Lazard, Inc.
For the period ended Apr 7, 2026. Filed Apr 7, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 7, 2026 · Filed Apr 7, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by a Party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Notice of Annual Meeting and Proxy Statement
2026 Annual Meeting of Shareholders
Our Mission
Lazard’s mission is to provide independent, differentiated advice and investment solutions grounded in contextual alpha—the broad insight needed to navigate macroeconomic, geopolitical, and other forces, helping leaders see beyond what the world sees today. This mission is realized through our ability to combine global perspectives with deeply rooted local expertise, a strength that has sustained our evolution and success for more than 175 years.
Our Firmsucceeds with the unrivaled collective intellectual capital across our two businesses, Financial Advisory and Asset Management.
Our Cultureembraces a commercial and collegial approach, with trust, judgment, and integrity at the center of everything we do.
Our Valueis in our firm’s transformation, leveraging AI to meaningfully scale our intellectual capital while reinforcing client relationships as our foundation for growth.
| 2026 Proxy Statement | 1 |
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Notice of Annual Meetingof Shareholders
| Items of Business | Recommendations | ||
| 1 | Election of Directors | Yes | |
| 2 | Advisory Vote on Approval ofExecutive Compensation | Yes | |
| 3 | Approval of Amendment of Certificate of Incorporation to Declassify the Boardof Directors | Yes | |
| 4 | Approval of Amendment of 2018 Incentive Compensation Plan | Yes | |
| 5 | Ratification of Appointment of Independent Registered Public Accounting Firm | Yes | |
Shareholders as of the close of business on April 6, 2026, the record
date, may vote at the meeting.
If you are a registered shareholder, you may vote online, by telephone or
by mailing a proxy card. If you hold your shares through a bank, broker or
other institution, you will receive a voting instruction form that explains the
various ways you can vote. We encourage you to vote your shares as
soon as possible.
April 10, 2026
By Order of the Board of Directors,
Christian A. Weideman
General Counsel
| Date and Time | |
| Thursday, May 21, 202610:00 a.m., Eastern Daylight Time | |
| Online Virtual Meeting Site | |
| www.virtualshareholdermeeting.com/LAZ2026 | |
| Information on how to access the meeting, vote and ask questions at the meeting can be found beginning on page 111 of the Proxy Statement. | |
| How to Vote | |
| Online | |
| Phone | |
| At the Virtual Meeting | |
| Important Notice Regarding Availability of Proxy Materials for Lazard’s Shareholder Meeting to Be Held on May 21, 2026The Proxy Statement and 2025 Annual Report, which includes financial statements for the period ended December 31, 2025 and the related independent auditor’s reports, are available at www.lazard.com.We are making the proxy materials first available on April 7, 2026. |
| 2 | 2026 Proxy Statement |
A Note from Our CEO and Chairman
| Peter OrszagCEO and Chairman | 2025 marked the second full year executing our Lazard 2030 long‑term growth strategy, with results that reflect the ongoing transformation of our businesses—advancing our commercial and collegial culture, investing in exceptional talent, and building an AI-enabled workforce in service of our commitment to being the world’s leading independent financial firm. |
| Business PerformanceFinancial Advisory delivered record revenue of $1.8 billion in 2025, supported by strong contributions across M&A, restructuring and liability management, and private capital advisory. Revenue associated with private capital continued to expand and now represents approximately 40 percent of advisory revenue. Our focus on productivity is already delivering results, with average revenue per Managing Director of $8.9 million, up $2.5 million since 2023 and exceeding our 2025 goal. Asset Management achieved a clear inflection point in 2025, with $1.2 billion in revenue, AUM growth of 12 percent, and record gross inflows driven by investment performance and focused product prioritization. Strong demand, as evidenced by $13 billion in won but not yet funded mandates at year-end—higher than the prior year—and by early success in our ETF platform, with seven active ETFs launched and over $1 billion in AUM, underscore growing client engagement.Profitable GrowthIn 2026, our focus remains on delivering profitable growth while investing to support our long-term strategy. Investments in Financial Advisory talent have already contributed to higher productivity, with further gains expected as newer Managing Directors become more tenured on our platform, mandate selection becomes increasingly disciplined, and AI enhances analytical capabilities and execution. In Asset Management, we anticipate margin expansion over time supported by improved performance and strengthened distribution alongside a more focused product offering. We will continue to manage expenses carefully while investing in talent, technology, and growth initiatives that create sustainable value.Our results over the past two years validate our strategy and reinforce our conviction in opportunities ahead. We remain committed to disciplined capital allocation, prudent investment in growth, and a culture that empowers our teams to deliver excellence for our clients.We also remain committed to ongoing, proactive engagement with our shareholders, whose perspectives help shape our decisions and strengthen our company. Thank you for your support and continued partnership. | |
| Peter R. OrszagChief Executive Officer and Chairman |
| 2026 Proxy Statement | 3 |
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A Note from Our Lead Independent Director
| As Lead Independent Director, on behalf of Lazard’s Board of Directors I want to reaffirm our commitment to strong governance and oversight informed by your feedback. | |
| Dan SchulmanLead Independent Director | |
| Shareholder EngagementWe enhanced overall shareholder engagement in 2025, conducting both our customary spring proxy-related outreach and an additional fall off-cycle program. We also expanded board involvement, with several members of our Compensation Committee including myself participating directly in these conversations. This enabled the Board to hear firsthand from a broad cross‑section of shareholders on strategy, performance, governance, and compensation.Compensation ProgramIn response to shareholder input, the Compensation Committee approved several enhancements that further strengthen the rigor and transparency of our executive compensation program. Enhancements include a greater emphasis on performance‑based metrics, the introduction of target and maximum compensation opportunities, and the adoption of a firm-wide scorecard that aligns incentive outcomes with long‑term strategic goals. Risk and Technology OversightThrough our committees, the Board provides comprehensive oversight of cybersecurity and the responsible use of AI. This year, we implemented a global AI governance framework designed to support effective and secure adoption of AI while managing associated risks.Board DeclassificationShareholders have consistently expressed support for annual director elections. Reflecting this feedback, the Board is recommending a proposal to declassify over the next three years, resulting in annual elections for all directors beginning in 2029. Board Composition and RefreshmentWe continue to maintain a highly qualified, independent Board aligned with Lazard’s global footprint and strategic priorities. The additions of Stephen R. Howe Jr., Peter Harrison, and Dmitry Shevelenko over the past two years have strengthened our collective expertise across risk management, public company leadership, investment experience, technology and AI.We are deeply engaged in Lazard’s transformation and long-term strategy, as stewards of your investment and of an extraordinary legacy in financial services. We appreciate your participation in the 2026 Annual Meeting of Shareholders. | |
| Dan SchulmanLead Independent Director |
| 4 | 2026 Proxy Statement |
Table of Contents
| NOTICE OF ANNUAL MEETINGOF SHAREHOLDERS | 1 |
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| A NOTE FROM OUR CEO AND CHAIRMAN | 2 |
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| GLOSSARY OF FREQUENTLY USED TERMS | 5 |
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| ABOUT LAZARD | 6 |
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| Our Business | 6 |
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| Lazard 2030 Long-Term Growth Strategy | 7 |
| 2025 Performance Highlights | 8 |
| PROXY SUMMARY | 9 |
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| GOVERNANCE | 18 |
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| ITEM 1Election of Directors | 18 |
| Director Skills, Qualifications and Experience | 19 |
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| Director Biographies | 22 |
| Director Independence | 31 |
| Director Nomination Process | 31 |
| Director Succession Planning and Refreshment | 33 |
| CORPORATE GOVERNANCE | 34 |
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| Board Structure | 34 |
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| The Board’s Oversight Role | 39 |
| Board Engagement | 43 |
| Board Evaluation Process | 46 |
| Governance Policies and Practices | 47 |
| Director Compensation | 50 |
| EXECUTIVE COMPENSATION | 51 |
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| ITEM 2Advisory Vote on Approval of Executive Compensation | 51 |
| LETTER FROM THE COMPENSATION COMMITTEE | 52 |
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| COMPENSATION DISCUSSION & ANALYSIS | 54 |
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| Executive Compensation Tables | 79 |
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| CEO Pay Ratio | 88 |
| Pay Versus Performance | 89 |
| ITEM 3Approval of Amendment of Certificate of Incorporation to Declassify the Board of Directors | 92 |
| ITEM 4Approval of Amendment of 2018 Incentive Compensation Plan | 96 |
| AUDIT MATTERS | 106 |
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| ITEM 5Ratification of Appointment of Independent Registered Public Accounting Firm | 106 |
| Fees of Independent Registered Public Accounting Firm | 107 |
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| Audit Committee Report | 108 |
| STOCK OWNERSHIP INFORMATION | 109 |
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| Beneficial Owners of More Than 5% of Our Common Stock | 109 |
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| Beneficial Ownership of Directors and Executive Officers | 110 |
| GENERAL INFORMATION | 111 |
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| Annex ACalculation of Non-GAAP Measures | 115 |
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| Annex BStandards of Director Independence | 120 |
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| Annex CFourth Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan | 122 |
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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,” “pipeline,” 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 (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.
Our ability to achieve our Lazard 2030 goals is subject to numerous risks and uncertainties, including but not limited to those outlined under the section
titled “Risk Factors” in our 2025 Annual Report.
| 2026 Proxy Statement | 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.