DEF 14A of Goldman Sachs Group Inc, Mar 14, 2025

DEF 14A of Goldman Sachs Group Inc

Filed Mar 14, 2025 · FY20240001193125-25-054559

Open on EDGAR

  1. 2025 Stock Incentive Plan Highlights

    | 4-year extension of our equity plan | No new shares being requested | No change to Director Compensation Program | Broad-based equity compensation plan used for all equity grants |

  2. 2025 Stock Incentive Plan Highlights

    | » | No change to our fixed Director Compensation Program limits |

  3. 2025 Stock Incentive Plan Highlights

    | | Director Compensation Program limits, which cannot be amended without shareholder approval | | No hedging or pledging of equity-based awards | | | No repricing or below-market grants of stock options and stock appreciation rights (SARs) | | 50% Change in Control and merger consummation thresholds | | | No “evergreen” provision (i.e., no automatic increase in the number of shares available under the plan) | | Double-trigger Change in Control provision (i.e., no acceleration of vesting, delivery or transferability based on a Change in Control alone) |

  4. 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 |

  5. Item 1. Election of Directors

    Item 1. Election of Directors

  6. Item 1. Election of Directors

    | Our Directors |

  7. Our Nominees(a)

    Our Nominees(a)

  8. Our Nominees(a)

    | 5 Women | 1 Black | 1 Indian Descent | 1 Career Military Service | 1 Non-U.S. or Dual Citizen |

  9. Our Nominees(a)

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

  10. Our Nominees(a)

    | 10 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  11. Comprehensive Re-Nomination Process

    Comprehensive Re-Nomination Process

  12. Comprehensive Re-Nomination Process

    | Critically evaluating individual directors and their contributions to our Board is integral to annual re-nomination decisions. |

  13. 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:

  14. 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; |

  15. Comprehensive Re-Nomination Process

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

  16. Comprehensive Re-Nomination Process

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

  17. Comprehensive Re-Nomination Process

    | ∎ | Independence; |

  18. Comprehensive Re-Nomination Process

    | ∎ | The extent to which the director contributes to our Board’s diverse viewpoints, backgrounds, skills, experiences and expertise; |

  19. Comprehensive Re-Nomination Process

    | ∎ | Shareholder feedback, including the support received at our 2024 Annual Meeting of Shareholders; and |

  20. Comprehensive Re-Nomination Process

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

  21. Comprehensive Re-Nomination Process

    Each of our director nominees has been unanimously 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 2026 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:

  22. 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. |

  23. 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. |

  24. 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, 2025 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.

  25. Comprehensive Re-Nomination Process

    | Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 11 |

  26. Comprehensive Re-Nomination Process

    | David Solomon, 63 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 the range of our businesses: With over 25 years of leadership experience at our firm, he develops the firm’s strategy, embodies our Core Values and leverages firm-specific and industry knowledge to lead the firm and its people, including helping to protect and continually reinvest in our firm’s culture ∎ 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 ∎ Member, Board of Trustees, Paley Center for Media Education ∎ Graduate of Hamilton College | | David Viniar, 69 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): Block, Inc. (formerly Square, Inc.) | Key Experience and Qualifications | | | ∎ Strong financial industry leader: 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 Block, Inc. (formerly Square, a global technology company) ∎ 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 Block | | | 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 |

  27. Comprehensive Re-Nomination Process

    | 12 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  28. Comprehensive Re-Nomination Process

    | Michele Burns, 67 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 | | | ∎ Broad public company governance experience: Leverages current and former service on the boards of directors and board committees of other public companies as well as 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) | | Mark Flaherty, 65 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 ∎ Former Member, Board of Trustees, Providence College Education ∎ Graduate of Providence College |

  29. Comprehensive Re-Nomination Process

    | Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 13 |

  30. Comprehensive Re-Nomination Process

    | Kimberley Harris, 54 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 NBC Universal 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) » 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 ∎ President, 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 | | John Hess, 70 Independent Director Since: June 2024 GS Committees ∎ Compensation ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: Hess Corporation*; Hess Midstream LP* ∎ Former (Past 5 Years): KKR & Co., Inc. | Key Experience and Qualifications | | | ∎ Strategy development: As the long-tenured CEO of Hess Corporation, led the development and execution of Hess’ strategic transformation ∎ Deep business, operations and global expertise: Experience in driving growth across global markets ∎ Leadership and governance: Draws on many years as a public company Chairman and CEO at Hess, as well as his current and prior tenure as a public company independent director, including previous service at KKR and Dow Chemical Company | | | Career Highlights ∎ Hess Corporation, a global energy company » Chief Executive Officer (1995 – Present)* » Chairman (1995 – 2013) » Various positions of increasing seniority (1978 – 1995) ∎ Hess Midstream LP, an owner, operator, developer and acquirer of midstream assets » Chief Executive Officer (2014 – Present)* Other Professional Experience and Community Involvement ∎ Member, Board of Trustees, The Center for Strategic and International Studies ∎ Member, The Council on Foreign Relations ∎ Member, Board of Directors, Lincoln Center for Performing Arts ∎ Member, Board of Dean’s Advisors, Harvard Business School ∎ Member, Board of Trustees, Mount Sinai Hospital ∎ Member, The Business Council ∎ Chairman, Board of Directors, American Petroleum Institute Education ∎ Graduate of Harvard College and Harvard Business School |

  31. Comprehensive Re-Nomination Process

    | * Following completion of the announced acquisition of Hess Corporation, Mr. Hess will retire from all current roles at Hess Corporation and Hess Midstream. |

  32. Comprehensive Re-Nomination Process

    | 14 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  33. Comprehensive Re-Nomination Process

    | Kevin Johnson, 64 Independent Director Since: October 2022 GS Committees ∎ Compensation ∎ Governance ∎ Risk & TRiS Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): Starbucks Corporation Subsidiary Boards ∎ Goldman Sachs Bank USA | 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, 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 ∎ Member, Board of Directors, Eisenhower Health ∎ 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 | | Ellen Kullman, 69 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 and governance-related 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 ∎ Member, Board of Trustees, Northwestern University ∎ Member, National Academy of Engineering ∎ Graduate Member, The Business Council ∎ Co-Chair, Paradigm for Parity Education ∎ Graduate of Tufts University and Kellogg School of Management, Northwestern University |

  34. Comprehensive Re-Nomination Process

    | Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 15 |

  35. Comprehensive Re-Nomination Process

    | KC McClure, 60 Independent Director Since: February 2025 GS Committees* ∎ Audit ∎ Governance ∎ Risk Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former: None | Key Experience and Qualifications | | | ∎ Finance and Operations: Significant experience overseeing finance operations at Accenture, including as CFO overseeing controllers, treasury, tax, investor relations, and strategic planning and analysis, among other functions ∎ Strategic Planning & Execution: Partnered closely with Accenture CEO throughout Accenture’s strategic transformation and reorganization over the past five years ∎ Financial management and the review and preparation of financial statements: As CFO of Accenture, oversaw financial reporting and analysis, following decades of experience in financial and accounting roles | | | Career Highlights ∎ Accenture plc, a global professional services firm » Senior Finance Advisor (December 2024 – March 2025) » Chief Financial Officer (January 2019 – November 2024) » Managing Director, Finance Operations (June 2018 – January 2019) » Finance Director – Communications, Media & Technology Group (December 2016 – May 2018) » Head of Investor Relations (September 2010 – November 2016) » Finance Director – Health & Public Service (March 2002 – August 2010) » Various positions of increasing seniority (1988 – 2002) Other Professional Experience and Community Involvement ∎ Member, Board of Visitors, Penn State Smeal College of Business Education ∎ Graduate of Pennsylvania State University – Smeal College of Business | | * Effective April 1, 2025 | | | Lakshmi Mittal, 74 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 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 | | | 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 ∎ Member, Board of Trustees, 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 |

  36. Comprehensive Re-Nomination Process

    | 16 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  37. Comprehensive Re-Nomination Process

    | Thomas Montag, 68 Independent Director Since: July 2023 GS Committees ∎ Audit ∎ Governance ∎ Risk (Chair) & TRiS (ex-officio) Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former (Past 5 Years): None | 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 climate risk | | | 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 | | Peter Oppenheimer, 62 Independent Director Since: March 2014 GS Committees ∎ Audit (Chair) ∎ Governance ∎ Risk & TRiS Other U.S.-Listed Company Directorships ∎ Current: Constellation Energy Corp ∎ Former (Past 5 Years): None Subsidiary Boards ∎ Goldman Sachs Bank USA (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 |

  38. Comprehensive Re-Nomination Process

    | Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 17 |

  39. Comprehensive Re-Nomination Process

    | Jan Tighe, 62 Independent Director Since: December 2018 GS Committees ∎ Audit ∎ Governance ∎ Risk & TRiS (Chair) Other U.S.-Listed Company Directorships ∎ Current: General Motors Company; Huntsman Corporation ∎ Former (Past 5 Years): The Progressive Corporation; IronNet, Inc. Subsidiary Boards ∎ Goldman Sachs Bank USA | 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, Advisory Board, Defense Science Board ∎ Member, Board of Trustees, The MITRE Corporation ∎ Member, Strategic Advisory Committee, Idaho National Labs – National and Homeland Security Directorate ∎ Member, Board of Directors, United States Naval Academy Foundation ∎ Global Security Expert and Strategic Advisor, Paladin Capital Group ∎ Directorship and Cybersecurity Certified and Governance Fellow, National Association of Corporate Directors Education ∎ Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.) | | John Waldron, 56 Director Since: February 2025 Other U.S.-Listed Company Directorships ∎ Current: None ∎ Former: None | Key Experience and Qualifications | | | ∎ Broad experience across our firm with deep industry knowledge: Nearly 25 years of experience at Goldman Sachs, with deep knowledge of our core franchises and the breadth of our operations as well as our strategy, client engagement and industry ∎ Insight into day-to-day operations and cultural champion: As President and COO, drives our execution priorities and operating efficiency initiatives, embodies our Core Values and champions our culture ∎ Broad risk management perspective: Serves as Co-Chair of our Firmwide Enterprise Risk Committee and Chair of the Firmwide Reputational Risk Committee, providing broad risk management perspective on our financial and non-financial risk management | | | Career Highlights ∎ Goldman Sachs » President and Chief Operating Officer (October 2018 – Present) » Co-Head of the Investment Banking Division (December 2014 – October 2018) » Global Head of Investment Banking Services/Client Coverage (2009 – December 2014) » Global Co-Head of Financial Sponsors Group (2007 – 2009) » Various positions of increasing seniority, including Co-Head of Leverage Finance (2000 – 2007) Other Professional Experience and Community Involvement ∎ Member, Executive Committee, Institute of International Finance ∎ Member, Board of Directors, U.S.-China Business Council ∎ Member, International Advisory Council, China Securities Regulatory Commission ∎ Member, International Advisory Panel, Monetary Authority of Singapore ∎ Member, Board of Trustees, Middlebury College ∎ Member, Board of Trustees, Southern Methodist University ∎ Member, Board of Directors, Cleveland Clinic ∎ Member, Board of Directors, Lincoln Center for Performing Arts ∎ Member, Council on Foreign Relations Education ∎ Graduate of Middlebury College |

  40. Comprehensive Re-Nomination Process

    | 18 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  41. Comprehensive Re-Nomination Process

    INDEPENDENCE OF DIRECTORS

  42. Comprehensive Re-Nomination Process

    | Independence of Directors |

  43. Comprehensive Re-Nomination Process

    | 12 of 14 director nominees are independent | | Our Board determined, upon the recommendation of our Governance Committee, that each of our director nominees (other than Messrs. Solomon and Waldron) is “independent” within the meaning of NYSE rules and our Policy Regarding Director Independence (Director Independence Policy). Furthermore, our Board has determined that all independent members of our committees 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. |

  44. Compensation Discussion and Analysis

    | | Year | Total Annual Compensation* ($) | Salary ($) | Annual Variable Compensation ($) Amount at grant allocated to: | | | Equity-Based Awards (PSUs) | | | | | | | PSUs** | NEW. CIP*** | Cash | % of Annual Variable Comp | % of Total | | Executive Leadership Team | | | | | | | | | | David Solomon Chairman and CEO | 2024 | 39.00 | 2.00 | 25.90 | 2.78 | 8.33 | 70 | 66 | | | 2023 | 31.00 | 2.00 | 20.30 | — | 8.70 | 70 | 65 | | John Waldron President and COO | 2024 | 38.00 | 1.85 | 21.69 | 2.89 | 11.57 | 60 | 57 | | | 2023 | 30.00 | 1.85 | 16.89 | — | 11.26 | 60 | 56 | | Denis Coleman CFO | 2024 | 27.00 | 1.85 | 15.09 | 2.01 | 8.05 | 60 | 56 | | | 2023 | 20.00 | 1.85 | 10.89 | — | 7.26 | 60 | 54 | | Other NEOs | | | | | | | | | | Kathryn Ruemmler CLO and General Counsel | 2024 | 22.50 | 1.50 | 12.60 | 0.84 | 7.56 | 60 | 56 | | | 2023 | 16.00 | 1.50 | 8.70 | — | 5.80 | 60 | 54 | | John Rogers Executive Vice President | 2024 | 16.00 | 1.50 | 8.70 | 0.58 | 5.22 | 60 | 54 |

  45. Compensation Discussion and Analysis

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

  46. Compensation Discussion and Analysis

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

  47. 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 in this CD&A, 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. ∎ 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 with respect to 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), and the amounts ultimately realized by our NEOs with respect to carry points are subject to underlying fund performance. ∎ 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 factors that cannot be pre-established, such as the impact of the broader macroeconomic environment, unforeseen external events or other less quantifiable factors (such as individual performance). |

  48. 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. |

  49. Overview of Assessment Framework

    | ∎ | Benchmarking information provided by Human Capital Management is obtained from public filings, as well as third party surveys regarding incentive compensation practices. |

  50. Overview of Assessment Framework

    | | 100% of year-end equity in the form of PSUs, tied to ongoing performance conditions |

  51. Overview of Assessment Framework

    | Stakeholder Feedback | Compensation Committee Action | | Pay-for-Performance Philosophy | Compensation reflects both firm and individual performance All pay other than salary is variable Multiple elements of annual and long-term compensation align incentives with long-term shareholder interests | | Support for High Percentage of Performance-Based Pay and Rigor of Design | At least 60% of annual NEO variable compensation is equity-based 100% of year-end equity for NEOs subject to ongoing performance conditions (absolute & relative ROE) Carried Interest Program reduces cash compensation in favor of an additional element of performance-based pay, fostering additional alignment to a strategic growth area | | Composition of Peer Group | Peer group evaluated annually for benchmarking purposes as well as for relative metrics in annual performance-based awards | | Support for Robust Risk-Balancing Features | Continued use of risk-adjusted metrics, transfer restrictions, retention requirements and recapture provisions | | Transparency Regarding Compensation Committee’s Use of Discretion | Regular enhancements to Assessment Framework, which is reviewed annually Robust proxy disclosure regarding the Committee’s use of informed judgment and structured discretion on pay decisions and the factors considered by the Committee in making its decisions | | Support for Robust Stakeholder Engagement | Continued commitment to engagement by Lead Director and Compensation Committee Chair |

  52. Overview of Assessment Framework

    | » | 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. |

  53. Overview of Assessment Framework

    | Pay Element | Characteristics | Purpose | 2024 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 2024, 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 2024, each of our NEOs received a portion of their annual variable compensation (no more than 36%) in the form of a cash bonus | | | NEW. Carried Interest Program | Fosters additional alignment for senior leaders supporting the expansion of the third-party alternatives business in Asset & Wealth Management and the attendant enterprise risk management capabilities | For 2024, our NEOs received the following portion of non-equity variable compensation (non-equity deferral) through the Carried Interest Program: CEO – 25%; COO and CFO – 20%; and other NEOs – 10% |

  54. Overview of Assessment Framework

    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 performance, including through use of PSUs and CIP Use the Assessment Framework to evaluate 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 and utilize structured discretion, including consideration of appropriate risk-based and other metrics in our Assessment Framework Apply significant shareholding requirements through: Stock ownership guidelines for 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 Engage with senior control side leaders on risk management and control performance under the Assessment Framework Use independent compensation consultant What We Don't 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

  55. Overview of Assessment Framework

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

  56. 2024 Individual Performance

    | Key Responsibilities | | As Chairman and CEO, Mr. Solomon is responsible for overseeing our firm and leading our business operations, including development and implementation of corporate policy and strategy. He also serves as the main liaison between our Board and our firm and as the primary public face of our firm. | | 2024 Annual Compensation* 21% variable cash compensation 7% Carried Interest Program 5% base salary 66% PSUs $39M * Percentages do not sum to 100% due to rounding. Does not include Retention RSUs, which were not awarded as part of annual compensation. |

  57. 2024 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. He also engages with our clients and other stakeholders. | | 2024 Annual Compensation* 30% variable cash compensation 8% Carried Interest Program 5% base salary 57% PSUs $38M * Does not include Retention RSUs, which were not awarded as part of annual compensation. |

  58. 2024 Individual Performance

    | Annual Variable Compensation: Equity-Based - PSUs |

  59. 2024 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 2024 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.

  60. 2024 Individual Performance

    | Year-End PSUs—Overview of Material Terms |

  61. 2024 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 firmwide 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 2025-2027, using absolute and relative metrics as described in the below table. |

  62. 2024 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 2025 (for 2024 year-end compensation) were unchanged year over year. Our Compensation Committee continues to believe these thresholds remain 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 2025 will settle in 2028. 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. |

  63. 2024 Individual Performance

    | ∎ | For purposes of the relative ROE metric, for PSUs granted in January 2025, our relative performance will be assessed against our U.S. and European Peers. 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. |

  64. 2024 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. |

  65. 2024 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. |

  66. 2024 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. |

  67. 2024 Individual Performance

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

  68. 2024 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. |

  69. 2024 Individual Performance

    | ∎ | For information on the vesting and settlement of Messrs. Solomon, Waldron and Rogers’ and Ms. Ruemmler’s 2020 Year-End PSUs during 2024, see —Executive Compensation—2024 Stock Vested. |

  70. 2024 Individual Performance

    | Annual Variable Compensation: Long Term Executive Carried Interest Incentive Program |

  71. 2024 Individual Performance

    | The Carried Interest Program reduces the cash element of annual variable compensation in order to tie a portion of such compensation to the long-term performance of a strategic growth area for the firm. |

  72. 2024 Individual Performance

    | » | The portion of annual variable compensation paid in the form of PSUs, tied to ongoing firmwide performance metrics, remains unchanged. |

  73. 2024 Individual Performance

    | » | The remaining portion of annual variable compensation is now allocated between cash and carry points, a long-term, at-risk form of compensation subject to fund performance, restrictive covenants and recapture provisions, among other terms. |

  74. What is an Access Fund?

    | Program Participation | Executive Officers (including each of our NEOs) The program may also be provided to certain other senior leaders as may be determined from time to time by the Compensation Committee. | | Percentage of Annual Variable Compensation | For 2024, the Carried Interest Program will represent: ∎ CEO: 25% of non-equity deferral (i.e., 7.5% of annual variable compensation) ∎ COO, CFO: 20% of non-equity deferral (i.e., 8% of annual variable compensation) ∎ Other NEOs: 10% of non-equity deferral (i.e., 4% of annual variable compensation) The percentage of annual variable compensation allocated to the CIP will be reduced, including to zero, for each participant in a year where insufficient carry points are available. In addition, when making compensation determinations for a given year, the Compensation Committee may determine to adjust for such year the percentage of annual variable compensation to be allocated to the Carried Interest Program as it deems necessary, desirable or appropriate. | | Conversion Mechanism | Allocation of carry points is based on a third party valuation of the present value of the estimated future carried interest distributions from the underlying funds. A valuation will be conducted for each applicable access fund that will be part of the Carried Interest Program. | | Distributions | Distributions will be paid in cash based on the performance of the assets within the funds and the performance requirements (e.g., preferred returns) and other provisions set forth in the Amended and Restated Agreement of Limited Partnership (together with the subscription agreement or other related materials, the partnership agreement) and underlying fund documentation. Distributions will be paid in proportion to the percentage of overall carry points held by a participant. If and when such distributions are made, any amounts paid to our NEOs will be disclosed in the Summary Compensation Table in the proxy statement for that year. | | Vesting | Carry points vest ratably over three years, with certain exceptions as provided in the partnership agreement. Carried Interest Program participants who meet certain age and service requirements have no future service requirement, and carry points will continue to vest on the three-year ratable schedule following termination subject to compliance with restrictive covenants (i.e., no acceleration of vesting). All other terminations will result in forfeiture of unvested carry points and any related future distributions. Vesting is subject to compliance with agreements with the firm, including notice period, non-compete and non-solicit covenants. | | Recapture Provisions | Carry points and any related distributions will be subject to forfeiture and clawback provisions, including recapture for events constituting Cause, failure to perform obligations under any agreement with Goldman Sachs and participating in (or otherwise overseeing or being responsible for, depending on the circumstances, another individual’s participation in) materially improper risk analysis or failing to sufficiently raise concerns about risks (see —Other Compensation Policies and Practices). Distributions may also be subject to repayment pursuant to the additional terms and conditions set forth in the partnership agreement. | | Other Key Terms | No distributions (other than tax distributions) will be paid to participants for a year in which the firm’s ROE is less than 5% or its CET1 ratio falls below regulatory minimums; in those circumstances, distributions will be deferred until ROE and capital requirements are met. |

  75. What is an Access Fund?

    EQUITY-BASED LONG-TERM INCENTIVE: RETENTION RSUS

  76. What is an Access Fund?

    | Equity-Based Long-Term Incentive: Retention RSUs |

  77. What is an Access Fund?

    | Retention RSUs reflect the Board’s desire to retain the current CEO and COO as a senior leadership team and maintain a strong succession plan for the future of the firm. |

  78. What is an Access Fund?

    | As previously announced, in January 2025, the independent directors of the Board, as recommended by our independent Compensation Committee, granted Retention RSUs to each of David Solomon and John Waldron. The Retention RSUs reflect the Board’s desire to retain the current CEO and COO as a senior leadership team, sustain the strong momentum they have demonstrated in executing on our firmwide strategic priorities, help promote stability and continuity in our senior leadership and maintain a strong succession plan for the future of the firm. Among other considerations, the Board took into account each of Mr. Solomon’s and Mr. Waldron’s strategic leadership and performance over their tenures. The Board also noted that the future annual expense of the Retention RSUs represented approximately 0.2% of the firm’s 2024 compensation and benefits expense. | Promote retention and stability in senior leadership | Further enhance alignment with long- term shareholder value creation (100% stock- based) | | | Sustain momentum in strong execution of firmwide strategic priorities | Recognize strong performance and strategic leadership over CEO/COO tenures |

  79. What is an Access Fund?

    The Retention RSUs are 100% stock-based awards, and therefore further enhance Messrs. Solomon’s and Waldron’s alignment with long-term shareholder value creation. The Retention RSUs were not awarded as part of Messrs. Solomon’s and Waldron’s annual compensation. 2024 annual compensation was determined based on the factors described in —How our Compensation Committee Makes Decisions and —2024 Annual Compensation above.

  80. What is an Access Fund?

    | Key Terms of the Retention RSUs |

  81. What is an Access Fund?

    | Grant Amount | ∎ 130,508 RSUs ($80 million grant date value) ∎ The number of Retention RSUs determined based on a conversion price of $612.99, the closing price per share of Common Stock on the NYSE on January 16, 2025, the grant date ∎ Retention RSUs include a dividend equivalent right | | Vesting | Five-year cliff vesting (will not vest until January 2030, subject to continuous service with Goldman Sachs and with only certain limited exceptions provided in the applicable award agreement and the SIP, such as death and disability). | | Form of Settlement | Settled 100% in shares of Common Stock following the end of the five-year vesting period. Shares delivered pursuant to the Retention RSUs will be subject to the firm’s stock ownership guidelines and retention requirements (see —Other Compensation Policies and Practices). | | Recapture Provisions | Retention RSUs will be subject to the firm’s forfeiture and clawback provisions (see —Other Compensation Policies and Practices). |

  82. What is an Access Fund?

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

  83. What is an Access Fund?

    | 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. | | | | |

  84. What is an Access Fund?

    | Peer Group for Relative Thresholds | U.S. Peers: BAC, C, JPM, MS, BK, WFC | | Achievement of Thresholds | ∎ Absolute TSR: Highest average adjusted closing price of GS stock for any 30 consecutive trading days during performance period ∎ Relative TSR: 30-day average adjusted 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). |

  85. Robust Risk-Balancing Features

    | » | For PSUs granted as part of annual compensation, calculated based on the grant date (for 2024 Year-End PSU awards granted in January 2025, Shares at Risk will be subject to transfer restrictions through January 2029). |

  86. Robust Risk-Balancing Features

    | | Cause | Failure to Consider Risk | | | Each employee who receives equity-based awards as part of their year-end compensation (since the firm’s IPO); participants in the Carried Interest Program | Each employee who receives equity-based awards as part of their year-end compensation (since 2009 year-end); participants in the Carried Interest Program | | | 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 | | | All outstanding equity-based awards (e.g., PSUs, RSUs, SVC Awards and underlying Shares at Risk) as well as carry points and related distributions pursuant to the Carried Interest Program, in each case at the time the conduct constituting 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, the retention period, or, for SVC Awards, the entire performance period) as well as carry points and related distributions pursuant to the Carried Interest Program |

  87. 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 ); |

  88. Executive Compensation

    | 2024 | ∎ “Bonus” is cash variable compensation for 2024 ∎ “Stock Awards” are PSUs awarded for 2023 (referred to as 2023 Year-End PSUs) | | 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 Mr. Coleman and Ms. Ruemmler in 2022 |

  89. Executive Compensation

    | 2024 Summary Compensation Table |

  90. Executive Compensation

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | | | Change in Pension Value ($) (c) | All Other Compen- sation ($) (d) | Total ($) | | | | | | Year-End Awards (a) | SVC Award (b) | Total | | | | | David Solomon Chairman and CEO | 2024 | 2,000,000 | 8,325,000 | 19,839,812 | — | 19,839,812 | — | 1,125,298 | 31,290,110 | | | 2023 | 2,000,000 | 8,700,000 | 15,649,863 | — | 15,649,863 | 99 | 653,298 | 27,003,260 | | | 2022 | 2,000,000 | 6,900,000 | 22,404,343 | — | 22,404,343 | — | 860,988 | 32,165,331 | | John Waldron President and COO | 2024 | 1,850,000 | 11,568,000 | 16,506,948 | — | 16,506,948 | — | 1,046,600 | 30,971,548 | | | 2023 | 1,850,000 | 11,260,000 | 12,626,934 | — | 12,626,934 | 492 | 564,258 | 26,301,684 | | | 2022 | 1,850,000 | 8,660,000 | 18,127,364 | — | 18,127,364 | — | 515,578 | 29,152,942 | | Denis Coleman CFO | 2024 | 1,850,000 | 8,048,000 | 10,643,117 | — | 10,643,117 | — | 537,693 | 21,078,810 | | | 2023 | 1,850,000 | 7,260,000 | 8,835,914 | — | 8,835,914 | 2,360 | 661,244 | 18,609,518 | | | 2022 | 1,850,000 | 6,060,000 | 11,158,962 | 3,341,555 | 14,500,517 | — | 1,248,353 | 23,658,870 | | Kathryn Ruemmler CLO and General Counsel | 2024 | 1,500,000 | 7,560,000 | 8,305,400 | — | 8,305,400 | — | 269,689 | 17,635,089 | | | 2023 | 1,500,000 | 5,800,000 | 5,947,730 | — | 5,947,730 | — | 128,494 | 13,376,224 | | | 2022 | 1,500,000 | 4,200,000 | 9,021,951 | 2,339,034 | 11,360,985 | — | 68,859 | 17,129,844 | | John Rogers Executive Vice President | 2024 | 1,500,000 | 5,220,000 | 6,587,141 | — | 6,587,141 | 244 | 770,528 | 14,077,913 |

  91. Executive Compensation

    | 2024 Grants of Plan-Based Awards |

  92. Executive Compensation

    | (a) Consists of 2023 Year-End PSUs granted in January 2024. See — 2024 Outstanding Equity Awards at Fiscal Year-End and — Potential Payments upon Termination or Change in Control below for additional information. |

  93. Executive Compensation

    | 2024 Outstanding Equity Awards at Fiscal Year-End |

  94. Executive Compensation

    | 2024 Stock Vested |

  95. Executive Compensation

    | 2024 Pension Benefits |

  96. Executive Compensation

    | 2024 Non-Qualified Deferred Compensation |

  97. Executive Compensation

    | Potential Payments upon Termination or Change in Control |

  98. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with SEC rules, we have calculated the ratio between the 2024 compensation of our CEO and the median of the 2024 compensation of all of our employees (other than the CEO) (Median Compensation Amount).

  99. 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 2024 is $162,703. |

  100. 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. |

  101. Pay Ratio Disclosure

    | » | SEC rules permit identification of this median employee once every three years. As such, the Median Compensation Amount for 2024 reflects the 2024 “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. |

  102. Pay Ratio Disclosure

    | ∎ | Mr. Solomon’s compensation for 2024, as disclosed in the Summary Compensation Table, is $31,290,110, and the ratio between this amount and the Median Compensation Amount is approximately 192:1. |

  103. 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.

  104. 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—2024 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.

  105. Pay Versus Performance Disclosure

    | ∎ ROE ∎ ROTE ∎ Efficiency Ratio |

  106. Pay Versus Performance Disclosure

    | Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 69 |

  107. Pay Versus Performance Disclosure

    COMPENSATION MATTERS—PAY VERSUS PERFORMANCE DISCLOSURE In addition, other equity-based awards, including the SVC Awards and Retention RSUs, as well as the Carried Interest Program, further tie recipients interests to the firm’s longer-term performance across a variety of metrics (e.g., absolute and relative TSR, stock price, fund performance). 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. As a result, this information does not reflect compensation that is actually paid or realized. For more information, please refer to our Stock Vested table in the applicable proxy statement for each year in — Executive Compensation for the value realized by NEOs on the vesting of these awards, if any.

  108. Pay Versus Performance Disclosure

    | 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 ($) | | | | 2024 | 31,290,110 | 119,993,627 (f) | 20,940,840 | 63,890,830 (g) | 282 | 173 | 14,276,000 | 12.7 | | 2023 (h) | 27,003,260 | 12,679,678 | 18,143,166 | 9,477,181 | 185 | 133 | 8,516,000 | 7.5 | | 2022 (h) | 32,165,331 | 27,305,561 | 22,779,325 | 23,679,400 | 160 | 118 | 11,261,000 | 10.2 | | 2021 (h) | 40,682,451 | 97,365,822 | 21,532,279 | 43,700,264 | 173 | 132 | 21,635,000 | 23.0 | | 2020 (h) | 24,433,945 | 29,585,402 | 15,479,289 | 15,479,447 | 117 | 98 | 9,459,000 | 11.1 |

  109. Pay Versus Performance Disclosure

    | (a) As Chairman and CEO in each of 2024, 2023, 2022, 2021 and 2020, Mr. Solomon was our principal executive officer (PEO) under SEC rules. |

  110. Pay Versus Performance Disclosure

    | (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. |

  111. Pay Versus Performance Disclosure

    The SEC rules require fair values to be calculated. Fair values were calculated as follows: With respect to outstanding PSUs for which the performance period has not been completed, fair value was calculated by estimating probable performance which considers actual performance for the firm and Peers. With respect to outstanding SVC Awards for which the performance period has not been completed, fair value was calculated to reflect estimated level of achievement against absolute and relative thresholds, based upon the probability of achieving the award’s goals. Fair Values as of December 31, 2024 . Fair Value of the 2023 Year-End PSUs as of December 31, 2024 was determined by multiplying 150% of the target number of PSUs by $572.62, the closing price per share of Common Stock on the NYSE on December 31, 2024 and including an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2022 Year-End PSUs as of December 31, 2024 was determined by multiplying approximately 71% of the target number of PSUs by $572.62, the closing price per share of Common Stock on the NYSE on December 31, 2024 and including an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2021 Year-End PSUs as of December 31, 2024 was determined by multiplying approximately 92% of the target number of PSUs by $572.62, the closing price per share of Common Stock on the NYSE on December 31, 2024 and including an approximately 5% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2021 Year-End U.K. PSUs as of December 31, 2024 was determined by multiplying approximately 92% of the target number of PSUs by $572.62, the closing price per share of Common Stock on the NYSE on December 31, 2024, and including an approximately 6% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Fair value of the SVC Awards as of December 31, 2024 was determined by multiplying approximately 111% of the target number of SVC awards by $572.62, the closing price per share of Common Stock on the NYSE on December 31, 2024, and including an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these awards. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2024 was determined by multiplying the aggregate number of RSUs by $572.62, the closing price per share of Common Stock on the NYSE on December 31, 2024, the vesting date.

  112. Pay Versus Performance Disclosure

    | (c) In 2024, our non-PEO NEOs were Messrs. Waldron, Coleman and Rogers and Ms. Ruemmler (the 2024 Other NEOs). In 2023, our non-PEO NEOs were Messrs. Waldron, Coleman and Philip Berlinski (our former Global Treasurer) and Ms. Ruemmler (the 2023 Other NEOs). In 2022, our non-PEO NEOs were Messrs. Waldron, Coleman and Berlinski and Ms. Ruemmler (the 2022 Other NEOs). In 2021, our non-PEO NEOs were Mr. Waldron, Stephen Scherr (our former CFO), Ms. Ruemmler and Mr. Berlinski (the 2021 Other NEOs). In 2020, our non-PEO NEOs were Messrs. Waldron, Scherr and Rogers and Karen Seymour (our former General Counsel) (the 2020 Other NEOs). |

  113. Pay Versus Performance Disclosure

    | (d) Reflects value of fixed $100 investment made on December 31, 2019. With respect to each of 2024, 2023, 2022, 2021 and 2020, Peer Group Total Shareholder Return reflects total shareholder return of S&P 500 Financials Index. |

  114. Pay Versus Performance Disclosure

    | (e) Information in this column reflects “Net Earnings” as reported in our Annual Reports on Form 10-K as we do not use the term “Net Income.” |

  115. Pay Versus Performance Disclosure

    | 70 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  116. Pay Versus Performance Disclosure

    COMPENSATION MATTERS—PAY VERSUS PERFORMANCE DISCLOSURE

  117. Pay Versus Performance Disclosure

    | (f) With respect to our PEO, using as a starting point $31,290,110, our PEO’s total compensation for 2024, as reported in our Summary Compensation Table, we: (i) deducted $19,839,812, the grant date fair value of his 2023 Year-End PSUs; (ii) added $44,735,061, the fair value of his 2023 Year-End PSUs as of December 31, 2024; (iii) added $13,831,055, the change in the fair value of his 2022 Year-End PSUs between December 31, 2023 and December 31, 2024; (iv) added $18,053,577, the change in the fair value of his 2021 Year-End PSUs between December 31, 2023 and December 31, 2024; (v) added $1,991,403, the change in the fair value of his 2020 Year-End PSUs between (A) December 31, 2023 and (B) April 30, 2024, the settlement date, determined as described in footnote (c) to the 2024 Stock Vested table and, with respect to the stock-settled portion of the award, including an approximately 7% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (vi) added $28,321,313, the change in the fair value of his SVC Award between December 31, 2023 and December 31, 2024 and (vii) added $1,610,920, the value of the dividends paid in respect of his 2020 Year-End PSUs prior to the vesting of such PSUs. There are no applicable service costs or prior service costs under the GS Pension Plan. |

  118. Pay Versus Performance Disclosure

    | (g) With respect to the 2024 Other NEOs, using as a starting point $20,940,840, the average total compensation for 2024 for our 2024 Other NEOs, as collectively reported in our Summary Compensation Table, we: (i) deducted $10,510,652, the average of the aggregate grant date fair values of our 2024 Other NEOs’ 2023 Year-End PSUs; (ii) added $23,766,051, the average of the fair values of our 2024 Other NEOs’ 2023 Year-End PSUs as of December 31, 2024; (iii) added $28,987,349, the average of the change in the fair value of (A) the 2024 Other NEOs’ 2022 Year-End PSUs between December 31, 2023 and December 31, 2024; (B) the 2024 Other NEOs’ 2021 Year-End PSUs between December 31, 2023 and December 31, 2024; (C) Messrs. Waldron and Rogers’ and Ms. Ruemmler’s 2020 Year-End PSUs between December 31, 2023 and April 30, 2024, the settlement date, in each case determined as described in footnote (c) to the 2024 Stock Vested table and, with respect to the stock settled portion of the award, including an approximately 7% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (D) Mr. Coleman’s 2021 Year-End U.K. PSUs between December 31, 2023 and December 31, 2024; (E) our 2024 Other NEOs’ SVC Awards between December 31, 2023 and December 31, 2024; and (F) one-third of Ms. Ruemmler’s April 2020 RSUs between December 31, 2023 and December 31, 2024, the vesting date; (iv) added $707,301, the average value of the dividends paid to (A) Messrs. Waldron and Rogers and Ms. Ruemmler in respect of their 2020 Year-End PSUs and (B) Ms. Ruemmler in respect of her April 2020 RSUs, in each case prior to the vesting of such PSUs and RSUs and (v) deducted $61, the average aggregate change in the actuarial present value of our 2024 Other NEOs’ accumulated benefits under the GS Pension Plan. There are no applicable service costs or prior service costs under the GS Pension Plan. |

  119. Pay Versus Performance Disclosure

    | (h) Pursuant to SEC rules, no footnote disclosure has been provided with respect to fiscal years 2020-2023, except where it may be material to understanding the Pay Versus Performance for fiscal year 2024. Note that the dollar amounts reported in the “Summary Compensation Table Total for PEO” column and the “Average Summary Compensation Table Total for Non-PEO Named Executive Officers” column for 2020-2023 have been updated to include carried interest distributed to our NEOs in the applicable year (which amounts were previously referred to as overrides and were previously disclosed in Certain Relationships and Transactions ). |

  120. “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, 2022-2023 and 2023-2024 unless otherwise noted. 32% 73% 107% 129% 183% 231% Peer Group TSR % (2020 - 2021)* GS TSR % (2020 - 2021) ROE (YoY%) Net Income (YoY%) Non-PEO Avg. CAP (YoY%) PEO CAP (YoY%) FYE 2021 18% 60% -56% -48% -46% -72% Peer Group TSR % (2020 - 2022)* GS TSR % (2020 - 2022) ROE (YoY%) Net Income (YoY%) Non-PEO Avg. CAP (YoY%) PEO CAP (YoY%) FYE 2022 33% 85% -26% -24% -60% -54% Peer Group TSR % (2020 - 2023)* GS TSR % (2020 - 2023) ROE (YoY%) Net Income (YoY%) Non-PEO Avg. CAP (YoY%) PEO CAP (YoY%) FYE 2023 73% 182% 69% 68% 811% 552% Peer Group TSR % (2020 - 2024)* GS TSR % (2020 - 2024) ROE (YoY%) Net Income (YoY%) Non-PEO Avg. CAP(YoY%) PEO CAP (YoY%) FYE 2024 * Peer Group TSR reflects total shareholder return of S&P 500 Financials Index

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

    | Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 71 |

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

    2024 DIRECTOR COMPENSATION PROGRAM

  123. Director Compensation Program

    Director Compensation Program

  124. Director Compensation Program

    | 2024 Director Compensation Program |

  125. 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 2024 Director Compensation Program consisted of:

  126. Director Compensation Program

    | Components of Director Compensation Program for 2024 Service(a)(b) | Annual Value of Award | Form and Timing of Payment | | Annual RSU Grant | $350,000 | RSUs, granted annually in arrears | | Annual Retainer | $100,000 | RSUs or cash, as per director election, paid quarterly in arrears | | Total Annual Base Compensation | $450,000 | | | Committee Chair Fee (if applicable) | $25,000 | RSUs or cash, as per director election, paid quarterly in arrears |

  127. 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. The Chair of the TRiS receives compensation as a Committee Chair. |

  128. Director Compensation Program

    | (b) Directors who also serve on the board of one of our subsidiaries (e.g., Goldman Sachs Bank USA, Goldman Sachs International) also receive (as applicable) $50,000 for service as a subsidiary board member or $100,000 for service as a subsidiary board chair in recognition of the additional time and workload associated with these roles. |

  129. Director Compensation Program

    In December 2024, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2025 Director Compensation Program in an amount unchanged from 2024 levels. In connection with this review, the Governance Committee took into account:

  130. Director Compensation Program

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

  131. Director Compensation Program

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

  132. Director Compensation Program

    | ∎ | Feedback from stakeholders; and |

  133. Director Compensation Program

    | ∎ | The Director Compensation Program limits in the 2025 SIP, proposed for approval at the 2025 Annual Meeting (see —Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2025)). |

  134. Director Compensation Program

    | Key Features of Director Compensation | | | | ∎ Designed to attract and retain highly qualified directors with diverse skills, experiences & viewpoints ∎ 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 ∎ 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 |

  135. Director Compensation Program

    | 72 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  136. Director Compensation Program

    RETENTION OF INDEPENDENT DIRECTOR COMPENSATION CONSULTANT

  137. Director Compensation Program

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

  138. Director Compensation Program

    | What We Do | What We Don’t Do | | Emphasis on Equity Compensation: The majority of director compensation (at least 70%) 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 | 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 | | 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 transition period for new directors | |

  139. Director Compensation Program

    | Retention of Independent Director Compensation Consultant |

  140. Director Compensation Program

    In 2024, 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 fixed amount of annual director compensation specified in the 2021 SIP. 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.

  141. Director Compensation Program

    | 2024 Director Summary Compensation Table |

  142. 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 2024 and cash compensation earned for 2024. The Annual Retainer and/or Committee Chair Fee is paid or granted quarterly, in arrears, in accordance with director elections, and the Annual Grant is made shortly after year-end. Accordingly, this table includes (as may be applicable depending on director election and/or Chair role):

  143. Director Compensation Program

    | ∎ | RSUs granted in January 2024 for services performed in 2023 (2023 Annual Grant and fourth quarter grant of the 2023 Annual Retainer and Committee Chair Fee); |

  144. Director Compensation Program

    | ∎ | RSUs granted during 2024 for services performed in 2024 (the first three quarters of the 2024 Annual Retainer and Committee Chair Fee); and |

  145. Director Compensation Program

    | ∎ | Cash earned for services performed in 2024 (2024 Annual Retainer and Committee Chair Fee). |

  146. Director Compensation Program

    | Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 73 |

  147. Director Compensation Program

    2024 DIRECTOR SUMMARY COMPENSATION TABLE 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.

  148. Director Compensation Program

    | | 2024 Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | | | All Other Compensation ($)(e)(f) | Total ($) | | | | 2023 Program(c) | 2024 Program(d) | Total | | | | Michele Burns | 100,000 | 349,646 | — | 349,646 | 70,000 | 519,646 | | Mark Flaherty | 100,000 | 349,646 | — | 349,646 | 20,000 | 469,646 | | Kimberley Harris | 125,000 | 349,646 | — | 349,646 | 20,000 | 494,646 | | John Hess* | 58,333 | — | — | — | — | 58,333 | | Kevin Johnson | — | 373,785 | 75,586 | 449,371 | 70,816 | 520,187 | | Ellen Kullman | 125,000 | 349,646 | — | 349,646 | 20,000 | 494,646 | | Lakshmi Mittal | — | 373,785 | 75,586 | 449,371 | — | 449,371 | | Thomas Montag | 118,750 | 174,634 | — | 174,634 | 20,000 | 313,384 | | Adebayo Ogunlesi* | 10,417 | 380,197 | 31,352 | 411,549 | — | 421,966 | | Peter Oppenheimer | — | 380,197 | 94,304 | 474,501 | 120,858 | 595,359 | | Jan Tighe | 114,583 | 349,646 | — | 349,646 | 70,816 | 535,045 | | Jessica Uhl* | 33,333 | 349,646 | — | 349,646 | 20,000 | 402,979 | | David Viniar | 125,000 | 349,646 | — | 349,646 | 20,000 | 494,646 |

  149. Director Compensation Program

    | * Adebayo Ogunlesi and Jessica Uhl retired from our Board at the 2024 Annual Meeting. Mr. Hess joined our Board in June 2024. |

  150. Director Compensation Program

    | (a) Includes 2024 Annual Retainer and, as applicable, 2024 Committee Chair Fee. For 2024, each of Ms. Burns, Ms. Harris, Ms. Kullman, Vice Admiral Tighe and Ms. Uhl and Messrs. Flaherty, Hess, Montag and Viniar elected to receive their Annual Retainer and, as applicable, Committee Chair Fees in cash (with proration, as applicable, for the number of months served). Mr. Ogunlesi received a portion of his 2024 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. |

  151. Director Compensation Program

    | (b) 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. |

  152. Director Compensation Program

    | (c) Includes 2023 Annual Grant (for all directors who served during 2023, with proration, as applicable, for the number of months served) and, for each of Messrs. Johnson, Mittal, Ogunlesi and Oppenheimer pursuant to their 2023 election, the fourth quarter grant of the 2023 Annual Retainer and/or Committee Chair Fee. These values reflect the grant date fair value of RSUs granted on January 17, 2024 for service in 2023 based on the closing price per share of Common Stock on the NYSE on the date of grant ($377.18). |

  153. Director Compensation Program

    | (d) Includes 2024 Annual Retainer and, as applicable, 2024 Committee Chair Fee for each of Messrs. Johnson, Mittal, Ogunlesi (prior to his retirement) and Oppenheimer pursuant to their 2024 election (with proration, as applicable, for the number of months served). These values reflect the grant date fair value of RSUs granted for the first through third quarters during 2024 for service in 2024. 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 16, 2024 ($396.86), July 16, 2024 ($503.02) and October 16, 2024 ($529.86). RSUs in respect of the fourth quarter grant of the 2024 Annual Retainer and 2024 Committee Chair Fee, as well as the 2024 Annual Grant, were granted on January 16, 2025 and are not required to be disclosed in this table but will be reflected in the 2025 Director Summary Compensation Table in our proxy statement for our 2026 Annual Meeting of Shareholders, per SEC rules. |

  154. Director Compensation Program

    | (e) These values include 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 24, 2025 under the Goldman Sachs employee matching gift program for 2024. 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. |

  155. Director Compensation Program

    | (f) Our directors who also served on the board of one of our subsidiaries during 2024 were entitled to a cash retainer of $50,000 for service as a subsidiary board member (Ms. Burns, Mr. Johnson and Vice Admiral Tighe) or $100,000 for service as a subsidiary board chair (Mr. Oppenheimer). If applicable, the subsidiary board retainer is prorated according to the number of months served. For Ms. Burns, the amount included represents her cash retainer for Goldman Sachs International board service during 2024. Each of Messrs. Johnson and Oppenheimer and Vice Admiral Tighe elected to have such subsidiary board retainer paid in RSUs (with any such RSUs granted consistent with the RSUs described in footnote (d) 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). To this end, the amounts included represent the value of RSUs granted in 2024 for GS Bank board service (the fourth quarter grant made in January 2024 for service in 2023 and the first through third quarter grants for 2024 service). |

  156. Director Compensation Program

    We also reimburse directors for their out-of-pocket expenses (or pay such expenses directly) (such as with respect to travel and lodging) in connection with attendance of Board meetings or performance of other services for our firm in their capacities as directors. 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 24, 2025, including RSUs granted in January 2025 for services performed in 2024 (the 2024 Annual Grant, the fourth quarter grant for the 2024 Annual Retainer and, as applicable, Committee Chair Fee and the fourth quarter grant for the 2024 subsidiary retainer, as applicable). For more information on the work of our Board and its Committees, see Corporate Governance.

  157. Director Compensation Program

    | 74 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |

  158. Director Compensation Program

    KEY FACTS ABOUT THE 2025 SIP

  159. Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2025)

    | 4-year extension of our equity plan | No new shares being requested | No change to Director Compensation Program | Broad-based equity compensation plan used for all equity grants |

  160. Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2025)

    | » | No change to our fixed Director Compensation Program limits |

  161. Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2025)

    | Director Compensation Program limits, which cannot be amended without shareholder approval | No hedging or pledging of equity-based awards | | No repricing or below-market grants of stock options and stock appreciation rights (SARs) | 50% Change in Control and merger consummation thresholds | | No “evergreen” provision (i.e., no automatic increase in the number of shares available under the plan) | Double-trigger Change in Control provision (i.e., no acceleration of vesting, delivery or transferability based on a Change in Control alone) |