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Only shareholders of record at the close of business on March 11, 2024 may vote by attending the virtual meeting or by proxy at the meeting or any adjournment or postponement thereof.

The Proxy Statement is being first sent to shareholders on or about March 21, 2024, together with a copy of our 2023 Annual Report, which includes financial statements for the period ended December 31, 2023 and the related independent auditor’s reports. Those financial statements will be presented at the meeting.

By order of the Board of Directors,

Christian A. Weideman

General Counsel

This summary highlights information contained elsewhere in this Proxy Statement, our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023, or the 2023 Annual Report. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting. Effective January 1, 2024, Lazard Ltd changed its jurisdiction of incorporation from Bermuda to the State of Delaware (the “Domestication”) and changed its legal name to Lazard, Inc. Lazard Ltd discontinued its existence as a Bermuda exempted company and continued its existence as a corporation incorporated in the State of Delaware. In this Proxy Statement, we refer to Lazard Ltd as “Lazard Bermuda,” and we refer to Lazard, Inc. as “Lazard Delaware.” The terms “we,” “our,” “us,” the “firm,” “Lazard” or the “Company” refer to, prior to the Domestication, Lazard Bermuda and, from and following the Domestication, Lazard, Inc. and, in all cases, their respective subsidiaries, including Lazard Group LLC. Upon effectiveness of the Domestication, all shares of Lazard Bermuda Class A common stock were converted to an equivalent amount of shares of Lazard Delaware common stock. All references to shares of common stock of the Company in this proxy statement that relate to a date or period prior to the Domestication should be considered to be references to Lazard Bermuda’s Class A common stock or shareholders of Lazard Bermuda, and all references to shares of common stock of the Company in this proxy statement that relate to a date or period from or following the Domestication should be considered references to Lazard Delaware common stock, par value $0.01 per share.

The following table summarizes the matters to be voted upon at our 2024 Annual Meeting of Shareholders and the Board’s voting recommendations with respect to each matter.

For definitions of the financial measures used above, see the Endnotes to the section titled “Compensation Discussion and Analysis,” which are located on page 43 of this Proxy Statement.

We are committed to maintaining the highest standards of corporate governance, serving the best interests of the Company and stakeholders and actively engaging with our shareholders throughout the year. We 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.

Our Board of Directors is divided into three classes. Members of each class serve for a three-year term. Vacancies on our Board may be filled only by persons elected by a majority of the remaining directors. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Shareholders elect one class of directors at each annual meeting of shareholders. At this annual meeting, shareholders will vote on the election of the three nominees described below for terms ending at the 2027 annual meeting.

To be elected as a director pursuant to our By-laws, a nominee must receive a plurality of all the votes cast at a meeting of stockholders at which a quorum is present by holders of the shares present at the virtual meeting or represented by proxy at the meeting and entitled to vote on the election of such director. There is no cumulative voting in the election of directors. Accordingly, the three nominees receiving the highest number of affirmative votes will be elected. “Withhold” votes will have no effect; however, the Board has adopted a policy for uncontested director elections whereby if a director receives a greater number of votes “withheld” than votes “for,” the director must promptly tender his or her resignation to the Board and the Nomination and Governance Committee will review the outcome and make a determination as to the acceptance or rejection of such resignation. See “Majority Vote Policy” below.

The following section contains information provided by the nominees and continuing directors about their principal occupation, business experience and other matters. Dr. Achleitner, Mr. Alper and Mr. Howe, each of whom are nominated for election to our Board, are current directors of the Company. Each nominee has indicated to us that he or she will serve if elected. We do not anticipate that any nominee will be unable or unwilling to stand for election; but if that happens, your proxy may be voted for another person nominated by the Board.

 

Unless otherwise directed in the proxy, the persons named in the proxy will vote FOR each nominee listed below.

Though our By-laws only provide that a nominee must receive a plurality of all the votes cast at a meeting of shareholders, our Board has adopted a “majority vote” policy for uncontested elections of directors.

In an uncontested election of directors, any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election will, within five days following the certification of the shareholder vote, tender his or her written resignation to the Executive Chairman for consideration by the Nominating and Governance Committee. As used herein, an “uncontested election of directors” is an election in which the number of nominees is not greater than the number of Board seats open for election.

The Nominating and Governance Committee will consider any such tendered resignation and, promptly following receipt thereof, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the Nominating and Governance Committee will consider all factors deemed relevant by the members of the Nominating and Governance Committee including, without limitation, the stated reason or reasons why shareholders who cast “withhold” votes for the director did so, the qualifications of the director (including, for example, the impact the director’s resignation would have on the Company’s compliance with the requirements of the SEC, the NYSE and Delaware law), and whether the director’s resignation from the Board would be in the best interests of the Company and its shareholders.

The Nominating and Governance Committee also will consider a range of possible alternatives concerning the director’s tendered resignation as members of the Nominating and Governance Committee deem appropriate including, without limitation, acceptance of the resignation, rejection of the resignation or rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Nominating and Governance Committee to have motivated the “withheld” votes.

The Board will take formal action on the Nominating and Governance Committee’s recommendation no later than 90 days following the date of the shareholders’ meeting at which the election occurred. In considering the Nominating and Governance Committee’s recommendation, the Board will consider the information, factors and alternatives considered by the Nominating and Governance Committee and such additional information, factors and alternatives as the Board deems relevant.

Following the Board’s decision on the Nominating and Governance Committee’s recommendation, the Company will promptly disclose, in a Form 8-K filed with the Securities and Exchange Commission, the Board’s decision, together with an explanation of the process by which the decision was made. If the Board has not accepted the tendered resignation, it will also disclose the reason or reasons for doing so.

No director who, in accordance with this policy, is required to tender his or her resignation shall participate in the Nominating and Governance Committee’s deliberations or recommendation, or in the Board’s deliberations or determination, with respect to accepting or rejecting his or her resignation as a director.

Lazard is governed by a Board of Directors and various committees of the Board that meet throughout the year. Our Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Workplace and Culture Committee. Each of the standing committees has adopted and operates under a written charter, which are available on our website at www.lazard.com. Other corporate governance documents also are available on our website, including our Corporate Governance Guidelines and our Code of Business Conduct and Ethics. A copy of each of these documents is available to any shareholder upon request.

In May 2023, the Board determined that separating the role of Chairman and CEO and naming a new Executive Chairman role would best serve the interests of the Company and its shareholders by facilitating the Company’s leadership succession plan while retaining past governance experience. This transition took effect on October 1, 2023, when Mr. Orszag’s appointment as CEO took effect along with the appointment of Kenneth M. Jacobs as Executive Chairman. The Board continues to recognize the value in, and need for, strong independent perspectives especially to avoid any potential conflicts, and so continues to maintain the Lead Independent Director position to provide this balance.

Our Board appointed Peter R. Orszag as Chief Executive Officer and a member of the Board effective October 2023. Prior to becoming CEO of Lazard, Mr. Orszag led Lazard’s advisory businesses, serving companies and governments across the globe, as CEO of Financial Advisory from April 2019 through September 2023. Our Board chose Mr. Orszag to succeed Mr. Jacobs as CEO after a rigorous process. As CEO, Mr. Orszag will oversee the growth, management and operations of Lazard.

Prior to becoming the Company’s Executive Chairman in October 2023, Mr. Jacobs served as Chairman of the Board and CEO of the Company from November 2009 through September 2023. Our Board believes that the members of the Board possess considerable experience, breadth of skills and unique knowledge of the challenges and the opportunities the Company faces. Further, our Board is best positioned to identify the person who has the skill and commitment to be an effective Chairman, and believes that, at this time, the Company is best served by retaining Mr. Jacobs’ skill and experience by service as Executive Chairman.

Mr. Parsons was originally appointed as the Lead Independent Director for our Board in February 2018. Mr. Parsons’s appointment has been reconfirmed by the independent members of our Board annually since 2019. Mr. Parsons is a strong, independent and active director with clearly defined leadership authority and responsibilities. In addition to his role as Lead Independent Director, Mr. Parsons serves as a member of each committee of our Board.

The responsibilities and duties of the Lead Independent Director include the following:

Our Lead Independent Director also presides at meetings of the Board, or the relevant portions of such meetings, when it would not be appropriate for our Executive Chairman or CEO to preside.

 

Our Compensation Committee focused on the feedback received from shareholders regarding executive compensation-related matters during our outreach in 2023. At our 2023 Annual General Meeting of Shareholders, we received the support of 87% of our shareholders that voted regarding executive compensation-related matters.

During 2023, we reached out to approximately 67% of our active institutional shareholders. Shareholder feedback, as well as feedback from other parties, was reviewed by the Compensation Committee in making its pay determinations in respect of 2023 compensation.

A summary of the key areas of the feedback we received in recent years and our response is provided in the chart below.

Over 2024, we plan to meet with shareholders to help us further improve our program.

 

Our CSR, SASB and TCFD reports and additional policies, statements and sustainability information are available on our website at www.lazard.com.

Lazard published its fifth annual Corporate Sustainability Report in 2023, reporting on fiscal year 2022, which focuses on the core topics prioritized by our stakeholders—employees, clients, shareholders, business partners and communities. This voluntary disclosure provides a summary of the principles, programs and policies that reflect our commitment to a sustainable future. Lazard built upon its annual sustainability reporting and ESG transparency by expanding its voluntary disclosures to include a TCFD report, an updated Environmental Statement and an Information Security and Data Privacy Statement. As a global firm that has advised clients on their most important financial matters during our 175-year history, the principles of sustainability are ingrained in Lazard’s culture and operations.

We are committed to serving our clients, developing our people and supporting our communities. Our Board and management are focused on cultivating a workplace environment that attracts and retains exceptional talent and a diversity of perspectives. Encouraging an engaged workplace where employees feel connected is instrumental to our ability to achieve sustainable growth and create lasting value.

As a global investor, we see the integration of sustainability considerations as an essential part of any long-term investment process focused on value creation. Companies and sovereign issuers that operate in a sustainable way, with a recognition of how their activities intersect with the environment and society, are likely to represent more attractive long-term investment opportunities. Those that do not are at risk of structural decline as they become subject to regulatory, commercial, or financial pressure to change.

The Board held 15 meetings in 2023. In 2023, overall attendance by our directors at meetings of the Board and its Committees averaged over 85%. Each such director that currently serves on our Board attended at least 82% of the meetings of the Board and Committees on which he or she served that were held during the period for which he or she had been a director or Committee member. All of our then-current directors attended the 2023 Annual General Meeting of Shareholders.

Management within each of Lazard’s operating locations is principally responsible for managing the risks within its respective business on a day-to-day basis. The Board, working together with the Audit Committee, reviews the Company’s risk profile and risk management strategies at regular intervals. Members of the Company’s finance team, led by the Chief Financial Officer and the Global Risk Committee, also review with the Audit Committee categories of risk the Company faces, including any risk concentrations, risk interrelationships and financial and cybersecurity risk exposures, as well as the likelihood of occurrence, the potential impact of those risks and the steps management has taken to monitor, mitigate and control such exposures. The Company’s Chief Information Security Officer also frequently participates in these reviews. The Company’s Chief Information Security Officer reports at least quarterly to the Audit Committee and at least annually to the full Board regarding cybersecurity incidents, threats, risks and the plans and policies to address them. Updates on risks deemed material to the Company are reviewed at regular meetings of the Audit Committee and reported to the full Board. In addition, the Compensation Committee reviews compensation programs for consistency and alignment with Lazard’s strategic goals, and in connection therewith reviews Lazard’s compensation practices to assess the risk that they will have a material adverse effect on the Company.

We have adopted a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of Lazard and its subsidiaries and affiliates. We have also adopted a Supplement to the Code of Business Conduct and Ethics for certain senior officers, including our Chief Executive Officer, Chief Financial Officer and principal accounting officer. Each of these codes is available on our website at www.lazard.com. A print copy of each of these documents is available to any shareholder upon request. We will disclose amendments to, or waivers from, the Code of Business Conduct and Ethics, if any, on our website.

Anyone who wishes to send a communication to our non-executive directors as a group may do so by mail at the address listed below, and by marking the envelope, Attn: Non-Executive Directors of the Lazard, Inc. Board of Directors.

Lazard, Inc.

30 Rockefeller Plaza

New York, NY 10112

The Lazard, Inc. Board of Directors

c/o the Corporate Secretary

These procedures are also posted on our website at www.lazard.com.

Our Board is committed to continually strengthening all aspects of corporate governance and our Board and the individual directors regularly evaluate their own effectiveness and the effectiveness of the Board process. As part of that review, the Nominating and Governance Committee conducts an annual review in which each director completes a self-evaluation questionnaire to assess overall effectiveness, including with respect to strategic oversight, interactions with and evaluations of management, board culture, board structure and operation, governance policies and committee structure and composition. The results of these evaluations are aggregated and shared on an anonymous basis with the Nominating and Governance Committee, which then reviews and presents its findings to the full Board for discussion and feedback. Through this regular self-assessment, the Board identifies areas for further reflection and improvement and, as appropriate, updates or changes our existing practices. The Nominating and Governance Committee annually reviews, updates and approves the evaluation framework, including the director evaluation questionnaires, in light of changing conditions and shareholder interests.

The Board’s Nominating and Governance Committee is responsible for evaluating and recommending to the Board proposed nominees for election to the Board of Directors. As part of its process, the Nominating and Governance Committee will consider director candidates recommended for consideration by members of the Board, by management and by shareholders. It is the policy of the Nominating and Governance Committee to consider candidates recommended by shareholders in the same manner as other candidates. Candidates for the Board of Directors must be experienced, dedicated and meet the highest standards of ethics and integrity. All directors represent the interests of all shareholders, not just the interests of any particular shareholder, shareholder group or other constituency. The Nominating and Governance Committee periodically reviews with the Board the requisite skills and characteristics for new directors, taking into account the needs of Lazard and the composition of the Board as a whole. A majority of our directors must satisfy the independence requirements of both Lazard and the NYSE. Likewise, each member of the Audit Committee must be financially literate and at least one member must possess the requisite qualifications to satisfy the SEC’s definition of “audit committee financial expert.” Once a candidate is identified, the Nominating and Governance Committee will consider the candidate’s mix of skills and experience with businesses and other organizations of comparable size, as well as his or her reputation, background and time availability (in light of anticipated needs). The Nominating and Governance Committee also will consider the interplay of the candidate’s experience with the experience of other Board members, the extent to which the candidate would be a desirable addition to the Board and any committees of the Board and any other factors it deems appropriate, including, among other things, diversity and inclusion. The Nominating and Governance Committee views diversity and inclusion broadly, encompassing differing viewpoints, professional experience, industry background, education, geographical orientation and particular skill sets, as well as race and gender.

 

Shareholders wishing to recommend to the Nominating and Governance Committee a candidate for director at our 2025 Annual Meeting of Shareholders may do so by submitting in writing such candidate’s name, in compliance with the procedures of our By-laws, and along with the other information required by our By-laws, to our Corporate Secretary at: Lazard, Inc., Office of the Corporate Secretary, 30 Rockefeller Plaza, New York, New York 10112 between January 9, 2025 and February 8, 2025.

Pursuant to the corporate governance listing standards of the NYSE, our Board has adopted standards for determining whether directors have material relationships with Lazard. The standards are set forth on Annex A to this Proxy Statement. Under these standards, a director employed by Lazard cannot be deemed to be an “independent director,” and, consequently, Mr. Jacobs and Mr. Orszag are not independent directors of Lazard.

Our Board has determined that none of our other directors or director nominees has a material relationship with Lazard under the NYSE corporate governance listing standards and our Board’s standards for director independence and, accordingly, that each of our directors and director nominees (other than Mr. Jacobs and Mr. Orszag) is independent under the NYSE corporate governance listing standards.

Non-Employee Director Compensation. Directors who are officers of the Company do not receive any fees for their services as directors. In 2023, our directors’ compensation program provided that each of our non-employee directors would receive:

Cash compensation is paid out on a quarterly basis (on the 15th of February, May, August and November, or, in each case, the first business day thereafter), and the DSU awards described above, the number of which is determined based on the NYSE closing price of our common stock on the trading day immediately preceding the date of grant, are granted on an annual basis on June 1st of each year, or the first business day thereafter, except for initial pro-rated grants made to new directors upon their election or appointment to the Board, and to continuing directors upon their appointment to new Board Committees or positions.

Non-employee directors may elect to receive additional DSUs in lieu of some or all of their cash compensation pursuant to the Directors Fee Deferral Unit Plan. Such DSUs are granted on the same quarterly payment dates noted above, with the number of DSUs based on the NYSE closing price of our common stock on the trading day immediately preceding the date of grant.

All DSUs awarded under these arrangements are converted to shares of our common stock on a one-for-one basis and distributed to a director only after he or she ceases to be a member of the Board of Directors. Dividend equivalent payments are made in respect of DSUs, which are paid in cash at the same rate and time that dividends are paid on shares of our common stock.

The Nominating and Governance Committee regularly reviews our director compensation program.

The table below sets forth the compensation paid to our non-employee directors during 2023.

Based on filings made under Section 13(d) and Section 13(g) of the Exchange Act, as of March 11, 2024, the only persons known by us to be beneficial owners of more than 5% of our common stock were as follows:

The following table shows the number of shares of our common stock that each director, each NEO, and all directors and executive officers as a group have reported as owning beneficially, or otherwise having a pecuniary interest in, as of March 11, 2024 (including any equity awards which are scheduled to vest within 60 days of that date). To our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The address for each listed person is c/o Lazard, Inc., 30 Rockefeller Plaza, New York, New York 10112.

The Board actively oversees the Company's executive compensation practices and recognizes the significant interest of shareholders in executive compensation matters. As a result of that commitment and in accordance with the requirements of Section 14A of the Exchange Act, we provide our shareholders annually with an opportunity to cast an advisory vote regarding the compensation of our NEOs as disclosed in this Proxy Statement.

As further discussed under “Compensation Discussion and Analysis” below, the Company successfully navigated challenging global macroeconomic and M&A market conditions in 2023. We believe that our compensation philosophy and discipline, as implemented on a firm-wide basis by our NEOs during 2023, contributed to our performance in this challenging environment.

As this is an advisory vote, the result will not be binding on the Board, although our Compensation Committee, which is comprised solely of independent directors, will carefully consider the outcome of the vote when evaluating the effectiveness of our compensation policies and practices.

RESOLVED, that the shareholders of the Company vote on a non-binding, advisory basis FOR the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.

Unless otherwise directed in the proxy, the persons named in the proxy will vote FOR the foregoing resolution.

In addition to performing the roles and responsibilities described under “Information Regarding the Board of Directors and Corporate Governance—Compensation Committee” above, our Compensation Committee, which is comprised entirely of independent directors, determined the 2023 compensation of our NEOs: Peter R. Orszag, Chief Executive Officer since October 1, 2023; Kenneth M. Jacobs, Executive Chairman and, until October 1, 2023, Chief Executive Officer; Mary Ann Betsch, Chief Financial Officer; Evan L. Russo, Chief Executive Officer of Asset Management; Alexandra Soto, Chief Operating Officer; and Scott D. Hoffman, General Counsel and Chief Administrative Officer until September 30, 2023.

We seek to make investments in our business to drive profitable growth and we are continuing our focus on returning excess capital to shareholders. Our performance in 2023 is discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Our Compensation Committee focused, among other things, on the following selected consolidated financial information in evaluating the performance of our NEOs and setting their performance-based compensation—that is, all compensation beyond their base salaries—for 2023.

This section generally focuses on compensation awarded with respect to 2023 performance, which includes equity-based incentive awards granted in March 2024 and year-end annual cash incentive bonuses paid in February 2024.

2023 was a year of significant transition for Lazard. After nearly fourteen years as Chairman and CEO, Mr. Jacobs became our Executive Chairman on October 1, 2023. At that time, Mr. Orszag, who previously served as the CEO of Financial Advisory, assumed the role as CEO of the Company. Ms. Soto took on a new role as COO of the Company. Additionally, Mr. Russo and Ms. Betsch served their first full years in their roles as CEO of Asset Management and CFO, respectively. In conjunction with these changes, Mr. Orszag set out the Lazard 2030 plan, which includes a series of ambitious long-term growth objectives and initiatives. We believe the Company successfully executed on all of these changes, which makes us well positioned for future growth.

Compensation decisions for our NEOs in 2023 reflect our continued commitment to prudent compensation practices throughout our organization and acknowledge the challenging performance year while recognizing the strong leadership of our NEOs in taking action to position Lazard to achieve its long-term growth objectives beginning in 2024. The Committee also aimed to make compensation decisions that would create direct alignment between our key leaders and our shareholders and retain our key leaders to continue to execute on our growth strategy.

Changes in our current CEO’s awarded compensation from year to year align with changes in our revenue and operating income, demonstrating that our compensation outcomes are linked to company performance.

We continue to discuss our compensation programs with shareholders and other parties to keep us informed of current and evolving viewpoints. We plan to meet with shareholders to help us further improve our program. Our shareholders have expressed strong support for our compensation programs, and we received over 87% approval for our shareholder advisory vote regarding executive compensation in 2023. In response to shareholder feedback, our Compensation Committee has continued to assess and enhance our compensation programs as discussed above under “Shareholder Feedback on Executive Compensation.”

The key elements of our compensation program consist of base salaries and performance-based incentive compensation. We also have retention agreements with our NEOs that include severance protections. The following is a description of our compensation elements and the purposes each is designed to support:

Base Salary. Base salaries are intended to reflect the experience, skill and knowledge of our NEOs, managing directors and other senior professionals in their particular roles and responsibilities, while retaining the flexibility to appropriately compensate for fluctuations in performance, both of the Company and the individual.

Except for base salaries, all compensation opportunity is based on a rigorous assessment of a combination of Company, business segment (in the case of the CEO of Asset Management) and individual performance. Accordingly, the compensation paid to our NEOs and employees as a group has fluctuated from year to year, reflecting changes in the Company’s performance and financial results, as well as individual performance, consistent with market practice in our industry.

Performance-based awards are tailored to appropriately incentivize our NEOs and to account for the highly competitive market for executive talent. Incentives are delivered in a mix of cash and long-term incentive awards that are subject to multi-year service vesting, which enhances the ongoing alignment between our NEOs and shareholders, supports retention of our NEOs, and aligns with competitive market practice in our industry. Year-end annual cash incentive bonuses are repayable in their entirety in connection with a termination of employment for cause or resignation without good reason on or prior to March 1, 2027, subject to certain exceptions. Long-term incentives consist of PIPRs or RSUs. PIPRs are equity incentive awards that, subject to certain conditions, may be exchanged for shares of our common stock to the extent that both (i) the service-based vesting conditions and (ii) the Minimum Value Condition, which requires that an amount of economic appreciation in the assets of Lazard Group occurs as necessary to satisfy certain partnership tax rules before the fifth anniversary of the grant date, is achieved, otherwise the rights will be forfeited. In February and March 2024 and 2023, our NEOs received long-term incentive compensation awards in respect of 2023 and 2022 compensation, respectively, in the form of PIPRs or RSUs.

In 2023, the Compensation Committee met several times to evaluate various alternative long-term incentive compensation programs. The Committee assessed the historical PRPU program in detail. Under that program, which applied to awards granted in March 2022 and February 2021, the number of shares of common stock that our NEOs receive upon vesting of a PRPU is calculated by reference to certain performance-based and market-based metrics that relate to our performance over a three-year period. For a detailed description of the PRPU program, see the section entitled “PRPU—General Terms” contained our 2023 Proxy Statement, which is available at www.lazard.com.

While the PRPU program was effective in motivating the achievement of specific financial performance objectives, the Committee determined that tying much of our NEOs’ compensation directly to the achievement of stock price growth targets more closely aligns with the Company’s growth strategy and shareholder returns. As such, the Compensation Committee decided to simplify the long-term incentive compensation program and focus on stock price growth. In mid-2023, in addition to compensation awarded with respect to annual performance and in connection with our leadership transition, the Compensation Committee approved one-time special awards of PRPUs for Messrs. Orszag and Russo that vest on the achievement of certain stock price milestones measured as of a specified anniversary of the grant date (such PRPUs, “Stock Price PRPUs”). The Stock Price PRPUs are subject to the Minimum Value Condition, which has been satisfied, and are eligible to vest in three tranches (each, a “Tranche”) based on the achievement of service conditions and Tranche-specific common stock price milestones measured as of a specified anniversary of the date of grant, as described below:

Each Tranche is subject to the executive’s continued employment through the applicable anniversary of the grant date and requires that the applicable common stock price milestone is sustained for any 30 consecutive day period prior to the anniversary of the grant date. If the vesting conditions, as described above, are not achieved during such applicable timeframe, all Stock Price PRPUs in such Tranche will be forfeited in full.

In approving these awards, the Compensation Committee sought to:

The Compensation Committee believes the approved awards best achieved the above objectives as the awards vest in full only if the executive (i) remains employed by the Company through the seventh anniversary of grant and (ii) the Company’s stock price has appreciated to at least $68.96, which represents 100% appreciation from the grant date and would be the Company’s highest stock price in its trading history.

Decisions with regard to incentive compensation are generally made in the first quarter of each year and are based on Company and individual performance in the prior fiscal year.

Our Compensation Committee Considers a Variety of Available Information. Before any year-end compensation decisions are made, the Compensation Committee reviews information from a variety of available sources.

In 2023, we updated our comparator group to comprise eight investment banks and eight asset managers to appropriately capture the marketplace in which we compete with these companies, among other, larger financial services firms, 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 comparator group is appropriate in terms of size and represents a reasonable mix of firms in each of Lazard’s businesses. Additional details regarding the composition of our peer group recommended by CAP, based on Global Classification Standard (GICS) Sub-Industry classification, revenue and market capitalization, is set forth in the following tables:

 

Due to the limited universe of standalone public company comparators, for 2023, the analysis that CAP prepared for the Compensation Committee continued to include survey data that includes compensation information for subsidiary businesses of larger financial services firms and other financial services organizations that are similar to Lazard in terms of complexity to get a more complete picture of the competitive market for our NEOs. The Compensation Committee also reviewed data, including compensation expense and revenue changes, with respect to certain other companies with which we compete for financial service professionals, but that substantially exceed our market capitalization; however, this review was for informational purposes only and these companies served only as reference points to provide a broader perspective on competitive pay levels and practices.

CAP’s analysis compared the total direct compensation for our NEOs (calculated with respect to 2023 base salary and annual cash incentives, PIPRs and RSUs to the total direct compensation for the appropriate named executive officers in the comparator group described above, or an appropriate subset of that comparator group, calculated based on compensation levels for 2022 (as reported in 2023)). CAP constructed a compensation reference range for each of our NEOs based on the comparator data as follows: for Mr. Orszag $8.25 million to $13.0 million, for Mr. Jacobs, $7.75 million to $13.5 million; for Ms. Betsch, $3.5 million to $5.5 million; for Mr. Russo, $7.5 million to $11.0 million; and for Ms. Soto, $3.25 million to $5.25 million. CAP did not construct a compensation reference range for Mr. Hoffman given his retirement from Lazard in 2023. See “Awarded Compensation Table” below for a table describing the compensation paid to each of our NEOs for 2023, presented in the manner that it was considered by the Compensation Committee (which was similar to the methodology used by CAP in calculating total direct compensation paid by the firms in the comparator group).

While the Compensation Committee considered the level of compensation paid by the firms in the comparator group in connection with its compensation decisions, in order to maintain competitiveness and flexibility, the Compensation Committee did not target compensation at a particular level relative to the comparator group (or relevant subset of the group). This information was only one of several data points that the Compensation Committee considered.

2023 Base Salaries. During 2023, we had retention agreements with each of our NEOs that establish their respective minimum annual base salaries. The base salaries for our NEOs were negotiated and were meant to ensure that the Company would have the services of each of the NEOs during the term of their respective agreements. See “Compensation of Executive Officers—Grants of Plan Based Awards—Individual Agreements with Our NEOs” below. The base salary paid to our former CEO, Mr. Jacobs, during his tenure as CEO in 2023 was $900,000. Mr. Jacobs’ current salary, which became effective as of his transition to Executive Chairman in late 2023, is $750,000. The base salary paid to our current CEO, Mr. Orszag, during his tenure as CEO of Financial Advisory in 2023 was $750,000. As our current CEO, Mr. Orszag’s base salary was increased to $900,000, effective as of his transition to CEO of the Company in late 2023.

2023 Incentive Compensation. As a general matter, the Compensation Committee noted the approach of balancing cost discipline with talent retention that has been applied throughout the Company, and the ongoing leadership and support of each NEO in connection with that initiative.

In addition to the matters considered by the Compensation Committee with respect to each NEO, which are described in detail below, the Compensation Committee considered each NEO’s positioning on an internal pay scale relative to managing directors within the Company and competitive compensation practices at other firms.

The Compensation Committee noted that the Company successfully navigated challenging global macroeconomic and M&A market conditions in 2023. The Company had annual operating revenue of $2,440 million in 2023, 12% lower than annual operating revenue in 2022 and adjusted net income of $75 million and adjusted earnings per share, diluted, of $0.77, 80% lower than adjusted net income and 79% lower than adjusted earnings per share, diluted, in 2022, respectively. The Compensation Committee also noted the significant leadership transition during the year and the improved financial performance in the fourth quarter of 2023. In particular, in the fourth quarter of 2023, the Company had quarterly operating revenue of $761 million, 13% higher than in the fourth quarter of 2022. The Company also returned $330 million of capital to its shareholders in 2023, maintaining the Company’s practice of repurchasing shares to offset dilution as a result of deferred year-end equity incentive compensation.

In evaluating Mr. Orszag’s compensation, the Compensation Committee highlighted his smooth and successful transition to CEO in early October 2023. Shortly before formally assuming the role (but after the transition had been announced), Mr. Orszag announced a detailed future vision for the firm, known as the Lazard 2030 plan, which includes a series of ambitious long-term growth objectives and initiatives. Mr. Orszag quickly began executing on this plan and building strong momentum for the future, including by undertaking and completing the conversion to a C-corporation. In addition, the Compensation Committee considered the following factors in evaluating Mr. Orszag’s performance as CEO and in determining his total compensation in 2023:

Together with CAP, its independent compensation consultant, the Compensation Committee thoroughly reviewed the Company’s past compensation practices and the competitive compensation practices at other firms.

Based on its review, the Compensation Committee approved an incentive compensation award for Mr. Orszag comprised of PIPRs valued at approximately $6.555 million and a year-end cash bonus of approximately $2.158 million. As a result, the total performance-based compensation awarded to Mr. Orszag constituted approximately 92% of Mr. Orszag’s total compensation for 2023 (excluding the grant of Stock Price PRPUs and special retention awards, each described below, none of which were in respect of 2023 performance).

The following chart shows Mr. Orszag’s mix of fixed versus performance-based compensation for 2023.

 

By linking 69% of Mr. Orszag’s total compensation for 2023 directly to the future performance of our business through PIPRs, the substantial majority of Mr. Orszag’s compensation for 2023 will fluctuate based on our ability to achieve growth and produce value for our shareholders over the next three years. By binding 92% of Mr. Orszag’s total compensation for 2023 (together with his PIPRs) to his employment through March 1, 2027, subject to certain exceptions, his year-end annual cash incentive bonus provides a substantial retentive benefit and executive-level stability, which the Compensation Committee considers imperative in driving company-wide performance and increasing value to shareholders. Given the combination of base salary, annual cash incentive bonus and PIPRs awarded to Mr. Orszag for 2023, the Compensation Committee believes it has struck the right balance between paying for current performance and the desire to keep Mr. Orszag focused on the Company’s long-term performance and continued growth. These objectives are further enhanced by the grant of Stock Price PRPUs discussed above, the vesting and performance conditions of which align with shareholder interests, growth initiatives and retention over a multi-year time horizon beyond the traditional three-year vesting period of our long-term incentives.

The following table sets forth the 2023 individual performance considerations and the total incentive compensation approved by the Compensation Committee for our other NEOs (excluding Mr. Hoffman given his retirement).

The following table (the “Awarded Compensation Table”), shows the base salary and incentive compensation awarded to our NEOs for their performance in 2023 in the manner it was considered by the Compensation Committee. This presentation differs from that contained in the Summary Compensation Table for 2023 in the following respects:

A similar methodology has been applied to reflect 2022 and 2021 compensation for each of our NEOs who served as an executive officer of the Company in respect of such year, which is included in order to provide a basis for comparison. For these prior years, the value of PIPRs, RSUs, PRUs, restricted stock and LFIs is also reflected based on the fiscal year to which they relate, rather than the fiscal year in which they were granted, and based on notional value rather than on the grant date fair value as determined for accounting purposes.

In March 2022 and February 2021, the individuals who served as our NEOs throughout the relevant fiscal year received long-term incentive compensation awards in respect of 2021 and 2020 performance in the form of PRUs. All shares of our common stock subject to PRUs granted in 2022 and 2021 in respect of 2021 and 2020 compensation remain subject to full risk of forfeiture until the end of the three-year performance period regardless of the achievement of interim results, further aligning the interests of our NEOs with those of our shareholders. See “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management” above for further details on these historical awards.

In early 2024, the Compensation Committee evaluated the Company’s performance with respect to the applicable three-year performance periods to which the PRUs awarded in 2021 in respect of 2020 compensation were subject. The Compensation Committee determined by formula that the underlying performance conditions had been satisfied and achieved an aggregate score of 1.95x and, accordingly, the corresponding number of shares of our common stock subject to such awards was no longer subject to such performance goals.

Perquisites. In 2023, each of our NEOs received less than $100,000 in perquisite compensation, which included (i) the payment by the Company of a portion of the health insurance premiums for each of our U.S. managing directors on the same basis that it does for all U.S. employees and payment of other health-related benefits (and in the case of Ms. Soto, on the same basis as the Company does for all UK employees and payment of other health-related benefits), (ii) the payment by the Company of certain matching contributions on their personal contributions to the Company’s 401(k) plan on the same basis that it does for all U.S. employees (and, in the case of Ms. Soto, contributions to the Company’s UK defined contribution pension scheme on the same basis that it does for all UK employees) and (iii) being the named beneficiaries of a Company-provided life insurance and long-term disability insurance policy on the same basis that it does for all U.S. employees (or in the case of Ms. Soto, UK employees). In addition, Messrs. Orszag and Jacobs and Ms. Betsch each have access to an executive dining room that is available to certain of our managing directors in the New York City area. Each of our U.S. managing directors and UK managing directors is entitled to have his or her year-end personal tax returns prepared by our tax department for a below-market fee. Messrs. Orszag, Jacobs and Russo and Mses. Betsch and Soto have availed themselves of this benefit. This perquisite has been a historical practice of the firm.

Pension Benefits. Each of Messrs. Jacobs and Hoffman has accrued benefits under the Lazard Frères & Co. LLC Employees’ Pension Plan, a qualified defined-benefit pension plan, and Mr. Hoffman has accrued additional benefits under a related supplemental defined-benefit pension plan. In each case, these benefits accrued prior to the applicable NEO becoming a managing director of the Company. Benefit accruals under both of these plans were frozen for all participants effective January 31, 2005, and our NEOs will not accrue any additional benefits. For additional information regarding benefits accrued by or payable to Messrs. Jacobs and Hoffman under these plans as of December 31, 2023, see “Pension Benefits” below.

NEO Individual Agreements. On March 31, 2022, we entered into amended retention letter agreements with each of our NEOs (other than Ms. Betsch, who was not employed with the Company at such time). On May 25, 2023, the Company amended the retention agreements with Messrs. Orszag, Jacobs and Russo. On August 23, 2023, we entered into a retention agreement with Ms. Betsch that replaced her July 23, 2022 letter agreement. On March 7, 2024, we amended and restated

Ms. Soto’s retention agreement in connection with her promotion to Chief Operating Officer in 2023, which replaced her prior retention agreement. For a description of the terms of the NEOs’ individual agreements, see “Individual Agreements with Our NEOs” and “Potential Payments Upon Termination or Change in Control” below.

Risks Related to Compensation Policies. In keeping with our risk management framework, we consider risks not only in the abstract, but also risks that might hinder the achievement of a particular objective. We have identified two primary risks relating to compensation: (1) that compensation will be insufficient to retain talented individuals and (2) that compensation strategies might result in unintended incentives. To combat the first risk, we believe both the levels of compensation, which are reviewed against comparative compensation data, and the long-term vesting periods of the PIPRs, RSUs, PRPUs, PRSUs, LFIs and similar awards have had the effect of aiding our retention of our NEOs and other key employees.

With respect to the second risk, the Company-wide year-end discretionary compensation program is designed to reflect the performance of the Company, the performance of the business in which the employee works and the performance of the individual employee, and is designed to discourage excessive risk-taking through long-term vesting periods and, with respect to outstanding PRUs, our relative TSR modifier, and with respect to outstanding Stock Price PRPUs, the stock price milestones, each establish another direct link between shareholder returns and NEO compensation. These criteria provide our employees additional incentives to prudently manage the wide range of risks inherent in the Company’s business, while remaining sensitive to long-term risk outcomes, as the value of their awards is linked to overall performance of the Company (or specified investment portfolios) or the price of our common stock.

Based on the foregoing, we do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

Stock Ownership Guidelines. We have stock ownership guidelines for our NEOs, which require our CEO and the other NEOs to own shares of our common stock or unvested time-based equity awards that ultimately could vest into shares (including restricted stock, restricted stock units and PIPRs), equal to, in the case of our CEO, six times his base salary, and in the case of each other NEO, three times such NEO’s base salary. Each NEO has five years from the date that the guidelines began to apply to such NEO to attain the required ownership levels. We do not count unearned performance awards towards the achievement of the guidelines. Once an NEO reaches the requisite ownership guideline amount, such NEO will be deemed in compliance, notwithstanding subsequent stock price fluctuations. All of our NEOs currently exceed, or are on track to exceed, the required ownership levels. In addition, our non-executive directors receive a majority of their compensation in the form of DSUs that remain invested in the Company until they leave our Board.

Compensation Clawback Policy. We have a compensation clawback policy for our executive officers. Pursuant to our current clawback policy, if our Board determines that any bonus, incentive payment, equity award or other compensation awarded to or received by an executive officer was based on any financial results or operating metrics that were achieved as a result of that executive officer’s intentional fraudulent or illegal conduct, we will seek to recover from the executive officer such compensation (in whole or in part) as the Board of Directors deems appropriate under the circumstances and as permitted by law. Additionally, as a result of the SEC’s adoption of rules on October 26, 2022, implementing the clawback provisions of the Dodd-Frank Act and directing the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations, we timely adopted an additional clawback policy to reflect these new requirements.

Anti-Hedging Policy. We have an anti-hedging policy that prohibits our employees (including our executive officers), our directors and their respective designees from short-selling Company securities or entering into a transaction involving a put, call or other derivative or hedge on Company securities, in each case without the prior approval of our General Counsel; provided that our General Counsel may not give such approval to our executive officers and directors.

Certain Tax Considerations. PIPRs, PRPUs and Stock Price PRPUs are designed to qualify as “profits interests” for U.S. federal income tax purposes and are intended to offer recipients a long-term incentive compensation award comparable to PRSUs or RSUs, as applicable, while allowing them potentially more favorable income tax treatment in return for incurring additional risk. Neither the grant nor vesting of PIPRs, PRPUs or Stock Price PRPUs will be deductible by the Company as compensation expense for tax purposes. Even if such a compensation deduction were available to the Company, the Company may not, in any event, be able to promptly use the deduction. It is anticipated, however, that the future exchange of vested PIPRs, PRPUs and Stock Price PRPUs for shares of our common stock will increase the amortizable tax basis of certain assets of Lazard Group and its subsidiaries. These increases in tax basis may reduce the amount of tax that the Company’s subsidiaries would otherwise be required to pay in the future. In addition, if the Internal Revenue Service were to successfully

challenge the tax characterization of PIPRs, PRPUs or Stock Price PRPUs as profits interests, the holder would be responsible for the incremental taxes, and the Company would indemnify the holder against any taxes pursuant to Section 409A of the Internal Revenue Code.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Andrew M. Alper (Chair), Michelle Jarrard, Iris Knobloch, Richard D. Parsons and Dan Schulman

The following table contains information with respect to our NEOs in the manner required by SEC rules. We believe that the better way to view this information is as set forth in the Awarded Compensation Table under “Compensation Discussion and Analysis—2023 Compensation for Each of Our NEOs—Compensation Process” above, as the information set forth below:

Similarly, the information with respect to 2022 and 2021 compensation includes PRUs, PIPRs, RSUs and LFIs, as applicable, granted in the relevant calendar year, which related to the previous year’s performance, and does not include PRUs, PIPRs, RSUs and LFIs, as applicable, granted with respect to the relevant calendar year’s performance.

The following table provides information about awards granted to each of our NEOs during fiscal year 2023 in respect of 2022 performance and, in the case of Stock Price PRPUs, in fiscal year 2023 in respect of future performance.

The PIPRs, RSUs and Stock Price PRPUs included in the table above are subject to service-based conditions, and for Stock Price PRPUs certain stock price-based milestone targets, and represent a contingent right to receive a number of shares of our common stock. Assuming satisfaction of the applicable vesting criteria, the PIPRs or RSUs granted on March 9, 2023, March 16, 2023 and July 15, 2023, respectively, will vest on or around March 10, 2026, March 2, 2026 and September 3, 2025, respectively. Stock Price PRPUs will vest in three tranches, subject to achievement of the applicable stock-price milestone and other vesting criteria, on August 23, 2026, August 23, 2028 and August 23, 2030, respectively (for additional information regarding these awards, see “Transition to Stock Price PRPUs for the CEO and CEO of Asset Management” above).

Vesting of the PIPRs, PRPUs and Stock Price PRPUs are subject to the achievement of the Minimum Value Condition within five years following the grant date. In addition, on March 11, 2024, the PIPRs and PRPUs granted in February 2021 in respect of 2020 compensation, for which the Minimum Value Condition was achieved on February 22, 2024 and other vesting conditions were satisfied, were exchanged on a one-for-one basis for shares of our common stock.

Each of our NEOs sign award agreements in connection with the grant of such award. In general, these agreements provide that unvested awards are forfeited on termination of employment, except in cases such as death, disability, a termination by the Company other than for “cause” (which includes for these purposes a resignation for “good reason”) or a qualifying retirement pursuant to our Deferred Compensation Retirement Policy. See “Deferred Compensation Retirement Policy” and “Potential Payments Upon Termination or Change in Control” below. In the event we declare cash dividends on our common stock, subject to satisfying any relevant performance or other vesting criteria, our NEOs who received PRPUs or Stock Price PRPUs will be allocated income in respect of such dividends on a pro rata basis as if such profit interests were exchanged for our common stock, based on the extent to which the relevant vesting conditions are actually achieved. PIPRs and restricted stock also accrue dividends or dividend equivalents in the event we declare cash dividends on our common stock during the relevant vesting period, which dividends are retained by Lazard until the vesting criteria have been satisfied. In addition, from the date that the applicable dividend is paid to holders of our common stock until the time of payment of the PRPUs or Stock Price PRPUs holder, unpaid distributions are credited with interest at a rate of 6% per annum, compounded quarterly. Holders of RSUs and PRSUs also receive dividend equivalents at the same rate that dividends are paid on shares of our common stock, which remain subject to the same restrictions as the underlying RSUs or PRSUs, as applicable, to which they relate. The holders of PIPRs, PRPUs and Stock Price PRPUs receive distributions necessary to pay related taxes on the income allocations, but otherwise are not entitled to any amounts in respect of such allocations until applicable vesting

conditions in respect of such PIPRs, PRPUs and Stock Price PRPUs have been satisfied. In addition, the PIPRs, PRPUs, Stock Price PRPUs, RSUs, restricted stock and LFI award agreements contain standard covenants including, among others, noncompetition and nonsolicitation of our clients and employees.

Pursuant to the Deferred Compensation Retirement Policy, outstanding and unvested PIPRs, RSUs, PRUs, restricted stock and LFIs will vest (and in the case of members of Lazard Group who report income from Lazard Group and its affiliates on Schedule K-1 to Lazard Group’s federal income tax return, RSUs and certain PRSUs will be settled in restricted stock) as long as (i) the holder is at least 56 years old, (ii) the holder has completed at least five years of service with the Company, (iii) the sum of the holder’s actual age and years of service is at least 70, and (iv) commencing with the relevant deferred compensation granted in 2021, the holder has completed a service period following the date of grant and ending in the year of the applicable grant on August 31st, in the case of awards granted to Managing Directors, unless another date is set forth in the applicable award agreement. Similarly, following the retirement eligibility date, the service-based vesting criteria of the PRUs will no longer apply, but the performance-based vesting criteria will continue to apply through the end of the applicable performance period, including following the executive’s retirement during the performance period. Following retirement, the PIPRs, RSUs, PRUs, restricted stock and LFIs remain subject to all restrictive covenants, including continued compliance with non-compete, non-solicit and other provisions contained in the original award agreement through the original vesting date of the relevant deferred compensation, notwithstanding any expiration date specified therein. Any dividends payable with respect to the PIPRs, RSUs, PRUs and restricted stock are held in escrow until the forfeiture provisions lapse. A recipient of restricted stock is required to make an election under Section 83(b) of the Internal Revenue Code, which subjects him or her to taxation on such restricted stock on the date of grant. With the consent of the compliance department of the Company, a recipient may dispose of a portion of the restricted stock granted to him or her to pay such taxes.

Mr. Jacobs is retirement eligible. The retirement eligibility dates for Mr. Orszag, Ms. Betsch, Mr. Russo and Ms. Soto are December 16, 2027, December 20, 2035, August 2, 2030 and October 21, 2024, respectively.

On March 31, 2022, we entered into amended retention agreements with each of our current NEOs (other than Ms. Betsch, who at such time was not employed by the Company). On May 25, 2023, the Company amended the retention agreements with Messrs. Orszag and Jacobs which provided, with respect to Mr. Orszag, for an increase in the minimum annual base salary to $900,000 in connection with his appointment as Chief Executive Officer, and, with respect to Mr. Jacobs ceasing to serve as Chief Executive Officer and his appointment as Executive Chairman, for a reduction in the minimum annual base salary to $750,000, in each case, effective as of October 1, 2023. Also on May 25, 2023, we amended Mr. Russo’s retention agreement. On August 23, 2023, we entered into a retention agreement with Ms. Betsch that replaced her existing letter agreement. On March 7, 2024, we amended and restated Ms. Soto’s retention agreement in connection with her promotion to Chief Operating Officer in 2023, which replaced her prior retention agreement.

Generally, the provision of services under the retention agreements is terminable upon three months’ notice, and the individual agreements also contain the terms and conditions set forth below.

Compensation and Employee Benefits. The retention agreements entered into with each of our other current NEOs provide for a minimum annual base salary of $750,000.

In addition, each of our NEOs is entitled to an annual bonus to be determined under the Company’s applicable annual bonus plan on the same basis as annual bonuses are determined for other executive officers of the Company, subject to such NEO remaining employed by the Company at the end of the applicable fiscal year. Such bonus will be paid in the same ratio of cash to equity and deferred awards as is generally applicable to other executives receiving comparable bonuses. The retention agreements with our current NEOs also provide that each is entitled to participate in employee retirement and welfare benefit plans and programs of the type made available to our most senior executives.

In addition, under Mr. Jacobs’ retention agreement, he is entitled, subject to his continued employment with the Company, to the fringe benefits and perquisites to which he was entitled as of March 31, 2022. Under his 2023 amendment, for purposes of calculating severance, Mr. Jacobs is entitled to an average annual bonus calculated for the two completed fiscal years of the Company ending on each of December 31, 2021 and 2022.

Additionally, the Company will reimburse Mr. Russo on a reasonable basis with respect to the financial implications arising from Mr. Russo serving as CEO of Asset Management on the treatment of equity compensation and deferred awards that have been allocated to him prior to March 31, 2022.

Payments and Benefits Upon Certain Terminations of Service. The retention agreements with our current NEOs also provide for certain severance benefits in the event of a termination by us other than for “cause” or by the NEO for “good reason,” (each, as defined in such NEO’s retention agreement, and in each case, which we refer to below as a “qualifying termination”) prior to the expiration of the retention agreement. See “Potential Payments Upon Termination or Change in Control” below for further details.

The following table provides information about the number and value of PIPRs, RSUs, PRPUs PRSUs and Stock Price PRPUs that were actually held (or, pursuant to the rules and guidance of the SEC, were for purposes of the table deemed held) by our NEOs as of December 31, 2023. The market value of the PIPRs, RSUs, PRPUs, PRSUs and Stock Price PRPUs was calculated based on the NYSE closing price of our common stock on December 29, 2023 (the last trading day in fiscal year 2023) ($34.80). The table does not include PIPR awards that relate to 2023 performance, which were granted in February and March 2024.

The following table sets forth certain information concerning PIPRs, PRPUs, RSUs and shares of restricted stock held by our NEOs that vested in 2023. The value realized on vesting was calculated based on the NYSE closing price of our common stock on the trading day immediately preceding the vesting date.

U.S. Defined Benefit Pension Plans. The following table provides information with respect to the Lazard Frères & Co. LLC Employees’ Pension Plan, a qualified defined-benefit pension plan, and a related supplemental defined-benefit pension plan. Each of Messrs. Jacobs and Hoffman has accrued benefits under the Lazard Frères & Co. LLC Employees’ Pension Plan, and Mr. Hoffman has accrued additional benefits under the related supplemental defined-benefit pension plan. The annual benefit under the Lazard Frères & Co. LLC Employees’ Pension Plan and, if applicable, the supplemental defined-benefit pension plan, payable as a single life annuity commencing at age 65, would be $6,447 for Mr. Jacobs and $18,845 for Mr. Hoffman. These benefits accrued prior to the date the applicable NEO became a managing director of the Company. Benefit accruals under this plan were frozen for all participants effective January 31, 2005. For a discussion of the valuation methodology and material assumptions applied in quantifying the present value of the current accrued benefit, see Note 17 of Notes to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Mses. Betsch and Soto and Messrs. Orszag and Russo do not participate in any of these plans.

As described above, the retention agreements with each of our current NEOs provides for certain severance benefits in the event of a qualifying termination prior to the expiration of the applicable individual agreement.

The following table shows the potential payments that would have been made by the Company to each of our NEOs as of December 31, 2023, assuming that such NEO’s employment with the Company terminated, or a change in control occurred, on December 31, 2023 under the circumstances outlined in the table. For purposes of this table, the price of our common stock is assumed to be $34.80, which was the closing price on December 29, 2023 (the last trading day of fiscal year 2023) and the amounts set forth below reflect the terms of the individual agreements as in effect on December 31, 2023. Mr. Hoffman, who retired from the Company during 2023, has been excluded from this table.