Printmgr File

Total Page：16

File Type：pdf, Size：1020Kb

Compensation Matters | Non-Employee Director Compensation Program DIRECTOR SUMMARY COMPENSATION TABLE The following table sets forth the 2018 compensation for our non-employee directors as determined by SEC rules, which require us to include equity awards granted during 2018 and cash compensation earned for 2018. Generally, we grant equity-based awards and pay any cash compensation to our non-employee directors for a particular year shortly after that year’s end. Accordingly, this table includes RSUs granted in January 2018 for services performed in 2017 and cash paid in January 2019 for services performed in 2018 for those directors who received cash payments. FEES EARNED OR STOCK AWARDS ($) (b) ALL OTHER TOTAL ($) PAID IN CASH ($) (a) COMPENSATION ($) (c) Michele Burns 100,000 500,184 19,986 620,170 Drew Faust 37,500 0 17,500 55,000 Mark Flaherty 75,000 500,184 20,000 595,184 William George 0 600,321 20,000 620,321 James Johnson 10,417 500,184 20,000 530,601 Ellen Kullman 0 575,224 20,000 595,224 Lakshmi Mittal 0 575,224 0 575,224 Adebayo Ogunlesi 0 600,321 20,000 620,321 Peter Oppenheimer 0 600,321 20,000 620,321 David Viniar(d) 75,000 500,184 20,000 595,184 Mark Winkelman 0 575,224 45,000 620,224 (a) For 2018, Ms. Burns elected to receive her annual retainer and Committee Chair fee in cash, Mr. Johnson elected to receive his prorated Committee Chair fee in cash, and Messrs. Flaherty and Viniar and Dr. Faust elected to receive their annual retainers (prorated for Dr. Faust) in cash. (b)The grant date fair value of RSUs granted on January 18, 2018 for service in 2017 was based on the closing price per share of Common Stock on the NYSE on the date of grant ($250.97). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day in the third quarter of the year following the year of the director’s retirement from our Board. (c) These values reflect the amounts that were donated to charities by our firm to match personal donations made by non-employee directors in connection with requests by these directors made prior to March 4, 2019 under the Goldman Sachs employee matching gift program for 2018. We allow our directors to participate in our employee matching gift program on the same terms as our non-PMD employees, matching gifts of up to $20,000 per participating individual. For Mr. Winkelman, the amount also represents an annual cash fee of $25,000 for his service as a member of the board of directors of our subsidiary, Goldman Sachs International, during 2018. (d)Due to his prior employment as CFO, Mr. Viniar continued to be able to recommend not-for-profit organizations that should receive donations from GS Gives as discussed in Compensation Matters—Compensation Discussion and Analysis—GS Gives. The amount donated to not-for- profit organizations by GS Gives based on Mr. Viniar’s recommendations in 2018 was $3,995,000. Please refer to page 86 for information pertaining to the outstanding equity awards (all of which are vested) held by each non-employee director as of March 4, 2019, including RSUs granted in January 2019 for services performed in 2018. For more information on the work of our Board and its Committees, see Corporate Governance. 74 Goldman Sachs | Proxy Statement for the 2019 Annual Meeting of Shareholders.

Copy Link

Recommended publications

Company: GOLDMAN SACHS GROUP INC Document
Company: GOLDMAN SACHS GROUP INC Document: DEF 14A • 3/22/2019 Section: Entire Document File Number: 001-14965 Pages: 115 3/22/2019 10:14:45 AM Intelligize, Inc. [email protected] 1-888-925-8627 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.14a-12 The Goldman Sachs Group, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☑ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
[Show full text]
The Goldman Sachs Group, Inc
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to Section 240.14a-12 The Goldman Sachs Group, Inc. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): þ No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents Proxy Statement 2013 Annual Meeting of Shareholders Table of Contents The Goldman Sachs Group, Inc.
[Show full text]
Goldman Sachs Ecosystem New York City, 10005, USA 9212) 902-1000;
Goldman Sachs Group 200 West Street, Manhattan, Goldman Sachs Ecosystem New York City, 10005, USA 9212) 902-1000; www.goldmansachs.com Outside Relationships Goldman Sachs Group, Inc (Delaware Corporation) Outside Relationships Securities Regulators Capital Suppliers Customers Regulation and Customers Suppliers Capital Regulators Debt Structure Equity Structure NYSE Listing Rules Debt: $ 266.4 Billion; Credit Ratings (Long Terms): DBRS (A – High), Fitch (A), Moody’s (A2), R&I (A), S&P (BBB+) Equity Securities Public Debt Bond Financing Dividends and Common Holders Regulators Group Inc. U.S. Group Inc. Non-U.S. Subsidiaries U.S. Subsidiaries Non- Treasury Stock Preferred Stock Common Stock Stock Repurchases Hybrid Financial Commercial Other Unsecured Significant Working Capital Dollar Fixed and Dollar Fixed and Dollar Fixed and U.S. Dollar Fixed Shares Authorized: 605M Shares Authorized: 496,750 Shares Issued: 901.7M Commercial Instruments Paper Short-Term Shareholders US Securities Financing Floating Rate Floating Rate Floating Rate and Floating Rate Shares Held in Treasury: 557.6M Shares Issued: 420,282 Shares Outstanding: 344.1M Equity Capital and Exchange Banks $18.8B $6.1B Borrowings $2.0B Obligations $117.4B Obligations $54.5B Obligations $25.1B Obligations $16.4B Shares Yet to be Repurchased: 49.7M Shares Outstanding: 420,280 Holders: 6,491 Vanguard Commission Trading Group, Inc (Securities Law Regulators (7.03%) Disclosure and Finance Internal Audit Administration Reporting Governance Corporate Matters Requirements; Anti- Budget
[Show full text]
Document Filed by Ilene Richman
No. 20-222 In the Supreme Court of the United States GOLDMAN SACHS GROUP, INC., ET AL., PETITIONERS v. ARKANSAS TEACHER RETIREMENT SYSTEM, ET AL. ON WRIT OF CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT JOINT APPENDIX (VOLUME 1; PAGES 1-400) KANNON K. SHANMUGAM THOMAS C. GOLDSTEIN PAUL, WEISS, RIFKIND, GOLDSTEIN & RUSSELL, P.C. WHARTON & GARRISON LLP 7475 Wisconsin Avenue 2001 K Street, N.W. Suite 850 Washington, DC 20006 Bethesda, MD 20814 (202) 223-7300 (202) 362-0636 [email protected] [email protected] Counsel of Record Counsel of Record for Petitioners for Respondents PETITION FOR A WRIT OF CERTIORARI FILED: AUGUST 21, 2020 CERTIORARI GRANTED: DECEMBER 11, 2020 TABLE OF CONTENTS Page VOLUME 1 Court of appeals docket entries (No. 18-3667) ................... 1 Court of appeals docket entries (No. 16-250) ..................... 5 District court docket entries (No. 10-3461) ........................ 8 Goldman Sachs 2007 Form 10-K: Conflicts Warning (D. Ct. Dkt. No. 78-6) .................................................... 23 Goldman Sachs 2007 Annual Report: Business Principles (D. Ct. Dkt. No. 143-16) ............................. 30 Financial Times, Markets & Investing, “Goldman’s risk control offers right example of governance,” Dec. 5, 2007 (D. Ct. Dkt. No. 193-20) .......................... 34 Dow Jones Business News, “13 Reasons Bush’s Bailout Won’t Stop Recession,” Dec. 11, 2007 (D. Ct. Dkt. No. 170-24) ................................................ 37 The Wall Street Journal, “How Goldman Won Big on Mortgage Meltdown,” Dec. 14, 2007 (front page) (D. Ct. Hearing Ex. T) ....................................... 42 The New York Times, Off the Shelf, “Economy’s Loss Was One Man’s Gain,” Dec.
[Show full text]
Case 1:10-Cv-07497-VM Document 40 Filed 02/04/11 Page 1 of 86 V
Case 1:10-cv-07497-VM Document 40 Filed 02/04/11 Page 1 of 86 UNITED STATES DISTRICT COURT SOUTIIERN DISTRICT OF NEW YORK ~·------- - -- - -- - -- --- - - -------- -- - - -----------------x DODONA I, LLC, on Behalf of Itself and All Others Similarly Situated, Plaintiff, v. 10 Civ. 7497 (VM) GOLDMAN, SACHS & CO., THE GOLDMAN SACHS GROUP, INC., HUDSON MEZZANINE FUNDING 2006- I, LTD., HUDSON MEZZANINE JURY TRIAL DEMANDED FUNDING 2006-1, CORP., HUDSON MEZZANINE FUNDING 2006-2, LTD. HUDSON MEZZANINE FUNDING 2006- 2, CORP., PETER L. OSTREM and DARRYL K. HERRICK, Defendants . -----------------------------------------------------x AMENDED CLASS ACTION COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS AND NEW YORK COMMON LAW .oj" u - I \' __ '.~ ..,'~ Case 1:10-cv-07497-VM Document 40 Filed 02/04/11 Page 2 of 86 “The doctrine of bespeaks caution provides no protection to someone who warns his hiking companion to walk slowly because there might be a ditch ahead when he knows with near certainty that the Grand Canyon lies one foot away.”1 Court appointed lead plaintiff Dodona I, LLC (“Dodona” or “Plaintiff”), on behalf of itself and two proposed classes of similarly situated investors, alleges the following for its amended complaint against the defendants. NATURE OF THE ACTION 1. This is a securities class action on behalf of investors in two offerings of collateralized debt obligations (“CDOs”) led by The Goldman Sachs Group, Inc. (“Goldman”). The first CDO comprised a $837 million offering of securities co-issued by Hudson Mezzanine Funding 2006-1, Ltd. (“Hudson 1 Ltd.”) and Hudson Mezzanine Funding 2006-1, Corp. (“Hudson 1 Corp.”) as to all tranches except the Class E and Income Note tranches, the latter two of which were issued solely by Hudson 1 Ltd., as well as a senior swap transaction with an initial notional amount of $1.2 billion (the “Hudson 1 CDO”).
[Show full text]
Printmgr File
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).
[Show full text]
Printmgr File
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 28, 2008 Commission File Number: 001-14965 The Goldman Sachs Group, Inc. (Exact name of registrant as specified in its charter) Delaware 13-4019460 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 85 Broad Street New York, N.Y. 10004 (Address of principal executive offices) (Zip Code) (212) 902-1000 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of each exchange on which registered: Common stock, par value $.01 per share, and attached Shareholder Protection Rights New York Stock Exchange Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate New York Stock Exchange Non-Cumulative Preferred Stock, Series A Depositary Shares, Each Representing 1/1,000th Interest in a Share of 6.20% Non-Cumulative New York Stock Exchange Preferred Stock, Series B Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate New York Stock Exchange Non-Cumulative Preferred Stock, Series C Depositary Shares, Each Representing 1/1,000th Interest in a Share of Floating Rate New York Stock Exchange Non-Cumulative Preferred Stock, Series D 5.793% Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Capital Securities of New York Stock Exchange Goldman
[Show full text]
Fellow Shareholders
Fellow Shareholders: When we wrote to you last, the global economy was experiencing macroeconomic strains, punctuated by concerns over potential sovereign defaults in Europe and struggling labor and housing markets in the U.S. These concerns weighed on markets and hindered a broad-based recovery. While 2012 presented its own challenges amidst rapidly shifting investor sentiment, we are pleased to report that Goldman Sachs performed relatively well, posting solid results. This performance was the result of a competitive position defined by our deep and global client franchise, a mix of core businesses to which we have demonstrated a longstanding commitment, a healthy and strong balance sheet and the focus and enduring commitment of our people to our client-centered culture. For 2012, the firm produced net revenues of $34.2 billion, The Operating Environment in 2012 a 19 percent increase from $28.8 billion in the prior year. While the sovereign debt crisis in Europe and a weak Net earnings of $7.5 billion increased by 68 percent from recovery in the U.S. continued to persist throughout much of $4.4 billion in 2011. Diluted earnings per common share 2012, the deep uncertainty that permeated the recent past were $14.13, up more than three times from $4.51 in 2011. began to show signs of abating in the second half of the year. Our return on average common shareholders’ equity was Despite ongoing political ambiguity both in the U.S. and 10.7 percent. Book value per common share increased by Europe, generally improving economic data coupled with 11 percent during 2012, and has grown from $20.94 at the continued strong central bank actions helped stabilize end of our first year as a public company in 1999 to $144.67, corporate and investor sentiment.
[Show full text]
Successful Businesses. Stronger Economies
Successful businesses. Stronger economies. Expanded opportunities. Sustainable communities. What will it take to succeed? A commitment to apply what we do best — not just today, but every day, everywhere we do business. Goldman Sachs 2011 Environmental, Social and Governance Report Table of Contents Letter to Shareholders 2 In this report we relied on the Global Reporting Our Firm 3 Initiative’s G3 Guidelines to identify the key 2011: Highlights at a Glance 4 issues we covered. More information about the Global Reporting Initiative is available on Environmental 6 its website at www.globalreporting.org. Governance 16 Social 26 This report covers January 1, 2011 through December 31, 2011 unless otherwise noted. Metrics 36 More detailed and up-to-date information Awards and Rankings 38 related to this report is available on our website Contact Information 40 at www.goldmansachs.com/esgreport. At Goldman Sachs, we are actively engaged in addressing environmental, social and governance issues every day, throughout our businesses. Sound governance and a responsible approach to social and environmental risks begin with our people. Our commitment to these values extends to the communities where we live and work. We strive to amplify our effectiveness by leveraging our core capabilities and through close collaboration with our stakeholders around the world, including shareholders, clients, employees, regulators and the broader public. Fellow Shareholders We are pleased to present our annual As a responsible employer of choice, we people to act and make decisions with a greater Environmental, Social and Governance Report, promote a highly diverse workforce and and broader degree of accountability in all that an overview of the many ways in which Goldman encourage our people to give back to society they do, and to serve as our ambassadors of this Sachs impacts our clients, investors and the through intellectual capital, volunteer work commitment.
[Show full text]
What Happened to Goldman Sachs: an Insider’S Story of Organizational Drift and Its
What Happened to Goldman Sachs: An Insider’s Story of Organizational Drift and its Unintended Consequences Steven G. Mandis Submitted in partial fulfillment of the requirements for the degree of Doctor of Philosophy in the Graduate School of Arts and Science COLUMBIA UNIVERSITY 2014 ©2013 Steven G. Mandis All Rights Reserved Abstract What Happened to Goldman Sachs: An Insider’s Story of Organizational Drift and its Unintended Consequences Steven G. Mandis This is the story of the slow evolution of Goldman Sachs – addressing why and how the firm changed from an ethical standard to a legal one as it grew to be a leading global corporation. In What Happened to Goldman Sachs, Steven G. Mandis uncovers the forces behind what he calls Goldman’s “organizational drift.” Drawing from his firsthand experience; sociological research; analysis of SEC, congressional, and other filings; and a wide array of interviews with former clients, detractors, and current and former partners, Mandis uncovers the pressures that forced Goldman to slowly drift away form the very principles on which its reputation was built. Mandis evaluates what made Goldman Sachs so successful in the first place, how it responded to pressures to grow, why it moved away from the values and partnership culture that sustained it for so many years, what forces accelerated this drift, and why insiders can’t – or won’t – recognize this crucial change. Combining insightful analysis with engaging storytelling, Mandis has written an insider’s history that offers invaluable perspectives to business leaders interested in understanding and managing organizational drift in their own firms.
[Show full text]
Proxy Statement for 2015 Annual Meeting of Shareholders
The Goldman Sachs Group, Inc. Proxy Statement 2015 Annual Meeting of Shareholders The Goldman Sachs Group, Inc. Notice of 2015 Annual Meeting of Shareholders Time and Date 8:30 a.m., local time, on Thursday, May 21, 2015 Place Goldman Sachs offices located at 555 California Street, San Francisco, California 94104 Items of Business ▪ Election to our Board of Directors of the 13 director nominees named in the attached Proxy Statement for a one-year term ▪ An advisory vote to approve executive compensation (say on pay) ▪ Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) ▪ Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2015 ▪ Consideration of shareholder proposals, if properly presented by the relevant shareholder proponents ▪ Transaction of such other business as may properly come before our 2015 Annual Meeting of Shareholders Record Date The record date for the determination of the shareholders entitled to vote at our 2015 Annual Meeting of Shareholders, or any adjournments or postponements thereof, was the close of business on March 23, 2015. Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on May 21, 2015. Our Proxy Statement, 2014 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 10, 2015 Your vote is important to us. Please exercise your shareholder right to vote. By April 10, 2015, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice).
[Show full text]
The Investment Bank Job
Institutions in Crisis THE INVESTMENT BANK JOB The U.S. Securities and Exchange Commission v. Goldman Sachs Andrew Schrieber On April 16, 2010, the Securities and Exchange Commission (SEC) charged Goldman Sachs and Vice Presi- dent Fabrice Tourre with defrauding investment client ACA Management LLC (ACA) through the prepa- ration and marketing of a financial product linked to subprime, or second-rate, mortgages. This financial instrument, entitled Abacus 2007-AC1 (Abacus), had been created specifically for an institutional client, John Paulson, the manager of the hedge fund Paulson & Company. When Goldman traders met with ACA they presented an array of possible mortgage investments from which ACA could select. As was made apparent in the subsequent S.E.C investigation, however, during its interactions with ACA, Goldman delib- erately misled the company to believe that Paulson & Company was also investing in Abacus. In actuality, Paulson & Company was making the opposite investment wager, with the expectation that Abacus would lose money. Paulson’s firm, with Goldman’s assistance, was betting that the housing market would collapse. Coming on the heels of the financial crisis, this behavior epitomized to many the erosion of integ- rity within the financial industry that had occurred following the regulatory reforms in the 1980s and late 1990s. Observers point to a number of changes over those decades that contributed to a fundamental, and negative, shift in internal practices and organizational culture. These changes include a shift from the partnership model toward the publicly traded bank and a loosening of govern- mental regulatory reins. This case study examines the evolution of the modern financial industry and the organizational and structural shifts within Wall Street banks that led to the case against Goldman Sachs.
[Show full text]