DEF 14A of Lazard, Inc.
Filed Mar 25, 2025 · FY20240001140361-25-010240
Information About the Director Nominees and Continuing Directors
Information About the Director Nominees and Continuing Directors
Nominees for Election as Directors for Three-Year Terms Expiring in 2028
Nominees for Election as Directors for Three-Year Terms Expiring in 2028
Nominees for Election as Directors for Three-Year Terms Expiring in 2028
| Peter Harrison Age: 59 years Independent Director Director since March 2025 Committees: • Audit • Workplace and Culture | Mr. Harrison served as Chief Executive Officer of Schroders (“Schroders”) plc from April 2016 to November 2024. He was appointed to the Board of Schroders in May 2014. Previously he was Global Head of Investment. Before joining Schroders, Mr. Harrison was Chairman and CEO of RWC Partners. From 2004 to 2006, he was Global Chief Investment Officer of Deutsche Bank’s various asset management businesses. Peter began his career at Schroders, and later spent time at Newton Investment Management and Flemings/JP Morgan as a Portfolio Manager. Mr. Harrison is a member of the UK Treasury’s Asset Management Taskforce, the board of the UK Investment Association (which he previously chaired) and the UK Capital Markets Industry Taskforce. He is currently serving a three-year term (concluding in 2027) as Chair of Business in the Community, the King’s responsible business charity. He also serves on the Board of Directors of FCLT Global (the non-profit association dedicated to focusing capital on the long term), and he sits on the advisory boards of venture capital firm Antler and the Harvard University Impact Board. Qualifications: Mr. Harrison was selected to be a director of Lazard because of his extensive experience within the financial services and investment management industry. |
Nominees for Election as Directors for Three-Year Terms Expiring in 2028
| Dan Schulman Age: 67 years Lead 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, Verizon Communications Inc., where he serves as Lead Independent Director and chairs the Human Resources Committee, and JUST Capital where he serves as Chairman of its Board of Directors. He is on the board of The Economic Club of New York and 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. |
Nominees for Election as Directors for Three-Year Terms Expiring in 2028
| Proxy Summary | Governance | Executive Compensation | Audit Matters | Shareholder Proposals | General Information |
Directors Continuing in Office
Directors Continuing in Office
(Terms Expiring in 2026)
(Terms Expiring in 2026)
(Terms Expiring in 2026)
| Michelle Jarrard Age: 57 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. |
(Terms Expiring in 2026)
| Iris Knobloch Age: 62 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. |
(Terms Expiring in 2026)
| Proxy Summary | Governance | Executive Compensation | Audit Matters | Shareholder Proposals | General Information |
(Terms Expiring in 2026)
| Peter R. Orszag Age: 56 years CEO and Chairman Director since October 2023 | Mr. Orszag is CEO and Chairman of Lazard. He has led the firm and been a Board Director since 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 and the Mt. Sinai Medical Center and is a member of the National Academy of Medicine. Qualifications: Mr. Orszag was selected as CEO and Chairman of Lazard based on his vision, intellect and dynamism, his successful career in prior senior leadership roles at Lazard and elsewhere, and his proven abilities in leading large organizations and in attracting and motivating top talent. |
Directors Continuing in Office
Directors Continuing in Office
(Terms Expiring in 2027)
(Terms Expiring in 2027)
(Terms Expiring in 2027)
| Ann-Kristin Achleitner Age: 59 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 European School of Management and Technology (ESMT) in Berlin and 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 Linde board of directors and is a member of the Supervisory Board of Deutsche Post (DHL Group). Dr. Achleitner is also a member of several boards of nonpublic institutions and foundations such as the Institute for Advanced Studies (Princeton) and the German National Academy of Science and Engineering (acatech), where she is Vice President. Previously, Dr. Achleitner served as a member of the Supervisory Board of MunichRE from 2013 until 2024, 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 and various World Economic Forum groupings. 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. |
(Terms Expiring in 2027)
| Proxy Summary | Governance | Executive Compensation | Audit Matters | Shareholder Proposals | General Information |
(Terms Expiring in 2027)
| Andrew M. Alper Age: 67 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. |
(Terms Expiring in 2027)
| Stephen R. Howe Jr. Age: 63 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. |
(Terms Expiring in 2027)
| Proxy Summary | Governance | Executive Compensation | Audit Matters | Shareholder Proposals | General Information |
Director Compensation for 2024
Director Compensation for 2024 Non-Employee Director Compensation. Directors who are officers of the Company do not receive any fees for their services as directors. In 2024, our directors’ compensation program provided that each of our non-employee directors would receive:
Director Compensation for 2024
| • | an annual cash retainer of $126,000; |
Director Compensation for 2024
| • | an annual award of deferred stock units (“DSUs”) with a grant date value of $154,000; and |
Director Compensation for 2024
| • | annual retainers, payable 45% in cash and 55% in DSUs, in the amounts of: |
Director Compensation for 2024
| ○ | $20,000 for the chair of each committee ($30,000 in the case of the Audit Committee); |
Director Compensation for 2024
| ○ | $50,000 for the Lead Independent Director; and |
Director Compensation for 2024
| ○ | $15,000 for non-chair members of each committee ($20,000 in the case of the Audit Committee). |
Director Compensation for 2024
Cash compensation is paid out on a quarterly basis (on or about the 15th of February, May, August, and November), and the DSUs 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 or about June 1st of each year, except for initial prorated 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 cash payment dates noted above, with the number of DSUs determined 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. 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.
Director Compensation for 2024
| Proxy Summary | Governance | Executive Compensation | Audit Matters | Shareholder Proposals | General Information |
Director Compensation for 2024
The table below sets forth the compensation paid to our non-employee directors during 2024.
Director Compensation for 2024
| Directors (1) | Fees Earned or Paid in Cash | Stock Awards (2) | Total | | Ann-Kristin Achleitner | $141,750 | $173,271 | $315,021 | | Andrew M. Alper(3) | $144,110 | $176,006 | $320,116 | | Stephen R. Howe Jr. | $115,406 | $237,920 | $353,326 | | Michelle Jarrard | $141,750 | $173,271 | $315,021 | | Iris Knobloch | $141,750 | $173,271 | $315,021 | | Jane L. Mendillo(3) | $141,847 | $173,271 | $315,118 | | Richard D. Parsons(3)(4) | $174,507 | $206,259 | $380,766 | | Dan Schulman | $115,781 | $238,403 | $354,184 |
Director Compensation for 2024
| (1) Excludes Peter Harrison, who joined the Board in March 2025. |
Director Compensation for 2024
| (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 2024 Annual Report. The number of and grant date fair value of the DSUs granted on June 3, 2024 (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, 4,307, valued at $173,271; Mr. Alper, 4,375, valued at $176,006; Mr. Howe, 4,444, valued at $178,782; Ms. Jarrard, 4,307, valued at $173,271; Ms. Knobloch, 4,307, valued at $173,271; Ms. Mendillo, 4,307, valued at $173,271; Mr. Parsons, 5,127, valued at $206,259; and Mr. Schulman, 4,444, valued at $178,782. The number of and grant date fair value of the DSUs granted on June 11, 2024 to each of Messrs. Howe and Schulman, both of whom joined the Board in February 2024 (based on the NYSE closing price of our common stock on the trading day immediately preceding June 3, 2024, the date of grant of the annual awards), were as follows: Mr. Howe, 1,470, valued at $59,138; and Mr. Schulman, 1,482, valued at $59,621. The total number of DSUs held by each of the non-employee directors as of December 31, 2024 was as follows: Dr. Achleitner, 19,267; Mr. Alper, 91,266; Mr. Howe, 5,914; Ms. Jarrard, 39,387; Ms. Knobloch, 34,158; Ms. Mendillo, 73,254; and Mr. Schulman, 5,926. |
Director Compensation for 2024
| (3) Each of Messrs. Alper 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, 3,306, valued at $144,110; Ms. Mendillo, 3,254, valued at $141,847; and Mr. Parsons, 4,022, valued at $174,507. 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. |
Director Compensation for 2024
| (4) Mr. Parsons resigned from our Board on December 3, 2024. |
Director Compensation for 2024
| Proxy Summary | Governance | Executive Compensation | Audit Matters | Shareholder Proposals | General Information |
Selected 2024 Compensation Program Highlights
| • | Performance-based compensation represented approximately 94% of 2024 total compensation (comprising salary, annual cash incentive bonuses and long-term equity-based incentive awards) for our CEO, Mr. Orszag, and an average of approximately 90% of 2024 total compensation for our other NEOs. |
We Align Compensation with Long-Term Shareholder Interests
We Align Compensation with Long-Term Shareholder Interests
We Align Compensation with Long-Term Shareholder Interests
| • | We grant a substantial portion of compensation in the form of at-risk, forward-looking, long-term incentive awards, including those subject to performance-based vesting criteria and multi-year vesting periods, thereby helping to retain our executives and giving shareholders the stability of highly productive, experienced management who help to advance our strong firm culture. |
We Align Compensation with Long-Term Shareholder Interests
| • | The value of equity-based awards fluctuates based on our ability to achieve growth and deliver operating performance that produces value for our shareholders. |
Executive Compensation Practices
| What We Do | What We Do Not Do | | ✔ Engage in Significant Shareholder Outreach ✔ Apply Multi-Year Vesting to Equity Awards ✔ Aim to Offset Most or All Equity Award Dilution over the Long Term ✔ Mitigate Undue Risk ✔ Employ Robust Stock Ownership Guidelines ✔ Employ Clawback and Anti-Hedging Policies ✔ Utilize Independent Compensation Consultant | ✘ Single-Trigger Vesting ✘ Excise Tax Gross-Ups Upon Change in Control ✘ Enhanced Change in Control Severance ✘ Guaranteed Bonuses ✘ Hedging Transactions or Short Sales |
Compensation Program Design—Performance-Based Incentive Compensation
Compensation Program Design—Performance-Based Incentive Compensation 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. 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 incentives delivered in the form of equity 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. Annual Cash Incentive Bonuses Year-end annual cash incentive bonuses are paid in a lump sum shortly following the applicable year. Long-term Equity-based Incentive Awards 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 certain economic appreciation in the assets of Lazard Group to satisfy partnership tax rules before the fifth anniversary of the grant date, is achieved. If both conditions are not satisfied, the PIPRs will be forfeited. In early 2025 and 2024, our NEOs received long-term incentive compensation awards in respect of 2024 and 2023 compensation, respectively, in the form of PIPRs or RSUs. Stock Price PRPUs—Retention through 2030 and Alignment with the Lazard 2030 Strategic Plan The Stock Price PRPUs are designed to incentivize the Company’s key executives to drive long-term growth consistent with the Lazard 2030 Strategic Plan. As described below, the Stock Price PRPUs include rigorous stock price hurdles and multi-year continued service periods extending to 2030 that both must be achieved for the awards to vest. If either requirement is not satisfied – i.e., if the stock price does not appreciate sufficiently or if the executive departs the firm before the applicable grant date anniversary – the awards will be forfeited. We believe that the design of these awards directly aligns the interests of the Company’s top executives with the Lazard 2030 Strategic Plan and the interests of our shareholders. The Compensation Committee has no plans to grant additional Stock Price PRPUs (or other special one-time awards) to NEOs; but, in any event, does not intend to do so prior to 2030. As background, in 2023, the Compensation Committee met several times to evaluate various alternative long-term incentive compensation programs. The Compensation Committee assessed the historical PRPU program in detail. Under that program, which applied to awards granted in early 2022 and 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. While the PRPU program was effective in motivating the achievement of specific financial performance objectives, the Compensation Committee decided to simplify the long-term incentive compensation program and focus on stock price growth while also maintaining appropriate incentives to ensure the executive’s retention and continued dedication to the Company consistent with the Lazard 2030 Strategic Plan. As such, in mid-2023, the Compensation Committee approved the Stock Price PRPUs, one-time special awards of Stock PRPUs for Messrs. Orszag and Russo that vest upon achievement of certain stock price milestones. Vesting is also subject to the executive’s continued service with the Company through the applicable anniversary of the grant date, thereby incentivizing the executive’s long-term performance and retention with the Company during the time horizon of the Lazard 2030 Strategic Plan.
Compensation Program Design—Performance-Based Incentive Compensation
For a tranche to vest, the applicable stock price milestone must be sustained for any 30 consecutive trading day period, which is approximately six calendar weeks, prior to the applicable anniversary of the grant date. If the vesting conditions applicable to a tranche are not achieved during the applicable timeframe, all Stock Price PRPUs in that tranche are forfeited. In 2024, the stock price milestones were achieved on the first two tranches. However, each tranche remains subject to the service-based vesting condition described above, requiring the executive’s continued service through August 2026 and 2028, respectively, in order to earn the tranche.
2024 Compensation for Each of Our NEOs—Compensation Process
We chose this peer group, which is unchanged from 2023, because we compete in the same marketplace with these companies, among other, larger financial services firms and private companies, including hedge funds and private equity funds, 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 peer group is appropriate in terms of size and represents a reasonable mix of firms in each of Lazard’s businesses. Due to limited standalone public company comparators, the analysis that CAP prepared for the Compensation Committee in 2024 continued to include subsidiary businesses of larger financial services firms that are similar to Lazard in terms of complexity to provide 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, which was calculated with respect to 2024 base salary and annual cash incentive bonuses, PIPRs and RSUs, to the total direct compensation for the appropriate NEOs in the peer group described above, or an appropriate subset of that peer group, calculated based on compensation levels for 2023 (as reported in 2024). CAP constructed a compensation reference range for each individual NEO based on the peer group data (or subset thereof). Although the Compensation Committee considered the level of compensation paid by the firms in the peer group in connection with its compensation decisions, the Committee did not target compensation at a particular level relative to the peer group (or relevant subset thereof). This information was only one of several data points that the Committee considered. See “Awarded Compensation Table” below for a table describing the compensation paid to each of our NEOs for 2024, 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).
2024 Individual Performance Considerations and Total Incentive Compensation for Other NEOs
| Name of Executive (Position) | Individual Performance Considerations | 2024 Total Incentive Compensation | | Kenneth M. Jacobs (former Executive Chairman) | • Leadership on important individual Financial Advisory transactions • Implementation of the Company’s leadership succession plan • Strategic advisor to the CEO and Board on business and governance issues | Approximately $10.25 million, consisting of $7.48 million in the form of PIPRs (68% of total compensation) and $2.77 million in the form of an annual cash incentive bonus (25% of total compensation) | | Mary Ann Betsch (Chief Financial Officer) | • Improved performance and efficiency of global corporate finance, accounting, and tax operations • Drove cost discipline throughout the Company, including significant progress toward achieving margin targets | Approximately $3.5 million, consisting of $2.675 million in the form of PIPRs (63% of total compensation) and $825 thousand in the form of an annual cash incentive bonus (19% of total compensation) | | Evan L. Russo (Chief Executive Officer of Asset Management) | • Leadership of the Asset Management business, including implementation of operational improvements and strategic plan • Navigated a challenging market environment while continuing to deliver a durable source of revenue to the Company | Approximately $6.25 million, consisting of $4.76 million in the form of PIPRs (68% of total compensation) and $1.49 million in the form of an annual cash incentive bonus (21% of total compensation) |
Awarded Compensation
| • | by showing the notional value of PIPRs and the grant date fair value of RSUs granted in March 2025, as applicable, which related, in each case, to 2024 performance but are not reflected in the Summary Compensation Table for 2024 because they were granted after the end of our 2024 fiscal year; |
Awarded Compensation
| • | by excluding the grant date fair value, as determined for accounting purposes, of PIPRs and RSUs granted in 2024 that related to 2023 performance, which, in each case, are included in the Summary Compensation Table for 2024 because they were granted after the end of our 2023 fiscal year; |
Awarded Compensation
| • | by excluding the one-time Stock Price PRPUs that were granted in 2023 in respect of special long-term stock-price milestones to be achieved in future years; |
2024 Summary Compensation Table
2024 Summary Compensation Table The following table contains information with respect to the compensation payable to our NEOs in the manner required by SEC rules. We believe that the presentation of this information in the Awarded Compensation Table under “Compensation Discussion and Analysis—2024 Compensation for Each of Our NEOs—Compensation Process” above is more reflective of the way in which the Compensation Committee views 2024 compensation:
2024 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 | 2024 | $900,000 | $3,900,000 | $6,435,562 | — | $6,435,562 | — | $160,194 | $11,395,756 | | | 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 | | Kenneth M. Jacobs former Executive Chairman | 2024 | $750,000 | $2,770,000 | $5,961,367 | — | $5,961,367 | — | $227,590 | $9,708,957 | | | 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 | | Mary Ann Betsch Chief Financial Officer | 2024 | $750,000 | $825,000 | $2,209,018 | — | $2,209,018 | — | $36,987 | $3,821,005 | | | 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 | 2024 | $750,000 | $1,490,000 | $6,096,846 | — | $6,096,846 | — | $186,858 | $8,523,704 | | | 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 | | Alexandra Soto Chief Operating Officer | 2024 | $750,000 | $1,730,000 | $3,413,282 | — | $3,413,282 | — | $52,342 | $5,945,624 | | | 2023 | $750,000 | $800,000 | $3,995,793 | — | $3,995,793 | — | $91,199 | $5,636,992 |
2024 Summary Compensation Table
| (1) For 2024, includes a year-end annual cash incentive bonus. For 2023, includes a year-end annual cash incentive bonus, which is subject to potential 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. For Mr. Orszag, for 2023 and 2022, includes special cash retention awards of $2,000,000 and $1,250,000, respectively, that were payable contingent upon Mr. Orszag’s continued employment until the relevant payment date. 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. |
2024 Summary Compensation Table
| (2) For 2024, represents the grant date fair value of PIPRs and RSUs that relate to the prior year’s performance. For 2023, represents the grant date fair value of PIPRs, RSUs and LFIs that relate to the prior year’s performance. For 2022, represents the grant date fair value of PRUs granted 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. See Note 16 of Notes to the Consolidated Financial Statements contained in our 2024 Annual Report for a discussion of the assumptions used in the valuation of the PIPRs, RSUs, Stock Price PRPUs, PRUs and LFIs. |
2024 Summary Compensation Table
| (3) For 2023, represents for Messrs. Orszag and Russo, the grant date fair value of the Stock Price PRPUs as well as, for Mr. Orszag, a special grant of RSUs with a grant date fair value of $2,000,000. For 2022, represents for Mr. Orszag a special RSU grant with a grant date fair value of $2,500,000. |
2024 Summary Compensation Table
| (4) Reflects the total of the previous two columns (Annual Grants and Special Grants). |
2024 Summary Compensation Table
| (5) Represents the aggregate change in actuarial present value of the accumulated benefits of Mr. Jacobs in 2023 under the Lazard Frères & Co. LLC Employees’ Pension Plan. |
2024 Summary Compensation Table
| (6) For 2024, the items comprising “All Other Compensation” represent: |
2024 Summary Compensation Table
| | Life and Long- term Disability Insurance Premiums | Matching Contributions to 401(k) Plan | Payment in Lieu of Pension | Interest Accrued on Capital Accounts in Lazard Group | Other Benefits(a) | Total | | Peter R. Orszag | $2,914 | $13,800 | — | $106,826 | $36,654 | $160,194 | | Kenneth M. Jacobs | $2,914 | $13,800 | — | $169,501 | $41,375 | $227,590 | | Mary Ann Betsch | $2,914 | $13,800 | — | $3,585 | $16,688 | $36,987 | | Evan L. Russo | $2,914 | $13,800 | — | $150,635 | $19,509 | $186,858 | | Alexandra Soto | $2,876 | — | $47,327 | — | $2,139 | $52,342 |
2024 Summary Compensation Table
| (a) Amount reported consists of: (1) for Mr. Orszag, $11,654 for tax preparation services, $8,500 for access to an executive dining room, and $16,500 for supplemental private medical coverage provided by the Company; (2) for Mr. Jacobs, $13,965 for tax preparation services, $8,500 for access to an executive dining room, and $18,910 for supplemental private medical coverage provided by the Company; (3) for Ms. Betsch, $8,188 for tax preparation services and $8,500 for access to an executive dining room; (4) for Mr. Russo, $19,509 for tax preparation services, and (5) for Ms. Soto, $2,139 for tax preparation services. |
2024 Summary Compensation Table
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2024 Grants of Plan Based Awards Table
2024 Grants of Plan Based Awards Table The following table provides information about awards granted to each of our NEOs during fiscal year 2024 in respect of 2023 performance.
2024 Grants of Plan Based Awards Table
| Named Executive Officer | Grant Date | Estimated Future Payouts under Equity Incentive Plan Awards | | All Other Stock Awards | | | | | Target Number | Grant Date Fair Value of PIPRs (1) | Number of RSUs | Grant Date Fair Value of RSUs (1) | | Peter R. Orszag | March 12, 2024 | 168,206 | $6,435,562 | — | — | | Kenneth M. Jacobs | March 12, 2024 | 155,812 | $5,961,367 | — | — | | Mary Ann Betsch | March 12, 2024 | 57,737 | $2,209,018 | — | — | | Evan L. Russo | March 12, 2024 | 159,353 | $6,096,846 | — | — | | Alexandra Soto | February 8, 2024 | — | — | 87,408 | $3,413,282 |
2024 Grants of Plan Based Awards Table
| (1) Amounts represent the grant date fair value of awards made in 2024, as computed in accordance with FASB ASC Topic 718, as set forth in footnote (2) to the “Summary Compensation Table” above. |
2024 Grants of Plan Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The PIPRs and RSUs included in the table above are subject to service-based conditions and represent a contingent right to receive a number of shares of our common stock. Assuming satisfaction of the applicable vesting criteria, the PIPRs or RSUs granted on March 12, 2024 and February 8, 2024 will vest on or around March 12, 2027 and March 1, 2027, respectively. Vesting of the PIPRs are subject to the achievement of the Minimum Value Condition within five years following the grant date. In addition, on March 11, 2024, the PIPRs and PRPUs granted in February 2021 in respect of 2020 compensation, for which the Minimum Value Condition was achieved on February 22, 2024 and other vesting conditions were satisfied, were exchanged on a one-for-one basis for shares of our common stock. Each of our NEOs sign award agreements in connection with the grant of such award. These agreements generally provide that unvested awards are forfeited on termination of employment, except in cases such as death, disability, a termination by the Company other than for “cause” (which includes for these purposes a resignation for “good reason”) or a qualifying retirement pursuant to our Deferred Compensation Retirement Policy. See “Deferred Compensation Retirement Policy” and “Potential Payments Upon Termination or Change in Control” below. In the event we declare cash dividends on our common stock, subject to satisfying any relevant performance or other vesting criteria, our NEOs who received PRPUs or Stock Price PRPUs will be allocated income in respect of such dividends on a pro rata basis as if such profit interests were exchanged for our common stock, based on the extent to which the relevant vesting conditions are actually achieved. PIPRs and RSUs also accrue dividends or dividend equivalents in the event we declare cash dividends on our common stock during the relevant vesting period, which dividends are retained by Lazard until the vesting criteria have been satisfied. In addition, from the date that the applicable dividend is paid to holders of our common stock until the time of payment of the PRPUs or Stock Price PRPUs holder, unpaid distributions are credited with interest at a rate of 6% per annum, compounded quarterly. Holders of RSUs and PRSUs also receive dividend equivalents at the same rate that dividends are paid on shares of our common stock, which remain subject to the same restrictions as the underlying RSUs or PRSUs, as applicable, to which they relate. The holders of PIPRs, PRPUs and Stock Price PRPUs receive distributions necessary to pay related taxes on the income allocations, but otherwise are not entitled to any amounts in respect of such allocations until applicable vesting conditions in respect of such PIPRs, PRPUs and Stock Price PRPUs have been satisfied. In addition, the PIPRs, PRPUs, Stock Price PRPUs, RSUs, and LFI award agreements contain standard covenants including, among others, noncompetition and nonsolicitation of our clients and employees.
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at 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 by our NEOs as of December 31, 2024. 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 31, 2024 ($51.48). The table does not include PIPRs that relate to 2024 performance, which were granted in early 2025.
2024 Outstanding Equity Awards at 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 | | Peter R. Orszag | 1,119,575 | $57,635,721 | 758,154 | $39,029,768 | | Kenneth M. Jacobs | 375,838 | $19,348,140 | 488,650 | $25,155,702 | | Mary Ann Betsch | 88,040 | $4,532,299 | — | — | | Evan L. Russo | 958,299 | $49,333,233 | 654,467 | $33,691,961 | | Alexandra Soto | 152,984 | $7,875,616 | 110,638 | $5,695,644 |
2024 Outstanding Equity Awards at Fiscal Year-End
| (1) Mr. Jacobs and Ms. Soto became eligible for retirement under the Deferred Compensation Retirement Policy on March 31, 2016 and October 21, 2024, respectively. Under the Deferred Compensation Retirement Policy, Mr. Jacobs’ PRPUs and Ms. Soto’s PRSUs are no longer subject to a service-based vesting condition but remain subject to compliance with restrictive covenants until the original vesting dates. Ms. Betsch and Messrs. Orszag and Russo will become retirement-eligible on December 20, 2035; December 16, 2027; and August 2, 2030, respectively. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (2) Includes the following PIPRs granted in March 2023 (relating to 2022 performance), which will vest on March 10, 2026: for Mr. Orszag, 138,340; for Ms. Betsch, 30,303; for Mr. Jacobs, 220,026; and for Mr. Russo, 198,946. Also includes the following PIPRs granted in March 2024 (relating to 2023 performance), which will vest on March 15, 2027: for Mr. Orszag, 168,206; for Ms. Betsch, 57,737; for Mr. Jacobs, 155,812; and for Mr. Russo, 159,353. Also includes 63,029 RSUs granted to Mr. Orszag as a special retention award, which will vest on September 3, 2025, and 152,984 RSUs granted to Ms. Soto, of which 61,599 will vest on March 2, 2026 and 91,385 will vest on March 1, 2027. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (3) For Messrs. Orszag and Russo, this column includes 750,000 and 600,000 Stock Price PRPUs, respectively, representing the amounts attributable to the first two tranches of the Stock Price PRPUs. The stock price milestones were achieved for such tranches during 2024, but each tranche remains subject to continued service requirements (through August 23, 2026 and August 23, 2028, respectively). |
2024 Outstanding Equity Awards at Fiscal Year-End
| (4) With respect to PRPUs (and, in the case of Ms. Soto, PRSUs) granted in March 2022 (in respect of 2021 performance), in early 2025, the Compensation Committee determined that the underlying performance conditions achieved an aggregate score of 1.78x and the awards vested on March 13, 2025. Accordingly, this column includes the following number of PRPUs (or, in the of case of Ms. Soto, PRSUs), which in each case is equal to the product of (i) 1.78 and (ii) the original target number of shares of our common stock subject to such PRPUs or PRSUs, as applicable: for Mr. Orszag, 258,154; for Mr. Jacobs, 488,650; for Mr. Russo, 254,467; and for Ms. Soto, 110,638. For Messrs. Orszag and Russo, the amount reported also includes the final tranche of the Stock Price PRPUs, which will be earned (if at all) based on future increases to our stock price and satisfaction of continued service requirements through August 23, 2030 . See “Stock Price PRPUs—Retention through 2030 and Alignment with the Lazard 2030 Strategic Plan” above for additional information on the Stock Price PRPUs vesting conditions. |
2024 Stock Vested
2024 Stock Vested The following table sets forth certain information concerning PIPRs, PRPUs and RSUs held by our NEOs that vested in 2024. 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.
2024 Stock Vested
| Named Executive Officer | Number of Shares That Vested or Were Acquired on Vesting | Value Realized on Vesting | | Peter R. Orszag | 162,414 | $6,950,597 | | Kenneth M. Jacobs | 321,025 | $12,584,180 | | Mary Ann Betsch | — | — | | Evan L. Russo | 168,539 | $6,606,729 | | Alexandra Soto | 76,003 | $2,929,156 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control As described above, the retention agreements in effect as of December 31, 2024 with each of our current NEOs provide for certain severance benefits in the event of a termination by us other than for “cause” or by the NEO for “good reason” (each as defined in the retention agreements and, in each case, which we refer to below as a “qualifying termination”) prior to the expiration of the retention agreements. The following table shows the potential payments that would have been made by the Company to each of our NEOs as of December 31, 2024, assuming that such NEO’s employment with the Company
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
terminated, or a change in control occurred, on December 31, 2024 under the circumstances outlined in the table, including a qualifying termination of employment. For purposes of this table, the price of our common stock is assumed to be $51.48, which was the closing price on December 31, 2024 and the amounts set forth below reflect the terms of the individual agreements as in effect on December 31, 2024.
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) | — | $15,762,500 | $15,762,500 | — | — | — | $15,762,500 | $15,762,500 | — | | PIPR, RSU, PRPU and Stock Price PRPU Vesting (2) | $73,527,230 | $73,527,230 | $73,527,230 | — | — | $73,527,230 | $73,527,230 | $73,527,230 | — | | Pro-rata Annual Incentive Payment (3) | $6,981,250 | $6,981,250 | $6,981,250 | — | — | $6,981,250 | $6,981,250 | $6,981,250 | — | | Salary in Lieu of Notice (4) | — | $225,000 | — | — | — | — | $225,000 | $225,000 | — | | Kenneth M. Jacobs | | | | | | | | | | | Severance Payment (1) | — | $17,787,500 | $17,787,500 | — | — | — | $17,787,500 | $17,787,500 | — | | PIPR and PRPU Vesting (2) | $47,184,699 | $47,184,699 | $47,184,699 | $47,184,699 | — | $47,184,699 | $47,184,699 | $47,184,699 | $47,184,699 | | Pro-rata Annual Incentive Payment (3) | $8,143,750 | $8,143,750 | $8,143,750 | — | — | $8,143,750 | $8,143,750 | $8,143,750 | — | | Salary in Lieu of Notice (4) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — | | Mary Ann Betsch | | | | | | | | | | | Severance Payment (1) | — | $6,500,000 | $6,500,000 | — | — | — | $6,500,000 | $6,500,000 | — | | PIPR Vesting (2) | $4,639,598 | $4,639,598 | $4,639,598 | — | — | $4,639,598 | $4,639,598 | $4,639,598 | — | | Pro-rata Annual Incentive Payment (3) | $2,500,000 | $2,500,000 | $2,500,000 | — | — | $2,500,000 | $2,500,000 | $2,500,000 | — | | Salary in Lieu of Notice (4) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — | | Evan L. Russo | | | | | | | | | | | Severance Payment (1) | — | $17,300,000 | $17,300,000 | — | — | — | $17,300,000 | $17,300,000 | — | | PIPR, PRPU and Stock Price PRPU Vesting (2) | $64,917,159 | $64,917,159 | $64,917,159 | — | — | $64,917,159 | $64,917,159 | $64,917,159 | — | | Pro-rata Annual Incentive Payment (3) | $7,900,000 | $7,900,000 | $7,900,000 | — | — | $7,900,000 | $7,900,000 | $7,900,000 | — | | Salary in Lieu of Notice (4) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — | | Alexandra Soto | | | | | | | | | | | Severance Payment (1) | — | $10,000,000 | $10,000,000 | — | — | — | $10,000,000 | $10,000,000 | — | | RSU, PRSU and LFI Vesting (2) | $17,445,816 | $17,445,816 | $17,445,816 | $17,445,816 | — | $17,445,816 | $17,445,816 | $17,445,816 | $17,445,816 | | Pro-rata Annual Incentive Payment (3) | $4,250,000 | $4,250,000 | $4,250,000 | — | — | $4,250,000 | $4,250,000 | $4,250,000 | — | | Salary in Lieu of Notice (4) | — | $187,500 | — | — | — | — | $187,500 | $187,500 | — |
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. |
Potential Payments Upon Termination or Change in Control
| (2) Valuation of LFI awards is determined based on the dollar value of the relevant fund interest at the close of business on December 31, 2024. The table above assumes, with respect to the Stock Price PRPUs, that the first two Tranche-specific common stock price milestones have been achieved and the values shown (based on the closing price of our common stock on December 31, 2024) include the potential payout in connection with such qualifying event; 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 PRPUs and PRSUs granted in 2022 in respect of fiscal year 2021 performance, that upon a |
Potential Payments Upon Termination or Change in Control
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Potential Payments Upon Termination or Change in Control
change in control and another customary event (such as a qualifying termination), the performance conditions and the payout level would be equal to 1.78 times the target level along with any unvested dividend amounts paid at 1.78 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, 2024 at 6% per annum, compounded quarterly, less any distributions received to pay related taxes on the income allocations.
Potential Payments Upon Termination or Change in Control
| (3) 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 prorated 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 the two previously completed fiscal years. |
Potential Payments Upon Termination or Change in Control
| (4) Each of the NEOs is entitled to three months’ notice (or, if the Company elects, base salary in lieu of such notice period) upon a termination by the Company other than for cause or a resignation for good reason solely due to a failure by the Company following the expiration of the applicable retention agreement to continue, to employ the executive pursuant to an agreement having terms and conditions that are reasonable at the time of such expiration (unless rejected by the executive). |
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. As of December 31, 2024, which is the date that we used to determine our employee population for purposes of identifying our median employee, we had 3,391 full-time, part-time, temporary and seasonal employees. We did not include independent contractors in our determination. In order to identify our median employee, we ranked each of our employees (other than our CEO) based on 2024 awarded compensation. For this purpose, 2024 awarded compensation was comprised of each employee’s (i) base salary or wages during 2024, (ii) annual cash bonus (if any) paid in respect of 2024 performance, and (iii) long-term incentive awards (if any) granted in respect of 2024 performance. This same methodology was used to reflect compensation in respect of 2024 for each of our NEOs in the table under “Compensation Discussion and Analysis—Awarded Compensation Table” above and, as noted in the text preceding the Awarded Compensation Table, reflects compensation for 2024 performance in the manner it was considered by our Compensation Committee. In determining 2024 awarded compensation, we did not apply any cost-of-living adjustments or annualize any partial year compensation. We determined the annual total compensation for 2024 for the median employee identified as of December 31, 2024 in accordance with the requirements for determining total compensation in the Summary Compensation Table. The 2024 annual total compensation for our CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $11,395,756. The 2024 median annual total compensation for our median employee, determined in accordance with the requirements for determining total compensation in the Summary Compensation Table, was $238,703. The ratio of our CEO’s annual total compensation to the median annual total compensation of our median employee for 2024 is 48 to 1. We believe that this ratio represents a reasonable estimate calculated in a manner consistent with Item 402(u).
CEO Pay Ratio
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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 2024, 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 2024, 2023, 2022, 2021 and 2020 in respect of 2023, 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. For further information concerning our executive compensation, see “Compensation Discussion and Analysis” above.
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) | | 2024 | $11,395,756 | — | $62,218,118 | — | $6,999,823 | $24,158,637 | $154.85 | $130.50 | $280 | $51.48 | | 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 |
Pay Versus Performance
| (1) Reflects amounts of total compensation reported for Mr. Orszag in the Summary Compensation Table for 2024 and 2023. |
Pay Versus Performance
| (2) Reflects amounts of total compensation reported for Mr. Jacobs as CEO in the Summary Compensation Table for each applicable year. |
Pay Versus Performance
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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, or the achievement of the Minimum Value Condition. 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: |
Pay Versus Performance
| Adjustments to Determine Compensation “Actually Paid” | PEOs | | | | | | Non-PEO NEOs (Average) | | | | | | Year | 2024 (Orszag) | 2023 (Orszag) | 2023 (Jacobs) | 2022 (Jacobs) | 2021 (Jacobs) | 2020 (Jacobs) | 2024 | 2023 | 2022 | 2021 | 2020 | | Changes in performance award estimates during year at end of covered year fair value | ($179,583) | $0 | $1,145,825 | $9,885,195 | $11,937,874 | $2,746,751 | ($148,479) | $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 | (6,435,562) | (25,799,438) | (7,907,734) | (9,750,997) | (7,676,604) | (6,930,509) | (4,420,128) | (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 | 8,659,245 | 28,980,885 | 7,656,905 | 10,923,318 | 7,961,443 | 6,835,172 | 5,924,190 | 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 | 1,401,145 | 128,020 | 833,794 | (3,258,154) | (563,308) | (288,670) | 601,008 | 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 | 43,998,188 | (729,998) | (2,807,722) | (4,379,578) | 536,540 | 923,167 | 13,667,043 | (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 | 3,378,928 | 1,031,622 | 2,042,682 | 2,448,263 | 2,303,472 | 965,483 | 1,535,180 | 623,677 | 970,007 | 1,046,505 | 468,808 | | Total Equity Award Adjustments | $50,822,362 | $3,611,090 | $963,750 | $5,868,047 | $14,499,417 | $4,251,394 | $17,158,814 | $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 | $50,822,362 | $3,611,090 | $963,750 | $5,868,047 | $14,499,417 | $4,240,639 | $17,158,814 | $1,017,416 | $2,437,698 | $6,261,094 | $1,624,819 |
Pay Versus Performance
| (4) Reflects the average of the amounts reported for our NEOs as a group (excluding Mr. Orszag in 2024 and 2023 and Mr. Jacobs in each year except 2024) 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 2024, Mses. Betsch and Soto and Messrs. Jacob and Russo; (ii) for 2023, Mses. Betsch and Soto and Mr. Russo; (iii) for 2022, Ms. Betsch and Messrs. Orszag, Russo, Bhutani, and Stern; and (iv) for each of 2021 and 2020, Messrs. Orszag, Russo, Bhutani, and Stern. |
Pay Versus Performance
| (5) Represents the average amount of compensation “actually paid” to the NEOs as a group (excluding Mr. Orszag in 2024 and 2023 and Mr. Jacobs in each year except 2024), 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. |
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). |
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. |
Pay Versus Performance
| (8) The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |
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. |
Pay Versus Performance
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Pay Versus Performance
Required Tabular Disclosure of Financial Performance Measures As described in the section titled “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. 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 year 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 Committee to link NEO compensation “actually paid” in 2024 to performance have been included below:
Pay Versus Performance
| • | Share price |
Pay Versus Performance
| • | Adjusted net revenue |
Pay Versus Performance
| • | Adjusted operating margin |
Pay Versus Performance
| • | Return of capital |
Pay Versus Performance
Adjusted net revenue is the same metric as “operating revenue” reported in our annual Proxy Statement filed with the SEC on March 21, 2024 (our “2024 Proxy Statement”). Adjusted operating margin is the same metric as “operating margin” reported in our 2024 Proxy Statement. 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 table entitled “Selected Consolidated Financial Information” located on page 26 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 “Stock Price PRPUs—Retention through 2030 and Alignment with the Lazard 2030 Strategic Plan.” 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 the Committee takes into account with the intent of linking compensation to Company performance and shareholder outcomes. As noted above, the 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. For 2023 to 2024, our TSR showed a more direct correlation to compensation “actually paid” due to our strong performance for 2024. 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 of shares of our common stock 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. Net Income showed a more direct correlation in 2023 to 2024 as we posted strong results for 2024. Share price was positively correlated with compensation “actually paid” for 2020 to 2021, 2021 to 2022 and 2023 to 2024. 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.
Pay Versus Performance
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