GOLDMAN SACHS GROUP INC: Change of Directors or Principal Officers (form 8-K)

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Item 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

(e) On 21 October 2021, on the recommendation of its remuneration committee, the board of directors (the board) of The Goldman Sachs, Inc.
(Goldman Sachs or the Holder) granted 73,264 performance-based restricted share units (each, one PSU) to the President and CEO David M. Solomon ($ 17.0 million grant date fair value (1)) and 48,843 RSUs to the President and Chief Operating Officer John E. Waldron ($ 11.4 million fair value at the grant date (1)) (together, the Shareholder Value Creation Award).

The Shareholder Value Creation Award is a share-based award that is subject to both time-based performance and vesting conditions and is designed to directly link long-term compensation outcomes to value creation for shareholders in a balanced way that does not encourage reckless risk-taking. By awarding the Shareholder Value Creation Award, the Board of Directors intended to achieve three key objectives: (1) ensure leadership continuity over the next 5+ years in the next phase of the growth strategy of Goldman Sachs; (2) align compensation with rigorous performance thresholds that promote the creation of long-term shareholder value; and (3) improve retention in response to the growing war for talent in today’s environment. The price of creating value for the shareholders is not part of the regular annual compensation of MM. Solomon or Waldron and will not be awarded on a recurring basis.

The performance-based vesting of the Shareholder Value Creation Award is based 50% on absolute Total Shareholder Return (TSR) targets and 50% on relative TSR targets, all of which have been pre-established by the board. administration. The overall Shareholder Value Creation Reward payout percentage will be equal to the sum of the target percentage earned under each of the cumulative absolute TSR goals and the relative TSR goals. Amounts earned are determined by linear interpolation if the results fall between TSR goals (both absolute and relative). The vesting will be determined over a five-year performance period starting on the grant date, based on the following objectives:



Cumulative Absolute
    TSR Goals*         % of Target Earned    Relative TSR Goals    % of Target Earned
       ³75%                   75%             ³80th Percentile            75%
        60%                   50%             65th Percentile             50%
        47%                   25%             40th Percentile             25%
       <47%                    0%             <40th Percentile             0%

* The share price and dividends would be ~ $ 602 at 47%, ~ $ 655 at 60%, and
~ $ 717 at 75%, assuming in each case a $ 2 quarterly dividend.

The number of initial RSUs awarded to each of MM. Solomon and Waldron was determined based on a share price of $ 409.48 (the five-day average closing price of October 15, 2021 through 21 October 2021), whose share price will also be used to calculate the achievement of TSR’s absolute targets. The peer group for the relative TSR is Bank of America Corporation, Citigroup Inc., JPMorgan Chase & Co., Morgan Stanley, The Bank of New York Mellon Corporation and Wells Fargo & Company.

The acquisition is also subject to continuous service with Goldman Sachs until the end of the five-year performance period, with limited exceptions provided for in the applicable grant agreement and the Goldman Sachs Amended and Restated Stock Incentive. Plan (2021) (the SIP), such as death and disability. All amounts earned under the Shareholder Value Creation Award are settled in Goldman Sachs common stock which will be delivered at the end of the performance period on or around the fifth anniversary of the award date. . These shares will be subject to transfer restrictions for an additional year after delivery, and will also be subject to confiscation and recovery provisions, including recovery for events constituting a “Cause”, failure to comply with obligations arising from of any agreement with Goldman Sachs and participation in (or otherwise supervise or be responsible, as the circumstances require, for the participation of another individual) a materially inappropriate risk analysis or not sufficiently raising concerns about the risks during the period performance.

This summary of the Shareholder Value Creation Award is qualified in its entirety by reference to the applicable award agreement (a form of which is attached as an attachment to the Holder’s most recent annual report on form 10 -K) and to the SIP (which is appended to the proxy statement for the last annual meeting of shareholders of the holder).

(1) The fair value at the grant date reflects a discount linked to the probability of

meet the grant objectives and transfer restrictions on ordinary shares

underlying these PSUs.

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