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 its Assessment Framework and in the context of the inputs and factors described below, uses its informed judgment to evaluate, and structured discretion to set, executive compensation. We believe this balanced approach which is consistent with industry practice, is appropriate for our firm, and that a more formulaic compensation program would not be in the long-term best interests of our firm, our shareholders and other stakeholders. | ∎ | | Avoids Unintended Consequences and Mitigates Compensation-Related Risk. Our business is dynamic and requires us to respond rapidly to changes in our operating environment. As such, our annual compensation program is designed to encourage appropriate prudence by our senior leaders, on behalf of our shareholders and our clients, regardless of prevailing market conditions. | |
| » | | We use a Performance Our Compensation Committee utilizes an Assessment Framework to provide greater definition to, and transparency regarding, the pre-established financial and nonfinancial factors considered by the Compensation Committee to assessit considers in its assessment of the firm’s performance in connection with compensation decisions for our NEOs and other senior leaders. However, a strictly formulaic compensation program would not permit adjustments based on less quantifiable factors, such as unexpected external events or individual performance.
| |
| ∎ | | Performance-Based Pay Provides Alignment. Alignment.While annual compensation decisions are based on our Compensation Committee’s informed judgment and use of structured discretion, the amounts ultimately realized by our NEOs (who received 100% of year-end equity-based pay in PSUs) are subject to ongoing performance metrics and tied to the firm’s longer-term stock price (settlement of PSUs and Shares at Risk delivered in respect of PSUs). | |
Our Compensation Principles (available atwww.gs.com/corpgov) underpin all of our compensation decisions, including the Compensation Committee’s determination of NEO compensation. The Committee recently undertook a review of our long-standing Compensation Principles, reaffirming the key elements contained therein as well as formally documenting in the principles our existing commitment and practice that compensation should promote a strong risk management and control environment. Key elements of our Compensation Principles (which were reviewed and updated in 2023) include: | | | | | | | | | | | Paying for Performance | | Encouraging Firmwide Orientation & Culture | | Discouraging Imprudent Risk-Taking | | Attracting & Retaining Talent | | | | | | Paying for Performance | | Encouraging Firmwide Orientation & Culture | | Discouraging Imprudent Risk-Taking | | Attracting & Retaining Talent | | | | | Firmwide compensation should directly relate to firmwide performance over the cycle. | | Employees should think and act like long-term shareholders, and compensation should reflect the performance of the firm as a whole. | | Compensation should be carefully designed to be consistent with the safety and soundness of our firm. Risk profiles must be taken into account in annual performance reviews, and factors like liquidity risk and cost of capital should also be considered. | | Compensation should reward an employee’s ability to identify and create value, and the recognition of individual performance should also
be considered in the context of the competitive market for talent. | | | Promoting a Strong Risk Management and Control Environment |
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS 
Firmwide Performance  Taking into account our pay-for-performance philosophy, our Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation. This includes not only financial performance, but how these results are achieved, including how our most senior leaders are investing in the future of our firm and demonstrating an appropriate commitment to a strong control environment and effective financial and nonfinancial risk management practices. | Taking into account our pay-for-performance philosophy, our Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation.
|
| | ∎ | | During 2019, we developed our initial Performance Assessment Framework to provide greater definition to and transparency regarding the key factors considered by the Compensation Committee to assess the firm’s performance in connection with compensation decisions for our NEOs and our Management Committee. |
| » | | The Assessment Framework includes an assessment of pre-established financial metrics and nonfinancial factors on a firmwide basis. It also includes information and metrics on business metricsperformance in the context of our strategic priorities that underpin firmwide performance and serve to inform compensation decisions for the firm’s business leaders. |
| » | | The Assessment Framework aligns performance metrics and goals across our most senior leaders and provides a structure to help ensure that our compensation program for our NEOs and Management Committee continues to be appropriately aligned with our long-term strategy, our financial targets and stakeholder expectations as well as promotes the strength of our risk management and control environment and the safety and soundness of our firm. The Framework continues to evolve, as appropriate, to help ensure this purpose is served. |
| | ∎ | | In February 2022,The Assessment Framework is reviewed annually, with metrics and factors updated as needed. For example, in 2023, the Compensation Committee, taking into account Board and stakeholder feedback, adopted changes to enhance the types of metrics and the nature of information provided to the Committee adopted financial metricsin connection with the risk management and nonfinancial factors, each as described below, that informedcontrol pillar of the 2022 compensation decisions for our NEOs.Assessment Framework.
|
For 2023, the assessment of firmwide performance to inform compensation decisions for our NEOs and other Management Committee members included: | The assessment of firmwide performance takes into account a number of factors, including:
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| | ∎ | | 20222023 financial performance, focused on the key metrics set forth in the Performance Assessment Framework, both on an absolute basis and relative to our Peers;Peers.
|
| | ∎ | | Progress towards achievingAdditional information regarding the firm’s strategic objectives through a review of a dashboard of KPIs that support our medium-term financial targets; and
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| ∎ | | Nonfinancialnonfinancial factors that underpin how our financial results are achieved and support appropriate investment in the firm’s future.future, including with respect to progress towards our strategic priorities, One Goldman Sachs and client-centricity, risk management and control considerations, and execution of our people strategy.
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| | | | | | | | | | Overview of Performance Assessment Framework | | | | | | | | 
| | | | How the Results are Achieved/Investment in the Future | | | | | | | | | Financial Performance | | Strategic Priorities & Clients | | Risk Management & Controls | | People | | | | | | 
| | ∎ ROE ∎ ROTE ∎ Efficiency ratio ∎ TSR ∎ CET1 ratio ∎ BVPS growth ∎ Pre-tax earnings ∎ Net revenues / revenue net of provisions ∎ EPS ∎ Strategic priorities and KPIs:
» Grow and strengthen existing businesses
» Diversify our products and services
» Operate more efficiently
| | ∎ Collaboration across the firmProgress towards our strategic objectives ∎ Cross-business strategy / collaboration in support of One Goldman Sachs ∎ Strength of client feedback ∎ Broadening share of addressable market ∎ Progress towards sustainable finance commitments | | ∎ Managing reputational risk ∎ Compliance
∎ Standing with regulators ∎ Governance and controls
∎ ManagingRisk – including: » Management across categories (market, credit, liquidity & funding, operational, model) » Strategic & business environment risk » Residual risks identified ∎ Managing risk violations/ exceptionsInternal Audit findings ∎ CapitalCompliance, conduct and liquiditydisciplinary matters ∎ 360° feedback on risk management, firm reputation and compliance
| | ∎ Core Values ∎ Compliance and conduct matters
∎ Diversity, equity & inclusionEquity and Inclusion (e.g., hiring and representation) ∎ Attrition ∎ Leadership pipeline health ∎ Return to office
∎ Strategic location headcount and hiring |
We will continue to evolve the Assessment Framework, as appropriate, to help ensure its purposes are served. To this end, in February 2024, the Compensation Committee adopted amendments to the Assessment Framework to further align it with our announced strategic priorities and 2024 execution focus areas. | | | | | | | 36 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 37
| | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS | | |  Individual Performance
Individual Performance An assessment of each NEO’s individual performance and achievements is critical to our Compensation Committee’s decision-making process, including how each of our NEOs helped to contribute to firmwide performance based on the metrics and other criteria set forth in the Assessment Framework and other factors, in each case as applicable depending on the NEO’s role. Individual performance is also evaluated through our annual feedback processes, which are designed to solicit and provide individual performance feedback, including on strengths and development opportunities. These processes include confidential input from employees, including those who are senior to, peers of and junior to the employee being reviewed, as applicable. Individual performance is assessed across a variety of factors, including client focus and driving growth, risk management, firm reputation, culture contributions and manager effectiveness. An assessment of each NEO’s individual performance and achievements is critical to our Compensation Committee’s decision-making process, including how each of our NEOs helped to contribute to firmwide performance based on the criteria set forth in the Performance Assessment Framework and other factors, in each case as applicable depending on the NEO’s role.
The performance of each of our NEOs is considered against the criteria in the Performance Assessment Framework, as well as evaluated under our 360° Review Process. The 360° Review Process includes confidential input from employees, including those who are senior to (other than for our CEO), peers of and junior to the employee being reviewed. Through the 360° Review Process,
| | 360o Revew Process  | our NEOs’ performance is assessed across a variety of factors, including risk management and firm reputation, control-side empowerment, judgment, compliance with firm policies, culture contributions, diversity and inclusion, and client focus. |
| | ∎ | | Our CEO:Under the direction of our Lead Director, our Governance Committee evaluated the performance of Mr. Solomon including consideration of performance pursuant to the Performance Assessment Framework, as well as a summary of his evaluation under the 360° Review Process (see Corporate Governance—Board Oversight of our Firm—Key Areas of Board Oversight—CEO Performance). Our Compensation Committee considered this evaluation and discussed Mr. Solomon’s performance, including pursuant to the Assessment Framework, as part of its discussions to determine his compensation. |
| | ∎ | | Other NEOs:Mr. Solomon discussed with the Governance Committee the performance of our COO, CFO and CFO, including consideration of Messrs. Waldron’sCLO and Coleman’s performance pursuant to the Performance Assessment Framework, as well as a summary of their evaluations under the 360° Review Process. The Compensation Committee similarly considered these evaluationsGeneral Counsel, and discussed the performance of Messrs. Waldron and Coleman as part of its discussions to determine their compensation. Messrs. Solomon and Waldron also discussed with the Compensation Committee the performance of our other NEOs, includingGlobal Treasurer, in respect of the metrics included in the Framework,each case taking into account results from our annual feedback processes. The Compensation Committee considered these individual performance evaluations, as well as a summary ofmetrics and other criteria set forth in the Assessment Framework, in connection with their evaluations under the 360° Review Process.discussions to determine NEO compensation. In this context, theyMessrs. Solomon and Waldron submitted variable compensation recommendations to the Compensation Committee for our NEOs, but did not make recommendations about their own compensation. |
Our Compensation Committee broadly reviewsconsiders the competitive market for talent as part of its review of our compensation program’s effectiveness in attracting and retaining talent, including to help determine NEO compensation. | | ∎ | | Wherever possible, our goal is to be in a position to appoint people from within the firm to our most senior leadership positions.roles. Our executive compensation program is intended to incentivize our people to stay at Goldman Sachs and to aspire to these senior roles. |
To this end, the Committee regularly evaluates our NEO compensation program using benchmarking to help ensure that our senior roles are properly valued, taking into account compensation program design and structure, as well as multi-year financial performance and quantum of NEO pay at our Peers. The Committee may also receive additional benchmarking information with respect to other companies with which the firm competes for talent (e.g., alternative and other asset managers, S&P 100 companies). | | ∎ | | The Committee performs this evaluation with information and assistance from HCM and the Committee’s independent compensation consultant, Meridian Compensation Partners, LLC (Meridian)Frederic W. Cook & Co., Inc. (FW Cook). |
| | ∎ | | Benchmarking information provided by HCM is obtained from an analysis of public filings, by our Controllers and HCM functions, as well as surveys conducted by Willis Towers Watson regarding incentive compensation practices. |
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS | | | | Our Peers | | | U.S. Peers | | European Peers | | | | Bank of America Corporation Our
Peers | | Barclays PLC U.S. Peers
| | | Bank of America Corporation Citigroup Inc. | | Credit Suisse Group AG | | | JPMorgan Chase & Co. | | Deutsche Bank AG | | | Morgan Stanley | | UBS Group AG | | | The Bank of New York Mellon Corporation | | | | | Wells Fargo & Company | | European Peers* Barclays PLC Deutsche Bank AG UBS Group AG |
| | ∎* | | In addition,Credit Suisse was removed from the Compensation Committee (and other Committees as may be applicable inPeer group following the context of their respective oversight) also receives and considers information on non-executive employee compensation, including information on aggregate compensation, attrition and retention. Annually, the Compensation Committee reviews and approves the equity award terms, including deferral levels, for equity-based awards granted to employees at all levels across the firm. Consistentmerger with our Compensation Principles, employees at certain compensation thresholds receive a portion of their compensation in the form of equity-based awards, which increases as compensation increases, in order to help support employee share ownership and align employee interests with those of long-term shareholders.UBS Group AG.
|
In addition, the Compensation Committee (and other Committees as may be applicable in the context of their respective oversight) also receives and considers information on non-executive employee compensation, including information on aggregate compensation, benchmarking (for certain populations), attrition and retention. Annually, the Compensation Committee reviews and approves the equity award terms, including deferral levels, for equity-based awards granted to employees at all levels across the firm. Consistent with our Compensation Principles, employees at certain compensation thresholds receive a portion of their compensation in the form of equity-based awards, which increases as compensation increases, in order to help support employee share ownership and align employee interests with those of long-term shareholders. 
Engagement has been and continues to be a priority for our Board and management. To this end, we engage extensively with our stakeholders each year (seeStakeholder Engagement). This feedback, together with feedback received over the last several years and the results of our annual Say on Pay vote, continues to informVote, informs our Board and Compensation Committee actions. | ∎ | | Feedback from the Say on Pay voteVote at the 2022our 2023 Annual Meeting (approximately 82%94% support), includingas well as stakeholder engagement in connection with our 20222023 Annual Meeting, reflected continued support for our: |
|  | Pay-for-performance philosophy |  Pay-for-performance philosophy
|
| | 100% deferralof year-end equity-based pay in PSUs for all NEOs and broader Management Committee
|
| | PSUs that tie compensation for senior leaders to ongoing performance conditions
|
| | Rigorous structure of previously granted Shareholder Value Creation Awards (SVC Awards); commitment to maintaining award thresholds despite change in operating environment
Robust risk-balancing features in the compensation program
|
| | | Program alignment across senior leadership |
| ∎ | | In determining the form, structure and amount of 2022 annual compensation, the Committee tookTaking into account thisthe strong feedback and discussed and evaluated that a core element of our Compensation Principles—as well as of stakeholder feedback—is paying-for-performance. In light of this,received, the Compensation Committee and the Board determined to keep the form and structure of annualour executive compensation program consistent year-over-year, while lowering 2022 annual variableyear-over-year. More information on 2023 year-end compensation in consideration of the firm’s 2022 performance. In doing so, we have continueddecisions and our commitment to various best practices (asis described below).below.
|
| | Over the last several years, we have made a number of enhancements to our compensation program and affirmed our commitments to various best practices, including paying for performance and using performance-based equity awards to closely link pay to longer-term results. |
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| | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS | | | | In response to stakeholder feedback | | Over the last several years, we have made a number of enhancements to our compensation program and restated our commitments to various best practices, including paying-for-performance and using performance-based equity awards to further link pay to longer-term results
|
| | | | | Stakeholder Feedback | |
Compensation Committee Action | | |  Pay-for-Performance Philosophy | | 
| | | All pay other than salary is variable and  Pay-for-Performance Philosophy Limit useat least 60% of Time-Based RSUs in Executive Compensation | | Continually increased over time the portion of deferral in PSUs. For 2022, all NEOs and continuing Management Committee members continued to receive 100% of deferral in PSUsNEO variable compensation is subject to performance conditions
| | |  Limit Use of Time-Based RSUs in Executive Compensation | | For 2023, all NEOs and other senior leaders continued to receive 100% of year-end equity in the form of PSUs | | | Support for High Percentage of Performance-Based Pay and Rigor of Design | | 100% of year-end equity for NEOs granted as PSUs, which are subject to ongoing performance conditions Granted rigorousRigorous five-year SVC Awardsin late 2021 or early 2022 (as applicable) previously granted to our senior leaders, who have the greatest ability to influence long-term shareholder returns; maintained award thresholds despite change in operating environmentreturns
| | | | |  Support for High PercentageComposition of Performance-Based Pay and Rigor of Design High Protection of European Peers in Peer Group | | Conducted Peer group analysis in 2020 and expanded Peer group with two additional U.S. Peers for PSUs and compensation benchmarking
Relative metricsbenchmarking; Peer group continues to be regularly reassessed (most recently in SVC Awards based on U.S. Peers only2023)
| | | | |  Support for Robust Risk-Balancing Features | | Continued use of risk-adjusted metrics, transfer restrictions, retention requirements and recapture provisions and program alignment across our senior leaders
| | |  Support for Robust Risk-Balancing Features Transparency Regarding Compensation Committee's Committee’s Use of Discretion | | MadeRegular enhancements to Performance Assessment Framework. Framework, which is reviewed annually. In 2020, added a dashboard for the Compensation Committee to assess progress against key strategic goals2023, pillar covering risk management and in 2021, added a People Scorecard to enhance consideration of leadership, culture and values. Framework and metrics reviewed annually and all NEOs individually evaluated pursuant to Frameworkcontrol-related reporting was enhanced
ExpandedRobust proxy disclosureregarding the Committee’s use of informed judgment and structured discretion on pay decisions and the factors considered by the Committee in making its decisions Eliminated ability for Compensation Committee to make certainNo discretionary adjustments to ROE in year-end PSUs; ROE based on as reported metrics | | | | | |  Support for Robust Stakeholder Engagement | | Continuedcommitment to engagementby Lead Director and Compensation Committee Chair
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS 
 CRO InputRisk ManagementControls
Effective risk management underpins everything we do, and ourOur compensation program is carefully designed to be consistent with the safety and soundness of our firm.firm and to help promote the strength of our risk management and control environment.
| | ∎ | | Our CRO presented the annual risk assessment jointly to our Compensation Committee and our Risk CommitteeCommittees in order to assist with the evaluation of our program’s design. |
| » This assessment, which is also reviewed by our independent compensation consultant, is focused on whether our program is consistent with regulatory guidance providing that financial services firms should ensure that variable compensation does not encourage imprudent risk-taking.risk taking. » Our Compensation Committee and our CRO believe that the various components of our compensation program, including compensation plans, policies and practices, as well as our Committee’s use of informed judgment, work together to balance risk and reward in a manner that does not encourage imprudent risk-taking.risk taking. For example: |
| | | | | | | | | | | | | | | | | | | | Compensation is
considered based on
risk-adjusted metrics,
such as net revenues and
ROE (which are reflected
in our Performance Assessment
Framework) | | | | Significant portion of pay
in equity-based awards
aligns with long-term
shareholder interests | | | | Transfer Restrictions, Retention Requirements restrictions,
retention requirements
and Stock Ownership Guidelinesstock ownership
guidelines work together
to align compensation with
long-term performance
and discourage imprudent
risk-taking | | | | Recapture provisions
provisions mitigate imprudent
risk-taking; misconduct
or improper risk
analysis could result
in clawback or forfeiture
of compensation |
| ∎ | | In addition, as described under —Firmwide Performance, in 2023 the Assessment Framework was updated to include enhanced risk management and control-related reporting and enhanced engagement with senior leaders across Legal, Compliance, Risk and Internal Audit to inform compensation decisions for our NEOs and other senior leaders. |
Our Compensation Committee also considers regulatory matters and the views of our regulators when determining NEO compensation. To this end, the Committee receives briefings on relevant regulatory developments.developments, feedback and expectations. See also ——CRO InputRisk Management & Risk ManagementControls.. 
 Input
Our Compensation Committee recognizes the importance of using an independent compensation consulting firm that is appropriately qualified and that provides services solely to our Board and its Committees and not to our firm. | | ∎ | | For 2022,2023, our Compensation Committee received the advice of Meridian. MeridianFW Cook. FW Cook reviewed our Assessment Framework and provided input on our Performance Assessment Framework, our incentive compensation program structure and terms and other compensation matters generally. In addition, theyFW Cook reviewed our CRO’s compensation-related risk assessment and our 20222023 NEO annual compensation program, including with respect to market context and, expectations for Peer compensation, and they providedas needed, may provide additional benchmarking information to the Committee. |
| | ∎ | | Our Compensation Committee determined that MeridianFW Cook had no conflicts of interest in providing services to the Committee and was independent under the factors set forth in the NYSE rules for compensation committee advisors. |
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| | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS OVERVIEW OF ANNUAL COMPENSATION ELEMENTS AND KEY PAY PRACTICES | | Overview of Annual Compensation Elements and Key Pay Practices |
Our Compensation Committee believes the design of our executive compensation program is integral to further our Compensation Principles, including paying-for-performancepaying for performance and effective risk management.management and controls. In addition, our variable compensation frameworks more broadly govern the variable compensation process for employees who could expose the firm to material amounts of risk (such as our NEOs). | | | | | | | | | | | | | Pay Element | | Characteristics | | Purpose | | 20222023 Annual Compensation | | | | | Base Salary | | Annual fixed cash compensation | | Provides our executives with a predictable level of income that is competitive to salary at our Peers | | For 2022,2023, NEOs received the following annual base salaries: $2.0 million for our CEO, $1.85 million for our COO and CFO and $1.5 million for our other NEOs | | | | | Annual Variable Compensation(a) | | Cash | | Motivates and rewards achievement of company performance and strategic and operational objectives | | In 2022, each of our NEOs received a portion of their annual variable compensation (no more than 40%) in the form of a cash bonus | | | | | | | Equity-Based: PSUs | | Aligns our executives’ interests with those of our shareholders and motivates executives to achieve longer-term performance, and strategic and operational objectives | | Each of our NEOs received at least 60% of their annual variable compensation in the form of PSUs | | | | | | | Cash | | Motivates and rewards achievement of company performance and strategic and operational objectives | | In 2023, each of our NEOs received a portion of their annual variable compensation (no more than 40%) in the form of a cash bonus |
| (a) | Our NEOs participate in the Goldman Sachs Partner Compensation Plan (PCP), under which we determine variable compensation for all of our PMDs. Previously granted SVC Awards are not part of annual compensation. For more information on these one-time, performance-based stock awards, see —Shareholder Value Creation Awards—A Detailed Look. |
What We Do
as well as our Management Committee
Align pay with firmwide performance, including through use of PSUs
Performance Assessment Framework to assess performance through financial and nonfinancial metrics, (e.g., clients,including with respect to risk management and people-related metrics)
control-related information Exercise informed judgment responsive to the dynamic nature of our business, including consideration of appropriate risk-based and other metrics in our Performance Assessment Framework
Ownership Guidelinesownership guidelines for our Executive Leadership Team
Requirementsrequirements for all Management Committee members (including NEOs)
risk-taking
risk taking and engagement with senior control side leaders on risk and control matters Use independent compensation consultant
Don'tDont Do
(including our NEOs)
No golden parachutes
No change to SVC Award thresholds for economic conditions
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS 20222023 ANNUAL COMPENSATION
| | 20222023 Annual Compensation
|
Our Compensation Committee made its annual compensation determinations for our NEOs in the context of our Compensation Principles, which encompass a pay-for-performance philosophy, and after consideration of the factors set forth in —How —How our Compensation Committee Makes its DecisionsDecisions.. | | CompensationOur compensation program reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term resultsresults.
|
| | | | 2022 Annual2023 NEO Compensation for NEOs Reflects Pay-for-Performance PhilosophyReflects:
| | Solid results despite a challenging
economic backdrop
| Strong individual performance
| | | ∎ Second highest net revenuesDecisive leadership in recognizing the need to clarify and full-year EPS as well as double digit returnssimplify our forward strategy ∎ Year-over-year decline in firm performance, including due to impactsSwift execution on a series of challenging operating environmentactions that narrowed our strategic focus and strengthened our platform for 2024 and beyond ∎ Continued progress on strategic priorities in many of our strategic initiatives, with more work needed to fully realize longer-term ambitions | | ∎ Effective leadershipcore franchises: Global Banking & Markets and set appropriate tone from the topAsset & Wealth Management
∎ Led ongoing execution of our strategic priorities, including business realignmentOngoing emphasis on delivering long-term value for shareholders ∎ CommitmentSteadfast focus on client centricity and One Goldman Sachs as foundational to our people strategy, includingfirm ∎ Dedicated commitment to our culture, Core Values and advancing our culture, diversitypeople strategy ∎ Demonstrated investment to promote the strength of our risk management and talent developmentcontrol environment |
20222023 Firmwide Performance: Delivered Solid Results Despite a Challenging Economic BackdropStrong Execution on our Narrowed Strategic Focus and Progress on Other Strategic Priorities
Our Compensation Committee places key importance on the assessment of annual firmwide performance when determining NEO compensation, which is core to our pay-for-performance philosophy. | | ∎ | | Performance is assessed in a holistic manner and was guided by our Performance Assessment Framework (using metrics determined by our Compensation Committee in February 2022)early 2023), without ascribing specific weight to any single factor or metric, as we continue to believe that a formulaic compensation program would not be in the best interests of our firm or our shareholders. |
| | ∎ | | In reviewingThe Committee considered the firm’s 2023 financial performance, for 2022, the Committee receivedboth on an absolute basis and relative financial metrics and considered the comparison to the firm’s record 2021 performance. They also took into account a variety of other firmwide and business specific metrics,peer results, as well as in the context of the broader2023 operating environment and longer-term results. The Compensation Committee recognized that these results were affected by a number of factors, including our strong client franchise performance (as described below) but also the challenging economic backdrop during 2022.execution of the firm’s own initiatives to narrow its strategic focus. While these strategic actions negatively impacted short-term performance, the Compensation Committee believes that the actions of senior management were critical to reorienting the firm with a much stronger platform for 2024 and beyond.
|
| | ∎ | | In addition, the Committee also considered how 20222023 results were achieved, including how the firm continued to invest in its future and how each NEO and each business contributed to the various client, risk management and control, and people-related strategies and goals set forth in the Assessment Framework, including as described in ——20222023 Individual PerformancePerformance.. |
The execution of our narrowed strategic focus and evolution of the firm’s long-term growth strategyprogress on our broader strategic priorities was also central to our Compensation Committee decisions for 20222023 compensation. These actions reinforced the firm’s commitment to serve our clients with excellence and further strengthen our client franchise, which is reflected in the firm’s achievements over the past year. | | ∎ | | Our NEOs, and in particular our Executive Leadership Team, droverecognized the continued execution ofneed to clarify and simplify our forward strategy and swiftly executed on actions to narrow our strategic plan throughout 2022 and made important decisions to evolve the firm’s strategy in line with our long-term goals.focus, including: While continued progress was made, there is more work needed to fully realize our longer-term ambitions. Pursuant to the Performance Assessment Framework, the Committee considered progress towards achieving our strategic goals in 2022 by reviewing a dashboard of progress across various KPIs. |
| | » | | In this regard,The exit of our Marcus lending business and sale of substantially all of our Marcus loan portfolio; |
| » | | The sale of our Personal Financial Management business; |
| » | | The announcement of the Committee took into accountsale of GreenSky, and the sale of the majority of our NEOs’ clear focusGreenSky loan portfolio; |
| | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 43 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS 2023 ANNUAL COMPENSATION | » | | An agreement with General Motors regarding a process to transition their credit card program to another issuer; and |
| » | | Continued progress on our strategic realignment, which is intended to strengthen our businessespriorities in Global Banking & Markets and improve our efficiency.Asset & Wealth Management. |
| | ∎ | | Each of our NEOs also focused on the continued implementation ofcommitment to an operating approach that deliversOne Goldman Sachs to our clients, is underscored by a multi-year financial-planning process, invests in new and existing businessescapabilities and enhances accountability and transparency. |
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| | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
The Committee continues to focus on ensuring that the structure and amount of our NEO compensation appropriately incentivizes our NEOs to continue to build long-term, sustainable growth and to achieve our financial targets, without undue emphasis on shorter-term results. | | ∎ | | For example, each of our NEOs receives at least 60% of his or her variable compensation in equity-based awards that promote alignment with long-term shareholder interests.
| | ∎ | | Further, equity-based awards for our continuing Management Committee members, including for our NEOs, are all in the form of PSUs, resulting in a significant portion of compensation for our most senior leaders being subject to ongoing performance metrics.
| | | | | | | | | | | | Assessment of 20222023 Firmwide Performance | | | | | | | | | | | Financial performance | | ROE 10.2%7.5%
(+2.6 percentage points Ex. Selected Items and FDIC Special Assessment Fee)(a) | | ROTE(a)(b) 11.0%8.1%
| | Net Revenues $47.446.3 billion | | (2nd highest full-yearRevenues Net of Provisions
net revenues)
$45.2 billion | | EPS $30.0622.87 (2nd highest full-year EPS)+$8.04 Ex. Selected Items and FDIC Special Assessment Fee)(a)
| | | | | | | | | Pre-Tax Earnings $13.510.7 billion (+$3.4 billion Ex. Selected Items and FDIC Special Assessment Fee)(a) | | Efficiency Ratio 65.8%74.6%
| | 1-Year TSR -7.9%15.9%
| | Standardized CET1 Capital Ratio 14.4% | | BVPS Growth 6.7%3.3% YoY
| | | | Progress Across our 2023 Strategic GoalsPriorities | | | | | | | | Grow and
strengthen
existing
businessesGlobal Banking & Markets
| | ∎ Reported record net revenues in FICC financing and Equities financing, enhancing durability of revenues
∎ Ranked #1 in worldwide announced and completed M&A(b); grew wallet share across Global Banking & Marketsmergers and acquisitions, equity and equity-related offerings, and common stock offerings for 2023(c) ∎ Increased AUS by $77 billionRecord total financing revenues across FICC and Equities businesses in 2023 ∎ Top 3 with 117 of the Top 150 FICC & Equities clients in 1H23 vs. 77 in 2019(d) in 2022, including long-term net inflows of $50 billion, resulting in record AUS of $2.5 trillion | | | Diversify our
products and
servicesAsset & Wealth Management
| | ∎ Continued building Transaction banking capabilities, with $70Record Management and other fees of $9.5 billion in deposits at 2022 year-end2023, up 8% YoY, and AUS of $2.8 trillion ∎ Continued to drive third-party alternatives fundraising, with gross third-party alternatives fundraising across strategies24 consecutive quarters of $72 billion in 2022long-term fee-based net inflows ∎ Focus on Workplace and Personal Wealth channelSurpassed our five-year $225 billion alternatives fundraising target, one year ahead of schedule ∎ Net interest income increased 19% year-over-year for 2022 | | | Operate more
efficiently
| | ∎ Diversified funding mix; increased depositsReduced historical principal investments by approximately $23$13 billion year-over-year, reflecting growth in private bank and consumer deposits and transaction banking deposits
∎ Continued to expand presence in strategic locations and make ongoing investments in automation and infrastructureduring the year(e)
|
| (a) Represents the impact from 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, as well as the firm’s recognition of the FDIC special assessment fee. For additional information about these items, please see Annex A: Calculation of Non-GAAP Measures and Other Information. (b) For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please seeAnnex A: Calculation of Non-GAAP Measures and Other Information. (b)(c) Source: Dealogic.
(c) 2022 wallet share vs. 2019 wallet share. Based on reported revenues for Advisory, Equity underwriting, Debt underwriting, FICC(d) Top 150 client list and Equities. Total wallet includesrankings compiled by GS JPM, C, MS, BAC, UBS, BARC, CS, DB.through Client Ranking / Scorecard / Feedback and / or Coalition Greenwich 1H23 and FY19 Institutional Client Analytics ranking.
(d) Includes net inflows(e) 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 acquisitions/(dispositions) of $316 billion, substantially all from the acquisition of NN Investment Partners.year-end 2022).
|
20222023 Individual Performance
| | ∎ | | The Committee assesses how each NEO’s individual performance (highlights of which are set forth below) contributed to the firm’s overall performance, including execution of our long-term strategy, as well as how each NEO exhibited effective leadership and set the tone-at-the-top in the stewardship of our culture and Core Values. |
| | ∎ | | The Committee also considers the metrics and factors described in our Performance Assessment Framework, (e.g., clients, risk management and people-related metrics), including assessmentsan assessment of each NEO against the criteria in the Assessment Framework and other factors, in each case as applicable dependent on each NEO’s role. |
| | | | | | 44 | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSGoldman Sachs | GOLDMAN SACHSProxy Statement for the 2024 Annual Meeting of Shareholders | | | 43
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS 20222023 ANNUAL COMPENSATION
| | | 
| | David Solomon Chairman and CEO |
| | | Key Responsibilities | As Chairman and CEO, Mr. Solomon is responsible for leading our business operations and overseeing our firm, leading development and implementation of corporate policy and strategy and serving as primary liaison between our Board and our firm and as a primary public face of our firm. | 20222023 Annual Compensationcash compensation28% variabl8%Compensation cash compensation 28% variabl 6% base salary64% PSUs$25MEquity-basedsalary 65% PSUs $31M Equity-based compensation represented70%represented 70% of 20222023 annual variable compensation,paid 100% in PSUs subject to ongoingperformanceongoing performance metrics.   | | | | | | |
| * | | | | | | | | Percentages do not sum to 100% due to rounding. |
| Key Performance Highlights Mr. Solomon displayed strongdecisive and effective leadership of our firm during 2022, exhibiting relentless2023, demonstrating an unwavering focus on our forwardits long-term strategy, including recognizing the announced evolution thereof, driving strong financial performance despite a challenging operating environmentneed for, and displayingswiftly executing on, the actions to narrow our strategic focus, and an authentic commitment to our people and culture, clients, shareholders and broader stakeholders. Mr. Solomon’s 20222023 dashboard: | | | Strategic Priorities & Clients | ∎ Actively drove our forwardLed the firm through the initial phases of its strategic plan,evolution, including to:by: » Champion client centricity,Championing transparency with external stakeholders about our strategy, including ongoing execution of our One Goldman Sachs approachby hosting the firm’s 2023 Investor Day » Strategically realign and re-organize revenue businessesSwiftly executing on the decisions made to narrow our strategic focus » Narrow the firm’s ambitions for its direct-to-consumer strategy » ContinueContinuing to capitalize on opportunities to expand addressable markets and provide differentiated client service
»∎ ExhibitDisplayed ongoing commitment to ongoing transparencyclient centricity and One Goldman Sachs, including by promoting collaboration across our businesses and through extensive engagement with 2023 Investor Dayour clients around the world
∎ Displayed unwavering commitment to client engagement, delivering consistent, personal engagement with leadersContinued sponsorship of clients across the globe and regularly participating in group client and industry events ∎ Droveour sustainability strategy, in particular to further accelerate and operationalize associated commercial capabilities to serve our clients
| Risk Management | ∎ EmphasizingDemonstrated the importancestrategic imperative of an appropriateregular reinvestment in our enterprise risk management framework to maintain a strong and effective risk management and control environment ∎» Instilling a strongContinued focus on the management of financial and nonfinancial risks
» Engaged actively throughout the year with leaders of our control, finance
and operating functions, including Legal, Risk and Compliance, as well as Internal Audit ∎ Continued strong engagement with our regulatorsActed promptly to direct and top government officials, bothmanage oversight of the firm’s exposures to, and further bolster the firm’s liquidity positions in light of, the Spring 2023 regional banking crisis in the U.S. and globallyEurope ∎ Worked closelyMaintained ongoing engagement with the Boardour key regulators and CRO to manage the firm’s Russia exposure, including with respect to our commitment to unwind our onshore business in response to Russia’s invasion of Ukrainegovernment
leaders worldwide | People | ∎ ContinuedDemonstrated commitment to reinforce our culture and Core Values and continued to advance our people strategy, including by: » Reinvigorating focus onPrioritizing engagement with the firm’s culturepeople across all levels in our offices across the globe, through meetings, small group roundtables and continued emphasis on our employees’ responsibility to protecttownhalls as well as hosting and foster integrity, encourage escalation and hold themselves and others toparticipating in nearly all Cultural Stewardship events during the highest standards of conductyear » SponsoringServing as a senior sponsor of our people and talent initiatives, including progressing towards aspirational diversity goals, developing next generation talent, promoting internal mobility efforts, focusing on aspirational diversity goals, and enhancing wellnesscontinuing investments in our benefits offerings and performance management processes » Leading firmwideInvesting in the leadership of our businesses and external dialoguecontrol, finance and operating functions » Providing thought leadership on important social topics such asand personally demonstrating the firm’s diversity, equity and inclusion strategy and commitment to sustainable financemaintaining a safe and climate transition » Visitingsupportive environment in which all of our offices across the globepeople have an equal opportunity to host internal eventssucceed, grow and underscore the value of “Return to Office” and the firm’s people and culture
» Recruiting various strategic hires and appointing key PMDs to focus on innovation and execution of the firm’s strategybuild a fulfilling career
|
| | | | | | 44 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 45 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS 20222023 ANNUAL COMPENSATION
| | | 
| | John Waldron President and COO |
| | | Key Responsibilities | As President and COO, Mr. Waldron’s responsibilities include managing our day-to-day business, executing our firmwide strategy and other priorities and closely collaborating with our senior management team across the breadth of the firm’s operations, as well as engaging with, and serving as a liaison to, our clients.clients and other stakeholders. | 20222023 Annual Compensationcash compensation37% variable8%compensation38% variable6% base salary$23.5M55%30M56% PSUsEquity-based compensation represented60%represented 60% of 20222023 annual variable compensation,paid 100% in PSUs subject to ongoingperformanceongoing performance metrics.   | | | | | | | | | | | | | | | |
| Key Performance Highlights During 2022,2023, Mr. Waldron displayed dedicateda strong and active focus on the execution and evolution of our firm’s forward strategy, and driving progress towards our executionnarrowed focus and other strategic priorities with a continued attention to further enhancing our expense discipline. In doing so, he provided robustdedicated leadership forof the firm’s businesses and operations while continuing extensivemaintaining significant client engagement. Mr. Waldron’s 20222023 dashboard: | | | Strategic Priorities & Clients | ∎ Continued dedicated focus on our One Goldman Sachs strategy, including by promoting collaboration access our businesses and actively engaging with clients ∎ Actively assessed key client franchises across the firm and established working groups to drive progress for key cross-business client channels
∎ DroveLed execution and evolution of our forward strategy,strategic priorities, including by:
» Actively managing revenue, control, finance and operating functions in pursuit of the firm’s strategy
» Driving execution priorities, growth initiatives and achievement of KPIs in close partnership with business and functional leaders across the firm » Overseeing operating efficiency initiatives, including continued optimization of organizational structure and progressing automation efforts » Overseeing firmwide integration efforts in respectDriving significant focus on the reduction of our historical principal investments » Engaging with internal and external stakeholders on our strategic realignmentpriorities ∎ Continued focus on our One Goldman Sachs strategy, including by promoting collaboration across our businesses and new operating segmentsassessing key client franchises across the firm, establishing working groups under our Firmwide Client Franchise Committee to drive progress for key cross-business client channels, and maintaining high levels of client engagement | Risk Management | ∎ Collaborated closely with control, financing and operating teams with aMaintained focus on the management of financial and nonfinancial risks as well as efficient management of resources firmwide. In doing so, closely collaborated with control, finance and operating functions and demonstrated a commitment to a strong risk management and efficient management of resource consumption and capital allocation firmwide, as well as to sponsor assessments of first-line controls, roles and responsibilitiescontrol environment ∎ Assumed co-chair roleServed as Co-Chair (alongside CRO) of the Enterprise Risk Committee with a focus on enhancing the monitoring and review of risk across the firm ∎ Oversaw reputational risk management as chairChair of the Firmwide Reputational Risk Committee
∎ Significant attention to evolution of our China strategyengagement around regional strategies in the context of an evolving market and geopolitical landscape ∎ Maintained ongoing dialogue with key regulators and government leaders globally | People | ∎ Drove continued focus on the firm’s location strategyEngaged regularly with our people and fostered collaboration through individual meetings, small group roundtables and townhalls throughout our offices globally ∎ Sponsored major people and talent initiatives, including: » Continuing to enhance the firm’s leadership pipeline review process and related leadership development educationinitiatives to increase transparency, governance and other initiativesrigor around
succession planning » Sponsoring Pine Street and Partnership Committee efforts to invest in culture, connectivity and talent development » Sponsoring diversity, equity and inclusion networks and initiatives
across the firm » Leading PMD selectionmanaging director promotion process ∎ Drove efforts related to the firm’s location and real estate strategy |
| | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS 46 | | 45 Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS 20222023 ANNUAL COMPENSATION
| | |  
| | Denis Coleman CFO |
| | | Key Responsibilities | As CFO, Mr. Coleman is responsible for managing the firm’s overall financial condition, as well as financial analysis and reporting. In addition, he oversees various control functions, operations and technology and closely collaborates across our senior management team, including on issues relating to risk management and firmwide operations. | 20222023 Annual Compensation36%Compensation 36% variable cash compensation11%compensation 9% base salary53% PSUs$17MEquity-basedsalary 54% PSUs $20M Equity-based compensation represented60%represented 60% of 20222023 annual variable compensation,paid 100% in PSUs subject to ongoingperformanceongoing performance metrics.   | | | | | |
| * | Percentages do not sum to 100% due to rounding. |
| Key Performance Highlights In 2022,2023, Mr. Coleman successfully transitioned to his role as CFO, providingprovided strong oversight of the firm’s capital, liquidity and balance sheet to support the execution of the firm’s strategic and operational goals with an enduring focus on ensuring the financial safety and soundness of the firm.firm and the strength of our risk management and control environment. Mr. Coleman’s 20222023 dashboard: | | | Strategic Priorities & Clients | ∎ Actively engaged with clients in partnership with business leaders ∎ Focused on ensuringSuccessfully navigated market volatility to ensure the firm had appropriate capital, liquidity and balance sheet to prudently deploy towards franchise activity as well as future growth
∎ Closely collaborated with our CEO and COO on the execution of our strategic priorities, with regular stakeholder engagement related thereto and concerted focus on deepening relationships with investors aimed at raising greater awareness around our firm’s strategy and performance ∎ Engaged with clients in partnership with business leaders | Risk Management | ∎ Actively managedDemonstrated a strong commitment to investing in and promoting the strength of our risk management and control environment and maintained focus on the management of both financial and nonfinancial risks ∎ Managed the firm’s financial resources, including to: » Manage capital and liquidity through market volatility, while ensuringincluding the regional banking crisis and U.S. debt ceiling negotiations, maintaining sufficient capacity to meet internal and regulatory requirements » Focus on enhancing expense disciplinemanagement across our businesses » Deploy resources to strategic opportunities
∎ Engaged in ongoing dialogue with key regulators and strategic government officials, including with respect to the firm’s navigation of global macro events ∎ Collaborated with the CEO and COO on the execution of our strategic realignment, including oversight of implications for our financial reporting
∎ Drove significant focus on maintaining and further enhancing the strength of the firm’s control functions and emphasized the importance of an appropriate control environment
∎ Oversaw the firm’s efforts to manage the firm’s Russia exposure in response to Russia’s invasion of Ukraineleaders
∎ Served as Vice Chair of the Enterprise Risk Committee and as Co-Chair of the Firmwide Asset Liability Committee | People | ∎ Engaged with our people across the firm in support ofand continued his transition to CFO ∎ Regularly convened leadershipfocus on convening leaders across control, finance and operating functions to enhancefoster greater alignment and collaboration
∎ Championed the firm’s people cultural and talent initiatives, including through participation in the PMDmanaging director selection process, leadership pipeline reviews and various other key programs ∎ Advanced the firm’s culture through participation in the firm’s Cultural Stewardship Program and Culture Connect Forums |
| | | | | | 46 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 47 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS 20222023 ANNUAL COMPENSATION
| | |  
| | Kathryn Ruemmler CLO and General Counsel |
| | | Key Responsibilities | As CLO and General Counsel, Ms. Ruemmler leads the firm’s Legal division, providing oversight for the firm’s legal affairs worldwide, and oversees the Compliance division and Conflicts Resolution Group, which oversight serves to enhance collaboration across these disciplines and ensure a consistent approach to addressing the legal, compliance and reputational risk issues facing the firm. | 2023 Annual Compensation*9% base salary cash compensation 36% variable$16M54% PSUsEquity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics.2023 Annual Compensation* 9% base salary cash compensation 36% variable $16M 54% PSUs Equity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics.  * Percentages do not sum to 100% due to rounding. | | | | | | | | | | | | |
| Key Performance Highlights In 2023, Ms. Ruemmler continued to serve as an invaluable advisor to firm leadership across a broad range of legal, reputational and regulatory matters with a strong track record of exceptional judgment and informed and sound counsel. She also brought certain long-standing litigation matters to successful resolution while continuing to enhance collaboration and synergies across the Legal, Compliance and Conflicts Resolution functions. Ms. Ruemmler’s 2023 dashboard: | | Strategic Priorities & Clients | ∎ Regularly provided counsel to senior management on the development and execution of our strategic priorities | Risk Management | ∎ Championed the ongoing investment in our risk management and control environment, serving as a sponsor and leader of our efforts to strategically enhance our enterprise risk management framework ∎ Provided informed and sound counsel to leaders across the firm on a broad range of legal, reputational and regulatory matters ∎ Significant focus and leadership on the firm’s litigation strategy, bringing several key matters to a successful resolution in 2023 ∎ Enhanced the firm’s engagement model with key regulators by pursuing a more centralized and robust approach to engagement, exam management, responses and, where applicable, remediation ∎ Significant focus on the management of reputational risk, including as Co-Vice Chair of the Firmwide Reputational Risk Committee | People | ∎ Invested substantial time and thought leadership as Chair of the Firmwide Conduct Committee, including emphasizing the importance of integrity as an expectation of our people and leaders ∎ Focused on supporting and implementing the firm’s people strategy goals across Compliance, Legal and Conflicts Resolution functions, including furthering issues of equity, diversity and inclusion across all areas of the firm ∎ Led continued efforts to refine and improve our organizational structure, including with ongoing focus on enhancing collaboration and synergies across the Legal, Compliance and Conflicts Resolution functions |
| | | | | 48 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS 2023 ANNUAL COMPENSATION | | | 
| | Philip Berlinski Global Treasurer |
| | | Key Responsibilities | As Global Treasurer, Mr. Berlinski is responsible for overseeing the firm’s Corporate Treasury function, which manages the firm’s liquidity, payments, funding, balance sheet and capital to maximize net interest income and return on equity through liability planning and execution, financial resource allocation, asset liability management and liquidity portfolio management. Mr. Berlinski also serves as CEO of Goldman SachsGS Bank USA.and as interim Co-Head or Head of Platform Solutions. | 20222023 Annual Compensation34%Compensation 35% variable cash compensation15%compensation 12% base salary$10M51% PSUsEquity-basedsalary $13M 53% PSUs Equity-based compensation represented60%represented 60% of 20222023 annual variable compensation,paid 100% in PSUs subject to ongoingperformanceongoing performance metrics.   | | | | | | | | | | | | | | | |
| Key Performance Highlights During 2022,2023, Mr. Berlinski effectively managed the firm’s liquidity position through continued market volatility, appropriately balancing his technical responsibilities while supporting business growth in our core franchises, as well as focusing on enhancingfranchises. He also successfully assumed the firm’s strategy for conducting activity in our banking entities.role of interim Co-Head or Head of Platform Solutions, with significant engagement and oversight of the Enterprise Platforms and Transaction Banking businesses. Mr. Berlinski’s 20222023 dashboard: | | | Strategic Priorities & Clients | ∎ Focused on ensuring the firm hasmaintaining appropriate liquidity to support franchise activity as well asand future growth ∎ Engaged with a range of firmPlatform Solutions clients and strategic partners as well as fixed income investors | Risk Management | ∎ Maintained strong tone-at-the-top with demonstrated commitment to the strength of our risk management and control environment across his various responsibilities ∎Successfully managed the firm’s liquidity position throughand navigated continued market volatility throughout the year, including in connection with Russia’s invasion of Ukraine,during the regional banking crisis and U.S. debt ceiling negotiations, and ensured sufficient liquidity to meet internal and regulatory needs ∎ Progressed criticalPartnered with Risk to strengthen the firm’s liquidity and funding management processes, including to enhance the firm’s liquidity stress testing and intraday liquidity risk model and capabilities ∎ Continued to progress liquidity optimization management initiatives, including to: » Achieve medium-term target of optimizing the firm’s unsecured funding mix via deposit growth channels » Reduce need for benchmark issuances
»Deliver enhanced liquidity projections
∎» Reduced interest expense throughAdd new funding diversification, product innovation and efficiency optimizationchannels to enable the firm to bolster funding in times of stress
∎ Continued progress on theto lead efforts to facilitate growth and migration of businesses to Bank entities with a focus on enhancing GS Bank governance and oversight and on GS Bank risk management and controls ∎ Represented the firm by leading G-SIB Treasurer discussions on markets, liquidity and regulations with key regulators and policy-makerspolicy makers ∎ Served as Chair of the GS Bank Management Committee and Co-Chair of the Firmwide Asset Liability Committee | People | ∎ Focused on supporting and implementing the firm’s people strategy goals in Corporate Treasury.Treasury and Platform Solutions. In doing so, he partnered with HCM to invest in our people develop our managers as coaches, strengthen ourand culture and advance diversity, equity and inclusion |
| | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 47 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
| | | 
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | Kathryn Ruemmler49
CLO and General Counsel
|
| | | Key Responsibilities
| As CLO and General Counsel, Ms. Ruemmler leads the firm’s Legal department, providing oversight for the firm’s legal affairs worldwide, and oversees the Compliance and Conflicts Resolution Group, which oversight serves to enhance collaboration across these disciplines and ensure a consistent approach to addressing the legal, compliance and reputational risk issues facing the firm.
| 2022 Annual Compensation*13% base salary cash compensation 35% variable$12M53% PSUsEquity-based compensation represented60% of 2022 annual variable compensation,paid 100% in PSUs subject to ongoingperformance metrics. 
* Percentages do not sum to 100% due to rounding.
| | | | | | | | | | | | |
| Key Performance Highlights
In 2022, Ms. Ruemmler exhibited exceptional judgment and provided sound counsel to the firm across a breadth of matters, utilizing decisive decision-making over various legal and regulatory matters of importance to the firm and enhancing collaboration and synergies across the Legal, Compliance and Conflicts Resolution functions.
Ms. Ruemmler’s 2022 dashboard:
| | Risk Management
| ∎ Key advisor to the firm across a broad range of legal, reputational and regulatory matters, including in her oversight of the firm’s litigation and enforcement strategy
∎ Leader of continued efforts to refine and improve our organizational structure and fulfill our ongoing responsibility to continually enhance the control functions, including by bringing together and enhancing collaboration and synergies across the Legal, Compliance and Conflicts Resolution functions
∎ Significant focus on the management of reputational risk, including as Co-Vice Chair of the Firmwide Reputational Risk Committee
∎ Continued responsibility for executive oversight of the firm’s 1MDB-related remediation program, including providing updates to the 1MDB Remediation Special Committee
| People
| ∎ Invested substantial time and thought leadership as chair of the Firmwide Conduct Committee, focusing on ensuring that our cultural expectations are well communicated across the firm and developing and launching leadership, culture and values educational programs for all PMDs and managing directors
∎ Focused on supporting and implementing the firm’s people strategy goals across Compliance, Legal and Conflicts Resolution, including with respect to “Return to Office” and diversity, equity and inclusion matters
|
| | | 48 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS EQUITY-BASED ANNUAL VARIABLE COMPENSATION ELEMENTS OF ANNUAL COMPENSATION—A MORE DETAILED LOOKCOMPENSATION: PSUS | | Equity-Based Annual Variable Compensation Elements of Annual Compensation—A More Detailed LookCompensation: PSUs |
We believe it is important to pay a significant portion of our annual variable compensation in equity-based awards. To this end, for 20222023 annual compensation, 70% of Mr. Solomon’s and 60% of all other NEOs’ variable compensation was paid 100% in PSUs. The use of PSUs as a consistent form of equity-based compensation across our NEOs and our broader Management Committee serves to align the compensation structure across our most senior leaders and further ties compensation for this population to ongoing performance metrics.
Our equity-based variable compensation is subject to various robust risk-balancing features, as described more fully in —Other —Other Compensation Policies and Practices. Treatment upon a termination of employment or change in control is described more fully in —Executive —Executive Compensation—Potential Payments upon Termination or Change in Control. | | | | | | | | | | | Year-End PSUs—Overview of Material Terms | | | | | | | | | | | | | | | | | | | | | | | |
| ∎ PSUs provide recipients with annual variable compensation that has a metrics-based outcome. The ultimate value paid to the NEO is subject to firm performance both through stock price and a metrics-based structure. ROE is used because it is a risk-based metric that is an important indicator of the firm’s operating performance and is viewed by many stakeholders as a key performance metric. ∎ PSUs will be paid at 0-150% of the initial award based on our average ROE over 2023-2025,2024-2026, using absolute and relative metrics as described in the below table. |
| | | | | | | | | | | | | | | | | | | | | | | 3-Year Average Absolute ROE | | % Earned | | | | | | | | | | | | 3-Year Average Relative ROE | | % Earned(a) | | | | | <5% | | 0% | | | | | | 
| | | | | | <25th percentile | | 25% | | | | | 5% to <16% | | Based on relative ROE; see scale at right | | | | | | | | | | 25th percentile | | 50% | | | | | | | | | | | | | 60th percentile | | 100% | | | | | ≥16% | | 150% | | | | | | | | | | ≥75th percentile | | 150% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | 3-Year Average Absolute ROE | | % Earned | | | | | | | | 3-Year Average Relative ROE | | % Earned(a) | | | | | <5% | | 0% | | | | | | 
| | <25th percentile | | 25% | | | | | 5% to <16% | | Based on relative ROE; see scale at right | | | | | | 25th percentile | | 50% | | | | | | | | | 60th percentile | | 100% | | | | | ≥16% | | 150% | | | | | | ≥75th percentile | | 150% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (a) %Percentage earned is scaled if performance is between specified thresholds; payout is automatically capped at 100% if 3-year average GS ROE is between 5% and 6%. ∎ PSU performance thresholds for PSUs granted in January 2024 (for 2023 (for 2022 year-end compensation) were unchanged year-over-year. Our Compensation Committee continues to believe these thresholds are appropriate to incentivize senior management to achieve our strategic goals and enhance long-term shareholder value. ThresholdsPSU design, including performance thresholds, will continue to be reviewed annually in connection with annual compensation decisions. ∎ PSUs granted in January 20232024 will be settledsettle in 2026.2027. For the CEO, COO and CFO, PSUs will be settledsettle 50% in cash based on the average closing price of our Common Stock over a ten-trading-day period and 50% in Shares at Risk. For our other NEOs, PSUs will settle 100% in shares of Common Stock, substantially in the form of Shares at Risk. |
| | ∎ | | For purposes of the relative ROE metric, for PSUs granted in January 2023,2024, our Peers consist of Bank of America Corporation; Citigroup, Inc.; JPMorgan Chase & Co.; Morgan Stanley; The Bank of New York Mellon Corporation; Wells Fargo & Company; Barclays PLC; Credit Suisse Group AG; Deutsche Bank AG;AG and UBS Group AG. Our Compensation Committee believes that these Peers appropriately and comprehensively reflect those firms that have a major presence across our collection of scaled businesses and that have regulatory requirements (such as with respect to capital) similar to ours. |
| | ∎ | | Average ROE is the average of the annual ROE for each year during the performance period. |
| | » | | Annual ROE for the firm is calculated as annualized net earnings applicable to common shareholders divided by average common shareholders’ equity, as publicly reported by Goldman Sachs in its annual report, and rounded to one decimal place. |
| | » | | For purposes of determining ROE of our Peers with respect to the PSUs’ relative metrics, annual ROE is as reported in the Peer company’s publicly disclosed annual report, rounded to one decimal place. |
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS EQUITY-BASED LONG-TERM INCENTIVE: SHAREHOLDER VALUE CREATION AWARDS—A DETAILED LOOKAWARDS | | ∎ | | In certain circumstances (e.g., a merger, change in corporate structure or other similar corporate transaction) that result in a substantial change in a Peer company’s business or revenue mix, the Committee mayshall adjust the Peer group and/or make such other equitable adjustments as the Committee deems appropriate. |
| » | | Following the Credit Suisse merger with UBS Group AG in 2023, the Compensation Committee amended the peers for outstanding PSUs (those granted in respect of 2020-2022 year-end compensation) to reflect this transaction. |
| » | | For purposes of relative ROE calculations, Credit Suisse ROE will be included only when there is a full year of reported ROE available (2021 and 2022 ROE only, as applicable). Accordingly, Credit Suisse has been removed from the Peer group for the 2022 Year-End PSUs (2023-2025 performance period) and for PSUs going forward. |
| | ∎ | | Certain adjustments (e.g., to a Peer company’s ROE for purposes of the relative ROE calculation) will be based on publicly disclosed financial information. |
| | ∎ | | Each PSU granted to our NEOs includes a cumulative dividend equivalent right payable only if and when that PSU is earned. |
| | ∎ | | PSUs granted to our NEOs who meet certain age and service requirements on the grant date have no additional service-based vesting requirement; however, all PSUs are subject to various robust risk-balancing features, as described in —Other —Other Compensation Policies and Practicesbelow. |
| | ∎ | | For information on the vesting and settlement of Messrs. Solomon’sSolomon and Waldron’s 2018 2019 year-end PSUs during 2022,2023, see —Executive Compensation—20222023 Stock Vested. |
| | Equity-Based Long-Term Incentive: Shareholder Value Creation Awards—A Detailed LookAwards |
As previously disclosed, the non-employee members of our Board, upon the recommendation of our independent Compensation Committee, granted SVC Awards to Messrs. Solomon and Waldron in October 2021 and, in response to shareholder feedback regarding the importance of broadening the scope of these awards’ key objectives across our senior leadership team, more broadly to members of our Management Committee, including Messrs. Coleman and Berlinski and Ms. Ruemmler, in January 2022. SVC Awards were designed to addressthree key objectivesandalign the incentive structureacross our most senior leaders. | | | | | | | | | | | | | | | 1  | | Align compensation with rigorous performance thresholds that drive long-term shareholder value creation | | | 2  | | | | | | | | | | | | | | | | | | 1 | | Align compensation with rigorous performance thresholds that drive long-term shareholder value creation | | 2 | | Ensure leadership continuity over the next phase of our growth strategy | | 3 | | Enhance retention in response to the increasing competition for talent in the current environment | | | | | | | | | | | | | | | | | | | | |
| | Ensure leadership continuity over the next 5+ years in the next phase of our growth strategy | | | 3  |
| | Enhance retention in response to the increasing competition for talent in the current environment | | | | | | | | | » Even at maximum payout, awards represent ~55 basis points of the total shareholder value (from the time of grant) that would be created by achieving the TSR goals
| | | | | | »The Board believes that senior management’s leadership and vision will continue to be critical in driving the firm’s progress
| | | | | | » Recent experience shows significant opportunities for our senior leadership in less traditional sectors of the financial industry
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| ∎ | | While SVC Awards were originally granted to only Messrs. Solomon and Waldron in October 2021, the Board expanded these awards more broadly to members of the Management Committee in January 2022 in response to shareholder feedback regarding the importance of broadening the scope of the awards’ key objectives across our senior leadership team. We believe this will further enhance collaboration and teamwork.
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As we already committed, the previously granted SVC Awards were not part of annual compensation and will not be awarded on a regularly recurring basis. 2022 2023 annual compensation was determined based on the factors described in—How —How our Compensation Committee Makes Decisions and—2022 —2023 Annual Compensation above.
| | | | | | | 50 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 51
| | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS OTHER COMPENSATION POLICIES AND PRACTICES | | | | | | | | | | | | | | | Key Terms of our NEOs’ SVC Awards | | | | Grant Details | | Form: Performance stock units Amount of Award/Grant Date(a) ∎ October 21, 2021: Mr. Solomon - $30 million ($17.0 million grant date fair value; 73,264 performance stock units); Mr. Waldron - $20 million ($11.4 million grant date fair value; 48,843 performance stock units) ∎ January 28, 2022: Mr. Coleman - $10 million ($3.3 million grant date fair value; 24,422 performance stock units); Mr. Berlinski and Ms. Ruemmler - $7 million each ($2.3 million grant date fair value; 17,095 performance stock units) Conversion Price: The number of performance stock units was calculated using a conversion price of $409.48, the 5-day average closing price from October 15 - 21, 2021 | | | | | | | | TSR Thresholds
(Absolute & Relative) | | | | Cumulative
Absolute TSR Goals | | % of Target Earned | | | | Relative TSR Goals | | % of Target Earned | | | | | ≥75% | | 75% | | +  | | ≥80th percentile | | 75% | | | | | 60% | | 50% | | 65th percentile | | 50% | | | | | 47% | | 25% | | 40th percentile | | 25% | | | | | <47% | | 0% | | <40th percentile | | 0% | | | Performance-based vesting for the SVC Awards is based 50% on absolute TSR goals and 50% on relative TSR goals, all of which have been pre-established by the Board. As of the time of grant, with respect to absolute TSR goals, the resulting stock price plus dividends would have been approximately, in each case, $602 at 47%, $655 at 60% and $717 at 75%. For reference, as of the initial grant in October 2021, our highest closing stock price was $419.69. The overall payout percentage of the SVC Awards will equal the sum of the percentage of Target Earned under each of the Cumulative Absolute TSR Goals and Relative TSR Goals. Amounts earned are determined by linear interpolation if results are between the TSR goals (both absolute and relative). | Peer Group for Relative Thresholds | | U.S. Peers: BAC, C, JPM, MS, BK, WFC | Achievement
of Thresholds | | ∎ Absolute TSR: Highest average closing price of GS stock for any 30 consecutive trading days during performance period ∎ Relative TSR: 30-day average closing price prior to beginning and end of performance period | Performance Period and Vesting | | Vesting will occur over a five-year performance period beginning on October 21, 2021, subject to continuous service until the end of the five-year performance period, with limited exceptions provided in the applicable award agreement and the SIP, such as death and disability. | Form of Settlement | | Any amounts earned under the SVC Awards are settled 100% in shares of Common Stock that will deliver at the end of the five-year performance period. | Transfer Restrictions | | Any shares earned will be Shares at Risk subject to transfer restrictions for one year after delivery, and will also be subject to forfeiture and clawback provisions, including recapture for events constituting “Cause,” for failing to perform obligations under any agreement with Goldman Sachs, participating in (or otherwise overseeing or being responsible for, depending on the circumstances, another individual’s participation) materially improper risk analysis or failing sufficiently to raise concerns about risks during the performance period (see —Other Compensation Policies and Practices). |
| | | | | | | | | | | | | | Key Terms of our NEOs’ SVC Awards(a) | | | | | | | | | TSR Thresholds (Absolute & Relative) | | | | Cumulative
Absolute TSR Goals | | % of Target
Earned | |  | | Relative
TSR Goals | | % of Target
Earned | | | ≥75% | | 75% | | ≥80th percentile | | 75% | | | 60% | | 50% | | 65th percentile | | 50% | | | 47% | | 25% | | 40th percentile | | 25% | | | <47% | | 0% | | <40th percentile | | 0% | | | Performance-based vesting for the SVC Awards is based 50% on absolute TSR goals and 50% on relative TSR goals, all of which have been pre-established by the Board. As of the time of grant, with respect to absolute TSR goals, the resulting stock price plus dividends would have been approximately, in each case, $602 at 47%, $655 at 60% and $717 at 75%. For reference, as of the initial grant in October 2021, our highest closing stock price was $419.69. |
| | | | | Peer Group for Relative Thresholds | | U.S. Peers: BAC, C, JPM, MS, BK, WFC | | | Achievement of Thresholds | | ∎ Absolute TSR: Highest average closing price of GS stock for any 30 consecutive trading days during performance period ∎ Relative TSR: 30-day average closing price prior to beginning and end of performance period | | | Performance Period and Vesting | | Vesting will occur over a five-year performance period beginning for all SVC Awards on October 21, 2021, subject to continuous service until the end of the five-year performance period, with limited exceptions provided in the applicable award agreement and the SIP, such as death and disability. | | | Form of Settlement and Transfer Restrictions | | Any amounts earned under the SVC Awards are settled 100% in shares of Common Stock that will deliver at the end of the five-year performance period. Any shares earned will be Shares at Risk subject to transfer restrictions for one year after delivery, and will also be subject to forfeiture and clawback provisions (see —Other Compensation Policies and Practices). |
| (a) | Grant date fair valueSee — Compensation Discussion and Analysis —Equity-Based Variable Compensation Elements of Annual Compensation —Shareholder Value Creation Awards —A Detailed Look in our Proxy Statement for SVC Awards is determined by multiplying the target numberour 2023 Annual Meeting of SVC Awards by the closing price per share of Common Stock on the NYSE on the grant date, and applying a discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards.Shareholders for more details.
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| | Other Compensation Policies and Practices |
Robust Risk-Balancing Features Compensation granted to our NEOs is subject to various long-standing risk-balancing features, including the use of Shares at Risk, retention requirements and, for our Executive Leadership Team, additional stock ownership guidelines. | | ∎ | | Shares at Risk:Shares delivered pursuant to our equity-based awards generally deliver in the form of “Shares at Risk.” Shares at Risk are shares (after applicable tax withholding) that are subject to transfer restrictions as follows: |
| | » | | For PSUs granted as part of annual compensation, calculated based on the grant date (for 2022 2023 Year-End PSU awards granted in January 2023,2024, Shares at Risk will be subject to transfer restrictions through January 2027)2028). |
| | » | | For SVC Awards, Shares at Risk will be subject to transfer restrictions for one year after delivery (through October 2027) of any shares of Common Stock that are earned. |
Transfer restrictions generally prohibit the sale, transfer, hedging or pledging of underlying Shares at Risk, even if the NEO leaves our firm (subject to limited exceptions). See—Executive —Executive Compensation—Potential Payments upon Termination or Change in Control for more detail. | | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 51 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
| | ∎ | | Retention Requirements:Pursuant to our internal policy applicable to members of our Management Committee, each of our NEOs is subject to retention requirements with respect to shares of Common Stock received in respect of equity awards: |
| | » | | Our CEO is required, for so long as he holds such position, to retain (directly or indirectly through estate planning entities) at least 75% of the shares of Common Stock granted (net of payment of any withholding taxes) as compensation (After-Tax(After-Tax Shares) since becoming CEO. |
| | » | | Similarly, each of our COO and CFO (directly or indirectly through estate planning entities) is required, for so long as he holds such position, to retain (directly or indirectly through estate planning entities) at least 50% of After-Tax Shares granted as compensation since being appointed to such position. |
| | | | | 52 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS OTHER COMPENSATION POLICIES AND PRACTICES | | » | | Our other NEOs are required, for so long as they serve on the firm’s Management Committee, to retain (directly or indirectly through estate planning entities) at least 25% of After-Tax Shares granted as compensation since being appointed to the Management Committee. |
| | ∎ | | Stock Ownership Guidelines:In addition, our Executive Leadership Team is subject to additional stock ownership guidelines that supplement the retention requirements. These guidelines provide that: |
| | » | | Our CEO must retain beneficial ownership of a number of shares of Common Stock equal in value to 10x his base salary for so long as he remains our CEO. |
| | » | | Each of our COO and CFO must retain beneficial ownership of a number of shares of Common Stock equal in value to 6x his base salary for so long as he remains in such position at the firm. |
| | » | | Transition rules apply in the event that an individual becomes newly appointed to one of thesethe positions subject to these guidelines. |
| | » | | Messrs. Solomon and WaldronEach member of our Executive Leadership Team met these stock ownership guidelines in 2022; Mr. Coleman, who became CFO on January 1, 2022, utilized the transition rule under our guidelines.2023.
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| | ∎ | | Recapture Provisions:We have a long-standing practice of including robust forfeiture and recapture provisions (collectively, Recapture) in our variable compensation award agreements. To this end,Pursuant to these Recapture provisions, if, after delivery, payment or release of transfer restrictions, we maintain several conduct-related recapture rights, as set forth below, whichdetermine that a forfeiture event had previously occurred, we can require repayment to the firm of the award (including amounts withheld to pay withholding taxes) and any other amounts paid or delivered in many cases include both forfeiture and clawback rights (collectively, Recapture):respect thereof. |
| | | | | | | » | | Our conduct-related Recapture rights include: |
| | | | | | | | | | Cause | | Failure to Consider Risk | | | |  Who  | | Each employee who receives equity-based awards as part of his or her their year-end compensation (since IPO) | | Each employee who receives equity-based awards as part of his or her their year-end compensation (since 2009 year-end) | | | |  Application  | | If such employee engages in conduct constituting “cause,” including: ∎ Conviction in a criminal proceeding on certain misdemeanor charges, on a felony charge or an equivalent charge; ∎ Engaging in employment disqualification conduct under applicable law; ∎ Willful failure to perform his or hertheir duties to the firm; ∎ Violation of any securities or commodities laws, rules or regulations of any relevant exchange or association of which the firm is a member; ∎ Violation of any of our policies concerning hedging, pledging or confidential or proprietary information, or materially violates any other of our policies; ∎ Impairing, impugning, denigrating, disparaging or reflecting negatively upon our name, reputation or business interests; or ∎ Engaging in conduct detrimental to the firm | | If, during the time period specified in the award agreement, such employee participated (or otherwise oversaw or was responsible for, depending on the circumstances, another individual’s participation) in the structuring or marketing of any product or service, or participated on behalf of the firm or any of its clients in the purchase or sale of any security or other property, in any case without appropriate consideration of the risk to the firm or the broader financial system as a whole (e.g., where such employee has improperly analyzed such risk or where they failed sufficiently to raise concerns about such risk), and, as a result of such action or omission, the Compensation Committee determines there has been, or reasonably could be expected to be, a material adverse impact on the firm, the employee’s business unit or the broader financial system | | | |  What  | | All outstanding PSUs, RSUs, SVC Awards and Shares at Risk at the time “cause” occurs | | All equity-based awards (e.g., PSUs, RSUs, SVC Awards and underlying Shares at Risk) covered by the specified time period (e.g., the year for which the award was granted or, for SVC Awards, the entire performance period) |
Who Applicaion What
| | ∎ | | Pursuant to these Recapture provisions, if, after delivery, payment or release of transfer restrictions, we determine that a forfeiture event had previously occurred, we can require repayment to the firm of the award (including amounts withheld to pay withholding taxes) and any other amounts paid or delivered in respect thereof.
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| | | | | 52 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
| ∎ | | OurIn addition, our Compensation Committee has adopted a comprehensive, standalonetwo clawback policy in January 2015policies (together, Accounting-Related Recapture) that applies to each member of our Executive Leadership Team and generally permits recoverypermit Recapture of awards (including equity-based awards and underlying Shares at Risk).:
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| | » | | AmongIn January 2015, our Compensation Committee adopted a comprehensive, standalone clawback policy that, among other things, the clawback policy expands our Recapture rights if the events covered by the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) occur, applying such provision to all variable compensation (whether cash- or equity-based) paid to any member of our Executive Leadership Team, even though the Sarbanes-Oxley provision on which the Policy is based requires that such a clawback apply only to our CEO and CFO.
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| | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 53 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS OTHER COMPENSATION POLICIES AND PRACTICES | » | | Our Compensation Committee also adopted a new clawback policy in October 2023, as required by Section 10D of the Exchange Act and the listing standards adopted by the NYSE (the Dodd-Frank Clawback Policy). In the event of certain accounting restatements, this policy requires us to pursue recovery from current and certain former executive officers of any amount of incentive-based awards that exceeds the amount that would have otherwise been received if calculated based on the restated financial reporting measure, calculated on a pre-tax basis. |
| | ∎ | | In addition, our equity-based awards and underlying Shares at Risk (in each case as applicable) granted to our NEOs also provide for Recapture if: |
| | » | | Our firm is determined by bank regulators to be “in default” or “in danger of default” as defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or it fails to maintain for 90 consecutive business days the required “minimum Tier 1 capital ratio” (as defined under Federal Reserve Board regulations) (except with respect to Mr. Coleman’s 2021 U.K. RSUs, as defined below); |
| | » | | The NEO associates with any business that constitutes a Covered Enterprise (as defined in ——Executive Compensation—Potential Payments upon Termination or Change in Control) (except with respect to Mr. Coleman’s 2021 U.K. RSUs, defined below)RSUs); |
| | » | | The NEO solicits our clients or prospective clients to transact business with a Covered Enterprise or refrain from doing business with us or interferes with any of our client relationships (except with respect to Mr. Coleman’s 2021 U.K. RSUs, defined below)RSUs); |
| | » | | The NEO solicits certain employees of the firm (except with respect to Mr. Coleman’s 2021 U.K. RSUs, defined below)RSUs); or |
| | » | | The NEO fails to perform obligations under any agreement with us. |
Hedging Policy; Pledging of Common Stock Our executive officers (including our NEOs) and non-employee directors are prohibited from hedging any shares of our Common Stock, even shares they can freely sell, for so long as they remain executive officers or non-employee directors, as applicable. In addition, our NEOs, non-employee directors and all other employees are prohibited from hedging or pledging their equity-based awards. Our employees, other than our executive officers, may hedge only shares of our Common Stock that they can otherwise sell. However, they may not enter into uncovered hedging transactions or “short” sales of our Common Stock. Additionally, employees and directors may not act on investment decisions with respect to our Common Stock, except during applicable “window periods.” The restrictions described above also generally apply to such individual’s immediate family, household members and dependents. In addition, none of our executive officers or non-employee directors has any shares of Common Stock subject to a pledge. Qualified Retirement Benefits During 2022,2023, each NEO other than Mr. Berlinski participated in The Goldman Sachs 401(k) Plan (401(k) Plan), which is our U.S. broad-based tax-qualified retirement plan. In 2022,2023, these individuals were eligible to make pre-tax and/or “Roth” after-tax contributions to our 401(k) Plan and receive a dollar-for-dollar matching contribution from us on the amount they contributed, up to a maximum of $12,500. For 2022,2023, these individuals each received a matching contribution of $12,500. Mr. Berlinski has not participated in the U.K. defined contribution arrangement, known as LifeSight (the U.K. Defined Contribution Arrangement), since July 2019, when he relocated on assignment to the U.S. The firm provides overseas employees who can no longer participate in the U.K. Defined Contribution Arrangement with an annual payment in lieu of his or hertheir participation. The amount of this payment for 20222023 for Mr. Berlinski was $21,744,$20,535, which is approximately equal to the firm’s annual cost in respect of participation in the U.K. Defined Contribution Arrangement. Perquisites and Other Benefits Our NEOs received in 20222023 certain benefits that are considered “perquisites” for purposes of the SEC rules regarding compensation disclosure. While our Compensation Committee was provided with the estimated value of these items, it determined, as in prior years, not to give these amounts significant consideration in determining our NEOs’ 20222023 variable compensation. | | | | | | 54 | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSGoldman Sachs | GOLDMAN SACHSProxy Statement for the 2024 Annual Meeting of Shareholders | | | 53
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS GS GIVES During 2022,2023, we made available to each of our Executive Leadership Team a car and driver and, in some cases, other services, including for security. We also offered our NEOs benefits and tax counseling services, generally provided or arranged by our subsidiary, The Ayco Company, L.P. (Ayco), to assist them with tax and regulatory compliance and to provide them with more time to focus on the needs of our business. Our NEOs participate in our executive medical and dental program and receive executive life insurance while they remain PMDs. Our NEOs also receive long-term disability insurance coverage. Our NEOs (and their covered dependents) are also eligible for a retiree healthcare program and receive certain other perquisites, some of which have no incremental cost to us. At our request, Mr. Coleman relocated from London to our New York office in 2021, and Mr. Berlinski did so in 2019. To this end, during 2022,2023, consistent with our standard Global Mobility Services programs, Messrs. Coleman and Berlinski received international assignment relocation benefits and tax equalizationprotection and/or protectionequalization payments, as applicable, in connection with their respective arrangements. See “All Other Compensation” and footnote (e) in —Executive —Executive Compensation—20222023 Summary Compensation TableTable.. Section 162(m) Section 162(m) of the Internal Revenue Code limits the tax deductibility of executive compensation paid to each of our “covered employees” to $1 million. In setting 20222023 executive compensation, our Compensation Committee considered the factors identified in more detail in —How —How our Compensation Committee Makes Decisions and did not take this limit on deductibility into account. As a key element of the firm’s overall impact investing platform, we established ourGS Gives program to coordinate, facilitate and encourage global philanthropy by our PMDs. During 2021, theAccordingly, firm made contributions that supported an approximately $170$160 million 20222023 GS Gives program. GS Gives underscores our commitment to philanthropy through diversified and impactful giving, harnessing the collaborative spirit of the firm’s partnership while also inspiring our firm’s next generation of philanthropists. We ask our PMDs to make recommendations of not-for-profit organizations to receive grants from the firm’s contributions to GS Gives. Gives. GS Gives has made approximately $2.2$2.5 billion in grants and partnered with over 9,000 9,400 not-for-profit organizations supporting 140+ countries around the world since its inception. Grant recommendations from our PMDs help to ensure thatGS Gives invests in a diverse group of charities that improves the lives of people in communities around the world. We encourage our PMDs to make recommendations of grants to organizations consistent withGS GivesGives’’ mission of fostering innovative ideas, solving economic and social issues and enabling progress in underserved communities globally.GS Gives undertakes diligence procedures for donations and has no obligation to follow recommendations made to us by our PMDs. In 2022, 2023,GS Gives accepted the recommendations of over 500 current and retired PMDs and granted over $219$190 million to over 2,800 2,700 not-for-profit organizations around the world.GS Gives made grants in support ofacross a broadwide range of large-scale initiatives,areas, including relief effortsaccess to high quality education, support for veterans, and innovative medical research, in Ukraine,addition to our continued support for the Analyst Impact Fund, andwhich allows analysts to compete for a partnership benefiting food insecure families.grant from GS Gives for the nonprofit of their choice. Amounts recommended by our NEOs in 20222023 for donation byGS Gives were: Mr. Solomon –- $4 million; Mr. Waldron –- $3.5 million; Mr. Coleman – $3- $2.5 million; Mr. Berlinski –Ms. Ruemmler - $1 million; and Ms. Ruemmler –Mr. Berlinski - $1 million. | | | | | | | 54 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 55
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COMPENSATION MATTERS—EXECUTIVE COMPENSATION 20222023 SUMMARY COMPENSATION TABLE
Executive Compensation The 20222023 Summary Compensation Table below sets forth compensation information relating to 2023, 2022 2021 and 2020.2021. However, in accordance with SEC rules, compensation information for certain NEOs is only reported beginning with the year that such executive became an NEO. For a discussion of 20222023 annual NEO compensation, please read —Compensation Discussion and Analysis above. Pursuant to SEC rules, the 20222023 Summary Compensation Table is required to include for a particular year only those equity-based awards granted during that year, rather than awards granted after year-end, even if awarded for services in that year. SEC rules require disclosure of cash compensation to be included in the year earned,, even if payment is made after year-end. Generally, we grant equity-based awards and pay any cash variable compensation for a particular year shortly after that year’s end. As a result, annual equity-based awards and cash variable compensation are disclosed in each row of the table as follows: 2022
| | | | | | | ∎2023 | | “Bonus”∎ “Bonus” is cash variable compensation for 2023
∎ “Stock Awards” are PSUs awarded for 2022 (referred to as 2022 Year-End PSUs) |
| | | | | ∎2022 | | “Stock∎ “Bonus” is cash variable compensation for 2022
∎ “Stock Awards” are: |
| » PSUs awarded for 2021(referred (referred to as 2021 Year-End PSUs), including PSUs awarded to Mr. Coleman for 2021 that satisfy U.K. regulatory requirements in respect of Mr. Coleman’s prior role (referred to as 2021 Year-End U.K. PSUs) » RSUs awarded to Mr. Coleman for 2021that satisfy U.K. regulatory requirements in respect of Mr. Coleman’s prior role (referred to as 2021 U.K. RSUs) » SVC Awards granted to our CFO and other NEOs in 2022 |
2021
| | | | | ∎2021 | | “Bonus”∎ “Bonus” is cash variable compensation for 2021
|
| ∎ | | “Stock “Stock Awards” are:
|
| » PSUs awarded for 2020(referred (referred to as 2020 Year-End PSUs) » RSUs awarded for 2020(referred (referred to as 2020 Year-End RSUs) » SVC Awards granted to our CEO and COO in 2021 |
2020
| ∎ | | “Bonus” is cash variable compensation for 2020
|
| ∎ | | “Stock Awards” are PSUs awarded for 2019 (referred to as 2019 Year-End PSUs)
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| 20222023 Summary Compensation Table
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Change in Pension Value(d) ($) | | All Other Compen- sation(e) ($) | | Total ($) | | Year-End Awards(b) | | SVC Award(c) | | Total | | | | | | | | | | | David Solomon Chairman and CEO | | 2022 | | 2,000,000 | | 6,900,000 | | 22,404,343 | | — | | 22,404,343 | | — | | 305,077 | | 31,609,420 | | 2021 | | 2,000,000 | | 9,900,000 | | 10,334,614 | | 17,045,566 | | 27,380,180 | | — | | 264,892 | | 39,545,072 | | 2020 | | 2,000,000 | | 4,650,000 | | 17,036,275 | | — | | 17,036,275 | | 192 | | 254,190 | | 23,940,657 | | | | | | | | | | | John Waldron President and COO | | 2022 | | 1,850,000 | | 8,660,000 | | 18,127,364 | | — | | 18,127,364 | | — | | 343,897 | | 28,981,261 | | 2021 | | 1,850,000 | | 12,460,000 | | 9,515,417 | | 11,363,788 | | 20,879,205 | | — | | 319,593 | | 35,508,798 | | 2020 | | 1,850,000 | | 6,660,000 | | 12,970,318 | | — | | 12,970,318 | | 1,259 | | 278,153 | | 21,759,730 | | | | | | | | | | | Denis Coleman CFO | | 2022 | | 1,850,000 | | 6,060,000 | | 11,158,962 | | 3,341,555 | | 14,500,517 | | — | | 1,158,036 | | 23,568,553 | | | | | | | | | | | Philip Berlinski Global Treasurer | | 2022 | | 1,500,000 | | 3,400,000 | | 9,242,922 | | 2,339,034 | | 11,581,956 | | — | | 4,648,229 | | 21,130,185 | | 2021 | | 1,108,046(a) | | 6,556,898 | | 6,341,994 | | — | | 6,341,994 | | 51,518 | | 2,908,899 | | 16,967,355 | | | | | | | | | | | Kathryn Ruemmler CLO and General Counsel | | 2022 | | 1,500,000 | | 4,200,000 | | 9,021,951 | | 2,339,034 | | 11,360,985 | | — | | 68,577 | | 17,129,562 | | 2021 | | 1,500,000 | | 6,400,000 | | 4,731,963 | | — | | 4,731,963 | | — | | 63,358 | | 12,695,321 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal
Position | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Change in Pension Value ($)(d) | | | All Other Compen- sation ($)(e) | | | Total ($) | | | | Year-End Awards(b) | | | SVC Award(c) | | | Total | | | | | | | | | | | | David Solomon Chairman and CEO | | | 2023 | | | | 2,000,000 | | | | 8,700,000 | | | | 15,649,863 | | | | — | | | | 15,649,863 | | | | 99 | | | | 320,855 | | | | 26,670,817 | | | | | 2022 | | | | 2,000,000 | | | | 6,900,000 | | | | 22,404,343 | | | | — | | | | 22,404,343 | | | | — | | | | 305,077 | | | | 31,609,420 | | | | | 2021 | | | | 2,000,000 | | | | 9,900,000 | | | | 10,334,614 | | | | 17,045,566 | | | | 27,380,180 | | | | — | | | | 264,892 | | | | 39,545,072 | | | | | | | | | | | | John Waldron President and COO | | | 2023 | | | | 1,850,000 | | | | 11,260,000 | | | | 12,626,934 | | | | — | | | | 12,626,934 | | | | 492 | | | | 355,563 | | | | 26,092,989 | | | | | 2022 | | | | 1,850,000 | | | | 8,660,000 | | | | 18,127,364 | | | | — | | | | 18,127,364 | | | | — | | | | 343,897 | | | | 28,981,261 | | | | | 2021 | | | | 1,850,000 | | | | 12,460,000 | | | | 9,515,417 | | | | 11,363,788 | | | | 20,879,205 | | | | — | | | | 319,593 | | | | 35,508,798 | | | | | | | | | | | | Denis Coleman CFO | | | 2023 | | | | 1,850,000 | | | | 7,260,000 | | | | 8,835,914 | | | | — | | | | 8,835,914 | | | | 2,360 | | | | 619,147 | | | | 18,567,421 | | | | | 2022 | | | | 1,850,000 | | | | 6,060,000 | | | | 11,158,962 | | | | 3,341,555 | | | | 14,500,517 | | | | — | | | | 1,158,036 | | | | 23,568,553 | | | | | | | | | | | | Kathryn Ruemmler
CLO and General Counsel | | | 2023 | | | | 1,500,000 | | | | 5,800,000 | | | | 5,947,730 | | | | — | | | | 5,947,730 | | | | — | | | | 68,289 | | | | 13,316,019 | | | | | 2022 | | | | 1,500,000 | | | | 4,200,000 | | | | 9,021,951 | | | | 2,339,034 | | | | 11,360,985 | | | | — | | | | 68,577 | | | | 17,129,562 | | | | | 2021 | | | | 1,500,000 | | | | 6,400,000 | | | | 4,731,963 | | | | — | | | | 4,731,963 | | | | — | | | | 63,358 | | | | 12,695,321 | | | | | | | | | | | | Philip Berlinski Global Treasurer | | | 2023 | | | | 1,500,000 | | | | 4,600,000 | | | | 4,815,002 | | | | — | | | | 4,815,002 | | | | 30,245 | | | | 3,309,859 | | | | 14,255,106 | | | | | 2022 | | | | 1,500,000 | | | | 3,400,000 | | | | 9,242,922 | | | | 2,339,034 | | | | 11,581,956 | | | | — | | | | 4,648,229 | | | | 21,130,185 | | | | | 2021 | | | | 1,108,046 | (a) | | | 6,556,898 | | | | 6,341,994 | | | | — | | | | 6,341,994 | | | | 51,518 | | | | 2,908,899 | | | | 16,967,355 | |
| | | | | | 56 | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSGoldman Sachs | GOLDMAN SACHSProxy Statement for the 2024 Annual Meeting of Shareholders | | | 55
COMPENSATION MATTERS—EXECUTIVE COMPENSATION 20222023 SUMMARY COMPENSATION TABLE
| (a) | Reflects Mr. Berlinski’s effective salary for 2021, which amount takes into account his annualized salary increase to $1.5 million, effective as of September 20, 2021, in connection with his appointment to the Management Committee. |
| (b) | Amounts included for 2023 represent the grant date fair value of 2022 Year-End PSUs granted in January 2023 for services in 2022. Grant date fair value for 2022 Year-End PSUs for Messrs. Solomon, Waldron and Coleman is determined by multiplying the target number of PSUs by $354.97, the closing price per share of Common Stock on the NYSE on January 26, 2023, the grant date. Grant date fair value for 2022 Year-End PSUs for Ms. Ruemmler and Mr. Berlinski is determined by multiplying the target number of PSUs by $349.09, the closing price per share of Common Stock on the NYSE on January 18, 2023, the grant date. For the portion of the 2022 Year-End PSUs granted to each of our NEOs that are stock settled, the value includes an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. Assuming achievement of maximum performance targets, the grant date fair value of 2022 Year-End PSUs for each of Messrs. Solomon, Waldron, Coleman and Berlinski and Ms. Ruemmler would be $23,474,795, $18,940,568, $13,253,870, $7,222,502 and $8,921,760, respectively. Amounts included for 2022 represent the grant date fair value of 2021 Year-End PSUs, and for Mr. Coleman, 2021 Year-End U.K. PSUs and 2021 U.K. RSUs, in each case granted in January 2022 for services in 2021. Grant date fair value for 2021 Year-End PSUs for Messrs. Solomon and Waldron is determined by multiplying the target number of PSUs by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date. Grant date fair value for 2021 Year-End PSUs for Messrs. Coleman (including his 2021 Year-End U.K. PSUs) and Berlinski and Ms. Ruemmler is determined by multiplying the target number of PSUs by $347.32, the closing price per share of Common Stock on the NYSE on January 19, 2022, the grant date. For the portion of the 2021 Year-End PSUs granted to each of our NEOs that are stock-settled,stock settled, the value includes an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. For Mr. Coleman’s 2021 Year-End U.K. PSUs, the value includes an approximately 14% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Assuming achievement of maximum performance targets, the grant date fair value of 2021 Year-End PSUs for each of Messrs. Solomon, Waldron, Coleman and Berlinski and Ms. Ruemmler would be $33,606,688, $27,191,219, $3,894,900, $13,864,382 and $13,533,089, respectively. Assuming achievement of maximum performance targets, the grant date fair value of 2021 Year-End U.K. PSUs for Mr. Coleman would be $12,241,470. Grant date fair value for 2021 U.K. RSUs granted to Mr. Coleman is determined by multiplying the aggregate number of RSUs by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date. Amounts included for 2021 represent the grant date fair value of 2020 Year-End RSUs and 2020 Year-End PSUs, as applicable, in each case granted in January 2021 for services in 2020. Grant date fair value for 2020 Year-End RSUs and 2020 Year-End PSUs is determined by multiplying the aggregate number of RSUs or target number of PSUs, as applicable, by $290.47, the closing price per share of Common Stock on the NYSE on January 20, 2021, the grant date. For the portion of the 2020 Year-End PSUs granted to Messrs. Solomon and Waldron and Ms. Ruemmler that are stock-settled,stock settled, the value includes an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. Assuming achievement of maximum performance targets, the grant date fair value of 2020 Year-End PSUs for each of Messrs. Solomon and Waldron and Ms. Ruemmler would be $15,501,920, $14,273,125 and $1,816,125, respectively. For the 2020 Year-End RSUs granted to Ms. Ruemmler and Mr. Berlinski, and Ms. Ruemmler, the value includes an approximately 12% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs. Amounts included for 2020 represent the grant date fair value of 2019 Year-End PSUs granted in January 2020 for services in 2019. Grant date fair value for 2019 Year-End PSUs is determined by multiplying the target number of PSUs by $249.72, the closing price per share of Common Stock on the NYSE on January 16, 2020, the grant date. For the portion of the 2019 Year-End PSUs granted to Messrs. Solomon and Waldron that are stock-settled, the value includes an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. Assuming achievement of maximum performance targets, the grant date fair value of 2019 Year-End PSUs for each of Messrs. Solomon and Waldron would be $25,554,412 and $19,455,477, respectively. |
| (c) | Amounts included represent the grant date fair value of SVC Awards granted to Messrs. Solomon and Waldron in October 2021 and to Messrs. Coleman and Berlinski and Ms. Ruemmler in January 2022. Grant date fair value for SVC Awards granted to Messrs. Solomon and Waldron is determined by multiplying the target number of SVC Awards by $407.59, the closing price per share of Common Stock on the NYSE on October 21, 2021, the grant date, and including an approximately 43% discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards. Grant date fair value for SVC Awards granted to Messrs. Coleman and Berlinski and Ms. Ruemmler is determined by multiplying the target number of SVC Awards by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date, and including an approximately 61% discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards. Assuming achievement of maximum performance targets and vesting requirements, the grant date fair value of the SVC Awards for each of Messrs. Solomon, Waldron, Coleman and Berlinski and Ms. Ruemmler would be $25,568,349, $17,045,682, $5,012,332, $3,508,619 and $3,508,619, respectively. |
| (d) | Ms. Ruemmler is not a participant in any applicable plan. For 2022, the change in pension value for certain NEOs was negative as follows: Mr. Solomon: $(382); Mr. Waldron: $(2,741); Mr. Coleman: $(15,595) and Mr. Berlinski: $(519,848). |
| (e) | The following chart, together with the narrative below, describes the benefits and perquisites for 20222023 contained in the “All Other Compensation” column above. |
| | | | | | | | | | | | | | | | | | | | | | | | Name | | Defined
Contribution Plan Employer
Contribution ($) | | Term Life
Insurance
Premium ($) | | Executive
Medical and
Dental Plan
Premium ($) | | Long-Term
Disability
Insurance
Premium ($) | | Executive
Life
Premium ($) | | Benefits and
Tax Counseling
Services ($)* | | Car
($)** | | | | | | | | | David Solomon | | 12,500 | | 118 | | 19,371 | | 423 | | 20,990 | | 150,485 | | 68,856 | | | | | | | | | John Waldron | | 12,500 | | 118 | | 78,311 | | 423 | | 10,503 | | 158,026 | | 83,551 | | | | | | | | | Denis Coleman | | 12,500 | | 118 | | 78,311 | | 423 | | 6,589 | | 71,268 | | 78,549 | | | | | | | | | Philip Berlinski*** | | 21,744 | | 428 | | 64,050 | | 1,907 | | 8,722 | | 87,206 | | — | | | | | | | | | Kathryn Ruemmler | | 12,500 | | 118 | | 19,371 | | 423 | | 11,341 | | 24,630 | | — |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Defined
Contribution
Plan Employer
Contribution ($) | | Term Life
Insurance
Premium ($) | | Executive
Medical and
Dental Plan
Premium ($) | | Long-Term
Disability
Insurance
Premium ($) | | | Executive
Life
Premium
($) | | Benefits and
Tax Counseling
Services ($)* | | Car
($)** | | | | | | | | | | David Solomon | | 12,500 | | 118 | | 22,090 | | | 397 | | | 28,028 | | 149,815 | | | 77,231 | | | | | | | | | | John Waldron | | 12,500 | | 118 | | 89,336 | | | 397 | | | 10,877 | | 153,825 | | | 87,933 | | | | | | | | | | Denis Coleman | | 12,500 | | 118 | | 89,336 | | | 397 | | | 6,736 | | 73,595 | | | 83,786 | | | | | | | | | | Kathryn Ruemmler | | 12,500 | | 118 | | 22,090 | | | 397 | | | 11,608 | | 21,381 | | | — | | | | | | | | | | Philip Berlinski*** | | 20,535 | | 428 | | 66,201 | | | 1,428 | | | 9,300 | | 78,087 | | | — | |
| | | | * |
| Amounts reflect the incremental cost to us of benefits and tax counseling services provided by Ayco or by another third-party provider, as applicable. For services provided by Ayco, cost is determined based on the number of hours of service provided by, and compensation paid to, individual service providers. For services provided by others, amounts are payments made by us to those providers. |
** | |
Amounts reflect the incremental cost to us attributable to commuting and other non-business use. We made available to each member of our Executive Leadership Team in 20222023 a car and driver for security and business purposes. The cost of providing a car is determined on an annual basis and includes, as applicable, annual car lease, car service fees, insurance cost and driver compensation, as well as miscellaneous expenses (e.g., fuel, car maintenance). |
| *** | |
Certain of the amounts for Mr. Berlinski have been converted from British Pounds Sterling into U.S. Dollars at a rate of 1.24461.2430 Dollars per Pound, which was the average daily rate in 2022.2023. |
| | | | | 56 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
| | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 GRANTS OF PLAN-BASED AWARDS
Also included in the “All Other Compensation” column are amounts reflecting the incremental cost to us of providing our identity theft safeguards program for U.S. PMDs, assistance with certain travel arrangements, in-office meals and security services. We provide personal security (the incremental cost of which was $31,610$29,990 for Mr. Solomon) for the benefit of our firm and our shareholders. We do not consider these security measures to be personal benefits but rather business-related necessities due to the high-profile standing of our CEO. Mr. Coleman previously relocated to | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 57 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION 2023 GRANTS OF PLAN-BASED AWARDS our New York office at our request and, for 2022,2023, Mr. Coleman received relocation benefits of approximately $443,000$169,000 and tax protection payments of approximately $466,000.$181,000. In addition, Mr. Berlinski previously relocated to our New York office at our request and, for 2022,2023, Mr. Berlinski received international assignment benefits of approximately $351,000$153,000 and tax equalization and protection payments of approximately $4.1$3 million. In each case, these benefits and payments were part of our standard Global Mobility Services programs applicable to relocating employees, and the tax equalization and protection payments were intended to cover certain taxes that are over and above those that Messrs. Coleman and Berlinski would have incurred if they had not relocated to New York. We provide our NEOs, on terms consistent with those provided to our other executive officers and also to our PMDs and at no upfront incremental out-of-pocket cost to our firm, waived or reduced fees, as well as interests in overrides (the level of which may vary based on certain eligibility criteria) in connection with investments in certain funds and other accounts managed or sponsored by Goldman Sachs, unused tickets to certain events and certain negotiated discounts with third-party vendors. We make availableThe primary purpose of our corporate aircraft is to facilitate business. Our CEO is expected to use our corporate aircraft, including for personal travel, for security reasons, as well as to maximize the efficiency of his travel time and his availability for firm business. In addition, our other NEOs private aircraft.who have time sharing agreements with us may use our corporate aircraft for personal use in limited circumstances. Our policy is to limit personal use of such aircraft by our NEOs and to require reimbursement of the aggregate incremental costs to usthe firm associated with suchany personal use as permitted by Federal Aviation regulations. In situations where an NEO brings a personal guest as a passenger on a business-related flight, the NEO pays us an amount equal to the aggregate incremental cost to us, if any, for such personal guest.our CEO or other NEOs.
| | 20222023 Grants of Plan-Based Awards
|
The following table sets forth 2021 2022 Year-End PSUs 2021 Year-End U.K. PSUs and 2021 U.K. RSUs, as applicable, granted in early 2022, as well as SVC Awards granted in January 2022.2023. In accordance with SEC rules, the table does not include awards that were granted in 2023.2024. See —Co—mpensationCompensation Discussion and Analysis above for a discussion of those awards. | | | | | | | | | | | | | Name | | Grant Date | | Estimated Future Payouts Under Equity
Incentive Plan Awards(a) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(b) | | Grant Date
Fair Value of Stock Awards ($)(c) | | | | | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | | David Solomon | | 1/28/2022 | | 0 | | 66,569 | | 99,854 | | — | | 22,404,343 | | | | | | | | John Waldron | | 1/28/2022 | | 0 | | 53,861 | | 80,792 | | — | | 18,127,364 | | | | | | | | Denis Coleman | | 1/19/2022 | | 0 | | 27,230 | | 40,845 | | — | | 8,160,980 | | | | | | | | | | 1/19/2022 | | 0 | | 7,955 | | 11,933 | | — | | 2,596,491 | | | | | | | | | | 1/28/2022 | | 0 | | 24,422 | | 36,633 | | — | | 3,341,555 | | | | | | | | | | | 1/28/2022 | | — | | — | | — | | 1,157 | | 401,491 | | | | | | | | Philip Berlinski | | 1/19/2022 | | 0 | | 28,318 | | 42,477 | | — | | 9,242,922 | | | | | | | | | | | 1/28/2022 | | 0 | | 17,095 | | 25,643 | | — | | 2,339,034 | | | | | | | | Kathryn Ruemmler | | 1/19/2022 | | 0 | | 27,641 | | 41,462 | | — | | 9,021,951 | | | | | | | | | | | 1/28/2022 | | 0 | | 17,095 | | 25,643 | | — | | 2,339,034 |
| | | | | | | | | | | Name | | Grant Date | | Estimated Future Payouts Under Equity Incentive Plan Awards(a) | | Grant Date Fair Value of Stock Awards ($)(b) | | | Threshold (#) | | Target (#) | | Maximum (#) | | | | | | | David Solomon | | 1/26/2023 | | 0 | | 45,356 | | 68,034 | | 15,649,863 | | | | | | | John Waldron | | 1/26/2023 | | 0 | | 36,595 | | 54,893 | | 12,626,934 | | | | | | | Denis Coleman | | 1/26/2023 | | 0 | | 25,608 | | 38,412 | | 8,835,914 | | | | | | | Kathryn Ruemmler | | 1/18/2023 | | 0 | | 18,047 | | 27,071 | | 5,947,730 | | | | | | | Philip Berlinski | | 1/18/2023 | | 0 | | 14,610 | | 21,915 | | 4,815,002 |
| (a) | Consists of 2021 2022 Year-End PSUs 2021 Year-End U.K. PSUs and SVC Awards granted in January 2022.2023. See —20222023 Outstanding Equity Awards at Fiscal Year-End and —Potential Payments upon Termination or Change in Controlbelow for additional information. |
| (b) | Consists of 2021 U.K. RSUs granted in January 2022. See —2022 Non-Qualified Deferred Compensation and —Potential Payments upon Termination or Change in Control below for additional information.
|
(c) | Amounts included represent the grant date fair value. Grant date fair value for 2021 2022 Year-End PSUs for Messrs. Solomon, Waldron and WaldronColeman is determined by multiplying the target number of PSUs by $347.01,$354.97, the closing price per share of Common Stock on the NYSE on January 28, 2022,26, 2023, the grant date. Grant date fair value for 2021 2022 Year-End PSUs for Messrs. Coleman (including his 2021 Year-End U.K. PSUs)Ms. Ruemmler and Mr. Berlinski and Ms. Ruemmler is determined by multiplying the target number of PSUs by $347.32,$349.09, the closing price per share of Common Stock on the NYSE |
| | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 57 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| on January 19, 2022,18, 2023, the grant date. For the portion of the 2021 2022 Year-End PSUs granted to each of our NEOs that are stock-settled,stock settled, the value includes an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. For Mr. Coleman’s 2021 Year-End U.K. PSUs, the value includes an approximately 14% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Grant date fair value for 2021 U.K. RSUs granted to Mr. Coleman is determined by multiplying the aggregate number of RSUs by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date. Grant date fair value for SVC Awards granted to Messrs. Coleman and Berlinski and Ms. Ruemmler is determined by multiplying the target number of SVC Awards by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date, and applying an approximately 61% discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards. |
| | 20222023 Outstanding Equity Awards at Fiscal Year-End
|
The following table sets forth: | ∎ | | 2022 Year-End PSUs granted in January 2023 to each of our NEOs; |
| | ∎ | | 2021 Year-End PSUs granted in January 2022 to each of our NEOs (including 2021 Year-End U.K. PSUs granted in January 2022 to Mr. Coleman); |
| | ∎ | | 2020 Year-End PSUs granted in January 2021 to Messrs. Solomon and Waldron and Ms. Ruemmler; |
| | ∎ | | 2020 Year-End RSUs granted in January 2021 to Ms. Ruemmler;
|
| ∎ | | 2019 Year-End PSUs granted in January 2020 to Messrs. Solomon and Waldron;
|
| ∎ | | SVC Awards granted to Messrs. Solomon and Waldron in October 2021 and to Messrs. Coleman and Berlinski and Ms. Ruemmler in January 2022; and |
| | ∎ | | RSUs granted to Ms. Ruemmler in April 2020 when she joined our firm. |
| | | | | | | | | | | | Name | | Stock Awards | | | Number of Shares or
Units that Have Not
Vested (#)(a) | | Market Value of
Shares or Units that
Have Not Vested ($)(b) | | Equity Incentive Plan
Awards: Number of
Unearned Shares, Units or Other Rights that Have Not Vested (#)(c) | | Equity Incentive Plan
Awards: Market or Payout
Value of Unearned Shares,
Units or Other Rights that
Have Not Vested ($)(b) | | | | | | | David Solomon | | — | | — | | 303,087 | | 104,074,014 | | | | | | | John Waldron | | — | | — | | 235,926 | | 81,012,270 | | | | | | | Denis Coleman | | — | | — | | 59,607 | | 20,467,852 | | | | | | | Philip Berlinski | | — | | — | | 45,413 | | 15,593,916 | | | | | | | Kathryn Ruemmler | | 36,011 | | 12,365,457 | | 51,645 | | 17,733,860 |
| | | | | 58 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION 2023 STOCK VESTED | | | | | | | | | | | | | | | | Name | | Stock Awards | | | Number of Shares or Units that Have Not
Vested (#)(a) | | | Market Value of Shares or Units
that Have Not
Vested ($)(b) | | | Equity Incentive Plan
Awards: Number of Unearned Shares, Units
or Other Rights that Have
Not Vested (#)(c) | | Equity Incentive Plan
Awards: Market or Payout
Value of Unearned Shares,
Units or Other Rights that
Have Not Vested ($)(b) | | | | | | | David Solomon | | | — | | | | — | | | 241,221 | | 93,055,825 | | | | | | | John Waldron | | | — | | | | — | | | 190,889 | | 73,639,250 | | | | | | | Denis Coleman | | | — | | | | — | | | 85,215 | | 32,873,391 | | | | | | | Kathryn Ruemmler | | | 15,937 | | | | 6,148,016 | | | 69,692 | | 26,885,083 | | | | | | | Philip Berlinski | | | — | | | | — | | | 60,023 | | 23,155,073 |
| (a) | The awards reflected in this column are the unvested portion of each of the 2020 Year-End RSUs granted in January 2021 to Ms. Ruemmler and the RSUs granted to Ms. Ruemmler in April 2020.2020, which vest in December 2024. |
| (b) | Pursuant to SEC rules, the dollar value in this column represents the number of shares shown in the immediately prior column multiplied by $343.38,$385.77, the closing price per share of Common Stock on the NYSE on December 30, 202229, 2023 (the last trading day of the year). |
| (c) | The awards reflected in this column are the 2022 Year-End PSUs granted in January 2023 to each of our NEOs, 2021 Year-End PSUs granted in January 2022 to each of our NEOs, 2021 Year-End U.K. PSUs granted in January 2022 to Mr. Coleman and 2020 Year-End PSUs granted in January 2021 to Messrs. Solomon and Waldron and Ms. Ruemmler and the 2019 Year-End PSUs granted in January 2020 to Messrs. Solomon and Waldron.Ruemmler. It also reflects the SVC Awards granted to Messrs. Solomon and Waldron in October 2021 and to Messrs. Coleman and Berlinski and Ms. Ruemmler in January 2022. Pursuant to SEC rules, the 2019 Year-End PSUs are represented at the maximum number of shares that may be earned, the 2020 Year-End PSUs are represented at the maximum number of shares that may be earned, and each of the 2021 Year-End PSUs, are represented at the target number of shares that may be earned, the 2021 Year-End U.K. PSUs, are represented at the target number of shares that may be earned2022 Year-End PSUs and the SVC Awards are represented at the target number of shares that may be earned. The ultimate number of shares earned under the 2019, 2020, and 2021 Year-End PSUs and(including the 2021 Year-End U.K. PSUs) and 2022 Year-End PSUs (if any) will be determined based on the firm’s average ROE, both on an absolute basis and relative to a Peer group, over 2020-2022, 2021-2023, 2022-2024 and 2022-2024,2023-2025, respectively. The ultimate number of shares earned under the SVC Awards (if any) will be determined based on the achievement of TSR goals on an absolute basis and relative to a Peer group over a five-year performance period beginning in October 2021. In each case, the amount shown does not represent the actual achievement to date under the award, and final information, including regarding applicable Peer group performance to date, was not available as of the time of filing of this Proxy Statement. |
| | | | | | 58 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
| | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 STOCK VESTED
The following table sets forth information regarding the value of the 20182019 Year-End PSUs granted to Messrs. Solomon and Waldron, which settled on May 2, 2022, 2021 U.K. RSUs granted to Mr. Coleman in January 20223, 2023, and certain of Ms. Ruemmler’s April 2020 and 2020 Year-End RSUs. No information is reportable with respect to Mr.Messrs. Coleman and Berlinski for 20222023 in this table. 20192020 Year-End PSUs granted to Messrs. Solomon and Waldron and Ms. Ruemmler, which are expected to settle in Spring 20232024 when final information regarding applicable Peer performance is available, will be reflected in the 20232024 Stock Vested table in our Proxy Statementproxy statement for our 20242025 Annual Meeting of Shareholders. | | | | | | | | | Name | | Stock Awards | | | Number of Shares Acquired on
Vesting (#) | | Value Realized
(d)(c)
| | | | David Solomon | | 116,120107,222(a)
| | 36,505,24336,079,673
| | | | John Waldron | | 87,39881,632(a) | | 27,475,76427,468,766
| | | | Denis Coleman Kathryn Ruemmler
| | 1,15720,074(b) | | 401,491 | | | | Kathryn Ruemmler
| | 20,074(c)
| | 6,893,0107,743,947
|
| (a) | Includes the number of shares of Common Stock underlying 20182019 Year-End PSUs that were settled 50% in cash and 50% in shares of Common Stock on May 2, 20223, 2023 following the end of the applicable performance period on December 31, 2021.2022. The final amounts payable under these PSUs were calculated based on the firm’s average annual ROE over the applicable performance period (see —Compensation —Compensation Discussion and Analysis—Overview ofAnalysis —Equity-Based Variable Compensation Elements—Annual Variable CompensationA More Detailed Look—PSUs in our Proxy Statementproxy statement for our 20192020 Annual Meeting of Shareholders for more details). The initial number of PSUs granted to each of Messrs. Solomon and Waldron was 77,41371,481 and 58,265,54,421, respectively, and the average ROE over the performance period was 14.7%14.8% (at the 97th100th percentile versus Peers), resulting in a 150% multiplier. The final number of PSUs earned by Messrs. Solomon and Waldron was 116,120107,222 and 87,398,81,632, respectively. |
| (b) | Includes the number of shares of Common Stock underlying 2021 U.K. RSUs, which were vested upon grant. These shares were delivered in January 2023.
|
(c) | Includes the number of shares of Common Stock underlying one-third of Ms. Ruemmler’s 2020 Year-End RSUs, which vested during 20222023 and were delivered in January 2023. The remaining one-third of these 2020 Year-End RSUs are subject to vesting and delivery on or about the third anniversary of the grant date and substantially2024. Substantially all of the shares of Common Stock underlying the 2020 Year-End RSUs that are or will bewere delivered to Ms. Ruemmler are subject to transfer restrictions until January 2026. Also includes the number of shares of Common Stock underlying one-third of Ms. Ruemmler’s April 2020 RSUs, which vested during 20222023 and were delivered in January 2023.2024. The remaining two-thirdsone-third of these April 2020 RSUs are subject to vesting in equal parts in December 2023 and December 2024 and delivery in equal parts in January 2024 and January 2025. |
(d)(c) | With respect to Messrs. Solomon and Waldron’s 20182019 Year-End PSUs, values were determined by multiplying 50% of the aggregate number of PSUs earned, representing the cash-settled portion of the award, by $323.26,$339.62, the ten-day average closing price per share of Common Stock on the NYSE on April 18, 202219, 2023 – April 29, 2022,May 2, 2023, and multiplying 50% of the aggregate number of PSUs earned, representing the stock-settled portion of the award, by $305.49,$333.37, the closing price per share of Common Stock on the NYSE on April 29, 2022.May 2, 2023. Messrs. Solomon and Waldron also received approximately $2,049,518$2,466,106 and $1,542,575,$1,877,536, respectively, in respect of the accrued dividend equivalents underlying these earned PSUs. With respect to Ms. Ruemmler’s RSUs, values were determined by multiplying the aggregate number of RSUs by $343.38,$385.77, the closing price per share of Common Stock on the NYSE on December 30, 2022,29, 2023, the last trading day prior to December 31, 2022,2023, the vesting date. With respect to Mr. Coleman’s 2021 U.K. RSUs, values were determined by multiplying the aggregate number of RSUs by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date. In accordance with SEC rules the —2022 Summary Compensation Table and —2022 Grants of Plan-Based Awards sections above include the grant date fair value of the 2021 U.K. RSUs. |
| | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 59 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION 20222023 PENSION BENEFITS
| | 20222023 Pension Benefits
|
The following table sets forth pension benefit information as of December 31, 2022.2023. The Goldman Sachs Employees’ Pension Plan (GS Pension Plan) was frozen as of November 27, 2004, and none of our NEOs has accrued additional benefits thereunder since November 30, 20022001 (at the latest). Mr. Berlinski is a participant in The Goldman Sachs U.K. Retirement Plan (GS U.K. Retirement Plan), which was frozen as of March 31, 2016. Mr. Berlinski has not accrued benefits under the GS U.K. Retirement Plan since that time. Ms. Ruemmler is not a participant in any plan reportable in this table. | | | | | | Name | | Plan Name | | Number of Years
Credited Services
(#)(a) | | Present Value of
Accumulated
Benefit ($)(b) | | Payments During
Last Fiscal Year ($) | | Plan Name | Plan Name | | Number of Years Credited Services (#)(a) | Number of Years Credited Services (#)(a) | | Present Value of Accumulated Benefit ($)(b) | Present Value of Accumulated Benefit ($)(b) | | Payments During Last Fiscal Year ($) | Payments During Last Fiscal Year ($) | | | David Solomon | | GS Pension Plan | | 1 | | 1,279 | | — | David Solomon | | David Solomon | | David Solomon | | David Solomon | | | GS Pension Plan | | 1 | | 1,378 | | — | | John Waldron | | John Waldron | | John Waldron | | John Waldron | | | John Waldron | | GS Pension Plan | | 1 | | 5,400 | | — | | GS Pension Plan | GS Pension Plan | | 1 | 1 | | 5,892 | 5,892 | | — | — | | | Denis Coleman | | GS Pension Plan | | 6 | | 23,479 | | — | Denis Coleman | | Denis Coleman | | Denis Coleman | | Denis Coleman | | | GS Pension Plan | | 6 | | 25,839 | | — | | | Philip Berlinski | | GS U.K. Retirement Plan | | 15 | | 327,828 | | — | Philip Berlinski | | Philip Berlinski | | Philip Berlinski | | Philip Berlinski | | | GS U.K. Retirement Plan | | 15 | | 358,073 | | — |
| (a) | Our employees, including Messrs. Solomon, Waldron, Coleman and Berlinski, were credited for service for each year employed by us while eligible to participate in our GS Pension Plan or GS U.K. Retirement Plan, as applicable. |
| (b) | Represents the present value of the entire accumulated benefit and not the annual payment an NEO would receive once his benefits commence. Prior to being frozen, our GS Pension Plan provided an annual benefit equal to between 1% and 2% of the first $75,000 of the participant’s compensation for each year of credited service. The normal form of payment is a single life annuity for single participants and an actuarially equivalent 50% joint and survivor annuity for married participants. The present values shown in this column were determined using the following assumptions: payment of a single life annuity following retirement at either the normal retirement age (age 65) or immediately (if an NEO is over 65); a 5.27%5.08% discount rate; and mortality estimates based on the Pri-2012 white collar fully generational mortality table, with adjustments to reflect continued improvements in mortality based on Scale MP-2021. Our GS Pension Plan provides for early retirement benefits, and all of our participating NEOs became or will become eligible to elect early retirement benefits upon reaching age 55. Prior to being frozen, our GS U.K. Retirement Plan provided for an annual benefit equal to 1.25% of the first £81,000 of the participant’s compensation for each year of credited service. The normal form of payment is a single life annuity plus a contingent spouse’s annuity equal to two-thirds of the member’s pension. Mr. Berlinski has two records in the plan;plan: the normal retirement age for the first period of service is age 50, and the normal retirement age for the second period of service is age 65. The present value shown in this column reflects Mr. Berlinski’s accrued benefits with an annual cost of living adjustment that is applied pursuant to the terms of the GS U.K. Retirement Plan and was determined using the following assumptions: payment of a joint life annuity following retirement at normal retirement age; a 4.89%4.70% discount rate; mortality estimates based on the “S3 series all pensioner very light” mortality table, with adjustments to reflect continued improvements in mortality; and the GS U.K. Retirement Plan’s provision of early retirement benefits in respect of his second period of service and Mr. Berlinski’s eligibility to elect early retirement benefits upon reaching age 55. |
For a description of our 401(k) Plan and our U.K. Defined Contribution Arrangement, which are our tax-qualified defined contribution plans in the U.S. and U.K., respectively, see —Compensation Discussion and Analysis—Other Compensation Policies and Practices. | | 2022 2023 Non-Qualified Deferred Compensation
|
The following table sets forth information for each NEO, as applicable, with respect to vested RSUs granted for service in prior years for which the underlying shares of Common Stock had not yet been delivered during 20222023 (Vested and Undelivered RSUs). The Vested and Undelivered RSUs generally were awarded for services provided in 2021, 2020, 2019, 2018 2017 and 2016.2017. RSUs generally are not transferable. No information is reportable in this table for Messrs. Solomon and Waldron. | | ∎ | | Amounts shown as “Registrant Contributions” represent 2021 U.K. RSUs, which were vested at grant, and certain of the April 2020 and 2020 Year-End RSUs, which vested in December 2022.2023. |
| | ∎ | | Amounts shown as “Aggregate Earnings” reflect the change in market value of the shares of Common Stock underlying Vested and Undelivered RSUs, as well as dividend equivalents earned and paid on those shares, during 2022.2023. |
| | | | | 60 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
| | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | ∎ | | Amounts shown as “Aggregate Withdrawals/Distributions” reflect the value of shares of Common Stock underlying RSUs that were delivered, as well as dividend equivalents paid, during 2022.2023. |
| | | | | | | | | | | | | | | | | | | | | Name | | Vested and Undelivered RSUs | | Executive
Contributions
in Last Fiscal
Year ($) | | Registrant
Contributions
in Last Fiscal
Year ($)(a) | | Aggregate
Earnings
in Last
Fiscal Year
($)(b) | | Aggregate
Withdrawals/
Distributions
in Last Fiscal
Year ($) | | Aggregate
Balance at
Fiscal
Year-End
($)(c) | | | | | | | | | Denis Coleman | | Vested and Undelivered RSUs | | — | | 401,491 | | (2,555,129) | | 6,965,737 | | 15,531,764 | | | | | | | | | Philip Berlinski | | Vested and Undelivered RSUs | | — | | — | | (2,348,672) | | 8,328,241 | | 13,588,233 | | | | | | | | | Kathryn Ruemmler | | Vested and Undelivered RSUs | | — | | 6,893,010 | | (188,846) | | 1,573,179 | | 6,893,010 |
| | | | | 60 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Vested and Undelivered RSUs | | Executive Contributions in Last Fiscal Year ($) | | Registrant Contributions in Last Fiscal Year ($)(a) | | Aggregate Earnings in Last Fiscal Year ($)(b) | | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | | Aggregate Balance at Fiscal Year-End($)(c) | | | | | | | | Denis Coleman | | Vested and
Undelivered RSUs | | — | | — | | 1,258,253 | | 6,132,350 | | 10,657,668 | | | | | | | | Kathryn Ruemmler | | Vested and
Undelivered RSUs | | — | | 7,743,947 | | 99,366 | | 6,992,376 | | 7,743,947 | | | | | | | | Philip Berlinski | | Vested and
Undelivered RSUs | | — | | — | | 976,538 | | 7,418,768 | | 7,146,003 |
| (a) | For Mr. Coleman, value was determined by multiplying the aggregate number of RSUs by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date. For Ms. Ruemmler, value was determined by multiplying the aggregate number of RSUs by $343.38,$385.77, the closing price per share of Common Stock on the NYSE on December 30, 2022,29, 2023, the last trading day prior to December 31, 2022,2023, the vesting date.
|
| (b) | Aggregate earnings include changes in the market value of the shares of Common Stock underlying Vested and Undelivered RSUs during 2022.2023. In addition, certain RSUs include a dividend equivalent right, pursuant to which the holder is entitled to receive an amount equal to any ordinary cash dividends paid to the holder of a share of Common Stock approximately when those dividends are paid to shareholders. Amounts earned and paid on vested RSUs during 20222023 pursuant to dividend equivalent rights are also included. The vested RSUs included in these amounts and their delivery dates are as follows (to the extent received by each NEO):. |
| | | | | | Vested RSUs | | Delivery | | | 2021 U.K.April 2020 RSUs | | For Mr. Coleman: Delivered in January 2023. | | | April 2020 RSUs | | For Ms. Ruemmler: One-third delivered in January 20232024 and one-third deliverable on or about each of January 2024 and January 2025.2025 following vesting in December 2024. | | | 2020 Year-End RSUs | | For Ms. Ruemmler and Mr. Berlinski and Ms. Ruemmler: Berlinski: One-third delivered in January 2023 and the remaining one-third deliverable on or about the third anniversary of grant.2024. For Mr. Coleman: one-fifth delivered in January 2023 and one-fifth deliverable on or about each of the third, fourth and fifth anniversaries of grant. | | | 2019 Year-End RSUs | | For Mr. Berlinski: 26% delivered in January 2023 and approximately 11% are deliverable on or about each of the fourth and fifth anniversaries of grant, respectively. For Mr. Coleman: one-fifth delivered in January 20232024 and one-fifth deliverable on or about each of the fourth and fifth anniversaries of grant. | | | 2018 2019 Year-End RSUs | | For Mr. Berlinski: Approximately 11% delivered in January 2024 and the remaining approximately 11% deliverable on or about the fifth anniversary of grant. For Mr. Coleman: one-fifth delivered in January 2024 and one-fifth deliverable on or about the fifth anniversary of grant. | | | 2018 Year-End RSUs | | For Mr. Berlinski and Mr. Coleman: One-fifth delivered in January 2023 and the remaining one-fifth deliverable on or about the fifth anniversary of grant. | | | 2017 Year-End RSUs | | For Mr. Berlinski and Mr. Coleman: Delivered in January 2023.2024. |
| | Delivery of shares of Common Stock underlying RSUs may be accelerated in certain limited circumstances (e.g., in the event that the holder of the RSU dies or leaves the firm to accept a governmental position where retention of the RSU would create a conflict of interest). See—Potential —Potential Payments upon Termination or Change in Control for treatment of the RSUs upon termination of employment. |
| (c) | The Vested and Undelivered RSUs included in these amounts are 2020, 2019 and 2018 Year-End and 2017 Year-End, April 2020 and/or 2021 U.K. RSUs. Values for RSUs were determined by multiplying the number of RSUs by $343.38,$385.77, the closing price per share of Common Stock on the NYSE on December 30, 202229, 2023 (the last trading day of the year). |
| | Potential Payments upon Termination or Change in Control |
| | Our NEOs do not have employment, “golden parachute” or other agreements providing for severance pay. |
Our PCP, The Goldman Sachs Amended and Restated Stock Incentive Plan (2021) (SIP) and its predecessor plans and our retiree healthcare program may provide for potential payments to our NEOs in connection with a termination of employment. Each of our NEOs participated in our PCP in 2022.2023. Under our PCP, if a participant’s employment at Goldman Sachs terminates for any reason before the end of a “contract period” (generally a two-year period as defined in the PCP), our Compensation Committee has the discretion to determine what, if any, variable compensation will be provided to the participant for services provided in that year, subject to the formula set forth in the PCP. There is no severance provided under our PCP. | | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 61 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Set forth below is a calculation of the potential benefits to each of our NEOs assuming a termination of employment occurred on December 31, 2022,2023, in accordance with SEC rules. The table and other narrative disclosure that follows provide important information regarding specific payment terms and conditions. | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 61 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION Equity AwardsPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | | | | | | | | | | | | | | Termination Reason | | Name | | Value of Unvested RSUs
and PSUs that Vest upon Termination ($) | | Value of Unvested SVC
Awards that Vest upon
Termination ($) | | Total ($) | | | | | | | Cause or Termination with Violation(a) | | All NEOs | | 0 | | 0 | | 0 | | | | | | | Termination without Violation(a) | | David Solomon | | 0 | | 4,652,054 | | 4,652,054 | | | John Waldron | | 0 | | 3,101,454 | | 3,101,454 | | | Denis Coleman | | 0 | | 1,542,017 | | 1,542,017 | | | Philip Berlinski | | 0 | | 1,079,420 | | 1,079,420 | | | Kathryn Ruemmler | | 0 | | 1,079,420 | | 1,079,420 | | | | | | | Death or Disability(b) | | David Solomon | | 0 | | 19,472,472 | | 19,472,472 | | | John Waldron | | 0 | | 12,982,003 | | 12,982,003 | | | Denis Coleman | | 0 | | 6,454,544 | | 6,454,544 | | | Philip Berlinski | | 0 | | 4,518,216 | | 4,518,216 | | | Kathryn Ruemmler | | 20,086,291 | | 4,518,216 | | 24,604,507 | | | | | | | Conflicted Employment(c) | | David Solomon | | 0 | | 0 | | 0 | | | John Waldron | | 0 | | 0 | | 0 | | | Denis Coleman | | 0 | | 0 | | 0 | | | Philip Berlinski | | 0 | | 0 | | 0 | | | Kathryn Ruemmler | | 0 | | 0 | | 0 | | | | | | Termination in Connection with a Change in Control(d) | | David Solomon | | 0 | | 19,472,472 | | 19,472,472 | | | John Waldron | | 0 | | 12,982,003 | | 12,982,003 | | | Denis Coleman | | 0 | | 6,454,544 | | 6,454,544 | | | Philip Berlinski | | 0 | | 4,518,216 | | 4,518,216 | | | Kathryn Ruemmler | | 20,086,291 | | 4,518,216 | | 24,604,507 |
Equity Awards | | | | | | | | | | | | | | | Termination Reason | | Name | | Value of Unvested RSUs
and PSUs that Vest upon
Termination ($)(a) | | Value of Unvested SVC Awards that Vest upon Termination ($)(b) | | Total ($)(c) | | | | | | Cause or Termination with Violation(d) | | All NEOs | | 0 | | 0 | | 0 | | | | | | Termination without Violation(e) | | David Solomon | | 0 | | 5,077,464 | | 5,077,464 | | | John Waldron | | 0 | | 3,385,036 | | 3,385,036 | | | Denis Coleman | | 0 | | 1,684,295 | | 1,684,295 | | | Kathryn Ruemmler | | 0 | | 1,178,953 | | 1,178,953 | | | Philip Berlinski | | 0 | | 1,178,953 | | 1,178,953 | | | | | | Death or Disability(f) | | David Solomon | | 0 | | 11,568,504 | | 11,568,504 | | | John Waldron | | 0 | | 7,712,472 | | 7,712,472 | | | Denis Coleman | | 0 | | 3,837,502 | | 3,837,502 | | | Kathryn Ruemmler | | 15,124,221 | | 2,686,130 | | 17,810,351 | | | Philip Berlinski | | 0 | | 2,686,130 | | 2,686,130 | | | | | | Conflicted Employment(g) | | All NEOs | | 0 | | 0 | | 0 | | | | | | Termination in Connection with a Change in Control(h) | | David Solomon | | 0 | | 11,568,504 | | 11,568,504 | | | John Waldron | | 0 | | 7,712,472 | | 7,712,472 | | | Denis Coleman | | 0 | | 3,837,502 | | 3,837,502 | | | Kathryn Ruemmler | | 15,124,221 | | 2,686,130 | | 17,810,351 | | | Philip Berlinski | | 0 | | 2,686,130 | | 2,686,130 |
The amounts potentially payable to our NEOs under our pension plan and vested RSUs, as applicable, are set forth under the—2022 —2023 Pension Benefits and —2022 —2023 Non-Qualified Deferred Compensation sections above. The delivery and performance conditions of the outstanding PSUs are not affected by a future termination of employment or change in control (absent a termination for circumstances constituting “Cause”—e.g., any material violation of any firm policy, other conduct detrimental to our firm or certain other circumstances). | (a) | Amounts reflect the unvested portion of Ms. Ruemmler’s (i) April 2020 RSUs, (ii) 2021 Year-End PSUs and (iii) 2022 Year-End PSUs, in each case as of December 31, 2023. The PSUs reflect target number of shares. |
| (b) | In the event of Death or Disability and Termination in Connection with a Change in Control, amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2022,2023. For Termination without Violation, such amounts are prorated for length of performance period that has lapsed. |
| (c) | Our NEOs’ PSUs and SVC Awards are subject to our Dodd-Frank Clawback Policy (see —Compensation Discussion and Analysis—Other Compensation Policies and Practices). |
| (d) | RSUs, PSUs and SVC Awards, as well as any Shares at Risk delivered in respect of such awards, are subject to Conduct-Related Recapture; 2020, 2021 and 2022 Year-End PSUs and SVC Awards, as applicable, granted to our Executive Leadership Team are subject to Accounting-Related Recapture. The occurrence of any Violation (except for Solicitation with respect to Mr. Coleman’s 2021 U.K. RSU Award) prior to delivery or settlement of RSUs, PSUs or SVC Awards or other specified time period, as applicable, will result in forfeiture of such equity awards, and in some cases may result in the NEO having to repay amounts previously received. |
| (e) | Except as discussed below, upon an NEO’s termination without Violation, (as defined below),any unvested RSUs and PSUs will be forfeited, but SVC Awards will vest pro rata for a portion of the award if the firm terminates employment and no applicable Recapture event occurs; shares of Common Stock underlying any vested RSUs as applicable, will continue to be delivered on schedule,deliver, and vested PSUsPSU or SVC Awards will continue to be eligible to be earned, pursuant to their existing terms (and, in each case, transfer restrictions will continue to apply until the applicable transferability date to any Shares at Risk delivered thereunder); provided that the NEO does not become associated with a Covered Enterprise (as defined below). Any unvestedin respect of RSUs, PSUs and SVC Awards will be forfeited.Awards). For 2020, Year-End RSUs, the NEO generally would have forfeited all of these awards if the Covered Enterprise association occurred in 2021; would have forfeited two-thirds of these awards if the association occurred in 2022;2021 and will forfeit one-third of these awards if the Covered Enterprise association occurs in 2023. For 2019 Year-End RSUs, the NEO generally would have forfeited (i) all of these awards if the Covered Enterprise association occurred in 2020; (ii) two-thirds of these awards if the association occurred in 2021; and (iii) one-third of these awards if the association occurred in 2022. For 2021, 2020 and 20192022 Year-End PSUs and the SVC Awards, the NEO generally would forfeit all of these awards if the NEO associates with a Covered Enterprise association occurred or occurs induring the applicable performance period (which is 2021 through 2023, 2022 through 2024 2021and 2023 through 2023 and 2020 through 2022,2025 for Year-End PSUs, respectively,respectively; and October 2021 through October 2026 for SVC Awards). Further, SVC Awards provide for pro rata vesting for a portion of the award if the firm terminates employment and no Recapture events under the SVC Award agreement have occurred. |
| (f) | The occurrence of a Violation, including any event constituting Cause (as defined below) or the Solicitation (as defined below, except with respect to Mr. Coleman’s 2021 U.K. RSUs) of employees or clients of our firm, by an NEO prior to delivery or settlement of RSUs, PSUs or SVC Awards, as applicable, or other specified time period will result in forfeiture of such equity awards, and in some cases may result in the NEO having to repay amounts previously received. In the event of certain Violations (e.g., NEO engaging in an event constituting Cause) following delivery of Shares at Risk underlying equity awards but prior to the lapse of transfer restrictions, these shares also may be required to be returned to the firm.
|
| | | | | 62 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
| | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| RSU, PSU and SVC awards also are subject to risk-related clawback provisions included in the definition of Violations below. As a result of these provisions, for example, an NEO will forfeit certain of their outstanding equity-based awards and any shares of Common Stock or other amounts delivered under these awards may be Recaptured if our Compensation Committee determines that their failure to properly consider risk (including overseeing or being responsible for, depending on the circumstances, another individual’s failure to properly consider risk) occurred in 2021 (with respect to 2021 Year-end PSUs, 2021 Year-End U.K. PSUs and 2021 U.K. RSUs), 2020 (with respect to 2020 Year-End RSUs and PSUs as well as the April 2020 RSUs), 2019 (with respect to 2019 Year-End RSUs and PSUs) or during the performance period (with respect to SVC Awards), has, or reasonably could be expected to have, a material adverse impact on their business unit, our firm or the broader financial system. For 2019, 2020 and 2021 Year-End PSUs and SVC Awards, as applicable, granted to our Executive Leadership Team if the firm is required to prepare an accounting restatement due to its material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws as described in Section 304(a) of Sarbanes-Oxley, their rights to the award will terminate and be subject to repayment to the same extent that would be required under Section 304 of Sarbanes-Oxley had such NEO been a “chief executive officer” or “chief financial officer” of the firm (regardless of whether they actually held such position at the relevant time).
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(b) | Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2022. In the event of an NEO’s death, any unvested RSUs, PSUs or SVC Awards will vest and, for RSUs, delivery of shares of Common Stock, iswill be accelerated. Any transfer restrictions on the shares of Common Stock underlying RSUs, Shares at Risk delivered under PSUs, or SVC Awards arewill be removed. The delivery and performance conditions of the PSUs and SVC Awards are not affected by the NEO’s death. For information on the number of PSUs and vested RSUs held by the NEOs at year-end, seeyear-end, see —2022 —2023 Outstanding Equity Awards at Fiscal Year-End and—2022 —2023 Non-Qualified Deferred Compensation above. These amounts do not reflect, in the case of death, the payment of a death benefit under our executive life insurance plan, which provides each NEO with term life insurance coverage through age 75 (a $4.5 million benefit). In the case of an NEO’s disability, provided that the NEO does not become associated with a Covered Enterprise (except with respect to Mr. Coleman’s 2021 U.K. RSUs), unvested RSUs, PSUs or SVC Awards will vest, shares of Common Stock underlying RSUs will continue to deliver on schedule and PSUs and SVC Awards will continue to be eligible to be earned pursuant to their existing terms. If the NEO does become associated with a Covered Enterprise, the awards would be treated as set forth in footnote (a)(e) above for that situation. Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2023.
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(c)(g) | In the case of a termination in which an NEO resigns and accepts a position that is deemed Conflicted Employment (as defined below), the NEO will receive, at our sole discretion, with respect to Year-End RSUs, either a cash payment or accelerated vesting (if applicable), delivery of, and removal of transfer restrictions on, the shares of Common Stock underlying those RSUs and Shares at Risk. Unvested year-end RSUs will only be vested if the NEO has completed at least three years of continuous service with the firm. Additionally, in the event of such a termination, our Compensation Committee may determine to amend the terms of any then-outstanding PSUs or SVC Awards held by the NEO. |
| | | | | 62 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL (d)(h) | Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2022. In the event of an NEO’s termination for Good Reason (as defined below) or without Cause within 18 months of a Change in Control: (i) for RSUs, vesting and delivery of underlying shares of Common Stock, each as applicable, is accelerated and any applicable transfer restrictions are removed; and (ii) for PSUs and SVC Awards, vesting is accelerated and any applicable transfer restrictions are also removed, but delivery and performance conditions do not change. For RSUs, and Shares at Risk delivered in respect of SVC Awards, PSUs and RSUs, certain forfeiture provisions no longer apply. For SVC Awards, in the case of a change of control that results in a delisting, the change in control would be deemed to be the last day of the performance period. Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2023.
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Retiree Healthcare The 2023 healthcare program allowed retiring PMDs who were not terminated for Cause to receive medical and dental coverage under our retiree healthcare program for themselves and eligible dependents. PMDs who were promoted or hired as a PMD before January 1, 2021, and retired with at least eight years of PMD service, are provided a subsidy equal to 100% of the individual premium; any elected coverage for spouses/partners or dependents is not subsidized by the firm. PMDs who were promoted or hired on or after January 1, 2021, or retire with less than eight years of PMD service, do not receive a subsidy toward retiree healthcare and are required to pay 100% of the retiree medical premium for themselves, their spouses/partners and dependents. In the case of a termination for Cause, the present value of premiums for our retiree healthcare program would be $0 for each of our NEOs. In the case of a termination of employment for any other reason, the present value of such premiums is: Mr. Solomon – $294,185, Mr. Waldron – $397,556, Mr. Coleman – $452,453, Mr. Berlinski – $481,051 and Ms. Ruemmler – $0. In 2022, PMDs with eight or more years of PMD service were eligible to receive medical and dental coverage under our retiree healthcare program for themselves and eligible dependents. The 2022 healthcare program provided a subsidy equal to 100% of the individual premium for current retirees with eight years of PMD service and active PMDs who retire with eight years of PMD service. Any elected coverage for spouses/partners or dependents is not subsidized by the firm. New PMDs promoted or hired on or after January 1, 2021, will not receive a firm subsidy toward retiree healthcare and will be required to pay 100% of the retiree medical premium. Each of our NEOs (other than Ms. Ruemmler) is eligible for subsidized coverage; Ms. Ruemmler is eligible to receive access to the retiree healthcare program at full cost to her with no firm subsidy. subsidy; the present value of her firm-subsidized premium is thus $0. Each of our other NEOs is eligible for subsidized coverage of his individual premium, the present value of which is: Mr. Solomon – $309,462, Mr. Waldron – $426,334, Mr. Coleman – $489,153 and Mr. Berlinski – $522,289.
The values provided above reflect the present value of the cost to us of the 100% individual subsidy starting in 20232024 and were determined using a December 31, 20222023 retirement date and the following assumptions: a 5.27%5.08% discount rate; mortality estimates based on the PRI-2012 white collar fully generational mortality table, with adjustments to reflect continued improvements in mortality based on Scale MP-2021; estimates of future increases in healthcare subsidy costs of 6.00% 7.50% pre-65, 6.50% 8.75% post-65 and then grading down 0.25% pergradually each year until ultimate rate of 4.50% for medical and pharmacy in 2032 and 4.00% each year for dental; and assumptions for subsequent eligibility for alternative coverage, which would eliminate subsidies under our program (60% firm subsidized and 40% not firm subsidized). If an NEO becomes associated with certain entities, including certain Covered Enterprises, the NEO will forfeit some or all of his or hertheir benefits and/or coverage under our retiree healthcare program. Other Terms As PMDs and members of the Management Committee, our NEOs are generally subject to a policy of six months’ notice of termination of employment. We may require that an NEO be inactive (i.e., on “garden leave”) during the notice period (or we may waive the requirement). | | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
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COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
For purposes of describing our PSUs, RSUs and the SVC Awards, the above-referenced terms generally have the following meanings: “Cause” means the NEO (a) is convicted in a criminal proceeding on certain misdemeanor charges, on a felony charge or an equivalent charge; (b) engages in employment disqualification conduct under applicable law; (c) willfully fails to perform his or hertheir duties to Goldman Sachs; (d) violates any securities or commodities laws, rules or regulations or the rules and regulations of any relevant exchange or association of which we are a member; (e) violates any of our policies concerning hedging or pledging or confidential or proprietary information, or materially violates any other of our policies; (f) impairs, impugns, denigrates, disparages or negatively reflects upon our name, reputation or business interests; or (g) engages in conduct detrimental to us. “Change in Control” means the consummation of a business combination involving Goldman Sachs, unless immediately following the business combination either: | | ∎ | | At least 50% of the total voting power of the surviving entity or its parent entity, if applicable, is represented by securities of Goldman Sachs that were outstanding immediately prior to the transaction (or by shares into which the securities of Goldman Sachs are converted in the transaction); or |
| | ∎ | | At least 50% of the members of the board of directors of the surviving entity, or its parent entity, if applicable, following the transaction were, at the time of our Board’s approval of the execution of the initial agreement providing for the transaction, directors of Goldman Sachs on the date of grant of the award (including directors whose election or nomination was approved by two-thirds of the incumbent directors). |
| | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 63 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL “Conflicted Employment” occurs where a participant (a) resigns solely to accept employment at any U.S. federal, state or local government, any non-U.S. government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of Regulation S-X) determined by our Compensation Committee and, as a result of such employment, the participant’s continued holding of our equity-based awards would result in an actual or perceived conflict of interest or (b) terminates employment and then notifies us that he/she has accepted or intends to accept employment of the nature described in clause (a). “Covered Enterprise” includes any existing or planned business enterprise that (a) offers, holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by us or that we reasonably expect to offer or (b) engages in, holds itself out as engaging in or reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by us or in which we reasonably expect to engage. “Good Reason” means (a) as determined by our Compensation Committee, a materially adverse change in the NEO’s position or nature or status of the NEO’s responsibilities from those in effect immediately before the Change in Control or (b) Goldman Sachs requiring the NEO’s principal place of employment to be located more than 75 miles from the location where the NEO is principally employed at the time of the Change in Control (except for required travel consistent with the NEO’s business travel obligations in the ordinary course prior to the Change in Control). “Solicitation” means any direct or indirect communication of any kind whatsoever (regardless of who initiated), inviting, advising, encouraging, suggesting or requesting any person or entity, in any manner, to take or refrain from taking any action. “Violation” includes any of the following: | | ∎ | | Participating in (or otherwise overseeing or being responsible for, depending on the circumstances, another individual’s participation) materially improper risk analysis or failing sufficiently to raise concerns about risks during the period specified in the award agreement; |
| | ∎ | | Soliciting our clients or prospective clients to transact business with a Covered Enterprise, or to refrain from doing business with us or interfering with any of our client relationships (except with respect to Mr. Coleman’s 2021 U.K. RSUs); |
| | ∎ | | Failing to perform obligations under any agreement with us; |
| | ∎ | | Bringing an action that results in a determination that the terms or conditions of applicable equity-based awards are invalid; |
| | ∎ | | Attempting to have a dispute under our equity compensation plan or the applicable award agreement resolved in a manner other than as provided for in our equity compensation plan or the applicable award agreement; |
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COMPENSATION MATTERS—COMPENSATION COMMITTEE REPORT
| | ∎ | | Any event constituting Cause; |
| | ∎ | | Failing to certify compliance to us or otherwise failing to comply with the terms of our equity compensation plan or the applicable award agreement; |
| | ∎ | | Upon the termination of employment for any reason, receiving grants of cash, equity or other property (whether vested or unvested) from an entity to which the NEO provides services, to replace, substitute for or otherwise in respect of the NEO’s applicable equity-based awards or Shares at Risk; |
| | ∎ | | Soliciting any of our employees to resign from us or soliciting certain employees to apply for or accept employment (or other association) with any person or entity other than us (except with respect to Mr. Coleman’s 2021 U.K. RSUs); |
| | ∎ | | Participating in the hiring of certain employees by any person or entity other than us, whether as an employee or consultant or otherwise (except with respect to Mr. Coleman’s 2021 U.K. RSUs); |
| | ∎ | | If certain employees are solicited, hired or accepted into partnership, membership or similar status by any entity where the NEO has, or will have, direct or indirect managerial responsibility for such employee, unless the Committee determines that the NEO was not involved in such solicitation, hiring or acceptance (except with respect to Mr. Coleman’s 2021 U.K. RSUs); or |
| | | | | 64 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—COMPENSATION COMMITTEE REPORT | | ∎ | | Our firm failing to maintain our “minimum tier 1 capital ratio” (as defined in the Federal Reserve Board regulations) for 90 consecutive business days or the Federal Reserve Board or Federal Deposit Insurance Corporation (FDIC) making a written recommendation for the appointment of the FDIC as a receiver based on a determination that we are “in default” or “in danger of default” (except with respect to Mr. Coleman’s 2021 U.K. RSUs).; |
| | ∎ | | In addition, with respect to Mr. Coleman’s 2021 Year-End U.K. PSUs, and 2021 U.K. RSUs (as applicable), “Violation” also includes any of the following, in each case as determined by our Compensation Committee: |
| | » | | Our firm or the relevant business unit (i.e., investment banking in respect of Mr. Coleman’s prior role) suffering from a material downturn in financial performance (for 2021 Year-End U.K. PSUs); |
| | » | | On or prior to January 1, 2029, our firm or the relevant business unit suffering from a material failure of risk management; |
| | » | | During the period beginning on the applicable transferability date and ending on December 31, 2028, engaging in misconduct sufficient to justify summary termination of employment under English law; or |
| | » | | Exercising supervisory authority over an individual who engages in misconduct sufficient to justify summary termination under English law (for 2021 Year-End U.K. PSUs). |
Compensation Committee Report Our Compensation Committee reviewed the CD&A, as prepared by management of Goldman Sachs, and discussed the CD&A with management of Goldman Sachs. The CRO also reviewed the CD&A. Based on the Committee’s review and discussions, the Committee recommended to the Board that the CD&A be included in this Proxy Statement. Compensation Committee Mark Winkelman, Chair
Kimberley Harris, (Incoming Chair effective April 26, 2023) Michele Burns Drew Faust
Kevin Johnson Ellen Kullman Lakshmi Mittal Adebayo Ogunlesi (ex-officio) | | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
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COMPENSATION MATTERS—ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)
2022 SAY ON PAY VOTE
Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) | | | | | | | | | Proposal Snapshot—Item 2. Say on Pay | | | | | | | | What is being voted on: An advisory vote to approve the compensation of all of our NEOs. Board recommendation: Our Board unanimously recommends a vote FOR the resolution approving the executive compensation of our NEOs. |
Our Say on Pay voteVote gives our shareholders the opportunity to cast an advisory vote to approve the compensation of all of our NEOs. We currently include this advisory vote on an annual basis. We encourage you to review the following sections of this Proxy Statement for further information on our key compensation practices and the effect of shareholder feedback on NEO compensation: | | ∎ | | “Compensation Highlights” in our Executive Summary, (see page 4), |
| | ∎ | | “20222023 Annual NEO Compensation Determinations” in our CD&A, (see page 34), |
| | ∎ | | “How our Compensation Committee Makes Decisions” in our CD&A, (see page 35), |
| | ∎ | | “Overview of Annual Compensation Elements and Key Pay Practices“Practices” in our CD&A, (see page 41) |
| ∎ | | “2023 Annual Compensation” in our CD&A, |
| ∎ | | “Equity-Based Annual Variable Compensation: PSUs” in our CD&A, |
| ∎ | | “Equity-Based Long-Term Incentive: Shareholder Value Creation Awards” in our CD&A and |
| | ∎ | | “2022 Annual Compensation”Other Compensation Policies and Practices” in our CD&A (see page 42).&A. |
| | | | | | | ∎ Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | Please note that these sections should be read in conjunction with our entire CD&A (beginning on page 34), as well as the executive compensation tables and related disclosure that follow (beginning on page 55).65
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COMPENSATION MATTERS—ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY) 2023 SAY ON PAY VOTE Please note that these sections should be read in conjunction with our entire CD&A (beginning on page 35), as well as the executive compensation tables and related disclosure that follow. As required by Section 14A of the Exchange Act, the below resolution gives shareholders the opportunity to cast an advisory vote on the compensation of our NEOs, as disclosed in this Proxy Statement, including the CD&A, the executive compensation tables and related disclosures. Accordingly, we are asking our shareholders to vote on the following resolution: RESOLVED, that the holders of Common Stock approve the compensation of our named executive officersNEOs as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis,CD&A, the executive compensation tables and related disclosures. As this is an advisory vote, the result will not be binding, although our Compensation Committee will consider the outcome of the vote when evaluating the effectiveness of our compensation principles and practices and in connection with its compensation determinations. For detailed information on the vote required for this matter and the choices available for casting your vote, please see Frequently Asked Questions. | | | | | 66 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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COMPENSATION MATTERS—ITEM 3. AN ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY VOTES
Item 3. An Advisory Vote on the Frequency of Say on Pay Votes
| | | | | | | Proposal Snapshot—Item 3. Frequency of Say on Pay Votes
| | | | | | | What is being voted on: An advisory vote regarding the frequency of when we will conduct Say on Pay votes in the future (every year, every two years or every three years).
Board recommendation: Our Board unanimously recommends a vote for Say on Pay votes EVERY YEAR.
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In addition to the Say on Pay vote described above, and in accordance with SEC rules, our shareholders have an opportunity to vote on an advisory basis on the frequency of Say on Pay votes going forward — in particular, whether Say on Pay votes should be every year, every two years or every three years.
After due consideration, our Board recommends that Say on Pay votes should continue to occur annually. Our shareholders have expressed the view that an annual Say on Pay vote is an important means of engagement on executive compensation matters, and our Board respects this viewpoint.
Accordingly, we are asking our shareholders to vote on the following resolution:
RESOLVED, that the holders of Common Stock indicate, by their vote on this resolution, whether the advisory vote on executive compensation should be every year, every two years or every three years.
As this is an advisory vote, the result will not be binding, although our Compensation Committee will consider the outcome of the vote and disclose its decision as to frequency by filing a Form 8-K no later than 150 days after our Annual Meeting.
For detailed information on the vote required for this matter and the choices available for casting your vote, please see Frequently Asked Questions.
Pay Ratio Disclosure In accordance with SEC rules, we have calculated the ratio between the 20222023 compensation of our CEO and the median of the 20222023 compensation of all of our employees (other than the CEO) (Median Compensation Amount). | | ∎ | | Using reasonable estimates and assumptions where necessary, and in accordance with SEC rules, we have determined that the Median Compensation Amount (calculated in accordance with SEC rules) for 20222023 is $149,707.$153,492. |
| » | | We identified the employee who received the Median Compensation Amount as of December 31, 2022 using the firm’s standard internal compensation methodology known as “per annum total compensation,” which measures each employee’s fixed compensation and incentive compensation for a particular year, with appropriate prorations made to reflect actual compensation paid to part-time employees and currency conversions, as applicable. |
| » | | SEC rules permit identification of this median employee once every three years. As such, the Median Compensation Amount for 2023 reflects the 2023 “per annum total compensation” of the employee we identified as of December 31, 2022, given that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact pay ratio disclosure. |
| | ∎ | | Mr. Solomon’s compensation for 2022,2023, as disclosed in the Summary Compensation Table, is $31,609,420,$26,670,817, and the ratio between this amount and the Median Compensation Amount is approximately 211:174:1. |
Our Compensation Principles, described in more detail in —Compensation Discussion and Analysis—How our Compensation Committee Makes Decisions, apply to all of our people, regardless of their compensation level, and reflect the importance of (1) paying for performance, (2) encouraging firmwide orientation and culture, (3) discouraging imprudent risk-taking, and (4) attracting and retaining talent.talent and (5) promoting a strong risk management and control environment. | | | | | | 66 | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSGoldman Sachs | GOLDMAN SACHSProxy Statement for the 2024 Annual Meeting of Shareholders | | | 67
COMPENSATION MATTERS—PAY VERSUS PERFORMANCE DISCLOSURE Pay Versus Performance Disclosure As required by recently enacted SEC rules, we have calculated “compensation actually paid”
paid” and set f
orth forth the requisite company-selectedcompany- selected financial measures below. Paying for performance is a key element of our Compensation Principles and our approach to executive compensation. As detailed in our — Compensation Discussion and Analysis above, the Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation. To this end, the Committee utilizes the Performance Assessment Framework to assess a variety of financial and nonfinancial measures in applying its informed judgment to evaluate and set annual pay amounts. See — Compensation Discussion and Analysis—20222023 Annual Compensation . We believe that the structure of our equity-based awards provides an intrinsic link to the firm’s longer-term performance. Through the use of PSUs, the amounts ultimately realized by our NEOs with respect to annual compensation are subject to ongoing performance metrics (absolute and relative ROE) and are further tied to the firm’s longer-term performance through stock price (settlement of PSUs and Shares at Risk delivered in respect thereof). Given the use of ROE in our annual PSUs, ROE has been selectedincluded as our “company-selected measure” to include in the table below. While the Committee looks attakes into account each of the measures in our Performance Assessment Framework in a holistic manner to evaluate executive compensation in consideration of firm performance (without ascribing any specific weight to any single factor or metric), the below measures from the Assessment Framework have been selected as they represent those firmwide performance measures for which the firm currently has set forth forward financial targets. In addition, our one-time SVC Awards provide additional, longer-term incentives for our NEOs that are directly tied to the firm’s longer-term performance (as measured by absolute and relative TSR). The amounts set forth below in the required table are calculated pursuant to SEC rules but do not represent amounts that have been actually earned or realized by our NEOs, including in respect of PSUs and SVC Awards. Performance conditions for many of these awards have either not yet been satisfied or applicable performance information is not yet available. A
sAs a result, this information does not reflect compensation that is actually paid or realized.realizedFor more information, please refer to our Stock Vested table each year in —for the value realized by NEOs on the vesting of these awards, if any. | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | | | | | | | | | | 2022 | | 31,609,420 | | 26,749,650 (f) | | 22,702,390 | | 23,602,465 (g) | | 160 | | 118 | | 11,261,000 | | 10.2 | | | | | | | | | | | | 2021 | | 39,545,072 | | 96,228,443 (h) | | 21,385,543 | | 43,553,528 (i) | | 173 | | 132 | | 21,635,000 | | 23.0 | | | | | | | | | | | | 2020 | | 23,940,657 | | 29,092,114 (j) | | 15,395,032 | | 15,395,189 (k) | | 117 | | 98 | | 9,459,000 | | 11.1 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | Summary
Compensation
Table Total | | “Compensation Actually Paid” to PEO ($) (a)(b) | | Summary
Compensation
Table Total for Non-PEO Named Executive Officers ($) (c) | | Average
“Compensation
Actually Paid” Executive Officers ($) (b)(c) | | Value of Initial Fixed $100 Investment Based on: (d) | | | | | | | Total Shareholder Return ($) | | Peer Group
Total
Shareholder
Return ($) | | | | | | | | | | | | | 26,670,817 | | 12,347,235 (f) | | 18,057,884 | | 9,391,899 (g) | | 185 | | 133 | | 8,516,000 | | 7.5 | | | | | | | | | | | (h) | | 31,609,420 | | 26,749,650 | | 22,702,390 | | 23,602,465 | | 160 | | 118 | | 11,261,000 | | 10.2 | | | | | | | | | | | (h) | | 39,545,072 | | 96,228,443 | | 21,385,543 | | 43,553,528 | | 173 | | 132 | | 21,635,000 | | 23.0 | | | | | | | | | | | (h) | | 23,940,657 | | 29,092,114 | | 15,395,032 | | 15,395,189 | | 117 | | 98 | | 9,459,000 | | 11.1 |
| (a) | As Chairman and CEO in each of 2023, 2022, 2021 and 2020, Mr. Solomon was our principal executive o fficerofficer (PEO) u
nderunder SEC rules.
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| (b) | The dollar amounts reported in the “Compensation Actually Paid to PEO” column and the “Average Compensation Actually Paid to Non-PEO Named Executive Officers” column represent the amount of “compensation actually paid” to our PEO and the “average compensation actually paid” to our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. While the SEC rules require us to disclose these amounts, they do not correlate to actual amounts that will or may be paid to our NEOs. The actual amounts that will or may be paid to each NEO will be determined following the completion of the applicable performance period based upon the actual achievement over such performance period. |
| | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | The SEC rules require fair values to be calculated. Fair values were calculated as follows:
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67 | With respect to outstanding PSUs for which the performance period has not been completed, fair value was calculated by estimating probable performance based upon both actual performance for the firm and Peers to date under the terms of such award and target future performance. With respect to outstanding SVC Awards for which the performance period has not been completed, fair value was calculated to reflect estimated level of achievement against absolute and relative thresholds,
based upon the probability of achieving the award’s goals.
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COMPENSATION MATTERS—PAY VERSUS PERFORMANCE DISCLOSURE | The SEC rules require fair values to be calculated. Fair values were calculated as follows: With respect to outstanding PSUs for which the performance period has not been completed, fair value was calculated by estimating probable performance which considers actual performance for the firm and Peers. With respect to outstanding SVC Awards for which the performance period has not been completed, fair value was calculated to reflect estimated level of achievement against absolute and relative thresholds, based upon the probability of achieving the award’s goals. Fair Values as of December 31, 2022 . Fair value of the 2021 Year-End PSUs as of December 31, 2022 was determined by multiplying approximately 117% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2021 Year-End U.K. PSUs as of December 31, 2022 was determined by multiplying approximately 117% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 13% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Fair value of the 2020 Year-End PSUs as of December 31, 2022 was determined by multiplying approximately 133% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2019 Year-End PSUs as of December 31, 2022 was determined by multiplying 150% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the SVC Awards as of December 31, 2023 2022 Year-End PSUs as of December 31, 2023 was determined by multiplying 25% of the target number of PSUs by $385.77, the closing price per share of Common Stock on the NYSE on December 29, 2023, and including an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2021 Year-End PSUs as of December 31, 2023 was determined by multiplying approximately 65% of the target number of PSUs by $385.77, the closing price per share of Common Stock on the NYSE on December 29, 2023, and including an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2021 Year-End U.K. PSUs as of December 31, 2023 was determined by multiplying approximately 65% of the target number of PSUs by $385.77, the closing price per share of Common Stock on the NYSE on December 29, 2023, and including an approximately 9% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Fair value of the 2020 Year-End PSUs as of December 31, 2023 was determined by multiplying 150% of the target number of PSUs by $385.77, the closing price per share of Common Stock on the NYSE on December 29, 2023, and including an approximately 7% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the SVC Awards as of December 31, 2023 is determined by multiplying the target number of SVC awards by $385.77, the closing price per share of Common Stock on the NYSE on December 29, 2023, and applying an approximately 42% discount related to the probability of achieving the award’s goals and an approximately 5% discount to reflect the impact of transfer restrictions on the shares underlying these awards. Fair value of the 2020 Year-End RSUs as of December 31, 2023, the vesting date, was determined by multiplying the aggregate number of RSUs by $385.77, the closing price per share of Common Stock on the NYSE on December 29, 2023, and including an approximately 8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2023 was determined by multiplying the aggregate number of RSUs by $385.77, the closing price per share of Common Stock on the NYSE on December 29, 2023.Fair Values as of December 31, 2022 . Fair value of the 2021 Year-End PSUs as of December 31, 2022 was determined by multiplying approximately 117% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022, and including an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2021 Year-End U.K. PSUs as of December 31, 2022 was determined by multiplying approximately 117% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022, and including an approximately 13% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Fair value of the 2020 Year-End PSUs as of December 31, 2022 was determined by multiplying approximately 133% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022, and including an approximately 8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2019 Year-End PSUs as of December 31, 2022 was determined by multiplying 150% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022, and including an approximately 8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the SVC Awards as of December 31, 2022 is determined by multiplying the target number of SVC Awards by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022, and applying an approximately 36% discount related to the probability of achieving the award’s goals, and an approximately 7% discount to reflect the impact of transfer restrictions on the shares underlying these awards. Fair value of the 2020 Year-End RSUs as of December 31, 2022 was determined by multiplying the aggregate number of RSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022, and including an approximately 12% liquidity discount to reflect the transfer restrictions on the Common Stock underlying 50% of these RSUs that vested on December 31, 2022 and an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying 50% of these RSUs that remained outstanding as of December 31, 2022. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2022 was determined by multiplying the aggregate number of RSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022. |
| Fair Values as of December 31, 2021
. Fair value of the 2020 Year-End PSUs as of December 31, 2021 was determined by multiplying approximately 117% of the target number of PSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2019 Year-End PSUs as of December 31, 2021 was determined by multiplying 150% of the target number of PSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2018 Year-End PSUs as of December 31, 2021 was determined by multiplying 150% of the target number of PSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the SVC Awards as of December 31, 2021 is determined by multiplying the target number of SVC awards by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021, and applying an approximately 43% discount related to the probability of achieving the award’s goals, and an approximately 7% discount to reflect the impact of transfer restrictions on the shares underlying these awards. Fair value of the 2020 Year-End RSUs as of December 31, 2021 was determined by multiplying the aggregate number of RSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 15% liquidity discount to reflect the transfer restrictions on the Common Stock underlying one-third of these RSUs that vested on December 31, 2021 and an approximately 12% liquidity discount to reflect the transfer restrictions on the Common Stock underlying two-thirds of these RSUs that remained outstanding as of December 31, 2021. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2021 was determined by multiplying the aggregate number of RSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021. |
| Fair Values as of December 31, 2020
. Fair value of the 2019 Year-End PSUs as of December 31, 2020 was determined by multiplying approximately 95% of the target number of PSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2018 Year-End PSUs as of December 31, 2020 was determined by multiplying approximately 93% of the target number of PSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2017 Year-End PSUs as of December 31, 2020 was determined by multiplying 150% of the target number of PSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020. Fair value of the 2019 Year-End RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 11% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs. Fair value of the 2019 Year-End Additional Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 9% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2019 Year-End Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 12% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2018 Year-End Additional Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 8% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2018 Year-End Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2017 Year-End Additional Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 7% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2017 Year-End Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of |
| | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | | 69 |
COMPENSATION MATTERS—PAY VERSUS PERFORMANCE DISCLOSURE
| RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 8% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2016 Year-End RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 4% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs. |
| Fair Values as of December 31, 2019
. Fair value of the 2018 Year-End PSUs as of December 31, 2019 was determined by multiplying approximately 107% of the target number of PSUs by $229.93, the closing price per share of Common Stock on the NYSE on December 31, 2019 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2017 Year-End PSUs as of December 31, 2019 was determined by multiplying approximately 128% of the target number of PSUs by $229.93, the closing price per share of Common Stock on the NYSE on December 31, 2019 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. |
| (c) | In 2023, our non-PEO NEOs were Messrs. Waldron, Coleman and Berlinski and Ms. Ruemmler (the 2023 Other NEOs). In 2022, our non-PEO NEOs were Messrs. Waldron, Coleman and Berlinski and Ms. Ruemmler (the 2022 Other NEOs). In 2021, our non-PEO NEOs were Mr. Waldron, Stephen Scherr (our former CFO), Ms. Ruemmler and Mr. Berlinski and Ms. Ruemmler (the 2021 Other NEOs). In 2020, our non-PEO NEOs were Messrs. Waldron and Scherr, John F.W. Rogers (Executive Vice President) and Karen Seymour (our former General Counsel) (the 2020 Other NEOs). |
| (d) | Reflects value of fixed $100 investment made on December 31, 2019. With respect to each of 2023, 2022, 2021 and 2020, Peer Group Total Shareholder Return reflects total shareholder return of S&P 500 Financials Index. |
| (e) | Information in this column reflects “Net Earnings” as reported in our 2022 Annual ReportReports on Form 10-K as we do not use the term “Net Income.” |
| (f) | With respect to our PEO, using as a starting point $31,609,420,$26,670,817, our PEO’s total compensation for 2022,2023, as reported in our Summary Compensation Table, we: (i) deducted $22,404,343,$15,649,863, the grant date fair value of his 20212022 Year-End PSUs; (ii) added $25,922,963,$4,275,415, the fair value of his 2022 Year-End PSUs as of December 31, 2023; (iii) deducted $9,661,673, the change in the fair value of his 2021 Year-End PSUs as ofbetween December 31, 2022; (iii)2022 and December 31, 2023; (iv) added $502,941,$4,443,176, the change in the fair value of his 2020 Year-End PSUs between December 31, 20212022 and December 31, 2022; (iv) deducted $3,803,514, the change in the fair value of his 2019 Year-End PSUs between December 31, 2021 and December 31, 2022;2023; (v) deducted $7,495,547,$693,526, the change between (A) the fair value of his 20182019 Year-End PSUs as of December 31, 20212022 and (B) the fair value of his 20182019 Year-End PSUs as of May 2, 2022,3, 2023, the settlement date, determined by multiplying 50% ofas described in footnote (c) to the aggregate number of PSUs earned, representing the cash-settled portion of the award, by $323.26, the ten-day average closing price per share of Common2023 Stock on the NYSE on April 18, 2022 – April 29, 2022, and multiplying 50% of the aggregate number of PSUs earned, representing the stock-settled portion of the award, by $305.49, the closing price per share of Common Stock on the NYSE on April 29, 2022Vested table and, with respect to the stock-settled portion of the award, including an approximately 9%8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (vi) added $368,212,$496,882, the change in the fair value of his SVC Award granted in 2021 between December 31, 20212022 and December 31, 2022; and2023; (vii) added $2,049,518,$2,466,106, the value of the dividends paid in respect of his 20182019 Year-End PSUs prior to the vesting of such PSUs.PSUs and (viii) deducted $99, the aggregate change in the actuarial present value of his accumulated benefit under the GS Pension Plan. There are no applicable service costs or prior service costs under the GS Pension Plan. |
| (g) | With respect to the 20222023 Other NEOs, using as a starting point $22,702,390,$18,057,884, the average total compensation for 20222023 for our 20222023 Other NEOs, as collectively reported in our Summary Compensation Table, we: (i) deducted $13,892,706,$8,056,395, the average of the aggregate grant date fair values of: (A) Messrs. Waldron, Coleman and Berlinski and Ms. Ruemmler’s 2021of our 2023 Other NEOs’ 2022 Year-End PSUs; (B) Messrs. Coleman and Berlinski and Ms. Ruemmler’s SVC Awards granted in 2022; and (C) Mr. Coleman’s 2021 U.K. RSUs and 2021 Year-End U.K. PSUs; (ii) added $16,781,117,$2,217,591, the average of the fair values of: (A) Messrs. Waldron, Coleman and Berlinski and Ms. Ruemmler’s 2021of our 2023 Other NEOs’ 2022 Year-End PSUs as of December 31, 2022; (B) Mr. Coleman’s 2021 Year-End U.K. PSUs as of December 31, 2022; (C) Messrs. Coleman and Berlinski and Ms. Ruemmler’s SVC Awards as of December 31, 2022; and (D) Mr. Coleman’s 2021 U.K. RSUs as of January 28, 2022, the vesting date, determined by multiplying the aggregate number of RSUs by $347.01, the closing price per share of Common Stock on January 28, 2022;2023; (iii) deducted $2,466,267,$3,430,514, the average of the change in the fair value of (A) the 2023 Other NEOs’ 2021 Year-End PSUs between December 31, 2022 and December 31, 2023; (B) Mr. Coleman’s 2021 Year-End U.K. PSUs between December 31, 2022 and December 31, 2023; (C) Mr. Waldron and Ms. Ruemmler’s 2020 Year-End PSUs between December 31, 20212022 and December 31, 2022; (B)2023; (D) Mr. Waldron’s 2019 Year-End PSUs between December 31, 2021 and December 31, 2022; (C) Mr. Waldron’s 2018 Year-End PSUs between December 31, 20212022 and May 2, 2022,3, 2023, the settlement date, calculatingdetermined as described in footnote (c) to the fair value as of May 2, 2022 by multiplying 50% of the aggregate number of PSUs earned, representing the cash-settled portion of the award, by $323.26, the ten-day average closing price per share of Common2023 Stock on the NYSE on April 18, 2022 – April 29, 2022, and multiplying 50% of the aggregate number of PSUs earned, representing the stock-settled portion of the award, by $305.49, the closing price per share of Common Stock on the NYSE on April 29, 2022Vested table and, with respect to the stock-settled portion of the award, including an approximately 9%8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (D) Mr. Waldron’s(E) our 2023 Other NEOs’ SVC Award granted in 2021Awards between December 31, 20212022 and December 31, 2022; (E) one-third of Ms. Ruemmler’s 2020 Year-End RSUs between December 31, 2021 and December 31, 2022;2023; (F) one-third of Ms. Ruemmler’s 2020 Year-End RSUs between December 31, 20212022 and December 31, 2022,2023, the vesting two-thirds one-third of Ms. Ruemmler’s April 2020 RSUs between December 31, 20212022 and December 31, 2022;2023; and (H) one-third of Ms. Ruemmler’s April 2020 RSUs between December 31, 2021
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| | | | | | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—PAY VERSUS PERFORMANCE DISCLOSURE | 2022 and December 31, 2022,2023, the vesting date; and (iv) added $477,931,$614,365, the average value of the dividends paid to:to the 2023 Other NEOs, including: (A) Mr. Waldron in respect of his 20182019 Year-End PSUs prior to the vesting of such PSUs; and (B) Ms. Ruemmler in respect of one-third of her 2020 Year-End RSUs and one-third of her April 2020 RSUs, in each case, prior to the vesting of such RSUs. |
(h) | With respect to our PEO, using as a starting point $39,545,072, our PEO’s total compensation for 2021, as reported in our Summary Compensation Table, we: (i) deducted $27,380,180, the aggregate grant date fair value of his 2020 Year-End PSUs and his SVC Award granted in 2021; (ii) added $15,887,300, the fair value of his 2020 Year-End PSUs as of December 31, 2021; (iii) added $14,721,597, the fair value of his SVC Award granted in 2021 as of December 31, 2021; (iv) added $21,947,651, the change
in the fair
value
2019 Year-End PSUs between December 31, 2020 and December 31, 2021; (v) added $24,203,324, the change
in the
fair value
of his 2018
Year-End PSUs between December 31, 2020 and December 31, 2021; (vi) added $6,218,053, the change betwee
n
(A)
t
he fair value of his 2017 Year-End PSUs as of December 31, 2020 and (B) the fair value of his 2017 Year-End PSUs as of April 29, 2021, the settlement date, determined by multiplying 50% of the aggregate number of PSUs earned, representing the cash-settled portion of the award, by $339.96, the ten-day average closing price per share of Common Stock on the NYSE on April 15, 2021 – April 28, 2021, and multiplying 50% of the aggregate number of PSUs earned, representing the stock-settled portion of the award, by $348.11, the closing price per share of Common Stock on the NYSE on April 28, 2021 and, with respect to the stock-settled portion of the award, including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (vii) added $1,085,626, the value of the dividends paid in respect of the 2017 Year-End PSUs prior to the vesting of such PSUs.
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COMPENSATION MATTERS—PAY VERSUS PERFORMANCE DISCLOSURE
(i) | With respect to the 2021 Other NEOs, using as a starting point $21,385,543, the average total compensation for 2021 for our 2021 Other NEOs, as collectively reported in our Summary Compensation Table, we: (i) deducted $9,938,515, the average of the aggregate grant date fair values of (A) Messrs. Waldron and Scherr and Ms. Ruemmler’s 2020 Year-End PSUs; (B) Mr. Berlinski and Ms. Ruemmler’s 2020 Year-End RSUs; and (C) Mr. Waldron’s SVC Award granted in 2021; (ii) added $12,878,041, the average of the fair values of: (A) Messrs. Waldron and Scherr and Ms. Ruemmler’s 2020 Year-End PSUs as of December 31, 2021; (B) Mr. Berlinski’s 2020 Year-End RSUs as of December 16, 2021, the vesting date, determined by multiplying the aggregate number of RSUs by $397.37, the closing price per share of Common Stock on December 16, 2021 and including an approximately 13% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs; (C) two-thirds of Ms. Ruemmler’s 2020 Year-End RSUs as of December 31, 2021; (D) one-third of Ms. Ruemmler’s 2020 Year-End RSUs as of December 31, 2021, the vesting date; and (E) Mr. Waldron’s SVC Award as of December 31, 2021; (iii) added $19,158,876, the average of the change in the fair value of: (A) Messrs. Waldron and Scherr’s 2019 Year-End PSUs between December 31, 2020 and December 31, 2021; (B) Messrs. Waldron and Scherr’s 2018 Year-End PSUs between December 31, 2020 and December 31, 2021; (C) Mr. Berlinski’s 2019 Year-End Additional Base RSUs, 2019 Year-End Base RSUs, 2019 Year-End RSUs, 2018 Year-End Additional Base RSUs, 2018 Year-End Base RSUs, 2017 Year-End Additional Base RSUs, 2017 Year-End Base RSUs and 2016 Year-End RSUs between December 31, 2020 and December 16, 2021, in each case, the vesting date, calculating the fair value as of December 16, 2021 by multiplying the aggregate number of RSUs by $397.37, the closing price per share of Common Stock on December 16, 2021 and including liquidity discounts of approximately 8%, 12%, 12%, 7%, 10%, 6%, 7% and 5%, respectively, to reflect the transfer restrictions on the Common Stock underlying all of these RSUs and, with respect to each of the 2019 Year-End Additional Base RSUs, 2019 Year-End Base RSUs, 2018 Year-End Additional Base RSUs, 2018 Year-End Base RSUs, 2017 Year-End Additional Base RSUs and 2017 Year-End Base RSUs, the lack of dividend equivalent rights; and (D) Ms. Ruemmler’s April 2020 RSUs between December 31, 2020 and December 31, 2021; (iv) added $82,463, the average value of the dividends paid in respect of (A) Mr. Berlinski’s 2020 Year-End RSUs, 2019 Year-End RSUs and 2016 Year-End RSUs and (B) one-third of Ms. Ruemmler’s 2020 Year-End RSUs, in each case, prior to the vesting of such awards; and (v) deducted $12,880,$11,032 the average aggregate change in the actuarial present value of our 20212023 Other NEOs’ accumulated benefits under the GS Pension Plan and GS U.K. Retirement Plan. There are no applicable service costs or prior service costs under the GS Pension Plan or the GS U.K. Retirement Plan.
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(j)(h) | WithPursuant to SEC rules, no footnote disclosure has been provided with respect to our PEO, using as a starting point $23,940,657, our PEO’s total compensationfiscal years 2020-2022, except where it is material to understanding the Pay Versus Performance for 2020, as reported in our Summary Compensation Table, we: (i) deducted $17,036,275, the grant date fair value of his 2019 Year-End PSUs; (ii) added $17,140,685, the fair value of his 2019 Year-End PSUs as of December 31, 2020; (iii) deducted $105,110, the change in the fair value of his 2018 Year-End PSUs between December 31, 2019 and December 31, 2020; (iv) added $5,152,349, the change in the fair value of his 2017 Year-End PSUs between December 31, 2019 and December 31, 2020; and (v) deducted $192, the aggregate change in the actuarial present value of his accumulated benefit under the GS Pension Plan. There are no applicable service costs or prior service costs under the GS Pension Plan.
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(k) | With respect to the 2020 Other NEOs, using as a starting point $15,395,032, the average total compensation for 2020 for our 2020 Other NEOs, as collectively reported in our Summary Compensation Table, we: (i) deducted $8,537,653, the average of the aggregate grant date fair values of: (A) our 2020 Other NEOs’ 2019 Year-End PSUs and (B) Mr. Rogers and Ms. Seymour’s 2019 Year-End RSUs; (ii) added $8,578,097, the average fair value of: (A) our 2020 Other NEOs’ 2019 Year-End PSUs as of December 31, 2020 and (B) Mr. Rogers and Ms. Seymour’s 2019 Year-End RSUs as of January 16, 2020, the vesting date, determined by multiplying the aggregate number of RSUs by $249.72
, the closing price per share of Common Stock on the NYSE on January 16, 2020 and including an approximately 12% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs; (iii) deducted $37,370, the average change in the fair value of Messrs. Waldron and Scherr’s 2018 Year-End PSUs between December 31, 2019 and December 31, 2020; and (iv) deducted $2,917, the average aggregate change in the actuarial present value of our 2020 Other NEOs’ accumulated benefits under the GS Pension Plan. There are no applicable service costs or prior service costs under the GS Pension Plan.fiscal year 2023. |
“Compensation Actually Paid” (CAP) Versus Performance Measures In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic description of the relationships between information presented in the PayPay Versus P
erformancePerformance table, reflecting changes from 2020-2021, 2021-2022 and from 2021-20222022-2023 unless otherwise noted.  231% 183% 129% 107% 85% 73% 60% 32% 33% 18% 26% 24% 48% 46% 56% 60% 54 72% Peer GroupTSR %(2020GS ROE Net Non-PEO PEO Peer GS ROE Net Non-PEO PEO Peer GS ROE Net Non-PEO PEO Group TSR % (YoY%) Income Avg. CAP CAP Group TSR % (YoY%) Income Avg. CAP CAP Group TSR % (YoY%) Income Avg. CAP CAP TSR % (2020 - 2021
GSTSR %(2020(YoY%) (YoY%) (YoY%) TSR % (2020 - 2021
ROE(YoY%
NetIncome(YoY%(YoY%)
Non-PEOAvg. CAP(YoY%)
PEOCAP(YoY%)
Peer GroupTSR %(2020 - 2022)
GSTSR %(2020 - 2022
ROE(YoY%)
NetIncome(YoY%)
Non-PEOAvg. CAP(YoY%)
PEOCAP(YoY%)
2023) 2021)* 2022)* 2023)* FYE 2021
FYE 2022n  2022 FYE 2023 * Peer Group TSR reflects total shareholder return of S&P 500 Financials Index. | | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | | 71 |
COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM Director Compensation Program | 20222023 Director Compensation Program |
In 2021, our shareholders approved an amended and restated SIP, which fixed the amount of annual director compensation.compensation for service on our Board. Consistent with our SIP, our 20222023 Director Compensation Program consisted of: | | | | | | | | | | | Components of Director Compensation
for 20222023 Service(a) | | Annual Value of Award | | Form and Timing of Payment | Annual RSU Grant | | $350,000 | | RSUs, granted annually in arrears(b) | Annual Retainer | | $100,000 | | RSUs or cash, as per director election, paid quarterly in arrears(c) | Total Annual Base Compensation | | $450,000 | | | Committee Chair Fee (if applicable) | | $25,000 | | RSUs or cash, as per director election, paid quarterly in arrears(c) |
| (a) | Compensation is prorated, as applicable, according to the number of months served. In connection with Board service, our directors do not receive any incremental fees for attending Board or Committee meetings or serving on special committees formed from time to time. Mr. Solomon does not participate in our Director Compensation Program and did not receive any incremental compensation for service on our Board. Directors who also serve on the board of one of our subsidiaries also receive (as applicable) $50,000 for service as a subsidiary board member or $100,000 for service as a subsidiary board chair. |
| (b) | RSUs granted on January 18, 202317, 2024 for service in 2022.2023. |
| (c) | RSU grants and cash payments were made quarterly (with RSU grants made on each of April 19, 2023, July 20, 2023, October 18, 2022, July 19, 2022, October 19, 20222023 and January 18, 2023) to smooth out timing of grants and payments17, 2024) over the course of the year and in alignment with market practice.year. |
In December 2022,2023, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 20232024 Director Compensation Program in an amountunchangedfrom 20222023 levels. In connection with this review, the Governance Committee took into account: | | ∎ | | Advice from its independent consultant, including with respect to benchmarking on the form, structure and amount of peer director compensation; |
| | ∎ | | The amount and structure of the compensation program; |
| | ∎ | | Feedback from stakeholders; and |
| | ∎ | | Commitments made in connection with the August 2020 settlement of the director compensation litigation, including the commitment that annual director compensation for service on our Board not exceed the current levels fixed in the SIP. |
| | | | | | | | | | Key Features of Director Compensation | | | | | | | | | | | | ∎ Is designed to attract and retain highly qualified and diverse directorsdirectors ∎ Appropriately values thesignificant time commitmentrequired of our directors ∎ Effectively and meaningfully aligns interests of directors with long-term shareholder interests ∎ Recognizes thehighly regulatedand complex nature of our global business and the requisite skills and experience represented among our Board members ∎ Takes into account thefocuson Board governance and oversight of financial firms ∎ Reflects the shared responsibilityof all directors | | | | | | Significant Time Commitment by Directors | | | | |  
| | | | | | | | | In addition to preparation for and attendance at Board and Committee meetings, our directors are engaged in a variety of other ways, including: ∎ Receiving and reviewing postings on significant developments and weekly informational packages ∎ Communicating and meeting with each other, senior management and key employees around the globe ∎ Meeting with our regulators ∎ Participating in firm and industry conferences and other external engagements on behalf of the Board ∎ Engaging with investors (our Lead Director and Compensation Committee Chair)other directors as may be appropriate from time to time) For additional information, see Corporate Governance —Structure of our Board and Governance Practices—Commitment of our Board.∎ Serving on subsidiary boards, as applicable
| | |
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| | GOLDMAN SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM | | | | | | | | | Highlights of our Director Compensation Program | | | | | | | | | | Program features emphasize long-term alignment between director and shareholder interests. |
| | | | | What We Do 
The majority of director compensation is in the form
of vested equity-based awards (RSUs). Directors
may elect to receive 100% of their director
compensation in the form of RSUs Hold-through Retirement Requirement:
∎» Directors must hold all RSUs granted to them
during their entire tenure
∎» Shares of Common Stock underlying the
RSUs do not deliver until after a director’s
retirement
Equity Ownership Requirements:
Directors are required to own at least 5,000
shares of Common Stock or vested RSUs, with a
five-year transition period for new directors | | | |  
Maximum of 30% in cash, if elected by director Minimum of 70% equity compensation What We Don’t Do | | 
| |  No fees for attending meetings—attendance is expected and compensation is not dependent on Board meeting schedule
| |
| | No fees for membership on special committees formed from time to time
| |
| | No undue focus on short-term stock performance—performance — director pay aligns with compensation philosophy, not short-term fluctuations in stock price | |
| | No hedging or pledging of RSUs permitted
| |
| | No hedging of shares of Common Stock permitted
| |
| | No director has shares of Common Stock subject to a pledge |
Maximum of no more than 30% in cash, if elected by director
Minimum of at least 70% equity compensation
| | Retention of Independent Director Compensation Consultant |
In 2022,2023, our Governance Committee reappointed Frederic W.FW Cook, & Co., Inc. (FW Cook), a compensation consultant, to conduct an independent review of our Director Compensation Program. FW Cook assessed the structure of our Director Compensation Program and its value compared to competitive market practices, taking into account the emphasis on equity compensation, the hold-through retirement requirement and other restrictions on the RSUs, as well as the August 2020 resolution of the director compensation litigation and the fixed amount of annual director compensation specified in the SIP, which was approved by our shareholders at the 2021 Annual Meeting. FW Cook determined that the Director Compensation Program remained competitive with the market and continued to align the interests of our directors with the long-term interests of our shareholders. Our Governance Committee determined that FW Cook is independent and has no conflicts of interest in providing services to our Governance Committee. | | 20222023 Director Summary Compensation Table
|
The following table sets forth the compensation for our directors as determined by SEC rules, which require us to include equity awards grantedduring 2022 2023 and cash compensationearned for 2022. Historically, we have granted equity-based awards to our directors for a particular year shortly after that year’s end. While we continue this practice for the Annual Grant RSUs, beginning in 2021 we started granting RSUs in respect of2023. As noted above, the Annual Retainer and/or Committee Chair Fee is paid or granted quarterly, in arrears, (to more closely align with timing of cash payments, providing periodic grants and payments over the course of the year and in alignment with market practice).Annual Grant is made shortly after year-end. Accordingly, this table includes: | | ∎ | | RSUs granted in January 2022 (20212023 (2022 Annual Grant, and the fourth quarter grant in arrears, of the 2021 Annual Retainer and, as applicable, Committee Chair Fee) for services performed in 2021; |
| ∎ | | RSUs granted (for the first through third quarters, in arrears) during 2022 (2022 Annual Retainer and, as applicable, Committee Chair Fee) for services performed in 2022 for directors who elected RSUs;
|
| ∎ | | RSUs granted during 2023 (the first three quarters of the 2023 Annual Retainer and, as applicable, Committee Chair Fee) for services performed in 2023 for directors who elected RSUs; and |
| | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 7371 |
COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM
| | ∎ | | Cash earned for services performed in 2022 paid (quarterly, in arrears) during 2022 (20222023 (2023 Annual Retainer and, as applicable, Committee Chair Fee) for directors who elected cash. |
NoThis table also includes information is reportablein “All Other Compensation” on compensation received by certain directors who also serve on the board of one of our subsidiaries, in recognition of the additional time and workload associated with respect to Mr. Johnson in this table per SEC rules.these roles.
| | | | | | | | | | | 2022 Fees Earned
or Paid in Cash ($)(a) | | Stock Awards ($) | | All Other Compensation ($)(d) | | Total ($) | | 2023 Fees
Earned or Paid
in Cash ($)(a) | | Stock Awards ($) | | All Other
Compensation ($)(d)(e) | | Total ($) | | | | 2021 Program(b) | | 2022 Program(c) | | Total | | 2022 Program(b) | | 2023 Program(c) | | Total | | Michele Burns | | 118,750 | | 349,751 | | — | | 349,751 | | 19,935 | | 488,436 | Michele Burns | | | 100,000 | | 349,788 | | — | | 349,788 | | 61,667 | | 511,445 | | Drew Faust | | 100,000 | | 349,751 | | — | | 349,751 | | 20,000 | | 469,751 | Drew Faust* | | Drew Faust* | | | 33,333 | | 349,788 | | — | | 349,788 | | 20,000 | | 403,121 | | Mark Flaherty | | Mark Flaherty | | 100,000 | | 349,751 | | — | | 349,751 | | 20,000 | | 469,751 | | 100,000 | | 349,788 | | — | | 349,788 | | 20,000 | | 469,788 | | Kimberley Harris | | 100,000 | | 233,052 | | — | | 233,052 | | 20,000 | | 353,052 | Kimberley Harris | | | 118,750 | | 349,788 | | — | | 349,788 | | 20,000 | | 488,538 | | Kevin Johnson | | Kevin Johnson | | | — | | 112,058 | | 75,591 | | 187,649 | | 24,227 | | 211,876 | | Ellen Kullman | | Ellen Kullman | | — | | 380,315 | | 94,313 | | 474,628 | | 20,000 | | 494,628 | | 125,000 | | 380,159 | | — | | 380,159 | | 20,000 | | 525,159 | | Lakshmi Mittal | | — | | 374,064 | | 75,449 | | 449,513 | | — | | 449,513 | Lakshmi Mittal | | | — | | 374,224 | | 75,591 | | 449,815 | | — | | 449,815 | | Thomas Montag | | Thomas Montag | | | 50,000 | | — | | — | | — | | 5,000 | | 55,000 | | Adebayo Ogunlesi | | Adebayo Ogunlesi | | — | | 380,315 | | 94,313 | | 474,628 | | — | | 474,628 | | — | | 380,159 | | 94,312 | | 474,471 | | — | | 474,471 | | Peter Oppenheimer | | — | | 380,315 | | 94,313 | | 474,628 | | 40,833 | | 515,461 | Peter Oppenheimer | | | — | | 380,159 | | 94,312 | | 474,471 | | 91,212 | | 565,683 | | Jan Tighe | | Jan Tighe | | — | | 349,751 | | 75,449 | | 425,200 | | 15,000 | | 440,200 | | 100,000 | | 374,224 | | — | | 374,224 | | 49,524 | | 523,748 | | Jessica Uhl | | — | | 174,702 | | 75,449 | | 250,151 | | 20,000 | | 270,151 | Jessica Uhl | | | 100,000 | | 374,224 | | — | | 374,224 | | 20,000 | | 494,224 | | David Viniar | | 106,250 | | 349,751 | | — | | 349,751 | | 20,000 | | 476,001 | David Viniar | | | 125,000 | | 349,788 | | — | | 349,788 | | 20,000 | | 494,788 | | Mark Winkelman | | — | | 380,315 | | 94,313 | | 474,628 | | 51,250 | | 525,878 | Mark Winkelman* | | Mark Winkelman* | | | 10,417 | | 380,159 | | 31,331 | | 411,490 | | 24,167 | | 446,073 |
| * | Drew Faust and Mark Winkelman retired from our Board at the 2023 Annual Meeting. |
| (a) | Includes 20222023 Annual Retainer and, as applicable, 20222023 Committee Chair Fee. For 2022,2023, Ms. BurnsKullman and Mr. Viniar elected to receive their Annual Retainers and prorated Committee Chair Fees in cash,cash; Ms. Harris elected to receive her Annual Retainer and Dr. Faust,prorated Committee Chair Fee in cash; Ms. Burns, Mr. Flaherty, Vice Admiral Tighe and Ms. HarrisUhl elected to receive their Annual Retainers in cash and Dr. Faust and Mr. Montag elected to receive their prorated Annual Retainers in cash. Mr. Winkelman received a portion of his 2023 Annual Retainer and Chair Fee in RSUs per his election and a portion in cash pursuant to the terms of the award agreement in light of his retirement. |
| (b) | Includes 20212022 Annual Grant and, as applicable, the fourth quarter in arrears, 2021grant of the 2022 Annual Retainer and/or Committee Chair Fee. These values reflect the grant date fair value of RSUs granted on January 19, 202218, 2023 for service in 20212022 based on the closing price per share of Common Stock on the NYSE on the date of grant ($347.32)349.09). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. For 2022, Messrs. Ogunlesi, Oppenheimer and Winkelman and Ms. Kullman elected to receive their Annual Retainers and Committee Chair Fees in RSUs; Mr. Mittal, Vice Admiral Tighe and Ms. Uhl elected to receive their Annual Retainers in RSUs; and Mr. Johnson elected to receive his prorated annual retainer in RSUs. |
| (c) | Includes 20222023 Annual Retainer and, as applicable, 20222023 Committee Chair Fee. These values reflect the grant date fair value of RSUs granted for the first through third quarters during 2022, in arrears,2023 for service in 2022.2023. The grant date fair value of these RSUs was based on the closing price per share of Common Stock on the NYSE on each applicable grant date: April 18, 202219, 2023 ($329.88)336.89), July 19, 202220, 2023 ($318.05)350.86) and October 19, 202218, 2023 ($311.76)301.96). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. RSUs in respect of the fourth quarter grant of the 20222023 Annual Retainer and 20222023 Annual Committee Chair Fee, as well as the 20222023 Annual Grant, were granted on January 18, 202317, 2024 and are not required to be disclosed in this table andbut will be reflected in the 20232024 Director Summary Compensation table in our Proxy Statementproxy statement for our 20242025 Annual Meeting of Shareholders, per SEC rules. |
| (d) | These values reflect the amounts that were donated to charities by our firm to match personal donations made by non-employee directors in connection with requests by these directors made prior to February 27, 202326, 2024 under the Goldman Sachs employee matching gift program for 2022.2023. We allow our directors to participate in our employee matching gift program on the same terms as our non-PMD employees, matching gifts of up to $20,000 per participating individual. |
| (e) | In addition to the amounts donated to charities as described in footnote (d) above, our directors who serve on a board of one of our subsidiaries receive a cash retainer of $50,000 for service as a subsidiary member (Ms. Burns, Vice Admiral Tighe and Mr. Johnson and, formerly, Mr. Winkelman) or $100,000 for service as a subsidiary board chair (Mr. Oppenheimer). The subsidiary board retainer may be paid at the director’s election in RSUs (with any such RSUs granted consistent with the RSUs described in footnote (c) above, and providing for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from the applicable subsidiary board). The subsidiary board retainer is prorated, as applicable, according to the number of months served. For Ms. Burns and Mr. Winkelman, the amount also represents aamounts included represent their respective cash fee of $31,250retainers for his service as a member of the board of directors of our subsidiary, Goldman Sachs International board service during 20222023, and for Mr.Messrs. Johnson and Oppenheimer and Vice Admiral Tighe, the amount also represents a prorated cash feeamounts represent the value of $20,833 for his service as a memberRSUs granted during 2023 (for the first through third quarters) in respect of thetheir 2023 GS Bank board of directors of our subsidiary, Goldman Sachs Bank USA, beginning in August 2022.service. |
Please refer toBeneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by each director as of February 27, 2023,26, 2024, including RSUs granted in January 20232024 (for the 20222023 Annual Grant, and the final quarterlyfourth quarter grant for the 20222023 Annual Retainer and, as applicable, Committee Chair Fee)Fee and the fourth quarter grant for the 2023 subsidiary retainer, as applicable) for services performed in 2022.2023. For more information on the work of our Board and its Committees, see Corporate GovernanceGovernance.. | | | | | | 7472
| | GOLDMAN SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
AUDIT MATTERS—ITEM 4.3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20232024 ASSESSMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit Matters Item 4.3. Ratification of PwC as our Independent Registered Public Accounting Firm for 20232024 | | | | | | | Proposal Snapshot— Item 4.3. Ratification of PwC as our Independent Registered Public Accounting
20232024 | | | | | | | | What is being voted on: Ratification of the appointment of PwC as our independent registered public accounting firm for 2023.2024. Board recommendation: Our Board unanimously recommends a vote FOR ratification of the appointment of PwC as our independent registered public accounting firm for 2023.2024. |
Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. Our Audit Committee has appointed PwC as our independent registered public accounting firm for 2023.2024. We are submitting the appointment of our independent registered public accounting firm for shareholder ratification at our Annual Meeting, as we do each year. | | Assessment of Independent Registered Public Accounting Firm |
The members of our Audit Committee believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of our firm and our shareholders. In making this determination, our Audit Committee considered a variety of factors, including: | | | | | | | | ∎ Independence ∎ Candor and insight provided to Audit Committee ∎ Proactivity ∎ Ability to meet deadlines and respond quickly ∎ Feasibility/benefits of audit firm/ lead partnerfirm rotation | | ∎ Content, timeliness and practicality of PwC communications with managementAudit Committee ∎ Adequacy of information provided on accounting issues, auditing issues and legislative and regulatory developments affecting financial institutions ∎ Feasibility/benefits of lead partner rotation | | ∎ Timeliness and accuracy of all services presented to Audit Committee for pre-approval and review ∎ Management feedback ∎ Lead partner performance ∎ Comprehensiveness of evaluations of internal control structure |
Key Considerations of PwC
Audit Quality and Efficiency | | ∎ | | PwC’s knowledge of the firm’s business allows it to design and enhance its audit plan by focusing on core and emerging risks, investing in technology to increase efficiency and capturing cost efficiencies through iteration. |
| | ∎ | | PwC has a global footprint and the expertise and capability necessary to handle the breadth and complexity of the audit of the firm’s global business, accounting practices and internal control over financial reporting. |
Candid and Timely Feedback | | ∎ | | PwC generally attends each meeting of our Audit and Risk Committees and meets regularly in closed sessions with our Audit Committee so that it can provide candid feedback to the Committees regarding management’s control frameworks to address existing and new risks. |
| | ∎ | | PwC’s experience with the firm’s control infrastructure and accounting practices allow it to analyze the impact of business or regulatory changes in a timely manner and provide our Audit Committee with an effective, independent evaluation of management’s strategies, implementation plans and/or remediation efforts. |
| | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 7573 |
AUDIT MATTERS—ITEM 4.3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20232024 FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Independence | | ∎ | | PwC is an independent public accounting firm and is subject to oversight and inspection by the United States Public Company Accounting Oversight Board (PCAOB) (the results of which are communicated to our Audit Committee), peer reviews and SEC regulations. |
| | ∎ | | Both the firm and PwC have controls to ensure the continued independence of PwC, including policies and procedures to maintain independence and firm policies limiting the hiring of audit team members. |
| | ∎ | | Mandatory lead audit partner rotation ensures a regular influx of fresh perspectiveperspectives balanced by the benefits of having a tenured auditor with institutional knowledge. |
Audit Committee’s Controls | | ∎ | | Frequent closed sessions with PwC as well as a comprehensive annual evaluation. |
| | ∎ | | Direct involvement by our Audit Committee and our Audit Committee Chair in the periodic selection of PwC’s new lead audit partner. |
| | ∎ | | Responsibility for the audit fee negotiations associated with the retention of PwC, including considering the appropriateness of fees relative to both efficiency and audit quality. |
| | ∎ | | Advance approval (by Audit Committee or Audit Committee Chair) of all services rendered by PwC to us and our consolidated subsidiaries. These services include audit, audit-related services (including, as may be applicable, attestation reports, employee benefit plan audits, accounting and technical assistance, risk and control services and due diligence-related services) and tax services, subject to quarterly fee limits applicable to each project and to each category of services. |
| | ∎ | | Review of information regarding PwC’s periodic internal quality reviews of its audit work, external data on audit quality and performance such as feedback provided by the PCAOB and PwC’s conformance with its independence policies and procedures. |
We are asking shareholders to ratify the appointment of PwC as our independent registered public accounting firm as a matter of good corporate practice, although we are not legally required to do so. If our shareholders do not ratify the appointment, our Audit Committee will reconsider whether to retain PwC, but still may retain them. Even if the appointment is ratified, our Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of our firm and our shareholders. A representative of PwC is expected to be present at our Annual Meeting, will have the opportunity to make a statement if he or she desiresthey desire to do so and will be available to respond to appropriate questions from shareholders. | | | Fees Paid to Independent Registered Public Accounting Firm |
The following table provides information about fees paid by us to PwC.PwC: | | | | | | | | | | 2022 ($ in millions) | | Percent of 2022 Services Approved by Audit Committee | | 2021 ($ in millions) | | Percent of 2021 Services Approved by Audit Committee | | 2023 ($ in millions) | | Percent of 2023 Services Approved by Audit Committee | | 2022 ($ in millions) | | Percent of 2022 Services Approved by Audit Committee | | Audit Fees | | 78.1 | | 100% | | 73.8 | | 100% | Audit Fees | | | 77.5 | | 100% | | 78.1 | | 100% | | Audit-Related Fees(a) | | Audit-Related Fees(a) | | 15.0 | | 100% | | 13.4 | | 100% | | 16.8 | | 100% | | 15.0 | | 100% | | Tax Fees(b) | | 2.1 | | 100% | | 1.0 | | 100% | Tax Fees(b) | | | 1.2 | | 100% | | 2.1 | | 100% | | All Other Fees | | — | | — | | — | | — | All Other Fees | | | — | | — | | — | | — |
| (a) | Audit-related fees include attest services not required by statute or regulation and employee benefit plan audits. |
| (b) | The nature of the tax services is as follows: tax return preparation and compliance, tax advice relating to transactions, consultation on tax matters and other tax planning and advice. Of the $2.1$1.2 million for 2022,2023, approximately $0.2 million was for tax return preparation and compliance services. |
PwC also provides audit and tax services to certain asset management funds managed by our subsidiaries. Fees paid to PwC by these funds for these services were $76.4 million in 2023 and $71.2 million in 2022 and $51.6 million in 2021.2022. For detailed information on the vote required for this matter and the choices available for casting your vote, please see Frequently Asked QuestionsQuestions.. | | | | | | 7674
| | GOLDMAN SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
AUDIT MATTERS—REPORT OF OUR AUDIT COMMITTEE Report of our Audit Committee Management is responsible for the preparation, presentation and integrity of Goldman Sachs’ financial statements, for its accounting and financial reporting principles and for the establishment and effectiveness of internal controls and procedures designed to ensure compliance with generally accepted accounting principles and applicable laws and regulations. The independent registered public accounting firm is responsible for performing an independent audit of Goldman Sachs’ financial statements and of its internal control over financial reporting in accordance with the standards of the PCAOB and expressing an opinion as to the conformity of Goldman Sachs’ financial statements with generally accepted accounting principles, including critical audit matters, if any, addressed during the audit, and the effectiveness of its internal control over financial reporting. The independent registered public accounting firm has free access to the Committee to discuss any matter it deems appropriate. In performing its oversight role, the Committee has considered and discussed the audited financial statements with each of management and the independent registered public accounting firm. The Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the PCAOB and the SEC. The Committee has received the written disclosures and the letter from the independent registered public accounting firm in accordance with the applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence and has discussed with the registered public accounting firm its independence. The Committee, or the Committee Chair if designated by the Committee, approves in advance all audit and any non-audit services rendered by the independent registered public accounting firm to us and our consolidated subsidiaries. See —Item 4. —Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023.2024. Based on the reports and discussions described in this Report, the Committee recommended to the Board that the audited financial statements of Goldman Sachs for 20222023 be included in the 20222023 Annual Report on Form 10-K. Audit Committee Peter Oppenheimer, Chair Mark Flaherty Thomas Montag Adebayo Ogunlesi (ex-officio)(ex-officio) Jan Tighe Jessica Uhl | | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 7775 |
ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS Items 5-12.4-12. Shareholder Proposals How We Engage with Shareholder Proponents | | | ∎ Across the firm, we spend significant time reviewing and evaluating the shareholder proposals we receive each year. Robust shareholder engagement is a long-standing priority for∎ First and foremost, our firm. Our Investor Relations team always seeks in all cases to speak directly with any shareholder who submits a proposal for our Annual MeetingMeeting. Our goal is to further understand their perspective, which may not be apparent from the face of the proposal, and to address their questions. We hope that this engagement will be ongoing throughout the year.
|
| ∎ We respect that our shareholders have broad and diverse viewpoints, which viewpoints may differ from other shareholders as well as from management and the Board. | | We find these discussions
Robust shareholder
engagement
is a long-standing
priority for our firm. | | ∎ Even where issues raised in a proposal or through engagement do not reflect any concern specific to beGoldman Sachs, our goal is to maintain constructive engagement and informative, as it gives us an opportunity to hear valuable feedback and find areas of common ground. |
| ∎»
| | Generally, our opposition to Many shareholder proposals is often less centered on the overall aimsuggest prescriptive and/or one-size-fits-all solutions, with limited consideration of a proposal than the prescriptive nature with which the proposal seeks to address it, as well as the potentialrisks or costs or risks associated withof a proposed approach.
|
| ∎»
| | We seek to meet the broad goals of our proponents where feasible and appropriate in a manner that we believe will further the long-term interests of our diverse shareholder base, and we regularly propose alternatives to a proponent that we believe address their concerns in a more practicable way. |
| ∎ | | Even when we cannot come to agreement on a proposed approach, we often continue to engage in a dialogue with our proponents even after our Annual Meeting has occurred in order to update them on relevant issues and hear their ongoing feedback.
|
Shareholder Proposals | | | | | | | | | | | Proposal Snapshot—Items 4-12. Shareholder Proposals | | | Proposal Snapshot—Items 5-12. Shareholder Proposals
| | | | | | | | | | What is being voted on:In accordance with SEC rules, we have set forth below certain shareholder proposals, along with the supporting statements of the respective shareholder proponents, for which we and our Board accept no responsibility. These shareholder proposals are required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting. Board recommendation:As explained below, our Board unanimously recommends that you vote AGAINST each shareholder proposal. |
For detailed information on the vote required with respect to these shareholder proposals and the choices available for casting your vote, please seeFrequently Asked QuestionsQuestions.. Item 5.4. Shareholder Proposal Regarding a Report on LobbyingPolicy for an Independent Chair John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278,National Legal and Policy Center, 107 Park Washington Court, Falls Church, Virginia 22046, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
Proposal 5—Improve Transparency in regard
Request for Board of Directors to LobbyingAdopt Policy for an Independent Chair RESOLVED: Shareholders request the Board of Directors adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of the Chairman and the office of the CEO as follows: | | | | | 76 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ITEMS 4-12. SHAREHOLDER PROPOSALS FOR
Shareholder Rights  Selection of the Chairman of the Board: The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.
FOR Shareholder RightsWhenever possible, the Chairman of the Board shall be an Independent Director.
The Board may select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board seeks an Independent Chairman of the Board. The Chairman should not be a former CEO of the company. Selection of the Chairman of the Board shall be consistent with applicable law and existing contracts. SUPPORTING STATEMENT: The Chief Executive Officer of Goldman Sachs is also Board Chairman. These roles – each with separate, different responsibilities that are critical to the health of a successful corporation – are greatly diminished when held by a singular company official, weakening its governance structure. Expert perspectives substantiate our position: | ∎ | | According to the CFA Institute Research and Policy Center, “Combining [Chairman and CEO] positions may give undue influence to executive board members and impair the ability and willingness of board members to exercise their independent judgment . Many jurisdictions consider the separation of the chair and CEO positions a best practice because it ensures that the board agenda is set by an independent voice uninfluenced by the CEO.”1 |
| ∎ | | A pair of business law professors wrote for Harvard Business Review that “letting the CEO chair the board can compromise board discussion quality, weakening the corporation’s risk management ability . Splitting the CEO and board chair jobs between two people can help strengthen the quality of questions the corporation asks itself. When those questions remain weak, the organization is less likely to develop strategies that mitigate risk.”2 |
| ∎ | | Proxy adviser Glass Lewis wrote in 2021, “the presence of an independent chair fosters the creation of a thoughtful and dynamic board not dominated by the views of senior management ... the separation of these two key roles eliminates the conflict of interest that inevitably occurs when a CEO is responsible for self-oversight.”3 |
| ∎ | | Of former CEOs serving as Chairs, CFA Institute says, “this arrangement could impair the board’s ability to act independently of undue management influence... Such a situation also increases the risk that the chair may hamper efforts to undo the mistakes made as chief executive.” |
According to the 2022 Spencer Stuart Board Index survey, 51 percent of S&P 500 companies had separate CEOs and Board Chairs in 2017 versus 57 percent in 2022.4 The growing separation of the CEO and Chair positions signifies the changing sentiment towards Chair independence. | 1 | https://rpc.cfainstitute.org/-/media/documents/article/position-paper/corporate-governance-of-listed-companies-3rd-edition.pdf |
| 2 | https://hbr.org/2020/03/why-the-ceo-shouldnt-also-be-the-board-chair |
| 3 | https://www.glasslewis.com/wp-content/uploads/2021/03/ln-Depth-Independent-Chair.pdf |
| 4 | https://www.spencerstuart.com/-/media/2022/october/ssbi2022/2022_us_spencerstuart_board_index_final.pdf |
| | | | | | | | | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Our directors take very seriously their fiduciary obligation to act in the best interests of our firm and our shareholders. In exercising their fiduciary duties, our independent directors believe it is important to retain the flexibility to determine the leadership structure that will best serve our Board’s and our shareholders’ interests at any given time. We are committed to independent leadership on our Board. In fact, our policies require that if at any time our Chair is not independent, we must have an independent Lead Director. Furthermore, as we have repeatedly disclosed, our Board will not hesitate to appoint an independent Chair if at any time our Governance Committee concludes it would be appropriate to do so. | | | | | | | 78 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 77
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ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS Through our engagement and with clear voting results, shareholders have shown support for our existing leadership structure. At our last two annual meetings, similar proposals from the same proponent have been strongly rejected by over 80% of votes cast at those meetings. Accordingly, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders. | ∎ | | Pursuant to our Corporate Governance Guidelines, our independent Governance Committee assesses and deliberates the merits of our leadership structure to help ensure that the most efficient and appropriate structure is in place; it has done so annually since 2011. | |
| » | | This annual review process provides our Board with the necessary flexibility to make the appropriate determination about how our Board’s leadership should be structured to most effectively serve our firm’s needs, which may evolve over time. This annual review process also exists within the broader context of our Board’s ongoing, year-round review of its composition and effectiveness. | |
| » | | As a result of its most recent review, in December 2023 our Governance Committee determined that continuing to combine the roles of Chair and CEO, together with maintaining a strong independent Lead Director, is the most effective leadership structure for our firm at this time. | |
| ∎ | | This robust process includes a review of: | |
| » | | Chair-CEO and Lead Director responsibilities (described below); | |
| » | | Our policies and practices, which ensure strong, independent Board oversight, as well as feedback received in connection with our Board, Committee and individual director evaluation process; | |
| » | | Shareholder feedback and voting results regarding board leadership; | |
| – | For example, in connection with our year-round shareholder engagement, we have generally received positive feedback regarding our Board leadership structure, with certain shareholders viewing Goldman Sachs as a leader among companies with a combined Chair-CEO, given the strength of our Lead Director role and our Board’s annual leadership structure review; and | |
| » | | Performance and global trends regarding board leadership structure. | |
| – | For example, there is no clear, empirical evidence that a combined Chair-CEO negatively affects company performance or impairs the efficacy of independent directors. Independent chairs also remain a minority practice among S&P 500 companies. | |
| ∎ | | Our Board leadership structure is enhanced by the independent leadership provided by our active Lead Director. The robust nature of the role, which has been enhanced over time as a result of shareholder engagement, helps ensure that the perspectives of our independent directors are strongly represented on our Board. Key elements of our Lead Director role (each of which will continue under David Viniar as our new Lead Director) include: | |
| » | | Setting and approving the agenda for Board meetings and leading executive sessions; | |
| » | | Focusing on Board effectiveness, composition and evaluations (including of our CEO and our Board, committees and individual directors); | |
| » | | Serving as liaison between independent directors, on the one hand, and our Chair-CEO and management, on the other; and | |
| » | | Serving as primary Board contact for corporate governance engagement with shareholders and other stakeholders and engaging regularly with regulators. | |
| – | For example, during 2023, our Lead Director had over 80 additional meetings, calls and engagements with the firm and its people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 25% of Common Stock outstanding. | |
| ∎ | | A combined Chair-CEO structure provides our firm with a senior leader who serves as a primary liaison between our Board and management and as a primary public face of our firm. | |
| | | | | 78 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ITEMS 4-12. SHAREHOLDER PROPOSALS | ∎ | | Furthermore, combining the roles of CEO and Chair at our firm has been effective in promulgating strong and effective leadership
of the firm, particularly in times of economic challenge and regulatory change affecting our industry; the same is important during this phase of our strategic journey, including executing on our strategic transition and positioning the firm for the future. | |
| ∎ | | Independent Board oversight is further enhanced by our independent committee chairs, the independence of our Board as a whole and the governance policies and practices in place at our firm. | |
| » | | Each of our independent directors is committed to actively and effectively overseeing the management of our firm and protecting shareholder interests. | |
| » | | Our independent directors meet often in executive session, during which they discuss topics such as Chair-CEO performance and compensation, succession planning, the Board’s evaluation and the firm’s strategy. | |
| » | | Our governance structure establishes strong protections of shareholder rights. | |
| – | For example, we have majority voting (with resignation bylaw) for uncontested director elections, annual election of all directors, no poison pill, a shareholder right to call special meetings, a shareholder right of proxy access and no supermajority vote requirements in our by-laws or charter. | |
For more information, see Whereas,Corporate Governance, full disclosureincluding the section Structure of Goldman Sachs Group’s lobbying activitiesour Board and expenditures to assess whether Goldman’s lobbying is consistentGovernance Practices— Board Leadership Structure. Item 5. Shareholder Proposal Regarding a Transparency in Lobbying Report John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, together with its expressed goalsa co-filer, Oblate International Pastoral Investment Trust, each a beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, are the proponents of the following shareholder proposal. The proponents have advised us that a representative will present the proposal and shareholders’ interests.related supporting statement at our Annual Meeting. 
FOR SHAREHOLDER RIGHTS Proposal 5 – Transparency in Lobbying Resolved, the shareholders of GoldmanShareholders request the preparation of a report, updated annually, disclosing: | 1. | Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. |
| 2. | Payments by Goldman used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. |
| 3. | Goldman’s membership in and payments to any tax-exempt organization that writes and endorses model legislation. |
| 4. | Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above. |
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers “toto specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Goldman is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Public Responsibilities Committee and posted on Goldman’s website. | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 79 |
ITEMS 4-12. SHAREHOLDER PROPOSALS Supporting Statement Full disclosure of Goldman’s lobbying activities and expenditures is needed to assess whether Goldman’s lobbying is consistent with its expressed goals and shareholders’ interests. Goldman spent $41$44 million from 2010 — 2021– 2022 on federal lobbying. This does not include state lobbying, where Goldman also lobbies. Goldman also lobbies abroad, spending between €800,000 —– 899,999 on lobbying in Europe for 20212022 and previously drawing scrutiny.scrutiny for “allegedly trying to lobby members of the European Commission.”hiring JPMorgan’s chief lobbyist in Europe.1 Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”2 Goldman fails to disclose its memberships in or payments to trade associations and social welfare organizations,groups, or the amounts used for lobbying, to shareholders. Goldman belongs to the American Bankers Association (ABA), Bank Policy Institute (BPI), Business Roundtable, Financial Service Forum (FSF), Managed Funds Association and Securities Industry and Financial Markets Association, which together spent $55$46 million on federal lobbying for 2021.2022. Goldman’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, Goldman publicly supports addressing climate change, yet the Business Roundtable opposed the Inflation Reduction Act and its historic investments in climate action,3 and BPI and FSF both lobbied the Securities and Exchange Commission to weaken proposed climate disclosure rules.4 A recent analysis looking at inconsistencies between banks’ public climate commitments and their direct and indirect climate lobbying practices noted Goldman failed to publicly support the Inflation Reduction Act.5 And while Goldman does not belong to or support the American Legislative Exchange Council, which is attacking “woke capitalism,”“woke” investing,56 one of its trade associations does, as ABA supported its 2022 annual meeting.6 According to the 2022 Harris Corporate Reputation Survey, Goldman ranked 80” of the 100 most visible US companies.7 Reputational damage stemming from these misalignments could harm shareholder value, and I urgevalue. Thus it is a best practice for Goldman to expand its lobbying disclosure. 1 https://www.efinancialcareers.com/news/2022/12/goldman-government-relations. (1) | https://www.cnbc.com/2018/02/21/goldman-sachs-executive-jose-manuel-barroso-a-former-top-eu-chief-in-row-over- brusselslobbying.html.
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2 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-pubIiclyreported/. (2) | https://theintercept.com/2019/08/06 /business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/.
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3 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable. (3) | https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable
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4 https://www.eenews.net/articles/banks-to-sec-climate-rule-poses-real-world-problems/. (4) | https://www.eenews.net/articles/banks-to-sec-climate-rule-poses-real-world-problems/.
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5 https://www.ceres.org/news-center/press-releases/new-benchmark-analysis-us-banks-reveals-inconsistencies-between-climate. (5) | https://www exposedbycmd.org/2022/07/27/abandoning-free-market-and-liberty-principles-alec-takes-on-woke-capitalism-bodilyautonomy-and-more-at-its-annual-meeting/.
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6 https://www.wbur.org/hereandnow/2023/03/22/esg-investing-fossil-fuels. (6) | 7https://documented.net/investigations/heres-who-bankrolling-alec-2022-annual-meeting. |
(7) | https://www.axios.com/2022/05/24/2022-axios-harris-poll-100-rankings.
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| | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 79 |
ITEMS 5-12. SHAREHOLDER PROPOSALS
| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Our Statement on Policy Engagement and Political Participation (our Policy Statement, available on our website through www.gs.com/corpgov) and our existing public disclosures already address the most material requests in the proposal. proposal. Preparing the report requested by the proposal would impose an additional administrative burden on our
firm without providing material new information to our shareholders. Furthermore, additional disclosure may also raise potential competitive and business-related concerns. As a result, and taking into account how infrequentlythe immateriality of our lobbying expenditures, the lack of heightened focus from our shareholders on our lobbying activities and expenditures have been raised byoutside the context of this shareholder proposal and our shareholders during our ongoing engagement, existing public disclosures, we believe that the adoption of the proposal is unnecessary and not
in the best interests of our firm or our shareholders. | | ∎ | | We already provide significant and meaningful disclosure about our policy engagement efforts, which addresses the most material items requested in the proposalproposal., as described below. | |
| | ∎ | | We havetransparent policies and proceduresgoverning our policy engagement and political participation. | |
| | » | A key source of information for our shareholders is our Policy Statement, which is publicly available on our website. | |
| | | | | 80 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ITEMS 4-12. SHAREHOLDER PROPOSALS | | » | Our Policy Statement already contains information about: | |
| | – | Our principal public policy priorities, which are developed by our Office of Government and Regulatory Affairs (OGA)(OGRA) in coordination with our Legal and Compliance functions with senior management oversight. These priorities are reviewed regularly to help ensure that our priorities continue to align with our goals; | |
| | – | The fact that we do not make any political contributions in the United States from corporate funds, including contributions to so-called Section 527 entities or independent expenditure political action committees (Super PACs); | |
| | – | The fact that, as required by law, all political contributions accepted or made by our federal political action committee, which is voluntarily funded by employees and makes contributions on a bipartisan basis, are reported to the Federal Election Commission (and are publicly available at: https://www.fec.gov/data/ committee/C00350744/?tab=summary).We do not contribute corporate funds to our political action committee; and | |
| | – | Examples of the types of trade associations and other industry groups in which we participate (such as Securities Industry and Financial Markets Association, Council of Institutional Investors and American Bankers Association), as well as information on the instructions provided to these groups to limit how our funds can be used. | |
| | •– | Specifically, we instruct trade and industry groups to not use our funds for any election-related activity at the federal, state or local level. This includes contributions and expenditures (including independent expenditures) in support of or in opposition to any candidate for any office, ballot initiative campaign, political party, committee or political action committee. | |
| | ∎ | | We already disclose payments used for lobbying and recentlyhave enhanced our transparency in this regard. | |
| | » | We provide a linktransparent access to ourthe quarterly disclosure ofwe make with respect to all U.S. federal lobbying costs (paid directly and through trade associations) and the issues to which our lobbying efforts relate pursuant to the Lobbying Disclosure Act (availableAct. These filings are publicly available at: https://www.senate.gov/legislative/Public_Disclosure/LDA_reports.htm). A, and we provide this link to these reports is available throughfor ease of access in our Policy Statement and to provide stakeholders with greater transparency and ease of use, we recentlyalso added a link to these disclosures directly on our firm’s website at www.gs.com/corpgov. | |
| | » | As part of our advocacy program, we may inform our employees, shareholders or vendors/suppliers of legislation or regulations that may impact their interests. We have not structured or facilitated any active “grassroots lobbying” to date. However, if we were to do so in the future, we have committed to publicly disclosing related expenditures.
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| »– | While our policy advocacy efforts are focused primarily at the national level, we also make such disclosures at the state or local level to the extent required to do so under applicable lobbying laws. | |
| | | | | 80 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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ITEMS 5-12. SHAREHOLDER PROPOSALS
| | » | For context on the extent of our lobbying efforts, for each of 2022 suchand 2023, our federal, state and local lobbying payments, as well as all trade and business association membership payments (whether or not attributable to lobbying), represented less than 0.25% of our 2022 net earnings. | |
| » | As set forth in our Policy Statement, we publicly disclose in the reports we file under the Lobbying Disclosure Act expenditures relating to our active grassroots lobbying efforts to inform our employees, shareholders, vendors/suppliers or the small business community that comprises our 10,000 Small Businesses Voices program with respect to legislation or regulation that may impact their interests. | |
| | ∎ | | Wedo not get involved with model legislation efforts(and (and are not members of any trade association for such purpose). | |
| | ∎ | | We already haverobust oversight mechanismsincluding: | |
| | » | Our Board, including through our Public Responsibilities Committee, is informed of, and provides guidance (as needed) on, our various advocacy efforts; | |
| | » | Our Policy Statement is reviewed by our Public Responsibilities Committee; | |
| | » | A comprehensive report on our trade association memberships, including membership fees and dues paid in excess of $30,000, is reviewed annually by our Public Responsibilities Committee. This report also includes information about our lobbying expenditures; | |
| | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 81 |
ITEMS 4-12. SHAREHOLDER PROPOSALS | | » | Our Executive Vice President and staff in our OGA,OGRA, Legal and Compliance functions review and approve trade association memberships to ensure that they are consistent with our public policy objectives;objectives. Examples of our trade association memberships include Securities Industry Financial Markets Association, Bank Policy Institute, Financial Services Forum, Association for Financial Markets in Europe and the American Investment Council as well as other similar industry groups; and | |
| | » | OGAOGRA coordinates on an ongoing basis with our business unit leadership and our Legal and Compliance functions to identify priorities, and it vets our public policy priorities and related advocacy efforts with senior management.
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Item 6. Shareholder Proposal Regarding a Policy for an Independent ChairOutcome Report on Efforts Regarding Protected Classes of Employees National Legal and Policy Center, 107 Park Washington Court, Falls Church, Virginia 22046,The Nathan Cummings Foundation, 120 Wall Street, 26th Floor, New York, New York 10005, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
Request for Board of Directors to Adopt Policy for an Independent Chair
RESOLVED:Resolved:
Shareholders request the Board of Directors adopt as policy,oversee the preparation of an annual public report describing and amendquantifying the governing documents as necessary, to require hereafter that that two separate people hold the office of the Chairmaneffectiveness and the office of the CEO as follows: Selection of the Chairman of the Board: The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board may select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board seeks an Independent Chairman of the Board.
The Chairman shall not be a former CEO of the company.
Selection of the Chairman of the Board shall be consistent with applicable law and existing contracts.
SUPPORTING STATEMENT:
The Chief Executive Officeroutcomes of The Goldman Sachs Group, Inc. is also’s (Goldman Sachs) efforts to prevent harassment and discrimination against its protected classes of employees. In its discretion, the Board Chairman. We believe these roles — each with separate, different responsibilities that are criticalmay wish to the health of a successful corporation — are greatly diminished when held by a singular company official, thus weakening its governance structure.
Expert perspectives substantiate our position:consider including disclosures such as:
| ∎ | | Accordingthe total number and aggregate dollar amount of disputes settled by the company related to abuse, harassment, or discrimination in the Councilprevious three years;
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| ∎ | | the total number of Institutional Investors ( pending harassment or discrimination complaints the company is seeking to resolve through internal processes, arbitration, or litigation; |
| ∎ | | the retention rates of employees who raise harassment or discrimination concerns, relative to total workforce retention; |
| ∎ | | the aggregate dollar amount associated with the enforcement of arbitration clauses; |
| ∎ | | the number of enforceable contracts for current or past employees which include concealment clauses, such as non-disclosure agreements or arbitration requirements, that restrict discussions of harassment or discrimination; and |
| ∎ | | the aggregate dollar amount associated with such agreements containing concealment clauses. |
This report should not include the names of accusers or details of their settlements without their consent. It should be prepared at a reasonable cost and omit any information that is proprietary, privileged, or violative of contractual obligations. Supporting Statement In 2021, after receiving majority support for a shareholder resolution requesting they do so, Goldman released a report reviewing its mandatory arbitration requirement for employee harassment or discrimination claims. In light of that review, the Board decided that “employees who assert a claim of sexual harassment in an arbitration will have the option to waive confidentiality as to the arbitration decision.”1 The firm did not release other protected classes from this confidentiality obligation. Investor concerns related to Goldman’s treatment of its employees by race, ethnicity, and other protected class remained unaddressed. Black individuals comprise 13.6 percent of the United States’ population2 but only 3.4 percent of Goldman’s executive and management teams.3 This representation percentage has remained static over time, only increasing by 0.31 percent since 20204, the first year for which this data was available. | | | | | 82 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ITEMS 4-12. SHAREHOLDER PROPOSALS Given the company’s ongoing use of non-disclosure agreements and mandatory arbitration, which conceal from external audiences internal culture challenges, the extent to which race-based harassment and discrimination exists within Goldman is unknown. There have been several high-profile derivative suits settled, including at Twentieth Century Fox, Wynn Resorts, and Alphabet, alleging boards breached their duties by failing to protect employees from discrimination and harassment, injuring the companies and their shareholders. Civil rights violations within the workplace can result in substantial costs to companies, including fines and penalties, legal costs, costs related to absenteeism, reduced productivity, challenges recruiting, and distraction of leadership. A company’s failure to properly manage its workforce can have significant ramifications, jeopardizing relationships with customers and other partners. A public report such as the one requested would assist shareholders in assessing whether the Company is improving its workforce management. | 1 | https://bit.ly/3pKrtJK ), “A CEO who also serves as chair can exert excessive influencewww.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/report-on-review-of-arbitration- program.pdf |
| 2 | https://www.census.gov/quickfacts/fact/table/US/PST045222 |
| 3 | https://www.goldmansachs.com/our-commitments/sustainability/2022-people-strategy-report/multimedia/report.pdf |
| 4 | https://www.goldmansachs.com/our-commitments/sustainability/sustainable-finance/documents/reports/2020-sustainability-report.pdf?source=website |
| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. There is no place at Goldman Sachs for discrimination or harassment against any individual or group in any form. Providing employees a safe and inclusive workplace that is free of discrimination and harassment is among the firm’s highest priorities as part of our “people first” commitment. The use of arbitration or confidentiality agreements to assist in managing our broad and diverse global workforce does not result in – nor does it imply the existence of – harassment or discrimination at Goldman Sachs. While the proponent’s supporting statement references settlements at other public companies, those matters do not involve Goldman Sachs. More broadly, the use of these types of agreements is periodically reviewed by the firm, including as described below. We provide significant transparency about our people strategy, such as our efforts to engage the best talent across broad and diverse backgrounds and experiences and further embed our long-standing commitment to diversity, equity and inclusion across all aspects of our talent strategy, including through our annual People Strategy Report (available at www.gs.com). As a result of our “zero tolerance” approach to harassment and discrimination, our existing transparency, our robust firmwide controls designed to prevent and address employee misconduct, including our numerous escalation channels and posting culture, and the other factors and considerations described below, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders. | | ∎Discrimination, harassment or mistreatment in any form at Goldman Sachs is unacceptable and is not tolerated. This “zero tolerance” policy applies on and off premises, at work-related events and outside of work. » These values are embedded in, and regularly reinforced at, every step of our people’s careers, from onboarding to training and performance management, development, compensation and promotion processes, and are supported by a robust system of firmwide controls designed to encourage reporting and prevent and address employee misconduct if it occurs. – For example, we maintain an explicit Equal Employment Opportunity policy that employees are required to review at the boardtime of hire and its agenda, weakeningon an annual basis and require that all employees complete mandatory training and education (e.g., Recognize, Respond, Respect: Sexual Harassment Awareness) on these critical matters. – Employees are required to escalate any potential discrimination and harassment concerns they observe. The firm has established a multi-channel internal and external escalation process (which provides for the board’s oversight of management. Separating the chair and CEO positions reduces this conflict, and an independent chair provides the clearest separation of power between the CEO and the rest of the board.” |
| | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 8183 |
ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS | ability to make anonymous reports) for concerns of discrimination, harassment or other misconduct to be reported. Regardless of the manner of escalation, all matters are carefully documented, reviewed and investigated, and the firm strictly prohibits any retaliation for reporting concerns. When misconduct is found, discipline, including termination where appropriate, is imposed in accordance with the firm’s disciplinary framework. The firm also requires regular reporting on harassment, discrimination and other conduct matters to senior leadership as well as the Board of Directors. – Our Firmwide Conduct Committee, with senior partner-level membership, is responsible for overseeing the firm’s conduct risk management program. » Our policies and practices are reviewed on an ongoing basis and have been regularly enhanced over time. ∎Additional Context on Proposal Submission. As noted in the proponent’s supporting statement, a shareholder proposal submitted by the proponent relating to our arbitration practices was voted on at our 2021 annual meeting. The proposal received approximately 49% support under the voting standards established in the firm’s By-Laws and publicly disclosed each year in our proxy statement. The Board viewed this level of support as significant, and in consideration of this result as well as the broader shareholder feedback that the Board received in conjunction with its engagement on this issue, the Board proactively determined to undertake a comprehensive review to assess the firm’s arbitration program and in December 2021, our Board issued a report, which is available at www.gs.com/corpgov. » As a result of this review, our Board directed management to institute a number of enhancements for the purpose of further increasing transparency and accountability, including: – Regular reporting to the Board on sexual harassment matters; – Regular periodic assessments of the firm’s arbitration program; and – Waiving confidentiality of arbitration decisions on sexual harassment claims at the option of the employee. » Each of these enhancements have since been implemented, and our Board expects to direct another comprehensive review of the firm’s arbitration program later this year and will issue another report following completion of this new review. |
Item 7. Shareholder Proposal Regarding Environmental Justice Impact Assessment The Sierra Club Foundation, 2101 Webster Street, Suite 2150, Oakland, California 94612, together with a co-filer, Harrington Investments, Inc., each beneficial owners of at least $2,000 in market value of the company’s Common Stock for at least three years, are the proponents of the following shareholder proposal. The proponents have advised us that a representative will present the proposal and related supporting statement at our Annual Meeting. Whereas: Environmental justice examines disparities in how people are exposed to environmental benefits and harms, which can have material implications for investors. The United Nations has recognized that all people have a right to a clean, healthy and sustainable environment.1 Fossil fuel development poses substantial risks to this and other human rights, and has been linked to significantly elevated rates of cancers, and air, soil, and water contamination for nearby residents.2 These outcomes disproportionately affect children, workers, and people who are Black, Indigenous, have low income, or live in the Global South.3 Meanwhile, a disproportionate portion of the 17 million Americans exposed to the negative consequences of fossil fuel production are Black.4 Since 2016, Goldman Sachs has provided over $143 billion in financing to fossil fuel companies.5 Goldman Sachs has also developed a framework to “put climate transition and inclusive growth at the forefront of” its work with clients.6 However, this transition carries several workforce 7 and environmental justice risks. Research has found that economic and workforce benefits of the energy transition accrue unequally along lines of race and ethnicity, regardless of income or education.8 Most minerals required for electric vehicle, wind turbine, and battery production are concentrated in the Global South, where local people bear environmental harms associated with minerals extraction, and where climate change threatens production collapse.9 Resultant civic unrest, loss of social | | | | | 84 | | A 2014 report from Deloitte ( Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders
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ITEMS 4-12. SHAREHOLDER PROPOSALS license, legislative or regulatory actions, and systemic risk of global failure of a transition can lead to stranded assets and reputational harm. These environmental justice risks are not effectively addressed or managed in Goldman Sachs’ policies and reporting. Rigorous assessment and disclosure of these risks would enhance the bank’s risk management framework, improve its reputation, and advance its stated goals. In recent years, Goldman Sachs has faced regulatory action and public scrutiny regarding its sustainability practices and disclosures. In 2022, the bank’s asset management subsidiary incurred a $4 million penalty to settle SEC charges for sustainability-related policies and procedures failures.10 The bank has committed to help reduce racial disparities,11 to “protect, preserve and promote human rights around the world,”12 and shared its view that “companies’ management of environmental and related social risks and opportunities may affect long-term corporate performance.” By implementing this proposal, the bank can advance its commitments and deliver value to shareholders. Resolved: Shareholders request that the Goldman Sachs Board of Directors conduct a rigorous assessment of material risks and opportunities related to the environmental justice impacts of its energy and power sector financing and underwriting and disclose the results, at reasonable expense and omitting proprietary and privileged information. Supporting statement: At the Board and management’s discretion, Proponents suggest that “material risks and opportunities” encompass both enterprise and systemic considerations, and that outcomes and recommendations from the assessment be integrated in a revised version of the bank’s Environmental Policy Framework. | 1 | https://bit.ly/3vQGqgel ) concluded, “The chairman should lead the board and there should be a clear division of responsibilities between the chairman and the chief executive officer (CEO).”news.un.org/en/story/2022/07/1123482 |
∎2 | | A pair of business law professors wrote for Harvard Business Review (https://bit.ly/3xvclOA ) in March 2020 that “letting the CEO chair the board can compromise board discussion quality, weakening the corporation’s risk management ability... Splitting the CEO and board chair jobs between two people can help strengthen the quality of questions the corporation asks itself. When those questions remain weak, the organization is less likely to develop strategies that mitigate risk.”www.ncbi.nlm.nih.gov/pmc/articles/PMC6344296/
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∎3 | | Proxy adviser Glass Lewis advised ( https://bit.ly/3xwuJwa ) in 2021, “the presence of an independent chair fosters the creation of a thoughtful and dynamic board not dominated by the views of senior management. Further, we believe that the separation of these two key roles eliminates the conflict of interest that inevitably occurs when a CEO is responsible for self-oversight.”www.sciencedirect.com/science/article/pii/S2214629623001640
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| 4 | https://www.nature.com/articles/s41370-022-00434-9 |
| 5 | https://www.ran.org/wp-content/uploads/2023/04/BOCC_2023_vF.pdf |
| 6 | https://www.goldmansachs.com/media-relations/press-releases/2021/announcement-04-mar-2021.html |
| 7 | https://www.nber.org/papers/w31539 |
| 8 | https://www.liebertpub.com/doi/10.1089/scc.2022.0112; https://www.scientificamerican.com/article/solar-powers-benefits-dont-shine-equally-on-everyone/ |
| 9 | https://media.business-humanrights.org/media/documents/2023_Transition_Minerals_Tracker_JX5pGvf.pdf; https://iea.blob.core.windows.net/assets/ffd2a83b-8c30-4e9d-980a-52b6d9a86fdc/TheRoleofCriticalMineralsinCleanEnergyTransitions.pdf |
| 10 | https://www.sec.gov/news/press-release/2022-209 |
| 11 | https://www.goldmansachs.com/our-commitments/diversity-and-inclusion/racial-equity/ |
| 12 | https://www.goldmansachs.com/investor-relations/corporate-governance/corporate-governance-documents/human-rights-statement.pdf |
| 13 | https://www.goldmansachs.com/citizenship/environmental-stewardship/epf-pdf.pdf |
| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Across the broad spectrum of our businesses, we work with our clients to help navigate considerations around environmental and social impacts as well as community health and safety. Our goal is to help ensure that our people, capital and ideas are used to help find innovative and effective, market-based solutions to help address climate change, ecosystem degradation and other critical environmental issues, with a steadfast focus on driving long-term success for our clients and communities to create long-term, durable value for our shareholders. We have in place frameworks and policies to identify and mitigate climate- and sustainability-related risks to our firm, our clients and our communities, and we already provide extensive public disclosure related thereto. This includes our Environmental Policy Framework, Sustainability Reports, TCFD reports and a dedicated portion of our website (www.gs.com/sustainability). | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 85 |
ITEMS 4-12. SHAREHOLDER PROPOSALS Furthermore, we have launched a number of initiatives over the past two decades targeting inclusive growth and the climate transition, including One Million Black Women and the Climate Innovation and Development Fund, a $25 million fund that supports sustainable low-carbon economic development in South and Southeast Asia and catalyzed approximately $500 million in private-sector and government investments in climate solutions to help accelerate the transition to net zero emissions. However, no one company can build a sustainable economy on its own. Advancing the climate transition will require thoughtful public policy that balances energy affordability and security with social outcomes. As a result, we believe that adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders. | ∎ | | We approach the management of environmental and social risks with the same care and discipline as any other business risk, and we undertake a robust review of the environmental and social practices of our clients and potential clients when making our business selection decisions. | |
| » | | When we identify a potentially significant environmental or social issue, we address the issue by working with the client to develop appropriate safeguards and sustainable practices. By facilitating the adoption of more sustainable practices, we can better serve the long-term interests of our communities, our clients and the environment in which they operate, while helping to ensure prudent risk management for our firm. | |
| » | | We will not hesitate to forgo any assignment where such productive engagement is not feasible or where the transaction involves potentially material environmental impacts, significant social issues or unacceptable risks that directly conflict with our policies and/or business risks assessments. | |
| » | | For instance, in 2022, the firm reviewed more than 1,700 transactions for environmental and social risks. We identified and managed environmental, health and safety risks in several potential transactions and portfolio companies — and in some cases, decided to forgo participation due to the high levels of risk that could not be mitigated or that did not align with our policies or commitments. | |
| ∎ | | In addition to our firmwide review process, we equip teams in sensitive sectors with sector-specific due diligence guidelines and training to evaluate new business opportunities more effectively. This includes background on current environmental and social issues and sensitivities in the sector, as well as potential diligence questions to discuss with a company. | |
| » | | We currently have fourteen guidelines across key sectors, which include Oil & Gas, Transportation, Water and Power Generation, among others. These sector guidelines are available on our website as part of our Environmental Policy Framework and are periodically reviewed and updated based on emerging best practices, regulatory changes and engagement with stakeholders. | |
| ∎ | | We have also developed cross-sector guidelines that apply to all our businesses. These guidelines help keep our teams up-to-date on the environmental and social issues that can affect our clients and the communities in which they operate. For example, as further detailed in our Environmental Policy Framework: | |
| » | | Indigenous Peoples: We recognize that the identities and cultures of indigenous peoples are inextricably linked to the lands on which they live and the natural resources on which they depend. For transactions where the use of proceeds may have the potential to directly impact indigenous peoples, we expect our clients to demonstrate alignment with the objectives and requirements of IFC Performance Standard 7 on Indigenous Peoples, including free, prior and informed consent. | |
| » | | Stakeholder Engagement and Resettlement: For certain transactions where there could be material effects on local communities, we expect our clients to demonstrate an appropriate stakeholder engagement process. In cases where there is large-scale resettlement, we will closely evaluate the stakeholder engagement process and, if appropriate, work with the company to improve aspects such as compensation measures and/or community engagement. | |
| | | | | 86 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ITEMS 4-12. SHAREHOLDER PROPOSALS | » | | Critical Natural Habitats and UNESCO World Heritage Sites: We will not finance any projects or initiate loans where the specified use of proceeds would significantly convert or degrade a critical natural habitat. We also recognize the significance of cultural and natural heritage and will not knowingly finance extractive projects, commercial logging or other environmentally sensitive projects in prescribed UNESCO World Heritage sites. Furthermore, we will not finance projects that contravene any relevant international environmental agreement that has been enacted into the law of, or otherwise has the force of law in, the country in which the project is located. |
| ∎ | | We have also undertaken, and will continue, a rigorous process to help ensure full analysis and vetting of information to comply beginning in 2025 with new disclosure requirements pursuant to the EU Corporate Sustainability Reporting Directive, which may ultimately incorporate aspects of the proponent’s requested assessment. |
For more information on our sustainability efforts, see Spotlight on Sustainability. Item 8. Shareholder Proposal Regarding a Report Disclosure of Clean Energy Supply Financing Ratio The New York City Comptroller, Municipal Building, One Centre Street, 8th Floor North, New York, New York 10007, on behalf of The New York City Employees’ Retirement System, The New York City Teachers’ Retirement System, and the New York City Police Pension Fund, each a beneficial owner of at least $25,000 in market value of the company’s Common Stock for at least one year, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting. Clean Energy Supply Financing Ratio Resolved Shareholders request that Goldman Sachs Group, Inc. (“Goldman”) disclose annually its Clean Energy Supply Financing Ratio (“Ratio”), defined as its total financing through equity and debt underwriting, and project finance, in low-carbon energy supply relative to that in fossil-fuel energy supply. The disclosure, prepared at reasonable expense and excluding confidential information, shall describe Goldman’s methodology, including what it classifies as “low carbon” or “fossil fuel.” Supporting Statement The Intergovernmental Panel on Climate Change (“IPCC”) has advised that greenhouse gas emissions must be halved by 2030 and reach net zero by 2050. According to the International Energy Agency (“IEA”), this requires rapid transition away from fossil fuels and a tripling in global annual clean energy investment by 2030.1 Banks aligning their activities with their own climate goals are better prepared to manage the risks, including legal, reputational and financial risks, associated with the global energy transition. Furthermore, they can capitalize on profitable opportunities in clean energy and position themselves as leaders in a rapidly changing market. Since 2022, banks have reportedly earned more in lending and underwriting fees from clean energy projects than from oil, gas, and coal companies.2 Goldman has committed to aligning its financing activities with a net zero 2050 pathway and deploying $750 billion across its financing, investment and advisory activities by 2030 to help clients accelerate the climate transition and advance inclusive growth.”3 While these commitments may appear significant, investors need more information to assess Goldman’s relative financing of fossil fuels, which totaled approximately $143 billion since 2016, ranking it one of fossil fuels’ largest financers.4 According to BloombergNEF’s recent report, Financing the Transition: Energy Supply Investment and Bank Financing Activity (“BloombergNEF Report”),5 the pace at which low-carbon energy supply is scaled up will dictate the rate | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 87 |
ITEMS 4-12. SHAREHOLDER PROPOSALS at which fossil fuels are phased down. Synthesizing the seven most frequently referenced 1.5C – aligned pathways (IEA; Network for Greening the Financial System; IPCC), it concluded that, to achieve net zero emissions by 2050, the Ratio must reach a minimum of 4:1 by 2030, rise to 6:1 in the 2030s and 10:1 thereafter. Clean-energy-to-fossil-fuel financing ratios have emerged as a key metric for assessing progress in financing the clean energy transition. The IEA tracks one,6 and they have been recognized by the leading bank climate alliances in which Goldman participates, including the Glasgow Financial Alliance for Net Zero and the Net Zero Banking Alliance, which advised that comparable indicators for “reporting requirements could include …a transition finance ratio.”7 At management’s discretion, we recommend Goldman: | ∎ | | Set timebound Ratio targets aligned with its net zero commitment. |
| ∎ | | Consult BloombergNEF Report when setting Ratio targets and defining “low carbon” and “fossil fuel” financing. |
| ∎ | | Work to establish standardized industrywide methodologies. |
| ∎ | | Include lending in its ratio if methodologically sound. |
We urge shareholders to vote FOR the proposal. | 1 | https://www.iea.org/reports/net-zero-by-2050 |
| 2 | https://www.bloomberg.com/news/artcles/2023-10-18/green-fees-overtake-fossil-fuels-for-second-straight-year |
| 3 | Goldman Sachs Update on Our 2030 Sustainable Finance Commitment; report.pdf (goldmansachs.com) |
| 4 | https://www.bankingonclimatechaos.org/#sector-panel |
| 5 | https://assets.bbhub.io/professional/sites/24/BNEF-Bank-Financing-Report-Summary-2023.pdf |
| 6 | https://www.iea.org/reports/world-energy-investment-2023/overview-and-key-findings |
| 7 | https://www.unepfi.org/wordpress/wp-content/uploads/2022/10/NZBA-Transition-Finance-Guide.pdf |
| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Our directors take very seriouslyWe believe the greatest contribution that we as a financial institution can make on climate issues is to help our clients achieve their fiduciary obligation to actsustainability goals. To this end, over the past two decades we have made a number of commitments commensurate with our role in the best interestsglobal economy to help address the impacts of climate change and accelerate the transition to a low-carbon economy.
Clean energy financing is incorporated into our firmstrategic $750 billion sustainable financing, investing and our shareholders.advisory activity target. In exercising their fiduciary duties, our independent directors believe it is importantaddition, we expect that the regulatory standards related to retainclimate risk and the flexibilityclimate transition will continue to determineevolve across jurisdictions, particularly in the leadership structurecoming years, which will necessitate further consideration of these issues and a variety of new disclosures. In light of this – including that we will best serve our Board’s and our shareholders’ interests at any given time. We are committedbe publishing a “Green Asset Ratio” later this year to independent leadership on our Board. In fact, our policies require that if at any time our Chair is not independent, we must have an independent Lead Director.
Furthermore, as we have repeatedly disclosed, our Board will not hesitate to appoint an independent Chair if at any time our Governance Committee concludes it would be appropriate to do so.comply with the European Banking Authority’s new disclosure requirements Accordingly, and taking into account that a similar proposal at our 2022 Annual Meeting was supported by only approximately 16% of the votes cast at that meeting,– we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
| | ∎ | | Pursuant to our Corporate Governance Guidelines, our independent Governance Committee assesses and deliberates the merits of our leadership structure to help ensureWe expect that the most efficientregulatory standards related to climate risk and appropriate structure isthe climate transition will continue to evolve across jurisdictions. For instance, as a regulated financial institution with significant operations in place; it has done so annually since 2011.the European Union (EU), we will be disclosing a significant amount of new sustainability and climate-related data over the next year at the firmwide level.
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| | » | | This annual review process provides our Board withBeginning this year, we are required to disclose a Green Asset Ratio, which has been established by European regulatory authorities as a key performance indicator for measuring the necessary flexibilityproportion of EU Taxonomy-aligned on-balance-sheet exposure in relation to make the appropriate determination about how our Board’s leadership should be structured most effectively for our firm’s needs, which may evolve over time. This annual review process also exists within the broader context of our Board’s ongoing, year-round review of its composition and effectiveness.total assets.
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| | » | | AsWe have also undertaken, and will continue, a resultrigorous process to help ensure full analysis and vetting of its most recent review,information to comply with new disclosure requirements beginning in December 20222025 pursuant to the EU Corporate Sustainability Reporting Directive, which may ultimately incorporate metrics related to the proponent’s requested “clean-energy-to-fossil-fuel financing ratio”,
but we cannot prudently commit to the disclosure of new climate metrics related to our Governance Committee determined that continuing to combine the rolesfinancing activities in this time of Chair and CEO, together with maintaining a strong independent Lead Director, is the most effective leadership structure for our firm at this time.significant regulatory developments.
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| | | | | 88 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ITEMS 4-12. SHAREHOLDER PROPOSALS | ∎ | | Furthermore, we have already set financing portfolio carbon intensity targets that cover the relevant sectors (power and energy) where the achievement of said targets is in large part predicated on increasing low carbon technology financing on a relative
basis in support of clients that are developing these projects and technologies. |
| | ∎ | | This robust process includesUltimately, we believe that calculating and disclosing the proponent’s requested “clean-energy-to-fossil-fuel financing ratio” – a review of:version of which is already available through other sources, as the proponent notes – will be of limited long-term
incremental value. The proponent’s requested ratio may not align with these anticipated regulatory developments in terms of calculation methodology or otherwise, which in turn could create confusion among investors and other stakeholders and become overly burdensome and unnecessary to calculate if we are required to publish the proponent’s requested ratio alongside new regulatory disclosures.
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For more information on our sustainability efforts, see Spotlight on Sustainability. Item 9. Shareholder Proposal Regarding a GSAM Proxy Voting Review The Presbyterian Church (U.S.A.), through the Board of Pensions of the Presbyterian Church U.S.A., 100 Witherspoon Street, Louisville, Kentucky 40202, together with a co-filer, Portico Benefit Services, each beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, are the proponents of the following shareholder proposal. The proponents have advised us that a representative will present the proposal and related supporting statement at our Annual Meeting. Goldman Sachs Asset Management (GSAM) is a respected global financial services leader providing multiple investment options for clients addressing environmental, social and governance (ESG) topics. GSAM understands the materiality of climate risk and its negative impact on companies and the economy, however our voting record on climate-related proposals has dropped dramatically putting us far behind many other investment firms. According to Share Action’s 2022 ranking of the top 68 managers1 voting record on 252 shareholder proposals, GSAM ranked 59th of 68 asset managers assessed, supporting only 35% of overall proposals, and only 56% of environmental resolutions. And in 2023 GSAM votes declined further on climate and racial justice resolutions, for example voting for only 4 climate resolutions out of 65 (according to NPX filings of S&P 500 companies provided by Diligent). This proxy voting record seems inconsistent with GSAM’s membership in several investing initiatives: | | »∎ | Chair-CEO and Lead Director responsibilities (described below);
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| » | Our policiesThe Principles for Responsible Investment, a global investor network representing more than $120 trillion in assets urges investors to vote on ESG issues and practices, which ensure strong, independent Board oversight, as well as feedback received in connection with our Board, Committee and individual director evaluation process;“prioritize addressing systemic sustainability issues”2.
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| » | Shareholder feedback and voting results regarding board leadership;
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| | –∎ | For example, in connection with our year-round shareholder engagement, we have generally received positive feedback regarding our Board leadership structure, with certain shareholders viewing Goldman Sachs as a leader among companies with a combined Chair-CEO, given the strength of our Lead Director role and our Board’s annual leadership structure review; and
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| » | Performance and global trends regarding board leadership structure.Climate Action 100+, an investor initiative urging the world’s largest greenhouse gas emitters to reduce emissions consistent with the Paris Agreement, flags votes for its members; Goldman lagged peers, voting for only 3 of 20 flagged proposals3.
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When voting GSAM looks primarily at near-term risk created for a specific company. Such an approach is shortsighted and fails to acknowledge a multitude of physical and transition-related risks. | – | For example, there is no clear, empirical evidence that a combined Chair-CEO negatively affects company performance or impairs the efficacy of independent directors. Independent chairs also remain a minority practice among S&P 500 companies.
In addition, proxy voting that appears to ignore the full scope of climate risks creates reputational and business risk for the company, especially with global clients committed to ESG and concerned about the broader economic impact of climate change. Similarly, we believe diversity issues are of material importance to companies and investors. For years Goldman Sachs has affirmed its commitment to diversity. But the proxy voting record on diversity and inclusion issues did not reflect GSAM’s stated positions on diversity, another concerning misalignment. We further believe it is GSAM’s fiduciary responsibility to consider the impacts of climate and diversity risks on both portfolio companies and portfolios as a whole and vote accordingly. Thus, we request this special review. | |
| | | | | | | 82 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 89
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ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS Resolved: Shareowners request that the Board of Directors initiate a review of both Goldman Sachs Asset Management’s 2023 proxy voting record and proxy voting policies related to diversity and climate change, prepared at reasonable cost, omitting proprietary information. Supporting statement: Proponents suggest the review include the following among other topics: | ∎ | | Any misalignment of the company’s policy and voting record with the goals of the Paris Agreement, industry initiatives of which Goldman Sachs is part and its own stated policies. |
| ∎ | | A comparison with the voting record of other major investment firms and mutual funds |
| ∎ | | Recommendations for strengthening voting guidelines on climate-related issues. |
| 1 | https://shareaction.org/reports/voting-matters-2022. |
| 2 | https://www.unpri.org/download?ac=13269 |
| 3 | https://www.climateaction100.org/approach/proxy-season/ |
| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Goldman Sachs is committed to sustainability, including climate transition and inclusive growth, as well as advancing diversity, equity and inclusion, and we have a myriad of policies, practices and disclosures on an enterprise-wide basis in support of these commitments. However, it is important to note that this proposal attempts to link the responsibilities of our Board to the separate voting practices that Goldman Sachs Asset Management (GSAM) exercises on behalf of its clients. As further discussed below, GSAM owes fiduciary duties to its clients that are separate and distinct from the fiduciary duties our Board owes to our shareholders. We believe that this proposal conflates the Board’s oversight responsibilities with GSAM’s fiduciary obligations to its clients. GSAM is a registered investment adviser that owes fiduciary duties to its clients, which requires that GSAM act in the best interests of its clients. As a fiduciary, GSAM, within its public markets investment business, is committed to promoting and exercising effective stewardship among the companies represented in the portfolios GSAM manages on behalf of its clients. GSAM exercises its shareholder rights via proxy voting, engages with company management and participates in various conferences and industry forums with a focus on promoting long-term shareholder value for its clients. GSAM provides public reporting and disclosures on its website (www.gsam.com) regarding its stewardship approach, including through an annual Stewardship Report, which contains information on the development of GSAM’s proxy voting policy and voting outcomes. As a result, we believe that the adoption of this proposal impedes GSAM’s fiduciary responsibilities, is unnecessary and is not in the best interests of our firm or our shareholders. | | ∎ | | Our Board leadership structureExercising client shareholder rights via proxy voting is enhanced byan important element of the independent leadership provided by our active Lead Director, whose robust role (which has been enhanced over time as a result of shareholder engagement) helps ensurepublic equity portfolio management service GSAM provides to its advisory clients that the perspectives of our independent directors are strongly representedhave authorized GSAM to address such matters on our Board. Key elements of our Lead Director role include:their behalf.
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| » | Setting and approving the agenda for Board meetings and leading executive sessions;
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| » | Focusing on Board effectiveness, composition and evaluations (including of our CEO and our Board, committees and individual directors);
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| » | Serving as liaison between independent directors, on the one hand, and our Chair-CEO and management on the other; and
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| » | Serving as primary Board contact for corporate governance engagement with shareholders and other stakeholders as well as for engagement with regulators.
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| | –» | | For example, during 2022,GSAM has fiduciary responsibilities under applicable law and is ultimately responsible for voting shares in portfolio companies in the best interests of its advisory clients, which may or may not have the same interests as our Lead Director had over 65 additional meetings, callsshareholders.
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| » | | To assist GSAM in exercising this critical responsibility for public equities, GSAM has developed a customized Global Proxy Voting Policy (the GSAM Voting Policy, available on GSAM’s website at (www.gsam.com)). The GSAM Voting Policy includes customized voting guidelines developed by GSAM’s public portfolio management teams and engagements withGlobal Stewardship Team that embody the firmpositions and its people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 20% of Common Stock outstanding.factors GSAM generally considers important in casting proxy votes. |
| | | | | 90 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ITEMS 4-12. SHAREHOLDER PROPOSALS | » | | GSAM also established the Asset Management Public Markets Business Proxy Voting Council (the Council) to oversee
GSAM’s proxy voting responsibilities. The Council is comprised of stakeholders from the Global Stewardship Team, public equity investment teams, divisional management, Legal and Compliance and is responsible for bringing key stakeholders together annually to review and recommend potential changes to the GSAM Voting Policy and, on an ad hoc basis, discuss any potential changes to the voting process and convene on voting topics that may arise during the year. |
| | ∎ | | A combined Chair-CEO structureGSAM recognizes the effect environmental, social and governance factors can have on investment performance, and it provides our firmpublic disclosure, both on its website and through its filings with a senior leader who serves as a primary liaison between our Boardthe SEC, regarding its stewardship approach, including the development of its voting policy and management and as a primary public face of our firm.voting outcomes.
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| » | | With respect to company proxies voted in accordance with the GSAM Voting Policy, GSAM discloses voting results on its website on a quarterly basis. |
| » | | With respect to GSAM-managed U.S. registered mutual funds, GSAM also discloses voting results in a filing with the SEC and on its website on an annual basis. |
| » | | GSAM publishes an annual Stewardship Report on its website that outlines the efforts of the Global Stewardship Team,
which focuses on proxy voting and proactive, outcomes-based engagement initiatives to promote best practices and drive positive change. |
| » | | GSAM can provide clients with portfolio-specific proxy voting and engagement reporting on a quarterly, semi-annual or
annual basis, upon request. GSAM has the ability to automate and customize these reports and welcomes the opportunity to discuss the content and frequency of these reports with its clients subject to their needs. |
| » | | In certain cases, clients also have the ability to conduct their own voting or develop customized voting policies specific to
their investment needs or goals. |
| | ∎ | | Furthermore, combining the roles of CEO and Chair at our firm has been effective in promulgating strong and effective leadershipAs a result of the firm, particularlyfiduciary duties GSAM owes to its clients, we believe that GSAM is best suited to determine the manner in times of economic challengewhich it votes proxies and regulatory change affecting our industry. It is also important during this phase of our strategic journey, including the implementation of our strategic realignment, integration of recent acquisitions, execution of our strategic plansthat continued adherence to its disclosed voting and investment for long-term growth.policies best serves the interests of its advisory clients and, therefore, our shareholders.
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| ∎ | | Independent Board oversight is further enhanced by our independent committee chairs, the independence of our Board as a whole and the governance policies and practices in place at our firm.
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| » | Each of our independent directors is committed to actively and effectively overseeing the management of our firm and protecting shareholder interests.
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| » | Our independent directors meet often in executive session, during which they discuss topics such as Chair-CEO performance and compensation, succession planning, Board evaluation and the firm’s strategy.
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| » | Our governance structure establishes strong protections of shareholder rights.
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| – | For example, we have majority voting for uncontested director elections, annual election of all directors, no poison pill, a shareholder right to call special meetings, a shareholder right of proxy access and no supermajority vote requirements in our by-laws or charter.
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For more information, see Corporate Governance, including the section Structure of our Board and Governance Practices—Board Leadership Structure.
Item 7.10. Shareholder Proposal Regarding Chinese Congruency of Certain ETFsa Report on Financial Statement Assumptions Regarding Climate Change The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Suite 700, Washington, D.C. 20036, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting. Chinese Congruency ProposalFINANCIAL STATEMENT ASSUMPTIONS AND CLIMATE CHANGE
Resolved: WHEREAS:Shareholders request Many policymakers, investors and companies have converged on goals including the need to limit global temperature increase to 1.5° C and to reach net zero global greenhouse gas (GHG) emissions by 2050.
The International Energy Agency’s (IEA) Net Zero 2050 Roadmap (NZE) offers a normative, not scientific, energy sector path for net zero GHG emissions. The IEA urges no investment in new fossil supply projects to achieve net zero: “As a share of total energy supply, [fossil fuels] fall from 80% in 2020 to just over 20% in 2050.”1 In line with such assumptions, the Company has a goal to achieve net zero carbon emissions in its operations and supply chain by 2030,2 and has announced that it would “target $750 billion in financing, investing, and advisory activity to nine areas focused on these two priorities….”3 As of March 2021, the BoardCompany had already reached “$156 billion of Directors commission[its] total, including $93 billion dedicated to climate transition.”4 The Company has also made clear its commitment to the Paris Agreement and publishhas “align[ed] [its] financing activities with a third-party review within the next year (at reasonable cost, omitting proprietary information) of whether the Company’s China-focused ETFs align with its commitments, including its Statement on Human Rights and its Statement on Modern Slavery and Human Trafficking. The Board of Directors should report on how it addresses the risks presentednet zero by any misaligned funds and the Company’s plans, if any, to mitigate these risks, such as detailing its plans to shift these investments to less problematic companies or regimes.2050 pathway.” | | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
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ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS Supporting Statement: The Company’s 2021 Sustainability Report touts its socially responsible goals
These investment decisions presume the normative IEA NZE is possible and achievements.1 In doing so,is based on true assumptions, but it advertises Company’s policies and practices that it says prioritize its commitmentis unclear what, if any, analysis Goldman Sachs has done to human rights and preventing modern slavery and human trafficking.2protect company assets should NZE prove unsound. But nothing about supporting business in China, which is controlledA 2023 study by the dictatorialEnergy Policy Research Foundation (EPRF) found that net zero advocates have misconstrued the IEA’s position on new oil and inhumane Chinese Communist Party (CCP), does anything to further these ideals.
The Chinesegas investment, and that the IEA has made questionable assumptions and milestones for NZE about government has an abhorrent human rights record, as witnessed by its abuses against the Uyghurspolicies, energy and other ethnic minorities in Xinjiang, including forced labor programs, forced sterilizations,carbon prices, behavioral changes, economic growth, and torture.3 Chinese authorities perpetrate genocide and use emerging technologies to carry out discriminatory surveillance and ethno-racial profiling measures designed to subjugate and exploit minority populations.4
This poor human rights record makes China’s increasingly aggressive stance toward Taiwan even more alarming, as it makes claims of sovereignty over the island. It has recently sent warplanes towards the territory’s air defense zone, and has called for Taiwan’s “reunification” with China, stoking fears and geopolitical instability.technology maturity.5
The Company nonetheless conducts a significant amount of businessEPRF study found, “Oil and gas play irreplaceable roles in China, investing in companies through the Goldman Sachs ActiveBeta Emerging Markets Equity ETF (GEM). GEM, which has hundreds of millions of assets under management, effectively funds the CCP’s oppressive military companies. These include companies such as the China National Nuclear Corporation (CNNC),modern civilization that are not reproducible with low- carbon alternatives. The attempt to substitute them with inferior, less efficient, energy sources will have enormous micro- and macroeconomic consequences and profound geopolitical implications.”6 which oversees NZE advocates speak in terms of fossil fuels as stranded assets, but no consideration has been given to whether the CCP’s nuclear weapons program,true stranded assets might be the assets spent on expensive renewable energy options based on faulty assumptions. Should the EPRF’s study prove true, our Company stands to lose its renewable energy investments, plus the costs of reverting back to reliable energy sources. Additionally, it appears that most countries are not really going to outlaw reliable and Dongfeng Motor Group,affordable energy, further making current net-zero stranded-asset theory non-sensical.7 which builds tactical vehicles for the People’s Liberation Army. The CNNC was even designated by the Pentagon at one point as a Communist Chinese military company, in accordance with its obligations under the National Defense Authorization Act to highlight the CCP’s military-civil fusion strategy.8 Goldman Sachs invests in these CCP driven companies despite the Chinese regime committing genocide against ethnic minorities and threatening military action against the government of Taiwan – actions that run counter to everythingRESOLVED: Shareholders request that the Company’s sustainability and other reports saysBoard seek an audited report assessing how applying the company stands for. As such, it is critical that the Board commission and publish a third-party review that includes experts who are fully awarefindings of the dangers that China posesEnergy Policy Research Foundation and similar studies would affect the assumptions, costs,
estimates, and valuations underlying its financial statements, including those related to long-term commodity and carbon prices, remaining asset lives, future asset retirement obligations, capital expenditures and impairments. The Board should obtain and ensure that Goldman Sachs’ actions as a company live up to its words.publication of the report by February 2025, at reasonable cost and omitting proprietary information. (1)1 | https://www.goldmansachs.com/a/2021-sustainability-report.pdfiea.blob.core.windows.net/assets/deebef5d-0c34-4539-9d0c-10b13d840027/NetZeroby2050-ARoadmapfortheGlobalEnergySector_CORR/pdf |
(2)2 | https://www.goldmansachs.com/a/2021-sustainability-report.pdf; https://www.goldmansachs.com/investorrelations/corporate-governance/ corporate-governance-documents/human-rights-statement.pdf; https://www.goldmansachs.com/investor-relations/corporate-governance/ sustainability-reporting/state-on-modernslavery-and-human-trafficking.htmlour-commitments/sustainability/sustainable-finance/our-operational-impact/ |
(3)3 | https://www.state.gov/forced-labor-in-chinas-xinjiang-region/; https://www.bbc.com/news/world-asia-china-59595952; https://www.state. gov/wp-content/uploads/2022/07/Forced-Labor-The-Hidden-Cost-of-Chinas-Belt-and-Road-Initiative.pdfwww.goldmansachs.com/media-relations/press-releases/2021/announcement-04-mar-2021.html |
(4)4 | https://www.state.gov/wp-content/uploads/2022/08/22-00757-TIP-REPORT_072822-inaccessible.pdfwww.goldmansachs.com/media-relations/press-releases/2021/announcement-04-mar-2021.html |
(5)5 | https://www.foxnews.com/politics/chinese-aggression-taiwan-testing-us-resolve-afghanistan-withdrawal-experts; https://www.npr. org/2021/10/09/1044714406/xi-jinping-china-taiwan-peaceful-reunification; https://abcnews.go.com/International/wireStory/taiwans-tsa i-backing-chinese-aggression-92041196assets.realclear.com/files/2023/06/2205_a_critical_assessment_of_the_ieas_net_zero_scenario_esg_and_the_cessation_of_investment_in_new_ oil_and_gas_fields.pdf |
(6)6 | https://en.cnnc.com.cn/assets.realclear.com/files/2023/06/2205_a_critical_assessment_of_the_ieas_net_zero_scenario_esg_and_the_cessation_of_investment_in_new_ oil_and_gas_fields.pdf |
(7)7 | https://www.reuters.com/sustainability/resistance-green-policies-around-europe-2023-08-10/; https://edition.cnn.com/2023/07/19/china/china-xi-carbon-climate-kerry-intl-hnk/index.html |
| https://www.scmp.com/energy.economictimes.indiatimes.com/news/china/military/article/3143815/chinas-new-road-assault-vehicles-go-massproduction; http://www.chinadaily. com.cn/cndy/2015-09/25/content_21976945.htmrenewable/indias-ambitious-2070-zero-emission-target-needs-10-trillion-investment/96512902; |
| (8)https://www.defense.gov/News/Releases/Release/Article/2434513/dod-releases-list-of-additional-companies-inaccordance-with-section-1237-of-fy/;https://media.defense.gov/2020/Aug/28/2002486659/-1/1/1/LINK_2_1237_TRANCHE_1_QUALIFIYING_ENTITIES.PDF;https://2017-2021.state.gov/communistchinese-military-companies-listed-under-e-o-13959-have-more-than-1100-subsidiaries/index.html
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| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. As aWe are committed to supporting our clients with their climate transition strategies. We have long recognized the scale and complexity of the global financial institution,climate transition, and we recognize and take seriouslyhave been transparent about the challenges – for example, with respect to data – that have impacted our responsibility to help protect, preserve and promote human rights around the world. While national governments bear the primary responsibility for ensuring human rights, we believe that the private sector can and should play a role in championing these fundamental rights.
climate-related reporting. To this end, we have also developed a number of policiesstrategic framework for addressing the risks posed by climate change on our businesses and proceduresoperations, which is further discussed below and in place, including with respect to exchange-traded funds (ETFs). Importantly, our ETFs and other products comply with sanctions, and we have a process in place to monitor for compliance with such sanctions.2023 TCFD report. | | | | | 84 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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ITEMS 5-12. SHAREHOLDER PROPOSALS
As a result, in light of our current disclosures and client-centric approach to managing climate-related risk and opportunities, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders. | | ∎ | | Climate-related risk and considerations are part of our broad risk-oversight and governance structure, including across our Board, senior management, and other business and functional groups. We are committed to providing a diverse suite of products that respond to client and investor demand. For example, we provide focused on managing a broad rangespectrum of ETFs focused on different asset classes, which include establishedfinancial and emerging markets around the globe. Our clients and other investors are then able to allocate their investments in accordance with their own goals, preferences andnonfinancial risk tolerance. | |
| »across our business, including climate-related risks. | For example, the Goldman Sachs ActiveBeta Emerging Markets Equity ETF referenced in the proposal is developed based on an index specifically aimed at companies in emerging markets. This is a publicly traded investment fund that does not represent a principal investment by Goldman Sachs in any of the underlying companies included in the index.
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| | ∎ | | In connection with offeringWe have developed a strategic framework for addressing the risks posed by climate change on our products generally, we evaluate compliance with applicable lawsbusinesses and regulations, including with respect to global sanctions, as well as evaluateoperations. These risks are incorporated into our firmwide risk taxonomy, which recognizes that climate-related risks may materialize through other risk categories (e.g., Credit and monitor for violators of so-called “global norms,” which norms include the UN Global Compact, OECD Guidelines for Multinational EnterprisesMarket Risk, Liquidity and UN Guiding Principles on BusinessFunding Risk and Human Rights, and for companies that may be identified as applying poor governance practices.Operational Risk).
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| ∎ | | In addition, as a result of our processes and reviews, we may take a variety of stewardship actions, including engagement and voting actions, and employ ongoing monitoring, in particular with respect to developing or changing situations.
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Finally, as it goes to a key premise of the proposal, we confirm that none of our ETFs or other products hold any securities in China National Nuclear Corporation, a U.S.-sanctioned entity, which was incorrectly cited by the proponent as an entity of concern in which the firm through the ETF had invested.
Item 8. Shareholder Proposal Regarding a Racial Equity Audit
The Service Employees International Union Master Trust, 1800 Massachusetts Ave. NW, Suite 301, Washington, D.C. 20036, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
RESOLVED that shareholders of Goldman Sachs Group, Inc. (“Goldman”) urge the Board of Directors to oversee an independent racial equity audit analyzing Goldman’s adverse impacts on nonwhite stakeholders and communities of color and the steps Goldman plans to take to mitigate such impacts. Input from civil rights organizations, employees, and customers should be considered in determining the specific matters to be analyzed. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on Goldman’s website.
SUPPORTING STATEMENT
High-profile police killings of black people have galvanized the movement for racial justice. That movement, together with the disproportionate impacts of the pandemic, have focused the attention of the media, the public and policy makers on systemic racism, racialized violence and racial inequities.
Goldman touts its $10 million Fund for Racial Equity “to support the vital work of leading organizations addressing racial injustice, structural inequity and economic disparity” and the $17 million it “deployed” to “organizations supporting [COVID-19] relief efforts in communities of color.”1 But Goldman’s own diversity and inclusion record is subpar. According to its EEO-1 report, while Black workers make up 7.4% of Goldman’s U.S. workforce; only 2.9% of senior managers and 3.1% of lower level managers are Black; the proportion of Black senior managers declined between the 2020 and 2021 People Strategy Reports.2 A viral June 2020 email from a Black managing director stated: “[W]hile our firm expresses a commitment to equality and social justice up top, [junior colleagues] don’t necessarily see commitment and support from their direct managers.”3
Goldman’s proxy voting is misaligned with its stated commitment to racial equity. Of 14 large asset managers whose 2022 proxy voting records were analyzed by Majority Action, Goldman opposed more racial equity audit proposals than any manager besides Vanguard.
| | | | | | 92 | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSGoldman Sachs | GOLDMAN SACHSProxy Statement for the 2024 Annual Meeting of Shareholders | | | 85
ITEMS 5-12. SHAREHOLDER PROPOSALS Goldman underwrites municipal bonds whose proceeds pay police brutality settlements. Goldman was lead underwriter for a 2017 Chicago offering that allocated $225 million for settlements and judgments and a 2020 refunding bond intended to “plug[] a huge hole” in the Chicago budget,4 including a $90 million increase in the amount appropriated for settlements and judgments.5 One report characterized these bonds as “a transfer of wealth from over-policed communities of color to Wall Street and wealthy investors.”6
Goldman’s philanthropy fund has donated to the Los Angeles, New York City, Houston and other police foundations,7 and Goldman Sachs Asset Management co-chaired the New York City police foundation’s 2019 annual gala.8 Police foundations buy equipment for police departments, including surveillance technology that has been used to target communities of color and nonviolent protestors.
We urge Goldman to assess its behavior through a racial equity lens to identify how it contributes to systemic racism, and how it could begin to help dismantle it.
| (1) | https://www.goldmansachs.com/citizenship/fund-for-racial-equity/index.html
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| (2) | https://www.goldmansachs.com/our-commitments/sustainability/2021-people-strategyreport/multimedia/report.pdf, at 45.
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| (3) | https://www.reuters.com/article/us-usa-goldman-sachs-race/goldman-sachs-executives-emailmaking-plea-for-racial-equality-goes-viral-at-firm-idUSKBN23C086
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| (4) | https://financialpost.com/pmn/business-pmn/chicago-eyes-bigger-budget-savings-from-upsized-bond-refunding
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| (5) | https://emma.msrb.org/ES1338805-ES1044119-ES1447851.pdf, at 6.
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| (6) | http://nathancummings.org/wp-content/uploads/PoliceBrutalityBonds-Jun2018-1.pdf, at 7.
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| (7) | https://policefoundations.org/wp-content/uploads/2021/10/Police-Report-2021_10_05_FINALV3.pdf, at 33.I
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| (8) | https://www.institutionalinvestor.com/article/b1m0xjc8wmn3mf/Color-of-Change-Calls-on-Larry-Fink-to-Stop-Supporting-NYC-Police-Foundation
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| | Directors’ Recommendation
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
We share the proponent’s focus on advancing racial equity. Bringing diverse people, perspectives and abilities to Goldman Sachs is imperative for our organization to best serve our stakeholders, and we regularly engage with our Board on this issue.
We have long been committed to promoting inclusion, diversity and equity within our own firm, throughout our industry and in the communities in which we live and work. Our efforts to bridge gaps in inequality are ongoing. As a firm focused on sustainable and inclusive growth, we are channeling the power of capital to drive economic prosperity for more people, and we continue to partner with our clients to find commercial solutions that can make a positive impact on the social and civic challenges in our communities. We also believe that diversity is core to our ability to serve our clients well and to maximize returns for our shareholders, and we have set forth aspirational diversity goals to help enhance diversity in our organization.
Over the past several years, we have continued to strengthen our established racial equity-related initiatives and taken actions to encourage open dialogue, assess our shortcomings and enhance our diversity and inclusion efforts to help create lasting change both at our firm and within our communities.
In particular, in 2022 we engaged the law firm Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale), which has expertise in conducting racial equity audits and other assessments of civil rights impact for clients in financial services and other industries, to examine and report on the effectiveness of several initiatives, as described below. In light of the actions we have taken and our continued commitment to these important issues, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
| ∎ | | We have long focused on providing access to capital and resources to minority-owned small businesses and other underserved communities through our commercial and philanthropic activity. Key examples of these efforts include One Million Black Women (OMBW), the Fund for Racial Equity and our 10,000 Small Businesses (10KSB) program.
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| » | Importantly, we engaged WilmerHale to conduct an audit of these initiatives to assess their effectiveness and impact on external stakeholders and communities of color.
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| | | | | 86 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS
| | » | | WilmerHale’s work tookWe categorize climate risk into account input from both internalphysical risk and external stakeholders regardingtransition risk. Physical risk is the design, implementationrisk that asset values may change as a result of changes in the climate, while transition risk is the risk that asset values may change because of changes in climate policies or changes in the underlying economy as it decarbonizes. We have developed methodologies to assess risks, which serve as fundamental elements for quantifying and impact ofintegrating climate risk into relevant risk management processes across the initiatives. To this end, in addition to reviewing relevant documents and data, WilmerHale conducted over 50 interviews with Goldman Sachs employees, external partners and consultants, and participants and/or representatives of funding recipients across all three initiatives.firm.
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| | » | | More information about this audit has been made available concurrently with this Proxy Statement atIn addition, we www.gs.com/corpgovstudy a variety of climate-change related scenarios. to further inform our risk management processes and support our clients’ climate-related objectives.
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| | ∎ | | WeWhile our firm is focused on managing climate-related risk, we also aim to capture climate-related opportunities. Our approach to these opportunities, which are committedsubject to channelingsimilar business selection, due diligence and risk-return analysis as other commercial opportunities, is aligned with the foundational levers of our capabilities in furtherance of sustainableSustainable Finance Strategy, including our work with clients and inclusive growth. For example, in addition to the initiatives and commitments reviewed in the recent audit:how we manage our firm.
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| | » | | InWorking with Clients: Our sustainability strategy is centered on how we can help our business:clients achieve their sustainability objectives. We have developed and continue to refine our firmwide One Goldman Sachs commercial model that leverages the full depth and breadth of our franchise, with the goal of bringing the best of Goldman Sachs and our sustainable finance capabilities to our clients.
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| | –» | | Launch With GS Managing Our Firmis: We promote an inclusive workforce, providing our $1 billion investment strategy grounded inpeople with the tools, resources and support they need to serve our data-driven thesis that diverse teams drive strong returns. Through Launch With GS,clients. Our people actively protect the value of our firm, taking care to manage our own global footprint. By extending our commitments and tending to our supply chain, we aimstrive to increase accesslead through action to capital and facilitate connections for women, Black, Latinx and other diverse entrepreneurs and investors;advance sustainable business outcomes over the long term.
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| – | As part of our $750 billion commitment to sustainable finance, we are supporting underserved populations by leveraging our capabilities to improve access and affordability. Inclusive growth supports communities by drawing on innovative finance and partnerships to mitigate unequal access and affordability among underserved populations; and
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| – | Urban Investment Group is our domestic multi-asset class investing and lending business that commits over $3 billion annually to close the opportunity gap for underserved people through real estate projects and lending facilities for small businesses. Over 75% of UIG’s real estate investing is in minority communities.
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| – | A diverse and inclusive employee base allows us to develop better ideas, respond to the needs of our clients and ensure that our people can work at their maximum potential. Over the years, the firm’s efforts have evolved from raising broader awareness and delivering an array of programs to a more deliberate, data-driven and targeted approach. We have made good progress, but we have more work to do;
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| – | To drive progress for our firm towards our aspirational goals, we have a range of initiatives in place to increase diverse representation at all levels and foster inclusion, including recruiting efforts to engage with a broader range of candidates, programs designed to help our people contribute to an inclusive environment and programs focused on retention, such as our Black Analyst & Associate Initiative, the Hispanic/Latinx Analyst Initiative, the Women’s Career Strategies Initiative and the Vice President Sponsorship Initiative. To this end, our annual People Strategy Report provides EEO-1 data for our U.S. employees and updates on our progress towards these aspirational goals; and
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| – | For example, in 2021, we announced a five-year $25 million commitment to Historically Black Colleges and Universities (HBCUs), the Market Madness: HBCU Possibilities Program, where we selected 125 first- and second-year students across eight HBCUs from a pool of more than 600 undergraduate applicants to participate in a four-month training program in finance fundamentals, leading up to a final case study competition with a $1 million grand prize in the form of a grant for the winner’s academic institution. Now in its third year, the firm will welcome 150 students from 12 HBCUs who will join a school-based team with two firm coaches as they complete the curriculum.
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| » | In our community engagement:
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| – | To date, Goldman Sachs has deployed over $3 billion in philanthropic capital to drive inclusive economic growth and opportunity in underserved communities, funding over 9,000 nonprofits in over 100 countries. In addition to funding, we believe it is also critically important to work within our communities, partnering with nonprofit organizations over the long term; and
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| – | For example, through Community TeamWorks, Goldman Sachs employees dedicate their time and expertise to support communities by participating in various projects. To date, nearly 500,000 volunteers have dedicated 2.9 million hours of service in partnership with over 3,000 nonprofits.
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For more information on our sustainability efforts, see www.gs.com/racialequitySpotlight on Sustainability.. | | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
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ITEMS 5-12. SHAREHOLDER PROPOSALS
Item 9.11. Shareholder Proposal Regarding a Policy to Phase Out Fossil Fuel-Related Lending & Underwriting ActivitiesPay Equity Reporting The Sierra Club Foundation, 2101 Webster Street, Suite 2150, Oakland, California 94612,Mercy Rome, care of Newground Social Investment, 111 Queen Anne Ave. N, #500, Seattle, Washington 98109, together with co-filers Eric and Emily Johnson and the Robert H. and Elizabeth Fergus Foundation, each a co-filer, Dominican Sisters of Springfield, IL, each beneficial ownersowner of at least $2,000 in market value of the company’s Common Stock for at least three years, are the proponents of the following shareholder proposal. The proponents have advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
Whereas: Climate change poses a systemic risk, with estimated global GDP loss of 11-14% by midcentury under current trajectories.1 The climate crisis is primarily caused by fossil fuel production and combustion, which is enabled by funding from financial institutions.
According to scientific consensus, limiting warming to 1.5°C means that the world cannot develop new oil and gas fields or coal mines beyond those already approved (new fossil fuel exploration and development).2 Furthermore, existing fossil fuel supplies are sufficient to satisfy global energy needs.3 New oil and gas fields would not produce in time to mitigate current energy market turmoil resulting from the Ukraine War.4
Goldman Sachs (GS) has committed to align its financing with the goals of the Paris Agreement,5 achieving net-zero emissions by 2050, consistent with limiting global warming to 1.5°C.6 However, GS’ current policies and practices are not net-zero aligned.
GS is among the world’s largest funders of fossil fuels, providing $119 billion in lending and underwriting to fossil fuel companies during 2016-2021, including $44 billion to 100 top companies engaged in new fossil fuel exploration and development.7
Without a policy to phase out financing of new fossil fuel exploration and development, GS is unlikely to meet its climate commitments and merits scrutiny for material risks that may include:
| • | | Greenwashing: Banking and securities regulators are tightening and enforcing greenwashing regulations, which could result in major fines and settlements.8
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| • | | Regulation: Central banks, including the Fed, are starting to implement climate stress tests9 and scenario analyses,10 and some have begun to propose increased capital requirements for banks’ climate risks.11
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| • | | Competition: Dozens of global banks have adopted policies to phase out financial support for new oil and gas fields12 and coal mines.13
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| • | | Reputation: Campaigns targeting GS’ climate policies include hundreds of organizations with tens of millions of global members and supporters, including current and potential GS customers.14
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By exacerbating climate change, GS is increasing systemic risk, which will have significant negative impacts – including physical risks and transition risks15 – for itself and for diversified investors.
Best practices for banks to achieve net zero involve financing of companies reducing scopes 1-3 absolute emissions and allocating capital in line with science-based, independently verified short, medium and long-term decarbonization targets. Organizations like the Science Based Targets initiative and Transition Pathway Initiative can provide independent verification of decarbonization targets.
RESOLVED: Shareholders request that the BoardGoldman Sachs Group, Inc. (“Company”, “Goldman Sachs”, or “Goldman”) report annually on unadjusted median and adjusted pay gaps across race and gender globally, and include associated policy, reputational, competitive, and operational risks – including risks associated with recruiting and retaining diverse key talent. The report should be prepared at reasonable cost, and omit proprietary information, litigation strategy, and legal compliance information. Ideally, annual reporting would integrate base, bonus, and equity compensation broken out by country, where appropriate, and further differentiate between gender and racial/minority/ethnicity groupings. Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressed as a percentage of Directors adoptnon-minority/male earnings. SUPPORTING STATEMENT Goldman Sachs has faced substantial scrutiny in recent years for gender pay discrimination, which culminated in a policy$215 million class-action settlement in May 2023.1 Ongoing pay inequities – which persist across both race and gender at Goldman – pose substantial risks to the Company. For instance, Black workers’ median annual earnings represent just 77% of white wages, while the median income for a time-bound phase-outwomen working full-time is only 84% that of GS’ lendingmen. Considering race, Black women earn 76% and underwriting to projects and companies engaging in new fossil fuel exploration and development.Latina women just 63%.2 Supporting Statement: This proposal is intended, in the discretion of board and management, to enable support for GS’ energy clients’ low-carbon transition.
| (1) | https://www.swissre.com/media/press-release/nr-20210422-economics-of-climate-change-risks.html
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| (2) | https://www.iisd.org/system/files/2022-10/navigating-energy-transitions-mapping-road-to-1.5.pdf
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| (3) | https://www.ipcc.ch/report/ar6/wg3/resources/spm-headline-statements/
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| (4) | https://www.iea.org/commentaries/what-does-the-current-global-energy-crisis-mean-for-energy-investment
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| (5) | https://www.goldmansachs.com/accelerating-transition/accelerating-transition-report.pdf
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| | | | | | | 88 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 93
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ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS At the current trajectory, White women will not reach pay equity until 2059 – three decades from now; Black women not until 2130 – a century from now; and Latina women not until 2224 – two full centuries from now.3 Citigroup estimates that had minority and gender wage gaps been closed 20 years ago, it would have contributed $12 trillion additional dollars to national income. Studies link diversity in leadership and managing pay equity to superior stock performance as well as higher return on equity.4 Women and minorities clearly face structural bias regarding job opportunity and pay. At Goldman, underrepresented minorities represent 47.0% of the workforce but only 26.7% of executives. Women represent 42.9% of the workforce but only 25.1% of executives. Best practice pay equity reporting consists of two parts: | | (6)1. | Statisticallyhttps://www.unepfi.org/net-zero-banking/commitment/http://bankingonclimatechaos.org/adjusted gaps – which assess whether minorities and non-minorities (both men and women) are paid equally for similar roles. |
| | 2. | (7)Unadjusted median pay gaps – which assess equal opportunity for high paying roles.
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Currently, Goldman reports neither adjusted nor unadjusted quantitative pay gaps. In contrast, roughly 50% of the nation’s top 100 companies report adjusted gaps, and an increasing number also disclose unadjusted gaps.5 Racial and gender unadjusted median pay gaps are accepted as the valid way to measure pay inequity by the United States Census Bureau, Department of Labor, OECD, and the International Labor Organization. The United Kingdom and Ireland legally mandate disclosure of median gender pay gaps.6 THEREFORE: Because gender and equity pay gaps are inherently unfair, because they have been shown to harm company performance, and because disparity continues to be a serious issue that plagues Goldman Sachs, please vote FOR this commonsense reporting proposal. ~ ~ ~ | 1 | http:https://bankingonclimatechaos.org/www.nytimes.com/2023/05/09/business/dealbook/goldman-sachs-discrimination-lawsuit.html
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| (8)2 | https://www.nytimes.com/2022/06/12/business/sec-goldman-sachs-esg-funds.htmlwww.census.gov/data/tables/time-series/demo/income-poverty/cps-pinc/pinc-05.html—par_textimage_24 |
| (9)3 | https://www.bankingsupervision.europa.eu/press/pr/date/2022/html/ssm.pr220708~565c38d18a.en.htmlstatic1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scoreca rd+2022+-+Arjuna+Capital.pdf |
| (10)4 | https://www.federalreserve.gov/newsevents/pressreleases/other20220929a.htmIbid.
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| (11)5 | https://www.bis.org/review/r220223e.htmdiversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/ |
| (12)6 | https://oilgaspolicytracker.org/static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scoreca rd+2022+-+Arjuna+Capital.pdf |
| (13) | https://coalpolicytool.org/
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| (14) | https://stopthemoneypipeline.com/
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| (15) | https://www.bis.org/bcbs/publ/d517.pdf
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| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Goldman Sachs has long beenWe share the proponents’ focus on pay equity. We recognize there is a desire among certain stakeholders for publication of more data regarding pay — and we have already committed to providing innovative, commercial solutionsadditional information. We believe the fundamental underlying issue for our clientsfirm and many corporations is the representation of women and diverse professionals both in magnitude and levels of seniority. We remain committed to addresscompensating our employees fairly and manage climate-related riskequitably and accelerate the climate transition. We view climate transition as a key driver of both riskto fostering gender and opportunity,racial/ethnic diversity and inclusion in our leadership ranks and broader workforce. To this end, we have been innovatingpolicies and expandingprocedures in place with respect to our commercial capabilitieshiring, promotion and compensation practices to help our clients navigate the transition.support these commitments. This includes ensuring compensation decisions are subject to multiple levels of review.
We do not believe that committingare also highly focused on providing transparency and accountability to a time-bound phase out of our financinginvestors and underwriting activityother stakeholders. For example, we continue to regularly report on the firm’s progress towards our aspirational diversity goals, as well as our annual EEO-1 demographic data. Furthermore, in connection with our 2023 annual meeting commitment, we have published information regarding our gender and race pay gaps on our website at hard-to-abatewww.gs.com/corpgov sectors, which critically need both our engagement and our capital, is in the best interests of our shareholders, clients or communities. We do not believe in placing limits on financing to producers because, among other things, we do not believe it will result in either reduction in emissions from, or demand for, fossil fuels.. In June 2021, our Global Investment Research group estimated that $56 trillion in incremental infrastructure investment is needed to achieve net zero carbon emissions by 2050. Recent global events have underscored how energy resilience, security and diversification are critical components to drive broader transition to a lower-carbon economy. Climate transition will require thoughtful public policy that strikes a balance between current energy capabilities and support for new technology. Even research models published by the Intergovernmental Panel on Climate Change and others do not assume a complete phase out of fossil fuels by 2050; rather, they assume some form of abatement, whether through carbon capture and storage or other carbon dioxide removal methods to counterbalance residual GHG emissions.
Given our significant investment in decarbonization and transition finance capabilities, we believe our shareholders, clients and communities are better served by our engagement, not our divestment.
As a result, andAfter taking into account thatour existing policies and procedures, as well as the publication of a similar proposal at our 2022 Annual Meeting was supported by only approximately 11% of the votes cast at the meeting,pay equity statement, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders, and it would undermine our role in the low carbon transition.
| ∎ | | Goldman Sachs has a long-standing commitment to address the impacts of climate change and accelerate the transition to a low-carbon economy. Since our initial Environmental Policy Framework in 2005, we have accelerated our efforts to integrate sustainability across our business, prioritizing climate transition and inclusive growth in our commercial efforts with clients.
| |
| ∎ | | We see finance and innovation playing an important role in supporting the climate transition for companies in the hardest-to-abate sectors, which need strategic advice and capital to invest in innovative technologies not yet deployable at commercial scale and shift to lower-carbon sources, while also helping to enable continued supply of affordable, reliable energy. For example:
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| » | Our commercial capabilities include climate transition financing, offsite and on-site renewable power procurement, commodity risk management strategies, carbon offset purchases and climate-related investments; and
| |
| » | We also launched Carbon Portfolio Analytics on Marquee, which helps clients measure and manage their carbon footprint. Beyond providing carbon data, this offering provides tools and analytics designed to empower clients to better understand their portfolio risks and opportunities from a carbon perspective.
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shareholders. | | | | | | 94 | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSGoldman Sachs | GOLDMAN SACHSProxy Statement for the 2024 Annual Meeting of Shareholders | | | 89
ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS | | ∎ | | In just the last few years, we have taken a number ofOur compensation policies and procedures are designed to compensate employees without regard to gender, race, ethnicity or other key steps and made certain commitments, including:
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| » | Joining OS-Climate initiative as the U.S. founding bank member as well as the UN Principles for Responsible Banking and Net Zero Banking Alliance;
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| » | Issuing $800 million inaugural Goldman Sachs sustainability bond and establishing a sustainable issuance framework;
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| » | Committing to a net zero by 2050 pathway and expanding our operational carbon commitment to become net zero by 2030 in our operations and supply chain;
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| » | Announcing Goldman Sachs Bloomberg Climate Finance Partnership, including a Climate Innovation Fund alongside the Asian Development Bank; and
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| » | Publishing our second TCFD report, Accelerating Transition (available at www.gs.com/corpgov), which sets forth an interim roadmap for our net zero by 2050 commitment, including an initial set of business-related, ranged targets for 2030 across three sectors: Oil & Gas, Power and Auto Manufacturing (as further described in connection with other climate-related shareholder proposals below).
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| – | We will publish an updated TCFD report later this year that will demonstrate our progress towards our climate-related goals and commitments. We have also committed to expand our targets into additional sectors by the end of 2024.
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| ∎ | | Focusing on climate changeprotected categories. It isimportant for our partnerships with clients and counterparties and is a core element of how we manage risk. As such, we integrate oversight of climate-related risks into our firm’s centralized governance structures to enable oversight and guidance on the firm’s approachpractice to managing climate-related risksannually review employee compensation prior to its finalization. More specifically, our Legal and opportunities,Human Resource functions conduct a robust compensation analysis, the purpose of which is reflected in our day-to-day focus across businesses as well as control and operating functions.
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| » | We recognize that different geographies, industries and even clients within each industry are at various stages of their decarbonization journey and require solutions relevantto help ensure the firm continues to pay employees comparable compensation for each geography, industry and client depending on where they are in their path to net zero emissions. In some cases, this may involve activities that would constitute new fossil fuel development projects.
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| » | If we were to implement the proposal, over time, it would prevent us from engaging in transactions similar to ones we have executed over the past several years (examples of which are set forth in our sustainability reporting) to support legacy energy companies moving towards decarbonization and a renewable energy focus.work.
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| | ∎ | | We believe that reporting median pay gaps on an unadjusted basis, as requested in the proposal, does not provide extensive public disclosureinformation
that is accurate or useful, as it does not take into account factors such as an employee’s role, tenure, location or impact. These factors, among others, are necessary to consider when evaluating whether employees are comparably compensated for similar work. |
| ∎ | | As part of our continued commitment to enhanced transparency and accountability, we have published additional information regarding our sustainable financegender and stewardship efforts, including through a dedicated portionrace pay gaps on our website at www.gs.com/corpgov. |
| ∎ | | This pay equity statement is the next step on the firm’s journey of enhanced transparency and accountability regarding our workforce. |
| » | | Since 2021, we have published our People Strategy Report annually (available at www.gs.com), which provides tangible indicators of our website progress on our people-related goals, including expanded EEO-1 disclosure and progress on our aspirational diversity goals.(www.gs.com/sustainability) We will continue to publish information regarding our gender and race pay gaps in our People Strategy Report or comparable publication on an annual basis going forward as well as through www.gs.com/corpgov.. | |
For more information on our sustainability efforts,compensation philosophy generally, seeSpotlight Compensation Matters. For more information on Sustainabilityour racial and gender equity initiatives, see www.gs.com/racialequity and www.gs.com/whenwomenlead. Item 10.12. Shareholder Proposal Regarding Disclosure of 2030 Absolute Greenhouse Gas Reduction GoalsDirector Election Resignation Bylaw The New York City Comptroller, Municipal Building, One CentreCarpenters Pension Fund, 395 Hudson Street, 8th9th Floor, North, New York, New York 10007, on behalf of The New York City Employees’ Retirement System, The New York City Teachers’ Retirement System and the New York City Board of Education Retirement System, each a10014, beneficial owner of at least $25,000 in market value of the company’s Common Stock for at least one year, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting. Absolute GHG Reduction Goals
RESOLVED: Shareholders request Goldman Sachs (“Goldman”) issue a report within a year, at reasonable expense and excluding confidential information, that discloses 2030 absolute greenhouse gas (“GHG”) emissions reduction targets covering both lending and underwriting for two high emitting sectors: Oil and Gas and Power Generation. These targets should be aligned with a science-based net zero pathway and in addition to any emission intensity targets for these sectors that Goldman has or will set.
| | | | | 90 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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ITEMS 5-12. SHAREHOLDER PROPOSALS
Supporting Statement:
The Intergovernmental Panel on Climate Change (IPCC) has advised that greenhouse gas (GHG) emissions must be halved by 2030 and reach net zero by 2050 to limit global warming to 1.5°C. Every incremental increase in temperature above 1.5°C will entail increasingly severe physical, transition, and systemic risks to companies, investors, the markets, and the economy as a whole. Climate change mitigation is therefore critical to address investment risks in order to avert the large economic losses projected to occur if insufficient action is taken.
According to the International Energy Agency, transformation of the Oil and Gas and Power Generation sectors are critical to reaching the global goal of keeping temperature rise below 1.5°C, and are therefore significant to Goldman’s climate-risk mitigation strategy.
Goldman should adopt absolute emission targets in these sectors to protect the Company and its long-term investors. Though the Company has a commitment to reach net zero emissions by 2050 and a target to reduce GHG emissions intensity of the Oil and Gas and Power Generation sectors by 2030, it does not yet have a science-based 2030 target to reduce these GHG emissions on an absolute basis. Intensity targets will measure the reduction in emissions per unit or per dollar, however, by definition, they will not capture whether Goldman’s total financed GHG emissions have decreased in the real world.
Rather, we believe the Company should consider target-setting approaches used by advisory groups such as the Science Based Targets initiative. Such an absolute reduction target aligned with a science-based net zero emissions pathway is critical for the Company to achieve its net-zero commitment and more fully address its climate risks.
Goldman trails its peers in setting absolute GHG emissions reduction targets. Citigroup has committed to reducing its absolute emissions for the energy sector by 29% by 2030, stating “absolute reduction is required to meet net zero goals and is the most transparent target selection.”2 Wells Fargo has set a target to reduce absolute emissions for the oil and gas sector by 26% by 2030. Other banks setting absolute reduction goals for the oil and gas sector include HSBC (34%), Société Generale (30%), BBVA (30%), and Deutsche Bank (23%).
By setting absolute targets in addition to its intensity targets in the energy sector, the Company can ensure it is moving toward its stated commitments and real-economy emissions reductions.
We urge you to vote FOR this proposal.
| (1) | https://www.ipcc.ch/assessment-report/ar6/
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| (2) | taskforce-on-climate-related-financial-disclosures-report-2021.pdf (citigroup.com)
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| | Directors’ Recommendation
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Goldman Sachs has long been committed to providing innovative, commercial solutions for our clients to address and manage climate-related risk and accelerate the climate transition. We view climate transition as a key driver of both risk and opportunity, and we have been innovating and expanding our commercial capabilities to help our clients navigate this transition.
We share the proponent’s focus on making progress towards net zero. In fact, in March 2021 we announced our commitment to align our financing activities with a net zero by 2050 pathway, and, later that year, we published our second TCFD report, Accelerating Transition, which sets forth an interim roadmap for our net zero by 2050 commitment and includes an initial set of ranged targets tailored to our business objectives. We have also committed to expand our targets into additional sectors by the end of 2024.
We believe that this approach enables us to better manage and support our clients and prevents the potential unintended consequences of absolute targets, as detailed below.
As a result, in light of our current disclosures and continued commitment to the climate transition, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
| | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 91 |
ITEMS 5-12. SHAREHOLDER PROPOSALS
| ∎ | | In our 2021 TCFD report, we shared an initial set of business-related, ranged targets for 2030 across three sectors: Oil & Gas, Power and Auto Manufacturing.
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| » | Our initial interim targets focus on sectors where we see an opportunity to proactively engage our clients, deploy capital required for transition and invest in new commercial solutions to help drive decarbonization in the real economy.
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| » | These are also areas where we believe our firm can have the most material impact, and where we have sufficient data available and an ability to engage clients on decarbonization.
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| » | These targets cover our corporate lending commitments, debt and equity capital markets financing and on-balance sheet debt and equity investments.
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| ∎ | | We chose to set our targets on a physical emissions intensity basis (e.g., kilograms of CO2e per megawatt hour of electricity generated) due to the close tie between the level of a company’s emissions and the scale of its production. Absolute emissions metrics may also serve as a significant disincentive to provide capital to those companies most in need of transition capital. We believe that measuring our portfolio through an intensity lens will enable us to better manage and support our clients in transition by:
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| » | Normalizing for company size and scale of production: We work with clients across the value chain in these different sectors and with companies of different sizes. An intensity-based approach improves comparability across clients in our portfolio;
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| » | Allowing for growth in businesses that are emissions-efficient: Intensity based targets reward efficiency without penalizing growth. This is particularly relevant for sectors like Power where production is expected to increase significantly over the decade, in line with science-based decarbonization pathways; and
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| » | Reducing volatility as a result of short-term changes in production levels: For example, global emissions fell in 2020 due to a slowdown in production and reduced demand for end-use fossil fuels during the COVID-19 pandemic. Emissions have rebounded as reopening policies take hold around the world. An intensity-based approach normalizes for volatility like this in emissions caused by macro events rather than true decarbonization.
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| ∎ | | We will publish an updated TCFD report later this year that will demonstrate our progress towards our climate-related goals and commitments.
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For more information on our sustainability efforts, see Spotlight on Sustainability.
Item 11. Shareholder Proposal Regarding a Climate Transition Report
Mack Street 2016 Trust (S), care of As You Sow, 2020 Milvia St., Suite 500, Berkeley, California 94704, beneficial owner of at least $25,000 in market value of the company’s Common Stock for at least one year, together with co-filer Debriana Berlin Rev Tr (S), beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, and co-filer United Church Funds, beneficial owner of at least $25,000 in market value of the company’s Common Stock for at least one year, are the proponents of the following shareholder proposal. The proponents have advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
RESOLVED: Shareholders request that Goldman Sachs issue a report disclosing a transition plan that describes how it intends to align its financing activities with its 2030 sectoral greenhouse gas emissions reduction targets, including the specific measures and policies necessary to achieve its targets, the reductions to be achieved by such measures and policies, and timelines for implementation and associated emission reductions.
WHEREAS: The banking sector has a critical role to play in achieving global Net Zero by 2050 goals. The Net Zero Banking Alliance (NZBA) notes that 40 percent of global banking assets have committed to aligning lending and investment portfolios with Net Zero by 2050.1 But targets alone are insufficient. Investors seek disclosures demonstrating banks’ concrete transition strategies to credibly achieve their disclosed emission reduction targets.
| | | | | 92 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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ITEMS 5-12. SHAREHOLDER PROPOSALS
The United Nations has recommended that financial institution transition plans demonstrate how all parts of the business align with interim targets and long-term net zero targets2. Other guidelines exist to help financial institutions operationalize and translate net zero commitments into strategies “with specific objectives . . . against which progress can be assessed.”3,4
Goldman Sachs is one of the top 15 global financers of fossil fuels, with $17 billion in fossil fuel financing in 2021, and nearly $118 billion between 2016 through 2021.5
Goldman is a member of the NZBA and has announced a Net Zero by 2050 greenhouse gas emissions (GHG) reduction goal for its financed emissions. It also has set 2030 intensity reduction targets for the oil and gas, power, and auto manufacturing sectors. To achieve these goals, Goldman states that it is “expanding its commercial capabilities to help clients measure and manage their climate-related exposure”; “developing new financing tools tied to progress on climate transition”; and investing in “climate solutions and emerging technologies” for hard to abate sectors” including a ten-year, $750 billion commitment to sustainable finance.6
While the described actions will help clients manage and reduce their emissions, they do not demonstrate a concrete transition plan for how Goldman will achieve its 2030 sectoral reduction targets. An effective transition plan creates accountability by describing the indicators, milestones, metrics, and timelines necessary to deliver on its decarbonization targets and ensure investors that it is accountable for reducing its financed emissions in alignment with its 2030 targets.
A transition plan might include, for example, disclosure of clients’ estimated annual reductions and how the bank plans to achieve remaining emissions reductions. Other elements of such a plan might include client and employee incentives or disincentives; setting mandatory actions, including loan approval guidelines, investment and underwriting priorities, or prohibitions; and developing policies or guidelines that otherwise restrict, limit, or condition bank business activities, along with expected associated reductions from each.
| (1) | https://www.unepfi.org/net-zero-banking/
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| (2) | https://www.un.org/sites/un2.un.org/files/high-level_expert_group_n7b.pdf p.21-22
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| (3) | https://www.iigcc.org/media/2022/07/An-investor-led-framework-of-pilot-indicators-to-assess-banks-on-the-transition-tonet-zero-28-July.pdf
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| (4) | https://assets.bbhub.io/company/sites/63/2022/06/GFANZ_Recommendations-and-Guidance-on-Net-zero-Transition-Plansfor-the-Financial-Sector_June2022.pdf
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| (5) | https://www.ran.org/wp-content/uploads/2022/03/BOCC_2022_vSPREAD-1.pdf
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| (6) | https://www.goldmansachs.com/accelerating-transition/accelerating-transition-report.pdf, p. 4
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| | Directors’ Recommendation
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Goldman Sachs has long been committed to providing innovative, commercial solutions for our clients to address and manage climate-related risk and accelerate the climate transition. We view climate transition as a key driver of both risk and opportunity, and we have been innovating and expanding our commercial capabilities to help our clients navigate the transition.
We share the proponent’s view on the importance of transparency regarding our climate transition commitments. To this end, we have already provided extensive public disclosures, including through our Sustainability Reports, TCFD reports and a dedicated portion of our website (www.gs.com/sustainability), as well as through www.gs.com/corpgov, and we continue to update this reporting on a regular basis.
As a result, preparing the report requested by the proposal would impose an additional administrative burden on our
firm without providing material new information to our shareholders. As such, we believe that the adoption of this
proposal is unnecessary and not in the best interests of our firm or our shareholders.
| | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 93 |
ITEMS 5-12. SHAREHOLDER PROPOSALS
| ∎ | | In 2021, we published our second TCFD report, which included a preliminary transition plan for how we expect to deliver on our commitment to align with a net zero by 2050 pathway. We conducted a preliminary baseline emissions analysis for our 2019 exposure and embedded our net zero commitment in our commercial and client activities.
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| ∎ | | Importantly, we dedicated an entire section of the 2021 TCFD report to our climate strategy, which describes the significant work we have already undertaken to support low-carbon transition efforts for our clients through the development of new commercial capabilities and innovative climate solutions. We also provide significant detail on the development of our metrics and targets and the implementation thereof.
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| » | For example, we have developed a new and unique cross-firm decarbonization offering that includes a full suite of tools to help our corporate clients develop and execute on their climate-related strategies, including renewable energy and carbon offset procurement.
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| » | At the same time, we recognize that different geographies, industries and even clients within each industry are at different stages of their decarbonization journey, and we must be able to tailor solutions to each geography, industry and client depending on where they are in their path to net zero emissions.
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| » | As a global financial institution, we regularly assess and manage the risks posed by climate change to our business through proprietary models that leverage the latest science and industry best practices on stress testing, and we are further integrating climate into our firmwide business and risk practices more broadly.
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| » | In addition to ongoing reporting to the market and our stakeholders, we intend to use our targets to inform business strategy. Our efforts to baseline the in-scope portfolios and estimate our 2030 targets required detailed client-level analysis, and these reviews were conducted collaboratively with subject matter experts across the firm. This granular analysis will inform our engagement with clients on their decarbonization efforts. Over time, we aim to further embed these targets into our risk management framework.
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| ∎ | | We also recognize the importance of providing continued transparency with respect to our climate transition. To this end, we will publish an updated TCFD report later this year that will demonstrate our progress towards our sectoral targets and provide additional details of how we are integrating climate-related measurements across our business.
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| » | We seek to balance the demand for updated information with the availability of updated data to ensure that our updates provide meaningful and new information to our stakeholders. To this end, we have been focused on the availability of 2021 emissions and production data from our vendors and providers, after which we will conduct our internal measurement and review process.
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| » | We are also working on automating and standardizing the emissions reporting process to allow for more frequent, recurring reporting of our portfolio intensity versus our stated targets. This includes creating infrastructure across our businesses to provide real-time visibility into changes in portfolio intensity metrics and to support client engagement, which will provide further accountability in meeting our 2030 reduction targets.
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| » | Going forward, we intend to provide updated disclosure on an annual basis. We have also committed to expand our targets into additional sectors by the end of 2024.
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For more information on our sustainability efforts, see Spotlight on Sustainability.
Item 12. Shareholder Proposal Regarding Reporting on Pay Equity
James McRitchie, 9295 Yorkship Ct., Elk Grove, California 95758, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
FOR Shareholder RightsResolved: That the shareholders of Goldman Sachs Group Inc. (“Company”) hereby request that the board of directors take the necessary action to adopt a director election resignation bylaw that requires each director nominee to submit an irrevocable conditional resignation to the Company to be effective upon the director’s failure to receive the required shareholder majority vote support in an uncontested election. The proposed resignation bylaw shall require the Board to accept a tendered resignation absent the finding of a compelling reason or reasons to not accept the resignation. Further, if the Board does not accept a tendered resignation and the director remains as a “holdover” director, the resignation bylaw shall stipulate that should a “holdover” director fail to be re-elected at the next annual election of directors, that director’s new tendered resignation will be automatically effective 30 days after the certification of the election vote. The Board shall report the reasons for its actions to accept or reject a tendered resignation in a Form 8-K filing with the U.S. Securities and Exchange Commission.
Supporting Statement: The Proposal 12 – Pay Equity Disclosurerequests that the Board establish a director resignation bylaw to enhance director accountability. The Company has established in its bylaws a majority vote standard for use in an uncontested director election, an election in which the number of nominees equal the number of open board seats. Under applicable state corporate law, a director’s term extends until his or her successor is elected and qualified, or until he or she resigns or is removed from office. Therefore, an incumbent director who fails to receive the required vote for election under a majority vote standard continues to serve as a “holdover” director until the next meeting of shareholders. A Company governance policy currently addresses the continued status of an incumbent director who fails to be re-elected by requiring such director to tender his or her resignation for Board consideration. | | | | | | | 94 | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS 95
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ITEMS 5-12.4-12. SHAREHOLDER PROPOSALS Resolved: James McRitchie
The new director resignation bylaw will set a more demanding standard of CorpGov.netreview for addressing director resignations then that contained in the Company’s resignation governance policy. The resignation bylaw will require the reviewing directors to articulate a compelling reason or reasons for not accepting a tendered resignation and other shareholders, requests the Golden Sachs Group, Inc. (“Company” or “Golden Sachs”) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/ or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks relatedallowing an un-elected director to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information. Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressedcontinue to serve as a percentage“holdover” director. Importantly, if a director’s resignation is not accepted and he or she continues as a “holdover” director but again fails to be elected at the next annual meeting of non-minority/male earnings.
Supporting Statement: Pay inequities persist across race and gender. They pose substantial risksshareholders, that director’s new tendered resignation will be automatically effective 30 days following the election vote certification. While providing the Board latitude to companies and society. Black workers’ hourly median earnings represent 64%accept or not accept the initial resignation of white wages. Median income for women working full timean incumbent director that fails to receive majority vote support, the amended bylaw will establish the shareholder vote as the final word when a continuing “holdover” director is 83%not re-elected. The Proposal’s enhancement of that of men.1 Intersecting race, Black women earn 63%, Native women 60%, and Latina women 55%.2 At the current rate, womendirector resignation process will not reach pay equity until 2059, Black women 2130, and Latina women 2224.3
Citigroup estimated closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollarsestablish shareholder voting in additional national income.4 PwC estimates closing the gender pay gap could boost OECD economies by $2 trillion annually.5 Actively managing pay equity is linked to superior stock performance and return on equity.6
Best practice includes:director elections as a more consequential governance right.
| 1.unadjusted median pay gaps, assessing equal opportunity to high-paying roles,
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2. | statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.
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Over 20 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.7 Golden Sachs reports neither.
Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization.8 The United Kingdom and Ireland mandate disclosure of median pay gaps, and the United Kingdom is considering racial pay reporting. An annual report adequate for investors to assess performance could integrate base, bonus and equity compensation to calculate:
∎ | | percentage median and adjusted gender pay gap, globally and/or by country
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∎ | | percentage median and adjusted racial/minority/ethnicity pay gap, U.S. and/or by country
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To Enhance Shareholder Value, Vote FOR
Pay Equity Disclosure – Proposal 12
| (1) | https://www.nationalpartnership.org/our-work/resources/economic-justice/fair-pay/americas-women-and-the-wagegap.pdf
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| (2) | https://www.aauw.org/app/uploads/2021/09/AAUW_SimpleTruth_2021_-fall_update.pdf
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| (3) | https://iwpr.org/iwpr-publications/quick-figure/the-gender-pay-gap-1985-to-2020-with-forecast-for-achieving-payequity-by-race-and-ethnicity/
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| (4) | https://ir.citi.com/NvIUklHPilz14Hwd3oxqZBLMn1_XPqo5FrxsZD0x6hhil84ZxaxEuJUWmak51UHvYk75VKeHCMI%3D
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| (5) | https://www.pwc.com/hu/en/kiadvanyok/assets/pdf/women-in-work-2021-executive-summary.pdf
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| (6) | https://www.mckinsey.com/capabilities/people-and-organizational-performance/our-insights/promoting-gender-parityin-the-global-workplace;https://www.issgovernance.com/file/publications/ISS-ESG-Gender-Diversity-Linked-to-Success.pdf
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| (7) | https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/
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| (8) | https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+ Pay+Scorecard+2022+-+Arjuna+Capital.pdf
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| | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 95 |
ITEMS 5-12. SHAREHOLDER PROPOSALS
| | Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. At Goldman Sachs, we have long been committedOur directors take very seriously their fiduciary obligation to promoting diversity, equity and inclusion as a key business imperative. Diversity is core to our ability to serve our clients well and to maximize returns for our shareholders. A diverse and inclusive employee base allows us to develop better ideas, respond toact in the needsbest interests of our clients and ensure that our people can reach their maximum potential.
Pay equity is fundamental to this, and we share the proponent’s focus on advancing pay equity. While we recognize there is a desire among certain stakeholders for publication of more statistics regarding pay measures, we believe the fundamental underlying consideration for our firm and many corporationsour shareholders. Director accountability is the under-representationa critical element of women and diverse professionals both in magnitude and levels of seniority. We are committed to compensating our employees fairly and equitably and to promoting gender and racial/ethnic diversity and inclusionthis. Importantly, we already have in our leadership ranks and broader workforce. To this end, we have policies and procedures in place with respect to our hiring, promotion and compensation practices to support equitable treatment. ThisBy-Laws a majority voting standard for uncontested elections that includes ensuring compensation decisions are subject to multiple levels of review.
We are also highly focused on providing transparency and accountability to our investors and other stakeholders. In addition to the regular reporting we already provide on the firm’s progress towards our aspirational diversity goals, as well as our annual EEO-1 demographic data, we have heard from many shareholders that additional disclosure regarding our pay practices would be beneficial. Accordingly, we will provide additional information regarding our gender and race pay gaps, as detailed below, beginning next year (with respect to 2023 data)a director resignation policy.
As a result, oftaking into account our existing policiescurrent By-Laws, our robust director nomination process and procedures,corporate governance best practices, as well as this new commitment,the fact that our shareholders have not expressed any significant concerns regarding our director resignation policy to date, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders. | | ∎ | | Our compensation policies and procedures are designedPursuant to compensate employees without regardour existing By-Laws, a director that does not receive majority support must immediately tender his or her resignation to gender, race, ethnicity or other protected categories. Further, for nearly 20 years the firm has been reviewing employee compensation duringBoard. The Board, excluding the firm’s annual compensation process. Our legal and human resource functions conduct an analysis of base salary and discretionary bonuses, the purpose ofimpacted director, will promptly determine, through a process managed by our Governance Committee, which is comprised of independent directors, whether to help ensureaccept the firm continuesresignation. Our By-Laws provide that the Board must accept the resignation unless a significant reason exists for the director to pay employees comparable compensation for similar work.remain on the Board. Furthermore, in the event the Board determines to reject a director’s tendered resignation, this determination and the Board’s rationale must be disclosed in a Form 8-K filed with the SEC.
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| | ∎ | | We believe that reporting median pay gaps on an unadjusted basis, as requestedOur governance structure establishes strong protections of shareholder rights and promotes director accountability. For example, in the proposal, does not provide information that is accurate or useful, as it does not take into account factors such as an employee’s role, tenure, location or impact. These factors, among others, are necessaryaddition to consider when evaluating whether employees are comparably compensated for similar work.our majority voting bylaw, we have annual election of all directors, no poison pill, a shareholder right to call special meetings, a shareholder right of proxy access, no supermajority vote requirements in our governing documents, a commitment to independent board leadership, individual director evaluations and a robust re-nomination process.
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| | ∎ | | As part ofsuch, we do not believe amending our continued commitmentBy-Laws in the unnecessarily prescriptive manner set forth in the proposal will provide any additional value to enhanced transparency and accountability, we commit to disclose additional information regarding our gender and race pay gaps, with appropriate adjustments for factors such as those described above, in our 2023 People Strategy Report.shareholders. | |
| ∎ | | This disclosure is the next step on the firm’s journey of enhanced transparency and accountability regarding the diversity of our workforce.
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| » | Since 2021, we have published our People Strategy Report annually (available at www.gs.com), which provides tangible indicators of our progress on our people-related goals, including expanded EEO-1 disclosure and progress on our aspirational diversity goals.
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| » | While there is more work to be done, we are making notable progress towards achieving our aspirational diversity and inclusion goals. For example, our 2021 managing director class and 2022 partner class have been the most diverse classes to date.
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For more information onabout our compensation philosophy generally,Board, including our director nomination processes, seeCompensation Matters Corporate Governance. For more information on our racial and gender equity initiatives, see www.gs.com/racialequity and www.gs.com/whenwomenlead. | | | | | | 96 | | GOLDMAN SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Certain Relationships and Related Transactions On the recommendation of our independent directors, our Board has in place various policies that provide guidelines for the review of certain relationships and transactions involving our directors and executive officers. Related Person Transactions Policy Our Board has a written Related Person Transactions Policy regarding the review and approval of transactions between us and “related persons” (directors, executive officers, immediate family members of a director or executive officer, or known 5% shareholders). Under this policy, transactions that exceed $120,000 in which a related person has, may have or may be deemed to have a direct or indirect material interest are submitted to the Designated Reviewers (the Chairs of the Governance, Audit and Risk Committees) or our full Governance Committee for review and approval, as applicable. Certain transactions, including employment relationships, ordinary course banking, brokerage, investment, lending and other services, payment of certain regulatory filing fees and certain other ordinary course non-preferential transactions, have been determined by the Governance Committee to be preapproved transactions, and thus do not require specific review and approval under the policy (although these transactions must be reported to our Governance Committee and may still be submitted for review and approval if deemed appropriate). In reviewing and determining whether to approve a related person transaction, the following factors, among others, are considered: | | ∎ | | Whether the transaction is in the interests of us and our shareholders; |
| | ∎ | | Whether the transaction would impair the independence of an independent director; |
| | ∎ | | Whether the transaction presents a conflict of interest, taking into account the size of the transaction, the financial position of the director or executive officer, the nature of the director’s or executive officer’s interest in the transaction, the ongoing nature of the transaction and any other relevant factors; |
| | ∎ | | Whether the transaction is fair and reasonable to us and on substantially the same terms as would apply to comparable third parties; |
| | ∎ | | The business reasons for the transaction; |
| | ∎ | | Any reputational issues; and |
| | ∎ | | Whether the transaction is material, taking into account the significance of the transaction to our investors. |
All of the transactions and relationships reported under —Certain Relationships and Transactionswere determined, under the mechanisms of the Related Person Transactions Policy, to be in the best interests of our firm and our shareholders. In addition to our policies on director independence and related person transactions, we also maintain a policy with respect to outside director involvement with financial firms, such as private equity firms or hedge funds. Under this policy, in determining whether to approve any current or proposed affiliation of a non-employee director with a financial firm, our Board will consider, among other things, the legal, reputational, operational and business issues presented, and the nature, feasibility and scope of any restrictions, procedures or other steps that would be necessary or appropriate to ameliorate any perceived or potential future conflicts or other issues. | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 97 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Certain Relationships and Transactions | | Brokerage and Banking Services |
Some of our directors and executive officers (and persons or entities affiliated with them) have brokerage and/or discretionary accounts at our broker-dealer affiliates and may utilize other ordinary course banking or lending products (such as credit cards) offered by GS Bank. Certain family office entities affiliated with directors may from time to time invest in certificates or other derivative or structured products issued by Goldman Sachs Bank USA.and its affiliates on substantially the same terms and conditions as other similarly-situated clients. Extensions of credit by Goldman SachsGS Bank USA that do not involve more than the normal risk of collectability and do not present other unfavorable features have been and may be made to certain of our directors and executive officers (and persons or entities affiliated with them) in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons unrelated to our firm, and in each case in compliance with relevant laws and regulations. | | | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 97 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
| | Firm-Managed Funds and Other Investments |
We have established private investment funds (Employee Funds) to permit our employees (and in certain cases, retired employees) to participate in our private equity, hedge fund and other similar activities by investing in or alongside funds and investments that we manage or sponsor for independent investors and/or for our firm. We believe the opportunity to make such investments helps to promote teamwork and collaboration across the firm and provides alignment with the firm’s strategy to grow the alternatives business. Investment decisions for the Employee Funds are made by the investment teams or committees that are fiduciaries for such funds, and no executive officers are members of such investment teams or committees. The Employee Funds generally maintain diversified investment portfolios, and these investment opportunities do not affect the incentives of our executive officers under our compensation program. Many of our employees, their spouses, related charitable foundations or entities they own or control have invested in these Employee Funds. In some cases, we have limited participation to our PMDs, including our executive officers, or limited the amount of participation, and in some cases participation may be limited to individuals eligible to invest pursuant to applicable law. Certain of the Employee Funds provide applicable investors with an interest in the overrides we receive for managing the funds for independent investors (Overrides); the level of Override for which applicable investors may be eligible may vary based on certain criteria. Employee Funds generally do not require our current or retired PMDs and other current or retired employees to pay management fees and do not deduct Overrides from fund distributions. Similarly, certain other investments may be made available to our PMDs, retired PMDs 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 20222023 executive officers (or persons or entities affiliated with them) during 2022,2023, consisting of profits and other income and return of amounts initially invested (excluding Overrides, which are discussed below), were approximately, in the aggregate, as follows: Mr. Solomon - $15.5– $6.5 million; Mr. Waldron - $1.8– $1.7 million; Mr. Coleman - $1.6– $1.9 million; Ms. Ruemmler – $300,000; Mr. Berlinski - $580,000;– $351,000; John F.W. Rogers (Executive Vice President) - $2.7– $2.3 million; Laurence Stein (Chief Administrative Officer until February 2022) - $443,000; Ericka Leslie (Chief Administrative Officer) - $222,000;and Brian Lee (Chief Risk Officer) - $309,000; and Sheara Fredman (Chief Accounting Officer) - $220,000.$600,000. Overrides distributed to our 20222023 executive officers (or persons or entities affiliated with them) during 20222023 were approximately, in the aggregate, as follows: Mr. Solomon - $556,000;– $332,000; Mr. Waldron - $171,000;– $209,000; Mr. Coleman - $90,000;– $42,000; Ms. Ruemmler – $60,000; Mr. Berlinski - $45,000;– $30,000; Mr. Rogers - $176,000; Mr. Stein - $59,000; Ms.– $175,000; Ericka Leslie - $48,000;(Chief Administrative Officer during 2023) – $50,000; Mr. Lee - $71,000;– $86,000; and Ms.Sheara Fredman - $34,000.(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. | | 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 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. Under this $5.5 billion facility, Goldman Sachs has agreed to lend to ArcelorMittal up to $170 million at an interest rate of LIBORSOFR + 735720 basis points (which rate may vary depending on ArcelorMittal’s credit ratings). Goldman Sachs currently has no loan outstanding under this facility. | | | | | 98 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
| | |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Goldman Sachs also participates in a $212.5 million credit facility for an entity in which ArcelorMittal is an approximately 25% shareholder. Under the facility, Goldman Sachs has agreed to lend up to approximately $22.5 million at an interest rate of SOFR + 450 basis points (which rate may vary based on a credit spread adjustment). This credit facility is currently partially drawn, resulting in an approximately $19.4 million loan from Goldman Sachs outstanding under this facility. During 2022, In addition, from March 2023 to February 2024, Goldman Sachs acted as financial advisor to a third-party client that sold an approximately 80% interest in a $1 billion asset to ArcelorMittal as a result of a competitive bidding process. In December 2022 and early 2023, Goldman Sachs acted as executing brokerriskless principal in connection with approximately $560$290 million of public marketon-exchange divestments by ArcelorMittal of a portion of its shareholding in an entity in which it iswas a minority shareholder.
Each of these transactions was conducted, and all of these services were provided, on an arm’s-length basis. Mr. Ogunlesi is the Chairman and Chief Executive Officer of Global Infrastructure Partners LLC (together with its affiliates, GIP). In connection with his role at GIP, Mr. Ogunlesi is entitled to less than 5% of the total profit of the 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. In March 2022,May 2023, Goldman Sachs acted as an underwriter in an approximately $301$300 million public common stock offering for a company in which a fund managed by GIP was a selling stockholder.shareholder. Such fund received approximately $145 million of the proceeds of the offering. In addition, in April 2022,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 $400 million private$3 billion public debt offering for a company in which a fund managed by GIP is an investor. Such fund received approximately $200 million of the proceeds of the offering, which were used to fund a repurchase of units in the company owned by such fund. In each of these transactions, Goldman Sachs’ relationship with this company pre-dates GIP’s investment therein. In addition, in connection with a transaction that closed in October 2022, Goldman Sachs provided a £200 million equity bridge loan to a third-party client,BlackRock Inc., the proceeds of which were used by the clientare intended to acquire an equity interest from GIP in an infrastructure asset in an approximately £415 million transaction.fund a portion of BlackRock’s acquisition of GIP. Each of these transactions was conducted, and all of these services were provided, on an arm’s-length basis. During 2022,2023, Goldman Sachs continued its consulting relationship with the company for which the spouse of Mr. Rogers serves as CEO and managing partner; the service agreement provides for annual fees of approximately $1 million for the provision of advice and insights in support of the firm’s business strategy in China. This consulting relationship was entered into on an arm’s-length basis. For information on transactions involving Goldman Sachs, on the one hand, and BlackRock, Inc., State Street Corporation or The Vanguard Group, on the other, see footnotes (a), (b) and (c) under Beneficial Ownership—Beneficial Owners of More than Five PercentPercent.. | | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 99 |
BENEFICIAL OWNERSHIP Beneficial Ownership Beneficial Ownership of Directors and Executive Officers The following table contains certain information, as of February 27, 2023,26, 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, unvested RSUs or SVC Awards. | | | | | | | Name | | Number of Shares of Common
Stock Beneficially Owned(a)(b) | | | David Solomon(c) | | 131,989
141,752 | | | John Waldron(c) | | 76,683
94,927 | | | Denis Coleman(c) | | 66,956
47,754 | | | Kathryn Ruemmler(c) | | 6,501 | | | Philip Berlinski(c) | | 50,635
27,884 | | | Kathryn Ruemmler(c)
Michele Burns | | 11,611
26,397 | | | Michele Burns
Mark Flaherty | | 25,470
17,361 | | | Drew Faust
Kimberley Harris | | 6,473
2,600 | | | Mark Flaherty
Kevin Johnson | | 16,434
1,590 | | | Kimberley Harris
Ellen Kullman | | 1,673
13,057 | | | Kevin Johnson
Lakshmi Mittal | | 321
52,922 | | | Ellen Kullman
Thomas Montag(c) | | 12,130
207,179 | | | Lakshmi Mittal
Adebayo Ogunlesi | | 51,701
29,883 | | | Adebayo Ogunlesi
Peter Oppenheimer | | 28,588
25,114 | | | Peter Oppenheimer
Jan Tighe | | 23,535
7,161 | | | Jan Tighe
Jessica Uhl | | 6,110
2,738 | | | Jessica Uhl
David Viniar(c) | | 1,811
974,109 | | | David Viniar(c)
| | 973,182
| | | Mark Winkelman
| | 108,556
| | | All directors, nominees, NEOs and other executive officers as a group (22(20 persons)(e)(d) | | 1,811,270
1,855,956 |
| (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 SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
BENEFICIAL OWNERSHIP The shares of Common Stock underlying vested RSUs included in the table above are as follows: | | | | | | | | | Name | | RSUs | | | | David Solomon(c) | | | 0 | | | | John Waldron(c) | | | 0 | | | | Denis Coleman(c) | | | 27,627
14,069 | | | | Kathryn Ruemmler(c) | | | 0 | | | | Philip Berlinski(c) | | | 18,524
2,481 | | | | Kathryn Ruemmler(c)
Michele Burns | | | 0
26,397 | | | | Michele Burns
Mark Flaherty | | | 25,470
16,346 | | | | Drew Faust
Kimberley Harris | | | 6,473
2,600 | | | | Mark Flaherty
Kevin Johnson | | | 15,419
1,590 | | | | Kimberley Harris
Ellen Kullman | | | 1,673
13,057 | | | | Kevin Johnson
Lakshmi Mittal | | | 321
37,922 | | | | Ellen Kullman
Thomas Montag(c) | | | 12,130
463 | | | | Lakshmi Mittal
Adebayo Ogunlesi | | | 36,701
27,883 | | | | Adebayo Ogunlesi
Peter Oppenheimer | | | 26,588
23,114 | | | | Peter Oppenheimer
Jan Tighe | | | 21,535
7,161 | | | | Jan Tighe
Jessica Uhl | | | 6,110
2,738 | | | | Jessica Uhl
David Viniar(c) | | | 1,811
21,705 | | | | David Viniar(d)
| | | 20,778
| | | | Mark Winkelman
| | | 18,556
| | | | All directors, nominees, NEOs and other executive officers as a group (22(20 persons)(e)(d) | | | 261,924
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 February 27, 2023.26, 2024. The group consisting of all directors, nominees, NEOs and other executive officers as of February 27, 202326, 2024 beneficially owned approximately 0.54%0.57% of the outstanding shares of Common Stock (0.46%(0.51% not including vested RSUs as of such date). |
| (c) | Excludes any shares of Common Stock subject to our Shareholders’ Agreement that are owned by other parties to our Shareholders’ Agreement. As of February 27, 2023,26, 2024, each of Messrs. Solomon and Waldron was a party to our Shareholders’ Agreement and a member of our Shareholders’ Committee; however, each disclaims beneficial ownership of the shares of Common Stock subject to our Shareholders’ Agreement other than those specified above for each NEO individually. For a discussion of our Shareholders’ Agreement, see Frequently Asked Questions—How is voting affected by shareholders who participate in certain Goldman Sachs Partner Compensation plans? |
| | 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. Solomon – 16,97017,242 shares, Mr. Coleman – 3,8744,118 shares and Mr. Berlinski – 6,995 shares; similarly, with respect to Mr. Viniar – 318,979323,979 shares and Mr. Montag – 55,466 shares. Each NEO or Mr.Messrs. Viniar and Montag, as applicable, shares voting power and dispositive power over these shares and disclaims beneficial ownership of the shares held in family trusts and private charitable foundations. |
| (d) | All RSUs held by Mr. Viniar were received as compensation for his service as a director.
|
(e) | Includes an aggregate of 123,186 shares of Common Stock beneficially owned by these individuals indirectly through certain estate planning vehicles for which voting power and dispositive power is shared, an aggregate of 149,273210,062 shares of Common Stock beneficially owned by family trusts, the sole beneficiaries of which are immediate family members of these individuals and an aggregate of 133,979142,300 shares of Common Stock beneficially owned by the private charitable foundations of which certain of these individuals are trustees. Each of these individuals shares voting power and dispositive power over these shares and disclaims beneficial ownership of the shares held in family trusts and private charitable foundations. |
| | Each current executive officer is a party to our Shareholders’ Agreement and disclaims beneficial ownership of the shares of Common Stock subject to our Shareholders’ Agreement that are owned by other parties to our Shareholders’ Agreement. |
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 | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 101 |
BENEFICIAL OWNERSHIP Beneficial Owners of More than Five Percent Based on filings made under Section 13(d) and Section 13(g) of the Exchange Act, as of February 27, 2023,26, 2024 the only persons known by us to be beneficial owners of more than 5% of Common Stock were as follows: | | | | | | | | | | Name and Address of Beneficial Owner | | Number of Shares
of Common Stock
Beneficially Owned (#) | | Percent
Percent
of Class (%) | | | | BlackRock, Inc. 55 East 52nd Street50 Hudson Yards New York, New York 10055 NY 10001 | | 23,301,18323,010,145(a) | | 6.98%7.09 | | | | State Street Corporation State Street Financial Center One Lincoln1 Congress Street, Suite 1 Boston, Massachusetts 02111 02114 | | 20,766,47919,616,360(b) | | 6.22%6.04 | | | | The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | 29,524,71028,546,582(c) | | 8.85%8.80 |
| (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, Amendment No. 8 to such filing filed with the SEC on January 29, 2021, Amendment No. 9 to such filing filed with the SEC on February 1, 2022, and Amendment No. 10 to such filing filed with the SEC on February 7, 2023 and Amendment No. 11 to such filing filed with the SEC on January 26, 2024 by BlackRock, Inc. and certain subsidiaries. We and our affiliates engage in ordinary course trading, brokerage, asset management or other transactions or arrangements with, and provide ordinary course investment banking, lending or other financial services to, BlackRock, Inc. and its affiliates, related entities and clients. These transactions are negotiated on arm’s-length bases and contain customary terms and conditions. Affiliates of BlackRock, Inc. are investment managers for certain investment options under our 401(k) Plan and certain GS Pension Plan assets and certain tax qualified plans for employees of certain of our affiliates, including The 401(k) Savings Plan. In the case of The 401(k) Savings Plan, a third-party investment manager who is not affiliated with GS is responsible for fund selection and selected the BlackRock mutual fund.assets. BlackRock’s affiliates’ engagement is unrelated to BlackRock’s Common Stock ownership. In addition, their fees resulted from arm’s-length negotiations, and we believe they are reasonable in amount and reflect market terms and conditions. |
| (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, and 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) Plan. State Street Global Advisors’ engagements are unrelated to State Street’s Common Stock ownership. Their fees resulted from arm’s-length negotiations, and we believe they are reasonable in amount and reflect market terms and conditions. |
| (c) | This information has been derived from the Schedule 13G filed with the SEC on February 10, 2016, Amendment No. 1 to such filing filed with the SEC on February 13, 2017, Amendment No. 2 to such filing filed with the SEC on February 9, 2018, Amendment No. 3 to such filing filed with the SEC on February 11, 2019, Amendment No. 4 to such filing filed with the SEC on February 12, 2020, Amendment No. 5 to such filing filed with the SEC on February 10, 2021, Amendment No. 6 to such filing filed with the SEC on February 9, 2022, and Amendment No. 7 to such filing filed with the SEC on February 9, 2023 and Amendment No. 8 to such filing filed with the SEC on February 13, 2024 by The Vanguard Group and certain subsidiaries. We and our affiliates engage in ordinary course trading, asset management, arrangements relating to the placement of the firm’s investment funds or other transactions or arrangements with, and may from time to time provide other ordinary course lending or other financial services to, The Vanguard Group and its affiliates, related entities and clients. These transactions are negotiated on arm’s-length bases and contain customary terms and conditions. The Vanguard Group is an investment manager to mutual funds that are investment options in our 401(k) Plan and certain tax qualified plans for employees of certain of our affiliates, including The 401(k) Savings Plan and the GreenSky Trade Credit LLC 401(k) Plan and the NN Investment Partners North America LLC 401(k) Profit Sharing Plan. The selection of the Vanguard mutual funds as investment options for each plan is unrelated to Vanguard’s Common Stock ownership. In the case of The 401(k) Savings Plan and the GreenSky Trade Credit LLC 401(k) Plan, a third-party investment manager who is not affiliated with GS is responsible for fund selection and selected the Vanguard mutual funds. We believe that the fees paid to The Vanguard Group through the Vanguard mutual funds are the same as the fees that are paid by the other holders of the same share classes of those funds. |
| | | | | | 102 | | GOLDMAN SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
ADDITIONAL INFORMATION Additional Information How to Contact Us Across our shareholder base there is a wide variety of viewpoints about matters affecting our firm. We meet and speak with our shareholders and other stakeholders throughout the year. Board-level engagement is led by our Lead Director and may include other directors as appropriate. Any interested party may contact us through the following channels: | | | | | | | | | OUR DIRECTORS | | INVESTOR RELATIONS | | | | | | | | OUR DIRECTORS
| | INVESTOR RELATIONS
| | BUSINESS INTEGRITY PROGRAM | | | | | | Communicate with our directors,
including our Lead Director,
Committee
Chairs or Independent Directors
as a group Mail correspondence to: John F.W.F. W. Rogers Secretary to the Board of Directors The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282 | | Reach out to our Investor Relations team
at any time Email: gs-investor-relations@gs.com Phone: (+1) 212-902-0300 | | You may contact us, or any member
of our Board upon request, in each case
in a confidential or anonymous manner,
through the firm’s reporting hotline
under our Policy on Reporting of Concerns
Regarding Accounting and Other Matters
Phone: (+1) 866-520-4056 Policy is available on our website at at www.gs.com/business-integrity-program
| | | | | |
Corporate Governance and Other Materials Available on our Website On our website (www.gs.com/shareholders) under the heading “Corporate Governance,” you can find, among other things, our: | | ∎ | | Restated Certificate of Incorporation |
| | ∎ | | Amended and Restated By-Laws |
| | ∎ | | Corporate Governance Guidelines |
| | ∎ | | Code of Business Conduct and Ethics |
| | ∎ | | Policy Regarding Director Independence Determinations |
| | ∎ | | Charters of our Audit, Compensation, Governance, Public Responsibilities and Risk Committees |
| | ∎ | | Compensation Principles |
| | ∎ | | Statement on Policy Engagement and Political Participation 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 Reporting (including Sustainability, People Strategy, pay equity information, SASB and TCFD reporting) and Environmental Policy Framework |
| | ∎ | | Audit Report: Goldman Sachs’ Efforts To Advance Equity and Opportunity for Underserved Communities |
| | ∎ | | Report on Review of Arbitration Program |
| | ∎ | | Report on Vesting of Equity-Based Awards Due to Voluntary Resignation to Enter Government Service
|
| ∎ | | Statement on Human Rights and Statement on Modern Slavery and Human Trafficking |
| | ∎ | | Business Principles and Core Values |
References to our website or other links to our publications or other information are provided for the convenience of our shareholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC. | | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
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ADDITIONAL INFORMATION Compensation Committee Interlocks and Insider Participation No member of our Compensation Committee is or has been an officer or employee of Goldman Sachs. No member of our Compensation Committee or our Board is, or was in 2022,2023, an executive officer of another entity at which one of our executive officers serves, or served in 2022,2023, 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. Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership of, and transactions in, our equity securities with the SEC. Our directors and executive officers are also required to furnish us with copies of all such Section 16(a) reports if not filed by the firm on their behalf. The reports are published on our website at www.gs.com/shareholders. Based on a review of the copies of these reports, and on written representations from our reporting persons, we believe that all such reports that were required to be filed under Section 16(a) during 20222023 were timely filed other than a Form 4 filing for Ericka Leslie relating to a sale of Common Stock, which was filed late due to an administrative error and was corrected promptly following the identification of the error.filed. Incorporation by Reference Only the following sections of this Proxy Statement shall be deemed incorporated by reference into our 20222023 Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14 thereof: Corporate Governance—Item 1. Election of Directors—Our Directors; Corporate Governance—Item 1. Election of Directors—Independence of Directors; Corporate Governance—Structure of our Board and Governance Practices—Our Board Committees—Audit; Compensation Matters—Compensation Discussion and Analysis; Compensation Matters—Executive Compensation; Compensation Matters—Compensation Committee Report; Compensation Matters—Pay Ratio Disclosure; Compensation Matters—Director Compensation Program; Audit Matters—Item 4.3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023;2024; Certain Relationships and Related Transactions; Beneficial Ownership; Additional Information—Compensation Committee Interlocks and Insider Participation; Additional Information— Delinquent Section 16(a) Reports; Frequently Asked Questions—How do I obtain more information about Goldman Sachs? and Frequently Asked Questions—How can I submit nominees (such as through proxy access) or shareholder proposals in accordance with our By-Laws? To the extent that this Proxy Statement is incorporated by reference into any other filing by Goldman Sachs under either the U.S. Securities Act of 1933, as amended, or the Exchange Act, the sections of this Proxy Statement entitled “Compensation Committee Report” and “Report of our Audit Committee” (to the extent permitted by the rules of the SEC) will not be deemed incorporated into any such filing, unless specifically provided otherwise in such filing. Other Business As of the date hereof, there are no other matters that our Board intends to present, or has reason to believe others will present, at our Annual Meeting. If other matters come before our Annual Meeting, the persons named in the accompanying form of proxy will vote in accordance with their best judgment with respect to such matters. | | | | | | 104 | | GOLDMAN SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
FREQUENTLY ASKED QUESTIONS Frequently Asked Questions What are some common terms and acronyms used in this Proxy Statement? | | | | | Annual Meeting | | Goldman Sachs Annual Meeting of Shareholders to be held on April 26, 202324, 2024 | | | 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 | | | By-Laws | | Amended and Restated By-Laws | | | CD&A | | Compensation Discussion and Analysis | | | CET1 | | Common equity tier one capital | | | CLO | | Chief Legal Officer | | | Common Stock | | Common shares of The Goldman Sachs Group, Inc. | | | CRO | | Chief Risk Officer | | | EPS | | Diluted Earnings Per Common Share | | | ESG | | Environmental, social and governance | | | Exchange Act | | U.S. Securities Exchange Act of 1934, as amended | | | Executive
| | Our Chief Executive Officer (CEO), our Chief Operating Officer (COO) and our Chief Financial Officer (CFO) | | | Goldman Sachs, our firm,
we, us, GS and our | | The Goldman Sachs Group, Inc., a Delaware corporation, and its consolidated subsidiaries | | | Governance Committee | | Corporate Governance and Nominating Committee | | | GS Gives | | Goldman Sachs Gives | | | HCM | | Human Capital Management | | | IR | | Investor Relations | | | NEO | | Named Executive Officer. For 2022,2023, our NEOs are: David Solomon, John Waldron, Denis Coleman, Kathryn Ruemmler and Philip Berlinski and Kathryn Ruemmler | | | NYSE | | New York Stock Exchange | | | Peers | | Our Peers consist of our U.S. Peers (Bank of America Corporation (BAC), Citigroup Inc. (C), JPMorgan Chase & Co. (JPM), Morgan Stanley (MS), The Bank of New York Mellon Corporation (BK) and Wells Fargo & Company (WFC)) and our European Peers (Barclays PLC (BARC), Credit Suisse Group AG (CS), Deutsche Bank AG (DB) and UBS Group AG (UBS)) | | | PMD | | Participating Managing Director | | | Proxy Statement | | Goldman Sachs Proxy Statement filed with the SEC in connection with the 20232024 Annual Meeting | | | PSU | | Performance-based RSU | | | PwC | | PricewaterhouseCoopers LLP | | | ROE | | Return on Average Common Shareholders’ Equity | | | ROTE | | Return on Average Tangible Common Shareholders’ Equity | | | RSU | | Restricted stock unit | | | Say on Pay Vote | | Our annual advisory vote to approve NEO compensation | | | SEC | | U.S. Securities and Exchange Commission | | | Shares at Risk | | Shares (generally after applicable tax withholding) that are subject to transfer restrictions, which generally prohibit the sale, transfer, hedging or pledging of underlying Shares at Risk, even if the NEO leaves our firm (subject to limited exceptions) | | | SVC Awards | | Shareholder Value Creation Awards | | | TSR | | Total Shareholder Return, including dividends reinvested without payment of any commission |
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| | 105 |
FREQUENTLY ASKED QUESTIONS When and where is our Annual Meeting? We will be holding our Annual Meeting on Wednesday, April 26, 2023,24, 2024, at 8:30 a.m., DallasSalt Lake City time, at the Fairmont Dallas, locatedour office at 1717 N. Akard222 South Main Street, Dallas, Texas 75201.14th Floor, Salt Lake City, Utah 84101. Upon arrival, please follow Annual Meeting signage for security and entry into the meeting. How can I attend our Annual Meeting? Shareholders as of the record date and/or their authorized representatives are permitted to attend our Annual Meeting in person by following the procedures in our Proxy Statement. Our Annual Meeting is handicapheld in an accessible and hearingfacility; 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 atwww.gs.com/proxymaterials. Anyone can listen to the Annual Meeting through the webcast, but you will not be able to participate in the meeting. What is included in our proxy materials? Our proxy materials, which are available on our website atwww.gs.com/proxymaterials, include: | | ∎ | | Our Notice of 20232024 Annual Meeting of Shareholders; | |
| | ∎ | | Our Proxy Statement; and | |
| | ∎ | | Our 20222023 Annual Report to Shareholders. | |
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. 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 17, 2023,15, 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 20222023 Annual Report to Shareholders, which will be sent on or about March 21, 2023.19, 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 received.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 27, 2023. | 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 his or hertheir 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 Beverly O’Toole atus via 1-212-357-1584 or Beverly.OToole@gs.comshareholderproposals@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. | | | | | 106 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
| | |
FREQUENTLY ASKED QUESTIONS
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 February 27, 2023,26, 2024, the record date for our Annual Meeting. As of February 27, 2023,26, 2024, there were 333,794,818324,527,112 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.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 43078 Providence, 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. 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. | | | | | | | | | | | If You are a Shareholder of Record | | If You are a Beneficial Owner of Shares Held in Street Name | | | | By Internet(a)
(24 hours a day) | | www.proxyvote.com | | www.proxyvote.com | | | | By Telephone(a)
(24 hours a day) | | 1-800-690-6903 | | 1-800-454-8683 | | | | By Mail | | Return a properly executed and dated proxy card in the pre-paid envelope we have provided | | Return a properly executed and dated voting instruction form by mail, depending upon the method(s) your bank, brokerage firm, broker-dealer or other similar organization makes available | | | | At our Annual
| | Instructions on attending our Annual Meeting in person can be found above | | To do so, you will need to bring a valid “legal proxy.” You can obtain a legal proxy by contacting your account representative at the bank, brokerage firm, broker-dealer or other similar organization through which you hold your shares. Additional instructions on attending our Annual Meeting in person can be found above |
| (a) | Internet and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders to give their voting instructions and confirm that shareholders’ instructions have been recorded properly. We have been advised that the Internet and telephone voting procedures that have been made available to you are consistent with applicable legal requirements. Shareholders voting by Internet or telephone should understand that, while we and Broadridge Financial Solutions, Inc. (Broadridge) do not charge any fees for voting by Internet or telephone, there may still be costs, such as usage charges from Internet access providers and telephone companies, for which you are responsible. |
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FREQUENTLY ASKED QUESTIONS Can I change my vote after I have voted? You can revoke your proxy at any time before it is voted at our Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable. You can revoke your vote: | | ∎ | | By voting again by Internet or by telephone (only your last Internet or telephone proxy submitted prior to the meeting will be counted); | |
| | ∎ | | By signing and returning a new proxy card with a later date; | |
| | ∎ | | By obtaining a “legal proxy” from your account representative at the bank, brokerage firm, broker-dealer or other similar organization through which you hold shares; or | |
| | ∎ | | By attending and voting at our Annual Meeting. | |
You may also revoke your proxy by giving written notice of revocation to John F.W. Rogers, Secretary to the Board of Directors, at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282, which must be received no later than 5:00 p.m., Eastern Time, on April 25, 2023.23, 2024. If you intend to revoke your proxy by providing such written notice, we advise that you also send a copy via email toBeverly.OToole@gs.com shareholderproposals@gs.com. Please ensure to confirm receipt of your revocation. 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 Record.Our shareholders have the opportunity to confirm that their vote was cast in accordance with their instructions. Vote confirmation is consistent with our commitment to sound corporate governance practices and a key means to increase transparency. Vote confirmation is available 24 hours after your vote is received beginning on April 11, 2023,9, 2024, with the final vote tabulation available through June 26, 2023.24, 2024. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log ontowww.proxyvote.com using the control number we have provided to you and receive confirmation on how your vote was cast. Beneficial Owner of Shares Held in Street Name. 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 other entity allocated the correct number of shares to you. How can I obtain an additional proxy card? Shareholders of record can contact our Investor Relations team at The Goldman Sachs Group, Inc., 200 West Street, 29th Floor, New York, New York 10282, Attn: Investor Relations, telephone: 1-212-902-0300, email: gs-investor-relations@gs.com. 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.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 Name.If your bank, brokerage firm, broker-dealer or other similar organization does not receive specific voting instructions from you, how your shares may be voted will depend on the type of proposal. | | ∎ | | Ratification of Independent Registered Public Accounting FirmFirm.. For the ratification of the appointment of our independent registered public accounting firm, NYSE rules provide that brokers (other than brokers that are affiliated with Goldman Sachs) that have not received voting instructions |
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FREQUENTLY ASKED QUESTIONS | | from their customers ten days before the meeting date may vote their customers’ shares in the brokers’ discretion on the ratification of our independent registered public accounting firm. This is known as broker-discretionary voting. |
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| | |
FREQUENTLY ASKED QUESTIONS
| | » | | If your broker is Goldman Sachs & Co. LLC or another affiliate of ours, NYSE policy specifies that, in the absence of your specific voting instructions, your shares of Common Stock may only be voted in the same proportion as other shares are voted with respect to the proposal. |
| | » | | For shares of Common Stock held in retail accounts at Goldman Sachs & Co. LLC for which specific voting instructions are not received, we will vote such shares in proportion to the voted shares of Common Stock in retail accounts at Goldman Sachs & Co. LLC. |
| | ∎ | | All other mattersmatters.. All other proposals are “non-discretionary“non-discretionary matters” under NYSE rules, which means your bank, brokerage firm, broker-dealer or other similar organization may not vote your shares without voting instructions from you. Therefore, you must give your broker instructions in order for your vote to be counted. |
Participants in our 401(k) PlanPlan.. If you sign and return the voting instruction form but otherwise leave it blank or if you do not otherwise provide voting instructions to the 401(k) Plan trustee by mail, Internet or telephone, your shares will be voted in the same proportion as the shares held under the 401(k) Plan for which instructions are received, unless otherwise required by law. What is 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 February 27, 2023,26, 2024, present in person or represented by proxy and entitled to vote, will constitute a quorum. Abstentions and broker non-votes are treated as present for quorum purposes. 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 February 27, 2023, 9,795,65226, 2024, 7,971,568 shares of Common Stock were beneficially owned by the parties to the Shareholders’ Agreement. Each person who is a party to our Shareholders’ Agreement disclaims beneficial ownership of the shares subject to the agreement that are owned by any other party. As of February 27, 2023, 9,069,93826, 2024, 7,322,017 of the outstanding shares of Common Stock that were held by parties to our Shareholders’ Agreement were subject to the voting provisions of our Shareholders’ Agreement (representing approximately 2.72%2.26% of the outstanding shares entitled to vote at our Annual Meeting). The preliminary vote with respect to the voting shares will be concluded on or about April 14, 2023.12, 2024. 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. | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | 109 |
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. How do I inspect the list of shareholders of record?
A list of the shareholders of record as of February 27, 2023 will be available for inspection during ordinary business hours at our headquarters at 200 West Street, New York, New York 10282, from April 16, 2023 to April 25, 2023, as well as at our Annual Meeting.
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FREQUENTLY ASKED QUESTIONS
What vote is required for adoption or approval of each matter to be voted on? | | | | | | | | | Proposal | | Vote Required | | Directors’ Recommendation | | | | Election of Directors | | Majority of the votes cast FOR or AGAINST (for each director nominee) | | FOR all nominees Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the election of our director nominees | | | | Advisory Vote to Approve Executive Compensation
(Say on Pay) | | Majority of the shares present in person or represented by proxy and entitled to vote on the matter | | FOR the resolution approving the Executive Compensation of our NEOs Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the resolution | | | | Advisory Vote on the Frequency
of Say on Pay Votes
| | Majority of the shares present in person or represented by proxy
| | FOR Say on Pay votes EVERY YEAR
Unless a contrary choice is specified, proxies solicited by our Board will be voted for the EVERY YEAR option
| | | | Ratification of PwC as Our Independent Registered Public Accounting Firm for 20232024 | | Majority of the shares present in person or represented by proxy and entitled to vote on the matter | | FOR the ratification of the appointment of PwC Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratification of the appointment | | | | Shareholder Proposals | | Majority of the shares present in person or represented by proxy (for each shareholder proposal) and entitled to vote on the matter | | AGAINST each shareholder proposal Unless a contrary choice is specified, proxies solicited by our Board will be voted AGAINST each shareholder proposal |
What are my choices for casting my vote on each matter to be voted on? | | | | | | | | | | | | | | | | Proposal | | Voting Options | | Effect of Abstentions | | Broker
Discretionary
Voting Allowed? | | Effect of
Non-Votes | | | | | | Election of Directors | | FOR, AGAINST
or ABSTAIN (for each director nominee) | | No effect - not counted as
as a “vote cast” | | No | | No effect | | | | | | Advisory Vote to Approve Executive Compensation (Say
(Say on Pay) | | FOR, AGAINST
or ABSTAIN | | Treated as a vote AGAINST
the proposal | | No | | No effect | | | | | | Advisory Vote on the
Frequency of Say on Pay Votes
| | For EVERY YEAR (1 YEAR), EVERY TWO YEARS (2 YEARS),
EVERY THREE YEARS (3 YEARS), or ABSTAIN
| | Treated as not expressing a frequency preference (equivalent to a vote “against” each frequency)
| | No
| | No effect
| | | | | | Ratification of PwC as Our Independent Registered Public Accounting Firm for 20232024 | | FOR, AGAINST
or ABSTAIN | | Treated as a vote AGAINST
the proposal | | Yes | | Not applicable | | | | | | Shareholder Proposals | | FOR, AGAINST
or ABSTAIN (for each shareholder proposal) | | Treated as a vote AGAINST
the proposal | | No | | No effect |
| | | | | 110 | | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
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. | | |
FREQUENTLY ASKED QUESTIONS
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. | | | | | 110 | | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
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 chose to abstain from voting on the advisory vote on the frequency of Say on Pay vote, your abstention will have the effect of voting AGAINST each frequency. 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? An advisory vote on the frequency of Say on Pay votes is Item 3 of this Proxy Statement. After this meeting, theThe next advisory vote on the frequency of Say on Pay votes will be held no later than our 2029 Annual Meeting of Shareholders.
How do I obtain more information about Goldman Sachs? A copy of our 20222023 Annual Report to Shareholders accompanies this Proxy Statement. You also may obtain, free of charge, a copy of that document, our 20222023 Annual Report on Form 10-K, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, our Director Independence Policy and the charters for our Audit, Compensation, Governance, Public Responsibilities and Risk Committees by writing to: The Goldman Sachs Group, Inc., 200 West Street, 29th Floor, New York, New York 10282, Attn: Investor Relations; email:gs-investor-relations@gs.com gs-investor- relations@gs.com. These documents, as well as other information about Goldman Sachs, are also available on our website atwww.gs.com/ www. gs.com/shareholders. How do I sign up for electronic delivery of proxy materials? This Proxy Statement and our 20222023 Annual Report to Shareholders are available on our website at:www.gs.com/ www. gs.com/proxymaterials. If you would like to help reduce our costs of printing and mailing future materials, you can agree to access these documents in the future over the Internet rather than receiving printed copies in the mail. You may do so when you vote throughwww.proxyvote.com www.proxyvote. com or atwww.investordelivery.com and by following the instructions. Once you sign up, you will continue to receive proxy materials electronically until you revoke this preference. Who pays the expenses of this proxy solicitation? Our proxy materials are being used by our Board in connection with the solicitation of proxies for our Annual Meeting. We pay the expenses of the preparation of proxy materials and the solicitation of proxies for our Annual Meeting. In addition to the solicitation of proxies by mail, certain of our directors, officers or employees may solicit 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, 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, to assist in the solicitation and distribution of proxies, for which they will receive a fee of $25,000, as well as reimbursement for certain out-of-pocket costs and expenses. We will reimburse brokers, including Goldman Sachs & Co. LLC and other similar institutions, for costs incurred by them in mailing proxy materials to beneficial owners. What is “householding”? In accordance with a notice sent to certain street name shareholders of Common Stock who share a single address, shareholders at a single address will receive only one copy of this Proxy Statement and our 20222023 Annual Report to Shareholders unless we have previously received contrary instructions. This practice, known as “householding,” is designed to reduce our printing and postage costs. We currently do not “household” for shareholders of record. If your household received a single set of proxy materials, but you would prefer to receive a separate copy of this Proxy Statement or our 20222023 Annual Report to Shareholders, you may contact us at The Goldman Sachs Group, Inc., 200 West Street, 29th Floor, New York, New York 10282, Attn: Investor Relations, telephone: 1-212-902-0300, email: 1-212-902-0300, email: gs-investor-relations@gs.comgs-investor- relations@gs.com, and we will deliver those documents to you promptly upon receiving the request. You may request or discontinue householding in the future by contacting the broker, bank or similar institution through which you hold your shares. You may also change your householding preferences through the Broadridge Householding Election system at 1-866-540-7095 using the control number we have provided to you. | | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | 111 |
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 20242025 Annual Meeting of Shareholders? Shareholders who, in accordance with the SEC’s Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our 20242025 Annual Meeting of Shareholders must submit their proposals to John F.W. Rogers, Secretary to the Board of Directors, via email at shareholderproposals@gs.com or by mail at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282. Proposals must be received on or before Saturday,Friday, November 18, 2023.15, 2024. Please ensure that receipt of your proposal is confirmed. As the rules of the SEC make clear, however, simply submitting a proposal does not guarantee its inclusion. How can I submit nominees (such as through proxy access) or shareholder proposals in accordance with our By-Laws? Shareholders who wish to submit a “proxy access” nomination for inclusion in our proxy statement in connection with our 20242025 Annual Meeting of Shareholders may do so by submitting in writing a Nomination Notice, in compliance with the procedures and along with the other information required by our By-Laws, to John F.W. Rogers, Secretary to the Board of Directors, via email at shareholderproposals@gs.comor by mail at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282, no earlier than October 19, 202316, 2024 and no later than November 18, 2023.15, 2024. Please ensure that receipt of your submission is confirmed. 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 20242025 Annual Meeting of Shareholders, a shareholder’s notice of the matter that the shareholder wishes to present must be delivered to John F.W. Rogers, Secretary to the Board of Directors, in compliance with the procedures and along with the other information required by our By-Laws, via email at shareholderproposals@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 20232024 Annual Meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of our By-Laws (and not pursuant to the SEC’s Rule 14a-8) must be received no earlier than December 28, 202325, 2024 and no later than January 27, 2024.24, 2025. Please ensure that receipt of your submission is confirmed. Shareholders providing notice to the company under the SEC’s rule Rule 14a-19 who intend to solicit proxies in support of nominees submitted under our advance notice By-Laws for the 20242025 Annual Meeting must comply with this deadline, the requirements of our By-Laws and the additional requirements of Rule 14a-19(b). | | | | | | 112 | | GOLDMAN SACHSGoldman Sachs | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERSProxy Statement for the 2024 Annual Meeting of Shareholders | | |
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: | | | | | | | Unaudited ($ in Millions) | | Average for the Year
Ended December 31, 2023 | | | | | Total shareholders’ equity | | | 116,699 | | | | | Preferred stock | | | (10,895) | | | | | Common shareholders’ equity | | | 105,804 | | | | | Goodwill | | | (6,147) | | | | | Identifiable intangible assets | | | (1,736) | | | | | Tangible common shareholders’ equity | | | 97,921 | |
Impact of Selected Items and FDIC Special Assessment Fee | | | | | | | | $ in Millions, Except Per Share Amounts | | For the Year Ended
December 31, 20222023 | | | | | Pre-tax earnings: | | | | | | | Total shareholders’ equity
| | 115,990 | | | Preferred stock
| | (10,703) | | | Common shareholders’ equity
| | 105,287 | | | Goodwill AWM historical principal investments
| | (5,726) | $(2,076) | | | | Identifiable intangible assets GreenSky
| | (1,583) | (1,227) | | | | Tangible common shareholders’ equity Marcus loans portfolio
| | 97,978 | 233 | | | | Personal Financial Management (PFM) | | | 276 | | | | General Motors (GM) Card | | | (65) | | | | FDIC special assessment fee | | | (529) | | | | | Total impact to pre-tax earnings | | | $(3,388) | | | | | Impact to net earnings | | | $(2,781) | | | | | Impact to EPS | | | $(8.04) | | | | | Impact to ROE | | | (2.6)pp | |
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- | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | A-1 |
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. | | | | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHSA-2
| | A Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | | |
ANNEX B: ADDITIONAL DETAILS ON DIRECTOR INDEPENDENCE Annex B: Additional Details on Director Independence Set forth below is detailed information regarding certain categories of transactions reviewed and considered by our Governance Committee and our Board in making independence determinations, which our Board has determined are immaterial under our Director Independence Policy. | | | | | | | | | | | | Category (Revenues, (Revenues, payments or donations
by our firm
must not exceed the
greater of $1 million or 2% of the
entity’s consolidated gross revenues)
revenues (CGR)) | | Position During
2022 | | Director | | Percent of 20222023 CGR | | | | | Ordinary Course Business
Transactions(last (last 3 years) Between Goldman Sachs and an entity with which a director or his or hertheir immediate family member is or was affiliated as specified | | Executive Officer
(for-profit entity) | | ∎Harris ∎Mittal and his family member(s) ∎Ogunlesi Montag ∎Uhl Ogunlesi | | Aggregate 20222023 revenues to us from, or payments by us to, any such entity, if any, in each case did not exceed 0.4%0.20% of such other entity’s 20222023 consolidated gross revenues | | | | | | | Employee (for
profit entity) | | None | | N/A | | | | | | | | Officer/Employee
(not-for-profit
entity) | | ∎FaustNone
| | Aggregate 2022 revenues to us from, or payments by us to, any such entity, if any, in each case did not exceed 0.1% of such other entity’s 2022 consolidated gross revenuesN/A | | | | | Charitable Donations(during 2022) (during 2023) Made in the ordinary course by Goldman Sachs (including our matching gift program), The Goldman Sachs Foundation or the donor advised funds under GS Gives program | | Officer/
Employee/
Trustee/Board Member
Member (not-for-(not-for-profit
profit entity) | | Generally all independent directors and certain of their family members | | Aggregate 20222023 donations by us to such organization, if any, in each case did not exceed $425,000 or did not exceed 1.6%0.70% of such other organization’s 20222023 consolidated gross revenues | | | | | Client Relationships(last (last 3 years) Director or his or her immediate family member is a client on substantially the same terms as other similarly situated clients (for example, brokerage accounts and investment in funds managed or sponsored by us in those accounts) | | N/A | | ∎Burns and her family member(s) ∎Harris and her family member(s) ∎Kullman and her family member(s) ∎Mittal and his family member(s) ∎ Montag and his family member(s) ∎Ogunlesi and his family member(s) ∎Oppenheimer and his family member(s) ∎Tighe and her family member(s) ∎Viniar and his family member(s) ∎Winkelman and his family member(s)
| | Aggregate 20222023 revenues to us from each of these accounts did not exceed 0.01% of our 20222023 consolidated gross revenues |
| | | | | | | | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | BB-1 |
DIRECTIONS TO OUR 20232024 ANNUAL MEETING OF SHAREHOLDERS Directions to our 20232024 Annual Meeting of Shareholders Located at the Fairmont Dallasour office at: 1717 N. Akard222 South Main Street
Dallas, Texas 7520114th Floor
Salt Lake City, Utah 84101 Please follow signage for the Annual Meeting signagein the building lobby for security and entry into the meeting.entry. Public Transport | | ∎ | | Driving DirectionsTRAX stop located at: Gallivan Plaza, Main Street at 275 South, Salt Lake City
|
Driving Directions From Dallas-Fort Worth (DFW) Airport:SLC International Airport | | ∎ | | Follow the signs to Dallas from either theHead west on North or South exits
|
| ∎ | | North exit is Hwy 114 to I-35E South
|
| ∎ | | South exit is 183 to I-35E South
|
| ∎ | | Continue on I-35E South; Exit 75/Sherman
|
| ∎ | | Take first exit, Field/Griffin; merge onto GriffinTerminal Drive
|
| | ∎ | | Continue straight and turnmake slight right onto Terminal Drive |
| ∎ | | Continue straight on Terminal Drive |
| ∎ | | 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 RossI-80 East |
| ∎ | | Take exit 121 for 600 South |
| | ∎ | | Turn left onto N. Akard; the hotel is immediately on the left |
From the West:
| ∎ | | Take I-30 east, exit I-35E North
|
| ∎ | | Take first exit, Field/Griffin exit; merge onto Griffin
|
| ∎ | | Continue straight and turn left onto Ross
|
| ∎ | | Turn left onto N. Akard; the hotel is immediately on the left
|
From the East:
| ∎ | | Take the Ervay exit; turn right onto Ervay
|
| ∎ | | Continue straight for approximately 14 blocks; the hotel is on the left
|
From the North:
| ∎ | | Take Central Expressway (Hwy 75) south
|
| ∎ | | Take the Ross Avenue exit; turn right onto RossWest Temple
|
| | ∎ | | Turn right onto N. Akard, the hotel is immediately on the left200 South |
FromParking is available at the South:ABM Parking Garage (on 200 South between West Temple and Main Street near Hotel Monaco)
| | | | | | | ∎ Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | | Take Hwy 67 north to I-35E northC-1
|
| ∎ | | Take first exit, Field/Griffin; merge onto Griffin
|
| ∎ | | Continue straight and turn left onto Ross
|
| ∎ | | Turn left onto N. Akard; the hotel is immediately on the left
|
| | | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
| | C |
This proxy is printed using vegetable-based inks on chlorine free paper that contains recycled content, is FSC® certified and made with 10% post-consumer waste.elemental chlorine-free paper.
 THE GOLDMAN SACHS GROUP, INC. 200 WEST STREET NEW YORK, NEW YORK 10282  THE GOLDMAN SACHS GROUP, INC. ANNUAL MEETING FOR HOLDERS AS OF 2/27/2326/24 TO BE HELD ON 4/26/2324/24 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 23, 202321, 2024 and (ii) for all other shares, up until 11:59 p.m. Eastern Time on April 25, 2023.23, 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 23, 202321, 2024 and (ii) for all other shares, up until 11:59 p.m. Eastern Time on April 25, 2023.23, 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 18, 202316, 2024 to ensure timely receipt. If you vote by Internet or by telephone, please do NOT mail back the proxy card below. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D96343-Z84402-Z84403-P87259V30019-Z87020-Z87019-P06294 KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — DETACH AND RETURN THIS PORTION ONLY 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
| | 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. | | Adebayo OgunlesiThomas Montag | | ☐ | | ☐ | | ☐ | | | | | | | | | 1h. | | Peter Oppenheimer | | ☐ | | ☐ | | ☐ | | | | | | | | | 1i. | | David Solomon | | ☐ | | ☐ | | ☐ | | | | | | | | | 1j. | | Jan Tighe | | ☐ | | ☐ | | ☐ | | | | | | | | | 1k. | | Jessica UhlDavid Viniar | | ☐ | | ☐ | | ☐ | | | | | | | | | 1l. | | David Viniar | | ☐ | | ☐ | | ☐ | | | | | The Board of Directors recommends you vote FOR proposal 2: proposals 2 and 3: | | For
| | Against | | Abstain | | | | | | |  | | | | | | 2. | | Advisory Vote to Approve Executive Compensation (Say on Pay) | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | | | For
| | Against | | | | | | | | Abstain | 3. | | Ratification of PricewaterhouseCoopers LLP as our Independent Registered
Public Accounting Firm for 2024 | | ☐ | | ☐ | | ☐ | The Board of Directors recommends you vote 1 Year on
proposal 3:AGAINST proposals 4-12: | | 1 Year
| | 2 Years | | 3 YearsAgainst
| | Abstain | 3.4. | | Advisory Vote on the Frequency of Say on PayShareholder Proposal Regarding a Policy for an Independent Chair | | ☐ | | ☐ | | ☐ | | 5. | | Shareholder Proposal Regarding a Transparency In Lobbying Report | | ☐ | | ☐ | | ☐ | | | | | | 6. | | Shareholder Proposal Regarding Outcome Report on Efforts Regarding
Protected Classes of Employees | | ☐ | | ☐ | | ☐ | | | | | | The Board of Directors recommends you vote FOR
proposal 4: | | | | For
| | Against | | Abstain | 4.
7. | | Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for 2023 | | ☐Shareholder Proposal Regarding Environmental Justice Impact Assessment
| | ☐ | | ☐ | | ☐ | | | | | | The Board of Directors recommends you vote AGAINST proposals 5-12: | | For | | Against8.
| | Abstain | 5. | | Shareholder Proposal Regarding a Report on Lobbying | | | | ☐ | | ☐ | | ☐ | | | | | | | 6. | | Shareholder Proposal Regarding a Policy for an Independent Chair | | | | ☐ | | ☐ | | ☐ | | | | | | 7. | | Shareholder Proposal Regarding Chinese CongruencyDisclosure of Certain ETFsClean Energy Supply Financing Ratio | | ☐ | | ☐ | | ☐ | | | | | | 8.9. | | Shareholder Proposal Regarding a Racial Equity AuditGSAM Proxy Voting Review | | ☐ | | ☐ | | ☐ | | | | | | 9.10. | | Shareholder Proposal Regarding a Policy to Phase Out Fossil Fuel-Related Lending & Underwriting ActivitiesReport on Financial Statement Assumptions Regarding Climate Change | | ☐ | | ☐ | | ☐ | | | | | | 10.11. | | Shareholder Proposal Regarding Disclosure of 2030 Absolute Greenhouse Gas Reduction GoalsPay Equity Reporting | | ☐ | | ☐ | | ☐ | | | | | | 11. | | Shareholder Proposal Regarding Climate Transition Report
| | ☐ | | ☐ | | ☐ | | | | | | | 12. | | Shareholder Proposal Regarding Reporting on Pay EquityDirector Election Resignation Bylaw | | ☐ | | ☐ | | ☐ |
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 20222023 Annual Report to Shareholders are available at: www.proxyvote.com — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — D96344-Z84402-Z84403-P87259V30020-Z87020-Z87019-P06294
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| | THE GOLDMAN SACHS GROUP, INC. ANNUAL MEETING: APRIL 26, 202324, 2024 | | |
This proxy is solicited on behalf of the Board of Directors The undersigned hereby appoints David Solomon and Adebayo 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 20232024 Annual Meeting of Shareholders to be held on April 26, 202324, 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 20232024 Annual Meeting of Shareholders, the Proxy Statement in connection with such meeting and the 20222023 Annual Report to Shareholdersis 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"“FOR” Proposals (1), (2), (4) and "1 year" on Proposal (3), "AGAINST"“AGAINST” Proposals (4), (5), (6), (7), (8), (9), (10), (11) and (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 25, 2023.23, 2024. Parties to the Goldman Sachs Shareholders'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'sundersigned’s account as of the February 27, 202326, 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 23, 2023.21, 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. | |
