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: Long Term Executive Carried Interest Incentive Program
The Carried Interest Program reduces the cash element of annual variable compensation in order to tie a portion of such compensation to the long-term performance of a strategic growth area for the firm.
Initially adopted in January 2025, the independent directors of the Board, as recommended by our independent Compensation Committee, again allocated carry points pursuant to our Carried Interest Program to each of our NEOs as well as certain of our other senior leaders in connection with 2025 compensation.
These carry points were allocated in StoneBridge 2025 Access Fund, L.P., a multi-asset access fund with a carried interest pool that includes various Goldman Sachs Asset Management alternatives funds launched in 2025 across multiple investing strategies.
| Key Features | |
|---|---|
| Designed to enhance the firm’s ability to attract and retain talent, taking into account unique competitive threats for talent that Goldman Sachs faces, including from alternative asset managers and others beyond the traditional banking sector | |
| Fosters additional alignment to strategic growth area | Differentiated positioning among our banking peers to be able to provide the Carried Interest Program |
| Portion of annual variable compensation paid in the form of PSUs, which are tied to ongoing firmwide performance metrics, remains unchanged | Value of carried interest distributions (if any) is at risk for the life of the fund; recipients will not realize distributions unless specified performance returns are achieved |
| Underlying fund performance that generates carried interest for the Carried Interest Program also supports top line results for our shareholders | |
In our third-party alternatives business, Goldman Sachs generally receives incentive fees (such as carried interest) based on a percentage of a fund’s return or when the return exceeds a specified benchmark or other performance target after investors receive specified returns. Similar to how other companies in the alternative asset management industry compensate their employees, a portion of compensation for our employees who support this business is in the form of carried interest to directly tie their compensation to the performance of the funds they manage.
The Carried Interest Program expands upon this long-standing and well-established construct as an element of our annual executive compensation structure that directly ties a portion of annual compensation for our most senior leaders to a key growth strategy – growing the third-party alternatives business as part of our broader strategy to
Proxy Statement for the 2026 Annual Meeting of Shareholders | Goldman Sachs 49
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
ANNUAL VARIABLE COMPENSATION: long term executive carried interest incentive program
drive scale in our funds and further grow more durable, fee-based revenues – in a manner that is aligned to long-term shareholder interests.
The Carried Interest Program is designed to enhance the firm’s ability to attract and retain talent. In developing the program, the Compensation Committee and the Board considered the unique competitive threats for talent that Goldman Sachs faces, including from alternative asset managers and others beyond the traditional banking sector. It is critical for Goldman Sachs to remain competitive by ensuring that longer-term compensation opportunities remain aspirational for our senior talent in the context of an increasingly dynamic and multi-faceted competitive landscape. As a leading alternative asset manager,(a) Goldman Sachs has differentiated positioning among its banking peers to be able to provide senior leaders with the opportunity to earn carried interest under the Carried Interest Program, which spans multiple private investing strategies.
(a) For source and other information, please see Annex A: Calculation of Non-GAAP Measures and Other Information.
Additional Details on Carried Interest Program
In developing the Carried Interest Program, the Compensation Committee, with the advice of its internal and external advisors, including FW Cook, reviewed and considered a variety of potential structures for, and potential terms of, the program. In doing so, it weighed the benefits and considerations of using carry points as a compensatory tool and the mechanisms through which to do so (e.g., whether as part of or in addition to our annual compensation program, level of participation, impact on overall compensation mix and program terms, such as whether any cap on carried interest distributions would be appropriate, among other things) as well as the variety of perspectives that shareholders and other stakeholders may be expected to have with respect thereto. The Committee also reviewed information about our historical fund performance.
Shareholder feedback on the adoption of the Carried Interest Program was generally positive, with shareholders and other stakeholders supportive of our creative use of the compensation tools available to the Compensation Committee to develop this innovative program for our senior leaders.
| Annual Variable Compensation | ||
| Equity Deferral: Allocate to Equity-Based Compensation | Non-Equity Variable Compensation: Allocate to Other Elements of Compensation | |
| PSUs | CIP | Cash |
Carry points are awarded from multi-asset access funds created by the firm from time to time, subject to fundraising activity and carry availability.
∎Compensation will be converted into carry points based on a third-party valuation of the present value of the estimated future carried interest distributions from the underlying funds.
∎Carried Interest Program allocations did not exceed 8% of 2025 annual variable compensation for any NEO.
What is an Access Fund?
Access funds are created by the firm to facilitate employee participation in a basket of alternatives funds; allocation among the various underlying funds is pre-established under the terms of the access fund.
To be used as part of the Carried Interest Program, subject to applicable laws and regulations, the access fund carry pool will include any funds raised in that year that have a total projected carried interest pool greater than or equal
50 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
to $100 million at the time of fundraising and such other funds as Asset & Wealth Management may determine (no Carried Interest Program participant had a role in fund selection). Fund strategies launched by our alternatives business may vary from year to year and may include private equity, real estate, infrastructure, private credit and/orsecondaries, among other strategies.
| Key Terms of the Carried Interest Program | |
|---|---|
| Program Participation | Executive Officers (including each of our NEOs)The program may also be provided to certain other senior leaders as may be determined from time to time by the Compensation Committee. |
| Percentage of Annual Variable Compensation | For 2025, the Carried Interest Program will represent:∎ CEO: 25% of non-equity variable compensation (i.e., 7.5% of annual variable compensation)∎ COO, CFO: 20% of non-equity variable compensation (i.e., 8% of annual variable compensation)∎ Other NEOs: 10% of non-equity variable compensation (i.e., 4% of annual variable compensation)The percentage of annual variable compensation allocated to the CIP will be reduced, including to zero, for each participant in a year where insufficient carry points are available.In addition, when making compensation determinations for a given year, the Compensation Committee may determine to adjust for such year the percentage of annual variable compensation to be allocated to the Carried Interest Program as it deems necessary, desirable or appropriate. |
| ConversionMechanism | Allocation of carry points is based on a third-party valuation of the present value of the estimated future carried interest distributions from the underlying funds. A valuation will be conducted for each applicable access fund that will be part of the Carried Interest Program. |
| Distributions | Distributions will be paid in cash based on the performance of the assets within the funds and the performance requirements (e.g., preferred returns) and other provisions set forth in the Amended and Restated Agreement of Limited Partnership (together with the subscription agreement or other related materials, the partnership agreement) and underlying fund documentation. Distributions will be paid in proportion to the percentage of overall carry points held by a participant.If and when such distributions are made, any amounts paid to NEOs will be disclosed in the Summary Compensation Table in the proxy statement for that year. |
| Vesting | Carry points vest ratably over three years, with certain exceptions as provided in the partnership agreement. Carried Interest Program participants who meet certain age and service requirements have no future service requirement, and carry points will continue to vest on the three-year ratable schedule following termination subject to compliance with restrictive covenants (i.e., no acceleration of vesting). All other terminations will result in forfeiture of unvested carry points and any related future distributions.Vesting is subject to compliance with agreements with the firm, including notice period, non-compete and non-solicit covenants. |
| Recapture Provisions | Carry points and any related distributions will be subject to forfeiture and clawback provisions, including recapture for events constituting Cause, failure to perform obligations under any agreement with Goldman Sachs and participating in (or otherwise overseeing or being responsible for, depending on the circumstances, another individual’s participation in) materially improper risk analysis or failing to sufficiently raise concerns about risks (see —Other Compensation Policies and Practices).Distributions may also be subject to repayment pursuant to the additional terms and conditions set forth in the partnership agreement. |
| Other Key Terms | No distributions (other than tax distributions) will be paid to participants for a year in which the firm’s ROE is less than 5% or its CET1 ratio falls below regulatory minimums; in those circumstances, distributions will be deferred until ROE and capital requirements are met. |
Carried Interest Program participants are also expected to make a minimum limited partner commitment ($1 million for the CEO, COO and CFO; $50,000 for other participants) in each applicable access fund in years in which the Carried Interest Program is included as part of their annual incentive compensation; no additional carry points will be awarded in respect of this commitment.
Carried Interest Program participants may, and often do, make voluntary personal investments in our private investment funds. Following the adoption of the Carried Interest Program, Carried Interest Program participants are no longer eligible to receive a carried interest allocation in connection with any new, voluntary personal investments in our funds. See also Certain Relationships and Transactions.
Proxy Statement for the 2026 Annual Meeting of Shareholders | Goldman Sachs 51
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
EQUITY-BASED LONG-TERM INCENTIVE: RETENTION RSUS
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