UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Goldman Sachs The Goldman Sachs Group, Inc. Annual Meeting of Shareholders Proxy Statement 2021

THE GOLDMAN SACHS GROUP, INC.—NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

The Goldman Sachs Group, Inc.

200 West Street, New York, New York 10282

Notice of 2021 Annual Meeting of Shareholders

ITEMS OF BUSINESS ∎  Item 1. Election to our Board of Directors of the 12 director nominees named in the attached Proxy Statement as further described herein ∎  Item 2. An advisory vote to approve executive compensation (Say on Pay) ∎  Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021) ∎  Item 4. Ratification of the appointment of PwC as our independent registered public accounting firm for 2021 ∎  Items 5–8. Consideration of certain shareholder proposals, if properly presented by each shareholder proponent ∎  Transaction of such other business as may properly come before our 2021 Annual Meeting of Shareholders	TIME	8:30 a.m., New York time
	DATE	Thursday, April 29, 2021
	ACCESS	Our Annual Meeting can be accessed virtually at: www. virtualshareholdermeeting.com/         GS2021
	RECORD DATE       March 1, 2021
	The close of business on the record date is when it is determined which of our shareholders are entitled to vote at our 2021 Annual Meeting of Shareholders, or any adjournments or postponements thereof

Your vote is important to us. Please exercise your shareholder right to vote.

In light of ongoing considerations relating to the COVID-19 pandemic, for the safety of all of our people, including our shareholders, and taking into account applicable federal, state and local guidance, we have determined that our 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Shareholders will be able to attend, vote and submit questions (both before, and for a designated portion of, the meeting) from any location via the Internet. For more information, see Frequently Asked Questions.

By Order of the Board of Directors,

Beverly L. O’Toole

Assistant Secretary

March 19, 2021

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 29, 2021. Our Proxy Statement, 2020 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials. By March 19, 2021, 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 2020 Annual Report to Shareholders and vote online. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 23, 2021. For more information, see Frequently Asked Questions.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS  |  GOLDMAN SACHS

TABLE OF CONTENTS

Table of Contents

Letter from our Chairman and CEO	ii
Letter from our Lead Director	iii
Executive Summary	1
2021 Annual Meeting Information	1
Matters to be Voted on at our 2021 Annual Meeting	1
Strategy and Performance Highlights	2
Compensation Highlights	5
2021 Stock Incentive Plan Highlights	6
Corporate Governance Highlights	7

Corporate Governance	9
Corporate Governance Snapshot	9

Item 1. Election of Directors	10
Our Directors	10
Independence of Directors	18
Structure of our Board and Governance Practices	19
Our Board Committees	19
Board and Committee Evaluations	21
Board Leadership Structure	22
Year-Round Review of Board Composition	24
Director Education	25
Commitment of our Board	25
Board Oversight of our Firm	27
Key Areas of Board Oversight	27
Stakeholder Engagement	31
Spotlight on Sustainability	32
Compensation Matters	35
Compensation Discussion and Analysis	35
2020 NEO Compensation Determinations	35
How Our Compensation Committee Makes Decisions	36
Overview of Compensation Elements and Key Pay Practices	41
2020 Compensation	43
Equity-Based Variable Compensation Elements—A More Detailed Look	49
Other Compensation Policies and Practices	50
GS Gives	53

Executive Compensation	54
2020 Summary Compensation Table	54
2020 Grants of Plan-Based Awards	56
2020 Outstanding Equity Awards at Fiscal Year-End	56
2020 Stock Vested	57
2020 Pension Benefits	57
2020 Non-Qualified Deferred Compensation	58
Potential Payments Upon Termination or Change in Control	59
Compensation Committee Report	62
Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay)	63
Pay Ratio Disclosure	64
Non-Employee Director Compensation Program	65
Item 3. Approval of The Goldman Sachs Amended and Restated SIP (2021)	68
Audit Matters	76
Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2021	76
Report of our Audit Committee	78
Items 5-8. Shareholder Proposals	79
Certain Relationships and Related Transactions	91

Beneficial Ownership 95

Additional Information 98

Frequently Asked Questions	100
Annex A: Calculation of Non-GAAP Measures	A-1
Annex B: Additional Details on Director Independence	B-1
Annex C: The Goldman Sachs Amended and Restated Stock Incentive Plan (2021)	C-1

This Proxy Statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business and expense savings initiatives, and interest expense savings, the effectiveness of our management of our human capital, including our diversity goals, and may relate to, among other things, our future plans and results, including our target ROE, ROTE, efficiency ratio and CET1 ratio, and how they can be achieved, and various legal proceedings or governmental investigations. It is possible that the firm’s actual results, including the incremental revenues and savings, if any, from such initiatives, and financial condition may differ, possibly materially, from the anticipated results, financial condition and incremental revenues and savings indicated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in Goldman Sachs’ Annual Report on Form 10-K for the year ended December 31, 2020. Statements about Goldman Sachs’ business and expense savings initiatives are subject to the risk that our businesses may be unable to generate additional incremental revenues or reduce expenses consistent with current expectations.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS  |  GOLDMAN SACHS        i

LETTER FROM OUR CHAIRMAN AND CEO

Letter from our Chairman and CEO     Goldman Sachs   March 19, 2021

Fellow Shareholders:

I am pleased to invite you to attend the 2021 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc., which will be held virtually on Thursday, April 29, 2021 at 8:30 a.m., New York time as described herein. 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 2020 Annual Report to Shareholders. Your vote is important to us: even if you do not plan to attend the meeting, we hope your votes will be represented.

Our Board has nominated Jessica Uhl, CFO of Royal Dutch Shell plc, for election by our shareholders at this Annual Meeting, as described in more detail in this Proxy Statement. Our Board is pleased to have a candidate of Jessica’s caliber who will further enhance the diversity of skills and experience represented on our Board. We believe she is well-positioned to provide advice and insight across a broad spectrum of topics, from strategic development to the management of climate risk. If elected by our shareholders, Jessica will join our Board and its Audit, Risk and Governance Committees in July, and we look forward to welcoming her to the Board at that time.

In our 2020 letter to shareholders, which is included in the Annual Report, we discuss how our people overcame immense challenges during the COVID-19 pandemic to deliver strong results. We lay out the progress we made on our three-year financial targets, as well as our other growth initiatives. And we explain how we were able to grow our core businesses, diversify our products and services, and achieve significant operating expense savings by staying true to our Core Values and putting our clients first.

I would like to personally thank you for your continued support of Goldman Sachs as we invest together in the future of this firm. We look forward to engaging with our shareholders at our Annual Meeting.

David M. Solomon

Chairman and Chief Executive Officer

OUR PURPOSE

To advance sustainable economic growth and financial opportunity

OUR CORE VALUES

Partnership	Integrity
Client Service	Excellence

Our Core Values have endured for over 150 years, driven by a spirit of partnership

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS  |  GOLDMAN SACHS        ii

LETTER FROM OUR LEAD DIRECTOR

Letter from our Lead Director     Goldman Sachs   March 19, 2021

To my fellow shareholders,

It is my privilege as your Lead Director to once again reflect upon the last year and to share directly with you my observations on some of the most critical aspects of the work of our Board over the past year.

When I wrote to you in March 2020, we had only begun to scratch the surface of the multifaceted challenges and complexities that 2020 would bring, from the unprecedented public health crisis and the devastating economic impacts of the COVID-19 pandemic, to the focus on racial equity and injustice in the U.S. and other countries around the world, among many others.

Goldman Sachs navigated this unprecedented operating environment very well, as David Solomon, joined by the senior leaders and all the people of Goldman Sachs, responded proactively, drawing upon the firm’s Core Values and culture to prioritize the health and safety of our people and deliver unparalleled service to clients and customers. The firm also continued to emphasize its long-standing priority of making investments in our communities, from ongoing support of its 10,000 Small Businesses initiatives, including the commitment in response to the COVID-19 pandemic of up to $1.25 billion in emergency lending capital to Community Development Financial Institutions and other mission-driven lenders, and the establishment of a COVID-19 Relief Fund that contributed over $40 million to support relief efforts around the world, to the creation of a $10 million Fund for Racial Equity, which builds upon the firm’s practice of making grants in minority communities and to minority-owned businesses over the past two decades.

Each of these actions allowed the firm to deliver strong performance in 2020 and early success in executing on the firm’s long-term growth strategy.

In times of challenge and change, our role as a Board in providing independent guidance and oversight to management and the firm is more critical than ever as we seek to fulfill our fundamental role as stewards of shareholder interest, working to bring long-term value to our shareholders and serve the interests of our other stakeholders. As you would expect, our Board was highly engaged with senior management as the firm navigated the COVID-19 environment, on such issues as how to best support our people and deliver the firm for our clients and other stakeholders while managing our risks and protecting the safety and soundness of our firm.

Providing oversight of management’s development and execution of its strategic plans is core to our Board’s duties, and throughout the year we engaged with David, John Waldron and Stephen Scherr and other key leaders across the firm on our businesses and strategy. The importance of the strategy that senior management laid out at last year’s Investor Day to enhance and build the durability of the firm’s returns has been reinforced by the events of the past year, and the Board and management continue our focus on sound risk management in the execution of our strategic plan.

Management also continued its commitment to make the necessary investments, not only in our businesses and technology, but in the firm’s people. During 2020 we engaged with management on the importance of the firm’s people strategy, including our continued progress on diversity and inclusion, as well as the firm’s larger goals around attracting talent, supporting our people, sustaining our culture and broadening our impact.

Sustainability is central to our long-term success — it is top of mind for you, our shareholders, as well as for our people, our clients and our communities. To this end, our Board continues to focus on firm’s sustainable finance commitments to advance climate transition and inclusive growth, which is integrated across the work of our Board and its Committees.

In carrying out our work, our Board met actively throughout 2020, with 74 Board and committee meetings, and for me, as Lead Director, over 100 additional meetings, calls and engagements with the firm and its people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 25% of our shares outstanding.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS  |  GOLDMAN SACHS        iii

LETTER FROM OUR LEAD DIRECTOR

As a Board, we also continue to focus on enhancing our own diversity of perspectives and backgrounds. Our Board is pleased to nominate for election Jessica Uhl, CFO of Royal Dutch Shell plc. If elected at our Annual Meeting, Jessica will join our Board and its Audit, Risk and Governance Committees in July 2021. As further detailed in this Proxy Statement, we nominated Jessica because we believe she will bring important experience to our Board, from financial management and complex risk management to leadership, operations and sustainability, and will further enhance the bench strength of our Audit and Risk Committees. We look forward to Jessica’s contributions to our Board.

I also want to address the 1Malaysia Development Berhad (1MDB) matter. As you are aware, during 2020, the firm resolved government and regulatory matters relating to 1MDB, which allows us to put the uncertainty of these investigations behind us and concentrate on self-reflection and lessons learned. As a Board, we have been focused on these matters for many years, both with respect to oversight of the progress of these investigations as well as oversight of the myriad of compliance and control improvements that have been made at the firm since the time of the 1MDB transactions that enhance the firm’s focus on putting reputational risk at the center of its decision-making.

As we said in our October 2020 statement, we as a Board view the 1MDB matter as an institutional failure, inconsistent with the high expectations we have for the firm. We will continue to be focused on ensuring the proper controls and oversight are in place. We appreciate management’s commitment to be self-critical and we will continue to hold them accountable for doing so, including through our 1MDB Remediation Special Committee, which will provide added oversight to the remediation efforts arising out of the lessons of 1MDB, including an emphasis on business ethics.

Importantly, while none of the past or current members of senior management were involved in or aware of the firm’s participation in any illicit activity at the time the firm arranged the 1MDB bond transactions, our Board determined that it is appropriate in light of the findings of the government and regulatory investigations and the magnitude of the total 1MDB settlement that compensation for certain past and current members of senior management be impacted. To this end, as previously announced and as you will see described further in this Proxy Statement, we reduced the 2020 compensation that would otherwise have been paid to the Executive Leadership Team.

On behalf of our Board, I want to thank you for your ongoing support of both our Board and the firm. We know that this year has brought a multitude of challenges for our shareholders, clients and other stakeholders. We value your investment and our ongoing engagement, which is invaluable to me and informs the work of our entire Board. Stay safe and healthy, and I look forward to continuing our dialogue in the year to come.

Adebayo O. Ogunlesi

Lead Director

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EXECUTIVE SUMMARY—2021 ANNUAL MEETING INFORMATION

Executive Summary

This summary highlights information from our Proxy Statement for the 2021 Annual Meeting. You should read the entire Proxy Statement carefully before voting. Please refer to our glossary in Frequently Asked Questions on page  100 for definitions of some of the terms and acronyms we use.

2021 Annual Meeting Information

DATE AND TIME	8:30 a.m., New York time Thursday, April 29, 2021
ACCESS*	Our Annual Meeting can be accessed virtually at: www.virtualshareholdermeeting.com/GS2021 To participate (e.g., submit questions and/or vote), you will need the control number provided on your proxy card, voting instruction form or Notice. If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.
RECORD DATE	March 1, 2021

* In light of ongoing considerations relating to the COVID-19 pandemic, for the safety of all of our people, including our shareholders, and taking into account applicable federal, state and local guidance, we have determined that our 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At our virtual Annual Meeting, shareholders will be able to attend, vote and submit questions by visiting www.virtualshareholdermeeting.com/GS2021. Shareholders may also submit questions in advance of the Annual Meeting at www.proxyvote.com. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials. For more information, see Frequently Asked Questions.

Matters to be Voted on at our 2021 Annual Meeting

	BOARD   RECOMMENDATION	PAGE
Item 1. Election of Directors	FOR each director	10
Other Management Proposals
Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay)	FOR	63
Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021)	FOR	68
Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2021	FOR	76
Shareholder Proposals
Item 5. Shareholder Proposal Regarding Shareholder Right to Act by Written Consent Requests that the Board undertake steps to permit shareholder action without a meeting by written consent	AGAINST	79
Item 6. Shareholder Proposal Regarding a Report on the Effects of the Use of Mandatory Arbitration Requests that the Board oversee the preparation of a public report on the impact of the use of mandatory arbitration on our employees and workplace culture	AGAINST	82
Item 7. Shareholder Proposal Regarding Conversion to a Public Benefit Corporation Requests that the Board approve an amendment to the company’s Restated Certificate of Incorporation to become a Public Benefit Corporation pursuant to Delaware law	AGAINST	85
Item 8. Shareholder Proposal Regarding a Racial Equity Audit Requests that the Board oversee a racial equity audit analyzing the firm’s impacts on nonwhite stakeholders and communities of color	AGAINST	88

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 1

EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS

Strategy and Performance Highlights

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

The firm delivered strong performance in 2020, successfully navigating an unexpected and volatile operating backdrop to meet the needs of clients — driving the firm’s highest full-year net revenues in more than a decade — and delivering solid early progress in executing all three pillars of the firm’s strategic goals.

2020 Performance — Financial Highlights

	NET REVENUES
	$44.6 BILLION
	Highest full-year net revenues since 2009
ROE	ROTE(a)	EPS	Standardized
11.1%	11.8%	$24.74	CET1 Ratio
(+390 basis points	(+410 basis points	(+$9.51 Ex. Litigation)	14.7%
Ex. Litigation)	Ex. Litigation)
Pre-Tax Earnings	Efficiency Ratio	1-Year TSR	BVPS Growth
$12.5 billion	65.0%	17.5%	8.1%
	(-760 basis points		Year-Over-Year
	Ex. Litigation)

Solid Early Progress in Executing on our Strategy — Committed to our Medium- and Long-Term Targets

STRATEGIC DIRECTION MEDIUM-TERM FINANCIAL TARGETS(b) 2020 PROGRESS Grow and Strengthen Existing Businesses PROFITABILITY >13% ROE >14% ROTE 11.1% ROE (+390 basis points Ex. Litigation) 11.8% ROTE(a) (+410 basis points Ex. Litigation) Higher Wallet Share across Broader Client Set FUNDING OPTIMIZATION $100 billion in deposit growth $1.0 billion in revenues $70 billion raised across channels Limited interest expense savings due to rate environment Diversify our Products and Services EFFICIENCY AND EXPENSES ~60% efficiency ratio $1.3 billion expense plan 65.0% efficiency ratio (-760 basis points Ex. Litigation) Achieved approximately half of $1.3 billion expense plan More Durable Earnings Operate More Efficiently CAPITAL 13-13.5% standardized CET1 ratio Well-positioned with CET1 ratio of 14.7% Sold or announced sale of $4 billion of gross equity investments Higher Margins and Returns

(a) For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP Measures.

(b) Medium-term refers to three-year time horizon from December 31, 2019.

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EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS

Key Business Highlights and Progress Towards Investor Day Goals in 2020

INVESTMENT BANKING	GLOBAL MARKETS
Net Revenues: $9.4 billion	Net Revenues: $21.2 billion
#1 in M&A and Equity Underwriting(a)	Highest Global Markets net revenues since 2010
∎  Ranked #1 in worldwide announced and completed mergers and acquisitions and #1 in worldwide equity and equity-related offerings for the year ∎  Expanded coverage by ~2,700 corporates since 2017, generated over $800 million in revenue from client footprint expansion(b) ∎  Formally launched Transaction Banking platform: generated ~$135 million in net revenues; ~225 clients, 3 partnerships and $29 billion in deposits as of 2020 year-end	∎  #2 in FICC and Equities globally(c) ∎  Top 3 position with 64 of the Top 100 clients(d) ∎  120 basis points of wallet share gain year-over-year(c) ∎  Achieved ~$400 million of expense efficiencies; ~$1.25 billion of capital reallocated to accretive opportunities
ASSET MANAGEMENT	CONSUMER & WEALTH MANAGEMENT
Net Revenues: $8.0 billion	Net Revenues: $6.0 billion
Record firmwide assets under supervision (AUS) $2.1 trillion of firmwide AUS; $286 billion of firmwide AUS growth
∎  Significant growth in third-party alternatives: ~$40 billion of gross commitments across corporate equity, private credit, real estate and multi-asset ∎  Optimized capital: sold or announced sale of $4 billion of gross equity investments, with a related $2 billion expected reduction in required capital	∎  Hired over 100 client-facing professionals(e) for ultra-high-net-worth business globally; $17 billion of AUS net inflows with total client assets(f) exceeding $1 trillion ∎  Expanded high-net-worth platform: over 4,000 client referrals(g); 33 corporates added – serving ~55% of Fortune 100 ∎  Continued to scale digital consumer banking: increased consumer deposits to $97 billion as of 2020 year-end; prudently increased loan balances in context of operating environment
(a)  Source: Dealogic — January 1, 2020 through December 31, 2020. (b)  Americas and Europe, Middle East and Africa advisory, underwriting and derivatives net revenues from footprint expansion clients accrued in 2020. (c)  Source: McKinsey institutional client analytics for 3Q20 YTD. Analysis excludes captive wallets. (d)  Sources: Client Ranking / Scorecard / Feedback and/or McKinsey revenue ranking (data as of 1H20 or 3Q20, as applicable). (e)  Includes advisors, content specialists and client service specialists. (f)   Total client assets includes AUS, brokerage assets and consumer deposits. (g)  Represents bi-lateral referrals between Private Wealth Management and Personal Financial Management (PFM) and eligible corporate employees referred to PFM.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 3

EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS

PERFORMANCE IN CONTEXT – COVID-19 CRISIS AND 2020 OPERATING ENVIRONMENT
OUR BOARD	OUR PEOPLE
∎  Met frequently in 2020, with full Board meetings increasing from 12 in 2019 to 23 in 2020 due to the 2020 operating environment ∎  Received regular postings both during and outside of meetings on the firm’s financial position and management of financial and non-financial risks generated by the COVID-19 pandemic, including relating to the safety of our people ∎  Reviewed how the COVID-19 pandemic and related market stress were impacting our strategic plan ∎  PSU thresholds unchanged (for 2020 compensation and prior year awards)	∎  Adopted a “People First” approach to managing the firm through the pandemic, focused on supporting our people and their families through a variety of initiatives, including: »  A quick transition in Spring 2020 to work-from-home, deploying new technologies and provisioning ~11,000 work kits to our employees to ensure a smooth transition »  A flexible, gradual “return to office” approach focused on safety and supported by employee testing »  Offerings to allow our people to meet family responsibilities, including a new 10-day COVID-19- specific leave of absence program and expanded access to back-up child care ∎  Continued to engage in open dialogue on race and racial equity, leveraging our established initiatives and taking new actions to enhance our diversity and inclusion efforts
OUR CLIENTS
∎  Significant client focus and engagement during the pandemic by our Executive Leadership Team. For example, our CEO David Solomon hosted 13 group client engagements and made 35 external conference appearances, as well as held over 145 one-on-one engagements across 125 clients between March and December 2020
∎  As in prior periods of market disruption, during 2020 we saw clients come to us seeking complex risk intermediation, financing, advice and thought leadership, and we are proud to have deployed client-centric advice and solutions for our clients across the breadth of our businesses
∎  Provided uninterrupted service to our Marcus customers throughout the pandemic with simple and transparent assistance programs to support them
OUR COMMUNITIES
∎  Continued our longstanding support of small businesses through our 10,000 Small Businesses initiative, from our small business resource center to 10,000 Small Businesses Voices. In response to the COVID-19 pandemic, we committed up to $1.25 billion in emergency lending capital to Community Development Financial Institutions and other mission-driven lenders, and through partnerships with organizations such as the National Urban League and the U.S. Hispanic Chamber of Commerce to ensure that both capital and information reach minority-owned businesses. We have also renewed our long-standing commitment to 10,000 Small Businesses with an additional $250 million to fund the next generation of our 10,000 Small Businesses program
∎  Established the COVID-19 relief fund and contributed over $40 million to support relief efforts around the world, with significant funds designated toward supporting communities of color
∎  Building upon more than $200 million of grants in minority communities and to minority-owned businesses over the past two decades, in 2020 we created the Fund for Racial Equity to support the vital work of leading nonprofits that are addressing racial injustice, structural inequity and economic disparity, which has committed $10 million from GS Gives in addition to matching employee contributions to recipient organizations
∎  Launched the firm’s first-ever virtual volunteering campaign, shifting our over 20-year Community TeamWorks program online to allow employees to directly support individuals and communities disproportionately impacted by the pandemic with over 8,000 volunteers participating in over 430 projects with over 200 nonprofit partners globally

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EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS

Compensation Highlights (see Compensation Matters, beginning on page 35)

Highlights of our 2020 compensation program and Compensation Committee decisions for our NEOs are described below. It is important that you review our CD&A and compensation-related tables in this Proxy Statement for a complete understanding of our compensation program and 2020 compensation decisions.

2020 COMPENSATION ($ IN MILLIONS)
OUR NEOS	INITIAL   DETERMINATION	BOARD 1MDB REDUCTION*		FINAL	YEAR-END EQUITY-BASED AWARDS**
David M. Solomon, Chairman and CEO	27.5		(10.0)	17.5	10.85 (100% PSUs)
John E. Waldron, President and COO	25.5		(7.0)	18.5	9.99 (100% PSUs)
Stephen M. Scherr, CFO	22.5		(7.0)	15.5	8.19 (100% PSUs)
John F.W. Rogers, EVP	12.5		N/A	12.5	6.60 (50% PSUs, 50% RSUs)
Karen P. Seymour, Former EVP & General Counsel***	10.0		N/A	10.0	5.10 (50% PSUs, 50% RSUs)

* Reflects the Board’s previously announced determination related to 1Malaysia Development Berhad (1MDB) to reduce 2020 compensation by $10 million for Mr. Solomon and by $7 million for each of Messrs. Waldron and Scherr. For more information, see Compensation Matters—Compensation Discussion and Analysis—2020 Compensation.

** Equity amount at grant; PSUs subject to ongoing performance metrics (absolute and relative ROE).

*** Ms. Seymour retired as EVP and General Counsel on March 15, 2021.

2020 COMPENSATION REFLECTS
Strong financial performance and steady progress towards our Investor Day goals	Strong individual performance
✓ Best full-year net revenues since 2009 amidst challenging operating environment ✓ Strong financial momentum and strength of our franchises ✓ Reaffirmation of our strategic direction as we execute our long-term growth strategy and build a foundation for more durable revenues over time	✓ Exemplary leadership and tone at the top ✓ Led advances towards strategic goals within the context of a challenging environment ✓ Committed to advancing our culture, diversity and talent development
Compensation incentivizes continued long-term, sustainable growth and achievement of financial targets without undue emphasis on shorter-term results

2020 ANNUAL MEETING FEEDBACK AND PROGRAM ENHANCEMENTS
As we do each year, during 2020 we conducted extensive governance-related engagement with shareholders representing more than 35% of Common Stock outstanding and other key stakeholders. Engagement with shareholders representing over 25% of Common Stock outstanding included our Lead Director and/or our Compensation Committee Chair.
While our engagement and our ~71% 2020 Say on Pay vote reflect a number of positive aspects of our executive compensation program, including our high percentage of performance-based pay, our Compensation Committee also discussed and took into account certain focus areas from stakeholder feedback.
WHAT WE HEARD...		WHAT WE DID...
FOCUS ON		TOOK ACTION ON
∎ HIGH LEVELS OF COMPENSATION COMMITTEE DISCRETION		✓  Enhanced Performance Assessment Framework
		✓  Expanded proxy disclosure
∎ PROPORTION OF EUROPEAN PEERS IN PEER GROUP		✓  Undertook Peer Group Analysis and Expanded U.S. Peer group for PSUs ✓  Increased portion of deferral in PSUs for these NEOs
∎ PERCENTAGE OF DEFERRAL IN TIME-BASED RSUS FOR NEOS (OTHER THAN THE EXECUTIVE LEADERSHIP TEAM)

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 5

EXECUTIVE SUMMARY—2021 STOCK INCENTIVE PLAN HIGHLIGHTS

2021 Stock Incentive Plan Highlights (see Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021), beginning on page 68)

Key Facts about the 2021 SIP    

3 Year extension of our equity plan     20 million New shares being requested           Fixed amount of         non-employee director         compensation added  

∎  Key changes to our 2021 SIP include:

»  Extending the term of the plan an additional three years beyond the current term of our existing SIP (the 2018 SIP).

»  Requesting an increase of 20 million in the number of shares authorized for issuance under the plan. In light of shareholder engagement regarding our equity grant practices, this is the first time we are requesting new shares for our SIP approval since 2015.

»  As previously announced, adding a fixed amount of annual compensation for each non-employee director.

∎  Equity-based awards play a fundamental role in aligning our compensation with our shareholders’ interests and regulatory requirements. Without a shareholder-approved equity plan, we would be reliant on cash-settled awards as our sole method of incentive-based compensation.

»  We believe that equity-based compensation provides employees, directors, officers and consultants or other service providers with long-term exposure to the firm’s performance, aligns recipients’ interests with those of our shareholders and discourages imprudent risk-taking; equity-based awards represent a larger portion of our compensation expense than for any of our U.S.-based Peers.

»  Our regulators across the globe, including the Federal Reserve Board in the U.S. and the Prudential Regulation Authority and the Financial Conduct Authority in the U.K., expect that a substantial portion of variable compensation awarded to executives and certain other employees will be equity-based.

∎  The 2021 SIP continues to include features designed to protect shareholder interests and to reflect our Compensation Principles.

✓  No “evergreen” provision (i.e., no automatic increase in the number of shares available under the plan)   ✓  Double-trigger change in control provisions that do not accelerate vesting, delivery or transferability based on a change in control alone ✓  No hedging or pledging of equity-based awards   ✓  No repricing or below-market grants of stock options and stock appreciation rights (SARs)   ✓  50% change in control and merger consummation thresholds  

6 GOLDMAN SACHS   |   PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS

KEY FACTS ABOUT OUR BOARD

Corporate Governance Highlights (see Corporate Governance, beginning on page 9)

 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. 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 AND EXPERIENCES

5	12	12	6	5	9	4	11
FINANCIAL       SERVICES INDUSTRY	COMPLEX OR    REGULATED INDUSTRIES	RISK    MANAGEMENT	TALENT   DEVELOPMENT	TECHNOLOGY	PUBLIC COMPANY   GOVERNANCE	AUDIT/TAX/   ACCOUNTING	INTERNATIONAL

KEY BOARD STATISTICS
	DIRECTOR NOMINEES(a)	INDEPENDENCE OF NOMINEES	2020 MEETINGS
Board	12	10 of 12	23(b)
Audit	5	All	17
Compensation	4	All	8
Governance	10	All	7
Public Responsibilities	3	All	5
Risk	7	6 of 7	14

(a) If elected at our 2021 Annual Meeting, independent director nominee Jessica R. Uhl will join our Board and its Audit, Governance and Risk Committees on July 1, 2021.

(b) Includes one meeting of the Board’s 1MDB Remediation Special Committee, which was formed in October 2020.

FREQUENT ENGAGEMENT THROUGHOUT 2020
74 Total Board and Committee Meetings	26 Director Sessions without Management Present	Over 215 Engagements by Lead Director and Committee Chairs with Others Outside of Formal Board Meetings

DIVERSITY OF NOMINEES ENHANCES BOARD PERFORMANCE

42%	6.3 YEARS	64	58%	25%
NEW NOMINEES IN THE LAST 5 YEARS	MEDIAN TENURE	MEDIAN AGE	NOMINEES WHO ARE    DIVERSE BY RACE,   GENDER OR SEXUAL   ORIENTATION	NOMINEES WHO            ARE NON-U.S. OR             DUAL CITIZENS

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 7

EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS

DIRECTOR NOMINEES

DIRECTOR NOMINEES

NAME/AGE/INDEPENDENCE		DIRECTOR     SINCE	OCCUPATION/CAREER     HIGHLIGHTS	COMMITTEE MEMBERSHIP					OTHER CURRENT U.S.- LISTED PUBLIC BOARDS(a)
				AUD	COMP	GOV	PRC	RISK
	David Solomon, 59 Chairman and CEO	October 2018	Chairman & CEO, The Goldman Sachs Group, Inc.						0
	Adebayo Ogunlesi, 67 Independent Lead Director	October 2012	Chairman & Managing Partner, Global Infrastructure Partners	Ex-Officio		C	Ex-Officio		2
	Michele Burns, 63 Independent	October 2011	Retired (Chairman & CEO, Mercer LLC; CFO of each of: Marsh & McLennan Companies, Inc., Mirant Corp. and Delta Air Lines, Inc.)		C	∎		∎	3
	Drew Faust, 73 Independent	July 2018	Professor, Harvard University (Retired, President, Harvard University)		∎	∎	∎		0
	Mark Flaherty, 61 Independent	December 2014	Retired (Vice Chairman, Wellington Management Company)	∎		∎		∎	0
	Ellen Kullman, 65 Independent	December 2016	President & CEO, Carbon, Inc. (Retired, Chairman & CEO, E.I. du Pont de Nemours and Company)		∎	∎	C		2
	Lakshmi Mittal, 70 Independent	June 2008	Executive Chairman ArcelorMittal S.A.		∎	∎	∎		1
	Peter Oppenheimer, 58   Independent	March 2014	Retired (Senior Vice President and CFO, Apple, Inc.)	C		∎		∎	0
	Jan Tighe, 58 Independent	December 2018	Retired (Vice Admiral, United States Navy)	∎		∎		∎	2
	Jessica R. Uhl, 53 Independent Nominee(b)	—	CFO, Royal Dutch Shell plc	∎		∎		∎	1
	David Viniar, 65 Non-Employee	January 2013	Retired (CFO, The Goldman Sachs Group, Inc.)					∎	1
	Mark Winkelman, 74 Independent	December 2014	Private investor	∎		∎		C	0

(a) As per SEC rules.

(b) If elected at our 2021 Annual Meeting, Ms. Uhl will join our Board and its Audit, Governance and Risk Committees on July 1, 2021.

C Designates Committee Chairs.

8 GOLDMAN SACHS   |   PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

CORPORATE GOVERNANCE—CORPORATE GOVERNANCE SNAPSHOT

Corporate Governance

Corporate Governance Snapshot

∎ Independent Lead Director with expansive duties, including setting Board agendas

∎ Regular executive sessions of independent and non-employee directors

∎ CEO evaluation process conducted by our Lead Director with our Governance Committee (enhanced in 2020)

∎ Independent director focus on executive succession planning

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

∎ Annual Board and Committee evaluations, which incorporate feedback on individual director performance (enhanced in 2020)

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

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

∎ Board and Committee oversight of sustainability and other environmental, social and governance matters

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

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

∎ Proxy access right for shareholders, which right was adopted proactively after engagement with shareholders. In addition, shareholders are welcome to continue to recommend director candidates for consideration by our Governance Committee

∎ Majority voting with resignation policy for directors in uncontested elections

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

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

∎ Executive retention and share ownership requirements (as applicable), which require significant long-term share holdings by our NEOs

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

 » All RSUs granted as director compensation must be held for a director’s entire tenure on our Board. Directors are not permitted to hedge or pledge these RSUs

WORKING DYNAMICS Candid discussions Open access to management & information Focus on reputation BOARD COMPOSITION Broad range of skills & experiences Independence Diversity Regular refreshment BOARD STRUCTURE Strong Lead Director role 5 standing Committees All independent directors on Governance Committee GOVERNANCE PRACTICES Candid self-evaluation Oversight of CEO/ management performance with assessment framework Board/management succession planning BOARD EFFECTIVENESS YEAR-ROUND ENGAGEMENT Broad range of stakeholders Proactive outreach Responsiveness to areas of focus 2020 FIRM & BOARD ENGAGEMENT IR meetings with >35% Common Stock Lead Director and/or our compensation committee chair met with >25% Common Stock RANGE OF TOPICS Corporate governance Firm performance FEEDBACK PROVIDED Stakeholder feedback informs Board/Committee discussions ACTIVE ENGAGEMENT Strategic priorities/goals Risk management Culture & conduct

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 9

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

  Proposal Snapshot — Item 1. Election of  Directors    

What is being voted on: Election to our Board of 12 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 (as applicable), our Board determined unanimously to recommend that shareholders vote FOR all of our director nominees.

Item 1. Election of Directors

OUR DIRECTORS

New Independent Director Nominee

Our Board is pleased to nominate for election Jessica R. Uhl. Ms. Uhl was recommended to our Lead Director and to our Governance Committee by our independent director search firm, and we believe she will bring important insight and significant experience to our Board and its Committees as described in her biography below. If elected by our shareholders, Ms. Uhl will join our Board and its Audit, Governance and Risk Committees on July 1, 2021, and we look forward to her contributions.

Board of Directors’ Qualifications and Experience

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

DIVERSITY OF SKILLS AND EXPERIENCES
Financial services industry	Complex / Regulated industries	International experience / Established & growth markets	Human Capital Management / Talent development
Academia	Technology / Cyber threat	Audit, tax, accounting & preparation of financial statements	Compliance
Operations / Large organization oversight	Public policy & regulatory affairs / Military	Risk & financial products	Sustainability / ESG
Risk management		Public company / Corporate governance
CORE QUALIFICATIONS AND EXPERIENCES
Financial literacy		Demonstrated management / leadership ability
Strategic thinking		Leadership & expertise in their respective fields
Involvement in educational, charitable & community organizations		Extensive experience across public, private & not-for-profit sectors
Integrity & business judgment		Reputational focus

Diversity is an important factor in our consideration          of potential and incumbent directors
	OUR NOMINEES(a)
Our Governance Committee considers a number of demographics and other factors, including race, gender identity, ethnicity, sexual orientation, culture, nationality and work experiences (including military service), seeking to develop a board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise. Among the factors our Governance Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the diversity of our Board. The Committee considers the same factors in determining whether to re-nominate an incumbent director. Diversity is also considered as part of the annual Board evaluation.		5 WOMEN
		1 BLACK
		1 INDIAN DESCENT
		1 CAREER MILITARY        SERVICE
		3 NON-U.S. OR DUAL CITIZENS
	(a) Based on self-identified characteristics

10 GOLDMAN SACHS   |   PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

Director Tenure: A Balance of Experience

Our nominees have a median tenure of approximately 6.3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.

No. of Nominees 6 5 4 3 2 1 0 <5 YEARS 5 NOMINEES 5-10 YEARS 6 NOMINEES 6.3 years median tenure 10+ YEARS 1 NOMINEE Years of Experience

  Comprehensive Re-Nomination Process     

Our Governance Committee appreciates the importance of critically evaluating individual directors and their contributions to our Board
in connection with re-nomination decisions.

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

∎ The extent to which the director’s judgment, skills, qualifications and experience (including that gained due to tenure on our Board) continue to contribute to the success of our Board and our firm;

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

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

∎ Independence;

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

∎ Shareholder feedback, including the support received at our 2020 Annual Meeting of Shareholders; and

∎ Outside board and other affiliations, including time commitment and any actual or perceived conflicts of interest.

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

If elected by our shareholders, our director nominees who are currently members of our Board will serve for a one-year term expiring at our 2022 Annual Meeting of Shareholders. Ms. Uhl, who has been nominated by our Board for election by our shareholders at this Annual Meeting, will, if so elected, serve a term beginning on July 1, 2021 and expiring at our 2022 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, 2021 and has been confirmed by each of our director nominees for inclusion in our Proxy Statement. There are no family relationships among any of our director nominees and executive officers.

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 11

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

David M. Solomon, 59       Chairman and CEO Director Since: October 2018 Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): None	KEY EXPERIENCE AND QUALIFICATIONS
	∎Engaged and motivating leader who embodies our firm’s culture: With over 20 years of leadership roles at our firm, leverages firm-specific and industry knowledge to lead the firm and its people, develop the firm’s strategy, embody the “tone at the top” and help protect and enhance our firm’s culture, including through his commitment to talent development and diversity of our workforce ∎Strategic thinker with deep business and industry expertise: Utilizes deep familiarity with all aspects of the firm’s businesses, including from his experience as President and Chief Operating Officer, to develop, articulate and lead the execution of the firm’s strategic vision, assess attendant risks and guide the firm’s growth, in each case providing his insights to our Board and keeping directors apprised of significant developments in our business and industry ∎Actively engaged with stakeholders as a primary face of our firm: Committed to engaging with our external stakeholders, draws upon his extensive interaction with our clients, investors and other stakeholders to communicate feedback and offer insight and perspective to our Board
	CAREER HIGHLIGHTS ∎Goldman Sachs »Chairman (January 2019 – Present) and Chief Executive Officer (October 2018 – Present) »President and Chief or Co-Chief Operating Officer (January 2017 – September 2018) »Co-Head of the Investment Banking Division (July 2006 – December 2016) »Various positions of increasing seniority, including Global Head of the Financing Group (September 1999 – July 2006) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Trustee, Hamilton College ∎Member, Board of Directors, Robin Hood Foundation ∎Member, Executive Committee, Partnership for New York City EDUCATION ∎Graduate of Hamilton College

Adebayo O. Ogunlesi, 67   Independent 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 with global experience in the financial services industry: Founder, Chairman and Managing Partner of Global Infrastructure Partners and a former executive of Credit Suisse with over 25 years of leadership experience in the financial services industry, including investment banking and private equity ∎International business and global capital markets experience, including emerging markets: Advised and executed transactions and provided capital markets strategy advice globally ∎Broad board and governance expertise: Service on the boards of directors and board committees of other public companies and not-for-profit entities, and, in particular, as chair or former chair of the nominating and corporate governance committees at each of Callaway Golf and Kosmos Energy, provides additional governance perspective
	CAREER HIGHLIGHTS ∎Chairman and Managing Partner, Global Infrastructure Partners, a private equity firm that invests worldwide in infrastructure assets in the energy, transport, water and waste industry sectors (July 2006 – Present) ∎Credit Suisse, a financial services company »Executive Vice Chairman and Chief Client Officer (2004 – 2006) »Member of Executive Board and Management Committee (2002 – 2006) »Head of Global Investment Banking Department (2002 – 2004) ∎Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the U.S. Supreme Court (1980 – 1981) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, National Board of Directors, The NAACP Legal Defense and Educational Fund, Inc. ∎Member, Global Advisory Council, Harvard University ∎Member, Board of Dean’s Advisors, Harvard Business School ∎Member, Dean’s Advisory Board and Leadership Council of New York, Harvard Law School EDUCATION ∎Graduate of Oxford University, Harvard Business School and Harvard Law School

12 GOLDMAN SACHS   |   PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

M. Michele Burns, 63          Independent Director Since: October 2011 GS Committees ∎Compensation (Chair) ∎Governance ∎Risk Other U.S.-Listed Company Directorships ∎Current: Anheuser-Busch InBev; Cisco Systems, Inc.; Etsy, Inc. ∎Former (Past 5 Years): Alexion Pharmaceuticals, Inc.	KEY EXPERIENCE AND QUALIFICATIONS
	∎Leadership, compensation, governance and risk expertise: Leverages current and former service on the boards of directors and board committees (including compensation committees) of other public companies and not-for-profit entities ∎Human capital management and strategic consulting: Background gained as former CEO of Mercer LLC ∎Accounting and the review and preparation of financial statements: Garnered expertise as former CFO of several global public companies
	CAREER HIGHLIGHTS ∎Chief Executive Officer, Retirement Policy Center, sponsored by Marsh & McLennan Companies, Inc. (MMC); Center focuses on retirement public policy issues (October 2011 – February 2014) ∎Chairman and Chief Executive Officer, Mercer LLC, a subsidiary of MMC and a global leader in human resource consulting, outsourcing and investment services (September 2006 – October 2011) ∎Chief Financial Officer, MMC, a global professional services and consulting firm (March 2006 – September 2006) ∎Chief Financial Officer, Chief Restructuring Officer and Executive Vice President, Mirant Corporation, an energy company (May 2004 – January 2006) ∎Executive Vice President and Chief Financial Officer, Delta Air Lines, Inc., an air carrier (including various other positions, January 1999 – April 2004) ∎Senior Partner and Leader, Southern Regional Federal Tax Practice, Arthur Andersen LLP, an accounting firm (including various other positions, 1981 – 1999) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Advisory Council Member, former Center Fellow and Strategic Advisor, Stanford University Center on Longevity ∎Former Board Member and Treasurer, Elton John AIDS Foundation EDUCATION ∎Graduate of University of Georgia (including for Masters)

Drew G. Faust, 73                Independent Director Since: July 2018 GS Committees ∎Compensation ∎Governance ∎Public Responsibilities Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): Staples, Inc.	KEY EXPERIENCE AND QUALIFICATIONS
	∎Human capital and diversity: As former President of Harvard University, well-positioned to provide insight on the firm’s strategies relating to diversity, recruiting and retention ∎Leadership and governance: Current and prior service on the boards of directors of public and/or not-for-profit entities provides additional perspective on governance ∎Operations and sustainability: During her tenure at Harvard University she, among other things, broadened the university’s international reach, promoted collaboration across disciplines and administrative units and developed and implemented various sustainability initiatives, including Harvard’s Climate Action Plan
	CAREER HIGHLIGHTS ∎Harvard University »President Emeritus (July 2018 – Present) and Arthur Kingsley Porter University Professor (January 2019 – Present) »President (July 2007 – June 2018) »Lincoln Professor of History (January 2003 – December 2018) »Founding Dean, Radcliffe Institute for Advanced Study (January 2001 – July 2007) ∎University of Pennsylvania (1975 – 2000); various faculty positions including as the Annenberg Professor of History and the Director of the Women’s Studies Program OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, Educational Advisory Board, John Simon Guggenheim Memorial Foundation ∎Member, American Academy of Arts & Sciences ∎Member, The MIT Corporation ∎Former Member, Board of Directors, The Broad Institute Inc. ∎Former Member, Board of Directors, Harvard Management Company Inc. EDUCATION ∎Graduate of Bryn Mawr College and the University of Pennsylvania (Masters and Ph.D.)

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 13

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

Mark A. Flaherty, 61           Independent 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 ∎Perspective on institutional investors’ approach to company performance and corporate governance: Experience developed through his tenure at Wellington and Standish, Ayer and Wood ∎Risk expertise: Draws upon years of experience in the financial industry to provide informed perspective to our Board and committees
	CAREER HIGHLIGHTS ∎Wellington Management Company, an investment management company »Vice Chairman (2011 – 2012) »Director of Global Investment Services (2002 – 2012) »Partner, Senior Vice President (2001 – 2012) ∎Standish, Ayer and Wood, an investment management company »Executive Committee Member (1997 – 1999) »Partner (1994 – 1999) »Director, Global Equity Trading (1991 – 1999) ∎Director, Global Equity Trading, Aetna, a diversified healthcare benefit company (1987 – 1991) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, Board of Directors, PGA TOUR ∎Member, Board of Directors, Patrick Cantlay Foundation ∎Former Member, Board of Trustees, Providence College EDUCATION ∎Graduate of Providence College

Ellen J. Kullman, 65            Independent Director Since: December 2016 GS Committees ∎Public Responsibilities (Chair) ∎Compensation ∎Governance Other U.S.-Listed Company Directorships ∎Current: Amgen Inc.; Dell Technologies Inc. ∎Former (Past 5 Years): United Technologies Corporation	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; in first year as CEO of Carbon, led the company as it expanded globally and navigated the COVID-19 pandemic ∎Corporate governance and compensation: Leverages service on the boards of directors and board committees (including in leadership roles) of other public companies and not-for-profit entities ∎Focus on reputational risk and sustainability/ESG matters: Draws upon experiences gained from DuPont and other board roles, including in connection with her role as Chair of our Public Responsibilities Committee
	CAREER HIGHLIGHTS ∎Carbon, Inc., a digital manufacturing platform »President and CEO (November 2019 – Present) ∎E.I. du Pont de Nemours and Company, a provider of basic materials and innovative products and services for diverse industries »Chairman and Chief Executive Officer (2009 – 2015) »President (October 2008 – December 2008) »Executive Vice President, DuPont Coatings and Color Technologies, DuPont Electronic and Communication Technologies; DuPont Performance Materials, DuPont Safety and Protection, Marketing and Sales, Pharmaceuticals, Risk Management and Safety and Sustainability (2006 – 2008) »Various positions, including Group Vice President, DuPont Safety and Protection (1988 – 2006) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, Board of Advisors, Tufts University School of Engineering ∎Trustee, Northwestern University ∎Member, National Academy of Engineering ∎Member, The Business Council ∎Co-Chair, Paradigm for Parity EDUCATION ∎Graduate of Tufts University and Kellogg School of Management, Northwestern University

14 GOLDMAN SACHS   |   PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

Lakshmi N. Mittal, 70         Independent 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 Executive Chairman and former Chief Executive Officer of ArcelorMittal, the world’s leading integrated steel and mining company and a leader in its focus on sustainability efforts ∎International business and growth markets: Leadership of a company with a presence in 60 countries and an industrial footprint in 18 countries provides global business expertise and perspective on public responsibilities ∎Corporate governance and international governance: Current and prior service on the boards of directors of other international public companies and not-for-profit entities assists with committee responsibilities
	CAREER HIGHLIGHTS ∎ArcelorMittal S.A., a steel and mining company »Executive Chairman (February 2021 – Present) »Chairman and Chief Executive Officer (May 2008 – February 2021) »President and Chief Executive Officer (November 2006 – May 2008) ∎Chief Executive Officer, Mittal Steel Company N.V. (1976 – November 2006) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Trustee, Cleveland Clinic ∎Member, Governing Board, Indian School of Business ∎Member, European Round Table for Industry ∎Chairman, Governing Council, LNM Institute of Information Technology ∎Member, Global Advisory Council, Harvard University EDUCATION ∎Graduate of St. Xavier’s College in India

Peter Oppenheimer, 58      Independent 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 Automatic Data Processing, Inc. ∎Review and preparation of financial statements: Over 20 years as a CFO or controller provides valuable experience and perspective as Audit Committee Chair ∎Oversight of technology and technology risks: Leverages prior experience in overseeing information systems at Apple
	CAREER HIGHLIGHTS ∎Apple, Inc., a designer and manufacturer of electronic devices and related software and services »Senior Vice President (retired September 2014) »Senior Vice President and Chief Financial Officer (2004 – June 2014) »Senior Vice President and Corporate Controller (2002 – 2004) »Vice President and Corporate Controller (1998 – 2002) »Vice President and Controller, Worldwide Sales (1997 – 1998) »Senior Director, Finance and Controller, Americas (1996 – 1997) ∎Divisional Chief Financial Officer, Finance, MIS, Administration and Equipment Leasing Portfolio at Automatic Data Processing, Inc., a leading provider of human capital management and integrated computing solutions (1992 – 1996) ∎Consultant, Information Technology Practice at Coopers & Lybrand, LLP (1988 – 1992) EDUCATION ∎Graduate of California Polytechnic State University and the Leavey School of Business, University of Santa Clara

PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS 15

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

Jan E. Tighe, 58                    Independent Director Since: December 2018 GS Committees ∎Audit ∎Governance ∎Risk Other U.S.-Listed Company Directorships ∎Current: Huntsman Corporation; The Progressive Corporation ∎Former (Past 5 Years): None	KEY EXPERIENCE AND QUALIFICATIONS
	∎Technology and technology risk: Over 20 years of senior executive experience in cybersecurity and information technology, which experience provides perspective to aid in oversight of the firm’s deployment of technology and the management of technology risk ∎Strategic planning and operations: Experience in strategic planning, risk assessment and execution of naval strategies across a variety of positions, including as a Fleet Commander and as a university president ∎Leadership and governance: Retired Vice Admiral who served in numerous leadership roles in the U.S. Navy and with the National Security Agency, who served on the U.S. Navy’s Corporate Board and now serves on the boards of directors and board committees of other public companies and not-for-profit entities
	CAREER HIGHLIGHTS ∎United States Navy, Vice Admiral and various positions of increasing authority and responsibility (1980 – 2018), including: »Deputy Chief of Naval Operations for Information Warfare and Director, Naval Intelligence (2016 – 2018) »Fleet Commander or Deputy Commander, U.S. Fleet Cyber Command/U.S. Tenth Fleet (2013 – 2016) »University President, Naval Postgraduate School (2012 – 2013) »Director, Decision Superiority Division, Chief of Naval Operations’ Staff (2011 – 2012) »Deputy Director of Operations, U.S. Cyber Command (2010 – 2011) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Trustee, The MITRE Corporation ∎Member, Strategic Advisory Committee, Idaho National Labs – National and Homeland Security Directorate ∎Board Member, United States Naval Academy Foundation ∎Member and Global Security Expert, Strategic Advisory Group, Paladin Capital Group ∎Governance Fellow, National Association of Corporate Directors EDUCATION ∎Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.)

Jessica R. Uhl, 53                Independent Nominee Director Nominee* GS Committees ∎Audit ∎Governance ∎Risk Other U.S.-Listed Company Directorships ∎Current: Royal Dutch Shell plc ∎Former (Past 5 Years): None	KEY EXPERIENCE AND QUALIFICATIONS
	∎Financial management and the review and preparation of financial statements: Leverages global finance experience, including in current role as CFO of Royal Dutch Shell plc, where she has driven measures to support the long-term health of the company, such as overseeing the delivery of industry-leading cash flow, supporting strategic plans related to Shell’s business and managing the impact of the COVID-19 pandemic ∎Complex risk management: Valuable perspective on the management of complex financial and non-financial risks, including climate risk management ∎Leadership, operations and sustainability: Experience across finance leadership positions at Shell in the U.S. and Europe, including achievement of key business objectives ranging from cost- saving initiatives related to complex operations to M&A. She has also been a leading advocate for transparency in the energy industry, including with respect to climate change, and during her tenure Shell has continued to expand its disclosures and climate commitments
	CAREER HIGHLIGHTS ∎Royal Dutch Shell plc, an international energy company »Chief Financial Officer (March 2017 – Present) »Executive Vice President, Finance, Integrated Gas (2016 – March 2017) »Executive Vice President, Finance, Upstream Americas (2014 – 2015) »Vice President, Finance, Unconventionals (2013 – 2014) »Vice President, Controller, Upstream and Projects and Technology (2010 – 2012) »Vice President, Finance, Shell Lubricants (2009 – 2010) »Head of External Reporting (2007 – 2009) »Vice President, Business Development, Shell Renewables, Hydrogen & CO2 (2005 – 2006) »Finance Manager, Shell Solar (2004 – 2005) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Member, Finance and Tax Working Group (CFO Task Force), European Roundtable for Industry ∎Member, Main Committee, The 100 Group ∎Member, World Business Council for Sustainable Development (WBCSD), CFO Network EDUCATION ∎Graduate of the University of California, Berkeley and INSEAD

* If elected at our 2021 Annual Meeting, Ms. Uhl will join our Board and its Audit, Governance and Risk Committees on July 1, 2021.

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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

OUR DIRECTORS

David A. Viniar, 65               Non-Employee 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 the lead independent director and chair of the audit and risk committee of Square, Inc., provides valuable perspective to our Board ∎Insight into our firm’s financial reporting, controls and risk management: As our former CFO, able to provide insights about our risks to our Board and committees ∎Capital management processes and assessments: Experience gained through serving as our CFO for over 10 years
	CAREER HIGHLIGHTS ∎Goldman Sachs »Executive Vice President and Chief Financial Officer (May 1999 – January 2013) »Head of Operations, Technology, Finance and Services Division (December 2002 – January 2013) »Head of the Finance Division and Co-Head of Credit Risk Management and Advisory and Firmwide Risk (December 2001 – December 2002) »Co-Head of Operations, Finance and Resources (March 1999 – December 2001) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Co-Vice Chairman, Board of Directors, Garden of Dreams Foundation ∎Former Trustee, Union College EDUCATION ∎Graduate of Union College and Harvard Business School

Mark O. Winkelman, 74     Independent Director Since: December 2014 GS Committees ∎Risk (Chair) ∎Audit ∎Governance Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): None	KEY EXPERIENCE AND QUALIFICATIONS
	∎Knowledge about our firm, including our fixed income business, and an understanding of the risks we face: Utilizes his previous tenure at Goldman Sachs, as well as his current service on the board of our subsidiary, Goldman Sachs International (GSI), including as the former chair of the GSI risk committee ∎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
	CAREER HIGHLIGHTS ∎Private investor (Present) ∎Operating Partner, J.C. Flowers & Co., a private investment firm focusing on the financial services industry (2006 – 2008) ∎Goldman Sachs »Retired Limited Partner (1994 – 1999) »Management Committee Member and Co-Head of Fixed Income Division (1987 – 1994) »Various positions at the firm, including Head of J. Aron Division (1978 – 1987) ∎Senior Investment Officer, The World Bank (1974 – 1978) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT ∎Director, Goldman Sachs International ∎Trustee Emeritus, Penn Medicine ∎Trustee Emeritus, University of Pennsylvania EDUCATION ∎Graduate of Erasmus University in the Netherlands and The Wharton School, University of Pennsylvania

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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

INDEPENDENCE OF DIRECTORS

INDEPENDENCE OF DIRECTORS

  10 of 12 director nominees are independent    

Our Board determined, upon the recommendation of our Governance Committee, that Ms. Burns, Dr. Faust, Mr. Flaherty, Ms. Kullman, Mr. Mittal, Mr. Ogunlesi, Mr. Oppenheimer, Vice Admiral Tighe, Ms. Uhl and Mr. Winkelman are “independent” within the meaning of NYSE rules and our Policy Regarding Director Independence (Director Independence Policy). Furthermore, our Board has determined that all of our independent nominees satisfy the heightened audit committee independence standards under SEC and NYSE rules, and that 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 Director Independence Policy that provides standards to assist our Board in determining which relationships and transactions might constitute a material relationship that would cause a director not to be independent.

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

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

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

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

OUR BOARD COMMITTEES

Structure of our Board and Governance Practices

BOARD OF DIRECTORS* CHAIRMAN AND CEO: DAVID SOLOMON; LEAD DIRECTOR: ADEBAYO OGUNLESI
AUDIT COMMITTEE*	COMPENSATION COMMITTEE	GOVERNANCE COMMITTEE*	PUBLIC RESPONSIBILITIES COMMITTEE	RISK COMMITTEE*
5 Members:	4 Members:	10 Members:	3 Members:	7 Members:
All Independent	All Independent	All Independent	All Independent	6 Independent

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 considers the potential effect of any matter on our reputation.

In October 2020, in connection with the announcement of the settlement of government and regulatory proceedings relating to 1MDB matters, our Board formed the 1MDB Remediation Special Committee to provide additional oversight and review of the remediation efforts arising out of the lessons of 1MDB. The 1MDB Remediation Special Committee is chaired by our Lead Director and the members are the Chairs of each of the Audit, Compensation, Public Responsibilities and Risk Committees. This Special Committee has met twice to date and will report periodically to the Board concerning its activities.

AUDIT
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
	Peter Oppenheimer** Mark Flaherty Jan Tighe Jessica Uhl* Mark Winkelman Adebayo Ogunlesi (ex-officio)	∎Audit/Tax/Accounting ∎Preparation or oversight of financial statements ∎Compliance ∎Technology	∎Assist our Board in its oversight of our financial statements, legal and regulatory compliance, independent auditors’ qualification, independence and performance, internal audit function performance and internal controls over financial reporting ∎Decide whether to appoint, retain or terminate our independent auditors ∎Pre-approve all audit, audit-related, tax and other services, if any, to be provided by the independent auditors ∎Appoint and oversee the work of our Director of Internal Audit and annually assess her performance ∎Prepare the Audit Committee Report

* If elected at our 2021 Annual Meeting, Ms. Uhl will join our Board and its Audit, Governance and Risk Committees on July 1, 2021.

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

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

OUR BOARD COMMITTEES

COMPENSATION
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
	Michele Burns Drew Faust Ellen Kullman Lakshmi Mittal Adebayo Ogunlesi     (ex-officio)	∎Setting of executive compensation ∎Evaluation of 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 and career development and progression; »  management succession (other than that within the purview of our Governance Committee); and »  diversity and employment practices ∎Prepare the Compensation Committee Report

GOVERNANCE
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
	Adebayo Ogunlesi Michele Burns Drew Faust Mark Flaherty Ellen Kullman Lakshmi Mittal Peter Oppenheimer   Jan Tighe Jessica Uhl* Mark Winkelman	∎Corporate governance ∎Talent development and succession planning ∎Current and prior public company board service	∎Recommend individuals to our Board for nomination, election or appointment as members of our Board and its Committees ∎Oversee the evaluation of the performance of our Board and our CEO ∎Review and concur with the succession plans for our CEO and other members of senior management ∎Take a leadership role in shaping our corporate governance, including developing, recommending to our Board and reviewing on an ongoing basis the corporate governance principles and practices that apply to us ∎Review periodically the form and amount of non-employee director compensation and make recommendations to our Board with respect thereto

PUBLIC RESPONSIBILITIES
ALL INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
	Ellen Kullman Drew Faust Lakshmi Mittal Adebayo Ogunlesi     (ex-officio)	∎Reputational risk ∎Sustainability / ESG ∎Government and regulatory affairs ∎Philanthropy	∎Assist our Board in its oversight of our firm’s relationships with major external constituencies and our reputation ∎Oversee the development, implementation and effectiveness of our policies and strategies relating to citizenship, corporate engagement and relevant significant public policy issues ∎Review sustainability issues affecting our firm, including through the periodic review of the Sustainability Report
RISK
MAJORITY INDEPENDENT		KEY SKILLS & EXPERIENCES REPRESENTED	KEY RESPONSIBILITIES
	Mark Winkelman Michele Burns Mark Flaherty Peter Oppenheimer     Jan Tighe Jessica Uhl* Adebayo Ogunlesi (ex-officio) Non-independent David Viniar	∎Understanding of how risk is undertaken, mitigated and controlled in complex industries ∎Technology and cybersecurity ∎Understanding of financial products ∎Expertise in capital adequacy and deployment	∎Assist our Board in its oversight of our firm’s overall risk-taking tolerance and management of financial and operational risks, such as market, credit and liquidity risk, including reviewing and discussing with management: »   our firm’s capital plan, regulatory capital ratios, capital management policy and internal capital adequacy assessment process, and the effectiveness of our financial and operational risk management policies and controls; »   our liquidity risk metrics, management, funding strategies and controls, and the contingency funding plan; and »   our market, credit, operational (including information security and cybersecurity) and model risk management strategies, policies and controls

* If elected at our 2021 Annual Meeting, Ms. Uhl will join our Board and its Audit, Governance and Risk Committees on July 1, 2021.

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

BOARD AND COMMITTEE EVALUATIONS

  BOARD AND COMMITTEE EVALUATIONS

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

2020 Evaluations: A Multi-Step Process REVIEW OF EVALUATION PROCESS Our Lead Director and Governance Committee periodically review the evaluation process to ensure that actionable feedback is solicited on the operation of our Board and its Committees, as well as on director performance QUESTIONNAIRE Provides director feedback on an unattributed basis; feedback from questionnaire informs one-on-one and closed session discussions ONE-ON-ONE DISCUSSIONS One-on-one discussions between our Lead Director and each non-employee director provide further opportunity for candid discussion to solicit additional feedback as well as to provide individual feedback CLOSED SESSION DISCUSSION Joint closed session discussion of Board and Committee evaluations led by our Lead Director and independent Committee Chairs provides for a synergistic review of Board and Committee performance EVALUATION SUMMARY Summary of Board and Committee evaluations results provided to full Board FEEDBACK INCORPORATED Policies and practices updated as appropriate as a result of the annual and ongoing feedback Examples include changes to Committee structure, additional presentations on various topics, evolution of director skill sets, refinements to meeting materials and presentation format, additional Audit and Risk Committee meetings and additional opportunities for exposure to "next generation" leaders of the firm ONGOING FEEDBACK Directors provide ongoing, real-time feedback outside of the evaluation process Topics considered during the Board and Committee evaluations include: DIRECTOR PERFORMANCE Individual director performance (format enhanced in 2020 to help further elicit individual feedback) Lead Director (in that role) Chairman of the Board (in that role) Each Committee Chair (in that role) BOARD AND COMMITTEE OPERATIONS Board and Committee membership, including director skills, background, expertise and diversity Committee structure, including whether the Committee structure enhances Board and Committee performance Access to firm personnel Executive succession planning process Conduct of meetings, including frequency of, time allocated for, and encouragement of candid dialogue, and effectiveness of closed sessions Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for educational sessions Shareholder feedback BOARD PERFORMANCE Key areas of focus for the Board Oversight of reputation Strategy oversight, including risks related thereto Consideration of shareholder value Capital planning COMMITTEE PERFORMANCE Performance of Committee duties under Committee charter Oversight of reputation and consideration of shareholder value Effectiveness of outside advisors Identification of topics that should receive more attention and discussion

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

BOARD LEADERSHIP STRUCTURE

BOARD LEADERSHIP STRUCTURE

Strong Independent Lead Director — Combined Chairman-CEO: Why our Structure is Effective

We review our Board leadership structure annually. Conducting regular assessments allows our Board to deliberate the merits of our Board’s leadership structure to ensure that the most efficient and appropriate leadership structure is in place for our firm’s needs, which may evolve over time. We are committed to independent leadership on our Board. If at any time the Chairman is not an independent director, our independent directors will appoint an independent Lead Director.

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

In December 2020, our Governance Committee conducted its annual review of our Board’s leadership structure. The review considered a variety of factors, including our governance practices and shareholder feedback on our Board and its leadership structure. In addition, our Governance Committee considered feedback on the Chairman of the Board received in connection with the Board evaluation.

As a result of this review, our Governance Committee determined that continuing to have Mr. Solomon serve as both Chairman and CEO — working together with a strong independent Lead Director — is the most effective leadership structure for our Board and our firm at this time.

Ultimately, we believe that our current leadership structure, together with strong governance practices, creates a productive relationship between our Board and management, including strong independent oversight that benefits our shareholders.

We will continue to conduct Board leadership assessments annually. If at any time our Governance Committee determines it would be appropriate to appoint an independent Chairman, it will not hesitate to do so.

BENEFITS OF A COMBINED ROLE

∎ A combined Chairman-CEO structure provides our firm with a senior leader who serves as a primary liaison between our Board and management, and as a primary public face of our firm. This structure demonstrates clear accountability to shareholders, clients and others.

∎ Our CEO has extensive knowledge of all aspects of our current business, operations and risks, which he brings to Board discussions as Chairman.

» A combined Chairman-CEO can serve as a knowledgeable resource for independent directors both at and between Board meetings.

» Combining the roles at our firm has been effective in promulgating strong and effective leadership of the firm, particularly in times of economic challenge and regulatory change affecting our industry (including the market stress brought on by the COVID-19 pandemic); the same will be important during this time of continued strategic development and execution and investment for long-term growth.

EMPOWERED LEAD DIRECTOR WITH EXPANSIVE LIST OF ENUMERATED DUTIES

Key Pillars of Lead Director Role

  SETS AND APPROVES AGENDA FOR BOARD MEETINGS AND LEADS EXECUTIVE SESSIONS   FOCUSES ON BOARD EFFECTIVENESS, COMPOSITION AND CONDUCTING EVALUATIONS   ACTS AS PRIMARY BOARD CONTACT FOR SHAREHOLDER ENGAGEMENT AND ENGAGES WITH REGULATORS   SERVES AS LIAISON BETWEEN INDEPENDENT DIRECTORS AND CHAIRMAN/ MANAGEMENT

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

BOARD LEADERSHIP STRUCTURE

Powers and Duties of our Independent Lead Director

∎  Provides independent leadership ∎  Sets agenda for Board meetings, working with our Chairman (including adding items to and approving the agenda) and approving the form and type of related materials, as well as reviewing and concurring in the agendas for each Committee meeting ∎  Approves the schedule for Board and committee meetings ∎  Presides at executive sessions of the independent directors ∎  Calls meetings of the Board, including meetings of the independent directors ∎  Presides at each Board meeting at which the Chairman is not present ∎  Engages with the independent directors and non-employee directors at and between Board and Committee meetings, including: » to identify matters for discussion, including for discussion at executive sessions of the independent directors » to facilitate communication with the Chairman (as set forth below) » one-on-one engagement regarding the performance and functioning of the collective

Board, individual director performance and other matters as appropriate ∎  Serves as an advisor to the Chairman, including by: » engaging with the Chairman between Board meetings » facilitating communication between the independent directors and the Chairman, including by presenting the Chairman’s views, concerns and issues to the independent directors as well as assisting with informing or engaging non-employee directors, as appropriate » raising to the Chairman views, concerns and issues of the independent directors, including decisions reached, and suggestions made, at executive sessions, in each case as appropriate ∎  Oversees the Board’s governance processes, including Board evaluations, succession planning and other governance-related matters ∎  Leads the annual CEO evaluation ∎  Meets directly with management and non- management employees of the firm ∎  Consults and directly communicates with shareholders and other key constituents, as appropriate

STRONG GOVERNANCE PRACTICES SUPPORT INDEPENDENT BOARD OVERSIGHT

STAKEHOLDER FEEDBACK & ENGAGEMENT

∎  Experienced independent directors and non-employee director, the majority of which have executive-level experience ∎  Independent and engaged Chairs of all standing Committees ∎  Regular executive sessions of independent directors chaired by Lead Director supplemented by additional sessions of non-employee directors without management present ∎  All directors may suggest inclusion of additional subjects on agendas and any director may call an executive session ∎  Annual Board and Committee evaluations that include feedback on individual director performance ∎  Independent director participation and oversight of key governance processes, such as CEO performance, compensation and succession planning ∎  All directors free to contact any employee of the firm directly ∎  Our Chairman and CEO and our Lead Director meet and speak with each other regularly about our Board and our firm

∎  We have generally received positive stakeholder feedback on the nature of our Lead Director role and our annual leadership structure review » In considering the strength of our Board leadership structure, many investors cite our Lead Director’s extensive engagement with shareholders and the insight into the Board’s perspectives and focus areas provided by the letter in our proxy statement that comes from our Lead Director ∎  Our Lead Director, Adebayo Ogunlesi, has engaged with the firm’s shareholders and other key stakeholders, including our regulators, to discuss a variety of topics, including our Board leadership structure and his responsibilities as Lead Director, Board effectiveness, compensation, the Board’s independent oversight of strategy, culture and Board and management succession planning » In 2020, Mr. Ogunlesi met with investors representing over 25% of our shares outstanding. He has regularly conducted engagement since becoming Lead Director, generally meeting with individuals representing key investors and proxy advisory firms

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

YEAR-ROUND REVIEW OF BOARD COMPOSITION

YEAR-ROUND REVIEW OF BOARD COMPOSITION

Our Governance Committee seeks to build and maintain an effective,

well-rounded, financially literate and diverse Board that operates

in an atmosphere of candor and collaboration.

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

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

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

∎ Business or other relevant experience; and

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

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

    

INDEPENDENT DIRECTORS SHAREHOLDERS INDEPENDENT SEARCH FIRMS OUR PEOPLE CANDIDATE POOL IN-DEPTH REVIEW Screen Qualifications Consider Diversity Review Independence and Potential Conflicts Meet with Directors Consider Skills/Matrix RECOMMEND SELECTED CANDIDATES FOR APPOINTMENT TO OUR BOARD FIVE NEW DIRECTOR NOMINEES IN LAST FIVE YEARS MEDIAN NOMINEE TENURE OF ~6.3 YEARS

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

To assist in this evaluation, the Committee utilizes as a discussion tool a matrix of certain skills and experiences that would be beneficial to have represented on our Board and on our Committees at any particular point in time. For example, the Committee is focused on what skills are beneficial for service in key Board positions, such as Lead Director and Committee Chairs, and conducts a succession planning process for those positions.

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

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

DIRECTOR EDUCATION

DIRECTOR EDUCATION

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

Upon joining our Board, new directors are provided with a comprehensive orientation about our firm, including our business, strategy and governance. For example, new directors typically meet with senior leaders covering each of our revenue-producing 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 our Board’s Committees, such as Audit and Risk Committee orientation sessions with our CFO, Controller, Treasurer and CRO, as well as a session with the Director of Internal Audit. Additional training is also provided when a director assumes a leadership role, such as becoming a Committee Chair.

Board and Committee presentations, roundtables, regular communications and firm and other industry events help to keep directors appropriately apprised of key developments in our businesses and in our industry, including material changes in regulation, so that they can carry out their oversight responsibilities.

COMMITMENT OF OUR BOARD

Commitment of our Directors — 2020 Meetings

Our Board and its Committees met frequently in 2020, with Board meetings increasing from 12 in 2019 to 23 in 2020 due to the 2020 operating environment.

	2020        MEETINGS
Board	23(a)	74 TOTAL BOARD AND COMMITTEE MEETINGS IN 2020
Audit	17
Compensation	8
Governance	7
Public Responsibilities	5
Risk	14
Executive Sessions of Independent Directors without Management(b)	9
Additional Executive Sessions of Non-Employee Directors without Management(c)	17

(a) Includes one meeting of the Board’s 1MDB Remediation Special Committee, which was formed in October 2020.

(b) Chaired by our Lead Director.

(c) Led by our Lead Director or other independent Committee Chairs.

Each of our current directors attended over 75% (the threshold for disclosure under SEC rules) of the meetings of our Board and the Committees on which he or she served as a regular member during 2020. Overall attendance at Board and Committee meetings during 2020 was over 99% for our directors as a group.

We encourage our directors to attend our annual meetings. All of our current directors attended the 2020 Annual Meeting, which was held virtually.

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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

COMMITMENT OF OUR BOARD

Commitment of our Directors — Beyond the Boardroom

Engagement beyond the boardroom provides our directors with additional insights into our businesses, risk management and industry, as well as valuable perspectives on the performance of our firm, our CEO and other members of senior management.

The commitment of our directors extends well beyond preparation for, and attendance at, regular and special meetings.

  ONGOING COLLABORATION   Frequent interactions with each
other, senior management and
key employees around the globe
on topics including strategy,
performance, risk management,
culture and talent development   STAKEHOLDER ENGAGEMENT   Regular engagement with key
stakeholders, including regulators, and
engagement with our
shareholders. Participation
in firm and industry conferences
and other events on behalf
of the Board       REGULARLY INFORMED   Receive postings on significant
developments and weekly
informational packages that include updates on recent developments, press coverage and current events that relate to our business, our people and our industry

Our Lead Director and Committee Chairs provide additional independent leadership outside the boardroom.

∎  For example, each Chair sets the agenda for his or her respective Committee meetings, and reviews and provides feedback on the form and type of related materials, in each case taking into account whether their Committee is appropriately carrying out its core responsibilities and focusing on the key issues facing the firm, as may be applicable from time to time. To do so, each Chair engages with key members of management and subject matter experts in advance of each Committee meeting.

∎  In addition, our Lead Director also sets the Board agenda (working with our Chairman) and approves the form and type of related materials. Our Lead Director also approves the schedule of Board and Committee meetings, taking into account whether there is sufficient time for discussion of all agenda items at each Board and Committee meeting.

In carrying out their leadership roles during 2020:

LEAD DIRECTOR Adebayo Ogunlesi		Includes meetings with, as applicable: CEO, COO, CFO, Secretary to the Board, General Counsel, CRO, Director of Internal Audit and other key Internal Audit employees, Controller, Global Head of HCM, Director of Investor Relations, Global Head of Executive Compensation, Global Head of Corporate Engagement, Chief Information Security Officer, Co-Chief Information Officer, Shareholders, Regulators, Independent Compensation Consultants, Director Search Firm, Independent Auditors
OVER 100MEETINGS
COMMITTEE CHAIRS Audit – Peter Oppenheimer Compensation – Michele Burns Public Responsibilities – Ellen Kullman Risk – Mark Winkelman
OVER 150MEETINGS

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CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

Board Oversight of our Firm

KEY AREAS OF BOARD OVERSIGHT

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

STRATEGY RISK MANAGEMENT CEO PERFORMANCE EXECUTIVE SUCCESSION PLANNING FINANCIAL PERFORMANCE & REPORTING CULTURE & core values CONDUCT people STRATEGY CONSIDERATION OF OUR REPUTATION UNDERSCORES OUR BOARD AND COMMITTEE OVERSIGHT

STRATEGY                                                                                                                                                  

∎   Our Board oversees and provides advice and guidance to senior management on the formulation and implementation of the firm’s strategic plans, including the development of growth strategies by our senior management team.

»  This occurs year-round through presentations and discussions covering firmwide, divisional and regional strategy, business planning and growth initiatives, both during and outside Board meetings.

∎   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 its development and implementation of the firm’s strategic direction.

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

∎   Throughout 2020, our Board engaged on an ongoing basis with our CEO, COO and CFO, as well as other key members of senior management and the control side, on management’s execution of our growth-focused long-term strategy and progress towards our financial targets as announced at our inaugural Investor Day in January 2020.

»  This took various forms, ranging from high-level discussions regarding strategic direction, reviews of existing and new business initiatives, as well as organic and inorganic growth opportunities and a focus on the quality and diversity of our people, each of which was aligned with our goal of long-term value creation for our shareholders and grounded by considerations such as risk management, culture and reputation.

»  For example, our Board discussed how our strategic framework was being impacted by the COVID-19 pandemic and related market stress, and reviewed progress on a number of key performance indicators (KPIs) that underpin our medium-term financial targets and inform consideration of our performance pursuant to the Compensation Committee’s Performance Assessment Framework.

∎   Our Board will continue to receive regular updates from, and provide advice to, management as they execute on the firm’s strategy.

RISK MANAGEMENT                                                                                                                                                  

∎   In the normal course, our firm commits capital and otherwise incurs risk as an inherent part of serving our clients’ needs. Our intention is to manage risks or, where possible, to mitigate them. In doing so, we endeavor not to undertake risks that could materially impair our firm, including our capital and liquidity position, ability to generate revenues and reputation.

∎   Management is responsible for the day-to-day identification, assessment and monitoring of, and decision- making regarding, the risks we face. Our Board is responsible for overseeing the management of the firm’s most significant risks on an enterprise-wide basis, which includes setting the types and levels of risk the firm is willing to take. This oversight is executed by our full Board as well as each of its Committees, in particular our Risk Committee, and is carried out in conjunction with the Board’s oversight of firm strategy.

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CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

REPUTATIONAL RISK MANAGEMENT

BOARD RISK MANAGEMENT OVERSIGHT INCLUDES: ∎  Strategic and financial considerations ∎  Legal, regulatory, reputational and compliance risks ∎  Other risks considered by Committees
RISK COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎  Overall risk-taking tolerance and risk governance, including our Enterprise Risk Management Framework ∎  Our Risk Appetite Statement (in coordination with our full Board) ∎  Liquidity, market, credit, operational, model and climate risks ∎  Our Capital Plan, capital ratios and capital adequacy ∎  Information and cybersecurity risk, third-party risk and business resilience risk, including oversight of management’s processes, monitoring and controls related thereto (such as at least annual presentations and additional updates as needed)
PUBLIC RESPONSIBILITIES COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎  Reputational risk and constituent impact, including client and business standards considerations, as well as the receipt of reports from the Firmwide Reputational Risk Committee regarding certain transactions that may present heightened reputational risk ∎  Sustainability / ESG strategy	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 ∎  Human capital strategy
AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎  Financial, legal and compliance risk, in coordination with our full Board ∎  Coordination with our Risk Committee, including with respect to technology-related risks, risk assessment and risk management practices	GOVERNANCE COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES: ∎  Board composition ∎  Board and executive succession

∎  Focus on COVID-19-Generated Risks:

»  During 2020, the Board and its Committees, including the Risk Committee, were focused on overseeing the financial and non-financial risks generated by the COVID-19 pandemic.

»  For example, in Spring 2020, the Board and the Risk Committee met often and received additional postings amid the market stress precipitated by the pandemic to discuss and keep apprised of, among other things, the firm’s capital and liquidity positions, as well as its evolving operational risk and resilience profile in light of the pandemic, with an overarching focus on the safety of our people.

∎  Continued Focus on Reputational Risk Management: Over the past several years, our firm has taken a number of steps that have enhanced our Board’s and our firm’s oversight of reputational risk, as described in detail on our website at www.gs.com/repriskenhancements, including:

»  Development and implementation of a Reputational Risk Framework and formation of a management-level Firmwide Reputational Risk Committee and control-side “regional vetting groups,” as well as implementation of a comprehensive Enterprise Risk Framework that addresses both financial and non-financial risks.

»  Training programs to empower all employees to defend against transactional, operational and reputational risks, creation of a Compliance Forensics Program and establishment of an Insider Threat Program to prevent and detect potentially harmful action by employees.

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CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

CEO PERFORMANCE

∎  Under the direction of our Lead Director, our Governance Committee annually evaluates CEO performance.

∎   The Committee reviews with our Global Head of HCM the results of our CEO’s self-assessment pursuant to the Performance Assessment Framework as well as the CEO’s evaluation under our 360° Review Process, as described further in Compensation Matters—Compensation Discussion and Analysis—How Our Compensation Committee Makes Decisions.

∎  While this formal process is conducted at year-end, our directors are regularly focused on the performance of our CEO, including during executive sessions of independent directors, regular closed sessions with our CEO and additional discussions between our Lead Director and our CEO throughout the year.

EXECUTIVE SUCCESSION PLANNING

Interaction with senior management in a variety of settings, including Board meetings and preparatory meetings, during visits to our offices around the world and at client-related events Plan reviewed by our Governance Committee with our CEO at least annually Monitoring of senior management careers to ensure appropriate exposure to our Board and our business Review of senior management summaries (including 360o evaluations) and assessment of potential for executive positions DEVELOPING THE FIRM'S NEXT GENERATION OF LEADERS                                                                                                                                                  

  ∎   Our Governance Committee has long utilized a framework relating to executive succession planning under which the Committee has defined specific criteria for, and responsibilities of, each of the CEO, COO and CFO roles. The Committee then focuses on the particular skill set needed to succeed in these roles at our firm both on a long-term and an emergency basis.   ∎   Our Lead Director also meets on this topic separately with our CEO and facilitates additional discussions with our independent directors about executive succession planning throughout the year, including at executive sessions, as may be appropriate.   ∎   Succession planning is a priority for our Governance Committee, which worked with Mr. Solomon to ensure an appropriate emergency succession protocol and will continue to work with him on the development and ongoing refinement of our longer-term succession plan. The Board also continues to engage with management on the firm's leadership pipeline more broadly, including with respect to leadership pipeline health and the development of the firm’s “next generation” of leaders.                   

FINANCIAL PERFORMANCE & REPORTING

∎   Our Board, including through its Committees, is continually kept apprised by management of the firm’s financial performance and key drivers thereof. For example, our Board generally receives an update on financial performance from our CFO at each meeting, which update provides critical information to the Board and its Committees that assists them in carrying out their responsibilities. During Spring 2020, our Board also received regular postings between meetings on how the market stress precipitated by the COVID-19 crisis was impacting the firm’s financial health and performance.

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

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

∎   In addition, our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. In this regard, our Audit Committee and Audit Committee Chair are directly involved with the periodic selection of the lead audit partner (see Audit Matters—Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2021).

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CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

KEY AREAS OF BOARD OVERSIGHT

CULTURE & CORE VALUES

∎  Management’s role in shaping the firm’s culture is critical, and our Board’s oversight of firm culture is an important element of its responsibilities.

∎  Our culture has been a cornerstone of our business and performance throughout our history. Our Core Values of partnership, integrity, client service and excellence are derived from our longstanding Business Principles, and are regularly reinforced at every step of our peoples’ careers, from onboarding to training, and through our performance, development, compensation and promotion processes.

∎  Our Board holds senior management accountable for embodying an appropriate “tone at the top” and for maintaining and communicating a culture that emphasizes the importance of compliance with both the letter and spirit of the laws, rules and regulations that govern us.

»  Oversight of culture takes many forms, including strategy and risk tolerance, review of governance policies and practices, the receipt of governance metrics, regular discussions with the firm’s Compliance, Legal, Risk and Internal Audit functions, and assessment of CEO and senior management performance and compensation.

»  These are also topics on which our firm regularly engages with our shareholders, regulators and other stakeholders.

CONDUcT

∎  We strive to maintain the highest standards of ethical conduct at all times, consistent with our Business Principles and our Core Values. For example:

»  Our Board regularly receives governance metrics, including metrics focused on conduct, controls and business integrity matters as well as attrition and complaints, and engages in regular discussions with the Compliance, Legal, Risk and Internal Audit functions.

»  Our Board also expects management to examine and to report to it on “lessons learned” from events at our firm or in our industry, as appropriate.

»  Our Performance Assessment Framework not only assesses the firm’s financial performance, but also takes into account a wide array of non-financial factors including conduct-related matters.

∎  As part of our ongoing commitment to dialogue, education and formal training, the firm offers a range of programs focused on our business standards and conduct.

Our Board recently approved amendments to revise and relaunch the firm’s Code of Business Conduct and Ethics (available on our website at www.gs.com) to better reinforce our Core Values and emphasize what we expect from our people. To this end, the amended Code reflects our ongoing commitments to the highest standards of partnership, client service, integrity and excellence, and clarifies existing obligations under the Code by providing clear direction and practical information to further empower our people to treat our clients and each other with honesty and integrity, avoid conflicts of interest, treat customers fairly, maintain accurate and complete records, comply with applicable laws and regulations, and escalate concerns.

PEOPLE STRATEGY

∎  We have long emphasized that our people are our greatest asset, and we seek to manage our people with the same rigor as we manage all other aspects of our firm including our risk and capital. It is only with the determination and dedication of our people that we can serve our clients, generate long-term value for our shareholders, contribute to economic progress for all our stakeholders and deliver on our purpose.

∎  Our Board and Committees are highly engaged with management in discussing all aspects of our People Strategy, which includes attracting talent, sustaining our culture and broadening our impact.

∎  One key element of our People Strategy is diversity and inclusion. The events of 2020 reemphasized that further progress on such matters remain imperative for our firm. To this end, the Board provided oversight as management enhanced its commitments in these areas, such as the announcement of additional initiatives aimed at increasing the representation of diverse communities at all levels across the firm, including two new aspirational goals to enhance the diverse representation of our vice president population and significantly increase our hiring of Black analysts from historically Black colleges and universities, while sustaining our existing programs focused on other diverse populations.

∎  More broadly, the Board and its Committees continue to work with management to enhance other aspects of our People Strategy, including enhancements to our performance management process and our leadership pipeline health through succession planning, next-generation skill development and talent mobility.

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STAKEHOLDER ENGAGEMENT

Stakeholder Engagement

Commitment to Active Engagement with our Shareholders and Other Stakeholders

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

Our Approach

We engage on a year-round basis with a wide range of stakeholders, including shareholders, fixed income investors, credit rating agencies, ESG rating firms, proxy advisory firms, prospective shareholders and thought leaders, among others. We also conduct additional targeted outreach ahead of our annual meeting each year, and otherwise as needed.

Firm engagement is led by our Investor Relations team, including targeted outreach and open lines of communication for inbound inquiries. Board-level engagement is led by our Lead Director, who meets regularly with shareholders and other key stakeholders, and may include other directors as appropriate. Feedback is provided to all directors from these interactions to inform Board and Committee work.

Depth of Engagement

Corporate governance represents only one component of our broader approach to stakeholder engagement. We take a holistic, comprehensive approach when communicating with shareholders. Discussions on corporate governance matters are often part of a broader dialogue covering corporate strategy, business performance, risk oversight and other key themes. We continued to conduct year-round, proactive engagement on corporate governance matters in 2020:

∎ Targeted outreach to top 200 shareholders ahead of 2020 Annual Meeting

∎ IR met with shareholders representing more than 35% of Common Stock outstanding during 2020

∎ Our Lead Director and/or the Chair of our Compensation Committee met with investors representing over 25% of Common Stock outstanding during 2020

2020 engagement covered:

BUSINESS PERFORMANCE STRATEGIC PRIORITIES AND GOALS RACIAL EQUITY COVID-19 RESPONSE CULTURE AND CONDUCT CORPORATE GOVERNANCE RISK MANAGEMENT REGULATORY OUTLOOK Approach to Sustainability People Strategy Executive Compensation Board Governance Succession Planning Tone at the Top

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SPOTLIGHT ON SUSTAINABILITY—OUR APPROACH TO SUSTAINABILITY

OUR CLIMATE COMMITMENT

Spotlight on Sustainability

Our Approach to Sustainability

Goldman Sachs is dedicated to advancing sustainable economic growth and financial opportunity. This purpose guides our everyday work with our clients, our emphasis on supporting our people and our broader strategic direction, and has served us well in navigating the challenging circumstances of the past year.

This purpose is also fundamental to our sustainable finance commitment. Our commitment cuts across two broad themes — climate transition and inclusive growth — that represent our view of the imperative and the opportunity that continues to develop across sectors.

Our efforts are grounded in a commercial focus that is integrated throughout our businesses. We are targeting $750 billion in sustainable financing, investing and advisory activity by 2030, and after one year we are ahead of pace, with over $150 billion of sustainable-finance activity over the course of 2020, including over $90 billion towards climate transition.

OUR CLIMATE COMMITMENT

∎ Goldman Sachs believes that addressing climate change requires a whole-of-society approach. To that end, we recently announced our commitment to align our financing activities with a net-zero pathway by 2050.

∎ We are also focused on where we can have a tangible impact today. This includes (1) working to develop more comprehensive climate data and promoting more thorough disclosure; (2) developing our own near-term goals; and (3) continuing to incorporate climate risk considerations into our businesses.

∎ Climate Data: Building on our longstanding leadership in the area of data reporting, including having been the first bank to report under the Sustainability Accounting Standards Board (SASB) and publishing our first Task Force on Climate-related Financial Disclosures (TCFD) report in 2020, we are now encouraging similar reporting from clients.

  » We are helping to facilitate this through initiatives such as our lead role on the board of OS-Climate, which is focused on building an open source approach to climate data.

∎ Near-Term Goals: We recently joined the UN Principles for Responsible Banking, and as part of that commitment we will conduct a climate impact analysis and plan to enhance our disclosures and set interim business-related climate targets by the end of 2021.

  » We have also expanded our operational net-zero commitment and set a new goal to cut our supply chain’s emissions to net zero by 2030.

∎ Climate Risk: We are working to enhance our TCFD reporting to further detail how we are taking climate risk considerations into account in business practices and business selection, and we expect to release that report later this year.

Climate Transition Clean Energy Sustainable Transport Sustainable Food & Agriculture Waste & Materials Ecosystem Services Inclusive Growth Accessible & Innovative Healthcare Financial Inclusion Accessible & Affordable Education Communities

32 GOLDMAN SACHS   |   PROXY STATEMENT FOR THE 2021 ANNUAL MEETING OF SHAREHOLDERS

SPOTLIGHT ON SUSTAINABILITY—OUR APPROACH TO SUSTAINABILITY

OUR APPROACH: BUSINESS AND CLIENTS

Our sustainable finance commitment is applied across three core areas: our businesses and clients; our people and operations; and our partnerships and engagement.

OUR APPROACH: BUSINESSES AND CLIENTS

∎ We view sustainability first and foremost through a commercial lens. Our Sustainable Finance Group was established in 2019 to partner with our global businesses to deliver leading sustainability expertise and drive innovative solutions for our clients.

∎ Over the past year, we have launched divisional councils across our revenue divisions that are helping to facilitate achievement of our $750 billion commitment. These councils consist of senior business leaders who — in addition to delivering their day-to-day expertise to clients — are able to provide the added benefit of a sustainability-focused perspective.

∎ We continue to drive sustainability-focused solutions for our clients across all four of our segments. These include:

  » In Investment Banking, we are playing a crucial role in helping clients integrate climate alignment into their broader corporate strategy, in addition to leveraging our long-standing green bond expertise.

  » In Global Markets, we are providing sustainability-focused risk management solutions to our clients, as well as thought leadership through our Global Investment Research channels.

  » In Asset Management, we have launched a dedicated effort to help companies effectively manage climate transition, including integration of a proprietary climate risk tilt into our core suite of equity products, and created a new Sustainable Investing Group focused on investment opportunities in key sustainable finance sectors.

  » In Consumer & Wealth Management, we are scaling our Marcus platform with more robust online tools and resources to improve consumers’ overall financial health and literacy.

OUR APPROACH: PEOPLE AND OPERATIONS

∎ Our people and our operations are core components of our ability to deliver on our purpose — ensuring that we sustain our firm’s culture, advance critical diversity and inclusion priorities, and continue our focus on responsible management.

∎ We view our People Strategy as integral to our success in maintaining our Core Values and executing on our strategic direction, and advancing diversity is an imperative for our firm. We are focused on not just bringing in diverse people, but cultivating diverse perspectives and abilities to best serve our clients and stakeholders.

∎ In keeping with our broader commitment to enhanced accountability and transparency, we are developing our reporting to give our investors and other stakeholders greater insight into our HCM strategy, including through our inaugural People Strategy Report, which we expect to publish in conjunction with our Sustainability Report in the coming months. This report will also include tangible indicators of our progress on our people-related goals, including expanded Equal Employment Opportunity (EEO-1) disclosure.

∎ Our focus on responsibly managing our firm also includes reducing our operational impact. We were the first of our Peers to reach carbon neutrality in 2015, and at that time we set a number of operational goals around renewable energy usage, elimination of disposable plastics, energy efficiency and green building standards.

∎ By the end of 2019, we had reached nearly all of the initial targets — so we set new operational goals for ourselves for 2025. We are already making strong progress towards these goals, including 70% of our global building portfolio now certified green.

∎ We are also proud to have been the first U.S. corporate signatory to all three of The Climate Group’s key initiatives driving progress towards net zero carbon emissions by 2050: the RE100, EV100 and EP100.

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SPOTLIGHT ON SUSTAINABILITY—OUR APPROACH TO SUSTAINABILITY

OUR APPROACH: PARTNERSHIPS AND ENGAGEMENT

OUR APPROACH: PARTNERSHIPS AND ENGAGEMENT

∎ While we seek to approach sustainable finance from a commercial perspective, we often complement our work through proactive external partnership and engagement. These include philanthropic efforts, such as our recently announced One Million Black Women initiative through which the firm will invest $10 billion and commit $100 million in philanthropic capital for capacity-building grants over the next decade to narrow opportunity gaps for at least one million Black women in the U.S., as well as collaborations with academic institutions, non-profits and public or private sector working groups focused on advancing climate transition and inclusive growth.

∎ For example, in 2020 we were a founding member of the Climate Leadership Council, which put forth a bi-partisan plan for a revenue-neutral carbon tax. In 2020, we were also a founding partner of the Rocky Mountain Institute’s Center for Climate-Aligned Finance, which serves as a platform to partner with corporate clients to identify decarbonization solutions in the global economy.

∎ Earlier this year, we also joined the OS-Climate initiative as its founding U.S. bank member. We believe this coalition will be a leader in the development of comprehensive open source data solutions that help shift global investment towards zero carbon emissions.

More information can be found in our annual Sustainability Report, available at www.gs.com/sustainability-report. Our 2020 report will be available later this year.

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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

2020 NEO COMPENSATION DETERMINATIONS

Compensation Matters

Compensation Discussion and Analysis

This CD&A describes our executive compensation philosophy and the process by which our Compensation Committee makes executive compensation decisions, each of which is designed to support our strategic objectives and the long-term interests of our shareholders. Our 2020 NEOs are:

                       David M. Solomon             Chairman and CEO               John E. Waldron         President and COO   Stephen M. Scherr   CFO          John F.W. Rogers          EVP                         Karen P. Seymour                   Former EVP and General Counsel*            

2020 NEO COMPENSATION DETERMINATIONS

The following table shows our Compensation Committee’s determinations regarding our NEOs’ 2020 annual compensation as well as their 2019 compensation information (dollar amounts shown in millions).

This table is different from the SEC-required 2020 Summary Compensation Table on page 54.

	YEAR	INITIAL  DETERMI-  NATION ($)	BOARD 1MDB REDUCTION(a)   ($)	FINAL  ($)		SALARY   ($)		ANNUAL VARIABLE COMPENSATION ($)						EQUITY-BASED AWARDS
								CASH		PSUS(b)		RSUS(b)		% OF ANNUAL VARIABLE COMP		% OF TOTAL
EXECUTIVE LEADERSHIP TEAM
David M. Solomon Chairman and CEO	2020	27.50	(10)		17.50		2.00		4.65		10.85		—		70		62
	2019	27.50	N/A		27.50		2.00		7.65		17.85		—		70		65
John E. Waldron President and COO	2020	25.50	(7)		18.50		1.85		6.66		9.99		—		60		54
	2019	24.50	N/A		24.50		1.85		9.06		13.59		—		60		55
Stephen M. Scherr CFO	2020	22.50	(7)		15.50		1.85		5.46		8.19		—		60		53
	2019	22.50	N/A		22.50		1.85		8.26		12.39		—		60		55
OTHER NEOS
John F.W. Rogers EVP	2020	12.50	N/A		12.50		1.50		4.40		3.30		3.30		60		53
	2019	11.50	N/A		11.50		1.50		4.00		1.50		4.50		60		52
Karen P. Seymour* Former EVP and General Counsel	2020	10.00	N/A		10.00		1.50		3.40		2.55		2.55		60		51
	2019	9.00	N/A		9.00		1.50		3.00		1.12		3.38		60		50

(a) Reflects the Board’s previously announced determination related to 1MDB to reduce 2020 compensation by $10 million for Mr. Solomon and by $7 million for each of Messrs. Waldron and Scherr. For more information, see —2020 Compensation.

(b) The number of PSUs or RSUs awarded as part of our NEOs’ 2020 annual compensation was determined by reference to the closing price of our Common Stock on the grant date ($290.47 on January 20, 2021). This resulted in grants as follows: Mr. Solomon — 37,354 PSUs; Mr. Waldron — 34,393 PSUs; Mr. Scherr — 28,196 PSUs; Mr. Rogers — 11,361 PSUs and 11,361 RSUs; and Ms. Seymour — 8,779 PSUs and 8,779 RSUs.

* Ms. Seymour retired as EVP and General Counsel on March 15, 2021.

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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

  OUR COMPENSATION PRINCIPLES   FIRMWIDE PERFORMANCE INDIVIDUAL PERFORMANCE STAKEHOLDER FEEDBACK MARKET FOR TALENT CRO INPUT AND RISK MANAGEMENT REGULATORY CONSIDERATIONS INDEPENDENT   COMPENSATION     CONSULTANT

Importance of Informed Judgment

To help ensure that our compensation program is appropriately aligned with our long-term strategy, stakeholder expectations and the safety and soundness of our firm, our Compensation Committee, within the structure of our Performance Assessment Framework and in the context of the inputs and factors described below, utilizes its informed judgment to evaluate, and structured discretion to set, executive compensation.

We believe this balanced approach, which is consistent with industry practice, is appropriate for our firm, and that a more formulaic compensation program would not be in the long-term best interests of our firm, our shareholders and other stakeholders.

∎ Avoids Unintended Consequences and Mitigates Compensation-Related Risk. Our business is dynamic and requires us to respond rapidly to changes in our operating environment. As such, our program is designed to encourage appropriate prudence by our senior leaders, on behalf of our shareholders and our clients, regardless of prevailing market conditions.

» We utilize a Performance Assessment Framework to provide greater definition to, and transparency regarding, the pre-established financial and non-financial factors considered by the Compensation Committee to assess the firm’s performance in connection with compensation decisions for our NEOs and other senior leaders. However, a strictly formulaic compensation program would not permit adjustments based on less quantifiable factors, such as unexpected external events or individual performance.

» The recent market stress during Spring 2020 as a result of the COVID-19 pandemic is a key example of the benefits of our approach; the Board was not forced to restructure a strictly formulaic incentive plan midway through the year, and ultimately utilized its judgment to hold initial compensation levels for our CEO flat year-over-year despite the firm’s strong performance, and before applying the 1MDB-related reduction.

∎ Equity and Performance-Based Pay Provides Alignment. While grant amounts are based on our Compensation Committee’s informed judgment and use of structured discretion, the amounts ultimately realized by our NEOs are subject to ongoing performance metrics (through the use of PSUs) and tied to the firm’s longer-term stock price (settlement of PSUs, RSUs and Shares at Risk delivered in respect of PSUs and RSUs).

    

OUR COMPENSATION PRINCIPLES

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

PAYING FOR PERFORMANCE	ENCOURAGING FIRMWIDE ORIENTATION & CULTURE	DISCOURAGING IMPRUDENT RISK-TAKING	ATTRACTING & RETAINING TALENT
Firmwide compensation should directly relate to firmwide performance over the cycle.	Employees should think and act like long-term shareholders, and compensation should reflect the performance of the firm as a whole.	Compensation should be carefully designed to be consistent with the safety and soundness of our firm. Risk profiles must be taken into account in annual performance reviews, and factors like liquidity risk and cost of capital should also be considered.	Compensation should reward an employee’s ability to identify and create value, and the recognition of individual performance should also be considered in the context of the competitive market for talent.

∎ In addition to our Compensation Principles, our Compensation Committee is guided by our variable compensation frameworks, which more broadly govern the variable compensation process for employees who could expose the firm to material amounts of risk (such as our NEOs).

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FIRMWIDE PERFORMANCE

∎ Taking into account our pay-for-performance philosophy, our Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation.

∎ During 2019, we developed a Performance Assessment Framework to provide greater definition to, and transparency regarding, the key factors considered by the Compensation Committee to assess the firm’s performance in connection with compensation decisions for our NEOs and other senior leaders (our Management Committee).

» The Framework includes an assessment of pre-established financial metrics and non-financial factors on a firmwide basis. It also includes divisional metrics that underpin firmwide performance and serve to inform compensation decisions for the firm’s divisional leaders.

» The Framework aligns performance metrics and goals across our most senior leaders and provides a structure to help to ensure that our compensation program for our NEOs and Management Committee continues to be appropriately aligned with our long-term strategy, stakeholder expectations and the safety and soundness of our firm. The Framework may continue to evolve, as appropriate, to ensure this purpose is served.

∎ For 2020, the Committee adopted financial metrics, which align with the goals announced at our January 2020 Investor Day, as well as non-financial factors, each as described below, that informed the 2020 compensation decisions for our NEOs.

  ∎ The assessment of firmwide performance takes into account a number of factors:   »  2020 financial performance, focused on the key metrics set forth in the Framework, both on an absolute basis as well as relative to our Peers   »  NEW. Progress towards achieving the firm’s strategic objectives announced at Investor Day   »  Non-financial factors that underpin how our financial results are achieved and ensure that appropriate investment is made in the firm’s future NEW. Enhanced Alignment with Investor Day KPIs. In addition to assessing annual financial performance, the Committee also assessed progress on the firm’s key strategic objectives – growing and strengthening existing businesses, diversifying our products and services and operating more efficiently as announced at Investor Day. To this end, and to further enhance transparency based on stakeholder feedback, the Performance Assessment Framework included an enhanced dashboard with key performance indicators to help the Committee better assess the firm’s progress towards its Investor Day goals.

OVERVIEW OF PERFORMANCE ASSESSMENT FRAMEWORK
	FINANCIAL PERFORMANCE	HOW THE RESULTS ARE ACHIEVED / INVESTMENT IN THE FUTURE
		CLIENTS	RISK MANAGEMENT	LEADERSHIP, CULTURE & VALUES
	∎ROE ∎ROTE ∎Efficiency ratio ∎TSR ∎BVPS growth ∎Pre-tax earnings ∎Net revenue ∎EPS ∎Strategic priorities to assess progress towards Investor Day goals: »   Grow and strengthen existing businesses »   Diversify our products and services »   Operate more efficiently	∎Cross-divisional strategy/ collaboration in support of One Goldman Sachs ∎Strength of client feedback ∎Broaden share of addressable market	∎Reputation ∎Compliance ∎Standing with regulators ∎Governance and controls ∎Operation risk loss events ∎Risk violations/exceptions ∎360° feedback on risk management and firm reputation and compliance	∎Teamwork and collaboration ∎Retention of key talent, including diverse populations and top performers ∎Attract high performing external talent ∎Progress towards announced diversity goals ∎Identification and development of next generation leaders ∎360° feedback on culture ∎Disciplinary matters

FIRMWIDE

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INDIVIDUAL PERFORMANCE

  ∎  An assessment of each NEO’s individual performance and achievements is critical to our Compensation Committee’s decision-making process, including how each of our NEOs helped to contribute to firmwide performance based on the criteria set forth in the Performance Assessment Framework, as applicable dependent on each NEO’s role.   » NEW. To enhance consideration of individual performance under the Framework, for 2020 the Framework was updated to include a self- assessment by each of the CEO, COO and CFO. Assessments were facilitated by the Global Head of HCM.     ∎  Each of our NEOs is also evaluated under our 360° Review Process, which includes confidential input from employees, including those who are senior 360o REVIEW PROCESS  

     to (other than for our CEO), peers of and junior to the employee being reviewed. Our 360° Review Process assesses performance across a variety of factors, including risk management and firm reputation, control-side empowerment, judgment, compliance with firm policies, commercial contributions, culture contributions, diversity and inclusion, communication, leadership and people development, and client focus.

∎ Our CEO: Under the direction of our Lead Director, our Governance Committee evaluated the performance of Mr. Solomon, including consideration of the results of Mr. Solomon’s self-assessment under the Performance Assessment Framework as well as a summary of his evaluation under the 360° Review Process (see Corporate Governance—Board Oversight of our Firm—Key Areas of Board Oversight—CEO Performance). Our Compensation Committee considered this evaluation and discussed Mr. Solomon’s performance as part of its discussions to determine his compensation.

∎ Other NEOs: Mr. Solomon discussed with the Governance Committee the performance of our COO and CFO, including the results of the COO’s and CFO’s respective self-assessments under the Performance Assessment Framework as well as a summary of their evaluations under the 360° Review Process. The Compensation Committee similarly considered these evaluations and discussed the performance of Messrs. Waldron and Scherr as part of its discussions to determine their compensation. Mr. Solomon also discussed with the Committee the performance of our other NEOs, including in respect of the metrics included in the Framework as well as a summary of their evaluations under the 360° Review Process. In this context, Mr. Solomon submitted variable compensation recommendations to the Committee for our NEOs, but did not make recommendations about his own compensation.

STAKEHOLDER FEEDBACK

∎ 2020 Say on Pay Results. Our 2020 Say on Pay vote received the support of approximately 71% of our shareholders, reflecting that while shareholders view many aspects of our compensation program positively, such as our high percentage of performance-based pay, there are also opportunities for enhancement of our compensation program.

∎ Stakeholder Engagement. Engagement has been and continues to be a priority for our Board and management. To this end, we engage extensively with our stakeholders each year and the feedback received continues to inform our Board and Compensation Committee actions. For example, in 2020 we (including, in certain cases, our Lead Director and/or our Compensation Committee Chair) met with shareholders representing more than 35% of Common Stock outstanding to discuss compensation-related matters and other areas of focus.

∎ Board Responsiveness. Stakeholder feedback received in connection with the 2020 Say on Pay vote and over the last several years continues to inform our Board and Compensation Committee actions. To this end, the Committee discussed and evaluated feedback received in setting the form, structure and amount of 2020 compensation.

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IN RESPONSE TO STAKEHOLDER FEEDBACK

For 2018 and 2019 compensation, we made a number of enhancements, including:

∎  Enhanced the rigor of our PSU design

∎  Granted PSUs beyond our Executive Leadership Team to our other NEOs and Management Committee beginning with 2019 compensation

∎  Implemented the Performance Assessment Framework enhancing transparency and alignment with
forward strategy

For 2020, we made a number of other enhancements, and restated our commitments to certain best practices:

STAKEHOLDER FEEDBACK		COMPENSATION COMMITTEE ACTION
		Undertook Peer group analysis and expanded Peer group for PSUs and compensation benchmarking (see below)
		Increased portion of deferral in PSUs to 50% (from 25%) for NEOs other than our Executive Leadership Team, which continues to receive 100% of deferral in PSUs
		100% of equity for our Executive Leadership Team and 50% for our other NEOs subject to ongoing performance conditions
		Continued use of risk-adjusted metrics, transfer restrictions, retention requirements and recapture provisions
		Enhanced Performance Assessment Framework to provide a dashboard for the Compensation Committee to assess progress against key Investor Day goals
		Expanded proxy disclosure regarding Committee’s use of informed judgment and structured discretion on pay decisions
		Continued commitment to engagement by Lead Director and Compensation Committee Chair

HIGH PROPORTION OF EUROPEAN PEERS IN PEER GROUP DECREASE PERCENTAGE OF DEFERRAL IN TIME-BASED RSUS GRANTED TO CERTAIN NEOS SUPPORT FOR HIGH PERCENTAGE OF PERFORMANCE-BASED PAY SUPPORT FOR ROBUST RISK BALANCING FEATURES TRANSPARENCY REGARDING COMPENSATION COMMITTEE'S USE OF DISCRETION SUPPORT FOR ROBUST STAKEHOLDER ENGAGEMENT

SPOTLIGHT ON PEER GROUP ANALYSIS

∎  In 2020, in response to stakeholder feedback, our Compensation Committee directed a detailed analysis of the Peers utilized for PSUs.

»  This analysis was conducted by the firm together with the Compensation Committee’s independent compensation consultant, and involved an assessment of criteria including business mix and overlap, the firm’s own strategic initiatives, comparability of capital requirements, U.S. Global Systemically Important Banks (G-SIB) status, global footprint, competition for talent and peer group benchmarking.

∎  This analysis confirmed that our existing Core U.S. Peers and our European Peers continued to be appropriate in light of the factors considered.

»  In particular, the Compensation Committee determined it was appropriate to retain the existing European firms in our Peers given their strong correlation with the firm across the criteria listed above, including business mix and overlap.

∎  Further, as a result of this analysis the Compensation Committee determined to expand the Peers utilized in connection with our PSUs by adding The Bank of New York Mellon Corporation and Wells Fargo & Company, which represent the G-SIBs with the most significant business overlap beyond those already included in our Peer group. This change also reduced the proportion of European firms in our Peers.

∎  Peer group changes apply beginning with PSUs granted in January 2021. No Peer group changes have been made to PSUs previously granted.

∎  We also determined to similarly expand our Peers for compensation benchmarking purposes more broadly.

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MARKET FOR TALENT

  

OUR PEERS CORE U.S. PEERS ADDITIONAL U.S. PEERS (NEW FOR 2020) EUROPEAN PEERS BANK OF AMERICA CORPORATION CITIGROUP, INC. JPMORGAN CHASE & CO. MORGAN STANLEY THE BANK OF NEW YORK MELLON CORPORATION WELLS FARGO & COMPANY BARCLAYS PLC CREDIT SUISSE GROUP AG DEUTSCHE BANK AG UBS GROUP AG

∎ Our Compensation Committee 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 NEO compensation.

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

∎ To this end, the Committee regularly evaluates our NEO compensation program against benchmarking to ensure that our senior roles are properly valued, taking into account compensation program design and structure, as well as multi-year financial performance and quantum of NEO pay at our Peers. The Committee may also receive additional benchmarking information with respect to other companies with which the firm competes for talent (e.g., asset managers, Fortune 100 companies).

» The Committee performs this evaluation with information and assistance from our HCM division and its independent compensation consultant, FW Cook.

» Benchmarking information provided by HCM is obtained from an analysis of public filings by our Finance and HCM divisions, as well as surveys regarding incentive compensation practices conducted by Willis Towers Watson.

CRO INPUT & RISK MANAGEMENT

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

∎ Our CRO presented his annual risk assessment jointly to our Compensation Committee and our Risk Committee in order to assist with the evaluation of our program’s design.

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

» Our Compensation Committee and our CRO each believes that the various components of our compensation program, including compensation plans, policies and practices, work together to balance risk and reward in a manner that does not encourage imprudent risk-taking. For example:

Compensation considered based on Risk-Adjusted Metrics, such as net revenues and ROE (which are reflected in our Performance Assessment Framework) Significant portion of pay in Equity-Based Awards aligns with long-term shareholder interests Transfer Restrictions, Retention Requirements and Stock Ownership Guidelines work together to align compensation with long-term performance and discourage imprudent risk-taking Recapture provisions mitigate imprudent risk-taking; misconduct or improper risk analysis could result in clawback or forfeiture of compensation

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REGULATORY CONSIDERATIONS

∎ Our Compensation Committee also considers regulatory matters and the views of our regulators when determining NEO compensation. To this end, the Committee receives briefings on relevant regulatory developments. See also —CRO Input & Risk Management.

INDEPENDENT COMPENSATION CONSULTANT INPUT

∎ Our Compensation Committee recognizes the importance of using an independent compensation consulting firm that is appropriately qualified and that provides services solely to our Board and its Committees and not to our firm.

∎ For 2020, our Compensation Committee received the advice of FW Cook, who reviewed our CRO’s compensation-related risk assessment, provided input and advice on our Performance Assessment Framework and on the structure and amount of our 2020 NEO compensation program, advised on other compensation matters and provided additional benchmarking information to the Committee, such as with respect to market context and expectations for Peer compensation.

∎ Our Compensation Committee determined that FW Cook had no conflicts of interest in providing services to the Committee and was independent under the factors set forth in the NYSE rules for compensation committee advisors.

OVERVIEW OF COMPENSATION ELEMENTS AND KEY PAY PRACTICES

Our Compensation Committee believes the design of our executive compensation program is integral to further our Compensation Principles, including paying-for-performance and effective risk management.

PAY ELEMENT	CHARACTERISTICS	PURPOSE	2020 COMPENSATION
BASE SALARY	Annual fixed cash compensation	Provides our executives with a predictable level of income that is competitive to salary at our Peers	We made no changes to NEO annual base salary levels ($2.0 million for our CEO, $1.85 million for our COO and CFO and $1.5 million for our other NEOs), and our Compensation Committee believes that these salary levels are competitive in the market for talent
ANNUAL    VARIABLE    COMPENSATION(a)	Cash	Motivates and rewards achievement of company performance, strategic and operational objectives	In 2020, each of our NEOs received a portion of their annual variable compensation (no more than 40%) in the form of a cash bonus
	Equity-Based PSUs RSUs	Aligns our executives’ interests with those of our shareholders and motivates executives to achieve longer-term performance, strategic and operational objectives	Each of our NEOs received at least 60% of his or her annual variable compensation in the form of equity-based compensation ∎   Executive Leadership Team: 100% PSUs ∎   Other NEOs: 50% PSUs (increased from 25% in 2019); 50% RSUs

(a) Our NEOs participate in the Goldman Sachs Partner Compensation Plan (PCP), the plan under which we determine variable compensation for all of our other PMDs.

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