Dan Schulman
LazardAbout Dan Schulman
Dan Schulman, age 67, is Lazard’s Lead Independent Director, serving on the Compensation, Nominating & Governance, and Workplace & Culture Committees. He joined Lazard’s Board in February 2024 and was appointed Lead Independent Director in late 2024; the Board has determined he is independent under NYSE and Lazard standards. Overall Board/Committee attendance averaged over 95% in 2024, with each director at least 86%, and the Board held 10 meetings. Schulman is the former President/CEO of PayPal (2015–2023) and previously held senior roles at American Express (2010–2014), Sprint (2009–2010), and leadership positions at Virgin Mobile USA, Priceline, and AT&T.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PayPal Holdings, Inc. | President & CEO; CEO-Designee | Sep 2014–Sep 2023 (CEO-Designee to Jul 2015; CEO Jul 2015–Sep 2023); Board member Jul 2015–Dec 2023 | Led transformative growth and innovation in financial services |
| American Express Company | Group President, Enterprise Group | Aug 2010–Aug 2014 | Led enterprise initiatives |
| Sprint Nextel Corporation | President, Prepaid Group | Nov 2009–Aug 2010 | Oversaw prepaid strategy |
| Virgin Mobile USA; Priceline Group; AT&T | Senior executive leadership positions | Various | Operating and technology leadership across consumer and telecom sectors |
External Roles
| Organization | Role | Committees/Responsibilities |
|---|---|---|
| Cisco Systems, Inc. | Director | Chairs Compensation & Management Development; member of Nomination & Governance |
| Verizon Communications Inc. | Director | Lead Independent Director; chairs Human Resources Committee |
| JUST Capital | Director | Chairman of the Board |
| The Economic Club of New York | Board | Director |
| Council on Foreign Relations | Membership | Life member |
Board Governance
- Lead Independent Director responsibilities include presiding over executive sessions, serving as liaison between independent directors and the CEO/Chairman, reviewing/approving Board agendas and schedules, shareholder consultation, oversight of strategy, CEO performance appraisal coordination, and coordinating committee chairs.
- Committee memberships: Compensation (independent; 8 meetings in 2024), Nominating & Governance (independent; 6 meetings), Workplace & Culture (independent; 4 meetings).
- Independence: 8 of 9 directors are independent (including Lead Independent Director); all committees comprised entirely of independent directors.
- Board practices: Majority Vote Policy in uncontested elections; annual self-evaluations; term limit policy for independent directors (four complete terms plus any partial term); independent directors meet in executive session.
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $126,000 | Paid quarterly (approx. Feb 15, May 15, Aug 15, Nov 15) |
| Annual DSU grant | $154,000 | Granted around June 1; DSUs convert 1-for-1 to common stock upon leaving Board; dividend equivalents paid in cash |
| Lead Independent Director retainer | $50,000 | Paid 45% cash / 55% DSUs |
| Committee chair retainer | $20,000 (Audit Chair $30,000) | Paid 45% cash / 55% DSUs |
| Committee member retainer | $15,000 (Audit member $20,000) | Paid 45% cash / 55% DSUs |
| Schulman – 2024 Director Compensation | Amount |
|---|---|
| Fees earned/paid in cash | $115,781 |
| Stock awards (DSUs, grant-date fair value) | $238,403 |
| Total | $354,184 |
| Schulman – 2024 DSU Grants | Grant date | Quantity | Grant-date fair value |
|---|---|---|---|
| Annual DSUs | Jun 3, 2024 | 4,444 | $178,782 |
| Prorated initial DSUs (appointed Feb 2024) | Jun 11, 2024 | 1,482 | $59,621 |
DSUs are granted based on the NYSE closing price on the trading day before grant and distribute only after Board service ends; directors may elect to defer cash fees into DSUs.
Performance Compensation
- Director compensation is not performance-conditioned; equity is delivered via DSUs (time-based, payable after service) with cash dividend equivalents. No performance metrics disclosed for director compensation.
- Anti-hedging policy applies to directors (prohibits short sales and derivatives without prior approval; approval not permitted for directors).
Other Directorships & Interlocks
| Company | Potential Interlock/Consideration |
|---|---|
| Cisco Systems, Inc.; Verizon Communications Inc. | Large-cap public boards; Schulman holds key leadership roles (Comp Chair; Lead Independent/HR Chair). Lazard affirms Schulman’s independence under NYSE/Lazard standards; committees are fully independent. No related-party transactions involving Schulman are disclosed in the sections reviewed. |
Expertise & Qualifications
- Demonstrated track record driving transformative growth and innovation at financial services companies; broad operating and technology experience across payments, telecom, and consumer sectors.
- Selected for Lazard Board due to credentials aligned with strategic oversight and growth orientation.
Equity Ownership
| Holder | Shares/Units | Notes |
|---|---|---|
| Dan Schulman – DSUs held (as of Dec 31, 2024) | 5,926 | Converts to common stock 1-for-1 after Board service ends |
| Dan Schulman – Beneficial ownership | 5,926 shares (assuming DSU conversion) | Less than 1% ownership; voting power % not individually stated |
Governance Assessment
- Strengths: Independent Lead Director with defined authority; multi-committee membership across Compensation, Nominating & Governance, and Workplace & Culture; strong Board engagement/attendance; majority of director pay in DSUs supports long-term alignment; rigorous Board policies (majority vote, annual evaluations, term limits).
- Compensation governance: Compensation Committee (of which Schulman is a member) is independent, uses an external consultant (CAP), and oversees firm-wide plans; shareholder feedback on pay was actively solicited after a disappointing 2024 say-on-pay outcome, with enhanced disclosures added.
- Conflicts/related party: Independence affirmed; committees fully independent; anti-hedging policy reduces alignment risk; no specific related-party transactions involving Schulman identified in the proxy pages reviewed.
- Watch items: Multiple major board commitments (Cisco, Verizon) can pose time-allocation risks, though Lazard reports robust attendance in 2024; continued monitoring of say-on-pay dynamics is prudent given investor feedback emphasis.