Lazard Director Kathy Elsesser Granted 3,982 Deferred Stock Units Under 2018 Incentive Plan

Overview of Lazard's Director Equity Compensation

Lazard compensates its non-executive directors through deferred stock units, a common equity incentive in the financial services sector. The 3,982 DSUs awarded to Kathy Elsesser reflect Lazard's strategy to align director interests with those of shareholders by providing equity-based remuneration. These DSUs defer issuance of actual shares until a triggering event, specifically the director's exit from the board.

This deferred conversion structure promotes board continuity and retention by delaying equity realization until the end of service. The one-for-one conversion ratio offers transparency on the equity value granted, enabling investors to assess the economic impact of the compensation. Such practices align with industry standards at other publicly traded financial firms, balancing retention goals with shareholder alignment.

Kathy Elsesser's Board Role and Background

Kathy Elsesser serves as a director at Lazard, headquartered in New York. Her address is listed at Lazard's principal executive offices at 30 Rockefeller Plaza, New York, NY. As a board member, Elsesser is subject to Section 16 reporting under the Securities Exchange Act of 1934, mandating disclosure of changes in beneficial ownership, thereby enhancing insider transaction transparency for investors.

Elsesser's role involves governance oversight at Lazard, a leading global financial advisory and asset management firm. Non-executive directors typically receive compensation packages combining cash retainers, meeting fees, and equity awards. The disclosed DSU award indicates the compensation committee’s approval of equity incentives as a key component of director pay, linking board members’ interests with shareholders through equity ownership that vests upon service changes.

Deferred Stock Unit Conversion Details

The 3,982 DSUs granted will convert into an equal number of Lazard common shares once Elsesser resigns or otherwise leaves the board. This conversion ensures the award's economic value is realized through actual stock ownership rather than indefinite DSU holdings. The straightforward one-for-one conversion ratio clarifies the number of shares to be issued from the DSU award.

Deferring conversion until board departure is a standard governance practice benefiting both Lazard and the director. It encourages board stability by tying full equity realization to tenure completion and may offer tax planning advantages by deferring share issuance. This conversion mechanism is part of Lazard’s formal non-executive director compensation policy, approved by the compensation committee and board.

Legal Authority and Incentive Plan Framework

The DSUs were granted under Lazard’s 2018 Incentive Compensation Plan, as amended, which authorizes equity awards to directors, officers, and eligible participants. Such plans, approved by the board and shareholders, establish frameworks to align participant interests with company performance and shareholder returns. The 2018 plan permits various equity awards including restricted stock, stock options, and DSUs.

The award dated July 23, 2026, was issued under the compensation committee’s authority per the 2018 Incentive Plan. Utilizing a shareholder-approved plan ensures compliance with corporate governance and federal securities regulations. This formalized approach demonstrates Lazard’s adherence to best practices in director compensation governance, fostering investor confidence.

Ownership and Beneficial Interest Structure

Post-award, Kathy Elsesser beneficially owns 3,982 DSUs held in direct ownership form, meaning the units are registered in her name or account rather than through intermediaries. This direct ownership provides investors with clear insight into insider equity stakes and confirms Elsesser’s personal interest in Lazard’s equity value and performance. It also simplifies beneficial ownership calculations for regulatory filings such as Schedule 13G and 13D.

Though not yet converted to common stock, these DSUs represent a definable beneficial ownership interest that will mature into actual shares upon Elsesser’s board departure. Investors should consider director DSU holdings when evaluating total insider equity positions at Lazard.

Section 16 Reporting and Insider Disclosure Compliance

This filing complies with Section 16(a) of the Securities Exchange Act of 1934, requiring directors, officers, and significant shareholders to report changes in beneficial ownership promptly. Section 16 filings provide a transparent public record of insider transactions, enabling investors to monitor insider buying, selling, or receipt of awards. This transparency helps gauge insider confidence and detect potential conflicts or irregular trading.

Kathy Elsesser’s Form 4 filing was submitted on July 27, 2026, four days after the July 23 award date, meeting SEC reporting deadlines. Public access to these filings via the SEC’s EDGAR database ensures investors can review insider compensation and transactions, reinforcing confidence in governance practices.

Director Compensation Trends in Financial Services

At firms like Lazard, director compensation typically combines annual cash retainers, meeting fees, and equity awards. The use of DSUs aligns with industry trends favoring equity-based pay to foster shareholder alignment while deferring equity realization. Financial services companies often employ such equity incentives to ensure directors share in the economic outcomes of governance decisions. Institutional investors and proxy advisors increasingly support equity-based director compensation as a corporate governance best practice.

The 3,982 DSU award to Elsesser reflects Lazard's assessment of appropriate director compensation levels and structure. Valued using the stock price on the award date, this equity component supplements cash retainers and fees. Investors monitoring Lazard’s governance may evaluate whether director compensation aligns with industry benchmarks and whether clear policies guide annual equity awards.

Regulatory Filing Accuracy and Compliance

The Form 4 filing was executed under the Securities Exchange Act of 1934, including certifications on information accuracy. The document, signed on July 27, 2026, was authorized by Kathy Elsesser via power of attorney granted to Shari L. Soloway, likely a Lazard legal or HR representative. Such delegation is common for routine Section 16 filings.

The filing includes warnings about federal criminal penalties for false statements under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a), underscoring the importance of truthful insider reporting. The SEC’s approval and burden estimates for Form 4 filings affirm the regulatory commitment to market transparency and investor protection despite compliance costs.

Investor Insights and Transparency Benefits

Disclosure of director equity awards offers investors insight into insider compensation and equity structures at Lazard. Reviewing Section 16 filings allows investors to track insider holdings, assess compensation reasonableness, and monitor insider trading activity. The 3,982 DSU award to Kathy Elsesser represents routine non-executive director compensation and does not indicate any change in Lazard’s strategic direction or financial outlook. It reflects the company’s ongoing practice of providing predictable equity incentives to board members.

DSU awards to non-executive directors differ from executive officer equity compensation, which is often larger and tied to performance goals. Elsesser’s DSU award aligns with Lazard’s consistent approach to director equity incentives that promote shareholder alignment. While not indicative of company performance, the filing confirms the compensation committee’s continued approval of equity awards as part of director pay.