Lazard Ltd appointed Peter R. Orszag as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Appointment of Peter R. Orszag to Chief Executive Officer; Kenneth M. Jacobs Appointed Executive Chairman of the Board of Directors


On May 26, 2023, Lazard Ltd (the "Company") announced that the Company's Board of Directors appointed Mr. Peter R. Orszag, 54, currently Chief Executive Officer of the Financial Advisory business of the Company and Lazard Group LLC ("Lazard Group" and, collectively with the Company and its and their subsidiaries, affiliates, predecessors and successors, the "Firm"), (i) to succeed Mr. Kenneth M. Jacobs as Chief Executive Officer of the Company and Lazard Group and (ii) to serve as a member of the Board of Directors of the Company with an initial term expiring at the Company's Annual General Meeting of Shareholders in 2026 (the "Appointments"), with such Appointments, in each case, to be effective as of October 1, 2023 (the "Transition Date").


Mr. Jacobs will cease to serve as Chief Executive Officer of the Company and Lazard Group as of the Transition Date and has been appointed Executive Chairman of the Board of Directors of the Company, effective as of the Transition Date.


Mr. Orszag became Chief Executive Officer of the Firm's Financial Advisory business in June 2019. Prior to such time, he was the Firm's Head of North American Mergers & Acquisitions since July 2018 and Global Co-Head of Healthcare since November 2016. Mr. Orszag joined the Firm in May 2016 as a Vice Chairman of Investment Banking from Citigroup, where he was Vice Chairman of Corporate and Investment Banking and Chairman of the Financial Strategy and Solutions Group from January 2011 to February 2016. Mr. Orszag served as the Director of the Office of Management and Budget in the Obama Administration from January 2009 to July 2010, and was the Director of the Congressional Budget Office from January 2007 to December 2008. Mr. Orszag is a member of the Board of Directors of the Peterson Institute for International Economics, the Mt. Sinai Medical Center and New Visions for Public Schools in New York, and is a member of the National Academy of Medicine.


Mr. Orszag has no family relationship with any director or executive officer of the Firm, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Amendment to Retention Agreements with Messrs. Jacobs, Orszag and Russo


In connection with Mr. Jacobs ceasing to serve as Chief Executive Officer of the Company and Lazard Group and Mr. Orszag's Appointments, on May 25, 2023, the Company and Lazard Group entered into an amendment (collectively, the "Amendments") to the Amended and Restated Agreements Relating to Retention and Noncompetition and Other Covenants, dated as of March 31, 2022, with each of Messrs. Jacobs, Orszag and Russo (collectively, the "Agreements"). The material terms and conditions of the Amendments are substantially the same as the terms and conditions of each respective Agreement, except for the appointments and position changes described above and as set forth below.


The Amendments for each of Messrs. Orszag and Russo have a term that expires on March 31, 2028 or, if later, the second anniversary of a change in control of the Company. Effective as of the Transition Date, Mr. Orszag will be eligible to receive a base salary at an annual rate of $900,000 and Mr. Jacobs will be eligible to receive a base salary at an annual rate of $750,000.


The preceding summary of the Amendments is qualified in its entirety by reference to the Amendments attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, as though such agreements were fully set forth herein.