Robert Solmson
About Robert M. Solmson
Independent Director (Class I) of Lazard Global Total Return and Income Fund, Inc. (LGI) since September 2004; term currently runs to the 2027 annual meeting . Born in 1947. Co‑Managing Partner and Managing Director of Fairwood Capital, LLC (2008–present), focused on real estate and hotel investments; formerly Chairman, CEO and President of RFS Hotel Investors, a REIT he formed in 1993. He serves as a director and audit committee member of Orgill, Inc., a largely privately held national hardware and lumber distributor; he is a graduate of Washington & Lee University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RFS Hotel Investors (REIT) | Former Chairman & CEO; also served as President | Formed 1993; prior role (end date not disclosed) | Founder/leader of a public REIT |
| Various corporations and non-profits | Director/Trustee roles | Not disclosed | Board service referenced in biography |
External Roles
| Organization | Type | Role | Tenure/Status | Committee Roles |
|---|---|---|---|---|
| Fairwood Capital, LLC | Private investment (real estate/hospitality) | Co‑Managing Partner & Managing Director | 2008–present | — |
| Orgill, Inc. | Largely privately held distributor | Director | Present | Audit Committee member |
| The Lazard Funds, Inc. | Open‑end funds (Lazard Fund Complex) | Director | Current | Board member across fund complex |
| Lazard Retirement Series, Inc. | Open‑end funds (Lazard Fund Complex) | Director | Current | Board member across fund complex |
Board Governance
- Independence: Solmson is classified as an Independent Director; 75% of LGI’s Board are Independent Directors, and all Audit Committee members meet NYSE independence standards .
- Committee assignments: Member, Audit Committee (the Committee comprises all Independent Directors); Member, Nominating Committee (also comprises all Independent Directors) .
- Leadership roles (boardwide): Lead Independent Director is Richard Reiss, Jr.; Audit Committee Chair is Nancy A. Eckl. Solmson is not listed as a chair of any committee .
- Attendance and engagement (FY2024): The Board met 7 times; the Audit Committee met 4 times; the Nominating Committee met once. Each Director attended at least 75% of applicable Board and committee meetings. The Fund has no formal policy on annual meeting attendance, and Directors did not attend last year’s annual meeting .
| Board Activity (FY2024) | Count/Status |
|---|---|
| Board meetings | 7 |
| Audit Committee meetings | 4 |
| Nominating Committee meetings | 1 |
| Individual attendance | Each Director ≥75% |
Fixed Compensation
- LGI compensates directors directly at the fund level and, more materially, at the Lazard Fund Complex level. Solmson’s recent compensation is below.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Aggregate Compensation from LGI (Fund) | $3,123 | $3,153 | $3,624 |
| Aggregate Compensation from Lazard Fund Complex | $245,000 | $245,000 | $252,500 |
- Structure signals: Chair and leadership premia exist at the complex level (e.g., Audit Chair $277,500; Lead Independent Director $287,500 in 2024), but Solmson received the standard Independent Director amount ($252,500) and holds no chair role .
Performance Compensation
- The Fund has no standing Compensation Committee for the Board, and the proxy discloses only aggregate director compensation; it does not describe performance-based metrics, stock awards, or option awards for directors .
| Performance-linked Elements (Directors) | Disclosure |
|---|---|
| Cash bonus/target bonus | Not described in proxy |
| Stock awards (RSUs/PSUs) | Not described in proxy |
| Option awards | Not described in proxy |
| Performance metrics (TSR, EBITDA, etc.) | Not described in proxy |
| Clawbacks/COC/severance (directors) | Not described in proxy |
Other Directorships & Interlocks
- Public company directorships (past 5 years): None disclosed for Solmson in the director chart’s “Other Public Company Directorships” field .
- Internal interlocks: In addition to LGI, each director (including Solmson) also serves as a director of The Lazard Funds, Inc. and Lazard Retirement Series, Inc., which concentrate director service within the Lazard Fund Complex .
| Entity | Public/Private | Role | Timeframe |
|---|---|---|---|
| None listed (public co., past 5 years) | — | — | — |
| The Lazard Funds, Inc. | Public registered funds | Director | Current |
| Lazard Retirement Series, Inc. | Public registered funds | Director | Current |
Expertise & Qualifications
- Career background in real estate and lodging investments (Fairwood Capital) and prior leadership of a public REIT (RFS Hotel Investors). Board and nonprofit governance experience; current private‑company audit committee member (Orgill). Undergraduate degree from Washington & Lee University .
Equity Ownership
- As of December 31, 2024, Solmson reported no ownership of LGI common stock; his aggregate holdings across the Lazard Fund Complex were “Over $100,000.” As of December 31, 2023, he also reported no LGI fund stock, with aggregate complex holdings in the $50,001–$100,000 range. Directors and officers as a group owned less than 1% of LGI outstanding shares .
| Ownership (as of year-end) | 2023 | 2024 |
|---|---|---|
| LGI Common Stock (Dollar Range) | None | None |
| Lazard Fund Complex (Aggregate Dollar Range) | $50,001–$100,000 | Over $100,000 |
| Directors & Officers group ownership of LGI | <1% of outstanding | <1% of outstanding |
Governance Assessment
- Independence and tenure: Solmson is an Independent Director with deep tenure (since 2004), providing continuity and fund-complex knowledge. The Board is majority independent (75%), and all Audit Committee members meet NYSE independence standards, supporting oversight strength .
- Committee work and oversight: He serves on the Audit Committee and, by structure, the Nominating Committee, reinforcing his role in financial reporting oversight and director selection. The Audit Committee met four times in 2024; the Board met seven times, with ≥75% attendance by each Director, indicating baseline engagement .
- Compensation and alignment: Director pay is primarily determined at the Lazard Fund Complex level; Solmson received $252,500 in 2024 versus $245,000 in 2023 and 2022, reflecting modest increases over time. He holds no LGI shares, which some investors view as a potential alignment gap for a closed‑end fund director, though he reports over $100,000 across the Lazard Fund Complex .
- Annual meeting participation and structure: Directors did not attend last year’s annual meeting, and there is no standing Compensation Committee for directors, a common structure for registered funds but still notable for governance monitoring .
- RED FLAGS to monitor:
- No LGI share ownership (Dollar Range: None) despite long service, which can be viewed as a “skin‑in‑the‑game” concern for some shareholders .
- Directors did not attend the prior annual meeting; while not required, some investors consider this a negative signal on shareholder engagement .
Additional context
- Board leadership: Lead Independent Director is Richard Reiss, Jr.; Audit Committee Chair is Nancy A. Eckl. Solmson is a non‑chair member of key committees .
- Section 16 compliance: The Fund reports all reporting persons complied with Section 16(a) filing requirements for FY2024 .