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Notice of Annual

Meeting and

Proxy Statement

LOGO

2023 Annual General Meeting of Shareholders

LOGO


		NOTICE OF 2023 ANNUAL GENERAL MEETING OF SHAREHOLDERS

		Date:		April 27, 2023

		Time:		9:00 a.m. Bermuda time (8:00 a.m. Eastern Daylight Time)

		Place:		Rosewood Tucker’s Point Hotel 60 Tucker’s Point Drive Hamilton Parish, HS 02, Bermuda

		The Notice of Meeting, Proxy Statement and Annual Report on Form 10-K are available free of charge at www.lazard.com/investorrelations/

Items of Business

1.	Election of three directors to our Board of Directors for a three-year term expiring at the conclusion of the Company’s annual general meeting in 2026;

2.	Consideration of a non-binding advisory vote regarding executive compensation;

3.	Consideration of a non-binding advisory vote regarding the frequency of the advisory vote on executive compensation;

4.	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration; and

5.	Consideration of any other matters that may properly be brought before the meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on March 21, 2023 may vote by attending the meeting or by proxy at the meeting or any adjournment or postponement thereof.

Proxy Statement and Other Materials

The Proxy Statement is being first sent to shareholders on or about March 22, 2023, together with a copy of the Company’s 2022 Annual Report, which includes financial statements for the period ended December 31, 2022 and the related independent auditor’s reports. Those financial statements will be presented at the meeting.

Your vote is important. Please exercise your shareholder right to vote.

By order of the Board of Directors,

Scott D. Hoffman

Chief Administrative Officer, General Counsel

and Secretary

TABLE OF CONTENTS


Proxy Statement Summary			1

Voting Matters and Board Recommendations			1

2022 Financial Highlights			1

Corporate Governance Highlights			2

Shareholder Engagement and Corporate Sustainability Highlights			5

Executive Compensation Highlights			7

Item 1 Election of Directors			9

Information About the Director Nominees and Continuing Directors			10

Majority Vote Policy			13

Information Regarding the Board of Directors and Corporate Governance			14

Leadership Structure			14

Shareholder Engagement			16

Shareholder Feedback on Executive Compensation			17

Corporate Sustainability Report			19

Board Committees			20

Risk Oversight			22

Code of Business Conduct and Ethics			22

Communications with the Board			22

Board Evaluation Process			23

Policy on Director Qualifications and Nomination Process			24

Director Independence			25

Director Compensation for 2022			25

Beneficial Owners of More Than 5% of Our Common Stock			27

Beneficial Ownership of Directors and Executive Officers			28


Item 2 An Advisory Vote Regarding Executive Compensation			29

Compensation Discussion and Analysis			29

2022 Business Strategy and Performance Highlights			29

Selected 2022 Compensation Highlights			31

Key Enhancements and Refinements to Our Compensation Program			33

Our Compensation Philosophy and Objectives			34

2022 Compensation for Each of Our NEOs—Compensation Process			44

CEO Pay Ratio			71

Certain Relationships and Related Transactions			71

Item 3 Advisory Vote Regarding the Frequency of the Advisory Vote On Executive Compensation			74

Item 4 Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2023			75

Item 5 Shareholder Proposals and Nominations for the 2024 Annual Meeting			77

General Information			78

Annex A Standards of Director Independence			A-1

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement or in our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2022, or the 2022 Annual Report. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement carefully before voting. In this Proxy Statement, the terms “we”, “our”, “us”, the “firm”, “Lazard” or the “Company” refer to Lazard Ltd and its subsidiaries, including Lazard Group LLC.

Voting Matters and Board Recommendations

The following table summarizes the matters to be voted upon at our 2023 Annual General Meeting of Shareholders and the Board of Directors’ voting recommendations with respect to each matter.


Agenda Item	Matter	Board Recommendation
Item 1	Election of three directors to our Board of Directors for a three-year term expiring at the conclusion of the Company’s annual general meeting in 2026	VOTE FOR
Item 2	Consideration of a non-binding advisory vote regarding executive compensation	VOTE FOR
Item 3	Consideration of a non-binding advisory vote regarding the frequency of the advisory vote on executive compensation	VOTE FOR ANNUAL FREQUENCY
Item 4	Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023 and authorization of the Company’s Board of Directors, acting by its Audit Committee, to set their remuneration	VOTE FOR

2022 Financial Highlights



OPERATING REVENUE	AWARDED COMPENSATION RATIO	OPERATING MARGIN, AWARDED BASIS
$2,769M Operating revenue reflects second-highest performance in the firm’s history	63.8% Cost discipline with consistent deferral policy	17.4% Focus on profitability while increasing investment for growth

RETURN OF CAPITAL	NET INCOME, AS ADJUSTED	ADJUSTED EARNINGS PER SHARE, DILUTED
$936M Demonstrates long-term commitment to shareholder value creation and record return of capital	$384M Demonstrated profitability through the cycle	$3.73 Average shares outstanding reduced 10% from 2021

For definitions of the financial measures used above, see endnotes to the section titled “Compensation Discussion and Analysis”, which are located on page 56 of this Proxy Statement.

Page 1

Proxy Statement Summary | Corporate Governance Highlights

Corporate Governance Highlights

We are committed to the highest standards of corporate governance that serve the best interests of our Company and stakeholders, and to active engagement 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.


Independent Board		• Eight of our nine current directors are independent (seven of eight directors will be independent following the 2023 Annual General Meeting) • All Committees of the Board of Directors, or the Board, are comprised entirely of independent directors
Strong Independent Lead Director		• Active Lead Independent Director with expansive responsibilities • Selected by independent directors
Diverse and Engaged Board		• Diverse and international Board in terms of gender, ethnicity and nationality; half of our current independent directors are women • Wide array of qualifications, skills and attributes to the Board, supporting its oversight role on behalf of shareholders • Overall attendance by our current directors at Board and Committee meetings averaged over 96% in 2022 • Annual Board and Committee evaluations and self-assessments
Executive Sessions		• Independent directors meet regularly without management present
Succession Planning		• Board takes an active role in succession planning • Succession and executive development are discussed with the Chief Executive Officer, or CEO, as well as without the CEO present in executive sessions • Directors meet with senior managers who are not Named Executive Officers, or NEOs
Term Limit Policy and Continued Board Refreshment		• Independent directors are limited to serving four complete terms, in addition to any partial term • Five new independent directors nominated or appointed over the last seven years
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, further aligning the performance of our NEOs to shareholder success
Equity Ownership		• Significant portion of senior management’s compensation is paid in deferred equity to continue to incentivize and align interests with the strategic and sustainable goals of the Company • Majority of director compensation is paid in deferred stock units which remain invested in the Company until the director leaves the Board
Accountability		• Majority voting policy for directors in uncontested elections • No 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 2

Proxy Statement Summary | Corporate Governance Highlights

Our Board of Directors and Its Committees


	Committees of the Board of Directors

Board of Directors	Audit	Compensation	Nominating & Governance	Workplace and Culture

Ann-Kristin Achleitner (Independent)

Andrew M. Alper (Independent)		Chair

Richard N. Haass (Independent)

Kenneth M. Jacobs (Chairman and CEO)

Michelle Jarrard (Independent)

Iris Knobloch (Independent)			Chair

Philip A. Laskawy (Independent)	Chair⁽¹⁾

Jane L. Mendillo (Independent)	⁽¹⁾

Richard D. Parsons (Lead Independent Director)				Chair

(1)	In accordance with the Board’s policy on term limits for independent directors, as summarized in “Proxy Statement Summary—Corporate Governance Highlights”, Mr. Laskawy is not standing for reelection and his term on the Board will expire at the conclusion of the 2023 Annual General Meeting.

Our Leadership Structure

•

Kenneth M. Jacobs serves as Chairman of our Board of Directors and CEO. Richard D. Parsons serves as our Board’s Lead Independent Director, or Lead Director. This leadership structure provides:

◾

unified leadership and focused vision;

◾

effective leadership in light of the nature of the Company and its experience and history; and

◾

fluid communication and coordination between the Board and management.

•

Our Lead Director, working with our other independent directors:

◾

provides active oversight of the development and implementation of the Company’s strategy;

◾

provides thorough oversight and evaluation of CEO and senior management performance and compensation, and has regular discussions with our CEO about the Company and its strategy; and

◾

reviews and approves Board meeting schedules and agendas.

Page 3

Proxy Statement Summary | Corporate Governance Highlights

Board Independence

•

Our Board has determined that eight of our Board’s nine current members (representing 89% of our Board’s current members), including our Lead Director, are independent under the listing standards of the New York Stock Exchange, or the NYSE, and our own Standards of Director Independence. After the 2023 Annual General Meeting, assuming the election of the directors nominated for election, seven of our Board’s eight members will be independent.

•

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 and approves meeting schedules and agendas for their relevant Committee.

•

Executive sessions of our Board follow regularly scheduled Board meetings, and our Lead Director presides over executive sessions.

•

Many meetings of the Board’s Committees also include executive sessions, and the Chair of the applicable Committee presides over those executive sessions.

•

Our Board, through its Nominating & Governance Committee, evaluates itself annually and feedback is discussed at meetings of the Nominating & Governance Committee and the Board.

Workplace and Culture

•

Our people are our most important asset and we strive to create a culture that fosters excellence, collaboration, innovation, empowerment, inclusion and engagement.

•

In 2018, we established the Workplace and Culture Committee of our Board of Directors to prioritize attracting, motivating and retaining talented people; to foster productivity and professional and personal development; to value diversity, equity and inclusion and to encourage our people to engage with each other and their communities.

•

We support diverse perspectives through employee affinity groups, which provide valuable insight and education programs to strengthen our inclusive culture, support career development and extend networking across the firm and professional levels. Resources include:


Asian Alliance Network	Lazard Plus	Lazard Veteran’s Network

Black & African American Employee Network	Lazard Proud Lazard Somos Lazard SPEAK	Lazard Women’s Leadership Network
Lazard Family Network		LEAD
Lazard Green

•

For the second year in a row, Lazard ranked #5 in the 2023 Vault Banking 25 survey that assesses the best places to work for investment banking professionals in North America. In 2023, JUST Capital ranked Lazard #14 in the capital markets industry, including ranking #4 in the industry for both diversity, equity and inclusion and climate change issues.

Page 4

Proxy Statement Summary | Shareholder Engagement and Corporate Sustainability Highlights

Shareholder Engagement and Corporate Sustainability Highlights

Shareholder Engagement

•

We highly value the perspectives of our stakeholders and proactively engage throughout the year.

•

In 2022, we hosted meetings with approximately 80% of active institutional shareholders, based on reported holdings.

•

We prioritize long-term value creation and return of excess capital to shareholders through a flexible capital allocation strategy, while retaining sufficient capital for operating needs.

•

We believe we have had a strong pay for performance compensation program with rigorous quantitative metrics and our employees hold a significant portion, approximately 25%, of fully diluted shares outstanding; we plan to meet with shareholders to help us further improve our program.

•

We assess feedback from our stakeholders and continually enhance dialogue and reporting of pertinent investor information.

Corporate Sustainability

•

We believe that the commitment to sustainability starts at the top – our Board has oversight responsibility for our global culture and sustainability efforts, while management provides senior-level input and review and strategic execution of our initiatives.

•

Our Nominating and Governance Committee has explicit responsibility for evaluating environmental, social and governance factors which arise in the operation of our business and, at its discretion, allocates key priorities to the Audit, Compensation and Workplace and Culture Committees for collaboration and review.

•

Our annual Corporate Sustainability Report, or CSR, addresses environmental, social and governance (ESG) topics important to our stakeholders and to our business. Key pillars to our CSR include:

◾

Our People and Culture;

◾

Sustainable Business;

◾

Business Ethics;

◾

Leadership & Governance; and

◾

Environmental Sustainability.

•

Additional sustainability initiatives include:

◾

Voluntary disclosures responding to the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) frameworks;

◾

Our commitment to the Net Zero Asset Managers initiative to work in partnership with asset owner clients in developing decarbonization goals; and

◾

Our firm-wide initiative, Lazard Climate Center, which analyzes financial impacts of climate change and the energy transition on companies and markets.

•

Enhancing our ESG performance is a part of our long-term strategy, our operations and our values. Our focus on ESG topics includes:

◾

Evaluating environmental risks and opportunities in our investments and strategic advice;

Page 5

Proxy Statement Summary | Shareholder Engagement and Corporate Sustainability Highlights

◾

Continuing to foster our culture of excellence, including a rigorous approach to responsible business principles, education and training;

◾

Increasing our focus on diversity, inclusion and equality, including targeted metrics to increase our diversity profile firm-wide; and

◾

Leading with integrity and engaging with our stakeholders.

•

Our pledge to the CEO Action for Diversity & Inclusion reaffirms our commitment to building a stronger and more diverse workforce, and expanding mentorship and allyship. Our people are instrumental to our ability to achieve sustainable growth.

•

Our commitment to the United Nations Global Compact, the world’s largest corporate sustainability initiative, solidifies our alignment with the ten principles addressing human rights, labor, environment and anti-corruption.

•

Our partnership with New Visions for Public Schools is one of the initiatives through which we support our community. Over a two-year program, the Lazard New Visions Academy provides public high school students from under-resourced communities access to post-secondary readiness opportunities, financial literacy skills and professional capital. Since 2021, the Lazard New Visions Academy engaged 158 employee volunteers and served over 500 students across New York City.

Page 6

Proxy Statement Summary | Executive Compensation Highlights

Executive Compensation Highlights

We encourage our shareholders to review the section titled “Compensation Discussion and Analysis” below for a comprehensive discussion of our executive compensation for 2022.

Our Compensation Philosophy

✓	Retain and Attract Talented Individuals

✓	Pay for Performance

✓	Pay with Long-Term, Forward-Looking Equity Awards

✓	Pay with Performance-Based, “At-Risk” Awards

✓

Structured Decision-Making Process

✓

Commitment to Compensation Governance

✓

Maintain Compensation Discipline

✓

Consistency on Deferred Compensation

Our NEO Compensation Program Design


Fixed Compensation	Base Salary	Salary for Most Recent Fiscal Year
Performance-based Compensation	Incentive Compensation	Determined based on the Compensation Committee’s assessment of Company, business segment (for the CEOs of Asset Management and Financial Advisory) and individual performance during the fiscal year and, in the case of the CEO, his performance in reference to goals and objectives set during the year. Incentive compensation is typically delivered in a mix of cash and equity. We delivered 100% of incentive compensation awarded in 2023 in respect of 2022 compensation in the form of equity awards subject to a three-year service vesting condition

Our CEO’s 2022 Compensation


Fixed Compensation	Base Salary	$	900,000	10% of Total Compensation
Performance-based Compensation	Equity Awards	$	8,350,000	90% of Total Compensation

Our CEO’s 2022 Compensation Mix

LOGO

Our CEO’s 2022 total compensation decreased 30% compared to 2021, and the cash portion of our CEO’s incentive compensation decreased more than 77% compared to 2021, each of which exceed the 12% decline in operating revenue from 2021 and the 26% decline in earnings per share from 2021, demonstrating that our CEO’s compensation is reflective of Lazard’s performance. Additionally, we delivered 100% of our CEO’s 2022 awarded compensation in equity awards that vest over three years, maintaining the alignment between our CEO and our shareholders.

Page 7

Proxy Statement Summary | Executive Compensation Highlights

Compensation Committee Considerations for Our CEO’s 2022 Compensation

Our Compensation Committee considered the following factors in determining our CEO’s total compensation for 2022:

•

our financial performance in 2022, as reflected in the 2022 financial highlights described above, in the context of challenging global macroeconomic conditions;

•

our 2022 financial performance relative to our record financial performance in 2021;

•

the continued achievement of our financial goals described in this Proxy Statement;

•

our CEO’s management of business operations through the global health crisis, including his leadership in implementing a sustainable remote work environment necessary to address the changing work landscape, demonstrating the value of the Company’s significant prior investments in technology infrastructure;

•

through our CEO’s leadership, the Company’s continued cultivation of a workplace culture that fosters productivity and professional and personal development, and promotes inclusion, diversity, equality and allyship, including the appointment of a firm-wide diversity, equality and inclusion senior manager, a commitment to increase diversity across the firm by 2026 (including by increasing the representation of women on our leadership team), and support of employee resource groups dedicated to enhancing education and community within our firm;

•

our CEO’s continued conceptualization of Lazard’s plan for growth, and his oversight of progress with regard to that plan;

•

our CEO’s continued support of expanded ESG efforts through the appointment of our head of corporate sustainability, the expanded oversight of environmental, social and governance priorities through our Nominating and Governance Committee, and the publication of voluntary disclosures in our CSR, SASB and TCFD publications;

•

our continued active communication with shareholders and the analyst community regarding our strategic plan, initiatives for profitable and sustainable growth and dedication to strengthening our outreach efforts and enhancing investor awareness of the Company’s business model, strategic objectives and accomplishments;

•

our CEO’s individual contributions toward client relationships and activities in support of our Financial Advisory business;

•

our CEO’s active role in continuing to develop senior leaders and succession planning and, in that regard, seamlessly putting in place a new leadership structure in our Asset Management business, successfully recruiting and transitioning our new CFO and addressing the retirement of a long-time member of senior management;

•

our CEO’s active role in the recruitment of key professionals across our businesses and the development of new investment strategies in our Asset Management business; and

•

our CEO’s leadership in maintaining and fostering a culture of cost discipline throughout the firm, reaffirming our commitment to cost control.

Page 8

ITEM 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Members of each class serve for a three-year term. Shareholders elect one class of directors at each annual general meeting. At this annual general meeting, shareholders will vote on the election of the three nominees described below for a term ending at the 2026 annual general meeting.

The following section contains information provided by the nominees and continuing directors about their principal occupation, business experience and other matters. Mr. Jacobs, Ms. Jarrard and Ms. Knobloch 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. In accordance with the Board’s policy on term limits for independent directors, Mr. Laskawy is not standing for reelection and his term on the Board will expire at the conclusion of the 2023 Annual General Meeting.

Director Attributes Anticipated Following Our 2023 Annual General Meeting

LOGO

BOARD OF DIRECTORS’ RECOMMENDATION

The Board of Directors recommends a vote FOR the election of each nominee listed below.

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

Page 9

Item 1: Election of Directors | Nominees for Election

Information About the Director Nominees and Continuing Directors

Nominees for Election as Directors for a Three-Year Term Expiring in 2026

Kenneth M. Jacobs

LOGO

Age: 64 years

Executive Director

Director since November 2009

Kenneth M. Jacobs has served as Chairman of the Board of Directors and Chief Executive Officer of Lazard Ltd and Lazard Group since November 2009. Mr. Jacobs has served as a Managing Director of Lazard since 1991 and had been a Deputy Chairman of Lazard from January 2002 until November 2009. Mr. Jacobs also served as Chief Executive Officer of Lazard North America from January 2002 until November 2009. Mr. Jacobs initially joined Lazard in 1988. Mr. Jacobs is a member of the Board of Trustees of the University of Chicago and the Brookings Institution. Mr. Jacobs earned an MBA from the Stanford University Graduate School of Business and a Bachelor’s Degree in Economics at the University of Chicago.

Qualifications: Mr. Jacobs was selected to be the Chairman and Chief Executive Officer of Lazard because of his vision, intellect and dynamism, his proven track record of creativity in building new businesses, and his skills as a trusted advisor, collaborator and team leader.

Michelle Jarrard

LOGO

Age: 55 years

Independent Director

Director since January 2017

Committees:

• Compensation

• Workplace and Culture

Michelle 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 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 the non-executive board chair of Crawford & Company and a director of Inspire Brands. She earned her MBA from Harvard Business School and a Bachelor’s Degree in Industrial Engineering from the Georgia Institute of Technology.

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.

Iris Knobloch

LOGO

Age: 60 years

Independent Director

Director since April 2018

Committees:

• Compensation

• Nominating and Governance (Chair)

Iris Knobloch is Chairwoman of Deezer, a publicly traded company on EuroNext Paris that merged with the special purpose acquisition company, I2PO, for which Ms. Knobloch served as Chairwoman and Chief Executive Officer, in July 2022. Deezer is a French music streaming service. Ms. Knobloch is also the Vice Chairman and Lead Independent Director of the board of directors of AccorHotels and is a governor of the American Hospital in Paris. 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.

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.

Page 10

Item 1: Election of Directors | Nominees for Election

Directors Continuing in Office

(Term Expiring in 2024)

Ann-Kristin Achleitner

LOGO

Age: 57 years

Independent Director

Director since April 2021

Committees:

• Audit

• Nominating and Governance

Ann-Kristin Achleitner has spent over thirty years as an economist and educator. Prof. Dr. 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. An accomplished academic with multiple honors and publications, Prof. Dr. Dr. Achleitner now acts primarily as a non-executive board director and venture investor. Prof. Dr. Dr. Achleitner currently sits on the Munich Re Supervisory Board and the Linde board of directors. Prof. Dr. Dr. Achleitner is also a member of multiple boards of nonpublic institutions and foundations such as the Institute for Advanced Studies (Princeton) and the German National Academy of Science and Engineering (acatech). Previously, Prof. Dr. Dr. Achleitner served as a member of 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. Prof. Dr. 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, Prof. Dr. Dr. Achleitner held the Chair of Banking and Finance at the European Business School (EBS) in Oestrich-Winkel, Germany from 1995 to 2001. Prof. Dr. Dr. Achleitner has served on multiple commissions for the German, Bavarian and Swiss governments, as well as for the EU commission, various World Economic Forum groupings, and multiple award juries.

Qualifications: Prof. Dr. 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, and the Board’s desire to add to its diversity of perspective, knowledge and geography.

Andrew M. Alper

LOGO

Age: 65 years

Independent Director

Director since October 2012

Committees:

• Audit

• Compensation (Chair)

Andrew M. 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.

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.

Page 11

Item 1: Election of Directors | Nominees for Election

Directors Continuing in Office

(Term Expiring in 2025)

Richard N. Haass

LOGO

Age: 71 years

Independent Director

Director since April 2016

Committees:

• Nominating & Governance

• Workplace and Culture

Richard N. Haass, in his nineteenth year as president of the Council on Foreign Relations, has served as the senior Middle East advisor to President George H.W. Bush and as a principal advisor to Secretary of State Colin Powell. He was also U.S. coordinator for policy toward the future of Afghanistan and the U.S. envoy to both the Cyprus and Northern Ireland peace talks. A recipient of the State Department’s Distinguished Honor Award, the Presidential Citizens Medal, and the Tipperary International Peace Award, Dr. Haass has authored or edited books on both U.S. foreign policy and management. A Rhodes Scholar, he holds Master and Doctor of Philosophy degrees from Oxford University.

Qualifications: Dr. Haass was selected to be a director of Lazard because of his global perspective, fostered over many years at the highest levels of engagement, as well as his background and experience in government service.

Jane L. Mendillo

LOGO

Age: 64 years

Independent Director

Director since April 2016

Committees:

• Audit

• Workplace and Culture

Jane L. Mendillo has spent over 30 years in the fields of endowment and investment management. As the CEO of the Harvard Management Company from 2008 to 2014, she managed Harvard University’s approximately $37 billion global endowment and related assets across a wide range of public and private markets. Ms. Mendillo was previously the Chief Investment Officer at Wellesley College for six years. Prior to that, she spent 15 years at the Harvard Management Company in various investment roles. Earlier in her career she was a management consultant at Bain & Co. and worked at the Yale Investment Office. Ms. Mendillo is a member of the board of directors of General Motors. She is also on the board of directors of the Berklee College of Music. She also serves as senior investment advisor and trustee to the Old Mountain Private Trust Company. She is a graduate of Yale College and the Yale School of Management.

Qualifications: Ms. Mendillo was selected to be a director of Lazard because of her unique financial perspective, having successfully stewarded Harvard Management Company through the financial crisis, and her extensive experience in the field of asset management.

Richard D. Parsons

LOGO

Age: 75 years

Lead Independent Director

Director since June 2012

Committees:

• Compensation

• Nominating & Governance

• Workplace and Culture (Chair)

Richard D. Parsons is a co-founder and partner of Imagination Capital LLC, a venture capital firm launched in November 2017. He serves as Chairman & Co-founder of the Equity Alliance, a venture capital fund, and has been a senior advisor to Providence Equity Partners LLC since September 2009. Mr. Parsons is a member of the board of directors of The Estée Lauder Companies Inc., The Madison Square Garden Company and Group Nine Acquisition Corp. From September 2018 to October 2018, Mr. Parsons served as the interim Chairman of the board of directors of CBS Corporation. From May 2014 to September 2014, Mr. Parsons served as the interim Chief Executive Officer of the Los Angeles Clippers. Mr. Parsons previously served as Chairman of the board of directors of Citigroup Inc. from February 2009 through April 2012, and had served as a director of Citigroup Inc. since 1996. From May 2003 until his retirement in December 2008, Mr. Parsons served as Chairman of the board of directors of Time Warner Inc., and from May 2002 until December 2007, Mr. Parsons served as Chief Executive Officer of Time Warner Inc. Mr. Parsons was formerly Chairman and Chief Executive Officer of Dime Bancorp, Inc. Among his numerous community and nonprofit activities, Mr. Parsons is chairman emeritus of the Partnership for New York City and chairman of the Jazz Foundation of America. Mr. Parsons also serves on the boards of the Commission on Presidential Debates and the Apollo Theater Foundation.

Qualifications: Mr. Parsons was selected to be a director of Lazard because of his extensive and diverse leadership experience with both financial services and non-financial services businesses.

Page 12

Item 1: Election of Directors | Majority Vote Policy

Majority Vote Policy

Our Board has adopted a majority vote policy in connection with the election 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 Chairman of the Board for consideration by the Nominating & 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 & Governance Committee will consider such tendered resignation and, promptly following the date of the shareholders’ meeting at which the election occurred, will make a recommendation to the Board concerning the acceptance or rejection of such resignation. In determining its recommendation to the Board, the Nominating & Governance Committee will consider all factors deemed relevant by the members of the Nominating & 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 Bermuda law), and whether the director’s resignation from the Board would be in the best interests of the Company and its shareholders.

The Nominating & Governance Committee also will consider a range of possible alternatives concerning the director’s tendered resignation as members of the Nominating & 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 & Governance Committee to have substantially resulted in the “withheld” votes.

The Board will take formal action on the Nominating & 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 & Governance Committee’s recommendation, the Board will consider the information, factors and alternatives considered by the Nominating & Governance Committee and such additional information, factors and alternatives as the Board deems relevant.

Following the Board’s decision on the Nominating & 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 & 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.

Page 13

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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 & Governance Committee and the Workplace and Culture Committee. Each of the standing committees has adopted and operates under a written charter, all of which are available on our website at www.lazard.com/investorrelations/. 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.

Leadership Structure

Chairman and Chief Executive Officer

Kenneth M. Jacobs has served as Chairman of the Board and CEO of the Company since November 2009. The Board carefully considered a variety of governance arrangements following the sudden death of the Company’s former Chairman and CEO in October 2009, including separating the roles of Chairman and CEO. The Board appointed Mr. Jacobs as the Company’s Chairman and CEO following this measured and comprehensive review. At the same time, the Board also recognized the need for strong independent perspectives to balance the combined Chairman and CEO positions and to avoid any potential conflicts. The Board created the Lead Director position in November 2009 to provide this balance.

The Board believes that the Company and its shareholders are best served by maintaining the flexibility to have either the same individual serve as Chairman and CEO or to separate those positions based on what is in the best interests of the Company and its shareholders at a given point in time. The 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 and that the Board is best positioned to identify the person who has the skill and commitment to be an effective Chairman.

The Board believes there is no single best organizational model that is the most effective in all circumstances, and the Board retains the right to separate the positions of Chairman and CEO if it deems it appropriate in the future.

Lead Director

Mr. Parsons was originally appointed as the Lead Director for the Board in February 2018. Mr. Parsons’s appointment was reconfirmed by the independent members of the Board in February 2019, 2020, 2021, 2022 and 2023. Mr. Parsons is a strong, independent and active director with clearly defined leadership authority and responsibilities. In addition to his role as Lead Director, Mr. Parsons serves as Chair of the Workplace and Culture Committee and as a member of the Compensation Committee and the Nominating & Governance Committee.

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

•

presiding at meetings of the Board in the absence of the Chairman, including the executive sessions of the independent members of the Board, and providing feedback to the CEO, other senior executives and key managing directors, as appropriate, from such executive sessions of the independent directors;

•

for the purpose of facilitating timely communication, serving as a liaison between (1) the independent directors (including committee chairpersons) and (2) the CEO, other senior executives and, in

Page 14

Information Regarding the Board of Directors and Corporate Governance | Leadership Structure

consultation with the CEO, key managing directors regarding significant matters (without impeding or replacing direct communication between the CEO and other directors or between or among other directors);

•

with input from the other independent directors, (1) reviewing and approving Board meeting schedules, as well as the agendas for such meetings, and (2) calling meetings of the independent directors and setting the agendas in connection with such meetings;

•

together with the Board, providing oversight and advice to the CEO regarding corporate strategy, direction and implementation of initiatives;

•

in consultation with the CEO, identifying and supporting talented individuals within the Company;

•

being available for consultation or direct communication with significant shareholders;

•

together with the Compensation Committee, conducting periodic performance appraisals of the CEO;

•

coordinating the activities of the chairpersons of Board committees; and

•

performing such other duties as the Board may from time to time delegate to the Lead Director.

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

The Board believes Mr. Jacobs serving as Chairman and CEO and Mr. Parsons serving as a separate and independent Lead Director provides the most effective leadership for the Company at the present time, offers an appropriate balance between the roles and provides a satisfactory counterbalance to the combined role of Chairman and CEO.

Page 15

Information Regarding the Board of Directors and Corporate Governance | Shareholder Engagement

Shareholder Engagement

Prepare

Our Board monitors and assesses

• Performance and outlook

• Strategy and growth opportunities

• Investment and capital return

• Investor ownership trends

• Governance best practices

Engage

Executive management is proactive

• Meets with investment community regularly to discuss market trends, performance and outlook

• Provides two-way dialogue to deepen insights and augment perception

Respond

Our Board and executive management identify and implement enhancements

• Transparency and disclosure practices

• Team and viewpoint refreshment

• Long-term focus throughout economic cycles

Evaluate

Shareholder perspective

• Investment themes, market sentiment, changes in risk profile

• Economic and macro background

• Fundamental and relative performance

• Shareholder voting results

We highly value engagement with our shareholders and maintain an active dialogue through individual and small-group meetings as well as participation in investment conferences. We engage with our shareholders and potential investors throughout the year on a wide variety of topics, such as business strategy, market conditions, financial performance, competitive landscape, capital allocation, regulatory and governance changes, and environmental and social responsibility.

In 2020, our shareholder engagement transitioned to a virtual format, which we continued for the majority of 2021, following the onset of the global COVID-19 pandemic. In 2022, we returned to in-person meetings with shareholders in addition to virtual meetings. We have seen widespread adoption of virtual meeting formats and believe this method of interaction will become the more normal course of business, facilitating even more extensive engagement, while the eventual easing of travel restrictions should enable us to incorporate more in-person introductory meetings over time.

We conduct significant outreach each year following the distribution of our annual proxy. We value our shareholders’ opinions and continually take into consideration their feedback as part of our ongoing evaluation of our executive compensation programs. Our strong foundation of shareholder engagement has resulted in a history of implementing changes over the years based on shareholder feedback, such as recently implementing a tenure policy for independent directors that enhances Board refreshment by limiting independent directors to serving four complete terms (in addition to any partial term), and making significant enhancements to the performance metrics applicable to our NEOs’ outstanding performance-based long-term incentive awards in order to better align their compensation with shareholder benefits.

Page 16

Information Regarding the Board of Directors and Corporate Governance | Shareholder Feedback on Executive Compensation

Shareholder Feedback on Executive Compensation

Our Compensation Committee focused on the feedback received from shareholders regarding executive compensation-related matters during our outreach in 2022. At our 2022 Annual General Meeting of Shareholders, we received the support of 85% of our shareholders regarding executive compensation-related matters.

During 2022, we reached out to approximately 80%of our 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 2022 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 2023, we plan to meet with shareholders to help us further improve our program.


Topic Discussed		Our Response
Long-Term Performance Metric Alignment with Shareholder Value		In order to better align NEO compensation with the actual experience of our shareholders, we enhanced the performance metrics applicable to our long-term incentive awards granted in March 2022 and February 2021 in respect of 2021 and 2020 compensation, respectively, to include a modifier based on our total shareholder return relative to the S&P 1500, or relative TSR. Additionally, for our long-term incentive awards granted in March 2022 and February 2021 in respect of 2021 and 2020 compensation, respectively, we implemented a post-investment operating margin metric, which we refer to as PI-OMM, and post-investment capital return ratio, which we refer to as PI-CRR, which are enhancements to the Capital Return Ratio, or CRR, and Operating Margin Metric, or OMM, to ensure that our metrics support our long-term strategic objectives, which include making investments in our business to drive profitable growth and continuing our focus on returning excess capital to shareholders. In 2021, we also removed volatility adjusted revenue growth ratio (VARGR) as a metric to simplify the program and to recognize that recent M&A activity in our industry has limited the universe of appropriate peers to which we can compare ourselves for the purposes of calculating the VARGR result. We believe the addition of a modifier based on TSR has effectively improved the alignment between NEO compensation and the experience of our shareholders. In an effort to continue to enhance this alignment, we currently plan to incorporate TSR in our long-term incentive awards beginning with awards granted in 2024 in respect to 2023 compensation.
Annual Banking of Awards		Historically, 25% of the total target number of shares of Class A common stock subject to the applicable long-term performance-based equity incentive award would no longer be at risk based on achievement of the performance criteria in a given year. Beginning with long-term incentive awards granted in 2021 in respect of 2020 compensation, the Compensation Committee eliminated this feature. As a result of this change, our outstanding long-term performance-based equity incentive awards 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.

Page 17

Information Regarding the Board of Directors and Corporate Governance | Shareholder Feedback on Executive Compensation


Topic Discussed		Our Response
Peer Benchmarking		Lazard’s selected peer group reflects the competitive market for talent in which we compete, and we aim to align compensation within this group. We believe other peer groups generated by broad industry categorization and market capitalization do not accurately reflect the businesses and competitive market for intellectual talent in which we operate, and the value of our alignment of employee interests with shareholder value through our compensation program. Shareholder feedback on this topic was supportive of our methodology and results, and recognized that our unique combination of business, size and global footprint mean that we have few direct peers. However, we continually assess our peer groups and adapt as companies, markets and other situations evolve.
Equity Compensation Dilution		We are committed to buying back shares to offset the potentially dilutive impact of equity compensation and have done so each year since 2012. Our fully diluted share count has declined 27% from year-end 2017 and we have a share repurchase authorization to enable us to continue our practice of offsetting the potentially dilutive impact of equity compensation, and to purchase shares in excess of the shares granted annually. Shareholder feedback on this topic noted that the burn rate calculated by some methodologies is above a broad sector industry average. We believe this is due to the nature of (1) our cost structure in which our employees are our greatest asset, and thus compensation is the largest component of our expenses and (2) our compensation structure, which seeks to prioritize shareholder alignment and long-term value creation through the use of equity-based compensation. Our demonstrated history of offsetting the potentially dilutive impact of the equity component of our compensation programs is an important aspect of our equity compensation practices and most shareholders are supportive of maintaining our stock-based compensation program. We believe these practices reflect a responsible approach to equity compensation.
Annual Incentive Awards		Our annual incentive compensation reflects the achievement of Company goals and individual contributions of our management team toward these goals as well as our progress with regard to execution of our plan for growth, which are described for each NEO under the section titled “2022 Compensation for Each of Our NEOs—Compensation Process”. Consistent with competitive market practice in our industry, the Compensation Committee establishes annual incentive compensation based on a rigorous assessment of performance and, in the case of the CEO, his performance in reference to goals and objectives set during the year. This approach allows us to balance the objective, pre-established elements of our compensation program with the need to tailor overall compensation in a given fiscal year to reflect particular circumstances and appropriately incentivize our NEOs. Shareholder feedback on this topic reflected an understanding of market practice in the financial services industry, our rigorous overall compensation program and the inclusion of qualitative factors on a short-term basis while maintaining discipline in our long-term compensation program overall.

Page 18

Information Regarding the Board of Directors and Corporate Governance | Corporate Sustainability Report

Corporate Sustainability Report

Creating Value Responsibly

LOGO

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

Lazard published its fourth annual Corporate Sustainability Report in 2022, reporting on fiscal year 2021, 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 allows them to thrive personally and professionally and is instrumental to our ability to achieve sustainable growth and create lasting value. We see the integration of sustainability considerations into our compensation program as an essential part of our commitment to operating reasonably and sustainably.

We recognize our business has an effect beyond the profits we generate. While we seek to deliver value for our shareholders, we also seek to create long-term societal value through our contributions to global economies, our reputation for innovation, our culture of quality and prudence, and our belief in contributing to a sustainable future. As a global investor, we see the integration of sustainability considerations as an essential part of any long-term investment process. 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.

As a firm, we have developed the Guiding Principles of excellence, empowerment and engagement to help us to achieve the greatest impact for all Lazard stakeholders. These Guiding Principles reflect our distinctive culture and our aspirations for the future. They have shaped our success in the past and point the way forward toward sustainable growth.

Page 19

Information Regarding the Board of Directors and Corporate Governance | Board Committees

Board Committees

AUDIT COMMITTEE

COMPENSATION COMMITTEE

Members:

Philip A. Laskawy (Chair)⁽¹⁾

Ann-Kristin Achleitner

Andrew M. Alper

Jane L. Mendillo

Meetings in 2022: 5

Members:

Andrew M. Alper (Chair)

Michelle Jarrard

Iris Knobloch

Philip A. Laskawy⁽¹⁾

Richard D. Parsons

Meetings in 2022: 9

Primary Responsibilities:

The Audit Committee assists our Board of Directors in fulfilling its oversight responsibilities with respect to:

• monitoring the integrity of our financial statements;

• assessing the qualifications, independence and performance of our independent auditor;

• evaluating the performance of our internal audit function;

• reviewing the Company’s major financial risk exposures and the steps taken to monitor and control such exposures; and

• monitoring the Company’s compliance with certain legal and regulatory requirements.

The Audit Committee also selects and oversees Lazard’s independent auditor, and pre-approves all services to be performed by the independent auditor pursuant to the Audit Committee pre-approval policy.

All members of the Audit Committee are independent as required by Lazard and the listing standards of the NYSE.

All members of the Audit Committee are financially literate, as determined by the Board of Directors. The Board of Directors has determined that Mr. Laskawy has the requisite qualifications to satisfy the SEC’s definition of “audit committee financial expert”.

Primary Responsibilities:

The Compensation Committee assists the Board of Directors by overseeing our firm-wide compensation plans, policies and programs and has full authority to:

• determine and approve the compensation of our CEO;

• review and approve the compensation of our other executive officers;

• review our compensation programs as they affect all managing directors and employees; and

• administer the Lazard Ltd 2018 Incentive Compensation Plan (the “2018 Plan”), the Lazard Ltd 2008 Incentive Compensation Plan (the “2008 Plan”), and any successor plans.

All members of the Compensation Committee are independent as required by Lazard and the listing standards of the NYSE.

From time to time the Compensation Committee has established special equity award pools pursuant to the 2018 Plan for the express purpose of granting awards to new hires and, under certain circumstances, retention awards to key employees. The Compensation Committee granted to our CEO (or his designee) authority to determine the amount, terms and conditions of all awards made from these pools and required that the Compensation Committee be updated on all such awards at regularly scheduled meetings.

The Compensation Committee directly engaged Compensation Advisory Partners, or CAP, an independent compensation consulting firm, to assist it with various compensation analyses, as well as to provide consulting on executive compensation practices and determinations, including information on equity-based award design. CAP generally attends meetings of the Compensation Committee. In addition, Mr. Jacobs, our CEO, generally attends meetings of the Compensation Committee and expresses his views on the Company’s overall compensation philosophy. Periodically, Ms. Betsch, our CFO, Mr. Orszag, CEO of Financial Advisory, and Mr. Russo, CEO of Asset Management, also attended meetings of the Compensation Committee in order to allow its members to benefit from their perspectives. Following year end, Mr. Jacobs makes recommendations to the Compensation Committee as to the total compensation package (salary, annual cash incentive and long-term incentive compensation awards) to be paid to each of the other executive officers.

Page 20

Information Regarding the Board of Directors and Corporate Governance | Board Committees

NOMINATING & GOVERNANCE
COMMITTEE

WORKPLACE AND CULTURE
COMMITTEE

Members:

Iris Knobloch (Chair)

Ann-Kristin Achleitner

Richard N. Haass

Richard D. Parsons

Meetings in 2022: 2

Members:

Richard D. Parsons (Chair)

Richard N. Haass

Michelle Jarrard

Jane L. Mendillo

Meetings in 2022: 3

Primary Responsibilities:

The Nominating & Governance Committee assists our Board of Directors in promoting sound corporate governance principles and practices by:

• leading the Board in an annual review of its own performance;

• identifying individuals qualified to become Board members, consistent with criteria approved by the Board;

• recommending to the Board the director nominees for the next annual general meeting of shareholders;

• recommending to the Board director nominees for each committee of the Board;

• recommending to the Board compensation of non-executive directors;

• reviewing and reassessing the adequacy of the Corporate Governance Guidelines; and

• reviewing the Company’s annual corporate sustainability reporting, as well as other sustainability matters, including environmental and social topics, and recommending any related action to the Board.

The Nominating & Governance Committee also is responsible for recommending to the Board of Directors standards regarding the independence of non-executive directors and reviewing such standards on a regular basis to confirm that such standards remain consistent with sound corporate governance practices and with any legal, regulatory or NYSE requirements. All members of the Nominating & Governance Committee are independent as required by Lazard and the listing standards of the NYSE.

Primary Responsibilities:

The Workplace and Culture Committee assists and advises management in continuing to cultivate and reinforce a workplace culture that helps attract, motivate and retain talented people, allows them to thrive, fosters productivity and professional and personal development, values diversity and inclusion, and encourages its people to engage with each other and their communities by:

• overseeing efforts by management to communicate, promote and embed principles integral to a workplace culture that attracts, motivates and retains the best people;

• periodically discussing with management the development, implementation and effectiveness of the Company’s policies and strategies relating to workplace culture; and

• reviewing efforts by management to enhance diversity and inclusion in the Company’s workforce, including at management levels.

All members of the Workplace and Culture Committee are independent.

(1)	In accordance with the Board’s policy on term limits for independent directors, Mr. Laskawy is not standing for reelection and his term on the Board will expire at the conclusion of the 2023 Annual General Meeting.

ATTENDANCE

The Board held eight meetings in 2022. In 2022, overall attendance by our directors at meetings of the Board and its Committees averaged over 96%. Each such director, other than Mr. Bhutani, who retired from the Board on June 1, 2022, attended at least 88% of the meetings of the Board and Committees on which he or she served (and that were held during the period for which he or she had been a director or Committee member, as applicable). All of our then-current directors attended the 2022 Annual General Meeting of Shareholders.

Page 21

Information Regarding the Board of Directors and Corporate Governance | Risk Oversight, Code of Business Conduct and Ethics, Communications with the Board

Risk Oversight

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 cyber 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 Officer and Chief Information Security Officer also frequently participate in these reviews. 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.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that is applicable to all directors, managing 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/investorrelations/. A print copy of each of these documents is available to any shareholder upon request. We intend to disclose amendments to, or waivers from, the Code of Business Conduct and Ethics, if any, on our website.

Communications with the Board

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 Ltd Board of Directors.

Lazard Ltd

30 Rockefeller Plaza

New York, NY 10112

The Lazard Ltd Board of Directors

c/o the Corporate Secretary

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

Page 22

Information Regarding the Board of Directors and Corporate Governance | Board Evaluation Process

Board Evaluation Process

Our Board is committed to continually improving 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 & 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. Each director also meets individually with the Corporate Secretary on an annual basis in order to share their views on these topics. The results of these evaluations are aggregated and shared on an anonymous basis with the Nominating & 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 & Governance Committee annually reviews, updates and approves the evaluation framework, including the director evaluation questionnaires, in light of changing conditions and shareholder interests.


Annual Process is Initiated	»	The Nominating & Governance Committee initiates the annual evaluation process by reviewing and updating the self-assessment process and approving the director self-evaluation questionnaires.

Individual Director Evaluations & Self-Assessments	»	Each director completes an annual self-evaluation questionnaire to help evaluate whether the Board and each director are functioning effectively, including with respect to its interaction with management, and to provide an opportunity to reflect upon and improve the Board’s policies, procedures and structure.

One-On-One Director Interviews	»	At the direction of the Nominating & Governance Committee, private interviews are periodically conducted with individual directors to discuss feedback.

Review by Nominating & Governance Committee	»	The results of the director self-evaluation questionnaires and interviews are compiled and anonymized, then shared with the Nominating & Governance committee, which reviews and discusses the evaluations and highlights key areas for further discussion, reflection and improvement.

Presentation of Findings	»	The Nominating & Governance Committee presents its findings to the full Board for discussion and feedback. Based on these findings, the Board assesses the overall effectiveness of the Board and identifies possible areas for further consideration and improvement.

Feedback Incorporated	»	In response to feedback solicited from the Board, the Nominating & Governance Committee discusses areas of focus for improvement and works with management and the Board committees to develop appropriate action plans. Recent areas identified for continued consideration include instituting a term limit policy for independent directors, refreshing required director qualifications, reassessing the board structure, enhancing the focus of materials presented to the Board and its Committees and implementing the annual interviews.

Page 23

Information Regarding the Board of Directors and Corporate Governance | Policy on Director Qualifications and Nomination Process

Policy on Director Qualifications and Nomination Process

The Board’s Nominating & 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 & 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 & 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 & 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 & 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 & 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 & 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.

Candidate Recommendation

Nominating & Governance Committee

Board of Directors

Shareholders

As part of its regular review and recommendation process, the Nominating & Governance Committee will consider candidates recommended by the Board, by management and by shareholders.

The Nominating & Governance Committee evaluates candidates
to ensure requisite experience, dedication, and integrity. The committee also considers the interplay of a candidate’s experience with that of
other Board members, the needs of the Company, as well as other factors it deems appropriate, including, among other things, diversity and inclusion.

After candidates are recommended by the Nominating & Governance Committee, the Board evaluates each candidate, taking into consideration the needs of the Board, including independence requirements.

Our Board is committed to nominating the best candidates for election by our shareholders, who have the opportunity to elect three candidates to serve as directors at the 2023 Annual General Meetings of Shareholders.

The Company continuously seeks to bring fresh perspectives to the board, demonstrated by the implementation of our term limit policy
for independent directors and nominating five new independent directors over the last seven years.

Shareholders wishing to recommend to the Nominating & Governance Committee a candidate for director at our 2024 Annual General Meeting of Shareholders may do so by submitting in writing such candidate’s name, in compliance with the procedures of our Bye-laws, and along with the other information required by our Bye-laws, to the Secretary of our Board of Directors at: Lazard Ltd, Office of the Secretary, 30 Rockefeller Plaza, New York, New York 10112 between December 29, 2023 and January 28, 2024.

Page 24

Information Regarding the Board of Directors and Corporate Governance | Director Independence, Director Compensation for 2022

Director Independence

Pursuant to the corporate governance listing standards of the NYSE, the Board of Directors 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 is not an independent director of Lazard.

The Board of Directors 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 the Board of Directors’ standards for director independence and, accordingly, that each of our directors and director nominees (other than Mr. Jacobs) is independent under the NYSE corporate governance listing standards.

Director Compensation for 2022

Directors who are officers of the Company do not receive any fees for their service as directors. In 2022, our directors’ compensation program provided that each of our non-employee directors would receive an annual cash retainer of $126,000 and an annual award of deferred stock units, or DSUs, with a grant date value of $154,000. An additional annual retainer was paid to the Lead Director and the chairs of each committee of the Board of Directors as follows: the Lead Director, $50,000; the chair of the Audit Committee, $30,000; the chair of the Nominating & Governance Committee, $20,000; the chair of the Compensation Committee, $20,000; and the chair of the Workplace and Culture Committee, $20,000. The other members of the Audit Committee were paid an additional annual retainer of $20,000, and the other members of the Nominating & Governance Committee, the Compensation Committee and the Workplace and Culture Committee were paid an additional annual retainer of $15,000, in respect of each applicable committee. All additional annual retainers were payable 45% in cash and 55% in DSUs.

Cash compensation is paid out on a quarterly basis (on February 15, May 15, August 15 and November 15, or, in each case, the first business day thereafter), and the DSU awards described above 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 of Directors, and to continuing directors upon their appointment to new Board Committees or positions. The number of DSUs granted is determined based on the NYSE closing price of our Class A common stock on the trading day immediately preceding the date of grant.

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. DSUs awarded under this plan are granted on the same quarterly payment dates as cash compensation would have been received, and the number of DSUs is determined based on the NYSE closing price of our Class A common stock on the trading day immediately preceding the date of grant. Messrs. Alper, Haass and Parsons and Ms. Mendillo elected to participate in this plan during 2022 and they have each elected to continue to participate in this plan during 2023. Mr. Lewis, who was a member of our Board from April 29, 2022 to March 13, 2023, elected to participate in this plan during his tenure on the Board of Directors.

All DSUs awarded under these arrangements are converted to shares of our Class A common stock on a one-for-one basis and distributed to a director only after he or she resigns from, or otherwise 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 Class A common stock.

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

Page 25

Information Regarding the Board of Directors and Corporate Governance | Director Compensation for 2022

The table below sets forth the compensation paid to our non-employee directors during 2022.


Directors	Fees Earned or Paid in Cash		Stock Awards (1)		Total
Ann-Kristin Achleitner	$	141,750	$	173,268	$	315,018
Andrew M. Alper (2)	$	144,051	$	176,018	$	320,069
Richard N. Haass (2)	$	139,551	$	170,517	$	310,068
Michelle Jarrard	$	144,075	$	170,517	$	314,592
Iris Knobloch	$	141,750	$	173,268	$	315,018
Philip A. Laskawy	$	146,250	$	178,768	$	325,018
William M. Lewis, Jr. (2)	$	57,768	$	154,016	$	211,784
Jane L. Mendillo (2)	$	141,836	$	173,268	$	315,104
Richard D. Parsons (2)	$	171,059	$	209,021	$	380,080

(1)

The value of the DSUs reported in the table above is based on the grant date fair value of awards computed in accordance with FASB ASC Topic 718. See Note 15 of the Notes to the Consolidated Financial Statements contained in our 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for a discussion of the assumptions used in the valuation of the DSUs. The number and grant date fair value of DSUs granted on June 1, 2022 under FASB ASC Topic 718 (based on the NYSE closing price of our Class A common stock on the trading day immediately preceding the date of the grant) were as follows: Prof. Dr. Achleitner, 4,914, valued at $173,268; Mr. Alper, 4,992, valued at $176,018; Dr. Haass, 4,836, valued at $170,517; Ms. Jarrard, 4,836, valued at $170,517; Ms. Knobloch, 4,914, valued at $173,268; Mr. Laskawy, 5,070, valued at $178,768; Mr. Lewis, 4,368, valued at $154,016; Ms. Mendillo, 4,914, valued at $173,268; and Mr. Parsons, 5,928, valued at $209,021. The total number of DSUs held by each of the non-employee directors as of December 31, 2022 was as follows: Prof. Dr. Achleitner, 8,921; Mr. Alper, 72,889; Dr. Haass, 51,284; Ms. Jarrard, 29,041; Ms. Knobloch, 23,812; Mr. Laskawy, 67,688; Mr. Lewis, 5,842; Ms. Mendillo, 55,165; and Mr. Parsons, 86,177.

(2)

Each of Messrs. Alper, Haass, Lewis and Parsons and Ms. Mendillo elected to defer all or a portion of their quarterly cash compensation into additional DSUs pursuant to the terms of the Directors Fee Deferral Unit Plan during 2022. The number and grant date fair value of DSUs in lieu of cash (based on the NYSE closing price of our Class A common stock on the trading day immediately preceding the applicable grant dates) were as follows: Mr. Alper, 3,904, valued at $144,051; Dr. Haass, 3,782, valued at $139,550; Mr. Lewis, 1,474, valued at $57,769; Ms. Mendillo, 3,844, valued at $141,836; and Mr. Parsons, 4,636, valued at $171,059. In accordance with SEC guidance, these amounts are reflected in the “Fees Earned or Paid in Cash” column, rather than in the “Stock Awards” column.

Page 26

Information Regarding the Board of Directors and Corporate Governance | Beneficial Ownership

Beneficial Owners of More Than 5% of Our Common Stock

Based on filings made under Section 13(d) and Section 13(g) of the Exchange Act, as of March 13, 2023, the only persons known by us to be beneficial owners of more than 5% of our Class A common stock were as follows:


Name and Address of Beneficial Owner	Number of Shares of Class A Common Stock Beneficially Owned	Percentage of Shares of Class A Common Stock Beneficially Owned	Percentage of Voting Power (1)
The Vanguard Group (2)	10,218,994	9.06%	11.73%
100 Vanguard Blvd. Malvern, PA 19355
FMR LLC (3)	9,115,967	8.08%	10.47%
245 Summer Street Boston, MA 02210
Ariel Investments, LLC (4)	7,706,182	6.83%	8.85%
200 East Randolph Street, Ste. 2900 Chicago, IL 60601

(1)	The voting power of our Class A common stock is based on based on 112,766,091 shares of our Class A common stock issued and outstanding as of March 13, 2022 less 25,684,256 shares of our Class A common stock held by the Company’s subsidiaries as of March 13, 2022.

(2)	Shares of our Class A common stock beneficially owned by The Vanguard Group are based on a Schedule 13G that was filed on February 9, 2023.

(3)	Shares of our Class A common stock beneficially owned by FMR LLC are based on a Schedule 13G that was filed on February 9, 2023.

(4)	Shares of our Class A common stock beneficially owned by Ariel Investments, LLC are based on a Schedule 13G that was filed on February 14, 2023.

Page 27

Information Regarding the Board of Directors and Corporate Governance | Beneficial Ownership

Beneficial Ownership of Directors and Executive Officers

The following table shows the number of shares of our Class A 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 13, 2023 (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 Ltd, 30 Rockefeller Plaza, New York, New York 10112.

Name of Beneficial Owner

Shares of Class A

Common Stock

(assuming

conversion of

applicable

equity awards)

(1) (2)

Percentage of

Class A
Common

Stock

Percentage

of Voting

Power (3)

Kenneth M. Jacobs (4)

2,566,976

2.28

2.95

Ann-Kristin Achleitner

8,921

Andrew M. Alper

73,841

Mary Ann Betsch

—

Ashish Bhutani

494,519

Richard N. Haass

53,406

Michelle Jarrard

29,041

Iris Knobloch

23,812

Philip A. Laskawy

70,688

Jane L. Mendillo

57,502

Peter R. Orszag

73,741

Richard D. Parsons

87,307

Evan L. Russo (5)

297,245

Alexander F. Stern

162,855

All directors and executive officers as a group (14 persons) (6)

3,594,612

3.19

4.13

*	Less than 1% beneficially owned.

(1)

Performance-based restricted stock units, or PRSUs, performance-based profits interest participation rights, which we refer to as performance-based restricted participation units, or PRPUs, which, together with PRSUs, we refer to as Performance Restricted Units, or PRUs, restricted stock units, or RSUs, and other equity incentive awards granted to our executive officers that vest more than 60 days after March 13, 2023 have not been included in the table above in accordance with SEC rules. For a discussion of equity awards that have been granted to our NEOs, see “Compensation of Executive Officers—Outstanding Equity Awards at 2022 Fiscal Year-End” below.

(2)

This column also includes shares of our Class A common stock that are subject to issuance in the future with respect to the DSUs issued to our non-employee directors in the following aggregate amounts: Prof. Dr. Achleitner, 8,921 shares; Mr. Alper, 73,841 shares; Dr. Haass, 52,206 shares; Ms. Jarrard, 29,041 shares; Ms. Knobloch, 23,812 shares; Mr. Laskawy, 67,688 shares; Ms. Mendillo, 56,102 shares; and Mr. Parsons, 87,307 shares. These DSUs convert to shares of our Class A common stock on a one-for-one basis only after a director resigns from, or otherwise ceases to be a member of, the Board. See “Director Compensation for 2022” above.

(3)	For purposes of this calculation, the voting power of our Class A common stock excludes 25,684,256 shares held by the Company’s subsidiaries as of March 13, 2023.

(4)	Includes 584,279 shares of our Class A common stock indirectly beneficially owned by Mr. Jacobs in trust.

(5)	Includes 83,493 shares of our Class A common stock indirectly beneficially owned by Mr. Russo in trust.

(6)

Includes shares of our Class A Common Stock beneficially owned by Scott D. Hoffman, our Chief Administrative Officer, General Counsel and Secretary, and Alexandra Soto, our Group Executive, Human Capital and Workplace Innovation. Does not include shares of our Class A Common Stock beneficially owned by Messrs. Stern and Bhutani, as they are no longer executive officers of the Company.

Page 28

ITEM 2

AN ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

The Board is committed to compensation governance 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, our Company performed well in 2022 and delivered solid results in the context of challenging global macroeconomic conditions. We believe that our compensation philosophy and discipline, as successfully implemented on a firm-wide basis by our NEOs during 2022, contributed to our performance.

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.

BOARD OF DIRECTORS’ RECOMMENDATION

The Board recommends that you vote FOR the following resolution:

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.

Compensation Discussion and Analysis

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 2022 compensation of our NEOs: Kenneth M. Jacobs, Chairman and CEO; Mary Ann Betsch, Chief Financial Officer since October 3, 2022; Peter R. Orszag, CEO of Financial Advisory; Evan L. Russo, CEO of Asset Management since June 1, 2022 and Chief Financial Officer from January 1, 2022 to October 3, 2022; Ashish Bhutani, CEO of Asset Management until June 1, 2022; and Alexander F. Stern, President until December 31, 2022. After ceasing to serve as CEO of Asset Management, Mr. Bhutani continued as Chairman of Asset Management and Vice Chairman of the Company until December 31, 2022. Each of Messrs. Bhutani and Stern retired from the Company on December 31, 2022 and are expected to continue to provide transitional consulting services to the Company until March 31, 2023.

2022 Business Strategy and Performance Highlights

We seek to make investments in our business to drive profitable growth and we are continuing our focus on returning excess capital to shareholders. As further 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, 2022, our Company performed well in 2022 and delivered

Page 29

Item 2: An Advisory Vote Regarding Executive Compensation | Compensation Discussion and Analysis

solid results in the context of challenging global macroeconomic conditions. We believe that our compensation philosophy and discipline, as successfully implemented on a firm-wide basis by our NEOs during 2022, contributed to our performance. 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 2022.

Selected Consolidated Financial Information

($ in millions, other than per share information and as otherwise noted)


	2022		2021
Operating Revenue (1)	$	2,769	$	3,139
% Growth (Decrease)		(12)%		24%
Awarded Compensation Expense (1)	$	1,768	$	1,846
% of Operating Revenue		63.8%		58.8%
Adjusted Non-Compensation Expense (1)	$	518	$	472
% of Operating Revenue		19%		15%
Operating Income (based on Awarded Compensation Expense) (2)	$	483	$	821
% Growth (Decrease)		(41)%		41%
Operating Margin (based on Awarded Compensation Expense) (3)		17.4%		26.2%
Earnings from Operations (1)	$	594	$	831
% Growth (Decrease)		(28)%		41%
Operating Margin (based on Earnings from Operations) (4)		21.5%		26.5%
Return of Capital (5)	$	936	$	670
Net Income, as adjusted (6)	$	384	$	576
% Growth (Decrease)		(33)%		40%
Per Share, diluted (6)	$	3.73	$	5.04
Ending Assets under Management ($ in billions)	$	216	$	274
% Growth (Decrease)		(21)%		6%
Total Shareholder Return (CAGR) (1-Year) (7)		(16)%		7%
Total Shareholder Return (CAGR) (3-Year) (7)		—%		12%

Endnotes to this Compensation Discussion and Analysis are located on page 56.

Page 30

Item 2: An Advisory Vote Regarding Executive Compensation | Compensation Discussion and Analysis

Selected 2022 Compensation Highlights

This section generally focuses on compensation awarded with respect to 2022 performance, which includes equity-based incentive awards granted in March 2023. This differs from the compensation reported in the Summary Compensation Table, which includes in 2022 compensation the grant date fair value of equity-based incentive awards that related to 2021 performance and were awarded in March 2022.

•

Our Compensation Committee considered the following factors in determining our CEO’s total compensation for 2022:

◾

our financial performance in 2022, as reflected in the 2022 financial highlights described above, in the context of challenging global macroeconomic conditions;

◾

our 2022 financial performance relative to our record financial performance in 2021;

◾

the continued achievement of our financial goals described in this Proxy Statement;

◾

our CEO’s continued conceptualization of Lazard’s plan for growth, and his oversight of progress with regard to that plan;

◾

our CEO’s individual contributions toward client relationships and activities in support of our Financial Advisory business;

◾

our CEO’s active role in the recruitment of key professionals across our businesses and the development of new investment strategies in our Asset Management business; and

◾

our CEO’s leadership in maintaining and fostering a culture of cost discipline throughout the firm, reaffirming our commitment to cost control.

•

Based on these factors, in respect of 2022 performance, our Compensation Committee awarded our CEO incentive compensation of $8.35 million, resulting in total incentive compensation of $9.25 million, which reflects a 30% decrease from compensation awarded with respect to 2021 performance.

Page 31

Item 2: An Advisory Vote Regarding Executive Compensation | Compensation Discussion and Analysis

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

LOGO

•

Performance-based compensation represented approximately 90% of 2022 total compensation for our CEO and approximately 88% of 2022 total compensation for our other NEOs, on average. As further discussed under “2022 Compensation for Each of Our NEOs—Compensation Process”, our Compensation Committee granted this compensation after evaluating each such NEO’s performance in light of our financial results, including our achievement of the goals described above and each such NEO’s individual contributions to our performance during 2022, and, in the case of our CEO, his performance in reference to goals and objectives set by the Compensation Committee during the year.

•

In respect of 2022, we awarded performance-based incentive compensation 100% in equity-based awards for our CEO and other NEOs who served as executive officers for the entire year, creating direct alignment between a significant portion of our NEOs’ compensation and the shareholder experience and supporting retention by subjecting a significant portion of our NEOs’ incentive compensation to multi-year service requirements. The equity-based incentive awards for our NEOs were granted in March 2023 in the form of profits interest participation rights, which vest three years after the grant date contingent upon the satisfaction of service and other vesting conditions, and the achievement of a minimum value condition, which we refer to as the Minimum Value Condition, based on an amount of economic appreciation in the assets of Lazard Group, as discussed in greater detail under “Key Enhancements and Refinements to Our Compensation Program”. The chart below outlines how we awarded incentive compensation for 2022 and 2021 performance, respectively:

2022 Performance Year Incentive Mix ⁽¹⁾

2021 Performance Year Incentive Mix ⁽²⁾

CEO

Average Other NEOs (3)

CEO

Average Other NEOs (3)

Annual Cash

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SEC Form DEF 14A filed by Lazard LTD. Lazard LTD.