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THE GOLDMAN SACHS GROUP, INC.
Proxy Statement
2023
Annual Meeting
of Shareholders
THE GOLDMAN SACHS GROUP, INC.—NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
The Goldman Sachs Group, Inc.
200 West Street, New York, New York 10282
Notice of 2023 Annual Meeting of Shareholders
| Items of Business
∎ Item 1. Election to our Board of Directors of the 12 director nominees named in the attached Proxy Statement as further described herein
∎ Item 2. An advisory vote to approve executive compensation (Say on Pay)
∎ Item 3. An advisory vote on the frequency of Say on Pay votes
∎ Item 4. Ratification of the appointment of PwC as our independent registered public accounting firm for 2023
∎ Items 5-12. Consideration of certain shareholder proposals, if properly presented by each shareholder proponent
∎ Transaction of such other business as may properly come before our 2023 Annual Meeting of Shareholders |
Time |
8:30 a.m., Dallas time | ||||
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Date |
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Place |
The Fairmont Dallas 1717 N. Akard Street Dallas, Texas 75201
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| For more information, see Frequently Asked Questions
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The close of business on the record date is when it is determined which of our shareholders are entitled to vote at our 2023 Annual Meeting of Shareholders, or any adjournments or postponements thereof
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Your vote is important to us. Please exercise your shareholder right to vote.
By Order of the Board of Directors,
Beverly O’Toole
Assistant Secretary
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 26, 2023. Our Proxy Statement, 2022 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials. By March 17, 2023, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice includes instructions on how to access our Proxy Statement and 2022 Annual Report to Shareholders and how to vote online. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 21, 2023. For more information, see Frequently Asked Questions.
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
TABLE OF CONTENTS
Table of Contents
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| Overview of Annual Compensation Elements and Key Pay Practices |
41 | |||
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| Equity-Based Variable Compensation Elements of Annual Compensation—A More Detailed Look |
49 | |||
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| 65 | ||||
| Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) |
66 | |||
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| Item 3. An Advisory Vote on the Frequency of Say on Pay Votes |
67 | |||
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| 72 | ||||
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| Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023 |
75 | |||
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This Proxy Statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our businesses, expense savings initiatives, interest expense savings, funding optimization and durability of earnings as well as the effectiveness of our management of our human capital, including our aspirational diversity goals, and may relate to, among other things, our future plans and results, including the impact of our strategic realignment and our target ROE , ROTE, efficiency ratio and CET1 ratio, and how they can be achieved, and goals relating to our sustainability initiatives. It is possible that the firm’s actual results, including the incremental revenues and savings, enhanced funding optimization and increase in durability of earnings, if any, from such initiatives, and financial condition may differ, possibly materially, from the anticipated results, financial condition and incremental revenues and savings, enhanced funding optimization or increased durability in earnings indicated in these forward-looking statements. Statements about Goldman Sachs’ business, savings and other initiatives are subject to the risk that our businesses may be unable to generate additional incremental revenues or reduce expenses consistent with current expectations. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in Goldman Sachs’ Annual Report on Form 10-K for the year ended December 31, 2022.
References to our website or other links to our publications or other information are provided for the convenience of our shareholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC.
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
i |
LETTER FROM OUR CHAIRMAN AND CEO
Letter from our Chairman and CEO
March 17, 2023
Fellow Shareholders:
I am pleased to invite you to attend the 2023 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc., which will be held on Wednesday, April 26, 2023 at 8:30 a.m., local time, at the Fairmont Dallas hotel in Dallas, Texas. Enclosed you will find a notice setting forth the items we expect to address during the meeting, a letter from our Lead Director, our Proxy Statement, a form of proxy and a copy of our 2022 Annual Report to Shareholders. Your vote is important to us. Even if you do not plan to attend the meeting, we hope your votes will be represented.
Included with the Annual Report is our 2022 letter to shareholders, where we discuss how our people navigated a difficult environment to deliver for shareholders. We lay out what we have learned from three years of executing our long-term strategy and why we decided to reorganize the firm and sharpen our focus. And we explain how, even in the face of unexpected challenges, our people have continued to learn and adapt, serve our clients and produce more durable returns for our shareholders.
I would like to personally thank you for your continued support of Goldman Sachs as we continue to invest together in the future of this firm. We look forward to engaging with our shareholders at our Annual Meeting.
David Solomon
Chairman and Chief Executive Officer
|
Our Purpose |
| We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership, |
| client service, integrity and excellence.
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| Our Core Values | ||||||
| We distilled our Business Principles into 4 Core Values that inform everything we do: |
| |||||
| Partnership
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Client Service
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Integrity
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Excellence
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS ii |
LETTER FROM OUR LEAD DIRECTOR
Letter from our Lead Director
March 17, 2023
To my fellow shareholders,
With our 2023 Annual Meeting approaching, it is once again my distinct privilege as your Lead Director to reflect upon the last year and share with you my observations on some of the work of our Board and Committees.
2022 provided a unique set of challenges and opportunities for the firm and its leaders to navigate. Under the leadership of David Solomon, John Waldron and Denis Coleman, and with the oversight of the Board, the firm remained nimble, was able to support our clients across the breadth of our global franchises, and prudently managed capital, liquidity, and financial and nonfinancial risks, in order to deliver the firm’s second highest ever net revenues and double-digit returns for shareholders.
As you heard in more detail from David and our leadership team last month during our 2023 Investor Day presentations, 2022 also provided an important inflection point to further evolve our strategy, realign our businesses, reorient the firm for the forward opportunity set and reinvest in our culture. I hope that this recent Investor Day provided you with important clarity on the firm’s strategic path. The Board is fully supportive of management’s ongoing focus on enhancing transparency and accountability, and our 2023 Investor Day was an important affirmation of this.
As I’ve communicated to you before, we as a Board are cognizant of our role as stewards of your investment, and we will continue to engage with management on – and hold management accountable for – creating long-term value for you, our shareholders. To this end, as a Board, we engaged regularly over the course of the year – not only with David, John and Denis – but with the broader management and control teams as well as with employees across the firm – on the key drivers and risks relating to the execution of our strategy on firmwide, regional and business levels.
Execution of our strategy and a focus on prudent resource management will continue to be top of mind for the Board in the coming year. We will continue to focus not only on our financial results but also on how they are achieved; we firmly believe that long-term value creation and the realization of our communicated goals necessitates a commitment to our culture and Core Values, sound risk management and controls, and an unwavering dedication to our clients and our people. In this regard, we remain steadfast in our determination to maintain a strong and appropriately resourced control environment.
We also continue to oversee management’s investment in our future. This includes maintaining our focus on fundamental considerations and priorities, such as attracting and retaining the best talent, continued progress around diversity, inclusion and equity, the development of the firm’s “next generation” of leaders, the strength, depth and diversity of our leadership bench, further progress toward achieving our sustainable finance targets, and reinvesting in and strengthening our culture.
For example, as you will see in the Key Areas of Board Oversight section of this Proxy Statement, the firm recently launched a series of cultural stewardship and connection programs to reaffirm and reinvest in its culture. The firm’s culture is a topic that we as directors regularly discuss – and will continue to discuss – with management. Investing in the firm’s culture is a strategic imperative, particularly after the growth we have experienced over the last several years, and we are supportive of the steps that the firm has taken and continues to take in this regard.
In carrying out our work, the Board met actively throughout 2022, with 65 Board and Committee meetings, and for me, as Lead Director, over 65 additional meetings, calls and engagements with the firm and our people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 20% of our shares outstanding. Similarly, my fellow Committee Chairs held over 140 such meetings during 2022. This broad and comprehensive engagement outside the boardroom provides us with key insights into the firm’s businesses and its people.
As you will see detailed in this Proxy Statement, there have been a number of changes to our Board over the past year, each of which was the result of our ongoing reviews of Board composition and governance processes, including with respect to board leadership succession planning. These processes and practices help to ensure that our Board has an appropriate and diverse mix of skills and experiences, strong independent leadership, and sound governance so that we can effectively carry out our responsibilities.
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
iii |
LETTER FROM OUR LEAD DIRECTOR
In October 2022, we were pleased to welcome Kevin Johnson, the recently retired CEO of Starbucks, to our Board. Kevin has already proven to be an invaluable member of the Board, drawing upon his experiences across a breadth of subjects, including consumer leadership, technology and international business, as well as his many years as a business leader and director, to provide seasoned judgment to our Board.
I also want to take a moment to extend my gratitude – on behalf of the entire Board and the firm – to Mark Winkelman and Drew Faust, who are not standing for re-election pursuant to our retirement age policy, and will be retiring from our Board at our Annual Meeting. Each of them has been a dedicated steward of shareholder and other stakeholder interests, with a resolute focus on financial and nonfinancial risk management and unwavering commitment to the firm’s culture and reputation. Their contributions, including Mark’s role as Chair of our Risk Committee and, more recently, Chair of our Compensation Committee, and Drew’s relentless focus on our people, culture, reputation and One Goldman Sachs, are too numerous to detail. We wish them both continued success.
As a result of our ongoing board leadership succession process, I am pleased to report that David Viniar assumed the role of Risk Chair in the Fall, bringing to bear his deep financial acumen and broad expertise across the breadth of the risk spectrum. I am also happy to share that, upon Mark’s retirement, Kimberley Harris will become Chair of our Compensation Committee. In this new leadership role, Kim will draw upon her cross-disciplinary perspective, and public policy and regulatory expertise, garnered from her range of experiences acting as a trusted advisor in both the public and private sectors.
With respect to the firm’s governance beyond The Goldman Sachs Group, Inc. level, I wanted to highlight several steps that the Board has taken over the past year to further strengthen our connection to the firm’s subsidiary boards. For example, in February 2023, Peter Oppenheimer assumed the additional role of chair of the board of our subsidiary, Goldman Sachs Bank USA, having joined the bank board in August 2022, and, in March, Michele Burns also joined the board of our U.K. subsidiary, Goldman Sachs International, replacing Mark Winkelman. I am grateful to each of Peter and Michele for taking on these additional roles to enhance the critical connectively of our Board to these key entities.
On behalf of my colleagues on the Board, I am grateful for your ongoing support. We value your investment in our firm and our continued engagement, which informs our work. I look forward to our ongoing dialogue in the year to come.
Adebayo Ogunlesi
Independent Lead Director
| iv | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
EXECUTIVE SUMMARY—2023 ANNUAL MEETING INFORMATION
Executive Summary
This summary highlights information from our Proxy Statement for the 2023 Annual Meeting. You should read the entire Proxy Statement carefully before voting. Please refer to our glossary in Frequently Asked Questions on page 105 for definitions of some of the terms and acronyms we use.
2023 Annual Meeting Information
| Date, Time and Place |
8:30 a.m., Dallas time Wednesday, April 26, 2023 |
The Fairmont Dallas 1717 N. Akard Street Dallas, Texas 75201 | ||
| Record Date |
February 27, 2023
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| Admission |
Photo identification and proof of ownership as of the record date are required to attend our Annual Meeting.
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| Webcast |
Our Annual Meeting will also be available through an audio webcast, which will be accessible to the public at www.gs.com/proxymaterials.
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For additional information about our Annual Meeting, see Frequently Asked Questions.
Matters to be Voted on at our 2023 Annual Meeting
| Board Recommendation |
Page | |||
| Item 1. Election of Directors |
FOR each director | 8 | ||
| Other Management Proposals |
||||
| Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) |
FOR | 66 | ||
| Item 3. An Advisory Vote on the Frequency of Say on Pay Votes |
EVERY YEAR | 67 | ||
| Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023 |
FOR | 75 | ||
| Shareholder Proposals |
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| Item 5. Shareholder Proposal Regarding a Report on Lobbying Requests that the firm prepare a report disclosing various policies, procedures and expenditures relating to lobbying |
AGAINST | 78 | ||
| Item 6. Shareholder Proposal Regarding a Policy for an Independent Chair Requests that the Board adopt a policy to require that the chair of the Board be an independent director |
AGAINST | 81 | ||
| Item 7. Shareholder Proposal Regarding Chinese Congruency of Certain ETFs Requests that the Board commission and publish a third-party review of whether the firm’s China-focused exchange traded funds (ETFs) align with its commitments |
AGAINST | 83 | ||
| Item 8. Shareholder Proposal Regarding a Racial Equity Audit Requests that the Board oversee a racial equity audit analyzing the firm’s impacts on nonwhite stakeholders and communities of color |
AGAINST | 85 | ||
| Item 9. Shareholder Proposal Regarding a Policy to Phase Out Fossil Fuel-Related Lending & Underwriting Activities Requests that the Board adopt a policy for a time-bound phase-out of the firm’s lending and underwriting to projects and companies engaging in new fossil fuel exploration and development |
AGAINST | 88 | ||
| Item 10. Shareholder Proposal Regarding Disclosure of 2030 Absolute Greenhouse Gas Reduction Goals Requests that the firm issue a report disclosing 2030 absolute greenhouse gas emissions reduction targets covering both lending and underwriting for certain high emitting sectors |
AGAINST | 90 | ||
| Item 11. Shareholder Proposal Regarding Climate Transition Report Requests that the firm issue a report disclosing a transition plan that describes how it intends to align its financing activities with its 2030 sectoral greenhouse gas emissions reduction targets |
AGAINST | 92 | ||
| Item 12. Shareholder Proposal Regarding Reporting on Pay Equity Requests that the firm report annually on unadjusted median and adjusted pay gaps across race and gender |
AGAINST | 94 | ||
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
1 |
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
Strategy and Performance Highlights
We encourage you to read the following Strategy and Performance Highlights as background to this Proxy Statement.
| The operating environment in 2022 was challenging, but the strength of our client franchises allowed us to support our clients globally across a wide range of needs and enabled us to deliver double-digit returns for our shareholders |
| 2022 Performance—Financial Highlights | ||||||
| Net Revenues $47.4 billion 2nd highest full-year net revenues |
EPS $30.06 2nd highest full-year EPS | |||||
|
ROE 10.2% |
ROTE(a) 11.0% |
Pre-Tax Earnings $13.5 billion |
BVPS Growth 6.7% Year-over-Year (YoY) | |||
| Standardized CET1 Capital Ratio 15.0% |
Efficiency Ratio 65.8% |
1-Year TSR -7.9% (compares to Peer(b) average of -17.3%) |
Dividend 25% increase in the quarterly dividend to $2.50 per share | |||
| (a) | For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP Measures. |
| (b) | Please refer to our glossary in Frequently Asked Questions for the definition of Peer. |
| Key Business Highlights | ||
| Global Banking & Markets | ∎ Ranked #1 in worldwide completed M&A for 23 of the last 24 years(a)
∎ Record net revenues in FICC financing and Equities financing, and 2nd highest net revenues in FICC and Advisory
∎ Top 3 position with 77 of the top 100 institutional clients across FICC and Equities(b) | |
| Asset & Wealth Management | ∎ Record Management and other fees of $8.8 billion
∎ Record assets under supervision (AUS) of $2.5 trillion
∎ 2022 gross third-party alternatives fundraising of $72 billion | |
| Platform Solutions | ∎ Generated net revenues of $1.5 billion, more than doubling net revenues from 2021
∎ $70 billion in Transaction banking deposits as of 2022 year-end
∎ 13 million active customers and $15 billion of loans ($18 billion, gross of allowance for loan losses) in Consumer platforms as of 2022 year-end | |
|
(a) Source: Dealogic.
(b) Source: Top 100 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and/or Coalition Greenwich 1H22 Institutional Client Analytics Global Markets ranking (data as of first half of 2022). | ||
| 2 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
EXECUTIVE SUMMARY—2023 INVESTOR DAY HIGHLIGHTS
2023 Investor Day Highlights
| Why Goldman Sachs | ||||||
We have a track record of delivering for our shareholders*
| 15.3%
Average ROE since our initial public offering |
39% BVPS growth since 2019YE ~2.5x growth vs. peer** |
60% TSR since 2019YE ~4.5x growth vs. peer** |
100% Quarterly dividend per ~2.5x growth vs. peer** | |||
* Data as of December 31, 2022.
** For these calculations, peers include JPM, MS, BAC and C.
Structural improvements since Investor Day 2020
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Higher quality revenues |
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Enhanced efficiency |
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Improved capital footprint | ||||||
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| Focused on the Forward | ||||||
How we will deliver for our shareholders
| 1 | 2 | 3 | ||||
| Clear strategic direction |
Differentiated franchise, talent and culture | Track record of success | ||||
Entering the Next Phase of our Strategic Evolution
Clear strategic direction Grow and strengthen existing businesses Diversify our products and services Operate more efficiently Operating segments Global Banking & Markets Maximize wallet share and grow financing activities Asset & Wealth Management Grow management and other fees Platform Solutions Scale Platform Solutions to deliver profitability
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
3 |
EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS
Compensation Highlights (see Compensation Matters, beginning on page 34)
Highlights of our compensation program, including our Compensation Committee’s 2022 annual compensation decisions for our NEOs, are described below. It is important that you review our CD&A and compensation-related tables in this Proxy Statement for a complete understanding of our compensation program and 2022 annual compensation decisions.
| Compensation reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term results |
| 2022 Annual Compensation* |
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| Our NEOs |
Total Annual Compensation** |
Year-End PSUs*** | Equity
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|||||||
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David Solomon, Chairman and CEO |
25.0 |
16.1 |
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John Waldron, President and COO |
23.5 |
13.0 | ||||||||
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Denis Coleman, CFO |
17.0 |
9.1 | ||||||||
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Philip Berlinski, Global Treasurer |
10.0 |
5.1 | ||||||||
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Kathryn Ruemmler, CLO and General Counsel |
12.0 |
6.3 | ||||||||
| * | Reflects dollar amounts, in millions |
| ** | Salary plus annual variable compensation consisting of cash and year-end equity-based awards (100% PSUs for all NEOs). |
| *** | For more information on our PSUs, see Compensation Matters—Compensation Discussion and Analysis—Equity-Based Variable Compensation Elements of Annual Compensation—A More Detailed Look. |
| 2022 Annual Compensation for NEOs Reflects Pay-for-Performance Philosophy | ||
| Solid results despite a challenging economic backdrop |
Strong individual performance
| |
| ∎ Second highest net revenues and full-year EPS as well as double digit returns
∎ Year-over-year decline in firm performance, including due to impacts of challenging operating environment
∎ Continued progress in many of our strategic initiatives, with more work needed to fully realize longer-term ambitions |
∎ Effective leadership and set appropriate tone from the top
∎ Led ongoing execution of our strategic priorities, including business realignment
∎ Commitment to our people strategy, including advancing our culture, diversity and talent development | |
| 2022 Annual Meeting Feedback | ||
Stakeholder feedback and Say on Pay vote reflects:
CONTINUED SUPPORT FOR
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| 4 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
Corporate Governance Highlights (see Corporate Governance, beginning on page 7)
| Key Facts About our Board | ||||||
We strive to maintain a well-rounded and diverse Board that balances financial industry expertise with independence, and the institutional knowledge of longer-tenured directors coupled with the fresh perspectives brought by newer directors. Our directors bring to our Board a variety of skills and experiences developed across a broad range of industries, both in established and growth markets and in each of the public, private and not-for-profit sectors.
| Key Board Statistics | ||
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Director Nominees
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Independence of Nominees
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2022 Meetings
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| Board
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12
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11 of 12
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16(a)
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| Audit
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4
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All
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16
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| Compensation
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5
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All
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8
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| Governance
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11
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All
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7
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| Public Responsibilities
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4
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All
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6
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| Risk
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6
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All
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12
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| (a) | Includes two meetings of the Board’s 1Malaysia Development Berhad (1MDB) Remediation Special Committee. |
| Frequent Engagement Throughout 2022 | ||
| 65 Total Board and Committee Meetings |
19 Director Sessions without |
Over 200 Engagements by Lead Director and Committee Chairs with Others Outside of Formal Board Meetings |
| Diversity of Nominees Enhances Board Performance | ||
| ~42% New Nominees |
~7.3 Years Median Tenure |
~63 Years Median Age |
~58% Nominees who are |
~17% Nominees who |
| Empowered Lead Director with Expansive List of Enumerated Duties | ||
Key Pillars of Lead Director Role
| Sets and approves |
Focuses on Board effectiveness, composition and conducting evaluations |
Acts as primary Board contact for shareholder engagement and engages with regulators |
Serves as liaison between independent directors and Chair/management |
For more information on our Board’s leadership structure, see page 21.
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
5 |
EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
| Director Nominees | ||||||
| Name/Age/Director Since | Occupation/ Career Highlights |
Qualifications/Key Experience | EEO-1 Data(a) | |||||
|
|
David Solomon, 61 Chairman & CEO October 2018 |
Chairman & CEO The Goldman Sachs Group, Inc. |
∎ Engaged leader who exemplifies our Core Values ∎ Strategic thinker with deep business and industry expertise ∎ Primary face of our firm |
White (M) | ||||
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Adebayo Ogunlesi, 69* Independent Lead Director Chair, Governance October 2012 |
Chairman & CEO Global Infrastructure Partners |
∎ Strong leader with global financial services industry experience ∎ International business and global capital markets expertise ∎ Corporate governance expertise |
Black (M) | ||||
|
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Michele Burns, 65* October 2011 |
Retired (Chairman & CEO, |
∎ Compensation, governance and risk expertise ∎ Human capital management and strategic consulting experience ∎ Expertise in accounting and the review and preparation of financial statements |
White (F) | ||||
|
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Mark Flaherty, 63* December 2014 |
Retired (Vice Chairman, |
∎ Leadership experience in investment management industry ∎ Informed perspective on institutional investors’ approach to company performance and corporate governance ∎ Risk expertise |
White (M) | ||||
|
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Kimberley Harris, 52* Chair (Incoming), Compensation May 2021 |
EVP & General Counsel, NBCUniversal; EVP, Comcast Corporation |
∎ Cross-disciplinary legal experience ∎ Government and regulatory affairs expertise ∎ Informed perspective on public policy and reputational risk management |
Multiracial: Black, White (F) | ||||
|
|
Kevin Johnson, 62* October 2022 |
Retired (President and CEO, Starbucks Corporation) |
∎ Technology and consumer leader with multi-disciplinary background ∎ International business and growth markets experience ∎ Leadership and governance expertise |
White (M) | ||||
|
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Ellen Kullman, 67* Chair, Public December 2016 |
Executive Chairman, Carbon, Inc. (Retired, Chairman & CEO, E.I. du Pont de Nemours and Company) |
∎ Key leadership and strategic experience, with engineering background ∎ Corporate governance and compensation expertise ∎ Focus on reputational risk and sustainability/ESG matters |
White (F) | ||||
|
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Lakshmi Mittal, 72* June 2008 |
Executive Chairman ArcelorMittal |
∎ Leadership, business development and operations experience ∎ International business and growth markets expertise ∎ Corporate governance and international governance perspective |
Asian (M) | ||||
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Peter Oppenheimer, 60* Chair, Audit March 2014 |
Retired (Senior Vice President |
∎ Capital and risk management expertise ∎ Experienced in financial management and the review and preparation of financial statements ∎ Seasoned perspective on oversight of technology and technology risks |
White (M) | ||||
|
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Jan Tighe, 60* December 2018 |
Retired (Vice Admiral, United |
∎ Expert in technology risk, including cybersecurity ∎ Strategic planning and operations expertise ∎ Leadership and governance experience |
White (F) | ||||
|
|
Jessica Uhl, 55* July 2021 |
Retired (CFO, Shell plc) |
∎ Financial management experience, including the review and preparation of financial statements ∎ Complex risk management expertise ∎ Leadership, operations and sustainability experience |
White (F) | ||||
|
|
David Viniar, 67* Chair, Risk January 2013 |
Retired (CFO, The |
∎ Financial services industry experience, in particular risk management and regulatory affairs ∎ Deep financial acumen and insight into our firm’s financial reporting, controls and risk management ∎ Expertise in capital management processes and assessments |
White (M) | ||||
| * | Independent |
| (a) | Equal Employment Opportunity (EEO-1) categories, as self-identified. |
| 6 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—CORPORATE GOVERNANCE BEST PRACTICES
Corporate Governance
Corporate Governance Best Practices
| ∎ | Independent Lead Director with expansive duties, including setting Board agendas |
| ∎ | Regular executive sessions of independent directors |
| ∎ | CEO evaluation process conducted by our Lead Director with our Governance Committee |
| ∎ | Independent director focus on executive succession planning |
| ∎ | Comprehensive process for Board refreshment, including a focus on diversity and on succession for Board leadership positions |
| ∎ | Annual Board and Committee evaluations, which incorporate feedback on individual director performance |
| ∎ | Candid, one-on-one discussions between our Lead Director and each director supplementing formal evaluations |
| ∎ | Active, year-round engagement process, whereby we, including our Lead Director, meet and speak with our shareholders and other key stakeholders |
| ∎ | Board and Committee oversight of sustainability and other ESG matters |
| ∎ | Directors may contact any employee of our firm directly, and our Board and its Committees may engage independent advisors at their sole discretion |
| ∎ | New. Expanded existing policies to formalize a limit on the number of public company board memberships for our directors |
| ∎ | Annual elections of all directors (i.e., no staggered board) |
| ∎ | Proxy access right for shareholders, which right was adopted proactively after engagement with shareholders. In addition, shareholders are welcome to continue to recommend director candidates for consideration by our Governance Committee |
| ∎ | Majority voting with resignation policy for directors in uncontested elections |
| ∎ | Shareholders holding at least 25% of our outstanding shares of Common Stock can call a special meeting of shareholders |
| ∎ | No supermajority vote requirements in our charter or By-Laws |
| ∎ | Executive share retention and ownership requirements (as applicable), which require significant long-term share holdings by our NEOs |
| ∎ | Director share ownership requirement of 5,000 shares or RSUs, with a transition period for new directors |
| ∎ | All RSUs granted as director compensation must be held for a director’s entire tenure on our Board. Directors are not permitted to hedge or pledge these RSUs |
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Board Effectiveness |
Active Engagement | |||||||
| Working Dynamics | Board Composition | Year-Round Engagement | 2022 Firm & Board Engagement | |||||
| • Candid discussions • Open access to management • Focus on reputation |
• Broad range of skills & experiences • Independence • Diversity • Regular refreshment |
• Broad range of stakeholders • Proactive outreach • Responsiveness to areas |
• IR meetings with >35% Common Stock • Lead Director and/or our Compensation Committee Chair met with >20%
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| Board Structure | Governance Practices | Range of Topics | Feedback Provided | |||||
| • Strong Lead Director role • 5 standing Committees • All independent directors on Governance Committee |
• Candid self-evaluation • Oversight of CEO/ management performance with assessment framework • Board/management succession planning |
• Corporate governance • Firm performance • Strategic priorities/goals • Risk management • Culture & conduct • Sustainability |
• Stakeholder feedback informs Board/Committee discussions and decisions | |||||
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
7 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
| Proposal Snapshot—Item 1. Election of Directors | ||||
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What is being voted on: Election of 12 director nominees to our Board.
Board recommendation: After a review of the individual qualifications and experience of each of our director nominees and his or her contributions to our Board (as applicable), our Board determined unanimously to recommend that shareholders vote FOR all of our director nominees.
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Item 1. Election of Directors
| Our Directors | ||||||
Board Updates
New Directors
Our Board was pleased to welcome Kevin Johnson as an independent director on the Board on October 26, 2022. Mr. Johnson, who brings significant experience as described in his biography below, also serves on our Compensation, Risk and Governance Committees. Mr. Johnson was recommended to our Lead Director and to our Governance Committee by our independent director search firm.
Director Retirements
Pursuant to the retirement age policy set forth in our Corporate Governance Guidelines, which provides that a director will typically retire at the annual meeting following his or her 75th birthday, each of Mark Winkelman and Drew Faust will not be standing for re-election and will be retiring from our Board at our 2023 Annual Meeting. We are grateful to Mr. Winkelman and Dr. Faust for their wise counsel, informed judgment and the many contributions that each have made to our Board and Committees over their respective tenures.
Changes in Board Leadership
As part of our Board’s chair succession process, in anticipation of Mr. Winkelman’s retirement from our Board, David Viniar succeeded Mr. Winkelman as Chair of our Risk Committee on October 1, 2022. Mr. Viniar brings deep financial acumen as well as risk and regulatory expertise to this critical role.
In connection with Mr. Viniar’s appointment as Chair of the Risk Committee, our Governance Committee and Board determined that Mr. Viniar satisfied each of the requisite independence criteria. For additional information regarding our independence assessment, see —Independence of Directors—Process for Independence Assessment.
In addition, Michele Burns, who has served in Board leadership roles for over a decade, first as Chair of our Audit Committee, then as Chair of our Risk Committee and, since 2018, as Chair of our Compensation Committee stepped down as Chair of the Compensation Committee as of October 1, 2022. We look forward to her continued contributions, including representing our Board as a director on the board of our subsidiary, Goldman Sachs International, which she joined effective March 1, 2023. Ms. Burns’ service across each of her leadership roles has been exceptional and our Board is grateful for her dedication and service.
On an interim basis, Mr. Winkelman was appointed to replace Ms. Burns as Compensation Committee Chair and, as previously announced, Kimberley Harris will serve as Chair of the Compensation Committee, effective April 26, 2023, bringing her cross-disciplinary perspective and public policy and regulatory expertise to this key role.
In addition, as of February 1, 2023, Peter Oppenheimer assumed the additional role of chair of the board of our subsidiary, Goldman Sachs Bank USA, and will provide critical connectivity to our Board to further enhance oversight of this key entity.
For more information on our processes for Board refreshment, see —Structure of our Board and Governance Practices—Year-Round Review of Board Composition.
| 8 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Board of Directors’ Qualifications and Experience
Our director nominees have a diversity of experience and bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.
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Core Qualifications and Experiences: All Directors | ||||||
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Integrity & business judgment |
Demonstrated management & leadership ability | |||||
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Strategic thinking |
Leadership & expertise in their respective fields | |||||
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Current/past involvement in educational, charitable and/or community organizations |
Extensive experience across public, private or not-for-profit sectors | |||||
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Financial literacy |
Reputational focus | |||||
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Diversity of Skills and Experiences | ||||||||||
| Risk management (financial and |
All directors | Complex/regulated industries |
All directors |
International experience/ established & growth markets |
11 directors | |||||
| Public company/ corporate governance |
8 directors | Sustainability/ESG | 8 directors | Human capital management, including diversity/talent development |
7 directors | |||||
| Technology/cyber threat |
6 directors | Financial services industry | 4 directors | Audit/tax/accounting/ |
4 directors | |||||
Further to those skills and experiences highlighted above, our director nominees possess a broad range of additional skills and experiences, including with respect to compliance, financial products, operations and large organization oversight, capital adequacy and deployment, design and evaluation of executive and firmwide compensation programs, succession planning, public policy, government and regulatory affairs, philanthropy and the military.
| Diversity is an important factor in our consideration of directors for nomination. | ||||
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Our Governance Committee considers a number of demographics and other factors, including race, gender identity, ethnicity, sexual orientation, culture, nationality and work experiences (including military service), seeking to develop a board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise.
Among the factors our Governance Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the diversity of our Board. The Committee considers the same factors in determining whether to re-nominate an incumbent director.
Diversity is also considered as part of the annual Board evaluation.
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| Our Nominees(a) | ||||||||
| 5 | 2 | 1 | 1 | 2 | ||||
| Women | Black | Indian | Career | Non-U.S. or | ||||
| Descent | Military Service | Dual Citizens | ||||||
| (a) As self-identified, and, where applicable, EEO-1 categories.
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
9 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Director Tenure: A Balance of Experience
Our nominees have an average tenure of approximately 6.9 years and a median tenure of approximately 7.3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.
No. of Nominees <5 Years 5 Nominees 5-10 Years 3 Nominees ~7.3 Years Median Tenure Years of Experience 10+ Years 4 Nominees
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Comprehensive Re-Nomination Process
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| Our Governance Committee appreciates the importance of critically evaluating individual directors and their contributions to our Board in connection with re-nomination decisions.
In considering whether to recommend re-nomination of a director for election at our Annual Meeting, our Governance Committee conducts a detailed review, considering factors such as:
∎ The extent to which the director’s judgment, skills, qualifications and experience (including those gained from service on our Board) continue to contribute to the success of our Board and our firm;
∎ Feedback from the annual Board evaluation and related individual discussions between each director and our Lead Director;
∎ Attendance and participation at, and preparation for, Board and Committee meetings;
∎ Independence;
∎ The extent to which the director contributes to the diversity of our Board;
∎ Shareholder feedback, including the support received at our 2022 Annual Meeting of Shareholders; and
∎ Outside board and other affiliations, including overboarding considerations, time commitment and any actual or perceived conflicts of interest.
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Each of our director nominees has been recommended for election by our Governance Committee and approved
and nominated for election by our Board.
If elected by our shareholders, our director nominees, each of whom is currently a member of our Board, will serve for a one-year term expiring at our 2024 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified, or until the director’s earlier resignation or removal.
All of our directors must be elected by a majority vote of our shareholders.
| ∎ | A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board. |
| ∎ | Our Governance Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation. |
For detailed information on the vote required for the election of directors and the choices available for casting your vote, please see Frequently Asked Questions.
Biographical information about our director nominees follows. This information is current as of February 27, 2023 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.
| 10 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
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David Solomon, 61
Chairman and CEO
Director Since: October 2018
Other U.S.-Listed Company
∎ Current: None ∎ Former (Past 5 Years): None
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Key Experience and Qualifications | |||||||||||
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∎ Engaged leader who exemplifies our Core Values: With over 20 years of leadership roles at our firm, he develops the firm’s strategy, embodies the tone at the top, exemplifies our Core Values and commitment to client service and leverages firm-specific and industry knowledge to lead the firm and its people, including helping to protect and enhance our firm’s culture, and through his commitment to talent development and the diversity of our workforce ∎ Strategic thinker with deep business 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 with stakeholders as a primary face of our firm: Committed to engaging with our external stakeholders, he draws upon his extensive interaction with our clients, investors and other stakeholders to communicate feedback and offer insight and perspective to our Board
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Career Highlights
∎ Goldman Sachs » Chairman (January 2019 – Present) and Chief Executive Officer (October 2018 – Present)
» President and Chief or Co-Chief Operating Officer (January 2017 – September 2018)
» Co-Head of the Investment Banking Division (July 2006 – December 2016)
» Various positions of increasing seniority, including Global Head of the Financing Group (September 1999 – July 2006)
Other Professional Experience and Community Involvement
∎ Chair, Board of Trustees, Hamilton College ∎ Member, Board of Directors, Robin Hood Foundation ∎ Member, Executive Committee, Partnership for New York City ∎ Member, Board of Trustees, NewYork-Presbyterian Hospital
Education
∎ Graduate of Hamilton College |
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Adebayo Ogunlesi, 69
Independent Lead Director
Director Since: October 2012
GS Committees
∎ Governance (Chair) ∎ Ex-officio member:
» Audit
» Compensation
» Public Responsibilities
» Risk
Other U.S.-Listed Company
∎ Current: Callaway Golf ∎ Former (Past 5 Years): None |
Key Experience and Qualifications | |||||||||||
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∎ Strong leader with global experience in the financial services industry: Founder, Chairman and Chief Executive Officer of Global Infrastructure Partners and a former executive of Credit Suisse with over 25 years of leadership experience in the financial services industry, including investment banking and private equity ∎ International business and global capital markets experience, including emerging markets: Advised and executed transactions and provided capital markets strategy advice globally ∎ Broad board and governance expertise: Service on the boards of directors and board committees of other public companies and not-for-profit entities, and, in particular, as chair or former chair of the nominating and corporate governance committees at each of Callaway Golf and Kosmos Energy, provides additional governance perspective |
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Career Highlights
∎ Chairman and Chief Executive Officer, Global Infrastructure Partners, a private equity firm that invests worldwide in infrastructure assets in the energy, transport, water and waste industry sectors (July 2006 – Present) ∎ Credit Suisse, a financial services company » Executive Vice Chairman and Chief Client Officer (2004 – 2006)
» Member of Executive Board and Management Committee (2002 – 2006)
» Head of Global Investment Banking Department (2002 – 2004) ∎ Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the U.S. Supreme Court (1980 – 1981)
Other Professional Experience and Community Involvement
∎ Member, National Board of Directors, The NAACP Legal Defense and Educational Fund, Inc. ∎ Member, Global Advisory Council, Harvard University ∎ Member, Board of Dean’s Advisors, Harvard Business School ∎ Member, Dean’s Advisory Board and Leadership Council of New York, Harvard Law School
Education
∎ Graduate of Oxford University, Harvard Business School and Harvard Law School
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
11 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
|
Michele Burns, 65
Independent
Director Since: October 2011
GS Committees
∎ Compensation ∎ Governance ∎ Public Responsibilities*
Other U.S.-Listed Company
∎ Current: Anheuser-Busch ∎ Former (Past 5 Years):
* Effective April 26, 2023 |
Key Experience and Qualifications | |||||||||||||||||
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∎ Compensation, governance and risk expertise: Leverages current and former service on the boards of directors and board committees (including compensation committees) of other public companies and not-for-profit entities ∎ Human capital management and strategic consulting: Background gained as former CEO of Mercer LLC ∎ Accounting and the review and preparation of financial statements: Garnered expertise as former CFO of several global public companies
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Career Highlights
∎ Chief Executive Officer, Retirement Policy Center, sponsored by Marsh & McLennan Companies, Inc. (MMC), Center focuses on retirement public policy issues (October 2011 – February 2014) ∎ Chairman and Chief Executive Officer, Mercer LLC, a subsidiary of MMC and a global leader in human resource consulting, outsourcing and investment services (September 2006 – October 2011) ∎ Chief Financial Officer, MMC, a global professional services and consulting firm (March 2006 – September 2006) ∎ Chief Financial Officer, Chief Restructuring Officer and Executive Vice President, Mirant Corporation, an energy company (May 2004 – January 2006) ∎ Executive Vice President and Chief Financial Officer, Delta Air Lines, Inc., an air carrier (including various other positions, January 1999 – April 2004) ∎ Senior Partner and Leader, Southern Regional Federal Tax Practice, Arthur Andersen LLP, an accounting firm (including various other positions, 1981 – 1999)
Other Professional Experience and Community Involvement
∎ Director, Goldman Sachs International ∎ 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)
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Mark Flaherty, 63
Independent
Director Since: December 2014
GS Committees
∎ Audit ∎ Governance ∎ Risk
Other U.S.-Listed Company
∎ Current: None ∎ Former (Past 5 Years): None |
Key Experience and Qualifications | |||||||||||
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∎ 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
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Career Highlights
∎ Wellington Management Company, an investment management company » Vice Chairman (2011 – 2012)
» Director of Global Investment Services (2002 – 2012)
» Partner, Senior Vice President (2001 – 2012) ∎ Standish, Ayer and Wood, an investment management company » Executive Committee Member (1997 – 1999)
» Partner (1994 – 1999)
» Director, Global Equity Trading (1991 – 1999) ∎ Director, Global Equity Trading, Aetna, a diversified healthcare benefit company (1987 – 1991)
Other Professional Experience and Community Involvement
∎ Member, Board of Directors, PGA TOUR ∎ Member, Board of Directors, Patrick Cantlay Foundation ∎ Former Member, Board of Trustees, Providence College
Education
∎ Graduate of Providence College
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| 12 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
|
Kimberley Harris, 52
Independent
Director Since: May 2021
GS Committees
∎ Compensation (Chair)* ∎ Governance ∎ Public Responsibilities
Other U.S.-Listed Company
∎ Current: None ∎ Former (Past 5 Years): None
* Effective April 26, 2023 |
Key Experience and Qualifications | |||||||||||
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∎ Cross-disciplinary legal experience: A leader in the legal field with a differentiated perspective garnered from working at a global law firm, the U.S. Department of Justice, the White House and as Executive Vice President of Comcast Corporation and General Counsel at NBCUniversal, where she is responsible for providing legal advice to senior management and overseeing legal function across all NBCUniversal divisions ∎ Government and regulatory affairs: Experience managing complex governmental and regulatory matters, including in the White House Counsel’s office, as well as overseeing global government affairs for NBCUniversal and international government and regulatory affairs for Comcast, supporting the company’s businesses worldwide ∎ Public policy and reputational risk management: Experience both in the public and private sectors advising on complex issues of public policy and reputational sensitivity
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Career Highlights
∎ Comcast Corporation, a global media and technology company » Executive Vice President, Comcast Corporation (2019 – Present)
» Executive Vice President and General Counsel, NBCUniversal (2013 – Present) ∎ Davis Polk & Wardwell LLP, a global law firm » Partner (2012 – 2013, 2007 – 2009); Counsel (2006 – 2007); Associate (1997 – 2006) ∎ United States Government » White House Counsel’s Office, Principal Deputy Counsel and Deputy Assistant to the President (2011 – 2012); Associate Counsel and Special Assistant to the President (2010)
» U.S. Department of Justice, Criminal Division, Senior Counsel to the Assistant Attorney General (2009 – 2010)
Other Professional Experience and Community Involvement ∎ Member, Board of Directors, Advocates for Children of New York City ∎ Member, Board of Directors, Brennan Center for Justice at New York University School of Law ∎ Member, Advisory Board, Yale Law School Center for the Study of Corporate Law ∎ Member, Board of Trustees, Mount Sinai Health System
Education
∎ Graduate of Harvard College and Yale Law School |
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Kevin Johnson, 62
Independent
Director Since: October 2022
GS Committees
∎ Compensation ∎ Governance ∎ Risk
Other U.S.-Listed Company
∎ Current: None ∎ Former (Past 5 Years):
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Key Experience and Qualifications | |||||||||||
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∎ Technology and consumer leader with multi-disciplinary background: As an independent director and then President, COO and CEO of Starbucks, where he led a global consumer brand and leveraged his deep technological expertise from over 32 years in the tech industry, including senior leadership roles at both Microsoft and Juniper Networks ∎ International business and growth markets: Experience in driving growth across global markets, including in China ∎ Leadership and governance expertise: Draws upon years of past service as a public company CEO and public company director to provide informed perspective to our Board and committees, including with respect to stakeholder governance and building, managing, transforming and sustaining a highly visible and global brand
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Career Highlights
∎ Starbucks Corporation, a global roaster, marketer and retailer of specialty coffee » Partner and Special Consultant (April 2022 – September 2022)
» President and Chief Executive Officer (April 2017 – April 2022)
» President and Chief Operating Officer (March 2015 – April 2017)
» Independent Director (2009 – March 2015) ∎ Chief Executive Officer, Juniper Networks, Inc., a global company that designs, develops and sells products and services for high-performance networks (September 2008 – January 2014) ∎ Microsoft Corporation, a global technology company » President, Platforms and Services (2005 – September 2008)
» Group Vice President, Worldwide Sales, Marketing and Services (2003 – 2005)
» Various positions of increasing seniority, including Senior Vice President, Sales, Marketing and Services (September 1992 – 2003)
Other Professional Experience and Community Involvement
∎ Served Presidents George W. Bush and Barack Obama on the National Security Telecommunications Advisory Committee and chaired the Cybersecurity Taskforce
Education
∎ Graduate of New Mexico State University |
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
13 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
|
Ellen Kullman, 67
Independent
Director Since: December 2016
GS Committees
∎ Compensation ∎ Governance ∎ Public Responsibilities (Chair)
Other U.S.-Listed Company
∎ Current: Amgen Inc.; Dell ∎ Former (Past 5 Years): |
Key Experience and Qualifications | |||||||||||
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∎ Engineering background, with key leadership and strategic experience: In her role as Chair and CEO of DuPont, a highly regulated science and technology-based company with global operations, she led the company through a period of strategic transformation and growth. As CEO of Carbon, she led the company through its global expansion and navigated the COVID-19 pandemic ∎ Corporate governance and compensation expertise: Leverages service on the boards of directors and board committees (including in leadership roles) of other public companies and not-for-profit entities ∎ Focus on reputational risk and sustainability/ESG matters: Draws upon experiences gained from DuPont and other board roles, including in connection with her role as Chair of our Public Responsibilities Committee
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Career Highlights
∎ Carbon, Inc., a digital manufacturing platform » Executive Chairman (June 2022 – Present) » President and CEO (November 2019 – June 2022) ∎ E.I. du Pont de Nemours and Company, a provider of basic materials and innovative products and services for diverse industries » Chairman and Chief Executive Officer (2009 – 2015)
» President (October 2008 – December 2008)
» Executive Vice President, DuPont Coatings and Color Technologies, DuPont Electronic and Communication Technologies, DuPont Performance Materials, DuPont Safety and Protection, Marketing and Sales, Pharmaceuticals, Risk Management and Safety and Sustainability (2006 – 2008)
» Various positions, including Group Vice President, DuPont Safety and Protection (1988 – 2006)
Other Professional Experience and Community Involvement
∎ Member, Board of Advisors, Tufts University School of Engineering ∎ Trustee, Northwestern University ∎ Member, National Academy of Engineering ∎ Member, The Business Council ∎ Co-Chair, Paradigm for Parity
Education
∎ Graduate of Tufts University and Kellogg School of Management, Northwestern University
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Lakshmi Mittal, 72
Independent
Director Since: June 2008
GS Committees
∎ Compensation ∎ Governance ∎ Public Responsibilities
Other U.S.-Listed Company
∎ Current: ArcelorMittal S.A. ∎ Former (Past 5 Years): None
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Key Experience and Qualifications | |||||||||||
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∎ Leadership, business development and operations: Founder of Mittal Steel Company and Executive Chairman and former CEO of ArcelorMittal, the world’s leading integrated steel and mining company and a leader in its focus on sustainability efforts ∎ International business and growth markets: Leadership of a company with a presence in over 60 countries and an industrial footprint in 16 countries provides global business expertise and perspective on public responsibilities ∎ Corporate governance and international governance: Current and prior service on the boards of directors of other international public companies and not-for-profit entities assists with committee responsibilities |
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Career Highlights
∎ ArcelorMittal S.A., a steel and mining company » Executive Chairman (February 2021 – Present) » Chairman and Chief Executive Officer (May 2008 – February 2021) » President and Chief Executive Officer (November 2006 – May 2008) ∎ Chief Executive Officer, Mittal Steel Company N.V. (1976 – November 2006)
Other Professional Experience and Community Involvement
∎ Trustee, Cleveland Clinic ∎ Member, Governing Board, Indian School of Business ∎ Member, European Round Table for Industry ∎ Chairman, Governing Council, LNM Institute of Information Technology ∎ Member, Global Advisory Council, Harvard University
Education
∎ Graduate of St. Xavier’s College in India
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| 14 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
|
Peter Oppenheimer, 60
Independent
Director Since: March 2014
GS Committees
∎ Audit (Chair) ∎ Governance ∎ Risk
Other U.S.-Listed Company
∎ Current: None ∎ Former (Past 5 Years): None |
Key Experience and Qualifications | |||||||||||
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∎ 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
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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)
Other Professional Experience and Community Involvement
∎ Chair, Goldman Sachs Bank USA
Education
∎ Graduate of California Polytechnic State University and the Leavey School of Business, University of Santa Clara
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Jan Tighe, 60
Independent
Director Since: December 2018
GS Committees
∎ Audit ∎ Governance ∎ Risk
Other U.S.-Listed Company
∎ Current: Huntsman ∎ Former (Past 5 Years): None
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Key Experience and Qualifications
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∎ 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
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Career Highlights
∎ United States Navy, Vice Admiral and various positions of increasing authority and responsibility (1980 – 2018), including: » Deputy Chief of Naval Operations for Information Warfare and Director, Naval Intelligence (2016 – 2018)
» Fleet Commander or Deputy Commander, U.S. Fleet Cyber Command/U.S. Tenth Fleet (2013 – 2016)
» University President, Naval Postgraduate School (2012 – 2013)
» Director, Decision Superiority Division, Chief of Naval Operations’ Staff (2011 – 2012)
» Deputy Director of Operations, U.S. Cyber Command (2010 – 2011)
Other Professional Experience and Community Involvement
∎ Trustee, The MITRE Corporation ∎ Member, Strategic Advisory Committee, Idaho National Labs – National and Homeland Security Directorate ∎ Board Member, United States Naval Academy Foundation ∎ Member and Global Security Expert, Strategic Advisory Group, Paladin Capital Group ∎ Directorship Certified and Governance Fellow, National Association of Corporate Directors
Education
∎ Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.)
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
15 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
|
Jessica Uhl, 55
Independent
Director Since: July 2021
GS Committees
∎ Audit ∎ Governance ∎ Risk
Other U.S.-Listed Company Directorships
∎ Current: General Electric Company (nominee for election) ∎ Former (Past 5 Years): Shell plc |
Key Experience and Qualifications | |||||||||||
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∎ Financial management and the review and preparation of financial statements: Leverages global finance experience, including from her former role as CFO of Shell, where she drove measures to support the long-term health of the company, such as overseeing the delivery of industry-leading cash flow, supporting strategic plans related to Shell’s business and managing the impact of the COVID-19 pandemic ∎ Complex risk management: Valuable perspective on the management of complex financial and nonfinancial risks, including climate risk management ∎ Leadership, operations and sustainability: Experience across finance leadership positions at Shell in the U.S. and Europe, including achievement of key business objectives ranging from cost-saving initiatives related to complex operations to M&A. She has also been a leading advocate for transparency in the energy industry, including with respect to climate change, and during her tenure Shell expanded its disclosures and climate commitments
|
||||||||||||
|
Career Highlights
∎ Shell plc, an international energy company » Special Advisor (April 2022 – June 2022)
» Chief Financial Officer (March 2017 – March 2022)
» Executive Vice President, Finance, Integrated Gas (2016 – March 2017)
» Executive Vice President, Finance, Upstream Americas (2014 – 2015)
» Vice President, Finance, Unconventionals (2013 – 2014)
» Vice President, Controller, Upstream and Projects and Technology (2010 – 2012)
» Vice President, Finance, Shell Lubricants (2009 – 2010)
» Head of External Reporting (2007 – 2009)
» Vice President, Business Development, Shell Renewables, Hydrogen & CO2 (2005 – 2006)
» Finance Manager, Shell Solar (2004 – 2005)
Other Professional Experience and Community Involvement
∎ Strategic Advisor, Breakthrough Energy
∎ Member, Board of Trustees, Rocky Mountain Institute
∎ Member, Executive Committee, Center on Global Energy Policy at Columbia University
Education
∎ Graduate of the University of California, Berkeley and INSEAD
|
|||||||||||
|
David Viniar, 67
Independent
Director Since: January 2013
GS Committees
∎ Governance ∎ Risk (Chair)
Other U.S.-Listed Company Directorships
∎ Current: None ∎ Former (Past 5 Years): Block, Inc. |
Key Experience and Qualifications | |||||||||||
|
∎ Financial services industry, in particular risk management and regulatory affairs: With over 40 years of combined experience serving in various roles at Goldman Sachs and on our Board, as well as service as the former lead independent director and chair of the audit and risk committee of Block, Inc., he provides valuable perspective to our Board ∎ Deep financial acumen and insights into our firm’s financial reporting, controls and risk management: As our former CFO, able to provide insights about our risks to our Board and committees ∎ Expertise in capital management processes and assessments: Experience gained through serving as our CFO for over 10 years
|
||||||||||||
| |
Career Highlights
∎ Goldman Sachs » Executive Vice President and Chief Financial Officer (May 1999 – January 2013)
» Head of Operations, Technology, Finance and Services Division (December 2002 – January 2013)
» Head of the Finance Division and Co-Head of Credit Risk Management and Advisory and Firmwide Risk (December 2001 – December 2002)
» Co-Head of Operations, Finance and Resources (March 1999 – December 2001)
Other Professional Experience and Community Involvement
∎ Co-Vice Chairman, Board of Directors, Garden of Dreams Foundation ∎ Former Trustee, Union College
Education
∎ Graduate of Union College and Harvard Business School
|
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| 16 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
INDEPENDENCE OF DIRECTORS
| Independence of Directors |
| 11 of 12 director nominees are independent | ||||
|
Our Board determined, upon the recommendation of our Governance Committee, that each of our director nominees (other than Mr. Solomon) is “independent” within the meaning of NYSE rules and our Policy Regarding Director Independence (Director Independence Policy). Mr. Winkelman and Dr. Faust, each of whom are retiring from our Board at the 2023 Annual Meeting, were also determined to be independent. Furthermore, our Board has determined that all of our independent directors satisfy the heightened audit committee independence standards under SEC and NYSE rules and that Compensation Committee members satisfy the relevant heightened standards under NYSE rules.
| ||||
Process for Independence Assessment
A director is considered independent under NYSE rules if our Board determines that the director does not have any direct or indirect material relationship with Goldman Sachs. Our Board has established a Director Independence Policy that provides standards to assist our Board in determining which relationships and transactions might constitute a material relationship that would cause a director not to be independent.
To assess independence, our Governance Committee and our Board review detailed information regarding our independent directors or nominees, including employment and public company and not-for-profit directorships, as well as information regarding immediate family members and affiliated entities.
Through the course of this review, our Governance Committee and our Board consider relationships between the independent directors or nominees (and their immediate family members and affiliated entities) on the one hand, and Goldman Sachs and its affiliates on the other, in accordance with our Director Independence Policy. This includes a review of revenues to the firm from, and payments or donations made by the firm to, relevant entities affiliated with our directors or nominees (or their immediate family members) as a result of ordinary course transactions or contributions to not-for-profit organizations.
For more information on the categories of transactions that our Governance Committee and our Board reviewed, considered and determined to be immaterial under our Director Independence Policy, see Annex B: Additional Details on Director Independence.
Additional Details Regarding David Viniar
In connection with succession planning for the Risk Chair role in light of Mr. Winkelman’s upcoming retirement, our Board and Governance Committee undertook a robust analysis of Mr. Viniar’s independence. In September 2022, our Board, upon the recommendation of our Governance Committee, determined that Mr. Viniar was “independent” within the meaning of NYSE rules and our Director Independence Policy, including the heightened audit committee independence standards under SEC and NYSE rules. Numerous factors were considered in reaching this conclusion, including that:
| ∎ | Mr. Viniar’s employment at the firm ended in January 2013; |
| ∎ | Mr. Viniar has not received any direct compensation from the firm (other than director fees or deferred compensation for prior service that is permissible under applicable rules) since January 2015; |
| ∎ | Mr. Viniar is not an employee of, and no member of his immediate family is currently an executive officer of, a company or not-for-profit organization that has made payments to, or received payment from, the firm for property or services in an amount that exceeded the standards set forth in the NYSE rules and our Director Independence Policy; and |
| ∎ | Mr. Viniar’s investments with the firm are on substantially the same terms and conditions as other similarly situated investors who are neither directors nor employees. |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
17 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEES
Structure of our Board and Governance Practices
| Our Board Committees |
Our Board has five standing Committees: Audit, Compensation, Governance, Public Responsibilities and Risk. The specific membership of each Committee allows us to take advantage of our directors’ diverse skill sets, which enables a deep focus on Committee matters.
Each of our Committees:
| ∎ | Operates pursuant to a written charter (available on our website at www.gs.com/charters) |
| ∎ | Evaluates its performance annually |
| ∎ | Reviews its charter annually |
|
The firm’s reputation is of critical importance. In fulfilling their duties and responsibilities, each of our standing Committees and our Board considers the potential effect of any matter on our reputation.
|
In October 2020, in connection with the announcement of the settlement of government and regulatory proceedings relating to 1MDB matters, our Board formed the 1MDB Remediation Special Committee to provide additional oversight and review of the remediation efforts arising out of the lessons of 1MDB. The 1MDB Remediation Special Committee is chaired by our Lead Director and the members are the Chairs of each of the Audit, Compensation, Public Responsibilities and Risk Committees. This Special Committee met twice in 2022 and reports periodically to the Board on its activities.
|
Audit
|
||||||
|
All independent |
Key Skills & Experiences Represented |
Key Responsibilities | ||||
|
|
Peter Oppenheimer* Mark Flaherty Jan Tighe Jessica Uhl
Adebayo Ogunlesi (ex-officio) |
∎ Audit/Tax/Accounting ∎ Preparation or oversight of financial statements ∎ Compliance ∎ Technology |
∎ Assist our Board in its oversight of our financial statements, legal and regulatory compliance, independent auditors’ qualifications, independence and performance, internal audit function performance and internal controls over financial reporting ∎ Decide whether to appoint, retain or terminate our independent auditors ∎ Pre-approve all audit, audit-related, tax and other services, if any, to be provided by the independent auditors ∎ Appoint and oversee the work of our Director of Internal Audit and annually assess her performance ∎ Prepare the Audit Committee Report | |||
|
Compensation
|
||||||
|
All independent |
Key Skills & Experiences Represented |
Key Responsibilities | ||||
|
|
Mark Winkelman** Kimberley Harris** Michele Burns Drew Faust** Kevin Johnson Ellen Kullman Lakshmi Mittal
Adebayo Ogunlesi (ex-officio) |
∎ Setting of executive compensation ∎ Evaluation of executive and firmwide compensation programs ∎ Human capital management, including diversity practices |
∎ Determine and approve the compensation of our CEO and other executive officers ∎ Approve, or make recommendations to our Board for it to approve, our incentive, equity-based and other compensation plans ∎ Assist our Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, including: » recruiting, retention and career development and progression; » management succession (other than that within the purview of our Governance Committee); and » diversity and employment practices ∎ Prepare the Compensation Committee Report
| |||
| * | Multiple members of our Audit Committee, including the Chair, have been determined to be “audit committee financial experts.” |
| ** | Dr. Faust and Mr. Winkelman are retiring at our 2023 Annual Meeting. Effective April 26, 2023, Ms. Harris will be the Chair of our Compensation Committee. |
| 18 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEES
|
Governance
|
||||||
|
All independent |
Key Skills & Experiences |
Key Responsibilities | ||||
|
|
Adebayo Ogunlesi Michele Burns Drew Faust* Mark Flaherty Kimberley Harris Kevin Johnson Ellen Kullman Lakshmi Mittal Peter Oppenheimer Jan Tighe Jessica Uhl David Viniar Mark Winkelman* |
∎ Corporate governance ∎ Talent development and succession planning ∎ Current and prior public company board service |
∎ Recommend individuals to our Board for nomination, election or appointment as members of our Board and its Committees ∎ Oversee the evaluation of the performance of our Board and our CEO ∎ Review and concur with the succession plans for our CEO and other members of senior management ∎ Take a leadership role in shaping our corporate governance, including developing, recommending to our Board and reviewing on an ongoing basis the corporate governance principles and practices that apply to us ∎ Review periodically the form and amount of director compensation and make recommendations to our Board | |||
|
Public Responsibilities
|
||||||
|
All independent |
Key Skills & Experiences |
Key Responsibilities | ||||
|
|
Ellen Kullman Michele Burns* Drew Faust* Kimberley Harris Lakshmi Mittal
Adebayo Ogunlesi (ex-officio) |
∎ Reputational risk ∎ Sustainability/ESG ∎ Government and regulatory affairs ∎ Philanthropy |
∎ Assist our Board in its oversight of our firm’s relationships with major external constituencies and our reputation ∎ Oversee the development, implementation and effectiveness of our policies and strategies relating to citizenship, corporate engagement and relevant significant public policy issues ∎ Review sustainability issues affecting our firm, including through the periodic review of the Sustainability Report | |||
|
Risk
|
||||||
|
All independent |
Key Skills & Experiences |
Key Responsibilities | ||||
|
|
David Viniar Michele Burns* Mark Flaherty Kevin Johnson Peter Oppenheimer Jan Tighe Jessica Uhl Mark Winkelman*
Adebayo Ogunlesi (ex-officio) |
∎ Understanding of how risk is undertaken, mitigated and controlled in complex industries ∎ Technology and cybersecurity ∎ Understanding of financial products ∎ Expertise in capital adequacy and deployment |
∎ Assist our Board in its oversight of our firm’s overall risk-taking tolerance and management of financial and operational risks, such as market, credit and liquidity risk, including reviewing and discussing with management: » our firm’s capital plan, regulatory capital ratios, capital management policy and internal capital adequacy assessment process, and the effectiveness of our financial and operational risk management policies and controls; » our liquidity risk metrics, management, funding strategies and controls, and the contingency funding plan; and » our market, credit, operational (including information security and cybersecurity), climate and model risk management strategies, policies and controls
| |||
| * | Dr. Faust and Mr. Winkelman are retiring at our 2023 Annual Meeting. Effective April 26, 2023, Ms. Burns will rotate off of our Risk Committee and onto our Public Responsibilities Committee. |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
19 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
BOARD AND COMMITTEE EVALUATIONS
| Board and Committee Evaluations |
Board and Committee evaluations play a critical role in helping to ensure the effective functioning of our Board. It is important to take stock of Board, Committee and director performance and to solicit and act upon feedback received from each member of our Board. To this end, under the leadership of our Lead Director, our Governance Committee is responsible for evaluating the performance of our Board annually, and each of our Board’s Committees also conducts an annual self-evaluation.
2022 Evaluations: A Multi-Step Process
REVIEW OF EVALUATION PROCESS
Our Lead Director and Governance Committee periodically review the evaluation process so that actionable feedback is solicited on the operation of our Board and its Committees, as well as on director performance. In 2021, additional director interviews were added to further solicit individual director feedback. In a review of the 2022 evaluation process, it was determined to conduct such interviews biennially
QUESTIONNAIRE
Provides director feedback on an unattributed basis; feedback from questionnaire informs one-on-one and closed session discussions
ONE-ON-ONE DISCUSSIONS
Our Lead Director has one-on-one discussions with each director, which provides an opportunity for candid discussion regarding individual feedback and an additional forum to solicit further feedback
CLOSED SESSION DISCUSSION
Joint closed session discussion of Board and Committee evaluations led by our Lead Director and independent Committee Chairs provides for a synergistic review of Board and Committee performance
EVALUATION SUMMARY
Summary of Board and Committee evaluations results provided to full Board
FEEDBACK INCORPORATED
Policies and practices updated as appropriate as a result of the annual and ongoing feedback
ONGOING FEEDBACK
Directors provide ongoing, real-time feedback outside of the evaluation process
Examples of feedback from evaluations and otherwise include: additional presentations on various topics (e.g., strategic initiatives, risk "deep dives," talent strategy, investor feedback), evolution of director skill sets, refinements to meeting materials and presentation format, refinement of board and committee meeting cadence and additional opportunities for exposure to "next generation" leaders of the firm
Topics Considered During the Board and Committee Evaluations Include:
DIRECTOR PERFORMANCE
Individual director performance
Lead Director (in that role)
Chairman of the Board (in that role)
Each committee chair (in that role)
BOARD AND COMMITTEE OPERATIONS
Board and Committee membership, including director skills, background, expertise and diversity
Committee structure, including whether the Committee structure enhances Board and Committee performance
Access to firm personnel
Executive succession planning process
Conduct of meetings, including frequency of, time allocated for and encouragement of candid dialogue, and effectiveness of closed sessions
Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for educational sessions
Shareholder feedback
BOARD PERFORMANCE
Key areas of focus for the Board
Oversight of reputation
Strategy oversight, including risks related thereto
Consideration of shareholder value
Capital planning
COMMITTEE PERFORMANCE
Performance of Committee duties under Committee charter
Oversight of reputation and consideration of shareholder value
Effectiveness of outside advisors
Identification of topics that should receive more attention and discussion
| 20 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
BOARD LEADERSHIP STRUCTURE
| Board Leadership Structure |
Strong Independent Lead Director—Combined Chair-CEO: Why our Structure is Effective
We review our Board leadership structure annually. Conducting regular assessments allows our Board to deliberate the merits of our Board’s leadership structure to ensure that the most efficient and appropriate leadership structure is in place for our firm’s needs, which may evolve over time. We are committed to independent leadership on our Board. If at any time the Chair is not an independent director, our independent directors will appoint an independent Lead Director.
|
Key Components of Review
| ||||||||||||||||
| Chair-CEO & Lead Director Responsibilities |
|
Policies & Practices to Ensure Strong Independent Board Oversight |
|
Shareholder Feedback & Voting Results Regarding Board Leadership |
|
Firm Performance |
|
Trends & Developments Regarding Leadership Structure | ||||||||
In December 2022, our Governance Committee conducted its annual review of our Board’s leadership structure. The review considered a variety of factors, including our governance practices and shareholder feedback on our Board and its leadership structure. In addition, our Governance Committee considered feedback on the Chairman of the Board received in connection with the Board evaluation.
As a result of this review, our Governance Committee determined that continuing to have Mr. Solomon serve as both Chairman and CEO—working together with a strong independent Lead Director—is the most effective leadership structure for our Board and our firm at this time.
Ultimately, we believe that our current leadership structure, together with strong governance practices, creates a productive relationship between our Board and management, including strong independent oversight that benefits our shareholders.
We will continue to conduct Board leadership assessments annually. If at any time our Governance Committee determines it would be appropriate to appoint an independent Chair, it will not hesitate to do so.
|
Benefits of a Combined Role
| ||||||||||||||||
| ∎ | A combined Chair-CEO structure provides our firm with a senior leader who serves as a primary liaison between our Board and management and as a primary public face of our firm. This structure demonstrates clear accountability to shareholders, clients and others. |
| ∎ | Our CEO has extensive knowledge of all aspects of our current business, operations and risks, which he brings to Board discussions as Chairman. |
| » | A combined Chair-CEO serves as a knowledgeable resource for independent directors both at and between Board meetings. |
| » | Combining the roles at our firm has been effective in promulgating strong and effective leadership of the firm, particularly in times of economic challenge and regulatory change affecting our industry; the same is important during this phase of our strategic journey, including the implementation of our strategic realignment, integration of recent acquisitions, execution of our strategic plans and investment for long-term growth. |
|
Key Pillars of Lead Director Role
| ||||||||||||||||
|
Sets and approves agenda for Board meetings and leads executive sessions |
Focuses on Board effectiveness, composition and conducting evaluations
|
Acts as primary Board contact for shareholder engagement and engages with regulators
|
Serves as liaison between independent directors and Chair/management |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
21 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
BOARD LEADERSHIP STRUCTURE
|
Powers and Duties of our Independent Lead Director
|
||||
| ∎ Provides independent leadership
∎ Sets agenda for Board meetings, working with our Chairman (including adding items to and approving the agenda) and approving the form and type of related materials, as well as reviewing and concurring in the agendas for each Committee meeting
∎ Approves the schedule for Board and Committee meetings
∎ Presides at executive sessions of the independent directors
∎ Calls meetings of the Board, including meetings of the independent directors
∎ Presides at each Board meeting at which the Chairman is not present
∎ Engages with the independent directors and non-employee directors at and between Board and Committee meetings, including:
» to identify matters for discussion, including for discussion at executive sessions of the independent directors
» to facilitate communication with the Chairman (as set forth below)
» one-on-one engagement regarding the performance and functioning of the collective Board, individual director performance and other matters as appropriate
|
∎ Serves as an advisor to the Chairman, including by:
» engaging with the Chairman between Board meetings
» facilitating communication between the independent directors and the Chairman, including by presenting the Chairman’s views, concerns and issues to the independent directors, as well as assisting with informing or engaging non-employee directors, as appropriate
» raising to the Chairman views, concerns and issues of the independent directors, including decisions reached, and suggestions made, at executive sessions, in each case as appropriate
∎ Oversees the Board’s governance processes, including Board evaluations, succession planning and other governance-related matters
∎ Leads the annual CEO evaluation
∎ Meets directly with management and non-management employees of the firm
∎ Consults and directly communicates with shareholders and other key constituents, as appropriate
|
|
Strong Governance Practices Support
Independent Board Oversight
|
Stakeholder Feedback & Engagement
| |
|
∎ Experienced independent directors, the majority of whom have executive-level experience
∎ Independent and engaged Chairs of all Committees
∎ Regular executive sessions of independent directors chaired by Lead Director, supplemented by additional sessions of directors without management present
∎ All directors may suggest inclusion of additional subjects on agendas and call an executive session
∎ Annual Board and Committee evaluations include feedback on individual director performance
∎ Independent director participation in, and oversight of, key governance processes, such as CEO performance, executive compensation and succession planning
∎ All directors are free to contact any employee of our firm directly
∎ Our Chairman and CEO and our Lead Director meet and speak regularly about our Board and our firm |
∎ We have generally received positive stakeholder feedback on the nature of our Lead Director role and our annual leadership structure review
» In considering the strength of our Board leadership structure, many investors cite our Lead Director’s expansive list of enumerated duties, extensive engagement with shareholders and the insight into our Board provided by our Lead Director’s letter in our proxy statement
∎ Our Lead Director, Adebayo Ogunlesi, has engaged with the firm’s shareholders and other key stakeholders, including our regulators, to discuss a variety of topics, including our Board leadership structure and his responsibilities as Lead Director, Board effectiveness, compensation, the Board’s independent oversight of strategy and firm culture, and Board and management succession planning
» In 2022, Mr. Ogunlesi met with investors representing over 20% of our shares outstanding. He has regularly conducted engagement since becoming Lead Director, generally meeting with individuals representing key investors and proxy advisory firms |
| 22 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
YEAR-ROUND REVIEW OF BOARD COMPOSITION
| Year-Round Review of Board Composition |
| Our Governance Committee seeks to build and maintain an effective, well-rounded, financially literate and diverse Board that operates in an atmosphere of candor and collaboration.
|
||||||
|
In identifying and recommending director candidates, our Governance Committee places primary emphasis on the criteria set forth in our Corporate Governance Guidelines, including: |
||||||
|
∎ Judgment, character, expertise, skills and knowledge useful to the oversight of our business; |
||||||
|
∎ Diversity of viewpoints, backgrounds, work and other experiences and other demographics; |
||||||
|
∎ Business or other relevant experience; and |
||||||
|
∎ The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other members of our Board will build a strong and effective Board that is collegial and responsive to the needs of our firm.
|
||||||
Board Process for Identification and Review of Director Candidates to Join our Board
Independent Directors Shareholders Independent Search Firms Our People Candidate Pool In-Depth Review Screen Qualications Consider Diversity Review Independence and Potential Conflicts Meet with Directors Consider Skills/Matrix Recommend Selected Candidates for Appointment to our Board Five New Director Nominees in Last Five Years Median Nominee Tenure of ~7.3 Years
Identifying and recommending individuals for nomination, election or re-election to our Board is a principal responsibility of our Governance Committee. The Committee carries out this function through an ongoing, year-round process, which includes the Committee’s annual evaluation of our Board and individual director evaluations. Each director and director candidate is evaluated by our Governance Committee based on his or her individual merits, taking into account our firm’s needs and the composition of our Board.
To assist in this evaluation, the Committee utilizes as a discussion tool a matrix of certain skills and experiences that would be beneficial to have represented on our Board and on our Committees at any particular point in time. For example, the Committee is focused on what skills are beneficial for service in key Board positions, such as Lead Director and Committee Chairs, and conducts a succession planning process for those positions.
Our Governance Committee welcomes candidates recommended by shareholders and will consider these candidates in the same manner as other candidates. Shareholders wishing to submit potential director candidates for consideration by our Governance Committee should follow the instructions in Frequently Asked Questions.
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
23 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
DIRECTOR EDUCATION
| Director Education |
Director education about our firm and our industry is an ongoing process that begins when a director joins
our Board.
Upon joining our Board, new directors are provided with a comprehensive orientation about our firm, including our business, strategy and governance. For example, new directors (including Mr. Johnson during 2022) typically meet with senior leaders covering each of our revenue-producing segments and regions, as well as with senior leaders from key control, finance and operating functions. New directors also participate in orientation sessions covering the responsibilities and key areas of focus of the Board and its Committees.
Additional training is also provided when a director assumes a leadership role, such as becoming a Committee Chair.
Board and Committee presentations, roundtables, regular communications and firm and other industry events help keep directors appropriately apprised of key developments in our businesses and in our industry, including material changes in regulation, so that they can carry out their oversight responsibilities effectively.
| Commitment of our Board |
Commitment of our Directors—2022 Meetings
Our Board and its Committees met frequently in 2022.
|
2022 Meetings
|
||||||||||||
|
Board
|
|
16(a)
|
|
|
|
|
|
| ||||
|
Audit
|
|
16
|
|
|
65 Total Board and Committee Meetings in 2022 |
| ||||||
|
Compensation
|
|
8
|
| |||||||||
|
Governance
|
|
7
|
| |||||||||
|
Public Responsibilities
|
|
6
|
| |||||||||
|
Risk
|
|
12
|
| |||||||||
|
Executive Sessions of Independent Directors without Management(b)
|
|
6
|
|
|||||||||
|
Additional Executive Sessions of Independent and/or Non-Employee Directors without Management(c)
|
|
13
|
|
|||||||||
| (a) Includes two meetings of the Board’s 1MDB Remediation Special Committee.
(b) Chaired by our Lead Director.
(c) Led by our Lead Director or other independent Committee Chairs. |
||||||||||||
Each of our current directors attended over 75% (the threshold for disclosure under SEC rules) of the meetings of our Board and the Committees on which he or she served as a regular member during 2022. Overall attendance at Board and Committee meetings during 2022 was over 98% for our directors as a group.
We encourage our directors to attend our annual meetings. All of our directors then in office attended the 2022 Annual Meeting.
| 24 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
COMMITMENT OF OUR BOARD
Commitment of our Directors—Beyond the Boardroom
|
Engagement beyond the boardroom provides our directors with additional insights into our businesses, risk management and industry, as well as valuable perspectives on the performance of our firm, our CEO and other members of senior management.
|
||||
|
The commitment of our directors extends well beyond preparation for, and attendance at, regular and special meetings.
| ||||
|
|
Ongoing Collaboration
Frequent interactions with each |
Stakeholder Engagement
Regular engagement with
|
Regularly Informed
Receive and review postings on
|
|
Our Lead Director and Committee Chairs provide additional independent leadership outside the boardroom.
| ||||||
|
∎ For example, each Chair sets the agenda for his or her respective Committee meetings and reviews and provides feedback on the form and type of related materials, in each case taking into account whether his or her Committee is appropriately carrying out its core responsibilities and focusing on the key issues facing the firm, as may be applicable from time to time. To do so, each Chair engages with key members of management and subject matter experts in advance of each Committee meeting.
∎ In addition, our Lead Director also sets the Board agenda (working with our Chairman) and approves the form and type of related materials. Our Lead Director also approves the schedule of Board and Committee meetings, taking into account whether there is sufficient time for discussion of all agenda items at each Board and Committee meeting. | ||||||
|
In carrying out their leadership roles during 2022:
| ||||||
|
Lead Director / Governance Chair Adebayo Ogunlesi
|
|
Includes meetings with, as applicable: CEO, COO, CFO, Secretary to the Board, CLO and General Counsel, CRO, Director of Internal Audit and Other Key Internal Audit Employees, Chief Accounting Officer, Chief Compliance Officer, Global Head of HCM, Director of Investor Relations, Global Head of Reward and People Analytics, Chief Information Security Officer, Chief Information Officer, Global Head of Marketing, Shareholders, Regulators, Independent Compensation Consultants, Director Search Firm, Independent Auditors
|
||||||||||
|
|
Over 65meetings |
|||||||||||
|
Committee Chairs Audit – Peter Oppenheimer Compensation – Michele Burns or Mark Winkelman* Public Responsibilities – Ellen Kullman Risk – Mark Winkelman or David Viniar*
|
||||||||||||
|
|
Over 140 meetings |
|||||||||||
| * | Changes to Compensation and Risk Committee Chairs effective October 2022. |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
25 |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Board Oversight of our Firm
| Key Areas of Board Oversight |
Our Board is responsible for, and committed to, the oversight of the business and affairs of our firm. In carrying out this responsibility, our Board, working with and through its Committees, as applicable, discusses and receives regular updates on a wide variety of matters affecting our firm.
Our reputation is a core consideration, as is our culture, as our Board advises senior management to help drive success for our clients and our communities in order to create long-term, sustainable value for our shareholders.
Strategy CEO performance Financial performance & reporting Conduct People strategy Risk management Executive succession planning Culture & Core Values Sustainability Consideration of our Reputation Underscores our Board and Committee Oversight
Strategy
| ∎ | Our Board oversees and provides advice and guidance to senior management on the formulation and implementation of the firm’s strategic plans, including the development of growth strategies by our senior management team. |
| » | This occurs year-round through presentations and discussions covering firmwide, business and regional strategy, business planning and growth initiatives, both during and outside Board meetings. |
| » | Our Board’s focus on overseeing risk management enhances our directors’ ability to provide insight and feedback to senior management and, if necessary, challenge management on its development and implementation of the firm’s strategic direction. |
| » | Our Lead Director helps facilitate our Board’s oversight of strategy, including through discussions with independent directors during executive sessions, as needed. |
| ∎ | Throughout 2022, our Board engaged on an ongoing basis with our CEO, COO and CFO, as well as other key members of senior management and the control side, on management’s execution of our growth-focused long-term strategy and progress towards our financial targets. |
| » | This took various forms, ranging from high-level discussions regarding strategic direction, review of existing and new business initiatives and progress on the key performance indicators (KPIs) that underpin our medium-term financial targets and inform consideration of our performance pursuant to the Compensation Committee’s Performance Assessment Framework, as well as organic and inorganic growth opportunities. |
| – | In particular, during 2022 our Board engaged with senior management and other key leaders regarding the evolution of the firm’s strategic journey, including the development and implementation of our new operating segments, as announced in October 2022 and further discussed at our 2023 Investor Day. |
| » | Discussions are focused on the quality and diversity of our people, as well as alignment with our goal of long-term value creation for our shareholders, and underscored by considerations such as risk management, culture and reputation. |
| ∎ | Our Board will continue to receive regular updates from, and provide advice to, management as they execute on the firm’s strategy. |
| 26 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Risk Management
| ∎ | In the normal course, our firm commits capital and otherwise incurs risk as an inherent part of serving our clients’ needs. Our intention is to avoid, mitigate and, where possible, manage risks that could materially impair our firm, including our capital and liquidity position, ability to generate revenues or reputation. |
| ∎ | Management is responsible for the day-to-day identification, assessment and monitoring of, and decision-making regarding, the risks we face. Our Board is responsible for overseeing the management of the firm’s most significant risks on an enterprise-wide basis, which includes setting the types and levels of risk the firm is willing to take. This oversight is executed by our full Board, as well as each of its Committees (in particular our Risk Committee), and is carried out in conjunction with the Board’s oversight of firm strategy. |
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Board risk management oversight includes: |
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REPUTATIONAL RISK MANAGEMENT
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∎ Strategic and financial considerations
∎ Legal, regulatory, reputational and compliance risks
∎ Other financial and nonfinancial risks considered by Committees
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Risk Committee risk management oversight includes: |
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∎ Overall risk-taking tolerance and risk governance, including our Enterprise Risk Management Framework
∎ Our Risk Appetite Statement (in coordination with our full Board)
∎ Liquidity, market, credit, capital, operational, model and climate risks
∎ Our Capital Plan, capital ratios and capital adequacy
∎ Information and cybersecurity risk, third-party risk and business resilience risk, including oversight of management’s processes, monitoring and controls related thereto (such as at least annual presentations and additional updates as needed)
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Public Responsibilities Committee risk
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Compensation Committee risk management oversight includes:
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∎ Reputational risk and constituent impact, including client franchise considerations and receipt of reports from the Firmwide Reputational Risk Committee regarding the processes by which the firm evaluates transactions and topics that may present heightened reputational risk, as well as business standards
∎ Sustainability/ESG strategy
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∎ Firmwide compensation program and policies that are consistent with the safety and soundness of our firm and do not raise risks reasonably likely to have a material adverse effect on our firm
∎ Jointly with our Risk Committee, annual CRO compensation-related risk assessment
∎ People strategy (in coordination with our full Board and other Committees)
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Audit Committee risk management oversight
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Governance Committee risk management oversight includes:
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∎ Financial, legal and compliance (including financial crime compliance) risk (in coordination with our full Board)
∎ Coordination with our Risk Committee, including with respect to technology-related risks, risk assessment and risk, as well as business standards management practices
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∎ Board composition and refreshment
∎ Board leadership succession and executive succession |
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
27 |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
CEO Performance
| ∎ | Under the direction of our Lead Director, our Governance Committee annually evaluates CEO performance. |
| ∎ | Process includes a review of the results of the CEO assessment pursuant to the Performance Assessment Framework and the CEO’s evaluation under our 360° Review Process, as described further in Compensation Matters—Compensation Discussion and Analysis—How our Compensation Committee Makes Decisions. |
| ∎ | While this formal process is conducted at year-end, our directors are regularly focused on the performance of our CEO, including during executive sessions of independent directors, regular closed sessions with our CEO and additional discussions between our Lead Director and our CEO throughout the year, as well as through mid-year discussions with the Compensation Committee on progress pursuant to the Performance Assessment Framework. |
Executive Succession Planning
| ∎ Succession planning is a priority for our Governance Committee, which worked with Mr. Solomon to put in place an appropriate emergency succession protocol and will continue to work with him on the development and ongoing refinement of our longer-term succession plan.
∎ Our Governance Committee has long utilized a framework relating to executive succession planning under which the Committee has defined specific criteria for, and responsibilities of, each of the CEO, COO and CFO roles. The Committee then focuses on the particular skill set needed to succeed in these roles at our firm both on a long-term and an emergency basis.
∎ Executive succession planning takes many forms, including Governance Committee reviews of long-term and emergency succession plans with our CEO, regular closed sessions with the Board and our CEO throughout the year, one-on-one discussions between our Lead Director and CEO and additional discussions among our independent directors, including at executive sessions, as may be appropriate. |
The Board also continues to engage with management on the firm’s leadership pipeline more broadly, including with respect to leadership pipeline health and the development of the firm’s “next generation” of leaders.
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Interaction with leaders in a variety of settings, including Board meetings and preparatory meetings, during visits to our offices around the world and at client-related events
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Executive succession planning reviewed by our Governance Committee with our CEO; ongoing assessment of senior management for potential executive positions |
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Developing the Firm’s Next Generation of Leaders |
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Monitoring of careers to ensure appropriate exposure to our Board and our business
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Additional engagement on broader leadership pipeline for key roles across the firm |
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Financial Performance & Reporting
| ∎ | Our Board, including through its Committees, is continually kept apprised by management of the firm’s financial performance and key drivers thereof. For example, our Board generally receives an update on financial performance at each regularly scheduled meeting (and additionally as needed), which provides critical information to the Board and its Committees that assists them in carrying out their responsibilities. |
| ∎ | Our Board, through its Audit Committee, is responsible for overseeing management’s preparation and presentation of our annual and quarterly financial statements and the effectiveness of our internal control over financial reporting. |
| » | Each quarter, our Audit Committee meets with members of our management, the Director of Internal Audit and our independent registered public accounting firm to review and discuss our financial statements, as well as our quarterly earnings release. |
| ∎ | In addition, our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. In this regard, our Audit Committee and Audit Committee Chair are directly involved with the periodic selection of the lead audit partner (see Audit Matters—Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023). |
| 28 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Culture & Core Values
| ∎ | Management’s role in shaping the firm’s culture is critical and our Board’s oversight of firm culture is an important element of its responsibilities. |
| ∎ | Our culture has been a cornerstone of our business and performance throughout our history. Our Core Values of partnership, client service, integrity and excellence are derived from our long-standing Business Principles and are regularly reinforced at every step of our peoples’ careers, from onboarding to training, and through our performance, development, compensation and promotion processes. |
| ∎ | Our Board holds senior management accountable for embodying an appropriate tone at the top and for maintaining and communicating a culture that emphasizes our Core Values and the importance of compliance with both the letter and spirit of the laws, rules and regulations that govern us. |
| » Oversight of culture takes many forms, including strategy and risk tolerance, review of governance policies, practices and metrics, regular discussions with the Executive Leadership Team, members of the firm’s Compliance, Legal, Risk, Human Capital and Internal Audit functions, as well as others across the firm, and assessment of CEO and senior management performance and compensation.
» These are also topics on which our firm regularly engages with our shareholders, regulators and other stakeholders. |
| Our culture is defined by a commitment to delivering the best service to our clients through collaboration, innovation and a relentless pursuit of excellence. It is a strategic imperative that we continually reinvest in our culture, including to bring our people together in person given the growth of the firm over the course of the pandemic. To this end, we have launched a Culture Stewardship Program for our PMDs and a firmwide Culture Connect Forum to reinforce our Core Values and promote cultural stewardship, awareness and connectivity. |
Conduct
| ∎ | We strive to maintain the highest standards of ethical conduct at all times, consistent with our Core Values. For example: |
| » Our Board regularly receives governance metrics, including metrics focused on conduct, controls and business integrity matters, as well as attrition and complaints, and engages in regular discussions with the Compliance, Legal, Risk, Human Capital and Internal Audit functions, among others.
» Our Board also expects management to examine and report on “lessons learned” from events at our firm or in our industry, as appropriate.
» Our Performance Assessment Framework not only assesses the firm’s financial performance, but also takes into account a wide array of nonfinancial factors, including conduct-related matters. |
| ∎ | As part of our ongoing commitment to dialogue, education and formal training, the firm offers a range of programs focused on our business standards and conduct. |
| Our Code of Business Conduct and Ethics (available on our website at www.gs.com) outlines our ongoing commitment to the highest standards of partnership, client service, integrity and excellence, and our shared responsibility to treat our clients and each other with honesty and integrity, avoid conflicts of interest, treat customers fairly, maintain accurate and complete records, comply with applicable laws and regulations and escalate concerns. |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
29 |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Sustainability
| ∎ | Given the interdisciplinary nature of the oversight of sustainability, including the priorities of climate transition and inclusive growth, and the financial and nonfinancial risks related to these activities, including climate-related risks, the Board carries out its oversight of these matters directly, at the full Board level, as well as through its Committees. |
| ∎ | This may include periodic updates on the firm’s sustainability strategy, including the firm’s approach, objectives and progress, discussions regarding the climate models the firm utilizes to assess physical and transition risks and reviews of our sustainability-and climate-related reporting, as well as presentations on initiatives such as One Million Black Women. |
| ∎ | For additional information regarding our commitment to sustainability, see Spotlight on Sustainability. |
People Strategy
| ∎ | We have long emphasized that our people are our greatest asset, and we seek to manage our people with the same rigor as we manage all other aspects of our firm, including our risk and capital. It is only with the determination and dedication of our people that we can serve our clients, generate long-term value for our shareholders and contribute to economic progress for all our stakeholders. |
| ∎ | Our Board and Committees engage with management on all aspects of our people strategy, which includes attracting talent, sustaining our culture and broadening our impact, and is informed by regular surveys of our people, the results of which are shared with our Board. |
| ∎ | One key element of our people strategy is diversity, equity and inclusion. Our Board has provided oversight as management has enhanced its commitments in these areas over the last several years, including through initiatives aimed at increasing the representation of diverse communities at all levels across the firm, enhanced parenting and family leave policies and reinvigorated inclusion networks, while sustaining our existing programs. |
| ∎ | More broadly, the Board and its Committees continue to work with management to enhance other aspects of our people strategy across all levels of the organization, including ongoing enhancements to our performance management process and our leadership pipeline health through succession planning, next-generation skill development and talent mobility. |
| ∎ | Consistent with our commitments to provide enhanced accountability, during 2022 we published our second annual People Strategy Report (available at www.gs.com), which provides tangible indicators of our progress on our people-related goals. Our next People Strategy Report will be issued later this year. |
| 30 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
STAKEHOLDER ENGAGEMENT
Stakeholder Engagement
| Commitment to Active Engagement with our Shareholders and Other Stakeholders |
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Stakeholder views regarding matters affecting our firm are important to our Board. We employ a year-round approach to engagement that includes proactive outreach as well as responsiveness to targeted areas of focus. We also seek to engage with all proponents of shareholder proposals. If you would like to speak with us, please contact our Investor Relations team at gs-investor-relations@gs.com.
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Our Approach
We engage on a year-round basis with a wide range of stakeholders, including shareholders, fixed income investors, credit rating agencies, ESG rating firms, proxy advisory firms, prospective shareholders and thought leaders, among others. We also conduct additional targeted outreach ahead of our annual meeting each year, and otherwise as needed.
Firm engagement is led by our Investor Relations team, including targeted outreach and open lines of communication for inbound inquiries. Board-level engagement is led by our Lead Director, who meets regularly with shareholders and other key stakeholders, and may include other directors as appropriate. Feedback is provided to all directors from these interactions to inform Board and Committee work.
Depth of Engagement
Corporate governance represents only one component of our broader approach to stakeholder engagement. We take a holistic, comprehensive approach when communicating with shareholders. Discussions on corporate governance matters are often part of a broader dialogue covering corporate strategy, business performance, risk oversight and other key themes.
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~90 | ~25 | ||
| Investor Conferences Participated in by senior management during 2022 |
Total Equity Investors Met Across all group and 1:1 engagements with senior management |
Fixed Income Investors Engaged Across group meetings with senior | ||
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Common Stock Outstanding Engaged Lead Director and/or Chair of Compensation Committee | |
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Shareholder Outreach Ahead of Annual Meeting |
40+
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>35%
Common Stock Outstanding Engaged IR engagement with shareholders on ESG issues during 2022 | |||
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1:1 Investor Meetings With C-Suite | |||||
During 2022, engagement with corporate governance stakeholders covered a variety of topics, including board governance, executive compensation and succession planning as well as business performance, strategic priorities and goals, financial resource management, firm culture and people strategy, risk management, sustainable finance and climate risk, and regulatory outlook.
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
31 |
SPOTLIGHT ON SUSTAINABILITY
Spotlight on Sustainability
Our Approach to Sustainability
Sustainability helps guide our everyday work with our clients, our emphasis on supporting our people and our broader strategic direction. Our priorities in this area underscore two broad themes—climate transition and inclusive growth—that represent our view of the risk and opportunity that continue to develop across sectors.
Since 2019 when we announced our $750 billion sustainable financing, investing and advisory activity target by 2030, we have achieved approximately $425 billion in sustainable finance activity, including $215 billion in climate transition, $67 billion in inclusive growth and the remainder in multiple themes.
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Climate Transition
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Clean Energy
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Sustainable Transport
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Waste & Materials
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Ecosystem Services
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Inclusive Growth
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Accessible & Innovative Healthcare
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Financial Inclusion
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Accessible & Affordable Education |
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Our efforts are grounded in a commercial, One Goldman Sachs focus that is integrated throughout our businesses and draws upon external partnerships and engagements that complement our work. In addition to building out and delivering capabilities in each of our segments, by engaging with clients to understand the variety of needs and opportunities they face, we are best able to deliver the firm’s expertise and capabilities by mobilizing across our businesses, deepening our client relationships and accelerating progress and impact.
Our annual Sustainability Report (which will be available later this year at www.gs.com/sustainability-report) will provide a more in-depth review of our firmwide sustainability strategy.
| Climate Transition |
| ∎ | As a financial institution, we have long been committed to providing innovative, commercial solutions for our clients to address and manage climate-related risk and accelerate the climate transition. We view climate transition as a key driver of both risk and opportunity, and we have been innovating and expanding our commercial capabilities to help our clients navigate the transition. |
| » | Our Sustainable Banking Group delivers an integrated one-stop shop for clients that educates, advises and delivers solutions towards our clients’ decarbonization strategies. To date, our solutions include climate transition financing, offsite and onsite renewable power procurement, commodity risk management strategies, carbon offset purchases and climate-related investments. |
| ∎ | In addition, we announced the first three investments by the Climate Innovation and Development Fund, a blended financing facility seeded with $25 million in philanthropic funding from Bloomberg Philanthropies and Goldman Sachs, and managed by the Asian Development Bank. The goal of the Fund and its investments is to support sustainable low-carbon economic development with a focus on South and Southeast Asia to increase the pace, scale and ambition of climate solutions and contribute to the clean energy transition. |
| ∎ | Near-Term Targets: In 2021, we announced our commitment to align our financing activities with a net-zero-by-2050 pathway and an expansion of our operational carbon commitment. |
| » | Interim 2030 Business-Related Targets: In Accelerating Transition, our firmwide 2021 Task Force on Climate-Related Disclosures (TCFD) Report, we set an initial set of business-related, ranged physical emissions intensity targets for 2030 focused on three sectors, including power, oil and gas, and auto manufacturing. These are sectors where we see an opportunity to proactively engage our clients, deploy capital required for transition and invest in new commercial solutions to drive decarbonization in the real economy. |
| » | Firm Operations and Supply Chain Targets: Carbon neutrality is also a priority for the operation of our firm and our supply chain. In 2015, we achieved carbon neutrality in our operations and business travel, ahead of our 2020 goal that was announced in 2009. We have since expanded our operational carbon commitment to include our supply chain, targeting net-zero carbon emissions by 2030. |
| 32 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
SPOTLIGHT ON SUSTAINABILITY
| ∎ | Climate Risk: Climate-related risks manifest in different ways across the firm’s businesses. To mitigate and manage these risks, we have continued to make significant enhancements to our climate risk management framework, including steps to further integrate climate risk into broader risk management processes and across risk disciplines. Through our Risk Identification process, we identify the most significant risks that drive potential climate impact for the firm. |
| » | For more information, our 2021 TCFD Report, Accelerating Transition, highlights how these methodologies serve as a foundation for measurement and integration of climate risk into business strategy and risk appetite. |
| » | The firm incorporates climate risk into its credit evaluation and underwriting processes for material transactions in select industries. Climate risk factors are evaluated as part of transaction due diligence for select loan commitments. The firm undertakes a robust review process to assess and consider climate impacts across our businesses. The firm has also established integrated climate risk governance and has designated roles and responsibilities across the three lines of defense to ensure appropriate oversight. |
We will publish an updated firmwide TCFD report later this year that will demonstrate our progress towards our climate-related goals and commitments.
| Inclusive Growth |
| ∎ | We recognize that growth that is not inclusive is not sustainable. To advance inclusive growth, we combine our experience, learnings from listening to the needs of diverse communities, and partnerships across the financial system to drive solutions that improve affordability, access and quality of life. |
| ∎ | Launched in 2021, One Million Black Women (OMBW) is our commitment to invest $10 billion in commercial capital and $100 million in philanthropic support to Black women-led and Black women-serving organizations, with the goal of impacting the lives of at least one million Black women by 2030. Since the launch of OMBW, two new philanthropic programs were created: Black in Business and Black Women Impact Grants. |
For more information on OMBW, including how we are measuring our progress, see the OMBW 2022 Impact Report available at www.gs.com.
Spotlight on Racial Equity Audit
| On March 17, 2023, we released the results of a ten-month racial equity audit, conducted by the law firm Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale), which has expertise in conducting racial equity audits and other assessments of civil rights impacts. WilmerHale was asked to examine and report on the effectiveness of three important initiatives: OMBW, the Fund for Racial Equity and our 10,000 Small Businesses program. Given the importance of these initiatives and our commitment to transparency, we felt that our stakeholders would benefit from this type of third party assessment, the results of which will help inform our future investment and philanthropic strategies.
We are pleased that WilmerHale found that these initiatives were “serious and substantial efforts to promote equity and opportunity for underserved communities,” that were conceived of and designed on the basis of rigorous planning, including “[assessments on] how to deploy [our] capital and other resources to reach external stakeholders most effectively.”
We reiterate our ongoing commitment to promoting equity within our firm, throughout the industry and in the communities where we work and live. To this end, the Governance Committee has directed our Office of Corporate Engagement to review the recommendations set forth in WilmerHale’s report and to provide an update to the Public Responsibilities Committee on its implementation of applicable enhancements. WilmerHale’s report is available at www.gs.com/corpgov. |
None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC.
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
33 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL NEO COMPENSATION DETERMINATIONS
Compensation Matters
Compensation Discussion and Analysis
This CD&A describes our executive compensation philosophy and the process by which our Compensation Committee makes executive compensation decisions, each of which is designed to support our strategic objectives and the long-term interests of our shareholders. Our 2022 NEOs are:
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| David Solomon | John Waldron | Denis Coleman | Philip Berlinski | Kathryn Ruemmler | ||||
| Chairman and CEO | President and COO | CFO | Global Treasurer | CLO and General Counsel | ||||
| 2022 Annual NEO Compensation Determinations |
The following table shows our Compensation Committee’s determinations regarding our NEOs’ 2022 annual compensation, as well as 2021 annual compensation information for those who were also NEOs for 2021.
This table is different from the SEC-required 2022 Summary Compensation Table on page 55. Dollar amounts in the following table are shown in millions.
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| David Solomon Chairman and CEO |
2022 | 25.00 | 2.00 | 6.90 | 16.10 |
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| 2021 | 35.00 | 2.00 | 9.90 | 23.10 |
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| John Waldron President and COO |
2022 | 23.50 | 1.85 | 8.66 | 12.99 |
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| 2021 | 33.00 | 1.85 | 12.46 | 18.69 |
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| Denis Coleman CFO |
2022 | 17.00 | 1.85 | 6.06 | 9.09 |
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| Philip Berlinski Global Treasurer |
2022 | 10.00 | 1.50 | 3.40 | 5.10 |
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| 2021 | 17.50 | 1.11(b) | 6.56 | 9.84 |
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| Kathryn Ruemmler CLO and General Counsel |
2022 | 12.00 | 1.50 | 4.20 | 6.30 |
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60 | 53 | ||||||||||||||||||||
| 2021 | 17.50 | 1.50 | 6.40 | 9.60 |
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60 | 55 | |||||||||||||||||||||
| (a) | Total annual compensation does not include the value of any previously granted SVC Awards because they are not part of annual compensation. For more information on these one-time, performance-based stock awards, see —Shareholder Value Creation Awards—A Detailed Look. |
| (b) | Reflects Mr. Berlinski’s effective salary for 2021, which amount takes into account his annualized salary increase to $1.5 million, effective as of September 20, 2021, in connection with his appointment to the Management Committee. |
| 34 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
| How our Compensation Committee Makes Decisions |
| Our Principles |
Firmwide Performance | Individual Performance | Market for Talent | Stakeholder Feedback |
CRO Input and Risk Management |
Regulatory Considerations | Independent Compensation Consultant | |||||||
Importance of Informed Judgment
To help ensure that our compensation program is appropriately aligned with our long-term strategy, stakeholder expectations and the safety and soundness of our firm, our Compensation Committee, within the structure of our Performance Assessment Framework and in the context of the inputs and factors described below, uses its informed judgment to evaluate, and structured discretion to set, executive compensation.
We believe this balanced approach, which is consistent with industry practice, is appropriate for our firm, and that a more formulaic compensation program would not be in the long-term best interests of our firm, our shareholders and other stakeholders.
| ∎ | Avoids Unintended Consequences and Mitigates Compensation-Related Risk. Our business is dynamic and requires us to respond rapidly to changes in our operating environment. As such, our annual compensation program is designed to encourage appropriate prudence by our senior leaders, on behalf of our shareholders and our clients, regardless of prevailing market conditions. |
| » | We use a Performance Assessment Framework to provide greater definition to, and transparency regarding, the pre-established financial and nonfinancial factors considered by the Compensation Committee to assess the firm’s performance in connection with compensation decisions for our NEOs and other senior leaders. However, a strictly formulaic compensation program would not permit adjustments based on less quantifiable factors, such as unexpected external events or individual performance. |
| ∎ | Performance-Based Pay Provides Alignment. While annual compensation decisions are based on our Compensation Committee’s informed judgment and use of structured discretion, the amounts ultimately realized by our NEOs (who received 100% of year-end equity-based pay in PSUs) are subject to ongoing performance metrics and tied to the firm’s longer-term stock price (settlement of PSUs and Shares at Risk delivered in respect of PSUs). |
Our Compensation Principles
Our Compensation Principles (available at www.gs.com/corpgov) underpin all of our compensation decisions, including the Compensation Committee’s determination of NEO compensation. The Committee recently undertook a review of our long-standing Compensation Principles, reaffirming the key elements contained therein as well as formally documenting in the principles our existing commitment and practice that compensation should promote a strong risk management and control environment. Key elements of our Compensation Principles include:
| Paying for Performance | Encouraging Firmwide Orientation & Culture | Discouraging Imprudent Risk-Taking | Attracting & Retaining Talent | |||
| Firmwide compensation should directly relate to firmwide performance over the cycle. | Employees should think and act like long-term shareholders, and compensation should reflect the performance of the firm as a whole. | Compensation should be carefully designed to be consistent with the safety and soundness of our firm. Risk profiles must be taken into account in annual performance reviews, and factors like liquidity risk and cost of capital should also be considered. | Compensation should reward an employee’s ability to identify and create value, and the recognition of individual performance should also be considered in the context of the competitive market for talent. | |||
| Promoting a Strong Risk Management and Control Environment | ||||||
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
35 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
Firmwide Performance
| Taking into account our pay-for-performance philosophy, our Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation. |
| ∎ | During 2019, we developed our initial Performance Assessment Framework to provide greater definition and transparency regarding the key factors considered by the Compensation Committee to assess the firm’s performance in connection with compensation decisions for our NEOs and our Management Committee. |
| » The Framework includes an assessment of pre-established financial metrics and nonfinancial factors on a firmwide basis. It also includes business metrics that underpin firmwide performance and serve to inform compensation decisions for the firm’s business leaders.
» The Framework aligns performance metrics and goals across our most senior leaders and provides a structure to help ensure that our compensation program for our NEOs and Management Committee continues to be appropriately aligned with our long-term strategy, our financial targets, stakeholder expectations and the safety and soundness of our firm. The Framework continues to evolve, as appropriate, to help ensure this purpose is served. |
| ∎ | In February 2022, the Committee adopted financial metrics and nonfinancial factors, each as described below, that informed the 2022 compensation decisions for our NEOs. |
| The assessment of firmwide performance takes into account a number of factors, including: |
| ∎ | 2022 financial performance, focused on the key metrics set forth in the Performance Assessment Framework, both on an absolute basis and relative to our Peers; |
| ∎ | Progress towards achieving the firm’s strategic objectives through a review of a dashboard of KPIs that support our medium-term financial targets; and |
| ∎ | Nonfinancial factors that underpin how our financial results are achieved and support appropriate investment in the firm’s future. |
|
Overview of Performance Assessment Framework
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| How the Results are Achieved/Investment in the Future | ||||||||
| Financial Performance | Clients | Risk Management | People | |||||
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∎ ROE ∎ ROTE ∎ Efficiency ratio ∎ TSR ∎ BVPS growth ∎ Pre-tax earnings ∎ Net revenues ∎ EPS ∎ Strategic priorities and KPIs: » Grow and strengthen existing businesses » Diversify our products and services » Operate more efficiently |
∎ Collaboration across the firm in support of One Goldman Sachs ∎ Strength of client feedback ∎ Broadening share of addressable market ∎ Progress towards sustainable finance commitments |
∎ Managing reputational risk ∎ Compliance ∎ Standing with regulators ∎ Governance and controls ∎ Managing operational risk ∎ Managing risk violations/ exceptions ∎ Capital and liquidity ∎ 360° feedback on risk management, firm reputation and compliance |
∎ Core Values ∎ Compliance and conduct matters ∎ Diversity, equity & inclusion (e.g., hiring and representation) ∎ Attrition ∎ Leadership pipeline health ∎ Return to office ∎ Strategic location headcount and hiring | ||||
| 36 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
Individual Performance
An assessment of each NEO’s individual performance and achievements is critical to our Compensation Committee’s decision-making process, including how each of our NEOs helped to contribute to firmwide performance based on the criteria set forth in the Performance Assessment Framework and other factors, in each case as applicable depending on the NEO’s role.
The performance of each of our NEOs is considered against the criteria in the Performance Assessment Framework, as well as evaluated under our 360° Review Process. The 360° Review Process includes confidential input from employees, including those who are senior to (other than for our CEO), peers of and junior to the employee being reviewed. Through the 360° Review Process, |
360o Revew Process
| |
| our NEOs’ performance is assessed across a variety of factors, including risk management and firm reputation, control-side empowerment, judgment, compliance with firm policies, culture contributions, diversity and inclusion, and client focus. | ||
| ∎ | Our CEO: Under the direction of our Lead Director, our Governance Committee evaluated the performance of Mr. Solomon, including consideration of performance pursuant to the Performance Assessment Framework, as well as a summary of his evaluation under the 360° Review Process (see Corporate Governance—Board Oversight of our Firm—Key Areas of Board Oversight—CEO Performance). Our Compensation Committee considered this evaluation and discussed Mr. Solomon’s performance as part of its discussions to determine his compensation. |
| ∎ | Other NEOs: Mr. Solomon discussed with the Governance Committee the performance of our COO and CFO, including consideration of Messrs. Waldron’s and Coleman’s performance pursuant to the Performance Assessment Framework, as well as a summary of their evaluations under the 360° Review Process. The Compensation Committee similarly considered these evaluations and discussed the performance of Messrs. Waldron and Coleman as part of its discussions to determine their compensation. Messrs. Solomon and Waldron also discussed with the Compensation Committee the performance of our other NEOs, including in respect of the metrics included in the Framework, as well as a summary of their evaluations under the 360° Review Process. In this context, they submitted variable compensation recommendations to the Compensation Committee for our NEOs, but did not make recommendations about their own compensation. |
Market for Talent
Our Compensation Committee broadly reviews the competitive market for talent as part of its review of our compensation program’s effectiveness in attracting and retaining talent, including to help determine NEO compensation.
| ∎ | Wherever possible, our goal is to be in a position to appoint people from within the firm to our most senior leadership positions. Our executive compensation program is intended to incentivize our people to stay at Goldman Sachs and to aspire to these senior roles. |
To this end, the Committee regularly evaluates our NEO compensation program using benchmarking to help ensure that our senior roles are properly valued, taking into account compensation program design and structure, as well as multi-year financial performance and quantum of NEO pay at our Peers. The Committee may also receive additional benchmarking information with respect to other companies with which the firm competes for talent (e.g., asset managers, S&P 100 companies).
| ∎ | The Committee performs this evaluation with information and assistance from HCM and the Committee’s independent compensation consultant, Meridian Compensation Partners, LLC (Meridian). |
| ∎ | Benchmarking information provided by HCM is obtained from an analysis of public filings by our Controllers and HCM functions, as well as surveys conducted by Willis Towers Watson regarding incentive compensation practices. |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
37 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
| Our Peers | ||
| U.S. Peers | European Peers | |
|
Bank of America Corporation |
Barclays PLC | |
| Citigroup Inc. |
Credit Suisse Group AG | |
| JPMorgan Chase & Co. |
Deutsche Bank AG | |
| Morgan Stanley |
UBS Group AG | |
| The Bank of New York Mellon Corporation |
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| Wells Fargo & Company |
||
| ∎ | In addition, the Compensation Committee (and other Committees as may be applicable in the context of their respective oversight) also receives and considers information on non-executive employee compensation, including information on aggregate compensation, attrition and retention. Annually, the Compensation Committee reviews and approves the equity award terms, including deferral levels, for equity-based awards granted to employees at all levels across the firm. Consistent with our Compensation Principles, employees at certain compensation thresholds receive a portion of their compensation in the form of equity-based awards, which increases as compensation increases, in order to help support employee share ownership and align employee interests with those of long-term shareholders. |
Stakeholder Feedback
Engagement has been and continues to be a priority for our Board and management. To this end, we engage extensively with our stakeholders each year (see Stakeholder Engagement). This feedback, together with feedback received over the last several years and the results of our annual Say on Pay vote, continues to inform our Board and Compensation Committee actions.
| ∎ | Feedback from the Say on Pay vote at the 2022 Annual Meeting (approximately 82% support), including stakeholder engagement in connection with our 2022 Annual Meeting, reflected continued support for our: |
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| ∎ | In determining the form, structure and amount of 2022 annual compensation, the Committee took into account this feedback, and discussed and evaluated that a core element of our Compensation Principles—as well as of stakeholder feedback—is paying-for-performance. In light of this, the Compensation Committee and the Board determined to keep the form and structure of annual compensation consistent year-over-year, while lowering 2022 annual variable compensation in consideration of the firm’s 2022 performance. In doing so, we have continued our commitment to various best practices (as described below). |
| 38 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
| In response to stakeholder feedback | ||
| Over the last several years, we have made a number of enhancements to our compensation program and restated our commitments to various best practices, including paying-for-performance and using performance-based equity awards to further link pay to longer-term results | ||
| Stakeholder Feedback |
Compensation Committee Action | |
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Pay-for-Performance Philosophy Limit use of Time-Based RSUs in Executive Compensation |
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Support for High Percentage of Performance-Based Pay and Rigor of Design High Protection of European Peers in Peer Group |
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Support for Robust Risk-Balancing Features Transparency Regarding Compensation Committee's Use of Discretion |
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| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
39 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
CRO Input & Risk Management
Effective risk management underpins everything we do, and our compensation program is carefully designed to be consistent with the safety and soundness of our firm.
| ∎ | Our CRO presented the annual risk assessment jointly to our Compensation Committee and our Risk Committee in order to assist with the evaluation of our program’s design. |
| » This assessment, which is also reviewed by our independent compensation consultant, is focused on whether our program is consistent with regulatory guidance providing that financial services firms should ensure that variable compensation does not encourage imprudent risk-taking.
» Our Compensation Committee and our CRO believe that the various components of our compensation program, including compensation plans, policies and practices, work together to balance risk and reward in a manner that does not encourage imprudent risk-taking. For example: |
| Compensation is considered based on risk-adjusted metrics, such as net revenues and ROE (which are reflected in our Performance Assessment Framework) |
Significant portion of pay in equity-based awards aligns with long-term shareholder interests |
Transfer Restrictions, Retention Requirements and Stock Ownership Guidelines work together to align compensation with long-term performance and discourage imprudent risk-taking |
Recapture provisions mitigate imprudent risk-taking; misconduct or improper risk analysis could result in clawback or forfeiture of compensation | |||
Regulatory Considerations
Our Compensation Committee also considers regulatory matters and the views of our regulators when determining NEO compensation. To this end, the Committee receives briefings on relevant regulatory developments. See also —CRO Input & Risk Management.
Independent Compensation Consultant Input
Our Compensation Committee recognizes the importance of using an independent compensation consulting firm that is appropriately qualified and that provides services solely to our Board and its Committees and not to our firm.
| ∎ | For 2022, our Compensation Committee received the advice of Meridian. Meridian provided input on our Performance Assessment Framework, our incentive compensation program structure and terms and other compensation matters generally. In addition, they reviewed our CRO’s compensation-related risk assessment and our 2022 NEO annual compensation program, including with respect to market context and expectations for Peer compensation, and they provided additional benchmarking information to the Committee. |
| ∎ | Our Compensation Committee determined that Meridian had no conflicts of interest in providing services to the Committee and was independent under the factors set forth in the NYSE rules for compensation committee advisors. |
| 40 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OVERVIEW OF ANNUAL COMPENSATION ELEMENTS AND KEY PAY PRACTICES
| Overview of Annual Compensation Elements and Key Pay Practices |
Our Compensation Committee believes the design of our executive compensation program is integral to further our Compensation Principles, including paying-for-performance and effective risk management. In addition, our variable compensation frameworks more broadly govern the variable compensation process for employees who could expose the firm to material amounts of risk (such as our NEOs).
| Pay Element | Characteristics | Purpose | 2022 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 2022, 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) |
Cash | Motivates and rewards achievement of company performance and strategic and operational objectives | In 2022, each of our NEOs received a portion of their annual variable compensation (no more than 40%) in the form of a cash bonus | |||
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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 | |||
| (a) | Our NEOs participate in the Goldman Sachs Partner Compensation Plan (PCP), under which we determine variable compensation for all of our PMDs. Previously granted SVC Awards are not part of annual compensation. For more information on these one-time, performance-based stock awards, see —Shareholder Value Creation Awards—A Detailed Look. |
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, as well as our Management Committee
Align pay with firmwide performance, including through use of PSUs
Use Performance Assessment Framework to assess performance through financial and nonfinancial metrics (e.g., clients, risk management and people-related metrics)
Exercise informed judgment responsive to the dynamic nature of our business, including consideration of appropriate risk-based and other metrics in our Performance 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
Use independent compensation consultant
What We Don't Do
No employment agreements providing for severance pay with our executive officers (including our NEOs)
No golden parachutes
No guaranteed bonus arrangements with our executive officers
No tax gross-ups for our executive officers, except in connection with international assignments and relocations
No change to SVC Award thresholds for economic conditions
No repricing of underwater stock options
No excessive perquisites
No ongoing service-based pension benefit accruals for executive officers
No hedging transactions or short sales of our Common Stock permitted for any executive officer
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
41 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
| 2022 Annual Compensation |
Our Compensation Committee made its annual compensation determinations for our NEOs in the context of our Compensation Principles, which encompass a pay-for-performance philosophy, and after consideration of the factors set forth in —How our Compensation Committee Makes its Decisions.
| Compensation reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term results |
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2022 Annual Compensation for NEOs Reflects Pay-for-Performance Philosophy
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Solid results despite a challenging
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Strong individual performance
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| ∎ Second highest net revenues and full-year EPS as well as double digit returns ∎ Year-over-year decline in firm performance, including due to impacts of challenging operating environment ∎ Continued progress in many of our strategic initiatives, with more work needed to fully realize longer-term ambitions
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∎ Effective leadership and set appropriate tone from the top ∎ Led ongoing execution of our strategic priorities, including business realignment ∎ Commitment to our people strategy, including advancing our culture, diversity and talent development | |
2022 Firmwide Performance: Delivered Solid Results Despite a Challenging Economic Backdrop
Our Compensation Committee places key importance on the assessment of annual firmwide performance when determining NEO compensation, which is core to our pay-for-performance philosophy.
| ∎ | Performance is assessed in a holistic manner and was guided by our Performance Assessment Framework (using metrics determined by our Compensation Committee in February 2022), without ascribing specific weight to any single factor or metric, as we continue to believe that a formulaic compensation program would not be in the best interests of our firm or our shareholders. |
| ∎ | In reviewing financial performance for 2022, the Committee received absolute and relative financial metrics and considered the comparison to the firm’s record 2021 performance. They also took into account a variety of other firmwide and business specific metrics, as well as the context of the broader operating environment and the challenging economic backdrop during 2022. |
| ∎ | In addition, the Committee also considered how 2022 results were achieved, including how the firm continued to invest in its future and how each NEO and each business contributed to the various client, risk management, and people-related strategies and goals set forth in the Framework, including as described in —2022 Individual Performance. |
The execution and evolution of the firm’s long-term growth strategy was also central to our Compensation Committee decisions for 2022 compensation.
| ∎ | Our NEOs, and in particular our Executive Leadership Team, drove the continued execution of our strategic plan throughout 2022 and made important decisions to evolve the firm’s strategy in line with our long-term goals. While continued progress was made, there is more work needed to fully realize our longer-term ambitions. Pursuant to the Performance Assessment Framework, the Committee considered progress towards achieving our strategic goals in 2022 by reviewing a dashboard of progress across various KPIs. |
| » | In this regard, the Committee took into account our NEOs’ clear focus on our strategic realignment, which is intended to strengthen our businesses and improve our efficiency. |
| ∎ | Each of our NEOs also focused on the continued implementation of an operating approach that delivers One Goldman Sachs to our clients, is underscored by a multi-year financial-planning process, invests in new and existing businesses and enhances accountability and transparency. |
| 42 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
The Committee continues to focus on ensuring that the structure and amount of our NEO compensation appropriately incentivizes our NEOs to continue to build long-term, sustainable growth and to achieve our financial targets, without undue emphasis on shorter-term results.
| ∎ | For example, each of our NEOs receives at least 60% of his or her variable compensation in equity-based awards that promote alignment with long-term shareholder interests. |
| ∎ | Further, equity-based awards for our continuing Management Committee members, including for our NEOs, are all in the form of PSUs, resulting in a significant portion of compensation for our most senior leaders being subject to ongoing performance metrics. |
| Assessment of 2022 Firmwide Performance
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| Financial performance |
ROE
10.2% |
ROTE(a)
11.0% |
Net Revenues
$47.4 billion (2nd highest full-year net revenues) |
EPS
$30.06 (2nd highest full-year EPS) | ||||
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Pre-Tax Earnings
$13.5 billion |
Efficiency Ratio
65.8% |
1-Year TSR
-7.9% |
BVPS Growth
6.7% YoY | ||||
| Progress Across our Strategic Goals
|
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| Grow and strengthen existing businesses |
∎ Reported record net revenues in FICC financing and Equities financing, enhancing durability of revenues
∎ Ranked #1 in worldwide announced and completed M&A(b); grew wallet share across Global Banking & Markets(c)
∎ Increased AUS by $77 billion(d) in 2022, including long-term net inflows of $50 billion, resulting in record AUS of $2.5 trillion | |||||||
| Diversify our products and services |
∎ Continued building Transaction banking capabilities, with $70 billion in deposits at 2022 year-end
∎ Continued to drive third-party alternatives fundraising, with gross third-party alternatives fundraising across strategies of $72 billion in 2022
∎ Focus on Workplace and Personal Wealth channel
∎ Net interest income increased 19% year-over-year for 2022 | |||||||
| Operate more efficiently |
∎ Diversified funding mix; increased deposits by approximately $23 billion year-over-year, reflecting growth in private bank and consumer deposits and transaction banking deposits
∎ Continued to expand presence in strategic locations and make ongoing investments in automation and infrastructure | |||||||
| (a) For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP Measures.
(b) Source: Dealogic.
(c) 2022 wallet share vs. 2019 wallet share. Based on reported revenues for Advisory, Equity underwriting, Debt underwriting, FICC and Equities. Total wallet includes GS, JPM, C, MS, BAC, UBS, BARC, CS, DB.
(d) Includes net inflows from acquisitions/(dispositions) of $316 billion, substantially all from the acquisition of NN Investment Partners. |
2022 Individual Performance
| ∎ | The Committee assesses how each NEO’s individual performance (highlights of which are set forth below) contributed to the firm’s overall performance, including execution of our long-term strategy as well as how each NEO exhibited effective leadership and set the tone-at-the-top in the stewardship of our culture and Core Values. |
| ∎ | The Committee also considers the metrics and factors described in our Performance Assessment Framework (e.g., clients, risk management and people-related metrics), including assessments of each NEO against the criteria in the Framework and other factors, in each case as applicable dependent on each NEO’s role. |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
43 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
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David Solomon
Chairman and CEO |
| Key Responsibilities | ||
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As Chairman and CEO, Mr. Solomon is responsible for leading our business operations and overseeing our firm, leading development and implementation of corporate policy and strategy and serving as primary liaison between our Board and our firm and as a primary public face of our firm. | ||
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2022 Annual Compensationcash compensation28% variabl8% base salary64% PSUs$25MEquity-based compensation represented70% of 2022 annual variable compensation,paid 100% in PSUs subject to ongoingperformance metrics.
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Key Performance Highlights
Mr. Solomon displayed strong and effective leadership of our firm during 2022, exhibiting relentless focus on our forward strategy, including the announced evolution thereof, driving strong financial performance despite a challenging operating environment and displaying an authentic commitment to our people and culture, clients, shareholders and broader stakeholders.
Mr. Solomon’s 2022 dashboard:
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Clients
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∎ Actively drove our forward strategic plan, including to: » Champion client centricity, including ongoing execution of our One Goldman Sachs approach » Strategically realign and re-organize revenue businesses » Narrow the firm’s ambitions for its direct-to-consumer strategy » Continue to capitalize on opportunities to expand addressable markets and provide differentiated client service » Exhibit commitment to ongoing transparency with 2023 Investor Day ∎ Displayed unwavering commitment to client engagement, delivering consistent, personal engagement with leaders of clients across the globe and regularly participating in group client and industry events ∎ Drove sustainability strategy, in particular to further accelerate and operationalize associated commercial capabilities to serve our clients
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Risk Management
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∎ Emphasizing the importance of an appropriate risk management and control environment ∎ Instilling a strong focus on the management of financial and nonfinancial risks ∎ Continued strong engagement with our regulators and top government officials, both in the U.S. and globally ∎ Worked closely with the Board and CRO to manage the firm’s Russia exposure, including with respect to our commitment to unwind our onshore business in response to Russia’s invasion of Ukraine
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People
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∎ Continued to reinforce our culture and Core Values and advance our people strategy, including by: » Reinvigorating focus on the firm’s culture and continued emphasis on our employees’ responsibility to protect and foster integrity, encourage escalation and hold themselves and others to the highest standards of conduct » Sponsoring our people and talent initiatives, including progressing towards aspirational diversity goals, developing next generation talent, promoting internal mobility efforts and enhancing wellness offerings » Leading firmwide and external dialogue on important social topics, such as the firm’s diversity, equity and inclusion strategy and commitment to sustainable finance and climate transition » Visiting our offices across the globe to host internal events and underscore the value of “Return to Office” and the firm’s people and culture » Recruiting various strategic hires and appointing key PMDs to focus on innovation and execution of the firm’s strategy |
| 44 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
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John Waldron
President and COO |
| Key Responsibilities | ||
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As President and COO, Mr. Waldron’s responsibilities include managing our day-to-day business, executing our firmwide strategy and other priorities and closely collaborating with our senior management team across the breadth of the firm’s operations, as well as engaging with, and serving as a liaison to, our clients. | ||
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Compensation reflects firm performance
