Dmitry Shevelenko

About Dmitry Shevelenko

Non‑employee director at Lazard, appointed effective September 2, 2025. He is Chief Business Officer of Perplexity, responsible for company operations, with prior senior roles at Uber, LinkedIn, and Meta. A startup founder focused on retail commerce, he holds multiple patents and has deployed robotics technologies for partners such as Walmart and Aramark; he is a Columbia University graduate. Lazard’s 8‑K states there were no arrangements pursuant to which he was appointed, no family relationships with directors/executives, and no related‑party transactions requiring disclosure under Item 404(a). Committee assignments had not yet been made at appointment.

Past Roles

External Roles

No other public company directorships or committee roles were disclosed in Lazard’s filings related to his appointment.

Board Governance

• Appointment and status
  • Elected by the Board on August 28, 2025; effective September 2, 2025. At appointment, “not yet… appointed to serve on any committee.” Will receive compensation under Lazard’s standard non‑employee director program.
  • No arrangements/understandings for the appointment; no family relationships; no transactions requiring Item 404(a) disclosure.
• Committee structure (context)
  • Board committees: Audit (Chair: Stephen R. Howe Jr.), Compensation (Chair: Andrew M. Alper), Nominating & Governance (Chair: Iris Knobloch), Workplace & Culture (Chair: Michelle Jarrard).
• Independence and attendance (context)
  • Lazard states 8 of 9 directors were independent and all committees comprised entirely of independent directors in the 2025 proxy (before Mr. Shevelenko’s appointment). Board average attendance exceeded 95% in 2024. Next proxy should disclose independence and attendance for Mr. Shevelenko’s partial‑year service.

Fixed Compensation

Mr. Shevelenko filed a Form 4 reflecting an initial award of 2,126 Deferred Stock Units (DSUs) on September 16, 2025, consistent with Lazard’s practice of prorated initial grants for new directors. Post‑transaction ownership reflected 2,126 DSUs.

Performance Compensation

Risk policies: Anti‑hedging policy prohibits directors from short sales or derivatives/hedges on company securities without prior approval; robust clawback policies apply to executives under Dodd‑Frank; director equity is primarily DSUs that settle post‑service.

Other Directorships & Interlocks

• Public company boards: None disclosed for Mr. Shevelenko at appointment.
• Related‑party exposure: Company states no Item 404(a) transactions and no appointment arrangements; monitor future filings for any business ties between Lazard and Perplexity.

Expertise & Qualifications

• AI/technology operating leadership (Perplexity), scale experience at Uber/LinkedIn/Meta, entrepreneurship with patents in social/networking and transport tech, and robotics commercialization for large enterprise partners.
• International perspective and multi‑language fluency; Columbia University graduate.

Equity Ownership

• DSUs convert 1‑for‑1 to common stock only after Board service ends; dividend equivalents are paid in cash while serving.
• Ownership as % of shares outstanding: Immaterial; Lazard reported 112,766,091 common shares outstanding as of January 31, 2025 (excluding shares held by subsidiaries). Mr. Shevelenko’s 2,126 DSUs represent far less than 1% of outstanding shares.

Related‑Party Transactions and Conflicts

• The Company disclosed no direct or indirect material interest for Mr. Shevelenko in any transaction requiring Item 404(a) disclosure and no appointment arrangements or family relationships.
• Anti‑hedging policy applies to directors; insider trading policy governs director trading.
• Monitoring items: Any advisory, banking, investment, or commercial relationships between Lazard (or its clients/funds) and Perplexity or affiliated entities should be scrutinized in future proxies/8‑Ks; none disclosed at appointment.

Say‑on‑Pay & Shareholder Feedback (Context)

• Lazard noted disappointment with the 2024 say‑on‑pay outcome and intensified outreach; Compensation Chair attended 90% of top‑holder engagements; no plans for additional special one‑time PRPU awards before 2030.

Governance Assessment

• Positives for investor confidence
  • Technology/AI operator adds relevant expertise as Lazard pursues a “tech‑enabled” strategy; appointment explicitly framed to strengthen AI governance capability.
  • Clean appointment disclosures: no related‑party transactions, no appointment arrangements/family relationships; pay aligned with standard non‑employee director program (cash + DSUs settled post‑service).
  • Company‑level risk controls: Anti‑hedging policy for directors; strong independence profile across committees; majority of director pay in DSUs.
• Watch items
  • Committee assignment and independence determination are pending disclosure in the next proxy; track where Mr. Shevelenko contributes (e.g., Nominating & Governance for tech oversight, Workplace & Culture for GenAI adoption).
  • Monitor for any Lazard/Perplexity dealings or overlapping commercial relationships; none disclosed at appointment.
  • Board attendance data for his partial 2025 service will be reported in the next proxy; 2024 Board average attendance exceeded 95% (context).
• RED FLAGS
  • None identified in filings: no 404(a) related‑party transactions; no hedging/pledging waivers disclosed; no committee over‑boarding concerns disclosed.

Summary: Mr. Shevelenko brings contemporary AI/commercialization expertise with a clean conflicts profile at appointment. Near‑term governance focus is on committee placement, independence affirmation in the proxy, and ongoing monitoring for any Perplexity‑related conflicts or hedging/pledging exceptions.