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Proxy Statement for 2017 Annual Meeting of Shareholders

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Proxy Statement for 2017 Annual Meeting of Shareholders The Goldman Sachs Group, Inc. ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT 2017 The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc. Notice of 2017 Annual Meeting of Shareholders TIME AND DATE 8:30 a.m., local time, on Friday, April 28, 2017 PLACE Goldman Sachs offices located at: 30 Hudson Street, Jersey City, New Jersey 07302 ITEMS OF BUSINESS d Election to our Board of Directors of the 11 director nominees named in the attached Proxy Statement for a one-year term d An advisory vote to approve executive compensation (Say on Pay) d An advisory vote on the frequency of Say on Pay votes d Ratification of the appointment of PwC as our independent registered public accounting firm for 2017 d Transaction of such other business as may properly come before our 2017 Annual Meeting of Shareholders RECORD DATE The record date for the determination of the shareholders entitled to vote at our 2017 Annual Meeting of Shareholders, or any adjournments or postponements thereof, was the close of business on February 27, 2017. Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 28, 2017. Our Proxy Statement, 2016 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials. By Order of the Board of Directors, Beverly L. O’Toole Assistant Secretary March 17, 2017 Your vote is important to us. Please exercise your shareholder right to vote. By March 17, 2017, 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 2016 Annual Report to Shareholders and 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, 2017. For more information, see Frequently Asked Questions. Table of Contents Table of Contents Letter from our Chairman and CEO ...................ii Executive Compensation .........................54 2016 Summary Compensation Table .............55 Letter from our Lead Director ........................iii 2016 Grants of Plan-Based Awards ...............58 Executive Summary ................................1 2016 Outstanding Equity Awards at Fiscal Year-End . ...................................59 2017 Annual Meeting Information ..................1 2016 Options Exercises and Stock Vested . .59 Matters to be Voted on at our 2017 Annual Meeting . .1 Performance Highlights ...........................2 2016 Pension Benefits .........................60 Compensation Highlights .........................5 2016 Non-Qualified Deferred Compensation . .61 Corporate Governance Highlights ...................8 Potential Payments Upon Termination or Change- Shareholder Engagement ........................11 In-Control ...................................63 Report of our Compensation Committee ............66 Corporate Governance .............................13 Item 2. An Advisory Vote to Approve Executive Item 1. Election of Directors ......................13 Compensation (Say on Pay) ......................67 Item 3. An Advisory Vote on the Frequency Our Directors .................................13 of Say on Pay Votes . ..........................68 Independence of Directors ......................22 Non-Employee Director Compensation Program . .69 Structure of our Board and Governance Practices ....23 Our Board Committees ........................23 Audit Matters . ...................................72 Board and Committee Evaluations ...............25 Report of our Audit Committee . .................72 Board Leadership Structure .....................26 Item 4. Ratification of Appointment of Independent Year-Round Review of Board Composition ........28 Registered Public Accounting Firm .................72 Director Orientation ...........................29 Certain Relationships and Related Transactions . .74 Board Oversight of our Firm ......................29 Key Areas of Board Oversight ...................29 Beneficial Ownership ..............................77 Commitment of our Board – 2016 Meetings .......31 Additional Information . ..........................80 Compensation Matters .............................33 Compensation Discussion and Analysis ............33 Frequently Asked Questions ........................82 2016 NEO Compensation Determinations .........33 Annex A: Additional Details on Key Pay Practices .............................42 Director Independence . .........................A-1 Framework for Compensation Decisions ..........43 Directions to our 2017 Annual Meeting Overview of Compensation Elements ............46 of Shareholders .................................B-1 Other Compensation Policies and Practices .......48 Determinations Regarding Mr. Gary Cohn .........50 GS Gives ....................................53 Proxy Statement for the 2017 Annual Meeting of Shareholders | Goldman Sachs i Letter from our Chairman and CEO Letter from our Chairman and CEO March 17, 2017 Fellow Shareholders: You are cordially invited to attend the 2017 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. We will hold the meeting on Friday, April 28, 2017 at 8:30 a.m., local time, at our offices in Jersey City, New Jersey. 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 2016 annual report to our shareholders. In our 2016 letter to our shareholders, which is included in the annual report, we discuss the firm’s performance, strategy and outlook for the future. We hope that you will find the letter informative and the themes emblematic of our commitment to providing our shareholders with long-term value. I would like to personally thank you for your continued investment in Goldman Sachs. We look forward to welcoming many of you to our annual meeting. Your vote is important to us – even if you do not plan to attend the meeting in person, we hope your votes will be represented. Lloyd C. Blankfein Chairman and Chief Executive Officer Proxy Statement for the 2017 Annual Meeting of Shareholders | Goldman Sachs ii Letter from our Lead Director Letter from our Lead Director March 17, 2017 To my fellow shareholders, In numerous ways, 2016 was an eventful year both for Goldman Sachs and for the broader operating environment. It included a challenging first half of the year for the financial services industry and the capital markets, the “Brexit” vote and the U.S. presidential election. Within the firm, 2016 included the launch of a new consumer lending business, Marcus by Goldman Sachs, as well as several senior executive changes. In times of challenge and change, a board’s role in setting the “tone at the top” – providing oversight and advising on management’s strategic plans – becomes even more critical, and I am pleased to report that our Board responded in kind. In addition to undertaking the actions I describe below, throughout the year we remained focused on our oversight of the firm’s risk management and engaged with management on its firmwide, regional and divisional strategies for growth across our businesses. Despite a challenging start to 2016, we believe that the firm’s senior management responded effectively and swiftly. As a result of their focus on operating expense discipline, the firm remains well- positioned to capitalize on opportunities as they unfold and to continue to drive long-term shareholder value. Last year there were a number of executive succession events, which is a topic I know from my own direct engagement is of critical importance to our shareholders. At the end of 2016, we bid farewell to three distinguished executives from around the globe – Gary Cohn, Michael Sherwood and Mark Schwartz – each of whom added significant value to the firm over the course of their long-tenured careers. In addition to his many other contributions to the firm over the course of his over 25-year career, Gary’s perspective was greatly valued by the Board during his tenure as a fellow director. In light of Gary’s commencement as Director of the National Economic Council, as a Board we needed to determine how to appropriately address Gary’s historical, vested compensation arrangements in order to avoid any actual or perceived conflicts of interest given his new responsibilities in the public sector. Details regarding these determinations are summarized in the enclosed proxy statement. These departures resulted in the elevation of several of our senior leaders to executive positions, consistent with our executive succession plan. Each year and throughout 2016, our Governance Committee met with our CEO, Lloyd Blankfein, and met separately in closed and executive sessions to review, provide input on and refine the firm’s long-term and emergency executive succession plans. Our thorough consideration of and deliberations on executive succession, coupled with the firm’s commitment to developing leaders in every area of its businesses, enabled us to act quickly and efficiently in promoting David Solomon and Harvey Schwartz to the roles of President and Co-Chief Operating Officers of the firm, as well as Richard Gnodde and Pablo Salame to the role of Vice Chairman. Further, Marty Chavez was appointed to the position of Chief Financial Officer, which he will assume in May. We look forward to working with all of these talented individuals in their new roles. These
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