Proxy Statement (Form DEF 14A)

SECURITIES AND EXCHANGE COMMISSION

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Notice of Annual Meeting of Shareholders

TABLE OF CONTENTS

Forward-Looking Statements

This Proxy Statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "target," "goal," or "continue," and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements.

Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of us and our business, operations, financial condition and the industries in which we operate and the factors described in our filings with the United States Securities and Exchange Commission (the "SEC"), including the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. We disclaim any obligation to update any forward-looking statements contained herein, except as may be required by law or applicable regulations.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information you should consider. For information regarding the 2024 performance of Lazard, Inc. ("Lazard" or the "Company"), please read Lazard's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 24, 2025 (our "2024 Annual Report").

Voting Matters and Board Recommendations

The following table summarizes the matters to be voted upon at our 2025 Annual Meeting of Shareholders and the Board's voting recommendations with respect to each matter.

2024 Financial Highlights

Lazard reported strong 2024 results as a result of close teamwork across the firm and dedication to our clients, as well as improving business conditions throughout the year. In 2024, firm-wide net revenue increased 21% (18% on an Adjusted basis), Financial Advisory net revenue increased 27% (28% on an Adjusted basis), and Asset Management net revenue increased 3% (3% on an Adjusted basis). We believe these results represent significant progress towards the achievement of our long-term growth objectives and initiatives, which are referred to herein as the "Lazard 2030 Strategic Plan" and discussed further below.

Lazard 2030 Strategic Plan

The Lazard 2030 Strategic Plan includes a series of ambitious long-term growth objectives and initiatives.

 

To achieve these goals, we plan to:

2024 Achievements

 

In 2024, we made significant progress towards these goals. We remain on track to achieve our MD growth target by the end of the first quarter of 2025, and we are in active discussions with numerous additional potential hires. We plan to continue our investment in MD growth with 10 to 15 net additions annually. We are ahead of schedule in our efforts to increase MD productivity, another goal as part of the Lazard 2030 Strategic Plan. Average revenue per MD totaled $8.6 million for the full-year 2024, one year ahead of our goal to achieve $8.5 million for 2025. During 2024, we also established Lazard Elaia Capital, a strategic partnership that launched a growth capital fund to provide clients with the opportunity to invest in private technology companies. In addition, efforts to expand our delivery through wealth management and active ETFs present new vectors for growth.

Our ability to achieve these goals is subject to numerous risks and uncertainties, including but not limited to those outlined under the section titled "Risk Factors" in our 2024 Annual Report.

Corporate Governance Highlights

We are committed to maintaining the highest standards of corporate governance, which serve the best interests of the Company and our shareholders. We also believe our ongoing engagement with shareholders helps us achieve balanced and appropriate solutions for the oversight and management of our business. The following table summarizes certain highlights of our corporate governance practices and policies.

Our Board of Directors and Its Committees

Our Leadership Structure

Board Independence

Workplace and Culture

Shareholder Engagement

GOVERNANCE

ITEM 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Members of each class serve for a three-year term. Vacancies on our Board may be filled only by persons elected by a majority of the remaining directors. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified. Shareholders elect one class of directors at each annual meeting of shareholders. At this annual meeting, shareholders will vote on the election of the two nominees described below for terms ending at the 2028 annual meeting.

To be elected as a director pursuant to our By-laws, a nominee must receive a plurality of all the votes cast at a meeting of stockholders at which a quorum is present by holders of the shares present at the virtual meeting or represented by proxy at the meeting and entitled to vote on the election of such director. There is no cumulative voting in the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Votes "withheld" will have no effect; however, the Board has adopted a policy for uncontested director elections whereby if a director receives a greater number of votes "withheld" than votes "for," the director must promptly tender his or her resignation to the Board and the Nomination and Governance Committee will review the outcome and make a determination as to the acceptance or rejection of such resignation. See "Majority Vote Policy" below.

The following section contains information provided by the nominees and continuing directors about their principal occupation, business experience and other matters. Mr. Harrison and Mr. Schulman, each of whom are nominated for election to our Board, are current directors of the Company. Each nominee has informed us that he will serve if elected. We do not anticipate that either nominee will be unable or unwilling to stand for election; but if that happens, your proxy may be voted for another person nominated by the Board. Ms. Mendillo has decided not to stand for reelection. Accordingly, her term on the Board will expire at the conclusion of the 2025 Annual Meeting of Shareholders.

Director Attributes Anticipated Following Our 2025 Annual Meeting of Shareholders

 

BOARD OF DIRECTORS' RECOMMENDATION

Unless otherwise directed in the proxy, the persons named in the proxy will vote FOR each nominee listed below.

Information About the Director Nominees and Continuing Directors

Nominees for Election as Directors for Three-Year Terms Expiring in 2028

Directors Continuing in Office

(Terms Expiring in 2026)

Directors Continuing in Office

(Terms Expiring in 2027)

Majority Vote Policy

Though our By-laws only provide that a nominee must receive a plurality of all the votes cast at a meeting of shareholders, our Board has adopted a "majority vote" policy for uncontested elections of directors.

In an uncontested election of directors, any nominee who receives a greater number of votes "withheld" from his or her election than votes "for" his or her election will, within five days following the certification of the shareholder vote, tender his or her written resignation to the CEO and Chairman for consideration by the Nominating and Governance Committee. As used herein, an "uncontested election of directors" is an election in which the number of nominees is not greater than the number of Board seats open for election.

The Nominating and Governance Committee will consider any such tendered resignation and, promptly following receipt thereof, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the Nominating and Governance Committee will consider all factors deemed relevant by the members of the Nominating and Governance Committee including, without limitation, the stated reason or reasons why shareholders who cast "withheld" votes for the director did so, the qualifications of the director (including, for example, the impact the director's resignation would have on the Company's compliance with the requirements of the SEC, the NYSE and Delaware law), and whether the director's resignation from the Board would be in the best interests of the Company and its shareholders.

The Nominating and Governance Committee also will consider a range of possible alternatives concerning the director's tendered resignation as members of the Nominating and Governance Committee deem appropriate including, without limitation, acceptance of the resignation, rejection of the resignation or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Nominating and Governance Committee to have motivated the "withheld" votes.

The Board will take formal action on the Nominating and Governance Committee's recommendation no later than 90 days following the date of the shareholders' meeting at which the election occurred. In considering the Nominating and Governance Committee's recommendation, the Board will consider the information, factors and alternatives considered by the Nominating and Governance Committee and such additional information, factors and alternatives as the Board deems relevant.

Following the Board's decision on the Nominating and Governance Committee's recommendation, the Company will promptly disclose, in a Form 8-K filed with the Securities and Exchange Commission, the Board's decision, together with an explanation of the process by which the decision was made. If the Board has not accepted the tendered resignation, it will also disclose the reason or reasons for doing so.

No director who, in accordance with this policy, is required to tender his or her resignation shall participate in the Nominating and Governance Committee's deliberations or recommendation, or in the Board's deliberations or determination, with respect to accepting or rejecting his or her resignation as a director.

Board Leadership and Corporate Governance

Lazard is governed by a Board of Directors and various committees of the Board that meet throughout the year. Our Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the Workplace and Culture Committee. Each of the standing committees has adopted and operates under a written charter, all of which are available on our website at www.lazard.com. Other corporate governance documents also are available on our website, including our Corporate Governance Guidelines and our Code of Business Conduct and Ethics. A copy of each of these documents is available to any shareholder upon request. Information contained on, or that can be accessed through, our website is not a part of, or incorporated by reference into, this proxy statement.

Leadership Structure

In late 2024, Lazard announced changes to its Board of Directors as part of a successful, multi-year succession planning process. Dan Schulman was appointed Lead Independent Director to succeed Richard D. Parsons, and Peter R. Orszag, Lazard CEO and a member of our Board, was appointed Chairman of the Board. Kenneth M. Jacobs, Executive Chairman and a member of our Board, became Senior Chairman of the Company and Senior Advisor to the Board, and relinquished his board seat.

The Board recognizes 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.

Chief Executive Officer and Chairman

Peter R. Orszag is CEO and Chairman of the Board. Prior to becoming CEO of Lazard, Mr. Orszag led Lazard's Financial Advisory business, serving companies and governments across the globe, as CEO of Financial Advisory from April 2019 through September 2023. Our Board chose Mr. Orszag to succeed Mr. Jacobs as CEO after a rigorous, multi-year succession planning process across the Board and senior leadership at the Company. As CEO, Mr. Orszag oversees the strategy, operations, and senior management of Lazard.

Lead Independent Director

Dan Schulman is Lead Independent Director of the Board. Mr. Schulman is a strong, independent and active director with clearly defined leadership authority and responsibilities. In addition to his role as Lead Independent Director, Mr. Schulman serves as a member of the Compensation, Nominating and Governance, and Workplace and Culture Committees of our Board.

The responsibilities and duties of the Lead Independent Director include the following:

Our Lead Independent Director also presides at meetings of the Board, or the relevant portions of such meetings, when it would not be appropriate for our CEO and Chairman to preside.

Shareholder Engagement 

We highly value engagement with our shareholders and maintain an active dialogue through individual and group meetings as well as participation in investment conferences that are webcast and posted to our website. 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, geopolitical insights, and environmental and social responsibility.

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 proactive changes over the years to our governance policies and compensation program based on shareholder feedback, such as implementing a tenure policy for independent directors to enhance Board refreshment by limiting independent directors to serving four complete terms (plus any partial term), and making significant enhancements to the performance metrics applicable to our NEOs' outstanding performance-based long-term incentive awards to better align their compensation with the interests of our shareholders.

 

Shareholder Feedback on Executive Compensation

Our Compensation Committee focused on the feedback received from shareholders regarding executive compensation-related matters during our outreach in 2024. We have a long history of shareholder support and positive outcomes on say-on-pay votes, but we were disappointed in our say-on-pay outcome in 2024. The Company and the Compensation Committee undertook additional steps beyond our typical extensive outreach efforts to understand our shareholders' concerns.

We extended meeting invitations to approximately 75% of our institutional shareholders and met with 100% of those who requested to meet with us, including shareholders representing approximately 60% of our institutional shares. In 2024, the Chair of the Compensation Committee participated in 90% of the proxy engagements with our top 25 institutional shareholders. The feedback we received was shared with our Board.

A summary of the key areas of the feedback we received in recent years and our response is summarized below.

Over 2025, we plan to continue to meet with shareholders to help us further improve our program.

Corporate Sustainability

We are committed to serving our clients, developing our people and supporting our communities. Our Board and management are focused on cultivating a workplace environment that attracts and retains exceptional talent and a diversity of perspectives. Encouraging an engaged workplace where employees feel connected is instrumental to our ability to achieve sustainable growth and create lasting shareholder value.

As a global investor, we see the integration of sustainability considerations as an essential part of any long-term investment process focused on value creation. Companies and sovereign issuers that operate in a sustainable way, with a recognition of how their activities intersect with the environment and society, are likely to represent more attractive long-term investment opportunities. Those that do not are at risk of structural decline as they become subject to regulatory, commercial, or financial pressure to change.

Board Committees

Attendance

The Board held 10 meetings in 2024. In 2024, overall attendance by our directors at meetings of the Board and its Committees averaged over 95%. Each director who currently serves on our Board attended at least 86% of the meetings of the Board and Committees on which he or she served that were held during the period for which he or she had been a director or Committee member. The majority of our directors attended the 2024 Annual Meeting of Shareholders.

Risk Oversight

Management is principally responsible for managing the Company's risks on a day-to-day basis. The Board, working together with the Audit Committee, reviews the Company's risk profile and risk management strategies at regular intervals. Members of the Company's finance team, led by the Chief Financial Officer and the Global Risk Committee, also review with the Audit Committee categories of risk the Company faces, including any risk concentrations, risk interrelationships, and financial and cybersecurity risk exposures, as well as the likelihood of occurrence, the potential impact of those risks and the steps management has taken to monitor, mitigate, and control such exposures. The Company's Chief Information Security Officer also frequently participates in these reviews. The Company's Chief Information Security Officer reports at least quarterly to the Audit Committee and at least annually to the full Board regarding cybersecurity incidents, threats, risks, and the plans and policies to address them. Updates on risks deemed material to the Company are reviewed at regular meetings of the Audit Committee and reported to the full Board. In addition, the Compensation Committee reviews compensation programs for consistency and alignment with Lazard's strategic goals, and in connection therewith reviews Lazard's compensation practices to assess the risk that they will have a material adverse effect on the Company.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers, and employees of Lazard and its subsidiaries and affiliates. We have also adopted a Supplement to the Code of Business Conduct and Ethics for certain senior officers, including our CEO, Chief Financial Officer and principal accounting officer. Each of these codes is available on our website at www.lazard.com. A print copy of each of these documents is available to any shareholder upon request. We will disclose amendments to, or waivers from, the Code of Business Conduct and Ethics, if any, on our website.

Communications with the Board

Anyone who wishes to send a communication to our non-executive directors as a group may do so by mail at the address listed below, and by marking the envelope, Attn: Non-Executive Directors of the Lazard, Inc. Board of Directors.

New York, NY 10112

The Lazard, Inc. Board of Directors

c/o the Corporate Secretary

These procedures are also posted on our website at www.lazard.com.

Annual Self-Evaluations

Our Board is committed to continually strengthening all aspects of corporate governance and our Board and the individual directors regularly evaluate their own effectiveness and the effectiveness of the Board process. As part of that review, the Nominating and Governance Committee conducts an annual review in which each director completes a self-evaluation questionnaire to assess overall effectiveness, including with respect to strategic oversight, interactions with, and evaluations of, management, board culture, board structure and operation, governance policies and committee structure, functioning, and composition. The results of these evaluations are aggregated and shared on an anonymous basis with the Nominating and Governance Committee, which then reviews and presents its findings to the full Board for discussion and feedback. Through this regular self-assessment, the Board identifies areas for further reflection and improvement and, as appropriate, updates or changes our existing practices. The Nominating and Governance Committee annually reviews, updates and approves the evaluation framework, including the director evaluation questionnaires, in light of changing conditions and shareholder interests.

Policy on Director Qualifications and Nomination Process

The Board's Nominating and Governance Committee is responsible for evaluating and recommending to the Board proposed nominees for election to the Board of Directors. As part of its process, the Nominating and Governance Committee will consider director candidates recommended for consideration by members of the Board, by management and by shareholders. It is the policy of the Nominating and Governance Committee to consider candidates recommended by shareholders in the same manner as other candidates. Candidates for the Board of Directors must be experienced, dedicated, and meet the highest standards of ethics and integrity. All directors represent the interests of all shareholders, not just the interests of any particular shareholder, shareholder group, or other constituency. The Nominating and Governance Committee periodically reviews with the Board the requisite skills and characteristics for new directors, taking into account the needs of Lazard and the composition of the Board as a whole. A majority of our directors must satisfy the independence requirements of both Lazard and the NYSE. Likewise, each member of the Audit Committee must be financially literate and at least one member must possess the requisite qualifications to satisfy the SEC's definition of "audit committee financial expert." Once a candidate is identified, the Nominating and Governance Committee will consider the candidate's mix of skills and experience with businesses and other organizations of comparable size, as well as his or her reputation, background and time availability (in light of anticipated needs). The Nominating and Governance Committee also will consider the interplay of the candidate's experience with the experience of other Board members, the extent to which the candidate would be a desirable addition to the Board and any committees of the Board and any other factors it deems appropriate.

 

Shareholders wishing to recommend to the Nominating and Governance Committee a candidate for director at our 2026 Annual Meeting of Shareholders may do so by delivering in writing such candidate's name, along with the other information required by our By-laws, to our Corporate Secretary at: Lazard, Inc., Office of the Corporate Secretary, 30 Rockefeller Plaza, New York, New York 10112 between January 8, 2026 and February 7, 2026.

Director Independence

Pursuant to the corporate governance listing standards of the NYSE, our Board has adopted standards for determining whether directors have material relationships with Lazard. The standards are set forth on Annex B to this Proxy Statement. Under these standards, a director employed by Lazard cannot be deemed to be an "independent director" and, consequently, Mr. Orszag is not an independent director of Lazard.

Our Board has determined that none of our other directors or director nominees has a material relationship with Lazard under the NYSE corporate governance listing standards and our Board's standards for director independence and, accordingly, that each of our directors and director nominees (other than Mr. Orszag) is independent under the NYSE corporate governance listing standards and our Board's standards.

Director Compensation for 2024

Non-Employee Director Compensation. Directors who are officers of the Company do not receive any fees for their services as directors. In 2024, our directors' compensation program provided that each of our non-employee directors would receive:

Cash compensation is paid out on a quarterly basis (on or about the 15th of February, May, August, and November), and the DSUs described above, the number of which is determined based on the NYSE closing price of our common stock on the trading day immediately preceding the date of grant, are granted on an annual basis on or about June 1st of each year, except for initial prorated grants made to new directors upon their election or appointment to the Board, and to continuing directors upon their appointment to new Board Committees or positions.

Non-employee directors may elect to receive additional DSUs in lieu of some or all of their cash compensation pursuant to the Directors Fee Deferral Unit Plan. Such DSUs are granted on the same quarterly cash payment dates noted above, with the number of DSUs determined based on the NYSE closing price of our common stock on the trading day immediately preceding the date of grant.

All DSUs awarded under these arrangements are converted to shares of our common stock on a one-for-one basis and distributed to a director only after he or she ceases to be a member of the Board. Dividend equivalent payments are made in respect of DSUs, which are paid in cash at the same rate and time that dividends are paid on shares of our common stock.

The Nominating and Governance Committee regularly reviews our director compensation program.

The table below sets forth the compensation paid to our non-employee directors during 2024.

Beneficial Owners of More Than 5% of Our Common Stock

As of March 10, 2025, the persons known by us, based on information reported in filings with the SEC, to be beneficial owners of more than 5% of our common stock were as follows:

Beneficial Ownership of Directors and Executive Officers

The following table shows the number of shares of our common stock that each director, each NEO, and all directors and executive officers as a group have reported as owning beneficially as of March 10, 2025 (including any equity awards which are scheduled to vest within 60 days of that date). To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The address for each listed person is c/o Lazard, Inc., 30 Rockefeller Plaza, New York, New York 10112.