UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
Information Required in Proxy Statement
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☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to § 240.14a-12 | |
| ☒ | No fee required. |
☐ | Fee paid previously with preliminary materials. | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and0-11. | |
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2023 Annual General Meeting of Shareholders
NOTICE OF | |||||||||
Date: | | | May 9, 2024 | ||||||
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9: | Time | ||||||||
Place: | | | Virtual Annual Meeting www.virtualshareholdermeeting.com/LAZ2024 | ||||||
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Items of Business1. Election ofElect three directors to our Board of Directors (our “Board”) for a three-year termterms expiring at the conclusion of the Company’sour annual general meeting in 2026;2. Consideration ofConsider a non-binding advisory vote regarding executive compensation;3. Consideration of a non-binding advisory vote regarding the frequency of the advisory vote on executive compensation;4.Ratification ofRatify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 20232024 and authorization of the Company’sour Board, of Directors, acting by itsour Audit Committee, to set their remuneration; and4. Approve the amendment to our 2018 Incentive Compensation Plan (the “2018 Plan”) to increase the number of shares of common stock authorized for issuance under the 2018 Plan; and 5. Consideration ofConsider any other matters that may properly be brought before the meeting or any adjournment or postponement thereof.Only shareholders of record at the close of business on March 21, 202311, 2024 may vote by attending the virtual meeting or by proxy at the meeting or any adjournment or postponement thereof.Proxy Statement and Other MaterialsThe Proxy Statement is being first sent to shareholders on or about March 22, 2023,21, 2024, together with a copy of the Company’s 2022our 2023 Annual Report, which includes financial statements for the period ended December 31, 20222023 and the related independent auditor’s reports. Those financial statements will be presented at the meeting.Your vote is important. Please exercise your shareholder right to vote.By order of the Board of Directors,Scott D. HoffmanChief Administrative Officer, Christian A. WeidemanGeneral Counseland Secretary
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Item 3 | | | ||
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Item 4 | | | ||
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Item 5 | | | ||
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Annex A | | | ||
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Annex B | | | ||
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Upon effectiveness of the Domestication, all shares of Lazard Bermuda Class A common stock were converted to an equivalent amount of shares of Lazard Delaware common stock. All references to shares of common stock of the Company in this proxy statement that relate to a date or period prior to the Domestication should be considered to be references to Lazard Bermuda’s Class A common stock or shareholders of Lazard Bermuda, and all references to shares of common stock of the Company in this proxy statement that relate to a date or period from or following the Domestication should be considered references to Lazard Delaware common stock, par value $0.01 per share.
Agenda Item | | | Matter | | | Board Recommendation |
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Item 1 | |
| Elect three directors to our Board | | | VOTE FOR |
Item 2 | |
| Consider a non-binding advisory vote regarding executive compensation | | | VOTE FOR |
Item 3 | |
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Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for | | | VOTE FOR |
2022 Financial Highlights
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Approve the 2018 Incentive Compensation Plan Amendment |
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VOTE FOR | ||
OPERATING REVENUE | | | ADJUSTED COMPENSATION RATIO | | | OPERATING MARGIN, ADJUSTED BASIS |
$2,440M | | | 69.8% | | | 6.8% |
Successfully navigated a challenging market | | | Reflects balanced cost discipline with talent retention | | | Focus on cost discipline and continued investment in growth over the cycle |
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RETURN OF CAPITAL | | | NET INCOME, AS ADJUSTED | | | ADJUSTED EARNINGS PER SHARE, DILUTED |
$330M | | | $75M | | | $0.77 |
Demonstrated long-term commitment to shareholder value creation | | | Demonstrated resilience through the cycle | | | Coincides with a reduction in average shares outstanding of 6% from 2022 |
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Independent Board | | | • Eight of our • All Committees of |
Executive Chairman | | | • The roles of Chief Executive Officer (“CEO”) and Chairman of the Board were split in 2023 into two separate roles with the creation of the Executive Chairman role • Kenneth M. Jacobs was appointed Executive Chairman and continues to advise clients on strategic financial matters |
Strong Lead Independent | | | •
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Diverse and Engaged Board | | | • • • Overall attendance by our 2023 • |
Executive Sessions | | | • Independent directors meet regularly without management present |
Succession Planning | | | • Our Board takes an active role in succession planning • Succession and executive development are discussed with, • Directors meet with senior managers who are not Named Executive Officers |
Term Limit | | | • Independent directors are limited to serving four complete terms, in addition to any partial term • • Six of our eight independent directors were nominated or appointed over the last |
Disciplined | | | • 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, further aligning the performance of our NEOs to shareholder success |
Equity | | | • shareholders • |
Accountability | | | • • in place • Shareholders owning 10% or more of our outstanding share capital have the right to convene a special meeting |
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Committees of the Board of Directors | |||||||||||||||||
| | Audit | | Compensation | | | Nominating Governance | | | Workplace and Culture | |||||||
Ann-Kristin Achleitner (Independent) | | |  | | | | | | | | |||||||
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Andrew M. Alper (Independent) | |  |  | | Chair | | | | | ||||||||
Stephen R. Howe Jr. (Independent) | | | Chair | | | | | | | | |||||||
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Kenneth M. Jacobs ( | | | | | | | | | |||||||||
Michelle Jarrard (Independent) | | | | | | | | | | Chair | |||||||
Iris Knobloch (Independent) | | | | | | | | Chair | | | |||||||
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Jane L. Mendillo (Independent) | | | | | | | | | | | |||||||
Peter R. Orszag (CEO and Director) | | | | | | | | | |||||||||
Richard D. Parsons (Lead Independent Director) | | | | | | | | | | | | | |||||
Dan Schulman (Independent) | | | | | | | | | | | | ||||||
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Peter R. Orszag serves as Chief Executive Officer and Kenneth M. Jacobs serves as Executive Chairman of our Board of Directors and CEO.Directors. Richard D. Parsons serves as our Board’s Lead Independent Director, or Lead Director. This leadership structure provides:
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| − | effective continuity of leadership in light of the nature of the Company and its experience and history; |
| − | fluid communication and coordination between the Board and |
| − | diversity of experience and insight; and |
| − | enhanced client and shareholder engagement and relationships with our Board. |
Our Lead Independent Director, working with our other independent directors:
| − | provides active oversight of the development and implementation of the Company’s strategy; |
| − | provides thorough oversight and evaluation of CEO and senior management performance and compensation, and has regular discussions with our CEO about the Company and its strategy; and |
| − | reviews and approves Board meeting schedules and agendas. |
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Our Board has determined that eight of our Board’s nine currentits ten members (representing 89% of our Board’s current members)(or 80%), including our Lead Independent Director, are independent under the listing standards of the New York Stock Exchange or the NYSE,(“NYSE”) and our own Standardsstandards of Director Independence. After the 2023 Annual General Meeting, assuming the election of the directors nominated for election, seven of our Board’s eight members will be independent.
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 and approves meeting schedules and agendas for theirhis or her relevant Committee.
Executive sessions of our Board follow regularly scheduled Board meetings, and our Lead Independent Director presides over executive sessions.
Many meetings of the Board’s Committees also include executive sessions andpresided over by the ChairChairs of the applicable Committee presides over those executive sessions.
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.
Our people are our most important asset and we strive to create a culture that fosters excellence, collaboration, innovation, empowerment, inclusion and engagement.
We believe that a strong cultural foundation devoted to being both commercial and collegial is imperative to achieving the Lazard 2030 plan, which includes a series of ambitious long-term growth objectives and initiatives. In 2023, we defined what we mean by “collegial” and began developing a new compensation model for managing directors in our Financial Advisory business to incentivize collegial behavior.
We support diverse perspectives through employee affinity groups, which provide valuable insight and education programs to strengthen our inclusive culture, support career development and extend networking across the firm and professional levels. Resources include:
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For the second year in a row, Lazard ranked #5#4 in the 20232024 Vault Banking 25 survey (up one place from #5 in 2023) that assesses the best places to work for investment banking professionals in North America. In 2023, JUST Capital ranked Lazard #14 in the capital markets industry, including ranking #4 in the industry for both diversity, equity and inclusion and climate change issues.
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We highly value the perspectives of our stakeholders and proactively engage throughout the year.
In 2022,2023, we hosted meetings with approximately 80%67% of active institutional shareholders, based on reported holdings.
We prioritize long-term value creation and return of excess capital to shareholders through a flexible capital allocation strategy, while retaining sufficient capital for operating needs.
We believe we have had a strong payWe’re committed to paying for performance and have shifted to a new long-term compensation program with rigorous quantitative metricsbased on share price and our employees hold a significant portion, approximately 25%27%, of fully diluted shares outstanding; we plan to meet with shareholders to help us further improve our program.
We assess feedback from our stakeholders and continually enhance dialogue and reporting of pertinent investor information.
We believe that the commitment to sustainability starts at the top – our Board has oversight responsibility for our global culture and sustainability efforts, while management provides senior-level input and review and strategic execution of our initiatives. Our Nominating and Governance Committee Our annual Corporate Sustainability Report Our People and Culture; Sustainable Business Ethics; Leadership Environmental Sustainability. Additional sustainability initiatives include: Voluntary disclosures responding to the Sustainability Accounting Standards Board Our commitment to the Net Zero Asset Managers initiative to work in partnership with asset owner clients in developing decarbonization goals; and Our firm-wide initiative, Lazard Climate Center, which analyzes financial impacts of climate change and the energy transition on companies and markets. Evaluating environmental risks and opportunities in our investments and strategic advice;Corporate Sustainabilityhas explicit responsibilityis responsible for evaluating environmental, social and governance factors which arise in the operation of our business and, at its discretion, allocates key priorities to the Audit, Compensation and Workplace and Culture Committees for collaboration and review.or CSR,(“CSR”) addresses environmental, social and governance (ESG)(“ESG”) topics important to our stakeholders and to our business. Key pillars to our CSR include:− ◾− ◾Business;− ◾Sustainable Financial Advisory;− − ◾&and Governance; and− ◾− ◾(SASB)(“SASB”) and Task Force on Climate-Related Financial Disclosures (TCFD)(“TCFD”) frameworks;− ◾− ◾Enhancing our ESG performance isWe operate with the highest standards of integrity and a part of our long-term strategy, our operationscommitment to diversity, inclusion, equity and our values.responsible business and environmental initiatives. Our focus on ESG topics includes:− ◾Page 5
Proxy Statement Summary | Shareholder Engagement and Corporate Sustainability Highlights
| − | Continuing to foster our culture of excellence, including a rigorous approach to responsible business principles, education and training; and |
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Leading with integrity and engaging with our stakeholders. |
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Our commitment to the United Nations Global Compact, the world’s largest corporate sustainability initiative, solidifies our alignment with the ten principles addressing human rights, labor, environment and anti-corruption.
Our partnership with New Visions for Public Schools is one of the initiatives through which we support our community. Over a two-year program, the Lazard New Visions Academy provides public high school students from under-resourced communities access to post-secondary readiness opportunities, financial literacy skills and professional capital. Since 2021, the Lazard New Visions Academy engaged 246 employee volunteers and served over 800 students across New York City. |
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Proxy Statement Summary | Executive Compensation Highlights
Executive Compensation Highlights
We encourage our shareholders to review the section titled “Compensation Discussion and Analysis” below for a comprehensive discussion of our executive compensation for 2022.
Our Compensation Philosophy
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Our NEO Compensation Program Design
Our CEO’s 2022 Compensation
Our CEO’s 2022 Compensation Mix
Our CEO’s 2022 total compensation decreased 30% compared to 2021, and the cash portion of our CEO’s incentive compensation decreased more than 77% compared to 2021, each of which exceed the 12% decline in operating revenue from 2021 and the 26% decline in earnings per share from 2021, demonstrating that our CEO’s compensation is reflective of Lazard’s performance. Additionally, we delivered 100% of our CEO’s 2022 awarded compensation in equity awards that vest over three years, maintaining the alignment between our CEO and our shareholders.
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Proxy Statement Summary | Executive Compensation Highlights
Compensation Committee Considerations for Our CEO’s 2022 Compensation
Our Compensation Committee considered the following factors in determining our CEO’s total compensation for 2022:
our financial performance in 2022, as reflected in the 2022 financial highlights described above, in the context of challenging global macroeconomic conditions;
our 2022 financial performance relative to our record financial performance in 2021;
the continued achievement of our financial goals described in this Proxy Statement;
our CEO’s management of business operations through the global health crisis, including his leadership in implementing a sustainable remote work environment necessary to address the changing work landscape, demonstrating the value of the Company’s significant prior investments in technology infrastructure;
through our CEO’s leadership, the Company’s continued cultivation of a workplace culture that fosters productivity and professional and personal development, and promotes inclusion, diversity, equality and allyship, including the appointment of a firm-wide diversity, equality and inclusion senior manager, a commitment to increase diversity across the firm by 2026 (including by increasing the representation of women on our leadership team), and support of employee resource groups dedicated to enhancing education and community within our firm;
our CEO’s continued conceptualization of Lazard’s plan for growth, and his oversight of progress with regard to that plan;
our CEO’s continued support of expanded ESG efforts through the appointment of our head of corporate sustainability, the expanded oversight of environmental, social and governance priorities through our Nominating and Governance Committee, and the publication of voluntary disclosures in our CSR, SASB and TCFD publications;
our continued active communication with shareholders and the analyst community regarding our strategic plan, initiatives for profitable and sustainable growth and dedication to strengthening our outreach efforts and enhancing investor awareness of the Company’s business model, strategic objectives and accomplishments;
our CEO’s individual contributions toward client relationships and activities in support of our Financial Advisory business;
our CEO’s active role in continuing to develop senior leaders and succession planning and, in that regard, seamlessly putting in place a new leadership structure in our Asset Management business, successfully recruiting and transitioning our new CFO and addressing the retirement of a long-time member of senior management;
our CEO’s active role in the recruitment of key professionals across our businesses and the development of new investment strategies in our Asset Management business; and
our CEO’s leadership in maintaining and fostering a culture of cost discipline throughout the firm, reaffirming our commitment to cost control.
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Director Attributes Anticipated Following Our 2023 Annual General Meeting
The Board of Directors recommends a vote FOR the election of each nominee listed below. |
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Ann-Kristin Achleitner  Age:
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Independent Director
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Director since April 2021 Committees: • Audit • Nominating and Governance | |
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Item 1: Election of Directors | Nominees for Election
Directors Continuing in Office
(Term Expiring in 2024)
Ann-Kristin
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Qualifications: | |
Andrew M. Alper
 Age: Independent Director Director since October 2012 Committees: • Audit • Compensation (Chair) | | Andrew M. Alper serves as Chairman of Alper Investments, Inc. From October 2006 to January 2013, Mr. Alper served as the Chairman and Chief Executive Officer of EQA Partners, LP, a limited partnership engaged in a global macro strategy. From February 2002 to June 2006, Mr. Alper served as President of the New York City Economic Development Corporation and Chairman of the New York City Industrial Development Agency, appointed to both positions by Mayor Michael Bloomberg. Prior to that, Mr. Alper spent 21 years in the Investment Banking Division of Goldman, Sachs & Co., where he was Chief Operating Officer of the Investment Banking Division from 1997 to 2000. Mr. Alper was co-head of the Financial Institutions Group of the Investment Banking Division of Goldman, Sachs & Co. from 1994 to 1997. Mr. Alper is a member of the board of trustees of the University of Chicago and served as its Chairman from June 2009 until May 2015. Mr. Alper also serves as a trustee of the University of Chicago Medical Center and the Mount Sinai Medical Center in New York. Qualifications: Mr. Alper was selected to be a director of Lazard because of his extensive experience with the financial and operational aspects of businesses that are comparable to Lazard, as well as his background and experience in government service. | |
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(Termfor Three-Year Terms Expiring in 2025)
Stephen R. Howe Jr.  Age: Independent Director Director since February 2024 Committees: • Audit (Chair) • Workplace and Culture | |
Mr. Howe served as U.S. Chairman (2012-2018) and U.S. Managing Partner and Americas Area Managing Partner (2006-18) of Ernst & Young (“EY”) and was a member of EY’s Global Executive Board from 2006 until his retirement in Financial Accounting Foundation. Qualifications: | |
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Jane L. Mendillo
• Workplace and Culture | | Jane L. Mendillo has spent over 30 years in the fields of endowment and investment management. As the CEO of the Harvard Management Company from 2008 to 2014, she managed Harvard University’s approximately $37 billion global endowment and related assets across a wide range of public and private markets. Ms. Mendillo was previously the Chief Investment Officer at Wellesley College for six years. Prior to that, she spent 15 years at the Harvard Management Company in various investment roles. Earlier in her career she was a management consultant at Bain & Co. and worked at the Yale Investment Office. Until June 2022, Ms. Mendillo Qualifications: Ms. Mendillo was selected to be a director of Lazard because of her | |
Richard D. Parsons
• Nominating • Workplace and Culture | | Richard D. Parsons is a co-founder and partner of Imagination Capital LLC, a venture capital firm launched in November Qualifications: Mr. Parsons was selected to be a director of Lazard because of his extensive and diverse leadership experience | |
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Dan Schulman  Age: 66 years Independent Director Director since February 2024 Committees: • Compensation • Nominating and Governance • Workplace and Culture | | Mr. Schulman served as the President and Chief Executive Officer of PayPal Holdings, Inc. (“PayPal”) from July 2015 to September 2023 and as PayPal’s President and Chief Executive Officer-Designee from September 2014 to July 2015. He also has served on PayPal’s Board from July 2015 to December 2023. Prior to PayPal, Mr. Schulman served as Group President, Enterprise Group of American Express Company from August 2010 to August 2014. Mr. Schulman was President, Prepaid Group of Sprint Nextel Corporation from November 2009 to August 2010, and also served in other executive leadership positions at Virgin Mobile USA, Inc., Priceline Group, Inc., and AT&T, Inc.. Mr. Schulman currently serves on the boards of Cisco Systems, Inc., where he chairs the Compensation and Management Development Committee and serves on the Nomination and Governance Committee, and Verizon Communications Inc., where he chairs the Human Resources Committee. He is on the Business Roundtable Board and the board of The Economic Club of New York and is an International Advisory Council member of the Singapore Economic Development Board. He is a life member of the Council on Foreign Relations. Qualifications: Mr. Schulman was selected to be a director of Lazard because of his demonstrated track record of driving transformative growth and innovation at financial services companies. | |
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Kenneth M. Jacobs  Age: 65 years Executive Chairman since October 2023 | | Kenneth M. Jacobs has served as Executive Chairman since October 2023 and had served as Chairman of the Board of Directors and Chief Executive Officer of Lazard from November 2009 to September 2023. Mr. Jacobs has served as a Managing Director of Lazard since 1991 and had been a Deputy Chairman of Lazard from January 2002 until November 2009. Mr. Jacobs also served as Chief Executive Officer of Lazard North America from January 2002 until November 2009. Mr. Jacobs initially joined Lazard in 1988. Mr. Jacobs is a member of the Board of Trustees of the University of Chicago and the Brookings Institution. He is also a Director of the Partnership for New York City, and a member of the Council on Foreign Relations. Mr. Jacobs earned an MBA from the Stanford University Graduate School of Business and a Bachelor’s Degree in Economics at the University of Chicago. Qualifications: Mr. Jacobs was selected to be the Executive Chairman of Lazard because of his deep insights into a wide array of businesses and his experience in complex board issues, and his long tenure at Lazard as a trusted advisor, collaborator and team leader. | |
Michelle Jarrard  Age: 56 years Independent Director Director since January 2017 Committees: • Compensation • Workplace and Culture (Chair) | | Michelle Jarrard is a former Senior Partner of McKinsey & Company, where she held multiple senior leadership roles during her 25-year career, including as Global Chief HR and Talent Officer from 2007 until her retirement in January 2016. She was a member of McKinsey’s Global Operating Committee, with responsibilities including: People Strategy; Talent Acquisition and Development; Learning; Partner Compensation & Evaluation; Diversity; HR Analytics, Policies & Risk; and Internal Communications. Ms. Jarrard serves as CEO of, and also serves on the board of directors of, BioCircuit Technologies, an early-stage medical device company in the field of neuromodulation and nerve repair. From January 2016 to August 2018, Ms. Jarrard was a Managing Director of the GRA Venture Fund, LLC, a private investment fund providing early-stage capital to Georgia-based technology companies. Ms. Jarrard is a director of Crawford & Company and a director of Inspire Brands. She earned her MBA from Harvard Business School and a Bachelor’s Degree in Industrial Engineering from the Georgia Institute of Technology. Qualifications: Ms. Jarrard was selected to be a director of Lazard because of her experience serving in senior leadership positions, including human capital development positions, within a major professional services firm. | |
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Iris Knobloch  Age: 61 years Independent Director Director since April 2018 Committees: • Compensation • Nominating and Governance (Chair) | | Iris Knobloch is Chairwoman and President of the Cannes Film Festival. She is also the Chairman of the Board of Directors of Deezer, the Vice Chairman and Lead Independent Director of the board of directors of AccorHotels, a member of the board of directors of Vail Resorts, Inc., and a governor of the American Hospital in Paris. She was Chairwoman and CEO of I2PO, a Special Purpose Acquisition Company, which successfully listed the music streaming platform Deezer on the Paris Stock Exchange in 2022. Ms. Knobloch was a senior executive with WarnerMedia and its predecessor companies from 1996 to 2021, most recently as President of WarnerMedia in France, Germany, the Benelux, Austria and Switzerland. Before that, Ms. Knobloch was in charge of Time Warner’s International Relations and Strategic Policy for Europe. Previously, Ms. Knobloch was an attorney with Norr, Stiefenhofer & Lutz and with O’Melveny & Myers in Munich, New York and Los Angeles. Ms. Knobloch was a member of the board of directors of LVMH Moët Hennessy Louis Vuitton from April 2019 to July 2021 and a member of the board of directors of Central European Media Enterprises from April 2014 to June 2018. Ms. Knobloch received a J.D. degree from Ludwig-Maximilians-Universitaet and an L.L.M. degree from New York University. Qualifications: Ms. Knobloch was selected to be a director of Lazard because of her Continental European perspective from her leadership positions in multi-national businesses, and her experience in strategy, digital media, and emerging markets. | |
Peter R. Orszag  Age: 55 years Chief Executive Officer and Director since October 2023 | | Mr. Orszag became Chief Executive Officer of Lazard, Inc. and Lazard Group in October 2023. He previously served as Chief Executive Officer of Financial Advisory from June 2019 until September 2023. Prior to that he was Lazard’s Head of North American Mergers & Acquisitions since July 2018 and Global Co-Head of Healthcare since November 2016. Mr. Orszag joined Lazard in May 2016 as a Vice Chairman of Investment Banking from Citigroup, where he was Vice Chairman of Corporate and Investment Banking and Chairman of the Financial Strategy and Solutions Group from January 2011 to February 2016. Mr. Orszag served as the Director of the Office of Management and Budget in the Obama Administration from January 2009 to July 2010, and was the Director of the Congressional Budget Office from January 2007 to December 2008. Mr. Orszag is a member of the Board of Directors of the Peterson Institute for International Economics, the Mt. Sinai Medical Center and New Visions for Public Schools in New York, and is a member of the National Academy of Medicine. Qualifications: Mr. Orszag was selected as Chief Executive Officer and Director of Lazard based on his vision, intellect and dynamism, his deep experience in financial services and related fields, and his proven abilities in leading large organizations and in attracting and motivating top talent. | |
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Chairman role would best serve the interests of the Company and its shareholders by facilitating the Company’s leadership succession plan while retaining past governance experience. This transition took effect on October 1, 2023, when Mr. Orszag’s appointment as CEO took effect along with the appointment of Kenneth M. Jacobs hasas Executive Chairman. The Board continues to recognize the value in, and need for, strong independent perspectives especially to avoid any potential conflicts, and so continues to maintain the Lead Independent Director position to provide this balance.
The Board believes that the Company and its shareholders are best served by maintaining the flexibility to have either the same individual serve as Chairman and CEO or to separate those positions based on what is in the best interests of the Company and its shareholders at a given point in time. Thethrough September 2023. Our Board believes that the members of the Board possess considerable experience, breadth of skills and unique knowledge of the challenges and the opportunities the Company faces and that thefaces. Further, our Board is best positioned to identify the person who has the skill and commitment to be an effective Chairman.
The Board believes there is no single best organizational model that is the most effective in all circumstances, and the Board retains the right to separate the positions of Chairman, and CEO if it deems it appropriate inbelieves that, at this time, the future.
Company is best served by retaining Mr. Jacobs’ skill and experience by service as Executive Chairman.
each committee of our Board.
presiding at meetings of the Board in the absence of the Executive Chairman, including the executive sessions of the independent members of the Board, and providing feedback to the Executive Chairman and the CEO, other senior executives and key managing directors, as appropriate, from such executive sessions of the independent directors;
for the purpose of facilitating timely communication, serving as a liaison between (1) the independent directors (including committee chairpersons)chairs) and (2) the Executive Chairman and the CEO, other senior executives and, in
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Information Regarding consultation with the Board of DirectorsExecutive Chairman and Corporate Governance | Leadership Structure
with input from the other independent directors, (1) reviewing and approving Board meeting schedules, as well as the agendas for such meetings, and (2) calling meetings of the independent directors and setting the agendas in connection with such meetings;
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in consultation with the CEO, identifying and supporting talented individuals within the Company;
being available for consultation or direct communication with significant shareholders;
together with the Compensation Committee, conducting periodic performance appraisals of the CEO;
coordinating the activities of the chairpersonschairs of Board committees; and
performing such other duties as the Board may from time to time delegate to the Lead Independent Director.
The Board believes Mr. Jacobs serving as Chairman and CEO and Mr. Parsons serving as a separate and independent Lead Director provides the most effective leadership for the Company at the present time, offers an appropriate balance between the roles and provides a satisfactory counterbalance to the combined role of Chairman and CEO.
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Information Regarding the Board of Directors and Corporate Governance | Shareholder Engagement
Shareholder Engagement
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We highly value engagement with our shareholders and maintain an active dialogue through individual and small-group meetings as well as participation in investment conferences. We engage with our shareholders and potential investors throughout the year on a wide variety of topics, such as business strategy, market conditions, financial performance, competitive landscape, capital allocation, regulatory and governance changes, and environmental and social responsibility.
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We conduct significant outreach each year following the distribution of our annual proxy. We value our shareholders’ opinions and continually take into consideration their feedback as part of our ongoing evaluation of our executive compensation programs. Our strong foundation of shareholder engagement |  | |||||||
We conduct significant outreach each year following the distribution of our annual proxy. We value our shareholders’ opinions and continually take into consideration their feedback as part of our ongoing evaluation of our executive compensation programs. Our strong foundation of shareholder engagement has resulted in a history of implementing changes over the years based on shareholder feedback, such as recently implementing a tenure policy for independent directors that enhances Board refreshment by limiting independent directors to serving four complete terms (in addition to any partial term), and making significant enhancements to the performance metrics applicable to our NEOs’ outstanding performance-based long-term incentive awards in order to better align their compensation with shareholder benefits.
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Topic Discussed | | | Our Response |
Annual Incentive Awards | | | Our |
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| | Shareholder feedback on this topic reflected an understanding of market practice in the financial services industry, our overall compensation program and the | ||
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Information Regarding the Board of Directors and Corporate Governance | Shareholder Feedback on Executive Compensation
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Peer Benchmarking | | | Lazard’s selected peer group reflects the competitive market for talent in which we compete, and we aim to align compensation within this group. We believe other peer groups generated by broad industry categorization and market capitalization do not accurately reflect the businesses and competitive market for |
Equity Compensation Dilution | | | We |
| | Shareholder feedback on this topic noted that the | ||
| | Our demonstrated history of offsetting the potentially dilutive impact of the equity component of our compensation programs is an important aspect of our equity compensation practices and most shareholders are supportive of maintaining our stock-based compensation program. We believe these practices reflect a responsible approach to equity compensation. | ||
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We recognize our business has an effect beyond the profits we generate. While we seek to deliver value for our shareholders, we also seek to create long-term societal value through our contributions to global economies, our reputation for innovation, our culture of quality and prudence, and our belief in contributing to a sustainable future.
As a firm, we have developed the Guiding Principles of excellence, empowerment and engagement to help us to achieve the greatest impact for all Lazard stakeholders. These Guiding Principles reflect our distinctive culture and our aspirations for the future. They have shaped our success in the past and point the way forward toward sustainable growth.
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AUDIT COMMITTEE | COMPENSATION COMMITTEE | |||||||||||||||||||
Members: | ||||||||||||||||||||
(Chair) Ann-Kristin Achleitner Andrew M. Alper Jane L. Mendillo Richard D. Parsons Meetings in | Members: Andrew M. Alper (Chair) Michelle Jarrard Iris Knobloch
Richard D. Parsons Dan Schulman(1) Meetings in | |||||||||||||||||||
Primary Responsibilities:
• monitoring the integrity of our financial statements; • assessing the qualifications, independence and performance of our independent auditor; • evaluating the performance of our internal audit function; • reviewing the Company’s major financial risk exposures and the steps taken to monitor and control such exposures; • overseeing the Company’s cybersecurity risk management programs, measures and policies; and • monitoring the Company’s compliance with certain legal and regulatory requirements.
All members of the Audit Committee are independent as required by Lazard and the listing standards of the NYSE.
(1) Chair since March 1, 2024 and member since February 1, 2024. |
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NOMINATING AND GOVERNANCE COMMITTEE | ||||||||||||||||||||
COMMITTEE | WORKPLACE AND CULTURE COMMITTEE | |||||||||||||||||||
Members: Iris Knobloch (Chair) Ann-Kristin Achleitner
Richard D. Parsons Dan Schulman(1) Meetings in | Members: Michelle Jarrard (Chair) Stephen R. Howe Jr.(1) Jane L. Mendillo Richard D. Parsons
Dan Schulman(1) Meetings in | |||||||||||||||||||
Primary Responsibilities:
• leading the Board in an annual review of its own performance; • identifying individuals qualified to become Board members, consistent with criteria approved by the Board; • recommending to the Board the director nominees for the next annual
• recommending to the Board compensation of non-executive directors; • reviewing and reassessing the adequacy of the Corporate Governance Guidelines; and • reviewing the Company’s annual corporate sustainability reporting, as well as other sustainability matters, including environmental and social topics, and recommending any related action to the Board. The Nominating (1) Member since February 1, 2024. | Primary Responsibilities:
• overseeing efforts by management to communicate, promote and embed principles integral to a collegial workplace; • periodically discussing with management the development, implementation and effectiveness of the Company’s policies and strategies relating to workplace culture; and • reviewing efforts by management to enhance diversity and inclusion in the Company’s workforce, including at management levels. All members of the Workplace and Culture Committee are independent. (1) Member since February 1, 2024. | |||||||||||||||||||
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ATTENDANCEThe Board held eight15 meetings in 2022.2023. In 2022,2023, overall attendance by our directors at meetings of the Board and its Committees averaged over 96%85%. Each such director other than Mr. Bhutani, who retired from thethat currently serves on our Board on June 1, 2022, attended at least 88%82% of the meetings of the Board and Committees on which he or she served (and that were held during the period for which he or she had been a director or Committee member, as applicable).member. All of our then-current directors attended the 20222023 Annual General Meeting of Shareholders.Page 21
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Inc.
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Annual Process is Initiated | |  | | | The Nominating | | | ||
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Individual Director Evaluations & Assessments | | | | | Each director completes an annual self-evaluation questionnaire to help evaluate whether the Board and each director are functioning effectively, including with respect to its interaction with management, and to provide an opportunity to reflect upon and improve the Board’s policies, procedures and structure. | | | ||
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One-On-One Director Interviews | | | | | At the direction of the Nominating | | | ||
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Review by Nominating | | | | | The results of the director self-evaluation questionnaires and interviews are compiled and anonymized, then shared with the Nominating | | | ||
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Presentation of Findings | |  | | | The Nominating | | | ||
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Feedback Incorporated | | | | | In response to feedback solicited from the Board, the Nominating | | |
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Policy on Director Qualifications and Nomination Process
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| 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, including, among other things, diversity and inclusion. |
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2023
The
DSUs, in the amounts of:
| ○ | $20,000 for the chair of each committee ($30,000 in the case of the Audit Committee); |
| ○ | $50,000 for the Lead Independent Director; and |
| ○ | $15,000 for non-chair members of each committee ($20,000 in the case of the Audit Committee). |
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Directors | Fees Earned or Paid in Cash | Stock Awards (1) | Total | |||||||||
Ann-Kristin Achleitner | $ | 141,750 | $ | 173,268 | $ | 315,018 | ||||||
Andrew M. Alper (2) | $ | 144,051 | $ | 176,018 | $ | 320,069 | ||||||
Richard N. Haass (2) | $ | 139,551 | $ | 170,517 | $ | 310,068 | ||||||
Michelle Jarrard | $ | 144,075 | $ | 170,517 | $ | 314,592 | ||||||
Iris Knobloch | $ | 141,750 | $ | 173,268 | $ | 315,018 | ||||||
Philip A. Laskawy | $ | 146,250 | $ | 178,768 | $ | 325,018 | ||||||
William M. Lewis, Jr. (2) | $ | 57,768 | $ | 154,016 | $ | 211,784 | ||||||
Jane L. Mendillo (2) | $ | 141,836 | $ | 173,268 | $ | 315,104 | ||||||
Richard D. Parsons (2) | $ | 171,059 | $ | 209,021 | $ | 380,080 | ||||||
Directors (1) | | | Fees Earned or Paid in Cash | | | Stock Awards (2) | | | Total |
Ann-Kristin Achleitner | | | $141,750 | | | $173,259 | | | $315,009 |
Andrew M. Alper(3) | | | $144,081 | | | $176,013 | | | $320,094 |
Richard N. Haass(3)(4) | | | $104,675 | | | $170,505 | | | $275,180 |
Michelle Jarrard | | | $140,738 | | | $173,259 | | | $313,997 |
Iris Knobloch | | | $141,750 | | | $173,259 | | | $315,009 |
Philip A. Laskawy(5) | | | $65,813 | | | $— | | | $65,813 |
William M. Lewis, Jr.(6) | | | $41,329 | | | $— | | | $41,329 |
Jane L. Mendillo(3) | | | $141,810 | | | $173,259 | | | $315,069 |
Richard D. Parsons(3) | | | $177,237 | | | $222,778 | | | $400,015 |
| (1) | Excludes Dan Schulman and Stephen R. Howe Jr., who joined the Board, effective February 1, 2024. |
| (2) | The value of the DSUs reported in the table above is based on the grant date fair value of awards computed in accordance with FASB ASC Topic 718. See Note |
Each of Messrs. Alper, Haass, Lewis and Parsons and Ms. Mendillo elected to defer all or a portion of their quarterly cash compensation into additional |
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| (4) | Dr. Haass resigned from our Board of Directors on August 24, 2023. |
| (5) | Mr. Laskawy, who served on our Board of Directors since July 2008, retired from the Board of Directors following the expiration of his term at the 2023 Annual General Meeting of Shareholders. |
| (6) | Mr. Lewis resigned from our Board of Directors on March 13, 2023. |
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Name and Address of Beneficial Owner | Number of Shares of Class A Common Stock Beneficially | Percentage of of Class A Common Stock Beneficially | Percentage of Voting Power (1) | |||
The Vanguard Group (2)
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10,218,994 |
9.06% | 11.73% | |||
100 Vanguard Blvd. Malvern, PA 19355 | ||||||
FMR LLC (3)
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9,115,967 |
8.08% | 10.47% | |||
245 Summer Street Boston, MA 02210 | ||||||
Ariel Investments, LLC (4)
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7,706,182 |
6.83% |
8.85% | |||
200 East Randolph Street, Ste. 2900 Chicago, IL 60601 |
Name and Address of Beneficial Owner | | | Number of Shares of Common Stock Beneficially Owned | | | Percentage of Shares of Common Stock Beneficially Owned | | | Percentage of Voting Power (1) |
The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355 | | | 10,525,508 | | | 9.33% | | | 12.04% |
FMR LLC (3) 245 Summer Street Boston, MA 02210 | | | 9,712,392 | | | 8.61% | | | 11.11% |
Ariel Investments, LLC (4) 200 East Randolph Street, Ste. 2900 Chicago, IL 60601 | | | 6,771,311 | | | 6.00% | | | 7.75% |
| (1) | The voting power of our |
| (2) | Shares of our |
| (3) | Shares of our |
| (4) | Shares of our |
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Name of Beneficial Owner | Shares of Class A Common Stock (assuming conversion of applicable equity awards) (1) (2) | Percentage of Class A Stock | Percentage of Voting Power (3) | ||||||||||||
Kenneth M. Jacobs (4) | 2,566,976 | 2.28 | % | 2.95 | % | ||||||||||
Ann-Kristin Achleitner | 8,921 | * | * | ||||||||||||
Andrew M. Alper | 73,841 | * | * | ||||||||||||
Mary Ann Betsch | — | * | * | ||||||||||||
Ashish Bhutani | 494,519 | * | * | ||||||||||||
Richard N. Haass | 53,406 | * | * | ||||||||||||
Michelle Jarrard | 29,041 | * | * | ||||||||||||
Iris Knobloch | 23,812 | * | * | ||||||||||||
Philip A. Laskawy | 70,688 | * | * | ||||||||||||
Jane L. Mendillo | 57,502 | * | * | ||||||||||||
Peter R. Orszag | 73,741 | * | * | ||||||||||||
Richard D. Parsons | 87,307 | * | * | ||||||||||||
Evan L. Russo (5) | 297,245 | * | * | ||||||||||||
Alexander F. Stern | 162,855 | * | * | ||||||||||||
All directors and executive officers as a group (14 persons) (6) | 3,594,612 | 3.19 | % | 4.13 | % | ||||||||||
Name of Beneficial Owner | | | Shares of Common Stock (assuming conversion of applicable equity awards) (1) (2) | | | Percentage of Common Stock Beneficially Owned | | | Percentage of Voting Power (3) |
Kenneth M. Jacobs(4) | | | 2,728,001 | | | 2.42% | | | 3.12% |
Ann-Kristin Achleitner | | | 14,960 | | | * | | | * |
Andrew M. Alper | | | 84,553 | | | * | | | * |
Mary Ann Betsch | | | — | | | * | | | * |
Scott D. Hoffman | | | 151,285 | | | * | | | * |
Stephen R. Howe Jr. | | | — | | | * | | | * |
Michelle Jarrard | | | 35,080 | | | * | | | * |
Iris Knobloch | | | 29,851 | | | * | | | * |
Jane L. Mendillo | | | 68,046 | | | * | | | * |
Peter R. Orszag | | | 101,522 | | | * | | | * |
Richard D. Parsons | | | 100,785 | | | * | | | * |
Evan L. Russo(5) | | | 386,784 | | | * | | | * |
Alexandra Soto | | | 141,128 | | | * | | | * |
Dan Schulman | | | — | | | * | | | * |
All directors and executive officers as a group (14 persons)(6) | | | 3,539,425 | | | 3.14 % | | | 4.05% |
| * | Less than 1% beneficially owned. |
| (1) | Performance-based restricted stock units |
| (2) | This column also includes shares of our |
| (3) | For purposes of this calculation, the voting power of our |
| (4) | Includes 584,279 shares of our |
| (5) | Includes |
| (6) | Includes shares of our |
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performance in this challenging environment.
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2022
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Item 2: An Advisory Vote Regarding Executive Compensation | Compensation Discussion and Analysis
solid results in the context of challenging global macroeconomic conditions. We believe that our compensation philosophy and discipline, as successfully implemented on a firm-wide basis by our NEOs during 2022, contributed to our performance.2023. Our Compensation Committee focused, among other things, on the following selected consolidated financial information in evaluating the performance of our NEOs and setting their performance-based compensation—that is, all compensation beyond their base salaries—for 2022.2023.
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| 2022 | 2021 | |||||||
Operating Revenue (1) | $ | 2,769 | $ | 3,139 | ||||
% Growth (Decrease) | (12)% | 24% | ||||||
Awarded Compensation Expense (1) | $ | 1,768 | $ | 1,846 | ||||
% of Operating Revenue | 63.8% | 58.8% | ||||||
Adjusted Non-Compensation Expense (1) | $ | 518 | $ | 472 | ||||
% of Operating Revenue | 19% | 15% | ||||||
Operating Income (based on Awarded Compensation Expense) (2) | $ | 483 | $ | 821 | ||||
% Growth (Decrease) | (41)% | 41% | ||||||
Operating Margin (based on Awarded Compensation Expense) (3) | 17.4% | 26.2% | ||||||
Earnings from Operations (1) | $ | 594 | $ | 831 | ||||
% Growth (Decrease) | (28)% | 41% | ||||||
Operating Margin (based on Earnings from Operations) (4) | 21.5% | 26.5% | ||||||
Return of Capital (5) | $ | 936 | $ | 670 | ||||
Net Income, as adjusted (6) | $ | 384 | $ | 576 | ||||
% Growth (Decrease) | (33)% | 40% | ||||||
Per Share, diluted (6) | $ | 3.73 | $ | 5.04 | ||||
Ending Assets under Management ($ in billions) | $ | 216 | $ | 274 | ||||
% Growth (Decrease) | (21)% | 6% | ||||||
Total Shareholder Return (CAGR) (1-Year) (7) | (16)% | 7% | ||||||
Total Shareholder Return (CAGR) (3-Year) (7) | —% | 12% | ||||||
Endnotes to this Compensation Discussion and Analysis are located on page 56.
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| | | 2023 | | | 2022 | |
Operating Revenue(1) | | | $2,440 | | | $ 2,769 |
% Growth (Decrease) | | | (12)% | | | (12)% |
Adjusted GAAP Compensation Expense(1) | | | $1,703 | | | $1,657 |
% of Operating Revenue | | | 69.8% | | | 59.8% |
Adjusted Non-Compensation Expense(1) | | | $572 | | | $518 |
% of Operating Revenue | | | 23% | | | 19% |
Earnings from Operations(1) | | | $166 | | | $594 |
% Growth (Decrease) | | | (72)% | | | (28)% |
Operating Margin (based on Earnings from Operations)(2) | | | 6.8% | | | 21.5% |
Return of Capital(3) | | | $330 | | | $936 |
Net Income, as adjusted(4) | | | $75 | | | $384 |
% Growth (Decrease) | | | (80)% | | | (33)% |
Per Share, diluted(4) | | | $0.77 | | | $3.73 |
Ending Assets under Management ($ in billions) | | | $247 | | | $216 |
% Growth (Decrease) | | | 14% | | | (21)% |
Total Shareholder Return (CAGR) (1-Year)(5) | | | 7% | | | (16)% |
Total Shareholder Return (CAGR) (3-Year)(5) | | | (1)% | | | —% |
| * | In prior years, this chart reflected a measure we referred to as “Awarded Compensation Expense,” including adjustments to Operating Income and Operating Margin based on Awarded Compensation Expense. In light of feedback received from our shareholders, we have replaced Awarded Compensation Expense with “Adjusted GAAP Compensation Expense.” For more information on the measures above, including Adjusted GAAP Compensation Expense, see the Endnotes to this Compensation Discussion and Analysis located on page 43. |
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Our Compensation Committee considered the following factors in determiningoperating income, demonstrating that our CEO’s total compensation for 2022:
| • | Performance-based compensation represented approximately 92% of 2023 total compensation (comprising salary and annual cash incentive and long-term incentive compensation awards) for our CEO, Mr. Orszag, and approximately 88% of 2023 total compensation for our other NEOs, on average.(1) As further discussed under “2023 Compensation for Each of Our NEOs—Compensation Process,” our Compensation Committee granted this compensation after evaluating each such NEO’s performance in light of the significant changes at the Company and our financial |
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Based on these factors, inIn respect of 2022 performance,2023, 75% or more of our Compensation Committee awarded our CEO incentive compensation of $8.35 million, resulting in total incentive compensation of $9.25 million, which reflects a 30% decrease from compensation awarded with respect to 2021 performance.
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Item 2: An Advisory Vote Regarding Executive Compensation | Compensation Discussion and Analysis
Performance-based compensation represented approximately 90% of 2022 totalincentive-based compensation for our CEO and approximately 88% of 2022 total compensation for our other NEOs on average. As further discussed under “2022 Compensation for Each of Our NEOs—Compensation Process”, our Compensation Committee granted this compensation after evaluating each such NEO’s performance in light of our financial results, including our achievement of the goals described above and each such NEO’s individual contributions to our performance during 2022, and, in the case of our CEO, his performance in reference to goals and objectives set by the Compensation Committee during the year.
In respect of 2022, we awarded performance-based incentive compensation 100%was delivered in equity-based awards, for our CEO and other NEOs who served as executive officers for the entire year, creating direct alignment between a significant portion of our NEOs’ compensation and the shareholder experience and supporting retention by subjecting a significant portionall of our NEOs’ incentive compensation to multi-year service requirements. The equity-based incentive awards for our NEOs (other than Ms. Soto) were granted in March 2023 in the form of profits interest participation rights (“PIPRs”) in March 2024, or RSUs (to Ms. Soto) in February 2024, which, in each case, vest three years after the grant date, contingent upon the satisfaction of service and other vesting conditions, and, in the case of PIPRs, the achievement of a minimum value condition which we refer to as the Minimum(the “Minimum Value Condition,Condition”), based on an amount of economic appreciation in the assets of Lazard Group, as discussed in greater detail under “Key Enhancements and Refinements to Our Compensation Program”. The chart below outlines how we awardedGroup. We delivered the remainder of performance-based incentive compensation awarded in respect of 2023 in the form of annual cash incentive bonuses in February 2024, which, to provide a significant long-term retention incentive, are subject to repayment in full in connection with a termination of employment for 2022 and 2021 performance, respectively:
| 2022 Performance Year Incentive Mix (1) | 2021 Performance Year Incentive Mix (2) | |||||||||||||||||||
| CEO | Average Other NEOs (3) | CEO | Average Other NEOs (3) | |||||||||||||||||
Annual Cash | — | % | — | % | 25 | % | 23 | % | ||||||||||||
Deferred Cash | — | % | — | % | — | % | 5 | % | ||||||||||||
Equity | 100 | % | 100 | % | 75 | % | 72 | % | ||||||||||||
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Item 2: An Advisory Vote Regarding Executive Compensation | Compensation Discussion and Analysis
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As demonstrated by our compensation practices in 2022,2023, we remain committed to our goals regarding firm-wide awarded compensation expense. We have maintained discipline in respect of compensation costs and applied a consistent compensation deferral policy for our NEOs and other employees, which for 20222023 resulted in 100%approximately 75% or more of awarded incentive compensation for our CEONEOs being delivered in equity-based incentive awards that are subject to a three yearthree-year service vesting condition.
Key Enhancementscondition and Refinementsyear-end cash incentive bonuses, which remain subject to Our Compensation Program
potential repayment in full as set forth above.
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senior executive level.
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What We Do | | What We Don’t Do | |
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Item 2: An Advisory Vote Regarding Executive Compensation | Compensation Discussion and Analysis
Executive Compensation Practices:
✔ Apply Multi-Year Vesting to
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✔ Mitigate Undue
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Vesting X Control X Severance X sign-on bonuses) X |
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
Compensation Program Design
Element | | | | | Purpose | | | | | Description | | | |||
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Base Salary | | | | | Provide a predictable and competitive level of income | | | | | •
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| | | | | Provide incentive compensation that is reflective of Company and individual performance and align our NEOs | | | | | • The Compensation Committee determines incentive compensation for our NEOs based on a holistic review of the Company, business segment • • senior executive level • Long-term incentive awards granted in | |||||
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Discussion and Analysis
Base salaries are approved by our Compensation Committee and have remained unchanged for over ten years. During 2022, each of our NEOs was a party to a retention agreement or other individual agreement with the Company that provided for a minimum annual base salary during the term of the agreement. Base salaries for our NEOs and any subsequent adjustments thereto are reviewed and approved by the Compensation Committee annually, after consultation with its independent compensation consultant. For 2022, the Compensation Committee once again determined to maintain base salaries at the minimum level set forth in the retention or other individual agreements.
Base salaries are the only component of our NEOs’ compensation that is not tied to performance.
Base salaries represent a small proportion of total NEO compensation.
Compensation Program Design—Performance-Based Incentive Compensation
Profits Interest Participation Rights Program. In early 2019, the Compensation Committee and the Company approved the establishmentemployment for cause or resignation without good reason on or prior to March 1, 2027, subject to certain exceptions. Long-term incentives consist of a new long-term incentive compensation program consisting of profits interest participation rights, whichPIPRs or RSUs. PIPRs are equity incentive awards that, subject to certain conditions, may be exchanged for shares of our Class A common stock pursuant to the 2018 Plan. Profits interest participation rights are a class of membership interests in Lazard Group that allow the recipient to realize value only to the extent that both (i) the service-based vesting conditions and in the case of PRPUs, the performance conditions, are satisfied, and (ii) the Minimum Value Condition, which requires that an amount of economic appreciation in the assets of Lazard Group occurs as necessary to satisfy certain partnership tax rules before the fifth anniversary of the grant date, is achieved, otherwise the rights will be forfeited. Upon satisfaction of such conditions, profits interest participation rights that are in parity with the value of our Class A common stock will be exchanged on a one-for-one basis for shares of our Class A common stock. The Minimum Value Condition has been satisfied with respect to PRPUs granted in 2020 with respect to 2019 compensation. OnIn February and March 1, 2022, the profits interest participation rights2024 and PRPUs granted in February 2019 in respect of 2018 compensation, for which the Minimum Value Condition and other vesting conditions were satisfied, were exchanged on a one-for-one basis for shares of our Class A common stock. In addition, on March 8, 2023, the profits interest participation rights and PRPUs granted in February 2020 in respect of 2019 compensation, for which the Minimum Value Condition and other vesting conditions were satisfied, were exchanged on a one-for-one basis for shares of our Class A common stock.
In March 2023, our NEOs received long-term incentive compensation awards in respect of 2023 and 2022 compensation, respectively, in the form of profits interest participation rights. As described above, profits interest participation rights arePIPRs or RSUs.
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Minimum Value Condition, which requires an amount of economic appreciation inDiscussion and Analysis
forfeited in full.
PRPU Awards—General Terms
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
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Performance-Based Equity Award Metrics and Scoring for PRPUs Granted in 2022 and 2021 in Respect of 2021 and 2020 Compensation, Respectively: Encouraging Investment for the Future Growth of Our Business.
Based in part on the feedback we received as a result of our shareholder outreach, for PRPUs awarded in 2022 and 2021 with respect to 2021 and 2020 performance, respectively, the Compensation Committee determined that two enhanced financial ratiossought to:
Awards granted in 2020 in respect of 2019 compensation,$68.96, which settled in 2023, continued to be subject to the previous CRR and OMM metrics, as well as a third ratio known as the Volatility Adjusted Revenue Growth Ratio, or VARGR. We removed VARGR as a metric beginning with awards granted in 2021 in respect of 2020 compensation in order to simplify the program and to recognize that recent M&A activity in our industry has limited the universe of appropriate peers to which we can compare ourselves for the purposes of calculating the VARGR result. Awards granted in 2021 and 2022 are also based on a relative TSR modifier that ensures that outstanding PRPUs continue to have a relative performance component, and one that we believe appropriately incentivizes our NEOs to invest in our business over time.
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
These performance metrics also reflect, among other things, the manner in which the Compensation Committee measures the success that the relevant NEOs can achieve in executing our long-term strategy and managing our business for the benefit of our shareholders.
An explanation of each metric applicable to PRPU awards granted in 2022 and 2021 in respect of 2021 and 2020 compensation, respectively, is set forth below.
Post-Investment Capital Return Ratio—Returning Capital to Shareholders
We endeavor to return capital to our shareholders, including by paying dividends to our shareholders and repurchasing equity, after investing for the future growth of our business. We believe that our shareholders value our success in returning capital to them, and that the PI-CRR performance metric aligns directly with our objective of returning capital, but not at the expense of investment. We have a disciplined use of cash and if management does not identify sufficiently attractive opportunities to reinvest in our business through acquisition, hiring or investments, we generally expect to return cash to shareholders through dividends or share repurchases. An explanation of the PI-CRR metric is set forth below.
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
If our PI-CRR is between levels set forth in the table above, we will use linear interpolation to determine our PI-CRR score based on the scores provided for the closest levels.
Post-Investment Operating Margin Metric—Managing Our Operating Costs
We aim to effectively manage our operating costs, which we broadly consider in the form of compensation and non-compensation costs, and we regularly communicate our goals with respect to our management of these costs to our shareholders. By managing these costs over time, we seek to advance our ultimate objective of delivering a stable and successful operating margin. We also seek to retain the ability and appropriate incentives necessary to invest in our business over time for future profitable growth and not to discourage our NEOs from doing so. Pursuant to the PI-OMM metric, our NEOs are incentivized to pursue these goals, including investments for profitable growth, and help us achieve our PI-OMM objective over time. An explanation of the PI-OMM metric is set forth below.
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If our PI-OMM is between levels set forth in the table above, we will use linear interpolation to determine our PI-OMM score based on the scores provided for the closest levels.
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
Relative Total Shareholder Return—Addition of a Modifier to Further Align Our NEOs with Shareholders
We implemented a new modifier to the scoring of the PRPUs that we granted starting in February 2021 in respect of 2020 compensation, based on our TSR relative to the S&P 1500 in order to establish a further link between the creation of value for our shareholders and the level of payout pursuant to our PRPUs. Relative TSR is calculated by comparing the change in the price of our Class A common stock (including reinvestment of dividends) over the performance period against the same metric for the S&P 1500. The share price at the grant date is used as the starting point for the calculation, and a trailing average share price is used to calculate share price at the end of the performance period. The award modifier willwould be based on our relative TSR for the entire three-year period.
The number of PRPUs earned over the three-year performance cycle will decrease or increase by up to 20% based on our TSR relative to the S&P 1500 as set forth in the table below.
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If our relative TSR is between the 60th percentile and the 80th percentile, we will use linear interpolation to determine our award modifier based on the scores provided for the closest levels.
Scoring of Our Performance-Based Equity Awards
Generally, in respect of our PRPU grants made in March 2022 and February 2021, each of the two performance metrics (PI-CRR and PI-OMM) is weighted equally to determine an initial score. The score in respect of PI-CRR and PI-OMM for the three-year performance period will be based on the Company’s cumulative performance over the three-year period. The scoring corresponds directly to the level of achievement of the PI-CRR and PI-OMM metrics (taking into account any applicable interpolation), provided that an overall score above 2.0 would automatically be reduced to 2.0.
The score resulting from achievement of the PI-CRR and PI-OMM metrics would then be modified by multiplying the score by the relative TSR modifier. For example, the achievement of a score of 1.5 for the PI-CRR and PI-OMM metrics for the cumulative three-year performance period and a relative TSR modifier of 1.2 would translate into payout of the award at 1.8 times the target level (subject to achievement of the service-based vesting condition and the Minimum Value Condition). Similarly, the achievement of a score of 0.5 for the cumulative three-year performance period and a relative TSR modifier of 0.8 would translate into payout of the award at 0.4 times the target level (subject to achievement of the service-based vesting condition and the Minimum Value Condition).
Evaluation of Performance Results for Outstanding PRPUs
All shares of our Class A commonhighest stock subject to PRPUs grantedprice in 2022 and 2021 in respect of 2021 and 2020 compensation, respectively, remain subject to full risk of forfeiture until the end of the three-year performance period regardless of the achievement of interim results, further aligning the interests of our NEOs with those of our shareholders.
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Other Long-Term Incentive Compensation
In the case of our other senior Managing Directors, a substantial portion of each individual’s long-term incentive compensation is generally granted in the form of RSUs or profits interest participation rights and the remaining portion generally may be granted in restricted stock, LFIs or a combination of both at the individual’s election, and generally includes vesting terms that are different from those applicable to our NEOs. For example, such awards generally vest one-third on or around the second anniversary of grant and two-thirds on or around the third anniversary of grant, and are generally subject to double-trigger vesting in the event of a change in control. In connection with his service as a non-NEO prior to 2021, Mr. Orszag participated in our long-term incentive compensation program that was applicable to our other senior professionals. Pursuant to his grants in February 2021 (made in respect of his performance during 2020, in which he became an executive officer toward the end of the year), Mr. Orszag received profits interest participation rights. In July 2022, Mr. Orszag also received a grant of special retention RSUs, subject to vesting on September 3, 2024, as previously disclosed and described in more detail below.
2022 Compensation for Each of Our NEOs—Compensation Process
| • | Our Compensation Committee Approves NEO Compensation Utilizing a Structured Decision-Making Process. Our Compensation Committee reviews compensation programs for consistency and alignment with our strategic goals, and has full authority to determine and approve the compensation of our CEO, Mr. |
An illustration of the process used by the Compensation Committee for 2022 compensation decisions is set forth on the following page.
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Structure of 2022 NEO Compensation Decision-Making Process
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Rate Overall Business Performance
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Consider Reference Pay Ranges for Each Position
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Determine Compensation for Each NEO
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Our Compensation Committee Considers a Variety of Available Information. Before any year-end compensation decisions are made, the Compensation Committee reviews information from a variety of available sources.
| • | Business Performance. In evaluating the total compensation packages awarded to our NEOs, the Compensation Committee considered the factors described under |
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| • | Achievement of Financial Goals. |
| • | Financial Metrics. |
| • | Tally Sheets. The Compensation Committee reviewed a comprehensive tally sheet of all elements of each NEO’s |
| • | Competitive Compensation Considerations. The competition to attract and retain high-performing executives and professionals in the financial services industry |
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We chose thisDiscussion and Analysis
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
and flexibility, the Compensation Committee did not target compensation at a particular level relative to the comparator group (or relevant subset of the group). This information was only one of several data points that the Compensation Committee considered in evaluating compensation for our NEOs.
2022considered.
2022
2022Company in late 2023.
Kenneth M. Jacobs, Chairman and CEO
2022 Individual Performance Considerations
compensation.
future, including by undertaking and completing the conversion to a C-corporation. In addition, the Compensation Committee considered the goalsfollowing factors in evaluating Mr. Orszag’s performance as CEO and objectives established for Mr. Jacobs by the Compensation Committee throughout 2022. These goals and objectives provided the Compensation Committee with a set of criteria that assisted the Compensation Committee in its evaluation of Mr. Jacobs’ performancedetermining his total compensation in 2022.
The Compensation Committee specifically noted the following accomplishments as a result of Mr. Jacobs’ initiative, ongoing leadership and dedication during 2022:
our improved financial performance in 2022,the fourth quarter of 2023, which was his first quarter as reflected in the 2022 financial highlights described above, in the context ofCEO and represented a strong finish to a challenging global macroeconomic conditions;
our 2022 financial performance relative to our record financial performance in 2021;
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
the continued achievement of our financial goals described in this Proxy Statement;
our CEO’s management of business operations through the global health crisis, including his leadership in implementing a sustainable remote work environment necessary to address the changing work landscape, demonstrating the value of the Company’s significant prior investments in technology infrastructure;
through our CEO’s leadership, the Company’s continued cultivation of a workplace culture that fosters productivity and professional and personal development, and promotes inclusion, diversity, equality and allyship, including the appointment of a firm-wide diversity, equality and inclusion senior manager, a commitment to increase diversity across the firm by 2026 (including by increasing the representation of women on our leadership team), and support of employee resource groups dedicated to enhancing education and community within our firm;
our CEO’s continued conceptualization of Lazard’s plan for growth, and his oversight of progress with regard to that plan;
our CEO’s continued support of expanded ESG efforts through the appointment of our head of corporate sustainability, the expanded oversight of environmental, social and governance priorities through our Nominating and Governance Committee, and the publication of voluntary disclosures in our CSR, SASB and TCFD publications;
our continued active communication with shareholders and the analyst community regarding our strategic plan, initiatives for profitable and sustainable growth and dedication to strengthening our outreach efforts and enhancing investor awareness of the Company’s business model, strategic objectives and accomplishments;
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our CEO’s active role in the recruitment of key professionals across our businesses and the development of new investment strategies in our Asset Management business; and
our CEO’s leadership in maintaining and fostering a culture of cost discipline throughout the firm, reaffirming our commitment to cost control.
In addition,
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2022
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Discussion and Analysis
2023.
Mary Ann Betsch, Chief Financial Officer
2022traditional three-year vesting period of our long-term incentives.
In evaluating and Total Incentive Compensation for other NEOs
2022 Total Incentive Compensation
The Compensation Committee approved an incentive compensation award of $2.0 million for Ms. Betsch for her performance in 2022, consisting of an annual cash incentive of $850,000 and a profits interest participation rights award valued at $1.15 million. In addition, Ms. Betsch received a sign-on bonus in connection with her commencement of employment equal to $250,000, contingent upon Ms. Betsch’s continued employment for 12 months following her commencement of employment. The profits interest participation rights awarded to Ms. Betsch constituted approximately 53% of her total compensation for 2022 (excluding the cash sign-on bonus)Hoffman given his retirement). The total performance-based compensation awarded to Ms. Betsch constituted approximately 91% of her total compensation for 2022 (excluding the cash sign-on bonus).
Peter R. Orszag, CEO of Financial Advisory
2022 Individual Performance Considerations
In evaluating incentive compensation for Mr. Orszag, the Compensation Committee and Mr. Jacobs considered Mr. Orszag’s success in hiring new talent as part of Financial Advisory’s plan for growth, as well as the overall performance of the Financial Advisory business, despite global macroeconomic conditions. As the CEO of one of our two principal business segments, Mr. Orszag has direct responsibility for the operating revenue of our Financial Advisory business, which was $1,652 million for 2022, 7% lower than 2021. In addition, throughout 2022, Mr. Orszag led, and he continues to lead, teams
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Name of Executive (Position) | | | Individual Performance Considerations | | | 2023 Total Incentive Compensation |
Kenneth M. Jacobs (Executive Chairman and Former Chief Executive Officer) | | | • Accomplishment of long-term and annual goals during his CEO tenure • Developing and executing on a succession plan to ensure Mr. Orszag’s smooth transition to CEO • Achievement of annual operating revenue, adjusted net income and earnings per share goals • Relative TSR of the Company • Contributions to Financial Advisory transactions | | | Approximately $7.938 million, consisting of PIPRs (69% of total compensation) and annual cash incentive bonus (21% of total compensation) |
Mary Ann Betsch (Chief Financial Officer) | | | • Individual leadership, particularly in her first full annual cycle as CFO • Management of worldwide corporate finance, accounting and tax operations of the Company • Contributions to senior management team | | | Approximately $3.000 million, consisting of PIPRs (60% of total compensation) and annual cash incentive bonus (20% of total compensation) |
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within our Financial Advisory business advising clients on significant mergerDiscussion and acquisition transactions. The Compensation Committee and Mr. Jacobs also considered Mr. Orszag’s important contribution to the global positioning of Lazard’s Financial Advisory business.
2022 Total Incentive Compensation
The Compensation Committee approved an incentive compensation award for Mr. Orszag for his performance in 2022, comprised solely of profits interest participation rights award valued at $5.25 million. In addition, as previously disclosed, in 2022, Mr. Orszag received a special cash retention award of $1.25 million and a special retention RSU grant of $2.5 million, as further described below under “Compensation of Executive Officers—Individual Agreements with Our NEOs”. The total performance-based compensation awarded to Mr. Orszag, which consisted of profits interest participation rights, constituted approximately 88% of his total compensation for 2022 (excluding special cash retention awards and special RSU awards).
Evan L. Russo, Chief Executive Officer of Asset Management
2022 Individual Performance Considerations
In evaluating incentive compensation for Mr. Russo, the Compensation Committee and Mr. Jacobs considered the successful and seamless transition to Chief Executive Officer of Asset Management as of June 1, 2022. As the CEO of one of our two principal business segments, Mr. Russo has direct responsibility for the operating revenue of our Asset Management business, which was $1,099 million for 2022, as well as its assets under management, which recorded a year-end level of $216 billion in 2022. The Compensation Committee and Mr. Jacobs also considered Mr. Russo’s previous role and performance as Chief Financial Officer from January 1, 2022 until October 3, 2022, and as described above, noted that Ms. Betsch’s transition into the role as Chief Financial Officer was seamless, and that Mr. Russo had coordinated well with Ms. Betsch during this transition.
2022 Total Incentive Compensation
The Compensation Committee approved an incentive compensation award for Mr. Russo for his performance in 2022, comprised solely of profits interest participation rights valued at $7.55 million. The total performance-based compensation awarded to Mr. Russo, which consisted of profits interest participation rights, constituted approximately 91% of his total compensation for 2022.
Ashish Bhutani, Former CEO of Asset Management
2022 Individual Performance Considerations
In evaluating incentive compensation for Mr. Bhutani, the Compensation Committee and Mr. Jacobs considered Mr. Bhutani’s effective leadership and diverse responsibilities as Chief Executive Officer of Asset Management from January 1, 2022 until June 1, 2022, as well as Mr. Bhutani’s role as Chairman of Asset Management and Vice Chairman of the Company until December 31, 2022. As described above, the Compensation Committee and Mr. Jacobs also noted that Mr. Russo’s transition into the role of Chief Executive Officer of Asset Management was seamless, and that Mr. Bhutani had coordinated well with Mr. Russo during this transition and had helped to ensure Mr. Russo’s success with both clients and employees.
2022 Total Incentive Compensation
The Compensation Committee approved an incentive compensation award of $4.45 million for Mr. Bhutani for his performance in 2022, payable as follows: a profits interest participation rights award valued at $2.6 million and a deferred cash award of $1.85 million, which is a cash award to be paid at a subsequent date. The total performance-based compensation awarded to Mr. Bhutani, which consisted of profits interest participation rights and deferred cash, constituted approximately 86% of his total compensation for 2022.
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Alexander F. Stern, President
2022 Individual Performance Considerations
In evaluating incentive compensation for Mr. Stern, the Compensation Committee and Mr. Jacobs considered Mr. Stern’s enhancement of the Company’s focus on growth initiatives during a challenging time. The Compensation Committee and Mr. Jacobs further focused on Mr. Stern’s key role in the successful perpetuation of the Company’s culture of cost discipline, which has continued to enable the Company to achieve its financial goals, and his leadership of important departments within the Company, including his success at ensuring the smooth transition of leadership of these departments. In addition, throughout 2022, Mr. Stern led teams within our Financial Advisory business advising clients on significant merger and acquisition transactions.
2022 Total Incentive Compensation
The Compensation Committee approved an incentive compensation award for Mr. Stern for his performance in 2022, consisting solely of a profits interest participation rights award valued at $4.25 million. The total performance-based compensation awarded to Mr. Stern, which consisted of profits interest participation rights, constituted approximately 85% of his total compensation for 2022.
Name of Executive (Position) | | | Individual Performance Considerations | | | 2023 Total Incentive Compensation |
Evan L. Russo (Chief Executive Officer of Asset Management) | | | • Individual leadership, particularly in his first full annual cycle in his position • Overseeing operating revenue of the Company's Asset Management business ($1,068 million for 2023) and performance of its assets under management (which recorded a year-end level of $247 billion in 2023) | | | Approximately $8.250 million (excluding Stock Price PRPUs), consisting of PIPRs (69% of total compensation) and annual cash incentive bonus (23% of total compensation) |
Alexandra Soto (Chief Operating Officer) | | | • Successful navigation of transition from Group Executive, Human Capital and Workplace Innovation • Utilization of financial services experience and knowledge to enhance operational initiatives • Efforts to further the Company's status as one of the preeminent workplaces in the financial services industry • Contributions to Financial Advisory transactions | | | Approximately $4.250 million, consisting of RSUs (69% of total compensation) and annual cash incentive bonus (16% of total compensation) |
by showing the notional value of the profits interest participation rightsPIPRs granted in March 2023,2024 and the grant date fair value of RSUs granted in February 2024, as applicable, which related, in each case, to 20222023 performance but are not reflected in the Summary Compensation Table for 20222023 because they were granted after the end of our 20222023 fiscal year;
by excluding the grant date fair value, as determined for accounting purposes, of the PRPUs (assuming payout at the target level) whichPIPRs granted in 2023 that related to 20212022 performance and Stock Price PRPUs that were granted in 2023 in respect of special long-term stock-price milestones to be achieved in future years and the grant date fair value of RSUs granted in 2023 that related to 2022 performance, which, in each case, are included in the Summary Compensation Table for 20222023 because they were granted after the end of our 20212022 fiscal year;
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
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Discussion and Analysis
| Year | Salary | Annual Cash Incentive | Deferred Cash Awards | Special Cash Awards | Equity Awards(2) | Total Compensation | ||||||||||||||||||||||
Kenneth M. Jacobs | 2022 | $ | 900,000 | — | — | — | $ | 8,350,000 | $ | 9,250,000 | ||||||||||||||||||
| 2021 | $ | 900,000 | $ | 3,075,000 | — | — | $ | 9,275,000 | $ | 13,250,000 | ||||||||||||||||||
| 2020 | $ | 900,000 | $ | 2,100,000 | — | — | $ | 7,000,000 | $ | 10,000,000 | ||||||||||||||||||
Mary Ann Betsch | 2022 | $ | 187,500 | $ | 850,000 | — | $ | 250,000 | $ | 1,150,000 | $ | 2,437,500 | (1) | |||||||||||||||
Peter R. Orszag | 2022 | $ | 750,000 | — | — | $ | 1,250,000 | $ | 7,750,000 | $ | 9,750,000 | (1) | ||||||||||||||||
| 2021 | $ | 750,000 | $ | 1,350,000 | — | $ | 3,000,000 | $ | 4,900,000 | $ | 10,000,000 | |||||||||||||||||
| 2020 | $ | 750,000 | $ | 692,750 | — | $ | 3,345,564 | $ | 3,307,250 | $ | 8,095,564 | |||||||||||||||||
Evan L. Russo | 2022 | $ | 750,000 | — | — | — | $ | 7,550,000 | $ | 8,300,000 | ||||||||||||||||||
| 2021 | $ | 750,000 | $ | 1,320,000 | — | — | $ | 4,830,000 | $ | 6,900,000 | ||||||||||||||||||
| 2020 | $ | 750,000 | $ | 825,000 | — | — | $ | 3,675,000 | $ | 5,250,000 | ||||||||||||||||||
Ashish Bhutani | 2022 | $ | 750,000 | — | $ | 1,850,000 | — | $ | 2,600,000 | $ | 5,200,000 | |||||||||||||||||
| 2021 | $ | 750,000 | $ | 2,340,000 | $ | 2,060,000 | — | $ | 5,150,000 | $ | 10,300,000 | |||||||||||||||||
| 2020 | $ | 750,000 | $ | 1,740,000 | $ | 1,660,000 | — | $ | 4,150,000 | $ | 8,300,000 | |||||||||||||||||
Alexander F. Stern | 2022 | $ | 750,000 | — | — | — | $ | 4,250,000 | $ | 5,000,000 | ||||||||||||||||||
| 2021 | $ | 750,000 | $ | 1,575,000 | — | — | $ | 5,425,000 | $ | 7,750,000 | ||||||||||||||||||
| 2020 | $ | 750,000 | $ | 1,125,000 | — | — | $ | 4,375,000 | $ | 6,250,000 | ||||||||||||||||||
Payout of Performance Awards Awarded with Respect to 2020 Performance In March 2022 and February 2021, the individuals who served as our NEOs throughout the relevant fiscal year received long-term incentive compensation awards in respect of 2021 and 2020 performance in the form of PRUs. All shares of our common stock subject to PRUs granted in 2022 and 2021 in respect of 2021 and 2020 compensation remain subject to full risk of forfeiture until the end of the three-year performance period regardless of the achievement of interim results, further aligning the interests of our NEOs with those of our shareholders. See “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management” above for further details on these historical awards. In early 2024, the Compensation Committee evaluated the Company’s performance with respect to the applicable three-year performance periods to which the PRUs awarded in 2021 in respect of 2020 compensation were subject. The Compensation Committee determined by formula that the underlying performance conditions had been satisfied and achieved an aggregate score of 1.95x and, accordingly, the corresponding number of shares of our common stock subject to such awards was no longer subject to such performance goals. Perquisites | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Perquisites. In 2022,2023, each of our NEOs received less than $100,000 in perquisite compensation, which included (i) the payment by the Company of a portion of the health insurance premiums for each of our U.S. managing directors on the same basis that it does for all U.S. employees and payment of other health relatedhealth-related benefits (and in the case of Ms. Soto, on the same basis as the Company does for all UK employees and payment of other health-related benefits), (ii) the payment by the Company of certain matching contributions on their personal contributions to the Company’s 401(k) plan on the same basis that it does for all U.S. employees (and, in the case of Ms. Soto, contributions to the Company’s UK defined contribution pension scheme on the same basis that it does for all UK employees) and (iii) being the named beneficiaries of a Company-provided life insurance and long-term disability insurance policy on the same basis that it does for all U.S. employees.employees (or in the case of Ms. Soto, UK employees). In addition, Messrs. Jacobs, Orszag and RussoJacobs and Ms. Betsch each have and Mr. Stern had, access to an executive dining room that is available to certain of our managing directors in the New York City area. Each of our U.S. managing directors and UK managing directors is entitled to have his or her year-end personal tax returns prepared by our tax department.department for a below-market fee. Messrs. Orszag, Jacobs Orszag,and Russo and SternMses. Betsch and Soto have availed themselves of this benefit. This perquisite has been a historical practice of the firm.
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other than Discussion and Analysis
common stock.
our Board.
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
provisions of the Dodd-Frank Act. The final rules directAct and directing the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. We intend toobligations, we timely amend and restate ouradopted an additional clawback policy to reflect these new requirements.
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Discussion and Analysis
| (1) | Operating revenue, |
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Operating margin based on earnings from operations is a non-GAAP measure and is defined as earnings from operations ($ |
We calculate our return of capital during |
Full-year |
We calculate TSR for purposes other than with respect to our performance-based equity award program by measuring the closing price of our |
includes in 20222023 compensation the grant date fair value of PIPRs and RSUs that relate to 2022 performance and were awarded in March 2023;
does not include in 20222023 compensation the notional value of profits interest participation rightsPIPRs or grant date fair values of RSUs that relate to 20222023 performance, which were awarded in February and March 2023.
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Discussion and Analysis
Name and Principal Position | Year | Salary | Bonus | Stock Awards (1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (2) | All Other Compensation (3) | Total | |||||||||||||||||||||
Kenneth M. Jacobs Chairman and Chief Executive Officer | 2022 | $ | 900,000 | — | $ | 9,750,997 | — | $ | 237,563 | $ | 10,888,560 | |||||||||||||||||
| 2021 | $ | 900,000 | $ | 3,075,000 | $ | 7,676,604 | — | $ | 125,727 | $ | 11,777,331 | |||||||||||||||||
| 2020 | $ | 900,000 | $ | 2,100,000 | $ | 6,930,509 | $ | 10,755 | $ | 97,061 | $ | 10,038,325 | ||||||||||||||||
Mary Ann Betsch (4) Chief Financial Officer (effective October 3, 2022) | 2022 | $ | 187,500 | $ | 1,100,000 | — | — | $ | 5,110 | $ | 1,292,610 | |||||||||||||||||
Peter R. Orszag (4) Chief Executive Officer of Lazard Financial Advisory | 2022 | $ | 750,000 | $ | 1,250,000 | $ | 7,651,441 | — | $ | 75,574 | $ | 9,727,015 | ||||||||||||||||
| 2021 | $ | 750,000 | $ | 4,350,000 | $ | 3,362,473 | — | $ | 58,583 | $ | 8,521,056 | |||||||||||||||||
| 2020 | $ | 750,000 | $ | 4,038,314 | $ | 3,376,402 | — | $ | 49,498 | $ | 8,214,213 | |||||||||||||||||
Evan L. Russo Chief Executive Officer of Lazard Asset Management (effective June 1, 2022) Chief Financial Officer (January 1, 2022 until October 3, 2022)
| | 2022 2021 2020 |
| $ $ $ | 750,000 750,000 750,000 |
| $ $ | — 1,320,000 825,000 |
| $ $ $ | 5,077,879 4,030,231 2,888,556 |
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| $ $ $ | 118,161 74,209 60,899 |
| $ $ $ | 5,946,040 6,174,440 4,524,455 |
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Ashish Bhutani (4) Chief Executive Officer of Lazard Asset Management (until June 1, 2022)
| 2022 | $ | 750,000 | $ | 1,850,000 | $ | 5,414,311 | — | $ | 146,434 | $ | 8,160,744 | ||||||||||||||||
| 2021 | $ | 750,000 | $ | 4,400,000 | $ | 4,551,135 | — | $ | 74,469 | $ | 9,775,604 | |||||||||||||||||
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| 2020
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| $ | 750,000 | $ | 3,400,000 | $ | 4,232,557 | — | $ | 56,347 | $ | 8,438,903 | |||||||||||||||
Alexander F. Stern | 2022 | $ | 750,000 | — | $ | 5,703,395 | — | $ | 146,303 | $ | 6,599,697 | |||||||||||||||||
| 2021 | $ | 750,000 | $ | 1,575,000 | $ | 4,797,901 | — | $ | 70,452 | $ | 7,193,353 | |||||||||||||||||
| 2020 | $ | 750,000 | $ | 1,125,000 | $ | 4,504,822 | $ | 24,427 | $ | 49,735 | $ | 6,453,984 | ||||||||||||||||
Name and Principal Position | | | Year | | | Salary | | | Bonus (1) | | | Stock Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) | | | All Other Compensation (6) | | | Total | ||||||
| | Annual Grants (2) | | | Special Grants (3) | | | Total (4) | | |||||||||||||||||||
Peter R. Orszag Chief Executive Officer (effective October 1, 2023) | | | 2023 | | | $ 787,500 | | | $ 4,157,500 | | | $ 4,971,938 | | | $ 20,827,500 | | | $ 25,799,438 | | | — | | | $90,403 | | | $ 30,834,841 |
| | 2022 | | | $750,000 | | | $ 1,250,000 | | | $5,151,441 | | | $2,500,000 | | | $7,651,441 | | | — | | | $75,574 | | | $9,727,015 | ||
| | 2021 | | | $750,000 | | | $4,350,000 | | | $3,362,473 | | | — | | | $3,362,473 | | | — | | | $58,583 | | | $8,521,056 | ||
Kenneth M. Jacobs Executive Chairman (effective October 1, 2023) | | | 2023 | | | $862,500 | | | $1,865,500 | | | $7,907,734 | | | — | | | $7,907,734 | | | $ 2,314 | | | $245,138 | | | $10,883,187 |
| | 2022 | | | $900,000 | | | — | | | $9,750,997 | | | — | | | $9,750,997 | | | — | | | $237,563 | | | $10,888,560 | ||
| | 2021 | | | $900,000 | | | $3,075,000 | | | $7,676,604 | | | — | | | $7,676,604 | | | — | | | $125,727 | | | $11,777,331 | ||
Mary Ann Betsch Chief Financial Officer (effective October 3, 2022) | | | 2023 | | | $750,000 | | | $750,000 | | | $1,089,090 | | | — | | | $1,089,090 | | | — | | | $64,462 | | | $2,653,552 |
| | 2022 | | | $187,500 | | | $1,100,000 | | | — | | | — | | | — | | | — | | | $5,110 | | | $1,292,610 | ||
Evan L. Russo Chief Executive Officer of Lazard Asset Management (effective June 1, 2022) | | | 2023 | | | $750,000 | | | $2,040,000 | | | $7,150,119 | | | $15,062,000 | | | $22,212,119 | | | — | | | $136,069 | | | $25,138,188 |
| | 2022 | | | $750,000 | | | — | | | $5,077,879 | | | — | | | $5,077,879 | | | — | | | $118,161 | | | $5,946,040 | ||
| | 2021 | | | $750,000 | | | $1,320,000 | | | $4,030,231 | | | — | | | $4,030,231 | | | — | | | $74,209 | | | $6,174,440 | ||
Alexandra Soto Chief Operating Officer (effective September 14, 2023) | | | 2023 | | | $750,000 | | | $800,000 | | | $3,995,793 | | | — | | | $3,995,793 | | | — | | | $91,199 | | | $5,636,992 |
Scott D. Hoffman Chief Administrative Officer and General Counsel (until September 30, 2023) | | | 2023 | | | $562,500 | | | — | | | $3,125,235 | | | — | | | $3,125,235 | | | $313 | | | $ 11,315,285 | | | $15,003,332 |
| (1) | For 2023, includes a year-end annual cash incentive bonus, which is subject to potential repayment in full as described under “Selected 2023 Compensation Program Highlights,” of $2,157,500, $1,865,500, $750,000, $2,040,000 and $800,000 for Mr. Orszag, Mr. Jacobs, Ms. Betsch, Mr. Russo and Ms. Soto, respectively. For Ms. Betsch, for 2022, includes an award of $250,000 that was granted as a sign-on bonus in connection with her commencement of employment, contingent upon Ms. Betsch’s continued employment for 12 months following her commencement of employment. For Mr. Orszag, for 2023, 2022 and 2021, includes awards of $2,000,000, $1,250,000 and $3,000,000, respectively, that were considered special cash retention awards contingent upon Mr. Orszag’s continued employment until the relevant payment date. |
| (2) | For 2023, represents PIPRs, RSUs and LFIs that relate to the prior year’s performance. For 2022, represents |
| (3) | For 2023, represents for Messrs. Orszag and Russo, Stock Price PRPU awards that relate to |
Reflects the total of the previous two columns (Annual Grants and Special Grants). |
| (5) | Represents the aggregate change in actuarial present value of the accumulated benefits of Messrs. Jacobs and |
For |
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
| Company’s 401(k) plan, which is a benefit provided to all of the Company’s U.S. managing directors; (v) for Ms. Soto, the payment by the Company of a $49,574 contribution in 2023 to the Company’s UK-based defined contribution plan, which is a benefit provided to all of the Company’s UK managing directors; (vi) distributions paid to NEOs (other than Ms. Soto) in |
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Named Executive Officer | | | Grant Date | | | Target Number | | | Grant Date Fair Value of PIPRs / Stock Price PRPUs (1) | | | Number of RSUs | | | Grant Date Fair Value of RSUs (1) | | | Grant Date Fair Value of LFIs (1) |
Peter R. Orszag | | | March 9, 2023 | | | 138,340 | | | $4,971,940 | | | — | | | — | | | — |
| | | July 15, 2023 | | | — | | | — | | | 58,309 | | | $2,000,000 | | | — | |
| | | August 23, 2023 | | | 1,250,000 | | | $18,827,500 | | | — | | | — | | | — | |
Kenneth M. Jacobs | | | March 9, 2023 | | | 220,026 | | | $7,907,734 | | | — | | | — | | | — |
Marry Ann Betsch | | | March 9, 2023 | | | 30,303 | | | $1,089,090 | | | — | | | — | | | — |
Evan L. Russo | | | March 9, 2023 | | | 198,946 | | | $7,150,119 | | | — | | | — | | | — |
| | | August 23, 2023 | | | 1,000,000 | | | $15,062,000 | | | — | | | — | | | — | |
Alexandra Soto | | | March 16, 2023 | | | — | | | — | | | 55,995 | | | $1,870,793 | | | $2,125,000 |
Scott D. Hoffman | | | March 9, 2023 | | | 86,957 | | | $3,125,235 | | | — | | | — | | | — |
| (1) | Amounts represent the grant date fair value of awards made in 2023, as computed in accordance with FASB ASC Topic 718, as set forth in footnote (2) to the “Summary Compensation Table” above. |
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Named Executive Officer(1) | | | Number of PIPRs and RSUs That Have Not Vested (2)(3) | | | Market Value of PIPRs and RSUs That Have Not Vested | | | Number of PRPUs, PRSUs and Stock Price PRPUs That Have Not Vested (4) | | | Market or Payout Value of PRPUs. PRSUs and Stock Price PRPUs That Have Not Vested (4) |
Peter R. Orszag | | | 358,092 | | | $ 12,461,602 | | | 598,857 | | | $ 20,840,224 |
Kenneth M. Jacobs | | | 541,051 | | | $18,828,575 | | | 660,338 | | | $22,979,762 |
Mary Ann Betsch | | | 30,303 | | | $1,054,544 | | | — | | | $— |
Evan L. Russo | | | 367,485 | | | $12,788,478 | | | 543,874 | | | $18,926,816 |
Alexandra Soto | | | 134,755 | | | $4,689,474 | | | 149,510 | | | $5,202,948 |
Scott D. Hoffman | | | 201,598 | | | $7,015,610 | | | 206,822 | | | $7,197,406 |
| (1) | Mr. Jacobs became eligible for retirement under the Deferred Compensation Retirement Policy on March 31, 2016. All of his PRPUs are eligible for the Deferred Compensation Retirement Policy and are no longer subject to a service-based vesting condition but remain subject to compliance with restrictive covenants until the original vesting dates. Mses. Betsch and Soto and Messrs. Orszag and Russo will become retirement eligible on December 20, 2035; October 21, 2024; December 16, 2027; and August 2, 2030, respectively. Upon reaching retirement eligibility, any PIPRs, RSUs, PRUs and LFIs that the relevant NEO holds will become eligible for the Deferred Compensation Retirement Policy. |
| (2) | With respect to PRU awards granted in March 2021 (in respect of 2020 compensation), in early 2024, the Compensation Committee determined that Lazard had achieved an aggregate score of 1.95x with respect to the applicable performance periods to which such awards are subject. The total number of PRPU awards granted in March 2021 included in this column for each NEO is as follows: 321,025 for Mr. Jacobs; 168,539 for Mr. Russo; and 114,641 for Mr. Hoffman. The total number of PRSU awards granted in March 2021 included in this column for Ms. Soto is 63,169. All such amounts vested on March 11, 2024 (in the case of PRPUs) and March 1, 2024 (in the case of PRSUs). Accordingly, this column includes the product of (i) 1.95 and (ii) the total original target number of shares of our common stock subject to such PRPUs or PRSUs, as applicable. |
| (3) | This column includes PIPRs granted to each of our NEOs, other than Ms. Soto, in March 2023 in respect of 2022 as follows: 138,340 for Mr. Orszag; 220,026 for Mr. Jacobs; 30,303 for Ms. Betsch; 198,946 for Mr. Russo; and 86,957 for Mr. Hoffman. The total number of RSU awards granted to Ms. Soto in March 2023 in respect of 2022 included in this column is 58,917. This column also reflects (i) 77,781 PIPRs granted to Mr. Orszag in respect of his service prior to his appointment as an executive officer of the Company, which vested on March 11, 2024, (ii) 60,285 and 81,686 RSUs granted to Mr. Orszag, prior to becoming our CEO, on July 15, 2023 and July 15, 2022, respectively, as a special retention award subject to Mr. Orszag’s continued employment with the Company through September 3, 2025 and September 3, 2024, respectively, and (iii) 12,834 RSUs granted to Ms. Soto in 2021 in respect of 2020, which vested on March 1, 2024. |
| (4) | The PRPU and PRSU awards granted to our NEOs in 2022 with respect to 2021 compensation are scheduled to vest on or around March 1, 2025, subject to achievement of performance-based vesting criteria. Because our performance in the 2023 fiscal year exceeded the target (one times) level, and based on guidance regarding the rules of the SEC, we have included the PRPU awards in the table above based on the maximum payout level (in this case, 2.4). For PRPUs granted in 2022, this column reflects 2.4 times the total target number of shares subject to such PRPUs. The number of PRPUs, or PRSUs, in the case of Ms. Soto, set forth in this column are as follows: for Mr. Orszag, 348,857; for Mr. Jacobs, 660,338; for Mr. Russo, 343,874; for Ms. Soto, 149,510; and for Mr. Hoffman, 206,822. The amounts reflected above are not necessarily indicative of future payouts for the awards, which are not now known but will ultimately be determined based on our actual performance through the entire performance period (and which may be lower than the 2.4 times payout level). With respect to Stock Price PRPUs granted to Messrs. Orszag and Russo, given that such Stock Price PRPUs are earned based on future increases to our stock price and satisfaction of service conditions, we have shown the value of the number of shares of our common stock that would be received, assuming achievement of the first stock price milestone under such award (i.e., $43.10), which we view as a representative value for purposes of this table, taking into account fiscal year 2023 performance (which resulted in no stock price milestone being achieved). As discussed above in the section entitled “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management,” Stock Price PRPUs are eligible to vest in three Tranches based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified |
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Named Executive Officer | | | Number of Shares That Vested or Were Acquired on Vesting | | | Value Realized on Vesting |
Peter R. Orszag | | | 46,497 | | | $1,749,626 |
Kenneth M. Jacobs | | | 323,176 | | | $12,038,306 |
Mary Ann Betsch | | | — | | | — |
Evan L. Russo | | | 134,696 | | | $5,017,426 |
Alexandra Soto | | | 28,215 | | | $1,054,112 |
Scott D. Hoffman | | | 107,918 | | | $4,019,946 |
Named Executive Officer | | | Plan Name | | | Number of Years of Credited Service (1) | | | Present Value of Accumulated Benefit ($) (2) | | | Payments During Last Fiscal Year ($) |
Kenneth M. Jacobs | | | Lazard Frères & Co. LLC Employees’ Pension Plan | | | 3 | | | $0 | | | $78,088 |
Scott D. Hoffman | | | Lazard Frères & Co. LLC Employees’ Pension Plan | | | 5 | | | $0 | | | $103,781 |
| | | Supplemental Defined— Benefit Pension Plan | | | 5 | | | $74,932 | | | $0 |
| (1) | Mr. Jacobs has been employed by the Company for over 35 years and Mr. Hoffman was employed by the Company for almost 30 years. Mr. Jacobs became a managing director of the Company in 1991 and Mr. Hoffman in 1998, at which point they ceased accruing benefits under these plans. |
| (2) | Messrs. Jacobs and Hoffman received lump sum payments of their respective Lazard Frères & Co. LLC Employees’ Pension Plan amounts, and the present value of these benefits is reflected as $0 above because they are no longer owed a benefit under such plan. With respect to the supplemental defined-benefit pension plan, Mr. Hoffman elected a lump sum payment, which has been calculated here using interest rates and mortality applicable for lump sum payments as outlined in §417(e)(3) of the Internal Revenue Code. The lump sum benefit is discounted from the payment date to the December 31, 2023 measurement date using a 5.07% discount rate. |
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| | | Prior to a Change in Control | | | On or After a Change in Control | ||||||||||||||||||||||
Named Executive Officer | | | Death or Disability | | | Involuntary Termination Without “Cause” | | | Resignation for “Good Reason” | | | Retirement | | | No Termination of Employment | | | Death or Disability | | | Involuntary Termination Without “Cause” | | | Resignation for “Good Reason” | | | Retirement |
Peter R. Orszag | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $ 20,050,000 | | | $ 20,050,000 | | | — | | | — | | | — | | | $ 20,050,000 | | | $ 20,050,000 | | | — |
PIPR, RSU, PRPU and Stock Price PRPU Vesting (2) (3) | | | $ 32,069,576 | | | $32,069,576 | | | $32,069,576 | | | — | | | — | | | $ 34,678,023 | | | $34,678,023 | | | $34,678,023 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $9,125,000 | | | $9,125,000 | | | $9,125,000 | | | — | | | — | | | $9,125,000 | | | $9,125,000 | | | $9,125,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $225,000 | | | — | | | — | | | — | | | — | | | $225,000 | | | $225,000 | | | — |
Kenneth M. Jacobs | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $22,200,000 | | | $22,200,000 | | | — | | | — | | | — | | | $22,200,000 | | | $22,200,000 | | | — |
PIPR and PRPU Vesting (2) (3) | | | $40,491,346 | | | $40,491,346 | | | $40,491,346 | | | $30,616,507 | | | — | | | $45,428,752 | | | $45,428,752 | | | $45,428,752 | | | $45,428,752 |
Pro-rata Annual Incentive Payment (4) | | | $10,350,000 | | | $10,350,000 | | | $10,350,000 | | | — | | | — | | | $10,350,000 | | | $10,350,000 | | | $10,350,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Mary Ann Betsch | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $6,000,000 | | | 6,000,000 | | | — | | | — | | | — | | | $6,000,000 | | | $6,000,000 | | | — |
PIPR Vesting (2) (3) | | | $1,079,398 | | | $1,079,398 | | | $1,079,398 | | | — | | | — | | | $1,079,398 | | | $1,079,398 | | | $1,079,398 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $2,250,000 | | | $2,250,000 | | | $2,250,000 | | | — | | | — | | | $2,250,000 | | | $2,250,000 | | | $2,250,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Evan L. Russo | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $15,200,000 | | | $15,200,000 | | | — | | | — | | | — | | | $15,200,000 | | | $15,200,000 | | | — |
PIPR, PRPU and Stock Price PRPU Vesting (2) (3) | | | $31,349,415 | | | $31,349,415 | | | $31,349,415 | | | — | | | — | | | $33,676,285 | | | $33,676,285 | | | $33,676,285 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $6,850,000 | | | $6,850,000 | | | $6,850,000 | | | — | | | — | | | $6,850,000 | | | $6,850,000 | | | $6,850,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Alexandra Soto | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $11,000,000 | | | $11,000,000 | | | — | | | — | | | — | | | $11,000,000 | | | $11,000,000 | | | — |
RSU, PRSU and LFI Vesting (2) (3) | | | $14,093,561 | | | $14,093,561 | | | $14,093,561 | | | — | | | — | | | $15,349,535 | | | $15,349,535 | | | $15,349,535 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $4,750,000 | | | $4,750,000 | | | $4,750,000 | | | — | | | — | | | $4,750,000 | | | $4,750,000 | | | $4,750,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
| (1) | In addition to the severance payments listed (each of which is described below under “Individual Agreements”), each of our U.S.-based NEOs would have been entitled to receive two years of medical and dental coverage following termination. However, amounts relative to this benefit are immaterial and have not been included in the table. |
| (2) | Valuation of all PIPR, RSU, PRPU and PRSU awards is based upon the full value underlying our common stock at the close of business on December 31, 2023, without taking into account any discount for the present value of such awards. Valuation of LFI awards is determined based on the dollar value of the relevant fund interest at the close of business on December 31, 2023. Upon a change in control, (i) PIPRs, RSUs, PRPUs, PRSUs, Stock Price PRPUs and LFI awards generally will not accelerate, but will instead require both a change in control and another customary event (such as a qualifying termination) in order to vest, (ii) PRPU and PRSU awards will no longer be subject to the performance conditions and the payout level will |
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| (3) | Upon death, (i) all PIPRs, RSUs and LFI awards vest immediately, (ii) all PRPU and PRSU awards vest immediately (or, if the death occurs more than halfway through the fiscal quarter, as soon as practicable following the Compensation Committee’s determination of the payout level), with the payout level based on (A) our actual performance during the portion of the performance period ending on the last day of the fiscal quarter preceding the date of death (or, if the death occurs more than halfway through the fiscal quarter, the last day of such fiscal quarter) and (B) the target level for the remainder of the performance period and (iii) all Stock Price PRPUs for which the stock price milestone was met prior to the termination vest as of such termination (and a number of Stock Price PRPUs equal to a prorated portion (subject to certain minimums) of each other unvested tranche would remain outstanding and eligible to vest based on achievement of the applicable stock price milestone before the expiration date applicable to such tranche). Upon disability, a termination without “cause” or resignation for “good reason,” (i) the PRPU and PRSU payout level will be determined in a manner consistent with clauses (A) and (B) of the immediately preceding sentence, (ii) the Stock Price PRPU payout will be determined according to clause (iii) of the immediately preceding sentence and (iii) the NEOs may be immediately taxed on 100% of the LFIs. Accordingly, a percentage of the Fund Interests, in the case of LFIs, in the amount sufficient to cover payment of taxes will be delivered to the executive or withheld immediately upon termination, and the remaining percentage will be delivered on the original vesting dates, provided that the executive does not violate his or her restrictive covenants. Mr. Jacobs became retirement eligible during 2016. If an NEO is retirement eligible, Stock Price PRPUs will be forfeited to the extent unvested but he or she may retire without forfeiting his or her PRPUs (excluding Stock Price PRPUs) or PRSUs, but (other than following a change in control) such PRPUs or PRSUs remain subject to performance conditions for the full performance period. Following retirement (other than following a change in control), all PIPRs, RSUs, PRPUs, PRSUs and LFIs remain subject to compliance with restrictive covenants through their original vesting date, notwithstanding any shorter duration provided in award agreements. See “Deferred Compensation Retirement Policy” above. |
| (4) | Pursuant to their retention agreements, in the event of an involuntary termination without “cause” or resignation for “good reason,” or upon termination due to death or disability, each NEO is entitled to a pro-rated portion of the average annual bonus (or, to the extent applicable, cash distributions, special retention awards (in the case of Mr. Orszag) and including any bonuses paid in the form of equity awards or LFI awards based on the grant date value of such awards in accordance with our normal valuation methodology, or at the target level, in the case of PRPUs or PRSUs) paid or payable to the executive for our two completed fiscal years immediately preceding the fiscal year in which the termination occurs. Assuming a qualifying termination on December 31, 2023, all NEOs would have received a pro-rated annual bonus equal to the average of such NEO’s full annual incentive compensation in respect of 2022 and 2021. |
| (5) | Each of the NEOs is entitled to three months’ notice (or, if the Company elects, base salary in lieu of such notice period) following a termination by the Company other than for cause. In addition, for each NEO party to a retention agreement as of December 31, 2023, this notice period or salary in lieu thereof applies upon a resignation for good reason solely due to a failure by the Company to continue, following the expiration of the retention agreement, the executive’s employment pursuant to an agreement having terms and conditions that are reasonable at the time of such expiration, except in the event that the executive rejects an offer of continued employment consistent with the foregoing. |
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Year | Summary Compensation Table Total for PEO (1) | Compensation “Actually Paid” to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation “Actually Paid” to Non-PEO NEOs (2)(4) | Value of Initial Fixed $100 Investment Based On: | Net Income US GAAP (millions) (7) | One-year PI-OMM (8) | |||||||||||||||||||||||||||||||||
Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | |||||||||||||||||||||||||||||||||||||||
| 2022 | $ | 10,888,560 | $ | 16,756,607 | $ | 6,345,221 | $ | 8,782,919 | $ | 83.86 | $ | 89.43 | $ | 358 | 25.0 | % | ||||||||||||||||||||||||
| 2021 | $ | 11,777,331 | $ | 26,276,748 | $ | 7,916,113 | $ | 14,177,208 | $ | 107.44 | $ | 134.87 | $ | 528 | 30.6 | % | ||||||||||||||||||||||||
| 2020 | $ | 10,038,325 | $ | 14,278,964 | $ | 6,907,889 | $ | 8,532,708 | $ | 112.02 | $ | 98.24 | $ | 402 | 27.0 | % | ||||||||||||||||||||||||
Named Executive Officer | | | Grant Date | | | Target Number | | | Grant Date Fair Value of PIPRs / Stock Price PRPUs (1) | | | Number of RSUs | | | Grant Date Fair Value of RSUs (1) | | | Grant Date Fair Value of LFIs (1) |
Peter R. Orszag | | | March 9, 2023 | | | 138,340 | | | $4,971,940 | | | — | | | — | | | — |
| | | July 15, 2023 | | | — | | | — | | | 58,309 | | | $2,000,000 | | | — | |
| | | August 23, 2023 | | | 1,250,000 | | | $18,827,500 | | | — | | | — | | | — | |
Kenneth M. Jacobs | | | March 9, 2023 | | | 220,026 | | | $7,907,734 | | | — | | | — | | | — |
Marry Ann Betsch | | | March 9, 2023 | | | 30,303 | | | $1,089,090 | | | — | | | — | | | — |
Evan L. Russo | | | March 9, 2023 | | | 198,946 | | | $7,150,119 | | | — | | | — | | | — |
| | | August 23, 2023 | | | 1,000,000 | | | $15,062,000 | | | — | | | — | | | — | |
Alexandra Soto | | | March 16, 2023 | | | — | | | — | | | 55,995 | | | $1,870,793 | | | $2,125,000 |
Scott D. Hoffman | | | March 9, 2023 | | | 86,957 | | | $3,125,235 | | | — | | | — | | | — |
| (1) |
Adjustments to Determine Compensation “Actually Paid” | PEO | Non-PEO NEOs (Average) | ||||||||||||||||||||||||||||
Year | 2022 | 2021 | 2020 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||
| Changes in performance award estimates during covered year | $ | 9,885,195 | $ | 11,937,874 | $ | 2,746,751 | $ | 3,896,661 | $ | 4,991,563 | $ | 1,061,318 | ||||||||||||||||||
| Changes in fair value during covered year | $ | (6,465,411 | ) | $ | 258,071 | $ | 539,160 | $ | (2,428,970 | ) | $ | 223,026 | $ | 100,800 | ||||||||||||||||
| Dividends or other earnings during covered year | $ | 2,448,263 | $ | 2,303,472 | $ | 965,483 | $ | 970,007 | $ | 1,046,505 | $ | 468,808 | ||||||||||||||||||
| Changes in pension value reflected in Summary Compensation Table | — | — | $ | (10,755 | ) | — | — | $ | (6,107 | ) | ||||||||||||||||||||
Total Adjustments | $ | 5,868,047 | $ | 14,499,417 | $ | 4,240,639 | $ | 2,437,698 | $ | 6,261,094 | $ | 1,624,819 | ||||||||||||||||||
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Named Executive Officer(1) | | | Number of PIPRs and RSUs That Have Not Vested (2)(3) | | | Market Value of PIPRs and RSUs That Have Not Vested | | | Number of PRPUs, PRSUs and Stock Price PRPUs That Have Not Vested (4) | | | Market or Payout Value of PRPUs. PRSUs and Stock Price PRPUs That Have Not Vested (4) |
Peter R. Orszag | | | 358,092 | | | $ 12,461,602 | | | 598,857 | | | $ 20,840,224 |
Kenneth M. Jacobs | | | 541,051 | | | $18,828,575 | | | 660,338 | | | $22,979,762 |
Mary Ann Betsch | | | 30,303 | | | $1,054,544 | | | — | | | $— |
Evan L. Russo | | | 367,485 | | | $12,788,478 | | | 543,874 | | | $18,926,816 |
Alexandra Soto | | | 134,755 | | | $4,689,474 | | | 149,510 | | | $5,202,948 |
Scott D. Hoffman | | | 201,598 | | | $7,015,610 | | | 206,822 | | | $7,197,406 |
| (1) | Mr. Jacobs became eligible for retirement under the Deferred Compensation Retirement Policy on March 31, 2016. All of his PRPUs are eligible for the Deferred Compensation Retirement Policy and are no longer subject to a service-based vesting condition but remain subject to compliance with restrictive covenants until the original vesting dates. Mses. Betsch and Soto and Messrs. Orszag and Russo will become retirement eligible on December 20, 2035; October 21, 2024; December 16, 2027; and August 2, 2030, respectively. Upon reaching retirement eligibility, any PIPRs, RSUs, PRUs and LFIs that the relevant NEO holds will become eligible for the Deferred Compensation Retirement Policy. |
| (2) | With respect to PRU awards granted in March 2021 (in respect of 2020 compensation), in early 2024, the Compensation Committee determined that Lazard had achieved an aggregate score of 1.95x with respect to the applicable performance periods to which such awards are subject. The total number of PRPU awards granted in March 2021 included in this column for each NEO is as follows: 321,025 for Mr. Jacobs; 168,539 for Mr. Russo; and 114,641 for Mr. Hoffman. The total number of PRSU awards granted in March 2021 included in this column for Ms. Soto is 63,169. All such amounts vested on March 11, 2024 (in the case of PRPUs) and March 1, 2024 (in the case of PRSUs). Accordingly, this column includes the product of (i) 1.95 and (ii) the total original target number of shares of our common stock subject to such PRPUs or PRSUs, as applicable. |
| (3) | This column includes PIPRs granted to each of our NEOs, other than Ms. Soto, in March 2023 in respect of 2022 as follows: 138,340 for Mr. Orszag; 220,026 for Mr. Jacobs; 30,303 for Ms. Betsch; 198,946 for Mr. Russo; and 86,957 for Mr. Hoffman. The total number of RSU awards granted to Ms. Soto in March 2023 in respect of 2022 included in this column is 58,917. This column also reflects (i) 77,781 PIPRs granted to Mr. Orszag in respect of his service prior to his appointment as an executive officer of the Company, which vested on March 11, 2024, (ii) 60,285 and 81,686 RSUs granted to Mr. Orszag, prior to becoming our CEO, on July 15, 2023 and July 15, 2022, respectively, as a special retention award subject to Mr. Orszag’s continued employment with the Company through September 3, 2025 and September 3, 2024, respectively, and (iii) 12,834 RSUs granted to Ms. Soto in 2021 in respect of 2020, which vested on March 1, 2024. |
| (4) | The PRPU and PRSU awards granted to our NEOs in 2022 with respect to 2021 compensation are scheduled to vest on or around March 1, 2025, subject to achievement of performance-based vesting criteria. Because our performance in the 2023 fiscal year exceeded the target (one times) level, and based on guidance regarding the rules of the SEC, we have included the PRPU awards in the table above based on the maximum payout level (in this case, 2.4). For PRPUs granted in 2022, this column reflects 2.4 times the total target number of shares subject to such PRPUs. The number of PRPUs, or PRSUs, in the case of Ms. Soto, set forth in this column are as follows: for Mr. Orszag, 348,857; for Mr. Jacobs, 660,338; for Mr. Russo, 343,874; for Ms. Soto, 149,510; and for Mr. Hoffman, 206,822. The amounts reflected above are not necessarily indicative of future payouts for the awards, which are not now known but will ultimately be determined based on our actual performance through the entire performance period (and which may be lower than the 2.4 times payout level). With respect to Stock Price PRPUs granted to Messrs. Orszag and Russo, given that such Stock Price PRPUs are earned based on future increases to our stock price and satisfaction of service conditions, we have shown the value of the number of shares of our common stock that would be received, assuming achievement of the first stock price milestone under such award (i.e., $43.10), which we view as a representative value for purposes of this table, taking into account fiscal year 2023 performance (which resulted in no stock price milestone being achieved). As discussed above in the section entitled “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management,” Stock Price PRPUs are eligible to vest in three Tranches based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified |
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Named Executive Officer | | | Number of Shares That Vested or Were Acquired on Vesting | | | Value Realized on Vesting |
Peter R. Orszag | | | 46,497 | | | $1,749,626 |
Kenneth M. Jacobs | | | 323,176 | | | $12,038,306 |
Mary Ann Betsch | | | — | | | — |
Evan L. Russo | | | 134,696 | | | $5,017,426 |
Alexandra Soto | | | 28,215 | | | $1,054,112 |
Scott D. Hoffman | | | 107,918 | | | $4,019,946 |
Named Executive Officer | | | Plan Name | | | Number of Years of Credited Service (1) | | | Present Value of Accumulated Benefit ($) (2) | | | Payments During Last Fiscal Year ($) |
Kenneth M. Jacobs | | | Lazard Frères & Co. LLC Employees’ Pension Plan | | | 3 | | | $0 | | | $78,088 |
Scott D. Hoffman | | | Lazard Frères & Co. LLC Employees’ Pension Plan | | | 5 | | | $0 | | | $103,781 |
| | | Supplemental Defined— Benefit Pension Plan | | | 5 | | | $74,932 | | | $0 |
| (1) | Mr. Jacobs has been employed by the Company for over 35 years and Mr. Hoffman was employed by the Company for almost 30 years. Mr. Jacobs became a managing director of the Company in 1991 and Mr. Hoffman in 1998, at which point they ceased accruing benefits under these plans. |
| (2) | Messrs. Jacobs and Hoffman received lump sum payments of their respective Lazard Frères & Co. LLC Employees’ Pension Plan amounts, and the present value of these benefits is reflected as $0 above because they are no longer owed a benefit under such plan. With respect to the supplemental defined-benefit pension plan, Mr. Hoffman elected a lump sum payment, which has been calculated here using interest rates and mortality applicable for lump sum payments as outlined in §417(e)(3) of the Internal Revenue Code. The lump sum benefit is discounted from the payment date to the December 31, 2023 measurement date using a 5.07% discount rate. |
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| | | Prior to a Change in Control | | | On or After a Change in Control | ||||||||||||||||||||||
Named Executive Officer | | | Death or Disability | | | Involuntary Termination Without “Cause” | | | Resignation for “Good Reason” | | | Retirement | | | No Termination of Employment | | | Death or Disability | | | Involuntary Termination Without “Cause” | | | Resignation for “Good Reason” | | | Retirement |
Peter R. Orszag | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $ 20,050,000 | | | $ 20,050,000 | | | — | | | — | | | — | | | $ 20,050,000 | | | $ 20,050,000 | | | — |
PIPR, RSU, PRPU and Stock Price PRPU Vesting (2) (3) | | | $ 32,069,576 | | | $32,069,576 | | | $32,069,576 | | | — | | | — | | | $ 34,678,023 | | | $34,678,023 | | | $34,678,023 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $9,125,000 | | | $9,125,000 | | | $9,125,000 | | | — | | | — | | | $9,125,000 | | | $9,125,000 | | | $9,125,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $225,000 | | | — | | | — | | | — | | | — | | | $225,000 | | | $225,000 | | | — |
Kenneth M. Jacobs | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $22,200,000 | | | $22,200,000 | | | — | | | — | | | — | | | $22,200,000 | | | $22,200,000 | | | — |
PIPR and PRPU Vesting (2) (3) | | | $40,491,346 | | | $40,491,346 | | | $40,491,346 | | | $30,616,507 | | | — | | | $45,428,752 | | | $45,428,752 | | | $45,428,752 | | | $45,428,752 |
Pro-rata Annual Incentive Payment (4) | | | $10,350,000 | | | $10,350,000 | | | $10,350,000 | | | — | | | — | | | $10,350,000 | | | $10,350,000 | | | $10,350,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Mary Ann Betsch | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $6,000,000 | | | 6,000,000 | | | — | | | — | | | — | | | $6,000,000 | | | $6,000,000 | | | — |
PIPR Vesting (2) (3) | | | $1,079,398 | | | $1,079,398 | | | $1,079,398 | | | — | | | — | | | $1,079,398 | | | $1,079,398 | | | $1,079,398 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $2,250,000 | | | $2,250,000 | | | $2,250,000 | | | — | | | — | | | $2,250,000 | | | $2,250,000 | | | $2,250,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Evan L. Russo | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $15,200,000 | | | $15,200,000 | | | — | | | — | | | — | | | $15,200,000 | | | $15,200,000 | | | — |
PIPR, PRPU and Stock Price PRPU Vesting (2) (3) | | | $31,349,415 | | | $31,349,415 | | | $31,349,415 | | | — | | | — | | | $33,676,285 | | | $33,676,285 | | | $33,676,285 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $6,850,000 | | | $6,850,000 | | | $6,850,000 | | | — | | | — | | | $6,850,000 | | | $6,850,000 | | | $6,850,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Alexandra Soto | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $11,000,000 | | | $11,000,000 | | | — | | | — | | | — | | | $11,000,000 | | | $11,000,000 | | | — |
RSU, PRSU and LFI Vesting (2) (3) | | | $14,093,561 | | | $14,093,561 | | | $14,093,561 | | | — | | | — | | | $15,349,535 | | | $15,349,535 | | | $15,349,535 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $4,750,000 | | | $4,750,000 | | | $4,750,000 | | | — | | | — | | | $4,750,000 | | | $4,750,000 | | | $4,750,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
| (1) | In addition to the severance payments listed (each of which is described below under “Individual Agreements”), each of our U.S.-based NEOs would have been entitled to receive two years of medical and dental coverage following termination. However, amounts relative to this benefit are immaterial and have not been included in the table. |
| (2) | Valuation of all PIPR, RSU, PRPU and PRSU awards is based upon the full value underlying our common stock at the close of business on December 31, 2023, without taking into account any discount for the present value of such awards. Valuation of LFI awards is determined based on the dollar value of the relevant fund interest at the close of business on December 31, 2023. Upon a change in control, (i) PIPRs, RSUs, PRPUs, PRSUs, Stock Price PRPUs and LFI awards generally will not accelerate, but will instead require both a change in control and another customary event (such as a qualifying termination) in order to vest, (ii) PRPU and PRSU awards will no longer be subject to the performance conditions and the payout level will |
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| (3) | Upon death, (i) all PIPRs, RSUs and LFI awards vest immediately, (ii) all PRPU and PRSU awards vest immediately (or, if the death occurs more than halfway through the fiscal quarter, as soon as practicable following the Compensation Committee’s determination of the payout level), with the payout level based on (A) our actual performance during the portion of the performance period ending on the last day of the fiscal quarter preceding the date of death (or, if the death occurs more than halfway through the fiscal quarter, the last day of such fiscal quarter) and (B) the target level for the remainder of the performance period and (iii) all Stock Price PRPUs for which the stock price milestone was met prior to the termination vest as of such termination (and a number of Stock Price PRPUs equal to a prorated portion (subject to certain minimums) of each other unvested tranche would remain outstanding and eligible to vest based on achievement of the applicable stock price milestone before the expiration date applicable to such tranche). Upon disability, a termination without “cause” or resignation for “good reason,” (i) the PRPU and PRSU payout level will be determined in a manner consistent with clauses (A) and (B) of the immediately preceding sentence, (ii) the Stock Price PRPU payout will be determined according to clause (iii) of the immediately preceding sentence and (iii) the NEOs may be immediately taxed on 100% of the LFIs. Accordingly, a percentage of the Fund Interests, in the case of LFIs, in the amount sufficient to cover payment of taxes will be delivered to the executive or withheld immediately upon termination, and the remaining percentage will be delivered on the original vesting dates, provided that the executive does not violate his or her restrictive covenants. Mr. Jacobs became retirement eligible during 2016. If an NEO is retirement eligible, Stock Price PRPUs will be forfeited to the extent unvested but he or she may retire without forfeiting his or her PRPUs (excluding Stock Price PRPUs) or PRSUs, but (other than following a change in control) such PRPUs or PRSUs remain subject to performance conditions for the full performance period. Following retirement (other than following a change in control), all PIPRs, RSUs, PRPUs, PRSUs and LFIs remain subject to compliance with restrictive covenants through their original vesting date, notwithstanding any shorter duration provided in award agreements. See “Deferred Compensation Retirement Policy” above. |
| (4) | Pursuant to their retention agreements, in the event of an involuntary termination without “cause” or resignation for “good reason,” or upon termination due to death or disability, each NEO is entitled to a pro-rated portion of the average annual bonus (or, to the extent applicable, cash distributions, special retention awards (in the case of Mr. Orszag) and including any bonuses paid in the form of equity awards or LFI awards based on the grant date value of such awards in accordance with our normal valuation methodology, or at the target level, in the case of PRPUs or PRSUs) paid or payable to the executive for our two completed fiscal years immediately preceding the fiscal year in which the termination occurs. Assuming a qualifying termination on December 31, 2023, all NEOs would have received a pro-rated annual bonus equal to the average of such NEO’s full annual incentive compensation in respect of 2022 and 2021. |
| (5) | Each of the NEOs is entitled to three months’ notice (or, if the Company elects, base salary in lieu of such notice period) following a termination by the Company other than for cause. In addition, for each NEO party to a retention agreement as of December 31, 2023, this notice period or salary in lieu thereof applies upon a resignation for good reason solely due to a failure by the Company to continue, following the expiration of the retention agreement, the executive’s employment pursuant to an agreement having terms and conditions that are reasonable at the time of such expiration, except in the event that the executive rejects an offer of continued employment consistent with the foregoing. |
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Named Executive Officer | Date Grant Approved | Grant Date | Minimum Number | Target Number | Maximum Number | Grant Date Fair Value of PRPUs (1) | Number of RSUs | Grant Date Fair Value of RSUs (1) | ||||||||||||||||||||
| Kenneth M. Jacobs | Jan. 25, 2022 | March 7, 2022 | — | 275,141 | 660,338 | $ | 9,750,997 | — | — | |||||||||||||||||||
| Peter R. Orszag | Jan. 25, 2022 | March 7, 2022 | — | 145,357 | 348,857 | $ | 5,151,452 | — | — | |||||||||||||||||||
| Feb. 25, 2021 | July 15, 2022 | — | — | — | — | 74,582 | $ | 2,499,989 | ||||||||||||||||||||
| Evan L. Russo | Jan. 25, 2022 | March 7, 2022 | — | 143,281 | 343,874 | $ | 5,077,879 | — | — | |||||||||||||||||||
| Ashish Bhutani | Jan. 25, 2022 | March 7, 2022 | — | 152,774 | 366,658 | $ | 5,414,311 | — | — | |||||||||||||||||||
| Alexander F. Stern | Jan. 25, 2022 | March 7, 2022 | — | 160,931 | 386,234 | $ | 5,703,395 | — | — | |||||||||||||||||||
Named Executive Officer | | | Grant Date | | | Target Number | | | Grant Date Fair Value of PIPRs / Stock Price PRPUs (1) | | | Number of RSUs | | | Grant Date Fair Value of RSUs (1) | | | Grant Date Fair Value of LFIs (1) |
Peter R. Orszag | | | March 9, 2023 | | | 138,340 | | | $4,971,940 | | | — | | | — | | | — |
| | | July 15, 2023 | | | — | | | — | | | 58,309 | | | $2,000,000 | | | — | |
| | | August 23, 2023 | | | 1,250,000 | | | $18,827,500 | | | — | | | — | | | — | |
Kenneth M. Jacobs | | | March 9, 2023 | | | 220,026 | | | $7,907,734 | | | — | | | — | | | — |
Marry Ann Betsch | | | March 9, 2023 | | | 30,303 | | | $1,089,090 | | | — | | | — | | | — |
Evan L. Russo | | | March 9, 2023 | | | 198,946 | | | $7,150,119 | | | — | | | — | | | — |
| | | August 23, 2023 | | | 1,000,000 | | | $15,062,000 | | | — | | | — | | | — | |
Alexandra Soto | | | March 16, 2023 | | | — | | | — | | | 55,995 | | | $1,870,793 | | | $2,125,000 |
Scott D. Hoffman | | | March 9, 2023 | | | 86,957 | | | $3,125,235 | | | — | | | — | | | — |
| (1) | Amounts represent the grant date fair value of awards made in |
Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
The PIPRs, RSUs and Stock Price PRPUs included in the table above are subject to performance-basedservice-based conditions, and service-based and other vesting criteriafor Stock Price PRPUs certain stock price-based milestone targets, and represent a contingent right to receive a number of shares of our Class A common stock that will range from zero to 2.4 times the target number (i.e., one times).stock. Assuming satisfaction of the applicable vesting criteria, the PRPUsPIPRs or RSUs granted on March 7, 2022 to each of our NEOs who received PRPUs9, 2023, March 16, 2023 and July 15, 2023, respectively, will vest on or around March 1, 2025. The payout level at which the10, 2026, March 2, 2026 and September 3, 2025, respectively. Stock Price PRPUs will vest is determined based on the score over a performance period beginning January 1, 2022 and ending on December 31, 2024 with respect to PI-CRR and PI-OMM financial metrics andin three tranches, subject to increase or decrease basedachievement of the applicable stock-price milestone and other vesting criteria, on a TSR modifier. See “Compensation Program Design—Performance-Based Compensation” above.
August 23, 2026, August 23, 2028 and August 23, 2030, respectively (for additional information regarding these awards, see “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management” above).
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
PRUs will no longer apply, but the performance-based vesting criteria will continue to apply through the end of the applicable performance period, including following the executive’s retirement during the performance period. Following retirement, the PIPRs, RSUs, PRUs, profits interest participation rights, RSUs, restricted stock and LFIs remain subject to all restrictive covenants, including continued compliance with non-compete, non-solicit and other provisions contained in the original award agreement through the original vesting date of the relevant deferred compensation, notwithstanding any expiration date specified therein. Any dividends payable with respect to the profits interest participation rights, PRPUsPIPRs, RSUs, PRUs and restricted stock are held in escrow until the forfeiture provisions lapse. A recipient of restricted stock is required to make an election under Section 83(b) of the Internal Revenue Code, which subjects him or her to taxation on such restricted stock on the date of grant. With the consent of the compliance department of the Company, a recipient may dispose of a portion of the restricted stock granted to him or her to pay such taxes.
In anticipation of the expiration of the prior retention agreements with our NEOs who served as executive officers prior to 2022, which was scheduled to occur on
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Pursuant to the resignation letter agreements entered into with each of Messrs. Bhutani and Stern on March 31, 2022, from April 1, 2022 through the date each such individual terminated service with the Company and Lazard Group, each individual (i) continued to be entitled to receive a base salary at an annual rate of $750,000 per year, (ii) was entitled to an annual bonus to be determined under the Company’s annual bonus plan on the same basis as annual bonuses are determined for other executive officers of the Company and (iii) was entitled to participate in employee retirement and welfare benefit plans and programs of the type made available to our most senior executives. Each of Messrs. Bhutani
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
and Stern retired from the Company on December 31, 2022 and are expected to continue to provide transitional consulting service until March 31, 2023.
Payments and Benefits Upon Certain Terminations of Service. The retention agreements and resignation letter agreements entered into in 2022 with our current NEOs also provide for certain severance benefits in the event of a termination by us other than for “cause” or by the NEO for “good reason” (whichreason,” (each, as defined in such NEO’s retention agreement, and in each case, which we refer to below as a “qualifying termination”) prior to the expiration of the retention agreement. See “Potential Payments Upon Termination or Change in Control” below for further details.
Named Executive Officer(1) | Number of Profits Restricted Stock That Have Not (2)(3) | Market Value of Restricted Stock That Have Not | Number of PRPUs That Have Not Vested (4) | Market or Payout Value of PRPUs That Have Not | ||||||||||||
Kenneth M. Jacobs | 323,176 | $ | 11,204,512 | 1,055,455 | $ | 36,592,278 | ||||||||||
Peter R. Orszag | 201,219 | $ | 6,976,263 | 348,857 | $ | 12,094,872 | ||||||||||
Evan L. Russo | 134,696 | $ | 4,669,910 | 551,306 | $ | 19,113,779 | ||||||||||
Ashish Bhutani | 197,368 | $ | 6,842,749 | 600,900 | $ | 20,833,203 | ||||||||||
Alexander F. Stern | 210,064 | $ | 7,282,919 | 633,177 | $ | 21,952,247 | ||||||||||
Named Executive Officer(1) | | | Number of PIPRs and RSUs That Have Not Vested (2)(3) | | | Market Value of PIPRs and RSUs That Have Not Vested | | | Number of PRPUs, PRSUs and Stock Price PRPUs That Have Not Vested (4) | | | Market or Payout Value of PRPUs. PRSUs and Stock Price PRPUs That Have Not Vested (4) |
Peter R. Orszag | | | 358,092 | | | $ 12,461,602 | | | 598,857 | | | $ 20,840,224 |
Kenneth M. Jacobs | | | 541,051 | | | $18,828,575 | | | 660,338 | | | $22,979,762 |
Mary Ann Betsch | | | 30,303 | | | $1,054,544 | | | — | | | $— |
Evan L. Russo | | | 367,485 | | | $12,788,478 | | | 543,874 | | | $18,926,816 |
Alexandra Soto | | | 134,755 | | | $4,689,474 | | | 149,510 | | | $5,202,948 |
Scott D. Hoffman | | | 201,598 | | | $7,015,610 | | | 206,822 | | | $7,197,406 |
| (1) |
|
| (2) | With respect to |
| (3) | This column includes PIPRs granted to each of our NEOs, other than Ms. Soto, in March 2023 in respect of 2022 as follows: |
column is 58,917. This column also reflects (i) |
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
| (4) | The PRPU and PRSU awards granted to our NEOs in 2022 |
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Named Executive Officer | Number of Shares That Vested or Were Acquired on Vesting | Value Realized on Vesting | ||||||
Kenneth M. Jacobs | 341,168 | $ | 11,627,005 | |||||
Peter R. Orszag | 65,687 | $ | 2,240,447 | |||||
Evan L. Russo | 108,969 | $ | 3,713,664 | |||||
Ashish Bhutani | 217,937 | $ | 7,427,293 | |||||
Alexander F. Stern | 220,788 | $ | 7,524,455 | |||||
Named Executive Officer | | | Number of Shares That Vested or Were Acquired on Vesting | | | Value Realized on Vesting |
Peter R. Orszag | | | 46,497 | | | $1,749,626 |
Kenneth M. Jacobs | | | 323,176 | | | $12,038,306 |
Mary Ann Betsch | | | — | | | — |
Evan L. Russo | | | 134,696 | | | $5,017,426 |
Alexandra Soto | | | 28,215 | | | $1,054,112 |
Scott D. Hoffman | | | 107,918 | | | $4,019,946 |
Named Executive Officer | Plan Name | Number of of Credited Service (1) | Present Value of Accumulated Benefit ($) (2) | Payments During Last Fiscal Year ($) | ||||||||||
Kenneth M. Jacobs | Lazard Freres & Co. LLC Employees’ Pension Plan | 3 | $ | 75,774 | — | |||||||||
Alexander F. Stern | Lazard Freres & Co. LLC Employees’ Pension Plan | 6 | $ | 91,823 | — | |||||||||
Supplemental Defined- Benefit Pension Plan | 6 | $ | 4,535 | — | ||||||||||
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
Named Executive Officer | | | Plan Name | | | Number of Years of Credited Service (1) | | | Present Value of Accumulated Benefit ($) (2) | | | Payments During Last Fiscal Year ($) |
Kenneth M. Jacobs | | | Lazard Frères & Co. LLC Employees’ Pension Plan | | | 3 | | | $0 | | | $78,088 |
Scott D. Hoffman | | | Lazard Frères & Co. LLC Employees’ Pension Plan | | | 5 | | | $0 | | | $103,781 |
| | | Supplemental Defined— Benefit Pension Plan | | | 5 | | | $74,932 | | | $0 |
| (1) | Mr. Jacobs has been employed by the Company for over 35 years and Mr. |
| (2) |
|
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Analysis
| Prior to a Change in Control | On or After a Change in Control | |||||||||||||||||||||||||||||||||||
Named | Death or Disability | Involuntary Termination Without “Cause” | Resignation for “Good Reason” | Retirement | No Termination of Employment | Death or Disability | Involuntary Termination Without “Cause” | Resignation for “Good Reason” | Retirement | |||||||||||||||||||||||||||
Kenneth M. Jacobs |
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Severance Payment (1) | — | $ | 23,250,000 | $ | 23,250,000 | — | — | — | $ | 23,250,000 | $ | 23,250,000 | — | |||||||||||||||||||||||
PRPU Vesting (2) (3) | $ | 39,066,546 | $ | 39,066,546 | $ | 39,066,546 | $ | 26,972,431 | — | $ | 51,330,150 | $ | 51,330,150 | $ | 51,330,150 | $ | 51,330,150 | |||||||||||||||||||
Pro-rata Annual Incentive Payment (4) | $ | 10,725,000 | $ | 10,725,000 | $ | 10,725,000 | — | — | $ | 10,725,000 | $ | 10,725,000 | $ | 10,725,000 | — | |||||||||||||||||||||
Salary in Lieu of Notice (5) | — | $ | 225,000 | — | — | — | — | $ | 225,000 | $ | 225,000 | — | ||||||||||||||||||||||||
Peter R. Orszag |
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Severance Payment (1) | — | $ | 14,750,000 | $ | 14,750,000 | — | — | — | $ | 14,750,000 | $ | 14,750,000 | — | |||||||||||||||||||||||
Restricted Stock, Profits Interest Participation Right, RSUs and LFI Vesting (2) (3) | $ | 15,636,160 | $ | 15,636,160 | $ | 15,636,160 | — | — | $ | 20,543,492 | $ | 20,543,492 | $ | 20,543,492 | — | |||||||||||||||||||||
Pro-rata Annual Incentive Payment (4) | $ | 6,625,000 | $ | 6,625,000 | $ | 6,625,000 | — | — | $ | 6,625,000 | $ | 6,625,000 | $ | 6,625,000 | — | |||||||||||||||||||||
Salary in Lieu of Notice (5) | — | $ | 187,500 | — | — | — | — | $ | 187,500 | $ | 187,500 | — | ||||||||||||||||||||||||
Evan L. Russo |
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Severance Payment (1) | — | $ | 12,150,000 | $ | 12,150,000 | — | — | — | $ | 12,150,000 | $ | 12,150,000 | — | |||||||||||||||||||||||
PRPU Vesting (2) (3) | $ | 19,074,099 | $ | 19,074,099 | $ | 19,074,099 | — | — | $ | 25,473,060 | $ | 25,473,060 | $ | 25,473,060 | — | |||||||||||||||||||||
Pro-rata Annual Incentive Payment (4) | $ | 5,325,000 | $ | 5,325,000 | $ | 5,325,000 | — | — | $ | 5,325,000 | $ | 5,325,000 | $ | 5,325,000 | — | |||||||||||||||||||||
Salary in Lieu of Notice (5) | — | $ | 187,500 | — | — | — | — | $ | 187,500 | $ | 187,500 | — | ||||||||||||||||||||||||
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| | | Prior to a Change in Control | | | On or After a Change in Control | ||||||||||||||||||||||
Named Executive Officer | | | Death or Disability | | | Involuntary Termination Without “Cause” | | | Resignation for “Good Reason” | | | Retirement | | | No Termination of Employment | | | Death or Disability | | | Involuntary Termination Without “Cause” | | | Resignation for “Good Reason” | | | Retirement |
Peter R. Orszag | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $ 20,050,000 | | | $ 20,050,000 | | | — | | | — | | | — | | | $ 20,050,000 | | | $ 20,050,000 | | | — |
PIPR, RSU, PRPU and Stock Price PRPU Vesting (2) (3) | | | $ 32,069,576 | | | $32,069,576 | | | $32,069,576 | | | — | | | — | | | $ 34,678,023 | | | $34,678,023 | | | $34,678,023 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $9,125,000 | | | $9,125,000 | | | $9,125,000 | | | — | | | — | | | $9,125,000 | | | $9,125,000 | | | $9,125,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $225,000 | | | — | | | — | | | — | | | — | | | $225,000 | | | $225,000 | | | — |
Kenneth M. Jacobs | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $22,200,000 | | | $22,200,000 | | | — | | | — | | | — | | | $22,200,000 | | | $22,200,000 | | | — |
PIPR and PRPU Vesting (2) (3) | | | $40,491,346 | | | $40,491,346 | | | $40,491,346 | | | $30,616,507 | | | — | | | $45,428,752 | | | $45,428,752 | | | $45,428,752 | | | $45,428,752 |
Pro-rata Annual Incentive Payment (4) | | | $10,350,000 | | | $10,350,000 | | | $10,350,000 | | | — | | | — | | | $10,350,000 | | | $10,350,000 | | | $10,350,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Mary Ann Betsch | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $6,000,000 | | | 6,000,000 | | | — | | | — | | | — | | | $6,000,000 | | | $6,000,000 | | | — |
PIPR Vesting (2) (3) | | | $1,079,398 | | | $1,079,398 | | | $1,079,398 | | | — | | | — | | | $1,079,398 | | | $1,079,398 | | | $1,079,398 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $2,250,000 | | | $2,250,000 | | | $2,250,000 | | | — | | | — | | | $2,250,000 | | | $2,250,000 | | | $2,250,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Evan L. Russo | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $15,200,000 | | | $15,200,000 | | | — | | | — | | | — | | | $15,200,000 | | | $15,200,000 | | | — |
PIPR, PRPU and Stock Price PRPU Vesting (2) (3) | | | $31,349,415 | | | $31,349,415 | | | $31,349,415 | | | — | | | — | | | $33,676,285 | | | $33,676,285 | | | $33,676,285 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $6,850,000 | | | $6,850,000 | | | $6,850,000 | | | — | | | — | | | $6,850,000 | | | $6,850,000 | | | $6,850,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
Alexandra Soto | | | | | | | | | | | | | | | | | | | |||||||||
Severance Payment (1) | | | — | | | $11,000,000 | | | $11,000,000 | | | — | | | — | | | — | | | $11,000,000 | | | $11,000,000 | | | — |
RSU, PRSU and LFI Vesting (2) (3) | | | $14,093,561 | | | $14,093,561 | | | $14,093,561 | | | — | | | — | | | $15,349,535 | | | $15,349,535 | | | $15,349,535 | | | — |
Pro-rata Annual Incentive Payment (4) | | | $4,750,000 | | | $4,750,000 | | | $4,750,000 | | | — | | | — | | | $4,750,000 | | | $4,750,000 | | | $4,750,000 | | | — |
Salary in Lieu of Notice (5) | | | — | | | $187,500 | | | — | | | — | | | — | | | — | | | $187,500 | | | $187,500 | | | — |
| (1) | In addition to the severance payments listed (each of which is described below under “Individual Agreements”), each of our U.S.-based NEOs |
| (2) | Valuation of all PIPR, RSU, PRPU |
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| (3) | Upon death, (i) all |
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| (4) | Pursuant to their retention agreements, in the event of an involuntary termination without “cause” or resignation for “good |
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| (5) | Each of the NEOs |
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Each of Messrs. BhutaniTABLE OF CONTENTS
Analysis
Retention Agreements
In anticipation
applicable individual agreement.
With respect to a termination for “cause” of an NEO, the term “cause” generally means: (i) conviction of, or a guilty plea or plea of nolo contendere (or non-U.S. equivalent) to, a felony, or of any other crime that legally prohibits the NEO from working for the Company; (ii) a breach of a regulatory rule that materially adversely affects the NEO’s ability to perform his duties for the Company; (iii) willful and deliberate failure on the part of the NEO (A) to perform his employment duties in any material respect, (B) to follow specific reasonable directions received from the CEO (or, for Mr. Jacobs, from the Board of Directors or, for Mr. Russo solely while serving as the Chief Financial Officer of the Company, from the Audit Committee of the Board of Directors) or (C) to comply with the policies of the Company and its affiliates in any material respect, which failure is demonstrably and materially injurious to the Company or any of its affiliates; (iv) a breach of the covenants contained in the retention agreements that is (individually or combined with other such breaches) demonstrably and materially injurious to the Company or any of its affiliates. Notwithstanding the foregoing, (1) with respect to the events described in clauses (ii), (iii)(A), (iii)(C) and (iv) of the prior sentence, the NEO’s acts or failures to act generally shall not constitute cause to the extent taken (or not taken) based upon the direct instructions of the Board of Directors (or the CEO for Messrs. Orszag, Russo, Bhutani and Stern) or upon the direct advice of counsel to the Company; (2) no act or failure to act will be considered “willful” unless it is done (or omitted to be done) by the NEO in bad faith or without reasonable belief that his action or omission was in the best interests of the Company; (3) clause (iii) of the prior sentence will not apply to any failure by the NEO resulting from incapacity due to physical or mental illness or following a termination by the Company of his employment
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without cause or his resignation for good reason. In addition, any termination following a change in control for a reason other than as described in clause (i) above shall not be considered for “cause” until the NEO is delivered a copy of a valid resolution finding, by the affirmative vote of two-thirds of the entire membership of the board of directors (or similar governing body) of the entity that is the parent of the Company, that circumstances constituting “cause” exist.
With respect to a resignation by an NEO for “good reason”, the term “good reason” generally means (subject to notice and a cure period): (i) the assignment to the NEO of any duties inconsistent in any material respect with his position(s) (including status, offices, titles and reporting requirements), authority, duties or responsibilities (including, for Mr. Jacobs, any authority, duties or responsibilities as are consistent with those exercised generally by the chief executive officer of a public company) as in effect as of the effective date of the retention agreement or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities from the level in effect as of such applicable date; (ii) for each NEO party to a retention agreement, any obligation that the NEO report other than directly to (A) the Board of Directors, in the case of Mr. Jacobs, (B) the Audit Committee of the Board of Directors (while serving as Chief Financial Officer of the Company, only) or the CEO, in the case of Mr. Russo, and (C) the CEO, in the case of Mr. Orszag; (iii) a material breach by the Company of the terms of the retention agreement, including the nondisparagement covenant favoring the NEO; (iv) without the NEO’s written consent, any requirement that the NEO’s principal place of employment be relocated to a location that increases the executive’s commute from his primary residence by more than 30 miles; or (v) any failure by the Company to continue, following the expiration of the retention agreement, the executive’s employment pursuant to an agreement having terms and conditions that are reasonable at the time of such expiration, except in the event that the executive rejects an offer of continued employment consistent with the foregoing. Mr. Russo’s retention agreement also defines “good reason” to include any person other than (x) Mr. Russo, (y) the Company’s Chief Executive Officer as of March 31, 2022 or, (z) through no later than December 31, 2022, Mr. Bhutani, receiving the title of Chairman of the Firm’s Asset Management business, including LAM.
In the event of a qualifying termination of an NEO on December 31, 2022,2023, the executive generally would have been entitled to receive in a lump sum: (1) any unpaid base salary accrued through the date of termination; (2) any earned but unpaid bonuses for years completed prior to the date of termination; (3) a pro-rated portion of the average annual bonus (or, to the extent applicable, cash distributions, and including any bonuses paid in the form of equity awards (including LFI awards), or special retention awards, in the case of Mr. Orszag, based on the grant date value of such equity or cash awards in accordance with our normal valuation methodology) paid or payable to the executive for the Company’s two completed fiscal years immediately preceding the fiscal year in which the termination occurs; and (4) a severance payment in an amount equal to two times the sum of such NEO’s base salary and average annual bonus (not pro-rated) described in clause (3), except that (x) Mr. Jacobs’ average annual bonus for purposes of calculating his severance will be based on the average annual bonus for the two completed fiscal years of the Company ending on each of December 31, 2021 and 2022, (y) Ms. Soto would receive the sum of twenty two and one half months of base salary and two times her average annual bonus (not pro-rated) described in clause (3) in lieu of the amounts under clause (4) and (z) if Mr.Messrs. Orszag or Mr. Russo or Ms. Betsch terminates his or her employment for “good reason” because his or her agreement is not renewed, the amount described in clause (4) will be reduced to one times.times or, in the case of Ms. Soto, reduced to the sum of ten and one half months of base salary and one times her average annual bonus. The pro-rated portion of the average annual bonus described in clause (3) of the immediately preceding payment is also payable in the event of a termination due to death or disability. Additionally, due to requirements under local law, Ms. Soto is eligible to receive, in consideration of, and subject to her compliance with her restrictive covenants, an additional amount in cash equal to 50% of the (i) the greater of (A) her monthly base salary and (B) the average gross monthly base salary she received during the three-month period immediately preceding her termination, multiplied by (ii) six months for any termination other than by the Company without “cause” or by her for “good reason” (each as defined in her retention agreement) or three months for a termination by the Company without cause or by her for good reason. Upon a qualifying termination, each NEO (other than Ms. Soto, who is eligible for benefit programs of the type made available to the Firm’s managing directors in London) and his or her eligible dependents would generally continue to be eligible to participate in the Company’s medical and dental benefit plans, on the same basis as in effect immediately prior to the date of termination (which currently requires the NEO to pay a portion of the premiums) for a number of years equal to the severance multiple in clause (4) of this paragraph. The period of such medical and dental benefits continuation would generally be credited towards the NEO’s credited age and service for the purpose of our retiree medical program.
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A resignation by an NEO for “good reason” will be treated as a termination by the Company without “cause” for purposes of all of his or her equity and LFI awards outstanding at the time of such resignation. In addition, executives (other than Ms. Betsch) who are not retirement eligible but whose retention agreements as in effect at the end of 20222023 are not renewed and who do not resign at such time, but do retire prior to December 31, 2025 (or December 31, 2028, in the case of Messrs. Orszag and Russo), will be deemed retired under the Deferred Compensation Retirement Policy. Furthermore, solely in the case of Mr. Jacobs, in the event of a qualifying termination of Mr. Jacobs’ employment prior to March 31, 2025, he will be permitted to sell his shares of restricted stock, if any, that are subject to ongoing vesting requirements, provided that the proceeds of the sale must be deposited in escrow and will remain subject to forfeiture until the restricted stock otherwise would have vested.
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Resignation Letter Agreements
Pursuantspecial cash retention award paid in 2023 and the special cash retention award paid in 2022, respectively.
In addition, each of Messrs. Bhutani and Stern remained entitled to any outstanding equity compensation or deferred awards (including in respect of calendar year 2022) in accordanceconnection with the Deferred Compensation Retirement Policy and under the same terms regarding termination as their prior retention agreement; provided that any requirement that the individual remain affiliatedhis separation from service with the Company, which occurred in connection with the 2023 transition of Mr. Jacobs to the position of Executive Chairman and its affiliates after a payment, grant or allocation date will not apply.
EachMr. Orszag becoming our new Chief Executive Officer. His separation from service qualified him to receive certain separation payments and benefits pursuant to the terms of Messrs. Bhutanihis retention agreement and Stern also remain subject to continued compliance with any restrictive covenants containedaward agreements as detailed in the award agreement governing his outstanding equity compensation or deferred awards in accordance with their respective terms, as described below.
Effective January 1, 2023, each of Messrs. Bhutani and Stern entered into a consulting agreement with the Company to provide transitional advisory services through March 31, 2023, in exchange for a fee of $10,000 per month.
Summary Compensation Table.
provide services or perform activities in a line of business that is similar to any line of business in which the NEO provided services to us in a capacity that is similar to the capacity in which the NEO acted for us while providing services to us (“competing activity”) for any business or business unit that engages in any activity, or owns or controls a significant interest in any entity that engages in any activity, that
competes with any activity in which we are engaged up to and including the date of termination of employment (a “competitive enterprise”);Page 69
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acquire an ownership or voting interest of more than 5% in any competitive enterprise; or
solicit any of our clients on behalf of a competitive enterprise or reduce or refrain from doing business with us in connection with the performance of services that would be competing activities, or otherwise interfere with or damage (or attempt such acts in respect of) any client’s relationship with us.
Nonsolicitation of Employees. While providing services to us (including during any period of notice of termination) and during the nine-month period following termination of the NEO’s services, the NEO may not, directly or indirectly, in any manner, solicit or hire any of our officers, agents or employees at the associate level or above to apply for, or accept employment with, any competitive enterprise, or otherwise interfere with any such officer’s, agent’s or employee’s relationship with us.Transfer of Client Relationships, Nondisparagement and Notice Period Restrictions. The NEO is required, upon termination of his or her services to us and during the 90-day period following termination, to take all actions and do all things reasonably requested by us to maintain for us the business, goodwill and business relationships with our clients with which he
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an individual, entity or a group (excluding the Company or an employee benefit plan of the Company or a corporation controlled by the Company’s shareholders) of 30% or more of either (A) the then-outstanding shares of our Class A common stock (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); (ii) a change in a majority of the current Board of Directors of the Company (the “Incumbent Board”) (excluding any persons approved by a vote of at least a majority of the Incumbent Board other than in connection with an actual or a threatened proxy contest); (iii) consummation of a merger, consolidation or sale of all or substantially all of the Company’s assets (collectively, a “Business Combination”) other than a Business Combination in which all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination, at least a majority of the board of directors of the resulting corporation were members of the Incumbent Board, and after which no person owns 30% or more of the stock of the resulting corporation, who did not own such stock immediately before the Business Combination; or (iv) shareholder approval of a complete liquidation or dissolution of the Company.
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The 2022
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| | | Summary Compensation Table Total for PEO | | | Compensation “Actually Paid” to PEO | | | Average Summary Compensation Table Total for Non- PEO NEOs (4) | | | Average Compensation “Actually Paid” to Non- PEO NEOs (3)(5) | | | Value of Initial fixed $100 Investment Based On: | | | | | ||||||||||||
Year | | | Peter R. Orszag (1) | | | Kenneth M. Jacobs (2) | | | Peter R. Orszag (3) | | | Kenneth M. Jacobs (3) | | | Total Shareholder Return (6) | | | Peer Group Total Shareholder Return (7) | | | Net Income US GAAP (millions) (8) | | | Share Price (9) | ||||||
2023 | | | $ 30,834,841 | | | $ 10,883,187 | | | $ 34,445,932 | | | $ 11,846,936 | | | $ 12,107,938 | | | $ 13,125,354 | | | $ 106.83 | | | $ 112.10 | | | $ (75) | | | $34.80 |
2022 | | | — | | | $ 10,888,560 | | | — | | | $16,756,607 | | | $6,345,221 | | | $8,782,919 | | | $83.86 | | | $89.43 | | | $358 | | | $34.67 |
2021 | | | — | | | $11,777,331 | | | — | | | $26,276,748 | | | $7,916,113 | | | $14,177,208 | | | $107.44 | | | $134.87 | | | $528 | | | $43.63 |
2020 | | | — | | | $10,038,325 | | | — | | | $14,278,964 | | | $6,907,889 | | | $8,532,708 | | | $112.02 | | | $98.24 | | | $402 | | | $42.30 |
| (1) | Reflects amounts of total compensation reported for Mr. Orszag in the Summary Compensation Table for 2023. |
| (2) | Reflects amounts of total compensation reported for Mr. Jacobs in the Summary Compensation Table for each applicable year. |
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| (3) | Represents the amount of compensation “actually paid” to our NEOs, as computed in accordance with Item 402(v) of Regulation S-K and shown in the table below. The dollar amounts do not in all cases reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year, and are not indicative of future amounts that may be paid or become payable to our NEOs pursuant to certain awards. In particular, grants of performance-based awards to our NEOs are based on three-year forward-looking performance metrics and could result in zero payment. The table below sets forth the adjustments made during each year in the table to calculate the compensation “actually paid” to our NEOs during each year in the table, even though many of these amounts were not actually paid: |
Adjustments to Determine Compensation “Actually Paid” | | | PEOs | | | Non-PEO NEOs (Average) | |||||||||||||||||||||
Year | | | 2023 (Orszag) | | | 2023 (Jacobs) | | | 2022 (Jacobs) | | | 2021 (Jacobs) | | | 2020 (Jacobs) | | | 2023 | | | 2022 | | | 2021 | | | 2020 |
Changes in performance award estimates during year at end of covered year fair value | | | $0 | | | $1,145,825 | | | $9,885,195 | | | $11,937,874 | | | $2,746,751 | | | $309,050 | | | $3,896,661 | | | $4,991,563 | | | $1,061,318 |
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | | | (25,799,438) | | | (7,907,734) | | | (9,750,997) | | | (7,676,604) | | | (6,930,509) | | | (7,605,559) | | | (4,769,405) | | | (4,185,435) | | | (3,750,584) |
Fair value of awards granted during year that remain outstanding as of covered year end | | | 28,980,885 | | | 7,656,905 | | | 10,923,318 | | | 7,961,443 | | | 6,835,172 | | | 8,219,409 | | | 5,313,810 | | | 4,317,322 | | | 3,723,016 |
Change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year | | | 128,020 | | | 833,794 | | | (3,258,154) | | | (563,308) | | | (288,670) | | | 174,035 | | | (1,204,694) | | | (265,914) | | | (318,139) |
Change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested at the end of the covered year | | | (729,998) | | | (2,807,722) | | | (4,379,578) | | | 536,540 | | | 923,167 | | | (703,195) | | | (1,768,681) | | | 357,053 | | | 446,507 |
Value of dividends or other earnings paid or earned during covered year based on actual performance or performance estimates at the end of the covered year | | | 1,031,622 | | | 2,042,682 | | | 2,448,263 | | | 2,303,472 | | | 965,483 | | | 623,677 | | | 970,007 | | | 1,046,505 | | | 468,808 |
Total Equity Award Adjustments | | | $3,611,090 | | | $963,750 | | | $5,868,047 | | | $14,499,417 | | | $4,251,394 | | | $1,017,416 | | | $2,437,698 | | | $6,261,094 | | | $1,630,926 |
Changes in Pension Value Reflected in Summary Compensation Table | | | - | | | - | | | - | | | - | | | (10,755) | | | - | | | - | | | - | | | (6,107) |
Total Adjustments | | | $3,611,090 | | | $963,750 | | | $5,868,047 | | | $14,499,417 | | | $4,240,639 | | | $1,017,416 | | | $2,437,698 | | | $6,261,094 | | | $1,624,819 |
| (4) | Reflects the average of the amounts reported for our NEOs as a group (excluding Mr. Orszag in 2023 and Mr. Jacobs in each year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Mses. Betsch and Soto and Messrs. Russo and Hoffman, (ii) for 2022, Ms. Betsch and Messrs. Orszag, Russo, Bhutani and Stern; and (iii) for each of 2021 and 2020, Messrs. Orszag, Russo, Bhutani and Stern. |
| (5) | Represents the average amount of compensation “actually paid” to the NEOs as a group (excluding Mr. Orszag in 2023 and Mr. Jacobs in each year), as computed in accordance with Item 402(v) of Regulation S-K, in accordance with the methodology reflected in footnote (2) to this Pay Versus Performance table. |
| (6) | Cumulative TSR is calculated by dividing the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period, plus the amount of dividends paid on our common stock during the measurement period (assuming the reinvestment of such dividends when they are paid). |
| (7) | Represents the weighted peer group TSR (including dividends), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P Financial Index. |
| (8) | The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |
| (9) | To comply with the SEC’s requirements, we have chosen our closing share price at the last trading day of each calendar year as our Company Selected Measure, as described further below. |
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
defined below) in the transaction. In addition, theour Board of Directors has delegated to the Chair of the Nominating &and Governance Committee the authority to pre-approve or ratify (as applicable) any Interested Transaction with a Related Party in which the aggregate amount involved is expected to be less than $1 million. A
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Item 2: An Advisory Vote Regarding Executive Compensation | Other Compensation Matters
will continue until approximately 2033 or, if earlier, until all relevant tax benefits have been utilized or expired.
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2024.
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ADVISORY VOTE REGARDING THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION
As discussed above, we have provided our shareholders annually with an opportunity to cast an advisory vote regarding the compensation of our NEOs.
In addition to the advisory vote regarding executive compensation described above (Item 2), in accordance with SEC rules, our shareholders have an opportunity to vote on the frequency of the advisory vote on executive compensation going forward. Our shareholders may vote that we conduct this advisory vote every year, every two years or every three years, or they may abstain from voting on this matter.
The Board has decided to recommend that an advisory vote regarding executive compensation should occur annually. There are legitimate arguments for a biennial or triennial vote, but the Board believes that an annual vote reflects our commitment to compensation governance and the significant interest of our shareholders in executive compensation matters.
As this is an advisory vote, the result will not be binding on the Board, although the Board and our Compensation Committee, which is comprised solely of independent directors, will carefully consider the outcome of the vote when evaluating our compensation policies and practices
BOARD OF DIRECTORS’ RECOMMENDATION
|
Unless otherwise directed in the proxy, the persons named in the proxy will vote for an advisory vote regarding executive compensation ON AN ANNUAL BASIS.
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ITEM 4
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
2024
|
Fees | 2022 | 2021 | ||||||
Audit Fees for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting and reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, including services in connection with statutory and regulatory filings or engagements | $ | 8,870 | $ | 8,882 | ||||
Audit-Related Fees, including fees for audits of employee benefit plans, computer and control-related attest services, agreed-upon procedures, regulatory and compliance reviews, fund audits and other accounting research services | $ | 1,473 | $ | 1,559 | ||||
Tax Fees for tax advisory and compliance services not related to the audit | $ | 429 | $ | 492 | ||||
All Other Fees (1) | $ | 265 | $ | 13 | ||||
Fees | | | 2023 | | | 2022 |
Audit Fees for the audit of the Company’s annual financial statements, the audit of the effectiveness of the Company’s internal control over financial reporting and reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q, including services in connection with statutory and regulatory filings or engagements | | | $9,908 | | | $8,870 |
Audit-Related Fees, including fees for audits of employee benefit plans, computer and control-related attest services, agreed-upon procedures, regulatory and compliance reviews, fund audits and other accounting research services | | | $1,688 | | | $1,473 |
Tax Fees for tax advisory and compliance services not related to the audit | | | $343 | | | $429 |
All Other Fees(1) | | | $153 | | | $265 |
| (1) | Represents fees for subscriptions, training and data classification services that were provided to the Company by affiliates of Deloitte & Touche LLP that were unrelated to the audit, audit-related and tax services described above. |
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Item 4 Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2023 | Fees of Independent Registered Public Accounting Firm
relevant laws, regulations and guidelines relating to auditor independence. The policy sets forth four categories of permitted services (Audit, Audit-Related, Tax and Other), listing the types of permitted services in each category. All of the permitted services require pre-approval by the Audit Committee. In lieu of Audit Committee pre-approval on an engagement-by-engagement basis, each category of permitted services, with reasonable detail as to the types of services contemplated, is pre-approved as part of the annual budget approval by the Audit Committee. Permitted services not contemplated during the budget process must be presented to the Audit Committee for approval prior to the commencement of the relevant engagement. The Audit Committee Chair, or, if he is not available, any
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2024
Philip A. Laskawy
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The Board recommends that you vote FOR the 2018 Incentive Compensation Plan Amendment. |
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X | | | No “evergreen” funding feature (a feature which automatically authorizes new shares each year) | | | ✔ | | | Fixed maximum share limit |
X | | | No “liberal share recycling” (e.g., recycling shares withheld to satisfy taxes payable upon award settlement) | | | ✔ | | | “Double-trigger” vesting of awards upon a change in control |
X | | | No liberal “change in control” definition | | | ✔ | | | Equity ownership guidelines for NEOs |
X | | | No repricing of stock options or stock appreciation rights without shareholder approval | | | ✔ | | | Separate annual limits of 25,000 shares on stock-based awards (which may be settled in cash or shares) and $1,000,000 on other awards or cash retainer fees that may be granted or paid to our non-executive directors |
X | | | No discount stock options or stock appreciation rights | | | ✔ | | | Almost all of our employees with aggregate annual compensation in excess of $200,000 receive a portion of their total compensation in the form of long-term incentive awards (which may include equity awards), allowing us to attract, retain and motivate valuable professionals |
X | | | No “reload” equity awards | | | ✔ | | | Executive officer awards subject to clawback policy |
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(Shares in millions) | | | 2023 | | | 2022 | | | 2021 |
Equity awards (before forfeitures, withholding reductions and DSUs) | | | 10.658 | | | 8.464 | | | 5.380 |
Adjustment for actual / estimated forfeitures | | | (0.693) | | | (0.550) | | | (0.350) |
Adjustment for actual / estimated withholding taxes | | | (2.700) | | | (2.145) | | | (1.363) |
Deferred stock units | | | 0.063 | | | 0.062 | | | 0.045 |
Total equity awards (after forfeitures, withholding reductions and DSUs) | | | 7.327 | | | 5.831 | | | 3.712 |
Shares repurchased | | | 2.783 | | | 19.667 | | | 9.124 |
Net equity award issuance (after share repurchases) | | | 4.544 | | | (13.835) | | | (5.412) |
Percentage of net equity award issuance repurchased | | | 38% | | | 337% | | | 246% |
Common Stock outstanding | | | 112.766 | | | 112.766 | | | 112.766 |
Burn rate (taking into account forfeitures) | | | 8.9% | | | 7.1% | | | 4.5% |
Net burn rate (also taking into account share repurchases) | | | 4.0% | | | (12.3%) | | | (4.8%) |
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| | | Share Allocation & Potential Dilution | |
Maximum requested shares under the 2018 Incentive Compensation Plan Amendment | | | 20,000,000 |
Shares remaining available for future awards under the 2018 Plan as of March 11, 2024 | | | 5,100,000 |
Issued but unvested awards outstanding under the 2008 Plan and 2018 Plan as of March 11, 2024 | | | 23,700,000 |
Total Potential Unvested, Full Value Equity Awards | | | 48,800,000 |
Common stock outstanding | | | 112,766,091 |
| | | ||
Maximum requested shares under the 2018 Incentive Compensation Plan Amendment | | | 20,000,000 |
Shares remaining available for future awards under the 2018 Plan as of March 11, 2024 | | | 5,100,000 |
Issued but unvested awards outstanding under the 2008 Plan and 2018 Plan as of March 11, 2024 | | | 23,700,000 |
Total Shares and Share Equivalents | | | 161,566,091 |
Potential Dilution from 2018 Plan, As Amended | | | 30.2% |
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| | | Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the Second Column) | |
Equity compensation plans approved by security holders | | | 2018 Incentive Compensation Plan(1) | | | 19,519,298 | | | —(4) | | | 16,125,103 |
Equity compensation plans approved by security holders | | | 2008 Incentive Compensation Plan(2) | | | 88,792(3) | | | —(4) | | | — |
Total | | | | | 19,608,090(3) | | | | | 16,125,103 |
| (1) | Our 2018 Plan was approved by the stockholders of Lazard on April 24, 2018 and was amended on April 29, 2021 to increase the aggregate number of shares authorized for issuance under the 2018 Plan. The aggregate number of shares authorized for issuance under the 2018 Plan is 50 million. The 2018 Plan replaced the 2008 Incentive Compensation Plan, which was terminated on April 24, 2018. |
| (2) | Our 2008 Incentive Compensation Plan was approved by the stockholders of Lazard on May 6, 2008. The 2008 Incentive Compensation Plan was terminated on April 24, 2018, although awards granted under the 2008 Incentive Compensation Plan remain outstanding and continue to be subject to its terms. |
| (3) | Represents outstanding stock unit awards and PIPRs, after giving effect to forfeitures, as of December 31, 2023. As of that date, the only grants made under the 2018 Plan have been in the form of stock unit awards, restricted stock awards and profits interest participation rights. See Note 16 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for a description of the plans. |
| (4) | Each restricted stock unit awarded under our 2018 Plan and 2008 Incentive Compensation Plan was granted at no cost to the persons receiving them and represents the contingent right to receive the equivalent number of shares of common stock. Performance-based units awarded represent the contingent right to receive common stock based on the achievement of both performance-based and market-based criteria, the number of shares of common stock that ultimately may be received generally will range from zero to 2.4 times the target number. Profits interest participation rights, including PRSUs and excluding Stock Price PRSUs, represent the contingent right to receive the equivalent number of shares of common stock in exchange for such rights, subject to the satisfaction of certain vesting criteria and the Minimum Value Condition, and, in the case of PRPUs, certain performance-based criteria and beginning with PRPUs granted in 2021, incremental market-based conditions. For PRPUs granted prior to February 2021, the number of shares of common stock that ultimately may be received generally will range from zero to two times the target number. For PRPUs awards granted beginning in February 2021, subject to both performance-based and incremental market-based criteria, the number of shares that may be received will range from zero to 2.4 times the target number. Stock Price PRSUs are eligible to vest in three tranches based on the achievement of service conditions and Tranche-specific common stock milestones. See Note 16 of Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
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21, 2024.
Inc.
Shari L. Soloway, Corporate Secretary
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Inc.
Page 78
General Information
to conduct the meeting so that the business of the meeting is carried out in an orderly and timely manner. In doing so, the chairman will have broad discretion to establish reasonable rules for discussion, comments and questions during the meeting. The chairman also is entitled to rely upon applicable law regarding disruptions or disorderly conduct to ensure that the meeting is conducted in a manner that is fair to all participants.
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Votes Needed
Weand entitled to vote on the election of directors, we have adopted a majority vote policy described in additional detail under “Election of Directors—Majority Vote Policy,” which generally requires that a director receive a majority of the votes cast in order to be elected in an “uncontested election of directors” (as defined below), though our Bye-laws state that directors are elected by a plurality of the votes cast.. See “Election of Directors—Majority Vote Policy” for additional information regarding our majority vote policy. Votes withheld from any director nominee will not be counted in such nominee’s favor. With respect to all other matters to be acted on at the meeting, the affirmative vote of a majority of the combined voting power of all of the shares of our Class A common stock present or represented and entitled to vote at the meeting is required.
May 9, 2024
Page 79
General Information
Cost of This Proxy Solicitation
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Inc.
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STANDARDS OF DIRECTOR INDEPENDENCE
INC.
A-1
B. Director Status. A relationship arising solely from a director’s position as (i) director or advisory director (or similar position) of another company or for-profit corporation or organization that engages in a transaction with Lazard or (ii) director or trustee (or similar position) of a tax exempt organization that engages in a transaction with Lazard (other than a charitable contribution to that organization by Lazard).
A-1 |
Annex AC. Ordinary Course. A relationship arising solely from financial services transactions between Lazard and a company of which a director is an executive officer, employee or owner of 5% or more of the equity of that company, if such transactions are made in the ordinary course of business and on terms and conditions and under circumstances that are substantially similar to those prevailing at the time for companies with which Lazard has a comparable relationship and that do not have a director of Lazard serving as an executive officer.D. Indebtedness. A relationship arising solely from a director’s status as an executive officer, employee or owner of 5% or more of the equity of a company to which Lazard is indebted at the end of Lazard’s preceding fiscal year, so long as the aggregate amount of the indebtedness of Lazard to such company is not in excess of 5% of Lazard’s total consolidated assets at the end of Lazard’s preceding fiscal year.E. Charitable Contributions. The director serves as an officer, employee, director or trustee of a tax-exempt organization, and the discretionary charitable contributions by Lazard to the organization are less than the greater of $1 million or 2% of the organization’s aggregate annual charitable receipts during the organization’s preceding fiscal year.F. Personal Relationships. The director receives products or services (e.g., investment products or investment management services) from Lazard in the ordinary course of business and on substantially the same terms as those prevailing at the time for comparable products or services provided to unaffiliated third parties.G. Other. Any other relationship or transaction that is not covered by any of the standards listed above and in which the amount involved does not exceed $10,000 in any fiscal year shall not be deemed a material relationship or transaction that would cause a director not to be independent.A-2A-2
| 1. | Effective upon approval by the shareholders of the Company at the Company’s Annual Meeting of Shareholders on May 9, 2024, Section 3(a) of the Plan shall be, and hereby is, amended to increase the aggregate number of Shares for which awards may be granted under the Plan by 20,000,000. Therefore, a new sentence is hereby added to Section 3(a) immediately following the second sentence to read as follows: |
| 2. | Effective immediately, Section 15(e) of the Plan shall be, and hereby is, deleted in its entirety and replaced with the following: |
The 2023 Annual General Meeting of Shareholders of Lazard Ltd will be held on April 27, 2023 at 9:00 a.m. Bermuda Time (8:00 a.m. Eastern Daylight Time), at Rosewood Tucker’s Point Hotel, 60 Tucker’s Point Drive, Hamilton Parish, HS 02, Bermuda Small steps make an impact Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/LAZq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Q Pro LAZARD LTD + THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS The undersigned hereby appoints Kenneth M. Jacobs, Scott D. Hoffman and Mary Ann Betch as proxies (each with power to act alone and with the power of substitution) of the undersigned to vote all shares which the undersigned would be entitled to vote at the Annual General Meeting of Shareholders of Lazard Ltd to be held on April 27, 2023 at 9:00 a.m. Bermuda Time (8:00 a.m. Eastern Daylight Time), and at any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO DIRECTIONS ARE MADE, IT WILL BE VOTED “FOR ALL” WITH RESPECT TO ITEM 1 AND “FOR” ITEMS 2 AND 4 AND “ANNUAL” ON ITEM 3. THE PROXY HOLDERS ARE ALSO AUTHORIZED TO VOTE UPON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF, UTILIZING THEIR OWN DISCRETION AS SET FORTH INTHE NOTICE OF 2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT. Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual General Meeting of Shareholders: The Notice of Annual Meeting, Proxy Statement and 2022 Annual Report can be viewed at our website at www.lazard.com/investorrelations/ (Continued and to be marked, dated and signed, on the other side) Non-Voting Items Change of Address Please print new address below. Comments Please print your comments below. Meeting Attendance Mark boxCompany, Awards granted pursuant to the right if you planPlan shall be subject to attendsuch policies, as in effect from time to time.”
| 3. | Except as modified by this Third Amendment, all of the terms and conditions of the Plan shall remain valid and in full force and effect. |
| | | LAZARD, INC. | ||||
| | | By: | | | ||
| | | Name: | | | ||
| | | Title: | | | ||
B-1 |
