Item 8.01 Other Events.

2021 Annual Compensation for David Solomon

The Goldman Sachs Group, Inc. (the "Registrant," the "firm" or "we") today announced that the Board of Directors ("Board"), upon the recommendation of the Compensation Committee, has determined the 2021 total annual compensation for David M. Solomon, our Chairman and Chief Executive Officer.

Mr. Solomon's total annual compensation for 2021 is $35 million (which consists of an annual base salary of $2 million unchanged from 2020, as well as annual variable compensation, described below). This compares to total annual compensation for 2020 of $27.5 million (before the $10 million reduction determined by the Board related to the settlement of matters relating to 1Malaysia Development Berhad).

Mr. Solomon's 2021 annual variable compensation is $33 million, 70% of which (i.e., $23.1 million) is in the form of performance-based restricted stock units ("PSUs"), with the remainder to be paid in the form of cash. PSUs tie 100% of Mr. Solomon's annual equity-based compensation to ongoing performance metrics.

The Compensation Committee was guided in its determination of 2021 compensation by, among other things, the firm's Performance Assessment Framework, which is comprised of identified financial performance metrics as well as non-financial factors (i.e., client orientation; risk management; and people strategy scorecard). To this end, in making 2021 compensation decisions, the Compensation Committee considered these factors as well as, among other things, the firm's performance and continued strong progress on its growth strategy, as well as Mr. Solomon's outstanding individual performance, including his leadership in guiding the firm to achieve these results.

For the year ended December 31, 2021, the Registrant reported record net revenues of $59.34 billion, record net earnings of $21.64 billion, record diluted earnings per common share of $59.45 and return on average common shareholders' equity of 23.0% (the firm's highest since 2007). For 2021, the firm also delivered book value per share growth of 20.4% and total shareholder return ("TSR") of 47.5%.

Shareholder Value Creation Awards

We also announced today that the Board, upon the recommendation of the Compensation Committee, determined to grant Shareholder Value Creation Awards, in the same form as was granted to Mr. Solomon and John E. Waldron (President and Chief Operating Officer) in October 2021, more broadly across the members of our Management Committee, including to revenue division heads and leaders of our control, finance and operating divisions.

These awards broaden the scope of the three key objectives of the Shareholder Value Creation Awards: (1) align compensation with rigorous performance thresholds that drive long-term shareholder value creation; (2) ensure leadership continuity over the next 5+ years in the next phase of Goldman Sachs' growth strategy; and (3) enhance retention in response to the increasing competition for talent in the current environment.

In granting these Shareholder Value Creation Awards, the Board sought to be responsive to shareholder feedback regarding the importance of addressing these three objectives across the firm's senior leadership team. The Board believes providing Shareholder Value Creation Awards with the same terms as those granted to Messrs. Solomon and Waldron to Management Committee members, including our Executive Officers, will further enhance collaboration and teamwork by aligning the incentive structure across the firm's most senior leaders.

In addition, in support of these goals and in order to further tie annual compensation to ongoing performance metrics, our Compensation Committee determined that 2021 year-end equity-based compensation for all of the members of our Management Committee, including our Executive Officers, should be 100% in PSUs (consistent with the existing pay mix for Messrs. Solomon and Waldron).

--------------------------------------------------------------------------------

Similar to the Shareholder Value Creation Awards granted to Messrs. Solomon and Waldron in October 2021 (and described on a Form 8-K filed by the Registrant on October 22, 2021), the Management Committee Shareholder Value Creation Awards are not part of 2021 annual compensation and will not be awarded on a regularly recurring basis. These awards are based on the same conversion price, are subject to the same performance and time-based vesting conditions (including the rigorous pre-established absolute TSR goals and relative TSR goals), and, except for limited circumstances to comply with certain non-US regulatory requirements, otherwise have terms that are identical to those of the Shareholder Value Creation Awards granted to Messrs. Solomon and Waldron, including transfer restrictions, forfeiture and clawback provisions, as described in the Registrant's October 22, 2021 Form 8-K.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses