DEF 14A 1 d62428ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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Soliciting Material Pursuant to Section 240.14a-12

The Goldman Sachs Group, Inc.

 

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LOGO   

 

LOGO

The Goldman Sachs Group, Inc. Annual Meeting of Shareholders Proxy Statement 2022


Table of Contents

THE GOLDMAN SACHS GROUP, INC.—NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

 

 

The Goldman Sachs Group, Inc.

200 West Street, New York, New York 10282

Notice of 2022 Annual Meeting of Shareholders

 

ITEMS OF BUSINESS

 

  Item 1. Election to our Board of Directors of the 13 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. Ratification of the appointment of PwC as our independent registered public accounting firm for 2022

 

  Items 4–7. Consideration of certain shareholder proposals, if properly presented by each shareholder proponent

 

  Transaction of such other business as may properly come before our 2022 Annual Meeting of Shareholders

      

 

 TIME

  

 

8:30 a.m., New York time

 

 

 DATE

  

 

Thursday, April 28, 2022

 

 

 PLACE

  

 

Goldman Sachs offices located at:

200 West Street

New York, New York 10282

 

 

Attendees will be required to provide proof of vaccination and follow COVID-19 safety protocols. For more information, see Frequently Asked Questions.

 

 

    

 

 

 

 RECORD DATE       February 28, 2022

      

 

The close of business on the record date is when it is determined which of our shareholders are entitled to vote at our 2022 Annual Meeting of Shareholders, or any adjournments or postponements thereof

 

         

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

By Order of the Board of Directors,

 

 

LOGO

Beverly O’Toole

Assistant Secretary

March 18, 2022

 

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 28, 2022. Our Proxy Statement, 2021 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials. By March 18, 2022, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice includes instructions on how to access our Proxy Statement and 2021 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 22, 2022. For more information, see Frequently Asked Questions.

 

 

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS  |  GOLDMAN SACHS


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TABLE OF CONTENTS

 

 

 

Table of Contents

 

Letter from our Chairman and CEO     ii  
Letter from our Lead Director     iii  
Executive Summary     1  

2022 Annual Meeting Information

    1  

Matters to be Voted on at our 2022 Annual Meeting

    1  

Strategy and Performance Highlights

    2  

Compensation Highlights

    4  

Corporate Governance Highlights

    6  
Corporate Governance     8  

Corporate Governance Best Practices

    8  

Item 1. Election of Directors

    9  

Our Directors

    9  

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     32  
Spotlight on Sustainability     33  
Compensation Matters     35  

Compensation Discussion and Analysis

    35  

2021 Annual NEO Compensation Determinations

    35  

Shareholder Value Creation Awards

    36  

How Our Compensation Committee Makes Decisions

    36  

Overview of Annual Compensation Elements and Key Pay Practices

    42  

2021 Annual Compensation

    43  

Shareholder Value Creation Awards—A More Detailed Look

    51  

Equity-Based Variable Compensation Elements of Annual Compensation—A More Detailed Look

    52  

Other Compensation Policies and Practices

    53  

GS Gives

    56  

Executive Compensation

    57  

2021 Summary Compensation Table

    57  

2021 Grants of Plan-Based Awards

    59  

2021 Outstanding Equity Awards at Fiscal Year-End

    60  

2021 Stock Vested

    60  

2021 Pension Benefits

    61  

2021 Non-Qualified Deferred Compensation

    62  

Potential Payments Upon Termination or Change in Control

    63  

Compensation Committee Report

    66  

Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay)

    67  

Pay Ratio Disclosure

    68  

Non-Employee Director Compensation Program

    69  
Audit Matters     72  

Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2022

    72  

Report of our Audit Committee

    74  
Items 4-7. Shareholder Proposals     75  
Certain Relationships and Related Transactions     84  
Beneficial Ownership     87  
Additional Information     90  
Frequently Asked Questions     92  
Annex A: Calculation of Non-GAAP Measures     A-1  
Annex B: Additional Details on Director Independence     B-1  
Directions to our 2022 Annual Meeting of Shareholders     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, expense savings initiatives, interest expense savings, funding optimization and durability of earnings as well as the effectiveness of our management of our human capital, including our aspirational diversity goals, and may relate to, among other things, our future plans and results, including our target ROE, ROTE, efficiency ratio and CET1 ratio, and how they can be achieved, and goals relating to our sustainability initiatives. It is possible that the firm’s actual results, including the incremental revenues and savings, enhanced funding optimization and increase in durability of earnings, if any, from such initiatives, and financial condition may differ, possibly materially, from the anticipated results, financial condition and incremental revenues and savings, enhanced funding optimization or increased durability in earnings indicated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in Goldman Sachs’ Annual Report on Form 10-K for the year ended December 31, 2021. Statements about Goldman Sachs’ business, savings and other initiatives are subject to the risk that our businesses may be unable to generate additional incremental revenues or reduce expenses consistent with current expectations.

References to our website or other links to our publications or other information are provided for the convenience of our shareholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC.

 

 

                                                                                                PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS     i


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LETTER FROM OUR CHAIRMAN AND CEO

 

 

Letter from our Chairman and CEO   

 

LOGO

 

 

March 18, 2022

Goldman Sachs

Fellow Shareholders:

I am pleased to invite you to attend the 2022 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc., which will be held on Thursday, April 28, 2022 at 8:30 a.m., New York time, at our offices in New York, New York. Enclosed you will find a notice setting forth the items we expect to address during the meeting, a letter from our Lead Director, our Proxy Statement, a form of proxy and a copy of our 2021 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.

Included in the Annual Report is our 2021 letter to shareholders, in which we discuss how our people came together to help the firm deliver exceptional results. We review the progress we’ve made on our strategy, lay out our updated financial targets, and explain how our people navigated a dynamic market environment to achieve a record year.

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

 

 

LOGO

David Solomon

Chairman and Chief Executive Officer

 

 

 

LOGO

 

 

OUR CORE VALUES

 

 

Partnership

   

 

Integrity

        

 

Client Service

   

 

Excellence

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

 

 

LOGO

 

PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS  |  GOLDMAN SACHS        ii


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LETTER FROM OUR LEAD DIRECTOR

 

 

 

Letter from our Lead Director   

 

LOGO

 

 

March 18, 2022

Goldman Sachs

To my fellow shareholders,

With our 2022 Annual Meeting approaching, I always appreciate this opportunity to reflect upon the last year and share with you my observations.

2021 was another active year for Goldman Sachs. The firm delivered record financial performance, announced two strategic acquisitions, added two new independent directors and began to bring our people back together in person. In carrying out its work, our Board met actively throughout 2021, with 78 Board and committee meetings, and for me, as Lead Director, an additional 55 meetings, calls and engagements with the firm and our people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 25% of our shares outstanding.

The firm’s performance in 2021 was extraordinary, with records set across a variety of firmwide and divisional metrics. As a Board, we view these results as a testament to management’s ability to set out a clear strategic direction and execute on it to deliver for our shareholders, supported by the dedication and quality of our people across all levels of the organization, and creating strong momentum for the future. It would be easy in a year such as this to focus solely on these record financial results, but to do so would not be fulfilling our fundamental role as a Board as stewards of our shareholders’ interests. We have also focused on how these results were achieved— as it is through furtherance of our culture and core values, sound risk management and execution of our people strategy that we will create enduring success for our clients and our communities, and long-term sustainable value for our shareholders.

This ethos remained at the core of the work of our Board and its committees in 2021 as we engaged with David Solomon, John Waldron and the broader senior management team on the key drivers and risks relating to the execution of our strategy on a firmwide, divisional and regional level. This included regular updates on the firm’s execution priorities and organizational health, review and approval of the firm’s strategic acquisitions, the tracking of key performance indicators, and a focus on how management is driving continued progress, addressing the inevitable obstacles and planning for the next phase of the firm’s growth strategy.

Strategy, and the execution thereof, will remain top of mind for our Board in the coming year, and as David communicated during his February 2022 strategic update, the firm remains committed to its strategy to operate with a growth mindset, strengthen our businesses over the medium and long term, and produce consistent, durable returns. We believe that the firm is well-positioned to execute on its goals, and as a Board, we will continue to hold management accountable for doing so.

While driving long-term shareholder value remains a top focus, that does not diminish the importance we place on driving value for our other stakeholders as well. Sustainability – which the firm defines through its commitments to advance climate transition and inclusive growth – remained top of mind for us during 2021. Sustainability is not a buzz word for our Board or the firm, but rather encapsulates all that we do for our clients, our communities and ultimately, you, as our shareholders. Whether it be the launch of One Million Black Women, the issuance of the firm’s first sustainability bond, the announcement of a net zero commitment and interim decarbonization targets, or the next phase of corporate engagement programs such as 10,000 Small Businesses, sustainability considerations continue to be central to our Board and committee oversight and discussions.

We also continued to engage with management as the firm makes the necessary investments for continued growth. Importantly, this includes investing not only in our businesses and technology, but in the firm’s people. To this end, we continued our focus on the firm’s people strategy with respect to immediate tasks such as supporting our people through the ongoing pandemic and developing an appropriate return to office strategy. We are also maintaining our focus on fundamental considerations and priorities such as our continued progress around diversity, inclusion and equity, the development of the firm’s “next generation” of leaders and the firm’s broader people strategy goals around attracting and retaining talent, sustaining our culture and broadening our impact. Success in each of these areas, including the strength, depth and diversity of our leadership bench, will be paramount to our long-term success.

 

                                                                                                PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS     iii


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LETTER FROM OUR LEAD DIRECTOR

 

 

In this regard, the highly competitive market for talent was also a key focus during 2021. An important responsibility for our Compensation Committee and Board is putting in place an executive compensation program that appropriately reflects the firm’s pay for performance culture and provides rigorous alignment across our senior leadership team with long-term shareholder value creation. This past year we took two key actions in furtherance of this responsibility. First, we expanded the use of performance-based equity compensation for members of our Management Committee, so that our annual incentive structure is aligned across our most senior leaders. Second, we granted one-time Shareholder Value Creation Awards to David, John and the members of our Management Committee. These awards, which have a five-year performance period and rigorous TSR-based thresholds, are designed to respond to the competitive pressures we face to retain our top talent and ensure continuity in our senior leadership over the next phase of the firm’s growth strategy while also further aligning pay outcomes with long-term shareholder value creation. More information about our 2021 annual compensation decisions as well as the Shareholder Value Creations Awards is included in this Proxy Statement.

In addition, I cannot mention the firm’s leadership team without thanking Stephen Scherr for his outstanding service over his nearly three-decade long career with the firm. Our Board had the opportunity to engage with Stephen for almost a decade, as chief strategy officer, head of the then Consumer & Commercial Banking Division and most recently as Chief Financial Officer. Stephen exemplifies the firm’s core values and made lasting contributions to the firm, not the least of which includes his focus on ensuring a smooth and successful transition to Denis Coleman as Chief Financial Officer. Denis embodies the next generation of the firm’s leadership, and we look forward to working with him in his new role.

As I emphasize to you each year, we continue our regular reviews of our Board composition, as well as our governance processes, to help ensure that our Board has an appropriate and diverse mix and balance of skills and experiences, strong independent leadership, and sound governance processes so that we can effectively carry out our responsibilities, including those described above and elsewhere in this Proxy Statement. To this end, during 2021, we welcomed two new directors to our Board, reviewed our leadership structure, enhanced our annual Board evaluation process and reviewed our various governance policies and practices.

We were pleased to add Jessica Uhl, who recently announced her retirement as CFO of Shell plc, who was elected by shareholders at our 2021 annual meeting and joined our Board in July 2021, and Kimberley Harris, Executive Vice President of Comcast Corporation and Executive Vice President and General Counsel of NBCUniversal, who was appointed to our Board in May 2021. Jessica and Kim have already made strong contributions to our Board and its committees, and we look forward to their continued insights.

Lastly, as part of our Board succession planning, and taking into account feedback received in connection with our Board evaluation process, we have asked Mark Winkelman, who recently turned 75, to stand for re-election at our 2022 Annual Meeting for one additional term. Mark has been an exceptional Chair of our Risk Committee, and we have benefited immensely from his judgment, counsel and depth of expertise.

On behalf of our Board, I am grateful for your ongoing support of our Board and the firm. We value your investment and our ongoing engagement, which informs our work. I look forward to continuing our dialogue in the year to come.

 

LOGO

Adebayo Ogunlesi

Lead Director

 

iv       GOLDMAN SACHS     |   PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


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EXECUTIVE SUMMARY—2022 ANNUAL MEETING INFORMATION

 

 

Executive Summary

This summary highlights information from our Proxy Statement for the 2022 Annual Meeting. You should read the entire Proxy Statement carefully before voting. Please refer to our glossary in Frequently Asked Questions on page  92 for definitions of some of the terms and acronyms we use.

2022 Annual Meeting Information

 

     

DATE, TIME AND PLACE

 

8:30 a.m., New York time            

Thursday, April 28, 2022

 

Goldman Sachs offices located at:

200 West Street

New York, New York

   

RECORD DATE

 

February 28, 2022

ADMISSION

 

Photo identification, proof of vaccination and proof of ownership as of the record date are required to attend the Annual Meeting. Attendees will also be required to follow COVID-19 safety protocols, as described in Frequently Asked Questions.

WEBCAST

 

Our Annual Meeting will also be available through an audio webcast, which will be accessible to the public at www.gs.com/proxymaterials.

For additional information about our Annual Meeting, see Frequently Asked Questions.

Matters to be Voted on at our 2022 Annual Meeting

 

     
     BOARD
RECOMMENDATION  
  PAGE  
     

Item 1. Election of Directors

  FOR each director   9
     

Other Management Proposals

       
     

Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay)

  FOR   67
     

Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2022

  FOR   72
     

Shareholder Proposals

       
     

Item 4. Shareholder Proposal Regarding Charitable Giving Reporting

Requests that we list on our website the recipients of corporate charitable contributions of $5,000 or more, as well as any material limitations or restrictions placed on such contributions

  AGAINST   75
     

Item 5. Shareholder Proposal Regarding a Policy for an Independent Chair

Requests that the Board adopt a policy to require that the chairman of the Board be an independent director

  AGAINST   77
     

Item 6. Shareholder Proposal Regarding a Policy to Ensure Lending and Underwriting do not Contribute to New Fossil Fuel Development

Requests that the Board adopt a policy committing to proactive measures to ensure that the firm’s lending and underwriting activities do not contribute to new fossil fuel development

  AGAINST   79
     

Item 7. Shareholder Proposal Regarding Special Shareholder Meeting Thresholds

Requests that the Board amend the company’s organizational documents to lower the ownership threshold for shareholders to call a special meeting from 25% to 10%

  AGAINST   81

 

        PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS     1


Table of Contents

EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS

 

 

Strategy and Performance Highlights

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

 

Our firm delivered extraordinary performance in 2021, a testament to the strength of our client franchise, the dedication of our people and strong progress across our strategic goals.

2021 Performance—Financial Highlights

 

 

Net Revenues

$59.3 billion

Record full-year net revenues

 

EPS

$59.45

Record full-year EPS

     

 

ROE

23.0%

Highest since 2007

 

 

ROTE(a)

24.3%

Highest since 2009

 

 

Pre-Tax Earnings

$27.0 billion

Record full-year pre-tax earnings

 

 

BVPS Growth

20.4%

Year-over-Year (YoY)

     

Standardized CET1 Capital Ratio

14.2%

 

Efficiency Ratio

53.8%

 

1-Year TSR

47.6%

 

Dividend Yield

    60% increase in the quarterly    

dividend to $2.00 per share

 

 

(a)

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

Key Business Highlights and Delivering on Strategic Objectives

 

 

INVESTMENT BANKING

 

   

GLOBAL MARKETS

 

 

 

Record Net Revenues: $14.9 billion

 

   

 

Net Revenues: $22.1 billion

 

 

 

#1 M&A, #1 Equity and Equity-related(a); #3 Debt

 

Underwriting Wallet Share(b)

 

     

 

Highest net revenues in 12 years

 

 

 

 

 

  Ranked #1 for 2021 in worldwide announced and completed mergers and acquisitions, equity and equity-related offerings, common stock offerings and initial public offerings

 

  $54 billion in Transaction Banking deposits as of 2021 year-end

 

  ~350 basis points of wallet share gain since 2019(d)

 

     

 

  Delivered 15.3% ROE in 2021

 

  Top 3 position with 72 of the top 100 clients(c)

 

  ~250 basis points of wallet share gain since 2019(d)

 

 

 

 
   
       

 

ASSET MANAGEMENT

 

     

CONSUMER & WEALTH MANAGEMENT

 

 

 

Record Net Revenues: $14.9 billion

     

 

Record Net Revenues: $7.5 billion

 

 

 

Record long-term net inflows ($130 billion); Record $2.5 trillion in firmwide assets under supervision (AUS);

 

Record firmwide management and other fees

 

 

 

  Significant progress in disposition of on-balance sheet equity investments (approximately $12 billion in net dispositions since 2019 year-end)

 

  Continued growth in third-party alternatives: $107 billion raised since 2019 across corporate equity, private equity, real estate and multi-asset

 

  Announced acquisition of NN Investment Partners (NNIP)

 

     

 

  Total client assets over $1 trillion as of 2021 year-end(e)

 

  Reached 10+ million customers and $110 billion of deposits in Consumer Banking as of 2021 year-end

 

  Announced acquisition of GreenSky, Inc. (GreenSky)

 

 

 

 

    (a)

Dealogic – January 1, 2021 through December 31, 2021

    (b)

Data based on reported revenues. Total wallet includes GS, MS, JPM, BAC, C, UBS, CS, BARC

    (c)

Sources: Top 100 client list and rankings compiled by GS through Client Ranking/Scorecard/Feedback and/or Coalition Greenwich 1H21 Institutional Client Analytics ranking (data as of first half of 2021)

    (d)

2021 wallet share vs. 2019 wallet share. Data based on reported revenues for Advisory, Equity underwriting and Debt underwriting for Investment Banking and for FICC and Equities for Global Markets. Total wallet includes GS, JPM, C, MS, BAC, UBS, BARC, CS, DB

    (e)

Total client assets includes AUS, brokerage assets and consumer deposits

 

2       GOLDMAN SACHS       |     PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


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EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS

 

 

Strong Progress Against Our Goals

 

 

LOGO

STRATEGIC DIRECTION GROW AND STRENGTHEN EXISTING BUSINESSES DIVERSIFY OUR PRODUCTS AND SERVICES OPERATE MORE EFFICIENTLY JANUARY 2020 INVESTOR DAY TARGETS 2021 PROGRESS Profitability >13% ROE >14% ROTE 23.0% ROE 24.3% ROTE(a) Efficiency & Expenses ~60% efficiency ratio $1.3bn efficiency plan 53.8% efficiency ratio ~$1.0bn expense efficiencies(b) Capital 13-13.5% CET1 ratio 14.2% CET1 ratio

 

  (a)

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

 

  (b)

Annual run-rate expense efficiencies achieved from 2019 year-end to 2021 year-end

Driving Continued Value For Our Shareholders

 

 

LOGO

UPDATED MEDIUM-TERM(a) FIRMWIDE TARGETS ROE 14-16% ROTE 15-17% Efficiency Ratio ~60% 2024 BUSINESS TARGETS ASSET MANAGEMENT & WEALTH MANAGEMENT TRANSACTION BANKING CONSUMER 2020-2024 Organic Traditional Long-Term Net Inflows(b) 2020-2024 Gross Alternatives Fundraising Firmwide Management & Other Fees Alternatives Management Fees of which: Revenues Revenues $350bn $225bn >$10bn >$2bn ~$750mm >$4bn

 

  (a)

Medium-term refers to an approximately three-year time horizon

 

  (b)

Traditional AUS represents fixed income and equity assets

 

                    
   
       

 

Clients are at the center of our firm

 

 

 

Well-positioned to execute given our

unique competitive advantages

 

       
                
   
 

 

 

 

Operating with a growth mindset

 

 

 

Track record of driving returns and

unlocking shareholder value

 

   
                    

 

        PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS     3


Table of Contents

EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS

 

 

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

Highlights of our compensation program, including our Compensation Committee’s 2021 annual compensation decisions for our NEOs, are described below. It is important that you review our CD&A and compensation-related tables in this Proxy Statement for a complete understanding of our compensation program and 2021 annual compensation decisions.

 

Compensation reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term shareholder results

 

 
2021 ANNUAL COMPENSATION (IN MILLIONS)    
     
OUR NEOS  

TOTAL ANNUAL

      COMPENSATION**      

($)

 

YEAR-END
EQUITY-BASED AWARDS    

($)

 

LOGO

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

 

 

David Solomon, Chairman and CEO

 

 

35.00

 

 

23.10 (100% PSUs)

 

John Waldron, President and COO

 

 

33.00

 

 

18.69 (100% PSUs)

 

Stephen Scherr, CFO (Retired)*

 

 

28.00

 

 

15.69 (100% RSUs)

 

Philip Berlinski, Global Treasurer

 

 

17.50

 

 

9.84 (100% PSUs) (New)

 

Kathryn Ruemmler, CLO and General Counsel

 

 

17.50

 

 

9.6 (100% PSUs) (New)

     
*

Mr. Scherr retired as our CFO on December 31, 2021 and received his year-end equity-based awards in RSUs in light of his retirement.

 

**

Salary plus annual variable compensation consisting of cash and year-end equity-based awards.

 

 

2021 ANNUAL COMPENSATION REFLECTS

 

 

Strong financial performance and continued,

strong progress across our strategic goals

 

 

 

Strong individual performance

 

 

LOGO   

 

 

LOGO   

 

LOGO   

 

  

Extraordinary financial performance, with records across a variety of firmwide and divisional metrics

 

Clear financial momentum and strength of our franchise

 

Continued affirmation of our strategic direction and continued, strong progress on our long-term growth strategy

 

 

LOGO   

 

LOGO   

LOGO   

 

  

Exemplary leadership and tone at the top

 

Oversight of the execution of our strategic plan

 

Commitment to our People Strategy, including advancing our culture, diversity and talent development

 

 
2021 ANNUAL MEETING FEEDBACK
 

STAKEHOLDER FEEDBACK AND ~90% SHAREHOLDER SUPPORT FOR SAY ON PAY REFLECTS:

 

   

LOGO

CONTINUED SUPPORT FOR

  

LOGO   

 

Improved alignment between January 2020 Investor Day key performance indicators (KPIs) and Performance Assessment Framework

 

   LOGO     

Increase in allocation of NEO PSU awards (further increased for 2021 to provide 100% PSUs to Management Committee)

 

 

   LOGO     

Changes to PSU Peer group

 

 

   LOGO      1MDB compensation reductions
        

 

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Table of Contents

EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS

 

 

SHAREHOLDER VALUE CREATION AWARDS

 

   

As previously announced, the non-employee members of our Board, upon the recommendation of our independent Compensation Committee, granted Shareholder Value Creation (SVC) Awards to Messrs. Solomon and Waldron in October 2021 and more broadly to members of our Management Committee, including Mr. Berlinski and Ms. Ruemmler, in January 2022.

 

   

SVC Awards address three key objectives and align the incentive structure across our most senior leaders.

 

LOGO     

Align compensation with rigorous performance thresholds that drive long-term shareholder value creation

 

»  Even at maximum payout, awards represent ~55 basis points of the total shareholder value that would be created by achieving the TSR goals

  LOGO     

Ensure leadership continuity over the next 5+ years in the next phase of our growth strategy

 

»  The Board believes that senior management’s leadership and vision will continue to be critical in driving the firm’s progress

  LOGO     

Enhance retention in response to the increasing competition for talent in the current environment

 

»  Recent experience shows significant opportunities for our senior leadership in less traditional sectors of the financial industry

1 2 3

 

   

These awards are designed to directly tie longer-term pay outcomes to shareholder value creation in a balanced manner that does not encourage imprudent risk taking.

 

     

 

100% performance-based stock award  

 

 

 

5-year performance period with rigorous

absolute and relative TSR thresholds

 

 

 

Relative TSR peer group consists of U.S.

Peers only

 

   

Our Lead Director and Compensation Committee Chair engaged with shareholders representing approximately 19% of Common Stock outstanding to discuss and solicit feedback regarding the rigorous award terms.

 

   

SVC Awards are not part of 2021 annual compensation and will not be awarded on a regularly recurring basis. For more information, see Compensation Matters—Compensation Discussion and Analysis—Shareholder Value Creation Awards—A More Detailed Look.

 

 

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Table of Contents

EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS

 

KEY FACTS ABOUT OUR BOARD

 

Corporate Governance Highlights (see Corporate Governance, beginning on page 8)

 

 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.

 

 

KEY BOARD STATISTICS

 

       
     

 

DIRECTOR NOMINEES

 

  

 

INDEPENDENCE OF NOMINEES     

 

  

 

2021 MEETINGS

 

       

Board

 

  

13

 

  

11 of 13     

 

  

22(a)

 

       

Audit

 

  

5

 

  

All     

 

  

18

 

       

Compensation

 

  

5

 

  

All     

 

  

10

 

       

Governance

 

  

11

 

  

All     

 

  

8

 

       

Public Responsibilities

 

  

4

 

  

All     

 

  

5

 

       

Risk

 

  

7

 

  

6     

 

  

15

 

(a) Includes three meetings of the Board’s 1MDB Remediation Special Committee as well as two meetings of special transaction-related committees created by the Board in connection with the Board’s discussion and approval of the firm’s acquisitions of NNIP and GreenSky.

 

 

 

FREQUENT ENGAGEMENT THROUGHOUT 2021

 

78 Total Board and Committee
Meetings

 

24 Director Sessions without
Management Present

 

 

Over 180 Engagements by Lead
Director and Committee Chairs with
Others Outside of Formal Board Meetings

 

 

 

DIVERSITY OF NOMINEES ENHANCES BOARD PERFORMANCE

 

 

 

38%

 

   

 

7.3 Years

 

   

 

64

 

   

 

62%

 

   

 

23%

 

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

 

 

EMPOWERED LEAD DIRECTOR WITH EXPANSIVE LIST OF ENUMERATED DUTIES

 

Key Pillars of Lead Director Role

 

     

  SETS AND APPROVES

  AGENDA FOR BOARD

  MEETINGS AND LEADS

  EXECUTIVE SESSIONS

 

FOCUSES ON BOARD

EFFECTIVENESS,

COMPOSITION AND

CONDUCTING EVALUATIONS

 

ACTS AS PRIMARY

BOARD CONTACT

FOR SHAREHOLDER

ENGAGEMENT AND

ENGAGES WITH

REGULATORS

 

SERVES AS LIAISON

BETWEEN INDEPENDENT

DIRECTORS AND CHAIRMAN/

MANAGEMENT

For more information on our Board’s leadership structure, see page 22.

 

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Table of Contents

EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS

 

DIRECTOR NOMINEES

 

 

DIRECTOR NOMINEES

 

 

     
 NAME/AGE/DIRECTOR SINCE   OCCUPATION/
CAREER HIGHLIGHTS
  QUALIFICATIONS/KEY EXPERIENCE   EEO-1 DATA(a)

 

  LOGO

 

David Solomon, 60

Chairman & CEO

October 2018

  Chairman & CEO
The Goldman Sachs
Group, Inc.
 

  Engaged and motivating leader; embodies firm culture

   Strategic thinker; deep business and industry expertise

  Primary face of our firm

  White (M)

 

  LOGO

 

Adebayo Ogunlesi, 68*

Independent Lead Director;

Chair, Governance

October 2012

  Chairman & Managing
Partner
Global Infrastructure
Partners
 

  Strong leader; financial services industry (globally)

   International business and global capital markets

   Corporate governance

  Black (M)

 

  LOGO

 

Michele Burns, 64*

Chair, Compensation

October 2011

 

Retired

(Chairman & CEO,
Mercer LLC; CFO
of each of Marsh &
McLennan, Mirant
Corp. & Delta Air
Lines, Inc.)

 

  Leadership, compensation, governance and risk expertise

  Human capital management and strategic consulting

  Accounting and the review and preparation of financial statements

  White (F)

 

  LOGO

 

Drew Faust, 74*

July 2018

 

Professor, Harvard
University

(Retired, President,
Harvard University)

 

  Human capital and diversity

   Leadership and governance

  Operations and sustainability

  White (F)

 

  LOGO

 

Mark Flaherty, 62*

December 2014

 

Retired

(Vice Chairman,
Wellington
Management
Company)

 

  Investment management

   Perspective on institutional investors’ approach to company performance and corporate governance

   Risk expertise

  White (M)

 

  LOGO

 

Kimberley Harris, 51*

May 2021

  EVP and General
Counsel,
NBCUniversal; EVP
Comcast Corporation
 

  Cross-disciplinary legal experience

   Government and regulatory affairs

  Public policy and reputational risk management

  Multiracial:
Black, White (F)

 

  LOGO

 

Ellen Kullman, 66*

Chair, Public Responsibilities

December 2016

  President & CEO,
Carbon, Inc. (Retired,
Chairman & CEO, E.I.
du Pont de Nemours
and Company)
 

  Leadership and strategy

   Corporate governance and compensation

  Focus on reputational risk and sustainability/ESG matters

  White (F)

 

  LOGO

 

Lakshmi Mittal, 71*

June 2008

  Executive Chairman
ArcelorMittal
 

  Leadership, business development and operations

   International business and growth markets

  Corporate governance and international governance

  Asian (M)

 

  LOGO

 

Peter Oppenheimer, 59*

Chair, Audit

March 2014

 

Retired

(Senior Vice President
and CFO, Apple, Inc.)

 

  Capital and risk management

  Review and preparation of financial statements

  Oversight of technology and technology risks

  White (M)

 

  LOGO

 

Jan Tighe, 59*

December 2018

 

Retired

(Vice Admiral, United
States Navy)

 

  Technology and technology risk

   Strategic planning and operations

  Leadership and governance

  White (F)

 

  LOGO

 

Jessica Uhl, 54*

July 2021

  CFO, Shell plc
(retiring March 31,
2022)
 

  Financial management and the review and preparation of financial statements

   Complex risk management

  Leadership, operations and sustainability

  White (F)

 

  LOGO

 

David Viniar, 66**

January 2013

 

Retired

(CFO, The
Goldman Sachs
Group, Inc.)

 

  Financial services industry, in particular risk management and regulatory affairs

   Insight into our firm’s financial reporting, controls and risk management

  Capital management processes and assessments

  White (M)

 

  LOGO

 

Mark Winkelman, 75*

Chair, Risk

December 2014

  Private investor  

  Firm knowledge; deep risk expertise

  Audit and financial expertise, corporate governance and leadership

   Financial services industry

  White (M)

 

*

Independent; ** Non-Employee

 

(a)

Equal Employment Opportunity (EEO-1) categories, as self-identified.

 

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Table of Contents

CORPORATE GOVERNANCE—CORPORATE GOVERNANCE BEST PRACTICES

 

 

Corporate Governance

Corporate Governance Best Practices

 

    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

 

    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 2021)

 

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

 

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

 

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

 

    Directors may contact any employee of our firm directly, and our Board and its Committees may engage independent advisors at their sole discretion
    Annual elections of all directors
(i.e., no staggered board)

 

    Proxy access right for shareholders, which right was adopted proactively after engagement with shareholders. In addition, shareholders are welcome to continue to recommend director 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 share retention and 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
 

 

 

LOGO              LOGO

BOARD EFFECTIVENESS WORKING DYNAMICS Candid discussions Open access to management & information Focus on reputation BOARD COMPOSITION Broad range of skills & experiences Independence Diversity Regular refreshment BOARD STRUCTURE Strong Lead Director role 5 standing Committees All Independent Directors on Governance Committee GOVERNANCE PRACTICES Candid self-evaluation Oversight of CEO/ management performance with assessment framework Board/management succession planning YEAR-ROUND ENGAGEMENT Broad range of stakeholders Proactive outreach Responsiveness to areas of focus 2021 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 Strategic priorities/goals Risk management Culture & conduct Sustainability FEEDBACK PROVIDED Stakeholder feedback informs Board/Committee discussions and decisions ACTIVE ENGAGEMENT

 

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Table of Contents

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 13 director nominees.

 

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

 

 

Item 1. Election of Directors

 

OUR DIRECTORS

Updates About Our Board

Our Board welcomed two new independent directors during 2021. Jessica Uhl was elected by shareholders at our 2021 Annual Meeting and joined our Board and our Audit, Governance and Risk Committees on July 1, 2021, and Kimberley Harris was appointed to our Board and our Compensation, Governance and Public Responsibilities Committees on May 24, 2021. Ms. Harris was recommended to our Lead Director and to our Governance Committee by a non-executive employee and our independent director search firm. Both Ms. Uhl and Ms. Harris bring to the Board and its Committees significant experience as described in their biographies below, and we look forward to their continued contributions.

In addition, as part of our ongoing Board succession planning and after conducting the requisite review pursuant to our Corporate Governance Guidelines, which provide that a director will typically retire at the annual meeting following his or her 75th birthday, our Board has asked Mark Winkelman, who recently turned 75, to stand for re-election at our 2022 Annual Meeting for one additional term, and to continue to serve as the Chair of our Risk Committee. In particular, this review took into account the strong individual feedback that Mr. Winkelman received in connection with our annual Board evaluation process, including his exceptional service as Chair of our Risk Committee.

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

Board of Directors’ Qualifications and Experience

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

 

 

CORE QUALIFICATIONS AND EXPERIENCES: ALL DIRECTORS

 

 

Integrity & business judgment

   Demonstrated management/leadership ability
 

 

Strategic thinking

   Leadership & expertise in their respective fields
 

 

Involvement in educational, charitable or community organizations

  

 

Extensive experience across public, private or not-for-profit sectors

 

 

Financial literacy

   Reputational focus

 

DIVERSITY OF SKILLS AND EXPERIENCES

   

Risk Management

  All directors   Complex/regulated industries  

 

All directors            

 

International experience/

established & growth markets

  12 directors
   

Public company/

corporate governance

  9 directors   Sustainability/ESG   8 directors  

Human capital management, including diversity/talent development

  7 directors
   

Technology/cyber threat

  5 directors   Financial services industry   5 directors  

Audit/tax/accounting/ preparation of financial statements

  4 directors

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

Further to those skills and experiences highlighted above, our directors possess a broad range of additional skills and experiences, including with respect to compliance, financial products, operations and large organization oversight, capital adequacy and deployment, design and evaluation of executive and firmwide compensation programs, succession planning, public policy, government and regulatory affairs, academia, philanthropy and the military.

 

 

 

  Diversity is an important factor in our consideration       

  of directors for nomination     

 

                                  
       

 

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.

 

 

            

 

6 WOMEN

 

 

 

 

   

 

 

2 BLACK

 

 

 
   

 

 

 

1 INDIAN DESCENT

 

 

 
   

 

       1 CAREER MILITARY       

SERVICE

 

 
   

 

 

3 NON-U.S. OR DUAL

CITIZENS

 

 
     
 

(a)  As self-identified, and, where applicable, EEO-1 categories

 

     

Director Tenure: A Balance of Experience

Our nominees have an average tenure of approximately 6.4 years and a median tenure of approximately 7.3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.

 

 

LOGO

No. of Nominees <5 YEARS 5 NOMINEES 5-10 YEARS 6 NOMINEES 10+ YEARS 2 NOMINEES 7.3 years median tenure Years of Experience 0 1 2 3 4 5 6

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

 

 

  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 service 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 contributes to the diversity of our Board;

 

Shareholder feedback, including the support received at our 2021 Annual Meeting of Shareholders; and

 

Outside board and other affiliations, including overboarding considerations, 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, all of whom are currently members of our Board, will serve for a one-year term expiring at our 2023 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

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

 

   

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

 

   

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

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

Biographical information about our director nominees follows. This information is current as of February 28, 2022 and has been confirmed by each of our director nominees for inclusion in our Proxy Statement. There are no family relationships among any of our director nominees and executive officers.

 

        PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS     11


Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

 

 

 

LOGO

 

David Solomon, 60

 

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, he leverages firm-specific and industry knowledge to lead the firm and its people, develops the firm’s strategy, embodies the tone at the top and helps 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, he 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

 

     Chair, Board of Trustees, Hamilton College

    Member, Board of Directors, Robin Hood Foundation

     Member, Executive Committee, Partnership for New York City

    Member, Board of Trustees, NewYork-Presbyterian Hospital

 

EDUCATION

 

     Graduate of Hamilton College

 

 

 

 

 

LOGO

 

Adebayo Ogunlesi, 68  

 

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

 

 

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

                                     
 

LOGO

 

Michele Burns, 64     

 

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)

 

 

 

 

                                     
 

LOGO

 

Drew Faust, 74           

 

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.)

 

 

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

 

 

 

LOGO

 

Mark Flaherty, 62          

 

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

 

 

 

 

 

LOGO

 

Kimberley Harris, 51    

 

Independent

 

 

Director Since: May 2021

 

GS Committees

 

     Governance

    Compensation

     Public Responsibilities

 

Other U.S.-Listed Company
Directorships

 

   Current: None

     Former (Past 5 Years): None

 

     

KEY EXPERIENCE AND QUALIFICATIONS    

   
          
     

 

    Cross-disciplinary legal experience: A leader in the legal field with a differentiated perspective garnered from working at a global law firm, the U.S. Department of Justice, the White House, and as Executive Vice President of Comcast Corporation and General Counsel at NBCUniversal, where she is responsible for providing legal advice to senior management and overseeing legal function across all NBCUniversal divisions

    Government and regulatory affairs: Experience managing complex governmental and regulatory matters, including in the White House Counsel’s office as well as overseeing global government affairs for NBCUniversal and international government and regulatory affairs for Comcast, supporting the company’s businesses worldwide

   Public policy and reputational risk management: Experience both in the public and private sectors advising on complex issues of public policy and reputational sensitivity

 

 
     
       
      

   

 

CAREER HIGHLIGHTS

 

   Comcast Corporation, a global media and technology company

»   Executive Vice President, Comcast Corporation (2019 – Present)

 

»   Executive Vice President and General Counsel, NBCUniversal (2013 – Present)

   Davis Polk & Wardwell LLP, a global law firm

»   Partner (2012 – 2013, 2007 – 2009)

 

»   Counsel (2006 – 2007); Associate (1997 – 2006)

   United States Government

»   White House Counsel’s Office, Principal Deputy Counsel and Deputy Assistant to the President (2011 – 2012)

 

»   White House Counsel’s Office, Associate Counsel and Special Assistant to the President (2010)

 

»   U.S. Department of Justice, Criminal Division, Senior Counsel to the Assistant Attorney General (2009 – 2010)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

 

     Member, Board of Directors, Advocates for Children of New York City

    Member, Board of Directors, Brennan Center for Justice at New York University School of Law

    Member, Advisory Board, Yale Law School Center for the Study of Corporate Law

     Member, Board of Trustees, Mount Sinai Health System

 

EDUCATION

 

     Graduate of Harvard College and Yale Law School

 

 

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

 

 

 

LOGO

 

Ellen Kullman, 66         

 

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: In her role as Chair and CEO of DuPont, a highly regulated science and technology-based company with global operations, she led the company through a period of strategic transformation and growth. As CEO of Carbon, she has 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

 

 

 

 

 

LOGO

 

Lakshmi Mittal, 71        

 

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 over 60 countries and an industrial footprint in 16 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

 

 
       

 

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

 

 

 

LOGO

 

Peter Oppenheimer, 59 

 

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

 

 

 

 

 

 

 

 

LOGO


Jan Tighe, 59                 

 

Independent

 

 

Director Since: December 2018

 

GS Committees

 

     Audit

    Governance

     Risk

 

Other U.S.-Listed Company
Directorships

 

    Current: Huntsman
Corporation; The Progressive
Corporation; IronNet, Inc.

     Former (Past 5 Years): None

 

     

KEY EXPERIENCE AND QUALIFICATIONS    

   
          
     

 

    Technology and technology risk: More than 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 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 who 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

     Directorship Certified and Governance Fellow, National Association of Corporate Directors

 

EDUCATION

 

     Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.)

 

 

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

OUR DIRECTORS

 

 

 

 

 

LOGO

 

 

Jessica Uhl, 54               

 

Independent

 

 

Director Since: July 2021

 

GS Committees

 

    Audit

     Governance

    Risk

 

Other U.S.-Listed Company Directorships

 

    Current: Shell plc
(retiring March 31, 2022)

     Former (Past 5 Years): None

     

KEY EXPERIENCE AND QUALIFICATIONS    

   
          
     

 

    Financial management and the review and preparation of financial statements: Leverages global finance experience, including from her role as CFO of 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

 

    Shell plc, an international energy company

»   Chief Financial Officer (March 2017 – retiring March 31, 2022)

 

»   Executive Vice President, Finance, Integrated Gas (2016 – March 2017)

 

»   Executive Vice President, Finance, Upstream Americas (2014 – 2015)

 

»   Vice President, Finance, Unconventionals (2013 – 2014)

 

»   Vice President, Controller, Upstream and Projects and Technology (2010 – 2012)

 

»   Vice President, Finance, Shell Lubricants (2009 – 2010)

 

»   Head of External Reporting (2007 – 2009)

 

»   Vice President, Business Development, Shell Renewables, Hydrogen & CO2 (2005 – 2006)

 

»   Finance Manager, Shell Solar (2004 – 2005)

 

OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT

 

     Member, Finance and Tax Working Group (CFO Task Force), European Roundtable for Industry

 

     Member, Main Committee, The 100 Group

 

     Member, CFO Network, World Business Council for Sustainable Development (WBCSD)

 

EDUCATION

 

    Graduate of the University of California, Berkeley and INSEAD

 

 

 

 

 

 

LOGO

 

David Viniar, 66              

 

Non-Employee

 

 

Director Since: January 2013

 

GS Committees

 

    Risk

 

Other U.S.-Listed Company Directorships

 

   Current: Block, Inc.

    Former (Past 5 Years): None

     

KEY EXPERIENCE AND QUALIFICATIONS    

   
          
     

 

    Financial services industry, in particular risk management and regulatory affairs: With 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 Block, Inc., he 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

 

 

 

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Table of Contents

CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS

 

INDEPENDENCE OF DIRECTORS

 

 

 

 

LOGO

 

Mark Winkelman, 75    

 

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 and a deep 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

 

 

 

INDEPENDENCE OF DIRECTORS

 

    

11 of 13 director nominees are independent     

  
     
 

 

Our Board determined, upon the recommendation of our Governance Committee, that Ms. Burns, Dr. Faust, Mr. Flaherty, Ms. Harris, Ms. Kullman, Mr. Mittal, Mr. Ogunlesi, Mr. Oppenheimer, Vice Admiral Tighe, Ms. Uhl and Mr. Winkelman are “independent” within the meaning of NYSE rules and our Policy Regarding Director Independence (Director Independence Policy). Furthermore, our Board has determined that all of our independent directors satisfy the heightened audit committee independence standards under SEC and NYSE rules and that Compensation Committee members 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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Table of Contents

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:    5 Members:    11 Members:    4 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 met three times in 2021 and reports periodically to the Board concerning its activities.

 

 

     AUDIT

 

 

            

 

     ALL INDEPENDENT

     

 

KEY SKILLS & EXPERIENCES
REPRESENTED

  

 

KEY RESPONSIBILITIES

      LOGO

 

 

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

 

*

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

 

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Table of Contents

CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES

 

OUR BOARD COMMITTEES

 

 

COMPENSATION

 

 

     ALL INDEPENDENT

     

 

KEY SKILLS & EXPERIENCES
REPRESENTED

  

 

KEY RESPONSIBILITIES

     LOGO

 

 

Michele Burns

Drew Faust

Kimberley Harris

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

     LOGO

 

 

Adebayo Ogunlesi

Michele Burns

Drew Faust

Mark Flaherty

Kimberley Harris

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

     LOGO

 

 

Ellen Kullman

Drew Faust

Kimberley Harris

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

      LOGO

 

 

Mark Winkelman

Michele Burns

Mark Flaherty

Peter Oppenheimer  

Jan Tighe

Jessica Uhl

 

David Viniar

 

Adebayo Ogunlesi (ex-officio)

 

 

   Understanding of how risk is undertaken, mitigated and controlled in complex industries

    Technology and cybersecurity

    Understanding of financial products

   Expertise in capital adequacy and deployment

  

   Assist our Board in its oversight of our firm’s overall risk-taking tolerance and management of financial and operational risks, such as market, credit and liquidity risk, including reviewing and discussing with management:

»   our firm’s capital plan, regulatory capital ratios, capital management policy and internal capital adequacy assessment process, and the effectiveness of our financial and operational risk management policies and controls;

»   our liquidity risk metrics, management, funding strategies and controls, and the contingency funding plan; and

»   our market, credit, operational (including information security and cybersecurity), climate and model risk management strategies, policies and controls

 

20       GOLDMAN SACHS       |     PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


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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 conducts an annual self-evaluation.

 

 

LOGO

2021 Evaluations: A Multi-Step Process REVIEW OF EVALUATION PROCESS Our Lead Director and Governance Committee periodically review the evaluation process so that actionable feedback is solicited on the operation of our Board and its Committees, as well as on director performance QUESTIONNAIRE Provides director feedback on an unattributed basis; feedback from questionnaire informs one-on-one and closed session discussions (format enhanced in 2021 to help further elicit feedback on Board/Committee performance) ONE-ON-ONE DISCUSSIONS Each director interviewed by Secretary to the Board to provide feedback on director performance, the results of which are relayed to our Lead Director (added in 2021 to help further elicit individual director feedback). Our Lead Director then has one-on-one discussions with each director, which provides an opportunity for candid discussion regarding individual feedback and an additional forum to solicit further 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 Lead Director (in that role) Chairman of the Board (in that role) Each Committee Chair (in that role) BOARD AND COMMITTEE OPERATIONS Board and Committee membership, including director skills, background, expertise and diversity Committee structure, including whether the Committee structure enhances Board and Committee performance Access to firm personnel Executive succession planning process Conduct of meetings, including frequency of, time and effectiveness of closed sessions allocated for, and encouragement of candid dialogue, Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for educational sessions Shareholder feedback BOARD PERFORMANCE Oversight of reputation Key areas of focus for the Board 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

 

 

LOGO

 

 

POLICIES

& PRACTICES TO

ENSURE STRONG

INDEPENDENT

BOARD OVERSIGHT

 

 

LOGO

 

 

 

SHAREHOLDER

FEEDBACK &

VOTING RESULTS

REGARDING BOARD

LEADERSHIP

 

 

LOGO

 

FIRM

PERFORMANCE

 

 

LOGO

 

TRENDS &

DEVELOPMENTS REGARDING

LEADERSHIP

STRUCTURE

                                      

In December 2021, our Governance Committee conducted its annual review of our Board’s leadership structure. The review considered a variety of factors, including our governance practices and shareholder feedback on our Board and its leadership structure. In addition, our Governance Committee considers 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 ongoing effects of the COVID-19 pandemic); the same is important during this time of continued strategic development as well as the execution of our strategic plans and investment for long-term growth, including in connection with the integration of recent acquisitions.

 

 

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, the majority of whom 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, executive compensation and succession planning

 

  All directors free to contact any employee of our 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 expansive list of enumerated duties, extensive engagement with shareholders and the insight into our Board 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 2021, 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

 

 

 

LOGO

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 5 NEW DIRECTOR NOMINEES IN LAST FIVE YEARS MEDIAN NOMINEE TENURE OF 7.3 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 (including Ms. Uhl and Ms. Harris during 2021) typically meet with senior leaders covering each of our revenue-producing divisions and regions, as well as with senior leaders from key control, finance and operating functions. New directors also participate in orientation sessions covering the responsibilities and key areas of focus of each of the Board’s Committees.

Additional training is also provided when a director assumes a leadership role, such as becoming a Committee Chair.

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

 

 COMMITMENT OF OUR BOARD

Commitment of our Directors—2021 Meetings

Our Board and its Committees met frequently in 2021.

 

     

 

2021    

   MEETINGS       

 

   

 

 

 

Board

 

 

  

 

 

22(a)    

 

 

  LOGO

 

 

 

78 TOTAL BOARD AND COMMITTEE MEETINGS IN 2021

 

 

 

 

 

 

Audit

 

 

  

 

18    

 

 

 

 

 

Compensation

 

 

  

 

10    

 

 

 

 

 

Governance

 

 

  

 

8    

 

 

 

 

 

Public Responsibilities

 

 

  

 

5    

 

 

 

 

 

Risk

 

 

  

 

15    

 

 

 

 

 

Executive Sessions of Independent Directors without Management(b)

 

 

  

 

6    

 

 

 

 

 

Additional Executive Sessions of Non-Employee Directors without Management(c)

 

 

  

 

18    

 

 

 

  (a)

Includes three meetings of the Board’s 1MDB Remediation Special Committee as well as two meetings of special transaction-related committees created by the Board in connection with the Board’s discussion and approval of the firm’s acquisitions of NNIP and GreenSky.

 

 

  (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 2021. Overall attendance at Board and Committee meetings during 2021 was over 98% for our directors as a group.

We encourage our directors to attend our annual meetings. All of our directors then in office attended the 2021 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 and review 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 his or her 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 2021:

 

        

 

LEAD DIRECTOR

Adebayo Ogunlesi

 

       LOGO       

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 55MEETINGS

       
        

 

 

COMMITTEE CHAIRS

Audit – Peter Oppenheimer

Compensation – Michele Burns

Public Responsibilities – Ellen Kullman

Risk – Mark Winkelman

 

 

 

  

 

 

OVER 125 MEETINGS

       
       

 

26       GOLDMAN SACHS       |     PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


Table of Contents

CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

 

KEY AREAS OF BOARD OVERSIGHT

 

Board Oversight of our Firm

 

KEY AREAS OF BOARD OVERSIGHT

Our Board is responsible for, and committed to, the oversight of the business and affairs of our firm. In carrying out this responsibility, our Board, working with and through its Committees, as applicable, discusses and receives regular updates on a wide variety of matters affecting our firm.

Our reputation is a core consideration, as is a focus on the firm’s culture, as our Board advises senior management to help drive success for our clients and our communities in order to create long-term, sustainable value for our shareholders.

 

 

 

LOGO    

CONSIDERATION OF OUR REPUTATION UNDERSCORES OUR BOARD AND COMMITTEE OVERSIGHT

STRATEGY CEO PERFORMANCE FINANCIAL PERFORMANCE & REPORTING CONDUCT PEOPLE STRATEGY RISK MANAGEMENT EXECUTIVE SUCCESSION PLANNING CULTURE & CORE VALUES SUSTAINABILITY

 

 

 

 

 

LOGO

  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, including through discussions with independent directors during executive sessions, as needed.

 

 

        

 

 

   Throughout 2021, 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 Investor Day in January 2020.

 

        

 

 

»  This took various forms, ranging from high-level discussions regarding strategic direction, reviews of existing and new business initiatives and progress on the KPIs that underpin our medium-term financial targets and inform consideration of our performance pursuant to the Compensation Committee’s Performance Assessment Framework, as well as organic and inorganic growth opportunities.

 

»  The Board’s 2021 review and approval of the firm’s acquisitions of NNIP and GreenSky is an example of the Board’s year-round engagement with senior management and the control side on the firm’s strategy and resulted from the ongoing discussion and consideration of organic and inorganic opportunities to advance the firm’s strategic goals.

 

»  Discussions are focused on the quality and diversity of our people as well as alignment with our goal of long-term value creation for our shareholders and underscored by considerations such as risk management, culture and reputation.

 

        

      

 

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

 

 

        

 

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CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

 

KEY AREAS OF BOARD OVERSIGHT

 

 

 

LOGO

  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.

 

 
   

 

 

BOARD RISK MANAGEMENT OVERSIGHT INCLUDES:

 

  Strategic and financial considerations

 

  Legal, regulatory, reputational and compliance risks

 

  Other financial and non-financial risks considered by Committees

   

 

  LOGO

 

   
           
   

 

 

RISK COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

 

  Overall risk-taking tolerance and risk governance, including our Enterprise Risk Management Framework

 

  Our Risk Appetite Statement (in coordination with our full Board)

 

  Liquidity, market, credit, capital, operational, model and climate risks

 

  Our Capital Plan, capital ratios and capital adequacy

 

  Information and cybersecurity risk, third-party risk and business resilience risk, including oversight of management’s processes, monitoring and controls related thereto (such as at least annual presentations and additional updates as needed)

   
           
   

 

 

PUBLIC RESPONSIBILITIES COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

 

  Reputational risk and constituent impact, including client and business standards considerations, as well as the receipt of reports from the Firmwide Reputational Risk Committee regarding certain transactions that may present heightened reputational risk

 

  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

 

  People strategy (in coordination with our full Board and other Committees)

   
           
   

 

 

AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

 

  Financial, legal and compliance risk, in coordination with our full Board

 

  Coordination with our Risk Committee, including with respect to technology-related risks, risk assessment and risk management practices

 

   

 

 

GOVERNANCE COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:

 

  Board composition and refreshment

 

  Board leadership succession and executive succession

   
   

 

Ongoing 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. For more information, see our website at www.gs.com/repriskenhancements.

 

 

 

REPUTATIONAL RISK MANAGEMENT

 

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Table of Contents

CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

 

KEY AREAS OF BOARD OVERSIGHT

 

CEO PERFORMANCE

      

LOGO

                                                                                                                                                     
         

 

  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 and the CEO’s evaluation under our 360° Review Process, as described further in Compensation MattersCompensation 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 as well as through mid-year discussions with the Compensation Committee on progress pursuant to the Performance Assessment Framework.

 

 

 

EXECUTIVE SUCCESSION PLANNING

      

LOGO

                                                                                                                                                     
         

 

   Succession planning is a priority for our Governance Committee, which worked with Mr. Solomon to put in place an appropriate emergency succession protocol and will continue to work with him on the development and ongoing refinement of our longer-term succession plan.

 

 

   Our Governance Committee has long utilized a framework relating to executive succession planning under which the Committee has defined specific criteria for, and responsibilities of, each of the CEO, COO and CFO roles. The Committee then focuses on the particular skill set needed to succeed in these roles at our firm both on a long-term and an emergency basis.

 

 

   Executive succession planning takes many forms, including Governance Committee reviews of long-term and emergency succession plans with our CEO, regular closed sessions with the Board and our CEO throughout the year, one-on-one

discussions between our Lead Director and CEO, and additional discussions among our independent directors, including at executive sessions, as may be appropriate. 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.

 

 

          LOGO      

 

 

» As a result of these processes, in September 2021, we announced that Denis Coleman would succeed Mr. Scherr as CFO, beginning January 2022, and that Mr. Berlinski would become Global Treasurer, beginning October 2021.

 

  

 

Interaction with senior management in a variety of settings, including Board meetings and preparatory meetings, during visits to our offices around the world and at client-related events Executive succession planning reviewed by our Governance Committee with our CEO; ongoing assessment of senior management for potential executive positions DEVELOPING THE FIRM'S NEXT GENERATION OF LEADERS Monitoring of senior management careers to ensure appropriate exposure to our Board and our business Additional engagement on broader leadership pipeline for key roles across the firm

 

FINANCIAL PERFORMANCE & REPORTING

      

LOGO

                                                                                                                                                     
         

 

   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 at each regularly scheduled meeting (and additionally as needed), which update provides critical information to the Board and its Committees that assists them in carrying out their responsibilities.

 

   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 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2022).

 

 

        PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS     29


Table of Contents

CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

 

KEY AREAS OF BOARD OVERSIGHT

 

CULTURE & CORE VALUES

 

LOGO

                                                                                                                                                     
         

 

    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

 

LOGO

                                                                                                                                                              
      

 

    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.

 

 
       

 

During 2021, our Board approved amendments to revise and relaunch the firm’s Code of Business Conduct and Ethics (available on our website at www.gs.com) aimed at reinforcing our Core Values and emphasizing 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.

 

   
    

 

 

Sustainability

 

LOGO

                                                                                                                                                     
         

 

    Given the interdisciplinary nature of the oversight of sustainability, including the priorities of climate transition and inclusive growth, and the financial and nonfinancial risk related to these activities, including climate-related risks, the Board carries out its oversight of these matters directly, at the full Board level, as well as through its Committees.

 

    This may include periodic updates on the firm’s sustainability strategy, including the firm’s approach, objectives and progress, discussions regarding the climate models the firm utilizes to assess physical and transition risks and reviews of our sustainability- and climate-related reporting as well as presentations on initiatives such as One Million Black Women.

 

    For additional information regarding our commitment to sustainability, see Spotlight on Sustainability.

 

 

 

 

30       GOLDMAN SACHS       |     PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


Table of Contents

CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM

 

KEY AREAS OF BOARD OVERSIGHT

 

 

PEOPLE STRATEGY

 

LOGO

                                                                                                                                                     
         

 

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

 

  Our Board and Committees engage with management on all aspects of our People Strategy, which includes attracting talent, sustaining our culture and broadening our impact, and is informed by regular surveys of our people.

 

  One key element of our People Strategy is diversity, equity and inclusion. A steadfast focus on these matters remains imperative for our firm. To this end, our Board has provided oversight as management has enhanced its commitments in these areas over the last several years, such as initiatives aimed at increasing the representation of diverse communities at all levels across the firm, enhanced parenting and family leave policies and reinvigorated inclusion networks, while sustaining our existing programs.

 

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

 

  Consistent with our commitments to provide enhanced accountability, during 2021 we published our inaugural People Strategy Report (available at www.gs.com), which provides tangible indicators of our progress on our people-related goals, including expanded EEO-1 disclosure. Our next People Strategy Report will be issued later this year.

 

 

 

 

LOGO

 

Goldman Sachs’ Report on Review of Arbitration Program: In response to a shareholder proposal submitted in connection with our 2021 Annual Meeting, as well as shareholder feedback received in connection with the proposal, the firm last year undertook a review of its employee arbitration program. In December 2021, our Board issued a report on this review, available at www.gs.com/corpgov.

 

LOGO

 

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Table of Contents

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 our shareholders. Discussions on corporate governance matters are often part of a broader dialogue covering corporate strategy, business performance, risk oversight and other key themes.

 

~75

Firms Met

During Sustainability Bond Roadshow;            

more than 50% had an ESG focus

 

    

40+

Fixed Income

Investors Engaged

Across group meetings with CFO,

Treasurer, and Business Leaders during

2021

 

    

~135

Total Equity Investors Met

Across all group and 1:1 engagements        

 

 

            

 

 

 

  >25%    

 

  

 

Common Stock Outstanding Engaged

Lead Director and/or Chair of Compensation Committee

engagement with shareholders during 2021

 

 

Top

200

Shareholder Outreach

Ahead of Annual Meeting

 

   

 

65+  

 

  

 

Total Meetings

With Rating Agencies

 

    

>35%

Common Stock

Outstanding Engaged

IR engagement with shareholders

during 2021

 

 

 

~60  

 

  

 

1:1 Investor Meetings

With C-Suite

 

During 2021, engagement with corporate governance stakeholders covered a variety of topics, including board governance, executive compensation and succession planning as well as business performance, strategic priorities and goals, firm culture and people strategy, risk management, sustainable finance and climate risk, COVID-19 response, efforts with respect to racial equity and regulatory outlook.

 

32       GOLDMAN SACHS       |     PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


Table of Contents

SPOTLIGHT ON SUSTAINABILITY

 

 

Spotlight on Sustainability

Our Approach To Sustainability

Sustainability is core to what we do—it helps guide our everyday work with our clients, our emphasis on supporting our people and our broader strategic direction. Our priorities in this area underscore two broad themes—climate transition and inclusive growth—that represent our view of the imperative and the opportunity that continues to develop across sectors.

One way we are expressing this commitment is through our announced target of $750 billion in sustainable financing, investing and advisory activity by 2030. After two years, we are ahead of pace, with approximately $300 billion of sustainable finance activity, including $167 billion in climate transition, $50 billion in inclusive growth and the remainder in multiple themes.

 

LOGO

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

Our efforts are grounded in a commercial, One Goldman Sachs focus that is integrated throughout our businesses and draws upon external partnerships and engagements that complement our work. In addition to building out and delivering capabilities in each of our segments, by engaging with clients to understand the variety of needs and opportunities they face, we are best able to deliver the firm’s expertise and capabilities by mobilizing across our businesses, deepening our client relationships and accelerating progress and impact.

 

CLIMATE TRANSITION

 

 

As a financial institution, we believe the most meaningful role we can play in the global climate transition is to drive decarbonization in the real economy, in partnership with our clients. To that end, in 2021 we published an updated Task Force on Climate-related Financial Disclosures (TCFD) report, Accelerating Transition, which includes a roadmap for how we aim to deliver on our long-term commitment to align our financing activities with a net zero by 2050 pathway. We are a member of the UN Principles for Responsible Banking and the Net Zero Banking Alliance.

 

 

We are also focused on where we can have a tangible impact today. This includes (1) our work with clients to drive decarbonization in the real economy and drive progress towards net-zero goals; (2) how we engage partners and broader stakeholders; and (3) how we manage climate-related risks for our firm.

 

 

Near-Term Goals: In our 2021 TCFD report, we set new interim targets in sectors where we see opportunities to partner with clients to drive decarbonization in the real economy.

 

    »   The initial set of physical intensity GHG emissions targets for 2030 cover three sectors: Oil & Gas, Power and Auto Manufacturing.

 

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

 

 

Engagement

 

    »   Building on our longstanding leadership in the area of data reporting, including having been the first bank to report under the Sustainability Accounting Standards Board (SASB) and publishing our first TCFD report in 2020, we are now encouraging our clients to provide similar reporting. We are helping to facilitate this by working with corporate partners to develop a free, open-source platform for climate-related data and to equip our clients with new impact-measuring tools, such as our Carbon Portfolio Analytics in Marquee.

 

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Table of Contents

SPOTLIGHT ON SUSTAINABILITY

 

 

    »   In September 2021, we announced the launch of the Climate Innovation Fund to support sustainable low-carbon economic development with a focus on South and Southeast Asia to increase the pace, scale and ambition of climate solutions and contribute to the clean energy transition. The Fund’s initial $25 million in philanthropic funding from Bloomberg Philanthropies and Goldman Sachs, to be managed by the Asian Development Bank, has the potential to unlock up to $500 million in private sector and governmental investments in critical solutions to accelerate technologies and markets for a net-zero future.

 

 

Climate Risk: We also enhanced our disclosures in our 2021 TCFD report with further details of our climate risk management scenario models and how our methods for embedding these considerations into business practices and business selection.

 

INCLUSIVE GROWTH

 

 

Partnership and engagement is paramount in our inclusive growth work which includes both commercial solutions and philanthropic programming.

 

 

Through our recently announced One Million Black Women (OMBW) initiative the firm will invest $10 billion in investment capital and commit $100 million in philanthropic capital to narrow opportunity gaps for at least one million Black women in the U.S. at key moments in their lives—from birth to school, career to retirement, home ownership, and everything in between. Working closely with our partners, since the program’s launch, OMBW has hosted more than 50 listening sessions and engaged with nearly 20,000 Black women and girls to seek feedback. In response to this feedback, OMBW launched two new programs in February 2022:

 

    »   OMBW Black in Business is a 12-week business education program designed specifically for Black women entrepreneurs who are eager to turn their business potential into business growth. Building on over a decade of impact through 10,000 Small Businesses, OMBW Black in Business will provide Black women sole proprietors with business education, advisory services and a powerful network of like-minded entrepreneurs.

 

    »   OMBW Black Women Impact Grants will provide general operating, multi-year funding to 50 Black women led, community based not-for-profits. Grant sizes will range from $50,000 to $250,000 over two years, and specific eligibility requirements apply. We seek to support Black women led not-for-profits who serve Black women and girls through their programs, and align with one or more of the OMBW pillars: Healthcare, Job Creation and Workforce Advancement, Education, Housing, Digital Connectivity, Financial Health and Access to Capital.

Following on our 2021 TCFD report, our annual Sustainability Report (which will be available later this year at www.gs.com/sustainability-report) will provide a more in-depth review on our firmwide efforts relating to inclusive growth, including our commercial work and organizational goals as well as programs such as 10,000 Small Businesses, 10,000 Women and OMBW.

None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC.

 

34       GOLDMAN SACHS       |     PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

2021 ANNUAL 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 2021 NEOs are:

 

LOGO

 

David Solomon

 

Chairman and CEO

  

LOGO

 

John Waldron

 

President and COO

  

LOGO

 

Stephen Scherr

 

CFO (Retired)*

  

LOGO

 

Philip Berlinski

 

Global Treasurer

  

LOGO

 

Kathryn Ruemmler

 

CLO and General Counsel

 

*

Mr. Scherr retired as CFO on December 31, 2021

 

2021 ANNUAL NEO COMPENSATION DETERMINATIONS

The following table shows our Compensation Committee’s determinations regarding our NEOs’ 2021 annual compensation as well as 2020 annual compensation information for those who were also NEOs for 2020.

In setting 2021 annual compensation, our Compensation Committee determined that 2020 annual compensation—before any 1MDB-related reductions applicable to our Executive Leadership Team—was the appropriate baseline to consider, viewing such amounts as reflective of the firm’s 2020 operating performance and of each individual’s performance during that year.

This table is different from the SEC-required 2021 Summary Compensation Table on page 57. Dollar amounts in the following table are shown in millions.

 

             
     YEAR    

TOTAL ANNUAL
  COMPENSATION  

($)(a)

    SALARY  
($)
  ANNUAL VARIABLE
COMPENSATION ($)
       

EQUITY-BASED

AWARDS

 
 

 

  CASH  

   

 

  PSUS  

   

 

  RSUS(c)  

   

 

% OF ANNUAL
VARIABLE
COMP

   

 

% OF
TOTAL

 
   

 EXECUTIVE LEADERSHIP TEAM

 

             
                   

David Solomon

Chairman and CEO

  2021   35.00   2.00     9.90       23.10                 70       66  
 

2020

 

27.50/17.50(b)

 

2.00

 

 

4.65

 

 

 

10.85

 

 

 

 

   

 

 

 

70

 

 

 

62

 

John Waldron

President and COO

 

2021

 

33.00

 

1.85

 

 

12.46

 

 

 

18.69

 

 

 

 

   

 

 

 

60

 

 

 

57

 

 

2020

 

25.50/18.50(b)

 

1.85

 

 

6.66

 

 

 

9.99

 

 

 

 

     

 

60

 

 

 

54

 

                   

Stephen Scherr

CFO (Retired)

  2021   28.00   1.85     10.46             15.69           60       56  
 

2020

 

22.50/15.50(b)

 

1.85

 

 

5.46

 

 

 

8.19

 

 

 

 

   

 

 

 

60

 

 

 

53

 

                   

 OTHER NEOS

 

                   
                   

Philip Berlinski

Global Treasurer

  2021   17.50   1.11(d)     6.56       9.84                 60       56  
                   

Kathryn Ruemmler

CLO and General Counsel

  2021   17.50   1.50     6.40       9.60                 60       55  

 

 

(a)

2021 total annual compensation does not include the value of SVC Awards because they are not part of annual compensation. For more information on these one-time, performance-based stock awards, see —Shareholder Value Creation Awards—A More Detailed Look.

 

(b)

These amounts reflect 2020 compensation before and after the Board’s determination related to 1MDB, which reduced 2020 compensation by $10 million for Mr. Solomon and by $7 million for each of Messrs. Waldron and Scherr.

 

(c)

In light of his retirement as CFO on December 31, 2021, Mr. Scherr received his 2021 equity-based annual variable compensation in the form of RSUs.

 

(d)

Reflects Mr. Berlinski’s effective salary for 2021, which amount takes into account his annualized salary increase to $1.5 million, effective as of September 20, 2021, in connection with his appointment to the Management Committee.

 

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Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

SHAREHOLDER VALUE CREATION AWARDS

 

SHAREHOLDER VALUE CREATION AWARDS

As previously announced, the non-employee members of our Board, upon the recommendation of our independent Compensation Committee, granted Shareholder Value Creation (SVC) Awards to Messrs. Solomon and Waldron in October 2021 and more broadly to members of our Management Committee, including Mr. Berlinski and Ms. Ruemmler, in January 2022.

SVC Awards address three key objectives and align the incentive structure across our most senior leaders.

 

LOGO     

Align compensation with rigorous performance thresholds that drive long-term shareholder value creation

 

»  Even at maximum payout, awards represent ~55 basis points of the total shareholder value that would be created by achieving the TSR goals

  LOGO     

Ensure leadership continuity over the next 5+ years in the next phase of our growth strategy

 

»  The Board believes that senior management’s leadership and vision will continue to be critical in driving the firm’s progress

  LOGO     

Enhance retention in response to the increasing competition for talent in the current environment

 

»  Recent experience shows significant opportunities for our senior leadership in less traditional sectors of the financial industry

1 2 3

SVC Awards are not part of 2021 annual compensation and will not be awarded on a regularly recurring basis.

For more information on the SVC Awards, including key terms, see—Shareholder Value Creation Awards—A More Detailed Look.

 

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

 

 

OUR COMPENSATION PRINCIPLES  

 

FIRMWIDE  

PERFORMANCE  

 

 

INDIVIDUAL  

PERFORMANCE  

 

 

MARKET FOR  

TALENT  

 

 

STAKEHOLDER  

  FEEDBACK

 

CRO INPUT  

AND RISK  

MANAGEMENT  

 

 

REGULATORY   CONSIDERATIONS  

 

INDEPENDENT  

COMPENSATION  

CONSULTANT  

                  

 

Importance of Informed Judgment

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

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

 

   

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

 

 

  »  

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

 

 

  »  

As an example, during Spring 2020, the Board was able to utilize its judgment without being constrained by a formulaic plan to hold 2020 compensation for our CEO flat year-over-year, despite the firm’s strong performance and before applying the 1MDB-related reduction.

 

 

   

Performance-Based Pay Provides Alignment. While annual compensation decisions are based on our Compensation Committee’s informed judgment and use of structured discretion, the amounts ultimately realized by our continuing NEOs (who received 100% of equity-based pay in PSUs) are subject to ongoing performance metrics and tied to the firm’s longer-term stock price (settlement of PSUs and Shares at Risk delivered in respect of PSUs).

 

 

36       GOLDMAN SACHS       |     PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS        


Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

 

 

LOGO

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).

 

 

LOGO

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

  

NEW: People Scorecard. In 2021,

we introduced a “People Scorecard” to enhance the consideration of leadership, culture and values under the Framework. The People Scorecard is designed to strengthen our culture of accountability and support the firm’s people strategy and the achievement of our strategic goals as well as to assist in evaluating manager effectiveness across the metrics described below.

 

 

  »  

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

 

  »  

The Framework aligns performance metrics and goals across our most senior leaders and provides a structure to help 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 has continued to evolve, as appropriate, to help ensure this purpose is served.

 

 

In February 2021, the Committee adopted financial metrics, which aligned with the goals announced at our January 2020 Investor Day, as well as non-financial factors, each as described below, that informed the 2021 compensation decisions for our NEOs.

 

 

The assessment of firmwide performance takes into account a number of factors:

 

  »  

2021 financial performance, focused on the key metrics set forth in the Framework, both on an absolute basis as well as relative to our Peers.

 

  »  

Progress towards achieving the firm’s strategic objectives announced at our January 2020 Investor Day, through a review of a dashboard of key performance indicators.

 

  »  

Non-financial factors that underpin how our financial results are achieved and support appropriate investment in the firm’s future.

 

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Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

 

 
OVERVIEW OF PERFORMANCE ASSESSMENT FRAMEWORK
   
 

 

  FINANCIAL PERFORMANCE   HOW THE RESULTS ARE ACHIEVED/INVESTMENT IN THE FUTURE
       
        CLIENTS   RISK MANAGEMENT   PEOPLE
       

LOGO

 

 

 

 

 

   ROE

   ROTE

    Efficiency ratio

    TSR

    BVPS growth

   Pre-tax earnings

   Net revenue

    EPS

    Strategic priorities and KPIs to assess progress towards 2020 Investor Day goals:

»   Grow and strengthen existing businesses

»   Diversify our products and services

»   Operate more efficiently

 

   Cross-divisional strategy/ collaboration in support of One Goldman Sachs

    Strength of client feedback

   Broaden share of addressable market

 

   Reputation

    Compliance

    Standing with regulators

   Governance and controls

   Operational risk loss events

    Risk violations/exceptions

   360° feedback on risk management, firm reputation and compliance

   Capital and liquidity

 

    Core values

    Compliance and conduct matters

   Diversity, equity & inclusion (e.g., hiring and representation)

   Attrition

    Leadership pipeline

    Strategic location headcount and hiring

FIRMWIDE

 

LOGO

 

INDIVIDUAL PERFORMANCE

 An assessment of each NEO’s individual performance and achievements is critical to our Compensation Committee’s decision-making process, including how each of our NEOs helped to contribute to firmwide performance based on the criteria set forth in the Performance Assessment Framework and other factors, in each case as applicable dependent on each NEO’s role.

 

»  To enhance consideration of individual performance under the Framework for our Executive Leadership Team, each of the CEO, COO and CFO participates in a self-assessment of their performance under the Framework, facilitated by the Global Head of HCM.

     LOGO

360° REVIEW PROCESS

 

 

Each of our NEOs is also evaluated under our 360° Review Process, which includes confidential input from employees, including those who are senior to (other than for our CEO), peers of and junior to the employee being reviewed. Through the 360° Review Process, our NEOs’ performance is assessed across a variety of factors, including risk management and firm reputation, control-side empowerment, judgment, compliance with firm policies, culture contributions, diversity and inclusion, and client focus.

 

 

Our CEO: Under the direction of our Lead Director, our Governance Committee evaluated the performance of Mr. Solomon, including consideration of 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 Messrs. Waldron’s and Scherr’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. Messrs. Solomon and Waldron also discussed with the Compensation 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, they submitted variable compensation recommendations to the Compensation Committee for our NEOs, but did not make recommendations about their own compensation.

 

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Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

 

 

LOGO

MARKET FOR TALENT

 

 

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

 

  »  

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

 

 

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

 

  »  

The Committee performs this evaluation with information and assistance from our HCM division and the Committee’s independent compensation consultant, Meridian.

 

  »  

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

 

 

In addition, the Compensation Committee (and other Board Committees as may be applicable in the context of their respective oversight) also receives and considers information on non-executive employee compensation, including information on aggregate compensation, attrition and retention by division. The Compensation Committee reviews and approves annually the equity award terms, including deferral levels, for equity-based awards granted to employees at all levels across the firm. Consistent with our Compensation Principles, employees at certain compensation thresholds receive a portion of their compensation in the form of equity-based awards, which increases as compensation increases, in order to help support employee share ownership and align employee interests with those of long-term shareholders.

 

OUR PEERS
   
U.S. PEERS    EUROPEAN PEERS
   

BANK OF AMERICA CORPORATION

 

CITIGROUP, INC.

 

JPMORGAN CHASE & CO.

 

MORGAN STANLEY

 

THE BANK OF NEW YORK MELLON CORPORATION*

 

WELLS FARGO & COMPANY*

  

 

BARCLAYS PLC

 

CREDIT SUISSE GROUP AG

 

DEUTSCHE BANK AG

 

UBS GROUP AG

 

*

Added beginning for 2020 year-end compensation

 

        PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS   |   GOLDMAN SACHS     39


Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

 

 

LOGO

STAKEHOLDER FEEDBACK

 

   

2021 Say on Pay Results. Our 2021 Say on Pay vote received the support of approximately 90% of our shareholders. The Committee viewed this outcome as an indication of our shareholders’ positive reaction to our compensation program.

 

   

Stakeholder Engagement. Engagement has been and continues to be a priority for our Board and management. To this end, we engage extensively with our stakeholders each year and the feedback received continues to inform our Board and Compensation Committee actions. For example, in 2021 we (including, in certain cases, our Lead Director and/or our Compensation Committee Chair) met with shareholders representing more than 35% of Common Stock outstanding to discuss compensation-related matters and other areas of focus.

 

   

Board Responsiveness. Stakeholder feedback received over the last several years continues to inform our Board and Compensation Committee actions. To this end, the Committee discussed and evaluated feedback received, including the positive 2021 Say on Pay vote, in setting the form, structure and amount of 2021 compensation, and continued our commitment to various best practices (such as robust risk balancing features), generally maintaining the form and structure of our compensation program while further increasing the amount of performance-based pay (as described below).

 

IN RESPONSE TO STAKEHOLDER FEEDBACK

 

We have recently made a number of enhancements to our compensation program and restated our commitments to certain best practices, including further increasing the amount of performance-based pay granted for 2021 annual compensation

   

STAKEHOLDER FEEDBACK

             

COMPENSATION COMMITTEE ACTION

   

 

LOGO

    LOGO      Undertook Peer group analysis and expanded Peer group with two additional U.S. Peers for PSUs and compensation benchmarking
    LOGO     

Relative metrics in SVC Awards based on U.S. Peers only

   

 

LOGO

 

 

 

LOGO

 

  

Continually increased portion of deferral in PSUs. For 2021, all NEOs (other than Mr. Scherr, who received RSUs in light of his retirement), and our Management Committee, received 100% of deferral in PSUs

   

LOGO

    LOGO      100% of equity for continuing NEOs granted as PSUs, which are subject to ongoing performance conditions
    LOGO      Granted rigorous SVC Awards to CEO and COO; taking into account shareholder feedback, in January 2022 also granted SVC Awards to the Management Committee, our senior leaders who have the greatest ability to influence long-term shareholder returns
   

 

LOGO

 

 

 

 

LOGO

 

 

  

 

Continued use of risk-adjusted metrics, transfer restrictions, retention requirements and recapture provisions

   
LOGO  

 

 

 

LOGO

 

 

   Continued to enhance Performance Assessment Framework. In 2020, added a dashboard for the Compensation Committee to assess progress against key strategic goals and in 2021 added a People Scorecard to enhance consideration of leadership, culture and values
 

 

 

 

LOGO

 

 

   Expanded proxy disclosure regarding Committee’s use of informed judgment and structured discretion on pay decisions
    LOGO      Eliminated ability for Compensation Committee to make certain discretionary adjustments to ROE in year-end PSUs; ROE based on as reported metrics
   

 

LOGO

 

 

 

 

 

LOGO

 

 

  

 

Continued commitment to engagement by Lead Director and Compensation Committee Chair

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

 

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Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS

 

 

LOGO

CRO INPUT & RISK MANAGEMENT

 

 

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

 

 

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

 

  »  

This assessment, which is also reviewed by our independent compensation consultant, is focused on whether our program is consistent with regulatory guidance providing that financial services firms should ensure that variable compensation does not encourage imprudent risk-taking.

 

  »  

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

 

     

Compensation considered based on Risk-Adjusted Metrics, such as net revenues and ROE (which are reflected in our Performance Assessment Framework)

 

Significant portion of pay in Equity-Based 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

 

 

LOGO

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.

 

 

LOGO

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 2021, our Compensation Committee received the advice of a compensation consultant from Meridian (formerly of FW Cook). Meridian provided input on our Performance Assessment Framework, our incentive compensation program structure and terms and other compensation matters generally as well as the SVC Awards. In addition, they reviewed our CRO’s compensation-related risk assessment, provided input and advice on the structure and amount of our 2021 NEO annual compensation program, such as with respect to market context and expectations for Peer compensation, and provided additional benchmarking information to the Committee.

 

 

Our Compensation Committee determined that Meridian (and previously, 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.

 

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Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

OVERVIEW OF ANNUAL COMPENSATION ELEMENTS AND KEY PAY PRACTICES

 

OVERVIEW OF ANNUAL COMPENSATION ELEMENTS AND KEY PAY PRACTICES

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

 

   PAY ELEMENT   CHARACTERISTICS   PURPOSE   2020 COMPENSATION
   BASE SALARY   Annual fixed cash compensation   Provides our executives with a predictable level of income that is competitive to salary at our Peers   For 2021, NEOs received the following annual base salaries: $2.0 million for our CEO, $1.85 million for our COO and CFO and $1.5 million for our other NEOs (such annualized salary rate effective as of September 20, 2021 for Mr. Berlinski, upon his appointment to the Management Committee)
   ANNUAL VARIABLE    COMPENSATION(a)    Cash   Motivates and rewards achievement of company performance, strategic and operational objectives   In 2021, 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 their annual variable compensation in the form of equity-based compensation

   CEO and COO: 100% PSUs

   Other NEOs: New. 100% PSUs

   CFO (Retired): 100% RSUs. In light of his retirement, Mr. Scherr received his 2021 equity-based compensation in 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 PMDs. SVC Awards were not part of 2021 annual compensation. For more information on these one-time, performance-based stock awards, see —Shareholder Value Creation Awards—A More Detailed Look.

 

 

LOGO

What We Do Engage proactively with shareholders and other stakeholders Review and carefully consider stakeholder feedback in structuring and determining executive compensation Grant equity-based awards subject to ongoing performance metrics as a significant portion of annual variable compensation for continuing NEOs, as well as our Management Committee Align pay with firmwide performance, including through use of PSUs Utilize Performance Assessment Framework to assess performance through financial and non-financial metrics (e.g., clients, risk management and people-related metrics) Exercise informed judgment responsive to the dynamic nature of our business, including consideration of appropriate risk-based and other metrics within the context of our Performance Assessment Framework Apply significant shareholding requirements through: Stock Ownership Guidelines for Executive Leadership Team Retention Requirements for Management Committee (including NEOs) Shares at Risk for PMDs and managing directors (including NEOs) Maintain robust recapture provisions in our variable compensation award agreements Provide for annual assessment by our CRO of our compensation program to ensure it does not encourage imprudent risk-taking Utilize independent compensation consultant What We Don't Do No employment agreements providing for severance pay with our executive officers (including our NEOs) No golden parachutes No guaranteed bonus arrangements with our executive officers No tax gross-ups for our executive officers, except in connection with international assignments and relocations No repricing of underwater stock options No excessive perquisites No ongoing service-based pension benefit accruals for executive officers No hedging transactions or short sales of our common stock permitted for any executive officer

 

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Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

2021 ANNUAL COMPENSATION

 

2021 ANNUAL COMPENSATION

Our Compensation Committee made its annual compensation determinations for our NEOs in the context of our Compensation Principles, which encompass a pay-for-performance philosophy, and after consideration of the factors set forth in —How our Compensation Committee Makes its Decisions.

 

Compensation reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term shareholder results

In setting 2021 annual compensation, our Compensation Committee determined that 2020 annual compensation—before any 1MDB-related reductions applicable to our Executive Leadership Team—was the appropriate baseline to consider, viewing such amounts as reflective of the firm’s 2020 operating performance and of each individual’s performance during that year.

 

 

2021 ANNUAL COMPENSATION REFLECTS

 

 

Strong financial performance and continued, strong
progress across our strategic goals

 

 

 

Strong individual performance

 

 

 

LOGO   

 

LOGO   

 

LOGO   

 

  

 

Extraordinary financial performance, with records
across a variety of firmwide and divisional metrics

 

Clear financial momentum and strength of our
franchise

 

Continued affirmation of our strategic direction
and continued, strong progress on our long-term
growth strategy

 

 

 

LOGO   

 

LOGO   

LOGO   

 

  

 

Exemplary leadership and tone at the top

 

Oversight of the execution of our of strategic plan

 

Commitment to our People Strategy, including
advancing our culture, diversity and talent
development

2021 Firmwide Performance: Strong Financial Performance and Continued, Strong Progress Across Our Strategic Goals

Our Compensation Committee places key importance on the assessment of annual firmwide performance when determining NEO compensation, which is core to our pay-for-performance philosophy.

 

   

Performance is assessed in a holistic manner, and was guided by our Performance Assessment Framework (using metrics determined by our Compensation Committee in February 2021), without ascribing specific weight to any single factor or metric, as we continue to believe that a formulaic compensation program would not be in the best interests of our firm.

 

   

In considering financial performance for 2021, the Committee received absolute and relative financial metrics and took into account the records set across a variety of firmwide and divisional metrics as well as the context of the broader operating environment, including the sustainability of certain market and other conditions.

 

   

In addition, the Committee also considered how 2021 results were achieved, including how the firm continued to invest in its future, and how each NEO and each division contributed to the various client, risk management, and people scorecard-related strategies and goals set forth in the Framework, including as described in —2021 Individual Performance.

Execution of the firm’s long-term growth strategy as articulated at our January 2020 Investor Day was also central to our Compensation Committee decisions for 2021 compensation.

 

   

Our NEOs, and in particular our Executive Leadership Team, drove execution of our strategic plan throughout 2021 and made continued, strong progress towards our January 2020 Investor Day goals and strategic objectives, including through the announced acquisitions of NNIP and GreenSky. Pursuant to the Performance Assessment Framework, the Committee considered progress towards achieving our strategic goals in 2021 by reviewing a dashboard of progress across various KPIs.

 

  »  

These actions are expected to set the firm on a path to more durable revenues over time, drive continued financial momentum and demonstrate our commitment to making the necessary investments to drive long-term, sustainable growth for our shareholders.

 

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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

2021 ANNUAL COMPENSATION

 

   

Each of our NEOs also focused on the continued implementation of an operating approach that delivers One Goldman Sachs to our clients, is underscored by a multi-year financial-planning process, invests in new and existing businesses and enhances accountability and transparency.

The Committee continues to focus on ensuring that the structure and amount of our NEO compensation appropriately incentivizes our NEOs to continue to build long-term, sustainable growth and to achieve our financial targets, without undue emphasis on shorter-term results.

 

   

For example, each of our NEOs receives at least 60% of his or her variable compensation in equity-based awards that promotes alignment with long-term shareholder interests.

 

   

Further, equity-based awards for our Management Committee, including for our continuing NEOs, are in the form of PSUs, resulting in a significant portion of compensation for our most senior leaders being subject to ongoing performance metrics.

 

Spotlight on 2021 U.S. Peer CEO Compensation

 

   

Peer comparability is an important factor in assessing our pay-for-performance alignment.

 

   

The chart below provides additional information on our pay-for-performance alignment in the context of available 2021 annual CEO pay determinations and annual ROE for our U.S. Peers.

 

 

LOGO

2021 ROE 2021 CEO Annual Compensation(a) 23.0% 18.6% 15.0% 12.2% 12.0% 11.5% 8.9% $35.0 $34.5 $35.0 $32.0 $24.5 $22.5 $15.2 $0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 GS JPM MS BAC WFC C BK 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0%

 

  (a)

Annual compensation includes base salary, cash bonus paid and deferred cash/equity-based awards granted, in each case for 2021 performance, as reported in SEC filings.

 

 

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Table of Contents

COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS

 

2021 ANNUAL COMPENSATION

 

   

ASSESSMENT OF 2021 FIRMWIDE PERFORMANCE

 

    
         

FINANCIAL PERFORMANCE

 

ROE

 

23.0%

( LOGO 11.9 pp YoY)

 

ROTE(a)

 

24.3%

( LOGO 12.5 pp YoY)

 

Net Revenues

 

$59.3 billion

( LOGO 33% YoY)

 

EPS

 

$59.45

( LOGO 140% YoY)

         
 

 

 

Pre-Tax Earnings

 

$27.0 billion

( LOGO 117% YoY)

 

Efficiency Ratio

 

53.8%

( LOGO 11.2 pp YoY)

 

1-Year TSR

 

47.6%

( LOGO 30.1 pp YoY)

 

BVPS Growth

 

20.4% YoY

 

 

 

 

  Record full-year net revenues, net earnings, pre-tax earnings and EPS. Highest ROE since 2007 and highest ROTE since 2009

 

  Record firmwide AUS

 

  #1 in announced and completed M&A; #1 in equity and equity-related offerings (Dealogic)

 

  Record net revenues in Investment Banking, Asset Management and Consumer & Wealth Management; highest Global Markets net revenues in 12 years

   

PROGRESS ACROSS OUR STRATEGIC GOALS

 

    
   
GROW AND STRENGTHEN EXISTING BUSINESSES  

  Grew wallet share in Global Markets and Investment Banking(b); continued expansion of client footprint in Investment Banking

 

  Increased firmwide AUS by $325 billion in 2021, including record long-term net inflows of $130 billion

 

  Announced acquisition of NNIP

   

DIVERSIFY

OUR

PRODUCTS

AND SERVICES

 

  Continued building Transaction Banking capabilities, with $54 billion in deposits at 2021 year-end and launch of four new partnerships

 

  Continued to scale Consumer & Wealth Management capabilities, including growth in consumer deposits and loans, integration of GS Personal Financial Management and the launch of new products and partnerships

 

  Announced acquisition of GreenSky

   

OPERATE

MORE

EFFICIENTLY

 

  Remain on track to generate $1.3 billion in run-rate expense efficiencies over the medium-term; achieved approximately $1.0 billion of our medium-term plan through 2021

 

  Diversified funding mix; increased deposits by $104 billion year-over-year, reflecting an increase across channels

 

  Executed the Goldman Sachs Bank USA acquisition of Goldman Sachs Bank Europe, which expanded activities under the U.S. bank chain

 

  Continued to expand presence in strategic locations and make ongoing investments in automation and infrastructure

 

(a)

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

 

(b)

2021 wallet share vs. 2019 wallet share. Data based on reported revenues for Advisory, Equity underwriting and Debt underwriting for Investment Banking and for FICC and Equities for Global Markets. Total wallet includes GS, JPM, C, MS, BAC, UBS, BARC, CS, DB.

2021 Individual Performance

 

   

The Committee assesses how each NEO’s individual performance (highlights of which are set forth below) contributed to the firm’s overall performance, including execution of our long-term strategy and driving our financial momentum, as well as how each NEO exhibited exemplary leadership and set the tone at the top in the stewardship of our culture and Core Values.

 

   

The Committee also considers the metrics and factors described in our Performance Assessment Framework (e.g., clients, risk management and people-related metrics), including the self-assessments by each of the CEO, COO and CFO, and other factors, in each case as applicable dependent on each NEO’s role.