Business
Lazard : Preliminary Proxy Statement 2026
Lazard : Preliminary Proxy Statement

About this update from Lazard, Inc.
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION Notice of Annual Meeting and Proxy Statement 2026 Annual Meeting of Shareholders May 21, 2026 Our Mission Lazard's mission is to provide independent, differentiated advice and investment solutions grounded in contextual alpha-the broad insight needed to navigate macroeconomic, geopolitical, and other forces, helping leaders see beyond what the world sees today. This mission is realized through our ability to combine global perspectives with deeply rooted local expertise, a strength that has sustained our evolution and success for more than 175 years. Our Firm succeeds with the unrivaled collective intellectual capital across our two businesses, Financial Advisory and Asset Management. Our Culture embraces a commercial and collegial approach, with trust, judgment, and integrity at the center of everything we do. Our Value is in our firm's transformation, leveraging AI to meaningfully scale our intellectual capital while reinforcing client relationships as our foundation for growth. Date and Time Thursday, May 21, 2026 10:00 a.m., Eastern Daylight Time Online Virtual Meeting Site https://www.virtualshareholdermeeting.com/ LAZ2026 Information on how to access the meeting, vote and ask questions at the meeting can be found beginning on page 111 of the Proxy Statement. How to Vote Online Phone Mail At the Virtual Meeting Important Notice Regarding Availability of Proxy Materials for Lazard's Shareholder Meeting to Be Held on May 21, 2026 The Proxy Statement and 2025 Annual Report, which includes financial statements for the period ended December 31, 2025 and the related independent auditor's reports, are available at https://www.lazard.com . We are making the proxy materials first available on , 2026. Items of Business Recommendations 1 Election of Directors Yes 2 Advisory Vote on Approval of Executive Compensation Yes 3 Approval of Amendment of Certificate of Incorporation to Declassify the Board Yes of Directors 4 Approval of Amendment of 2018 Incentive Compensation Plan Yes 5 Ratification of Appointment of Independent Registered Public Accounting Firm Yes Shareholders as of the close of business on March 23, 2026, the record date, may vote at the meeting. If you are a registered shareholder, you may vote online, by telephone or by mailing a proxy card. If you hold your shares through a bank, broker or other institution, you will receive a voting instruction form that explains the various ways you can vote. We encourage you to vote your shares as soon as possible. , 2026 By Order of the Board of Directors, Christian A. Weideman General Counsel Lazard, Inc. 30 Rockefeller Plaza New York, NY 10112 Notice of Annual Meeting of Shareholders A Note from Our CEO and Chairman Peter Orszag CEO and Chairman 2025 marked the second full year executing our Lazard 2030 long-term growth strategy, with results that reflect the ongoing transformation of our businesses-advancing our commercial and collegial culture, investing in exceptional talent, and building an AI-enabled workforce in service of our commitment to being the world's leading independent financial firm. Business Performance Financial Advisory delivered record revenue of $1.8 billion in 2025, supported by strong contributions across M&A, restructuring and liability management, and private capital advisory. Revenue associated with private capital continued to expand and now represents approximately 40 percent of advisory revenue. Our focus on productivity is already delivering results, with average revenue per Managing Director of $8.9 million, up $2.5 million since 2023 and exceeding our 2025 goal. Asset Management achieved a clear inflection point in 2025, with $1.2 billion in revenue, AUM growth of 12 percent, and record gross inflows driven by investment performance and focused product prioritization. Strong demand, as evidenced by $13 billion in won but not yet funded mandates at year-end-higher than the prior year-and by early success in our ETF platform, with seven active ETFs launched and over $1 billion in AUM, underscore growing client engagement. Profitable Growth In 2026, our focus remains on delivering profitable growth while investing to support our long-term strategy. Investments in Financial Advisory talent have already contributed to higher productivity, with further gains expected as newer Managing Directors become more tenured on our platform, mandate selection becomes increasingly disciplined, and AI enhances analytical capabilities and execution. In Asset Management, we anticipate margin expansion over time supported by improved performance and strengthened distribution alongside a more focused product offering. We will continue to manage expenses carefully while investing in talent, technology, and growth initiatives that create sustainable value. Our results over the past two years validate our strategy and reinforce our conviction in opportunities ahead. We remain committed to disciplined capital allocation, prudent investment in growth, and a culture that empowers our teams to deliver excellence for our clients. We also remain committed to ongoing, proactive engagement with our shareholders, whose perspectives help shape our decisions and strengthen our company. Thank you for your support and continued partnership. Peter R. Orszag Chief Executive Officer and Chairman A Note from Our Lead Independent Director As Lead Independent Director, on behalf of Lazard's Board of Directors I want to reaffirm our commitment to strong governance and oversight informed by your feedback. Dan Schulman Lead Independent Director Shareholder Engagement We enhanced overall shareholder engagement in 2025, conducting both our customary spring proxy-related outreach and an additional fall off-cycle program. We also expanded board involvement, with several members of our Compensation Committee including myself participating directly in these conversations. This enabled the Board to hear firsthand from a broad cross-section of shareholders on strategy, performance, governance, and compensation. Compensation Program In response to shareholder input, the Compensation Committee approved several enhancements that further strengthen the rigor and transparency of our executive compensation program. Enhancements include a greater emphasis on performance-based metrics, the introduction of target and maximum compensation opportunities, and the adoption of a firm-wide scorecard that aligns incentive outcomes with long-term strategic goals. Risk and Technology Oversight Through our committees, the Board provides comprehensive oversight of cybersecurity and the responsible use of AI. This year, we implemented a global AI governance framework designed to support effective and secure adoption of AI while managing associated risks. Board Declassification Shareholders have consistently expressed support for annual director elections. Reflecting this feedback, the Board is recommending a proposal to declassify over the next three years, resulting in annual elections for all directors beginning in 2029. Board Composition and Refreshment We continue to maintain a highly qualified, independent Board aligned with Lazard's global footprint and strategic priorities. The additions of Stephen R. Howe Jr., Peter Harrison, and Dmitry Shevelenko over the past two years have strengthened our collective expertise across risk management, public company leadership, investment experience, technology and AI. We are deeply engaged in Lazard's transformation and long-term strategy, as stewards of your investment and of an extraordinary legacy in financial services. We appreciate your participation in the 2026 Annual Meeting of Shareholders. Dan Schulman Lead Independent Director ITEM 3 Approval of Amendment of Certificate of Incorporation to Declassify the Board of Directors 92 NOTICE OF ANNUAL MEETING 1 ITEM 4 Approval of Amendment of 2018 Incentive Compensation Plan 96 OF SHAREHOLDERS A NOTE FROM OUR CEO AND CHAIRMAN 2 GLOSSARY OF FREQUENTLY USED TERMS 5 ABOUT LAZARD 6 Our Business 6 Lazard 2030 Long-Term Growth Strategy 7 2025 Performance Highlights 8 PROXY SUMMARY 9 ITEM 1 Election of Directors 18 GOVERNANCE 18 AUDIT MATTERS 106 ITEM 5 Ratification of Appointment of Independent Registered Public Accounting Firm 106 Fees of Independent Registered Public Accounting Firm 107 Director Skills, Qualifications and Experience 19 Director Biographies 22 Director Independence 31 Audit Committee Report 108 STOCK OWNERSHIP INFORMATION 109 Director Nomination Process 31 Director Succession Planning and Refreshment 33 CORPORATE GOVERNANCE 34 Beneficial Owners of More Than 5% of Our Common Stock Beneficial Ownership of Directors and Executive Officers 109 110 Board Structure 34 The Board's Oversight Role 39 GENERAL INFORMATION 111 Board Engagement 43 Board Evaluation Process 46 Governance Policies and Practices 47 Director Compensation 50 EXECUTIVE COMPENSATION 51 Annex A Calculation of Non-GAAP Measures Annex B Standards of Director Independence ITEM 2 Advisory Vote on Approval of Executive Compensation 51 Annex C Fourth Amendment to the Lazard, Inc. 2018 Incentive Compensation Plan 115 120 122 LETTER FROM THE COMPENSATION COMMITTEE 52 COMPENSATION DISCUSSION & ANALYSIS 54 Executive Compensation Tables 79 CEO Pay Ratio 88 Pay Versus Performance 89 Forward-Looking Statements This Proxy Statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "might," "will," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "target," "goal," "pipeline," or "continue," and similar words and terms used in the discussion of future operating and future financial performance identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties, and that actual results, developments or events may differ materially from those in the forward-looking statements as a result of various factors, including financial community perceptions of us and our business, operations, financial condition and the industries in which we operate and the factors described in our filings with the United States Securities and Exchange Commission (SEC), including the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained therein. We disclaim any obligation to update any forward-looking statements contained herein, except as may be required by law or applicable regulations. Our ability to achieve our Lazard 2030 goals is subject to numerous risks and uncertainties, including but not limited to those outlined under the section titled "Risk Factors" in our 2025 Annual Report. Table of Contents CAP Compensation Advisory Partners CD&A Compensation Discussion and Analysis Common Stock Common shares of Lazard, Inc. Deloitte Deloitte & Touche LLP EPS Diluted Earnings Per Common Share FCF Free cash flow, which is calculated as cash flows from operating activities net of capital expenditures and payments associated with Lazard's tax receivable agreement Lazard, the Company, our firm, we, us, and our Lazard, Inc., a Delaware corporation, and its consolidated subsidiaries LTIs Long-term equity incentives (PIPRs, P-PIPRs, TSR-PIPRs, RSUs, PRSUs and LFIs, collectively, and each defined below) LFIs Lazard Fund Interests, which are notional or restricted interests in Lazard-managed funds, subject to multi-year vesting MD Managing Director NEO Named Executive Officer NYSE New York Stock Exchange PIPRs Long-term incentive compensation awards comparable to RSUs delivered in the form of profits interest participation rights (PIPRs), which allow the recipient potentially more favorable income tax treatment in return for incurring additional risk P-PIPRs Performance PIPRs, which are subject to service-based and performance-based vesting conditions, and incremental market-based conditions (previously referred to as PRPUs) PRSUs Performance-based RSUs, which are subject to service-based and performance-based vesting conditions, and incremental market-based conditions RSUs Restricted stock units, which provide for vesting three years following the grant date, so long as applicable vesting and other conditions have been satisfied SP-PIPRs Stock Price PIPRs, which are subject to service-based vesting conditions and common stock price milestones and are eligible to vest in three tranches (previously referred to as Stock Price PRPUs) SEC U.S. Securities and Exchange Commission TSR Total Shareholder Return, including dividends reinvested without payment of any commission TSR-PIPRs Total Shareholder Return PIPRs, which are subject to service-based vesting conditions and Lazard's 3-year TSR versus the S&P 1500 Glossary of Frequently Used Terms Our Business Founded in 1848, Lazard is the preeminent financial advisory and asset management firm, with operations in North and South America, Europe, the Middle East, Asia, and Australia. 1848 Founded 2005 NYSE listed +3,300 Employees 101 Nationalities 46 Languages 6 2026 Proxy Statement Lazard provides advice on mergers and acquisitions, capital markets and capital solutions, restructuring and liability management, geopolitics, and other strategic matters, as well as asset management and investment solutions to institutions, corporations, governments, partnerships, family offices, and high net worth individuals. Financial Advisory 51% MDs Internal Promotions 12 Years Average MD Tenure 346 FY25 Clients with Fees > $1M 216 Managing Directors (MDs) Premier Brand & Established Global Leadership 34% Investment Professionals 16 Years Average MD Tenure 67% AUM in Non-USD Securities $254B AUM Asset Management About Lazard About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Lazard 2030 Long-Term Growth Strategy Our vision for Lazard 2030 is to build on our storied history and aim even higher together, leveraging technology with a commitment to being the world's leading independent financial firm. We continue to evaluate our success across three dimensions: relevance, revenue, and returns. Increase relevance through external connectivity and enhanced client outcomes Relevance Double revenue from 2023 to 2030 +100% Revenue Increased client convening and thought leadership within a targeted audience of global business, government, and investment leaders Expanded global network by remaining consistently present and trusted in the critical, global conversations that shape our clients' futures Assembled world-class geopolitical advisory group to deliver enhanced contextual alpha capability 24 percent increase in total firm-wide revenue from 2023 to 2025 74 percent total shareholder return from October 1, 2023 to December 31, 2025- outpacing goal of 10 to 15 percent per year, on average Converted to a U.S. C-Corporation, attracting new shareholders along with proactive investor engagement Expanded investor outreach through increased 1x1 meetings, conference participation, and roadshows, strengthening engagement with current and prospective shareholders Achieve total shareholder return of 10 to 15 percent per year, on average 10-15% Returns $8.9 million in Financial Advisory revenue per MD in 2025-outperforming goal of $8.5 million, and with record total Financial Advisory revenue for the year 21 Financial Advisory Managing Directors hired in 2025, with net additions totaling 22-outperforming goal of 10 to 15 each year Record gross inflows for Asset Management in 2025, and revenue up 6 percent year over year Appointed new CEO, CIO, and COO of Asset Management business Elevated leadership across Financial Advisory business About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information 2025 Performance Highlights Our 2025 performance demonstrates our ongoing focus on transforming our culture and businesses and on executing our Lazard 2030 long-term growth strategy-with results so far that validate our strategy and reinforce our conviction in growth opportunities ahead. Selected Consolidated 2025 Financial Information GAAP YoY% Adjusted (1) YoY% Net Revenue $ 3,099 2% $ 3,030 5% Operating Income $ 328 (15%) $ 432 5% Net Income $ 237 (15%) $ 266 9% EPS $ 2.17 (19%) $ 2.44 4% Ending Assets Under Management $ 254 12% - - ($ in millions, other than per share information and as otherwise noted) (per share, diluted) ($ in billions) Shareholder Value Creation Return of Capital (2) $393 TSR since October 1, 2023 (3) 74% % FCF Returned (4) >80% (1) Adjusted net revenue, adjusted operating income, and adjusted net income are non-GAAP measures. For a description of how to calculate each non-GAAP measure and a reconciliation between each non-GAAP measure and the respective comparable GAAP financial measure, see Annex A to this Proxy Statement: Calculation of Non-GAAP Measures. (2) We calculate our return of capital during 2025 by reference to the following: (i) we paid $187 million to our shareholders in dividends; (ii) we repurchased $91 million of our common stock; and (iii) we satisfied employee tax obligations of $115 million in cash in lieu of share issuance upon vesting of equity grants. We use the same methodology to calculate our return of capital during applicable prior years. (3) Mr. Orszag became Chief Executive Officer of Lazard on October 1, 2023. We calculate TSR for this purpose by measuring the closing price of our common stock as of December 31, 2025 against the closing price of our common stock as of September 30, 2023, plus the amount of dividends paid on our common stock during the period from October 1, 2023 through December 31, 2025 (assuming the reinvestment of such dividends when they are paid). (4) Calculated as the percentage of our annual free cash flow (as defined in the Glossary on page 5 ) that is paid out to shareholders through dividends and share repurchases. 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 Registered Public Accounting Firm Vote FOR 106 About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Election of Directors ITEM 1 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, 58 Former Senior Partner, McKinsey & Company Tenure: 9 years Committees: Compensation, Workplace and Culture (Chair) Nominee for Election Andrew M. Alper, 68 Chairman, Alper Investments, Inc. Tenure: 14 years Committees: Audit, Compensation (Chair) Iris Knobloch, 63 Chair and President, Cannes Film Festival Tenure: 8 years Committees: Compensation, Nominating and Governance (Chair) Nominee for Election Peter R. Orszag, 57 CEO and Chairman, Lazard Tenure: >2 years Committees: None Balanced Tenure 0-3 years 4-7 years 8-10 years >10 years independent Nominee for Election Dan Schulman, 68 Chief Executive Officer, Verizon Tenure: 2 years Committees: Compensation, Nominating and Governance, Workplace and Culture Stephen R. Howe Jr., 64 Former U.S. Chairman, Ernst & Young Tenure: 2 years Committees: Audit (Chair), Workplace and Culture Peter Harrison, 60 Former Chief Executive Officer, Schroders Tenure: 1 year Committees: Audit, Workplace and Culture Ann-Kristin Achleitner, 60 Professor, Technical University of Munich Tenure: 5 years Committees: Audit, Nominating and Governance Dmitry Shevelenko, 40 Chief Business Officer, Perplexity Tenure: <1 year About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Director Skills The right skills to guide our business and constructively challenge management. Strategy and Financial Experience 9 Investment Experience 5 Artificial Intelligence and Technology Experience 4 International Exposure/Emerging Market Experience 8 Cybersecurity Expertise 4 Government or Geopolitical Expertise 3 Oversight/Risk Management Expertise 8 Human Capital Expertise 8 Senior Leadership Experience 8 Director Demographics We strive to maintain an appropriate mix of age, tenure, and other demographics for our Board. Age Tenure Demographics 89% 33% 33% 1 < 50 Years 4 51-60 Years 4 61-70 Years 5 0-3 Years 2 4-7 Years 1 8-10 Years 1 >10 Years 8 Independent 3 Women 3 Non-U.S. Citizen Board Refreshment 9 directors 2 new directors 6 new directors since 2020 3 director nominees About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors 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 Page 31 All Committees of our Board are comprised entirely of independent directors 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 Page 19 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 Executive Sessions Independent directors meet regularly without management present Page 13 Succession Planning Our Board takes an active role in succession planning Page 42 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 Term Limit Policy and Continued Board Independent directors are limited to serving four complete terms plus any partial term Page 33 Refreshment 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 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 About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors 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 Our Board has determined that eight of its nine directors (or 89%), including our Lead Independent Director, are independent under the listing standards of the NYSE and our own standards of director independence. Each of the Board's Committees, including the Compensation Committee, which ultimately determines the CEO's compensation, consists entirely of independent directors, and each Committee has a different chairperson. Each Committee Chair reviews, approves, and helps develop meeting schedules and agendas for the relevant Committee. Executive sessions of our Board follow regularly scheduled Board meetings, and our Lead Independent Director presides over executive sessions. Committee meetings also include executive sessions presided over by the Chairs of the applicable Committees. Our Board, through its Nominating and Governance Committee, evaluates itself annually and feedback is discussed at meetings of the Nominating and Governance Committee and the Board. Workplace and Culture Our people are our most important asset. As we advance toward Lazard 2030, we are focused on cultivating a workplace that consistently enables excellence, collaboration, innovation, empowerment, and engagement. We strive to ensure that every colleague has the opportunity and support to contribute meaningfully, develop professionally, and build a rewarding career at the firm. A strong cultural foundation-one that is both commercial and collegial-is essential to achieving Lazard 2030. Our compensation models reflect and reinforce this philosophy. In our Financial Advisory business, the Managing Director compensation model is designed to reward being commercial and collegial, including by promoting collaboration and the sharing of insights, relationships, and opportunities across teams and geographies. In our Asset Management business, compensation is aligned with business performance and emphasizes teamwork, recognizing both individual and collective contributions to client outcomes and the firm's long-term success. Together, these principles guide how we work, how we lead, and how we develop talent, ensuring that our culture remains a differentiating strength for Lazard. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Advisory Vote on Approval of Executive Compensation ITEM 2 Consider a non-binding advisory vote regarding executive compensation. The Board Recommends a "VOTE FOR" this proposal. See page 51 Shareholder Feedback and Changes to Executive Compensation Design We place a high priority on maintaining constructive and ongoing dialogue with our shareholders, recognizing that their perspectives are essential to effective corporate governance and our long-term success. In addition to our customary spring engagement cycle conducted in connection with our 2025 Annual Meeting, in the fall of 2025 we undertook an additional "off-cycle" engagement effort to solicit additional perspectives from our shareholders. Through these discussions, which predominantly were led by members of our Compensation Committee, we obtained valuable feedback on the structure and alignment of our executive compensation program from a broad cross-section of our shareholder base. In response to the feedback, our Compensation Committee approved a series of substantial enhancements, which will be fully incorporated in 2026, designed to further strengthen our pay-for-performance alignment, reinforce transparency, and better reflect shareholder input. Although the enhancements could not be fully implemented for the 2025 program given the timing of our expanded engagement efforts, our Compensation Committee incorporated the goals, objectives, and related concepts from the 2026 plan into its 2025 compensation decisions. We remain committed to continuing our engagement with shareholders, and to the ongoing evaluation of our governance and compensation practices in light of evolving shareholder expectations and market developments. 2025 Shareholder Engagement SPRING Met with shareholders to discuss governance and compensation matters in connection with annual meeting Our 2025 Shareholder Engagement Outreach in 2025 - engaged with shareholders representing 67% of institutional shares in 22 meetings FALL Extensive outreach to and engagement with investors focused on changes to executive compensation program For more information on our expanded shareholder engagement, see pages 44-45. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information 2025 CEO Actual Pay Mix 2026 CHANGES: Firmwide scorecard includes quantitative indicators and qualitative barometers of success. CEO incentive compensation based on firmwide scorecard aligned to Lazard 2030 . Other NEO incentive compensation based 50% on firmwide scorecard and 50% on individual performance. Target compensation opportunity established for each NEO. Actual compensation generally subject to a maximum of 125% of target. Compensation delivered via mix of cash and long-term equity. CEO LTI delivered 50% in TSR- PIPRs and 50% PIPRs . TSR-PIPRs based on Lazard 3-year relative TSR versus S&P 1500. For more information on our 2026 NEO compensation program, see pages 75-76. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information 2025 CEO Compensation Outcomes The Compensation Committee approved an incentive compensation award for Mr. Orszag of $14.1 million, comprised of: Long-term incentive compensation valued at approximately $10.2 million (delivered 50% in TSR-PIPRs and 50% in PIPRs) An annual cash incentive bonus of approximately $3.9 million As a result, performance-based compensation awarded to Mr. Orszag constituted approximately 94% of his total compensation for 2025. This resulted in total compensation of $15 million. 2025 CEO COMPENSATION CONSIDERATIONS Under Mr. Orszag's leadership since becoming CEO in October 2023, Lazard has made tremendous progress. The firm is more than on pace to achieve our Lazard 2030 goals, and Mr. Orszag is continuing to build a solid foundation for sustainable future growth. The Compensation Committee considered the following specific examples of Mr. Orszag's accomplishments in determining his 2025 compensation: Financial performance improved vs. 2024 with adjusted net revenue increasing 5% and adjusted EPS increasing 4% Lazard has created significant shareholder value over Mr. Orszag's tenure as CEO with total shareholder return of 74% through the end of 2025, outpacing the S&P 1500, which returned 62% over the same period Efforts to transform the Financial Advisory and Asset Management businesses over the past two years are gaining traction, with Mr. Orszag actively engaged in recruiting top talent to both businesses, including new leadership in our asset management business and senior bankers in the advisory business Mr. Orszag has been prolific in promoting the firm and our people through intellectual leadership and client connectivity, helping to support our professionals across the globe in serving our clients and driving our adoption of artificial intelligence The Compensation Committee also recognized, however, that 2025 was a year of disciplined execution and significant investment in both businesses. These efforts are critical to achieving Lazard's long-term ambitions. Accordingly, the Committee concluded that it was appropriate for Mr. Orszag's compensation also to reflect the firm's focus on cost discipline and prudent management of firm resources. For further details, see 2025 NEO Compensation Decisions on page 70 . About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information ITEM Approval of Amendment of Certificate of Incorporation to 3 Declassify the Board of Directors We are asking shareholders to approve an amendment to our Certificate of Incorporation to declassify the Board. The Board Recommends a "VOTE FOR" this proposal. See page 92 Our Certificate of Incorporation currently provides for a classified Board, divided into three classes of directors, with each class elected for a three-year term. After considering feedback from our shareholders and the advantages and disadvantages of declassification, 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. This will result in a fully declassified Board by the 2029 Annual Meeting of Shareholders. ITEM 4 Approval of Amendment of 2018 Incentive Compensation Plan We are asking shareholders to approve the amendment of the Lazard, Inc. 2018 Incentive Compensation Plan, as amended (2018 Plan), to increase the maximum aggregate number of shares of Lazard common stock reserved and available for issuance for awards pursuant to the plan by 25 million. The Board Recommends a "VOTE FOR" this proposal. See page 96 The amendment ensures our ability to continue our practice of delivering a portion of our annual incentive compensation in multi-year vesting equity awards rather than current cash for a broad group of employees. The ability to grant such awards is crucial to recruiting, retaining, and motivating high-caliber individuals dedicated to our long-term growth and success. Equity compensation is a key part of our culture, not just at senior levels but throughout the Company. We believe equity-based compensation is critical for directly aligning the interests of our employees with those of our shareholders and cultivating a strong commitment by our employees to continue to drive shareholder value. Our shareholders have consistently expressed support for our use of equity-based compensation, recognizing its importance in driving sustainable value creation and reinforcing a shared commitment to our long-term performance. ITEM 5 Ratification of Appointment of Independent Registered Public Accounting Firm We are asking shareholders to ratify the Audit Committee's selection of Deloitte & Touche LLP as our independent registered public accounting firm for the 2026 fiscal year. The Board Recommends a "VOTE FOR" this proposal. See page 106 Deloitte & Touche LLP has served as our independent auditor since 2000, and the Board and the Audit Committee believe it is in the best interests of the Company and its shareholders to continue to retain Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026. Deloitte & Touche LLP is an independent auditing firm with the required knowledge and experience to audit our financial statements effectively. ITEM 1 Election of Directors 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 2029 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. Votes "withheld" 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 Nominating and Governance Committee will review the outcome and make a determination as to the acceptance or rejection of such resignation. See Majority Vote Policy on page 32. The following section contains information provided by the nominees and continuing directors about their principal occupation, business experience and other matters. Mr. Orszag and Mmes. Jarrard and Knobloch, each of whom are nominated for election to our Board, are current directors of the Company. Each nominee has informed 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. The Board Recommends "VOTE FOR" all Director Nominees. Governance About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Director Skills, Qualifications, and Experience Skills and Qualifications The Nominating and Governance Committee, with input from management, has identified a set of skills, qualifications, and experience that it believes are important to be represented on the Board to enable robust and effective oversight of the Company's business, risk profile, and long-term strategy. The chart below highlights these skills and qualifications and illustrates how the Board's collective experience supports its oversight of management and the development, refinement, and execution of Lazard 2030: Skill or Qualification Criteria Link to Lazard 2030 Strategy Artificial Intelligence and Technology Experience Have led technology-enabled or AI-driven businesses or platforms, including data and analytics or digital transformation initiatives in complex or regulated environments Advances Lazard 2030's goal to be a leading AI-enabled advisory and asset manager, using technology to drive productivity and margin improvement Cybersecurity Expertise Have executive-level responsibility for cybersecurity, data privacy or technology risk management in large, complex organizations Strengthens oversight of cyber and data risks associated with digital tools, underpinning client trust and resilient growth Government or Geopolitical Expertise Have held senior roles in government, public policy or sovereign advisory, or regularly advise on geopolitical and regulatory matters affecting businesses and capital markets Aligns with Lazard 2030's focus on combining business and geopolitical insight and expanding our contextual alpha capability to enhance client relevance Human Capital Expertise Have led human capital, talent, culture or large people-intensive organizations, with experience in executive compensation, succession, and talent management Advances Lazard 2030's cultural priorities of being "commercial and collegial" and developing AI-enabled talent across a modern, global workplace International Exposure/Emerging Market Experience Have significant leadership or board experience in multiple regions, including Europe and key emerging markets, with exposure to cross-border transactions and related geopolitical and regulatory risks Supports expansion of Lazard's global footprint and relevance across North America, Europe and high-growth regions, while managing cross-border and emerging-market risk Investment Experience Have served as investment professionals or fiduciaries responsible for portfolio construction, asset allocation and risk-adjusted performance across public and private market strategies, including ETFs and wealth solutions Enhances oversight of AUM growth, product innovation and enhanced distribution efforts envisioned in Lazard 2030 About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Skill or Qualification Criteria Link to Lazard 2030 Strategy Oversight/Risk Have substantial experience overseeing Management enterprise risk, audit, compliance or Expertise financial reporting, including as audit committee members or leaders of control functions Supports disciplined execution of Lazard 2030's financial targets, including compensation and non-compensation ratios, leverage and capital allocation priorities Senior Leadership Are or have been CEOs, presidents, Experience C-suite executives, senior partners or business unit leaders with broad responsibility for strategy, finance, operations and talent at scale Provides large-scale leadership experience relevant to transforming Lazard's businesses and achieving its 2030 revenue, relevance and return goals Strategy and Financial Are current or former senior leaders or Experience advisers at complex financial institutions or public companies with significant experience in corporate strategy, M&A, capital allocation and long-term value creation Supports Board oversight of doubling firm-wide revenue and improving TSR through disciplined capital allocation and profitable growth About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Jarrard Knobloch Orszag Achleitner Alper Howe Jr. Harrison Schulman Shevelenko The following matrix highlights the specific skills and qualifications that our Board views as most important in light of Lazard's business, risk profile and long-term strategy, including Lazard 2030. Additional information on the business experience and other qualifications of each director is included in the director biographies below. Each director also contributes other important skills, expertise, experience, viewpoints and personal attributes to our Board that are not reflected in the matrix. Artificial Intelligence and Technology Experience Cybersecurity Expertise Government and Geopolitical Expertise Human Capital Expertise International Exposure and Emerging Market Experience Investment Experience Oversight and Risk Management Expertise Senior Leadership Experience Strategy and Financial Experience Director Demographics The Board strives to maintain an appropriate mix of age, tenure, and other demographics Age Tenure Demographics 89% 33% 33% 1 < 50 Years 4 51-60 Years 4 61-70 Years 5 0-3 Years 2 4-7 Years 1 8-10 Years 1 >10 Years 8 Independent 3 Women 3 Non-U.S. Citizen About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Director Biographies Michelle Jarrard Independent Director Age: 58 years Director since: January 2017 Committees: Compensation Workplace and Culture (Chair) Nominees for Election as Directors for Three-Year Terms Expiring in 2029 Key Skills & Qualifications Ms. Jarrard was selected to be a director of Lazard because of her experience serving in senior leadership positions, including human capital development positions, within a major professional services firm. Senior leadership experience from 25 years at McKinsey, including service on the Global Operating Committee. Deep human capital and organizational development expertise, including talent strategy, compensation, and diversity initiatives. Public company board governance experience in multiple industries, including financial services and consumer-facing businesses. Career Highlights Ms. Jarrard is a former Senior Partner of McKinsey & Company, where she held multiple senior leadership roles during her 25-year career, including as Global Chief HR and Talent Officer from 2007 until her retirement in January 2016. She was a member of McKinsey's Global Operating Committee, with responsibilities including: People Strategy; Talent Acquisition and Development; Learning; Partner Compensation & Evaluation; Diversity; HR Analytics, Policies & Risk; and Internal Communications. Ms. Jarrard serves as CEO of, and also serves on the board of directors of, BioCircuit Technologies, an early-stage medical device company in the field of neuromodulation and nerve repair. From January 2016 to August 2018, Ms. Jarrard was a Managing Director of the GRA Venture Fund, LLC, a private investment fund providing early-stage capital to Georgia-based technology companies. Ms. Jarrard is director of Inspire Brands and a former director of Crawford & Company where she served as Board Chair and Compensation Committee Chair. She earned her MBA from Harvard Business School and a Bachelor's Degree in Industrial Engineering from the Georgia Institute of Technology. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Key Skills & Qualifications Ms. Knobloch was selected to be a director of Lazard because of her Continental European perspective from her leadership positions in multi-national businesses, and her experience in strategy, digital media, and emerging markets. Extensive leadership experience across media, entertainment, and hospitality, including senior roles at WarnerMedia and as President of the Cannes Film Festival. Strong international perspective from executive and board roles at multinational companies in Europe and the United States. Strategic digital and growth experience, including sponsorship of digital media and emerging market initiatives. Iris Knobloch Independent Director Age: 63 years Director since: April 2018 Committees: Compensation Nominating and Governance (Chair) Career Highlights Ms. Knobloch is Chair and President of the Cannes Film Festival. She is also the Chairman of the Board of Directors of Deezer, the Vice Chairman and Lead Independent Director of the board of directors of AccorHotels, a member of the board of directors of Vail Resorts, Inc., and a governor of the American Hospital in Paris. She was Chairwoman and CEO of I2PO, a Special Purpose Acquisition Company, which successfully listed the music streaming platform Deezer on the Paris Stock Exchange in 2022. Ms. Knobloch was a senior executive with WarnerMedia and its predecessor companies from 1996 to 2021, most recently as President of WarnerMedia in France, Germany, the Benelux, Austria and Switzerland. Before that, Ms. Knobloch was in charge of Time Warner's International Relations and Strategic Policy for Europe. Previously, Ms. Knobloch was an attorney with Norr, Stiefenhofer & Lutz and with O'Melveny & Myers in Munich, New York and Los Angeles. Ms. Knobloch was a member of the board of directors of LVMH Moët Hennessy Louis Vuitton from April 2019 to July 2021 and a member of the board of directors of Central European Media Enterprises from April 2014 to June 2018. Ms. Knobloch received a J.D. degree from Ludwig-Maximilians-Universitaet and an L.L.M. degree from New York University. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Key Skills & Qualifications Mr. Orszag was selected as CEO and Chairman of Lazard based on his vision, intellect and dynamism, his successful career in prior senior leadership roles at Lazard and elsewhere, his thought leadership, and his proven abilities in leading large organizations and in attracting and motivating top talent. Proven leadership of complex financial organizations. Significant financial and deal-making expertise and ability to integrate financial analyses with regulatory, geopolitical, and other factors. High-level government and policy experience from service as Director of the Office of Management and Budget and the Congressional Budget Office. Peter R. Orszag CEO and Chairman Age: 57 years Director since: October 2023 Career Highlights Mr. Orszag is CEO and Chairman of Lazard. He has led the firm and been a Board Director since October 2023. He previously served as Chief Executive Officer of Financial Advisory from June 2019 until September 2023. Prior to that he was Lazard's Head of North American Mergers & Acquisitions since July 2018 and Global Co-Head of Healthcare since November 2016. Mr. Orszag joined Lazard in May 2016 as a Vice Chairman of Investment Banking from Citigroup, where he was Vice Chairman of Corporate and Investment Banking and Chairman of the Financial Strategy and Solutions Group from January 2011 to February 2016. Mr. Orszag served as the Director of the Office of Management and Budget in the Obama Administration from January 2009 to July 2010, and was the Director of the Congressional Budget Office from January 2007 to December 2008. Mr. Orszag holds a Ph.D. in economics and is a member of the Board of Directors of the Peterson Institute for International Economics and the Mt. Sinai Medical Center and is a member of the National Academy of Medicine. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Ann-Kristin Achleitner Independent Director Age: 60 years Director since: April 2021 Committees: Audit Nominating and Governance Directors Continuing in Office (Terms Expiring in 2027) Key Skills & Qualifications Dr. Achleitner was selected to be a director of Lazard because of her broad and substantial experience across the financial industry, including as an internationally recognized leader in entrepreneurship finance. Recognized expertise in entrepreneurial finance and capital markets through a long academic and advisory career. Broad board and governance experience at global industrial, logistics, and financial companies. International policy and advisory background through service on governmental and supranational commissions. Career Highlights Dr. Achleitner has spent over thirty years as an economist and educator. Dr. Achleitner is a Distinguished Affiliated Professor at the Technical University of Munich (TUM), where she held the Chair of Entrepreneurial Finance between 2001 and 2020, and at the European School of Management and Technology (ESMT) in Berlin. An accomplished academic with multiple honors and publications, Dr. Achleitner now acts primarily as a non-executive board director and venture investor. Dr. Achleitner currently sits on the Linde board of directors, is a member of the Supervisory Board of Deutsche Post (DHL Group), and is Vice-Chair of the Investment and Innovation Advisory Board of the German Federal Ministry of Finance. Dr. Achleitner is also a member of several boards of nonpublic institutions and foundations such as the Institute for Advanced Studies (Princeton) and the German National Academy of Science and Engineering (acatech), where she is Vice President. Previously, Dr. Achleitner served as a member of the Supervisory Board of MunichRE from 2013 until 2024, the board of directors of Deutsche Börse from 2016 until 2019 and was a member of the board of directors of Engie from 2012 until 2019. Dr. Achleitner received her doctorates in business administration as well as law from the University of St. Gallen (HSG) in Switzerland. After a brief career as a management consultant with McKinsey, Dr. Achleitner held the Chair of Banking and Finance at the European Business School (EBS) in Oestrich-Winkel, Germany from 1995 to 2001. Dr. Achleitner has served on multiple commissions for the German, Bavarian and Swiss governments, as well as for the EU commission and various World Economic Forum groupings. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Key Skills & Qualifications Mr. Alper was selected to be a director of Lazard because of his extensive experience with the financial and operational aspects of businesses that are comparable to Lazard, as well as his background and experience in government service. Substantial investment banking and financial experience from two decades at Goldman Sachs, including senior leadership roles. Public sector economic development and infrastructure experience from leadership roles in New York City government. Longstanding nonprofit and educational board service in higher education and healthcare. Andrew M. Alper Independent Director Age: 68 years Director since: October 2012 Committees: Audit Compensation (Chair) Career Highlights Mr. Alper serves as Chairman of Alper Investments, Inc. From October 2006 to January 2013, Mr. Alper served as the Chairman and Chief Executive Officer of EQA Partners, LP, a limited partnership engaged in a global macro strategy. From February 2002 to June 2006, Mr. Alper served as President of the New York City Economic Development Corporation and Chairman of the New York City Industrial Development Agency, appointed to both positions by Mayor Michael Bloomberg. Prior to that, Mr. Alper spent 21 years in the Investment Banking Division of Goldman, Sachs & Co., where he was Chief Operating Officer of the Investment Banking Division from 1997 to 2000. Mr. Alper was co-head of the Financial Institutions Group of the Investment Banking Division of Goldman, Sachs & Co. from 1994 to 1997. Mr. Alper is a member of the board of trustees of the University of Chicago and served as its Chairman from June 2009 until May 2015. Mr. Alper also serves as a trustee of the University of Chicago Medical Center and the Mount Sinai Medical Center in New York. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Key Skills & Qualifications Mr. Howe was selected to be a director of Lazard because of his broad business leadership experience, his extensive audit and accounting background, and his experience advising and participating in public company governance and reporting. Extensive audit and accounting experience, including more than 35 years at Ernst & Young ("EY"). Senior firm leadership experience as U.S. Chairman, U.S. Managing Partner and Americas Area Managing Partner of EY. Strong governance and regulatory insight from board-level engagement with public company reporting and oversight. Stephen R. Howe Jr. Independent Director Age: 64 years Director since: February 2024 Committees: Audit (Chair) Workplace and Culture Career Highlights Mr. Howe served as U.S. Chairman (2012-2018) and U.S. Managing Partner and Americas Area Managing Partner (2006-18) of EY and was a member of EY's Global Executive Board from 2006 until his retirement in 2018. In these roles, Mr. Howe directed strategy and operations for EY's businesses of over 75,000 people, delivering professional services across all industry sectors. While leading EY, Mr. Howe also gained extensive board governance and regulatory experience. Since 2019, Mr. Howe has been a member of the Board of Directors of Royal Caribbean Cruises Ltd, where he serves as chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Mr. Howe is also a member of the Board of the Peterson Institute for International Economics and the Board of Trustees (Chairman) of the Liberty Science Center. Mr. Howe was previously a member of the boards of Colgate University, Carnegie Hall, the Partnership for New York City, the Center for Audit Quality, and the Financial Accounting Foundation. About Proxy Item 1 - Corporate Item 2 - Item 3 - Item 4 - Incentive Item 5 - Ratification Stock General Lazard Summary Election of Governance Executive Declassification of Compensation of Independent Ownership Information Directors Compensation Board Plan Auditors Information Peter Harrison Independent Director Age: 60 years Director since: March 2025 Committees: Audit Workplace and Culture Directors Continuing in Office (Terms Expiring in 2028) Key Skills & Qualifications Mr. Harrison was selected to be a director of Lazard because of his extensive experience within the financial services and investment management industry. Long-tenured investment management and asset management leadership, including service as CEO of Schroders. Deep global markets and capital allocation expertise developed across multiple leading financial institutions. Active industry and policy engagement through roles with UK and international market-focused organizations. Career Highlights Mr. Harrison served as Chief Executive Officer of Schroders ("Schroders") plc from April 2016 to November 2024. He was appointed to the Board of Schroders in May 2014. Previously he was Global Head of Investment. Before joining Schroders, Mr. Harrison was Chairman and CEO of RWC Partners. From 2004 to 2006, he was Global Chief Investment Officer of Deutsche Bank's various asset management businesses. Peter began his career at Schroders, and later spent time at Newton Investment Management and Flemings/JP Morgan as a Portfolio Manager. Mr. Harrison is a member of the UK Treasury's Asset Management Taskforce, the board of the UK Investment Association (which he previously chaired) and the UK Capital Markets Industry Taskforce. He is currently serving a three-year term (concluding in 2027) as Chair of Business in the Community, the King's responsible business charity. Mr. Harrison was appointed to the Board of Directors of Marsh Inc. in February 2026. He also serves on the Board of Directors of FCLT Global (the non-profit association dedicated to focusing capital on the long term), and he sits on the advisory boards of venture capital firm Antler and the Harvard University Impact Board.