Michelle Jarrard
LazardAbout Michelle Jarrard
Independent director at Lazard, Inc. since January 2017; age 57. Former Senior Partner at McKinsey & Company with 25 years at the firm, including Global Chief HR & Talent Officer (2007–January 2016). She holds an MBA from Harvard Business School and a Bachelor’s in Industrial Engineering from Georgia Tech. Current Lazard board term expires in 2026; she serves on the Compensation Committee and chairs the Workplace and Culture Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Global Chief HR & Talent Officer | 2007–Jan 2016 (CHRO); 25-year career | Led people strategy, partner compensation & evaluation, talent acquisition/development, diversity, HR analytics, policies & risk, internal communications; member of Global Operating Committee |
| GRA Venture Fund, LLC | Managing Director | Jan 2016–Aug 2018 | Early-stage capital to GA-based tech companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BioCircuit Technologies | Chief Executive Officer; Director | Current | Early-stage medical device company in neuromodulation and nerve repair |
| Crawford & Company | Director | Current | Public company director role (committee roles not disclosed in LAZ proxy) |
| Inspire Brands | Director | Current | Director role; private company |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Determined independent under NYSE and Lazard standards; 8 of 9 board members independent; all committees entirely independent |
| Committees | Compensation Committee (member); Workplace & Culture Committee (Chair) |
| Committee Meetings (2024) | Compensation: 8 meetings; Workplace & Culture: 4 meetings |
| Attendance | Board held 10 meetings; overall director attendance >95%; each director attended ≥86% of their Board/committee meetings |
| Lead Independent Director | Dan Schulman; robust executive-session and agenda-setting responsibilities (context for board oversight) |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $126,000 | Paid quarterly; directors can elect DSUs in lieu of cash |
| Annual DSU grant | $154,000 grant-date value | Granted ~June 1; converts 1:1 to common shares after board service ends; dividend equivalents paid in cash |
| Committee chair fee | $20,000; Audit Chair $30,000 | Paid 45% cash / 55% DSUs |
| Committee member fee (non-chair) | $15,000; Audit member $20,000 | Paid 45% cash / 55% DSUs |
| Lead Independent Director fee | $50,000 | Paid 45% cash / 55% DSUs |
| Michelle Jarrard – 2024 fees earned | $141,750 | “Fees Earned or Paid in Cash” per proxy table |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|
| Deferred Stock Units (DSUs) | June 3, 2024 | 4,307 | $173,271 |
- DSUs convert 1:1 to common stock and are distributed only after board service ends; directors may elect additional DSUs in lieu of cash retainers; dividend equivalents paid at the same rate and time as common dividends .
Other Directorships & Interlocks
| Organization | Relationship to Lazard |
|---|---|
| Various (e.g., directors with roles at client organizations) | Lazard notes some directors serve at organizations to which Lazard provides services or contributes; arrangements are ordinary course |
| Related party oversight | Board policy requires Nominating & Governance Committee approval of “Interested Transactions” >$120,000; categorical independence standards address audit, payment thresholds, charitable contributions, and ordinary-course financial services |
Expertise & Qualifications
- Human capital and organizational leadership: led people strategy, partner compensation, learning, diversity programs at McKinsey; member of Global Operating Committee .
- Governance and compensation oversight: serves on Lazard’s Compensation Committee; committee engages independent consultant CAP and oversees CEO/NEO pay programs .
- Education: MBA (Harvard Business School); BS Industrial Engineering (Georgia Tech) .
Equity Ownership
| Holder | Beneficial Ownership (incl. DSUs) | % of Shares Outstanding | DSUs Held (12/31/2024) |
|---|---|---|---|
| Michelle Jarrard | 39,387 shares (assuming DSU conversion) | <1% | 39,387 |
- Insider alignment policies: anti-hedging policy prohibits directors from short-selling or entering derivative/hedge transactions without prior approval; General Counsel may not approve hedging for directors; DSUs link value to long-term share performance .
Governance Assessment
- Board effectiveness: Independent status, committee leadership on Workplace & Culture, and active role on Compensation Committee point to strong governance engagement; committee meetings were regular (Comp: 8; W&C: 4 in 2024) and overall board attendance exceeded 95% .
- Compensation oversight signal: The Compensation Committee engaged extensively with shareholders after a disappointing 2024 say-on-pay result, added disclosure on CEO performance considerations, and stated no plans to grant further special stock price PRPUs before 2030; CAP serves as independent consultant to the committee .
- Alignment: Majority of director pay is in DSUs, with Jarrard’s 2024 equity grant at $173,271 versus $141,750 cash, reinforcing long-term ownership alignment; DSUs settle post-service and accrue dividend equivalents .
- Conflicts: No director-specific related-party transactions disclosed for Jarrard; Lazard maintains a formal policy for related-party transactions and categorical independence standards; ordinary-course services to large shareholders (e.g., Vanguard, FMR) are arm’s-length and disclosed .
- Red flags: None disclosed regarding pledging, loans, related-party transactions, or low attendance for Jarrard; anti-hedging policy applies to directors; committees remain fully independent .