Evan Russo
About Evan Russo
Evan L. Russo (born 1974) is an Interested Director of Lazard Global Total Return and Income Fund, Inc. (LGI), serving since July 2022; he is Class III with a term expiring in 2026 and is deemed “interested” due to his role at Lazard Asset Management LLC (LAM) . Russo is Chief Executive Officer of LAM (since June 2022) and previously served as Chief Financial Officer of Lazard Ltd and Lazard Group (Oct 2017–Oct 2022); he holds an undergraduate degree from Queens College, a JD from Columbia Law School, and an MBA from The Wharton School . During fiscal 2024, the Board met seven times and each Director attended at least 75% of Board and applicable committee meetings; Directors did not attend the prior year’s annual meeting of stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Ltd / Lazard Group | Chief Financial Officer | Oct 2017 – Oct 2022 | Senior financial leadership at the public parent and group prior to CEO role at LAM |
| Lazard | Managing Director | 2009 – present | Senior leadership capacity at Lazard entities |
| Lazard | Director | 2007 (joined as Director) | Entry into Lazard prior to MD and executive roles |
| Goldman, Sachs & Co. | Investment Banking Division | Prior to 2007 | Investment banking experience |
| Barclays Capital | Investment Banking | Prior to 2007 | Investment banking experience |
| Milbank, Tweed, Hadley & McCloy | Attorney | Career start | Legal training and early career foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Lazard Funds, Inc. | Director | Current | Director within the Lazard Fund Complex (29 active portfolios across complex) |
| Lazard Retirement Series, Inc. | Director | Current | Director within the Lazard Fund Complex |
| Certain foreign affiliates of LAM | Director | Current | Board roles at LAM foreign affiliates |
Board Governance
- Status: Interested Director (affiliated with LAM), not independent under the 1940 Act due to his position at LAM .
- Board structure: 75% of Directors are Independent; the Board has a Lead Independent Director (Richard Reiss, Jr.) and no Board Chair .
- Committees: Audit and Nominating Committees are comprised of all Independent Directors; LGI has no standing Compensation Committee for the Board .
- Committee assignment: As an Interested Director, Russo does not serve on the Audit or Nominating Committees .
- Meeting cadence and attendance: Board met 7 times in FY2024; Audit Committee met 4 times; Nominating Committee met once; each Director attended at least 75% of applicable meetings; Directors did not attend last year’s annual meeting .
Fixed Compensation
| Year | Cash Retainer/Fees (Fund) | Cash/Fees (Lazard Fund Complex) | Notes |
|---|---|---|---|
| 2024 | $0 (None) | $0 (None) | Interested Directors (Paul, Russo) received no compensation from the Fund or the Lazard Fund Complex |
Performance Compensation
| Year | Equity/Stock Awards | Option Awards | Performance/Bonus Elements | Notes |
|---|---|---|---|---|
| 2024 | None (Fund director compensation) | None (Fund director compensation) | None (Fund director compensation) | LGI pays no director compensation to Interested Directors; no equity or option compensation disclosed by the Fund |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| The Lazard Funds, Inc. | Registered funds | Director | Part of Lazard Fund Complex overseen alongside LGI |
| Lazard Retirement Series, Inc. | Registered funds | Director | Part of Lazard Fund Complex overseen alongside LGI |
| LAM foreign affiliates | Private/affiliates | Director | Affiliations with investment manager affiliates |
Expertise & Qualifications
- CEO of LAM with prior CFO experience at Lazard Ltd and Lazard Group, bringing deep financial, capital markets, and asset management expertise to the LGI Board .
- Legal training and practice (Milbank) and investment banking experience (Goldman Sachs, Barclays) enhance governance oversight on complex financial and transactional matters .
- Education: Queens College (BA), Columbia Law School (JD), Wharton School (MBA) .
Equity Ownership
| As of Dec 31, 2024 | Dollar Range – LGI Shares | Aggregate Dollar Range – Lazard Fund Complex |
|---|---|---|
| Evan L. Russo | None | Over $100,000 |
Additional ownership context: Directors and officers as a group owned less than 1% of LGI outstanding Common Stock as of Dec 31, 2024 .
Employment & Contracts
- LGI Board: Director since July 2022; Class III; term expires 2026 .
- Current employment: CEO of LAM since June 2022 .
- Prior employment: CFO of Lazard Ltd and Lazard Group (Oct 2017–Oct 2022); Managing Director at Lazard since 2009; joined Lazard as Director in 2007 .
- No director employment contracts, severance, or change-of-control terms for LGI Directors are disclosed; the Fund has no standing compensation committee for Board pay .
Insider Filings and Trading
| Topic | FY2024 Status |
|---|---|
| Section 16(a) beneficial ownership reporting compliance (LGI) | To the best of the Fund’s knowledge, all reporting persons complied with filing requirements for FY2024 |
Related Party & Conflict Considerations
- Investment manager affiliation: LAM serves as LGI’s investment manager; Russo is CEO of LAM, creating an inherent affiliation and “interested person” status under the 1940 Act .
- Governance mitigants: Majority-Independent Board (75%), Lead Independent Director structure, and committees composed solely of Independent Directors provide checks on potential conflicts with the investment manager .
Say-on-Pay & Shareholder Feedback
- Not applicable to the Fund; LGI’s proxy does not present an advisory say‑on‑pay vote for directors .
Compensation Committee Analysis
- The Fund does not have a standing Compensation Committee for the Board; Audit and Nominating responsibilities are separated and handled by Independent Directors .
- Director compensation for Interested Directors (including Russo) is $0 from both LGI and the Lazard Fund Complex, reducing direct pay-related conflicts at the Fund level .
Governance Assessment
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Strengths:
- Extensive financial and asset management expertise; prior CFO of Lazard Ltd and current CEO of LAM, adding capital markets and risk oversight depth to the Board .
- Majority-Independent Board with a Lead Independent Director; Audit and Nominating Committees exclusively Independent, supporting checks and balances over the investment manager .
- No director compensation paid to Russo by LGI/Lazard Fund Complex, mitigating direct compensation conflicts at the Fund level .
- Section 16(a) compliance reported for FY2024, indicating procedural rigor for insider reporting .
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Risks/Red Flags to monitor:
- Affiliation: Russo’s CEO role at LAM (LGI’s investment manager) constitutes an inherent conflict; he is properly classified as an Interested Director and does not sit on the independent committees .
- Engagement optics: Directors did not attend last year’s annual meeting; while not required, some investors view such attendance as a sign of engagement .
- Ownership alignment: Russo reported “None” for his LGI share ownership range as of Dec 31, 2024; while common for fund insiders, zero direct ownership may be perceived as weaker alignment at the specific fund level (offset by over $100,000 across the broader Lazard Fund Complex) .
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Overall view: Russo brings high‑caliber financial and governance experience valuable for oversight; independence concerns are structural given the external management model, with mitigants via strong independent committee structure and majority‑Independent Board .