Stephen Howe
LazardAbout Stephen R. Howe Jr.
Stephen R. Howe Jr., age 63, is an independent director of Lazard, Inc. since February 2024, serving as Audit Committee Chair and member of the Workplace and Culture Committee . Howe was U.S. Chairman (2012–2018), U.S. Managing Partner and Americas Area Managing Partner (2006–2018) at Ernst & Young and sat on EY’s Global Executive Board until his 2018 retirement, bringing deep audit/accounting and public company governance experience; Lazard’s Board designated him an “audit committee financial expert” . He also serves on the board of Royal Caribbean Cruises Ltd., chairing its nominating and corporate governance committee, and holds non-profit trustee roles at Carnegie Hall, the Peterson Institute for International Economics, and Liberty Science Center (Chairman) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | U.S. Chairman | 2012–2018 | Led strategy/operations for >75,000 employees; governance/regulatory experience; diversity/inclusion sponsor |
| Ernst & Young (EY) | U.S. Managing Partner; Americas Area Managing Partner | 2006–2018 | Executive oversight across Americas; Global Executive Board member |
| Center for Audit Quality | Board member (prior) | Not disclosed | Governance and audit policy engagement |
| Financial Accounting Foundation | Board member (prior) | Not disclosed | Standard-setting oversight engagement |
| Colgate University | Board member (prior) | Not disclosed | Not specified |
External Roles
| Organization | Role | Start | Committee Positions |
|---|---|---|---|
| Royal Caribbean Cruises Ltd. | Director | 2019 | Chair, Nominating & Corporate Governance Committee |
| Carnegie Hall | Board of Trustees | Not disclosed | Not disclosed |
| Peterson Institute for International Economics | Board | Not disclosed | Not disclosed |
| Liberty Science Center | Board of Trustees (Chairman) | Not disclosed | Board leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Workplace and Culture Committee member .
- Audit Committee responsibilities: oversees financial statement integrity, auditor qualifications/independence, internal audit, major financial risk exposures, cybersecurity programs, and legal/regulatory compliance; all members independent/financially literate; Howe deemed “audit committee financial expert.” Audit Committee held 5 meetings in 2024 .
- Workplace & Culture Committee responsibilities: culture/engagement oversight, policy effectiveness, workforce enhancement; held 4 meetings in 2024 .
- Independence: Board determined all directors other than CEO Peter R. Orszag are independent under NYSE and Lazard standards; Howe is independent .
- Attendance: Board held 10 meetings in 2024; overall Board/Committee attendance averaged over 95%, with each current director attending at least 86% of applicable meetings .
- Lead Independent Director governance: duties include presiding over executive sessions, liaising between independent directors and management, agenda oversight, shareholder consultation, CEO performance appraisals with Compensation Committee, and coordinating committee chairs .
Fixed Compensation
- Non-employee director program (2024): $126,000 annual cash retainer; $154,000 annual deferred stock units (DSUs); additional retainers payable 45% cash/55% DSUs—$30,000 Audit Chair ($20,000 other committee chairs), $50,000 Lead Independent Director, $20,000 Audit Committee member ($15,000 other committees). Cash paid quarterly; annual DSUs typically granted around June 1; directors may elect DSUs in lieu of cash; DSUs convert 1:1 into common stock after board service; dividend equivalents paid in cash at dividend rate .
| Component | Howe Amount (2024) |
|---|---|
| Fees Earned or Paid in Cash | $115,406 |
| Stock Awards (DSUs grant-date fair value) | $237,920 |
| Total | $353,326 |
| DSU Grant Details (Howe) | Jun 3, 2024 | Jun 11, 2024 |
|---|---|---|
| DSUs Granted (units) | 4,444 | 1,470 |
| Grant-Date Fair Value ($) | $178,782 | $59,138 |
Notes: Cash compensation quarterly timing and DSU conversion/dividend equivalents apply as described above .
Performance Compensation
- Lazard does not grant stock options, SARs, or option-like instruments currently; no disclosed performance-conditioned equity for non-employee directors. Director equity is DSUs with time-based conditions; anti-hedging policy prohibits directors from short-selling or entering hedging/derivative transactions without approval (and General Counsel may not approve for directors) .
| Equity Element | Structure | Performance Metrics |
|---|---|---|
| DSUs (Director equity) | Time-based; convert 1:1 to common stock post-service; dividend equivalents in cash | None disclosed for directors |
Other Directorships & Interlocks
| Company/Org | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| Royal Caribbean Cruises Ltd. | Public company | Director; Chair Nominating & Corporate Governance | Lazard notes some directors serve on boards of organizations to which Lazard provides services/charitable contributions in the ordinary course; no specific related-party transaction flagged with RCL . |
| Various non-profits (Carnegie Hall, Peterson Institute, Liberty Science Center) | Non-profit | Trustee; Chairman (LSC) | Charitable contributions and services to tax-exempt orgs are evaluated under independence standards; ordinary-course contributions under categorical standards would not impair independence . |
Expertise & Qualifications
- Audit/accounting leadership: former EY U.S. Chairman/Managing Partner; selected for extensive audit/accounting background and public company governance/reporting experience; designated audit committee financial expert .
- Governance/regulatory: experience on boards and standard-setting bodies (Center for Audit Quality; Financial Accounting Foundation) .
- Culture and inclusion: executive sponsor for diversity/inclusiveness at EY; serves on Workplace & Culture Committee at Lazard .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (assuming conversion of applicable awards) | 5,914 shares; <1% |
| DSUs outstanding as of Dec 31, 2024 | 5,914 |
| DSU conversion terms | 1:1 to common stock post-service; dividend equivalents paid in cash |
| Anti-hedging | Hedging/derivatives/short sales prohibited for directors; General Counsel cannot approve exceptions for directors |
Note: The proxy discloses no pledging policy for directors; no loans or related party transactions disclosed involving Howe; company states some directors may have Asset Management accounts/investments in ordinary course .
Governance Assessment
- Strengths: Howe’s audit pedigree and “financial expert” designation enhance audit oversight and risk management, including cybersecurity oversight under the Audit Committee’s remit . Independence affirmed by the Board; attendance across Board/committees is robust (>95% average) with directors ≥86% participation, supporting engagement . DSU-heavy director pay aligns incentives with long-term shareholder value and defers equity until end of service .
- Potential risks/flags: Multiple commitments (Audit Chair at Lazard; committee chair at Royal Caribbean) require time discipline, though the proxy’s attendance disclosures mitigate capacity concerns . No explicit director pledging policy disclosure; monitor for any future related-party service overlaps as Lazard provides services to entities affiliated with large shareholders and organizations where directors serve—currently disclosed as ordinary-course arm’s-length arrangements .
Overall, Howe appears to strengthen board effectiveness via audit rigor, independence, and culture oversight, with alignment through DSUs and no identified related-party or hedging risks in disclosures .