Goldman Sachs

(e) At the Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. held on April 29, 2021 (the “Annual Meeting”), our shareholders approved The Goldman Sachs Amended and Restated Stock Incentive Plan (2021) (the “2021 SIP”). The 2021 SIP replaces the Amended and Restated Stock Incentive Plan previously in effect, and applies to awards granted on or after April 29, 2021. The terms of the 2021 SIP are unchanged from those previously approved by shareholders, other than: (1) an extension of the term of our equity plan through our 2025 annual meeting of shareholders (i.e., an additional three years); (2) an increase of 20 million in the number of shares authorized for issuance under the equity plan; and (3) inclusion of a fixed amount of annual compensation for each non-employee director.

(b) Effective as of March 15, 2021, Karen P. Seymour will retire as Executive Vice President and General Counsel of The Goldman Sachs Group, Inc. (the Registrant), and will retire from the Registrant as of March 31, 2021.

(b) Effective as of November 4, 2019, Brian J. Lee, the Controller and Principal Accounting Officer of The Goldman Sachs Group, Inc. (the Registrant) since March 2017, will become the Chief Risk Officer of the Registrant. (c) Effective as of November 4, 2019, Sheara J. Fredman, 44, will become the Controller and Chief Accounting Officer (the Principal Accounting Officer) of the Registrant. Ms. Fredman will receive an annual salary of $950,000 and will be eligible for annual variable compensation. Previously, Ms. Fredman served as Head of Regulatory Controllers since 2017 and, prior to that, held various other management roles within the Controllers department. Ms. Fredman joined the firm in 2002 in the Controllers department, became a managing director in 2008 and became a partner in 2012.

(b) R. Martin Chavez, currently Co-Head of the Securities Division, has determined to retire from The Goldman Sachs Group, Inc. (the Registrant), effective December 31, 2019. Prior to assuming his current role in November 2018, he served as Executive Vice President and Chief Financial Officer of the Registrant since May 2017, and was a named executive officer in the Registrant’s most recent proxy statement. He will continue to be affiliated with the Registrant as a senior director.

(b) William W. George, a Director and the Chair of the Public Responsibilities Committee (“PRC”) of the Board of Directors (the “Board”) of The Goldman Sachs Group, Inc. (the “Company”), and James A. Johnson, a Director, each tendered their proposed retirement to retire from the Board on May 1, 2019, the day before the Company’s 2019 Annual Meeting of Shareholders, as required by the age-based retirement policy in the Company’s Corporate Governance Guidelines. The retirement of each of Messrs. George and Johnson was accepted by the Board on March 1, 2019.

(e) On December 19, 2018, the Board of Directors (Board) of The Goldman Sachs Group, Inc. (the Registrant or Goldman Sachs) approved a letter agreement between Goldman Sachs and Lloyd C. Blankfein, in connection with Mr. Blankfein’s previously announced retirement and transition to Senior Chairman (the Agreement). The Agreement provides that Mr. Blankfein will become Senior Chairman of Goldman Sachs as of January 1, 2019. In this capacity, he will serve as a resource for both the Board and the firm’s management, which may include providing advice, client outreach, performing speaking engagements on behalf of Goldman Sachs, office visits and other mutually agreed activities as appropriate. Under the Agreement, while Mr. Blankfein serves as Senior Chairman, he will continue to receive benefits generally provided to the Registrant’s Participating Managing Directors. Mr.

(d) On December 19, 2018, The Goldman Sachs Group, Inc. (the Registrant) appointed Vice Admiral Jan E. Tighe (U.S. Navy, retired) as an independent member of the Registrant’s Board of Directors, effective December 19, 2018. She has also been appointed to each of the Registrant’s Corporate Governance and Nominating, Risk and Audit Committees. With the appointment of Vice Admiral Tighe, the Registrant’s Board consists of 14 directors. A copy of the Registrant’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

(b), (c) On September 13, 2018, the Board of Directors of The Goldman Sachs Group, Inc. (the Registrant or Goldman Sachs) determined to make the following appointments: John E. Waldron, 49, has been appointed President and Chief Operating Officer of the Registrant, effective October 1, 2018. As President and Chief Operating Officer, Mr. Waldron will receive an annual salary of $1,850,000 and will be eligible for annual variable compensation. Mr. Waldron has been Co-Head of the Investment Banking Division (IBD) since 2014. He previously served as Global Head of Investment Banking Services/Client Coverage for IBD. Prior to that, while based in London, he was Global Co-Head of the Financial Sponsors Group from 2007 to 2009. Before that, he was Co-Head of Leveraged Finance from 2005 to 2007 and Co-Head of the Media and Entertainment Group in IBD from 2002 to 2005.

(b) Lloyd C. Blankfein, currently Chairman and Chief Executive Officer of The Goldman Sachs Group, Inc. (the Registrant or Goldman Sachs), will retire as Chief Executive Officer effective September 30, 2018. He will remain employed as Chairman of the Goldman Sachs Board of Directors (the Board) until December 31, 2018. Mr. Blankfein will accept the title of Senior Chairman after his retirement from the Registrant and the Board. (c), (d) In light of Mr. Blankfein’s retirement as described above, the Board has appointed David M. Solomon, 56, as Chief Executive Officer of the Registrant and a member of the Board, in each case effective October 1, 2018. Mr. Solomon will not be deemed independent and will not serve on any of the Board’s committees. The Board has also determined that Mr. Solomon will assume the role of Chairman of the Board effective January 1, 2019.

(d) On June 28, 2018, The Goldman Sachs Group, Inc. (the Registrant) appointed Drew G. Faust as an independent member of the Registrant’s Board of Directors, effective July 2, 2018. Dr. Faust has also been appointed to each of the Registrant’s Risk, Corporate Governance and Nominating, and Public Responsibilities Committees. With the appointment of Dr. Faust, the Registrant’s Board consists of twelve directors. A copy of the Registrant’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

(b) Pablo J. Salame, currently a Vice Chairman of The Goldman Sachs Group, Inc. (the Registrant), has determined to retire, effective June 2018. He will continue to be affiliated with the Registrant as a senior director.

(e) At the Annual Meeting of Shareholders of The Goldman Sachs Group, Inc. held on May 2, 2018 (the “Annual Meeting”), our shareholders approved The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “2018 SIP”). The 2018 SIP replaces the Amended and Restated Stock Incentive Plan previously in effect, and applies to awards granted on or after May 2, 2018. The terms of the 2018 SIP are unchanged from those previously approved by shareholders, other than an extension of the term of our equity plan through our 2022 annual meeting of shareholders (i.e., an additional three years). For a description of the terms and conditions of the 2018 SIP, see “Summary of Material Terms of the 2018 SIP” under “Item 3.

(b) Harvey M. Schwartz, currently a President and Co-Chief Operating Officer of The Goldman Sachs Group, Inc. (the Registrant), has determined to retire, effective April 20, 2018. He will continue to be affiliated with the Registrant as a senior director. A copy of the Registrant’s press release relating to Mr. Schwartz’s retirement is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

(b) On March 11, 2017, Mark E. Tucker, a member of the Board of Directors of The Goldman Sachs Group, Inc. (the Registrant), informed the Board that he will not stand for re-election and will retire from the Board at the Registrant’s 2017 Annual Meeting.

(b) On March 1, 2017, Debora L. Spar, a member of the Board of Directors of The Goldman Sachs Group, Inc. (the Registrant), informed the Board that she will not stand for re-election and will retire from the Board at the Registrant’s 2017 Annual Meeting.

(e) On January 22, 2017, Gary D. Cohn, former President and Chief Operating Officer of The Goldman Sachs Group, Inc. (the Registrant 1 ), received guidance from the White House Office of General Counsel, in coordination with the U.S. Office of Government Ethics (Ethics Guidance), in connection with his appointment as Director of the National Economic Council (NEC). The Ethics Guidance addressed certain actions that needed to be taken for Mr. Cohn to sever his financial interests relating to Goldman Sachs, consistent with the requirements of applicable U.S. federal ethics laws and in order for Mr. Cohn to fulfill the full range of his duties as Director of the NEC. The Compensation Committee of the Board of Directors of the Registrant (the Compensation Committee) discussed the matters described below at its December 2016 and January 2017 meetings.

(b) Effective as of March 1, 2017, Sarah E. Smith, the current Controller and Chief Accounting Officer of The Goldman Sachs Group, Inc. (the Registrant), a role she has held since 2002, will become Executive Vice President and Global Head of Compliance of the Registrant. Alan M. Cohen, currently Executive Vice President and Global Head of Compliance of the Registrant, will step down from that position at that time and will serve as an advisor to the Executive Office of the Registrant. (c) Effective as of March 1, 2017, Brian J. Lee, 50, will become the Controller and Chief Accounting Officer of the Registrant. As Controller and Chief Accounting Officer, Mr. Lee will receive an annual salary of $950,000 and will be eligible for annual variable compensation. Previously, Mr. Lee served as deputy controller since 2014. Prior to that Mr.

(d) On December 21, 2016, The Goldman Sachs Group, Inc. (the Registrant) appointed Ellen J. Kullman as an independent member of the Registrant’s Board of Directors, effective December 21, 2016. Ms. Kullman has also been appointed to each of the Registrant’s Compensation, Corporate Governance and Nominating, and Risk Committees. With the appointment of Ms. Kullman, the Registrant’s Board consists of fourteen directors. A copy of the Registrant’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

(b) Gary D. Cohn, currently a Director and the President and Chief Operating Officer of The Goldman Sachs Group, Inc. (the Registrant or Goldman Sachs), has determined to resign from each of these positions, effective December 31, 2016, in light of President-Elect Trump’s announcement appointing Mr. Cohn as Assistant to the President for Economic Policy and Director of the National Economic Council, which position Mr. Cohn has decided to accept. Mr. Cohn will continue to be affiliated with the Registrant as a senior director until joining the Trump Administration. (c) In light of Mr. Cohn’s resignation as described above, the Board of Directors of the Registrant determined to make the following appointments: David M. Solomon, 54, has been appointed President and Co-Chief Operating Officer of the Registrant, effective January 1, 2017. As President and Co-Chief Operating Officer, Mr.

(b) Michael Sherwood, currently a Vice Chairman of The Goldman Sachs Group, Inc. (the Registrant), and co-Chief Executive Officer of Goldman Sachs International, has determined to retire, effective December 31, 2016. He will continue to be affiliated with the Registrant as a senior director.

(b) Mark Schwartz, currently a Vice Chairman of The Goldman Sachs Group, Inc. (the Registrant) and Chairman of Goldman Sachs Asia Pacific, has determined to retire, effective December 31, 2016. He will continue to be affiliated with the Registrant as a senior director.