Lazard, Inc.
For the period ended Apr 7, 2026. Filed Apr 7, 2026.
View on SEC.govAbout 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
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) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | 2025 (Orszag) | 2024 (Orszag) | 2023 (Orszag) | 2023 (Jacobs) | 2022 (Jacobs) | 2021 (Jacobs) | 2025 | 2024 | 2023 | 2022 | 2021 |
| 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 end | 9,366,738 | 8,659,245 | 28,980,885 | 7,656,905 | 10,923,318 | 7,961,443 | 5,907,392 | 5,924,190 | 8,219,409 | 5,313,810 | 4,317,322 |
| 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) | 1,401,145 | 128,020 | 833,794 | (3,258,154) | (563,308) | (423,470) | 601,008 | 174,035 | (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 |
| 90 | 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 |
|---|
| Adjustments to Determine Compensation “Actually Paid” · PEOs · Non-PEO NEOs (Average) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year | 2025 (Orszag) | 2024 (Orszag) | 2023 (Orszag) | 2023 (Jacobs) | 2022 (Jacobs) | 2021 (Jacobs) | 2025 | 2024 | 2023 | 2022 | 2021 |
| 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 year | 2,583,358 | 3,378,928 | 1,031,622 | 2,042,682 | 2,448,263 | 2,303,472 | 535,045 | 1,535,180 | 623,677 | 970,007 | 1,046,505 |
| 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 Statement | 91 |
|---|
| 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 |
|---|
“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.
| 92 | 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 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.