Iris Knobloch
About Iris Knobloch
Independent director at Lazard, Inc. since April 2018; age 62; Chair of the Nominating and Governance Committee and member of the Compensation Committee. She is a former senior executive at WarnerMedia (1996–2021) and holds a J.D. from Ludwig‑Maximilians‑Universitaet and an LL.M. from New York University. Lazard’s Board has determined she is independent under NYSE and company standards. Her current term continues through the 2026 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WarnerMedia (Time Warner) | President, France, Germany, Benelux, Austria, Switzerland; previously led International Relations & Strategic Policy for Europe | 1996–2021 | Senior executive leadership across multi-national businesses |
| I2PO (SPAC) | Chairwoman & CEO; listed Deezer on Paris Stock Exchange | 2022 (listing) | Led SPAC that combined with Deezer |
| LVMH Moët Hennessy Louis Vuitton | Director | Apr 2019–Jul 2021 | Board service at global luxury leader |
| Central European Media Enterprises | Director | Apr 2014–Jun 2018 | Board service in media sector |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cannes Film Festival | Chairwoman & President | Current | Leadership of global cultural institution |
| Deezer | Chairman of the Board | Current | Music streaming platform (listed via I2PO) |
| AccorHotels | Vice Chairman & Lead Independent Director | Current | Lead independent oversight at global hospitality company |
| Vail Resorts, Inc. | Director | Current | U.S. public company directorship |
| American Hospital in Paris | Governor | Current | Non-profit board role |
Board Governance
- Committee assignments: Chair, Nominating & Governance (meets responsibilities for board evaluations, director nominations, committee composition, non‑executive director compensation, governance guidelines; 6 meetings in 2024). Member, Compensation Committee (oversees CEO and executive pay programs; 8 meetings in 2024). All committee members are independent.
- Independence and leadership: Board states 8 of 9 directors are independent; she is designated independent. Lead Independent Director (Dan Schulman) presides over executive sessions and coordinates independent director activities.
- Attendance and engagement: Board held 10 meetings in 2024; overall director attendance averaged >95%; each current director attended at least 86% of their Board/committee meetings.
- Tenure and refreshment: Independent directors limited to four complete terms; Board emphasizes refreshment. She has served since 2018 and is a continuing director with term expiring in 2026.
Fixed Compensation
| Metric (Directors) | 2024 | Source |
|---|---|---|
| Annual cash retainer (program terms) | $126,000 | |
| Committee chair retainer (N&G; program terms) | $20,000 | |
| Committee member retainer (Comp; program terms) | $15,000 | |
| Lead Independent Director retainer (program terms) | $50,000 | |
| Iris Knobloch – Fees earned/paid in cash | $141,750 | |
| Iris Knobloch – Stock awards (DSUs) grant-date value | $173,271 | |
| Iris Knobloch – Total 2024 director compensation | $315,021 |
Notes:
- Non‑employee director program pays retainer and equity in deferred stock units (DSUs); chairs and committee members receive additional retainers; Audit Committee differentials apply. Directors may elect to take cash in DSUs under the Directors Fee Deferral Unit Plan. DSUs settle only after board service ends; dividends on DSUs accrue as cash equivalents.
Performance Compensation
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Any performance-based metrics applicable to non-employee director compensation | None disclosed (equity is in DSUs without performance conditions) |
Other Directorships & Interlocks
| Company/Institution | Role/Committee | Potential Interlock/Notes |
|---|---|---|
| AccorHotels | Vice Chairman & Lead Independent Director | External public company; not identified as a related-party transaction with Lazard |
| Deezer | Chairman of the Board | External public company; not identified as a related-party transaction with Lazard |
| Vail Resorts, Inc. | Director | External public company; not identified as a related-party transaction with Lazard |
| Cannes Film Festival | Chairwoman & President | Non-corporate leadership role |
| American Hospital in Paris | Governor | Non-profit governance role; charitable relationships deemed non-material within thresholds |
Related-party and independence safeguards:
- Lazard has a written Related Party Transactions Policy; the Nominating & Governance Committee (which she chairs) reviews/approves Interested Transactions; directors who are related parties recuse from approvals.
- Standards of independence define quantitative thresholds (e.g., payments >$1m or >2% of counterparty revenue) and categorical exceptions (ordinary-course, charitable) used in independence determinations.
- 2025 proxy discloses ordinary-course relationships with certain >5% holders (Vanguard, FMR); no specific related-party transactions disclosed for Ms. Knobloch.
Expertise & Qualifications
- Continental European operational leadership and digital/media strategy expertise; multi-market P&L and governance experience in France, Germany, Benelux, Austria, Switzerland.
- Governance credentials: Chairs Lazard’s Nominating & Governance Committee; member, Compensation Committee.
- Education: J.D. (Ludwig‑Maximilians‑Universitaet); LL.M. (NYU).
Equity Ownership
| Ownership Detail (as of Mar 10, 2025 unless noted) | Amount | Source |
|---|---|---|
| Beneficial ownership (incl. DSUs eligible to convert) | 34,158 shares | |
| % of common stock/voting power | <1% / <1% | |
| DSUs granted on Jun 3, 2024 (annual grant) | 4,307 DSUs; $173,271 grant-date value | |
| Total DSUs held at Dec 31, 2024 | 34,158 | |
| DSU settlement | Converts 1:1 into common shares only after board service ends | |
| Anti-hedging policy | Directors prohibited from hedging/shorting without General Counsel approval |
Governance Assessment
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Strengths for investor confidence
- Independent director with cross-border operating background; chairs Nominating & Governance, which oversees board evaluations, refreshment, director pay, and governance standards—supports board effectiveness and independence.
- Member of Compensation Committee that uses an independent consultant (CAP), conducts extensive shareholder outreach, and committed not to issue additional special one-time PRPU awards to NEOs before 2030—responsive to shareholder feedback following a disappointing 2024 say‑on‑pay outcome.
- Strong attendance culture and active committee cadence (N&G: 6 meetings; Compensation: 8 meetings in 2024); board-wide attendance >95%, with each director at least 86%.
-
Alignment and incentives
- Director pay structure emphasizes equity via DSUs that settle only upon board departure, reinforcing long-term alignment; 2024 DSU grant to Knobloch valued at $173,271; 34,158 DSUs outstanding at year-end.
-
Conflicts and risk controls
- Multiple external public company roles (Accor, Vail Resorts, Deezer) can create potential for ordinary-course dealings, but Lazard’s related-party policy, independence standards, and committee recusal procedures mitigate risk; no specific related-party transactions disclosed for Knobloch.
- Anti‑hedging policy applies to directors, reducing misalignment risk from derivatives.
-
Watch items
- Ongoing monitoring of time commitments across multiple external boards is prudent from an overboarding perspective (no overboarding breach disclosed).
- Compensation oversight remains in focus: 2024 say‑on‑pay disappointment prompted additional engagement and disclosure; continued responsiveness will be important.