The Goldman Sachs Group, Inc. Annual Meeting of Shareholders Proxy Statement 2018 The Goldman Sachs Group, Inc. The Goldman Sachs Group, Inc. Notice of 2018 Annual Meeting of Shareholders TIME AND DATE 8:30 a.m., local time, on Wednesday, May 2, 2018 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 Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) d Ratification of the appointment of PwC as our independent registered public accounting firm for 2018 d Consideration of shareholder proposals, if properly presented by the relevant shareholder proponents d Transaction of such other business as may properly come before our 2018 Annual Meeting of Shareholders RECORD DATE The record date for the determination of the shareholders entitled to vote at our 2018 Annual Meeting of Shareholders, or any adjournments or postponements thereof, was the close of business on March 5, 2018 Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on May 2, 2018. Our Proxy Statement, 2017 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 23, 2018 Your vote is important to us. Please exercise your shareholder right to vote. By March 23, 2018, 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 2017 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 27, 2018. For more information, see Frequently Asked Questions. Table of Contents Table of Contents Letter from our Chairman and CEO ........................ii Executive Compensation . .............................57 2017 Summary Compensation Table ................58 Letter from our Lead Director ..............................iii 2017 Grants of Plan-Based Awards ..................60 Executive Summary ........................................1 2017 Outstanding Equity Awards at Fiscal Year-End .............................................61 2018 Annual Meeting Information .......................1 2017 Option Exercises and Stock Vested . ...........61 Matters to be Voted on at our 2018 Annual Meeting ....1 2017 Pension Benefits . .............................62 Impact of Certain Tax-Related Items on the Firm’s 2017 2017 Non-Qualified Deferred Compensation . .63 Performance .............................................2 Potential Payments Upon Termination or Change in Performance Highlights ..................................3 Control ...............................................65 Compensation Highlights ................................7 Report of our Compensation Committee ...............68 2018 Stock Incentive Plan Highlights ....................9 Item 2. An Advisory Vote to Approve Executive Corporate Governance Highlights ......................10 Compensation (Say on Pay) ............................69 Shareholder Engagement ..............................13 Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) ...............70 Corporate Governance ....................................15 Pay Ratio Disclosure ....................................77 Item 1. Election of Directors ............................15 Non-Employee Director Compensation Program . .78 Our Directors .........................................15 Independence of Directors ...........................24 Audit Matters ..............................................82 Structure of our Board and Governance Practices .....25 Report of our Audit Committee .........................82 Our Board Committees ...............................25 Item 4. Ratification of PwC as our Independent Board and Committee Evaluations ...................27 Registered Public Accounting Firm for 2018 . ...........82 Board Leadership Structure ..........................28 Items 5-6: Shareholder Proposals .........................84 Year-Round Review of Board Composition ..........31 Director Education ...................................32 Certain Relationships and Related Transactions . .88 Commitment of our Board ...........................32 Beneficial Ownership .....................................91 Board Oversight of our Firm ............................34 Key Areas of Board Oversight ........................34 Additional Information ....................................94 Compensation Matters ....................................37 Frequently Asked Questions ............................. 96 Compensation Discussion and Analysis ................37 Annex A: Calculation of Non-GAAP Measures ...........A-1 2017 NEO Compensation Determinations ...........37 Annex B: Additional Details on Director Key Pay Practices ....................................46 Independence ............................................B-1 Framework for Compensation Decisions ............47 Overview of Compensation Elements ................50 Annex C: The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) ..............................C-1 Other Compensation Policies and Practices .........53 GS Gives .............................................56 Directions to our 2018 Annual Meeting of Shareholders .............................................D-1 This Proxy Statement includes forward-looking statements. These statements are not historical facts, but instead represent only the firm’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the firm’s control. Forward-looking statements include statements about potential revenue and growth opportunities. It is possible that the firm’s actual results, including the incremental revenues, if any, from such opportunities, and financial condition may differ, possibly materially, from the anticipated results, financial condition and incremental revenues indicated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect the firm’s future results and financial condition, see “Risk Factors” in Goldman Sachs’ Annual Report on Form 10-K for the year ended December 31, 2017. Statements about Goldman Sachs’ revenue and growth opportunities are subject to the risk that the firm’s businesses may be unable to generate additional incremental revenues or take advantage of growth opportunities. Proxy Statement for the 2018 Annual Meeting of Shareholders | Goldman Sachs i Letter from our Chairman and CEO Letter from our Chairman and CEO March 23, 2018 Fellow Shareholders: You are cordially invited to attend the 2018 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. We will hold the meeting on Wednesday, May 2, 2018 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 2017 annual report to our shareholders. In our 2017 letter to our shareholders, which is included in the annual report, we describe our focus in achieving sustainable earnings growth and the strategic initiatives that are driving progress in each of our major businesses. We also discuss how the operating environment has shifted and the potential implications for our businesses. We are committed to providing our shareholders with long-term value, and we hope that you will find the letter informative. 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 2018 Annual Meeting of Shareholders | Goldman Sachs ii Letter from our Lead Director Letter from our Lead Director March 23, 2018 To my fellow shareholders, As our 2018 Annual Meeting approaches, it is my privilege as your Lead Director to reflect on the past year and share directly with you some highlights of the work of our Board. It will come as no surprise that 2017 was another eventful year for the firm, particularly given the rapidly changing business and regulatory environment across the globe. Over the course of the year we saw the firm’s senior management remain steadfast in its focus on the firm’s operating performance, helping to drive revenue and pre-tax earnings growth across the firm with higher revenues in three of the firm’s four business segments, which helped offset a challenging backdrop for the firm’s market making businesses. Senior management also continued to remain focused 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 continued to work closely with our Chairman and CEO Lloyd Blankfein with respect to the firm’s long-term and emergency executive succession plans, meeting regularly with Lloyd and in closed and executive