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
PROXY SUMMARY
This summary highlights key information contained elsewhere in this Proxy Statement and does not include all of the details
you should consider before voting. We encourage you to read the entire Proxy Statement carefully.
Definitions of key terms and acronyms used in this Proxy Statement can be found in the Glossary on page 5.
Voting Matters and Board Recommendations
The following table summarizes the matters to be voted upon at our 2026 Annual Meeting of Shareholders and the Board’s
voting recommendations with respect to each matter.
| Agenda Item | Matter | Board Recommendation | Page |
|---|---|---|---|
| Item 1 | Election of three directors to our Board for three-year terms | Vote FOR | 18 |
| Item 2 | Advisory Vote on Approval of Executive Compensation | Vote FOR | 51 |
| Item 3 | Approval of Amendment of Certificate of Incorporation to Declassify the Board of Directors | Vote FOR | 92 |
| Item 4 | Approval of Amendment of 2018 Incentive Compensation Plan | Vote FOR | 96 |
| Item 5 | Ratification of the Appointment of Independent RegisteredPublic Accounting Firm | Vote FOR | 106 |
| 10 | 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 |
|---|
| ITEM1 | Election of Directors | ||
|---|---|---|---|
| Elect three directors to our Board for three-year terms expiring at the conclusion of our annual meeting in 2029 | The Board Recommends “VOTE FOR” all Director Nominees.See page 18 |
Board of Directors Snapshot
We are committed to maintaining a well-qualified, independent Board that reflects Lazard’s global perspective and strategic
priorities. Our directors bring a wide range of experience, professional expertise, and viewpoints developed across multiple
industries and regions. The Board balances the institutional knowledge of longer-tenured directors with the fresh perspectives
of newer members, ensuring thoughtful oversight, strategic judgment, and continuity in guiding Lazard’s long-term growth and
value creation.
Michelle Jarrard, 58Former Senior Partner, McKinsey & CompanyTenure: 9 yearsCommittees: Compensation, Workplace and Culture (Chair)Nominee for Election
Andrew M. Alper, 68Chairman, Alper Investments, Inc.Tenure: 14 yearsCommittees: Audit, Compensation (Chair)
Iris Knobloch, 63Chair and President, Cannes Film FestivalTenure: 8 yearsCommittees: Compensation, Nominating and Governance (Chair)Nominee for Election
Peter R. Orszag, 57CEO and Chairman, LazardTenure: >2 yearsCommittees: NoneNominee for Election
Balanced Tenure
0-3 years
4-7 years
8-10 years
>10 years
independent
Dan Schulman, 68Chief Executive Officer, VerizonTenure: 2 yearsCommittees: Compensation, Nominating and Governance, Workplace and Culture
Stephen R. Howe Jr., 64Former U.S. Chairman, Ernst & YoungTenure: 2 yearsCommittees: Audit (Chair), Workplace and Culture
Peter Harrison, 60Former Chief Executive Officer, SchrodersTenure: 1 yearCommittees: Audit, Workplace and Culture
Ann-Kristin Achleitner, 60Professor, Technical University of MunichTenure: 5 yearsCommittees: Audit, Nominating and Governance
Dmitry Shevelenko, 40Chief Business Officer, PerplexityTenure: <1 year
| 2026 Proxy Statement | 11 |
|---|
| 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 |
|---|
Director Skills
The right skills to guide our business and constructively challenge management.
| Strategy and Financial Experience | Investment Experience | Artificial Intelligence and Technology Experience |
|---|---|---|
| 9 | 5 | 4 |
| International Exposure/Emerging Market Experience | Cybersecurity Expertise | Government or Geopolitical Expertise |
| 8 | 4 | 3 |
| Oversight/Risk Management Expertise | Human Capital Expertise | Senior Leadership Experience |
| 8 | 8 | 8 |
Director Demographics
We strive to maintain an appropriate mix of age, tenure, and other demographics for our Board.
| Age | Tenure | Demographics | |||||
|---|---|---|---|---|---|---|---|
| 1 < 50 Years | 5 0-3 Years | 8 Independent | 3 Women | 3 Non-U.S.Citizen | |||
| 4 51-60 Years | 2 4-7 Years | ||||||
| 4 61-70 Years | 1 8-10 Years | ||||||
| 1 >10 Years | |||||||
Board Refreshment
| 9 directors | 6 new directorssince 2020 | ||
|---|---|---|---|
| 2 new directors | |||
| 3 director nominees | |||
| 12 | 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 |
|---|
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.
| For more | ||
| Independent Board | •Eight of our nine current directors are independent•All Committees of our Board are comprised entirely of independent directors | Page 31 |
| Strong Lead Independent Director | •Our independent directors select a Lead Independent Director with broad responsibilities | Page 35 |
| Qualified, Experienced, and Engaged Board | •Our directors possess a wide array of qualifications, skills, and attributes, supporting our Board’s oversight role on behalf of our shareholders•Overall attendance by our directors at Board and Committee meetings averaged over 95% in 2025•Our Board and Committees conduct annual evaluations and self-assessments | Page 19 |
| Executive Sessions | •Independent directors meet regularly without management present | Page 13 |
| Succession Planning | •Our Board takes an active role in succession planning•Succession and executive development are discussed with, as well as without, the Chief Executive Officer (CEO) present in executive sessions•Directors regularly meet with senior managers who are not NEOs | Page 42 |
| Term Limit Policy and Continued Board Refreshment | •Independent directors are limited to serving four complete terms plus any partial term•Four of our eight independent directors were nominated or appointed over the last two years•We appointed a new lead independent director at the end of 2024 | Page 33 |
| Disciplined Compensation Programs | •We pay for performance and we are committed to compensation discipline and governance•Our compensation programs continue to encourage investment for the future growth of our business, seeking to further align the performance of our NEOs with shareholder success | Page 54 |
| 2026 Proxy Statement | 13 |
|---|
| 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 |
|---|
| For more | ||
| Equity Ownership | •A significant portion of senior management’s compensation is paid in deferred equity to further incentivize and align interests with shareholders•A majority of director compensation is paid in deferred stock units, incentivizing directors to help create long-term value for shareholders•We grant equity compensation to employees deep into the organization, reinforcing a strong ownership mindset across Lazard | Page 96 |
| Accountability | •Our Board adopted a “Majority Vote Policy” for uncontested elections•We do not have a shareholder rights plan or poison pill•Shareholders owning 10% or more of our outstanding share capital have the right to convene a special meeting | Page 32 |
New for 2026: After incorporating feedback from our shareholders, the Board believes that it is in the best interests of the Company and its shareholders to amend the Company’s Certificate of Incorporation to declassify the Board over the next three years. See Agenda Item 3 for more information.
Board Independence
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.