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Lazard, Inc.

For the period ended Apr 7, 2026. Filed Apr 7, 2026.

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About this filing

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

LAZ$38.31-0.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of

Regulation S-K, we are providing the following information about the relationship between executive compensation disclosed

in the Summary Compensation Table and executive compensation “actually paid” (as defined in Item 402(v) of Regulation S-K)

and certain measures of our financial performance with respect to the individuals serving as our CEO (our “PEO”) and,

on average, our other NEOs during 2025, 2024, 2023, 2022, and 2021. The values shown below are disclosed in the manner

required by SEC rules, but in certain cases, particularly with respect to the valuation of equity awards, the values shown

may not correspond to the actual economic benefit that will be received by the applicable executive upon receipt of the

applicable compensation. In addition, our performance-based long-term incentive awards granted in 2023, 2022, and 2021

in respect of 2022, 2021, and 2020 performance, respectively, which are included in this disclosure, are based on three-year

forward-looking performance metrics, or the achievement of the Minimum Value Condition. For further information concerning

our executive compensation, see Compensation Discussion and Analysis above.

Year · Summary Compensation Table Total for PEO · Compensation “Actually Paid” to PEO · AverageSummaryCompensationTable Total forNon-PEO NEOs (4) · Average Compensation “Actually Paid”to Non-PEONEOs (3)(5) · Value of Initial Fixed $100 Investment Based On:
Peter R. Orszag (1) · Kenneth M. Jacobs (2) · Peter R. Orszag (3) · Kenneth M. Jacobs (3) · Total Shareholder Return (6) · Peer GroupTotalShareholderReturn (7) · Net Income US GAAP (millions) (8) · Share Price (9)
2025$13,723,452—$10,068,024—$8,831,511$6,303,201$146.59$202.86$237$48.56
2024$11,395,756—$62,218,118—$6,999,823$24,158,637$149.04$176.45$280$51.48
2023$30,834,841$10,883,187$34,445,932$11,846,936$12,107,938$13,125,354$96.25$135.21$(75)$34.80
2022—$10,888,560—$16,756,607$6,345,221$8,782,919$90.10$120.61$358$34.67
2021—$11,777,331—$26,276,748$7,916,113$14,177,208$107.44$134.87$528$43.63

(1)Reflects amounts of total compensation reported for Mr. Orszag in the Summary Compensation Table for 2025, 2024 and 2023.

(2)Reflects amounts of total compensation reported for Mr. Jacobs as CEO in the Summary Compensation Table for each applicable year.

(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, or

the achievement of the Minimum Value Condition. 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)
Year2025 (Orszag)2024 (Orszag)2023 (Orszag)2023 (Jacobs)2022 (Jacobs)2021 (Jacobs)20252024202320222021
Changes in performance award estimates during year at end of covered year fair value$—$(179,583)$—$1,145,825$9,885,195$11,937,874$—$(148,479)$309,050$3,896,661$4,991,563
Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table(8,666,548)(6,435,562)(25,799,438)(7,907,734)(9,750,997)(7,676,604)(6,144,317)(4,420,128)(7,605,559)(4,769,405)(4,185,435)
Fair value of awards granted during year that remain outstanding as of covered year end9,366,7388,659,24528,980,8857,656,90510,923,3187,961,4435,907,3925,924,1908,219,4095,313,8104,317,322
Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to covered year that vested during covered year(1,283,863)1,401,145128,020833,794(3,258,154)(563,308)(423,470)601,008174,035(1,204,694)(265,914)
Increase/deduction for change in fair value from prior year-end to covered year-end of awards granted prior to covered year that were outstanding and unvested at the end of the covered year(5,655,114)43,998,188(729,998)(2,807,722)(4,379,578)536,540(2,402,962)13,667,043(703,195)(1,768,681)357,053
902026 Proxy Statement
About LazardProxy SummaryItem 1 - Election of DirectorsCorporate GovernanceItem 2 - Executive CompensationItem 3 - Declassification of BoardItem 4 - Incentive Compensation PlanItem 5 - Ratification of Independent AuditorsStock Ownership InformationGeneral Information
Adjustments to Determine Compensation “Actually Paid” · PEOs · Non-PEO NEOs (Average)
Year2025 (Orszag)2024 (Orszag)2023 (Orszag)2023 (Jacobs)2022 (Jacobs)2021 (Jacobs)20252024202320222021
Increase based on dividends or other earnings paid or earned during covered year based on actual performance or performance estimates at the end of the covered year2,583,3583,378,9281,031,6222,042,6822,448,2632,303,472535,0451,535,180623,677970,0071,046,505
Total Equity Award Adjustments$(3,655,429)$50,822,362$3,611,090$963,750$5,868,047$14,499,417$(2,528,312)$17,158,814$1,017,416$2,437,698$6,261,094
Changes in Pension Value Reflected in Summary Compensation Table———————————
Total Adjustments$3,655,429$50,822,362$3,611,090$963,750$5,868,047$14,499,417$2,528,312$17,158,814$1,017,416$2,437,698$6,261,094

(4)Reflects the average of the amounts reported for our non-PEO NEOs as a group 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 2025, Mses. Betsch and Soto and Messrs. Hogbin, Russo, and Weideman; (ii) for 2024,

Mses. Betsch and Soto and Messrs. Jacob and Russo; (ii) for 2023, Mses. Betsch and Soto and Mr. Russo; (iii) for 2022, Ms. Betsch and

Messrs. Orszag, Russo, Bhutani, and Stern; and (iv) for 2021, Messrs. Orszag, Russo, Bhutani, and Stern.

(5)Represents the average amount of compensation “actually paid” to the non-PEO NEOs as a group, 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 ourshare 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)Reflects the value of a fixed $100 investment made on December 31, 2020. With respect to each of 2025, 2024, 2023, 2022, and 2021,

Peer Group Total Shareholder Return reflects the total shareholder return of the S&P 500 Financials 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.

Required Tabular Disclosure of Financial Performance Measures

As described in the section titled Compensation Discussion and Analysis, the Company’s executive compensation program

reflects a pay-for-performance philosophy. In setting our NEOs’ compensation, our Compensation Committee’s structured

decision-making process is based on a holistic, not formulaic, review of the Company, applicable business segment and

individual performance, and considers quantitative as well as qualitative factors that account for Company performance and

shareholder outcomes. This review does not assign any specific weight to any one metric. We believe this review, which

includes review of individual performance, allows overall compensation in any given fiscal year to be tailored to reflect the

particular circumstances, including the macro environment, while appropriately incentivizing our NEOs. However, as required

by the SEC’s rules, certain specific quantitative financial performance measures that were used by the Committee to link NEO

compensation “actually paid” in 2025 to performance have been included below:

Share price

Adjusted net revenue

Adjusted operating margin

Return of capital

Adjusted net revenue is the same metric as “operating revenue” reported in our annual Proxy Statement filed with the SEC on

March 25, 2025 (our “2025 Proxy Statement”). Adjusted operating margin is the same metric as “operating margin” reported in

our 2025 Proxy Statement. For more information on these metrics (other than share price, which is discussed below) and the

adjustments used in their calculation, please see Annex A of this Proxy Statement.

Pay Versus Performance Descriptive Disclosure

We chose share price as our Company Selected Measure, as required by the SEC’s rules, for evaluating Pay Versus

Performance because it is an important measure of company performance and shareholder value. It is also the key

performance metric in the SP-PIPRs as discussed above under Stock Price PIPRs—Retention through 2030 and Alignment

with Lazard 2030. While the Compensation Committee has not historically and does not currently evaluate compensation

2026 Proxy Statement91
About LazardProxy SummaryItem 1 - Election of DirectorsCorporate GovernanceItem 2 - Executive CompensationItem 3 - Declassification of BoardItem 4 - Incentive Compensation PlanItem 5 - Ratification of Independent AuditorsStock Ownership InformationGeneral Information

“actually paid” as calculated pursuant to Item 402(v)(2) of Regulation S-K as part of its executive compensation

determinations, share price is one measure, among many others, that the Committee takes into account with the intent of

linking compensation to Company performance and shareholder outcomes. As noted above, the Committee’s structured

decision-making process is holistic, not formulaic.

For 2021 to 2022, our TSR reflected modest correlation to compensation “actually paid” due to both our record performance

for 2021, which more than offset the prior inverse correlation, and the change in 2022 of the mix of cash and equity-based

compensation for certain of our NEOs as the value of the shares underlying equity-based awards decreased at a slower pace

than the S&P Financial Index. For 2022 to 2023, our TSR continued showing a direct correlation to compensation “actually

paid” as we continued our compensation practice of having equity-based compensation make up a significant proportion of our

NEOs’ total compensation mix. For 2023 to 2024, our TSR showed a more direct correlation to compensation “actually paid”

due to our strong performance for 2024. For 2024 to 2025, our TSR showed a direct correlation to compensation “actually

paid” due to our solid performance for 2025.

Net Income also reflected a modest correlation in 2021 to 2022 as we posted record results for 2021 and the change in the mix

of cash and equity-based compensation for certain of our NEOs in 2022 as the value of shares of our common stock

underlying equity-based awards decreased. In light of challenging macroeconomic conditions, Net Income showed an inverse

correlation to compensation “actually paid” in 2022 to 2023. Net Income showed a more direct correlation in 2023 to 2024 and

2024 to 2025 as we posted strong results for 2024 and 2025, respectively.

Share price was positively correlated with compensation “actually paid” for 2021 to 2022, 2023 to 2024, and 2024 to 2025. For

2022 to 2023, while share price remained relatively flat, compensation “actually paid” generally increased, reflecting the impact

of our management transition, including special grants to certain of our NEOs during 2023.

922026 Proxy Statement
About LazardProxy SummaryItem 1 - Election of DirectorsCorporate GovernanceItem 2 - Executive CompensationItem 3 - Declassification of BoardItem 4 - Incentive Compensation PlanItem 5 - Ratification of Independent AuditorsStock Ownership InformationGeneral Information
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.