DEF 14A of Goldman Sachs Group Inc, Mar 15, 2024

DEF 14A of Goldman Sachs Group Inc

Filed Mar 15, 2024 · FY20230001193125-24-068743

Open on EDGAR

  1. Corporate Governance Best Practices

    | ∎ | 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 |

  2. Item 1. Election of Directors

    Item 1. Election of Directors

  3. Item 1. Election of Directors

    | Our Directors |

  4. Our Nominees(a)

    Our Nominees(a)

  5. Our Nominees(a)

    | 4 Women | 1 Black | 1 Indian Descent | 1 Career Military Service | 1 Non-U.S. or Dual Citizens |

  6. Our Nominees(a)

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

  7. Comprehensive Re-Nomination Process

    Comprehensive Re-Nomination Process

  8. Comprehensive Re-Nomination Process

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

  9. Comprehensive Re-Nomination Process

    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:

  10. Comprehensive Re-Nomination Process

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

  11. Comprehensive Re-Nomination Process

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

  12. Comprehensive Re-Nomination Process

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

  13. Comprehensive Re-Nomination Process

    | ∎ | Independence; |

  14. Comprehensive Re-Nomination Process

    | ∎ | The extent to which the director contributes to the diversity of our Board; |

  15. Comprehensive Re-Nomination Process

    | ∎ | Shareholder feedback, including the support received at our 2023 Annual Meeting of Shareholders; and |

  16. Comprehensive Re-Nomination Process

    | ∎ | Outside board and other affiliations, including overboarding considerations, time commitments and any actual or perceived conflicts of interest. |

  17. Comprehensive Re-Nomination Process

    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, each of whom is currently a member of our Board, will serve for a one-year term expiring at our 2025 Annual Meeting of Shareholders. Each director will hold office until their successor has been elected and qualified, or until the director’s earlier resignation or removal. All of our directors must be elected by a majority vote of our shareholders. Pursuant to our By-Laws:

  18. Comprehensive Re-Nomination Process

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

  19. Comprehensive Re-Nomination Process

    | ∎ | 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. |

  20. Comprehensive Re-Nomination Process

    For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see Frequently Asked Questions. Biographical information about our director nominees follows. This information is current as of March 1, 2024 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.

  21. Comprehensive Re-Nomination Process

    | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 11 |

  22. Comprehensive Re-Nomination Process

    | David Solomon, 62 Chairman and CEO Director Since: October 2018 Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None | Key Experience and Qualifications | | | ∎ Experienced leader across range of our businesses: With nearly 25 years of leadership experience at our firm, he develops the firm’s strategy, embodies our Core Values and commitment to client service and leverages firm-specific and industry knowledge to lead the firm and its people, including helping to protect and enhance our firm’s culture and through his commitment to talent development and the diversity of our workforce ∎ Deep business, operational and industry expertise: Leverages deep familiarity with all aspects of the firm’s businesses, including from his experience as President and COO, 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 as a primary face of our firm: Committed to engaging with our clients and other 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 |

  23. Comprehensive Re-Nomination Process

    | David Viniar, 68 Independent Lead Director* Director Since: January 2013 GS Committees* ∎ Governance (Chair) ∎ Ex-officio member: » Audit » Compensation » Public Responsibilities » Risk Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): Square, Inc. | Key Experience and Qualifications | | | ∎ Strong financial industry leader: With over 10 years of service on our Board, including as Chair of the Risk Committee, as well as service as the former lead independent director and chair of the audit and risk committee of Square, Inc. (a global technology company), he provides valuable perspective to our Board and is well positioned to lead our Board as Independent Lead Director ∎ Deep financial acumen and risk and regulatory expertise: Able to provide insights about our firm’s risks to our Board and committees and, where necessary, to challenge management with respect thereto ∎ Leadership and governance: Well-respected industry leader with experience with stakeholder engagement as well as experience serving as lead director of Square, Inc. | | | 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 |

  24. Comprehensive Re-Nomination Process

    | * Effective April 24, 2024 |

  25. Comprehensive Re-Nomination Process

    | 12 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |

  26. Comprehensive Re-Nomination Process

    | Michele Burns, 66 Independent Director Since: October 2011 GS Committees ∎ Compensation ∎ Governance ∎ Public Responsibilities Other U.S.-Listed Company Directorships ∎ Current: Anheuser-Busch InBev; Etsy, Inc. ∎ Former (Past 5 Years): Cisco Systems, Inc. Subsidiary Boards ∎ Goldman Sachs International | Key Experience and Qualifications | | | ∎ Compensation, governance and risk experience: 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), a center focused 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) |

  27. Comprehensive Re-Nomination Process

    | Mark Flaherty, 64 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 | | | ∎ Leadership in investment management industry: 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 |

  28. Comprehensive Re-Nomination Process

    | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 13 |

  29. Comprehensive Re-Nomination Process

    | Kimberley Harris, 53 Independent Director Since: May 2021 GS Committees ∎ Compensation (Chair) ∎ Governance ∎ 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 and judgment garnered from working at a global law firm, the U.S. Department of Justice, the White House and as Executive Vice President of Comcast Corporation and General Counsel at NBCUniversal, where she is responsible for providing legal advice to senior management and overseeing legal function across all NBCUniversal divisions ∎ Government and regulatory affairs: Experience managing complex governmental and regulatory matters, including in the White House Counsel’s office, as well as overseeing global government affairs for NBCUniversal and international government and regulatory affairs for Comcast, supporting the company’s businesses worldwide ∎ Public policy and reputational risk management: Experience both in the public and private sectors advising senior leaders on complex issues of public policy and reputational sensitivity | | | Career Highlights ∎ Comcast Corporation, a global media and technology company » Executive Vice President, Comcast Corporation (2019 – Present) » Executive Vice President and General Counsel, NBCUniversal (2013 – Present) ∎ Davis Polk & Wardwell LLP, a global law firm » Partner (2012 – 2013, 2007 – 2009); Counsel (2006 – 2007); Associate (1997 – 2006) ∎ United States Government » White House Counsel’s Office, Principal Deputy Counsel and Deputy Assistant to the President (2011 – 2012); Associate Counsel and Special Assistant to the President (2010) » U.S. Department of Justice, Criminal Division, Senior Counsel to the Assistant Attorney General (2009 – 2010) Other Professional Experience and Community Involvement ∎ Member, Board of Directors, Advocates for Children of New York City ∎ Co-Chair, Board of Directors, Brennan Center for Justice at New York University School of Law ∎ Member, Advisory Board, Yale Law School Center for the Study of Corporate Law ∎ Member, Board of Trustees, Mount Sinai Health System Education ∎ Graduate of Harvard College and Yale Law School |

  30. Comprehensive Re-Nomination Process

    | Kevin Johnson, 63 Independent Director Since: October 2022 GS Committees ∎ Compensation ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): Starbucks Corporation Subsidiary Boards ∎ GS Bank | Key Experience and Qualifications | | | ∎ Technology and consumer leader with multidisciplinary background: Experience as an independent director and then President, COO and CEO of Starbucks, where he led a global consumer brand and leveraged his deep technological expertise from over 32 years in the tech industry, including senior leadership roles at both Microsoft and Juniper Networks ∎ International business and growth markets: Experience in driving growth across global markets, including in China ∎ Leadership and governance expertise: Draws upon years of past service as a public company CEO and public company director to provide informed perspective to our Board and committees, including with respect to stakeholder governance and building, managing, transforming and sustaining a highly visible and global brand | | | Career Highlights ∎ Starbucks Corporation, a global roaster, marketer and retailer of specialty coffee » Partner and Special Consultant (April 2022 – September 2022) » President and Chief Executive Officer (April 2017 – April 2022) » President and Chief Operating Officer (March 2015 – April 2017) » Independent Director (2009 – March 2015) ∎ Chief Executive Officer, Juniper Networks, Inc., a global company that designs, develops and sells products and services for high-performance networks (September 2008 – January 2014) ∎ Microsoft Corporation, a global technology company » President, Platforms and Services (2005 – September 2008) » Group Vice President, Worldwide Sales, Marketing and Services (2003 – 2005) » Various positions of increasing seniority, including Senior Vice President, Sales, Marketing and Services (September 1992 – 2003) Other Professional Experience and Community Involvement ∎ Served Presidents George W. Bush and Barack Obama on the National Security Telecommunications Advisory Committee and chaired the Cybersecurity Taskforce Education ∎ Graduate of New Mexico State University |

  31. Comprehensive Re-Nomination Process

    | 14 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |

  32. Comprehensive Re-Nomination Process

    | Ellen Kullman, 68 Independent Director Since: December 2016 GS Committees ∎ Compensation ∎ Governance ∎ Public Responsibilities (Chair) Other U.S.-Listed Company Directorships ∎ Current: Amgen Inc.; Dell Technologies Inc. ∎ Former (Past 5 Years): United Technologies Corporation | Key Experience and Qualifications | | | ∎ Engineering background, with key leadership and strategic experience: 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 led the company through its global expansion and navigated the COVID-19 pandemic ∎ Corporate governance and compensation expertise: 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 3D, Inc., a digital manufacturing platform » Chair (June 2022 – Present) » President and CEO (November 2019 – June 2022) ∎ 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 |

  33. Comprehensive Re-Nomination Process

    | Lakshmi Mittal, 73 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 CEO 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 15 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, Executive Committee, World Steel Association ∎ Chairman, Governing Council, LNM Institute of Information Technology ∎ Member, Global Advisory Council, Harvard University Education ∎ Graduate of St. Xavier’s College in India |

  34. Comprehensive Re-Nomination Process

    | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 15 |

  35. Comprehensive Re-Nomination Process

    | Thomas Montag, 67 Independent Director Since: July 2023 GS Committees ∎ Audit ∎ Governance ∎ Risk (Chair)* Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None * Effective April 24, 2024 | Key Experience and Qualifications | | | ∎ Financial services industry expertise: Over 35 years of experience in the financial services industry, including most recently as COO and President of Global Banking and Markets at Bank of America, his previous tenure at the firm and his prior role on the board of BlackRock, Inc. ∎ Risk management acumen: Deep and informed perspective regarding the complex financial and nonfinancial risks global financial institutions face, including market, credit and operational risks ∎ Leadership and sustainability: Experience gained as an executive and director of both private and public companies. As CEO and director of Rubicon Carbon and as the former co-chair of the Sustainable Markets Committee at Bank of America, he provides additional perspective on sustainability risks | | | Career Highlights ∎ Rubicon Carbon, LLC, a market-based products and solutions platform in the carbon market » Chief Executive Officer (October 2022 – Present) and Director (December 2022 – Present) ∎ Bank of America Corporation, a financial services company » Chief Operating Officer (August 2014 – December 2021) » Co-Chief Operating Officer (September 2011 – August 2014) » President, Global Banking and Markets (September 2009 – December 2021) » Head of Markets (January 2009 – September 2009) » Executive Vice President, Head of Global Sales & Trading, Merrill Lynch (August 2008 – December 2008) ∎ Goldman Sachs » Global Securities Division leadership and member of the Management Committee, including as Co-COO of FICC and then Co-Head, Securities Division (April 2002 – December 2007) » Head, Equities Asia (September 2002 – December 2006) » Head, FICC Asia and Co-President, Goldman Sachs Japan (1999 – December 2006) » Various positions of increasing seniority, including in London as head of Global Derivatives (1985 – 1999) Other Professional Experience and Community Involvement ∎ Member, Board of Trustees, New York University Langone Medical Center ∎ Member, Board of Trustees, Northwestern University ∎ Member, Board of Directors, Hispanic Federation ∎ Member, Board of Directors, The Japan Society ∎ Member, Board of Directors, Deschutes Land Trust Education ∎ Graduate of Stanford University and the Kellogg School of Management, Northwestern University |

  36. Comprehensive Re-Nomination Process

    | Peter Oppenheimer, 61 Independent Director Since: March 2014 GS Committees ∎ Audit (Chair) ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None Subsidiary Boards ∎ GS Bank (Chair) | Key Experience and Qualifications | | | ∎ Capital and risk management: Garnered experience as CFO and Controller at Apple and Divisional CFO at Automatic Data Processing, Inc. ∎ Financial management and the 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 (June 2004 – June 2014) » Senior Vice President and Corporate Controller (2002 – June 2004) » Vice President and Corporate Controller (2000 – 2002) » Vice President, Finance and Controller, Worldwide Sales (1997 – 2000) » 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 |

  37. Comprehensive Re-Nomination Process

    | 16 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |

  38. Comprehensive Re-Nomination Process

    INDEPENDENCE OF DIRECTORS

  39. Comprehensive Re-Nomination Process

    | Jan Tighe, 61 Independent Director Since: December 2018 GS Committees ∎ Audit ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: General Motors Company; Huntsman Corporation ∎ Former (Past 5 Years): The Progressive Corporation; IronNet, Inc. Subsidiary Boards ∎ GS Bank | Key Experience and Qualifications | | | ∎ Technology risk expertise: More than 20 years of senior executive experience in cybersecurity and information technology that 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 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 ∎ Member, Defense Science Board ∎ Trustee, The MITRE Corporation ∎ Member, Strategic Advisory Committee, Idaho National Labs – National and Homeland Security Directorate ∎ Board Member, United States Naval Academy Foundation ∎ Member and Global Security Expert, Strategic Advisory Group, Paladin Capital Group ∎ Directorship Certified and Governance Fellow, National Association of Corporate Directors Education ∎ Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.) |

  40. Comprehensive Re-Nomination Process

    | Independence of Directors |

  41. Comprehensive Re-Nomination Process

    | 10 of 11 director nominees are independent | | Our Board determined, upon the recommendation of our Governance Committee, that each of our director nominees (other than Mr. Solomon) is “independent” within the meaning of NYSE rules and our Policy Regarding Director Independence (Director Independence Policy). Mr. Ogunlesi and Ms. Uhl, each of whom is retiring from our Board at the 2024 Annual Meeting, were also determined to be independent. 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 our Compensation Committee members satisfy the relevant heightened standards under NYSE rules. |

  42. Commitment of our Directors—Beyond the Boardroom

    Commitment of our Directors—Beyond the Boardroom

  43. 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. |

  44. Commitment of our Directors—Beyond the Boardroom

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

  45. Commitment of our Directors—Beyond the Boardroom

    | 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 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 | Service on Subsidiary Boards Provides connectivity and enhances oversight of our entities worldwide |

  46. Commitment of our Directors—Beyond the Boardroom

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

  47. Commitment of our Directors—Beyond the Boardroom

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

  48. Commitment of our Directors—Beyond the Boardroom

    | ∎ | 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 for Board and Committee meetings, taking into account whether there is sufficient time for discussion of all agenda items at each meeting. |

  49. Commitment of our Directors—Beyond the Boardroom

    In carrying out their leadership roles during 2023:

  50. Commitment of our Directors—Beyond the Boardroom

    | Lead Director / Governance Chair* Adebayo Ogunlesi | | Includes meetings with, as applicable: CEO, COO, CFO, Secretary to the Board, CLO and General Counsel, CRO, Director of Internal Audit and Other Key Internal Audit Employees, Controller and Chief Accounting Officer, Chief Compliance Officer, Global Head of HCM, Global Head of IR and Chief Strategy Officer, Global Head of Reward and People Analytics, Chief Information Security Officer, Chief Information Officer, Global Head of Corporate Engagement, Global Head of Corporate Communications, Shareholders, Regulators, Independent Compensation Consultants and/or Independent Auditors | | Over 80 meetings | | | | Committee Chairs Audit – Peter Oppenheimer Compensation – Mark Winkelman or Kimberley Harris** Public Responsibilities – Ellen Kullman Risk – David Viniar* | | | | Over 175 meetings | | |

  51. Commitment of our Directors—Beyond the Boardroom

    | * Mr. Ogunlesi is retiring at our 2024 Annual Meeting. Effective April 24, 2024, Mr. Viniar will be our Lead Director and the Chair of our Governance Committee and Mr. Montag will be the Chair of our Risk Committee. |

  52. Commitment of our Directors—Beyond the Boardroom

    | ** Changes to Compensation Committee Chair effective April 2023. |

  53. Commitment of our Directors—Beyond the Boardroom

    | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 25 |

  54. Compensation Discussion and Analysis

    | | Year | Total Annual Compensation* ($) | Salary ($) | Annual Variable Compensation ($) | | Equity-Based Awards | | | | | | | Cash | PSUs** | % of Annual Variable Comp | % of Total | | Executive Leadership Team | | | | | | | | | David Solomon Chairman and CEO | 2023 | 31.00 | 2.00 | 8.70 | 20.30 | 70 | 65 | | | 2022 | 25.00 | 2.00 | 6.90 | 16.10 | 70 | 64 | | John Waldron President and COO | 2023 | 30.00 | 1.85 | 11.26 | 16.89 | 60 | 56 | | | 2022 | 23.50 | 1.85 | 8.66 | 12.99 | 60 | 55 | | Denis Coleman CFO | 2023 | 20.00 | 1.85 | 7.26 | 10.89 | 60 | 54 | | | 2022 | 17.00 | 1.85 | 6.06 | 9.09 | 60 | 53 | | Other NEOs | | | | | | | | | Kathryn Ruemmler CLO and General Counsel | 2023 | 16.00 | 1.50 | 5.80 | 8.70 | 60 | 54 | | | 2022 | 12.00 | 1.50 | 4.20 | 6.30 | 60 | 53 | | Philip Berlinski Global Treasurer | 2023 | 13.00 | 1.50 | 4.60 | 6.90 | 60 | 53 | | | 2022 | 10.00 | 1.50 | 3.40 | 5.10 | 60 | 51 |

  55. Compensation Discussion and Analysis

    | * Salary plus annual variable compensation consisting of cash and year-end equity-based awards (100% PSUs for all NEOs). |

  56. Compensation Discussion and Analysis

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

  57. Compensation Discussion and Analysis

    | Importance of Informed Judgment To help ensure that our compensation program is appropriately aligned with our long-term strategy, stakeholder expectations and the safety and soundness of our firm, our Compensation Committee, within the structure of its Assessment Framework and in the context of the inputs and factors described below, uses its informed judgment to evaluate, and structured discretion to set, executive compensation. We believe this balanced approach 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. » Our Compensation Committee utilizes an Assessment Framework to provide greater definition to, and transparency regarding, the pre-established financial and nonfinancial factors it considers in its assessment of the firm’s performance in connection with compensation decisions for our NEOs and other senior leaders. However, a strictly formulaic compensation program would not permit adjustments based on less quantifiable factors, such as unexpected external events or individual performance. ∎ Performance-Based Pay Provides Alignment. While annual compensation decisions are based on our Compensation Committee’s informed judgment and use of structured discretion, the amounts ultimately realized by our NEOs (who received 100% of year-end equity-based pay in PSUs) are subject to ongoing performance metrics and tied to the firm’s longer-term stock price (settlement of PSUs and Shares at Risk delivered in respect of PSUs). |

  58. Compensation Discussion and Analysis

    | » | The Assessment Framework aligns performance metrics and goals across our most senior leaders and provides a structure to help ensure that our compensation program for our NEOs and Management Committee continues to be appropriately aligned with our long-term strategy, our financial targets and stakeholder expectations as well as promotes the strength of our risk management and control environment and the safety and soundness of our firm. |

  59. Compensation Discussion and Analysis

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

  60. Compensation Discussion and Analysis

    | ∎ | The Committee performs this evaluation with information and assistance from HCM and the Committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook). |

  61. Compensation Discussion and Analysis

    | ∎ | Benchmarking information provided by HCM is obtained from public filings, as well as surveys conducted by Willis Towers Watson regarding incentive compensation practices. |

  62. Compensation Discussion and Analysis

    | * Credit Suisse was removed from the Peer group following the merger with UBS Group AG. |

  63. Compensation Discussion and Analysis

    | | 100% of year-end equity-based pay in PSUs for all NEOs |

  64. Compensation Discussion and Analysis

    | | PSUs that tie compensation for senior leaders to ongoing performance conditions |

  65. Compensation Discussion and Analysis

    | » 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 believe that the various components of our compensation program, including compensation plans, policies and practices, as well as our Committee’s use of informed judgment, work together to balance risk and reward in a manner that does not encourage imprudent risk taking. For example: |

  66. Compensation Discussion and Analysis

    | Pay Element | Characteristics | Purpose | 2023 Annual Compensation | | Base Salary | Annual fixed cash compensation | Provides our executives with a predictable level of income that is competitive to salary at our Peers | For 2023, NEOs received the following annual base salaries: $2.0 million for our CEO, $1.85 million for our COO and CFO and $1.5 million for our other NEOs | | Annual Variable Compensation(a) | Equity-Based: PSUs | Aligns our executives’ interests with those of our shareholders and motivates executives to achieve longer-term performance, and strategic and operational objectives | Each of our NEOs received at least 60% of their annual variable compensation in the form of PSUs | | | Cash | Motivates and rewards achievement of company performance and strategic and operational objectives | In 2023, each of our NEOs received a portion of their annual variable compensation (no more than 40%) in the form of a cash bonus |

  67. Compensation Discussion and Analysis

    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 NEOs Align pay with firmwide performance, including through use of PSUs Use Assessment Framework to assess performance through financial and nonfinancial metrics, including with respect to risk management and control-related information Exercise informed judgment responsive to the dynamic nature of our business, including consideration of appropriate risk-based and other metrics in our Assessment Framework Apply significant shareholding requirements through: Stock ownership guidelines for our Executive Leadership Team Retention requirements for all Management Committee members (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 and engagement with senior control side leaders on risk and control matters Use independent compensation consultant What We Dont Do No employment agreements providing for severance pay with our executive officers 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 and no changing of thresholds for legacy performance-based awards 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; no executive officer has shares subject to a pledge

  68. Compensation Discussion and Analysis

    | Our compensation program reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term results. |

  69. 2023 Individual Performance

    | Key Responsibilities | | As Chairman and CEO, Mr. Solomon is responsible for leading our business operations and overseeing our firm, leading development and implementation of corporate policy and strategy and serving as primary liaison between our Board and our firm and as a primary public face of our firm. | | 2023 Annual Compensation cash compensation 28% variabl 6% base salary 65% PSUs $31M Equity-based compensation represented 70% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. |

  70. 2023 Individual Performance

    | Key Performance Highlights Mr. Solomon displayed decisive and effective leadership of our firm during 2023, demonstrating an unwavering focus on its long-term strategy, including recognizing the need for, and swiftly executing on, the actions to narrow our strategic focus, and an authentic commitment to our people and culture, clients, shareholders and broader stakeholders. Mr. Solomon’s 2023 dashboard: | | Strategic Priorities & Clients | | ∎ Led the firm through the initial phases of its strategic evolution, including by: » Championing transparency with external stakeholders about our strategy, including by hosting the firm’s 2023 Investor Day » Swiftly executing on the decisions made to narrow our strategic focus » Continuing to capitalize on opportunities to expand addressable markets and provide differentiated client service ∎ Displayed ongoing commitment to client centricity and One Goldman Sachs, including by promoting collaboration across our businesses and through extensive engagement with our clients around the world ∎ Continued sponsorship of our sustainability strategy, in particular to further accelerate and operationalize commercial capabilities to serve our clients | | Risk Management | | ∎ Demonstrated the strategic imperative of regular reinvestment in our enterprise risk management framework to maintain a strong and effective risk management and control environment » Continued focus on the management of financial and nonfinancial risks » Engaged actively throughout the year with leaders of our control, finance and operating functions, including Legal, Risk and Compliance, as well as Internal Audit ∎ Acted promptly to direct and manage oversight of the firm’s exposures to, and further bolster the firm’s liquidity positions in light of, the Spring 2023 regional banking crisis in the U.S. and Europe ∎ Maintained ongoing engagement with our key regulators and government leaders worldwide | | People | | ∎ Demonstrated commitment to our culture and Core Values and continued to advance our people strategy, including by: » Prioritizing engagement with the firm’s people across all levels in our offices across the globe, through meetings, small group roundtables and townhalls as well as hosting and participating in nearly all Cultural Stewardship events during the year » Serving as a senior sponsor of our people and talent initiatives, including developing next generation talent, promoting internal mobility efforts, focusing on aspirational diversity goals, and continuing investments in our benefits offerings and performance management processes » Investing in the leadership of our businesses and control, finance and operating functions » Providing thought leadership on important social topics and personally demonstrating the firm’s commitment to maintaining a safe and supportive environment in which all of our people have an equal opportunity to succeed, grow and build a fulfilling career |

  71. 2023 Individual Performance

    | Key Responsibilities | | As President and COO, Mr. Waldron’s responsibilities include managing our day-to-day business, executing our firmwide strategy and other priorities and closely collaborating with our senior management team across the breadth of the firm’s operations, as well as engaging with, and serving as a liaison to, our clients and other stakeholders. | | 2023 Annual Compensationcash compensation38% variable6% base salary$30M56% PSUsEquity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. 2023 Annual Compensation cash compensation 38% variable 6% base salary $30M 56% PSUs Equity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. |

  72. 2023 Individual Performance

    | Key Responsibilities | | As CFO, Mr. Coleman is responsible for managing the firm’s overall financial condition, as well as financial analysis and reporting. In addition, he oversees various control functions, operations and technology and closely collaborates across our senior management team, including on issues relating to risk management and firmwide operations. | | 2023 Annual Compensation 36% variable cash compensation 9% base salary 54% PSUs $20M Equity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. |

  73. 2023 Individual Performance

    | Key Responsibilities | | As CLO and General Counsel, Ms. Ruemmler leads the firm’s Legal division, providing oversight for the firm’s legal affairs worldwide, and oversees the Compliance division and Conflicts Resolution Group, which oversight serves to enhance collaboration across these disciplines and ensure a consistent approach to addressing the legal, compliance and reputational risk issues facing the firm. | | 2023 Annual Compensation*9% base salary cash compensation 36% variable$16M54% PSUsEquity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics.2023 Annual Compensation* 9% base salary cash compensation 36% variable $16M 54% PSUs Equity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. * Percentages do not sum to 100% due to rounding. |

  74. 2023 Individual Performance

    | Key Responsibilities | | As Global Treasurer, Mr. Berlinski is responsible for overseeing the firm’s Corporate Treasury function, which manages the firm’s liquidity, payments, funding, balance sheet and capital to maximize net interest income and return on equity through liability planning and execution, financial resource allocation, asset liability management and liquidity portfolio management. Mr. Berlinski also serves as CEO of GS Bank and as interim Co-Head or Head of Platform Solutions. | | 2023 Annual Compensation 35% variable cash compensation 12% base salary $13M 53% PSUs Equity-based compensation represented 60% of 2023 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. |

  75. 2023 Individual Performance

    | Equity-Based Annual Variable Compensation: PSUs |

  76. 2023 Individual Performance

    We believe it is important to pay a significant portion of our annual variable compensation in equity-based awards. To this end, for 2023 annual compensation, 70% of Mr. Solomon’s and 60% of all other NEOs’ variable compensation was paid in PSUs. Our equity-based variable compensation is subject to various robust risk-balancing features, as described more fully in —Other Compensation Policies and Practices. Treatment upon a termination of employment or change in control is described more fully in —Executive Compensation—Potential Payments upon Termination or Change in Control.

  77. 2023 Individual Performance

    | Year-End PSUs—Overview of Material Terms |

  78. 2023 Individual Performance

    | ∎ PSUs provide recipients with annual variable compensation that has a metrics-based outcome. The ultimate value paid to the NEO is subject to firm performance both through stock price and a metrics-based structure. ROE is used because it is a risk-based metric that is an important indicator of the firm’s operating performance and is viewed by many stakeholders as a key performance metric. ∎ PSUs will be paid at 0-150% of the initial award based on our average ROE over 2024-2026, using absolute and relative metrics as described in the below table. |

  79. 2023 Individual Performance

    | (a) Percentage earned is scaled if performance is between specified thresholds; payout is automatically capped at 100% if 3-year average GS ROE is between 5% and 6%. ∎ PSU performance thresholds for PSUs granted in January 2024 (for 2023 year-end compensation) were unchanged year-over-year. Our Compensation Committee continues to believe these thresholds are appropriate to incentivize senior management to achieve our strategic goals and enhance long-term shareholder value. PSU design, including performance thresholds, will continue to be reviewed annually in connection with annual compensation decisions. ∎ PSUs granted in January 2024 will settle in 2027. For the CEO, COO and CFO, PSUs will settle 50% in cash based on the average closing price of our Common Stock over a ten-trading-day period and 50% in Shares at Risk. For our other NEOs, PSUs will settle 100% in shares of Common Stock, substantially in the form of Shares at Risk. |

  80. 2023 Individual Performance

    | ∎ | For purposes of the relative ROE metric, for PSUs granted in January 2024, our Peers consist of Bank of America Corporation; Citigroup, Inc.; JPMorgan Chase & Co.; Morgan Stanley; The Bank of New York Mellon Corporation; Wells Fargo & Company; Barclays PLC; Deutsche Bank AG and UBS Group AG. Our Compensation Committee believes that these Peers appropriately and comprehensively reflect those firms that have a major presence across our collection of scaled businesses and that have regulatory requirements (such as with respect to capital) similar to ours. |

  81. 2023 Individual Performance

    | » | For purposes of determining ROE of our Peers with respect to the PSUs’ relative metrics, annual ROE is as reported in the Peer company’s publicly disclosed annual report, rounded to one decimal place. |

  82. 2023 Individual Performance

    | ∎ | In certain circumstances (e.g., a merger, change in corporate structure or other similar corporate transaction) that result in a substantial change in a Peer company’s business or revenue mix, the Committee shall adjust the Peer group and/or make such other equitable adjustments as the Committee deems appropriate. |

  83. 2023 Individual Performance

    | » | Following the Credit Suisse merger with UBS Group AG in 2023, the Compensation Committee amended the peers for outstanding PSUs (those granted in respect of 2020-2022 year-end compensation) to reflect this transaction. |

  84. 2023 Individual Performance

    | » | For purposes of relative ROE calculations, Credit Suisse ROE will be included only when there is a full year of reported ROE available (2021 and 2022 ROE only, as applicable). Accordingly, Credit Suisse has been removed from the Peer group for the 2022 Year-End PSUs (2023-2025 performance period) and for PSUs going forward. |

  85. 2023 Individual Performance

    | ∎ | Certain adjustments (e.g., to a Peer company’s ROE for purposes of the relative ROE calculation) will be based on publicly disclosed financial information. |

  86. 2023 Individual Performance

    | ∎ | Each PSU granted to our NEOs includes a cumulative dividend equivalent right payable only if and when that PSU is earned. |

  87. 2023 Individual Performance

    | ∎ | PSUs granted to our NEOs who meet certain age and service requirements on the grant date have no additional service-based vesting requirement; however, all PSUs are subject to various robust risk-balancing features, as described in —Other Compensation Policies and Practices below. |

  88. 2023 Individual Performance

    | ∎ | For information on the vesting and settlement of Messrs. Solomon and Waldron’s 2019 year-end PSUs during 2023, see —Executive Compensation—2023 Stock Vested. |

  89. 2023 Individual Performance

    | Equity-Based Long-Term Incentive: Shareholder Value Creation Awards |

  90. 2023 Individual Performance

    | 1 | Align compensation with rigorous performance thresholds that drive long-term shareholder value creation | 2 | Ensure leadership continuity over the next phase of our growth strategy | 3 | Enhance retention in response to the increasing competition for talent in the current environment |

  91. 2023 Individual Performance

    | Key Terms of our NEOs’ SVC Awards(a) | | | | | | | TSR Thresholds (Absolute & Relative) | Cumulative Absolute TSR Goals | % of Target Earned | | Relative TSR Goals | % of Target Earned | | | ≥75% | 75% | | ≥80th percentile | 75% | | | 60% | 50% | | 65th percentile | 50% | | | 47% | 25% | | 40th percentile | 25% | | | <47% | 0% | | <40th percentile | 0% | | | Performance-based vesting for the SVC Awards is based 50% on absolute TSR goals and 50% on relative TSR goals, all of which have been pre-established by the Board. As of the time of grant, with respect to absolute TSR goals, the resulting stock price plus dividends would have been approximately, in each case, $602 at 47%, $655 at 60% and $717 at 75%. For reference, as of the initial grant in October 2021, our highest closing stock price was $419.69. | | | | |

  92. 2023 Individual Performance

    | Peer Group for Relative Thresholds | U.S. Peers: BAC, C, JPM, MS, BK, WFC | | Achievement of Thresholds | ∎ Absolute TSR: Highest average closing price of GS stock for any 30 consecutive trading days during performance period ∎ Relative TSR: 30-day average closing price prior to beginning and end of performance period | | Performance Period and Vesting | Vesting will occur over a five-year performance period beginning for all SVC Awards on October 21, 2021, subject to continuous service until the end of the five-year performance period, with limited exceptions provided in the applicable award agreement and the SIP, such as death and disability. | | Form of Settlement and Transfer Restrictions | Any amounts earned under the SVC Awards are settled 100% in shares of Common Stock that will deliver at the end of the five-year performance period. Any shares earned will be Shares at Risk subject to transfer restrictions for one year after delivery, and will also be subject to forfeiture and clawback provisions (see —Other Compensation Policies and Practices). |

  93. Robust Risk-Balancing Features

    | » | For PSUs granted as part of annual compensation, calculated based on the grant date (for 2023 Year-End PSU awards granted in January 2024, Shares at Risk will be subject to transfer restrictions through January 2028). |

  94. Robust Risk-Balancing Features

    | | Cause | Failure to Consider Risk | | Who | Each employee who receives equity-based awards as part of their year-end compensation (since IPO) | Each employee who receives equity-based awards as part of their year-end compensation (since 2009 year-end) | | Application | If such employee engages in conduct constituting “cause,” including: ∎ Conviction in a criminal proceeding on certain misdemeanor charges, on a felony charge or an equivalent charge; ∎ Engaging in employment disqualification conduct under applicable law; ∎ Willful failure to perform their duties to the firm; ∎ Violation of any securities or commodities laws, rules or regulations of any relevant exchange or association of which the firm is a member; ∎ Violation of any of our policies concerning hedging, pledging or confidential or proprietary information, or materially violates any other of our policies; ∎ Impairing, impugning, denigrating, disparaging or reflecting negatively upon our name, reputation or business interests; or ∎ Engaging in conduct detrimental to the firm | If, during the time period specified in the award agreement, such employee participated (or otherwise oversaw or was responsible for, depending on the circumstances, another individual’s participation) in the structuring or marketing of any product or service, or participated on behalf of the firm or any of its clients in the purchase or sale of any security or other property, in any case without appropriate consideration of the risk to the firm or the broader financial system as a whole (e.g., where such employee has improperly analyzed such risk or where they failed sufficiently to raise concerns about such risk), and, as a result of such action or omission, the Compensation Committee determines there has been, or reasonably could be expected to be, a material adverse impact on the firm, the employee’s business unit or the broader financial system | | What | All outstanding PSUs, RSUs, SVC Awards and Shares at Risk at the time “cause” occurs | All equity-based awards (e.g., PSUs, RSUs, SVC Awards and underlying Shares at Risk) covered by the specified time period (e.g., the year for which the award was granted or, for SVC Awards, the entire performance period) |

  95. Robust Risk-Balancing Features

    | » | The NEO associates with any business that constitutes a Covered Enterprise (as defined in —Executive Compensation—Potential Payments upon Termination or Change in Control) (except with respect to Mr. Coleman’s 2021 U.K. RSUs); |

  96. Robust Risk-Balancing Features

    | » | The NEO solicits certain employees of the firm (except with respect to Mr. Coleman’s 2021 U.K. RSUs); or |

  97. Executive Compensation

    | 2023 | ∎ “Bonus” is cash variable compensation for 2023 ∎ “Stock Awards” are PSUs awarded for 2022 (referred to as 2022 Year-End PSUs) | | 2022 | ∎ “Bonus” is cash variable compensation for 2022 ∎ “Stock Awards” are: » PSUs awarded for 2021 (referred to as 2021 Year-End PSUs), including PSUs awarded to Mr. Coleman for 2021 that satisfy U.K. regulatory requirements in respect of Mr. Coleman’s prior role (referred to as 2021 Year-End U.K. PSUs) » RSUs awarded to Mr. Coleman for 2021 that satisfy U.K. regulatory requirements in respect of Mr. Coleman’s prior role (referred to as 2021 U.K. RSUs) » SVC Awards granted to our CFO and other NEOs in 2022 | | 2021 | ∎ “Bonus” is cash variable compensation for 2021 ∎ “Stock Awards” are: » PSUs awarded for 2020 (referred to as 2020 Year-End PSUs) » RSUs awarded for 2020 (referred to as 2020 Year-End RSUs) » SVC Awards granted to our CEO and COO in 2021 |

  98. Executive Compensation

    | 2023 Summary Compensation Table |

  99. Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | | | Change in Pension Value ($)(d) | All Other Compen- sation ($)(e) | Total ($) | | | | | | Year-End Awards(b) | SVC Award(c) | Total | | | | | David Solomon Chairman and CEO | 2023 | 2,000,000 | 8,700,000 | 15,649,863 | — | 15,649,863 | 99 | 320,855 | 26,670,817 | | | 2022 | 2,000,000 | 6,900,000 | 22,404,343 | — | 22,404,343 | — | 305,077 | 31,609,420 | | | 2021 | 2,000,000 | 9,900,000 | 10,334,614 | 17,045,566 | 27,380,180 | — | 264,892 | 39,545,072 | | John Waldron President and COO | 2023 | 1,850,000 | 11,260,000 | 12,626,934 | — | 12,626,934 | 492 | 355,563 | 26,092,989 | | | 2022 | 1,850,000 | 8,660,000 | 18,127,364 | — | 18,127,364 | — | 343,897 | 28,981,261 | | | 2021 | 1,850,000 | 12,460,000 | 9,515,417 | 11,363,788 | 20,879,205 | — | 319,593 | 35,508,798 | | Denis Coleman CFO | 2023 | 1,850,000 | 7,260,000 | 8,835,914 | — | 8,835,914 | 2,360 | 619,147 | 18,567,421 | | | 2022 | 1,850,000 | 6,060,000 | 11,158,962 | 3,341,555 | 14,500,517 | — | 1,158,036 | 23,568,553 | | Kathryn Ruemmler CLO and General Counsel | 2023 | 1,500,000 | 5,800,000 | 5,947,730 | — | 5,947,730 | — | 68,289 | 13,316,019 | | | 2022 | 1,500,000 | 4,200,000 | 9,021,951 | 2,339,034 | 11,360,985 | — | 68,577 | 17,129,562 | | | 2021 | 1,500,000 | 6,400,000 | 4,731,963 | — | 4,731,963 | — | 63,358 | 12,695,321 | | Philip Berlinski Global Treasurer | 2023 | 1,500,000 | 4,600,000 | 4,815,002 | — | 4,815,002 | 30,245 | 3,309,859 | 14,255,106 | | | 2022 | 1,500,000 | 3,400,000 | 9,242,922 | 2,339,034 | 11,581,956 | — | 4,648,229 | 21,130,185 | | | 2021 | 1,108,046(a) | 6,556,898 | 6,341,994 | — | 6,341,994 | 51,518 | 2,908,899 | 16,967,355 |

  100. Executive Compensation

    | 2,908,899 | 16,967,355 | | 56 | Goldman Sachs | Proxy Statement for the 2024 Ann

  101. Executive Compensation

    l Meeting of Shareholders | 20

  102. Executive Compensation

    SUMMARY COMPENSATION TABLE | (a) Reflects Mr. Berlinski’s effective salary for 2021, which amount takes into account his annualized salary increase to $1.5 million, effective as of September 20, 2021, in connection with his appointment

  103. Executive Compensation

    the Management Committee. | | (b) Amounts included for 2023 represent the grant date fair value of 2022 Year-End PSUs granted in January 2023 for services in 2022. Grant date fair value for 2022 Year-End PSUs for Messrs. Solomon, Waldron and Coleman is determined by multiplying the target number of PSUs by $354.97, the closing price per share of Common Stock on the NYSE on January 26, 2023, the grant date. Grant date fair value for 2022 Year-End PSUs for Ms. Ruemmler and Mr. Berlinski is determined by multiplying the target number of PSUs by $349.09, the closing price per share of Common Stock on the NYSE on January 18, 2023, the grant date. For the portion of the 2022 Year-End PSUs granted to each of our NEOs that are stock settled, the value includes an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. Assuming achievement of maximum performance targets, the grant date fair value of 2022 Year-End PSUs for each of Messrs. Solomon, Waldron, Coleman and Berlinski and Ms. Ruemmler would be $23,474,795, $18,940,568, $13,253,870, $7,222,502 and $8,921,760, respectively. Amounts included for 2022 represent the grant date fair value of 2021 Year-End PSUs, and for Mr. Coleman, 2021 Year-End U.K. PSUs and 2021 U.K. RSUs, in each case granted in January 2022 for services in 2021. Grant date fair value for 2021 Year-End PSUs for Messrs. Solomon and Waldron is determined by multiplying the target number of PSUs by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date. Grant date fair value for 2021 Year-End PSUs for Messrs. Coleman (including his 2021 Year-End U.K. PSUs) and Berlinski and Ms. Ruemmler is determined by multiplying the target number of PSUs by $347.32, the closing price per share of Common Stock on the NYSE on January 19, 2022, the grant date. For the portion of the 2021 Year-End PSUs granted to each of our NEOs that are stock settled, the value includes an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. For Mr. Coleman’s 2021 Year-End U.K. PSUs, the value includes an approximately 14% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Assuming achievement of maximum performance targets, the grant date fair value of 2021 Year-End PSUs for each of Messrs. Solomon, Waldron, Coleman and Berlinski and Ms. Ruemmler would be $33,606,688, $27,191,219, $3,894,900, $13,864,382 and $13,533,089, respectively. Assuming achievement of maximum performance targets, the grant date fair value of 2021 Year-End U.K. PSUs for Mr. Coleman would be $12,241,470. Grant date fair value for 2021 U.K. RSUs granted to Mr. Coleman is determined by multiplying the aggregate number of RSUs by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date. Amounts included for 2021 represent the grant date fair value of 2020 Year-End RSUs and 2020 Year-End PSUs, as applicable, in each case granted in January 2021 for services in 2020. Grant date fair value for 2020 Year-End RSUs and 2020 Year-End PSUs is determined by multiplying the aggregate number of RSUs or target number of PSUs, as applicable, by $290.47, the closing price per share of Common Stock on the NYSE on January 20, 2021, the grant date. For the portion of the 2020 Year-End PSUs granted to Messrs. Solomon and Waldron and Ms. Ruemmler that are stock settled, the value includes an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. Assuming achievement of maximum performance targets, the grant date fair value of 2020 Year-End PSUs for each of Messrs. Solomon and Waldron and Ms. Ruemmler would be $15,501,920, $14,273,125 and $1,816,125, respectively. For the 2020 Year-End RSUs granted to Ms. Ruemmler and Mr. Berlinski, the value includes an approximately 12% liquidity discount to reflect the transfer restrictions on the Common

  104. Executive Compensation

    tock underlying these RSUs. | | (c) Amounts included represent the grant date fair value of SVC Awards granted to Messrs. Solomon and Waldron in October 2021 and to Messrs. Coleman and Berlinski and Ms. Ruemmler in January 2022. Grant date fair value for SVC Awards granted to Messrs. Solomon and Waldron is determined by multiplying the target number of SVC Awards by $407.59, the closing price per share of Common Stock on the NYSE on October 21, 2021, the grant date, and including an approximately 43% discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards. Grant date fair value for SVC Awards granted to Messrs. Coleman and Berlinski and Ms. Ruemmler is determined by multiplying the target number of SVC Awards by $347.01, the closing price per share of Common Stock on the NYSE on January 28, 2022, the grant date, and including an approximately 61% discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards. Assuming achievement of maximum performance targets and vesting requirements, the grant date fair value of the SVC Awards for each of Messrs. Solomon, Waldron, Coleman and Berlinski and Ms. Ruemmler would be $25,568,349, $17,045,682, $5,012,332, $3,508,619

  105. Executive Compensation

    nd $3,508,619, respectively. | | (d) Ms. Ruemmler is not a part

  106. Executive Compensation

    ipant in any applicable plan. | | (e) The following chart, together with the narrative below, describes the benefits and perquisites for 2023 contained in the “All O

  107. Executive Compensation

    er Compensation” column above. | | Name | Defined Contribution Plan Employer Contribution ($) | Term Life Insurance Premium ($) | Executive Medical and Dental Plan Premium ($) | Long-Term Disability Insurance Premium ($) | Executive Life Premium ($) | Benefits and Tax Counseling Services ($)* | Car ($)** | | David Solomon | 12,500 | 118 | 22,090 | 397 | 28,028 | 149,815 | 77,231 | | John Waldron | 12,500 | 118 | 89,336 | 397 | 10,877 | 153,825 | 87,933 | | Denis Coleman | 12,500 | 118 | 89,336 | 397 | 6,736 | 73,595 | 83,786 | | Kathryn Ruemmler | 12,500 | 118 | 22,090 | 397 | 11,608 | 21,381 | — | | Philip Berlinski*** | 20,535 | 428 | 66,

  108. Executive Compensation

    1 | 1,428 | 9,300 | 78,087 | — | | * Amounts reflect the incremental cost to us of benefits and tax counseling services provided by Ayco or by another third-party provider, as applicable. For services provided by Ayco, cost is determined based on the number of hours of service provided by, and compensation paid to, individual service providers. For services provided by others, amounts are payments made by us to those providers. | | ** Amounts reflect the incremental cost to us attributable to commuting and other non-business use. We made available to each member of our Executive Leadership Team in 2023 a car and driver for security and business purposes. The cost of providing a car is determined on an annual basis and includes, as applicable, annual car lease, car service fees, insurance cost and driver compensation, as well as miscellaneous expenses (e.g., fuel, car maintenance). | | *** Certain of the amounts for Mr. Berlinski have been converted from British Pounds Sterling into U.S. Dollars at a rate of 1.2430 Dollars per Pound, which

  109. Executive Compensation

    s the average daily rate in 2023. | Also included in the “All Other Compensation” column are amounts reflecting the incremental cost to us of providing our identity theft safeguards program for U.S. PMDs, assistance with certain travel arrangements, in-office meals and security services. We provide personal security (the incremental cost of which was $29,990 for Mr. Solomon) for the benefit of our firm and our shareholders. We do not consider these security measures to be personal benefits but rather business-related necessities due to the high-profile standing of our CEO

  110. Executive Compensation

    Mr. Coleman previously relocated to | Proxy Statement for the 2024 Annual Meeting o

  111. Executive Compensation

    Shareholders | Goldman Sachs | 57 | 2023 GRANTS OF PLAN-BASED AWARDS our New York office at our request and, for 2023, Mr. Coleman received relocation benefits of approximately $169,000 and tax protection payments of approximately $181,000. In addition, Mr. Berlinski previously relocated to our New York office at our request and, for 2023, Mr. Berlinski received international assignment benefits of approximately $153,000 and tax equalization and protection payments of approximately $3 million. In each case, these benefits and payments were part of our standard Global Mobility Services programs applicable to relocating employees, and the tax equalization and protection payments were intended to cover certain taxes that are over and above those that Messrs. Coleman and Berlinski would have incurred if they had not relocated to New York. We provide our NEOs, on terms consistent with those provided to our other executive officers and PMDs and at no upfront incremental out-of-pocket cost to our firm, waived or reduced fees, as well as interests in overrides (the level of which may vary based on certain eligibility criteria) in connection with investments in certain funds and other accounts managed or sponsored by Goldman Sachs, unused tickets to certain events and certain negotiated discounts with third-party vendors. The primary purpose of our corporate aircraft is to facilitate business. Our CEO is expected to use our corporate aircraft, including for personal travel, for security reasons, as well as to maximize the efficiency of his travel time and his availability for firm business. In addition, our other NEOs who have time sharing agreements with us may use our corporate aircraft for personal use in limited circumstances. Our policy is to require reimbursement of the aggregate incremental costs to the firm associated with any p

  112. Executive Compensation

    | 2023 Grants of Plan-Based Awards |

  113. Executive Compensation

    | (a) Consists of 2022 Year-End PSUs granted in January 2023. See —2023 Outstanding Equity Awards at Fiscal Year-End and —Potential Payments upon Termination or Change in Control below for additional information. |

  114. Executive Compensation

    | 2023 Outstanding Equity Awards at Fiscal Year-End |

  115. Executive Compensation

    | 2023 Stock Vested |

  116. Executive Compensation

    | 2023 Pension Benefits |

  117. Executive Compensation

    The following table sets forth pension benefit information as of December 31, 2023. The Goldman Sachs Employees’ Pension Plan (GS Pension Plan) was frozen as of November 27, 2004, and none of our NEOs has accrued additional benefits thereunder since November 30, 2001 (at the latest). Mr. Berlinski is a participant in The Goldman Sachs U.K. Retirement Plan (GS U.K. Retirement Plan), which was frozen as of March 31, 2016. Mr. Berlinski has not accrued benefits under the GS U.K. Retirement Plan since that time. Ms. Ruemmler is not a participant in any plan reportable in this table.

  118. Executive Compensation

    | Name | Plan Name | Number of Years Credited Services (#)(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year ($) | | David Solomon | GS Pension Plan | 1 | 1,378 | — | | John Waldron | GS Pension Plan | 1 | 5,892 | — | | Denis Coleman | GS Pension Plan | 6 | 25,839 | — | | Philip Berlinski | GS U.K. Retirement Plan | 15 | 358,073 | — |

  119. Executive Compensation

    | (a) Our employees, including Messrs. Solomon, Waldron, Coleman and Berlinski, were credited for service for each year employed by us while eligible to participate in our GS Pension Plan or GS U.K. Retirement Plan, as applicable. |

  120. Executive Compensation

    | (b) Represents the present value of the entire accumulated benefit and not the annual payment an NEO would receive once his benefits commence. Prior to being frozen, our GS Pension Plan provided an annual benefit equal to between 1% and 2% of the first $75,000 of the participant’s compensation for each year of credited service. The normal form of payment is a single life annuity for single participants and an actuarially equivalent 50% joint and survivor annuity for married participants. The present values shown in this column were determined using the following assumptions: payment of a single life annuity following retirement at either the normal retirement age (age 65) or immediately (if an NEO is over 65); a 5.08% discount rate; and mortality estimates based on the Pri-2012 white collar fully generational mortality table, with adjustments to reflect continued improvements in mortality based on Scale MP-2021. Our GS Pension Plan provides for early retirement benefits, and all of our participating NEOs became or will become eligible to elect early retirement benefits upon reaching age 55. Prior to being frozen, our GS U.K. Retirement Plan provided for an annual benefit equal to 1.25% of the first £81,000 of the participant’s compensation for each year of credited service. The normal form of payment is a single life annuity plus a contingent spouse’s annuity equal to two-thirds of the member’s pension. Mr. Berlinski has two records in the plan: the normal retirement age for the first period of service is age 50, and the normal retirement age for the second period of service is age 65. The present value shown in this column reflects Mr. Berlinski’s accrued benefits with an annual cost of living adjustment that is applied pursuant to the terms of the GS U.K. Retirement Plan and was determined using the following assumptions: payment of a joint life annuity following retirement at normal retirement age; a 4.70% discount rate; mortality estimates based on the “S3 series all pensioner very light” mortality table, with adjustments to reflect continued improvements in mortality; and the GS U.K. Retirement Plan’s provision of early retirement benefits in respect of his second period of service and Mr. Berlinski’s eligibility to elect early retirement benefits upon reaching age 55. |

  121. Executive Compensation

    For a description of our 401(k) Plan and our U.K. Defined Contribution Arrangement, which are our tax-qualified defined contribution plans in the U.S. and U.K., respectively, see —Compensation Discussion and Analysis—Other Compensation Policies and Practices.

  122. Executive Compensation

    | 2023 Non-Qualified Deferred Compensation |

  123. Executive Compensation

    | Potential Payments upon Termination or Change in Control |

  124. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with SEC rules, we have calculated the ratio between the 2023 compensation of our CEO and the median of the 2023 compensation of all of our employees (other than the CEO) (Median Compensation Amount).

  125. Pay Ratio Disclosure

    | ∎ | Using reasonable estimates and assumptions where necessary, and in accordance with SEC rules, we have determined that the Median Compensation Amount (calculated in accordance with SEC rules) for 2023 is $153,492. |

  126. Pay Ratio Disclosure

    | » | We identified the employee who received the Median Compensation Amount as of December 31, 2022 using the firm’s standard internal compensation methodology known as “per annum total compensation,” which measures each employee’s fixed compensation and incentive compensation for a particular year, with appropriate prorations made to reflect actual compensation paid to part-time employees and currency conversions, as applicable. |

  127. Pay Ratio Disclosure

    | » | SEC rules permit identification of this median employee once every three years. As such, the Median Compensation Amount for 2023 reflects the 2023 “per annum total compensation” of the employee we identified as of December 31, 2022, given that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact pay ratio disclosure. |

  128. Pay Ratio Disclosure

    | ∎ | Mr. Solomon’s compensation for 2023, as disclosed in the Summary Compensation Table, is $26,670,817, and the ratio between this amount and the Median Compensation Amount is approximately 174:1. |

  129. Pay Ratio Disclosure

    Our Compensation Principles, described in more detail in —Compensation Discussion and Analysis—How our Compensation Committee Makes Decisions, apply to all of our people, regardless of their compensation level, and reflect the importance of (1) paying for performance, (2) encouraging firmwide orientation and culture, (3) discouraging imprudent risk-taking, (4) attracting and retaining talent and (5) promoting a strong risk management and control environment.

  130. Pay Ratio Disclosure

    | 66 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |

  131. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by SEC rules, we have calculated “compensation actually paid” and set forth the requisite company- selected financial measures below. Paying for performance is a key element of our Compensation Principles and our approach to executive compensation. As detailed in our — Compensation Discussion and Analysis above, the Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation. To this end, the Committee utilizes the Assessment Framework to assess a variety of financial and nonfinancial measures in applying its informed judgment to evaluate and set annual pay amounts. See — Compensation Discussion and Analysis—2023 Annual Compensation . We believe that the structure of our equity-based awards provides an intrinsic link to the firm’s longer-term performance. Through the use of PSUs, the amounts ultimately realized by our NEOs with respect to annual compensation are subject to ongoing performance metrics (absolute and relative ROE) and are further tied to the firm’s longer-term performance through stock price (settlement of PSUs and Shares at Risk delivered in respect thereof). Given the use of ROE in our annual PSUs, ROE has been included as our “company-selected measure” in the table below. While the Committee takes into account each of the measures in our Assessment Framework in a holistic manner to evaluate executive compensation in consideration of firm performance (without ascribing any specific weight to any single factor or metric), the below measures from the Assessment Framework have been selected as they represent those firmwide performance measures for which the firm currently has set forward financial targets.

  132. Pay Versus Performance Disclosure

    | ∎ ROE ∎ ROTE ∎ Efficiency Ratio |

  133. Pay Versus Performance Disclosure

    In addition, our one-time SVC Awards provide additional, longer-term incentives for our NEOs that are directly tied to the firm’s longer-term performance (as measured by absolute and relative TSR). The amounts set forth below in the required table are calculated pursuant to SEC rules but do not represent amounts that have been actually earned or realized by our NEOs, including in respect of PSUs and SVC Awards. Performance conditions for many of these awards have either not yet been satisfied or applicable performance information is not yet available.

  134. As a result, this information does not reflect compensation that is actually paid or realized

    | Year | Summary Compensation Table Total for PEO (a) | “Compensation Actually Paid” to PEO ($) (a)(b) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (c) | Average “Compensation Actually Paid” to Non-PEO Named Executive Officers ($) (b)(c) | Value of Initial Fixed $100 Investment Based on: (d) | | Net Income ($000s) (e) | ROE (%) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2023 | 26,670,817 | 12,347,235 (f) | 18,057,884 | 9,391,899 (g) | 185 | 133 | 8,516,000 | 7.5 | | 2022 (h) | 31,609,420 | 26,749,650 | 22,702,390 | 23,602,465 | 160 | 118 | 11,261,000 | 10.2 | | 2021 (h) | 39,545,072 | 96,228,443 | 21,385,543 | 43,553,528 | 173 | 132 | 21,635,000 | 23.0 | | 2020 (h) | 23,940,657 | 29,092,114 | 15,395,032 | 15,395,189 | 117 | 98 | 9,459,000 | 11.1 |

  135. As a result, this information does not reflect compensation that is actually paid or realized

    | (b) The dollar amounts reported in the “Compensation Actually Paid to PEO” column and the “Average Compensation Actually Paid to Non-PEO Named Executive Officers” column represent the amount of “compensation actually paid” to our PEO and the “average compensation actually paid” to our non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. While the SEC rules require us to disclose these amounts, they do not correlate to actual amounts that will or may be paid to our NEOs. The actual amounts that will or may be paid to each NEO will be determined following the completion of the applicable performance period based upon the actual achievement over such performance period. |

  136. “Compensation Actually Paid” (CAP) Versus Performance Measures

    “Compensation Actually Paid” (CAP) Versus Performance Measures In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic description of the relationships between information presented in the Pay Versus Performance table, reflecting changes from 2020-2021, 2021-2022 and 2022-2023 unless otherwise noted. 231% 183% 129% 107% 85% 73% 60% 32% 33% 18% 26% 24% 48% 46% 56% 60% 54 72% Peer GS ROE Net Non-PEO PEO Peer GS ROE Net Non-PEO PEO Peer GS ROE Net Non-PEO PEO Group TSR % (YoY%) Income Avg. CAP CAP Group TSR % (YoY%) Income Avg. CAP CAP Group TSR % (YoY%) Income Avg. CAP CAP TSR % (2020 - (YoY%) (YoY%) (YoY%) TSR % (2020 - (YoY%) (YoY%) (YoY%) TSR % (2020 - (YoY%) (YoY%) (YoY (2020 - 2021) (2020 - 2022) (2020 - 2023) 2021)* 2022)* 2023)* FYE 2021 FYE 2022 FYE 2023 * Peer Group TSR reflects total shareholder return of S&P 500 Financials Index.

  137. “Compensation Actually Paid” (CAP) Versus Performance Measures

    | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 69 |

  138. Director Compensation Program

    Director Compensation Program

  139. Director Compensation Program

    | 2023 Director Compensation Program |

  140. Director Compensation Program

    In 2021, our shareholders approved an amended and restated SIP, which fixed the amount of annual director compensation for service on our Board. Consistent with our SIP, our 2023 Director Compensation Program consisted of:

  141. Director Compensation Program

    | Components of Director Compensation Program for 2023 Service(a) | Annual Value of Award | Form and Timing of Payment | | Annual RSU Grant | $350,000 | RSUs, granted annually in arrears(b) | | Annual Retainer | $100,000 | RSUs or cash, as per director election, paid quarterly in arrears(c) | | Total Annual Base Compensation | $450,000 | | | Committee Chair Fee (if applicable) | $25,000 | RSUs or cash, as per director election, paid quarterly in arrears(c) |

  142. Director Compensation Program

    | (a) Compensation is prorated, as applicable, according to the number of months served. In connection with Board service, our directors do not receive any incremental fees for attending Board or Committee meetings or serving on special committees formed from time to time. Mr. Solomon does not participate in our Director Compensation Program and did not receive any incremental compensation for service on our Board. Directors who also serve on the board of one of our subsidiaries also receive (as applicable) $50,000 for service as a subsidiary board member or $100,000 for service as a subsidiary board chair. |

  143. Director Compensation Program

    | (b) RSUs granted on January 17, 2024 for service in 2023. |

  144. Director Compensation Program

    | (c) RSU grants and cash payments were made quarterly (with RSU grants made on each of April 19, 2023, July 20, 2023, October 18, 2023 and January 17, 2024) over the course of the year. |

  145. Director Compensation Program

    In December 2023, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2024 Director Compensation Program in an amount unchanged from 2023 levels. In connection with this review, the Governance Committee took into account:

  146. Director Compensation Program

    | ∎ | Advice from its independent consultant, including with respect to benchmarking on the form, structure and amount of peer director compensation; |

  147. Director Compensation Program

    | ∎ | The amount and structure of the compensation program; |

  148. Director Compensation Program

    | ∎ | Feedback from stakeholders; and |

  149. Director Compensation Program

    | ∎ | Commitments made in connection with the August 2020 settlement of the director compensation litigation, including the commitment that annual director compensation for service on our Board not exceed the current levels fixed in the SIP. |

  150. Director Compensation Program

    | Key Features of Director Compensation | | | | ∎ Is designed to attract and retain highly qualified and diverse directors ∎ Appropriately values the significant time commitment required of our directors ∎ Effectively and meaningfully aligns interests of directors with long-term shareholder interests ∎ Recognizes the highly regulated and complex nature of our global business and the requisite skills and experience represented among our Board members ∎ Takes into account the focus on Board governance and oversight of financial firms ∎ Reflects the shared responsibility of all directors | | Significant Time Commitment by Directors | | | | | | | | In addition to preparation for and attendance at Board and Committee meetings, our directors are engaged in a variety of other ways, including: ∎ Receiving and reviewing postings on significant developments and weekly informational packages ∎ Communicating and meeting with each other, senior management and key employees around the globe ∎ Meeting with our regulators ∎ Participating in firm and industry conferences and other external engagements on behalf of the Board ∎ Engaging with investors (our Lead Director and other directors as may be appropriate from time to time) ∎ Serving on subsidiary boards, as applicable |

  151. Director Compensation Program

    | 70 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |

  152. Director Compensation Program

    | Program features emphasize long-term alignment between director and shareholder interests. |

  153. Director Compensation Program

    | What We Do Emphasis on Equity Compensation: The majority of director compensation is in the form of vested equity-based awards (RSUs). Directors may elect to receive 100% of their director compensation in the form of RSUs Hold-through Retirement Requirement: » Directors must hold all RSUs granted to them during their entire tenure » Shares of Common Stock underlying the RSUs do not deliver until after a director’s retirement Equity Ownership Requirements: Directors are required to own at least 5,000 shares of Common Stock or vested RSUs, with a five-year transition period for new directors | Maximum of 30% in cash, if elected by director Minimum of 70% equity compensation What We Don’t Do | | | | | No fees for attending meetings—attendance is expected and compensation is not dependent on Board meeting schedule | | | | No fees for membership on special committees formed from time to time | | | | No undue focus on short-term stock performance — director pay aligns with compensation philosophy, not short-term fluctuations in stock price | | | | No hedging or pledging of RSUs permitted | | | | No hedging of shares of Common Stock permitted | | | | No director has shares of Common Stock subject to a pledge |

  154. Director Compensation Program

    | Retention of Independent Director Compensation Consultant |

  155. Director Compensation Program

    In 2023, our Governance Committee reappointed FW Cook, a compensation consultant, to conduct an independent review of our Director Compensation Program. FW Cook assessed the structure of our Director Compensation Program and its value compared to competitive market practices, taking into account the emphasis on equity compensation, the hold-through retirement requirement and other restrictions on the RSUs, as well as the August 2020 resolution of the director compensation litigation and the fixed amount of annual director compensation specified in the SIP, which was approved by our shareholders at the 2021 Annual Meeting. FW Cook determined that the Director Compensation Program remained competitive with the market and continued to align the interests of our directors with the long-term interests of our shareholders. Our Governance Committee determined that FW Cook is independent and has no conflicts of interest in providing services to our Governance Committee.

  156. Director Compensation Program

    | 2023 Director Summary Compensation Table |

  157. Director Compensation Program

    The following table sets forth the compensation for our directors as determined by SEC rules, which require us to include equity awards granted during 2023 and cash compensation earned for 2023. As noted above, the Annual Retainer and/or Committee Chair Fee is paid or granted quarterly, in arrears, and the Annual Grant is made shortly after year-end. Accordingly, this table includes:

  158. Director Compensation Program

    | ∎ | RSUs granted in January 2023 (2022 Annual Grant, and the fourth quarter grant of the 2022 Annual Retainer and, as applicable, Committee Chair Fee) for services performed in 2022 for directors who elected RSUs; |

  159. Director Compensation Program

    | ∎ | RSUs granted during 2023 (the first three quarters of the 2023 Annual Retainer and, as applicable, Committee Chair Fee) for services performed in 2023 for directors who elected RSUs; and |

  160. Director Compensation Program

    | Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 71 |

  161. Director Compensation Program

    | ∎ | Cash earned for services performed in 2023 (2023 Annual Retainer and, as applicable, Committee Chair Fee) for directors who elected cash. |

  162. Director Compensation Program

    This table also includes information in “All Other Compensation” on compensation received by certain directors who also serve on the board of one of our subsidiaries, in recognition of the additional time and workload associated with these roles.

  163. Director Compensation Program

    | | 2023 Fees Earned or Paid in Cash ($)(a) | Stock Awards ($) | | | All Other Compensation ($)(d)(e) | Total ($) | | | | 2022 Program(b) | 2023 Program(c) | Total | | | | Michele Burns | 100,000 | 349,788 | — | 349,788 | 61,667 | 511,445 | | Drew Faust* | 33,333 | 349,788 | — | 349,788 | 20,000 | 403,121 | | Mark Flaherty | 100,000 | 349,788 | — | 349,788 | 20,000 | 469,788 | | Kimberley Harris | 118,750 | 349,788 | — | 349,788 | 20,000 | 488,538 | | Kevin Johnson | — | 112,058 | 75,591 | 187,649 | 24,227 | 211,876 | | Ellen Kullman | 125,000 | 380,159 | — | 380,159 | 20,000 | 525,159 | | Lakshmi Mittal | — | 374,224 | 75,591 | 449,815 | — | 449,815 | | Thomas Montag | 50,000 | — | — | — | 5,000 | 55,000 | | Adebayo Ogunlesi | — | 380,159 | 94,312 | 474,471 | — | 474,471 | | Peter Oppenheimer | — | 380,159 | 94,312 | 474,471 | 91,212 | 565,683 | | Jan Tighe | 100,000 | 374,224 | — | 374,224 | 49,524 | 523,748 | | Jessica Uhl | 100,000 | 374,224 | — | 374,224 | 20,000 | 494,224 | | David Viniar | 125,000 | 349,788 | — | 349,788 | 20,000 | 494,788 | | Mark Winkelman* | 10,417 | 380,159 | 31,331 | 411,490 | 24,167 | 446,073 |

  164. Director Compensation Program

    | * Drew Faust and Mark Winkelman retired from our Board at the 2023 Annual Meeting. |

  165. Director Compensation Program

    | (a) Includes 2023 Annual Retainer and, as applicable, 2023 Committee Chair Fee. For 2023, Ms. Kullman and Mr. Viniar elected to receive their Annual Retainers and Committee Chair Fees in cash; Ms. Harris elected to receive her Annual Retainer and prorated Committee Chair Fee in cash; Ms. Burns, Mr. Flaherty, Vice Admiral Tighe and Ms. Uhl elected to receive their Annual Retainers in cash and Dr. Faust and Mr. Montag elected to receive their prorated Annual Retainers in cash. Mr. Winkelman received a portion of his 2023 Annual Retainer and Chair Fee in RSUs per his election and a portion in cash pursuant to the terms of the award agreement in light of his retirement. |

  166. Director Compensation Program

    | (b) Includes 2022 Annual Grant and, as applicable, the fourth quarter grant of the 2022 Annual Retainer and/or Committee Chair Fee. These values reflect the grant date fair value of RSUs granted on January 18, 2023 for service in 2022 based on the closing price per share of Common Stock on the NYSE on the date of grant ($349.09). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. For 2022, Messrs. Ogunlesi, Oppenheimer and Winkelman and Ms. Kullman elected to receive their Annual Retainers and Committee Chair Fees in RSUs; Mr. Mittal, Vice Admiral Tighe and Ms. Uhl elected to receive their Annual Retainers in RSUs; and Mr. Johnson elected to receive his prorated annual retainer in RSUs. |

  167. Director Compensation Program

    | (c) Includes 2023 Annual Retainer and, as applicable, 2023 Committee Chair Fee. These values reflect the grant date fair value of RSUs granted for the first through third quarters during 2023 for service in 2023. The grant date fair value of these RSUs was based on the closing price per share of Common Stock on the NYSE on each applicable grant date: April 19, 2023 ($336.89), July 20, 2023 ($350.86) and October 18, 2023 ($301.96). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. RSUs in respect of the fourth quarter grant of the 2023 Annual Retainer and 2023 Annual Committee Chair Fee, as well as the 2023 Annual Grant, were granted on January 17, 2024 and are not required to be disclosed in this table but will be reflected in the 2024 Director Summary Compensation table in our proxy statement for our 2025 Annual Meeting of Shareholders, per SEC rules. |

  168. Director Compensation Program

    | (d) These values reflect the amounts that were donated to charities by our firm to match personal donations made by non-employee directors in connection with requests by these directors made prior to February 26, 2024 under the Goldman Sachs employee matching gift program for 2023. We allow our directors to participate in our employee matching gift program on the same terms as our non-PMD employees, matching gifts of up to $20,000 per participating individual. |

  169. Director Compensation Program

    | (e) In addition to the amounts donated to charities as described in footnote (d) above, our directors who serve on a board of one of our subsidiaries receive a cash retainer of $50,000 for service as a subsidiary member (Ms. Burns, Vice Admiral Tighe and Mr. Johnson and, formerly, Mr. Winkelman) or $100,000 for service as a subsidiary board chair (Mr. Oppenheimer). The subsidiary board retainer may be paid at the director’s election in RSUs (with any such RSUs granted consistent with the RSUs described in footnote (c) above, and providing for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from the applicable subsidiary board). The subsidiary board retainer is prorated, as applicable, according to the number of months served. For Ms. Burns and Mr. Winkelman, the amounts included represent their respective cash retainers for Goldman Sachs International board service during 2023, and for Messrs. Johnson and Oppenheimer and Vice Admiral Tighe, the amounts represent the value of RSUs granted during 2023 (for the first through third quarters) in respect of their 2023 GS Bank board service. |

  170. Director Compensation Program

    Please refer to Beneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by each director as of February 26, 2024, including RSUs granted in January 2024 (for the 2023 Annual Grant, the fourth quarter grant for the 2023 Annual Retainer and, as applicable, Committee Chair Fee and the fourth quarter grant for the 2023 subsidiary retainer, as applicable) for services performed in 2023. For more information on the work of our Board and its Committees, see Corporate Governance.

  171. Director Compensation Program

    | 72 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |

  172. Director Compensation Program

    AUDIT MATTERS—ITEM 3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 ASSESSMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Audit Matters