The CEO compensation reported in the proxy summary table is $20.2 million for Christopher Hogbin, but this figure is entirely explained by a one-time make-whole award granted to compensate him for forfeited pay from his prior employer when he joined Lazard in December 2025 — it does not reflect a regular annual pay package. The ongoing CEO (Peter Orszag) received $15 million in total compensation for 2025, with approximately 94% variable and performance-linked, which is well within the expected range for a CEO of a $4.2 billion financial advisory firm and reflects a strong pay-for-performance structure. The compensation program shows meaningful improvement in response to shareholder feedback, including the introduction of a firmwide scorecard, target and maximum compensation caps, and 50% of long-term incentive awards delivered in TSR-linked units that vest based on Lazard's 3-year total shareholder return versus the S&P 1500, and the company has robust clawback policies in place.

Deloitte has audited Lazard since 2000, giving it approximately 26 years of tenure with the company, which exceeds the 25-year threshold in our policy that raises concerns about auditor independence and professional skepticism. The proxy does not provide a specific, compelling rationale for continued engagement such as an active multi-year rotation plan or exceptional audit quality metrics that would justify waiving this trigger. The non-audit fee ratio (fees for non-audit services of roughly $3.0 million versus audit fees of $9.4 million) is approximately 32%, which is within the acceptable range and does not independently trigger a concern — the tenure issue alone drives the against vote.