Peter Orszag
LazardAbout Peter Orszag
Peter R. Orszag, age 56, has served as Lazard’s CEO since October 2023 and was appointed Chairman of the Board in late 2024 following a multi‑year succession plan; he has been a Board Director since October 2023 . He graduated summa cum laude in economics from Princeton University and earned a Ph.D. in economics from the London School of Economics as a Marshall Scholar . In 2024, Lazard delivered adjusted net revenue of $2,890 million (+18% YoY) and adjusted diluted EPS of $2.34 versus $0.77 in 2023; the Compensation Committee highlighted a 55% TSR for 2024 when evaluating his pay . Pay‑versus‑performance disclosure shows the year‑end share price at $51.48 on December 31, 2024, which is also used in termination value tables .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lazard | CEO and Chairman; Director | CEO since Oct 2023; Chairman appointed late 2024; Director since Oct 2023 | Led firm’s strategy and execution; board leadership with Lead Independent Director oversight |
| Lazard | CEO of Financial Advisory | Jun 2019 – Sep 2023 | Led advisory businesses serving companies and governments globally |
| Lazard | Head of North American M&A | Jul 2018 – Jun 2019 | Senior leadership in core advisory franchise |
| Lazard | Global Co‑Head of Healthcare | Nov 2016 – Jul 2018 | Sector leadership and client development |
| Citigroup | Vice Chairman of Corporate & Investment Banking; Chairman, Financial Strategy & Solutions Group | Jan 2011 – Feb 2016 | Senior banking leadership; strategic advisory capabilities |
| U.S. Office of Management and Budget | Director | Jan 2009 – Jul 2010 | Led federal budget office; policy and management expertise |
| Congressional Budget Office | Director | Jan 2007 – Dec 2008 | Non‑partisan economic and budget leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peterson Institute for International Economics | Director | Current | Global economic policy insight and network |
| Mt. Sinai Medical Center | Director | Current | Healthcare governance and stakeholder relationships |
| National Academy of Medicine | Member | Current | Health policy and science engagement |
| New Visions for Public Schools (NY) | Director | Prior/current per 2024 proxy | Education sector governance and community engagement |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 750,000 | 787,500 | 900,000 |
| Annual Cash Incentive Bonus ($) | 1,250,000 | 2,157,500 (year‑end incentive subject to potential repayment conditions) | 3,900,000 |
| Special Cash Retention Awards ($) | 1,250,000 | 2,000,000 | — |
| All Other Compensation ($) | 75,574 | 90,403 | 160,194 |
| Total Reported Compensation ($) | 9,727,015 | 30,834,841 | 11,395,756 |
Notes:
- The 2023 annual cash incentive bonus is subject to potential repayment in full if termination for “cause” or resignation without “good reason” occurs on or prior to March 1, 2027, subject to exceptions .
- Values reflect SEC Summary Compensation Table reporting .
Performance Compensation
| Award Type / Metric | Grant Date | Target / Shares | Grant Date Fair Value ($) | Vesting / Conditions | Actual Performance/Outcome |
|---|---|---|---|---|---|
| PIPRs (in respect of 2023 performance) | Mar 12, 2024 | 168,206 | 6,435,562 | Vests on/around Mar 12, 2027; subject to achieving Minimum Value Condition within 5 years and service‑based vesting | Performance‑contingent; outcome realized at vesting date |
| PRPUs (granted Mar 2022 in respect of 2021) | Mar 2022 | Target undisclosed | Included in outstanding awards | Committee determined aggregate score of 1.78x; vested Mar 13, 2025 | 1.78x payout multiple |
| PRUs/PRSUs (granted Mar 2021 in respect of 2020) | Mar 2021 | Target undisclosed | Included in outstanding awards | Committee determined aggregate score of 1.95x; vested Mar 1/11, 2024 (timing by award type) | 1.95x payout multiple |
| Stock Price PRPUs (multi‑tranche, price milestones) | 2023 (special grants) | Tranche framework | Included in 2023 special stock awards | First two tranches achieved during 2024; remain subject to service through Aug 23, 2026 and Aug 23, 2028; final tranche contingent on future stock price increases and service through Aug 23, 2030 | Two tranches achieved; service tail to 2026/2028; final tranche pending |
| Total 2024 Incentive Determination (Committee) | 2024 | — | PIPRs ≈ 10.2m; Cash bonus ≈ 3.9m | 94% performance‑based; total comp ≈ 15m (midpoint of CEO market reference range) | Committee emphasized 2024 strong results and 55% TSR |
Narrative highlights:
- On Mar 11, 2024, prior PIPRs/PRPUs granted in Feb 2021 were exchanged one‑for‑one for common shares after meeting Minimum Value Condition and other vesting conditions .
- The Committee’s 2024 decision emphasized cost discipline, progress toward margin targets, strategy execution, and investor communication, benchmarking total CEO pay within a $12–$18m peer reference range .
Equity Ownership & Alignment
| Date / Measure | Unvested PIPRs + RSUs (Shares) | Market Value ($) | Unvested PRPUs/PRSUs/Stock Price PRPUs (Shares) | Market/Payout Value ($) |
|---|---|---|---|---|
| 12/31/2023 (Share price $34.80) | 358,092 | 12,461,602 | 598,857 | 20,840,224 |
| 12/31/2024 (Share price $51.48) | 1,119,575 | 57,635,721 | 758,154 | 39,029,768 |
Additional alignment signals:
- Special retention RSUs of 63,029 vest on Sep 3, 2025 (award made prior to becoming CEO) .
- Stock Price PRPU tranches achieved in 2024 but remain subject to continued service through 2026/2028; final tranche contingent on future stock price performance and service through 2030, aligning incentives to Lazard’s 2030 plan .
Insider trading arrangements (Rule 10b5‑1 plans):
| Adoption Date | Plan Termination | Max Shares To Be Sold | Design | Purpose |
|---|---|---|---|---|
| Dec 13, 2024 | Earlier of Apr 30, 2025 or max sold | ≈130,000 | Sells 50% of shares underlying equity awards scheduled to vest during term | Cover estimated taxes and personal expenditures |
| Mar 13, 2025 | Sep 15, 2026 or max sold | Up to 226,003 | Sells 50% of shares underlying equity awards scheduled to vest during term | Cover estimated taxes and personal expenditures |
Observation: The structured Rule 10b5‑1 selling plans suggest predictable selling linked to vest schedules and tax obligations, which can create intermittent supply over 2025–2026 as awards vest .
Employment Terms
Retention agreements and restrictive covenants:
- New retention agreement effective Apr 24, 2025 (replacing prior agreement) with continued eligibility for discretionary annual bonus and base salary; non‑compete and non‑solicit extended to nine months post‑termination; perpetual confidentiality and non‑disparagement; 12 months of continued health benefits; reduced additional age/service credit under retiree healthcare from two to one year; injunctive relief for three months post‑termination .
- Retirement eligibility for Deferred Compensation Retirement Policy occurs on Dec 16, 2027 for Mr. Orszag, after which eligible deferred awards are not subject to service‑based vesting but remain contingent on restrictive covenant compliance through original vest dates .
Severance and change‑in‑control economics (illustrative potential payments):
| Scenario (as of measurement date & assumed price) | Severance ($) | Equity Vesting ($) | Pro‑rata Annual Incentive ($) | Salary in Lieu of Notice ($) |
|---|---|---|---|---|
| 12/31/2023 prior to CIC (share price $34.80) – Involuntary Termination w/o Cause or Resignation for Good Reason | 20,050,000 | 32,069,576 | 9,125,000 | 225,000 |
| 12/31/2023 on/after CIC – same termination | 20,050,000 | 34,678,023 | 9,125,000 | 225,000 |
| 12/31/2024 prior to CIC (share price $51.48) – Involuntary Termination w/o Cause or Resignation for Good Reason | 15,762,500 | 73,527,230 | 6,981,250 | 225,000 |
| 12/31/2024 on/after CIC – same termination | 15,762,500 | 73,527,230 | 6,981,250 | 225,000 |
Notes:
- The 2023/2024 tables include “No Termination of Employment” columns showing no amounts for Mr. Orszag, indicating no acceleration absent qualifying termination under the scenarios shown .
- Equity categories include PIPR, RSU, PRPU, and Stock Price PRPU awards per company plans .
Clawback/repayment:
- 2023 annual cash incentive is subject to potential repayment if termination for cause or resignation without good reason occurs on or before March 1, 2027 (exceptions apply) .
Board Governance
- Board service history: Director since October 2023; appointed Chairman in late 2024; concurrently CEO since October 2023, reflecting a unified leadership structure with a strong Lead Independent Director role to balance independence .
- Independence and committees: Lazard reports eight of nine directors are independent; all standing committees (Audit; Compensation; Nominating & Governance; Workplace & Culture) are entirely independent with separate chairs; executive sessions occur regularly, led by the Lead Independent Director .
- Lead Independent Director: Dan Schulman appointed late 2024; serves on Compensation, Nominating & Governance, and Workplace & Culture committees .
- Committee composition examples (2025 proxy): Audit Chair Stephen R. Howe Jr.; Compensation Chair Andrew M. Alper; Nominating & Governance Chair Iris Knobloch; Workplace & Culture Chair Michelle Jarrard .
Dual‑role implications:
- CEO + Chairman concentration is mitigated by maintaining a robust Lead Independent Director with defined authorities and wholly independent committees overseeing CEO evaluation and compensation; overall Board/Committee attendance averaged over 95% in 2024, and governance practices include majority vote policy and regular executive sessions .
Director Service And Roles (Summary)
| Role | Status | Committees |
|---|---|---|
| Peter R. Orszag | CEO and Chairman; non‑independent | Not listed as a committee member; committees are entirely independent |
| Lead Independent Director (Dan Schulman) | Independent | Compensation; Nominating & Governance; Workplace & Culture |
Compensation Structure Analysis
- Mix skewed to performance: In 2024, ~94% of Mr. Orszag’s total compensation was performance‑based; incentive award totaled ~$14.1m, with PIPRs ≈$10.2m and cash bonus ≈$3.9m, placing total around $15m, midpoint of peer market reference range .
- Shift to stock price‑linked awards: 2023 included substantial special stock awards (including Stock Price PRPUs) with multi‑year service tails to 2026/2028 and performance tail to 2030, lowering near‑term cash and increasing long‑duration equity leverage .
- Disciplined governance: CEO pay determined by a fully independent Compensation Committee amid broader governance safeguards (independent committees, majority vote policy, active shareholder engagement) .
Equity Ownership & Vesting Schedules (Detail)
| Award | Key Dates | Vesting |
|---|---|---|
| PIPRs granted Mar 12, 2024 (relating to 2023) | Vests Mar 12, 2027 | Subject to Minimum Value Condition within five years and service‑based vesting |
| Special RSUs (pre‑CEO retention) | Vests Sep 3, 2025 | Service‑based vesting |
| Stock Price PRPUs | Tranches achieved in 2024 | Service conditions to Aug 23, 2026 and Aug 23, 2028; final tranche contingent on future stock price increases and service to Aug 23, 2030 |
| PRPUs (Mar 2022 grant) | Vested Mar 13, 2025 | Aggregate score 1.78x per Committee determination |
| PRUs/PRSUs (Mar 2021 grant) | Vested Mar 1/11, 2024 | Aggregate score 1.95x; one‑for‑one exchange to common shares after meeting Minimum Value Condition |
Employment Contracts & Restrictive Covenants
- Retention agreements have no fixed term; maintain base salary and discretionary bonus eligibility; extend non‑compete and non‑solicit to nine months; provide 12 months of continued health benefits; reduce retiree healthcare age/service credit from two to one year; perpetual confidentiality and non‑disparagement; injunctive relief for three months post‑termination .
- Deferred Compensation Retirement Policy implications: upon reaching retirement eligibility (Dec 16, 2027 for Mr. Orszag), eligible deferred awards cease to have service‑based vesting but remain subject to restrictive covenants through original vest dates .
Performance & Track Record
- 2024 outcomes: Adjusted net revenue $2,890m (+18% YoY); adjusted net income $244m; adjusted diluted EPS $2.34 vs $0.77 in 2023; capital returned $303m in 2024 (dividends $179m; buybacks $60m; $64m related to employee tax obligations on vesting), supporting Committee’s positive assessment of CEO performance .
- Appointment context: Board unanimously elected Mr. Orszag as CEO and Director in May 2023, effective Oct 1, 2023, citing strategic, decisive leadership and deep industry relationships .
Risk Indicators & Red Flags
- Structured insider selling via Rule 10b5‑1 plans through 2025–2026 may create periodic selling pressure as awards vest (up to ~130k shares to Apr 30, 2025, and up to 226,003 shares to Sep 15, 2026, each equal to 50% of shares underlying vesting awards) .
- Significant termination economics and equity accelerations: Illustrative potential severance of $15.8m (2024 table) and equity vesting of ~$73.5m under qualifying termination scenarios; 2023 tables show higher cash severance baseline prior to plan changes .
- Dual role risk mitigants: Robust Lead Independent Director role, independent committees, and regular executive sessions underpin board independence with CEO as Chairman .
- Clawback‑like feature: 2023 annual cash incentive subject to repayment upon specified adverse termination events through Mar 1, 2027 .
Compensation Peer Group & Say‑on‑Pay
- Committee noted a CEO market reference range of $12–$18m and positioned Mr. Orszag’s 2024 total compensation at the midpoint, indicative of pay discipline; broader governance summary emphasizes pay‑for‑performance and shareholder engagement .
Investment Implications
- Retention and alignment: Multi‑year Stock Price PRPUs with service tails to 2026/2028 and a final tranche contingent through 2030 tightly align CEO incentives to long‑term TSR and Lazard’s 2030 strategy; coupled with retirement policy mechanics, this supports executive retention and continuity .
- Near‑term trading signal: Two Rule 10b5‑1 plans indicate scheduled, tax‑covering sales equal to 50% of vesting shares through April 2025 and then through September 2026; expect episodic supply around vest dates as awards settle .
- Pay‑for‑performance: 2024 compensation was ~94% performance‑based, with Committee citing strong 2024 results (+18% adjusted net revenue, EPS uplift) and 55% TSR; this linkage suggests management confidence and disciplined incentives tied to execution of the growth plan .
- Governance risk management: CEO+Chairman structure is counterbalanced by an empowered Lead Independent Director and fully independent committees with high attendance and majority vote policy, reducing typical dual‑role governance concerns .
- Downside considerations: Large severance and acceleration values under certain termination scenarios represent meaningful contingent claims on shareholder capital; investors should monitor any changes to retention agreements or equity design that increase guaranteed elements or reduce performance thresholds .