UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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THE ESTÉE LAUDER COMPANIES INC.

(Name of Registrant as Specified in Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Dear Fellow Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders. It will be held on Friday, November 17, 2023, at 10:00 a.m., Eastern Time, where we will ask you to vote on the items set forth in the Notice of Annual Meeting of Stockholders below. Our Annual Meeting will be held in a virtual-only meeting format via live webcast on the Internet.

Please vote your shares using the Internet or telephone, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you receive in response to your request. Instructions on each of these voting methods are outlined in this Proxy Statement. Please vote as soon as possible.

Thank you for your continued support.

YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY SUBMIT YOUR PROXY
BY INTERNET, TELEPHONE, OR MAIL.

THE ESTÉE LAUDER COMPANIES INC.
767 Fifth Avenue
New York, New York 10153

Notice of Annual Meeting of Stockholders

Date: Friday, November 17, 2023

Time: 10:00 a.m., Eastern Time​

Meeting Format:

We are holding the 2023 Annual Meeting in a virtual-only meeting format via live webcast on the Internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/EL2023.

Additional information is provided below, including under the heading “How can I attend the virtual-only Annual Meeting?”

ITEMS OF BUSINESS:

1.

To elect five Class III Director Nominees as Directors to serve until the 2026 Annual Meeting of Stockholders;

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2.

To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for the 2024 fiscal year;

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3.

To provide an advisory vote to approve executive compensation; and

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4.

To provide an advisory vote on the frequency of the advisory vote on executive compensation.

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We also will transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting.

THE BOARD OF DIRECTORS URGES YOU TO VOTE BY INTERNET OR BY TELEPHONE OR BY REQUESTING A PRINTED COPY OF THE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU RECEIVE IN RESPONSE TO YOUR REQUEST.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 17, 2023:
The Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders and the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 with certain exhibits (which constitutes the “Annual Report to Stockholders”) are available at www.proxyvote.com.

 

Table of Contents

 

 

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. The approximate date on which this Proxy Statement and form of proxy are first being provided to stockholders, or being made available through the Internet for those stockholders receiving their proxy materials electronically, is September 28, 2023.

2023 Annual Meeting of Stockholders

Voting Matters

Director Nominees

Below is information about the Class III Director Nominees standing for election to serve until the 2026 Annual Meeting of Stockholders, reflecting committee assignments as of the Record Date. Additional information about these Director Nominees and the other Directors can be found in this Proxy Statement. See “Election of Directors.”

 

 

 

 

 

 

Executive Compensation Highlights

 

 

THE ESTÉE LAUDER COMPANIES INC.
767 Fifth Avenue
New York, New York 10153

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 17, 2023

September 28, 2023​

Annual Meeting and Voting

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of The Estée Lauder Companies Inc. (the “Company,” “we,” or “us”), a Delaware corporation, to be voted at the Annual Meeting of Stockholders to be held in a virtual-only meeting format via live webcast on Friday, November 17, 2023, at 10:00 a.m., Eastern Time, and at any adjournment or postponement of the meeting.

How can I attend the virtual-only Annual Meeting?

We are holding the Annual Meeting in a virtual-only meeting format, and you will not be able to attend at a physical location.

If you are a registered stockholder or beneficial owner of Class A Common Stock holding shares at the close of business on September 18, 2023 (the “Record Date”), you may attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/EL2023 and logging in with the 16-digit control number found on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials (the “Notice”), as applicable. If you do not have your 16-digit control number or are not a stockholder, you will be able to register as a guest to view the live webcast by visiting the website referenced in this paragraph; however, you will not be able to vote or submit questions during the meeting. You may log into www.virtualshareholdermeeting.com/EL2023 beginning at 9:45 a.m., Eastern Time, on November 17, 2023. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time.

How can I ask a question during the Annual Meeting?

Stockholders of record may submit questions either before or during the meeting. If you wish to submit a question before the meeting, you may log into www.proxyvote.com using your 16-digit control number and follow the instructions to submit a question. Alternatively, to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/​EL2023 using the 16-digit control number and follow the instructions to submit a question.

Who may vote?

Only stockholders of record of shares of Class A Common Stock or Class B Common Stock at the close of business on the Record Date are entitled to vote at the Annual Meeting and at any adjournment or postponement of the meeting. Each owner of record of Class A Common Stock on the Record Date is entitled to one vote for each share of Class A Common Stock. Each owner of record of Class B Common Stock on the Record Date is entitled to ten votes for each share of Class B Common Stock. As of the Record Date, there were 232,296,514 shares of Class A Common Stock and 125,542,029 shares of Class B Common Stock issued and outstanding.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

In accordance with rules of the Securities and Exchange Commission (the “SEC”), we have elected to furnish to our stockholders this Proxy Statement and our Annual Report to Stockholders by providing access to these documents on the Internet rather than mailing printed copies. Accordingly, the Notice is being mailed to our stockholders of record and beneficial owners (other

 

 

than those who previously requested printed copies or electronic delivery of our proxy materials), which will direct stockholders to a website where they can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

How do I cast my vote if I am a stockholder of record?

If you are a stockholder of record (which means your shares are registered directly in your name with the Company’s transfer agent, Computershare, Inc., or you have a physical stock certificate), you can vote your shares in one of the following ways: (i) prior to the meeting, you can use the Internet via www.proxyvote.com and follow the instructions; (ii) if you received a proxy card, you can return the proxy card via mail in the postage paid envelope provided for that purpose; (iii) by telephone; or (iv) by following the instructions provided on the Notice, and by requesting a printed copy of our proxy materials and completing and returning by mail the proxy card you receive in response to your request. During the meeting, you may vote online by following the instructions at www.virtualshareholdermeeting.com/EL2023.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meeting in accordance with your instructions. To ensure that your proxy is voted, it should be received before November 17, 2023. If you submit a proxy without giving instructions, your shares will be voted as recommended by the Board of Directors.

How do I cast my vote if my shares are held in “street name?”

If you are a beneficial owner of shares held in a stock brokerage account or by a bank or other nominee (i.e. in “street name”), on the day of the Annual Meeting, you may go to www.virtualshareholdermeeting.com/EL2023, and log in by entering the 16-digit control number found on your proxy card, voting instruction form, or Notice, as applicable. If you do not have your control number, you will be able register as a guest; however, you will not be able to vote or submit questions during the meeting.

If you will not be attending the Annual Meeting, you may vote over the Internet or otherwise by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you will receive voting instructions from your broker, bank, or nominee describing the available processes for voting your shares.

If your shares are held for you by a broker, your broker must vote those shares in accordance with your instructions. If you do not give voting instructions to your broker, your broker may vote your shares for you on any discretionary items of business to be voted upon at the Annual Meeting, i.e. the ratification of the appointment of PricewaterhouseCoopers LLP (Item 2).

Important Consideration for “street name” holders: You must instruct your broker if you want your shares to be counted in the election of directors at the Annual Meeting (Item 1), the advisory vote to approve executive compensation (Item 3), and the advisory vote on the frequency of the advisory vote on executive compensation (Item 4). New York Stock Exchange rules prevent your broker from voting your shares on these matters without your instructions. Please follow the instructions provided by your broker so that your vote can be counted.

May I change my vote?

All proxies delivered pursuant to this solicitation are revocable at any time before they are exercised, at the option of the persons submitting them, by giving written notice to the Secretary of the Company at the mailing address set forth below or by submitting a later-dated proxy (either by mail, telephone, or Internet). The mailing address of our principal executive offices is 767 Fifth Avenue, New York, New York 10153. If you attend the Annual Meeting at www.virtualshareholdermeeting.com/EL2023, you may revoke your proxy and change your vote by voting online during the meeting.

 

 

What constitutes a quorum?

The holders of a majority of the votes entitled to be cast by the stockholders entitled to vote generally, present in person or by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Abstentions, broker non-votes, and votes withheld are included in the count to determine a quorum.

What if a quorum is not represented at the Annual Meeting?

In the event that a quorum does not exist, the Executive Chairman or the holders of a majority of the votes entitled to be cast by the stockholders who are present in person or by proxy may adjourn the meeting whether or not a quorum is present. At a subsequent meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

What is the vote required to approve each proposal?

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In the election of directors (Item 1), shares present at the Annual Meeting that are not voted for a particular nominee, broker non-votes, and shares present by proxy where the stockholder withholds authority to vote for the nominee will not be counted toward the nominee’s achievement of a plurality.

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The advisory vote to approve executive compensation (Item 3) is not binding on the Company. However, the Compensation Committee and the Stock Plan Subcommittee, which are responsible for designing and administering the Company’s executive compensation program, value the opinions expressed by stockholders. See “Compensation Discussion and Analysis – Advisory Vote on Executive Compensation.”

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The advisory vote on the frequency of the advisory vote on executive compensation (Item 4) is not binding on the Company. If none of the choices on the frequency vote receives a majority of the votes cast, the choice that receives the most number of votes will be considered to be the result of this advisory vote.

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Abstentions and broker non-votes do not count as votes cast, and therefore have no effect on vote outcomes.

How will my shares be voted?

All proxies properly submitted pursuant to this solicitation and not revoked will be voted at the Annual Meeting in accordance with the directions given. In the election of directors (Item 1), stockholders may vote in favor of, or withhold their votes from, each nominee. For the ratification of the appointment of PricewaterhouseCoopers LLP (Item 2) and the advisory vote to approve executive compensation (Item 3), stockholders may vote in favor of the proposal, may vote against the proposal, or may abstain from voting. For the advisory vote on the frequency of the advisory vote on executive compensation (Item 4), stockholders may vote for one year, two years, three years,

 

 

or may abstain from voting. Stockholders should specify their choices on the proxy card or pursuant to the instructions thereon for telephone or Internet voting. If no specific choices are indicated, the shares represented by a properly submitted proxy will be voted:

1.

FOR the election of each nominee as director;

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2.

FOR the ratification of the appointment of PricewaterhouseCoopers LLP as independent auditors;

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3.

FOR the advisory resolution to approve executive compensation; and

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4.

FOR ONE YEAR on the frequency of the advisory vote on executive compensation.

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If you have returned your signed and completed proxy card, and other matters are properly presented at the Annual Meeting for consideration, the proxy holders appointed by the Board of Directors (the persons named in your proxy card if you are a stockholder of record) will have the discretion to vote on those matters for you.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

May I see a list of stockholders entitled to vote as of the Record Date?

In accordance with Delaware law, a list of registered stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose germane to the Annual Meeting, by appointment, at the office of Spencer G. Smul, Senior Vice President, Deputy General Counsel and Secretary of the Company, 767 Fifth Avenue, New York, NY 10153, ten days prior to the Annual Meeting.

Can I access the Notice of Annual Meeting, Proxy Statement, and Annual Report to Stockholders on the Internet?

Our Proxy Statement (including Notice of Annual Meeting) and our Annual Report on Form 10-K for the fiscal year ended June 30, 2023 with certain exhibits (which constitutes the “Annual Report to Stockholders”) are available for stockholders at www.proxyvote.com.

These materials are also available in the “Investors” section of our website at www.elcompanies.com. Instead of receiving future copies of our Proxy Statement (including Notice of Annual Meeting) and Annual Report to Stockholders by mail, stockholders can access these materials online. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to you; an electronic link to the proxy voting site will be provided to you. Stockholders of record can enroll at www.proxyvote.com for online access to future proxy materials. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

What is “householding” and how may I obtain a separate set of proxy materials?

Householding is a procedure approved by the SEC under which multiple stockholders (of record or beneficially) who have the same address may receive only one copy of a company’s annual report to stockholders, proxy statement, or Notice of Internet Availability of Proxy Materials from the company, broker, bank, or other intermediary, unless one or more of these stockholders notifies the company, broker, bank, or other intermediary, as applicable, that it wishes to receive separate copies. We do not “household” for our stockholders of record. However, if you are a beneficial owner of shares held in “street name,” your broker, bank, or other intermediary may be householding your account. If you are a street name holder, you may contact your broker, bank, or other intermediary directly if you wish (i) to receive a separate copy of the Company’s Annual Report to Stockholders, Proxy Statement, or Notice, as applicable, now or in the future or, alternatively, (ii) to request householding if you and other stockholders at your address are receiving multiple copies. In addition, you may (i) write to the Householding Department at Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717, or (ii) phone (866) 540-7095.

 

 

Election of Directors
(Item 1)

Board of Directors

As of the Record Date (September 18, 2023), our Board of Directors (the “Board”) is comprised of 16 directors. The directors are divided into three classes, each serving for a period of three years. As of the Record Date, Class I is comprised of four directors, Class II is comprised of six directors, and Class III is comprised of six directors.

The stockholders elect one class of the members of the Board annually. The directors whose terms will expire at the 2023 Annual Meeting of Stockholders are Charlene Barshefsky, Wei Sun Christianson, Angela Wei Dong, Fabrizio Freda, Jane Lauder, and Leonard A. Lauder. With the exception of Ms. Christianson and Mr. L. Lauder, each of these directors has been nominated to stand for re-election as a Class III director at the 2023 Annual Meeting, to hold office until the 2026 Annual Meeting and until his or her successor is elected and qualified.

In August 2023, Mr. L. Lauder and Ms. Christianson notified the Company of their decisions not to stand for re-election as Class III directors at the 2023 Annual Meeting on November 17, 2023. Both are expected to remain on the Board until such meeting, when their current terms expire. Gary M. Lauder, a son of Mr. L. Lauder and the brother of William P. Lauder, Executive Chairman, has been nominated by the Board to stand for election as a Class III Director at the 2023 Annual Meeting, as Mr. L. Lauder’s designee under the Stockholders’ Agreement (as described below). Accordingly, the nominees for election as Class III Directors at the 2023 Annual Meeting are Charlene Barshefsky, Angela Wei Dong, Fabrizio Freda, Gary M. Lauder, and Jane Lauder. In the unanticipated event that one or more of the nominees is unable or declines to serve for any reason, the Board may reduce the number of directors or take action to fill any vacancy. Effective November 17, 2023, the Board size will decrease from 16 to 15 directors, and the size of Class III will decrease from 6 to 5 directors. The Company is tremendously grateful for the valuable insights and contributions of Mr. L. Lauder and Ms. Christianson during the time they served on our Board.

Lauder Family Members, including related entities, who control the Company have agreed to vote their shares in favor of four individuals as directors: Gary M. Lauder, Jane Lauder, Ronald S. Lauder, and William P. Lauder. The term “Lauder Family Members” is defined below (see “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation”).

Director Qualifications. Our Board is comprised of individuals with diverse and complementary business experience, leadership experience, and financial experience. Many of our directors have leadership experience at major domestic and multinational companies, as well as experience on the boards of other companies and organizations, which provides an understanding of different business processes, challenges, and strategies. Other directors have government, legal, public policy, or media experience that provides insight into issues faced by public companies. The members of the Board are inquisitive and collaborative, challenging yet supportive, and demonstrate maturity and sound judgment in performing their duties. The Board believes that the above-mentioned attributes, along with the leadership skills and other experience of its Board members, some of which are described in the biographies below, provide the appropriate perspectives and judgment to guide the Company’s long-term strategy, monitor progress, and oversee management.

 

 

The Company does not have a specific policy on diversity of the Board. Instead, the Board evaluates nominees in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on the group’s diversity of experience, represent stockholder interests through the exercise of sound judgment. Such diversity of experience may be enhanced by a mix of different professional and personal backgrounds and experiences. The Company is proud to have a diverse Board, including with respect to gender and race. As of the Record Date, seven of our directors are women; one of our directors self-identifies as Black or African American; one of our directors self-identifies as Afro-Latino; and three of our directors self-identify as Asian.

 

 

Nominees for Election to Term Expiring 2026 (Class III)

 

 

 

 

 

 

Incumbent Directors – Term Expiring 2024 (Class I)

 

 

 

 

Incumbent Directors – Term Expiring 2025 (Class II)

 

 

 

 

 

 

Additional Information Regarding the Board of Directors

Stockholders’ Agreement and Lauder Family Control. All Lauder Family Members who are party to a stockholders’ agreement with the Company (the “Stockholders’ Agreement”) have agreed to vote shares beneficially owned by them for Leonard A. Lauder (or for one of his sons), Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by each as a director of the Company. Aerin Lauder and Jane Lauder are parties to the Stockholders’ Agreement solely as trustees of certain trusts. The term “Lauder Family Members” is defined below (see “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation”). Shares subject to the Stockholders’ Agreement represent approximately 83% of the voting power of the Company as of the Record Date. The right of each of Leonard A. Lauder (or his sons) and Ronald S. Lauder (or his daughters) to designate a nominee exists only when he (including his descendants) beneficially owns (other than by reason of the Stockholders’ Agreement) shares of Common Stock with at least 10% of the total voting power of the Company. In accordance with the Stockholders’ Agreement, Leonard A. Lauder designated William P. Lauder and Gary M. Lauder as directors, and Ronald S. Lauder designated himself and Jane Lauder as directors. The right of each of Leonard A. Lauder (or one of his sons) and Ronald S. Lauder (or one of his daughters) to be nominated will exist so long as he (including his descendants) beneficially owns shares of Common Stock with at least 5% of the total voting power of the Company. In the event that Leonard A. Lauder ceases to be a member of the Board of Directors by reason of his death or disability, then his sons, William P. Lauder and Gary M. Lauder, will succeed to his rights to be nominated as a director and to designate one nominee. If either son is unable to serve by reason of his death or disability, the other son will have the right to designate a nominee. Similarly, Aerin Lauder and Jane Lauder, Ronald S. Lauder’s daughters, will succeed to their father’s rights upon his death or disability. If either daughter is unable to serve by reason of her death or disability, the other daughter will have the right to designate a nominee. In the event none of Leonard A. Lauder and his sons and Ronald S. Lauder and his daughters are able to serve as directors by reason of death or disability, then the rights under the Stockholders’ Agreement to be a nominee and to designate a nominee will cease. The Stockholders’ Agreement contains a “sunset provision.” Under this provision, the Stockholders’ Agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the Stockholders’ Agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company.

Controlled Company Exemptions. The Lauder family has direct and indirect holdings of approximately 84% of the voting power of the Company as of the Record Date. The Company is a “controlled company” under the rules of the New York Stock Exchange (the “NYSE”) because the Lauder family and their related entities hold more than 50% of the voting power of the outstanding voting stock. As such, the Company may avail itself of exemptions relating to the Board and certain Board committees. Despite the availability of such exemptions, the Board of Directors has determined that it will have a majority of independent directors and that both the Nominating and ESG Committee and the Compensation Committee will have otherwise required provisions in their charters. As permitted by the NYSE rules for “controlled companies,” our Board does not require that the Nominating and ESG Committee and the Compensation Committee be comprised solely of independent directors.

Board Committees. The Board of Directors has established the following standing committees: the Audit Committee; the Compensation Committee (which includes the Stock Plan Subcommittee); and the Nominating and ESG Committee. Each director on these committees is an independent director except for William P. Lauder, who is a member of the Nominating and ESG Committee, and Richard D. Parsons, who is a member of the Nominating and ESG Committee and the Compensation Committee. Each committee reports regularly to the Board and has the authority to engage its own advisors. From time to time, the Board considers the composition of our Board committees. During fiscal 2023, there were a number of changes in our committee composition. Effective July 11, 2022, Ms. Dong joined the Audit Committee, and effective November 18, 2022: (i) Ms. Tejada joined the Compensation Committee (and the Stock Plan Subcommittee) and left the Audit Committee, and (ii) Mr. Zannino left the Compensation Committee (and the Stock Plan Subcommittee). As previously

 

 

noted, Ms. Christianson is not standing for re-election at the 2023 Annual Meeting, and therefore, she will no longer be on the Nominating and ESG Committee after such meeting.

Committee Composition as of the Record Date

   Chair         Member

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Also member of Stock Plan Subcommittee

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*

Presiding Director

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Copies of the charters adopted by the Board of Directors for each committee may be found in the “Investors” section of the Company’s website, www.elcompanies.com, under “Corporate Governance.”

The Audit Committee, among other things, appoints the independent auditors; reviews the independence of such auditors; approves the scope of the annual audit activities of the independent auditors and the Company’s Internal Audit department; reviews audit results; reviews and discusses the Company’s financial statements with management and the independent auditors; reviews and discusses with the Board the Company’s policies for risk assessment and risk management; and is responsible for our related person transactions policy. The committee’s scope of oversight responsibilities includes information technology, cybersecurity, taxes, treasury, and legal matters. The committee meets periodically with the Chief Financial Officer, the head of internal audit, and representatives of the independent auditors. The Board of Directors has determined that each of Mr. Fribourg and Mr. Zannino qualifies as an “Audit Committee Financial Expert” in accordance with SEC rules.

 

 

The Compensation Committee establishes and approves compensation plans and arrangements with respect to the Company’s executive officers and administers the Company’s Executive Annual Incentive Plan. The Stock Plan Subcommittee has authority over all decisions regarding awards to executive officers under the Company’s share incentive plans and authority to administer the Company’s share incentive plans under which executive officers and other employees may receive equity grants. The Company also has an Employee Equity Award Committee, the sole member of which is Mr. Freda; the purpose of this committee is to make limited grants of equity awards under the share incentive plan to employees who are not executive officers.

Compensation Committee Interlocks and Insider Participation. During fiscal 2023, Ambassador Barshefsky, Mr. Fribourg, Mr. Parsons, Ms. Tejada, and Mr. Zannino served on the Compensation Committee. None of these directors is a former or current officer or employee of the Company or any of its subsidiaries. During fiscal 2023, none of our executive officers served as a member of the compensation committee (or other committee performing similar functions) or as a director of any other entity of which an executive officer served on our Board or Compensation Committee. None of the directors who served on our Compensation Committee during fiscal 2023 has any relationship requiring disclosure under this caption under SEC rules.

The Nominating and ESG Committee’s responsibility for corporate governance matters includes oversight of the Company’s environmental, social, and governance (“ESG”) activities and practices, including citizenship and sustainability matters. Among other things, the committee proposes candidates to fill vacancies on the Board and recommends nominees for election as members of the Board; oversees CEO succession planning; considers and makes recommendations regarding Board practices and procedures; considers corporate governance issues that arise from time to time and makes appropriate recommendations for the Board regarding such matters; and reviews the compensation for service as a Board member. As previously noted, Ms. Christianson is not standing for re-election at the 2023 Annual Meeting, and therefore, she will no longer be on this committee after such meeting.

Board and Board Committee Meetings; Annual Meeting Attendance; and Executive Sessions.
Directors are expected to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. In furtherance of the Board’s role, directors are expected to attend all scheduled Board and Board committee meetings and all meetings of stockholders. In fiscal 2023, the Board of Directors met six times, the Audit Committee met eight times, the Compensation Committee met five times (and the Stock Plan Subcommittee met five times), and the Nominating and ESG Committee met four times. The total combined attendance for all Board and committee meetings in fiscal 2023 was over 95%. No director attended less than 75% of Board and committee meetings in fiscal 2023. The non-employee directors met five times in executive session in fiscal 2023. Directors are expected to attend the Annual Meeting of Stockholders. Fifteen of the 16 directors who were on the Board attended our Annual Meeting of Stockholders in November 2022, and one director was unable to attend the meeting.

Board Leadership Structure. Our Board is currently led by our Executive Chairman, who is a member of the Lauder family. In addition, we have an independent director who serves as our Presiding Director. A majority of the directors on our Board are independent. As of our Record Date, there are 16 directors on our Board, comprised of: (i) our President and Chief Executive Officer (“CEO”); (ii) 11 non-employee directors (10 of whom are independent); and (iii) 4 directors who are

 

 

members of the Lauder family, including our Executive Chairman. Effective November 17, 2023, the Board size will decrease from 16 to 15 directors, as noted above. The Presiding Director presides at all meetings or executive sessions of non-employee or independent directors. The Board of Directors considers this structure appropriate in view of the Lauder family’s significant investment in the Company. The structure also comports with the Stockholders’ Agreement among various members of the Lauder family and the Company. See “Additional Information Regarding the Board of Directors – Stockholders’ Agreement and Lauder Family Control.”

In addition to his responsibilities as Chairman of the Board, Mr. W. Lauder, as Executive Chairman, works with the CEO to set overall vision, strategy, financial objectives, and investment priorities for the business. Mr. W. Lauder also provides high-level leadership in areas that are important to the Company, including marketing, trade relations, global communications, social impact and sustainability, and regulatory affairs.

As provided in our Corporate Governance Guidelines, an independent director serves as our Presiding Director. The Presiding Director serves a one-year term beginning with the meeting of the Board immediately following the Annual Meeting of Stockholders. Ambassador Barshefsky served as the Presiding Director for all executive sessions of the Board in fiscal 2023. She has been re-appointed by the Board to serve as the Presiding Director for an additional one-year term beginning after the 2023 Annual Meeting.

Lauder Family Control

Our Company was founded over 75 years ago by Estée and Joseph Lauder, and subsequent generations of Lauders have had significant involvement in the business and management of the Company. For almost 50 years, the business was run as a private family enterprise. Since our initial public offering in 1995, we have been a publicly traded, family-controlled company that continues to benefit from the Lauder family’s demonstrated dedication and commitment to its long-term success. The members of the Lauder family are connected to the Company not just financially through their ownership of common stock but just as fundamentally through their historical legacy of long-term family stewardship that continues today. As of the Record Date, both of Estée and Joseph Lauder’s sons, Leonard A. Lauder and Ronald S. Lauder, are Executive Officers and members of our Board of Directors. Leonard Lauder is Chairman Emeritus, and Ronald Lauder is Chairman of Clinique Laboratories, LLC. Leonard Lauder’s son William P. Lauder is Executive Chairman, and Ronald Lauder’s daughter Jane Lauder is Executive Vice President, Enterprise Marketing and Chief Data Officer. William Lauder and Jane Lauder also serve on our Board of Directors. Ronald Lauder’s daughter Aerin Lauder is the Style and Image Director for the Estée Lauder brand. As previously noted, Gary M. Lauder, a son of Leonard A. Lauder and the brother of William P. Lauder, has been nominated by the Board to stand for election as a Class III Director at the 2023 Annual Meeting.

Controlled Company Features including Sunset Provisions for Class B Common Stock and the Stockholders’ Agreement

As referenced above, we are a “controlled company” under the rules of the New York Stock Exchange (the “NYSE”) because the Lauder family and their related entities hold more than 50% of the voting power of the outstanding voting stock. We note that the controlled company structure is not uncommon in the beauty industry. Our controlled company structure includes dual class stock, a classified board, and a Stockholders’ Agreement that requires the members of the family who are party to the agreement to vote in favor of up to four director nominees designated by members of the family. In addition, we have non-independent directors on our Nominating and ESG Committee and Compensation Committee. Each of these matters is explained below.

Dual Class Stock Structure. Under our dual class stock structure, holders of Class A Common Stock have one vote per share, and holders of Class B Common Stock (limited to members of the Lauder family and related entities) have 10 votes per share. Our Certificate of Incorporation contains a sunset provision, which provides that if on the record date for any meeting of stockholders of the Company, the outstanding Class B Common Stock constitutes less than 10% of the total outstanding Common Stock, then each share of Class B Common Stock shall be converted automatically as of the

 

 

record date into one share of Class A Common Stock with one vote per share. As of the record date for the 2023 Annual Meeting of Stockholders, the outstanding Class B Common Stock constituted approximately 35% of the total outstanding Common Stock.

Board Composition; Voting under the Stockholders’ Agreement. Our Board of Directors is divided into three classes, each serving for a period of three years. As explained above, Lauder Family Members who are party to the Stockholders’ Agreement have agreed to vote shares beneficially owned by them in favor of up to four individuals as directors. The Stockholders’ Agreement contains a sunset provision, pursuant to which the agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company. Shares subject to the Stockholders’ Agreement represented approximately 83% of the voting power of the Company as of the Record Date for the 2023 Annual Meeting of Stockholders.

Committee Composition including Independent Committee Leadership; Independent Presiding Director; Majority of Independent Directors. As permitted by the NYSE rules for “controlled companies” such as ours, we do not require that our Nominating and ESG Committee be comprised solely of independent directors. Our Executive Chairman William P. Lauder, who is not an independent director, serves on our Nominating and ESG Committee, and Richard D. Parsons, who is not an independent director, serves on our Nominating and ESG Committee and our Compensation Committee. We believe this committee service is appropriate because of the valuable contributions that Mr. W. Lauder and Mr. Parsons make; as reflected in the biographical information above, each has extensive business, leadership and financial experience. In addition, Mr. W. Lauder is a significant stockholder and member of the founding family. We note that all the directors on our Audit Committee, including the Chair, are independent, as are the Chairs of our Nominating and ESG Committee and our Compensation Committee. Our Stock Plan Subcommittee, which approves all equity grants to our executive officers including the CEO, is comprised solely of independent directors. In addition, our Presiding Director is independent. As a controlled company, we are not required by the NYSE rules to have a majority of independent directors. However, our Board has determined that it will have a majority of independent directors. As of the Record Date for the 2023 Annual Meeting of Stockholders, 10 of our 16 Board members (approximately 63%) are independent.

Lauder Family Ownership as a Strategic Advantage

We believe that the Lauder family control and its long-term stewardship have provided a strategic advantage to our Company. Mrs. Estée Lauder formulated our unique marketing philosophy to provide “High-Touch” services and high-quality products as the foundation for a solid and loyal consumer base. The Lauder family envisioned and effected the remarkable expansion of the business from a handful of products sold under a single brand in a few prestigious department stores in the United States to a beloved multi-brand, multi-category, multi-channel global icon. Today, we are one of the world’s leading manufacturers, marketers, and sellers of quality skin care, makeup, fragrance, and hair care products, and are a steward of luxury and prestige brands globally. Our products are sold in approximately 150 countries and territories under a number of well-known brand names. We believe that historically, our ownership structure and the Lauder family’s “patient capital” approach have provided a strategic advantage, helping to mitigate some of the short-term pressures faced by widely-held companies and allowing management and the Board to focus more on long-term sustainable growth that generally benefits all stockholders. For example, the close strategic alignment between our CEO and our largest stockholders provides management the flexibility to efficiently pivot as needed to address short-term matters while also supporting transformational changes necessary for the Company’s long-term success. In addition, the Lauder family values have played an important role in our unique work culture that celebrates inclusion, diversity, and equity, which we believe has helped us to attract and retain top talent. Between the Company’s initial public offering in November 1995 and the end of our most recent fiscal year (June 30, 2023), we have achieved an annualized Total Stockholder Return (“TSR”) of 13%, as compared to an annualized TSR of 10% for the S&P 500 Index and 9% for the S&P Consumer Staples Index.

 

 

CEO Succession Planning Process. Our Board of Directors works closely with the Nominating and ESG Committee regarding CEO succession planning and reviews succession plans on an ongoing basis. The Board has numerous opportunities to meet with, and assess development plans for, members of management and other potential leaders, including through formal presentations to the Board and its committees, as well as informal discussions and events. The Board has established a succession process in the event of the death or disability of the CEO.

Board Role in Risk Oversight. Our Board of Directors regularly receives reports from our CEO and other members of senior management regarding areas of significant risk to us, including strategic, operational, financial, legal and regulatory, cybersecurity, and reputational risks. However, senior management is responsible for assessing and managing the Company’s various risk exposures on a day-to-day basis. In this regard, various management functions within the Company, such as Legal, Finance, Treasury, Internal Audit, Information Technology, Global Supply Chain, Research & Development, and Environment, Health and Safety, focus on particular risks. Management has a systemic and integrated approach to overall risk management that includes the identification of risks and mitigation plans in the strategic planning process. The Board’s role is one of oversight, assessing major risks facing the Company and reviewing options for their mitigation with management. In addition, the Audit Committee reviews and discusses with management our enterprise risk management processes.

Risk in Compensation Programs. The Company has a framework for evaluating incentive plan design features that may encourage or help mitigate risk, such as a mix of compensation elements, metrics, leverage, caps, and time horizons, in order to determine whether the risks arising from our compensation programs (in addition to those applicable only to executive officers) are reasonably likely to have a material adverse effect on the Company. Using this framework in fiscal 2023, we concluded that our compensation programs are not reasonably likely to have a material adverse effect on the Company. The results were reviewed with senior management and the Compensation Committee.

Board Membership Criteria. The Nominating and ESG Committee works with the Board on an annual basis to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. All directors should possess the highest personal and professional ethics as well as an inquisitive and objective perspective, practical wisdom, and mature judgment. In evaluating the suitability of individual Board members, the Board takes into account many factors, including general understanding of marketing, finance, and other disciplines relevant to the success of a large publicly traded company in today’s business environment; understanding of the Company’s business on a technical level; and educational and professional background. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on its diversity of experience, represent stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and ESG Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

Upon determining the need for a new director candidate, the Nominating and ESG Committee will identify one or more director candidates and evaluate each candidate under the criteria described above based on the information it receives with a recommendation or that it otherwise possesses, which information may be supplemented by additional inquiries. Application of these criteria involves the exercise of judgment and cannot be measured in any mathematical or routine way. Based on its assessment of each candidate’s independence, skills, and qualifications and the criteria described above, the Committee will make recommendations regarding potential director candidates to the Board. From time to time, the Committee may engage a third-party firm to assist with identifying and evaluating potential director candidates. The Committee will evaluate stockholder-recommended candidates in the same manner as other candidates. Candidates may also be designated pursuant to the Stockholders’ Agreement. See “Additional Information Regarding the Board of Directors – Stockholders’ Agreement and Lauder Family Control.” As

 

 

previously noted, Gary M. Lauder has been nominated by the Board to stand for election as a Class III Director at the 2023 Annual Meeting, as Leonard A. Lauder’s designee under the Stockholders’ Agreement.

Board Independence Standards for Directors. To be considered “independent” for purposes of membership on the Company’s Board of Directors, the Board must determine that a director has no material relationship with the Company, including any of its subsidiaries, other than as a director. For each director, the Board broadly considers all relevant facts and circumstances. In making its determination, the Board considers the following categories of relationships to be material, thus precluding a determination that a director is “independent:”

(i)

the director is an employee of the Company, or an immediate family member of the director is an executive officer of the Company, or was so employed during the last three years.

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(ii)

the director receives, or an immediate family member of the director receives, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).

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(iii)

(A) the director is a current partner or employee of a firm that is the Company’s internal or external auditor, (B) the director has an immediate family member who is a current partner of such a firm, (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit, or (D) the director or an immediate family member of the director was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time.

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(iv)

the director or an immediate family member of the director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee.

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(v)

the director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of  $1 million, or 2% of such other company’s consolidated gross revenues.

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Additionally, the following relationships will not be considered to be “material” relationships that would impair a director’s independence:

(i)

any of the relationships described in (i)-(v) above, if such relationships occurred more than three years ago, or

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(ii)

if a director is a current employee, or an immediate family member of a director is a current executive officer of another company that does business with the Company and such other company, during the current or last fiscal year, made payments to, or received payments from, the Company of less than $1 million or 2% of such other company’s consolidated gross revenues, whichever is greater.

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Contributions to tax exempt organizations shall not be considered payments for purposes of these independence standards. An “immediate family member” includes a director’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.

The Board reviews at least annually whether directors meet these Director Independence Standards. The following directors have been determined by the Board to be “independent” pursuant to NYSE rules and the Company’s Independent Director Standards described above: Charlene Barshefsky, Wei Sun Christianson, Angela Wei Dong, Paul J. Fribourg, Jennifer Hyman, Arturo Nuñez, Lynn Forester de Rothschild, Barry S. Sternlicht, Jennifer Tejada, and Richard F. Zannino. The Board also determined that Rose Marie Bravo, who retired from the Board effective

 

 

November 17, 2022, was independent during the time she was a member of our Board. In order to be considered “independent” under NYSE rules for purposes of serving on the Company’s Audit Committee or Compensation Committee, a director also may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company, other than as a director, and may not be an “affiliated person” of the Company. Audit Committee members may receive directors’ fees and fixed payments for prior service with the Company. The Board has determined that each member of the Audit Committee and each independent member of the Compensation Committee meets these additional independence requirements.

Communications with the Board. A stockholder or any other interested party may communicate with the Board, any Committee thereof, the non-management directors as a group, or any individual director, including the Presiding Director, by addressing the correspondence to that individual or group, c/o General Counsel, The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. The General Counsel or a designee will review such correspondence and forward to the intended recipient(s) if the substance relates to the duties and responsibilities of the Board or director; at the discretion of the General Counsel or a designee, materials considered to be inappropriate or harassing, unsolicited advertisements, or promotional materials may not be forwarded.

Director Nominees Recommended by Stockholders. The Nominating and ESG Committee will consider stockholder recommendations of nominees in the same manner as and pursuant to the same criteria by which it considers all other nominees, except for nominations received pursuant to the Stockholders’ Agreement. Stockholders who wish to suggest qualified candidates should send their written recommendation to the Nominating and ESG Committee, c/o General Counsel, The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. The following information must accompany any such recommendation by a stockholder: (i) the name and address of the stockholder making the recommendation; (ii) the name, address, telephone number, and social security number of the proposed nominee; (iii) the class or series and number of shares of the Company that are beneficially owned by the stockholder making the recommendation; (iv) a description of all arrangements or understandings between the stockholder and the candidate, and an executed written consent of the proposed nominee to serve as a director of the Company if so elected; (v) a copy of the proposed nominee’s resume and references; and (vi) an analysis of the candidate’s qualifications to serve on the Board of Directors and on each of the Board’s committees in light of the criteria for Board membership established by the Board. See “Board Membership Criteria.” For stockholders intending to nominate an individual for election as a director directly, there are specific procedures set forth in our bylaws. See “Stockholder Proposals and Director Nominations for the 2024 Annual Meeting” below.

Corporate Governance Guidelines and Code of Conduct

The Board of Directors has developed corporate governance practices to help it fulfill its responsibilities to stockholders in providing general direction and oversight of management of the Company. These practices are set forth in the Company’s Corporate Governance Guidelines. The Company also has a Code of Conduct (the “Code”) applicable to all employees, officers, and directors of the Company including the Chief Executive Officer and the Chief Financial Officer. These documents, as well as any waiver of a provision of the Code granted to any senior officer or director or any material amendment to the Code, may be found in the “Investors” section of the Company’s website: www.elcompanies.com under “Corporate Governance.”

Related Person Transactions Policy and Procedures

We have a written policy (the “Related Person Transactions Policy”) that sets forth procedures for the review, approval, and ratification of transactions involving “Related Persons.” Such persons consist of any director, director nominee, executive officer, any beneficial owner of more than 5% of the Company’s Common Stock, any immediate family member of such persons, and any other person deemed to be a Related Person under the rules of the SEC. Under the Related Person Transactions Policy, a “Transaction” includes any financial transaction, arrangement, or relationship

 

 

(including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships where the Company and a Related Person are participants. The Audit Committee is responsible for administering this policy.

When a potential Related Person Transaction is identified, our policy requires that it be promptly reported to either the General Counsel or the Secretary to review. If it is determined that such Transaction is not within the scope of the Related Person Transactions Policy, then no further action is necessary. Otherwise, the Transaction shall be presented to the Audit Committee to make an assessment and determination. If the Audit Committee determines that a Related Person Transaction is inconsistent with the interests of the Company and its stockholders, the Audit Committee shall prohibit such transaction. If the Related Person at issue is a director of the Company, or an immediate family member of a director, then such director shall not participate in the assessment or determination of the Transaction being reviewed. The information presented to the Audit Committee in connection with its assessment may include the following: (i) the Related Person’s relationship to the Company; (ii) a description of the Transaction, including the material terms, the approximate aggregate value, and the identities of other parties; (iii) the benefits of the Transaction to the Company and the Related Person; (iv) the availability of other sources of comparable products or services; and (v) any other relevant information. If the Audit Committee determines that the Related Person has a direct or indirect material interest in any Transaction, the Transaction shall be disclosed in the Company’s proxy statement.

Certain Relationships and Related Transactions

Lauder Family Relationships and Compensation. Leonard A. Lauder is Chairman Emeritus, and his brother Ronald S. Lauder is Chairman of Clinique Laboratories, LLC. Leonard A. Lauder and Ronald S. Lauder are also directors of the Company. Leonard A. Lauder has two sons, William P. Lauder and Gary M. Lauder. William P. Lauder is Executive Chairman and in such role is Chairman of the Board of Directors. Gary M. Lauder is a nominee for election as a Class III Director at the 2023 Annual Meeting and is not an employee of the Company. Ronald S. Lauder has two daughters, Aerin Lauder and Jane Lauder. Aerin Lauder is not an employee of the Company; she is the Style and Image Director for the Estée Lauder brand (see “Agreements with Aerin Lauder” below for additional information). Jane Lauder, an executive officer of the Company, is Executive Vice President, Enterprise Marketing and Chief Data Officer. She is also a member of our Board of Directors.

Fiscal 2023 Compensation for Certain Lauder Family Members. Leonard A. Lauder’s annual base salary for fiscal 2023 was $1,800,000. Ronald S. Lauder’s annual base salary for fiscal 2023 was $650,000. In addition to his salary, Mr. R. Lauder also received a bonus of  $179,150 for fiscal 2023. Jane Lauder’s annual base salary for fiscal 2023 was $970,000. In addition to her salary, Ms. J. Lauder also received a bonus of  $447,950, PSUs with a target payout of 2,957 shares of Class A Common Stock, stock options for 8,997 shares of Class A Common Stock with an exercise price of  $246.15 per share, and RSUs for 2,957 shares of Class A Common Stock, in each case for fiscal 2023. Each of these Lauder Family Members is entitled to participate in standard benefit plans, such as the Company’s pension and medical plans. See “Executive Compensation” for information regarding fiscal 2023 compensation, and the employment agreement, for William P. Lauder.

Fiscal 2024 Compensation for Certain Lauder Family Members. Leonard A. Lauder’s annual base salary for fiscal 2024 is $1,800,000. Ronald S. Lauder’s annual base salary for fiscal 2024 is $650,000, and he has a target incentive bonus opportunity of  $350,000. Jane Lauder’s annual base salary for fiscal 2024 is $970,000. For fiscal 2024, Ms. Lauder also has a target incentive bonus opportunity of $870,000 and a target equity opportunity of  $1,775,000. In August 2023, Ms. Lauder was granted equity-based compensation with an aggregate value of approximately $2.06 million, comprised of PSUs with a target payout of 4,389 shares of Class A Common Stock, stock options for 12,706 shares of Class A Common Stock with an exercise price of  $156.39 per share, and RSUs for 4,389 shares of Class A Common Stock, in each case for fiscal 2024. For information regarding fiscal 2024 compensation for William P. Lauder, see “Compensation Discussion and Analysis.”

 

 

Employment Agreement for Leonard A. Lauder. Leonard A. Lauder’s current employment agreement (the “LAL Agreement”) provides for his employment as Chairman Emeritus until such time as he resigns, retires, or is terminated. Mr. L. Lauder is entitled to participate in standard benefit plans, such as the Company’s pension and medical plans. He is also entitled to participate in the Amended and Restated Fiscal 2002 Share Incentive Plan, but no grants have been made to him under the plan to date. If Mr. L. Lauder retires, the Company will continue to provide him with the office he currently occupies (or a comparable office if the Company relocates) and a full-time executive assistant. The Company may terminate Mr. L. Lauder’s employment at any time if he becomes “permanently disabled,” in which event he will be entitled to (i) receive his base salary for a period of two years after termination, (ii) receive bonus compensation during such salary continuation period at an annual rate equal to the average of the actual bonuses paid to him prior to such termination under the LAL Agreement (the “Leonard Lauder Bonus Compensation”), and (iii) participate in the Company’s benefit plans for two years. In the event of Mr. L. Lauder’s death during the term of his employment, for a period of one year from the date of Mr. L. Lauder’s death, his beneficiary or legal representative will be entitled to receive Mr. L. Lauder’s base salary and the Leonard Lauder Bonus Compensation. Mr. L. Lauder may terminate his employment at any time upon six months’ written notice to the Company, in which event he will be entitled to receive his base salary and the Leonard Lauder Bonus Compensation for the six-month period following termination. In addition, the Company may terminate Mr. L. Lauder’s employment for any reason upon 60 days’ written notice. In the event of termination of his employment by the Company (other than for cause, disability, or death) or a termination by Mr. L. Lauder for good reason after a change of control, (a) Mr. L. Lauder, for a period of three years from the date of termination, will be entitled to (i) receive his base salary in effect at the time of termination, (ii) receive the Leonard Lauder Bonus Compensation, (iii) participate in the Company’s benefit plans and (b) in the case of termination by the Company (other than for cause, disability, or death), Mr. L. Lauder will not be subject to the non-competition covenant contained in the LAL Agreement. Upon termination for any reason, any options previously granted to Mr. L. Lauder will remain exercisable for the remainder of their respective terms, subject to certain non-competition and good conduct provisions. Pursuant to the LAL Agreement, Mr. L. Lauder previously deferred certain compensation, and his deferred compensation account is credited with interest as of each June 30 during the term of deferral, compounded annually, at an annual rate equal to the annual rate of interest announced by Citibank N.A. in New York, New York as its base rate in effect on such June 30, but in no event more than 9%. The LAL Agreement provides the Company with the ability to select the date of payment to Mr. L. Lauder of the amounts he deferred prior to December 31, 2004 and the associated earnings thereon (the “Pre-409A Balance”). As disclosed in the Company’s fiscal 2022 Proxy Statement, in December 2021 (fiscal 2022), the Company selected July 2022 (fiscal 2023) for the timing of the deferred compensation payout to Mr. L. Lauder of his entire Pre-409A Balance, and such payment was made on August 1, 2022 (the first business day following the end of July 2022) in the amount of  $5,242,452. In accordance with the LAL Agreement, the remainder balance of Mr. L. Lauder’s deferred compensation account (approximately $960,000 as of June 30, 2023) is payable upon the first to occur of  (i) his death or (ii) the first business day following the expiration of the 6-month period after his separation from service.

Employment Agreement for Jane Lauder. Under her employment agreement effective January 30, 2023, Ms. J. Lauder is an employee-at-will, and she will continue as Executive Vice President Enterprise Marketing and Chief Data Officer until her retirement or other termination of her employment. The agreement generally provides for a base salary and bonus opportunities to be set by the Compensation Committee and for equity grants as determined by the Subcommittee. In addition to the benefits generally available to our senior executives (e.g., annual perquisite reimbursement under our Executive Perquisite Plan up to $15,000, financial counseling services up to $5,000, and participation in our Executive Automobile Program with an automobile having an acquisition value of  $50,000), we pay annual premiums for additional executive term life insurance with a face amount of  $5 million for Ms. J. Lauder. We also pay travel expenses for her spouse/​companion or domestic partner to accompany her on up to two business-related travel itineraries per fiscal year. Ms. J. Lauder’s employment agreement requires the Company to make certain post-termination payments and continue certain benefits during the enforced non-compete period in such agreement.

 

 

Lauder Family Members. As used in this Proxy Statement, the term “Lauder Family Members” includes only the following persons: (i) the estate of Mrs. Estée Lauder; (ii) each descendant of Mrs. Estée Lauder (a “Lauder Descendant”) and their respective estates, guardians, conservators, or committees; (iii) each “Family Controlled Entity” ​(as defined below); and (iv) the trustees, in their respective capacities as such, of each “Family Controlled Trust” ​(as defined below). The term “Family Controlled Entity” means: (i) any not-for-profit corporation if at least 80% of its board of directors is composed of Lauder Descendants; (ii) any other corporation if at least 80% of the value of its outstanding equity is owned by Lauder Family Members; (iii) any partnership if at least 80% of the value of its partnership interests are owned by Lauder Family Members; and (iv) any limited liability or similar company if at least 80% of the value of the company is owned by Lauder Family Members. The term “Family Controlled Trust” includes certain trusts existing on November 16, 1995 and trusts the primary beneficiaries of which are Lauder Descendants, spouses of Lauder Descendants, and/or charitable organizations, provided that if the trust is a wholly charitable trust, at least 80% of the trustees of such trust consist of Lauder Descendants.

Registration Rights Agreement. Leonard A. Lauder, Ronald S. Lauder, The Estée Lauder 1994 Trust, William P. Lauder, Gary M. Lauder, Aerin Lauder, Jane Lauder, certain Family Controlled Entities and other Family Controlled Trusts, Morgan Guaranty Trust Company of New York (“Morgan Guaranty”), and the Company are parties to a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which each of Leonard A. Lauder, Ronald S. Lauder, and Morgan Guaranty has three demand registration rights and The Estée Lauder 1994 Trust has six demand registration rights in respect of shares of Class A Common Stock (including Class A Common Stock issued upon conversion of Class B Common Stock) held by them. Three of the demand rights granted to The Estée Lauder 1994 Trust may be used only by a pledgee of The Estée Lauder 1994 Trust’s shares of Common Stock. All the parties to the Registration Rights Agreement (other than the Company) also have an unlimited number of piggyback registration rights in respect of their shares. The rights of Morgan Guaranty and any other pledgee of The Estée Lauder 1994 Trust under the Registration Rights Agreement will be exercisable only in the event of a default under certain loan arrangements. Leonard A. Lauder and Ronald S. Lauder may assign their demand registration rights to Lauder Family Members. The Company is not required to effect more than one registration of Class A Common Stock in any consecutive twelve-month period. The piggyback registration rights allow the holders to include their shares of Class A Common Stock in any registration statement filed by the Company, subject to certain limitations. The Company is required to pay all expenses (other than underwriting discounts and commissions of the selling stockholders, taxes payable by the selling stockholders, and the fees and expenses of the selling stockholders’ counsel) in connection with any demand registrations, as well as any registrations pursuant to the exercise of piggyback rights. The Company has agreed to indemnify the selling stockholders against certain liabilities, including liabilities arising under the Securities Act of 1933.

Stockholders’ Agreement. All Lauder Family Members who are party to the Stockholders’ Agreement have agreed to vote shares beneficially owned by them for Leonard A. Lauder (or for one of his sons), Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by each as a director of the Company. Aerin Lauder and Jane Lauder are parties to the Stockholders’ Agreement solely as trustees of certain trusts. Shares subject to the Stockholders’ Agreement represent a substantial majority of the voting power of the Company as of the Record Date. See “Additional Information Regarding the Board of Directors – Stockholders’ Agreement and Lauder Family Control.”

Parties to the Stockholders’ Agreement may, without restriction under the agreement, sell their shares in a widely distributed underwritten public offering, in sales made in compliance with Rule 144 under the Securities Act of 1933, or to other Lauder Family Members. In addition, each party to the Stockholders’ Agreement may freely donate shares in an amount not to exceed 1% of the outstanding shares of Common Stock in any 90-day period. In the case of other private sales, each stockholder who is a party to the Stockholders’ Agreement (the “Offering Stockholder”) has granted to each other party (the “Offeree”) a right of first offer to purchase shares of Class A Common Stock that the Offering Stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member. Each Offeree has the opportunity to purchase the Offeree’s pro rata

 

 

portion of the shares to be offered by the Offering Stockholder, as well as additional shares not purchased by other Offerees. Any shares not purchased pursuant to the right of first offer may be sold at or above 95% of the price offered to the Offerees. The Stockholders’ Agreement also includes provisions for bona fide pledges of shares of Common Stock and procedures related to such pledges. The Stockholders’ Agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the Stockholders’ Agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company.

Agreements with Aerin Lauder. Estee Lauder Inc. (“ELI”), a subsidiary of the Company, is party to (i) a creative consultant agreement with Aerin Lauder (the “Creative Consultant Agreement”) and (ii) a brand license agreement with Ms. Lauder and Aerin LLC, a limited liability company wholly owned by Ms. Lauder (the “License Agreement”).

Creative Consultant Agreement. Under the Creative Consultant Agreement, Aerin Lauder, as the Style and Image Director for the Estée Lauder brand, acts as a creative consultant and is a spokesperson for the brand. In her role, she collaborates with the Estée Lauder Creative Director on creative aspects of the brand and promotes the brand through personal appearances and her social media presence. In fiscal 2021, the Creative Consultant Agreement was amended to extend the term through June 30, 2024. For fiscal 2023, Ms. Lauder received approximately $680,000 for her services under the agreement. For fiscal 2024, Ms. Lauder will receive the same amount ($680,000) for such services, plus any additional amounts per day, if applicable, as described below. The Company has the right to use Ms. Lauder’s name and image to promote Estée Lauder beauty products and related makeup services of the Estée Lauder brand during the term of the Creative Consultant Agreement. Ms. Lauder has agreed to no more than 25 days of personal appearances per year to promote the brand, the Company, or its subsidiaries, after which ELI is required to pay her an additional amount per day ($29,000). No additional amount per day was paid in fiscal 2023. An office and access to an assistant are also provided to Ms. Lauder in connection with her services.

License Agreement. Under the License Agreement, Aerin LLC has granted ELI a worldwide license to use the “Aerin” trademark and “A” logo (and related marks) and Ms. Lauder’s name and image (i) exclusively in connection with “Core Beauty Products” ​(cosmetics, fragrances, toiletries, skin care, hair care, value sets, and beauty accessories) and (ii) non-exclusively in connection with “Non-Core Beauty Products” ​(cosmetics bags, tote bags, and fragranced candles). The License Agreement covers the name “Aerin” and not the name “Lauder,” for which the Company and its subsidiaries retain sole ownership. Following the expiration of the initial license term on June 30, 2017, the agreement automatically renewed for two additional 5-year periods.The first renewal period was through June 30, 2022, and the second renewal period is through June 30, 2027. The License Agreement provides for a third 5-year renewal term if ELI does not give notice of non-renewal and net sales hit certain performance targets (or if ELI cures a sales shortfall, in certain circumstances).

ELI launched AERIN Beauty in September 2012 with several products, and additional products have been introduced since then. ELI may launch additional Aerin-branded products in its reasonable commercial judgment. Ms. Lauder has agreed to provide at least ten personal appearances under the License Agreement during each fiscal year, for which she will not be compensated, and which are in addition to those appearances covered by the Creative Consultant Agreement. ELI will be responsible for Ms. Lauder’s reasonable travel expenses in connection with such appearances. Aerin LLC may terminate the License Agreement if an unaffiliated third party obtains more than 50% of the voting power or equity of ELI. ELI may terminate the License Agreement if control of Aerin LLC (or substantially all of its assets) is transferred to a competitor of ELI or to certain categories of retailers not engaged in prestige distribution. Either side may terminate the License Agreement for an uncured material breach.

Under the License Agreement, Aerin LLC receives the following royalties: (i) for all products other than fragrances, 4% of annual net sales up to $40 million and 5% of annual net sales in excess thereof; and (ii) for fragrances, 5% of annual net sales. For fiscal 2023, Aerin LLC was paid approximately $690,000 in royalties. Under the agreement, ELI must spend the following minimum

 

 

amounts to promote Aerin-branded products: 15% of ELI’s net sales each annual period (July 1 – June 30) in the remaining term of the agreement, with such requirement capped each year at 50% of Aerin LLC’s similar expenditures, either directly or through other licensees, on Aerin-branded products. Both ELI and Aerin LLC will distribute Aerin-branded products only through prestige retailers. In addition, in fiscal 2023, in connection with the License Agreement, the Company received approximately $589,000 from Aerin LLC for AERIN products provided for sale in Aerin retail locations and on Aerin LLC’s website.

Under the License Agreement, the Company has agreed to invest in the AERIN Beauty business an additional $300,000 each year during the remaining term of the License Agreement for incremental advertising and promotion. Further, the license agreement has a provision concerning a sublicense to a third party to use certain licensed intellectual property solely in connection with amenity-size licensed products. Pursuant to that provision, the Company has agreed to pay Aerin LLC 50% of any royalty obtained from the third party. Such royalty payments to Aerin LLC were less than $10,000 in fiscal 2023.

Other Arrangements. The Company has subleased certain of its office space in New York to affiliates of Ronald S. Lauder and Leonard A. Lauder and receives payments from affiliates of those individuals in connection therewith. As used herein, the “Ronald S. Lauder Office” refers to one or more affiliates of Ronald S. Lauder that are involved in these office space arrangements, and the “Leonard A. Lauder Office” refers to one or more affiliates of Leonard A. Lauder that are involved in these office space arrangements.

The sublease for the Ronald S. Lauder Office space was renewed in March 2020 for a five-year term with three consecutive five-year renewal terms. For fiscal 2023, the rent paid or accrued was approximately $1.01 million. The Company also has agreed to provide the Ronald S. Lauder Office with certain services, such as phone systems, payroll service, and office and administrative services. For fiscal 2023, the Company received approximately $15.89 million pursuant to such agreement. The payments received by the Company from the Ronald S. Lauder Office approximated the Company’s incremental cost of the relevant space and services. At June 30, 2023, the Ronald S. Lauder Office had deposited with the Company approximately $1.05 million to cover expenses.

The Company has similar arrangements for space and services with an affiliate of Leonard A. Lauder and his family. For fiscal 2023, the Company received payments of approximately $5.8 million from such affiliate and certain charitable organizations for office space and certain services, such as phone systems, payroll service, and office and administrative services. The payments received by the Company from the Leonard A. Lauder Office approximated the Company’s incremental cost of the relevant space and services. At June 30, 2023, such entities had approximately $624,000 deposited with the Company to cover expenses.

The Company charters, through a private independent management company (the “Aircraft Management Company”), an aircraft (the “Aircraft”) that is owned indirectly by Executive Chairman William P. Lauder, for certain business travel by Mr. Lauder himself and other Company employees. For such use, the Company pays no more than market rates for comparable travel. During fiscal 2023, the Company paid the Aircraft Management Company approximately $867,000 for business travel on the Aircraft. The approximate dollar value of the amount of Mr. Lauder’s interest in these transactions was $821,000.

The Company has engaged Sara E. Moss (who was the Company’s Vice Chairman until her retirement on June 30, 2023), through an unaffiliated third-party, to provide consulting and other services to the Board, the Company, and the Lauder family. The term for this engagement is July 2023 through June 2024, and the Company expects to pay approximately $590,000.

Certain members of the Lauder family (and entities affiliated with one or more of them) own numerous works of art that are displayed at the Company’s offices. The Company pays no fee to the owners for displaying such works, and the owners of the works pay for their maintenance. In fiscal 2023, the Company paid premiums of less than $10,000 for insurance relating to such works.

 

 

Director Compensation

The following summary describes compensation for our non-employee directors.

Annual Cash Retainer for Board Service. Each non-employee director receives an annual cash retainer of  $100,000, payable quarterly, which may be deferred as explained below.

Annual Cash Retainers for Committee and Chair Service. Each non-employee director who serves on a committee receives an additional annual cash retainer in the following amounts: $12,000 per year for service on the Audit Committee, $8,000 per year for service on the Compensation Committee (including service on the Stock Plan Subcommittee), and $8,000 per year for service on the Nominating and ESG Committee. The Chair of the Audit Committee receives an additional annual cash retainer of  $25,000. The Chairs of the Compensation Committee and the Nominating and ESG Committee each receive an additional annual cash retainer of  $15,000. Cash retainers for committee and chair service are paid quarterly and may be deferred, as explained below.

Annual Cash Retainer for Presiding Director. The Presiding Director receives an additional annual cash retainer of  $30,000, payable quarterly, which may be deferred as explained below.

Deferral of Annual Cash Retainers. Non-employee directors may elect to defer receipt of all or part of their cash-based compensation. Specifically, pursuant to Deferred Compensation Agreements, they may defer any or all of the above-referenced annual cash retainers into either (i) stock units (accompanied by dividend equivalent rights) or (ii) an interest-bearing cash account, in each case to be paid out in a lump sum in cash as of the first business day of the calendar year following the date on which the director ceases to be a member of the Board.

Annual Stock Units Retainer for Board Service. In addition to the cash retainers described above, each non-employee director also receives a grant of stock units (accompanied by dividend equivalent rights) as an annual stock retainer, pursuant to the Amended and Restated Non-Employee Director Share Incentive Plan (the “Director Share Plan”). This grant is made on the date of each annual meeting of stockholders. The number of stock units awarded is determined by dividing a dollar amount determined by the Board by the average closing price of the Class A Common Stock on the twenty trading days preceding the date of grant. The current amount of this annual stock units retainer is $75,000. Each stock unit is convertible into one share of Class A Common Stock, and the Class A Common Stock represented by the stock units is distributed to the director on or after the first business day of the calendar year following the date on which the director ceases to be a member of the Board.

Annual Stock Options. In addition to the cash and stock portion of the retainer, each non-employee director receives an annual grant of options valued at no more than $100,000 on the date of grant, pursuant to the Director Share Plan. This grant is made on the date of each annual meeting of stockholders. The exercise price of the options is equal to the closing price of the Class A Common Stock on the date of grant. The options are exercisable beginning one year after the date of grant, provided that the director continues to serve as of such date. The options generally terminate ten years after the date of grant.

Initial Equity Grant for New Non-employee Directors. Each new non-employee director is granted stock units (accompanied by dividend equivalent rights), pursuant to the Director Share Plan, on the date of the first annual meeting of stockholders that is more than six months after such non-employee director’s initial election to the Board. The number of stock units to be awarded is determined by dividing a dollar amount determined by the Board from time to time (the current amount is $300,000) by the average closing price of the Class A Common Stock on the twenty trading days preceding the date of grant; provided, however, that any new non-employee director shall not receive an initial stock unit grant for greater than 2,000 shares. Each stock unit is convertible into one share of Class A Common Stock, and the Class A Common Stock represented by the stock units is distributed to the director on or after the first business day of the calendar year following the date on which the director ceases to be a member of the Board.

 

 

Stock Ownership Requirement. As set forth in the Company’s Corporate Governance Guidelines, the Board believes that in order to align the interests of directors and stockholders, directors should have a significant financial stake in the Company. Specifically, each director should own shares of the Company’s Common Stock with a value equal to or greater than five times the annual cash retainer for Board service, no later than five years after initial election to the Board. Applying this guideline, each director is required to own shares of the Company’s Common Stock with a value equal to or greater than $500,000 (i.e. $100,000 × 5). Mr. Nuñez, who joined our Board in April 2022, and Ms. Dong, who joined in July 2022, have five years after their respective dates of initial election to the Board to meet this ownership requirement. As of June 30, 2023, each of our other directors owned shares of the Company’s Common Stock with a value in excess of   $500,000.

Stock Ownership Guidelines for Non-Employee Directors

*

Common Stock or Stock Units held directly by the director or the director’s immediate family or held in entities controlled by the director or the director’s immediate family members (including trusts for the benefit of the director or immediate family members). However, any shares of Common Stock that are hedged or pledged do not count for purposes of these stock ownership guidelines.

​

Company Products. The Company provides directors with certain Company products from different brands and product categories. The Company believes that providing these products serves a business purpose by expanding the directors’ knowledge of the Company’s business. The Company also provides each non-employee director with the opportunity to purchase up to $1,280 worth of the Company’s products each calendar year (based on suggested retail prices) at no charge; if a director chooses to take advantage of this opportunity and purchases more than $640 worth of the Company’s products, the excess is imputed as taxable income to the director. For the year ended June 30, 2023, the aggregate incremental cost to the Company for products provided to the directors was less than $10,000 per director. Non-employee directors may also purchase Company products with the same discount made available to employees of the Company.

Reimbursement of Expenses. Non-employee directors are reimbursed for their reasonable expenses (including costs of travel, food, and lodging) incurred in attending Board, committee, and stockholder meetings. Directors are also reimbursed for any other reasonable expenses relating to their service on the Board, including participating in director continuing education and Company site visits.

Role of Compensation Consultant. The Nominating and ESG Committee has engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) to assess trends and developments in director compensation practices and assist the committee in fulfilling its responsibilities regarding compensation of directors for service on the Company’s Board and its committees. Semler Brossy’s work for the Nominating and ESG Committee includes a competitive benchmarking of director compensation practices, referencing the same peer group used for the Company’s executive compensation analysis, as set forth in the Compensation Discussion and Analysis. The Nominating and ESG Committee determined that Semler Brossy is free of conflicts of interest.

Management Directors. Directors who are also employees of the Company receive no additional compensation for service as directors. These directors are Fabrizio Freda, Jane Lauder, Leonard A. Lauder, Ronald S. Lauder, and William P. Lauder.

 

 

Non-Employee Director Compensation for Fiscal 2023

*

Ms. Bravo retired from the Board effective November 17, 2022. See note (4) below for information about the share payout made following her departure from the Board.

​

(1)

These amounts represent the Annual Cash Retainer for Board Service, the Annual Cash Retainer for Committee Service, and the Annual Cash Retainer for Presiding Director. Ms. Bravo retired from the Board effective November 17, 2022, and the amount shown in this column for her reflects one quarter of cash retainer payments for her service on the Board.

​

(2)

During fiscal 2023, Mr. Fribourg, Lady de Rothschild, and Mr. Sternlicht deferred their Annual Cash Retainers into stock units; all earnings on the fees deferred by these directors were based on the value of a hypothetical investment in shares of Class A Common Stock made at the time of the deferral, plus the accrual of dividend equivalents on dividends paid by the Company on the Class A Common Stock. As of June 30, 2023, the directors held units in respect of the following amounts of shares of Class A Common Stock: Mr. Fribourg, 35,272; Lady de Rothschild, 72,089; and Mr. Sternlicht, 41,717.

​

(3)

These amounts represent the aggregate grant date fair value of the Annual Stock Units Retainer for Board Service (specifically, units for 358.28 shares of Class A Common Stock for each director). In addition, the amount shown for Mr. Nuñez also includes the aggregate grant date fair value of the Initial Equity Grant for New Non-employee Directors (specifically, units for 1,433.13 shares of Class A Common Stock) that he received on November 18, 2023. The Annual Stock Units Retainer for Board Service and the Initial Equity Grant for New Non-employee Directors are computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). An Annual Stock Units Retainer grant was not made on November 18, 2022 (fiscal 2023) to Ms. Bravo because she retired from the Board effective November 17, 2022.

​

(4)

These stock units convert into Class A Common Stock on or after the first business day of the calendar year following the date on which the director ceases to serve on the Board. Presented below are the aggregate number of shares of Class A Common Stock underlying Annual Stock Unit Retainers outstanding as of June 30, 2023, which include dividend equivalents.

​

 

 

(a)

In January 2023, Ms. Bravo received 15,966 shares of Class A Common Stock (for the conversion of approximately 15,966 stock units that included dividend equivalent rights), valued at $4,053,927, following her departure from the Board. Therefore Ms. Bravo did not hold any stock units as of June 30, 2023.

​

(b)

This includes 6,051 stock units held indirectly by Mr. Parsons as a co-trustee of a family trust.

​

(c)

This includes 10,115 stock units held by a limited liability company owned by Mr. Zannino and his spouse. Mr. Zannino has investment power over these stock units.

​

(5)

These amounts represent the aggregate grant date fair value of the Annual Stock Options (specifically, options for 1,238 shares of Class A Common Stock for each director), as computed in accordance with FASB ASC Topic 718. For a description of the assumptions used to calculate the aggregate grant date fair value of such stock options, see Note 18 (“Stock Programs”) to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023. An Annual Stock Option grant was not made on November 18, 2022 (fiscal 2023) to Ms. Bravo because she retired from the Board effective November 17, 2022.

​

(6)

Presented below are the aggregate number of shares of Class A Common Stock underlying stock options outstanding as of June 30, 2023.

​

(a)

This includes 22,091 shares of Class A Common Stock underlying stock options that are held indirectly by Ambassador Barshefsky through a family trust.

​

(b)

This includes 20,183 shares of Class A Common Stock underlying stock options that are held by a limited liability company owned by Mr. Zannino and his spouse. Mr. Zannino has investment power over these stock options.

​

(7)

Non-employee directors do not receive pension benefits from the Company. Some of the Company’s directors in fiscal 2023 and prior years deferred their Annual Cash Retainers pursuant to applicable deferral agreements. Ambassador Barshefsky defers her Annual Cash Retainers into an interest-bearing cash account; the interest rate is the Citibank base rate at the last day of the calendar year. The amount shown for Ambassador Barshefsky is the interest that accrued above the applicable federal rate set by the Internal Revenue Service (the “AFR”) in fiscal 2023, using the Citibank base rate and the AFR at December 31, 2022 as the rates for fiscal 2023.

​

 

 

Ownership of Shares

The following table sets forth certain information regarding the beneficial ownership of the Company’s Class A Common Stock and Class B Common Stock as of July 31, 2023 by: (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of either Class A Common Stock or Class B Common Stock; (ii) each of the Company’s directors or nominees; (iii) each of the executive officers whose names appear in the Summary Compensation Table; and (iv) all current directors and executive officers as a group. Except as set forth in the notes to the table, the business or mailing address of each 5% stockholder is 767 Fifth Avenue, New York, New York 10153. As described in the notes to the table, certain named beneficial owners share voting and/or investment power with respect to certain shares of Common Stock. Consequently, such shares are shown as beneficially owned by more than one person.

†

Voting power represents combined voting power of Class A Common Stock (one vote per share) and Class B Common Stock (10 votes per share) owned beneficially as of July 31, 2023. On that date, there were 232,112,477 shares of Class A Common Stock and 125,542,029 shares of Class B Common Stock outstanding.

​

*

Less than 0.1%

​

(1)

The number of shares of Class A Common Stock and percentages contained under this heading do not account for the conversion right with regard to Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Lauder Family Member (as defined, see “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation”).

​

 

 

(2)

The number of shares of Class A Common Stock includes shares owned, any shares underlying restricted stock units payable in shares that are expected to vest within 60 days after July 31, 2023 (i.e. by September 29, 2023), and any exercisable options (including options that will be exercisable as of September 29, 2023). It does not include Performance Share Units (“PSUs”) that were paid out after July 31, 2023; for more information on those awards, see “Outstanding Equity Awards at June 30, 2023,” as well as the Form 4s filed for the Company’s executive officers after the payouts of those PSUs. The stock units included in the table that are beneficially owned by the non-employee directors represent the Annual Stock Units Retainer for Board service and, as applicable, the Initial Equity Grant for new non-employee directors (plus dividend equivalents on each). Such units will be settled in shares of Class A Common Stock. Amounts are rounded to the nearest whole unit.

​

(3)

Leonard A. Lauder, Ronald S. Lauder, William P. Lauder, and Gary M. Lauder, each individually and as trustees of various trusts, Aerin Lauder as trustee, Jane Lauder as trustee, Joel S. Ehrenkranz as trustee, Richard D. Parsons as trustee, and LAL Family Partners L.P. (“LALFP”) are parties to a Stockholders’ Agreement pursuant to which each has agreed to vote his or the trust’s or partnership’s shares for the election of Leonard A. Lauder (or one of his sons), Ronald S. Lauder (or one of his daughters), and one person, if any, designated by each as a director of the Company. See note (12) for certain exceptions. Shares underlying stock options and stock units are not subject to the Stockholders’ Agreement until the stock options are exercised or the stock units are converted. For purposes of the table, shares owned by each such individual are not attributed to the others by reason of such voting arrangement.

​

(4)

Includes shares owned beneficially or deemed to be owned beneficially by Leonard A. Lauder as follows:

​

(a)

266,638 shares of Class A Common Stock as co-trustee of The Leonard A. Lauder 2013 Revocable Trust and with respect to which he may be deemed to have shared voting and investment power with Joel S. Ehrenkranz, as co-trustee; and

​

(b)

15,000 shares of Class A Common Stock held indirectly through a trust of Mr. Lauder’s spouse with respect to which Mr. Lauder may be deemed to have shared voting and investment power.

​

(5)

LAL Family Corporation (“LALFC”) is the sole general partner of LALFP and may be deemed to be the beneficial owner of the shares of Class B Common Stock owned directly by LALFP. Both LALFC and LALFP are beneficially owned by the Leonard A. Lauder family.

​

(6)

Includes shares owned beneficially or deemed to be owned beneficially by Ronald S. Lauder as follows:

​

(a)

66,971 shares of Class A Common Stock as a Director of The Ronald S. Lauder Foundation and with respect to which he shares voting and investment power;

​

(b)

6,364 shares of Class A Common Stock and 6,364 shares of Class B Common Stock as sole trustee of a trust for the benefit of his children and with respect to which he has sole voting and investment power; and

​

(c)

4,768,846 shares of Class B Common Stock directly, over which he has (i) sole voting power for all such shares, (ii) sole investment power for 393,846 shares, and (iii) shared investment power for 4,375,000 shares as described below.

​

Mr. R. Lauder disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock owned by trusts for the benefit of one or more of his children and by The Ronald S. Lauder Foundation. 4,375,000 shares of Class B Common Stock are pledged by Mr. R. Lauder to secure loans under loan facilities with certain banks as to which he has sole voting power and shares investment power with certain pledgees under the loan facilities.

(7)

Includes shares owned beneficially or deemed to be owned beneficially by William P. Lauder as follows:

​

(a)

4,784 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power;

​

(b)

38,091 shares of Class A Common Stock underlying options; and

​

(c)

8,515,960 shares of Class B Common Stock directly and with respect to which he has sole voting and investment power.

​

(8)

Includes shares owned beneficially or deemed to be owned beneficially by Gary M. Lauder as follows:

​

(a)

10,468 shares of Class A Common Stock as custodian for his nieces and with respect to which he has sole voting and investment power; and

​

(b)

45,740 shares of Class B Common Stock as custodian for his nieces and with respect to which he has sole voting and investment power.

​

Mr. G. Lauder disclaims beneficial ownership of the shares held as custodian to the extent he does not have a pecuniary interest in such shares.

 

 

(9)

Includes shares owned beneficially or deemed to be owned beneficially by Aerin Lauder as follows:

​

(a)

1,692 shares of Class A Common Stock and 1,675,000 shares of Class B Common Stock directly and with respect to which she has sole voting and investment power; and

​

(b)

4,910,594 shares of Class B Common Stock as co-trustee of the Trust under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement u/a/d December 24, 2008 (the “2008 Descendants Trust”) with respect to which she shares voting and investment power with Jane Lauder, as co-trustee.

​

Ms. A. Lauder disclaims beneficial ownership to the extent that she does not have a pecuniary interest in the shares held by the 2008 Descendants Trust. Shares held by Ms. A. Lauder directly are not subject to the Stockholders’ Agreement. Richard D. Parsons is trustee of a trust for the benefit of Ms. A. Lauder that holds shares of Class B Common Stock. See note (12).

(10)

Includes shares owned beneficially or deemed to be owned beneficially by Jane Lauder as follows:

​

(a)

55,800 shares of Class A Common Stock and 275,000 shares of Class B Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

17,161,020 shares of Class B Common Stock as trustee of the Jane A. Lauder 2003 Revocable Trust, for the benefit of Jane Lauder, and with respect to which she has sole voting and investment power;

​

(c)

4,910,594 shares of Class B Common Stock as co-trustee of the 2008 Descendants Trust and with respect to which she shares voting and investment power with Aerin Lauder, as co-trustee; and

​

(d)

104,719 shares of Class A Common Stock underlying options.

​

Ms. J. Lauder disclaims beneficial ownership to the extent that she does not have a pecuniary interest in the shares held by the 2008 Descendants Trust. Shares held by Ms. J. Lauder directly are not subject to the Stockholders’ Agreement.

(11)

Represents shares of Class A Common Stock beneficially owned indirectly by Joel S. Ehrenkranz as co-trustee, with Leonard A. Lauder as co-trustee, of The Leonard A. Lauder 2013 Revocable Trust for the benefit of Leonard A. Lauder and with respect to which Mr. Ehrenkranz may be deemed to have shared voting and investment power. Mr. Ehrenkranz disclaims beneficial ownership of all such shares. Mr. Ehrenkranz’s business address is 375 Park Avenue, New York, New York 10152.

​

(12)

Includes shares owned beneficially or deemed to be owned beneficially by Richard D. Parsons as follows:

​

(a)

3,042 shares of Class A Common Stock held indirectly through a family foundation, with respect to which he has shared voting and investment power;

​

(b)

13,014 shares of Class A Common Stock underlying stock units held directly that are payable in shares, and 6,051 shares of Class A Common Stock underlying stock units held indirectly through a family trust that are payable in shares;

​

(c)

4,501 shares of Class A Common Stock underlying options;

​

(d)

7,708,916 shares of Class B Common Stock as trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d 4/24/00 for the benefit of Aerin Lauder and with respect to which Mr. Parsons has sole voting and investment power; and

​

(e)

36,961 shares of Class B Common Stock as trustee of a trust for the benefit of Ronald S. Lauder (the “4202 Trust”) and with respect to which Mr. Parsons has sole voting power and sole investment power.

​

The 4202 Trust owns all of the outstanding shares of The 4202 Corporation, which corporation is a Lauder Family Member and owns the shares of Class B Common Stock directly. The 4202 Corporation is not a party to the Stockholders’ Agreement; therefore, any shares of Class A Common Stock and Class B Common Stock owned by The 4202 Corporation are not subject to that agreement. Mr. Parsons disclaims beneficial ownership of the shares held by The 4202 Corporation.

(13)

Includes shares owned beneficially or deemed to be owned beneficially by Charlene Barshefsky as follows:

​

(a)

76,778 shares of Class A Common Stock indirectly through family trusts;

​

(b)

50 shares of Class A Common Stock indirectly through her spouse;

​

(c)

20,146 shares of Class A Common Stock underlying stock units payable in shares; and

​

(d)

26,592 shares of Class A Common Stock underlying options, including options that are held indirectly through a family trust.

​

 

 

(14)

Includes shares owned beneficially by Wei Sun Christianson as follows:

​

(a)

14,215 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

9,856 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

22,779 shares of Class A Common Stock underlying options.

​

(15)

Represents Angela Wei Dong’s beneficial ownership of shares of Class A Common Stock underlying stock units payable in shares.

​

(16)

Includes shares owned beneficially by Paul J. Fribourg as follows:

​

(a)

4,000 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power;

​

(b)

11,503 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

2,596 shares of Class A Common Stock underlying options.

​

(17)

Includes shares owned beneficially by Jennifer Hyman as follows:

​

(a)

1,000 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

1,930 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

2,596 shares of Class A Common Stock underlying options.

​

(18)

Represents Arturo Nuñez’s beneficial ownership of shares of Class A Common Stock underlying stock units payable in shares.

​

(19)

Includes shares owned beneficially by Lynn Forester de Rothschild as follows:

​

(a)

14,725 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

19,917 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

22,779 shares of Class A Common Stock underlying options.

​

(20)

Includes shares owned beneficially or deemed to be owned beneficially by Barry S. Sternlicht as follows:

​

(a)

30,982 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power;

​

(b)

36,000 shares of Class A Common Stock indirectly through family trusts;

​

(c)

15,456 shares of Class A Common Stock underlying stock units payable in shares; and

​

(d)

26,592 shares of Class A Common Stock underlying options.

​

(21)

Includes shares owned beneficially by Jennifer Tejada as follows:

​

(a)

2,000 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

1,930 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

6,830 shares of Class A Common Stock underlying options.

​

(22)

Includes shares owned beneficially or deemed to be owned beneficially by Richard F. Zannino as follows:

​

(a)

3,813 shares of Class A Common Stock held indirectly through a limited liability company owned by Mr. Zannino and his spouse. Mr Zannino has investment power over these shares of Class A Common Stock;

​

(b)

10,707 shares of Class A Common Stock underlying stock units payable in shares, including stock units that are held indirectly by Mr. Zannino through a limited liability company owned by Mr. Zannino and his spouse. Mr. Zannino has investment power over these stock units; and

​

(c)

22,779 shares of Class A Common Stock underlying options, including options that are held indirectly by Mr. Zannino through a limited liability company owned by Mr. Zannino and his spouse. Mr. Zannino has investment power over these stock options.

​

(23)

Includes shares owned beneficially by Fabrizio Freda as follows:

​

(a)

182,447 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and

​

(b)

685,369 shares of Class A Common Stock underlying options.

​

 

 

(24)

Includes shares owned beneficially by Jane Hertzmark Hudis as follows:

​

(a)

11,406 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power; and

​

(b)

45,217 shares of Class A Common Stock underlying options.

​

(25)

Includes shares owned beneficially by Peter Jueptner as follows:

​

(a)

3,792 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and

​

(b)

84,509 shares of Class A Common Stock underlying options.

​

(26)

Includes shares owned beneficially by Tracey T. Travis as follows:

​

(a)

56,118 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power; and

​

(b)

95,501 shares of Class A Common Stock underlying options.

​

(27)

Based on a Schedule 13G Amendment filed February 1, 2023 by BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, New York 10055, BlackRock may be deemed to be the beneficial owner of 15,864,590 shares of Class A Common Stock, over which it has (a) sole investment power for all such shares and (b) sole voting power for 14,090,265 shares, all of which shares are held by certain of its subsidiaries.

​

(28)

Based on a Schedule 13G Amendment filed February 9, 2023 by The Vanguard Group (“Vanguard”), 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, Vanguard may be deemed to be the beneficial owner of 18,236,234 shares of Class A Common Stock, over which it has (a) sole investment power for 17,267,353 shares, (b) shared investment power for 968,881 shares, (c) sole voting power over none of the shares, and (d) shared voting power for 343,614 shares, all of which shares are held by certain of its subsidiaries.

​

(29)

See notes (2) through (4), (6), (7), (10), (12) through (26). Includes for executive officers not named in the table:

​

(a)

24,908 shares of Class A Common Stock; and

​

(b)

88,850 shares of Class A Common Stock underlying options.

​

 

 

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

In fiscal 2023*, we delivered organic net sales growth and prestige beauty share gains in many developed and emerging markets, but Asia travel retail pressured results, particularly in Skin Care, and we continued to experience softness in North America. Fragrance excelled, up double digits in every region, and Makeup improved sequentially to double-digit growth in the fourth quarter as more markets emerged into the post-pandemic era. The environment in which we operate continued to be disrupted by the impact of the COVID-19 pandemic during fiscal 2023. Most notably, the pace of recovery in Asia travel retail and mainland China was slower than anticipated. Nevertheless, we continued to gain share in all major product categories in mainland China, demonstrating the strong demand for our products, although we remain conscious of the evolving economic conditions. Elsewhere, the recovery from the COVID-19 pandemic progressed across markets globally over the course of the fiscal year as restrictions lifted. In the West, our recovery from the pandemic continued with strong organic net sales growth in nearly all markets in Europe, the Middle East and Africa and in Latin America. In Asia/Pacific, the markets in which we operate emerged strongly into recovery across the fiscal year, to deliver broad-based organic net sales growth throughout the region. In the United States, organic net sales growth was unfavorably impacted by the slower than anticipated pace of our improvement at retail and the tightening of inventory by certain retailers in the first half of fiscal 2023 due to inflationary pressures and recession concerns. Finally, our business was also pressured by the strong U.S. dollar, inflation, and recession concerns globally.

For fiscal year 2024**, we expect to return to organic net sales growth and deliver sequentially improving margin throughout the year, leveraging the strong equity and desirability of our brands. We are focused on driving momentum in markets that are thriving and re-accelerating growth in North America. In Asia travel retail, we are taking actions to capture demand from the returning individual travelers and continuing to reduce inventories in the trade as we navigate the current market headwinds.

*

See Appendix A for reconciliation and other information about non-GAAP measures.

​

**

These statements may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, actual results may differ materially from the Company’s expectations. Factors that could cause actual results to differ from expectations include, without limitation, the factors described in the Company’s filings with the SEC including its Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

​

 

 

During fiscal 2023, we continued to strive to operate responsibly and to build a sustainable business based on uncompromising ethics, integrity, fairness, diversity, and trust, consistent with our Company values. We view human capital management and the strength of our employees as integral to the long-term success and resilience of our business. Our human capital management includes the following strategic areas:

•

Inclusion, Diversity, and Equity – Fostering an inclusive, diverse, and equitable culture that provides our employees with personal and professional development opportunities, which helps to attract and retain the best talent and drive long-term growth.

​

•

Talent Recruitment, Retention, Learning, and Development – Affording our employees learning opportunities to drive career development and enhance innovation, which helps to create strong and sustainable leadership across the organization and support ongoing development of new products and services.

​

•

Health and Safety – Striving to provide a healthy and safe workplace for our employees, which we believe also enhances productivity.

​

•

Employee Rewards – Offering competitive compensation and benefit packages to support our employees’ physical, mental, and financial well-being, which helps us attract, incentivize, and retain world-class talent.

​

•

Volunteerism and Community Engagement – Supporting volunteer efforts by our employees because our long-term success is closely tied to the vitality of the communities where we have a presence.

​

 

 

 

 

Advisory Vote on Executive Compensation

At the 2022 Annual Meeting, approximately 95% of the votes cast in connection with the stockholders’ advisory vote on compensation of the NEOs were cast in favor of the proposal. We have considered this voting result, and as explained below, our compensation policies and decisions continue to be focused on sustainable financial performance and aligning the interests of senior management with the interests of stockholders.

Overview of Compensation Philosophy and Objectives

Our compensation program for executive officers is designed to attract and retain world class talent and to motivate achievement of both our long-term and short-term goals. We believe that the design and governance of our program supports, and aligns executive officers with, the business strategy and the overall goal to continue sustainable growth of net sales, profitability, and return

 

 

on invested capital on an annual and long-term basis. Our executive compensation program reflects our successful track record and the control by the Lauder family. Periodically, we review various aspects of our compensation program to ensure that it remains aligned with our business strategy and the above-referenced goals. From time to time, we discuss various topics, including executive compensation, social impact and sustainability, and corporate governance matters, with investors and other stakeholders.

Key Features of our Compensation Programs, Policies, and Practices:

Our executive compensation program is designed to achieve our business and financial goals by providing compensation that: aligns executives’ interests with our long-term and short-term goals and the interests of our stockholders; rewards performance at the Company, business unit, and individual levels; is competitive with the compensation practices at other leading beauty and consumer products companies; and is equitable among our executive officers.

Employment agreements in effect during fiscal 2023 for our NEOs are described under “Employment Agreements.” Our standard employment agreements for executive officers cover termination and severance and include non-competition, confidentiality, and related provisions. Each NEO’s employment agreement has a two-year non-compete provision. Such provisions in the employment agreements for certain NEOs expressly provide for post-termination payments and certain continued benefits during the enforced non-compete period. Our standard employment agreements for executive officers do not include specified amounts of salary, bonus opportunities, or equity-based compensation for future years. For executive officers who are recruited to join the Company, we will specify levels of salary, bonus opportunities, and equity-based compensation grants for certain initial periods or that relate to initial grants (e.g., to compensate the officer for amounts or awards that may be forfeited at a prior employer).

The compensation program for executive officers is established and administered by the Compensation Committee (the “Committee”) and the Stock Plan Subcommittee (the “Subcommittee”). The Subcommittee approves the terms of all equity grants to executive officers under our long-term equity incentive plan (including any equity compensation-related terms of employment agreements for executive officers). The Committee approves all other aspects of executive compensation.

 

 

Elements of Compensation

As explained in further detail below, our executive compensation program generally consists of multiple elements of compensation. This is reflected in the chart below, which notes certain plan design features for fiscal 2023 and fiscal 2024.

Each fiscal year, the Committee, Subcommittee, our senior management, and the Committee’s compensation consultant (Semler Brossy) begin their review of compensation by looking first at the components of total direct compensation, gauging, for each type of position in the executive officer group, the extent to which total direct compensation is broadly aligned with that of our executive compensation peer group. The Committee and the Subcommittee consult with management and Semler Brossy regarding the design for the EAIP and PSU. This group reviews the elements of compensation (i.e., base salary, annual cash incentive bonus opportunities, and long-term equity-based compensation opportunities) and determines a mix of these elements as a percentage of total direct compensation. The mix is intended to be predominantly performance-based (i.e., provide a greater percentage of compensation in the form of variable annual and long-term incentive compensation) and reasonable when compared with the peer group. As shown below, the CEO annual target pay mix for fiscal 2023 was 90% performance-based, and the average annual target pay mix for the other NEOs for fiscal 2023 was 81% performance-based. Executive officers with similar responsibilities generally have a similar mix of pay elements. There is internal pay equity among similarly situated executive officers, which is intended to foster a team-oriented approach to managing the business. Total direct compensation and allocations of metrics within the EAIP are determined based on the type and level of responsibility of the particular executive officer, internal pay equity, and competitive considerations.

Generally, we believe that executive officers should have a greater percentage of their compensation based on performance in the form of annual long-term equity-based incentives (“LTI”), followed by annual cash incentives, and then by base salary.

 

 

Based on target levels for incentive compensation for fiscal 2023, the mix of pay for our NEOs is shown below:

We Align Executive Compensation with Our Business Strategy and Goals. We intend for our annual and long-term incentive plans to cover a portfolio of performance measures that balance growth, profitability, and stockholder return over both an annual and long-term period. We work to establish goals that support the long-term strategy of growing sales ahead of global prestige beauty, improving operating margin, achieving competitive levels of return on invested capital, and optimizing inventory. We assess global macro-economic risks to prudently plan activities in business units that are currently over-attaining goals and to challenge business units that are lagging net sales and profit objectives. We carefully plan to drive sustained, profitable sales growth over the long-term horizon. We do this by strategically planning category and subcategory innovation and extending consumer reach by pivoting to channels to help enable net sales and profit growth.

Target levels of performance for a given fiscal year are determined based on our internal planning and forecasting processes and are benchmarked against select peer companies. The Committee and the Subcommittee consider various factors, including the expected performance of our competitors and our long-term strategy, in establishing the performance required to achieve the maximum payout under each measure for both our annual cash and long-term incentive plans.

In addition to total direct compensation described above, we also provide competitive benefits and certain perquisites. In some circumstances, we may pay amounts or grant equity to attract executives to work for us or move to particular locations, or we may provide additional incentives for executives to perform or remain with us. This reflects, in part, the global nature of our business and the executives that we seek to attract and retain.

Social Impact and Sustainability

Our Company’s social impact and sustainability (“SI&S”) initiatives are deeply embedded in our culture and overall corporate strategy. Across our business and within our brand portfolio, we incorporate sustainable practices, methodologies, and design. Our SI&S strategy and goals are designed to link our commitments and business value creation. In particular, our goals related to climate and the environment support efficiency and conservation within our facilities and internal supply chain, and some of these goals are also intended to help us reduce cost and waste.

We believe that effectively managing our SI&S work is an important part of our future success. These efforts are led by our Executive Chairman and our CEO and overseen by our Board of Directors, particularly the Nominating and ESG Committee. Senior leaders from Finance; Global Corporate Citizenship and Sustainability; Human Resources; Inclusion, Diversity, and Equity; Legal;

 

 

Research and Development; and Supply Chain, as well as representatives across brands, regions, channels and other functions, drive our SI&S strategic initiatives and progress towards goals and commitments.

Given our history, ownership structure, and long-term strategy, we follow principles of long-term stewardship and “patient capital,” and our compensation approach reflects and supports this. Consistent with our culture and our compensation philosophy and objectives, our combination of compensation elements is intended to help drive and promote strong, balanced, and sustainable corporate performance. We evaluate the performance of our employees, including our NEOs, under SI&S goals holistically, within the framework of our corporate strategy, as an input into compensation decisions. In particular, we incorporate specific goals tied to the Company’s broader SI&S strategy into the business goals for the NEOs, and compensation decisions are made based on their achievement. For example, such business goals were included in the fiscal 2023 EAIP program and were used as an input into determining fiscal 2023 equity grants. The fiscal 2023 business unit strategic goals for the NEOs encompassed multiple strategic focus areas concerning SI&S matters. Specifically, the fiscal 2023 business goals for our NEOs incorporated inclusion, diversity, and equity matters; support for enterprise-wide talent initiatives; and progress in connection with Company sustainability objectives. We periodically refine the way we manage ESG (Environmental, Social, and Governance) matters at the Company, recognizing the importance of further embedding SI&S into our business. In fiscal 2023, the Company appointed its first Chief Sustainability Officer (“CSO”). The CSO leads the Global Corporate Citizenship and Sustainability (“GCCS”) function and reports to our Executive Chairman and our President and CEO. The CSO also serves on the Company’s Executive Leadership Team. Our ESG strategy is further directed by individual Environment, Social, and Governance subcommittees composed of senior leaders and subject matter experts. The subcommittees meet on a periodic basis to discuss, harmonize, and accelerate social impact and sustainability initiatives across the business and drive progress towards related goals and commitments.

Base Salary

We pay base salaries to provide executives with a secure base of cash compensation. In determining the amount of base salary for an executive officer, the Committee primarily considers the executive’s position, current salary, tenure, and internal pay equity among executives with similar responsibilities, as well as competitiveness of the salary level in the marketplace. The Committee also considers recommendations from the Executive Chairman, the CEO, the EVP HR, and the Committee’s compensation consultant (Semler Brossy).

Design of EAIP and PSU for Fiscal 2023 and Fiscal 2024

The fiscal 2023 EAIP reflects (i) weightings of  (a) Net Sales at 30% (same as fiscal 2022), (b) EPS at 25% (down from 30%), (c) OI Margin at 25% (down from 30%), and (d) ROIC at 20% (up from 10%) and (ii) removal of the overall EAIP payout floor of 50% as compared to fiscal 2022. For the Corporate Multiplier, the range of 80% – 140% was maintained for fiscal 2023. This results in an overall payout range of 0% – 165% for the fiscal 2023 EAIP. The fiscal 2023 EAIP payouts for the NEOs shown in the Summary Compensation Table reflect, among other things, (i) applying a Corporate Multiplier of 80% (the minimum payout range in the fiscal 2023 EAIP design) and (ii) overall payouts ranging from 46.4% to 51.5%. See “Annual Incentive Bonus” below for additional information about the EAIP.

The fiscal 2023 PSU reflects (i) weightings of  (a) Net Sales (40%), (b) EPS (40%), and (c) ROIC (20%) and (ii) a maximum payout of 160%, which were the same weightings and maximum payout as the previous fiscal year. See “Long-Term Equity-Based Compensation – Performance Share Units” for additional information about PSUs awarded under our Share Incentive Plan.

As reflected in the chart above, the fiscal 2024 EAIP will have (i) weightings of  (a) Net Sales at 25% (down from 30% in fiscal 2023), (b) EPS at 25% (unchanged), (c) OI Margin at 30% (up from 25%), and (d) ROIC at 20% (unchanged) and (ii) a maximum payout of 150% (down from 165% in fiscal 2023), reflecting (a) Corporate Multiplier maximum payout of 130% (down from 140%) and

 

 

(b) Business Unit Multiplier maximum payout of 115% (down from 118%). In addition to the existing metrics for the Business Unit Multiplier, the fiscal 2024 EAIP will include Weighted Forecast Accuracy, in order to drive focus on inventory/integrated planning and management. The fiscal 2023 PSU design will be maintained into fiscal 2024.

The Compensation Committee and the Subcommittee determined that these decisions appropriately balance the interests of our employees and our stockholders and position us well going forward by (a) continuing to drive a performance orientation, through sustained engagement, which motivates and rewards results for each individual business unit and the overall Company and (b) tying EAIP and PSU awards to align, over the long term, with stockholders’ interests.

See “Elements of Compensation” above for a chart that shows the design of the EAIP and PSU.

Annual Incentive Bonus

Annual incentives provided under the EAIP are important in aligning the interests of our executives with our short-term goals and rewarding them for performance. For executive officers, the level of bonus opportunities and performance targets are based on the scope of the executive’s responsibilities, internal pay equity among executives with similar responsibilities, and competitive considerations. The measures in our annual incentive program are balanced, designed to foster interdependence and collaboration among brands, regions, and functions to drive the corporate strategy by ensuring alignment of business unit performance with overall corporate performance. Annual incentives payable to our executive officers, including the NEOs, are limited to a pool set at the beginning of the fiscal year by the Committee (3% of our net operating profit plan in fiscal 2023). Within that limit, the Committee sets annual aggregate bonus opportunities and exercises negative discretion to determine the annual incentives to be paid. Total fiscal 2023 EAIP payouts were less than the amount of the approved bonus pool. For fiscal 2023, the EAIP payout was the product of the target for each executive officer and the EAIP payout percentage (“EAIP Payout %”), which is comprised of (a) the Corporate Multiplier and (b) the Business Unit Multiplier, as described below. The charts below describe the key components of the EAIP, as well as the minimum and maximum payout ranges for the fiscal 2023 EAIP:

 

 

Target level performance on each of the criteria would result in multipliers at 100% and payout at 100% of the executive officer’s target opportunity. Failure to achieve the pre-established minimum threshold level of performance would result in no credit for that particular performance measure and, depending upon performance in respect of other measures, could result in no bonus being paid. While failure to achieve the pre-established minimum threshold level of performance could result in no bonus being paid, payouts can range from 50% of target up to a maximum of 165% of target, provided the minimum threshold has been achieved for each of the performance metrics. For the reasons explained above, the fiscal 2023 EAIP was designed as follows: (i) maximum payout of 165% of target, which includes (a) Corporate Multiplier maximum of 140% and (b) Business Unit Multiplier maximum of 118% and (ii) a Corporate Multiplier minimum of 80%, such that any performance that yields a Corporate Multiplier below 80% would result in a Corporate Multiplier of 80%. Measurement of performance, including establishment of the bonus pool, is subject to certain automatic adjustments, such as changes in accounting principles, goodwill and other intangible asset impairments, the impact of unplanned completed business acquisition activity, restructuring and other activities, discontinued operations, certain non-recurring income/​expenses, and the impact on net sales of unplanned changes in foreign currency rates. Such automatic adjustments (which reflect the impact, where appropriate, of tax, currency and non-controlling interest) for fiscal 2023 were: the impact of charges associated with restructuring and other activities related to the Company’s Leading Beauty Forward and Post-COVID Business Acceleration initiatives; other intangible asset impairments; change in fair value of acquisition- related stock options associated with the increased ownership of DECIEM and expenses related to both the TOM FORD acquisition and the BALMAIN licensing agreement.

The target payout, business criteria, performance levels within each multiplier, and the threshold, target, and maximum payouts associated with each criteria and performance level are set by the Committee in consultation with management and the Committee’s compensation consultant (Semler Brossy) during the first quarter of the fiscal year. Target payouts for executive officers are reviewed by the Committee annually.

Corporate Multiplier. Each executive officer’s incentive payment is subject to the Corporate Multiplier. For fiscal 2023, the Corporate Multiplier was comprised of four Company-wide performance criteria: (1) diluted net earnings per share from continuing operations (“Diluted EPS”); (2) Operating Income Margin Percentage (“OI Margin Percent”); (3) Net Sales; and (4) return on invested capital (“ROIC”). The weightings for each of these performance measures is discussed above. Measurement of performance for each of these measures is subject to certain automatic adjustments described above in “Annual Incentive Bonus.” If actual performance under the Corporate Multiplier is between the target and the maximum, or between the threshold and the target, the payout factor is calculated mathematically using straight-line interpolation with target level of performance as a base. As an example, for Net Sales performance that is between the threshold and the target, for each 1% that performance is below target, the payout will be 3 1/3% below the target payout of 100%. The chart below shows the threshold, target, and maximum for each criteria making up the Corporate Multiplier as well as the results for fiscal 2023. For fiscal 2023, performance was between threshold and target for OI Margin Percent, Net Sales, and ROIC, and performance was below the threshold for Diluted EPS, resulting in a Corporate Multiplier of 80%, the minimum payout factor in the fiscal 2023 EAIP design.

*

Net Sales are calculated at budgeted exchange rates at the time the target was set.

​

 

 

Business Unit Multiplier. For fiscal 2023, the Business Unit Multiplier works in a manner similar to the Corporate Multiplier but is based on various combinations of business criteria at the business unit level, including: (1) Net Sales; (2) Net Operating Margin (“NOP Margin”); and (3) other divisional goals specific to the individual executive officer and tied to our long-term strategy (“Business Unit Strategic Goals”). The weighting of the various measures is fixed for each executive officer depending upon position and responsibilities. Target level performance on all the applicable criteria leads to a Business Unit Multiplier of 100%. If the threshold level of performance is not achieved for any of the applicable criteria, then the Business Unit Multiplier would be zero for those criteria. When performance exceeds the maximum level, the payout factors are at 118% of target. In the case where the actual performance was between the target and the maximum, or between the threshold and the target, the payout factor was calculated mathematically using straight-line interpolation with target level of performance and associated payout as a base.

For the Business Unit Multiplier, the Functions Average is a simple average of the performance against Business Unit Strategic Goals for the various corporate functions. For Ms. Hudis and Mr. Jueptner, the threshold, target, and maximum for each criteria making up the Business Unit Multiplier for their respective units, as well as the results for fiscal 2023, are shown in the table below.