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

Transcription

1 The Golman Sachs Group, Inc. Annual Meeting of Shareholers Proxy Statement 2018

2 The Golman Sachs Group, Inc. The Golman Sachs Group, Inc. Notice of 2018 Annual Meeting of Shareholers TIME AND DATE 8:30 a.m., local time, on Wenesay, May 2, 2018 PLACE Golman Sachs offices locate at: 30 Huson Street, Jersey City, New Jersey ITEMS OF BUSINESS Election to our Boar of Directors of the 11 irector nominees name in the attache Proxy Statement for a one-year term An avisory vote to approve executive compensation (Say on Pay) Approval of The Golman Sachs Amene an Restate Stock Incentive Plan (2018) Ratification of the appointment of PwC as our inepenent registere public accounting firm for 2018 Consieration of shareholer proposals, if properly presente by the relevant shareholer proponents Transaction of such other business as may properly come before our 2018 Annual Meeting of Shareholers RECORD DATE The recor ate for the etermination of the shareholers entitle to vote at our 2018 Annual Meeting of Shareholers, or any ajournments or postponements thereof, was the close of business on March 5, 2018 Important Notice Regaring the Availability of Proxy Materials for our Annual Meeting to be hel on May 2, Our Proxy Statement, 2017 Annual Report to Shareholers an other materials are available on our website at By Orer of the Boar of Directors, Beverly L. O Toole Assistant Secretary March 23, 2018 Your vote is important to us. Please exercise your shareholer right to vote. By March 23, 2018, we will have sent to certain of our shareholers a Notice of Internet Availability of Proxy Materials (Notice). The Notice inclues instructions on how to access our Proxy Statement an 2017 Annual Report to Shareholers an vote online. Shareholers who o 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 27, For more information, see Frequently Aske Questions.

3 Table of Contents Table of Contents Letter from our Chairman an CEO...ii Letter from our Lea Director...iii Executive Summary Annual Meeting Information...1 Matters to be Vote on at our 2018 Annual Meeting...1 Impact of Certain Tax-Relate Items on the Firm s 2017 Performance...2 Performance Highlights...3 Compensation Highlights Stock Incentive Plan Highlights...9 Corporate Governance Highlights...10 Shareholer Engagement...13 Corporate Governance...15 Item 1. Election of Directors...15 Our Directors...15 Inepenence of Directors...24 Structure of our Boar an Governance Practices...25 Our Boar Committees...25 Boar an Committee Evaluations...27 Boar Leaership Structure...28 Year-Roun Review of Boar Composition...31 Director Eucation...32 Commitment of our Boar...32 Boar Oversight of our Firm...34 Key Areas of Boar Oversight...34 Compensation Matters...37 Compensation Discussion an Analysis NEO Compensation Determinations...37 Key Pay Practices...46 Framework for Compensation Decisions...47 Overview of Compensation Elements...50 Other Compensation Policies an Practices...53 GS Gives...56 Executive Compensation Summary Compensation Table Grants of Plan-Base Awars Outstaning Equity Awars at Fiscal Year-En Option Exercises an Stock Veste Pension Benefits Non-Qualifie Deferre Compensation Potential Payments Upon Termination or Change in Control...65 Report of our Compensation Committee...68 Item 2. An Avisory Vote to Approve Executive Compensation (Say on Pay)...69 Item 3. Approval of The Golman Sachs Amene an Restate Stock Incentive Plan (2018)...70 Pay Ratio Disclosure...77 Non-Employee Director Compensation Program Auit Matters...82 Report of our Auit Committee...82 Item 4. Ratification of PwC as our Inepenent Registere Public Accounting Firm for Items 5-6: Shareholer Proposals...84 Certain Relationships an Relate Transactions Beneficial Ownership...91 Aitional Information...94 Frequently Aske Questions Annex A: Calculation of Non-GAAP Measures...A-1 Annex B: Aitional Details on Director Inepenence...B-1 Annex C: The Golman Sachs Amene an Restate Stock Incentive Plan (2018)...C-1 Directions to our 2018 Annual Meeting of Shareholers...D-1 This Proxy Statement inclues forwar-looking statements. These statements are not historical facts, but instea represent only the firm s beliefs regaring future events, many of which, by their nature, are inherently uncertain an outsie of the firm s control. Forwar-looking statements inclue statements about potential revenue an growth opportunities. It is possible that the firm s actual results, incluing the incremental revenues, if any, from such opportunities, an financial conition may iffer, possibly materially, from the anticipate results, financial conition an incremental revenues inicate in these forwar-looking statements. For a iscussion of some of the risks an important factors that coul affect the firm s future results an financial conition, see Risk Factors in Golman Sachs Annual Report on Form 10-K for the year ene December 31, Statements about Golman Sachs revenue an growth opportunities are subject to the risk that the firm s businesses may be unable to generate aitional incremental revenues or take avantage of growth opportunities. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs i

4 Letter from our Chairman an CEO Letter from our Chairman an CEO March 23, 2018 Fellow Shareholers: You are corially invite to atten the 2018 Annual Meeting of Shareholers of The Golman Sachs Group, Inc. We will hol the meeting on Wenesay, May 2, 2018 at 8:30 a.m., local time, at our offices in Jersey City, New Jersey. Enclose you will fin a notice setting forth the items we expect to aress uring the meeting, a letter from our Lea Director, our proxy statement, a form of proxy an a copy of our 2017 annual report to our shareholers. In our 2017 letter to our shareholers, which is inclue in the annual report, we escribe our focus in achieving sustainable earnings growth an the strategic initiatives that are riving progress in each of our major businesses. We also iscuss how the operating environment has shifte an the potential implications for our businesses. We are committe to proviing our shareholers with long-term value, an we hope that you will fin the letter informative. I woul like to personally thank you for your continue investment in Golman Sachs. We look forwar to welcoming many of you to our annual meeting. Your vote is important to us: even if you o not plan to atten the meeting in person, we hope your votes will be represente. Lloy C. Blankfein Chairman an Chief Executive Officer Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs ii

5 Letter from our Lea Director Letter from our Lea Director March 23, 2018 To my fellow shareholers, As our 2018 Annual Meeting approaches, it is my privilege as your Lea Director to reflect on the past year an share irectly with you some highlights of the work of our Boar. It will come as no surprise that 2017 was another eventful year for the firm, particularly given the rapily changing business an regulatory environment across the globe. Over the course of the year we saw the firm s senior management remain steafast in its focus on the firm s operating performance, helping to rive revenue an pre-tax earnings growth across the firm with higher revenues in three of the firm s four business segments, which helpe offset a challenging backrop for the firm s market making businesses. Senior management also continue to remain focuse on positioning the firm strategically for the future. In my letter to you last year, I wrote about the importance of executive succession planning. Since then we have continue to work closely with our Chairman an CEO Lloy Blankfein with respect to the firm s long-term an emergency executive succession plans, meeting regularly with Lloy an in close an executive sessions. Over the course of 2017 an early 2018, our Boar oversaw the successful transition of several executive officers, incluing members of our executive leaership team, as well as of key control-sie leaers across the firm. Importantly, as a result of our ongoing iscussion an eliberation, our Boar etermine to take the next step in its succession plan for the CEO, ientifying Davi Solomon as sole Presient an Chief Operating Officer. We are certain that Davi will continue to istinguish himself in this role an we look forwar to working closely with him. As a result, it was announce earlier this month that Harvey Schwartz has ecie to retire from the firm in April after an over 20-year career with the firm. Harvey has serve with istinction in numerous leaership roles across the firm s businesses, as Chief Financial Officer an most recently as Presient an Co-Chief Operating Officer, in each case making significant contributions to the firm an its culture. These transitions are emblematic of the firm s leaership bench, an we remain confient in the breath, epth an commitment of the firm s management team. Insie an outsie of our inustry, the year was also marke by heightene attention to issues relating to culture an conuct. Our Boar has long recognize the importance of oversight of the firm s culture an reputation, an recent events serve to unerscore that we must remain resolute in this focus. Matters relating to culture, conuct an reputation were iscusse regularly uring our meetings in 2017, incluing at our Public Responsibilities Committee. Engagement an Commitment First, I wante to take this opportunity to report to you on my year of engagement as your Lea Director. In aition to 54 Boar an staning committee meetings an 23 sessions our irectors hel without management present, in 2017 I ha over 95 aitional meetings, calls an engagements with the firm an its people, our shareholers, regulators an other constituents, incluing meetings with shareholers large an small representing approximately 28% of our shareholer base. This engagement is invaluable to me as Lea Director an helps to inform our Boar s eliberations. Hearing irectly from our shareholers informs both me an our entire Boar, an enables us to be more effective stewars of your shareholer capital. It is clear to me from these iscussions that our shareholers expect our Boar to think broaly about our stakeholers as we work with management to create value, incluing the role the firm plays within the communities in which we work an live. Accoringly, we are committe to maintaining our iligence in overseeing the firm s performance, risk management an investment in our people an communities. It is our goal to operate our Boar in the most effective manner possible, an we are committe to evaluating ourselves accoringly. As a result of ongoing feeback an our annual Boar an committee evaluation process, Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs iii

6 Letter from our Lea Director beginning at the en of 2017 we ae more meetings of our Auit an Risk Committees to our scheule to provie our irectors with aitional opportunities to focus on the critical manates of these committees. Focus on Growth I know from my own engagement with shareholers the importance you place on the creation of long-term shareholer value. During 2017 we provie avice an guiance to management on their strategic vision for a forwar-looking growth plan, which was announce to the market in September To this en, over the course of the year we engage regularly with management on the execution of firmwie, regional an ivisional strategies focuse on innovation an growth an supporte by soun risk management. Through ongoing monitoring of the firm s progress on these growth initiatives an otherwise, we will continue to hol management accountable for riving an sustaining long-term growth for our firm. Consierations Regaring Executive Compensation As you will recall, uring 2016 our Compensation Committee conucte a robust evaluation of the firm s executive compensation structure, taking into account input from various key stakeholers, incluing you, our shareholers. This evaluation resulte in several changes to the firm s executive compensation program, an we were please that shareholers at our 2017 annual meeting overwhelmingly supporte this revise approach. As escribe in the proxy statement, given this support we maintaine a consistent executive compensation structure for 2017 annual compensation, which we believe appropriately incentivizes management an is consistent with our compensation principles. Boar Composition an Diversity Appropriate Boar composition is critical to our Boar s ability to carry out all of its responsibilities, incluing those escribe above an in this proxy statement. We are keenly aware that our shareholers, regulators an other constituents are highly intereste in boar composition, particularly as it relates to iversity. We have been, an will continue to be, committe to iversity, broaly efine, on our Boar. With this in min, we have been engage actively in a irector search with a particular focus on iverse caniates. More broaly with respect to our Boar succession planning, we have aske Bill George, who recently turne 75, to stan for re-election at our 2018 annual meeting. We benefit immensely from Bill s jugment, counsel an institutional knowlege across a broa range of topics, incluing with respect to reputational risk. Bill serve as Chair of the Boar s Committee to Oversee the Business Stanars Committee in 2010, incluing the aoption of the 39 recommenations for the firm, an has serve as Chair of our Public Responsibilities Committee since its initial inception. In aition, we etermine that it woul be beneficial to transition the chairmanship of our Compensation Committee at this time to provie appropriate succession given that Jim Johnson, our current Chair, will turn 75 before next year s annual meeting. To this en, beginning in May, Michele Burns will become the Chair of our Compensation Committee an Mark Winkelman will replace Michele as the Chair of our Risk Committee. Michele has istinguishe herself over the course of her tenure on our Boar, an in this new role will raw upon her backgroun as the former CEO of Mercer LLC an as the past Chair of both our Auit an Risk Committees. Mark has similarly emonstrate keen jugment an effective risk management over the course of his career, incluing in his current service on our Boar an Risk Committee. Mark also brings important connectivity from his role as the Chair of the Risk Committee of our subsiiary, Golman Sachs International. We are grateful to Jim for his invaluable service as the Chair of our Compensation Committee, an we look forwar to his continue input an the benefit of his institutional knowlege on our Boar over his remaining tenure. On behalf of our Boar, I am grateful for your ongoing support of both our Boar an the firm. I look forwar to continuing our ialogue as we invest together in the future of this firm. Aebayo O. Ogunlesi Lea Director iv Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

7 Executive Summary 2018 Annual Meeting Information Executive Summary This summary highlights certain information from our Proxy Statement for the 2018 Annual Meeting. You shoul rea the entire Proxy Statement carefully before voting. Please refer to our glossary in Frequently Aske Questions on page 96 for efinitions of certain capitalize terms Annual Meeting Information DATE AND TIME PLACE RECORD DATE ADMISSION 8:30 a.m., local time Wenesay, May 2, 2018 Golman Sachs offices locate at: 30 Huson Street, Jersey City, New Jersey March 5, 2018 Photo ientification an proof of ownership as of the recor ate are require to atten the Annual Meeting For aitional information about our Annual Meeting, incluing how to access the auio webcast, see Frequently Aske Questions. Matters to be Vote on at our 2018 Annual Meeting BOARD RECOMMENDATION PAGE Item 1. Election of Directors FOR each irector 15 Other Management Proposals Item 2. An Avisory Vote to Approve Executive Compensation (Say on Pay) FOR 69 Item 3. Approval of The Golman Sachs Amene an Restate Stock Incentive Plan (2018) FOR 70 Item 4. Ratification of PwC as our Inepenent Registere Public Accounting Firm for 2018 FOR 82 Shareholer Proposals Item 5. Shareholer Proposal Requesting Report on Lobbying Requests that the firm prepare a report isclosing various policies, proceures an expenitures relating to lobbying Item 6. Shareholer Proposal Regaring Amenments to Stockholer Proxy Access Requests that the firm amen its governing ocuments to allow an unlimite number of shareholers to form a nominating group to submit proxy access irector nominees AGAINST 84 AGAINST 86 Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 1

8 4.9% 590 bps 10.8% $9.01 $10.75 $19.76 GAAP ROE Impact of U.S. Tax Legislation ROE Ex. U.S. Tax Legislation GAAP EPS Impact of U.S. Tax Legislation EPS Ex. U.S. Tax Legislation Executive Summary Impact of Certain Tax-Relate Items on the Firm s 2017 Performance Impact of Certain Tax-Relate Items on the Firm s 2017 Performance During 2017, the Tax Cuts an Jobs Act (U.S. Tax Legislation) was enacte, resulting in a $4.4 billion one-time estimate income tax expense for the firm. This tax expense inclue an approximately $3.3 billion expense associate with a one-time eeme repatriation tax on foreign earnings an an approximately $1.1 billion expense relate to the remeasurement of our eferre tax assets, an reuce ROE by 590 basis points an EPS by $ When making NEO compensation eterminations, our Compensation Committee exclue the impact of this tax expense; a summary of this ajustment (which resulte in an increase to ROE an EPS) is shown below. 10.8% $ bps $ % $9.01 GAAP ROE Impact of U.S. Tax Legislation ROE Ex. U.S. Tax Legislation GAAP EPS Impact of U.S. Tax Legislation EPS Ex. U.S. Tax Legislation When making NEO compensation eterminations, our Compensation Committee also ajuste ROE an EPS to exclue the $719 million income tax benefit arising from the firm s require aoption of a new accounting stanar relating to employee share-base payment accounting (Stock Accounting Stanar). Excluing this benefit resulte in a ecrease to our ajuste ROE from 10.8% to 9.8% an a ecrease to our ajuste EPS from $19.76 to $ The Committee believe it was appropriate to primarily assess 2017 firmwie performance excluing both the estimate negative impact of the charge relate to U.S. Tax Legislation as well as the positive impact of the Stock Accounting Stanar given that both were outsie management s control an i not reflect the firm s operating performance. In the Performance Highlights that follow, ROE an EPS are presente excluing only the estimate impact of U.S. Tax Legislation in orer to improve comparability against peer results. For aitional etail on both ajustments, please see Annex A. 2 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

9 2017 vs Performance +5% +3% +8% Net Revenues Expenses Pre-tax Earnings ROE Ex. U.S. Tax Legislation3 10.9% 10.8% 4.9% 9.7% 7.9% 7.6% 7.0% 3.1% 1.4% -1.0% JPM GS MS BAC UBS C CS DB BARC Executive Summary Performance Highlights Performance Highlights We encourage you to rea the following Performance Highlights as backgroun to this Proxy Statement. In 2017, we elivere higher net revenues, positive operating leverage an stronger pre-tax earnings year-over-year espite a challenging environment for our market-making businesses. We close the year with a leaing franchise across many of our businesses an an articulate strategy to grow net revenues an earnings. BUSINESS PERFORMANCE HIGHLIGHTS Net revenues in 2017 were up 5% year-over-year, outpacing total operating expenses, which were up only 3% year-over-year, resulting in soli pre-tax earnings growth of 8% to $11.1 billion an EPS (Ex. U.S. Tax Legislation) of $19.76, up 21% year-over-year.» 3 of 4 segments poste higher net revenues year-over-year, with recor Investment Management net revenues an Investment Banking posting its secon-best year of net revenues.» Pre-tax Margin was 34.7%, up 100 basis points as compare to Since 2009 year-en, we have grown BVPS an average of 6% per year. We have shown a commitment over time to pruently managing our expense base. Examples inclue:» 37.0% Compensation Ratio, own 110 basis points as compare to 2016.» Approximately $2.8 billion in announce an complete expense initiatives since » 930 basis points reuction in average annual Compensation Ratio for as compare to % 2017 vs Performance +3% +8% Net Revenues Expenses Pre-tax Earnings RETURN OUTPERFORMANCE VS. GLOBAL PEERS The firm continue to post strong relative performance against its global peer group. 2 Our 2017 ROE (Ex. U.S. Tax Legislation) of 10.8% was approximately 190 basis points higher than the U.S. Peer average an approximately 820 basis points higher than the European Peer average (excluing the impact of U.S. Tax Legislation for all firms). On a U.S. GAAP basis, GS ROE was 4.9%, which is epicte in the chart below. 10.9% 10.8% 9.7% ROE Ex. U.S. Tax Legislation 3 7.9% 7.4% 7.0% 4.9% 3.1% 1.0% -1.0% JPM GS MS BAC UBS C CS DB BARC 1 Comprise of $1.9 billion run-rate savings complete in an $0.9 billion run-rate savings complete in U.S. Peers refers to Bank of America Corp., Citigroup Inc., JPMorgan Chase & Co. an Morgan Stanley. European Peers refers to Barclays, Creit Suisse, Deutsche Bank an UBS. 3 Base on public isclosures available as of March 20, For aitional etail on the U.S. Tax Legislation-relate ajustment for GS, please see Annex A. On a GAAP basis, average ROE for our U.S. Peers was 5.2% an average ROE for our European Peers was -1.2%. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 3

10 Year-over-Year Net Revenue Change Investing & Lening Investment Banking Investment Management Institutional Client Services +61% +18% +7% -18% Contribution to Firmwie 2017 Net Revenues by Segment Investment Management 19% Investment Banking 23% FICC 17% Equities 21% Investing & Lening 20% Institutional Client Services Executive Summary Performance Highlights DIVERSIFIED FRANCHISE During 2017, we maintaine strong franchise positions across our businesses, investe in opportunities for growth an maintaine a iversifie mix of net revenues. The iversity of our net revenue mix was instrumental in our performance for the year, with three of our four segments proucing soli revenue growth leaing to an overall increase in the firm s net revenues. Investing & Lening Year-over-Year Net Revenue Change Investment Banking Investment Management Institutional Client Services Contribution to Firmwie 2017 Net Revenues by Segment +61% Investment Management 19% Investment Banking 23% +18% +7% Investing & Lening 20% FICC 17% -18% Equities 21% Institutional Client Services Key Business Highlights INVESTMENT BANKING #1 in worlwie announce an complete M&A an #1 in worlwie equity an equity-relate offerings an common stock offerings Recor Unerwriting an strong Financial Avisory results yiele secon-highest annual net revenues; recor Debt Unerwriting net revenues reflect our leaing leverage finance franchise INSTITUTIONAL CLIENT SERVICES Challenging environment characterize by low levels of volatility an low client activity Following expense an capital efficiency-focuse initiatives, we shifte to focus on net revenue growth INVESTING & LENDING Continue support for our clients through lening activities an capital commitment Broaening our client base in the retail space with Marcus: by Golman Sachs INVESTMENT MANAGEMENT Assets uner supervision up 8% year-over-year to recor $1.49 trillion ami challenging backrop for active asset managers Recor annual net revenues, incluing recor management an other fees 4 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

11 94% 58% GS U.S. Peer Average Executive Summary Performance Highlights TRACK RECORD OF CAPITAL RETURN We have been able to maintain a leaing track recor of returning capital to our shareholers.» We finishe 2017 with recor low shares of Common Stock outstaning of million at year-en.» We returne approximately $8 billion of capital in 2017 through share repurchases an common iviens. Average Annual Payout Ratio: % 27% Reuction in Common Stock outstaning 2 ( ) GS 58% U.S. Peer Average 374.8mm 2017YE recor low shares of Common Stock outstaning ~$8bn Capital returne to common shareholers in For 2017, exclues the impact of U.S. Tax Legislation for GS an its U.S. Peers base on public isclosures. For aitional etail on ajustments for GS, please see Annex A. 2 Change reflects 2009 year-en to 2017 year-en. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 5

12 Estimate Year 3 Net Revenue Opportunity $1.0bn+ $2.0bn+ $0.5bn+ $1.0bn+ $0.5bn+ $5.0bn+ FICC opportunity Firmwie lening an financing efforts1 Marcus loan an eposit platform $1.0bn+ PWM lening an GS Select $500mm+ Institutional lening an financing $500mm+ Investment Banking coverage strategy Investment Management Equities clients coverage strategy Total firmwie net revenue growth opportunity Firmwie Impact $2.5bn+ Pre-tax earnings 150bps+ ROE expansion2 Executive Summary Performance Highlights GROWTH INITIATIVES TO DRIVE REVENUES In 2017, our management team announce a strategy outlining a $5 billion net revenue growth plan. Throughout the year, management began to execute on the growth plan with an expecte 3-year time horizon, an we are working intensely to achieve this goal. The plan articulate specific initiatives unerway across businesses, but can be summarize into the below categories: Estimate Year 3 Net Revenue Opportunity FICC opportunity $1.0bn+ Firmwie lening an financing efforts 1 Marcus loan an eposit platform $1.0bn+ PWM lening an GS Select $500mm+ Institutional lening an financing $500mm+ $2.0bn+ Investment Banking coverage strategy $0.5bn+ Investment Management $1.0bn+ Equities clients coverage strategy $0.5bn+ Total firmwie net revenue growth opportunity $5.0bn+ Firmwie Impact $2.5bn+ Pre-tax earnings 150bps+ ROE expansion 2 1 Inclue in our Investing & Lening segment. 2 Estimate as of September 2017, assume pre-tax earnings of $2.5 billion, taxe at our marginal rate, an an estimate incremental $5 billion of attribute equity. 6 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

13 Executive Summary Compensation Highlights Compensation Highlights (see Compensation Matters, beginning on page 37) We provie highlights of our compensation program below. It is important that you review our CD&A an compensation-relate tables in this Proxy Statement for a complete unerstaning of our compensation program NEO COMPENSATION DETERMINATIONS The following table summarizes our Compensation Committee s 2017 annual compensation ecisions for our NEOs (ollar amounts shown in millions). NAME AND SALARY/FIXED ANNUAL VARIABLE COMPENSATION ($) TOTAL ($) PRINCIPAL POSITION ALLOWANCE ($) CASH PSUS RSUS/REST. STOCK EXECUTIVE LEADERSHIP TEAM Lloy C. Blankfein, Chairman an CEO Davi M. Solomon, Presient an Co-COO Harvey M. Schwartz (retiring) Presient an Co-COO R. Martin Chavez, Executive Vice Presient an CFO VICE CHAIRMEN Richar J. Gnoe, Vice Chairman 1.85/8.15* Pablo J. Salame, Vice Chairman Note: Mr. Chavez became our CFO in May Prior to that time, Mr. Schwartz serve as our CFO. Mr. Schwartz will be retiring from the firm on April 20, For reference, 2016 annual compensation for Messrs. Blankfein an Schwartz was $22.0 million an $20.0 million, respectively. * For 2017, Mr. Gnoe, who is base in the U.K., receive a cash salary of $1.85 million an a fixe allowance of $8.15 million, payable approximately 37% in equity-base awars, with the remainer in cash. Mr. Gnoe receive a higher level of fixe compensation than our U.S.-base NEOs as a result of applicable U.K. regulations. See page 50 for more etails. Executive Leaership Team 2017 Compensation Rationale Our Compensation Committee etermine to increase compensation for our Executive Leaership Team compare to 2016, incluing a 9% increase for our CEO. (See page 40 for aitional information regaring eterminations mae for our Vice Chairmen.) In assessing 2017 performance, the Committee believe it was appropriate to exclue the estimate negative impact of the charge relate to U.S. Tax Legislation an the positive impact of the Stock Accounting Stanar, given these items were outsie management s control an i not reflect the firm s operating performance. Key factors the Committee consiere inclue:» The firm s soli operating performance espite a challenging environment for certain of our businesses, incluing net revenue growth of 5%, pre-tax earnings growth of 8% an EPS growth of 11% (Ex. U.S. Tax Legislation an Stock Accounting Stanar), in each case compare to 2016 an measure on both an absolute basis an relative to our U.S. Peers an European Peers;» Our focus on operating efficiency, which rove positive operating leverage, incluing net revenue growth that outpace operating expense growth an a year-over-year ecline in compensation ratio of 110 basis points;» The firm s strong positioning in Investment Banking, incluing our continue #1 position in announce an complete M&A league tables, our #1 ranking in equity an equity-relate offerings an our leaing position in leverage finance, as well as the secon-highest ever annual revenues for the business;» The strength of our Investment Management business, where the firm achieve recor annual net revenues an recor assets uner supervision ami a challenging backrop for active asset managers; an» The iniviual performance of each member of our Executive Leaership Team, incluing: Each member s strategic vision in formulating an presenting our $5 billion growth plan, which has provie greater transparency to investors, an in continuing our commitment to broaening our client base through Marcus: by Golman Sachs; Continue emboiment of a tone at the top that focuses on items such as firm culture, aaptability, client service an risk management (incluing with respect to reputational an conuct issues); an The success of our Co-COOs an CFO in executing on the responsibilities of their new roles uring 2017, an our CEO s continue exemplary leaership in overseeing this transition. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 7

14 Executive Summary Compensation Highlights SAY ON PAY & SHAREHOLDER ENGAGEMENT 2016 SAY ON PAY VOTE SHAREHOLDER ENGAGEMENT AND COMMITTEE ACTION 2017 SAY ON PAY VOTE CONTINUED ENGAGEMENT AND ASSESSMENT 2016 Say on Pay Process an Streamline Compensation Program. Following our 2016 Say on Pay Vote, our Compensation Committee requeste that we engage in extensive shareholer outreach to iscuss feeback on our executive compensation program. This process helpe inform several changes to streamline the program s structure Say on Pay Results. Our 2017 Say on Pay Vote receive the support of approximately 93% of our shareholers. The Committee viewe this outcome as an inication of our shareholers preominantly positive reaction to the streamline program. Extensive Shareholer Engagement. Although the outcome of our 2017 Say on Pay Vote was positive, the Committee nevertheless continues to view stakeholer feeback as a critical ata point in evaluating an structuring our executive compensation program.» In 2017, we (incluing, in certain cases, our Lea Director) met with shareholers representing approximately 40% of Common Stock outstaning to iscuss compensation-relate matters an other areas of focus for our shareholers. Ongoing Evaluation an Assessment. Following our 2017 Annual Meeting an throughout the fall an winter, the Committee continue to review our executive compensation program in light of a number of factors, incluing stakeholer feeback, input from the Committee s inepenent compensation consultant, a review of public company practices an legal an regulatory evelopments (such as U.S. Tax Legislation).» Ultimately, given the preominantly positive feeback receive through shareholer engagement an the results of our 2017 Say on Pay vote, the Committee etermine that the 2017 executive compensation program shoul remain largely consistent with the 2016 program. KEY RECENT ENHANCEMENTS (MADE FOR 2016 COMPENSATION) Compensation structure streamline; overlapping performance metrics eliminate LTIP grants iscontinue PSUs reesigne to a relative ROE component Significant increase in proportion of CEO s annual variable compensation tie to ongoing performance metrics (80% in 2016 compare to 35% in 2015) KEY STAKEHOLDER FEEDBACK (RECEIVED DURING 2017 PROXY SEASON ENGAGEMENT) Support for streamline compensation structure Approval of increase proportion of PSUs in CEO/ CFO pay Desire for greater etail on Committee s approach in setting PSU threshols an peer group Appreciation of commitment to shareholer engagement an response to feeback Enorsement of continue focus on alignment of pay an performance Focus on ilution an equity grant practices KEY 2017 COMPENSATION-RELATED FEATURES For the first time, equity-base annual compensation for our entire Executive Leaership Team pai entirely in PSUs Consistent with last year, 80% of CEO s 2017 annual variable compensation tie to ongoing performance metrics (compare to U.S. Peer average of approximately 54%) 1 Enhance isclosure regaring PSU performance threshols an peer group (see page 39) Continue emphasis on extensive shareholer engagement an response to concerns Ongoing focus on appropriately aligning pay an performance Zero new shares requeste uner Stock Incentive Plan (see pages 9 an 70) 1 Base on 2017 CEO compensation ata for U.S. Peers as reporte in SEC filings (with respect to BAC, C an JPM) an in press articles citing bank spokesman (with respect to MS) SAY ON PAY VOTE SHAREHOLDER ENGAGEMENT AND COMMITTEE ACTION 2017 SAY ON PAY VOTE CONTINUED ENGAGEMENT AND ASSESSMENT 8 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

15 MS 31% BAC 4%1 C -10% JPM -13% GS -27% Executive Summary 2018 Stock Incentive Plan Highlights 2018 Stock Incentive Plan Highlights (see Item 3. Approval of The Golman Sachs Amene an Restate Stock Incentive Plan (2018), beginning on page 70) Key Facts 3 Year extension of our equity plan 0 New shares being requeste All other terms of plan remain unchange Equity-base awars play a funamental role in aligning our compensation with our shareholers interests an regulatory requirements. Without a shareholer-approve equity plan, we woul be reliant on cash-settle awars as our sole metho of incentive-base compensation. SHAREHOLDER FEEDBACK In light of our extensive engagement with shareholers regaring our equity grant practices an the number of shares available for grant, our Boar etermine that it was appropriate to request no new shares for issuance an only to exten the term of our equity plan (which otherwise will expire at our 2019 Annual Meeting). IMPORTANCE OF EQUITY-BASED COMPENSATION Provie for Pay for Performance an Alignment with Shareholers. We believe that equity-base compensation provies employees with long-term exposure to the firm s performance, aligns employees interests with those of our shareholers an iscourages impruent risk-taking; equity-base awars represent a larger portion of our compensation expense than for any of our U.S. Peers. Satisfy Regulatory Expectations. Our regulators across the globe, incluing the Feeral Reserve Boar an the Pruential Regulation Authority an the Financial Conuct Authority in the U.K., expect that a substantial portion of variable compensation aware to executives an certain other employees will be equity-base. STRONG TRACK RECORD OF MITIGATING DILUTION In light of the importance of equity-base compensation to our firm, shareholers an regulators, we have evelope an active capital management program to offset potential ilution. Since the en of 2009, our Common Stock outstaning has ecline 27% to a recor low as a result of our strong track recor of returning capital to shareholers. This practice allows us to effectively manage ilution, but results in a higher burn rate. Change in Common Stock Outstaning (2009YE 2017YE) MS 31% BAC 4% 1 C JPM -10% -13% GS -27% 1 BAC 2009 common shares outstaning inclues 1,286 million shares relating to common equivalent securities, which were converte to common stock in February Excluing these shares, BAC s common shares outstaning increase by 19% from 2009 to Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 9

16 Executive Summary Corporate Governance Highlights Corporate Governance Highlights (see Corporate Governance, beginning on page 15) KEY FACTS ABOUT OUR BOARD We strive to maintain a well-roune an iverse Boar that balances financial inustry expertise with inepenence, an the institutional knowlege of longer-tenure irectors with the fresh perspectives brought by newer irectors. As summarize below, our irectors bring to our Boar a variety of skills an experiences evelope across a broa range of inustries, both in establishe an growth markets, an in each of the public, private an not-for-profit sectors. DIRECTOR SKILLS & EXPERIENCES FINANCIAL SERVICES INDUSTRY OTHER COMPLEX/ REGULATED INDUSTRIES RISK MANAGEMENT TALENT DEVELOPMENT TECHNOLOGY PUBLIC COMPANY GOVERNANCE AUDIT/TAX/ ACCOUNTING GLOBAL KEY BOARD STATISTICS DIRECTOR NOMINEES INDEPENDENCE OF NOMINEES Boar 11 9 of 11 Auit 3 All Compensation 5 All Governance 9 All Public Responsibilities 3 All Risk 6 5 of ~200 BOARD MEETINGS IN 2017 STANDING COMMITTEE MEETINGS IN 2017 DIRECTOR SESSIONS IN 2017 WITHOUT MANAGEMENT PRESENT MEETINGS OF LEAD DIRECTOR / CHAIRS OUTSIDE OF BOARD MEETINGS DIVERSITY OF DIRECTORS ENHANCES BOARD PERFORMANCE 36% 5.5 YEARS 63 44% 33% JOINED IN THE LAST 5 YEARS MEDIAN TENURE MEDIAN AGE INDEPENDENT NOMINEES DIVERSE BY RACE, GENDER OR SEXUAL ORIENTATION INDEPENDENT NOMINEES WHO ARE NON-U.S. OR DUAL CITIZENS 10 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

17 Executive Summary Corporate Governance Highlights DIRECTOR NOMINEES NAME/AGE/INDEPENDENCE DIRECTOR SINCE OCCUPATION/CAREER HIGHLIGHTS COMMITTEE MEMBERSHIP (C: Chair) GOV COMP AUD PRC RISK OTHER CURRENT U.S.- LISTED PUBLIC BOARDS* Lloy Blankfein, 63 Chairman an CEO April 2003 Chairman & CEO, The Golman Sachs Group, Inc. 0 Aebayo Ogunlesi, 64 Inepenent Lea Director October 2012 Chairman & Managing Partner, Global Infrastructure Partners C Ex-Officio 2 Michele Burns, 60 Inepenent October 2011 Retire (Chairman & CEO, Mercer LLC; CFO of each of: Marsh & McLennan Companies, Inc., Mirant Corp. an Delta Air Lines, Inc.) a a C** 4*** Mark Flaherty, 58 Inepenent December 2014 Retire (Vice Chairman, Wellington Management Company) a a a 0 William George, 75 Inepenent December 2002 Senior Fellow, Harvar Business School (Retire, Chairman & CEO, Metronic, Inc.) a a C 0 James Johnson, 74 Inepenent May 1999 Chairman, Johnson Capital Partners a C** a 0 Ellen Kullman, 62 Inepenent December 2016 Retire (Chairman & CEO, E.I. u Pont e Nemours an Company) a a a 3 Lakshmi Mittal, 67 Inepenent June 2008 Chairman & CEO, ArcelorMittal S.A. a a a 1 Peter Oppenheimer, 55 Inepenent March 2014 Retire (Senior Vice Presient an CFO, Apple, Inc.) a C a 0 Davi Viniar, 62 Non-Employee January 2013 Retire (CFO, The Golman Sachs Group, Inc.) a 1 Mark Winkelman, 71 Inepenent December 2014 Private investor a a a** 0 * As per SEC rules. ** Effective May 2, 2018, Ms. Burns will become the Chair of our Compensation Committee an Mr. Winkelman will become the Chair of our Risk Committee. *** Ms. Burns is retiring from one of her other boars at its upcoming 2018 annual meeting, after which she will serve on three other U.S.- liste public company boars. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 11

18 WORKING DYNAMICS Cani iscussions Open access to management & information Focus on reputation BOARD COMPOSITION Broa range of skills & experiences Inepenence Diversity BOARD EFFECTIVENESS BOARD STRUCTURE Strong Lea Director role 5 staning Committees GOVERNANCE PRACTICES Cani self-evaluation Oversight of CEO/management performance Boar/management succession planning Executive Summary Corporate Governance Highlights FOUNDATION IN SOUND GOVERNANCE PRACTICES AND SHAREHOLDER ENGAGEMENT Inepenent Lea Director with expansive uties Regular executive sessions of inepenent an non-employee irectors Focus of our inepenent irectors on executive succession planning CEO evaluation process conucte by our Lea Director with our Governance Committee Comprehensive process for Boar refreshment, incluing a focus on iversity an on succession for Boar leaership positions Annual Boar an Committee evaluations, which incorporate feeback on iniviual irector performance (see page 27 for more etails) Cani, one-on-one iscussions between our Lea Director an each non-employee irector supplementing formal evaluations After engagement with shareholers, proactive aoption of a proxy access right for shareholers. In aition, shareholers are welcome to continue to recommen irector caniates for consieration by our Governance Committee Active, year-roun shareholer engagement process, whereby we, incluing our Lea Director, meet an speak with our shareholers an other key constituents Boar an Committee oversight of environmental, social an governance (ESG) matters Directors may contact any employee of our firm irectly, an our Boar an its Committees may engage inepenent avisors at their sole iscretion Annual elections of irectors (i.e., no staggere boar) Majority voting with resignation policy for irectors in unconteste elections Shareholers holing at least 25% of our outstaning shares of Common Stock can call a special meeting of shareholers No supermajority vote requirements in our charter or By-laws Executive retention an share ownership requirements require significant long-term share holings by our NEOs (see page 53 for more etail) Director share ownership requirement of 5,000 shares or RSUs, with a transition perio for new irectors» All RSUs grante as irector compensation must be hel until the year after a irector retires from our Boar. Directors are not permitte to hege or plege these RSUs WORKING DYNAMICS Cani iscussions Open access to management & information Focus on reputation BOARD COMPOSITION Broa range of skills & experiences Inepenence Diversity BOARD EFFECTIVENESS BOARD STRUCTURE Strong Lea Director role 5 staning Committees GOVERNANCE PRACTICES Cani self-evaluation Oversight of CEO/ management performance Boar/management succession planning 12 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

19 Compensation quantum & structure within firm s pay-for-performance culture Lea Director uties, executive succession planning & irector evaluations Business opportunities & risk management consierations EXECUTIVE COMPENSATION REPUTATIONAL RISK CORPORATE GOVERNANCE PRACTICES APPROACH TO ESG IMPACT OF REGULATION BOARD COMPOSITION Continue focus on culture, business stanars & reputational risk management For more information please see the following page Director skill sets, inepenence & iversity Executive Summary Shareholer Engagement Shareholer Engagement Commitment to Active Engagement with our Shareholers Constituents views regaring matters affecting our firm are important to our Boar. We employ a year-roun approach to engagement that inclues proactive outreach as well as responsiveness to targete areas of focus. OUR APPROACH WHO WHEN & HOW APPROACH Shareholers Year-roun Firm Engagement Boar Engagement ESG Rating Firms Fixe-Income Investors Proxy Avisory Firms Prospective Shareholers Thought Leaers Aitional targete outreach ahea of annual meetings an as neee In-person meetings Teleconferences an phone calls Conferences Le by Investor Relations (IR), incluing targete outreach an open lines of communication for inboun inquiries Feeback provie to Boar throughout the year from these interactions an on other key areas of focus Le by our Lea Director, who meets regularly with stakeholers Lea Director provies feeback to fellow irectors about engagements DEPTH OF ENGAGEMENT We continue to conuct year-roun, proactive engagement on corporate governance matters in 2017: Targete outreach to top 150 shareholers ahea of 2017 annual meeting IR met with shareholers representing more than 40% of Common Stock outstaning uring 2017 Lea Director met with 20 investors in 2017, representing approximately 28% of Common Stock outstaning The iverse views of our shareholers were relaye to our Boar on topics incluing: Compensation quantum & structure within firm's pay-forperformance culture Lea Director uties, executive succession planning & irector evaluations Business opportunities & risk management consierations EXECUTIVE COMPENSATION REPUTATIONAL RISK CORPORATE GOVERNANCE PRACTICES APPROACH TO ESG IMPACT OF REGULATION BOARD COMPOSITION Continue focus on culture, business stanars & reputational risk management For more information please see the following page Director skill sets, inepenence & iversity Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 13

20 Executive Summary Shareholer Engagement FOCUS ON ENVIRONMENTAL, SOCIAL AND GOVERNANCE TOPICS Our approach to ESG issues continues to be of interest to our shareholers. In 2017, approximately two-thirs of our engagement conversations inclue a focus on ESG factors. The key topics iscusse in those conversations are illustrate by the examples in the chart below. ESG TOPICS IN FOCUS DIVERSITY ENVIRONMENTAL & SOCIAL RISK MANAGEMENT SUSTAINABILITY OF OUR OPERATIONS CLIMATE CHANGE BUSINESS STANDARDS AND CULTURE ESG INTEGRATION IN BUSINESS Example: Gener pay equity Example: Potential impacts on inigenous peoples Example: Power Purchase Agreements facilitating the evelopment of new renewable energy resources Example: Progress towar our $150bn clean energy target Example: Employee training Example: Growth of ESG an impact investing in Investment Management We take an integrate approach to ESG, focusing on both opportunities an risks across our global businesses. Our ESG-relate policies an proceures are outline in etail in the Environmental, Social an Governance reporting section on our website at In aition, we highlight annually in our online ESG Report the areas in which we have emonstrate a commitment to fining effective ways to tackle economic, social an environmental challenges. Our Boar s Public Responsibilities Committee has primary oversight of the firm s approach to ESG, which inclues reviewing key ESG-relate policies such as our Environmental Policy Framework an our annual ESG Report.» Other ESG matters are also reviewe by the full Boar or its other Committees as part of their respective manates. 14 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

21 Corporate Governance Item 1. Election of Directors Corporate Governance Item 1. Election of Directors Proposal Snapshot Item 1. Election of Directors What is being vote on. Election to our Boar of 11 irector nominees. Boar recommenation. After a review of the iniviual qualifications an experience of each of our irector nominees an his or her contributions to our Boar, our Boar etermine unanimously to recommen that shareholers vote FOR all of our irector nominees. OUR DIRECTORS Our Corporate Governance Guielines provie that a irector will typically retire at the annual meeting following their 75th birthay, unless our Governance Committee recommens his or her continuation on the Boar in light of a review of all relevant circumstances. Upon turning 75, in accorance with our Corporate Governance Guielines, Bill George tenere his retirement to our Lea Director for consieration. Our Boar, upon the recommenation of our Governance Committee, etermine to request that Mr. George stan for re-election at our 2018 Annual Meeting, taking into account his eicate service, incluing as the Chair of the Boar s Committee to Oversee the Business Stanars Committee in 2010 an as the founing Chair of our Public Responsibilities Committee. In connection with our continue succession planning for Boar leaership roles, effective May 2, 2018, Michele Burns will become the Chair of our Compensation Committee, transitioning from Jim Johnson, our current Chair, who will turn 75 prior to our 2019 Annual Meeting. Mark Winkelman will then replace Ms. Burns as the Chair of our Risk Committee. Ms. Burns an Mr. Winkelman have each istinguishe themselves in their roles on the Boar, an we are confient that they will continue to o so in their new leaership roles. We are grateful to Mr. Johnson for his istinguishe tenure as the Chair of our Compensation Committee, an we look forwar to his continue guiance an input. For more information on our process for Boar refreshment, see Structure of our Boar an Governance Practices Year-Roun Review of Boar Composition. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 15

22 Corporate Governance Item 1. Election of Directors Boar of Directors Qualifications an Experience Our irector nominees have a great iversity of experience an bring to our Boar a wie variety of skills, qualifications an viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholers. CORE QUALIFICATIONS AND EXPERIENCES DIVERSITY OF SKILLS AND EXPERIENCES Integrity, business jugment & commitment Demonstrate management ability Extensive experience in the public, private or not-for-profit sectors Leaership & expertise in their respective fiels Financial literacy Involvement in eucational, charitable & community organizations Strategic thinking Reputational focus + Financial services inustry + Complex & regulate inustries + Risk management + Public company / corporate governance + Global experience + Technology + Auit, tax, accounting & preparation of financial statements + Compliance + Operations + Establishe & growth markets + Creit evaluation + Environmental, social & governance + Talent evelopment + Acaemia + Business ethics + Government, public policy & regulatory affairs Given the nature of our business, our Governance Committee continues to believe that irectors with current an prior financial inustry experience, among other skills, are critical to our Boar s effectiveness. We take very seriously, however, any actual or perceive conflicts of interest that may arise, an have taken various steps to aress this. For example, in aition to our policies on irector inepenence an relate person transactions, we maintain a policy with respect to outsie irector involvement with financial firms, such as private equity firms or hege funs. Uner this policy, in etermining whether to approve any current or propose affiliation of a non-employee irector with a financial firm, our Boar will consier, among other things, the legal, reputational, operational an business issues presente, an the nature, feasibility an scope of any restrictions, proceures or other steps that woul be necessary or appropriate to ameliorate any perceive or potential future conflicts or other issues. Diversity is an important factor in our consieration of potential an incumbent irectors Our Governance Committee consiers a number of emographics, incluing race, gener, ethnicity, sexual orientation, culture an nationality, seeking to evelop a boar that, as a whole, reflects iverse viewpoints, backgrouns, skills, experiences an expertise. Among the factors our Governance Committee consiers in ientifying an evaluating a potential irector caniate is the extent to which the caniate woul a to the iversity of our Boar. The Committee consiers the same factors in etermining whether to re-nominate an incumbent irector. Diversity is also consiere as part of the annual Boar evaluation. 16 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

23 # of Directors <5 YEARS 4 DIRECTORS 5-7 YEARS 3 DIRECTORS 7-10 YEARS 1 DIRECTOR 10+ YEARS 3 DIRECTORS Corporate Governance Item 1. Election of Directors Director Tenure: A Balance of Experiences Our nominees have an average tenure of 8 years an a meian tenure of approximately 5.5 years. This experience balances the institutional knowlege of our longer-tenure irectors with the fresh perspectives brought by our newer irectors. 4 # of Directors <5 YEARS 4 DIRECTORS 5-7 YEARS 3 DIRECTORS 7-10 YEARS 1 DIRECTOR 10+ YEARS 3 DIRECTORS Years of Experience Comprehensive Re-Nomination Process We appreciate the importance of critically evaluating iniviual irectors an their contributions to our Boar in connection with re-nomination ecisions. In consiering whether to recommen re-nomination of a irector for election at our Annual Meeting, our Governance Committee conucts a etaile review, consiering factors such as: The extent to which the irector s skills, qualifications an experience (incluing that gaine ue to tenure on our Boar) continue to contribute to the success of our Boar; Feeback from the annual Boar evaluation an iniviual iscussions between each non-employee irector an our Lea Director; Attenance an participation at, an preparation for, Boar an Committee meetings; Inepenence; Shareholer feeback, incluing the support receive by irector nominees electe at our 2017 Annual Meeting of Shareholers; Outsie boar an other affiliations, incluing any actual or perceive conflicts of interest; an The extent to which the irector continues to contribute to the iversity of our Boar. Each of our irector nominees has been recommene for election by our Governance Committee an approve an re-nominate for election by our Boar. If electe by our shareholers, our irector nominees, all of whom are currently members of our Boar, will serve for a one-year term expiring at our 2019 Annual Meeting of Shareholers. Each irector will hol office until his or her successor has been electe an qualifie or until the irector s earlier resignation or removal. All of our irectors must be electe by majority vote of our shareholers. A irector who fails to receive a majority of FOR votes will be require to tener his or her resignation to our Boar. Our Governance Committee will then assess whether there is a significant reason for the irector to remain on our Boar, an will make a recommenation to our Boar regaring the resignation. For etaile information on the vote require for the election of irectors an the choices available for casting your vote, please see Frequently Aske Questions. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 17

24 Corporate Governance Item 1. Election of Directors Biographical information about our irector nominees follows. This information is current as of March 1, 2018 an has been confirme by each of our irector nominees for inclusion in our Proxy Statement. There are no family relationships between any of our irectors or executive officers. KEY EXPERIENCE AND QUALIFICATIONS Lloy C. Blankfein, 63 Chairman an CEO Committe an eeply engage leaer with strong communication skills: Over 30 years of experience in various positions across our firm. Mr. Blankfein utilizes this firm-specific knowlege an experience in his role as Chairman an CEO to, among other things, lea the firm an its people, help protect an enhance our culture an articulate a vision of the firm s strategy. Mr. Blankfein also uses strong communication skills to guie Boar iscussions an keeps our Boar apprise of significant evelopments in our business an inustry Extensive market an inustry knowlege: Leverages extensive familiarity with all aspects of the firm s inustry an business, incluing our risk management practices an strategy Face of our firm: Drawing from extensive interaction with our clients, investors an other constituents, provies aitional perspective to our Boar Director Since: April 2003 Other U.S.-Liste Company Directorships Current: None Former (Past 5 Years): None CAREER HIGHLIGHTS Golman Sachs» Chairman an Chief Executive Officer (June 2006 Present)» Presient an Chief Operating Officer (January 2004 June 2006)» Vice Chairman with management responsibility for FICC an Equities Divisions (April 2002 January 2004)» Co-hea of FICC (1997 April 2002)» Hea an/or Co-hea of the Currency an Commoities Division ( ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Member, Dean s Avisory Boar, Harvar Law School Member, Boar of Dean s Avisors, Harvar Business School Member, Dean s Council, Harvar University Member, Avisory Boar, Tsinghua University School of Economics an Management Member, Boar of Overseers, Weill Cornell Meical College Member, Boar of Directors, Partnership for New York City EDUCATION Grauate of Harvar College an Harvar Law School 18 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

25 Corporate Governance Item 1. Election of Directors KEY EXPERIENCE AND QUALIFICATIONS Aebayo O. Ogunlesi, 64 Inepenent Lea Director Strong leaer, incluing leaership experience in the financial services inustry: Founer, Chairman an Managing Partner of Global Infrastructure Partners an a former executive of Creit Suisse with over 20 years of experience in the financial services inustry, incluing investment banking an private equity International business an global capital markets experience, incluing emerging markets: Avise an execute transactions an provie capital markets strategy avice globally Expertise regaring governance an compensation: Service on the boars of irectors an boar committees of other public companies an not-for-profit entities, an, in particular, as chair or former chair of the nominating an corporate governance committees at each of Callaway Golf an Kosmos Energy, provies aitional governance perspective Director Since: October 2012 GS Committees Governance (Chair) Ex-officio member:» Auit» Compensation» Public Responsibilities» Risk Other U.S.-Liste Company Directorships Current: Callaway Golf Company; Kosmos Energy Lt. Former (Past 5 Years): None CAREER HIGHLIGHTS Chairman an Managing Partner, Global Infrastructure Partners, a private equity firm that invests worlwie in infrastructure assets in the energy, transport, water an waste inustry sectors (July 2006 Present) Creit Suisse, a financial services company» Executive Vice Chairman an Chief Client Officer ( )» Member of Executive Boar an Management Committee ( )» Hea of Global Investment Banking Department ( )» Hea of Global Energy Group ( ) Law Clerk to the Honorable Thurgoo Marshall, Associate Justice of the U.S. Supreme Court ( ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Member, National Boar of Directors, The NAACP Legal Defense an Eucational Fun, Inc. Member, Boar of Directors, Partnership for New York City Fun Member, Harvar University Global Avisory Council an Harvar Law School Leaership Council of New York Member, Boar of Dean s Avisors, Harvar Business School EDUCATION Grauate of Oxfor University, Harvar Business School an Harvar Law School Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 19

26 Corporate Governance Item 1. Election of Directors KEY EXPERIENCE AND QUALIFICATIONS Leaership, risk, compensation an governance expertise: Leverages service on the boars of irectors an boar committees of other public companies an not-for-profit entities Human capital management an strategic consulting: Backgroun gaine as former CEO of Mercer LLC Accounting an the review an preparation of financial statements: Garnere expertise as former CFO of several global public companies M. Michele Burns, 60 Inepenent Director Since: October 2011 GS Committees Risk (Chair)* Compensation Governance Other U.S.-Liste Company Directorships Current: Alexion Pharmaceuticals, Inc. (retiring at 2018 annual meeting); Anheuser-Busch InBev; Cisco Systems, Inc.; Etsy, Inc. Former (Past 5 Years): Wal-Mart Stores, Inc. CAREER HIGHLIGHTS Chief Executive Officer, Retirement Policy Center, sponsore by Marsh & McLennan Companies, Inc. (MMC); Center focuses on retirement public policy issues (October 2011 February 2014) Chairman an Chief Executive Officer, Mercer LLC, a subsiiary of MMC an a global leaer in human resource consulting, outsourcing an investment services (September 2006 early October 2011) Chief Financial Officer, MMC, a global professional services an consulting firm (March 2006 September 2006) Chief Financial Officer, Chief Restructuring Officer an Executive Vice Presient, Mirant Corporation, an energy company (May 2004 January 2006) Executive Vice Presient an Chief Financial Officer, Delta Air Lines, Inc., an air carrier (incluing various other positions, 1999 April 2004) Senior Partner an Leaer, Southern Regional Feeral Tax Practice, Arthur Anersen LLP, an accounting firm (incluing various other positions, ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Center Fellow an Strategic Avisor, Stanfor University Center on Longevity Boar Member an Treasurer, Elton John AIDS Founation EDUCATION Grauate of University of Georgia (incluing for Masters) KEY EXPERIENCE AND QUALIFICATIONS Investment management: Leverages over 20 years of experience in the investment management inustry, incluing at Wellington Management Company Perspective on institutional investors approach to company performance an corporate governance: Experience evelope through his tenure at Wellington an Stanish, Ayer an Woo Risk expertise: Draws upon years of experience in the financial inustry Mark A. Flaherty, 58 Inepenent Director Since: December 2014 GS Committees Auit Governance Risk Other U.S.-Liste Company Directorships Current: None Former (Past 5 Years): None CAREER HIGHLIGHTS Wellington Management Company, an investment management company» Vice Chairman ( )» Director of Global Investment Services ( )» Partner, Senior Vice Presient ( ) Stanish, Ayer an Woo, an investment management company» Executive Committee Member ( )» Partner ( )» Director, Global Equity Traing ( ) Director, Global Equity Traing, Aetna, a iversifie healthcare benefit company ( ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Member, Boar of Trustees, The Newman School Member, Boar of Directors, Boston Scholar Athletes Former Member, Boar of Trustees, Provience College EDUCATION Grauate of Provience College * Effective May 2, 2018, Ms. Burns will become the Chair of our Compensation Committee an Mr. Winkelman will become the Chair of our Risk Committee. 20 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

27 Corporate Governance Item 1. Election of Directors KEY EXPERIENCE AND QUALIFICATIONS William W. George, 75 Inepenent Director Since: December 2002 GS Committees Public Responsibilities (Chair) Compensation Governance Other U.S.-Liste Company Directorships Current: None Former (Past 5 Years): Exxon Mobil Corporation Focus on reputation an ESG matters: Utilizes current an prior service on the boars of irectors an boar committees of several other public companies an not-for-profit entities, particularly as Chair of our Public Responsibilities Committee Leaership: Serve as Chief Executive Officer an Chairman of Metronic, Inc. an as a senior executive at Honeywell International Inc. Organizational behavior an management: A senior fellow an former professor of leaership an management practice at Harvar Business School an an author of several books on leaership, which provie acaemic expertise in business management an corporate governance CAREER HIGHLIGHTS Harvar Business School» Senior Fellow (July 2014 present)» Professor of Management Practice (January 2004 July 2014) Metronic, Inc., a meical technology company» Chairman (April 1996 April 2002)» Chief Executive Officer (May 1991 May 2001)» Presient an Chief Operating Officer ( ) Executive Vice Presient, Honeywell International Inc., a iversifie technology an manufacturing company ( ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Trustee, Mayo Clinic Member, National Acaemy of Engineering EDUCATION Grauate of Georgia Institute of Technology an Harvar Business School KEY EXPERIENCE AND QUALIFICATIONS James A. Johnson, 74 Inepenent Director Since: May 1999 GS Committees Compensation (Chair)* Governance Public Responsibilities Other U.S.-Liste Company Directorships Current: None Former (Past 5 Years): Forestar Group, Inc.; Target Corporation Financial services, incluing investment management inustry: Leverages professional experience in financial services Government affairs an the regulatory process: Experience evelope through, among other things, his tenure at Fannie Mae an his work with Vice Presient Walter F. Monale Leaership, compensation an governance: Current an prior service on the boars of irectors of public companies an not-for-profit entities, incluing in lea irector an committee chair roles, provies aitional perspective CAREER HIGHLIGHTS Chairman, Johnson Capital Partners, a private consulting company (Present) Vice Chairman, Perseus L.L.C., a merchant banking an private equity firm (April 2001 June 2012) Fannie Mae» Chairman of the Executive Committee (1999)» Chairman an Chief Executive Officer (February )» Vice Chairman (1990 February 1991) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Chairman Emeritus, John F. Kenney Center for the Performing Arts an The Brookings Institution Member, International Council, The Belfer Center for Science an International Affairs, Harvar University Council Member, Smithsonian Museum of African American History an Culture Chair, Avisory Council, Stanfor University Center on Longevity Member, Council on Foreign Relations Member, American Acaemy of Arts an Sciences EDUCATION Grauate of University of Minnesota an the Woorow Wilson School of Public an International Affairs, Princeton University * Effective May 2, 2018, Ms. Burns will become the Chair of our Compensation Committee. Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 21

28 Corporate Governance Item 1. Election of Directors KEY EXPERIENCE AND QUALIFICATIONS Leaership an strategy: During her tenure as Chair an CEO of DuPont, a highly-regulate science an technology-base company with global operations, le the company through a perio of strategic transformation an growth Corporate governance an compensation: Leverages service on the boars of irectors an boar committees (incluing in leaership roles) of other public companies an not-for-profit entities Risk management experience: Draws upon experiences gaine from DuPont an other boar roles to provie our Risk Committee with iverse viewpoints Ellen J. Kullman, 62 Inepenent Director Since: December 2016 GS Committees Compensation Governance Risk Other U.S.-Liste Company Directorships Current: Amgen Inc.; Dell Technologies Inc.; Unite Technologies Corporation Former (Past 5 Years): E.I. u Pont e Nemours an Company CAREER HIGHLIGHTS E.I. u Pont e Nemours an Company, a provier of basic materials an innovative proucts an services for iverse inustries» Chairman an Chief Executive Officer ( )» Presient (Oct Dec. 2008)» Executive Vice Presient, DuPont Coatings an Color Technologies, DuPont Electronic an Communication Technologies; DuPont Performance Materials, DuPont Safety an Protection, Marketing an Sales, Pharmaceuticals, Risk Management an Safety an Sustainability ( )» Various positions, incluing Group Vice Presient, DuPont Safety an Protection ( ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Member, Boar of Overseers, Tufts University School of Engineering Trustee, Northwestern University Member, National Acaemy of Engineering Member, The Business Council Co-Chair, Paraigm for Parity EDUCATION Grauate of Tufts University an Kellogg School of Management, Northwestern University KEY EXPERIENCE AND QUALIFICATIONS Lakshmi N. Mittal, 67 Inepenent Director Since: June 2008 GS Committees Compensation Governance Public Responsibilities Other U.S.-Liste Company Directorships Current: ArcelorMittal S.A. Former (Past 5 Years): None Leaership, business evelopment an operations: Founer of Mittal Steel Company an Chairman an Chief Executive Officer of ArcelorMittal S.A., the worl s leaing integrate steel an mining company International business an growth markets: Leaing company with operations in 18 countries on four continents provies global business expertise an perspective on public responsibilities Corporate governance an international governance: Current an prior service on the boars of irectors of other international public companies an not-for-profit entities assists in committee responsibilities CAREER HIGHLIGHTS ArcelorMittal S.A., a steel an mining company» Chairman an Chief Executive Officer (May 2008 Present)» Presient an Chief Executive Officer (November 2006 May 2008) Chief Executive Officer, Mittal Steel Company N.V. (1976 November 2006) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Member, International Business Council of the Worl Economic Forum Trustee, Clevelan Clinic Member, Governing Boar, Inian School of Business Member, European Roun Table of Inustrialists Chairman, Governing Council, LNM Institute of Information Technology EDUCATION Grauate of St. Xavier s College in Inia 22 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers

29 Corporate Governance Item 1. Election of Directors KEY EXPERIENCE AND QUALIFICATIONS Capital an risk management: Garnere experience as CFO an Controller at Apple an Divisional CFO at ADP Review an preparation of financial statements: Over 20 years as a CFO or controller provies valuable experience an perspective as Auit Committee Chair Oversight of technology an technology risks: Leverages prior experience in overseeing information systems at Apple Peter Oppenheimer, 55 Inepenent Director Since: March 2014 GS Committees Auit (Chair) Governance Risk Other U.S.-Liste Company Directorships Current: None Former (Past 5 Years): None CAREER HIGHLIGHTS Apple, Inc., a esigner an manufacturer of electronic evices an relate software an services» Senior Vice Presient (retire September 2014)» Senior Vice Presient an Chief Financial Officer (2004 June 2014)» Senior Vice Presient an Corporate Controller ( )» Vice Presient an Corporate Controller ( )» Vice Presient an Controller, Worlwie Sales ( )» Senior Director, Finance an Controller, Americas ( ) Divisional Chief Financial Officer, Finance, MIS, Aministration an Equipment Leasing Portfolio at Automatic Data Processing, Inc. (ADP), a leaing provier of human capital management an integrate computing solutions ( ) Consultant, Information Technology Practice at Coopers & Lybran, LLP ( ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Vice Chairman, Founation Boar of Directors, California Polytechnic State University Secretary, Community Boar, French Hospital Meical Center Boar Member, Pacific Coast Health Center EDUCATION Grauate of California Polytechnic State University an the Leavey School of Business, University of Santa Clara KEY EXPERIENCE AND QUALIFICATIONS Davi A. Viniar, 62 Non-Employee Director Since: January 2013 GS Committees Risk Other U.S.-Liste Company Directorships Current: Square, Inc. Former (Past 5 Years): None Financial inustry, in particular risk management an regulatory affairs: Over 30 years of experience in various roles at Golman Sachs, as well as service as chair of the auit an risk committee of Square, Inc., provies valuable perspective to our Boar Unique insight into our firm s financial reporting, controls an risk management: As our former CFO, able to provie unique insight about our risks to our Risk Committee Capital management processes an assessments: Experience gaine through serving as Golman Sachs CFO for over 10 years CAREER HIGHLIGHTS Golman Sachs» Executive Vice Presient an Chief Financial Officer (May 1999 January 2013)» Hea of Operations, Technology, Finance an Services Division (December 2002 January 2013)» Hea of the Finance Division an Co-hea of Creit Risk Management an Avisory an Firmwie Risk (December 2001 December 2002)» Co-hea of Operations, Finance an Resources (March 1999 December 2001) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Trustee, Garen of Dreams Founation Former Trustee, Union College EDUCATION Grauate of Union College an Harvar Business School Proxy Statement for the 2018 Annual Meeting of Shareholers Golman Sachs 23

30 Corporate Governance Item 1. Election of Directors KEY EXPERIENCE AND QUALIFICATIONS Mark O. Winkelman, 71 Inepenent Director Since: December 2014 GS Committees Auit Governance Risk* Other U.S.-Liste Company Directorships Current: None Former (Past 5 Years): Anheuser-Busch InBev Knowlege about our firm, incluing our fixe income business, an an unerstaning of the risks we face: Utilizes his previous tenure at Golman Sachs as well as his service on the boar an experience in chairing the risk committee of our subsiiary, Golman Sachs International Auit an financial expertise, corporate governance an leaership: Leverages prior service on the boar of irectors an the auit an finance committees of Anheuser-Busch InBev an service on the boars of irectors an auit, finance an other committees of not-for-profit entities Financial services inustry: Experience gaine through his role as operating partner at J.C. Flowers an through other inustry experience CAREER HIGHLIGHTS Private investor (Present) Operating Partner, J.C. Flowers & Co., a private investment firm focusing on the financial services inustry ( ) Golman Sachs» Retire Limite Partner ( )» Management Committee Member an Co-Hea of Fixe Income Division ( )» Various positions at the firm, incluing Hea of J. Aron Division ( ) Senior Investment Officer, The Worl Bank ( ) OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT Director an Risk Committee Chair, Golman Sachs International Trustee, Penn Meicine Trustee Emeritus, University of Pennsylvania EDUCATION * Effective May 2, 2018, Mr. Winkelman will become the Chair of our Risk Committee. Grauate of Erasmus University in the Netherlans an The Wharton School, University of Pennsylvania INDEPENDENCE OF DIRECTORS 9 of our 11 irector nominees are inepenent Our Boar etermine, upon the recommenation of our Governance Committee, that Ms. Burns, Mr. Flaherty, Mr. George, Mr. Johnson, Ms. Kullman, Mr. Mittal, Mr. Ogunlesi, Mr. Oppenheimer an Mr. Winkelman are inepenent within the meaning of NYSE rules an our Director Inepenence Policy. Prior to their retirement from our Boar in 2017, each of Debora Spar an Mark Tucker were also etermine to be inepenent. Furthermore, our Boar has etermine that all of our inepenent irectors satisfy the heightene auit committee inepenence stanars uner SEC an NYSE rules, an that Compensation Committee members also satisfy the relevant heightene stanars uner NYSE rules. Process for Inepenence Assessment A irector is consiere inepenent uner NYSE rules if our Boar etermines that the irector oes not have any irect or inirect material relationship with Golman Sachs. Our Boar has establishe a Policy Regaring Director Inepenence (Director Inepenence Policy) that provies stanars to assist our Boar in etermining which relationships an transactions might constitute a material relationship that woul cause a irector not to be inepenent. To assess inepenence, our Governance Committee an our Boar review etaile information regaring our inepenent irectors, incluing employment an public company an not-for-profit irectorships, as well as information regaring immeiate family members an affiliate entities. Through the course of this review, our Governance Committee an our Boar consier relationships between the inepenent irectors (an their immeiate family members an affiliate entities) on the one han, an Golman Sachs an its affiliates on the other, in accorance with our Director Inepenence Policy. This inclues a review of revenues to the firm from, an payments or onations mae by us to, relevant entities affiliate with our irectors (or their immeiate family members) as a result of orinary course transactions or contributions to not-for-profit organizations. For more information on the categories of transactions that our Governance Committee an our Boar reviewe, consiere an etermine to be immaterial uner our Director Inepenence Policy, see Aitional Details on Director Inepenence in Annex B. 24 Golman Sachs Proxy Statement for the 2018 Annual Meeting of Shareholers