Corporate Governance | Structure of our Board and Governance Practices

COMPENSATION ALL INDEPENDENT KEY SKILLS & EXPERIENCES KEY RESPONSIBILITIES REPRESENTED Michele Burns d Setting of executive d Determine and approve the compensation of our CEO and other William George** compensation executive officers James Johnson** d Evaluation of executive and d Approve, or make recommendations to our Board for it to approve, Ellen Kullman firmwide compensation our incentive, equity-based and other compensation plans programs d Assist our Board in its oversight of the development, d Human capital management, implementation and effectiveness of our policies and strategies including diversity relating to our human capital management function, including: (ex-officio) » recruiting; » retention; » career development and progression; » management succession (other than that within the purview of our Governance Committee); and » diversity and employment practices d Prepare the Compensation Committee Report

GOVERNANCE ALL INDEPENDENT KEY SKILLS & EXPERIENCES KEY RESPONSIBILITIES REPRESENTED Adebayo Ogunlesi d Corporate governance d Recommend individuals to our Board for nomination, election or Michele Burns d Talent development and appointment as members of our Board and its Committees Drew Faust succession planning d Oversee the evaluation of the performance of our Board and Mark Flaherty d Current and prior public our CEO William George** company board service d Review and concur with the succession plans for our CEO and James Johnson** other members of senior management Ellen Kullman d Take a leadership role in shaping our corporate governance, Lakshmi Mittal including developing, recommending to our Board and reviewing on an ongoing basis the corporate governance principles and practices Jan Tighe that apply to us Mark Winkelman d Review periodically the form and amount of non-employee director compensation and make recommendations to our Board with respect thereto

PUBLIC RESPONSIBILITIES ALL INDEPENDENT KEY SKILLS & EXPERIENCES KEY RESPONSIBILITIES REPRESENTED William George** d Reputational risk d Assist our Board in its oversight of our firm’s relationships with Ellen Kullman** d ESG major external constituencies and our reputation Drew Faust d Government and d Oversee the development, implementation and effectiveness of James Johnson** regulatory affairs our policies and strategies relating to citizenship, corporate Lakshmi Mittal d Philanthropy engagement and relevant significant public policy issues d Review ESG issues affecting our firm, including through the Adebayo Ogunlesi periodic review of the ESG report (ex-officio)

RISK MAJORITY KEY SKILLS & EXPERIENCES KEY RESPONSIBILITIES INDEPENDENT REPRESENTED Mark Winkelman d Understanding of how risk is d Assist our Board in its oversight of our firm’s overall risk-taking Michele Burns undertaken, mitigated and tolerance and management of financial and operational risks, such Drew Faust controlled in complex as market, credit and liquidity risk, including reviewing and Mark Flaherty industries discussing with management: Ellen Kullman** d Technology and cybersecurity » our firm’s capital plan, regulatory capital ratios, capital Peter Oppenheimer d Understanding of financial management policy and internal capital adequacy assessment Jan Tighe products process, and the effectiveness of our financial and operational d Expertise in capital adequacy risk management policies and controls; Adebayo Ogunlesi and deployment » our liquidity risk metrics, management, funding strategies and (ex-officio) controls, and the contingency funding plan; and Non-independent » our market, credit, operational and model risk management David Viniar strategies, policies and controls

**William George and James Johnson will not be standing for re-election and will be retiring from our Board on the eve of the 2019 Annual Meeting. Effective May 2, 2019, Ellen Kullman will become a member and the Chair of our Public Responsibilities Committee, at which time she will no longer be a member of our Risk Committee.

22 | Proxy Statement for the 2019 Annual Meeting of Shareholders