Goldman Sachs : Proxy Statement for 2023 Annual Meeting of Shareholders

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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

Date Wednesday, April 26, 2023

Place The Fairmont Dallas

1717 N. Akard Street

Dallas, Texas 75201

For more information, see Frequently Asked Questions

Record Date February 27, 2023

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

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

March 17, 2023

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
Letter from our Chairman and CEO	ii
Letter from our Lead Director	iii
Executive Summary	1
2023 Annual Meeting Information	1
Matters to be Voted on at our 2023 Annual Meeting	1
Strategy and Performance Highlights	2
2023 Investor Day Highlights	3
Compensation Highlights	4
Corporate Governance Highlights	5
Corporate Governance	7
Corporate Governance Best Practices	7
Item 1. Election of Directors	8
Our Directors	8
Independence of Directors	17
Structure of our Board and Governance Practices	18
Our Board Committees	18
Board and Committee Evaluations	20
Board Leadership Structure	21
Year-Round Review of Board Composition	23
Director Education	24
Commitment of our Board	24
Board Oversight of our Firm	26
Key Areas of Board Oversight	26

Executive Compensation	55
2022 Summary Compensation Table	55
2022 Grants of Plan-Based Awards	57
2022 Outstanding Equity Awards at Fiscal Year-End	58
2022 Stock Vested	59
2022 Pension Benefits	60
2022 Non-Qualified Deferred Compensation	60
Potential Payments upon Termination or Change in
Control	61
Compensation Committee Report	65
Item 2. An Advisory Vote to Approve Executive
Compensation (Say on Pay)	66
2022 Say on Pay Vote	66
Item 3. An Advisory Vote on the Frequency of Say on Pay
Votes	67
Pay Ratio Disclosure	67
Pay Versus Performance Disclosure	68
Director Compensation Program	72
Audit Matters	75
Item 4. Ratification of PwC as our Independent Registered
Public Accounting Firm for 2023	75
Assessment of Independent Registered Public
Accounting Firm	75
Fees Paid to Independent Registered Public Accounting
Firm	76
Report of our Audit Committee	77

Stakeholder Engagement	31
Spotlight on Sustainability	32
Compensation Matters	34
Compensation Discussion and Analysis	34
2022 Annual NEO Compensation Determinations	34
How our Compensation Committee Makes Decisions	35
Overview of Annual Compensation Elements and Key
Pay Practices	41
2022 Annual Compensation	42
Equity-Based Variable Compensation Elements of
Annual Compensation-A More Detailed Look	49
Shareholder Value Creation Awards-A Detailed Look....	50
Other Compensation Policies and Practices	51
GS Gives	54

Items 5-12. Shareholder Proposals	78
Certain Relationships and Related Transactions	97
Beneficial Ownership	100
Additional Information	103
Frequently Asked Questions	105
Annex A: Calculation of Non-GAAP Measures	A
Annex B: Additional Details on Director Independence	B
Directions to our 2023 Annual Meeting of Shareholders....	C

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.

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.

Our Core Values

We distilled our Business Principles into 4 Core Values that inform everything we do:

Partnership

Client Service

Integrity

Excellence

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