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Proxy Statement for 2014 Annual Meeting of Shareholders Gary D Proxy Statement 2014 Annual Meeting of Shareholders The Goldman Sachs Group, Inc. Notice of 2014 Annual Meeting of Shareholders Time and Date 9:30 a.m., local time, on Friday, May 16, 2014 Place Goldman Sachs offices located at 6011 Connection Drive, 2nd Floor, Irving, Texas 75039 Items of Business • Election to our Board of Directors of the 13 director nominees named in the attached Proxy Statement for one-year terms • An advisory vote to approve executive compensation (say on pay) • Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2014 • Consideration of a shareholder proposal, if properly presented by the relevant shareholder proponents • Transaction of such other business as may properly come before our 2014 Annual Meeting of Shareholders Record Date The record date for the determination of the shareholders entitled to vote at our Annual Meeting of Shareholders, or any adjournments or postponements thereof, was the close of business on March 17, 2014 Your vote is important to us. Please exercise your shareholder right to vote. Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on May 16, 2014. Our Proxy Statement, 2013 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 4, 2014 Table of Contents Introduction and Executive Summary ................ 1 2013 Outstanding Equity Awards at Fiscal Year-End ................................... 45 Corporate Governance ............................ 6 2013 Option Exercises and Stock Vested .......... 46 Item 1. Election of Directors ..................... 6 2013 Pension Benefits ......................... 46 Board Succession Planning ..................... 6 2013 Non-Qualified Deferred Compensation ...... 47 Our Director Nominees ....................... 8 Potential Payments Upon Termination or Change-in-Control ........................... 48 Structure and Role of our Board .................. 17 Board Leadership Structure .................... 17 Report of our Compensation Committee .......... 51 Board Oversight of our Firm ................... 19 Non-Employee Director Compensation ........... 52 Commitment of our Board – 2013 Board Meetings ................................... 22 Audit Matters ................................... 56 Board Evaluation ............................ 23 Independence of Directors ..................... 23 Report of our Audit Committee .................. 56 Our Board Committees ......................... 24 Item 3. Ratification of Appointment of Audit Committee Financial Expert ............... 25 Independent Registered Public Accounting Firm ......................................... 56 Compensation Matters ............................ 26 Shareholder Proposal ............................ 58 Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) .... 26 Certain Relationships and Related Transactions ........ 61 Compensation Highlights ....................... 27 Beneficial Ownership ............................ 64 Compensation Discussion and Analysis ........... 29 Our Compensation Philosophy ................. 29 Additional Information ............................ 67 2013 NEO Compensation Determinations ........ 32 Additional Details on our NEOs’ Compensation . 35 Frequently Asked Questions About our Annual Meeting . 69 Long-Term Performance Incentive Plan ........... 38 GS Gives ................................... 40 Annex A: Additional Details on Director Independence . A-1 Compensation Committee’s Independent Consultant .................................. 41 Annex B: Goldman Sachs’ Compensation Principles ..... B-1 Executive Compensation ........................ 42 2013 Summary Compensation Table ............. 42 Directions to our 2014 Annual Meeting of Shareholders . C-1 2013 Grants of Plan-Based Awards .............. 44 Goldman Sachs Proxy Statement for the 2014 Annual Meeting of Shareholders i April 4, 2014 Fellow Shareholders: You are cordially invited to attend the 2014 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. We will hold the meeting on Friday, May 16, 2014 at 9:30 a.m., local time, at our offices in Irving, Texas. We hope that you will be able to attend. Enclosed you will find a notice setting forth the business expected to come before the meeting, a letter from our Lead Director, the Proxy Statement, a form of proxy and a copy of our 2013 Annual Report to Shareholders. Your vote is very important to us. Whether or not you plan to attend the meeting in person, we hope that your shares are represented and voted. The past year marked the five-year anniversary of the global financial crisis, and the state of the global economy may be best described as incrementally, but noticeably, improving. Over the last five years, our firm has taken significant steps related to our capital, liquidity and overall financial profile to adapt to the realities of this operating and regulatory environment. In 2013, Goldman Sachs performed relatively well, generating solid results for the year. This outcome was the by- product of our commitment to a core set of businesses, the talent of our people and their belief in our firm’s culture of teamwork, as well as actions we have taken over the last several years in three important areas: strengthening our balance sheet, allocating capital efficiently across our businesses and managing our costs prudently. While we have generated solid returns in the last five years, we are committed to improving them notwithstanding the challenges presented in the current environment. At the same time, we want to protect our ability to provide significant upside to shareholders as the economic cycle turns. By steadily advancing in the areas of revenues, expenses and capital efficiency, we are building near-term benefits, but also driving material operating leverage into our business. Our culture of teamwork and client focus has never been more alive and continues to define who we are and the work we do. We remain intent on learning from the experience of recent years but maintain a firm eye on the future to do our part to contribute to economic growth and opportunity. In the process, we are confident that Goldman Sachs will produce significant value for our shareholders. Gary Cohn, our President and COO, and I expand on these and other themes concerning our performance, strategy and outlook in the 2013 Annual Report Letter to Shareholders, which I hope you will read. In the meantime, I would like to thank you for your investment in Goldman Sachs. I continue to be optimistic about our future and am proud to be part of a firm that has such talented and dedicated people and a Board made up of accomplished members, all of whom are committed to our success and, as a result, your investment. I look forward to welcoming many of you to our Annual Meeting. Lloyd C. Blankfein Chairman and Chief Executive Officer April 4, 2014 To my fellow shareholders: As your Lead Director, it is my pleasure to communicate to you some of the key areas of focus for our Board. I am proud to be a member of such a highly engaged Board, where each director is committed to actively and effectively overseeing the management of our company and protecting the interests of our shareholders. In my initial year as Lead Director, I had worked with my fellow directors to effect certain changes that I believe have served our Board well. This past year, the Board’s emphasis on engagement, effectiveness and board composition demonstrates the ongoing implementation of those changes. Engagement As a Board, we continue our commitment to active and open engagement with our shareholders and other constituents through meetings and calls throughout the year. One particular highlight of this past year was a meeting in September 2013 with a group of over 20 shareholders that represented a broad cross-section of our diverse investor base. There was no set agenda for this meeting, which was designed to provide shareholders with an open forum for discussion. We discussed a range of topics, including our board leadership structure, board composition, firm performance and the potential impact of regulatory change, as well as reputational risk. Receiving direct feedback from our shareholders is invaluable to my fellow directors and to me, providing us with information that allows us to more effectively carry out our duties. In addition to our ongoing engagement with shareholders, we have also met regularly with other key constituents. Last year, our Board held meetings in Salt Lake City (in connection with the 2013 Annual Meeting) and in the San Francisco Bay area, during which my colleagues and I met with the firm’s leadership and clients in these regions. In addition, several of my colleagues have traveled and met with local management in our offices around the world. Further, during 2013 I had the opportunity to meet with senior regulators, and each of our non-employee directors met individually with members of the supervisory staff of the Federal Reserve Board, as well as other global regulators. It is helpful for our Board to understand the focus and perspective of our regulators given the importance of the regulatory environment in which we operate. We also appreciate the opportunity to provide our regulators with direct insight into our Board’s operation and effectiveness. Board Effectiveness Our Board meets and
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