Lazard Director Kathy Elsesser Receives Deferred Stock Unit Award

Director Equity Award Structure at Lazard

The disclosure reveals that Lazard compensates non-executive board members through deferred stock units, a compensation mechanism commonly used in the financial services industry. The award of 3,982 DSUs to Kathy Elsesser represents the company's approach to aligning director interests with shareholder interests by providing equity-based compensation. Deferred stock units are a defined form of equity incentive that defer the issuance of actual common shares until a triggering event occurs, in this case the director's departure from the board.

The use of DSUs as a compensation vehicle for board members serves multiple corporate governance objectives. By deferring conversion until board service ends, the structure encourages board continuity and retention of experienced directors. The one-for-one conversion ratio ensures transparency in the equity value provided, allowing investors and stakeholders to calculate the economic benefit of the compensation arrangement. This approach is consistent with practices at other publicly traded financial services firms where director equity incentives are structured to balance retention objectives with shareholder alignment.

Reporting Person's Board Position and Background

Kathy Elsesser holds the position of director at Lazard, Inc., based in New York. The reporting person's address is listed at the company's principal executive offices located at 30 Rockefeller Plaza in New York, New York. Board directors at Lazard are subject to Section 16 reporting obligations under the Securities Exchange Act of 1934, which requires disclosure of changes in beneficial ownership of the company's securities. This disclosure requirement enhances transparency regarding insider transactions and equity holdings for investors monitoring the company.

As a director, Elsesser participates in board-level governance of Lazard, a global financial advisory and asset management firm. Non-executive directors at publicly traded companies typically receive compensation packages combining cash retainers, meeting fees, and equity awards. The structure disclosed in this filing indicates that Lazard's compensation committee has determined that equity-based awards in the form of deferred stock units constitute an appropriate component of director compensation, linking director and shareholder interests through ownership stakes that vest or convert upon service changes.

Mechanics of Deferred Stock Unit Conversion

The disclosure specifies that the 3,982 deferred stock units will convert into an equal number of shares of Lazard common stock following the date that Elsesser resigns from or otherwise ceases to be a member of the company's Board of Directors. This conversion mechanism means that the economic benefit of the award is ultimately realized through receipt of actual common shares rather than remaining indefinitely in DSU form. The one-for-one conversion ratio provides simplicity and clarity regarding the number of shares that will result from the DSU award.

DSU conversion upon departure from the board is a standard practice in corporate governance that serves both the company and the director. For Lazard, the deferral structure helps ensure board stability during a director's tenure by conditioning full equity conversion on the completion of board service. For the director, the arrangement preserves the equity value of compensation while potentially providing tax planning benefits associated with the deferral of share issuance. The filing indicates that this conversion mechanism is part of Lazard's formal non-executive director compensation arrangement, suggesting it has been approved by the compensation committee and board as part of established director compensation policy.

Legal Framework and Incentive Plan Authority

The deferred stock units were awarded under Lazard's 2018 Incentive Compensation Plan, as amended. This plan provides the legal authority and framework for granting equity-based awards to directors, officers, and other eligible participants at the company. Incentive compensation plans are adopted by boards of directors and typically approved by shareholders to establish a mechanism for granting equity awards that align participant interests with company performance and shareholder returns. The 2018 plan, presumably amended periodically to accommodate evolving compensation practices and regulatory requirements, authorizes the compensation committee to grant various forms of equity awards including restricted stock, stock options, and deferred stock units.

The award disclosed in this filing was granted on July 23, 2026, pursuant to the authority vested in Lazard's compensation committee under the 2018 Incentive Compensation Plan. The use of an established, shareholder-approved plan ensures that the director compensation award complies with applicable corporate governance standards and federal securities regulations. By granting awards under a formal plan rather than through ad-hoc arrangements, Lazard demonstrates compliance with best practices in executive and director compensation governance, providing investors with confidence that compensation decisions follow established procedures and oversight mechanisms.

Beneficial Ownership and Direct Ownership Structure

Following the transaction, Kathy Elsesser beneficially owns 3,982 deferred stock units, which are held in direct ownership form. The filing indicates that the DSUs are owned directly by the reporting person, meaning they are held in Elsesser's name or account rather than through intermediary entities or trusts. Direct ownership provides investors with a clear picture of insider equity stakes and demonstrates that the director has a straightforward, personal interest in the company's equity value and performance. The direct ownership structure also simplifies calculation of beneficial ownership for purposes of Schedule 13G and Schedule 13D reporting thresholds that may apply to significant shareholders.

The reporting of 3,982 DSUs as direct beneficial ownership following the award transaction reflects the economic reality that Elsesser possesses the voting and economic rights associated with these units, subject to the condition that conversion to common stock occurs upon board departure. While the DSUs have not yet been converted to common stock, they represent a defined beneficial ownership interest in Lazard equity that will mature into actual share ownership at a specified future date. Investors analyzing insider ownership positions at Lazard should account for director DSU holdings as part of total director equity interests at the company.

Section 16 Reporting Obligations and Insider Disclosure

The filing was submitted in accordance with Section 16(a) of the Securities Exchange Act of 1934, which requires directors, officers, and significant shareholders to report changes in beneficial ownership of company securities. Section 16 reporting creates a transparent public record of insider transactions and holdings, allowing investors to monitor whether insiders are buying, selling, or receiving awards of company securities. This transparency mechanism is designed to provide market participants with information about insider confidence in the company and to detect potential conflicts of interest or problematic trading patterns. Lazard's directors and officers, like those at all publicly traded companies, are required to file reports disclosing equity transactions within two business days of execution.

The Form 4 filing for Kathy Elsesser's DSU award was filed on July 27, 2026, four days after the July 23, 2026 award date. This filing timeline complies with Securities and Exchange Commission deadlines for reporting insider equity transactions. The public availability of Section 16 filings creates an auditable record of insider compensation and transactions that investors can review through the SEC's EDGAR database. By maintaining public disclosure of insider equity awards and transactions, the regulatory framework ensures that shareholders have access to information about how company leaders are being compensated and whether their interests appear aligned with shareholder interests through equity ownership.

Director Compensation Context in Financial Services

At financial advisory and asset management firms like Lazard, board director compensation typically includes a combination of annual cash retainers, per-meeting fees, and equity-based awards. The use of deferred stock units as an equity component reflects industry-wide trends toward compensation structures that create meaningful shareholder alignment while providing directors with deferred, contingent equity value. The financial services industry, which includes investment banking, asset management, and wealth management businesses, typically compensates directors with equity awards to ensure that board members understand and share in the economic outcomes of their governance decisions. This practice has become increasingly standard as institutional investors and proxy advisors have advocated for equity-based director compensation as a component of sound corporate governance.

The specific award of 3,982 DSUs to Kathy Elsesser as part of Lazard's non-executive director compensation arrangement reflects the company's assessment of appropriate director compensation levels and mix. The value of this award, calculated using the stock price on the award date, contributes to the total director compensation package alongside any cash retainer and meeting fees that Elsesser may receive. Investors monitoring Lazard's governance practices may examine whether the level and structure of director compensation are consistent with industry benchmarks and whether the compensation committee has established clear metrics and processes for determining annual director equity awards.

Regulatory Compliance and Filing Accuracy

The Form 4 filing was executed and filed under the authority of the Securities Exchange Act of 1934 and includes certifications regarding the accuracy and completeness of the disclosed information. The document bears a signature line dated July 27, 2026, with notation that the form was signed by Kathy Elsesser by Shari L. Soloway under a power of attorney. The power of attorney authorization indicates that Soloway, likely an officer or representative of Lazard's legal or human resources department, was authorized to execute and file the disclosure on behalf of the reporting person. This arrangement is common at public companies where designated representatives handle routine Section 16 filing compliance.

The filing includes standard language warning that intentional misstatements or omissions of facts constitute federal criminal violations under 18 U.S.C. Section 1001 and 15 U.S.C. Section 78ff(a). This statutory language emphasizes the seriousness of Section 16 reporting obligations and reflects the importance of insider trading regulation in maintaining public confidence in the securities markets. The SEC's OMB approval and burden estimate for Form 4 filings indicate that the agency has determined the reporting requirement is justified by its importance to market transparency and investor protection, notwithstanding the compliance costs imposed on reporting persons and their companies.

Investment Implications and Transparency Considerations

The disclosure of director equity awards provides investors with transparency regarding insider compensation arrangements and equity incentive structures at Lazard. By reviewing Section 16 filings, investors can track the equity interests of company directors and officers, assess whether insider compensation levels appear reasonable, and monitor whether insiders are purchasing or disposing of company securities in open market transactions. The award of 3,982 DSUs to director Kathy Elsesser is routine non-executive director compensation that does not in itself signal any change in company direction, strategic outlook, or financial performance. Rather, it represents the regular, predictable equity compensation that Lazard provides to board members as part of its director compensation program.

Investors should note that DSU awards to non-executive directors are distinct from equity compensation to executive officers, which typically involves larger awards and may be structured to reward achievement of specific performance metrics or business objectives. The director DSU award disclosed in this filing is consistent with the company's ongoing practice of compensating non-executive directors with equity-based incentives that align with shareholder interests. While the award itself does not provide guidance regarding company performance, earnings expectations, or strategic initiatives, the filing does confirm that Lazard's board compensation committee continues to approve equity awards as part of director compensation consistent with the company's established practices.