GOLDMAN SACHS GROUP INC
For the period ended Apr 29, 2026. Filed Mar 20, 2026.
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Apr 29, 2026 · Filed Mar 20, 2026
Contents
Annual Variable Compensation: Equity-Based - PSUs
We believe it is important to pay a significant portion of our annual variable compensation in equity-based awards. To this end, for 2025 annual compensation, 70% of Mr. Solomon’s and 60% of all other NEOs’ variable compensation was paid in PSUs.
Our equity-based variable compensation is subject to various robust risk-balancing features, as described more fully in —Other Compensation Policies and Practices. Treatment upon a termination of employment or Change in Control is described more fully in —Executive Compensation—Potential Payments upon Termination or Change in Control.
| Key Terms of the Year-End PSUs | ||||||
|---|---|---|---|---|---|---|
| ∎ PSUs provide recipients with annual variable compensation that has a metrics-based outcome. The ultimate value paid to the NEO is subject to firm performance both through stock price and a metrics-based structure. ROE is used because it is a risk-based metric that is an important indicator of firmwide operating performance and is viewed by many stakeholders as a key performance metric. ∎ PSUs will be paid at 0-150% of the initial award based on our average ROE over 2026-2028, using absolute and relative metrics as described in the below table. | ||||||
| 3-Year AverageAbsolute ROE · % Earned · 3-Year AverageRelative ROE · % Earned(a) | ||||||
| <5% | 0% | <25th percentile | 25% | |||
| 5% to <16% | Based on relative ROE;see scale at right | 25th percentile | 50% | |||
| 60th percentile | 100% | |||||
| ≥16% | 150% | ≥75th percentile | 150% | |||
| (a) Percentage earned is scaled if performance is between specified thresholds; payout is automatically capped at 100% if 3-year average GS ROE is between 5% and 6%. | ||||||
| ∎ PSU performance thresholds for PSUs granted in January 2026 (for 2025 year-end compensation) were unchanged year over year. Our Compensation Committee continues to believe these thresholds remain appropriate to incentivize senior management to achieve our strategic goals and enhance long-term shareholder value. PSU design, including performance thresholds, will continue to be reviewed annually in connection with annual compensation decisions. ∎ PSUs granted in January 2026 will settle in 2029 (when final information regarding applicable Peer performance is available). For the CEO, COO and CFO, PSUs will settle 50% in cash based on the average closing price of our Common Stock over a ten-trading-day period and 50% in Shares at Risk. For our other NEOs, PSUs will settle 100% in shares of Common Stock, substantially in the form of Shares at Risk. | ||||||
∎ For purposes of the relative ROE metric, for PSUs granted in January 2026, our relative performance will be assessed against our U.S. and European Peers. Our Compensation Committee believes that these Peers appropriately and comprehensively reflect those firms that have a major presence across our collection of scaled businesses and that have regulatory requirements (such as with respect to capital) similar to ours.
∎ Average ROE is the average of the annual ROE for each year during the performance period.
» Annual ROE for the firm is calculated as annualized net earnings applicable to common shareholders divided by average common shareholders’ equity, as publicly reported by Goldman Sachs in its annual report, rounded to one decimal place.
» For purposes of determining ROE of our Peers with respect to the PSUs’ relative metrics, annual ROE is as reported in the Peer company’s publicly disclosed annual report, rounded to one decimal place.
∎ In certain circumstances (e.g., a merger, change in corporate structure or other similar corporate transaction) that result in a substantial change in a Peer company’s business or revenue mix, the Committee shall adjust the Peer group and/or make such other equitable adjustments as the Committee deems appropriate. Certain adjustments (e.g., to a Peer company’s ROE for purposes of the relative ROE calculation) will be based on publicly disclosed financial information.
48 Goldman Sachs | Proxy Statement for the 2026 Annual Meeting of Shareholders
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
ANNUAL VARIABLE COMPENSATION: long term executive carried interest incentive program
» Following UBS Group AG’s acquisition of Credit Suisse in 2023, pursuant to the terms of the awards, the Compensation Committee approved an equitable adjustment based on publicly disclosed financial information to UBS’s 2023 ROE included in the calculation of relative ROE in the 2021 Year-End and 2022 Year-End PSUs to reflect the extraordinary nature of this transaction and maintain the intended economics of the awards.
∎ Each PSU granted to our NEOs includes a cumulative dividend equivalent right payable only if and when that PSU is earned.
∎ PSUs granted to our NEOs who meet certain age and service requirements on the grant date have no additional service-based vesting requirement; however, all PSUs are subject to various robust risk-balancing features, as described in—Other Compensation Policies and Practices below.
∎ For information on the vesting following the end of the performance period of our NEOs' 2021 Year-End PSUs, see—Executive Compensation—2025 Stock Vested.
» Information on the vesting following the end of the performance period for our NEOs' 2022 Year-End PSUs will be available in Spring 2026 once final information regarding 2023-2025 Peer performance is available.
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