DEF 14A of Lazard, Inc., Mar 21, 2024

DEF 14A of Lazard, Inc.

Filed Mar 21, 2024 · FY20230001140361-24-014617

Open on EDGAR

  1. Information About the Director Nominees and Continuing Directors

    Information About the Director Nominees and Continuing Directors

  2. Nominees for Election as Directors for Three-Year Terms Expiring in 2027

    Nominees for Election as Directors for Three-Year Terms Expiring in 2027

  3. Nominees for Election as Directors for Three-Year Terms Expiring in 2027

    | Ann-Kristin Achleitner Age: 58 years Independent Director Director since April 2021 Committees: • Audit • Nominating and Governance | Ann-Kristin Achleitner has spent over thirty years as an economist and educator. Dr. Achleitner is a Distinguished Affiliated Professor at the Technical University of Munich (TUM), where she held the Chair of Entrepreneurial Finance between 2001 and 2020. An accomplished academic with multiple honors and publications, Dr. Achleitner now acts primarily as a non-executive board director and venture investor. Dr. Achleitner currently sits on the Munich Re Supervisory Board and the Linde board of directors. Dr. Achleitner is also a member of multiple boards of nonpublic institutions and foundations such as the Institute for Advanced Studies (Princeton) and the German National Academy of Science and Engineering (acatech). Previously, Dr. Achleitner served as a member of the board of directors of Deutsche Börse from 2016 until 2019 and was a member of the board of directors of Engie from 2012 until 2019. Dr. Achleitner received her doctorates in business administration as well as law from the University of St. Gallen (HSG) in Switzerland. After a brief career as a management consultant with McKinsey, Dr. Achleitner held the Chair of Banking and Finance at the European Business School (EBS) in Oestrich-Winkel, Germany from 1995 to 2001. Dr. Achleitner has served on multiple commissions for the German, Bavarian and Swiss governments, as well as for the EU commission, various World Economic Forum groupings, and multiple award juries. Qualifications: Dr. Achleitner was selected to be a director of Lazard because of her broad and substantial experience across the financial industry, including as an internationally recognized leader in entrepreneurship finance, and the Board’s desire to add to its diversity of perspective, knowledge and geography. |

  4. Nominees for Election as Directors for Three-Year Terms Expiring in 2027

    | Andrew M. Alper Age: 66 years Independent Director Director since October 2012 Committees: • Audit • Compensation (Chair) | Andrew M. Alper serves as Chairman of Alper Investments, Inc. From October 2006 to January 2013, Mr. Alper served as the Chairman and Chief Executive Officer of EQA Partners, LP, a limited partnership engaged in a global macro strategy. From February 2002 to June 2006, Mr. Alper served as President of the New York City Economic Development Corporation and Chairman of the New York City Industrial Development Agency, appointed to both positions by Mayor Michael Bloomberg. Prior to that, Mr. Alper spent 21 years in the Investment Banking Division of Goldman, Sachs & Co., where he was Chief Operating Officer of the Investment Banking Division from 1997 to 2000. Mr. Alper was co-head of the Financial Institutions Group of the Investment Banking Division of Goldman, Sachs & Co. from 1994 to 1997. Mr. Alper is a member of the board of trustees of the University of Chicago and served as its Chairman from June 2009 until May 2015. Mr. Alper also serves as a trustee of the University of Chicago Medical Center and the Mount Sinai Medical Center in New York. Qualifications: Mr. Alper was selected to be a director of Lazard because of his extensive experience with the financial and operational aspects of businesses that are comparable to Lazard, as well as his background and experience in government service. |

  5. Nominees for Election as Directors for Three-Year Terms Expiring in 2027

    Nominees for Election as Directors for Three-Year Terms Expiring in 2027

  6. Nominees for Election as Directors for Three-Year Terms Expiring in 2027

    | Stephen R. Howe Jr. Age: 62 years Independent Director Director since February 2024 Committees: • Audit (Chair) • Workplace and Culture | Mr. Howe served as U.S. Chairman (2012-2018) and U.S. Managing Partner and Americas Area Managing Partner (2006-18) of Ernst & Young (“EY”) and was a member of EY’s Global Executive Board from 2006 until his retirement in 2018. In these roles, Mr. Howe directed strategy and operations for EY’s businesses of over 75,000 people, delivering professional services across all industry sectors. While leading EY, Mr. Howe also gained extensive board governance and regulatory experience and was executive sponsor for the firm’s focus on diversity and inclusiveness. He was with EY for over 35 years. Since 2019, Mr. Howe has been a member of the board of directors of Royal Caribbean Cruises Ltd, where he serves as chair of the nominating and corporate governance committee thereof. Mr. Howe is also a member of the Board of Trustees of Carnegie Hall, the Board of the Peterson Institute for International Economics and the Board of Trustees (Chairman) of the Liberty Science Center. Mr. Howe was previously a member of the boards of Colgate University, the Center for Audit Quality and the Financial Accounting Foundation. Qualifications: Mr. Howe was selected to be a director of Lazard because of his extensive audit and accounting background and his experience advising and participating in public company governance and reporting. |

  7. (Terms Expiring in 2025)

    (Terms Expiring in 2025)

  8. (Terms Expiring in 2025)

    | Jane L. Mendillo Age: 65 years Independent Director Director since April 2016 Committees: • Audit • Workplace and Culture | Jane L. Mendillo has spent over 30 years in the fields of endowment and investment management. As the CEO of the Harvard Management Company from 2008 to 2014, she managed Harvard University’s approximately $37 billion global endowment and related assets across a wide range of public and private markets. Ms. Mendillo was previously the Chief Investment Officer at Wellesley College for six years. Prior to that, she spent 15 years at the Harvard Management Company in various investment roles. Earlier in her career she was a management consultant at Bain & Co. and worked at the Yale Investment Office. Until June 2022, Ms. Mendillo was a member of the board of directors of General Motors. She currently serves on the board of directors and the Audit Committee of Generate Biomedicines. She also serves as Trustee to the Old Mountain Private Trust Company. She is a graduate of Yale College and the Yale School of Management. Qualifications: Ms. Mendillo was selected to be a director of Lazard because of her financial perspective, having successfully stewarded Harvard Management Company through the financial crisis, and her extensive experience in the field of asset management. |

  9. (Terms Expiring in 2025)

    | Richard D. Parsons Age: 76 years Lead Independent Director Director since June 2012 Committees: • Audit • Compensation • Nominating and Governance • Workplace and Culture | Richard D. Parsons is a co-founder and partner of Imagination Capital LLC, a venture capital firm launched in November 2017 and is Chairman of Equity Alliance LLC, a venture capital firm launched in 2021, and has been a senior advisor to Providence Equity Partners LLC since September 2009. Mr. Parsons is a member of the board of directors of The Estée Lauder Companies Inc., The Madison Square Garden Company and Group Nine Acquisition Corp. From September 2018 to October 2018, Mr. Parsons served as the interim Chairman of the board of directors of CBS Corporation. From May 2014 to September 2014, Mr. Parsons served as the interim Chief Executive Officer of the Los Angeles Clippers. Mr. Parsons previously served as Chairman of the board of directors of Citigroup Inc. from February 2009 through April 2012, and had served as a director of Citigroup Inc. since 1996. From May 2003 until his retirement in December 2008, Mr. Parsons served as Chairman of the board of directors of Time Warner Inc., and from May 2002 until December 2007, Mr. Parsons served as Chief Executive Officer of Time Warner Inc. Mr. Parsons was formerly Chairman and Chief Executive Officer of Dime Bancorp, Inc. Among his numerous community and nonprofit activities, Mr. Parsons is chairman emeritus of the Partnership for New York City and chairman of the Jazz Foundation of America. Mr. Parsons also serves on the boards of the Commission on Presidential Debates and the Apollo Theater Foundation. Qualifications: Mr. Parsons was selected to be a director of Lazard because of his extensive and diverse leadership experience in both financial services and non-financial services businesses. |

  10. (Terms Expiring in 2025)

    | Dan Schulman Age: 66 years Independent Director Director since February 2024 Committees: • Compensation • Nominating and Governance • Workplace and Culture | Mr. Schulman served as the President and Chief Executive Officer of PayPal Holdings, Inc. (“PayPal”) from July 2015 to September 2023 and as PayPal’s President and Chief Executive Officer-Designee from September 2014 to July 2015. He also has served on PayPal’s Board from July 2015 to December 2023. Prior to PayPal, Mr. Schulman served as Group President, Enterprise Group of American Express Company from August 2010 to August 2014. Mr. Schulman was President, Prepaid Group of Sprint Nextel Corporation from November 2009 to August 2010, and also served in other executive leadership positions at Virgin Mobile USA, Inc., Priceline Group, Inc., and AT&T, Inc.. Mr. Schulman currently serves on the boards of Cisco Systems, Inc., where he chairs the Compensation and Management Development Committee and serves on the Nomination and Governance Committee, and Verizon Communications Inc., where he chairs the Human Resources Committee. He is on the Business Roundtable Board and the board of The Economic Club of New York and is an International Advisory Council member of the Singapore Economic Development Board. He is a life member of the Council on Foreign Relations. Qualifications: Mr. Schulman was selected to be a director of Lazard because of his demonstrated track record of driving transformative growth and innovation at financial services companies. |

  11. (Terms Expiring in 2026)

    (Terms Expiring in 2026)

  12. (Terms Expiring in 2026)

    | Kenneth M. Jacobs Age: 65 years Executive Chairman since October 2023 | Kenneth M. Jacobs has served as Executive Chairman since October 2023 and had served as Chairman of the Board of Directors and Chief Executive Officer of Lazard from November 2009 to September 2023. Mr. Jacobs has served as a Managing Director of Lazard since 1991 and had been a Deputy Chairman of Lazard from January 2002 until November 2009. Mr. Jacobs also served as Chief Executive Officer of Lazard North America from January 2002 until November 2009. Mr. Jacobs initially joined Lazard in 1988. Mr. Jacobs is a member of the Board of Trustees of the University of Chicago and the Brookings Institution. He is also a Director of the Partnership for New York City, and a member of the Council on Foreign Relations. Mr. Jacobs earned an MBA from the Stanford University Graduate School of Business and a Bachelor’s Degree in Economics at the University of Chicago. Qualifications: Mr. Jacobs was selected to be the Executive Chairman of Lazard because of his deep insights into a wide array of businesses and his experience in complex board issues, and his long tenure at Lazard as a trusted advisor, collaborator and team leader. |

  13. (Terms Expiring in 2026)

    | Michelle Jarrard Age: 56 years Independent Director Director since January 2017 Committees: • Compensation • Workplace and Culture (Chair) | Michelle Jarrard is a former Senior Partner of McKinsey & Company, where she held multiple senior leadership roles during her 25-year career, including as Global Chief HR and Talent Officer from 2007 until her retirement in January 2016. She was a member of McKinsey’s Global Operating Committee, with responsibilities including: People Strategy; Talent Acquisition and Development; Learning; Partner Compensation & Evaluation; Diversity; HR Analytics, Policies & Risk; and Internal Communications. Ms. Jarrard serves as CEO of, and also serves on the board of directors of, BioCircuit Technologies, an early-stage medical device company in the field of neuromodulation and nerve repair. From January 2016 to August 2018, Ms. Jarrard was a Managing Director of the GRA Venture Fund, LLC, a private investment fund providing early-stage capital to Georgia-based technology companies. Ms. Jarrard is a director of Crawford & Company and a director of Inspire Brands. She earned her MBA from Harvard Business School and a Bachelor’s Degree in Industrial Engineering from the Georgia Institute of Technology. Qualifications: Ms. Jarrard was selected to be a director of Lazard because of her experience serving in senior leadership positions, including human capital development positions, within a major professional services firm. |

  14. (Terms Expiring in 2026)

    (Terms Expiring in 2026)

  15. (Terms Expiring in 2026)

    | Iris Knobloch Age: 61 years Independent Director Director since April 2018 Committees: • Compensation • Nominating and Governance (Chair) | Iris Knobloch is Chairwoman and President of the Cannes Film Festival. She is also the Chairman of the Board of Directors of Deezer, the Vice Chairman and Lead Independent Director of the board of directors of AccorHotels, a member of the board of directors of Vail Resorts, Inc., and a governor of the American Hospital in Paris. She was Chairwoman and CEO of I2PO, a Special Purpose Acquisition Company, which successfully listed the music streaming platform Deezer on the Paris Stock Exchange in 2022. Ms. Knobloch was a senior executive with WarnerMedia and its predecessor companies from 1996 to 2021, most recently as President of WarnerMedia in France, Germany, the Benelux, Austria and Switzerland. Before that, Ms. Knobloch was in charge of Time Warner’s International Relations and Strategic Policy for Europe. Previously, Ms. Knobloch was an attorney with Norr, Stiefenhofer & Lutz and with O’Melveny & Myers in Munich, New York and Los Angeles. Ms. Knobloch was a member of the board of directors of LVMH Moët Hennessy Louis Vuitton from April 2019 to July 2021 and a member of the board of directors of Central European Media Enterprises from April 2014 to June 2018. Ms. Knobloch received a J.D. degree from Ludwig-Maximilians-Universitaet and an L.L.M. degree from New York University. Qualifications: Ms. Knobloch was selected to be a director of Lazard because of her Continental European perspective from her leadership positions in multi-national businesses, and her experience in strategy, digital media, and emerging markets. |

  16. (Terms Expiring in 2026)

    | Peter R. Orszag Age: 55 years Chief Executive Officer and Director since October 2023 | Mr. Orszag became Chief Executive Officer of Lazard, Inc. and Lazard Group in October 2023. He previously served as Chief Executive Officer of Financial Advisory from June 2019 until September 2023. Prior to that he was Lazard’s Head of North American Mergers & Acquisitions since July 2018 and Global Co-Head of Healthcare since November 2016. Mr. Orszag joined Lazard in May 2016 as a Vice Chairman of Investment Banking from Citigroup, where he was Vice Chairman of Corporate and Investment Banking and Chairman of the Financial Strategy and Solutions Group from January 2011 to February 2016. Mr. Orszag served as the Director of the Office of Management and Budget in the Obama Administration from January 2009 to July 2010, and was the Director of the Congressional Budget Office from January 2007 to December 2008. Mr. Orszag is a member of the Board of Directors of the Peterson Institute for International Economics, the Mt. Sinai Medical Center and New Visions for Public Schools in New York, and is a member of the National Academy of Medicine. Qualifications: Mr. Orszag was selected as Chief Executive Officer and Director of Lazard based on his vision, intellect and dynamism, his deep experience in financial services and related fields, and his proven abilities in leading large organizations and in attracting and motivating top talent. |

  17. (Terms Expiring in 2026)

    Item 1: Election of Directors | Majority Vote Policy

  18. Director Compensation for 2023

    Director Compensation for 2023 Non-Employee Director Compensation. Directors who are officers of the Company do not receive any fees for their services as directors. In 2023, our directors’ compensation program provided that each of our non-employee directors would receive:

  19. Director Compensation for 2023

    | • | an annual cash retainer of $126,000; |

  20. Director Compensation for 2023

    | • | an annual award of deferred stock units (“DSUs”) with a grant date value of $154,000; and |

  21. Director Compensation for 2023

    | • | annual retainers, payable 45% in cash and 55% in DSUs, in the amounts of: |

  22. Director Compensation for 2023

    | ○ | $20,000 for the chair of each committee ($30,000 in the case of the Audit Committee); |

  23. Director Compensation for 2023

    | ○ | $50,000 for the Lead Independent Director; and |

  24. Director Compensation for 2023

    | ○ | $15,000 for non-chair members of each committee ($20,000 in the case of the Audit Committee). |

  25. Director Compensation for 2023

    Cash compensation is paid out on a quarterly basis (on the 15th of February, May, August and November, or, in each case, the first business day thereafter), and the DSU awards described above, the number of which is determined based on the NYSE closing price of our common stock on the trading day immediately preceding the date of grant, are granted on an annual basis on June 1st of each year, or the first business day thereafter, except for initial pro-rated grants made to new directors upon their election or appointment to the Board, and to continuing directors upon their appointment to new Board Committees or positions. Non-employee directors may elect to receive additional DSUs in lieu of some or all of their cash compensation pursuant to the Directors Fee Deferral Unit Plan. Such DSUs are granted on the same quarterly payment dates noted above, with the number of DSUs based on the NYSE closing price of our common stock on the trading day immediately preceding the date of grant. All DSUs awarded under these arrangements are converted to shares of our common stock on a one-for-one basis and distributed to a director only after he or she ceases to be a member of the Board of Directors. Dividend equivalent payments are made in respect of DSUs, which are paid in cash at the same rate and time that dividends are paid on shares of our common stock. The Nominating and Governance Committee regularly reviews our director compensation program. Information Regarding the Board of Directors and Corporate Governance | Director Compensation for 2023 The table below sets forth the compensation paid to our non-employee directors during 2023.

  26. Director Compensation for 2023

    | Directors (1) | Fees Earned or Paid in Cash | Stock Awards (2) | Total | | Ann-Kristin Achleitner | $141,750 | $173,259 | $315,009 | | Andrew M. Alper(3) | $144,081 | $176,013 | $320,094 | | Richard N. Haass(3)(4) | $104,675 | $170,505 | $275,180 | | Michelle Jarrard | $140,738 | $173,259 | $313,997 | | Iris Knobloch | $141,750 | $173,259 | $315,009 | | Philip A. Laskawy(5) | $65,813 | $— | $65,813 | | William M. Lewis, Jr.(6) | $41,329 | $— | $41,329 | | Jane L. Mendillo(3) | $141,810 | $173,259 | $315,069 | | Richard D. Parsons(3) | $177,237 | $222,778 | $400,015 |

  27. Director Compensation for 2023

    | (1) Excludes Dan Schulman and Stephen R. Howe Jr., who joined the Board, effective February 1, 2024. |

  28. Director Compensation for 2023

    | (2) The value of the DSUs reported in the table above is based on the grant date fair value of awards computed in accordance with FASB ASC Topic 718. See Note 16 of the Notes to the Consolidated Financial Statements contained in our 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The number of and grant date fair value of the DSUs granted on June 1, 2023 (based on the NYSE closing price of our common stock on the trading day immediately preceding the date of grant) were as follows: Dr. Achleitner, 6,039, valued at $173,259; Mr. Alper, 6,135, valued at $176,013; Dr. Haass, 5,943, valued at $170,505; Ms. Jarrard, 6,039, valued at $173,259; Ms. Knobloch, 6,039, valued at $173,259; Ms. Mendillo, 6,039, valued at $173,259; and Mr. Parsons, 7,765, valued at $222,778. The total number of DSUs held by each of the non-employee directors as of December 31, 2023 was as follows: Dr. Achleitner, 14,960; Mr. Alper, 83,585; Ms. Jarrard, 35,080; Ms. Knobloch, 29,851; Ms. Mendillo, 65,693; and Mr. Parsons, 99,560. |

  29. Director Compensation for 2023

    | (3) Each of Messrs. Alper, Haass, Lewis and Parsons and Ms. Mendillo elected to defer all or a portion of their quarterly cash compensation into additional DSUs. The number and grant date fair value of such DSUs (based on the NYSE closing price of our common stock on the trading day immediately preceding the applicable grant dates) were as follows: Mr. Alper, 4,561, valued at $144,081; Dr. Haass, 3,154, valued at $104,675; Mr. Lewis, 833, valued at $41,329; Ms. Mendillo, 4,489, valued at $141,810; and Mr. Parsons, 5,618, valued at $177,237. In accordance with SEC guidance, these amounts are reflected in the “Fees Earned or Paid in Cash” column, rather than in the “Stock Awards” column. |

  30. Director Compensation for 2023

    | (4) Dr. Haass resigned from our Board of Directors on August 24, 2023. |

  31. Director Compensation for 2023

    | (5) Mr. Laskawy, who served on our Board of Directors since July 2008, retired from the Board of Directors following the expiration of his term at the 2023 Annual General Meeting of Shareholders. |

  32. Director Compensation for 2023

    | (6) Mr. Lewis resigned from our Board of Directors on March 13, 2023. |

  33. Director Compensation for 2023

    Information Regarding the Board of Directors and Corporate Governance | Beneficial Ownership

  34. Selected 2023 Compensation Program Highlights

    | • | Performance-based compensation represented approximately 92% of 2023 total compensation (comprising salary and annual cash incentive and long-term incentive compensation awards) for our CEO, Mr. Orszag, and approximately 88% of 2023 total compensation for our other NEOs, on average.(1) As further discussed under “2023 Compensation for Each of Our NEOs—Compensation Process,” our Compensation Committee granted this compensation after evaluating each such NEO’s performance in light of the significant changes at the Company and our financial results, including our achievement of the goals described above and each such NEO’s individual contributions and actions to position the Company for growth in 2024. |

  35. Selected 2023 Compensation Program Highlights

    | • | In respect of 2023, 75% or more of our incentive-based compensation for our NEOs was delivered in equity-based awards, creating direct alignment between a significant portion of our NEOs’ compensation and the shareholder experience and supporting retention by subjecting all of our NEOs’ incentive compensation to multi-year service requirements. The equity-based incentive awards for our NEOs (other than Ms. Soto) were granted in the form of profits interest participation rights (“PIPRs”) in March 2024, or RSUs (to Ms. Soto) in February 2024, which, in each case, vest three years after the grant date, contingent upon the satisfaction of service and other vesting conditions, and, in the case of PIPRs, the achievement of a condition (the “Minimum Value Condition”), based on an amount of economic appreciation in the assets of Lazard Group. We delivered the remainder of performance-based incentive compensation awarded in respect of 2023 in the form of annual cash incentive bonuses in February 2024, which, to provide a significant long-term retention incentive, are subject to repayment in full in connection with a termination of employment for “cause” or resignation without “good reason” on or prior to March 1, 2027, subject to certain exceptions. |

  36. We Align Compensation with Long-Term Shareholder Interests

    We Align Compensation with Long-Term Shareholder Interests

  37. We Align Compensation with Long-Term Shareholder Interests

    | • | We grant at-risk, forward-looking, long-term incentive awards, including those subject to performance-based vesting criteria and multi-year vesting horizons, thereby helping to retain our executives and giving shareholders the stability of highly productive, experienced management who help to advance our strong firm culture. |

  38. We Align Compensation with Long-Term Shareholder Interests

    | • | The value of most awards fluctuates based on our ability to achieve growth and link high performance with producing value for our shareholders. |

  39. We Align Compensation with Long-Term Shareholder Interests

    | • | The year-end annual cash incentive bonuses are subject to repayment in full in connection with certain terminations or resignations on or prior to March 1, 2027, which motivates long-term retention and stability at the senior executive level. |

  40. Overview of Our 2023 NEO Compensation Program

    | Element | Purpose | Description | | Base Salary | Provide a predictable and competitive level of income | • Represents a limited percentage of 2023 total compensation | | Performance-based Incentive Compensation | Provide incentive compensation that is reflective of Company and individual performance and align our NEOs and shareholders through equity-based incentive awards while incentivizing long-term retention | • The Compensation Committee determines incentive compensation for our NEOs based on a holistic review of the Company, business segment and individual performance based on a rigorous assessment • Incentive compensation, as determined by this review, is then delivered in a mix of cash and long-term incentive awards that are subject to multi-year vesting, consistent with competitive market practice in our industry • Year-end annual cash incentive bonuses, which represent a minority of each NEO’s incentive compensation, are subject to repayment in full in connection with a termination of employment for cause or resignation without good reason on or prior to March 1, 2027, subject to certain exceptions, in order to ensure long-term retention and stability at the senior executive level • Long-term incentive awards granted in 2024 in respect of 2023 compensation, which represent the majority of each NEO’s incentive compensation, were delivered in the form of either PIPRs or RSUs, which are earned based on continued service over a three-year vesting period. The value that NEOs ultimately receive in respect of such awards at the end of the three-year period is aligned with shareholder returns |

  41. Compensation Program Design—Performance-Based Incentive Compensation

    Compensation Program Design—Performance-Based Incentive Compensation Except for base salaries, all compensation opportunity is based on a rigorous assessment of a combination of Company, business segment (in the case of the CEO of Asset Management) and individual performance. Accordingly, the compensation paid to our NEOs and employees as a group has fluctuated from year to year, reflecting changes in the Company’s performance and financial results, as well as individual performance, consistent with market practice in our industry. Performance-based awards are tailored to appropriately incentivize our NEOs and to account for the highly competitive market for executive talent. Incentives are delivered in a mix of cash and long-term incentive awards that are subject to multi-year service vesting, which enhances the ongoing alignment between our NEOs and shareholders, supports retention of our NEOs, and aligns with competitive market practice in our industry. Year-end annual cash incentive bonuses are repayable in their entirety in connection with a termination of employment for cause or resignation without good reason on or prior to March 1, 2027, subject to certain exceptions. Long-term incentives consist of PIPRs or RSUs. PIPRs are equity incentive awards that, subject to certain conditions, may be exchanged for shares of our common stock to the extent that both (i) the service-based vesting conditions and (ii) the Minimum Value Condition, which requires that an amount of economic appreciation in the assets of Lazard Group occurs as necessary to satisfy certain partnership tax rules before the fifth anniversary of the grant date, is achieved, otherwise the rights will be forfeited. In February and March 2024 and 2023, our NEOs received long-term incentive compensation awards in respect of 2023 and 2022 compensation, respectively, in the form of PIPRs or RSUs.

  42. Transition to Stock Price PRPUs for the CEO and CEO of Asset Management

    Transition to Stock Price PRPUs for the CEO and CEO of Asset Management In 2023, the Compensation Committee met several times to evaluate various alternative long-term incentive compensation programs. The Committee assessed the historical PRPU program in detail. Under that program, which applied to awards granted in March 2022 and February 2021, the number of shares of common stock that our NEOs receive upon vesting of a PRPU is calculated by reference to certain performance-based and market-based metrics that relate to our performance over a three-year period. For a detailed description of the PRPU program, see the section entitled “PRPU—General Terms” contained our 2023 Proxy Statement, which is available at www.lazard.com. While the PRPU program was effective in motivating the achievement of specific financial performance objectives, the Committee determined that tying much of our NEOs’ compensation directly to the achievement of stock price growth targets more closely aligns with the Company’s growth strategy and shareholder returns. As such, the Compensation Committee decided to simplify the long-term incentive compensation program and focus on stock price growth. In mid-2023, in addition to compensation awarded with respect to annual performance and in connection with our leadership transition, the Compensation Committee approved one-time special awards of PRPUs for Messrs. Orszag and Russo that vest on the achievement of certain stock price milestones measured as of a specified anniversary of the grant date (such PRPUs, “Stock Price PRPUs”). The Stock Price PRPUs are subject to the Minimum Value Condition, which has been satisfied, and are eligible to vest in three tranches (each, a “Tranche”) based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified anniversary of the date of grant, as described below:

  43. 2023 Compensation for Each of Our NEOs—Compensation Process

    | • | Competitive Compensation Considerations. The competition to attract and retain high-performing executives and professionals in the financial services industry remains intense at this time, and the amount and composition of total compensation paid to our executives must be considered in light of competitive compensation levels. In this regard, for our NEOs, the Compensation Committee reviewed an analysis prepared by CAP regarding compensation levels for 2022 |

  44. 2023 Compensation for Each of Our NEOs—Compensation Process

    (the most recent year for which comprehensive data for our peers was available), and indicative trends for 2023 year-end compensation decisions, for comparable positions at the following financial services firms: Affiliated Managers Group Inc., AllianceBernstein Holding L.P., Artisan Partners Asset Management, Inc., Blackstone Group LP, Evercore Partners Inc., Franklin Resources, Inc., Greenhill & Co., Inc., Houlihan Lokey Inc, Invesco Ltd, Janus Henderson Group PLC, Jefferies Financial Group Inc., Moelis & Co., Raymond James Financial, Inc., Piper Sandler Companies, PJT Partners Inc., Stifel Financial Corp and T. Rowe Price Group Inc. The Compensation Committee also reviews survey data that includes compensation data for subsidiary businesses of larger financial services firms and other organizations with which Lazard competes for talent, as described in more detail below. In 2023, we updated our comparator group to comprise eight investment banks and eight asset managers to appropriately capture the marketplace in which we compete with these companies, among other, larger financial services firms, for highly qualified and talented financial service professionals. Though none of these firms serve as comparators for both of Lazard’s businesses, CAP believes this comparator group is appropriate in terms of size and represents a reasonable mix of firms in each of Lazard’s businesses. Additional details regarding the composition of our peer group recommended by CAP, based on Global Classification Standard (GICS) Sub-Industry classification, revenue and market capitalization, is set forth in the following tables: Due to the limited universe of standalone public company comparators, for 2023, the analysis that CAP prepared for the Compensation Committee continued to include survey data that includes compensation information for subsidiary businesses of larger financial services firms and other financial services organizations that are similar to Lazard in terms of complexity to get a more complete picture of the competitive market for our NEOs. The Compensation Committee also reviewed data, including compensation expense and revenue changes, with respect to certain other companies with which we compete for financial service professionals, but that substantially exceed our market capitalization; however, this review was for informational purposes only and these companies served only as reference points to provide a broader perspective on competitive pay levels and practices. CAP’s analysis compared the total direct compensation for our NEOs (calculated with respect to 2023 base salary and annual cash incentives, PIPRs and RSUs to the total direct compensation for the appropriate named executive officers in the comparator group described above, or an appropriate subset of that comparator group, calculated based on compensation levels for 2022 (as reported in 2023)). CAP constructed a compensation reference range for each of our NEOs based on the comparator data as follows: for Mr. Orszag $8.25 million to $13.0 million, for Mr. Jacobs, $7.75 million to $13.5 million; for Ms. Betsch, $3.5 million to $5.5 million; for Mr. Russo, $7.5 million to $11.0 million; and for Ms. Soto, $3.25 million to $5.25 million. CAP did not construct a compensation reference range for Mr. Hoffman given his retirement from Lazard in 2023. See “Awarded Compensation Table” below for a table describing the compensation paid to each of our NEOs for 2023, presented in the manner that it was considered by the Compensation Committee (which was similar to the methodology used by CAP in calculating total direct compensation paid by the firms in the comparator group). While the Compensation Committee considered the level of compensation paid by the firms in the comparator group in connection with its compensation decisions, in order to maintain competitiveness and flexibility, the Compensation Committee did not target compensation at a particular level relative to the comparator group (or relevant subset of the group). This information was only one of several data points that the Compensation Committee considered.

  45. 2023 Individual Performance Considerations and Total Incentive Compensation for other NEOs

    | Name of Executive (Position) | Individual Performance Considerations | 2023 Total Incentive Compensation | | Kenneth M. Jacobs (Executive Chairman and Former Chief Executive Officer) | • Accomplishment of long-term and annual goals during his CEO tenure • Developing and executing on a succession plan to ensure Mr. Orszag’s smooth transition to CEO • Achievement of annual operating revenue, adjusted net income and earnings per share goals • Relative TSR of the Company • Contributions to Financial Advisory transactions | Approximately $7.938 million, consisting of PIPRs (69% of total compensation) and annual cash incentive bonus (21% of total compensation) | | Mary Ann Betsch (Chief Financial Officer) | • Individual leadership, particularly in her first full annual cycle as CFO • Management of worldwide corporate finance, accounting and tax operations of the Company • Contributions to senior management team | Approximately $3.000 million, consisting of PIPRs (60% of total compensation) and annual cash incentive bonus (20% of total compensation) |

  46. 2023 Individual Performance Considerations and Total Incentive Compensation for other NEOs

    | Name of Executive (Position) | Individual Performance Considerations | 2023 Total Incentive Compensation | | Evan L. Russo (Chief Executive Officer of Asset Management) | • Individual leadership, particularly in his first full annual cycle in his position • Overseeing operating revenue of the Company's Asset Management business ($1,068 million for 2023) and performance of its assets under management (which recorded a year-end level of $247 billion in 2023) | Approximately $8.250 million (excluding Stock Price PRPUs), consisting of PIPRs (69% of total compensation) and annual cash incentive bonus (23% of total compensation) | | Alexandra Soto (Chief Operating Officer) | • Successful navigation of transition from Group Executive, Human Capital and Workplace Innovation • Utilization of financial services experience and knowledge to enhance operational initiatives • Efforts to further the Company's status as one of the preeminent workplaces in the financial services industry • Contributions to Financial Advisory transactions | Approximately $4.250 million, consisting of RSUs (69% of total compensation) and annual cash incentive bonus (16% of total compensation) |

  47. Awarded Compensation

    | • | by showing the notional value of PIPRs granted in March 2024 and the grant date fair value of RSUs granted in February 2024, as applicable, which related, in each case, to 2023 performance but are not reflected in the Summary Compensation Table for 2023 because they were granted after the end of our 2023 fiscal year; |

  48. Awarded Compensation

    | • | by excluding Ms. Betsch’s sign-on bonus paid in 2022, which was awarded in connection with her commencement of employment, and special retention awards made to Mr. Orszag, which were not the result of the Compensation Committee’s evaluation of his performance for the applicable years set forth in the table below, but were awarded to Mr. Orszag for his contributions for prior years. For a description of the terms of such retention awards, see “Individual Agreements” below. |

  49. Awarded Compensation

    A similar methodology has been applied to reflect 2022 and 2021 compensation for each of our NEOs who served as an executive officer of the Company in respect of such year, which is included in order to provide a basis for comparison. For these prior years, the value of PIPRs, RSUs, PRUs, restricted stock and LFIs is also reflected based on the fiscal year to which they relate, rather than the fiscal year in which they were granted, and based on notional value rather than on the grant date fair value as determined for accounting purposes.

  50. Summary Compensation Table

    Summary Compensation Table

  51. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus (1) | Stock Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) | All Other Compensation (6) | Total | | | | | | Annual Grants (2) | Special Grants (3) | Total (4) | | | | | Peter R. Orszag Chief Executive Officer (effective October 1, 2023) | 2023 | $787,500 | $4,157,500 | $4,971,938 | $20,827,500 | $25,799,438 | — | $90,403 | $30,834,841 | | | 2022 | $750,000 | $1,250,000 | $5,151,441 | $2,500,000 | $7,651,441 | — | $75,574 | $9,727,015 | | | 2021 | $750,000 | $4,350,000 | $3,362,473 | — | $3,362,473 | — | $58,583 | $8,521,056 | | Kenneth M. Jacobs Executive Chairman (effective October 1, 2023) | 2023 | $862,500 | $1,865,500 | $7,907,734 | — | $7,907,734 | $2,314 | $245,138 | $10,883,187 | | | 2022 | $900,000 | — | $9,750,997 | — | $9,750,997 | — | $237,563 | $10,888,560 | | | 2021 | $900,000 | $3,075,000 | $7,676,604 | — | $7,676,604 | — | $125,727 | $11,777,331 | | Mary Ann Betsch Chief Financial Officer (effective October 3, 2022) | 2023 | $750,000 | $750,000 | $1,089,090 | — | $1,089,090 | — | $64,462 | $2,653,552 | | | 2022 | $187,500 | $1,100,000 | — | — | — | — | $5,110 | $1,292,610 | | Evan L. Russo Chief Executive Officer of Lazard Asset Management (effective June 1, 2022) | 2023 | $750,000 | $2,040,000 | $7,150,119 | $15,062,000 | $22,212,119 | — | $136,069 | $25,138,188 | | | 2022 | $750,000 | — | $5,077,879 | — | $5,077,879 | — | $118,161 | $5,946,040 | | | 2021 | $750,000 | $1,320,000 | $4,030,231 | — | $4,030,231 | — | $74,209 | $6,174,440 | | Alexandra Soto Chief Operating Officer (effective September 14, 2023) | 2023 | $750,000 | $800,000 | $3,995,793 | — | $3,995,793 | — | $91,199 | $5,636,992 | | Scott D. Hoffman Chief Administrative Officer and General Counsel (until September 30, 2023) | 2023 | $562,500 | — | $3,125,235 | — | $3,125,235 | $313 | $11,315,285 | $15,003,332 |

  52. Summary Compensation Table

    | (1) For 2023, includes a year-end annual cash incentive bonus, which is subject to potential repayment in full as described under “Selected 2023 Compensation Program Highlights,” of $2,157,500, $1,865,500, $750,000, $2,040,000 and $800,000 for Mr. Orszag, Mr. Jacobs, Ms. Betsch, Mr. Russo and Ms. Soto, respectively. For Ms. Betsch, for 2022, includes an award of $250,000 that was granted as a sign-on bonus in connection with her commencement of employment, contingent upon Ms. Betsch’s continued employment for 12 months following her commencement of employment. For Mr. Orszag, for 2023, 2022 and 2021, includes awards of $2,000,000, $1,250,000 and $3,000,000, respectively, that were considered special cash retention awards contingent upon Mr. Orszag’s continued employment until the relevant payment date. |

  53. Summary Compensation Table

    | (2) For 2023, represents PIPRs, RSUs and LFIs that relate to the prior year’s performance. For 2022, represents PRU awards granted to each of our NEOs during the year that relate to the prior year’s performance, and, in the case of Ms. Soto, includes a grant of LFIs made in respect of her services in 2022, during which time she did not serve as the Company’s Chief Operating Officer. Ms. Betsch commenced service during 2022 and did not receive a grant of equity awards in such year. For 2021, represents PIPR, RSU, PRU and LFI awards, as applicable, granted on the same basis during the applicable year that relate to the prior year’s performance. As required by Item 402(c)(2) of Regulation S-K, the value of the PIPRs, RSUs, Stock Price PRPUs, PRUs and LFIs reported in the Summary Compensation Table is (i) based on the grant date fair value of awards in the fiscal year actually granted (rather than in the year to which the executive’s performance relates) and (ii) (A) in the case of PRUs, is computed in accordance with FASB ASC Topic 718 based on the performance conditions applicable to such PRUs being achieved at the target (i.e., one times) payout level, which was determined to be the probable outcome as of the grant date, without regard to estimated forfeitures, and (B) in the case of LFIs, is computed based on the fair market value of the interests in the Lazard managed funds as of the date that the applicable LFIs were awarded. See Note 16 of Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a discussion of the assumptions used in the valuation of the PIPRs, RSUs, Stock Price PRPUs, PRUs and LFIs. |

  54. Summary Compensation Table

    | (3) For 2023, represents for Messrs. Orszag and Russo, Stock Price PRPU awards that relate to future performance, as well as, for Mr. Orszag, a special grant of RSUs, with a grant date fair value of $2,000,000. For 2022, for Mr. Orszag, represents a special RSU grant with a grant date fair value of $2,500,000. |

  55. Summary Compensation Table

    | (4) Reflects the total of the previous two columns (Annual Grants and Special Grants). |

  56. Summary Compensation Table

    | (5) Represents the aggregate change in actuarial present value of the accumulated benefits of Messrs. Jacobs and Hoffman under the Lazard Frères & Co. LLC Employees’ Pension Plan. |

  57. Summary Compensation Table

    | (6) For 2023, represents: (i) payment of health insurance premiums and other health-related benefits in the amount of $28,434 for Mr. Orszag; $48,623 for Mr. Jacobs, $31,960 for Ms. Betsch; $30,434 for Mr. Russo; $22,826 for Ms. Soto and $33,440 for Mr. Hoffman (which for each of Messrs. Jacobs and Russo and Ms. Betsch included a $2,000 contribution to their health savings account or $1,500 in the case of Mr. Hoffman); (ii) life and long-term disability insurance premiums in the amount of $2,933 for Messrs. Orszag, Jacobs and Russo and Ms. Betsch, $2,784 for Ms. Soto and $2,191 for Mr. Hoffman; (iii) for each NEO, other than Mr. Russo and Ms. Soto, the annual estimated cost of access to an executive dining room, which is a benefit historically provided to certain of the Company’s U.S. managing directors in the New York City area, in the amount of $8,000; (iv) for each NEO other than Ms. Soto, the payment by the Company of a $13,200 matching contribution in 2023 on his or her personal contributions to the Company’s 401(k) plan, which is a benefit provided to all of the Company’s U.S. managing directors; (v) for Ms. Soto, the payment by the Company of a $49,574 contribution in 2023 to the Company’s UK-based defined contribution plan, which is a benefit provided to all of the Company’s UK managing directors; (vi) distributions paid to NEOs (other than Ms. Soto) in 2023 in respect of interest accrued on their capital accounts in Lazard Group, in the amount of $27,009 for Mr. Orszag, $158,594 for Mr. Jacobs, $504 for Ms. Betsch, $72,752 for Mr. Russo and $53,330 for Mr. Hoffman and, in the case of Ms. Soto in 2023, $11,138 in distributions of the 2000 LTP II private equity fund; (vii) tax preparation services in the amount of $10,827 for Mr. Orszag, $13,788 for Mr. Jacobs, $7,865 for Ms. Betsch, $16,750 for Mr. Russo, $4,877 for Ms. Soto and $11,123 for Mr. Hoffman (in each case |

  58. Summary Compensation Table

    representing the portion of the cost of such tax preparation services that was paid by the Company), and (viii) for Mr. Hoffman, includes a lump sum cash payment in connection with his retirement and a cash bonus for that portion of fiscal year 2023 during which he was employed by the Company. For additional details on Mr. Hoffman’s compensation and benefits in respect of his retirement, see “Individual Agreements.”

  59. Grants of Plan Based Awards

    Grants of Plan Based Awards The following table provides information about awards granted to each of our NEOs during fiscal year 2023 in respect of 2022 performance and, in the case of Stock Price PRPUs, in fiscal year 2023 in respect of future performance.

  60. Outstanding Equity Awards At 2023 Fiscal Year-End

    Outstanding Equity Awards At 2023 Fiscal Year-End The following table provides information about the number and value of PIPRs, RSUs, PRPUs PRSUs and Stock Price PRPUs that were actually held (or, pursuant to the rules and guidance of the SEC, were for purposes of the table deemed held) by our NEOs as of December 31, 2023. The market value of the PIPRs, RSUs, PRPUs, PRSUs and Stock Price PRPUs was calculated based on the NYSE closing price of our common stock on December 29, 2023 (the last trading day in fiscal year 2023) ($34.80). The table does not include PIPR awards that relate to 2023 performance, which were granted in February and March 2024.

  61. Outstanding Equity Awards At 2023 Fiscal Year-End

    | Named Executive Officer(1) | Number of PIPRs and RSUs That Have Not Vested (2)(3) | Market Value of PIPRs and RSUs That Have Not Vested | Number of PRPUs, PRSUs and Stock Price PRPUs That Have Not Vested (4) | Market or Payout Value of PRPUs. PRSUs and Stock Price PRPUs That Have Not Vested (4) | | Peter R. Orszag | 358,092 | $12,461,602 | 598,857 | $20,840,224 | | Kenneth M. Jacobs | 541,051 | $18,828,575 | 660,338 | $22,979,762 | | Mary Ann Betsch | 30,303 | $1,054,544 | — | $— | | Evan L. Russo | 367,485 | $12,788,478 | 543,874 | $18,926,816 | | Alexandra Soto | 134,755 | $4,689,474 | 149,510 | $5,202,948 | | Scott D. Hoffman | 201,598 | $7,015,610 | 206,822 | $7,197,406 |

  62. Outstanding Equity Awards At 2023 Fiscal Year-End

    | (1) Mr. Jacobs became eligible for retirement under the Deferred Compensation Retirement Policy on March 31, 2016. All of his PRPUs are eligible for the Deferred Compensation Retirement Policy and are no longer subject to a service-based vesting condition but remain subject to compliance with restrictive covenants until the original vesting dates. Mses. Betsch and Soto and Messrs. Orszag and Russo will become retirement eligible on December 20, 2035; October 21, 2024; December 16, 2027; and August 2, 2030, respectively. Upon reaching retirement eligibility, any PIPRs, RSUs, PRUs and LFIs that the relevant NEO holds will become eligible for the Deferred Compensation Retirement Policy. |

  63. Outstanding Equity Awards At 2023 Fiscal Year-End

    | (2) With respect to PRU awards granted in March 2021 (in respect of 2020 compensation), in early 2024, the Compensation Committee determined that Lazard had achieved an aggregate score of 1.95x with respect to the applicable performance periods to which such awards are subject. The total number of PRPU awards granted in March 2021 included in this column for each NEO is as follows: 321,025 for Mr. Jacobs; 168,539 for Mr. Russo; and 114,641 for Mr. Hoffman. The total number of PRSU awards granted in March 2021 included in this column for Ms. Soto is 63,169. All such amounts vested on March 11, 2024 (in the case of PRPUs) and March 1, 2024 (in the case of PRSUs). Accordingly, this column includes the product of (i) 1.95 and (ii) the total original target number of shares of our common stock subject to such PRPUs or PRSUs, as applicable. |

  64. Outstanding Equity Awards At 2023 Fiscal Year-End

    | (3) This column includes PIPRs granted to each of our NEOs, other than Ms. Soto, in March 2023 in respect of 2022 as follows: 138,340 for Mr. Orszag; 220,026 for Mr. Jacobs; 30,303 for Ms. Betsch; 198,946 for Mr. Russo; and 86,957 for Mr. Hoffman. The total number of RSU awards granted to Ms. Soto in March 2023 in respect of 2022 included in this column is 58,917. This column also reflects (i) 77,781 PIPRs granted to Mr. Orszag in respect of his service prior to his appointment as an executive officer of the Company, which vested on March 11, 2024, (ii) 60,285 and 81,686 RSUs granted to Mr. Orszag, prior to becoming our CEO, on July 15, 2023 and July 15, 2022, respectively, as a special retention award subject to Mr. Orszag’s continued employment with the Company through September 3, 2025 and September 3, 2024, respectively, and (iii) 12,834 RSUs granted to Ms. Soto in 2021 in respect of 2020, which vested on March 1, 2024. |

  65. Outstanding Equity Awards At 2023 Fiscal Year-End

    | (4) The PRPU and PRSU awards granted to our NEOs in 2022 with respect to 2021 compensation are scheduled to vest on or around March 1, 2025, subject to achievement of performance-based vesting criteria. Because our performance in the 2023 fiscal year exceeded the target (one times) level, and based on guidance regarding the rules of the SEC, we have included the PRPU awards in the table above based on the maximum payout level (in this case, 2.4). For PRPUs granted in 2022, this column reflects 2.4 times the total target number of shares subject to such PRPUs. The number of PRPUs, or PRSUs, in the case of Ms. Soto, set forth in this column are as follows: for Mr. Orszag, 348,857; for Mr. Jacobs, 660,338; for Mr. Russo, 343,874; for Ms. Soto, 149,510; and for Mr. Hoffman, 206,822. The amounts reflected above are not necessarily indicative of future payouts for the awards, which are not now known but will ultimately be determined based on our actual performance through the entire performance period (and which may be lower than the 2.4 times payout level). With respect to Stock Price PRPUs granted to Messrs. Orszag and Russo, given that such Stock Price PRPUs are earned based on future increases to our stock price and satisfaction of service conditions, we have shown the value of the number of shares of our common stock that would be received, assuming achievement of the first stock price milestone under such award (i.e., $43.10), which we view as a representative value for purposes of this table, taking into account fiscal year 2023 performance (which resulted in no stock price milestone being achieved). As discussed above in the section entitled “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management,” Stock Price PRPUs are eligible to vest in three Tranches based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified |

  66. Outstanding Equity Awards At 2023 Fiscal Year-End

    anniversary of the date of grant. While no stock price milestone has yet been met, aggregate accounting fair value of the Stock Price PRPUs at the grant date, which is based on the estimated probability of achieving the common stock price milestones, was approximately $33.9 million in the aggregate and is amortized over the requisite service periods. The number of Stock Price PRPUs included in this table are as follows: 250,000 for Mr. Orszag and 200,000, for Mr. Russo. See “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management” above for additional information on Stock Price PRPUs vesting conditions.

  67. Stock Vested

    Stock Vested The following table sets forth certain information concerning PIPRs, PRPUs, RSUs and shares of restricted stock held by our NEOs that vested in 2023. The value realized on vesting was calculated based on the NYSE closing price of our common stock on the trading day immediately preceding the vesting date.

  68. Stock Vested

    | Named Executive Officer | Number of Shares That Vested or Were Acquired on Vesting | Value Realized on Vesting | | Peter R. Orszag | 46,497 | $1,749,626 | | Kenneth M. Jacobs | 323,176 | $12,038,306 | | Mary Ann Betsch | — | — | | Evan L. Russo | 134,696 | $5,017,426 | | Alexandra Soto | 28,215 | $1,054,112 | | Scott D. Hoffman | 107,918 | $4,019,946 |

  69. Pension Benefits

    Pension Benefits U.S. Defined Benefit Pension Plans. The following table provides information with respect to the Lazard Frères & Co. LLC Employees’ Pension Plan, a qualified defined-benefit pension plan, and a related supplemental defined-benefit pension plan. Each of Messrs. Jacobs and Hoffman has accrued benefits under the Lazard Frères & Co. LLC Employees’ Pension Plan, and Mr. Hoffman has accrued additional benefits under the related supplemental defined-benefit pension plan. The annual benefit under the Lazard Frères & Co. LLC Employees’ Pension Plan and, if applicable, the supplemental defined-benefit pension plan, payable as a single life annuity commencing at age 65, would be $6,447 for Mr. Jacobs and $18,845 for Mr. Hoffman. These benefits accrued prior to the date the applicable NEO became a managing director of the Company. Benefit accruals under this plan were frozen for all participants effective January 31, 2005. For a discussion of the valuation methodology and material assumptions applied in quantifying the present value of the current accrued benefit, see Note 17 of Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Mses. Betsch and Soto and Messrs. Orszag and Russo do not participate in any of these plans.

  70. Pension Benefits

    | Named Executive Officer | Plan Name | Number of Years of Credited Service (1) | Present Value of Accumulated Benefit ($) (2) | Payments During Last Fiscal Year ($) | | Kenneth M. Jacobs | Lazard Frères & Co. LLC Employees’ Pension Plan | 3 | $0 | $78,088 | | Scott D. Hoffman | Lazard Frères & Co. LLC Employees’ Pension Plan | 5 | $0 | $103,781 | | | Supplemental Defined— Benefit Pension Plan | 5 | $74,932 | $0 |

  71. Pension Benefits

    | (1) Mr. Jacobs has been employed by the Company for over 35 years and Mr. Hoffman was employed by the Company for almost 30 years. Mr. Jacobs became a managing director of the Company in 1991 and Mr. Hoffman in 1998, at which point they ceased accruing benefits under these plans. |

  72. Pension Benefits

    | (2) Messrs. Jacobs and Hoffman received lump sum payments of their respective Lazard Frères & Co. LLC Employees’ Pension Plan amounts, and the present value of these benefits is reflected as $0 above because they are no longer owed a benefit under such plan. With respect to the supplemental defined-benefit pension plan, Mr. Hoffman elected a lump sum payment, which has been calculated here using interest rates and mortality applicable for lump sum payments as outlined in §417(e)(3) of the Internal Revenue Code. The lump sum benefit is discounted from the payment date to the December 31, 2023 measurement date using a 5.07% discount rate. |

  73. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described above, the retention agreements with each of our current NEOs provides for certain severance benefits in the event of a qualifying termination prior to the expiration of the applicable individual agreement. The following table shows the potential payments that would have been made by the Company to each of our NEOs as of December 31, 2023, assuming that such NEO’s employment with the Company terminated, or a change in control occurred, on December 31, 2023 under the circumstances outlined in the table. For purposes of this table, the price of our common stock is assumed to be $34.80, which was the closing price on December 29, 2023 (the last trading day of fiscal year 2023) and the amounts set forth below reflect the terms of the individual agreements as in effect on December 31, 2023. Mr. Hoffman, who retired from the Company during 2023, has been excluded from this table.

  74. Potential Payments Upon Termination or Change in Control

    | | Prior to a Change in Control | | | | On or After a Change in Control | | | | | | Named Executive Officer | Death or Disability | Involuntary Termination Without “Cause” | Resignation for “Good Reason” | Retirement | No Termination of Employment | Death or Disability | Involuntary Termination Without “Cause” | Resignation for “Good Reason” | Retirement | | Peter R. Orszag | | | | | | | | | | | Severance Payment (1) | — | $20,050,000 | $20,050,000 | — | — | — | $20,050,000 | $20,050,000 | — | | PIPR, RSU, PRPU and Stock Price PRPU Vesting (2) (3) | $32,069,576 | $32,069,576 | $32,069,576 | — | — | $34,678,023 | $34,678,023 | $34,678,023 | — | | Pro-rata Annual Incentive Payment (4) | $9,125,000 | $9,125,000 | $9,125,000 | — | — | $9,125,000 | $9,125,000 | $9,125,000 | — | | Salary in Lieu of Notice (5) | — | $225,000 | — | — | — | — | $225,000 | $225,000 | — | | Kenneth M. Jacobs | | | | | | | | | | | Severance Payment (1) | — | $22,200,000 | $22,200,000 | — | — | — | $22,200,000 | $22,200,000 | — | | PIPR and PRPU Vesting (2) (3) | $40,491,346 | $40,491,346 | $40,491,346 | $30,616,507 | — | $45,428,752 | $45,428,752 | $45,428,752 | $45,428,752 | | Pro-rata Annual Incentive Payment (4) | $10,350,000 | $10,350,000 | $10,350,000 | — | — | $10,350,000 | $10,350,000 | $10,350,000 | — | | Salary in Lieu of Notice (5) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — | | Mary Ann Betsch | | | | | | | | | | | Severance Payment (1) | — | $6,000,000 | 6,000,000 | — | — | — | $6,000,000 | $6,000,000 | — | | PIPR Vesting (2) (3) | $1,079,398 | $1,079,398 | $1,079,398 | — | — | $1,079,398 | $1,079,398 | $1,079,398 | — | | Pro-rata Annual Incentive Payment (4) | $2,250,000 | $2,250,000 | $2,250,000 | — | — | $2,250,000 | $2,250,000 | $2,250,000 | — | | Salary in Lieu of Notice (5) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — | | Evan L. Russo | | | | | | | | | | | Severance Payment (1) | — | $15,200,000 | $15,200,000 | — | — | — | $15,200,000 | $15,200,000 | — | | PIPR, PRPU and Stock Price PRPU Vesting (2) (3) | $31,349,415 | $31,349,415 | $31,349,415 | — | — | $33,676,285 | $33,676,285 | $33,676,285 | — | | Pro-rata Annual Incentive Payment (4) | $6,850,000 | $6,850,000 | $6,850,000 | — | — | $6,850,000 | $6,850,000 | $6,850,000 | — | | Salary in Lieu of Notice (5) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — | | Alexandra Soto | | | | | | | | | | | Severance Payment (1) | — | $11,000,000 | $11,000,000 | — | — | — | $11,000,000 | $11,000,000 | — | | RSU, PRSU and LFI Vesting (2) (3) | $14,093,561 | $14,093,561 | $14,093,561 | — | — | $15,349,535 | $15,349,535 | $15,349,535 | — | | Pro-rata Annual Incentive Payment (4) | $4,750,000 | $4,750,000 | $4,750,000 | — | — | $4,750,000 | $4,750,000 | $4,750,000 | — | | Salary in Lieu of Notice (5) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — |

  75. Potential Payments Upon Termination or Change in Control

    | (1) In addition to the severance payments listed (each of which is described below under “Individual Agreements”), each of our U.S.-based NEOs would have been entitled to receive two years of medical and dental coverage following termination. However, amounts relative to this benefit are immaterial and have not been included in the table. |

  76. Potential Payments Upon Termination or Change in Control

    | (2) Valuation of all PIPR, RSU, PRPU and PRSU awards is based upon the full value underlying our common stock at the close of business on December 31, 2023, without taking into account any discount for the present value of such awards. Valuation of LFI awards is determined based on the dollar value of the relevant fund interest at the close of business on December 31, 2023. Upon a change in control, (i) PIPRs, RSUs, PRPUs, PRSUs, Stock Price PRPUs and LFI awards generally will not accelerate, but will instead require both a change in control and another customary event (such as a qualifying termination) in order to vest, (ii) PRPU and PRSU awards will no longer be subject to the performance conditions and the payout level will |

  77. Potential Payments Upon Termination or Change in Control

    be determined by the Compensation Committee based on the greater of (A) the target level or (B) the Company’s actual performance for the period beginning at the start of the performance period and ending on the date of the change in control, but the awards will remain subject to the service or other vesting conditions, absent a qualifying termination, through the original vesting dates and (iii) any Stock Price PRPU for which the applicable stock price milestone was achieved based on the transaction price relative to the stock price milestones would generally remain outstanding (and with respect to the tranche with the next highest stock price milestone above the transaction price, a prorated portion of such tranche equal to the number of Stock Price PRPUs subject to such tranche and a fraction, the numerator of which is the transaction price and the denominator of which is the stock price milestone applicable to such tranche would remain outstanding), subject to continued employment through the expiration date applicable to such tranche (but subject to acceleration in connection with a qualifying termination). For purposes of the table above, the first Tranche-specific common stock price milestone has been assumed to have been achieved and the values shown (at the assumed transaction price of $34.80) include the potential payout in connection with such qualifying termination; but otherwise, no additional value has been assigned to Stock Price PRPUs in the table above because no stock price milestones have been met or would be met. The table above assumes, with respect to the PRPU and PRSU awards for which the three-year performance period has not ended (i.e., those granted in 2022 in respect of compensation for 2021), that upon a change in control and another customary event (such as a qualifying termination), the performance conditions and the payout level would be equal to 2.4 times the target level. The payout in respect of PRPU and PRSU awards also includes any unvested dividend amounts paid at 2.4 times the target level and interest on unpaid distributions from the date that the applicable dividend was paid to holders of our common stock until December 31, 2023 at 6% per annum, compounded quarterly, less any distributions received to pay related taxes on the income allocations. These assumptions are not necessarily indicative of future payouts for the awards, which are not now known but will ultimately be based on our actual performance through the relevant period (which may be lower than the amount assumed for this calculation).

  78. Potential Payments Upon Termination or Change in Control

    | (3) Upon death, (i) all PIPRs, RSUs and LFI awards vest immediately, (ii) all PRPU and PRSU awards vest immediately (or, if the death occurs more than halfway through the fiscal quarter, as soon as practicable following the Compensation Committee’s determination of the payout level), with the payout level based on (A) our actual performance during the portion of the performance period ending on the last day of the fiscal quarter preceding the date of death (or, if the death occurs more than halfway through the fiscal quarter, the last day of such fiscal quarter) and (B) the target level for the remainder of the performance period and (iii) all Stock Price PRPUs for which the stock price milestone was met prior to the termination vest as of such termination (and a number of Stock Price PRPUs equal to a prorated portion (subject to certain minimums) of each other unvested tranche would remain outstanding and eligible to vest based on achievement of the applicable stock price milestone before the expiration date applicable to such tranche). Upon disability, a termination without “cause” or resignation for “good reason,” (i) the PRPU and PRSU payout level will be determined in a manner consistent with clauses (A) and (B) of the immediately preceding sentence, (ii) the Stock Price PRPU payout will be determined according to clause (iii) of the immediately preceding sentence and (iii) the NEOs may be immediately taxed on 100% of the LFIs. Accordingly, a percentage of the Fund Interests, in the case of LFIs, in the amount sufficient to cover payment of taxes will be delivered to the executive or withheld immediately upon termination, and the remaining percentage will be delivered on the original vesting dates, provided that the executive does not violate his or her restrictive covenants. Mr. Jacobs became retirement eligible during 2016. If an NEO is retirement eligible, Stock Price PRPUs will be forfeited to the extent unvested but he or she may retire without forfeiting his or her PRPUs (excluding Stock Price PRPUs) or PRSUs, but (other than following a change in control) such PRPUs or PRSUs remain subject to performance conditions for the full performance period. Following retirement (other than following a change in control), all PIPRs, RSUs, PRPUs, PRSUs and LFIs remain subject to compliance with restrictive covenants through their original vesting date, notwithstanding any shorter duration provided in award agreements. See “Deferred Compensation Retirement Policy” above. |

  79. Potential Payments Upon Termination or Change in Control

    The table above assumes, with respect to the PRPU and PRSU awards for which the three-year performance period has not ended (i.e., those granted in 2022 in respect of compensation for 2021), that (x) in the case of a termination without “cause,” upon death or disability or resignation for “good reason” (other than following a change in control), the performance conditions would be equal to approximately 1.933 times the target level, and (y) in the case of retirement of Mr. Jacobs (other than following a change in control), the performance conditions would be equal to 1.0 times the target level, with the payout level determined accordingly in all cases. The payout in respect of PRPU and PRSU awards granted in 2022 also includes any unvested dividend amounts paid at 1.933 times, respectively, the payout level and interest on unpaid distributions from the date that the applicable dividend was paid to holders of our common stock until December 31, 2022 at 6% per annum, compounded quarterly, less any distributions received to pay related taxes on the income allocations. For purposes of the table above, the first Tranche-specific common stock price milestone has been assumed to have been achieved and the values shown (based on the closing price of our common stock on December 29, 2023) include the potential payout in connection with such qualifying termination; but otherwise, no additional value has been assigned to Stock Price PRPUs in the table above because no stock price milestones have been met or would be met. These assumptions and values are not necessarily indicative of future payouts for the awards, which are not now known but will ultimately be based on our actual performance through the relevant period (which may be higher or lower than the amount assumed for this calculation). The scheduled vesting dates for outstanding PIPR, RSU, PRSU and Stock Price PRPU awards are set forth in footnotes (3) and (4) to the “Outstanding Equity Awards at 2023 Fiscal Year-End” table above.

  80. Potential Payments Upon Termination or Change in Control

    | (4) Pursuant to their retention agreements, in the event of an involuntary termination without “cause” or resignation for “good reason,” or upon termination due to death or disability, each NEO is entitled to a pro-rated portion of the average annual bonus (or, to the extent applicable, cash distributions, special retention awards (in the case of Mr. Orszag) and including any bonuses paid in the form of equity awards or LFI awards based on the grant date value of such awards in accordance with our normal valuation methodology, or at the target level, in the case of PRPUs or PRSUs) paid or payable to the executive for our two completed fiscal years immediately preceding the fiscal year in which the termination occurs. Assuming a qualifying termination on December 31, 2023, all NEOs would have received a pro-rated annual bonus equal to the average of such NEO’s full annual incentive compensation in respect of 2022 and 2021. |

  81. Potential Payments Upon Termination or Change in Control

    | (5) Each of the NEOs is entitled to three months’ notice (or, if the Company elects, base salary in lieu of such notice period) following a termination by the Company other than for cause. In addition, for each NEO party to a retention agreement as of December 31, 2023, this notice period or salary in lieu thereof applies upon a resignation for good reason solely due to a failure by the Company to continue, following the expiration of the retention agreement, the executive’s employment pursuant to an agreement having terms and conditions that are reasonable at the time of such expiration, except in the event that the executive rejects an offer of continued employment consistent with the foregoing. |

  82. Potential Payments Upon Termination or Change in Control

    None of the NEOs is entitled to an excise tax gross-up payment with respect to Section 280G of the Internal Revenue Code. Instead, each NEO party to a retention agreement as of December 31, 2023 would be subject to a “best net” approach, whereby change-in-control payments are limited to the threshold amount under Section 280G if it would be more favorable to such NEO on a net after-tax basis than receiving the full payments and paying the excise taxes. These potential reductions are not reflected in the amounts set forth above.

  83. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our CEO to the median annual total compensation of all our employees (excluding our CEO). The employee who received this median annual total compensation is referred to below as our median employee. SEC rules permit the identification of our median employee once every three years provided there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact our pay ratio disclosure. Accordingly, we have calculated our disclosure based on the median employee identified as of December 31, 2021. For details on our process for identifying the median employee, please see “CEO Pay Ratio” in our annual Proxy Statement filed with the SEC on April 6, 2022. We determined the annual total compensation for 2023 for the median employee identified as of December 31, 2021 in accordance with the requirements for determining total compensation in the Summary Compensation Table. For 2023, given that Messrs. Orszag and Jacobs each served in the capacity of CEO for a portion of 2023, in accordance with Item 402(u) of Regulation S-K, we have combined their respective annual total compensation for 2023 for the period during which such NEO served in such capacity: (i) for Mr. Jacobs, this consisted of his base salary earned during his service as CEO and all other compensation reflected in the Summary Compensation Table, and (ii) for Mr. Orszag, this consisted of his base salary earned and annual cash bonus, in each case, following Mr. Jacobs’ transition to Executive Chairman. Such combined annual total compensation for 2023 was $ 13,166,275. The 2023 median annual total compensation for our median employee, determined in accordance with the requirements for determining total compensation in the Summary Compensation Table, was $230,773. Based on this information, the ratio of our CEO’s annual total compensation to the median annual total compensation of our median employee for 2023 is 57 to 1. We believe that this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u).

  84. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation disclosed in the Summary Compensation Table and executive compensation “actually paid” (as defined in Item 402(v) of Regulation S-K) and certain measures of our financial performance with respect to the individuals serving as our CEO (our “PEO”) and, on average, our other NEOs during 2023, 2022, 2021 and 2020. The values shown below are disclosed in the manner required by SEC rules, but in certain cases, particularly with respect to the valuation of equity awards, the values shown may not correspond to the actual economic benefit that will be received by the applicable executive upon receipt of the applicable compensation. In addition, our performance-based long-term incentive awards granted in 2023, 2022, 2021 and 2020 in respect of 2022, 2021, 2020 and 2019 performance, respectively, which are included in this disclosure, are based on three-year forward-looking performance metrics, or the achievement of the Minimum Value Condition, and could result in zero payment to the applicable executive. For further information concerning our executive compensation, see “Compensation Discussion and Analysis.”

  85. Pay Versus Performance

    | | Summary Compensation Table Total for PEO | | Compensation “Actually Paid” to PEO | | Average Summary Compensation Table Total for Non- PEO NEOs (4) | Average Compensation “Actually Paid” to Non- PEO NEOs (3)(5) | Value of Initial fixed $100 Investment Based On: | | | | | Year | Peter R. Orszag (1) | Kenneth M. Jacobs (2) | Peter R. Orszag (3) | Kenneth M. Jacobs (3) | | | Total Shareholder Return (6) | Peer Group Total Shareholder Return (7) | Net Income US GAAP (millions) (8) | Share Price (9) | | 2023 | $30,834,841 | $10,883,187 | $34,445,932 | $11,846,936 | $12,107,938 | $13,125,354 | $106.83 | $112.10 | $(75) | $34.80 | | 2022 | — | $10,888,560 | — | $16,756,607 | $6,345,221 | $8,782,919 | $83.86 | $89.43 | $358 | $34.67 | | 2021 | — | $11,777,331 | — | $26,276,748 | $7,916,113 | $14,177,208 | $107.44 | $134.87 | $528 | $43.63 | | 2020 | — | $10,038,325 | — | $14,278,964 | $6,907,889 | $8,532,708 | $112.02 | $98.24 | $402 | $42.30 |

  86. Pay Versus Performance

    | (1) Reflects amounts of total compensation reported for Mr. Orszag in the Summary Compensation Table for 2023. |

  87. Pay Versus Performance

    | (2) Reflects amounts of total compensation reported for Mr. Jacobs in the Summary Compensation Table for each applicable year. |

  88. Pay Versus Performance

    | (3) Represents the amount of compensation “actually paid” to our NEOs, as computed in accordance with Item 402(v) of Regulation S-K and shown in the table below. The dollar amounts do not in all cases reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year, and are not indicative of future amounts that may be paid or become payable to our NEOs pursuant to certain awards. In particular, grants of performance-based awards to our NEOs are based on three-year forward-looking performance metrics and could result in zero payment. The table below sets forth the adjustments made during each year in the table to calculate the compensation “actually paid” to our NEOs during each year in the table, even though many of these amounts were not actually paid: |

  89. Pay Versus Performance

    | Adjustments to Determine Compensation “Actually Paid” | PEOs | | | | | Non-PEO NEOs (Average) | | | | | Year | 2023 (Orszag) | 2023 (Jacobs) | 2022 (Jacobs) | 2021 (Jacobs) | 2020 (Jacobs) | 2023 | 2022 | 2021 | 2020 | | Changes in performance award estimates during year at end of covered year fair value | $0 | $1,145,825 | $9,885,195 | $11,937,874 | $2,746,751 | $309,050 | $3,896,661 | $4,991,563 | $1,061,318 | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | (25,799,438) | (7,907,734) | (9,750,997) | (7,676,604) | (6,930,509) | (7,605,559) | (4,769,405) | (4,185,435) | (3,750,584) | | Fair value of awards granted during year that remain outstanding as of covered year end | 28,980,885 | 7,656,905 | 10,923,318 | 7,961,443 | 6,835,172 | 8,219,409 | 5,313,810 | 4,317,322 | 3,723,016 | | Change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | 128,020 | 833,794 | (3,258,154) | (563,308) | (288,670) | 174,035 | (1,204,694) | (265,914) | (318,139) | | Change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested at the end of the covered year | (729,998) | (2,807,722) | (4,379,578) | 536,540 | 923,167 | (703,195) | (1,768,681) | 357,053 | 446,507 | | Value of dividends or other earnings paid or earned during covered year based on actual performance or performance estimates at the end of the covered year | 1,031,622 | 2,042,682 | 2,448,263 | 2,303,472 | 965,483 | 623,677 | 970,007 | 1,046,505 | 468,808 | | Total Equity Award Adjustments | $3,611,090 | $963,750 | $5,868,047 | $14,499,417 | $4,251,394 | $1,017,416 | $2,437,698 | $6,261,094 | $1,630,926 | | Changes in Pension Value Reflected in Summary Compensation Table | - | - | - | - | (10,755) | - | - | - | (6,107) | | Total Adjustments | $3,611,090 | $963,750 | $5,868,047 | $14,499,417 | $4,240,639 | $1,017,416 | $2,437,698 | $6,261,094 | $1,624,819 |

  90. Pay Versus Performance

    | (4) Reflects the average of the amounts reported for our NEOs as a group (excluding Mr. Orszag in 2023 and Mr. Jacobs in each year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mses. Betsch and Soto and Messrs. Russo and Hoffman, (ii) for 2022, Ms. Betsch and Messrs. Orszag, Russo, Bhutani and Stern; and (iii) for each of 2021 and 2020, Messrs. Orszag, Russo, Bhutani and Stern. |

  91. Pay Versus Performance

    | (5) Represents the average amount of compensation “actually paid” to the NEOs as a group (excluding Mr. Orszag in 2023 and Mr. Jacobs in each year), as computed in accordance with Item 402(v) of Regulation S-K, in accordance with the methodology reflected in footnote (2) to this Pay Versus Performance table. |

  92. Pay Versus Performance

    | (6) Cumulative TSR is calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period, plus the amount of dividends paid on our common stock during the measurement period (assuming the reinvestment of such dividends when they are paid). |

  93. Pay Versus Performance

    | (7) Represents the weighted peer group TSR (including dividends), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P Financial Index. |

  94. Pay Versus Performance

    | (8) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |

  95. Pay Versus Performance

    | (9) To comply with the SEC’s requirements, we have chosen our closing share price at the last trading day of each calendar year as our Company Selected Measure, as described further below. |

  96. Pay Versus Performance

    Required Tabular Disclosure of Financial Performance Measures As described in the section titled “Compensation Discussion and Analysis,” our executive compensation program reflects a pay-for-performance philosophy and in setting our NEOs’ compensation, our Compensation Committee’s structured decision making process is based on a holistic, not formulaic, review of the Company, applicable business segment and individual performance, and considers quantitative as well as qualitative factors that account for Company performance and shareholder outcomes. This review does not assign any specific weight to any one metric. We believe this review, which includes review of individual performance, allows overall compensation in any given fiscal to be tailored to reflect the particular circumstances, including the macro environment, while appropriately incentivizing our NEOs. However, as required by the SEC’s rules, certain specific quantitative financial performance measures that were used by the Compensation Committee to link NEO compensation “actually paid” in 2023 to performance have been included below:

  97. Pay Versus Performance

    | • | Share price |

  98. Pay Versus Performance

    | • | Operating revenue |

  99. Pay Versus Performance

    | • | Operating margin |

  100. Pay Versus Performance

    | • | Return of capital |

  101. Pay Versus Performance

    For more information on these metrics (other than share price, which is discussed below) and the adjustments used in their calculation, please see the Endnotes to the section titled “Compensation Discussion and Analysis,” which are located on page 43 of this Proxy Statement. Pay Versus Performance Descriptive Disclosure We chose share price as our Company Selected Measure, as required by the SEC’s rules, for evaluating Pay Versus Performance because it is an important measure of company performance and shareholder value. It is also the key performance metric in the Stock Price PRPUs as discussed above under “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management.” While the Compensation Committee has not historically and does not currently evaluate compensation “actually paid” as calculated pursuant to Item 402(v)(2) of Regulation S-K as part of its executive compensation determinations, share price is one measure, among many others, that our Committee takes into account with the intent of linking compensation to Company performance and shareholder outcomes. As noted above, our Committee’s structured decision making process is holistic, not formulaic. For 2020 to 2021, our TSR showed an inverse correlation to compensation “actually paid” due to the timing of changes to performance award estimates as we navigated the challenges of the pandemic. For 2021 to 2022, our TSR showed a more direct correlation to compensation “actually paid” due to both our record performance for 2021, which more than offset the prior inverse correlation, and the change in 2022 of the mix of cash and equity-based compensation for certain of our NEOs as the value of the shares underlying equity-based awards decreased at a slower pace than the S&P Financial Index. For 2022 to 2023, our TSR continued showing a direct correlation to compensation “actually paid” as we continued our compensation practice of having equity-based compensation make up a significant proportion of our NEOs’ total compensation mix. Net Income also showed an inverse correlation to compensation “actually paid” in 2020 to 2021 as we navigated the challenges of the pandemic and a more direct correlation in 2021 to 2022 as we posted record results for 2021 and the change in the mix of cash and equity-based compensation for certain of our NEOs in 2022 as the value underlying equity-based awards decreased. In light of challenging macroeconomic conditions, Net Income showed an inverse correlation to compensation “actually paid” in 2022 to 2023. Share price was positively correlated with compensation “actually paid” for 2020 to 2021 and 2021 to 2022. For 2022 to 2023, while share price remained relatively flat, compensation “actually paid” generally increased, reflecting the impact of our management transition, including special grants to certain of our NEOs during 2023.