2016 ANNUAL MEETING OF SHAREHOLDERS PROXY STATEMENT THE GOLDMAN SACHS GROUP, INC. The Goldman Sachs Group, Inc. Notice of 2016 Annual Meeting of Shareholders Time and Date 8:30 a.m., local time, on Friday, May 20, 2016 Place Goldman Sachs offices located at: 30 Hudson Street, Jersey City, New Jersey 07302 Items of Business a Election to our Board of Directors of the 13 director nominees named in the attached Proxy Statement for a one-year term a An advisory vote to approve executive compensation (Say on Pay) a Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016 a Consideration of shareholder proposals, if properly presented by the relevant shareholder proponents a Transaction of such other business as may properly come before our 2016 Annual Meeting of Shareholders Record Date The record date for the determination of the shareholders entitled to vote at our 2016 Annual Meeting of Shareholders, or any adjournments or postponements thereof, was the close of business on March 21, 2016. Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on May 20, 2016. Our Proxy Statement, 2015 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 April 8, 2016 Your vote is important to us. Please exercise your shareholder right to vote. By April 8, 2016, 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 2015 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 April 12, 2016. For more information, see Frequently Asked Questions. Table of Contents Table of Contents Letter from our Chairman and CEO ..............ii Executive Compensation ...........................49 2015 Summary Compensation Table .......... 49 Letter from our Lead Director ....................iii 2015 Grants of Plan-Based Awards ............52 Executive Summary ................................1 2015 Outstanding Equity Awards at Fiscal 2016 Annual Meeting Information .................1 Year-End ............................................ 53 Matters to be Voted on at our 2016 Annual 2015 Option Exercises and Stock Vested...... 53 Meeting .................................................1 2015 Pension Benefits ............................ 54 Performance Highlights ..............................2 2015 Non-Qualified Deferred Compensation Highlights ...........................5 Compensation......................................55 Corporate Governance Highlights .................7 Potential Payments Upon Termination or Change-in-Control .................................56 Corporate Governance ............................11 Report of our Compensation Committee .......60 Item 1. Election of Directors .......................11 Item 2. An Advisory Vote to Approve Our Directors .......................................11 Executive Compensation (Say on Pay) ..........60 Independence of Directors.......................20 Non-Employee Director Structure of our Board and Compensation Program ............................61 Governance Practices ...............................21 Audit Matters .......................................64 Our Board Committees ...........................21 Report of our Audit Committee ...................64 Board Leadership Structure .....................23 Item 3. Ratification of Appointment Year-Round Review of Board Composition... 26 of Independent Registered Director Orientation ...............................27 Public Accounting Firm .............................64 Board and Committee Evaluations .............27 Items 4-6: Shareholder Proposals ...............66 Board Oversight of our Firm .......................28 Key Areas of Board Oversight ..................28 Certain Relationships and Commitment of our Board – 2015 Related Transactions ..............................72 Meetings ............................................30 Beneficial Ownership .............................75 Shareholder Engagement ..........................32 Our Commitment to Active Engagement Additional Information ............................78 with our Shareholders ............................32 Frequently Asked Questions .....................80 Compensation Matters............................33 Compensation Discussion and Analysis .........33 Annex A: Calculation of Non-GAAP 2015 Annual Compensation Figures .............................................A-1 Determinations ....................................33 Annex B: Additional Details on Director Importance of Discretion .........................38 Independence .....................................B-1 Key Pay Practices ..................................39 Framework for Compensation Decisions .....39 Directions to our 2016 Annual Meeting of Shareholders ......................................C-1 Overview of Compensation Elements .........42 Other Compensation Policies and Practices ............................................46 GS Gives ............................................48 Goldman Sachs | Proxy Statement for the 2016 Annual Meeting of Shareholders i Letter from our Chairman and CEO Letter from our Chairman and CEO April 8, 2016 Fellow Shareholders: You are cordially invited to attend the 2016 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. We will hold the meeting on Friday, May 20, 2016 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 2015 annual report to our shareholders. Gary Cohn, our President and COO, and I discuss our performance, strategy and outlook in our 2015 letter to our shareholders, which is included in our annual report. We hope you will read the letter in full, and we provide below a few key points that may be of interest. The first half of 2015 featured a strong macroeconomic environment, but headwinds emerged, particularly during the second half of the year, and these headwinds persisted into early 2016. Although the current cycle has felt prolonged, cycles do turn, even if the timing of such inflections is difficult to predict. As such, we continue to adapt our business to structural and cyclical factors affecting the operating environment, while remaining flexible enough to capture future growth opportunities. Our efforts in this regard have yielded relatively stable results for our shareholders over the past four years. We have diversified our franchise while holding our revenues steady, and we have increased our capital and liquidity and decreased our risk. We have stayed focused on prudently managing our resources, while meeting the needs of our clients. What’s more, we remain committed to enabling economic prosperity through the work we do not only in our core businesses, but also through targeted programs like 10,000 Women. This means, among other things, helping new enterprises grow by investing in entrepreneurs, as well as by financing projects across the globe, such as those that improve living standards in traditionally underserved communities. It also means being mindful of the importance of a healthy environment, and driving that core belief through our work with our clients, as well as through our own operations. Lastly, we recognize that our people are critical to our long-term success. We work diligently to remain a place where top talent across a variety of disciplines and from a diverse set of backgrounds aspires to work. We believe our time-tested and deeply seeded culture of client centricity, teamwork and excellence sets us apart in this regard. So too does the core work we do at Goldman Sachs, such as providing our clients with, among other things, strategic advice and the capital they need to grow and invest. As we look ahead, we know we cannot forecast every outcome, and we expect the near-term environment to prove challenging. As managers of risk, we consistently try to “see around corners” to anticipate problems, but we also find ourselves generally optimistic about the longer-term. By staying true to our strategic focus, while adapting quickly to changes in the operating environment, and maintaining our focus on meeting the needs of our clients, we strive to continue to deliver on our long history of providing our shareholders with best-in-class returns. We would like to thank you for your confidence in Goldman Sachs, and 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 ii Goldman Sachs | Proxy Statement for the 2016 Annual Meeting of Shareholders Letter from our Lead Director Letter from our Lead Director April 8, 2016 To my fellow shareholders, 2015 was an active year for the Goldman Sachs Board. Among the matters we addressed was the lymphoma diagnosis of our Chairman and CEO, Lloyd Blankfein. From his initial diagnosis to dialogue with the Board and the public announcement of his illness, the firm acted swiftly and candidly. Lloyd continued