UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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The Goldman Sachs Group, Inc.

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The Goldman Sachs Group, Inc.

ANNUAL MEETING

OF SHAREHOLDERS

PROXY STATEMENT

2017

The Goldman Sachs Group, Inc.

The Goldman Sachs Group, Inc.

Notice of 2017 Annual Meeting of Shareholders

TIME AND DATE	8:30 a.m., local time, on Friday, April 28, 2017
PLACE	Goldman Sachs offices located at: 30 Hudson Street, Jersey City, New Jersey 07302
ITEMS OF BUSINESS	∎Election to our Board of Directors of the 11 director nominees named in the attached Proxy Statement for a one-year term ∎An advisory vote to approve executive compensation (Say on Pay) ∎An advisory vote on the frequency of Say on Pay votes ∎Ratification of the appointment of PwC as our independent registered public accounting firm for 2017 ∎Transaction of such other business as may properly come before our 2017 Annual Meeting of Shareholders
RECORD DATE	The record date for the determination of the shareholders entitled to vote at our 2017 Annual Meeting of Shareholders, or any adjournments or postponements thereof, was the close of business on February 27, 2017.
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 28, 2017. Our Proxy Statement, 2016 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials.

By Order of the Board of Directors,

Beverly L. O’Toole

Assistant Secretary

March 17, 2017

Your vote is important to us. Please exercise your shareholder right to vote. By March 17, 2017, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice includes instructions on how to access our Proxy Statement and 2016 Annual Report to Shareholders and vote online. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 21, 2017. For more information, see Frequently Asked Questions.

Table of Contents

Table of Contents

Letter from our Chairman and CEO ii

Letter from our Lead Director iii

Executive Summary 1

2017 Annual Meeting Information 1

Matters to be Voted on at our 2017 Annual Meeting 1

Performance Highlights 2

Compensation Highlights 5

Corporate Governance Highlights 8

Shareholder Engagement 11

Corporate Governance 13

Item 1. Election of Directors 13

Our Directors 13

Independence of Directors 22

Structure of our Board and Governance Practices 23

Our Board Committees 23

Board and Committee Evaluations 25

Board Leadership Structure 26

Year-Round Review of Board Composition 28

Director Orientation 29

Board Oversight of our Firm 29

Key Areas of Board Oversight 29

Commitment of our Board – 2016 Meetings 31

Compensation Matters 33

Compensation Discussion and Analysis 33

2016 NEO Compensation Determinations 33

Key Pay Practices 42

Framework for Compensation Decisions	43
Overview of Compensation Elements	46

Other Compensation Policies and Practices	48
Determinations Regarding Mr. Gary Cohn	50
GS Gives	53

Executive Compensation	54
2016 Summary Compensation Table	55
2016 Grants of Plan-Based Awards	58
2016 Outstanding Equity Awards at Fiscal Year-End	59
2016 Options Exercises and Stock Vested	59
2016 Pension Benefits	60
2016 Non-Qualified Deferred Compensation	61
Potential Payments Upon Termination or Change-In-Control	63
Report of our Compensation Committee	66
Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay)	67
Item 3. An Advisory Vote on the Frequency of Say on Pay Votes	68
Non-Employee Director Compensation Program	69
Audit Matters	72
Report of our Audit Committee	72

Item 4. Ratification of Appointment of Independent
Registered Public Accounting Firm 72

Certain Relationships and Related Transactions 74

Beneficial Ownership 77

Additional Information 80

Frequently Asked Questions 82

Annex A: Additional Details on
Director Independence A-1

Directions to our 2017 Annual Meeting
of Shareholders B-1

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        i

Letter from our Chairman and CEO

Letter from our Chairman and CEO   March 17, 2017

Fellow Shareholders:

You are cordially invited to attend the 2017 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. We will hold the meeting on Friday, April 28, 2017 at 8:30 a.m., local time, at our offices in Jersey City, New Jersey. Enclosed you will find a notice setting forth the items we expect to address during the meeting, a letter from our Lead Director, our proxy statement, a form of proxy and a copy of our 2016 annual report to our shareholders.

In our 2016 letter to our shareholders, which is included in the annual report, we discuss the firm’s performance, strategy and outlook for the future. We hope that you will find the letter informative and the themes emblematic of our commitment to providing our shareholders with long-term value.

I would like to personally thank you for your continued investment in Goldman Sachs. We look forward to welcoming many of you to our annual meeting. Your vote is important to us – even if you do not plan to attend the meeting in person, we hope your votes will be represented.

Lloyd C. Blankfein

Chairman and Chief Executive Officer

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        ii

Letter from our Lead Director

Letter from our Lead Director   March 17, 2017

To my fellow shareholders,

In numerous ways, 2016 was an eventful year both for Goldman Sachs and for the broader operating environment. It included a challenging first half of the year for the financial services industry and the capital markets, the “Brexit” vote and the U.S. presidential election. Within the firm, 2016 included the launch of a new consumer lending business, Marcus by Goldman Sachs, as well as several senior executive changes. In times of challenge and change, a board’s role in setting the “tone at the top” – providing oversight and advising on management’s strategic plans – becomes even more critical, and I am pleased to report that our Board responded in kind.

In addition to undertaking the actions I describe below, throughout the year we remained focused on our oversight of the firm’s risk management and engaged with management on its firmwide, regional and divisional strategies for growth across our businesses. Despite a challenging start to 2016, we believe that the firm’s senior management responded effectively and swiftly. As a result of their focus on operating expense discipline, the firm remains well-positioned to capitalize on opportunities as they unfold and to continue to drive long-term shareholder value.

Last year there were a number of executive succession events, which is a topic I know from my own direct engagement is of critical importance to our shareholders. At the end of 2016, we bid farewell to three distinguished executives from around the globe – Gary Cohn, Michael Sherwood and Mark Schwartz – each of whom added significant value to the firm over the course of their long-tenured careers. In addition to his many other contributions to the firm over the course of his over 25-year career, Gary’s perspective was greatly valued by the Board during his tenure as a fellow director. In light of Gary’s commencement as Director of the National Economic Council, as a Board we needed to determine how to appropriately address Gary’s historical, vested compensation arrangements in order to avoid any actual or perceived conflicts of interest given his new responsibilities in the public sector. Details regarding these determinations are summarized in the enclosed proxy statement.

These departures resulted in the elevation of several of our senior leaders to executive positions, consistent with our executive succession plan. Each year and throughout 2016, our Governance Committee met with our CEO, Lloyd Blankfein, and met separately in closed and executive sessions to review, provide input on and refine the firm’s long-term and emergency executive succession plans. Our thorough consideration of and deliberations on executive succession, coupled with the firm’s commitment to developing leaders in every area of its businesses, enabled us to act quickly and efficiently in promoting David Solomon and Harvey Schwartz to the roles of President and Co-Chief Operating Officers of the firm, as well as Richard Gnodde and Pablo Salame to the role of Vice Chairman. Further, Marty Chavez was appointed to the position of Chief Financial Officer, which he will assume in May. We look forward to working with all of these talented individuals in their new roles. These leaders have distinguished themselves throughout their careers at the firm and are representative of the firm’s deep bench of talent. We are confident in their continued success in these new positions.

In addition to executive succession planning, ensuring that the firm has an executive compensation program that appropriately incentivizes our management is one of the most important responsibilities we have as directors. To this end, during 2016 our Compensation Committee undertook a robust process to review the firm’s executive compensation structure, taking into account input from key stakeholders, including specific feedback that I received during my own engagement. As a result, our Board adopted several changes to the structure of our compensation program that are described in the proxy statement, among them, streamlining the structure and discontinuing future Long-Term Performance Incentive Plan awards.

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        iii

Letter from our Lead Director

With respect to our Board, as I have communicated to you in the past, we remain focused on ensuring that we have the right mix of skills and experiences and the appropriate balance of institutional knowledge as well as fresh perspectives to carry out our duties on behalf of shareholders. We accomplish this through a variety of means, including our annual board and director evaluation process, comprehensive re-nomination process and ongoing review of the Board’s composition and potential candidates.

As a result of these processes, we identified Ellen Kullman, who we believe brings strategic and risk-focused expertise among other attributes, which is important for our Board. Ellen is a talented business leader, having held a variety of senior roles at E.I. du Pont de Nemours and Company, including as chair and chief executive officer. She is also an experienced board member in both the public and not-for-profit sectors. Ellen joined our Board on December 21, 2016, and we are confident that the Board and firm will continue to benefit from her insight and counsel.

I would also like to take this opportunity to thank our colleagues, Debora Spar and Mark Tucker, who will each be retiring from our Board at our Annual Meeting and embarking on new professional endeavors. Debora, previously the president of Barnard College, has become the president and chief executive officer of the Lincoln Center for the Performing Arts, and Mark, who will be retiring from his role leading AIA Group Limited will become non-executive chair of HSBC in the fall.

During her nearly six years of service on our Board, we have benefited in particular from Debora’s insights relating to the firm’s people, including through her commitment to diversity and her informed advice on recruiting and retention efforts. Mark drew upon his global financial industry expertise to provide us over the course of his nearly five-year tenure on our Board with sound advice on, among other things, the firm’s strategy and risk management.

I join my fellow directors in thanking each of them for their commitment to our Board and wishing them success in their new roles.

Finally, as your Lead Director, I had an active year of engagement: in addition to the 58 Board and standing committee meetings and 21 sessions our directors held without management present as described herein, I had over 90 additional meetings, calls and engagements with the firm and its people, our shareholders, regulators and other constituents.

With that, let me conclude by reiterating that I am grateful for your support of our Board and the firm. We hope that you find this Proxy Statement informative and look forward to continuing our dialogue with you in the year to come.

Adebayo O. Ogunlesi

Lead Director

iv        Goldman Sachs  |  Proxy Statement for the 2017 Annual Meeting of Shareholders

Executive Summary | 2017 Annual Meeting Information

Executive Summary

This summary highlights certain information from our Proxy Statement for the 2017 Annual Meeting. You should read the entire Proxy Statement carefully before voting. Please refer to our glossary in Frequently Asked Questions on page 82 for definitions of certain capitalized terms.

2017 Annual Meeting Information

DATE AND TIME	PLACE	RECORD DATE	ADMISSION
8:30 a.m., local time Friday, April 28, 2017	Goldman Sachs offices located at: 30 Hudson Street, Jersey City, New Jersey	February 27, 2017	Photo identification and proof of ownership as of the record date are required to attend the Annual Meeting

For additional information about our Annual Meeting, including how to access the audio webcast, see Frequently Asked Questions.

Matters to be Voted on at our 2017 Annual Meeting

	BOARD     RECOMMENDATION	PAGE
Item 1. Election of Directors	FOR each director	13
Other Management Proposals
Item 2. Advisory Vote to Approve Executive Compensation (Say on Pay)	FOR	67
Item 3. Advisory Vote on the Frequency of Say on Pay	EVERY YEAR	68
Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2017	FOR	72

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        1

Executive Summary | Performance Highlights

Performance Highlights

We encourage you to read the following Performance Highlights as background to this Proxy Statement.

After a challenging first half of 2016, the firm performed well for the remainder of the year as the operating environment improved. We continued to manage our expenses carefully and ended the year with industry leading positions across our businesses, as well as strong capital and liquidity.

RETURN OUTPERFORMANCE VS. PEERS

While net revenues were down in 2016 due to the challenging operating environment early in the year, the firm continued to post strong relative performance against its global peer group (i.e., its U.S. Peers and European Peers).

∎In fact, our full year ROE of 9.4% was approximately 150 basis points higher than the U.S. Peer average and approximately 900 basis points higher than the European Peer average.

2        Goldman Sachs  |  Proxy Statement for the 2017 Annual Meeting of Shareholders

2016 ROE Average Annual ROE over Past 5 Years 9.9% 9.4% 7.9% 6.3% 1.1% 0.4% GS U.S. Peer Average European Peer Average GS U.S. Peer Average European Peer Average

Executive Summary | Performance Highlights

CONTINUED EXPENSE DISCIPLINE

We maintained a disciplined approach to expense management throughout 2016. For example:   ∎We recorded our lowest non-compensation expense since 2007   ∎Compensation and benefits expense declined 8% year-over-year reflecting expense discipline and tracking the decline in our net revenues (down 9% year-over-year)   ∎We have demonstrated a continuous commitment over time to prudently managing our expense base   »In 2011-2012, we undertook an expense savings initiative that reduced our run-rate by approximately $1.9 billion   »In 2016, we undertook a new savings initiative resulting in a reduction of approximately $900 million in run-rate compensation

TRACK RECORD OF CAPITAL RETURN

Through our continued focus on improving the firm’s financial positioning, we have been able to maintain a leading track record of returning capital to our shareholders.

∎  We finished 2016 with record low basic shares¹ of 414.8 million

∎  We also closed the year with strong capital ratios and liquidity levels

∎  We have reduced gross leverage by 24% from 2011YE and by 62% from 2007YE

∎  We returned $7.2 billion of capital in 2016 through repurchases and dividends

¹  Includes Common Stock outstanding and RSUs granted to employees with no future service requirements

² Basel III Common Equity Tier 1 ratio computed on a fully phased-in basis under the advanced approach

³  As of period end. Comprised of cash, high quality and narrowly defined unencumbered assets, including U.S. Treasuries and German, French, Japanese and United Kingdom government obligations

Average Compensation Ratio 47.3% -920bps 38.1% 2000-2007 2009-2016
Capital Ratios2 9.8% +290bps 12.7% 2013 2016 Global Core Liquid Assets3 $184b +23% $226b 2013 2016 Significant Capital Return $32b Total capital return over past 5 years (buybacks + dividends) 414.8m Basic shares1 2016YE record low

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        3

Executive Summary | Performance Highlights

SHAREHOLDER VALUE CREATION

We have consistently grown book value per share since becoming a public company.

* Compound Annual Growth Rate

STRONG FRANCHISE POSITION – OPPORTUNITIES FOR GROWTH

During 2016, we maintained strong franchise positions across our businesses and explored opportunities for growth.

INVESTMENT BANKING	INVESTMENT MANAGEMENT
∎#1 in announced and completed M&A ∎Record annual debt underwriting revenues and improved league table positioning	∎Assets under supervision up 10% year-over-year to record $1.38 trillion ∎Positive long-term inflows vs. outflows for most actively-managed competitors
INSTITUTIONAL CLIENT SERVICES	INVESTING & LENDING
∎Leading FICC and Equities franchises with comprehensive suite of capabilities ∎Significant investment in technology to strengthen our product offering, manage risk and allocate capital	∎Contributor to book value growth ∎Continued support for our clients through loan growth and capital commitment ∎Development and launch of a new consumer lending platform (Marcus by Goldman Sachs)

4        Goldman Sachs  |  Proxy Statement for the 2017 Annual Meeting of Shareholders

GS BVPS Growth Since IPO $200.00 $180.00 $160.00 $140.00 $120.00 $100.00 $80.00 $60.00 $40.00 $20.00 $0.00 2Q99 4Q00 4Q02 4Q04 4Q06 4Q0B 4Q10 4Q12 4Q14 4Q16 $16.55 CAGR*: 15% $182.47

Executive Summary | Compensation Highlights

Compensation Highlights

(see Compensation Matters beginning on page 33)

We provide highlights of our compensation program below. It is important that you review our CD&A and compensation-related tables in this Proxy Statement for a complete understanding of our compensation program.

2016 NEO COMPENSATION DETERMINATIONS

The following table summarizes our Compensation Committee’s 2016 annual compensation decisions for our NEOs (dollar amounts shown in millions).

NAME AND PRINCIPAL POSITION	SALARY/FIXED     ALLOWANCE ($)	ANNUAL VARIABLE COMPENSATION ($)			TOTAL ($)
		CASH	RSUS	PSUS (redesigned for 2016)
Lloyd C. Blankfein Chairman and CEO	2.0	4.0	—	16.0	22.0
Gary D. Cohn (retired) Former President and COO	1.85	5.45	12.71	—	20.0
Harvey M. Schwartz Executive Vice President and CFO	1.85	5.45	—	12.71	20.0
Michael S. Sherwood (retired) Former Vice Chairman	1.85/11.15*	—	7.0	—	20.0
Mark Schwartz (retired) Former Vice Chairman	1.85	4.55	10.61	—	17.0

Note: Messrs. Cohn, Sherwood and Mark Schwartz retired from the firm as of December 31, 2016. (For more information regarding arrangements in connection with Mr. Cohn’s departure, see pages 50-52; for more information regarding arrangements in connection with Messrs. Sherwood’s and Mark Schwartz’s departures, see page 64.) As of January 1, 2017, Mr. Harvey Schwartz was named the firm’s President and Co-COO; he remains our CFO through April 2017, after which time he will assume the full responsibilities of his new role.

* For 2016, Mr. Sherwood, who was based in the U.K., received a cash salary of $1.85 million and a fixed allowance of $11.15 million, payable approximately 51% in equity-based awards, with the remainder in cash. Mr. Sherwood received a higher level of fixed compensation than our U.S.-based NEOs in connection with applicable U.K. regulatory guidance. See page 46 for more details.

Compensation Committee Rationale for  2016 NEO Compensation Amounts    

Our Compensation Committee determined that each NEO’s total annual 2016 compensation should be reduced by approximately 4-6% compared to 2015. The Committee determined a reduction for 2016 was appropriate in light of, among other factors, the firm’s decrease in net revenues compared to 2015, primarily due to the challenging operating environment during the first half of 2016, particularly during the first quarter. However, the Committee also took into consideration the following factors in determining the amount of the reduction:

∎The firm’s financial results, which reflected strong performance in the second half of 2016 and relative to the firm’s U.S. Peers and European Peers;

∎The firm’s disciplined expense management, including the lowest annual non-compensation expenses since 2007 and the completion of a savings initiative resulting in a reduction of approximately $900 million in run-rate compensation;

∎Our strong financial position with respect to year-end capital ratios and liquidity levels;

∎The firm’s strong capital return to shareholders, including the prudent use of share repurchases, which resulted in the firm’s lowest ever basic share count;

∎Our continued #1 position in announced and completed M&A league tables, our top 3 ranking in equity underwriting and improved positioning in debt underwriting league tables;

∎The strength in our Investment Management business, where the firm achieved record assets under supervision;

∎Each NEO’s individual performance, including continued strength in establishing a “tone at the top” which focused on, among other items, the firm’s culture of adaptability, client service, risk management (including reputational risk) and emphasis on the importance and performance of the firm’s “control side”; and

∎The strategic vision of our senior leadership, including the launch of a new consumer lending platform (Marcus by Goldman Sachs).

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        5

Executive Summary | Compensation Highlights

SAY ON PAY

Our 2016 advisory vote to approve NEO compensation received the support of approximately 66% of our shareholders, and our Compensation Committee viewed this outcome as an indication that further engagement was needed. At the Committee’s request, we engaged in extensive shareholder outreach during the fall of 2016, meeting with shareholders representing approximately 40% of our shares outstanding, as well as other constituents, to discuss feedback on our executive compensation program.

∎Our Compensation Committee Responded. Taking into account this feedback, our Compensation Committee reevaluated the firm’s senior executive compensation program and made several changes to streamline its structure. For more information, please see page 34.

STAKEHOLDER FEEDBACK

OUR COMPENSATION COMMITTEE’S RESPONSE

∎Overly complex compensation program for senior executives (e.g., grant of LTIP awards in addition to annual compensation program, complexity in LTIP calculation mechanics, overlapping performance thresholds for LTIP and PSU awards) ∎Metrics for performance-based pay measured only on absolute basis; no incentive tied to performance relative to peers ∎Desire for a higher proportion of performance- based compensation

✓Compensation structure streamlined; overlapping performance metrics eliminated ✓LTIP grants discontinued ✓PSUs redesigned to add relative ROE component that more closely ties compensation to performance relative to peers over a three-year performance period using as reported financial results ✓For CEO and CFO, equity-based annual compensation paid entirely in PSUs, resulting in significant increase in percentage of variable compensation tied to ongoing performance metrics ✓80% of CEO’s 2016 annual variable compensation tied to ongoing performance metrics (compared to 35% for 2015)

  CEO Year-End Compensation Decisions: 2015 vs. 2016

∎Of particular note, our Compensation Committee streamlined our CEO’s compensation structure to eliminate overlapping performance metrics, with all long-term performance-based pay now awarded in PSUs:

2015 $21.0M ANNUAL VARIABLE COMPENSATION 30% CASH 35% PSUS 35% RSUS + $7.0M LTIP AWARD 2016 $20.0M ANNUAL VARIABLE COMPENSATION 20% CASH 80% REDESIGNED PSUS LTIP Discontinued 2016 ANNUAL MEETING OUTREACH AND SAY ON PAY VOTE TARGETED SHAREHOLDER OUTREACH COMPENSATION COMMITTEE ASSESSMENT COMPENSATION COMMITTEE ACTIONS

6        Goldman Sachs  |  Proxy Statement for the 2017 Annual Meeting of Shareholders

Executive Summary | Compensation Highlights

DETERMINATIONS REGARDING MR. GARY COHN

∎Mr. Cohn resigned as our President and COO effective December 31, 2016, and has since become Director of the National Economic Council (NEC).

∎In connection with his departure and consistent with applicable U.S. federal ethics laws, our Compensation Committee made a number of determinations regarding Mr. Cohn’s compensation arrangements, including settling his then-outstanding RSUs, PSUs and LTIP awards, in order to permit him to sever his financial interests relating to Goldman Sachs.

»All of Mr. Cohn’s RSUs, PSUs and LTIP awards were already fully vested at the time these determinations were made. In the event that Mr. Cohn had simply retired from the firm, the awards would have remained outstanding and been settled in due course on their existing terms.

∎These determinations were previously described in our Form 8-K filed on January 24, 2017, and are also described on pages 50-52.

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        7

Executive Summary | Corporate Governance Highlights

Corporate Governance Highlights

(see Corporate Governance beginning on page 13)

KEY FACTS ABOUT OUR BOARD

We strive to maintain a well-rounded and diverse Board that balances financial industry expertise with independence and the institutional knowledge of longer-tenured directors with the fresh perspectives brought by newer directors. As summarized below, our directors bring to our Board a variety of skills and experiences developed across a broad range of industries, both in established and growth markets, and in each of the public, private and not-for-profit sectors.

NOMINEE SKILLS & EXPERIENCES
6	5	8	7	4	8	3	9
FINANCIAL   SERVICES   INDUSTRY	OTHER COMPLEX / REGULATED INDUSTRIES	RISK  MANAGEMENT	TALENT  DEVELOPMENT	TECHNOLOGY	PUBLIC  COMPANY  GOVERNANCE	AUDIT / TAX / ACCOUNTING	GLOBAL

	KEY BOARD STATISTICS
	DIRECTOR NOMINEES	INDEPENDENCE OF NOMINEES
Board	11	9 of 11
Audit	3	All
Compensation	5	All
Governance	9	All
Risk	6	5 of 6
Public Responsibilities	3	All

14	44	21	~ 200
BOARD MEETINGS IN 2016	STANDING COMMITTEE MEETINGS IN 2016	DIRECTOR SESSIONS IN 2016   WITHOUT MANAGEMENT   PRESENT	MEETINGS OF   LEAD DIRECTOR /   CHAIRS OUTSIDE   OF BOARD MEETINGS

DIVERSITY OF NOMINEES ENHANCES BOARD PERFORMANCE
54%	7 YEARS	64	44%	33%
JOINED IN THE    LAST 5 YEARS	AVERAGE TENURE	AVERAGE AGE	INDEPENDENT NOMINEES DIVERSE BY RACE, GENDER OR SEXUAL ORIENTATION	INDEPENDENT NOMINEES WHO ARE NON-U.S. OR DUAL CITIZENS

8        Goldman Sachs  |  Proxy Statement for the 2017 Annual Meeting of Shareholders

Executive Summary | Corporate Governance Highlights

DIRECTOR NOMINEES

NAME/AGE		INDEPENDENT	DIRECTOR       SINCE	OCCUPATION/CAREER HIGHLIGHTS	COMMITTEE MEMBERSHIP	OTHER CURRENT U.S.-LISTED PUBLIC COMPANY BOARDS*
	Lloyd Blankfein, 62 Chairman	No	April 2003	Chairman & CEO, The Goldman Sachs Group, Inc.	None	0
	Adebayo Ogunlesi, 63 Lead Director	Yes	October 2012	Chairman & Managing Partner, Global Infrastructure Partners	Governance (Chair) Ex-Officio Member all other Committees	2
	Michele Burns, 59	Yes	October 2011	Retired, Chairman & CEO, Mercer LLC; Retired, CFO of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.	Compensation Governance Risk (Chair)	4
	Mark Flaherty, 57	Yes	December 2014	Retired, Vice Chairman, Wellington Management Company	Audit Governance Risk	0
	William George, 74	Yes	December 2002	Senior Fellow, Harvard Business School; Retired, Chairman & CEO, Medtronic, Inc.	Compensation Governance Public Responsibilities (Chair)	0
	James Johnson, 73	Yes	May 1999	Chairman, Johnson Capital Partners	Compensation (Chair) Governance Public Responsibilities	0
	Ellen Kullman, 61 New Director	Yes	December 2016	Retired, Chairman & CEO E.I. du Pont de Nemours and Company	Compensation Governance Risk	3
	Lakshmi Mittal, 66	Yes	June 2008	Chairman & CEO, ArcelorMittal S.A.	Compensation Governance Public Responsibilities	1
	Peter Oppenheimer, 54	Yes	March 2014	Retired, Senior Vice President and CFO, Apple, Inc.	Audit (Chair) Governance Risk	0
	David Viniar, 61	No	January 2013	Retired, CFO, The Goldman Sachs Group, Inc.	Risk	1
	Mark Winkelman, 70	Yes	December 2014	Private investor	Audit Governance Risk	0

* As per SEC rules

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        9

Executive Summary | Corporate Governance Highlights

FOUNDATION IN SOUND GOVERNANCE PRACTICES AND SHAREHOLDER ENGAGEMENT

∎ Independent Lead Director with expansive duties

∎ Regular executive sessions of independent and non-employee directors

∎ Focus of our independent directors on executive succession planning

∎ CEO evaluation process conducted by our Lead Director with our Governance Committee

∎ Comprehensive process for Board refreshment, including a focus on diversity and on succession for Board leadership positions

∎ Annual Board and Committee evaluations, which incorporate feedback on individual director performance (see page 25 for more details)

∎ Candid, one-on-one discussions between the Lead Director and each non-employee director supplementing formal evaluations

∎ After engagement with shareholders, proactive adoption of a proxy access right for shareholders. In addition, shareholders are welcome to continue to recommend director candidates for consideration by our Governance Committee

∎ Active, year-round shareholder engagement process, whereby we, including our Lead Director, meet and speak with our shareholders and other key constituents

∎ Board and committee oversight of environmental, social and governance (ESG) matters

∎ Directors may contact any employee of our firm directly, and the Board and its committees may engage independent advisors at their sole discretion

∎ Annual elections of directors (i.e., no staggered board)

∎ Majority voting with resignation policy for directors in uncontested elections

∎ Shareholders holding at least 25% of our outstanding shares of Common Stock can call a special meeting of shareholders

∎ No supermajority vote requirements in our charter or By-laws

∎ Executive retention and share ownership requirements require significant long-term share holdings by our NEOs (see page 48 for more detail)

∎ Director share ownership requirement of 5,000 shares or RSUs, with a transition period for new directors

» All RSUs granted as director compensation must be held until the year after he or she retires from our Board. Directors are not permitted to hedge, pledge or transfer these RSUs

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WORKING DYNAMICS Candid discussions Open access to management & information Focus on reputation BOARD COMPOSITION Broad range of skills & experiences Independence Diversity BOARD EFFECTIVENESS BOARD STRUCTURE Strong Lead Director role 5 standing committees GOVERNANCE PRACTICES Candid self-evaluation Oversight of CEO / management performance Board / management succession planning

Executive Summary | Shareholder Engagement

Shareholder Engagement

Commitment to Active Engagement with  our Shareholders    

Constituents’ views regarding matters affecting our firm are important to the Board. We employ a year-round approach to engagement that includes proactive outreach as well as responsiveness to targeted areas of focus.

OUR APPROACH

WHO	WHEN	HOW
∎  Shareholders ∎  ESG Rating Firms ∎  Fixed-Income Investors ∎  Proxy Advisory Firms ∎  Thought Leaders ∎  Prospective Investors	∎Year-round ∎Additional targeted outreach ahead of annual meetings and as needed	Firm Engagement ∎Led by Investor Relations (IR), including targeted outreach and open lines of communication for inbound inquiries ∎Feedback provided to Board throughout the year from these interactions and on other key areas of focus	Board Engagement ∎Led by our Lead Director who meets regularly with stakeholders ∎Lead Director provides feedback to fellow directors about engagements

DEPTH OF ENGAGEMENT

We conducted approximately 150 meetings focused on corporate governance with 77 shareholders during 2016:

∎Targeted outreach to top 150 shareholders ahead of 2016 annual meeting

∎IR met with 38 shareholders during the fall across the U.S. and Europe, representing 40% of shares outstanding, to discuss executive compensation

∎Lead Director met with 26 shareholders in 2016, representing approximately 26% of shares outstanding

The diverse views of our shareholders were relayed to the Board on topics including:

See page 34 for additional detail on our focused compensation outreach In 2016 Lead Director duties, executive succession planning & proxy access Business opportunities & risk management considerations EXECUTIVE COMPENSATION BUSINESS STANDARDS CORPORATE GOVERNANCE PRACTICES APPROACH TO ESG IMPACT OF REGULATION BOARD COMPOSITION Continued focus on culture, business standards & reputational risk For more information please see the following page Director skill sets, independence & diversity

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        11

Executive Summary | Shareholder Engagement

APPROACH TO ESG

Over the past year, our investors have continued to express interest in our approach to environmental, social and governance (ESG) issues.

We take an integrated approach to ESG, focusing on both opportunities and risks.

∎ Our ESG-related policies and procedures are outlined in detail in the “Environmental, Social and Governance” reporting section on our website at www.gs.com/corpgov.

∎ In addition, we report annually in our online ESG Report the areas in which we have demonstrated a commitment to finding effective ways to tackle economic, social and environmental challenges.

∎ Our Board’s Public Responsibilities Committee has primary oversight of the firm’s approach to ESG, which includes reviewing key ESG-related policies such as our Environmental Policy Framework and our annual ESG Report.

» Other ESG matters are also reviewed by the full Board or its other committees as part of their respective mandates.

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KEY ESG TOPICS DISCUSSED IN 2016 BUSINESS STANDARDS AND CULTURE ESG INTEGRATION, INCLUDING GROWTH OF ESG AND IMPACT INVESTING IN INVESTMENT MANAGEMENT CLEAN ENERGY AND OUR FOCUS ON HELPING TO MITIGATE CLIMATE CHANGE ESG RISK MANAGEMENT IN TRANSACTIONS APPROACH TO DIVERSITY AND INCLUSION OF ALL EMPLOYEES SUSTAINABILITY OF OUR OPERATIONS BOARD OVERSIGHT OF ESG

Corporate Governance | Item 1. Election of Directors

Corporate Governance

Item 1. Election of Directors

Proposal Snapshot — Item 1.  Election of Directors    

What is being voted on . Election to our Board of 11 director nominees.

Board recommendation. After a review of the individual qualifications and experience of each of our director nominees and his or her contributions to our Board, our Board determined unanimously to recommend that shareholders vote FOR all of our director nominees.

OUR DIRECTORS

Recent Changes to our Board

We were pleased to welcome Ms. Kullman to our Board in December 2016. Ms. Kullman was recommended to our Lead Director and to our Governance Committee by our independent director search firm. As described in her biography below, Ms. Kullman brings to the Board and its Committees experience honed through her leadership of a highly-regulated and complex global company and her service on several public company and not-for-profit boards.

We also thank Mr. Cohn, who retired from the Board in December 2016, for his over ten years of dedicated service and his many contributions to our Board. In addition, we are grateful to both Debora Spar and Mark Tucker, who will not be standing for re-election and will be retiring from our Board at the Annual Meeting after many years of providing our Board with their informed counsel and judgment.

For more information on our process for board refreshment, see —Structure of our Board and Governance Practices—Year-Round Review of Board Composition.

Board of Directors’ Qualifications and Experience

Our 11 director nominees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.

CORE QUALIFICATIONS AND EXPERIENCES

DIVERSITY OF SKILLS AND EXPERIENCES

✓Integrity, business judgment and commitment ✓Demonstrated management ability ✓Extensive experience in the public, private or not-for-profit sectors ✓Leadership and expertise in their respective fields ✓Financial literacy ✓Involvement in educational, charitable and community organizations ✓Strategic thinking ✓Reputational focus

+  Financial services industry +  Complex & regulated industries +  Risk management +  Public company / corporate governance +  Global experience +  Technology +  Audit, tax, accounting & preparation of financial statements +  Compliance +  Operations +  Established & growth markets +  Credit evaluation +  Environmental, social & governance +  Talent development +  Academia +  Business ethics +  Government, public policy & regulatory affairs

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        13

Corporate Governance | Item 1. Election of Directors

Given the nature of our business, our Governance Committee continues to believe that directors with current and prior financial industry experience, among other skills, are critical to our Board’s effectiveness. We take very seriously, however, any actual or perceived conflicts of interest that may arise, and have taken various steps to address this.

For example, in addition to our policies on director independence and related person transactions, we 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.

Diversity is an important factor in our consideration    
of potential and incumbent directors

Our Governance Committee considers a number of demographics including race, gender, ethnicity, sexual orientation, culture and nationality, seeking to develop a board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise.

Among the factors the Governance Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the diversity of our Board. The Committee considers the same factors in determining whether to re-nominate an incumbent director.

Diversity is also considered as part of the annual Board evaluation.

  Director Tenure: A Balance of Experiences   Our nominees have an average tenure of 7 years and a median tenure of approximately 4.5 years. This balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.    

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<3 YEARS 3 DIRECTORS 3-5 YEARS 3 DIRECTORS 5-10 YEARS 2 DIRECTORS 10+ YEARS 3 DIRECTORS

Corporate Governance | Item 1. Election of Directors

Comprehensive Re-Nomination  Process    

We appreciate the importance of critically evaluating individual directors and their contributions to our Board in connection with re-nomination decisions.

In considering whether to recommend re-nomination of a director for election at our Annual Meeting, the Governance Committee conducts a detailed review, considering factors such as:

∎The extent to which the director’s skills, qualifications and experience continue to contribute to the success of our Board;

∎Feedback from the annual board evaluation and individual discussions between each non-employee director and our Lead Director;

∎Attendance and participation at, and preparation for, Board and Committee meetings;

∎Independence;

∎Shareholder feedback, including the support received by director nominees elected at our 2016 Annual Meeting of Shareholders;

∎Outside board and other affiliations, including any actual or perceived conflicts of interest; and

∎The extent to which the director continues to contribute to the diversity of our Board.

Each of our director nominees has been recommended for election by our Governance Committee and approved and re-nominated for election by our Board.

If elected by our shareholders, our director nominees, all of whom are currently members of our Board, will serve for a one-year term expiring at our 2018 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

All of our directors must be elected by majority vote of our shareholders.

∎A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board.

∎Our Governance Committee will then assess whether there is a significant reason for the director to remain on our Board, and will make a recommendation to our Board regarding the resignation.

For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see Frequently Asked Questions.

Biographical information about our director nominees follows. This information is current as of March 1, 2017 and has been confirmed by each of our director nominees for inclusion in our Proxy Statement. There are no family relationships between any of our directors or executive officers.

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        15

Corporate Governance | Item 1. Election of Directors

Lloyd C. Blankfein, 62 Chairman and CEO Director Since: April 2003 Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): None	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Committed and deeply engaged leader with strong communication skills: Over 30 years of experience in various positions across our firm. Mr. Blankfein utilizes this firm-specific knowledge and experience in his role as Chairman and CEO to, among other things, lead the firm and its people, help protect and enhance our culture and articulate a vision of the firm’s strategy. Mr. Blankfein also uses strong communication skills to guide Board discussions and keeps our Board apprised of significant developments in our business and industry ∎Extensive market and industry knowledge: Leverages extensive familiarity with all aspects of the firm’s industry and business, including our risk management practices and strategy ∎Face of our firm: Drawing from extensive interaction with our clients, investors and other constituents, provides additional perspective to the Board
	CAREER HIGHLIGHTS ∎Goldman Sachs »Chairman and Chief Executive Officer (June 2006 – Present) »President and Chief Operating Officer (January 2004 – June 2006) »Vice Chairman with management responsibility for FICC and Equities Divisions (April 2002 – January 2004) »Co-head of FICC (1997 – April 2002) »Head and/or Co-head of the Currency and Commodities Division (1994 – 1997) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, Dean’s Advisory Board, Harvard Law School ∎Member, Board of Dean’s Advisors, Harvard Business School ∎Member, Dean’s Council, Harvard University ∎Member, Advisory Board, Tsinghua University School of Economics and Management ∎Member, Board of Overseers, Weill Cornell Medical College ∎Member, Board of Directors, Partnership for New York City EDUCATION ∎Graduate of Harvard College and Harvard Law School

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Corporate Governance | Item 1. Election of Directors

Adebayo O. Ogunlesi, 63 Lead Director Director Since: October 2012 GS Committees ∎Governance (Chair) ∎Ex-officio member: »Audit »Compensation »Public Responsibilities »Risk Other U.S.-Listed Company Directorships ∎Current: Callaway Golf Company; Kosmos Energy Ltd. ∎Former (Past 5 Years): None	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Strong leader, including leadership experience in the financial services industry: Founder, Chairman and Managing Partner of Global Infrastructure Partners and a former executive of Credit Suisse with over 20 years of experience in the financial services industry, including investment banking and private equity ∎International business and global capital markets experience, including emerging markets: Advised and executed transactions and provided capital markets strategy advice globally ∎Expertise regarding governance and compensation: Service on the boards of directors and board committees of other public companies and not-for-profit entities, and in particular as chair or former chair of the nominating and corporate governance committees at each of Callaway Golf and Kosmos Energy, provides additional governance perspective
	CAREER HIGHLIGHTS ∎Chairman and Managing Partner, Global Infrastructure Partners, a private equity firm that invests worldwide in infrastructure assets in the energy, transport, water and waste industry sectors (July 2006 – Present) ∎Credit Suisse, a financial services company »Executive Vice Chairman and Chief Client Officer (2004 – 2006) »Member of Executive Board and Management Committee (2002 – 2006) »Head of Global Investment Banking Department (2002 – 2004) »Head of Global Energy Group (1997 – 2002) ∎Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the U.S. Supreme Court (1980-1981) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, President’s Strategic and Policy Forum ∎Member, National Board of Directors, The NAACP Legal Defense and Educational Fund, Inc. ∎Member, Board of Directors, Partnership for New York City Fund ∎Member, Harvard University Global Advisory Council and Harvard Law School Leadership Council of New York ∎Member, Board of Dean’s Advisors, Harvard Business School EDUCATION ∎Graduate of Oxford University, Harvard Business School and Harvard Law School

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        17

Corporate Governance | Item 1. Election of Directors

M. Michele Burns, 59 Director Since: October 2011 GS Committees ∎Risk (Chair) ∎Compensation ∎Governance Other U.S.-Listed Company Directorships ∎Current: Alexion Pharmaceuticals, Inc.; Anheuser-Busch InBev; Cisco Systems, Inc.; Etsy, Inc. ∎Former (Past 5 Years): Wal-Mart Stores, Inc.	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Leadership, governance and risk expertise: Leverages service on the boards of directors and board committees of other public companies and not-for-profit entities ∎Accounting and the review and preparation of financial statements: Garnered expertise as former CFO of several global public companies ∎Human capital management and strategic consulting: Background gained as former CEO of Mercer LLC
	CAREER HIGHLIGHTS ∎Chief Executive Officer, Retirement Policy Center, sponsored by Marsh & McLennan Companies, Inc. (MMC); Center focuses on retirement public policy issues (October 2011 – February 2014) ∎Chairman and Chief Executive Officer, Mercer LLC, a subsidiary of MMC and a global leader in human resource consulting, outsourcing and investment services (September 2006 – early October 2011) ∎Chief Financial Officer, MMC, a global professional services and consulting firm (March 2006 – September 2006) ∎Chief Financial Officer, Chief Restructuring Officer and Executive Vice President, Mirant Corporation, an energy company (May 2004 – January 2006) ∎Executive Vice President and Chief Financial Officer, Delta Air Lines, Inc., an air carrier (including various other positions, 1999 – April 2004) ∎Senior Partner and Leader, Southern Regional Federal Tax Practice, Arthur Andersen LLP, an accounting firm (including various other positions, 1981 – 1999) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Center Fellow and Strategic Advisor, Stanford University Center on Longevity ∎Board Member and Treasurer, Elton John AIDS Foundation EDUCATION ∎Graduate of University of Georgia (including for Masters)

Mark A. Flaherty, 57 Director Since: December 2014 GS Committees ∎Audit ∎Governance ∎Risk Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): None	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Investment management: Leverages over 20 years of experience in the investment management industry, including at Wellington Management Company ∎Background at Wellington and Standish, Ayer and Wood provides perspective on institutional investors’ approach to company performance and corporate governance ∎Risk expertise: Draws upon years of experience in the financial industry
	CAREER HIGHLIGHTS ∎Wellington Management Company, an investment management company »Vice Chairman (2011 – 2012) »Director of Global Investment Services (2002 – 2012) »Partner, Senior Vice President (2001 – 2012) ∎Standish, Ayer and Wood, an investment management company »Executive Committee Member (1997 – 1999) »Partner (1994 – 1999) »Director, Global Equity Trading (1991 – 1999) ∎Director, Global Equity Trading, Aetna, a diversified healthcare benefit company (1987 – 1991) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, Board of Trustees, The Newman School ∎Former Member, Board of Trustees, Providence College EDUCATION ∎Graduate of Providence College

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Corporate Governance | Item 1. Election of Directors

William W. George, 74 Director Since: December 2002 GS Committees ∎Public Responsibilities (Chair) ∎Compensation ∎Governance Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): Exxon Mobil Corporation	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Focus on reputation and environmental, social and governance matters: Utilizes current and prior service on the boards of directors and board committees of several other public companies and not-for-profit entities, particularly as Chair of our Public Responsibilities Committee ∎Leadership: Served as Chief Executive Officer and Chairman of Medtronic, Inc. and as a senior executive at Honeywell International Inc. ∎Organizational behavior and management: A senior fellow and former professor of leadership and management practice at Harvard Business School and an author of several books on leadership, which provide academic expertise in business management and corporate governance
	CAREER HIGHLIGHTS ∎Harvard Business School »Senior Fellow (July 2014 – present) »Professor of Management Practice (January 2004 – July 2014) ∎Medtronic, Inc., a medical technology company »Chairman (April 1996 – April 2002) »Chief Executive Officer (May 1991 – May 2001) »President and Chief Operating Officer (1989 – 1991) ∎Executive Vice President, Honeywell International Inc., a diversified technology and manufacturing company (1978 – 1989) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Board Member, World Economic Forum USA ∎Trustee, Mayo Clinic ∎Member, National Academy of Engineering EDUCATION ∎Graduate of Georgia Institute of Technology and Harvard Business School

James A. Johnson, 73 Director Since: May 1999 GS Committees ∎Compensation (Chair) ∎Governance ∎Public Responsibilities Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): Forestar Group, Inc.; Target Corporation	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Financial services, including investment management industry: Leverages professional experience in financial services ∎Government affairs and the regulatory process: Experience developed through, among other things, his tenure at Fannie Mae and his work with Vice President Walter F. Mondale ∎Leadership, compensation and governance: Current and prior service on the boards of directors of public companies and not-for-profit entities, including in lead director and committee chair roles, provides additional perspective
	CAREER HIGHLIGHTS ∎Chairman, Johnson Capital Partners, a private consulting company (Present) ∎Vice Chairman, Perseus L.L.C., a merchant banking and private equity firm (April 2001 – June 2012) ∎Fannie Mae »Chairman of the Executive Committee (1999) »Chairman and Chief Executive Officer (February 1991 – 1998) »Vice Chairman (1990 – February 1991) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Chairman Emeritus, John F. Kennedy Center for the Performing Arts ∎Chairman Emeritus and Honorary Trustee, The Brookings Institution ∎Council Member, Smithsonian Museum of African American History and Culture ∎Chair, Advisory Council, Stanford University Center on Longevity ∎Member, Council on Foreign Relations ∎Member, American Academy of Arts and Sciences EDUCATION ∎Graduate of University of Minnesota and the Woodrow Wilson School of Public and International Affairs, Princeton University

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Corporate Governance | Item 1. Election of Directors

Ellen J. Kullman, 61 Director Since: December 2016 GS Committees ∎Compensation ∎Governance ∎Risk Other U.S.-Listed Company Directorships ∎Current: Amgen Inc., Dell Technologies Inc., United Technologies Corporation ∎Former (Past 5 Years): E.I. du Pont de Nemours and Company	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Leadership and strategy: During her tenure as Chair and CEO of DuPont, a highly-regulated science and technology-based company with global operations, led the company through a period of strategic transformation and growth ∎Corporate governance and compensation: Leverages service on the boards of directors and board committees (including in leadership roles) of other public companies and not-for-profit entities ∎Risk management experience: Draws upon experiences gained from DuPont and other board roles to provide our Risk Committee with diverse viewpoints
	CAREER HIGHLIGHTS ∎E.I. du Pont de Nemours and Company, a provider of basic materials and innovative products and services for diverse industries »Chairman and Chief Executive Officer (2009 - 2015) »President (Oct. 2008 - Dec. 2008) »Executive Vice President, DuPont Coatings and Color Technologies, DuPont Electronic and Communication Technologies; DuPont Performance Materials, DuPont Safety and Protection, Marketing and Sales, Pharmaceuticals, Risk Management, and Safety and Sustainability (2006 - 2008) »Various positions, including Group Vice President, DuPont Safety and Protection (1988 - 2006) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, Board of Overseers, Tufts University School of Engineering ∎Trustee, Northwestern University ∎Member, National Academy of Engineering ∎Member, The Business Council EDUCATION ∎Graduate of Tufts University and Kellogg School of Management, Northwestern University

Lakshmi N. Mittal, 66 Director Since: June 2008 GS Committees ∎Compensation ∎Governance ∎Public Responsibilities Other U.S.-Listed Company Directorships ∎Current: ArcelorMittal S.A. ∎Former (Past 5 Years): None	KEY EXPERIENCE AND QUALIFICATIONS
	∎Leadership, business development and operations: Founder of Mittal Steel Company and Chairman and Chief Executive Officer of ArcelorMittal S.A., the world’s leading integrated steel and mining company ∎International business and growth markets: Leading company with operations in over 20 countries on four continents provides global business expertise and perspective on public responsibilities ∎Corporate governance and international governance: Current and prior service on the boards of directors of other international public companies and not-for-profit entities assists in committee responsibilities
	CAREER HIGHLIGHTS ∎ArcelorMittal S.A., a steel and mining company »Chairman and Chief Executive Officer (May 2008 – Present) »President and Chief Executive Officer (November 2006 – May 2008) ∎Chief Executive Officer, Mittal Steel Company N.V. (1976 – November 2006) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, International Business Council of the World Economic Forum ∎Trustee, Cleveland Clinic ∎Member, Executive Committee, World Steel Association ∎Member, Executive Board, Indian School of Business ∎Member, The Business Council EDUCATION ∎Graduate of St. Xavier’s College in India

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Corporate Governance | Item 1. Election of Directors

Peter Oppenheimer, 54 Director Since: March 2014 GS Committees ∎Audit (Chair) ∎Governance ∎Risk Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): None	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Capital and risk management: Garnered experience as CFO and Controller at Apple and Divisional CFO at ADP ∎Review and preparation of financial statements: Over 20 years as a CFO or controller provides valuable experience and perspective as Audit Committee Chair ∎Oversight of technology and technology risks: Leverages prior experience in overseeing information systems at Apple
	CAREER HIGHLIGHTS ∎Apple, Inc., a designer and manufacturer of electronic devices and related software and services »Senior Vice President (retired September 2014) »Senior Vice President and Chief Financial Officer (2004 – June 2014) »Senior Vice President and Corporate Controller (2002 – 2004) »Vice President and Corporate Controller (1998 – 2002) »Vice President and Controller, Worldwide Sales (1997 – 1998) »Senior Director, Finance and Controller, Americas (1996 – 1997) ∎Divisional Chief Financial Officer, Finance, MIS, Administration, and Equipment Leasing Portfolio at Automatic Data Processing, Inc. (ADP), a leading provider of human capital management and integrated computing solutions (1992 – 1996) ∎Consultant, Information Technology Practice at Coopers & Lybrand, LLP (1988 – 1992) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Vice Chairman, Foundation Board of Directors, California Polytechnic State University ∎Board Member, French Hospital EDUCATION ∎Graduate of California Polytechnic State University and the Leavey School of Business, University of Santa Clara

David A. Viniar, 61 Director Since: January 2013 GS Committees ∎Risk Other U.S.-Listed Company Directorships ∎Current: Square, Inc. ∎Former (Past 5 Years): None	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Financial industry, in particular risk management and regulatory affairs: Over 30 years of experience in various roles at Goldman Sachs, as well as service as chair of the audit and risk committee of Square, Inc., provides valuable perspective to our Board ∎Unique insight into our firm’s financial reporting, controls and risk management: As our former CFO, able to provide unique insight about our risks to our Risk Committee ∎Capital management processes and assessments: Experience gained through serving as the Goldman Sachs CFO for over 10 years
	CAREER HIGHLIGHTS ∎Goldman Sachs »Executive Vice President and Chief Financial Officer (May 1999 – January 2013) »Head of Operations, Technology, Finance and Services Division (December 2002 – January 2013) »Head of the Finance Division and Co-head of Credit Risk Management and Advisory and Firmwide Risk (December 2001 – December 2002) »Co-head of Operations, Finance and Resources (March 1999 – December 2001) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Trustee, Garden of Dreams Foundation ∎Former Trustee, Union College EDUCATION ∎Graduate of Union College and Harvard Business School

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Corporate Governance | Item 1. Election of Directors

Mark O. Winkelman, 70 Director Since: December 2014 GS Committees ∎   Audit ∎   Governance ∎   Risk Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): Anheuser-Busch InBev	KEY EXPERIENCE AND  QUALIFICATIONS
	∎Audit and financial expertise, corporate governance and leadership: Leverages prior service on the board of directors and the audit and finance committees of Anheuser-Busch InBev and service on the boards of directors and audit, finance and other committees of not-for-profit entities ∎Financial services industry: Experience gained through his role as operating partner at J.C. Flowers and through other industry experience ∎Knowledge about our firm, including our fixed income business, and an understanding of the risks we face: Utilizes his previous tenure at Goldman Sachs
	CAREER HIGHLIGHTS ∎Private investor (Present) ∎Operating Partner, J.C. Flowers & Co., a private investment firm focusing on the financial services industry (2006 – 2008) ∎Goldman Sachs »Retired Limited Partner (1994 – 1999) »Management Committee Member and Co-Head of Fixed Income Division (1987 – 1994) »Various positions at the firm, including Head of J. Aron Division (1978 – 1987) ∎Senior Investment Officer, The World Bank (1974 – 1978) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Director, Goldman Sachs International ∎Trustee Emeritus, University of Pennsylvania ∎Trustee Emeritus, Penn Medicine EDUCATION ∎Graduate of Erasmus University in the Netherlands and The Wharton School, University of Pennsylvania

INDEPENDENCE OF DIRECTORS

9 of our 11 director nominees  are independent    

Our Board determined, upon the recommendation of our Governance Committee, that Ms. Burns, Mr. Flaherty, Mr. George, Mr. Johnson, Ms. Kullman, Mr. Mittal, Mr. Ogunlesi, Mr. Oppenheimer and Mr. Winkelman, as well as Dr. Spar and Mr. Tucker, who are retiring in April 2017, are “independent” within the meaning of NYSE rules and our Director Independence Policy. Furthermore, our Board has determined that all of our independent directors satisfy the heightened audit committee independence standards under SEC and NYSE rules, and Compensation Committee members also satisfy the relevant heightened standards under NYSE rules.

Process for Independence Assessment

A director is considered independent under NYSE rules if our Board determines that the director does not have any direct or indirect material relationship with Goldman Sachs. Our Board has established a Policy Regarding Director Independence (Director Independence Policy) that provides standards to assist our Board in determining which relationships and transactions might constitute a material relationship that would cause a director not to be independent.

To assess independence, our Governance Committee and our Board review detailed information regarding our independent directors, including employment and public company and not-for-profit directorships as well as information regarding immediate family members and affiliated entities.

Through the course of this review, the Governance Committee and the Board consider relationships between the independent directors (and their immediate family members and affiliated entities) on the one hand, and Goldman Sachs and its affiliates on the other in accordance with the Director Independence Policy. This includes a review of revenues to the firm from, and payments or donations to, relevant entities affiliated with our directors (or their immediate family members) as a result of ordinary course transactions or contributions to not-for-profit organizations.

For more information on the categories of transactions that our Governance Committee and our Board reviewed, considered and determined to be immaterial under our Director Independence Policy, see Additional Details on Director Independence in Annex A.

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Corporate Governance |  Structure of our Board and Governance Practices

Structure of our Board and Governance Practices

OUR BOARD COMMITTEES

Our Board has five standing committees: Audit, Compensation, Governance, Public Responsibilities and Risk. The specific membership of each committee allows us to take advantage of our directors’ diverse skill sets, which enables deep focus on committee matters.

Each of our committees:

∎  Operates pursuant to a written charter (available on our website at www.gs.com/charters)

∎  Evaluates its performance annually

∎  Reviews its charter annually

The firm’s reputation is of critical importance. In fulfilling their duties and responsibilities, each of our standing committees and our Board consider the potential effect of any matter on our reputation.

AUDIT
ALL INDEPENDENT	KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
Peter Oppenheimer* Mark Flaherty Mark Tucker** Mark Winkelman Adebayo Ogunlesi (ex-officio)	∎Audit/Tax/Accounting ∎Preparation or oversight of financial statements ∎Compliance	∎Assist our Board in its oversight of our financial statements, legal and regulatory compliance, independent auditors’ qualification, independence and performance, internal audit function performance and internal controls over financial reporting ∎Decide whether to appoint, retain or terminate our independent auditors ∎Pre-approve all audit, audit-related, tax and other services, if any, to be provided by the independent auditors ∎Appoint and oversee the work of our Director of Internal Audit and annually assess her performance and administrative reporting line ∎Prepare the Audit Committee Report
COMPENSATION
ALL INDEPENDENT	KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
James Johnson Michele Burns William George Ellen Kullman Lakshmi Mittal Debora Spar** Adebayo Ogunlesi (ex-officio)	∎Setting executive compensation ∎Evaluating executive and firmwide compensation programs ∎Human capital management, including diversity	∎Determine and approve the compensation of our CEO and other executive officers ∎Approve, or make recommendations to our Board for it to approve, our incentive, equity-based and other compensation plans ∎Assist our Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, including: »recruiting; »retention; »career development and progression; »management succession (other than that within the purview of the Governance Committee); and »diversity and employment practices. ∎Prepare the Compensation Committee Report

* A majority of the members of our Audit Committee, including the Chair, have been determined to be “audit committee financial experts”

** Retiring at the Annual Meeting

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        23

Corporate Governance | Structure of our Board and Governance Practices

GOVERNANCE
ALL INDEPENDENT	KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
Adebayo Ogunlesi Michele Burns Mark Flaherty William George James Johnson Ellen Kullman Lakshmi Mittal Peter Oppenheimer Debora Spar** Mark Tucker** Mark Winkelman	∎Corporate governance ∎Talent development and succession planning ∎Current and prior public company board service	∎Recommend individuals to our Board for nomination, election or appointment as members of our Board and its committees ∎Oversee the evaluation of the performance of our Board and our CEO ∎Review and concur with the succession plans for our CEO and other members of senior management ∎Take a leadership role in shaping our corporate governance, including developing, recommending to the Board and reviewing on an ongoing basis the corporate governance principles and practices that apply to us ∎Review periodically the form and amount of non-employee director compensation and make recommendations to the Board with respect thereto
PUBLIC RESPONSIBILITIES
ALL INDEPENDENT	KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
William George James Johnson Lakshmi Mittal Debora Spar** Adebayo Ogunlesi (ex-officio)	∎Government and regulatory affairs ∎ESG ∎Philanthropy ∎Reputational risk	∎Assist our Board in its oversight of our firm’s relationships with major external constituencies and our reputation ∎Oversee the development, implementation and effectiveness of our policies and strategies relating to citizenship, corporate engagement and relevant significant public policy issues
RISK
MAJORITY INDEPENDENT	KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
Michele Burns Mark Flaherty Ellen Kullman Peter Oppenheimer Mark Tucker** Mark Winkelman Adebayo Ogunlesi (ex-officio) Non-independent David Viniar	∎Understanding of how risk is undertaken, mitigated and controlled in complex industries ∎Technology ∎Understanding of financial products ∎Expertise in capital adequacy and deployment	∎Assist our Board in its oversight of our firm’s overall risk-taking tolerance and management of financial and operational risks, such as market, credit and liquidity risk, including reviewing and discussing with management: »our firm’s capital plan, regulatory capital ratios, capital management policy and internal capital adequacy assessment process and the effectiveness of our financial and operational risk management policies and controls »our liquidity risk metrics, management, funding strategies and controls, and the contingency funding plan »our market, credit, operational and model risk management strategies, policies and controls

** Retiring at the Annual Meeting

24        Goldman Sachs  |  Proxy Statement for the 2017 Annual Meeting of Shareholders

Corporate Governance |  Structure of our Board and Governance Practices

BOARD AND COMMITTEE EVALUATIONS

We recognize the critical role that Board and committee evaluations play in ensuring the effective functioning of our Board. It is important to take stock of Board, committee and director performance and to solicit and act upon feedback received from each member of our Board. To this end, under the leadership of our Lead Director, our Governance Committee is responsible for evaluating the performance of our Board annually, and each of our Board’s committees also annually conducts a self-evaluation.

2016 Evaluations — A Multi-Step Process

The Governance Committee periodically reviews the format of the Board and Committee evaluation process to ensure that actionable feedback is solicited on the operation of the Board and director performance.

Over the last several years, the Governance Committee has refined the format of the questionnaire and added specific evaluations of the Lead Director, each Committee Chair and each individual director as described below.

TOPICS CONSIDERED DURING THE BOARD AND COMMITTEE EVALUATIONS INCLUDE:
DIRECTOR         PERFORMANCE	BOARD AND COMMITTEE OPERATIONS	BOARD PERFORMANCE	COMMITTEE PERFORMANCE
∎Individual director performance ∎Lead Director (in that role) ∎Each Committee Chair (in that role)	∎Board and committee membership, including director skills, background, expertise and diversity ∎Committee structure, including whether the committee structure enhances Board and committee performance ∎Access to firm personnel ∎Conduct of meetings, including time allocated for, and encouragement of, candid dialogue ∎Materials and information, including quality and quantity of information received from management ∎Shareholder feedback	∎Key areas of focus for the Board ∎Consideration of reputation ∎Strategy oversight ∎Consideration of shareholder value ∎Capital planning	∎Performance of committee duties under committee charters ∎Consideration of reputation ∎Effectiveness of outside advisers ∎Identification of topics that should receive more attention and discussion

QUESTIONNAIRE Evaluation questionnaire provides director feedback on an unattributed basis ONE-ON-ONE DISCUSSIONS Candid, one-on-one discussions between the Lead Director and each non-employee director to solicit additional feedback and provide individual feedback CLOSED SESSION Closed session discussion of Board and Committee evaluations led by our Lead Director and independent Committee Chairs BOARD SUMMARY Summary of Board and Committee evaluation results provided to full Board FEEDBACK INCORPORATED Policies and practices updated as appropirate as a result of director feedback

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        25

Corporate Governance | Structure of our Board and Governance Practices

BOARD LEADERSHIP STRUCTURE

Annual Assessment of Board Leadership Structure

Our Board does not have a policy as to whether the roles of Chairman and CEO should be separate or combined. Our Governance Committee annually assesses these roles and deliberates the merits of the Board’s leadership structure to ensure that the most efficient and appropriate structure is in place for our firm’s needs, which may evolve over time. If at any time the Chairman is not an independent director, our independent directors will appoint an independent Lead Director.

KEY COMPONENTS OF ANNUAL REVIEW
CHAIRMAN-CEO AND LEAD DIRECTOR RESPONSIBILITIES		OUR POLICIES AND PRACTICES TO ENSURE STRONG INDEPENDENT BOARD OVERSIGHT		SHAREHOLDER FEEDBACK AND VOTING RESULTS REGARDING BOARD LEADERSHIP		FIRM PERFORMANCE		GLOBAL TRENDS REGARDING LEADERSHIP STRUCTURE

Our Current Board Leadership Structure
As a result of its most recent board leadership review in December 2016, which included feedback from our shareholders, our Governance Committee determined that continuing to combine the roles of Chairman and CEO is the most effective leadership structure for our Board and our firm at this time. If at any time our Governance Committee concludes otherwise, it will not hesitate to appoint an independent Chairman.
Among other reasons:	KEY PILLARS OF THE LEAD DIRECTOR ROLE
∎Our Board leadership structure is enhanced by the independent leadership provided by our Lead Director and independent Committee Chairs, the independence of our Board and the governance policies and practices in place at our firm. For example:
»Our independent Lead Director has an expansive list of enumerated duties, including setting the Board agenda (working with the Chairman), and is focused on shareholder engagement	Sets and approves agenda for Board meetings and leads executive sessions
»Our Chairman and CEO and our Lead Director meet and speak with each other regularly about our Board and our firm
»Our independent Committee Chairs meet and speak regularly with each other between meetings and with members of our management as well as non-management employees	Focuses on Board effectiveness, composition and conducting evaluations
∎A combined Chairman-CEO structure provides our firm with a single leader who communicates the firm’s business and strategy to our shareholders, clients, employees, regulators and the public
»This structure demonstrates clear accountability to our shareholders, clients and others	Serves as liaison between independent directors and Chairman/management
∎Our CEO has extensive knowledge of all aspects of our current business, operations and risks, which he brings to Board discussions as Chairman
»A combined Chairman-CEO can serve as a knowledgeable resource for our independent directors both at and between Board meetings »Combining the roles at our firm has been effective in promulgating a strong and effective leader of the firm, particularly in times of economic challenge and regulatory change affecting our industry	Acts as primary Board contact for shareholder  engagement and engages with regulators

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Corporate Governance |  Structure of our Board and Governance Practices

Key responsibilities of our Chairman-CEO

Powers and duties of our Independent Lead Director

∎Chairs Board meetings ∎Chairs annual shareholder meeting ∎Serves as the public face of our Board and our firm ∎Provides input to Lead Director on agenda for Board meetings (which the Lead Director approves) and reviews schedule for Board meetings ∎Guides discussions at Board meetings and encourages directors to voice their views ∎Serves as a resource for our Board ∎Communicates significant business developments and time-sensitive matters to the Board ∎Establishes the “tone-at-the-top” in coordination with the Board, and embodies these values for our firm ∎Responsible for managing the day-to-day business and affairs of our firm ∎Sets and leads the implementation of corporate policy and strategy ∎Interacts regularly with our COOs, CFO and other senior leadership of our firm ∎Manages senior leadership of our firm ∎Meets frequently with clients and shareholders, providing an opportunity to understand and respond to concerns and feedback; communicates feedback to our Board

∎Provides independent leadership ∎Sets agenda for Board meetings, working with our Chairman (including adding items to and approving the agenda), and approves the related materials; approves the schedule for Board and committee meetings; sets agenda and approves materials for Governance Committee meetings; approves agenda for other committee meetings (along with our other independent Committee Chairs, who also approve the materials for these meetings) ∎Engages with our other independent directors to identify matters for discussion at executive sessions of independent directors ∎Presides at executive sessions of independent directors ∎Advises our Chairman of any decisions reached and suggestions made at the executive sessions, as appropriate ∎Calls meetings of the independent directors ∎Presides at any Board meeting at which the Chairman is not present ∎Facilitates communication between the independent directors and our Chairman, including by presenting our Chairman’s views, concerns and issues to the independent directors and raising to our Chairman, as appropriate, views, concerns and issues of the independent directors ∎Engages with our Chairman between Board meetings and assists with informing or engaging non-employee directors, as appropriate ∎Engages with each non-employee director separately regarding the performance and functioning of the collective Board, individual director performance and other matters as appropriate ∎Oversees our Board’s governance processes, including Board evaluations, succession planning and other governance-related matters ∎Leads the annual CEO evaluation ∎Meets directly with management and non-management employees of our firm ∎Consults and directly communicates with shareholders and other key constituents, as appropriate

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        27

Corporate Governance | Structure of our Board and Governance Practices

YEAR-ROUND REVIEW OF BOARD COMPOSITION

Our Governance Committee seeks to build and maintain an effective,        

well-rounded, financially literate and diverse Board that operates in

an atmosphere of candor and collaboration.

In identifying and recommending director candidates, the Governance Committee places primary emphasis on the criteria set forth in our Corporate Governance Guidelines, including:

∎Judgment, character, expertise, skills and knowledge useful to the oversight of our business;

∎Diversity of viewpoints, backgrounds, experiences and other demographics;

∎Business or other relevant experience; and

∎The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other members of our Board will build a strong and effective Board that is collegial and responsive to the needs of our firm.

Board Process for Identification and Review of Director Candidates to Join Our Board

Identifying and recommending individuals for nomination, election or re-election to our Board is a principal responsibility of our Governance Committee. The Committee carries out this function through an ongoing, year-round process, which includes the Committee’s annual evaluation of our Board and individual director evaluations. Each director and director candidate is evaluated by the Governance Committee based on his or her individual merits, taking into account our firm’s needs and the composition of our Board.

To assist in this evaluation, the Committee utilizes as a discussion tool a matrix of certain skills and experiences that would be beneficial to have represented on our Board and on our committees at any particular point in time.

In particular, the Committee is focused on what skills are beneficial for service in key Board positions, such as Lead Director and Committee Chairs, and conducts a succession planning process for those positions.

Our Governance Committee welcomes candidates recommended by shareholders and will consider these candidates in the same manner as other candidates. Shareholders wishing to submit potential director candidates for consideration by our Governance Committee should follow the instructions in Frequently Asked Questions.

INDEPENDENT DIRECTORS SHAREHOLDERS INDEPENDENT SEARCH FIRMS OUR PEOPLE CANDIDATE POOL IN-DEPTH REVIEW Screen Qualifications Consider Diversity Review Independence and Potential Conflicts Meet With Directors Consider Skills/Matrix RECOMMEND SELECTED CANDIDATES FOR APPOINTMENT TO OUR BOARD RESULTS 7 NEW DIRECTORS LAST 5 YEARS

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Corporate Governance | Board Oversight of our Firm

DIRECTOR ORIENTATION

Director education about our firm and our industry is an ongoing process, which begins when a director joins our Board.

Upon joining our Board, new directors are provided with a comprehensive orientation about our firm, including our business, strategy and governance. For example, new directors typically meet with senior leaders covering each of our divisions and regions as well as with senior leaders from key control-side functions.

New directors will also undergo in-depth training on the work of each of the Board committees, such as an Audit and Risk Committee orientation session with our CFO, Controller, Treasurer and CRO, as well as a session with the Director of Internal Audit. Additional training is also provided when a director assumes a leadership role, such as becoming a Committee Chair.

Board Oversight of our Firm

KEY AREAS OF BOARD OVERSIGHT

Our Board is responsible for, and committed to, the oversight of the business and affairs of our firm. In carrying out this responsibility, our Board advises our senior management to help drive success for our clients and long-term value creation for our shareholders, and oversees management’s efforts to ensure that the firm’s cultural expectations are appropriately communicated and embraced throughout the firm. Our Board discusses and receives regular updates on a wide variety of matters affecting our firm.

    Strategy  

∎Our Board takes an active role in overseeing management’s formulation and implementation of the firm’s strategic plans

»Receives presentations covering firmwide, divisional and regional strategy and discusses these matters throughout the year both during and outside of Board meetings

∎Our Board’s focus on overseeing risk management enhances our directors’ ability to provide insight and feedback to senior management, and if necessary to challenge management, on our firm’s strategic direction

∎Our Lead Director helps facilitate our Board’s oversight of strategy by ensuring that the directors receive adequate information about strategy and by discussing strategy with independent directors at executive sessions

Strategy Risk Management CEO Performance Executive Succession Planning Financial Reporting CONSIDERATION OF OUR REPUTATION IS CENTRAL TO BOARD AND COMMITTEE OVERSIGHT

Proxy Statement for the 2017 Annual Meeting of Shareholders  |  Goldman Sachs        29

Corporate Governance | Board Oversight of our Firm

Risk Management
Our Board is responsible for overseeing the risk management of our firm, which is carried out by the full Board as well as at each of its committees, and in particular the Risk Committee
BOARD RISK MANAGEMENT OVERSIGHT INCLUDES: ∎  Strategic and financial considerations ∎  Legal, regulatory and compliance risks ∎  Other risks considered by committees
RISK COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎  Overall risk-taking tolerance and risk governance ∎  Our Risk Appetite Statement (in coordination with our full Board) ∎  Liquidity, market, credit, operational and model risks ∎  Our Capital Plan, capital ratios and capital adequacy ∎  Technology and cybersecurity risks
PUBLIC RESPONSIBILITIES COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎Brand and reputational risk, including client and business standards considerations as well as reports regarding the Firmwide Reputational Risk Committee that review certain transactions that may present heightened reputational risk ∎Environmental, social and governance risk	COMPENSATION COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎Firmwide compensation program and policies that are consistent with the safety and soundness of our firm and do not raise risks reasonably likely to have a material adverse effect on our firm ∎Jointly with our Risk Committee, annual CRO compensation-related risk assessment (see page 44)
AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎Financial, legal and compliance risk, in coordination with our full Board ∎Coordination with our Risk Committee, including with respect to our risk assessment and risk management practices	GOVERNANCE COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎Managing risks related to board composition and board and executive succession

CEO Performance  

∎Under the direction of our Lead Director, our Governance Committee annually evaluates Mr. Blankfein’s performance

»The evaluation process includes an executive session of independent directors, a closed session with Mr. Blankfein and additional discussion between our Lead Director and Mr. Blankfein throughout the year

∎The Committee reviews the results of Mr. Blankfein’s evaluation under our “360 degree” review process (360° Review Process, as described further on page 38) and also assesses Mr. Blankfein’s performance both as CEO and as Chairman of the Board against the key criteria and responsibilities for these roles that were developed by the Governance Committee

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REPUTATIONAL RISK MANAGEMENT

Corporate Governance | Board Oversight of our Firm

Executive Succession Planning

∎Our Governance Committee has adopted a framework relating to executive succession planning, under which the Committee has defined specific criteria for, and responsibilities of, each of the CEO, COO and CFO roles. The Committee then focuses on the particular skill set needed to succeed in these roles at our firm ∎Our Lead Director also meets on this topic separately with our CEO and facilitates additional discussions with our independent directors about succession planning throughout the year, including at executive sessions

Financial Reporting  

∎Our Board, through its Audit Committee, is responsible for overseeing management’s preparation and presentation of our annual and quarterly financial statements and the effectiveness of our internal control over financial reporting

»Each quarter, our Audit Committee meets with members of our management, the Director of Internal Audit and our independent registered public accounting firm to review and discuss our financial statements as well as our quarterly earnings release

∎In addition, our Audit Committee is directly responsible for overseeing the independence, performance and compensation of our independent registered public accounting firm. In this regard, our Audit Committee and Audit Committee Chair are directly involved with the periodic selection of the lead engagement partner

COMMITMENT OF OUR BOARD – 2016 MEETINGS

	2016 MEETINGS
Board	14
Audit	15
Compensation	9
Governance	7
Risk	7
Public Responsibilities	6
Executive Sessions of Independent Directors without Management*	4
Additional Executive Sessions of Non-Employee Directors without Management**	17

* Chaired by our Lead Director.

** Led by our independent Committee Chairs.

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Observation of senior management in a variety of settings including Board meetings, preparatory meetings, during visits to our offices around the world and client-related events Plan reviewed by the Governance Committee with our CEO at least annually with an update mid-year ALWAYS PREPARED TO APPOINT EXECUTIVES FROM WITHIN OUR FIRM Monitoring of senior management careers to ensure appropriate exposure to the Board and our business Review of senior management summaries (including 360° evaluations) and assessment of potential for executive positions

Corporate Governance | Board Oversight of our Firm

Each of our current directors attended over 75% (the threshold for disclosure under SEC rules) of the meetings of our Board and the committees on which he or she served as a regular member during 2016. Overall attendance at Board and committee meetings during 2016 was over 96% for our current directors as a group.

We encourage our directors to attend our annual meetings. All of our current directors who were members of our Board at the time attended the 2016 Annual Meeting.

Actively Engaged Directors and Independent Leadership Outside of Board Meetings

 Engagement outside of Board meetings provides our directors with additional insight     

 into our business and our industry, as well as valuable perspective on  the performance

 of our firm, the Board, our CEO and other members of senior management.

∎Our individual directors have discussions with each other and with our CEO, members of our senior management team and other key employees, as well as with our regulators

∎Our directors also receive weekly informational packages that include updates on recent developments, press coverage and current events that relate to our business

∎In addition to formal Board and committee meetings, our Committee Chairs and Lead Director meet and speak regularly with each other and with members of our management, as well as meet with our regulators and other constituents as applicable

»Among other things, each Chair, working with management, sets the agendas and reviews, provides feedback on and approves the materials for their respective committee meetings. The Lead Director also sets the Board agenda and reviews, provides feedback on and approves materials for meetings of the full Board, as well as the schedule of the Board and committee meetings.

  Over   90   meetings as Lead Director   Adebayo Ogunlesi     Over   30   meetings as Risk Chair   Michele Burns     Over   30   meetings as Public Responsibilities Chair   Bill George     Over   35   meetings as Compensation Chair   James Johnson     Over   45   meetings as Audit Chair   Peter Oppenheimer    

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Compensation Matters | Compensation Discussion and Analysis

Compensation Matters

Compensation Discussion and Analysis

2016 NEO COMPENSATION DETERMINATIONS

The following table shows our Compensation Committee’s determinations regarding our NEOs’ 2016 annual compensation as well as corresponding 2015 information (dollar amounts shown in millions). This table is different from the SEC-required 2016 Summary Compensation Table on page 55. The LTIP awards previously granted to our NEOs were not part of annual compensation and are not included in this table because no amounts are earned until the end of the relevant performance period.

NAME AND PRINCIPAL POSITION	YEAR	SALARY/ FIXED ALLOW- ANCE ($)*	ANNUAL VARIABLE COMPENSATION ($)*						TOTAL ($)		EQUITY-BASED AWARDS AS % OF ANNUAL VARIABLE COMP.	EQUITY-BASED AWARDS AS % OF TOTAL
			CASH		RSUS		PSUS (redesigned for 2016)
Lloyd C. Blankfein Chairman and CEO	2016	2.0		4.0		—		16.0		22.0	80	73
	2015	2.0		6.3		7.35		7.35		23.0	70	64
Gary D. Cohn (retired) Former President and COO	2016	1.85		5.45		12.71		—		20.0	70	64
	2015	1.85		5.75		6.7		6.7		21.0	70	64
Harvey M. Schwartz Executive Vice President and CFO	2016	1.85		5.45		—		12.71		20.0	70	64
	2015	1.85		5.75		6.7		6.7		21.0	70	64
Michael S. Sherwood (retired) Former Vice Chairman	2016	1.85/11.15**		—		7.0		—		20.0	100	64***
	2015	1.85/11.15		—		8.0		—		21.0	100	64***
Mark Schwartz (retired) Former Vice Chairman	2016	1.85		4.55		10.61		—		17.0	70	62
	2015	1.85		4.85		11.31		—		18.0	70	63

Note: Messrs. Cohn, Sherwood and Mark Schwartz retired from the firm as of December 31, 2016. (For more information regarding arrangements in connection with Mr. Cohn’s departure, see pages 50-52; for more information regarding arrangements in connection with Messrs. Sherwood’s and Mark Schwartz’s departures, see page 64.) As of January 1, 2017, Mr. Harvey Schwartz was named the firm’s President and Co-COO; he remains our CFO through April 2017, after which time he will assume the full responsibilities of his new role.

* With respect to the RSUs and PSUs awarded for 2016 annual compensation, the amount of units awarded to each NEO was determined by dividing the dollar value of the applicable compensation amount by the closing price of our Common Stock on the grant date ($231.41 on January 19, 2017). This resulted in grants as follows: Mr. Blankfein – 69,142 PSUs; Mr. Cohn – 54,903 RSUs; Mr. Harvey Schwartz – 54,903 PSUs; Mr. Sherwood – 24,654 RSUs (in respect of his fixed allowance) and 30,250 RSUs (in respect of his variable compensation); and Mr. Mark Schwartz – 45,828 RSUs.

** For 2016, Mr. Sherwood, who was based in the U.K., received a cash salary of $1.85 million and a fixed allowance of $11.15 million, payable approximately 51% in equity-based awards (as described in the preceding footnote), with the remainder in cash. Mr. Sherwood received a higher level of fixed compensation than our U.S.-based NEOs in connection with applicable U.K. regulatory guidance. See page 46 for more details.

*** This percentage reflects the RSUs paid to Mr. Sherwood as annual variable compensation, as well as the fixed allowance described in the preceding footnote.

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Compensation Matters | Compensation Discussion and Analysis

Say on Pay Feedback — Our Response Process

In connection with its determinations regarding 2016 NEO compensation, our Compensation Committee engaged in a robust process in order to respond to our 2016 Say on Pay vote. This process culminated in several changes to streamline our senior executive compensation structure.

2016 ANNUAL MEETING OUTREACH AND SAY ON PAY VOTE TARGETED SHAREHOLDER ENGAGEMENT COMPENSATION COMMITTEE ASSESSMENT COMPENSATION COMMITTEE ACTIONS SAY ON PAY FEEDBACK The firm’s 2016 Say on Pay vote received the support of approximately 66% of our shareholders. Our Compensation Committee viewed this outcome as an indication that further engagement was needed; it also reevaluated the firm’s senior executive compensation program. The Committee began by reviewing key themes that had been raised by stakeholders in recent years and evaluating the compensation program for our senior executives against these themes. The Committee commenced its evaluation process in June 2016 at its first meeting following our 2016 Annual Meeting. It directed a review process to be undertaken to assess industry-wide best practices and potential program modifications in response to stakeholder feedback. TARGETED SHAREHOLDER ENGAGEMENT Additionally, we undertook an enhanced engagement effort throughout the fall of 2016. Through this process, we met with shareholders representing approximately 40% of our shares outstanding, as well as with other constituents, to discuss feedback on our executive compensation program. These efforts informed the Committee’s discussions, and allowed the Committee to better assess stakeholder views as to how the themes identified by the Committee could best be addressed. COMPENSATION COMMITTEE ASSESSMENT As a result of its evaluation, the Committee highlighted certain key areas of focus, which it discussed at its September and October meetings: Although the firm had introduced PSUs for 2014 in response to stakeholder feedback to add a metrics-based component of annual compensation, certain stakeholders expressed the view that the PSUs should include a relative performance component in addition to an absolute performance component in order to more closely tie compensation to the firm’s performance relative to peers. While stakeholders had expressed support for the firm’s comprehensive approach to ensuring that our senior executives are appropriately focused on the long-term success of the firm, certain stakeholders had expressed the view that, particularly after the introduction of PSUs, the LTIP was overly complex and it was difficult to assess the value of the awards prior to the end of the performance period. COMPENSATION COMMITTEE ACTIONS Ultimately, after considering the range of perspectives provided by our stakeholders in connection with these key areas, our Compensation Committee made several changes to streamline our senior executive compensation structure (see following page).

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Compensation Matters | Compensation Discussion and Analysis

Compensation Committee Actions
STAKEHOLDER FEEDBACK	OUR COMPENSATION COMMITTEE’S RESPONSE
∎Overly complex compensation program for senior executives (e.g., grant of LTIP awards in addition to annual compensation program, complexity in LTIP calculation mechanics, overlapping performance thresholds for LTIP and PSU awards) ∎Metrics for performance-based pay measured only on absolute basis; no incentive tied to performance relative to peers ∎Desire for a higher proportion of performance- based compensation	✓Compensation structure streamlined; overlapping performance metrics eliminated ✓LTIP grants discontinued ✓PSUs redesigned to add relative ROE component that more closely ties compensation to performance relative to peers over a three-year performance period using as reported financial results ✓For CEO and CFO, equity-based annual compensation paid entirely in PSUs, resulting in significant increase in percentage of variable compensation tied to ongoing performance metrics ✓80% of CEO’s 2016 annual variable compensation tied to ongoing performance metrics (compared to 35% for 2015)

CEO Year-End Compensation Decisions: 2015 vs. 2016

As part of its response to stakeholder feedback, our Compensation Committee streamlined our CEO’s compensation structure:

  ∎Bifurcated compensation structure; long-term performance-based pay awarded in both PSUs and LTIP grant   ∎70% of annual variable compensation awarded in equity-based forms; 35% tied to ongoing performance metrics   ∎Streamlined compensation structure with all long-term performance-based pay now awarded in PSUs; overlapping performance metrics eliminated   ∎Equity-based component of annual variable compensation increased to 80% and awarded entirely in PSUs   ∎80% of annual variable compensation tied to ongoing performance metrics  

2015 $21.0M ANNUAL VARIABLE COMPENSATION 30% CASH 35% PSUS 35% RSUS + $7.0M LTIP AWARD 2016 $20.0M ANNUAL VARIABLE COMPENSATION 20% CASH 80% REDESIGNED PSUS LTIP Discontinued

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Compensation Matters | Compensation Discussion and Analysis

3-YEAR AVERAGE ABSOLUTE ROE (AS REPORTED) % EARNED* <4% 0% 4% to <14% Based on relative ROE; see scale at right ³ 14% 150% 3-YEAR AVERAGE RELATIVE ROE (AS REPORTED) % EARNED* <25th percentile 25% 25th percentile 50% 50th percentile 100% ³ 75th percentile 150% *% earned is scaled if performance is between specified thresholds

Redesigned PSUs – Key Facts  

∎PSUs represent 100% of the 2016 year-end equity-based compensation granted to our CEO and CFO

∎PSUs will be paid at 0-150% of the initial award based on our average ROE (using as reported financial results) over 2017–2019, using both absolute and relative metrics as described in the below table

»Historic PSUs awarded for prior years are structured to pay at 0–150% of the initial award using absolute metrics only

»Our Compensation Committee continues to believe ROE is the appropriate risk-based metric for the PSUs because it is an important indicator of the firm’s operating performance

∎For purposes of the relative ROE metric, our peer group consists of Bank of America, Citigroup, JPMorgan Chase, Morgan Stanley, Barclays, Credit Suisse, Deutsche Bank and UBS (i.e., our U.S. Peers and European Peers)

»This peer group was selected to represent firms that have a significant presence in the global investment banking business and balance sheet and capital considerations similar to those of Goldman Sachs

∎Our Compensation Committee has discretion to cap the percentage earned under the PSUs at 100% if our average ROE over the performance period is between 4–6% (regardless of our relative ROE)

∎After the end of the performance period, the PSUs will settle one-half in cash and one-half in “Shares at Risk” (i.e., stock received from PSUs (after applicable tax withholding) will be subject to transfer restrictions through January 2022, five years from the grant date)

»Our Compensation Committee determined to settle the PSUs partially in cash in consideration of the extensive share holding requirements already applicable to our CEO and CFO (see page 48 for additional detail)

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Compensation Matters | Compensation Discussion and Analysis

How Our Compensation Committee Made Its Decisions   ∎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 (see page 43 for more detail).   ∎After consideration of various data, including an analysis of peer company compensation, the Committee determined that 2015 compensation amounts were appropriate to use as a baseline for 2016 decisions.   ∎Based on its assessment of the factors described on the following pages, the Committee determined that total annual 2016 compensation for each NEO should be reduced by approximately 4–6%.   2016 Firmwide Performance   The Committee determined a reduction in NEO compensation for 2016 was appropriate in light of, among other factors, the firm’s decrease in net revenues compared to 2015, primarily due to the challenging operating environment during the first half of 2016, particularly during the first quarter. However, the Committee also took into consideration the following factors in determining the amount of the reduction:   ∎The firm’s financial results, which reflected strong performance in the second half of 2016 and relative to the firm’s U.S. Peers and European Peers;   ∎The firm’s disciplined expense management, including the lowest annual non-compensation expenses since 2007 and the completion of a savings initiative resulting in a reduction of approximately $900 million in run-rate compensation;   ∎Our strong financial position with respect to year-end capital ratios and liquidity levels;   ∎The firm’s strong capital return to shareholders, including the prudent use of share repurchases, which resulted in the firm’s lowest ever basic share count;   ∎Our continued #1 position in announced and completed M&A league tables, our top 3 ranking in equity underwriting and improved positioning in debt underwriting league tables;   ∎The strength in our Investment Management business, where the firm achieved record assets under supervision;   ∎Each NEO’s individual performance, including continued strength in establishing a “tone at the top” which focused on, among other items, the firm’s culture of adaptability, client service, risk management (including reputational risk) and emphasis on the importance and performance of the firm’s “control side”; and   ∎The strategic vision of our senior leadership, including the launch of a new consumer lending platform
(Marcus by Goldman Sachs).   * Percentages reflect change vs. 2015

KEY FIRMWIDE FINANCIALPERFORMANCE METRICS CONSIDERED BY OUR COMPENSATION COMMITTEE9.4% Our ROE was approximately 150 basis points higher than our U.S. Peer average and approximately 900 basis points higher than our European Peer average 6.7%*Our BVPS was $182.47 as of December 31, 2016 19%* Total operating expenses were the lowest since 2008 8%* Compensation and benefits expense declined, reflecting a decrease in net revenues and the impact from savings initiatives * Percentages reflect change vs. 2015

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Compensation Matters | Compensation Discussion and Analysis

In assessing our financial performance, the Committee reviewed EPS, BVPS and ROE, as well as our stock price performance, pre-tax earnings, net revenues, net earnings, compensation and benefits expense, non-compensation expense and Compensation Ratio. The Committee focused on EPS, BVPS and ROE as the appropriate risk-adjusted measures of our operating performance and ability to generate shareholder value in 2016. All metrics were considered on a year-over-year basis, as well as relative to our U.S. Peers and European Peers and in the context of the broader environment in which the firm operates.

Our Compensation Committee places substantial importance on firmwide performance metrics when assessing NEO compensation amounts. Firmwide performance is considered by the Committee in a holistic manner without ascribing specific weights to any single financial metric.

2016 Individual Performance

Our Compensation Committee also considered key individual performance highlights and achievements of each of our NEOs in connection with determining his 2016 annual compensation. Our NEOs are evaluated under our 360° Review Process, which includes feedback in key areas such as those summarized in the graphic below:

      CEO Under the direction of our Lead Director, our Governance Committee evaluated the performance of our CEO, including a summary of his evaluation under the 360° Review Process (see page 30 for more detail). Our Compensation Committee considered this evaluation and also discussed our CEO’s performance as part of its executive session to determine his compensation.   Other NEOs Our CEO discussed the performance of our other NEOs, including a summary of their evaluations under the 360° Review Process, with our Compensation Committee. In addition, our CEO submitted variable compensation recommendations to the Committee for our other NEOs, but did not make recommendations about his own compensation.

CLIENT FOCUS LEADERSHIP & PEOPLE DEVELOPMENT COMMUNICATION DIVERSITY AND INCLUSION CULTURE CARRIER COMMERCIAL CONTRIBUTIONS COMPLIANCE WITH FIRM POLICIES JUDGMENT CONTROL-SIDE EMPOWERMENT RISK MANAGEMENT & FIRM REPUTATION 360o REVIEW PROCESS Includes confidential input from employees, including those who are senior to, peers of and junior to the employee being reviewed

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Compensation Matters | Compensation Discussion and Analysis

Lloyd C. Blankfein Chairman and CEO	KEY RESPONSIBILITIES	2016 ANNUAL COMPENSATION MIX
	Our Chairman and CEO is responsible for managing our business operations and overseeing our senior leaders. He leads the implementation of corporate policy and strategy and is the primary liaison between our Board and the management of our firm. In addition to his role as the leader of our organization and people, he also serves as the primary public face of our firm.
	KEY PERFORMANCE ACHIEVEMENTS
	∎Led the firm’s strong relative financial performance; after the challenging operating environment in the first half of 2016, second half net revenues grew 16% year-over-year. ∎Continued to place a heightened focus on client engagement, including in the technology and financial sectors. ∎Devoted significant time and attention to succession planning considerations, enabling the firm to act quickly and efficiently in a number of executive transitions in late 2016 and early 2017. ∎Served as an ongoing leader within the financial services industry with respect to engagement with the media and other external constituents. ∎Demonstrated an unwavering commitment to the firm and its people.

Gary D. Cohn Former President and COO (retired from the firm effective December 31, 2016)	KEY RESPONSIBILITIES	2016 ANNUAL COMPENSATION MIX
	Our former President and COO was responsible for managing our day-to-day business operations and executing on firmwide priorities. He served as a key liaison to our clients.
	KEY PERFORMANCE ACHIEVEMENTS
	∎Continued to extend client coverage, including with respect to clients of the firm’s Securities Division and in the Asia Pacific (APAC) region. ∎Served as an important touchpoint between the heads of the firm’s revenue divisions and senior control-side personnel with respect to risk management and other matters. ∎Served as chair of both our Firmwide Reputational Risk Committee and our Client and Business Standards Committee. ∎Effectively led the firm’s 2016 Participating Managing Director selection process by ensuring, among other factors, an appropriate emphasis on diversity and culture.

18% variable cash compensation 9% base salary 73% PSUs Equity-based awards represent 80% of 2016 annual compensation excluding base salary 27% variable cash compensation 9% base salary 64% RSUs Equity-based awards represent 70% of 2016 annual compensation excluding base salary Note: Mr. Cohn was awarded RSUs, rather than PSUs, given his nomination to become Director of the NEC. See pages 50-52 for more detail.

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Compensation Matters | Compensation Discussion and Analysis

Harvey M. Schwartz Executive Vice President and CFO (effective January 1, 2017, was named the firm’s President and Co-COO; he remains as CFO during a transition period, after which time he will assume the full responsibilities of his new role)	KEY RESPONSIBILITIES	2016 ANNUAL COMPENSATION MIX
	Our CFO is responsible for managing the firm’s overall financial condition, including our capitalization and our funding and liquidity profile. He is also responsible for financial analysis and reporting, as well as our operations and technology functions. He is a primary liaison to our investors.
	KEY PERFORMANCE ACHIEVEMENTS
	∎Integrally involved in subjects of critical significance to the firm, including risk, capital, liquidity and reputational matters. ∎Focused on enhancing the role of the firm’s control side, both externally and internally. ∎Played a key role in leading the firm’s investor dialogue, particularly throughout the first half of 2016’s challenging environment. ∎Continued to serve as a crucial point of contact with a broad group of regulators on a range of issues impacting our firm, our clients and the industry.

Michael S. Sherwood Former Vice Chairman and Co-CEO of Goldman Sachs International (retired from the firm effective December 31, 2016)	KEY RESPONSIBILITIES	2016 ANNUAL COMPENSATION MIX
	Our former Co-CEO of Goldman Sachs International was responsible for the firm’s business and activities in the Europe, Middle East and Africa (EMEA) region and in Growth Markets. He was a key leadership presence and liaison with EMEA regulators, particularly in the U.K.
	KEY PERFORMANCE ACHIEVEMENTS
	∎Served as a key leader in addressing the initial impact of the U.K. “Brexit” vote on the firm, our clients and the financial services industry, with a special focus on risk management considerations. ∎Effectively navigated the challenging environment in key growth markets, specifically focusing on a continued emphasis on reinforcing the firm’s culture in the midst of geopolitical uncertainty. ∎Played an important role in client engagement, particularly across the EMEA region. ∎Continued to emphasize the importance of productive regulatory relationships, particularly with respect to conduct and culture issues.

27% variable cash compensation 9% base salary 64% PSUs Equity-based awards represent 70% of 2016 annual compensation excluding base salary 27% fixed allowance (cash component) 9% base salary 64% PSUs including fixed allowance) Equity-based awards represent 70% of 2016 annual compensation excluding base salary Note: Mr. Sherwood, who was based in the U.K., received a fixed allowance in connection with applicable U.K. regulatory guidance. See page 46 for more detail.

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Compensation Matters | Compensation Discussion and Analysis

Mark Schwartz Former Vice Chairman and Chairman of Goldman Sachs Asia Pacific (retired from the firm effective December 31, 2016)	KEY RESPONSIBILITIES	2016 ANNUAL COMPENSATION MIX
	Our former Chairman of Goldman Sachs Asia Pacific was responsible for the firm’s business and activities in the APAC region. He served as an important representative for the firm, particularly in China.
	KEY PERFORMANCE ACHIEVEMENTS
	∎Maintained emphasis on building long-term client relationships in the APAC region while remaining committed to risk management. ∎Served as an effective voice for the firm in key forums such as the US-China Business Council. ∎Continued to develop a constructive dialogue with government leaders, including with respect to foreign policy, trade and regulatory matters. ∎Devoted significant time and energy to important issues affecting the firm’s culture, including mentorship and diversity.

No Spacing;27% variable cash compensation 11% base salary 62% RSUs Equity-based awards represent 70% of 2016 annual compensation excluding base salary

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Compensation Matters | Compensation Discussion and Analysis

KEY PAY PRACTICES

Our Compensation Committee considers the design of our executive compensation program to be integral to furthering our Compensation Principles, including paying for performance and effective risk management. The following chart summarizes certain of our key pay practices.

What We Do    

✓Align pay with firmwide performance, including through use of RSUs and PSUs

✓Tie 100% of equity-based compensation granted to our CEO and CFO to ongoing performance metrics

✓Engage proactively with shareholders

✓Review and carefully consider stakeholder feedback in structuring executive compensation

✓Grant equity-based awards as a significant portion of our NEOs’ annual variable compensation

     (for 2016, at least 70%)

✓Apply significant share holding requirements through:

     »  Stock Ownership Guidelines for NEOs

     »  Retention requirements for PMDs

     »  “Shares at Risk” underlying year-end equity-based awards; transfer restrictions apply for five years

     after grant date to all or substantially all shares delivered to our NEOs (after applicable tax withholding)

     even if the NEO leaves our firm

✓Exercise judgment responsive to the cyclical nature of our business

✓Apply clawback policy to variable compensation awards

✓Provide for annual assessment by our CRO of our compensation programs to ensure programs

     do not encourage imprudent risk-taking

✓Utilize an independent compensation consultant

What We Don’t Do    

û  No employment, “golden parachute” or severance agreements with our executive officers

û  No guaranteed bonus arrangements with our executive officers

û  No tax gross-ups for our executive officers

û  No repricing of underwater stock options

û  No excessive perquisites

û   No ongoing pension benefit accruals for executive officers

û   No hedging transactions or short-sales permitted for any executive officer

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Compensation Matters | Compensation Discussion and Analysis

FRAMEWORK FOR COMPENSATION DECISIONS

Our Compensation Committee continues to believe that, in order to achieve our overarching goal of enhancing shareholder value while promoting the safety and soundness of our firm, it is important to retain discretion when determining compensation amounts for our senior executives and tying such compensation to ongoing performance metrics where appropriate.

Benefits of Discretionary Elements  within our Compensation Program    

∎ Our business is dynamic and requires us to respond rapidly to changes in our operating environment. A rigid, formulaic program based on metrics could hinder our ability to do so and could have unintended consequences.

∎Our program is designed to encourage executives to act prudently on behalf of both shareholders and clients, regardless of prevailing market conditions. This goal could be compromised by a strictly formulaic program, which might incentivize executives to place undue focus on achieving specific metrics at the expense of others.

∎Strictly formulaic compensation would not permit adjustments based on less quantifiable factors such as unexpected external events or individual performance.

∎Equity-based awards comprise a significant portion of annual variable compensation for our NEOs and help to ensure long-term alignment without the disadvantages of purely formulaic compensation.

Our Compensation Committee has listened to shareholder feedback and made changes to our compensation program over time, which have helped to ensure that our executive compensation program continues to be appropriately aligned with our Compensation Principles.

Our Compensation Principles

Our Compensation Principles guide our Compensation Committee in its review of compensation at our firm, including the Committee’s determination of NEO compensation. The full text of our Compensation Principles is available on our public website at www.gs.com/corpgov. Key elements of the Compensation Principles include:

PAYING FOR     PERFORMANCE	ENCOURAGING FIRMWIDE   ORIENTATION AND CULTURE	DISCOURAGING   IMPRUDENT RISK-TAKING	ATTRACTING AND   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, but the recognition of individual performance should be considered in the context of the competitive market for talent.

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Compensation Matters | Compensation Discussion and Analysis

Compensation Committee Framework to Determine NEO Compensation

In addition to our Compensation Principles, our Compensation Committee is guided by our Compensation Framework, which more broadly governs the variable compensation process for employees who have the ability to expose the firm to material amounts of risk (such as our NEOs). Pursuant to the Compensation Framework, our Committee considered the following information in determining the amount and form of variable compensation to be awarded to each of our NEOs (firmwide financial performance and individual performance are discussed above on pages 37-41): Stakeholder Feedback ∎In making NEO compensation decisions, our Compensation Committee reviews and carefully considers: »Specific feedback received from shareholders and other constituents; and »The results of our Say on Pay votes.
∎As described on pages 34-35 above, our Compensation
Committee took the results of our most recent Say on Pay vote into account in evaluating NEO compensation which resulted in several changes, including the discontinuation of LTIP grants and the redesign of our PSUs.

Risk Management

∎ Effective risk management underpins everything that we do, and compensation is carefully designed to be consistent with the safety and soundness of our firm.

∎ Our CRO presents his annual risk assessment jointly to our Compensation Committee and our Risk Committee in order to assist them with evaluating the design of our program.

» This assessment is focused on whether our program is consistent with regulatory guidance requiring that financial services firms ensure that variable compensation does not encourage imprudent risk-taking.

» Our CRO’s view was that the various components of our compensation programs and policies work together to balance risk and reward in a manner that does not encourage imprudent risk-taking.

Market for Talent

∎ Our Compensation Committee reviews the competitive market for talent as part of its review of our compensation program’s effectiveness in attracting and retaining talent, and to help determine our NEOs’ compensation.

» Our goal is always to be in a position to appoint people from within the firm to our most senior leadership positions and our executive compensation program is intended to incentivize our people to stay at Goldman Sachs and to aspire to these senior roles.

∎ The Committee conducts an evaluation of our existing NEO compensation program, comparing it to that of our U.S. Peers and European Peers.

» A reevaluation of this peer group by the Committee in 2016 led to the elimination of American Express Company and Wells Fargo & Company given that they do not have a significant presence in the global investment banking business or balance sheet and capital considerations similar to those of the firm.

∎ This evaluation is performed with information and assistance from our Global Head of Human Capital Management (HCM), and is based on information on compensation (including plan design and compensation levels for named executive officers at peer firms) and financial performance obtained from an analysis of public filings by our Finance and HCM Divisions, as well as compensation surveys conducted by Willis Towers Watson.

Firmwide Financial Performance Individual Performance Independent Compensation Consultant Stakeholder feedback CRO Input and Risk Management Market for Talent Regulatory Considerations COMPENSATION COMMITEE DECISIONS

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Compensation Matters | Compensation Discussion and Analysis

Regulatory Considerations

∎ Our Compensation Committee also considers regulatory matters and the views of our regulators when determining NEO compensation. Throughout 2016, our senior management briefed the Committee on relevant regulatory developments.

Independent Compensation Consultant Input

∎ Our Compensation Committee recognizes the importance of using an independent compensation consulting firm that is appropriately qualified and that provides services solely to our Committee and not to our firm. Accordingly, the Committee again retained Semler Brossy as its independent compensation consultant in 2016.

∎ The Committee uses Semler Brossy because of the quality of its advice as well as its:

» Extensive experience working with a broad cross-section of companies;

» Multi-faceted business perspective; and

» Expertise in the areas of executive compensation, management incentives and performance measurement.

∎ In 2016, the Committee asked Semler Brossy to assess our compensation program for our PMDs, including our NEOs.

VIEWS OF INDEPENDENT COMPENSATION CONSULTANT

“The PMD pay program has continued to:

∎Be aligned with, and sensitive to, firm performance;

∎Contain features that reinforce significant alignment with shareholders and a long-term focus; and

∎Utilize policies and procedures, including subjective determinations, that facilitate the firm’s approach to risk taking and risk management by supporting the mitigation of known and perceived risks.”

∎ Semler Brossy did not recommend, and was not involved in determining, the amount of any NEO’s compensation.

∎ In addition to providing its assessment of our compensation program for PMDs, Semler Brossy also participated in the discussion of our CRO’s compensation-related risk assessment and reviewed the peer compensation and financial information provided to the Committee by our Finance Division, our HCM Division and Willis Towers Watson (as described above).

In February 2016, our Compensation Committee determined that Semler Brossy 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 based on these factors:
Semler Brossy provides services only to the Committee (and not to our firm).	Semler Brossy has no significant business or personal relationship with any member of the Committee or any executive officer.	The fees our firm paid to Semler Brossy are not material to Semler Brossy’s total revenues.	None of Semler Brossy’s principals owns any shares of our Common Stock.

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Compensation Matters | Compensation Discussion and Analysis

OVERVIEW OF COMPENSATION ELEMENTS

Fixed Compensation

∎ Fixed compensation provides our NEOs with a predictable level of income that is competitive with our peers.

∎ We made no changes to NEO base salaries, and our Compensation Committee believes that these salary levels are competitive in the market for talent.

∎ The requirements of the European Union’s Fourth Capital Requirements Directive (CRDIV) impact the amount of variable compensation that is permitted to be granted to certain U.K. employees. Mr. Sherwood received a fixed allowance of $11.15 million for 2016, in addition to his base salary (the same amount as he had received for 2015).

» In order to align the equity component of Mr. Sherwood’s overall 2016 compensation with that of the other NEOs, this fixed allowance was paid approximately 51% in RSUs, with the remainder paid in cash.

» The fixed allowance RSUs will deliver as Shares at Risk in three approximately equal installments in each of 2018, 2019 and 2020. Substantially all of the Shares at Risk delivered to Mr. Sherwood (after applicable tax withholding) will be restricted from sale until January 2022. However, as required by regulatory guidance, these fixed allowance RSUs are not subject to the clawback and forfeiture provisions that apply to year-end RSUs (e.g., cause and/or non-compete provisions).

Annual Variable Compensation

∎ Variable compensation provides our NEOs with the opportunity to realize cash and equity-based incentives that are aligned with firmwide and individual performance. Amounts were determined based on our Compensation Committee’s assessment of firmwide and individual performance, among other factors.

∎ In 2016, we paid annual variable compensation to our NEOs in the form of cash, RSUs or PSUs. Certain material terms of each of the equity-based components are summarized below. Additional detail regarding other material terms is provided as follows:

» Clawback and forfeiture provisions are described more fully on pages 48-49; and

» Treatment upon a termination of employment or change-in-control is described more fully in —Executive Compensation—Potential Payments Upon Termination or Change-in-Control on pages 63-66.

Annual Variable Compensation – RSUs  – Overview of Material Terms    

∎Provide recipient with annual equity-based incentives; value tied to firm performance through stock price

∎Vested at grant; underlying shares are generally delivered in three approximately equal installments on first, second and third anniversaries of grant

»For Mr. Sherwood, pursuant to regulatory requirements applicable to U.K. employees designated as “Senior Managers,” underlying shares will be delivered in five approximately equal installments on the third through seventh anniversaries of grant

∎Shares underlying RSUs are Shares at Risk, meaning that, for our NEOs, transfer restrictions apply for five years after grant date to all or substantially all Shares at Risk that are delivered (after applicable tax withholding)

»Approximately 50% of underlying shares are transferable upon delivery to permit NEOs to satisfy tax withholding obligations

»For Mr. Sherwood, Shares at Risk delivered on or after the fifth anniversary of grant will be subject to transfer restrictions for approximately six months following delivery

∎Transfer restrictions generally prohibit sale, transfer, hedging or pledging of underlying Shares at Risk, even if the NEO leaves our firm (subject to limited exceptions; see pages 63-66 for more detail)

∎Transfers may be permitted in limited circumstances (for example, gifts to estate planning entities) so long as the Shares at Risk continue to be subject to the underlying terms

∎Each RSU includes a dividend equivalent payment right

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Compensation Matters | Compensation Discussion and Analysis

Annual Variable Compensation – PSUs  – Overview of Material Terms    

∎Provide recipient with annual variable compensation that has a metrics-based outcome; value tied to firm performance both through stock price and metrics-based structure

∎PSUs will be paid at 0-150% of the initial award based on our average ROE over 2017-2019 using both absolute and relative metrics; see page 36 for more detail on calculation methodology

»Our Compensation Committee has discretion to cap the percentage earned under the PSUs at 100% if our average ROE over the performance period is between 4-6% (regardless of our relative ROE)

∎Awards will be settled in 2020, with 50% settled in cash based on the average closing price of our Common Stock over a ten trading day period, and 50% settled in Shares at Risk (i.e., stock received from PSUs (after applicable tax withholding) will be subject to transfer restrictions through January 2022, five years from the grant date)

»Transfer restrictions generally prohibit sale, transfer, hedging or pledging of underlying Shares at Risk, even if the NEO leaves our firm (subject to limited exceptions; see pages 63-66 for more detail)

»Transfers may be permitted in limited circumstances (for example, gifts to estate planning entities) so long as the Shares at Risk continue to be subject to the underlying terms

∎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 the Corporation in its annual report

»For purposes of determining ROE of our peers, annual ROE is as reported in the peer company’s publicly disclosed annual report, rounded to one decimal place

»If a peer company’s ROE is not available in this form, its ROE will be its annualized net earnings applicable to common shareholders divided by average common shareholders’ equity and will be calculated using available publicly-disclosed information

∎If necessary or appropriate to maintain intended economics of PSUs, our Compensation Committee may make adjustments based on publicly available data:

»To the firm’s or a peer company’s ROE as it deems equitable in light of changed circumstances (e.g., unusual or non-recurring events resulting from accounting changes, changes in capital structure, or a material change in the firm’s or a peer company’s revenue mix or business activities); and/or

»To the applicable peer group in certain specified circumstances (e.g., a merger or a material change in a peer company’s revenue mix or business activities)

∎Each PSU includes a cumulative dividend equivalent payment right payable only if and when the underlying PSU award is earned

Long-Term Performance Incentive Plan

∎ As described above on pages 34-35, after ongoing discussions throughout the summer and fall of 2016 our Compensation Committee determined to discontinue grants of LTIP awards.

∎ With respect to LTIP awards made in prior years, our Compensation Committee felt it appropriate to continue with its original expectation, established in January of 2015, that all LTIP awards have an eight-year performance period except in limited circumstances. Accordingly, the Committee determined in December 2016 that the LTIP awards originally granted to each of our NEOs in January 2015 would have a performance period ending in December 2022, instead of December 2017.

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Compensation Matters | Compensation Discussion and Analysis

OTHER COMPENSATION POLICIES AND PRACTICES

Stock Ownership Guidelines and Retention Requirements

∎ Based on our Compensation Committee’s recommendation and taking into account stakeholder feedback, in January 2015 our Board adopted Stock Ownership Guidelines to supplement the longstanding retention requirements applied through our Shareholders’ Agreement (described below). These guidelines apply to all of our NEOs, as well as any other individual in a Senior Executive position, and 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; and

» Each other executive subject to the Stock Ownership Guidelines 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 a Senior Executive position at the firm.

» Transition rules would apply in the event that an individual becomes newly appointed to a Senior Executive position.

∎ Each of our continuing NEOs currently meets these Stock Ownership Guidelines.

∎ Separate from the Stock Ownership Guidelines, our Shareholders’ Agreement continues to impose retention requirements on each of our NEOs with respect to shares of Common Stock received in respect of equity awards.

» Our CEO is required, for so long as he holds that position, to retain (including, in certain cases, ownership through estate planning entities established by him) at least 75% of the shares of Common Stock received (net of payment of any option exercise price and withholding taxes) as compensation (After-Tax Shares) since becoming a Senior Executive.

» Similarly, each of our other NEOs is required, for so long as he holds a Senior Executive position, to retain at least 50% of After-Tax Shares received beginning in January 2015, and 75% of After-Tax Shares received as a Senior Executive prior to January 2015.

Clawback Policy

∎ Our Compensation Committee adopted a clawback policy in January 2015 that formalized and expanded our longstanding clawback practices in a comprehensive, standalone policy. The policy applies to all of our NEOs, as well as any other individual in a Senior Executive position, and permits recovery of awards (including equity- based awards, underlying Shares at Risk, cash variable compensation and historical LTIP awards, as applicable) in certain circumstances.

∎ The clawback policy also expands the Sarbanes-Oxley Clawback provisions to apply to variable compensation (whether cash- or equity-based) paid to any of our Senior Executives (even though the Sarbanes-Oxley Act provision on which it is based requires the clawback to apply only to our CEO and CFO).

∎ As in prior years, 2016 year-end PSUs and RSUs (and underlying Shares at Risk) granted to our NEOs are subject to forfeiture or recapture by us in certain cases, even after applicable transfer restrictions lapse.

» If we determine that Shares at Risk may be recaptured after delivery, we can require the return of those shares to us or the repayment to us of the fair market value of the shares (including those withheld to pay withholding taxes) and any other amounts, such as dividends or dividend equivalents, paid or delivered in respect thereof.

∎ 2016 year-end PSUs and RSUs (and, in certain cases, underlying Shares at Risk) granted to our NEOs provide for forfeiture or recapture if:

» The Committee determines that during 2016, the NEO participated (including, in certain cases, participation in a supervisory role) in actions on behalf of our firm or our clients without appropriately considering risk of any kind to our firm or the broader financial system, which have or reasonably could be expected to result in a material adverse impact on our firm, the NEO’s business unit or the broader financial system;

» Our firm is determined by bank regulators to be “in default” or “in danger of default” as defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or fails to maintain for 90 consecutive business days the required “minimum Tier 1 capital ratio” (as defined under Federal Reserve Board regulations);

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Compensation Matters | Compensation Discussion and Analysis

» The events covered by our Sarbanes-Oxley Clawback occur;

» The NEO engages in conduct constituting “cause” (e.g., any material violation of any firm policy or conduct detrimental to our firm); or

» The NEO associates with any business enterprise that competes with any portion of our business.

∎ Mr. Sherwood’s year-end RSUs (and, in certain cases, underlying Shares at Risk) are also subject to several additional clawback provisions mandated by U.K. regulatory guidance. These provisions contemplate clawback in the event of:

» A material downturn in financial performance suffered by the firm or certain business units;

» A material failure of risk management suffered by the firm or certain business units on or before December 31, 2023;

» Serious misconduct that is sufficient to justify summary termination of employment under English law occurring on or before December 31, 2023 (to the extent not otherwise covered by the “cause” clawback described above); and

» A failure of supervision (i.e., a forfeiture resulting from the serious misconduct of an employee over which Mr. Sherwood has supervisory responsibility, where the forfeiture relates to compliance, control or risk) that occurred during 2016.

Hedging Policy; Pledging of Common Stock

Our NEOs are prohibited from hedging any shares of our Common Stock, even shares they can freely sell, for so long as they remain executive officers. In addition, our NEOs and all other employees are prohibited from hedging their equity-based awards. Our employees, other than our executive officers, may hedge only shares of our Common Stock that they can otherwise sell. However, they may not enter into uncovered hedging transactions and may not “short” shares of our Common Stock. Employees also may not act on investment decisions with respect to our Common Stock except during applicable “window periods.” None of our executive officers has any shares of Common Stock subject to a pledge.

Qualified Retirement Benefits

During 2016, each of our NEOs (other than Mr. Sherwood) participated in The Goldman Sachs 401(k) Plan (401(k) Plan), which is our U.S. broad-based tax-qualified retirement plan. In 2016 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 contribute, up to a maximum of $10,600. For 2016 these individuals each received a matching contribution of $10,600.

Mr. Sherwood has not participated in The Goldman Sachs UK Retirement Plan (GS U.K. Pension Plan) since April 2006, when he elected not to accrue any future pension benefits in respect of his continuing service with the firm. The firm provides each employee who has opted out of future participation in the GS U.K. Pension Plan, including Mr. Sherwood, with an annual payment in lieu of his or her participation. For employees who opted out in April 2006, including Mr. Sherwood, the amount of this payment is $27,027, which has remained fixed since 2006 and is approximately equal to the firm’s annual cost in respect of each such employee’s participation in the GS U.K. Pension Plan at that time.

Perquisites and Other Benefits

Our NEOs received in 2016 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’ 2016 variable compensation.

During 2016, we made available to each of these individuals (other than Mr. Sherwood) a car and driver and, in some cases, other services for security and/or business purposes. Car and driver services were contracted through a third party for Mr. Mark Schwartz. We also offered our NEOs benefits and tax counseling services, generally provided or arranged by our subsidiary, The Ayco Company, L.P., to assist them with tax and regulatory compliance and to provide them with more time to focus on the needs of our business. Additionally, at our request, Mr. Mark Schwartz previously relocated to our Beijing office, and received international assignment-related benefits and tax equalization-related payments in connection with that arrangement.

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Compensation Matters | Compensation Discussion and Analysis

Our PMDs, including our NEOs, participate in our executive medical and dental program and receive executive life insurance while they remain PMDs. Our PMDs, including our NEOs, also receive long-term disability insurance coverage. Our NEOs are also eligible for a retiree health care program and receive certain other perquisites, some of which have no incremental cost to us. See “All Other Compensation” and footnote (b) in —Executive Compensation—2016 Summary Compensation Table.

Section 162(m)

Under current law, our U.S. federal corporate tax deduction for compensation paid to certain of our NEOs is limited to $1 million of non-performance-based compensation. Our NEOs’ variable compensation for 2016, including equity-based awards, is determined under The Goldman Sachs Amended and Restated Restricted Partner Compensation Plan (RPCP), which is our shareholder-approved plan under which we pay variable compensation to members of our Management Committee, including our NEOs. The RPCP provides for a maximum amount of variable compensation determined pursuant to a formula contained in the RPCP, with the Compensation Committee retaining the discretion to pay less than the formula amount. Amounts awarded pursuant to the RPCP are intended to constitute qualified performance-based compensation under Section 162(m) of the Internal Revenue Code (which does not count against the $1 million deduction limit). However, we may decide to pay non-deductible variable compensation. In addition, because salaries are not considered performance-based compensation under Section 162(m), salaries paid to our NEOs in excess of $1 million are not fully tax deductible by us.

DETERMINATIONS REGARDING MR. GARY COHN

∎ In connection with the announcement by then-President-Elect Trump that he intended to appoint Mr. Cohn as Director of the NEC, Mr. Cohn resigned as our President and Chief Operating Officer effective December 31, 2016.

∎ On January 22, 2017, Mr. Cohn received guidance from the White House Office of General Counsel, in coordination with the U.S. Office of Government Ethics (the Ethics Guidance), in connection with his anticipated appointment.

» The Ethics Guidance addressed certain actions that needed to be taken for Mr. Cohn to sever his financial interests relating to Goldman Sachs, consistent with the requirements of applicable U.S. federal ethics laws and in order for Mr. Cohn to fulfill the full range of his duties as Director of the NEC.

∎ Our Compensation Committee discussed these matters at both of its December 2016 meetings and its January 2017 meeting. After it was confirmed that the Ethics Guidance was consistent with the approach previously discussed and agreed to by the Compensation Committee, a special committee comprised of certain members of the Compensation Committee (the Special Committee) met on January 22, 2017 to formally act on these matters in order to permit Mr. Cohn to commence employment in the U.S. government.

2016 Year-End Compensation

∎ As described above, Mr. Cohn received total 2016 compensation of $20 million, comprised of year-end variable compensation of $18.15 million and base salary of $1.85 million.

» In anticipation of Mr. Cohn’s pending appointment, his equity-based grant was made in the form of RSUs instead of PSUs. This allowed the firm to settle the award in a timely manner prior to Mr. Cohn entering government service, as required by the Ethics Guidance. This resulted in a grant to Mr. Cohn of 54,903 RSUs based on the closing price of our Common Stock on January 19, 2017. The remainder of his year-end variable compensation was paid in cash.

» Given that Mr. Cohn served as our President and COO for all of 2016 and continued to exhibit outstanding leadership throughout that time, the Committee believed it was appropriate to compensate Mr. Cohn for a full year of service to the firm.

» The factors that informed the Committee’s decision regarding Mr. Cohn’s 2016 year-end compensation amount are described above on pages 37-39.

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Treatment of Outstanding RSUs and Shares at Risk

∎ In order to avoid a potential conflict of interest, the Ethics Guidance confirmed that U.S. federal ethics laws required Mr. Cohn to divest his holdings of our Common Stock.

∎ In addition to the RSUs granted to Mr. Cohn for his 2016 year-end compensation described above, Mr. Cohn held 96,572 RSUs and an additional 99,909 Shares at Risk, all of which were already fully vested. In the event that he had simply retired from the firm, the awards would have remained outstanding and would have been delivered to him in due course pursuant to their existing terms.

∎ Pursuant to the standard terms of the firm’s equity incentive plan and underlying year-end equity-based award agreements, all of Mr. Cohn’s RSUs and Shares at Risk contained a “Conflicted Employment” provision that provides for the automatic delivery of the awards and the release of applicable transfer restrictions as needed to avoid conflicts in connection with the recipient’s employment in the U.S. government. Consistent with these terms, it was determined that Mr. Cohn’s position as Director of the NEC constituted “Conflicted Employment.”

∎ Accordingly, on January 23, 2017, Mr. Cohn received delivery of the shares of our Common Stock underlying all of his outstanding RSUs, and the transfer restrictions were released on all Shares at Risk. This permits Mr. Cohn to divest himself from these interests.

Treatment of LTIP and PSU Awards

∎ At the time of his departure, Mr. Cohn held:

» Historical LTIP awards granted each year from January 2011 through January 2016; and

» Historical PSUs awarded as part of 2014 and 2015 year-end compensation.

∎ The Ethics Guidance did not permit Mr. Cohn to continue to hold the LTIP awards or PSUs. Accordingly, the Compensation Committee determined it was appropriate for these awards to be settled prior to Mr. Cohn’s commencement of employment in the U.S. government.

∎ Mr. Cohn was fully vested in these awards and, in the event that he had simply retired from the firm, the awards would have remained outstanding and would have been paid in due course following the completion of the applicable performance period.

∎ In order to comply with the Ethics Guidance and to avoid any actual or perceived conflict of interest, and given his longstanding leadership position at the firm, his history of outstanding contributions to the firm’s business and culture and his commitment to maintaining strong client relationships, consistent with the approach discussed and agreed to by the Compensation Committee at its December 2016 and January 2017 meetings, the Special Committee amended the LTIP awards and PSUs to shorten each performance period to end on December 31, 2016 and to settle the awards on January 23, 2017.

∎ Based on these amendments, Mr. Cohn received a cash payment of $46,999,103 in respect of his LTIP awards. He also received a cash payment of $18,032,250 in respect of his PSUs (which reflected both the value of the earned PSUs, determined based on the closing price of our Common Stock on January 20, 2017, and the accrued dividend equivalents underlying those earned PSUs). For more information on the calculations that applied to each award, please see “Calculations Applicable to Mr. Cohn’s LTIP Awards” in —Executive Compensation—2016 Summary Compensation Table with respect to the LTIP awards and footnote (b) in —Executive Compensation—2016 Option Exercises and Stock Vested with respect to the PSUs.

Treatment of Legacy Non-Qualified Deferred Compensation Plan

∎ The Ethics Guidance also confirmed that U.S. federal ethics laws did not permit Mr. Cohn to continue to participate in the firm’s legacy non-qualified deferred compensation plan (NQDC Plan), which could otherwise be perceived to present a conflict of interest in his new role.

∎ Accordingly, Mr. Cohn’s participation in the NQDC Plan was terminated by the Special Committee. His plan balance as of December 31, 2016 (which was $2,868,327), less $41,172 in applicable fees charged on distribution pursuant to the existing terms of the NQDC Plan, was paid to him shortly thereafter.

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Compensation Matters | Compensation Discussion and Analysis

Treatment of Certain Firm-Managed Fund Investments

∎ Similarly, the Ethics Guidance confirmed that U.S. federal ethics laws required Mr. Cohn and his wife to divest their investments in certain private equity and hedge funds managed by the firm.

∎ Mr. Cohn and his wife redeemed their investments in certain of these funds in accordance with the standard redemption provisions applicable to these investments, which resulted in a total payment upon redemption of approximately $9.4 million.

∎ Additionally, for those fund interests which could not be redeemed in a timely manner, the Special Committee approved the firm’s repurchase of these investments from Mr. Cohn and his wife at a price based on the net asset values of these investments as of December 31, 2016, but reflecting a discount due to the relative illiquidity of certain of these investments, among other factors. Mr. Cohn and his wife will receive payment for these interests once the applicable year-end valuations, which are performed annually in the ordinary course of business, are finalized. Based on the most recent available data, the discounted value of these interests is estimated to be approximately $2.7 million.

Please see —Executive Compensation—2016 Summary Compensation Table, —2016 Pension Benefits, —2016 Non-Qualified Deferred Compensation and —Potential Payments Upon Termination or Change-in-Control for additional details regarding arrangements in connection with Mr. Cohn’s departure.

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GS GIVES

As a key element of the firm’s overall impact investing platform, we established our GS Gives program to coordinate, facilitate and encourage global philanthropy by our PMDs. The firm contributed approximately $115 million for the 2016 GS Gives program, with PMD compensation being reduced to fund this contribution.

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 to us of not-for-profit organizations to receive grants from the firm’s contributions to GS Gives.

Grant recommendations from our PMDs help to ensure that GS Gives invests in a diverse group of charities that improve the lives of people in communities where we work and live. We encourage our PMDs to make recommendations of grants to organizations consistent with GS Gives’ mission of fostering innovative ideas, solving economic and social issues, and enabling progress in underserved communities globally. GS Gives undertakes diligence procedures for each donation and has no obligation to follow recommendations made to us by our PMDs.

In 2016, GS Gives accepted the recommendations of over 500 current and retired PMDs and granted over $131 million to over 2,000 not-for-profit organizations around the world. GS Gives made grants in support of a broad range of large-scale initiatives, including the Middle East Refugee Crisis, ongoing support of breast cancer education programs in Asia, and the launch of the “Analyst Impact Fund”, a Partnership Committee-led initiative in which teams of analysts in all regions competed to win a GS Gives grant recommendation for charities of their choosing. The U.S. Dollar equivalent amounts donated in 2016 by GS Gives based on the following individuals’ recommendations were: Mr. Blankfein – $4.1 million; Mr. Cohn – $5.3 million; Mr. Harvey Schwartz – $3.4 million; Mr. Sherwood – $3.5 million; and Mr. Mark Schwartz – $3.5 million.

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Compensation Matters | Executive Compensation

Executive Compensation

The 2016 Summary Compensation Table below sets forth compensation information relating to 2016, 2015 and 2014. For a discussion of 2016 NEO compensation, please read —Compensation Discussion and Analysis above.

Pursuant to SEC rules, the 2016 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. Mr. Sherwood’s fixed allowances were treated similarly. As a result, annual equity-based awards, cash variable compensation and Mr. Sherwood’s fixed allowance are disclosed in each row of the table as follows:

2016

∎ “Salary” includes the cash-based component of Mr. Sherwood’s fixed allowance for 2016

∎ “Bonus” is cash variable compensation for 2016

∎ “Stock Awards” are PSUs and RSUs awarded for 2015 (including Mr. Sherwood’s equity-based fixed allowance for 2015)

∎ PSUs and RSUs awarded for 2016 (including the equity-based component of Mr. Sherwood’s fixed allowance for 2016) are not included because they were granted in January 2017

∎ “Non-Equity Incentive Plan Compensation” includes the payment of Mr. Cohn’s LTIP awards, as described on page 51.

2015

∎ “Salary” includes the cash-based component of Mr. Sherwood’s fixed allowance for 2015

∎ “Bonus” is cash variable compensation for 2015

∎ “Stock Awards” are PSUs and RSUs awarded for 2014 (including Mr. Sherwood’s equity-based fixed allowance for 2014)

2014

∎ “Bonus” is cash variable compensation for 2014

∎ “Stock Awards” are RSUs awarded for 2013

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Compensation Matters | Executive Compensation

2016 SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL POSITION*	YEAR		SALARY ($)		BONUS ($)		STOCK AWARDS(a) ($)		NON-EQUITY INCENTIVE PLAN COM- PENSATION ($)		CHANGE IN PENSION VALUE ($)		ALL OTHER COMPENSATION(b) ($)		TOTAL ($)
Lloyd C. Blankfein Chairman and CEO		2016		2,000,000		4,000,000		13,867,044		—		2,524		337,330		20,206,898
		2015		2,000,000		6,300,000		13,909,078		—		—		377,074		22,586,152
		2014		2,000,000		7,333,333		12,495,134		—		8,602		325,843		22,162,912
Gary D. Cohn Former President and COO		2016		1,850,000		5,445,000		12,645,627		46,999,103(c)		618		269,541		67,209,889
		2015		1,850,000		5,745,000		12,739,520		—		—		253,780		20,588,300
		2014		1,850,000		6,716,667		11,394,314		—		2,033		237,070		20,200,084
Harvey M. Schwartz Executive Vice President and CFO		2016		1,850,000		5,445,000		12,645,627		—		235		164,099		20,104,961
		2015		1,850,000		5,745,000		12,739,520		—		—		200,282		20,534,802
		2014		1,850,000		6,716,667		11,394,314		—		753		216,063		20,177,797
Michael S. Sherwood Former Vice Chairman and Co-CEO of Goldman Sachs International		2016		7,295,000(d)		—		11,886,001		—		241,801		108,012		19,530,814
		2015		7,595,000		—		16,897,346		—		25,190