DEF 14A of Lazard, Inc.
Filed Apr 7, 2026 · FY20250001628280-26-024088
Christian A. Weideman
| Executive Compensation Tables | 79 | | CEO Pay Ratio | 88 | | Pay Versus Performance | 89 |
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| Return of Capital(2) $393 | TSR since October 1, 2023(3) 74% | % FCF Returned(4) >80% |
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(1)Adjusted net revenue, adjusted operating income, and adjusted net income are non-GAAP measures. For a description of how to calculate each non-GAAP measure and a reconciliation between each non-GAAP measure and the respective comparable GAAP financial measure, see Annex A to this Proxy Statement: Calculation of Non-GAAP Measures. (2)We calculate our return of capital during 2025 by reference to the following: (i) we paid $187 million to our shareholders in dividends; (ii) we repurchased $91 million of our common stock; and (iii) we satisfied employee tax obligations of $115 million in cash in lieu of share issuance upon vesting of equity grants. We use the same methodology to calculate our return of capital during applicable prior years. (3)Mr. Orszag became Chief Executive Officer of Lazard on October 1, 2023. We calculate TSR for this purpose by measuring the closing price of our common stock as of December 31, 2025 against the closing price of our common stock as of September 30, 2023, plus the amount of dividends paid on our common stock during the period from October 1, 2023 through December 31, 2025 (assuming the reinvestment of such dividends when they are paid). (4)Calculated as the percentage of our annual free cash flow (as defined in the Glossary on page 5) that is paid out to shareholders through dividends and share repurchases.
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| 2026 Proxy Statement | | 9 |
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| Proxy Summary |
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5 This summary highlights key information contained elsewhere in this Proxy Statement and does not include all of the details you should consider before voting. We encourage you to read the entire Proxy Statement carefully.
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| | Definitions of key terms and acronyms used in this Proxy Statement can be found in the Glossary on page 5. |
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Voting Matters and Board Recommendations The following table summarizes the matters to be voted upon at our 2026 Annual Meeting of Shareholders and the Board’s voting recommendations with respect to each matter.
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| Agenda Item | Matter | Board Recommendation | | Page | | Item 1 | Election of three directors to our Board for three-year terms | | Vote FOR | 18 | | Item 2 | Advisory Vote on Approval of Executive Compensation | | Vote FOR | 51 | | Item 3 | Approval of Amendment of Certificate of Incorporation to Declassify the Board of Directors | | Vote FOR | 92 | | Item 4 | Approval of Amendment of 2018 Incentive Compensation Plan | | Vote FOR | 96 | | Item 5 | Ratification of the Appointment of Independent Registered Public Accounting Firm | | Vote FOR | 106 |
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| 10 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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| ITEM 1 | Election of Directors | | | | | Elect three directors to our Board for three-year terms expiring at the conclusion of our annual meeting in 2029 | | The Board Recommends “VOTE FOR” all Director Nominees. See page 18 |
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Board of Directors Snapshot We are committed to maintaining a well-qualified, independent Board that reflects Lazard’s global perspective and strategic priorities. Our directors bring a wide range of experience, professional expertise, and viewpoints developed across multiple industries and regions. The Board balances the institutional knowledge of longer-tenured directors with the fresh perspectives of newer members, ensuring thoughtful oversight, strategic judgment, and continuity in guiding Lazard’s long-term growth and value creation.
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| Michelle Jarrard, 58 Former Senior Partner, McKinsey & Company Tenure: 9 years Committees: Compensation, Workplace and Culture (Chair) Nominee for Election | | Andrew M. Alper, 68 Chairman, Alper Investments, Inc. Tenure: 14 years Committees: Audit, Compensation (Chair) | | Iris Knobloch, 63 Chair and President, Cannes Film Festival Tenure: 8 years Committees: Compensation, Nominating and Governance (Chair) Nominee for Election |
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| Peter R. Orszag, 57 CEO and Chairman, Lazard Tenure: >2 years Committees: None Nominee for Election |
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| Balanced Tenure | | | | 0-3 years | | | 4-7 years | | | 8-10 years | | | >10 years | | | independent |
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| Dan Schulman, 68 Chief Executive Officer, Verizon Tenure: 2 years Committees: Compensation, Nominating and Governance, Workplace and Culture |
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| Stephen R. Howe Jr., 64 Former U.S. Chairman, Ernst & Young Tenure: 2 years Committees: Audit (Chair), Workplace and Culture | | Peter Harrison, 60 Former Chief Executive Officer, Schroders Tenure: 1 year Committees: Audit, Workplace and Culture | | Ann-Kristin Achleitner, 60 Professor, Technical University of Munich Tenure: 5 years Committees: Audit, Nominating and Governance | | Dmitry Shevelenko, 40 Chief Business Officer, Perplexity Tenure: <1 year |
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| 2026 Proxy Statement | | 11 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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Director Skills The right skills to guide our business and constructively challenge management.
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| | | | | Strategy and Financial Experience | Investment Experience | Artificial Intelligence and Technology Experience | | 9 | 5 | 4 | | | | | | International Exposure/Emerging Market Experience | Cybersecurity Expertise | Government or Geopolitical Expertise | | 8 | 4 | 3 | | | | | | Oversight/Risk Management Expertise | Human Capital Expertise | Senior Leadership Experience | | 8 | 8 | 8 |
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Director Demographics We strive to maintain an appropriate mix of age, tenure, and other demographics for our Board.
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| Age | | Tenure | | Demographics | | | | | | | | 1 < 50 Years | | 5 0-3 Years | | 8 Independent | | 3 Women | | 3 Non-U.S. Citizen | | | 4 51-60 Years | | 2 4-7 Years | | | | | | | | | 4 61-70 Years | | 1 8-10 Years | | | | | | | | | | | 1 >10 Years | | | | | | |
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Board Refreshment
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| 9 directors | | | | | | | | | | 6 new directors since 2020 | | | | | | | | | | | | | | | | | | | | | | | 2 new directors | | | | | | | 3 director nominees | | | | | | |
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| 12 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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Corporate Governance Highlights We are committed to maintaining the highest standards of corporate governance, which serve the best interests of the Company and our shareholders. We also believe our ongoing engagement with shareholders helps us achieve balanced and appropriate solutions for the oversight and management of our business. The following table summarizes certain highlights of our corporate governance practices and policies.
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| | | For more | | Independent Board | •Eight of our nine current directors are independent •All Committees of our Board are comprised entirely of independent directors | Page 31 | | Strong Lead Independent Director | •Our independent directors select a Lead Independent Director with broad responsibilities | Page 35 | | Qualified, Experienced, and Engaged Board | •Our directors possess a wide array of qualifications, skills, and attributes, supporting our Board’s oversight role on behalf of our shareholders •Overall attendance by our directors at Board and Committee meetings averaged over 95% in 2025 •Our Board and Committees conduct annual evaluations and self-assessments | Page 19 | | Executive Sessions | •Independent directors meet regularly without management present | Page 13 | | Succession Planning | •Our Board takes an active role in succession planning •Succession and executive development are discussed with, as well as without, the Chief Executive Officer (CEO) present in executive sessions •Directors regularly meet with senior managers who are not NEOs | Page 42 | | Term Limit Policy and Continued Board Refreshment | •Independent directors are limited to serving four complete terms plus any partial term •Four of our eight independent directors were nominated or appointed over the last two years •We appointed a new lead independent director at the end of 2024 | Page 33 | | Disciplined Compensation Programs | •We pay for performance and we are committed to compensation discipline and governance •Our compensation programs continue to encourage investment for the future growth of our business, seeking to further align the performance of our NEOs with shareholder success | Page 54 |
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| 2026 Proxy Statement | | 13 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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| | | For more | | Equity Ownership | •A significant portion of senior management’s compensation is paid in deferred equity to further incentivize and align interests with shareholders •A majority of director compensation is paid in deferred stock units, incentivizing directors to help create long-term value for shareholders •We grant equity compensation to employees deep into the organization, reinforcing a strong ownership mindset across Lazard | Page 96 | | Accountability | •Our Board adopted a “Majority Vote Policy” for uncontested elections •We do not have a shareholder rights plan or poison pill •Shareholders owning 10% or more of our outstanding share capital have the right to convene a special meeting | Page 32 |
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| New for 2026: After incorporating feedback from our shareholders, the Board believes that it is in the best interests of the Company and its shareholders to amend the Company’s Certificate of Incorporation to declassify the Board over the next three years. See Agenda Item 3 for more information. |
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Board Independence •Our Board has determined that eight of its nine directors (or 89%), including our Lead Independent Director, are independent under the listing standards of the NYSE and our own standards of director independence. •Each of the Board’s Committees, including the Compensation Committee, which ultimately determines the CEO’s compensation, consists entirely of independent directors, and each Committee has a different chairperson. •Each Committee Chair reviews, approves, and helps develop meeting schedules and agendas for the relevant Committee. •Executive sessions of our Board follow regularly scheduled Board meetings, and our Lead Independent Director presides over executive sessions. •Committee meetings also include executive sessions presided over by the Chairs of the applicable Committees. •Our Board, through its Nominating and Governance Committee, evaluates itself annually and feedback is discussed at meetings of the Nominating and Governance Committee and the Board. Workplace and Culture •Our people are our most important asset. As we advance toward Lazard 2030, we are focused on cultivating a workplace that consistently enables excellence, collaboration, innovation, empowerment, and engagement. We strive to ensure that every colleague has the opportunity and support to contribute meaningfully, develop professionally, and build a rewarding career at the firm. •A strong cultural foundation—one that is both commercial and collegial—is essential to achieving Lazard 2030. Our compensation models reflect and reinforce this philosophy. In our Financial Advisory business, the Managing Director compensation model is designed to reward being commercial and collegial, including by promoting collaboration and the sharing of insights, relationships, and opportunities across teams and geographies. In our Asset Management business, compensation is aligned with business performance and emphasizes teamwork, recognizing both individual and collective contributions to client outcomes and the firm’s long-term success. •Together, these principles guide how we work, how we lead, and how we develop talent, ensuring that our culture remains a differentiating strength for Lazard.
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| 14 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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| ITEM 2 | Advisory Vote on Approval of Executive Compensation | | | | | Consider a non-binding advisory vote regarding executive compensation. | | The Board Recommends a “VOTE FOR” this proposal. See page 51 |
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Shareholder Feedback and Changes to Executive Compensation Design •We place a high priority on maintaining constructive and ongoing dialogue with our shareholders, recognizing that their perspectives are essential to effective corporate governance and our long‑term success. •In addition to our customary spring engagement cycle conducted in connection with our 2025 Annual Meeting, in the fall of 2025 we undertook an additional “off‑cycle” engagement effort to solicit additional perspectives from our shareholders. •Through these discussions, which predominantly were led by members of our Compensation Committee, we obtained valuable feedback on the structure and alignment of our executive compensation program from a broad cross‑section of our shareholder base. •In response to the feedback, our Compensation Committee approved a series of substantial enhancements, which will be fully incorporated in 2026, designed to further strengthen our pay‑for‑performance alignment, reinforce transparency, and better reflect shareholder input. •Although the enhancements could not be fully implemented for the 2025 program given the timing of our expanded engagement efforts, our Compensation Committee incorporated the goals, objectives, and related concepts from the 2026 plan into its 2025 compensation decisions. •We remain committed to continuing our engagement with shareholders, and to the ongoing evaluation of our governance and compensation practices in light of evolving shareholder expectations and market developments. 2025 Shareholder Engagement
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| SPRING Met with shareholders to discuss governance and compensation matters in connection with annual meeting |
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| Our 2025 Shareholder Engagement Outreach in 2025 – engaged with shareholders representing 67% of institutional shares in 22 meetings |
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| FALL Extensive outreach to and engagement with investors focused on changes to executive compensation program |
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| | For more information on our expanded shareholder engagement, see pages 44-45. |
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| 2026 Proxy Statement | | 15 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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2025 CEO Actual Pay Mix 2026 CHANGES:
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| Firmwide scorecard includes quantitative indicators and qualitative barometers of success. | CEO incentive compensation based on firmwide scorecard aligned to Lazard 2030. Other NEO incentive compensation based 50% on firmwide scorecard and 50% on individual performance. | Target compensation opportunity established for each NEO. | | Actual compensation generally subject to a maximum of 125% of target. Compensation delivered via mix of cash and long-term equity. | CEO LTI delivered 50% in TSR- PIPRs and 50% PIPRs. | TSR-PIPRs based on Lazard 3-year relative TSR versus S&P 1500. |
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| | For more information on our 2026 NEO compensation program, see pages 75-76. |
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| 16 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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2025 CEO Compensation Outcomes The Compensation Committee approved an incentive compensation award for Mr. Orszag of $14.1 million, comprised of: •Long-term incentive compensation valued at approximately $10.2 million (delivered 50% in TSR-PIPRs and 50% in PIPRs) •An annual cash incentive bonus of approximately $3.9 million As a result, performance-based compensation awarded to Mr. Orszag constituted approximately 94% of his total compensation for 2025. This resulted in total compensation of $15 million.
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| 2025 CEO COMPENSATION CONSIDERATIONS •Under Mr. Orszag’s leadership since becoming CEO in October 2023, Lazard has made tremendous progress. The firm is more than on pace to achieve our Lazard 2030 goals, and Mr. Orszag is continuing to build a solid foundation for sustainable future growth. The Compensation Committee considered the following specific examples of Mr. Orszag’s accomplishments in determining his 2025 compensation: •Financial performance improved vs. 2024 with adjusted net revenue increasing 5% and adjusted EPS increasing 4% •Lazard has created significant shareholder value over Mr. Orszag’s tenure as CEO with total shareholder return of 74% through the end of 2025, outpacing the S&P 1500, which returned 62% over the same period •Efforts to transform the Financial Advisory and Asset Management businesses over the past two years are gaining traction, with Mr. Orszag actively engaged in recruiting top talent to both businesses, including new leadership in our asset management business and senior bankers in the advisory business •Mr. Orszag has been prolific in promoting the firm and our people through intellectual leadership and client connectivity, helping to support our professionals across the globe in serving our clients and driving our adoption of artificial intelligence •The Compensation Committee also recognized, however, that 2025 was a year of disciplined execution and significant investment in both businesses. These efforts are critical to achieving Lazard’s long-term ambitions. Accordingly, the Committee concluded that it was appropriate for Mr. Orszag’s compensation also to reflect the firm’s focus on cost discipline and prudent management of firm resources. | | For further details, see 2025 NEO Compensation Decisions on page 70. |
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| 2026 Proxy Statement | | 17 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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| ITEM 3 | Approval of Amendment of Certificate of Incorporation to Declassify the Board of Directors | | | | | We are asking shareholders to approve an amendment to our Certificate of Incorporation to declassify the Board. | | The Board Recommends a “VOTE FOR” this proposal. See page 92 |
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Our Certificate of Incorporation currently provides for a classified Board, divided into three classes of directors, with each class elected for a three-year term. After considering feedback from our shareholders and the advantages and disadvantages of declassification, the Board believes that it is in the best interests of the Company and its shareholders to amend the Company’s Certificate of Incorporation to declassify the Board over the next three years. This will result in a fully declassified Board by the 2029 Annual Meeting of Shareholders.
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| ITEM 4 | Approval of Amendment of 2018 Incentive Compensation Plan | | | | | We are asking shareholders to approve the amendment of the Lazard, Inc. 2018 Incentive Compensation Plan, as amended (2018 Plan), to increase the maximum aggregate number of shares of Lazard common stock reserved and available for issuance for awards pursuant to the plan by 25 million. | | The Board Recommends a “VOTE FOR” this proposal. See page 96 |
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The amendment ensures our ability to continue our practice of delivering a portion of our annual incentive compensation in multi-year vesting equity awards rather than current cash for a broad group of employees. The ability to grant such awards is crucial to recruiting, retaining, and motivating high-caliber individuals dedicated to our long-term growth and success. Equity compensation is a key part of our culture, not just at senior levels but throughout the Company. We believe equity-based compensation is critical for directly aligning the interests of our employees with those of our shareholders and cultivating a strong commitment by our employees to continue to drive shareholder value. Our shareholders have consistently expressed support for our use of equity-based compensation, recognizing its importance in driving sustainable value creation and reinforcing a shared commitment to our long-term performance.
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| ITEM 5 | Ratification of Appointment of Independent Registered Public Accounting Firm | | | | | We are asking shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2026 fiscal year. | | The Board Recommends a “VOTE FOR” this proposal. See page 106 |
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Deloitte & Touche LLP has served as our independent auditor since 2000, and the Board and the Audit Committee believe it is in the best interests of the Company and its shareholders to continue to retain Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026. Deloitte & Touche LLP is an independent auditing firm with the required knowledge and experience to audit our financial statements effectively.
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| 18 | | 2026 Proxy Statement |
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| Governance |
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| ITEM 1 |
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| Election of Directors | | | | Our Board of Directors is divided into three classes. Members of each class serve for a three-year term. Vacancies on our Board may be filled only by persons elected by a majority of the remaining directors. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Shareholders elect one class of directors at each annual meeting of shareholders. At this annual meeting, shareholders will vote on the election of the three nominees described below for terms ending at the 2029 annual meeting. To be elected as a director pursuant to our By-laws, a nominee must receive a plurality of all the votes cast at a meeting of stockholders at which a quorum is present by holders of the shares present at the virtual meeting or represented by proxy at the meeting and entitled to vote on the election of such director. There is no cumulative voting in the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. Votes “withheld” will have no effect; however, the Board has adopted a policy for uncontested director elections whereby if a director receives a greater number of votes “withheld” than votes “for,” the director must promptly tender his or her resignation to the Board and the Nominating and Governance Committee will review the outcome and make a determination as to the acceptance or rejection of such resignation. See Majority Vote Policy on page 32. The following section contains information provided by the nominees and continuing directors about their principal occupation, business experience and other matters. Mr. Orszag and Mmes. Jarrard and Knobloch, each of whom are nominated for election to our Board, are current directors of the Company. Each nominee has informed us that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election; but if that happens, your proxy may be voted for another person nominated by the Board. | | The Board Recommends “VOTE FOR” all Director Nominees. |
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| 2026 Proxy Statement | | 19 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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Director Skills, Qualifications, and Experience Skills and Qualifications The Nominating and Governance Committee, with input from management, has identified a set of skills, qualifications, and experience that it believes are important to be represented on the Board to enable robust and effective oversight of the Company’s business, risk profile, and long‑term strategy. The chart below highlights these skills and qualifications and illustrates how the Board’s collective experience supports its oversight of management and the development, refinement, and execution of Lazard 2030:
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| Skill or Qualification | Criteria | Link to Lazard 2030 Strategy | | | Artificial Intelligence and Technology Experience | Have led technology‑enabled or AI‑driven businesses or platforms, including data and analytics or digital transformation initiatives in complex or regulated environments | | Advances Lazard 2030’s goal to be a leading AI‑enabled advisory and asset manager, using technology to drive productivity and margin improvement | | Cybersecurity Expertise | Have executive‑level responsibility for cybersecurity, data privacy or technology risk management in large, complex organizations | | Strengthens oversight of cyber and data risks associated with digital tools, underpinning client trust and resilient growth | | Government or Geopolitical Expertise | Have held senior roles in government, public policy or sovereign advisory, or regularly advise on geopolitical and regulatory matters affecting businesses and capital markets | | Aligns with Lazard 2030’s focus on combining business and geopolitical insight and expanding our contextual alpha capability to enhance client relevance | | Human Capital Expertise | Have led human capital, talent, culture or large people‑intensive organizations, with experience in executive compensation, succession, and talent management | | Advances Lazard 2030’s cultural priorities of being “commercial and collegial” and developing AI‑enabled talent across a modern, global workplace | | International Exposure/Emerging Market Experience | Have significant leadership or board experience in multiple regions, including Europe and key emerging markets, with exposure to cross‑border transactions and related geopolitical and regulatory risks | | Supports expansion of Lazard’s global footprint and relevance across North America, Europe and high‑growth regions, while managing cross‑border and emerging‑market risk | | Investment Experience | Have served as investment professionals or fiduciaries responsible for portfolio construction, asset allocation and risk‑adjusted performance across public and private market strategies, including ETFs and wealth solutions | | Enhances oversight of AUM growth, product innovation and enhanced distribution efforts envisioned in Lazard 2030 |
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| 20 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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| Skill or Qualification | Criteria | Link to Lazard 2030 Strategy | | | Oversight/Risk Management Expertise | Have substantial experience overseeing enterprise risk, audit, compliance or financial reporting, including as audit committee members or leaders of control functions | | Supports disciplined execution of Lazard 2030’s financial targets, including compensation and non‑compensation ratios, leverage and capital allocation priorities | | Senior Leadership Experience | Are or have been CEOs, presidents, C‑suite executives, senior partners or business unit leaders with broad responsibility for strategy, finance, operations and talent at scale | | Provides large‑scale leadership experience relevant to transforming Lazard’s businesses and achieving its 2030 revenue, relevance and return goals | | Strategy and Financial Experience | Are current or former senior leaders or advisers at complex financial institutions or public companies with significant experience in corporate strategy, M&A, capital allocation and long‑term value creation | | Supports Board oversight of doubling firm‑wide revenue and improving TSR through disciplined capital allocation and profitable growth |
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| 2026 Proxy Statement | | 21 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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The following matrix highlights the specific skills and qualifications that our Board views as most important in light of Lazard’s business, risk profile and long‑term strategy, including Lazard 2030. Additional information on the business experience and other qualifications of each director is included in the director biographies below. Each director also contributes other important skills, expertise, experience, viewpoints and personal attributes to our Board that are not reflected in the matrix.
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| | | Jarrard | Knobloch | Orszag | Achleitner | Alper | Howe Jr. | Harrison | Schulman | Shevelenko | | | Artificial Intelligence and Technology Experience | | | | | | | | | | | | Cybersecurity Expertise | | | | | | | | | | | | Government and Geopolitical Expertise | | | | | | | | | | | | Human Capital Expertise | | | | | | | | | | | | International Exposure and Emerging Market Experience | | | | | | | | | | | | Investment Experience | | | | | | | | | | | | Oversight and Risk Management Expertise | | | | | | | | | | | | Senior Leadership Experience | | | | | | | | | | | | Strategy and Financial Experience | | | | | | | | | |
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Director Demographics The Board strives to maintain an appropriate mix of age, tenure, and other demographics
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| Age | | Tenure | | Demographics | | | | | | | | 1 < 50 Years | | 5 0-3 Years | | 8 Independent | | 3 Women | | 3 Non-U.S. Citizen | | | 4 51-60 Years | | 2 4-7 Years | | | | | | | | | 4 61-70 Years | | 1 8-10 Years | | | | | | | | | | | 1 >10 Years | | | | | | |
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| 22 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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Director Biographies Nominees for Election as Directors for Three-Year Terms Expiring in 2029
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| | | | | Key Skills & 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. •Senior leadership experience from 25 years at McKinsey, including service on the Global Operating Committee. •Deep human capital and organizational development expertise, including talent strategy, compensation, and diversity initiatives. •Public company board governance experience in multiple industries, including financial services and consumer-facing businesses. | | Michelle Jarrard Independent Director Age: 58 years Director since: January 2017 Committees: •Compensation •Workplace and Culture (Chair) | | | | Career Highlights •Ms. 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 director of Inspire Brands and a former director of Crawford & Company where she served as Board Chair and Compensation Committee Chair. She earned her MBA from Harvard Business School and a Bachelor’s Degree in Industrial Engineering from the Georgia Institute of Technology. |
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| 2026 Proxy Statement | | 23 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
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| | | | | Key Skills & 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. •Extensive leadership experience across media, entertainment, and hospitality, including senior roles at WarnerMedia and as President of the Cannes Film Festival. •Strong international perspective from executive and board roles at multinational companies in Europe and the United States. •Strategic digital and growth experience, including sponsorship of digital media and emerging market initiatives. | | Iris Knobloch Independent Director Age: 63 years Director since: April 2018 Committees: •Compensation •Nominating and Governance (Chair) | | | | Career Highlights •Ms. Knobloch is Chair 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. |
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| 24 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
| | | | | Key Skills & 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, his thought leadership, and his proven abilities in leading large organizations and in attracting and motivating top talent. •Proven leadership of complex financial organizations. •Significant financial and deal-making expertise and ability to integrate financial analyses with regulatory, geopolitical, and other factors. •High-level government and policy experience from service as Director of the Office of Management and Budget and the Congressional Budget Office. | | Peter R. Orszag CEO and Chairman Age: 57 years Director since: October 2023 | | | | Career Highlights •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 holds a Ph.D. in economics and 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. |
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| 2026 Proxy Statement | | 25 |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
Directors Continuing in Office (Terms Expiring in 2027)
Shareholder Value Creation
| | | | | Key Skills & 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. •Recognized expertise in entrepreneurial finance and capital markets through a long academic and advisory career. •Broad board and governance experience at global industrial, logistics, and financial companies. •International policy and advisory background through service on governmental and supranational commissions. | | Ann-Kristin Achleitner Independent Director Age: 60 years Director since: April 2021 Committees: •Audit •Nominating and Governance | | | | Career Highlights •Dr. 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, and at the European School of Management and Technology (ESMT) in Berlin. •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, is a member of the Supervisory Board of Deutsche Post (DHL Group), and is Vice-Chair of the Investment and Innovation Advisory Board of the German Federal Ministry of Finance. •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. |
Shareholder Value Creation
| 26 | | 2026 Proxy Statement |
Shareholder Value Creation
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
| | | | | Key Skills & 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. •Substantial investment banking and financial experience from two decades at Goldman Sachs, including senior leadership roles. •Public sector economic development and infrastructure experience from leadership roles in New York City government. •Longstanding nonprofit and educational board service in higher education and healthcare. | | Andrew M. Alper Independent Director Age: 68 years Director since: October 2012 Committees: •Audit •Compensation (Chair) | | | | Career Highlights •Mr. 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. |
Shareholder Value Creation
| 2026 Proxy Statement | | 27 |
Shareholder Value Creation
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
| | | | | Key Skills & Qualifications Mr. Howe was selected to be a director of Lazard because of his broad business leadership experience, his extensive audit and accounting background, and his experience advising and participating in public company governance and reporting. •Extensive audit and accounting experience, including more than 35 years at Ernst & Young (“EY”). •Senior firm leadership experience as U.S. Chairman, U.S. Managing Partner and Americas Area Managing Partner of EY. •Strong governance and regulatory insight from board-level engagement with public company reporting and oversight. | | Stephen R. Howe Jr. Independent Director Age: 64 years Director since: February 2024 Committees: •Audit (Chair) •Workplace and Culture | | | | Career Highlights •Mr. Howe served as U.S. Chairman (2012-2018) and U.S. Managing Partner and Americas Area Managing Partner (2006-18) of 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. •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 Audit Committee and a member of the Nominating and Corporate Governance Committee. •Mr. Howe is also a member of 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, Carnegie Hall, the Partnership for New York City, the Center for Audit Quality, and the Financial Accounting Foundation. |
Shareholder Value Creation
| 28 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
Directors Continuing in Office (Terms Expiring in 2028)
Shareholder Value Creation
| | | | | Key Skills & Qualifications Mr. Harrison was selected to be a director of Lazard because of his extensive experience within the financial services and investment management industry. •Long-tenured investment management and asset management leadership, including service as CEO of Schroders. •Deep global markets and capital allocation expertise developed across multiple leading financial institutions. •Active industry and policy engagement through roles with UK and international market-focused organizations. | | Peter Harrison Independent Director Age: 60 years Director since: March 2025 Committees: •Audit •Workplace and Culture | | | | Career Highlights •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. •Mr. Harrison was appointed to the Board of Directors of Marsh Inc. in February 2026. 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. |
Shareholder Value Creation
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
| | | | | Key Skills & Qualifications Mr. Schulman was selected to be a director of Lazard because of his demonstrated track record of driving transformative growth and innovation at large public companies in the telecommunications and financial services industries and his extensive experience leading complex, global organizations. •Demonstrated leadership of large, complex public companies in telecommunications and financial services. •Significant technology and fintech expertise, including digital payments and consumer financial services. •Recognized risk management and ESG perspective from public company board and committee leadership roles. | | Dan Schulman Lead Independent Director Age: 68 years Director since: February 2024 Committees: •Compensation •Nominating and Governance •Workplace and Culture | | | | Career Highlights •Mr. Schulman serves as the Chief Executive Officer of Verizon Communications, Inc. (“Verizon”). He joined Verizon’s Board of Directors in 2018 and served as Verizon’s Lead Independent Director from December 2024 to October 2025. He also served as Chair of Verizon’s Human Resources Committee from 2018 to October 2025. •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., 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. |
Shareholder Value Creation
| 30 | | 2026 Proxy Statement |
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| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
| | | | | Key Skills & Qualifications Mr. Shevelenko was selected to be a director of Lazard because of his leadership in artificial intelligence, his experience building and scaling technology businesses, and his background in digital platforms and automation relevant to Lazard’s tech-enabled strategy. •Leading AI and technology executive experience as Chief Business Officer of a high-growth AI company. •Entrepreneurial and innovation track record building and scaling automation and digital platforms. •Board-level fintech and financial services experience, including evaluation of strategic transactions. | | Dmitry Shevelenko Independent Director Age: 40 years Director since: September 2025 | | | | Career Highlights •Mr. Shevelenko is the Chief Business Officer of Perplexity AI, Inc., where he is responsible for all operations of the company and leads all aspects of its business growth, including strategic consumer and enterprise partnerships. •Prior to joining Perplexity, Mr. Shevelenko founded and served as President of Tortoise Inc., a retail and commerce automation startup based in Mountain View, California, focused on deploying robotic technologies for large enterprise partners. •From 2014 to 2018, Mr. Shevelenko held senior roles in business development at Uber, where he helped scale global partnerships and new mobility initiatives, following earlier product leadership roles at LinkedIn and Meta. •Mr. Shevelenko serves as a director of Payfare Inc., a publicly listed financial technology company, and has served on a special committee of its board overseeing the successful evaluation of its acquisition by Fiserv. •As a cofounder and senior executive of high-growth technology companies, he routinely reviews and assesses complex financial statements, and he holds a B.A. in Anthropology from Columbia University. |
Shareholder Value Creation
| 2026 Proxy Statement | | 31 |
Shareholder Value Creation
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
Director Independence Pursuant to the corporate governance listing standards of the NYSE, our Board has adopted standards for determining whether directors have material relationships with Lazard. The standards are set forth on Annex B to this Proxy Statement. Under these standards, a director employed by Lazard cannot be deemed to be an “independent director” and, consequently, Mr. Orszag is not an independent director of Lazard. Our Board has determined that none of our other directors or director nominees have a material relationship with Lazard under the NYSE corporate governance listing standards and our Board’s standards for director independence and, accordingly, that each of our directors and director nominees (other than Mr. Orszag) is independent under the NYSE corporate governance listing standards and our Board’s standards. Director Nomination Process The Board’s Nominating and Governance Committee is responsible for evaluating and recommending to the Board proposed nominees for election to the Board of Directors. As part of its process, the Nominating and Governance Committee will consider director candidates recommended for consideration by members of the Board, by management and by shareholders. It is the policy of the Nominating and Governance Committee to consider candidates recommended by shareholders in the same manner as other candidates. Candidates for the Board of Directors must be experienced, dedicated, and meet the highest standards of ethics and integrity. All directors represent the interests of all shareholders, not just the interests of any particular shareholder, shareholder group, or other constituency. The Nominating and Governance Committee periodically reviews with the Board the requisite skills and characteristics for new directors, taking into account the needs of Lazard and the composition of the Board as a whole. A majority of our directors must satisfy the independence requirements of both Lazard and the NYSE. Likewise, each member of the Audit Committee must be financially literate and at least one member must possess the requisite qualifications to satisfy the SEC’s definition of “audit committee financial expert.” Once a candidate is identified, the Nominating and Governance Committee will consider the candidate’s mix of skills and experience with businesses and other organizations of comparable size, as well as his or her reputation, background and time availability (in light of anticipated needs). The Nominating and Governance Committee also will consider the interplay of the candidate’s experience with the experience of other Board members, the extent to which the candidate would be a desirable addition to the Board and any committees of the Board and any other factors it deems appropriate.
Shareholder Value Creation
| 1 CANDIDATE RECOMMENDATION | As part of its regular review and recommendation process, the Nominating and Governance Committee will consider candidates recommended by the Board, by management and by shareholders. | | | 2 NOMINATING AND GOVERNANCE COMMITTEE | The Nominating and Governance Committee evaluates candidates to ensure requisite experience, dedication, and integrity. The Committee also considers the interplay of a candidate's experience with that of other Board members, the needs of the Company, as well as other factors it deems appropriate. | | | 3 BOARD OF DIRECTORS | After candidates are recommended by the Nominating and Governance Committee, the Board evaluates each candidate, taking into consideration the needs of the Board, including independence requirements. | The Company continuously seeks to bring fresh perspectives to the Board, demonstrated by our term limit policy for independent directors and by nominating 4 new independent directors over the last 2 years. | | 4 SHAREHOLDERS | Our Board is committed to nominating the best candidates for election by our shareholders, who have the opportunity to elect three candidates at this 2026 Annual Meeting of Shareholders. | |
Shareholder Value Creation
| 32 | | 2026 Proxy Statement |
Shareholder Value Creation
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
Shareholders wishing to recommend to the Nominating and Governance Committee a candidate for director at our 2027 Annual Meeting of Shareholders may do so by delivering in writing such candidate’s name, along with the other information required by our By-laws, to our Corporate Secretary at: Lazard, Inc., Office of the Corporate Secretary, 30 Rockefeller Plaza, New York, New York 10112 between January 21, 2027 and February 20, 2027. Majority Vote Policy Though our By-laws only provide that a nominee must receive a plurality of all the votes cast at a meeting of shareholders, our Board has adopted a “majority vote” policy for uncontested elections of directors. In an uncontested election of directors, any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will, within five days following the certification of the shareholder vote, tender his or her written resignation to the CEO and Chairman for consideration by the Nominating and Governance Committee. As used herein, an “uncontested election of directors” is an election in which the number of nominees is not greater than the number of Board seats open for election. The Nominating and Governance Committee will consider any such tendered resignation and, promptly following receipt thereof, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the Nominating and Governance Committee will consider all factors deemed relevant by the members of the Nominating and Governance Committee including, without limitation, the stated reason or reasons why shareholders who cast “withheld” votes for the director did so, the qualifications of the director (including, for example, the impact the director’s resignation would have on the Company’s compliance with the requirements of the SEC, the NYSE and Delaware law), and whether the director’s resignation from the Board would be in the best interests of the Company and its shareholders. The Nominating and Governance Committee also will consider a range of possible alternatives concerning the director’s tendered resignation as members of the Nominating and Governance Committee deem appropriate including, without limitation, acceptance of the resignation, rejection of the resignation or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Nominating and Governance Committee to have motivated the “withheld” votes. The Board will take formal action on the Nominating and Governance Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred. In considering the Nominating and Governance Committee’s recommendation, the Board will consider the information, factors and alternatives considered by the Nominating and Governance Committee and such additional information, factors and alternatives as the Board deems relevant. Following the Board’s decision on the Nominating and Governance Committee’s recommendation, the Company will promptly disclose, in a Form 8-K filed with the SEC, the Board’s decision, together with an explanation of the process by which the decision was made. If the Board has not accepted the tendered resignation, it will also disclose the reason or reasons for doing so. No director who, in accordance with this policy, is required to tender his or her resignation shall participate in the Nominating and Governance Committee’s deliberations or recommendation, or in the Board’s deliberations or determination, with respect to accepting or rejecting his or her resignation as a director.
Shareholder Value Creation
| 2026 Proxy Statement | | 33 |
Shareholder Value Creation
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
Shareholder Value Creation
Director Succession Planning and Refreshment Our Nominating and Governance Committee continues to focus on Board refreshment to align the Board's composition with the Company's long term strategy and to reflect meaningful Board succession planning. It has an evergreen Board search process in place and has retained a nationally- recognized Board search firm to assist in the identification of qualified candidates. Our Nominating and Governance Committee evaluates the evolving attributes, skills, experience, qualifications, and expertise needed by the Board to determine the Board's membership and size. Over the last two years, the Board has added four new independent directors with a range of skills. Our Board believes a broad range of experiences and expertise contributes to a more effective decision-making process and helps drive long-term value. Our Nominating and Governance Committee actively seeks out candidates with a variety of backgrounds, skills, and experience to include in the pool from which the Board nominees are chosen, with the ultimate decision on all Board nominations being based on contributions that the selected nominees will bring to the Board. The Nominating and Governance Committee assesses the effectiveness of its refreshment efforts through its regular evaluations of the Board’s composition.
Enterprise Risk Management Processes
| Directors | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Ann-Kristin Achleitner | $141,750 | $173,253 | $315,003 | | Andrew M. Alper(2) | $144,058 | $176,030 | $320,088 | | Peter Harrison | $99,619 | $215,616 | $315,235 | | Stephen R. Howe Jr.(2) | $146,364 | $178,765 | $325,129 | | Michelle Jarrard | $141,750 | $173,253 | $315,003 | | Iris Knobloch | $141,750 | $173,253 | $315,003 | | Jane L. Mendillo(2) | $68,171 | $— | $68,171 | | Dan Schulman | $167,688 | $206,280 | $373,968 | | Dmitry Shevelenko | $25,900 | $115,102 | $141,002 |
We listened to shareholder feedback – and redesigned the NEO compensation program
| Firmwide scorecard includes quantitative indicators and qualitative barometers of success. | CEO incentive compensation based on firmwide scorecard aligned to Lazard 2030. Other NEO incentive compensation based 50% on firmwide scorecard and 50% on individual performance. | Target compensation opportunity established for each NEO. | | Actual compensation generally subject to a maximum of 125% of target. Compensation delivered via mix of cash and long-term equity. | CEO LTI delivered 50% in TSR- PIPRs and 50% PIPRs. | TSR-PIPRs based on Lazard 3- year relative TSR versus S&P 1500. |
Leadership transitions that advance the Lazard 2030 long-term growth strategy
Leadership transitions that advance the Lazard 2030 long-term growth strategy In December 2025, we strengthened our leadership team by welcoming Christopher Hogbin as Chief Executive Officer of Lazard Asset Management. Mr. Hogbin brings to Lazard decades of global business and investment experience, as well as demonstrated success in expanding investment capabilities across public and private markets globally. We believe he will play a pivotal role in achieving our Lazard 2030 goals. Mr. Hogbin succeeded Evan Russo, who transitioned to a senior advisor role after almost 20 years of service to Lazard. In connection with Mr. Hogbin’s appointment, we approved “make-whole” and other similar awards to compensate him for his annual cash bonus and deferred compensation, including equity awards, from his prior employer that he forfeited in order to join Lazard, and to take into account Lazard’s higher level of deferred compensation. These awards, which are a common market practice to attract top talent, consisted of a cash payment (which is subject to repayment under certain circumstances) and a one-time equity award grant that vests over four years subject to continued employment. In connection with Mr. Russo’s departure, we approved an agreement to ensure a smooth and orderly leadership transition of the asset management business. The transition agreement confirms that Mr. Russo’s departure is a qualifying termination for purposes of his preexisting March 2022 retention agreement, which entitles him to certain separation benefits under that prior agreement. Mr. Russo will not receive any incremental or discretionary separation benefits beyond those provided in the March 2022 retention agreement. In February 2026, our Board appointed Tracy Farr as Chief Financial Officer of Lazard. Mr. Farr, a long-time Lazard Managing Director with two decades of finance experience, succeeded Mary Ann Betsch, who transitioned to a senior advisor role. Ms. Betsch had been a key leader in strengthening Lazard’s financial foundation since joining the firm in 2022, including advancing its reporting and planning capabilities and elevating and integrating the global finance function. In connection with Ms. Betsch’s transition, we approved an agreement to ensure an orderly transition and continuity in the finance function. The transition agreement confirms that Ms. Betsch’s departure is a qualifying termination for purposes of her preexisting August 2023 retention agreement, which entitles her to certain separation benefits under that prior agreement. Ms. Betsch will not receive any incremental or discretionary separation benefits beyond those provided in the August 2023 retention agreement. • More information on leadership changes and related payments can be found beginning on page 74.
Shareholder Value Creation’
| Topic | What We Heard | How We Responded | | Executive Compensation – Performance Metrics | Strong preference for a more metric driven program and alignment with Lazard 2030. Support for metrics tied to controllable goals and caution against over- reliance on TSR or market‑driven outcomes. | Designed a new metric-driven NEO compensation structure for 2026 that: (i) establishes target compensation opportunities for each NEO, with actual compensation generally subject to a maximum of 125% of target; (ii) adopts a more structured approach to evaluating CEO performance through a firmwide scorecard that includes both quantitative and qualitative criteria and is aligned with Lazard 2030; (iii) assesses the performance of other NEOs based 50% on the same firmwide scorecard and 50% on individual contributions; (iv) incorporates quantitative financial metrics tied to the achievement of Lazard 2030 as the majority of the firmwide scorecard; and (v) clarifies how both quantitative and qualitative criteria guide the Committee’s judgment. See Our 2026 NEO Compensation Program on page 75. | | Executive Compensation – Mix | Support for the use of performance- based awards with rigorous, understandable targets, but mixed views on the relative mix of performance- versus time-based awards. | Beginning with 2026 grants (for 2025 performance), 50% of CEO LTI is delivered as TSR-PIPRs and 50% as PIPRs. TSR-PIPRs include a three year performance period, a 0–150% payout range based on the Company’s 3-year relative TSR vs. the S&P 1500, and a cap at target if absolute TSR is negative. See Components of Incentive Compensation on page 65 for more details, including goals for the awards granted in 2026. |
Shareholder Value Creation’
| Topic | What We Heard | How We Responded | | Executive Compensation – Discretion & Transparency | Shareholders acknowledged the need for discretion but requested enhanced transparency around the decision making process, including for any one-time or guaranteed payments. | Significantly expanded CD&A disclosure to provide greater transparency into compensation philosophy, objectives, process, roles and responsibilities, overall design, incentive vehicles and mix, and how we evaluated performance and calculated 2025 payouts. See Compensation Discussion and Analysis beginning on page 54. Our Compensation Committee does not intend to grant additional one-time awards to current NEOs. | | Equity Dilution & Overall Share Usage | Concerns regarding equity dilution and the quantum of equity awards, despite recognition that equity is broadly distributed. | Continued discipline in managing share usage; enhanced disclosure on equity burn rate and our approach to balancing retention, competitiveness, and dilution. We pay a large portion of our workforce (well over 50%) in part in deferred equity awards to align the interests of our people with our shareholders. To mitigate any resulting dilution, we regularly repurchase and cancel shares of our common stock. This practice has led over time to a gradual decline in our total shares outstanding and only a modest increase in our fully diluted share count. Included a peer analysis, which indicates that our average stock-based compensation expense for the 2023 to 2025 period as a percentage of various three-year average operating metrics are in line with, and in some cases below, those of our peers. Included disclosure explaining how traditional burn‑rate calculations focus only on gross equity grants and, in our view, materially overstate dilution because they ignore the impact of our ongoing share repurchase program. See Agenda Item 4. |
Shareholder Value Creation’
Our CEO’s 2025 Compensation is Aligned with Lazard’s Performance We believe in pay for performance, and our compensation program is designed to align the interests of our senior executives with those of our shareholders, support the retention of critical talent, and help achieve our Lazard 2030 goals. For 2025, the Compensation Committee decided to award Mr. Orszag total compensation of $15 million, including a base salary of $900,000, a cash bonus of $3.9 million, and a long-term incentive award of $10.2 million. The long-term incentive award was delivered 50% in TSR-PIPRs and 50% in PIPRs, which further aligns his interests with those of our shareholders. In setting Mr. Orszag’s total compensation—which was flat relative to 2024 and below the midpoint of the 2025 compensation reference range, as developed by our independent compensation consultant (see How We Use Compensation Peer Group and Other Information for further details)—the Compensation Committee considered and weighed a range of different factors. Since Mr. Orszag became CEO in October 2023, the firm has made tremendous progress. We are more than on pace to achieve our Lazard 2030 goals, and under Mr. Orszag’s leadership we are continuing to build a solid foundation for sustainable future growth. The Compensation Committee considered the following specific examples of Mr. Orszag’s accomplishments in determining his 2025 compensation: •Financial performance improved vs. 2024, with adjusted net revenue increasing 5% and adjusted EPS increasing 4% •Lazard has created significant shareholder value over Mr. Orszag’s tenure as CEO with total shareholder return of 74% through the end of 2025, outpacing the S&P 1500, which returned 62% over the same period •Efforts to transform the Financial Advisory and Asset Management businesses over the past two years are gaining traction and delivering results, with Mr. Orszag actively engaged in recruiting top talent to both businesses, including new leadership in our asset management business and senior bankers in the advisory business •Financial Advisory is ahead of its 2030 targets and delivered record revenue in 2025, hired 21 MDs, and achieved revenue per MD of $8.9 million, an improvement from $6.4 million at the beginning of Mr. Orszag’s tenure as CEO in 2023 •Asset Management achieved record gross inflows, increased average AUM by 2%, and increased management fees and other revenue by 5% Mr. Orszag has been prolific in promoting the firm and our people through intellectual leadership and client connectivity, helping to support our professionals across the globe in serving our clients, and driving our adoption of artificial intelligence. The Compensation Committee also recognized, however, that 2025 was a year of disciplined execution and significant investment in both businesses. These efforts are critical to achieving Lazard’s long-term ambitions. Accordingly, the Committee concluded that it was appropriate for Mr. Orszag’s compensation also to reflect the firm’s focus on cost discipline and prudent management of firm resources. As reflected in the following charts, the awarded compensation of our CEO tends to rise and fall from year to year with changes in the firm’s market capitalization and the key performance indicators (KPIs) in each of our Financial Advisory and Asset Management businesses. This further demonstrates our commitment to pay for performance.
CEO Compensation vs. FA and AM KPIs
| | 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. •The value of equity-based awards fluctuates based on our ability to achieve growth and deliver operating performance that produces value for our shareholders. | | | We Pay for Performance | •A substantial majority of the compensation we pay to each of our NEOs is based on performance, which has helped us successfully retain and motivate our executives. Base salary is the only fixed portion of our compensation program. | | | We Recruit and Retain Top Talent | •We seek professionals who have strong client relationships, valuable industry expertise and demonstrated management skills and who understand our culture and the needs of our business. Our Compensation Committee is committed to awarding our NEOs compensation that is competitive with peers. •We strive to create a culture that fosters commercial and collegial behavior. Our policies and procedures reflect our commitment to equal pay for equal work and ensuring a safe, inclusive workplace, both of which are crucial to our business success. |
Executive Compensation Practices
| 2025 Compensation Program | 2026 Compensation Program | | Beginning of 2025 | Beginning of 2026 | | Establish performance goals for the NEOs •Compensation Committee established both financial performance goals and qualitative objectives for each NEO. | Establish Lazard firmwide scorecard •Compensation Committee approved the Lazard firmwide scorecard for 2026, including categories, weightings, metrics, and goals. CEO’s 2026 incentive compensation will be determined entirely based on performance relative to the criteria in the firmwide scorecard. | | | Establish individual performance goals for the other NEOs (excluding CEO) •Compensation Committee, with input from the CEO, establishes individual performance objectives for NEOs other than the CEO used to determine 50% of each non-CEO NEO’s 2026 incentive compensation. Performance relative to the firmwide scorecard will be used to determine the remaining 50% of their compensation. | | | Establish target and maximum compensation opportunities •Compensation Committee, with input from CAP, establishes a 2026 target total compensation opportunity for each NEO, taking into account compensation data for Lazard’s peer group and other businesses with which Lazard competes. Each NEO’s maximum opportunity will generally equal 125% of the target opportunity. | | During 2025 | During 2026 | | Track progress against performance goals •Compensation Committee reviewed progress against performance goals in executive session at each Committee meeting. | •No change. |
Executive Compensation Practices
| End of 2025 | End of 2026 | | Establish market reference ranges •CAP developed a market reference range for each NEO, considering market compensation data for Lazard’s compensation peer group as well as other businesses with which Lazard competes for business or talent, with a particular focus on market median of the various reference points. | •Not applicable. | | First quarter 2026 | First quarter 2027 | | Evaluate performance relative to goals •Compensation Committee evaluated 2025 financial performance and qualitative achievements relative to each NEO’s pre-established goals. | •Compensation Committee evaluates 2026 performance relative to the criteria in the Lazard firmwide scorecard. •Compensation Committee, with input from the CEO, also evaluates individual performance for the NEOs other than the CEO relative to their 2026 performance objectives. | | Determine awarded compensation for 2025 •Compensation Committee approved actual compensation for each NEO based on evaluation of financial performance and qualitative achievements, and considering Lazard’s performance, each NEO’s individual contributions, the desired positioning within the market reference range, and the CEO’s recommendations for the NEOs other than the CEO. | •Compensation Committee determines actual 2026 compensation for the CEO based entirely on the firmwide scorecard. •Compensation Committee, based on CEO recommendation, approves actual 2026 compensation for the other NEOs based 50% on the firmwide scorecard and 50% on performance relative to their individual performance objectives. | | Determine mix of incentive compensation •Incentive compensation allocated between annual cash bonus and long-term incentives using the deferral schedule. Cash bonus paid and long-term incentive awards delivered first quarter 2026. CEO’s long-term incentive delivered 50% in TSR-PIPRs and 50% in PIPRs. | •No change. | | Establish vesting and performance criteria for long-term incentives •Compensation Committee approved vesting and performance criteria for equity awards: TSR-PIPRs will vest after three years based on relative TSR vs. the S&P 1500 and PIPRs will vest over three years (and subject to the achievement of the Minimum Value Condition). | •No change for 2026; TSR-PIPRs granted for 2025 performance. |
Executive Compensation Practices
| Compensation Committee | •Oversees Lazard’s executive compensation programs •Establishes both financial performance goals and qualitative objectives for each NEO •Evaluates results after the end of the performance year, including firmwide results and each NEO’s achievements relative to their pre-established financial and qualitative goals •Approves compensation for each NEO for the performance year, considering Company results, the achievements of each NEO, and the desired positioning within the compensation reference range •Approves MD deferral schedule used to determine compensation mix for all Lazard MDs, including NEOs, and incentive vehicles awarded to each NEO | | Management | •CEO makes recommendations to the Committee with respect to performance objectives for each NEO •CEO provides input on each NEO’s achievements during the performance year and makes recommendations to the Committee with respect to each NEO’s compensation •Makes recommendations to the Committee with respect to the MD deferral schedule •Provides reporting to the Committee in support of its oversight responsibilities | | Independent Compensation Consultant | •Provides independent advice on executive compensation matters •Advises on design and disclosure of compensation elements •Develops a compensation reference range for each NEO based on a review of prior year market compensation data and indicative trends for the current year for Lazard’s compensation peer group as well as other businesses with which Lazard competes for business or talent •Advises the Committee on executive compensation structure, considering Lazard’s strategic priorities, competitive market practice, and shareholder feedback |
Executive Compensation Practices
How We Use Compensation Peer Group and Other Information Peer Group Data. For our NEOs, the Compensation Committee reviewed an analysis prepared by Compensation Advisory Partners (CAP), the Committee’s independent consultant, regarding compensation levels for 2024 (the most recent year for which comprehensive data for our peers was available), and indicative trends for 2025. CAP reviewed year-end compensation levels for comparable positions at the following financial services firms:
Executive Compensation Practices
We chose this peer group, which is unchanged from 2024, because we compete in the same marketplace with these companies, among other, larger financial services firms and private companies, including hedge funds and alternative asset managers, 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. In 2025, due to limited standalone public company comparators, CAP continued to include compensation survey data from subsidiary businesses of larger financial services firms and private companies that are similar to Lazard in terms of size, business, and/or complexity to provide a more complete picture of the competitive market for our NEOs. For 2025, these businesses included:
Overview of Our 2025 NEO Compensation Program Design and Changes for 2026
How Our 2025 Incentive Compensation Program Works Why We Chose the Incentive Vehicles and Mix In 2025, long-term incentives were delivered in TSR-PIPRs and PIPRs/RSUs. These vehicles were selected to align executive and shareholder interests, motivate outperformance, and support retention. Components of Incentive Compensation
Overview of Our 2025 NEO Compensation Program Design and Changes for 2026
| | CEO(1) | | | 28% | | 72% | | Annual Cash Incentive | | Long-term Incentives |
Overview of Our 2025 NEO Compensation Program Design and Changes for 2026
| | Other NEOs(2) | | | 24% | | 76% | | Annual Cash Incentive | | Long-term Incentives |
Overview of Our 2025 NEO Compensation Program Design and Changes for 2026
| Determine the mix of long-term incentive vehicles between TSR-PIPRs, PIPRs, and RSUs |
PIPRs or RSUs
PIPRs or RSUs 100%
PIPRs or RSUs
| Approve long-term incentive design (granted in March 2026) |
PIPRs or RSUs
| TSR-PIPRs(2) | | | •Cliff vest after 3 years •Earn 0-150% of target based on 3-year relative TSR vs. S&P 1500 | | | Relative TSR Percentile | Payout | | ≥90th | 150% | | 67th | 125% | | 50th | 100% | | 33rd | 75% | | ≤10th | 0% | | •Payout is capped at target if absolute TSR is negative •Payout will be interpolated for performance between points | |
PIPRs or RSUs
| PIPRs/RSUs | | | | •Cliff vest after 3 years •PIPRs are subject to the achievement of the minimum value condition |
PIPRs or RSUs
(1)All NEOs are subject to the same deferral schedule, so incentive awards are split between cash and deferred equity on a consistent basis. Our CEO’s base salary represents a smaller portion of his overall compensation, which results in a slightly higher annual cash incentive percentage. (2)Excludes Messrs. Hogbin and Russo, and Ms. Betsch (3)TSR is measured using the 30-day average adjusted close price at the beginning and end of the performance period.
PIPRs or RSUs
| 68 | | 2026 Proxy Statement |
PIPRs or RSUs
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
PIPRs or RSUs
How We Evaluated Performance and Calculated Payouts The Compensation Committee engages in a robust review of firm-wide, business, and individual performance results in assessing NEO compensation decisions. When assessing company and business results, the Committee considers the following performance metrics, which were selected because they are closely linked to the Lazard 2030 strategy and our key drivers of long-term shareholder value creation:
PIPRs or RSUs
| Lazard Results | Financial Advisory | Asset Management | Strategic Execution | | •Adjusted net revenue •Adjusted EPS •Total shareholder return | •MD headcount •MD productivity | •Net flows •Average fee | •Relevance •Culture and employee engagement •Innovation |
PIPRs or RSUs
The Committee conducts a rigorous and holistic view of results on these key metrics across multiple dimensions:
PIPRs or RSUs
| Relative to Pre- Established Goals | Relative to Industry Competitors | Progress Towards Our Lazard 2030 Goals |
PIPRs or RSUs
The Committee believes that this approach enables us to: •Ensure pay outcomes for our NEOs are appropriately aligned with Lazard’s financial performance and the experience of our shareholders on an annual basis and over the long-term •Avoid windfalls and other unintended outcomes due to the rapidly changing dynamics of our business and the environment in which we operate •Motivate our executives to continue to make appropriate progress toward achieving the objectives of our Lazard 2030 strategy •Support the retention of our key leaders through the cycle For 2026, Lazard adopted a Firmwide Scorecard that incorporates these metrics, as described in greater detail under the section titled, Lazard’s 2026 NEO Compensation Program on page 75.
PIPRs or RSUs
| 2026 Proxy Statement | | 69 |
PIPRs or RSUs
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
PIPRs or RSUs
2025 NEO Awarded Compensation Awarded Compensation The following table (the “Awarded Compensation Table”) shows the base salary and incentive compensation awarded to our NEOs for their performance in 2025 in the manner it was considered by the Compensation Committee. This presentation differs from that contained in the Summary Compensation Table for 2025 in the following respects: •by showing the notional value of TSR-PIPRs and PIPRs and the grant date fair value of RSUs granted in March 2026, as applicable, which related, in each case, to 2025 performance but are not reflected in the Summary Compensation Table for 2025 because they were granted after the end of our 2025 fiscal year (other than Ms. Betsch’s 2025 equity-based payment as noted below); •by excluding the grant date fair value, as determined for accounting purposes, of PIPRs and RSUs granted in 2025 that related to 2024 performance, which, in each case, are included in the Summary Compensation Table for 2025 because they were granted after the end of our 2024 fiscal year; •by excluding the one-time SP-PIPRs that were granted in 2023 in respect of special long-term stock-price milestones to be achieved in future years; •by excluding the values reported in the “Change in Pension Value” and “All Other Compensation” columns, because they are not tied to the applicable NEO’s performance for the applicable year; and •by excluding special retention awards made to Mr. Orszag, which were not the result of the Compensation Committee’s evaluation of his performance for the applicable year 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. A similar methodology has been applied to reflect 2024 and 2023 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 LTIs 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.
Awarded Compensation Table
| Executive(1) | Year | Salary | Incentive Awards | | Total | | | | | Annual Cash | Equity | | | Peter R. Orszag Chief Executive Officer | 2025 | $900,000 | $3,900,000 | $10,200,000 | $15,000,000 | | | 2024 | $900,000 | $3,900,000 | $10,200,000 | $15,000,000 | | | 2023 | $787,500 | $2,157,500 | $6,555,000 | $9,500,000 | | Mary Ann Betsch Former Chief Financial Officer | 2025 | $750,000 | $825,000 | $2,675,000(2) | $4,250,000 | | | 2024 | $750,000 | $825,000 | $2,675,000 | $4,250,000 | | | 2023 | $750,000 | $750,000 | $2,250,000 | $3,750,000 | | Alexandra Soto Chief Operating Officer | 2025 | $750,000 | $1,810,000 | $5,440,000 | $8,000,000 | | | 2024 | $750,000 | $1,730,000 | $5,270,000 | $7,750,000 | | | 2023 | $750,000 | $800,000 | $3,450,000 | $5,000,000 | | Christian A. Weideman General Counsel | 2025 | $750,000 | $937,500 | $3,312,500 | $5,000,000 |
Christian A. Weideman
Compensation Related to Leadership Changes In December 2025, we strengthened our leadership team by welcoming Christopher Hogbin as Chief Executive Officer of Lazard Asset Management. Mr. Hogbin brings to Lazard decades of global business and investment experience, as well as demonstrated success in expanding investment capabilities across public and private markets globally. We believe he will play a pivotal role in achieving our Lazard 2030 goals. Mr. Hogbin succeeded Evan Russo, who transitioned to a senior advisor role after almost 20 years of service to Lazard. In connection with Mr. Hogbin’s appointment, the Compensation Committee approved “make-whole” and other similar awards to compensate him for the annual cash bonus and deferred compensation, including equity awards, from his prior employer that he forfeited to join Lazard, as well as for Lazard’s higher level of deferred compensation. These awards, which are a common market practice to attract top talent, consisted of a cash payment (which is subject to repayment under certain circumstances) and a one-time equity award grant that vests over four years subject to continued employment. In connection with Mr. Russo’s departure, the Compensation Committee approved an agreement to ensure a smooth and orderly leadership transition of the asset management business. The transition agreement provides that Mr. Russo’s departure is a qualifying termination for purposes of his preexisting March 2022 retention agreement, which entitles him to certain separation benefits under that prior agreement. Mr. Russo will not receive any incremental or discretionary separation benefits beyond those provided in the March 2022 retention agreement. All arrangements were publicly disclosed at the time of the transition. In February 2026, our Board appointed Tracy Farr as Chief Financial Officer of Lazard. Mr. Farr, a long-time Lazard managing director with two decades of finance experience, succeeded Mary Ann Betsch, who transitioned to a senior advisor role. Ms. Betsch had been a key leader in strengthening Lazard’s financial foundation since joining in 2022. She helped advance the firm’s reporting and planning capabilities and helped integrate the global finance function. In connection with Ms. Betsch’s transition, the Compensation Committee approved an agreement to ensure an orderly transition and continuity in the finance function. The transition agreement provides that Ms. Betsch’s departure is a qualifying termination for purposes of her preexisting August 2023 retention agreement, which entitles her to certain separation benefits under that prior agreement. Ms. Betsch will not receive any incremental or discretionary separation benefits beyond those provided in the August 2023 retention agreement. All arrangements were publicly disclosed at the time of the transition. Stock Price PIPRs – Retention through 2030 and Alignment with Lazard 2030 In 2023, the Compensation Committee granted certain SP-PIPRs to Mr. Orszag to incentivize him to drive long-term growth and to achieve our Lazard 2030 goals. As described in more detail below, the SP-PIPRs are designed to align our CEO’s long- term interests with those of our shareholders. For the awards to vest, Lazard must achieve and sustain rigorous stock price hurdles and Mr. Orszag must satisfy multi-year continued service periods. Otherwise, the awards are forfeited. The SP-PIPRs vest in three tranches based on continued service through the applicable grant date anniversaries and on achieving the following stock price milestones: •20% vests if our stock price appreciates to $43.10 by August 2026 (representing a 25% increase above the grant date stock price); •40% vests if our stock price appreciates to $51.72 by August 2028 (representing a 50% increase above grant date stock price); and •the remaining 40% vests if our stock price appreciates to $68.96 by August 2030 (representing a 100% increase above the grant date stock price). For each individual tranche to vest, the applicable stock price milestone (e.g., $68.96) must be sustained for 30 consecutive trading days—or approximately six calendar weeks—prior to the applicable anniversary of the grant date. If the performance condition is not achieved during the relevant timeframe, all SP-PIPRs in that tranche are forfeited. In 2024, we achieved the stock price milestones for the first two tranches. Both tranches remain subject to the service-based vesting conditions described above. To receive these awards, Mr. Orszag must continue to serve as CEO through August 2026 and 2028, respectively. We have not achieved the stock price milestone for the third tranche. See also Transition Agreement with Mr. Russo for information on Mr. Russo’s transition agreement and treatment of outstanding equity-based awards, including outstanding SP-PIPRs. The Compensation Committee does not intend to grant additional SP-PIPRs (or other one-time awards) to current NEOs.
Christian A. Weideman
2026 Firmwide Scorecard In the first quarter of 2026, the Committee, with input from Lazard management, established the 2026 Firmwide Scorecard, which will be used to determine actual NEO compensation for 2026. The Committee selected the metrics in the Firmwide Scorecard, as outlined below, because they align with the Lazard 2030 strategy and are key drivers of long-term shareholder value creation.
Christian A. Weideman
How We Will Use the Scorecard to Calculate NEO Incentives The CEO’s 2026 incentive compensation will be determined based 100% on the Firmwide Scorecard. Incentive compensation for the other NEOs will be determined based 50% on the Firmwide Scorecard and 50% on individual performance objectives.
Christian A. Weideman
Lazard expects to use the same approach to determine 2026 pay mix and long-term incentive mix as it used for 2025, including delivering 50% of the CEO’s long-term incentive award, which will be granted in 2027, in TSR-PIPRs.
Christian A. Weideman
Other Compensation Policies and Practices Stock Ownership Guidelines We have stock ownership guidelines for our NEOs, which require our CEO and the other NEOs to own shares of our common stock (including restricted stock) or unvested time-based equity awards that could be settled in shares (including restricted stock units and PIPRs), equal to, in the case of our CEO, six times his base salary, and in the case of each other NEO, three times such NEO’s base salary. Each NEO has five years from the date the guidelines first applied to him or her. We do not count unearned performance awards towards the achievement of the guidelines. Once an NEO reaches the requisite ownership guideline amount, such NEO will be deemed in compliance, notwithstanding subsequent stock price fluctuations. All of our NEOs currently exceed, or are on track to exceed, the required ownership levels. As discussed under “Certain Relationships with Our Directors, Executive Officers, Principal Shareholders, and Employees – Anti-Hedging Policy”, our NEOs are prohibited from short-selling Company securities or entering into a transaction involving a put, call or other derivative or hedge on Company securities. Compensation Clawback Policies We have a compensation clawback policy for our executive officers. Pursuant to our current clawback policy, if our Board determines that any bonus, annual or long-term incentive payment, equity award or other compensation (including without limitation all time-based incentive awards) awarded to or received by an executive officer was based on any financial results or operating metrics that were achieved as a result of that executive officer’s intentional fraudulent or illegal conduct, we will seek to recover from the executive officer such compensation (in whole or in part) as the Board deems appropriate under the circumstances and as permitted by law. Additionally, in accordance with the clawback provisions of the Dodd-Frank Act and the corresponding listing standards, we adopted an additional clawback policy in October 2023 that requires us to recover certain erroneously awarded incentive-based compensation received by current or former executive officers. We refer to these policies collectively as the “Clawback Policies.” Practices Related to the Grant of Certain Equity Awards In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant stock options, stock appreciation rights or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of the grant of such options or option-like instruments relative to the Company’s disclosure of material nonpublic information. Should the Company determine to make grants of options or option-like instruments, the Board will evaluate the appropriate steps to take in relation to the foregoing. Risks Related to Compensation Policies We have identified two primary risks relating to compensation: (1) that compensation will be insufficient to retain talented individuals; and (2) that compensation strategies might result in unintended incentives. To combat the first risk, we believe both the levels of compensation, which are reviewed against comparative compensation data, and the long-term vesting periods of our deferred compensation awards have had the effect of aiding our retention of our NEOs and other key employees. With respect to the second risk, the Company-wide year-end discretionary compensation program is designed to reflect the performance of the Company, the performance of the business in which the employee works and the performance of the individual employee. The program is designed to discourage excessive risk-taking through long-term vesting periods. Based on the foregoing, we do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
Christian A. Weideman
Certain Tax Considerations All forms of PIPRs are designed to qualify as “profits interests” for U.S. federal income tax purposes and are intended to offer recipients a long-term incentive compensation award comparable to RSUs, as applicable, while allowing them potentially more favorable income tax treatment in return for incurring additional risk. Neither the grant nor vesting of PIPRs will be deductible by the Company as compensation expense for tax purposes. Even if such a compensation deduction were available to the Company, the Company may not, in any event, be able to use the full deduction. It is anticipated, however, that the future exchange of vested PIPRs for shares of our common stock will increase the amortizable tax basis of certain assets of Lazard Group and its subsidiaries. These increases in tax basis may reduce the amount of tax that the Company’s subsidiaries would otherwise be required to pay in the future. In addition, if the Internal Revenue Service were to successfully challenge the tax characterization of PIPRs as profits interests, the holder would be responsible for the incremental taxes, and the Company would indemnify the holder against any taxes pursuant to Section 409A of the Internal Revenue Code. Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION COMMITTEE
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation (5)(6) | Total | | | | | | Annual Grants(2) | Special Grants(3) | Total(4) | | | | | Peter R. Orszag Chief Executive Officer | 2025 | $900,000 | $3,900,000 | $8,666,548 | — | $8,666,548 | — | $256,904 | $13,723,452 | | | 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 | | Mary Ann Betsch Former Chief Financial Officer | 2025 | $750,000 | $825,000 | $2,272,829 | — | $2,272,829 | — | $2,717,041 | $6,564,870 | | | 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 | | Christopher Hogbin Chief Executive Officer of Lazard Asset Management | 2025 | $62,500 | $— | $— | $16,379,839 | $16,379,839 | — | $3,775,248 | $20,217,587 | | Evan L. Russo Former Chief Executive Officer of Lazard Asset Management | 2025 | $750,000 | $— | $4,044,374 | — | $4,044,374 | — | $224,738 | $5,019,112 | | | 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 | | Alexandra Soto Chief Operating Officer | 2025 | $750,000 | $1,810,000 | $5,390,609 | — | $5,390,609 | — | $52,348 | $8,002,957 | | | 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 | | Christian A. Weideman General Counsel | 2025 | $750,000 | $937,500 | $2,633,931 | — | $2,633,931 | — | $31,597 | $4,353,028 |