🧾 What This Document Is

This is Lazard's definitive proxy statement (DEF 14A). Think of it as a detailed agenda and voter guide for the company's upcoming annual shareholder meeting. Its main job is to give shareholders the information they need to vote on several important company matters.

The meeting is a virtual one on Thursday, May 21, 2026, at 10:00 a.m. Eastern Time. If you own Lazard stock (ticker: LAZ) as of the April 6, 2026 record date, you get to vote.

🏢 What The Company Does

👉 In simple terms, Lazard is a very old and prestigious firm that gives big-picture advice to companies and governments. It was founded in 1848 and operates globally.

They have two main businesses:

Financial Advisory: They are like the "chief advisor" for major corporate deals—helping with mergers, acquisitions, raising money, and restructuring debt.
Asset Management: They manage investment portfolios for big institutions and wealthy individuals. They currently oversee $254 billion.

Their mission is to provide "contextual alpha"—special insight that helps clients navigate big economic and political forces.

📊 2025 Performance Highlights

The company's "Lazard 2030" growth strategy is two years in, and here's how they did in 2025:

Financial Advisory: Had a record revenue year of $1.8 billion. Revenue from private capital deals is now about 40% of their advisory business.
Asset Management: Reached an "inflection point" with $1.2 billion in revenue and AUM that grew 12% to $254 billion.
Overall Company (Adjusted): Revenue was $3.03 billion (up 5%), and net income was $266 million (up 9%).
Shareholder Return: Since CEO Peter Orszag started in October 2023, the Total Shareholder Return (TSR) was 74%. They returned over 80% of their free cash flow to shareholders through dividends and buybacks.

🗳️ What Shareholders Are Voting On

The meeting has five main items. The Board of Directors recommends voting "FOR" on all of them.

Elect Three Directors: Vote on three nominees (including CEO Peter Orszag) for three-year terms.
Approve Executive Compensation ("Say-on-Pay"): A non-binding advisory vote on how the top executives are paid.
Declassify the Board: This is a major governance change. Currently, directors serve staggered 3-year terms. If approved, Lazard will move to annual elections for all directors over the next three years, completing the change by 2029.
Amend the Incentive Compensation Plan: Approve adding 25 million more shares to the plan to continue granting equity awards to employees, which is key for alignment and retention.
Ratify the Auditor: Re-appoint Deloitte & Touche LLP as the independent accounting firm for 2026.

💼 Executive Compensation (The "Pay-for-Performance" Story)

This is a central focus of the filing. The board says it listened to shareholder feedback and made big changes for 2026.

For 2025, CEO Peter Orszag's total compensation was $15 million. Here’s how it broke down:

Long-Term Incentive: ~$10.2 million (delivered in special performance-based units tied to company and stock performance).
Annual Cash Bonus: ~$3.9 million.
Why this amount? The board cited progress on the 2023 strategy, strong stock performance under Orszag, and key talent hires. They also noted his focus on cost discipline.

Major Changes for 2026 (Response to Shareholder Input):

A new firm-wide scorecard will guide incentive pay.
Target and maximum compensation levels are now set.
CEO pay will be 50% based on the firm scorecard and 50% on stock performance relative to the S&P 1500.

⚖️ Governance & Board Changes

Lazard is highlighting its commitment to listening to shareholders and improving governance.

Board Refreshment: The board has added 4 new independent directors since 2024, including a former PayPal CEO (Dan Schulman) and a former Schroders CEO (Peter Harrison). This brings fresh expertise in tech, leadership, and asset management.
Declassification (Item 3): This is a direct result of shareholder feedback. A "classified" board (with staggered terms) makes it harder for shareholders to quickly change the board. Moving to annual elections increases accountability.
Lead Independent Director: Dan Schulman holds this powerful role, providing strong independent oversight.
Culture: They emphasize a "commercial and collegial" culture, with compensation designed to reward teamwork, not just individual star performance.

🔮 What's Next: The Lazard 2030 Strategy

The company is executing a long-term plan to double its revenue from 2023 to 2030 and achieve 10-15% annual shareholder returns. Key bets include:

Technology & AI: Investing to become an "AI-enabled" firm, scaling their people's expertise.
Talent: Actively hiring top Managing Directors in advisory. They added 21 net new MDs in 2025.
Product Focus: In asset management, they are prioritizing certain investment products and expanding into ETFs, having already launched 7 active ETFs with over $1 billion in assets.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:
- Iconic Brand & Legacy: 175+ years of reputation and global relationships.
- Clear Strategy (Lazard 2030): Public, measurable goals for growth.
- Strong Shareholder Returns Recently: 74% TSR since late 2023.
- Responsive Governance: Acting on shareholder feedback on board structure and pay.
- Investment in Talent & AI: Actively building for the future.
⚠️ Risks:
- Performance vs. Goals: Adjusted operating income was up 5%, but GAAP net income was down 15%. They are investing heavily, which pressures near-term profits.
- Dependence on Key People: Their advisory business relies heavily on star Managing Directors.
- Market Cycles: Both advisory deals and asset management revenues are sensitive to economic and market conditions.
- Execution Risk: Successfully doubling revenue is a massive undertaking requiring flawless strategy execution.

🧠 The Analogy

Lazard is like a legendary, historic hotel undergoing a major renovation. It has a prime location (its brand) and loyal clientele (clients). The new management (CEO Orszag) is not just polishing the lobby; they are rewiring the entire building with fiber optics (AI), bringing in new star chefs (talent), and modernizing the rooms (products like ETFs). They're also letting the guests (shareholders) have more say in the hotel's board. The short-term cost of the renovation is high, but the goal is to make it the undisputed, most profitable luxury hotel in the world by 2030.

🧩 Final Takeaway

This proxy is a story of a storied firm in active transformation. Lazard is asking shareholders to back its "Lazard 2030" growth plan by approving a major governance shift (declassification), funding its employee equity plan, and endorsing the pay packages driving the turnaround. The message is: "We are listening to you, investing for the future, and already delivering strong returns—stick with us."

Lazard LAZ Seeks Shareholder Vote to Declassify Board