Lazard, Inc.
For the period ended Apr 7, 2026. Filed Apr 7, 2026.
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Apr 7, 2026 · Filed Apr 7, 2026
Contents
Our Compensation Process
Overview of NEO Compensation Process
Each year, our Compensation Committee undertakes a structured approach to establish NEO compensation design, evaluate
performance, and determine compensation payouts for our NEOs. The following sets forth the timeline of key actions in the
NEO compensation cycle for 2025. It also reflects key changes in the program and cycle that we have made for 2026. These
actions are discussed in more detail in the sections that follow.
| 2025 Compensation Program | 2026 Compensation Program | |
|---|---|---|
| Beginning of 2025 | Beginning of 2026 | |
| Establish performance goals for the NEOs•Compensation Committee established both financial performance goals and qualitative objectives for each NEO. | Establish Lazard firmwide scorecard•Compensation Committee approved the Lazard firmwide scorecard for 2026, including categories, weightings, metrics, and goals. CEO’s 2026 incentive compensation will be determined entirely based on performance relative to the criteria in the firmwide scorecard. | |
| Establish individual performance goals for the other NEOs (excluding CEO)•Compensation Committee, with input from the CEO, establishes individual performance objectives for NEOs other than the CEO used to determine 50% of each non-CEO NEO’s 2026 incentive compensation. Performance relative to the firmwide scorecard will be used to determine the remaining 50% of their compensation. | ||
| Establish target and maximum compensation opportunities•Compensation Committee, with input from CAP, establishes a 2026 target total compensation opportunity for each NEO, taking into account compensation data for Lazard’s peer group and other businesses with which Lazard competes. Each NEO’s maximum opportunity will generally equal 125% of the target opportunity. | ||
| During 2025 | During 2026 | |
| Track progress against performance goals•Compensation Committee reviewed progress against performance goals in executive session at each Committee meeting. | •No change. |
| 62 | 2026 Proxy Statement |
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
|---|
| End of 2025 | End of 2026 |
|---|---|
| Establish market reference ranges•CAP developed a market reference range for each NEO, considering market compensation data for Lazard’s compensation peer group as well as other businesses with which Lazard competes for business or talent, with a particular focus on market median of the various reference points. | •Not applicable. |
| First quarter 2026 | First quarter 2027 |
| Evaluate performance relative to goals•Compensation Committee evaluated 2025 financial performance and qualitative achievements relative to each NEO’s pre-established goals. | •Compensation Committee evaluates 2026 performance relative to the criteria in the Lazard firmwide scorecard.•Compensation Committee, with input from the CEO, also evaluates individual performance for the NEOs other than the CEO relative to their 2026 performance objectives. |
| Determine awarded compensation for 2025•Compensation Committee approved actual compensation for each NEO based on evaluation of financial performance and qualitative achievements, and considering Lazard’s performance, each NEO’s individual contributions, the desired positioning within the market reference range, and the CEO’s recommendations for the NEOs other than the CEO. | •Compensation Committee determines actual 2026 compensation for the CEO based entirely on the firmwide scorecard.•Compensation Committee, based on CEO recommendation, approves actual 2026 compensation for the other NEOs based 50% on the firmwide scorecard and 50% on performance relative to their individual performance objectives. |
| Determine mix of incentive compensation•Incentive compensation allocated between annual cash bonus and long-term incentives using the deferral schedule. Cash bonus paid and long-term incentive awards delivered first quarter 2026. CEO’s long-term incentive delivered 50% in TSR-PIPRs and 50% in PIPRs. | •No change. |
| Establish vesting and performance criteria for long-term incentives•Compensation Committee approved vesting and performance criteria for equity awards: TSR-PIPRs will vest after three years based on relative TSR vs. the S&P 1500 and PIPRs will vest over three years (and subject to the achievement of the Minimum Value Condition). | •No change for 2026; TSR-PIPRs granted for 2025 performance. |
| 2026 Proxy Statement | 63 |
|---|
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
|---|
Compensation Decision-Making Roles and Responsibilities
| Compensation Committee | •Oversees Lazard’s executive compensation programs •Establishes both financial performance goals and qualitative objectives for each NEO •Evaluates results after the end of the performance year, including firmwide results and each NEO’s achievements relative to their pre-established financial and qualitative goals •Approves compensation for each NEO for the performance year, considering Company results, the achievements of each NEO, and the desired positioning within the compensation reference range •Approves MD deferral schedule used to determine compensation mix for all Lazard MDs, including NEOs, and incentive vehicles awarded to each NEO |
| Management | •CEO makes recommendations to the Committee with respect to performance objectives for each NEO •CEO provides input on each NEO’s achievements during the performance year and makes recommendations to the Committee with respect to each NEO’s compensation •Makes recommendations to the Committee with respect to the MD deferral schedule •Provides reporting to the Committee in support of its oversight responsibilities |
| Independent Compensation Consultant | •Provides independent advice on executive compensation matters •Advises on design and disclosure of compensation elements •Develops a compensation reference range for each NEO based on a review of prior year market compensation data and indicative trends for the current year for Lazard’s compensation peer group as well as other businesses with which Lazard competes for business or talent •Advises the Committee on executive compensation structure, considering Lazard’s strategic priorities, competitive market practice, and shareholder feedback |
How We Use Compensation Peer Group and Other Information
Peer Group Data. For our NEOs, the Compensation Committee reviewed an analysis prepared by Compensation Advisory
Partners (CAP), the Committee’s independent consultant, regarding compensation levels for 2024 (the most recent year for
which comprehensive data for our peers was available), and indicative trends for 2025. CAP reviewed year-end compensation
levels for comparable positions at the following financial services firms:
| •Affiliated Managers Group Inc.•AllianceBernstein Holding L.P.•Artisan Partners Asset Management, Inc.•Blackstone Group LP•Evercore Partners Inc.•Franklin Resources, Inc.•Houlihan Lokey Inc.•Invesco Ltd | •Janus Henderson Group PLC•Jefferies Financial Group Inc.•Moelis & Co.•Raymond James Financial, Inc.•Piper Sandler Companies•PJT Partners Inc.•Stifel Financial Corp.•T. Rowe Price Group Inc. |
| 64 | 2026 Proxy Statement |
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
|---|
We chose this peer group, which is unchanged from 2024, because we compete in the same marketplace with these
companies, among other, larger financial services firms and private companies, including hedge funds and alternative asset
managers, for highly qualified and talented financial service professionals. Though none of these firms serve as comparators
for both of Lazard’s businesses, CAP believes this peer group is appropriate in terms of size and represents a reasonable mix
of firms in each of Lazard’s businesses.
In 2025, due to limited standalone public company comparators, CAP continued to include compensation survey data from
subsidiary businesses of larger financial services firms and private companies that are similar to Lazard in terms of size,
business, and/or complexity to provide a more complete picture of the competitive market for our NEOs. For 2025, these
businesses included:
| Investment Banking Divisions of Bulge Bracket Banks | Asset Management Businesses |
| •Bank of America •Barclays •Citigroup •Deutsche Bank •Goldman Sachs •JPMorgan •Morgan Stanley •UBS | •GMO •Jennison Associates •Macquarie •MFS Investment Management •Neuberger Berman •Western Asset Management |
Tally Sheets. The Compensation Committee reviewed a comprehensive tally sheet of all elements of each NEO’s
compensation, including cash and non-cash compensation for the past three years, the value of benefits and other perquisites
provided to our NEOs, and potential amounts to be delivered under post-employment scenarios.
Our 2025 Compensation Program Design
Overview of 2025 Compensation Program
The key elements of our compensation program consist of base salaries and performance-based incentive compensation,
which is delivered in cash and long-term incentives based on generally the same deferral schedule we use to determine the
pay mix for all Lazard MDs. We also have retention agreements with our NEOs that include separation protections in certain
circumstances. The following is a description of our compensation elements and the purposes each is designed to support:
| 2026 Proxy Statement | 65 |
|---|
| About Lazard | Proxy Summary | Item 1 - Election of Directors | Corporate Governance | Item 2 - Executive Compensation | Item 3 - Declassification of Board | Item 4 - Incentive Compensation Plan | Item 5 - Ratification of Independent Auditors | Stock Ownership Information | General Information |
|---|
Overview of Our 2025 NEO Compensation Program Design and Changes for 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.