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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September [  ], 2025​

Dear Fellow Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders. It will be held on Thursday, November 13, 2025, at 9:00 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 submit your proxy online or by telephone, or request a printed copy of the proxy materials and return the completed proxy card by mail. Instructions on each of these voting methods are outlined in this Proxy Statement. Please submit your proxy as soon as possible.

As this is the first annual meeting to take place since the passing of my father and Chairman Emeritus, Leonard A. Lauder, I want to take a moment to remember him and, on behalf of our Board, our executive team, myself and the rest of the Lauder family extend our heartfelt gratitude for the sympathy shared. We were profoundly moved by the outpouring of compassion by so many, including employees, stockholders and customers. Your condolences celebrated a life beautifully lived and a legacy deeply felt, recognizing how he uniquely shaped and revolutionized not just our Company but also the beauty industry.

Thank you for your continued support.

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

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

Notice of Annual Meeting of Stockholders

Date: Thursday, November 13, 2025​

Time: 9:00 a.m., Eastern Time​

Meeting Format:

We are holding the 2025 Annual Meeting of Stockholders (the “2025 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/EL2025.

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

ITEMS OF BUSINESS:

1.

To elect the five Class II Director Nominees named in the accompanying proxy statement as Directors to serve until the 2028 Annual Meeting of Stockholders and the one Class I Director Nominee named in the accompanying proxy statement to serve until the 2027 Annual Meeting of Stockholders;

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2.

To ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as independent auditors for the 2026 fiscal year;

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3.

To provide an advisory vote to approve executive compensation;

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4.

To approve amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make certain miscellaneous changes to Article IV thereof; and

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5.

To approve amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof.

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The proposed amendments to the Restated Certificate of Incorporation as set forth in Appendices B and C to the accompanying proxy statement are hereby incorporated by reference into this Notice.

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 SUBMIT YOUR PROXY ONLINE 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 2025 ANNUAL MEETING TO BE HELD ON NOVEMBER 13, 2025: The Company’s Proxy Statement for the 2025 Annual Meeting and the Annual Report on Form 10-K for the fiscal year ended June 30, 2025 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. This Proxy Statement and form of proxy are expected to be mailed or made available online to stockholders receiving electronic delivery on or around September [  ], 2025.

2025 Annual Meeting of Stockholders

Voting Matters

 

 

Director Nominees

Below is information about the five Class II Director Nominees standing for election to serve until the 2028 Annual Meeting of Stockholders and one Class I Director Nominee standing for election to serve until the 2027 Annual Meeting of Stockholders, reflecting committee assignments as of September 15, 2025 (the “Record Date”). Additional information about these Director Nominees and the other Directors can be found in this Proxy Statement. See “Election of Directors.”

Eric L. Zinterhofer currently serves as a Class II Director. In reviewing its composition, the Board of Directors determined, with Mr. Zinterhofer’s consent, to nominate him to serve as a Class I Director, for which he will, if elected, hold office until the 2027 Annual Meeting of Stockholders.

 

 

 

 

 

 

Executive Compensation Highlights

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Savings based on comparison of annualized target compensation of the senior leadership team prior to the change in CEO in fiscal 2025 to the current senior leadership team (including those prior senior leaders who remain employed by the Company and are not expected to retire or otherwise depart).

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

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 13, 2025

September [  ], 2025​

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 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting” or “Annual Meeting”) to be held in a virtual-only meeting format via live webcast on Thursday, November 13, 2025, at 9:00 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.

If you are a registered stockholder or beneficial owner of Class A Common Stock or Class B Common Stock holding shares at the close of business on September 15, 2025 (the “Record Date”), you may join the Annual Meeting by visiting www.virtualshareholdermeeting.com/EL2025 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 access the meeting by logging into www.virtualshareholdermeeting.com/EL2025 beginning at 8:45 a.m., Eastern Time, on November 13, 2025. The Annual Meeting will begin promptly at 9:00 a.m., Eastern Time.

How can I ask a question before and 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, if you wish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/EL2025 using your 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 thereof. Each owner of record is entitled to one vote per share of Class A Common Stock and 10 votes per share of Class B Common Stock held as of the Record Date. As of the Record Date, there were [           ] shares of Class A Common Stock and [           ] 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 U.S. 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 directs 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 submit your proxy in one of the following ways prior to the meeting, (i) over 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 Annual Meeting, you may vote online by following the instructions at www.virtualshareholdermeeting.com/EL2025.

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 13, 2025. 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 broker, bank or other nominee (i.e. in “street name”), you can submit your voting instructions prior to the meeting to your broker, bank or other nominee by following the instructions that you will receive from your broker, bank, or nominee describing the available processes for voting your shares.

Your broker must vote those shares in accordance with your voting instructions. If you do not provide instructions, your broker may vote on discretionary items at the Annual Meeting – specifically, ratification of the appointment of PricewaterhouseCoopers LLP (Item 2) and the approval of amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof  (Item 5) – but not on any other items.

Important Consideration for “street name” holders: You must instruct your broker if you want your shares to be voted in the election of directors at the Annual Meeting (Item 1), the advisory vote to approve executive compensation (Item 3), and the approval of amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make certain miscellaneous changes to Article IV thereof  (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 office is 767 Fifth Avenue, New York, New York 10153. If you attend the Annual Meeting at www.virtualshareholdermeeting.com/EL2025, you may revoke your proxy and change your vote by voting online during the meeting. Attendance at the Annual Meeting alone will not revoke a proxy.

What constitutes a quorum?

The holders of a majority of the votes entitled to be cast by the stockholders entitled to vote at the meeting, 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?

The Chair of the Board 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?

(a)

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. In accordance with our Amended and Restated Bylaws, directors are elected by a plurality of the votes cast. However, at any meeting of stockholders where a director does not receive a majority of the votes cast (i.e., the number of votes cast “for” a director’s election does not exceed the number of votes cast “against” or “withheld”), that director is required to promptly submit a written resignation to the Board following certification of the stockholder vote. In deciding whether to accept or reject the resignation, the Board will, within ninety (90) days following the certification of the election results, consider relevant factors and any additional information it deems appropriate. The director whose resignation is under consideration is expected to recuse themselves from the Board’s vote. The Board will promptly and publicly disclose its decision, including, if applicable, the reason(s) for rejecting the resignation.

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(b)

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. For additional information, see “Compensation Discussion and Analysis – Advisory Vote on Executive Compensation.”

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(c)

A broker non-vote occurs with respect to a proposal when a broker or other nominee has discretionary authority to vote shares on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner. Under the rules of the NYSE, brokers or other nominees may generally vote on “routine” matters without instructions from a beneficial owner but cannot vote on non-routine matters. Whether a proposal is considered routine or non-routine is determined by the NYSE. It is expected that Items 2 and 5 will be the only routine proposals voted on at the Annual Meeting. Some brokers choose not to exercise discretionary voting authority and cast broker non-votes with respect to routine matters if they do not receive voting instructions from the beneficial owner. For additional information, see “How do I cast my vote if my shares are held in “street name?”

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(d)

Because Items 2 and 5 are considered routine matters by the NYSE, there may not be any broker non-votes with respect to these proposals. However, if there are any broker non-votes, then on Item 2 they will have no effect on the outcome of the vote and on Item 5 they will have the same effect as a vote against the proposal.

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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); the advisory vote to approve executive compensation (Item 3); and the votes to amend the Restated Articles of Incorporation (Items 4 and 5), stockholders may vote in favor of the proposal, may vote against the proposal, or may abstain from voting. Stockholders should specify their choices on the proxy card or pursuant to the instructions thereon for submitting a proxy by telephone or through the Internet. 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 vote to approve executive compensation;

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4.

FOR the approval of amendments to the Restated Certificate of Incorporation to eliminate the monetary liability of certain officers as permitted by Delaware law and to make certain miscellaneous changes to Article IV thereof; and

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5.

FOR the approval of amendments to the Restated Certificate of Incorporation to make certain miscellaneous changes to Articles V and VI thereof.

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If you have properly submitted a proxy, 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 during ordinary business hours at the principal offices of the Company (in the office of Spencer G. Smul, Senior Vice President, Deputy General Counsel and Secretary of the Company, 767 Fifth Avenue, New York, NY 10153), during the ten days ending on the day before the Annual Meeting.

 

 

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

Our Proxy Statement, Notice, and Annual Report on Form 10-K for the fiscal year ended June 30, 2025 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, Notice, and Annual Report to Stockholders by mail, stockholders can access these materials online. Opting to receive your proxy materials online helps us reduce the cost of producing and mailing these documents. You will be provided with an electronic link to access the proxy voting site. 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 Proxy Statement, Notice, and Annual Report on Form 10-K, 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 Proxy Statement, Notice, or Annual Report on Form 10-K, 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 15, 2025), our Board of Directors (the “Board”) is comprised of 14 directors, divided into three classes with staggered three-year terms. As of the Record Date, Class I consists of four directors, Class II consists of five directors, and Class III consists of five directors. Although stockholders typically elect the members of a single class annually, at the 2025 Annual Meeting, stockholders will vote to elect the directors in Class II, as well as one director currently serving as a Class II Director who has been nominated to serve as a Class I director.

The directors whose terms will expire at the 2025 Annual Meeting of Stockholders are William P. Lauder, Lynn Forester de Rothschild, Jennifer Tejada, Richard F. Zannino, and Eric L. Zinterhofer. Mr. W. Lauder, Ms. Tejada, and Mr. Zannino each has been nominated for re-election as a Class II Director at the 2025 Annual Meeting, to hold office until the 2028 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement or removal. Mr. Zinterhofer currently serves as a Class II Director. With Mr. Zinterhofer’s consent, the Board has nominated him to serve as a Class I Director. If elected, Mr. Zinterhofer will hold office until the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement or removal.

Lady de Rothschild notified the Company in July 2025 of her decision not to stand for re-election as a Class II Director at the 2025 Annual Meeting. She is expected to remain on the Board until such meeting when her current term expires. Annabelle Yu Long and Dana Strong, CBE have been nominated by the Board to stand for election as Class II Directors at the 2025 Annual meeting. Accordingly, the nominees for election as Class II Directors at the 2025 Annual Meeting are Mr. W. Lauder, Ms. Long, Ms. Strong, Ms. Tejada, and Mr. Zannino. 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.

In July 2025, Angela Wei Dong, a Class III Director, notified the Company that she will retire from the Board effective November 12, 2025.

It is expected that immediately after the Annual Meeting, Class I will consist of five directors, Class II will consist of five directors, and Class III will consist of four directors.

In fiscal 2025, the following changes occurred on our Board: (i) Richard D. Parsons, a Class II Director, retired on December 3, 2024; (ii) Fabrizio Freda, a Class III Director, resigned from the Board and Stéphane de La Faverie, our President and CEO, was appointed to fill the resulting Class III vacancy effective January 1, 2025; (iii) Ronald S. Lauder, a Class II Director, retired and Eric L. Zinterhofer was elected by the Board as a Class II Director effective January 10, 2025. Mr. Zinterhofer is Mr. R. Lauder’s designee under the Stockholders’ Agreement (see “Additional Information Regarding the Board of Directors – Stockholder’s Agreement and Lauder Family Control”).

Lauder Family Members, including related entities, who control the Company have agreed to vote their shares in favor of four individuals as directors when they are up for election: Gary M. Lauder, Jane Lauder, William P. Lauder, and Eric L. Zinterhofer. See “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation” for the definition of  “Lauder Family Members”.

The Company is grateful to Lady de Rothschild and Ms. Dong for their contributions during the time each served on our Board.

Director Qualifications. Our Board consists of individuals with diverse and complementary business, leadership, and financial experience. Many of our directors bring leadership experience from major domestic and multinational companies, as well as service on the boards of other companies and organizations, which provides valuable insight into a range of business processes, challenges, and strategies. Other directors have backgrounds in government, legal, public policy, or media, offering perspectives on issues commonly faced by

 

 

public companies. The members of the Board are inquisitive and collaborative, challenging yet supportive, and demonstrate maturity and sound judgment in the performance of their duties. The Board believes that the attributes described above, together with the leadership skills and other experience of its members, some of which are described in the biographies below, provide the necessary perspective and judgment to guide the Company’s long-term strategy, monitor its execution, and provide oversight of management. Beginning in fiscal 2025, as part of its ongoing evaluation of our corporate governance practices, the Board determined that no director (other than the CEO) will be nominated for election to the Board after their 74th birthday.

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. While the Company does not have a specific policy on gender and racial diversity of the Board, we are proud to have a diverse Board. As of the Record Date, eight directors are men; six directors are women; eleven self-identify as white; one director self-identifies as Afro-Latino; and two self-identify as Asian.

 

 

Nominees for Election to Term Expiring 2028 (Class II)

 

 

 

 

Nominee for Election to Term Expiring 2027 (Class I)

 

 

Incumbent Directors – Term Expiring 2026 (Class III)

 

 

 

 

Incumbent Directors – Term Expiring 2027 (Class I)

 

 

 

 

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 (a) William P. Lauder, Gary M. Lauder or a designee in lieu of one of them and (b) Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by Mr. R. Lauder as a director of the Company. 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 [      ]% of the voting power of the Company as of the Record Date. The respective right of each of  (a) William P. Lauder and Gary M. Lauder and (b) Ronald S. Lauder (or his daughters) to designate a nominee exists only when they (including their descendants), or 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, William P. Lauder and Gary M. Lauder are the designees of their side of the family, and Ronald S. Lauder designated Jane Lauder and Eric L. Zinterhofer as directors. The respective right of each of  (a) William P. Lauder and Gary M. Lauder and (b) Ronald S. Lauder (or one of his daughters) to be nominated will exist so long as they (including their descendants) or he (including his descendants) beneficially owns shares of Common Stock with at least 5% of the total voting power of the Company. If either William P. Lauder or Gary M. Lauder is unable to serve by reason of his death or disability, the other will have the right to designate a nominee. Similarly, in the event Ronald S. Lauder is not a member of the Board for any reason other than his death or disability, he may designate one of his daughters, Aerin Lauder or Jane Lauder, to replace him as a person to be voted a director. In the event of Ronald S. Lauder’s death or disability after he ceases to be a member of the Board, then his daughters will succeed to his rights to be nominated as a director and to designate one nominee 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 that a designee of  (a) William P. Lauder and Gary M. Lauder or (b) Ronald S. Lauder ceases to be a member of the Board by virtue of resignation, removal, death or disability, then they or him, as the case may be, so long as they or he has the right to designate a nominee, shall designate another person to fill that vacancy. In the event none of William P. Lauder, Gary M. Lauder, 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 [      ]% of the voting power of the Company as of the Record Date. The Company is considered 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 Company’s outstanding voting stock. As a “controlled company,” the Company is eligible to rely on certain exemptions from the NYSE corporate governance requirements, including those related to the Board and its committees. Notwithstanding the availability of these exemptions, the Board has determined that it will be comprised of a majority of independent directors and that both the Nominating and ESG Committee and the Compensation Committee will include provisions in their respective charters consistent with the NYSE requirements for non-controlled companies. However, as permitted by the NYSE rules for “controlled companies,” our Board does not require that either the Nominating and ESG Committee or the Compensation Committee be comprised solely of independent directors. The Audit Committee is comprised solely of independent directors.

Board Committees. The Board 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 Eric L.

 

 

Zinterhofer, who is a member of 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 reviews the composition of its committees. In December 2024, Richard D. Parsons ceased serving as a member of the Compensation Committee and the Nominating and ESG Committee, and in February 2025, the Board appointed Mr. Zinterhofer to the Compensation Committee.

Committee Composition as of the Record Date

    Chair         Member

†

Also a member of the Stock Plan Subcommittee

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*

Lead Independent Director

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Copies of each charter adopted by the Board are available in the “Investors” section of our 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 our financial statements with management and the independent auditors; reviews and discusses with the Board our policies for risk assessment and risk management; and is responsible for our related person transactions policy. The committee’s oversight responsibilities include matters relating to 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 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 Compensation Committee also has oversight of our human capital management. The Stock Plan Subcommittee has authority over all decisions regarding awards to executive officers under our share incentive plans and authority to administer our share incentive plans under which executive officers and other employees may receive equity grants. We also have an Employee Equity Award Committee, the sole member of which is our CEO in his role as a director (Mr. de La Faverie). 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 2025, Ambassador Barshefsky, Mr. Fribourg, Mr. Nuñez, and Mr. Zinterhofer (effective February 25, 2025) served on the Compensation Committee. Richard D. Parsons served on the Compensation Committee during fiscal 2025 until his retirement from the Board on December 3, 2024. None of the directors who served on the Compensation Committee during fiscal 2025 was a current or former officer or employee of the Company or any of its subsidiaries, and none had any relationship requiring disclosure under this caption pursuant to SEC rules. In addition, 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 where an executive officer of such entity served on our Compensation Committee or Board.

The Nominating and ESG Committee oversees the Company’s corporate governance matters, as well as its citizenship and sustainability initiatives. The committee also proposes candidates to fill vacancies on the Board and recommends nominees for election as directors; oversees CEO succession planning; oversees the Board’s evaluation of the CEO, in coordination with the Compensation Committee, as necessary and appropriate; reviews and makes recommendations regarding Board practices and procedures; considers corporate governance matters that may arise from time to time and reviews and recommends the compensation for service as a Board member.

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. All directors may, but are not required to, attend committee meetings regardless of their membership on the committee, excluding executive sessions or where attendance at such meeting would be inappropriate, such as if conflicts of interest, confidentiality or privilege issues were to arise. In fiscal 2025, the Board, the Audit Committee, the Compensation Committee (and the Stock Plan Subcommittee) each met seven times, and the Nominating and ESG Committee met five times. The total combined attendance for all Board and committee meetings in fiscal 2025 was over 97%. No director attended less than 75% of Board and committee meetings in fiscal 2025. There were six executive sessions of non-employee directors, and one executive session of the independent directors in fiscal 2025. Directors are expected to attend the Annual Meeting of Stockholders. All of our directors serving on the Board at the time attended our 2024 Annual Meeting of Stockholders.

Board Leadership Structure. Our Board is currently led by the Chair of the Board (the “Chair”), Mr. W. Lauder, and the Lead Independent Director, Mr. Zannino. As of the Record Date, our Board is comprised of 14 directors, including 13 non-management directors, of whom nine are

 

 

independent members and four are non-independent members of the Lauder family, and one management director (our President and CEO). A majority of the directors on our Board are independent. The Chair presides over all meetings of the Board, while the Lead Independent Director presides over all executive sessions of the independent directors and executive sessions of the non-management directors. The Board considers this structure appropriate in view of the Lauder family’s significant investment in the Company. It also aligns with the Stockholders’ Agreement among certain members of the Lauder family and the Company. See “Additional Information Regarding the Board of Directors – Stockholders’ Agreement and Lauder Family Control.”

Chair of the Board. Effective November 8, 2024, William P. Lauder’s role transitioned from Executive Chairman of the Board to Chair of the Board (as provided in our Corporate Governance Guidelines). In his role as Chair, Mr. W. Lauder, facilitates the Board operating in the best interest of the Company. He also reinforces the Company’s family heritage and serves as a visible representative of both the Lauder family and the Company with employees, governmental entities, other stakeholders, and the broader community. His duties as Chair include maintaining a strong working relationship with the CEO and supporting the development of strategy, capital management (including acquisitions and divestitures), risk management and major corporate actions to be presented to the Board. Also as provided in our Corporate Governance Guidelines, the duties of the Chair role are based on the assumption that the Chair role is held by a non-independent member of the Lauder family with a Lead Independent Director in place, and a Nominating and ESG Committee comprised of a majority of independent directors. The Chair is elected annually by the Board; can be removed by the Board; and reports to the Board.

Lead Independent Director. As provided in our Corporate Governance Guidelines, effective November 8, 2024, an independent director serves as our Lead Independent Director. Prior to that date, an independent director served as Presiding Director. Ambassador Barshefsky served as Presiding Director through November 8, 2024 when the Board elected Mr. Zannino to serve as the Lead Independent Director. In fiscal 2025, Ambassador Barshefsky and subsequently Mr. Zannino presided over the executive sessions of the independent directors and non-management directors on the Board. The Lead Independent Director is selected from among the independent directors annually, and serves a one-year term beginning at the Board meeting immediately following the Annual Meeting of Stockholders. Mr. Zannino has been re-appointed by the Board to serve as the Lead Independent Director for a one-year term beginning after the 2025 Annual Meeting, subject to his re-election as a director at that meeting.

Lauder Family Control. Our Company was founded in 1946 by Estée and Joseph Lauder, and subsequent generations of Lauders, including their sons, Leonard A. Lauder and Ronald S. Lauder, have had significant involvement in the business and management of the Company. The business was run as a private family enterprise until our initial public offering in 1995. As a publicly traded, family-controlled company, we continue 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, Ronald S. Lauder (the son of Estée and Joseph Lauder), is an Executive Officer and is Chairman of Clinique Laboratories, LLC. William P. Lauder (a son of Leonard A. Lauder, who passed away in 2025) serves as Chair, Gary M. Lauder (a son of Leonard A. Lauder), Jane Lauder (Ronald S. Lauder’s daughter), and Eric L. Zinterhofer (Ronald S. Lauder’s son-in-law and Jane Lauder’s brother-in-law) serve on our Board of Directors. Aerin Lauder, who is the daughter of Ronald S. Lauder and the wife of Eric L. Zinterhofer, is the Estée Lauder Ambassador, Director Creative Special Projects.

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 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 as of 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, each share of Class B Common Stock will automatically convert 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 2025 Annual Meeting, the outstanding Class B Common Stock constituted approximately [      ]% of the total outstanding Common Stock.

Board Composition; Voting under the Stockholders’ Agreement. Our Board is divided into three classes, with each member serving for a three-year term. 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 [      ]% of the voting power of the Company as of the Record Date for the 2025 Annual Meeting of Stockholders.

Committee Composition including Independent Committee Leadership; Lead Independent Director; Majority of Independent Directors. As permitted by the NYSE rules for “controlled companies” we are not required to have our Nominating and ESG Committee or Compensation Committee composed solely of independent directors. William P. Lauder, Chair of the Board, and, not an independent director, serves on our Nominating and ESG Committee, and Eric L. Zinterhofer, who is also not an independent director, serves on our Compensation Committee. We believe this committee service is appropriate because of the valuable contributions that Mr. W. Lauder and Mr. Zinterhofer make; as reflected in the biographical information above, each has extensive business, leadership and financial experience. 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 composed solely of independent directors. In addition, our Lead Independent Director is independent. Although, as a controlled company, we are not required by the NYSE rules to have a majority of independent directors, our Board has determined that it will have a majority of independent directors. As of the Record Date, 9 of our 14 Board members (approximately 64%) are independent.

CEO Succession Planning Process. The Nominating and ESG Committee establishes policies and principles for CEO succession, and our Board reviews CEO 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 CEO’s death or disability.

Board Role in Risk Oversight. Our Board regularly receives reports from our CEO and other members of senior management on significant areas of risk, 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 specific areas of risk within their respective functions. 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 2025, 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 considers a range of 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 each individuals’ 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, through a diversity of experience, supports the success of the business and, represents 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.

The Board does not believe that its members should be prohibited from serving on the boards or committees of other organizations; however, each director is expected to devote the time and attention necessary to fulfill their obligations as a director of the Company. A director who serves as CEO of another public company should not serve on more than four boards of public companies, including our Board and the board of the company for which they serve as CEO. Other directors should not serve on the boards of more than five public companies, including our Board.

No director (other than the CEO) will be nominated for election to the Board after their 74th birthday; provided that for the avoidance of doubt, a director shall be permitted to serve out the remainder of their term after reaching such age.

When the need for a new director arises, the Nominating and ESG Committee identifies and evaluates one or more candidates based on the criteria described above. The evaluation is conducted using the information provided with a recommendation or that it otherwise possesses, which may be supplemented through additional inquiries, as necessary. 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 Nominating and ESG Committee will make recommendations regarding potential director candidates to the Board. From time to time, the Nominating and ESG Committee may engage a third-party firm to assist with identifying and evaluating potential director candidates. The Nominating and ESG 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.” Eric L. Zinterhofer was elected as a Class II director in January 2025, and, with his consent, has been nominated by the Board to stand for election as a Class I Director at the 2025 Annual Meeting. In both cases, he was Mr. R. Lauder’s designee under the Stockholders’ Agreement. Annabelle Yu Long and Dana Strong were recommended for consideration as director candidates by non-management directors, and in accordance with the process described above, both candidates were evaluated by the Nominating and ESG Committee.

 

 

At the recommendation of the Nominating and ESG Committee, both candidates were nominated by the Board to stand for election as Class II Directors at the 2025 Annual Meeting.

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 in his or her capacity 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, 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 has also determined that the new director nominees, Annabelle Yu Long and Dana Strong, are “independent” as described above. 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 Lead Independent Director, by addressing the correspondence to that individual or group, c/o Executive Vice President and General Counsel, The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. The General Counsel or a designated representative will review such correspondence, at their discretion, forward it to the intended recipient(s) if the content relates to the duties and responsibilities of the Board or its members. Materials deemed inappropriate or containing unsolicited advertising, or promotional content may be withheld.

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 Executive Vice President and 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 2026 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, along with any waiver of a provision of the Code granted to a senior officer or director or any material amendment to the Code, are available 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.” Related 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 will 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 the 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 was Chairman Emeritus until he passed away in June 2025. His brother Ronald S. Lauder is Chairman of Clinique Laboratories, LLC, and was a management Director until he retired from the Board in January 2025. William P. Lauder and Gary M. Lauder are the sons of the late Mr. L. Lauder. Mr. W. Lauder and Mr. G. Lauder are both non-management directors on our Board. Mr. W. Lauder currently serves as Chair of the Board. He previously served as Executive Chairman until November 8, 2024, and remained an employee of the Company until his retirement on February 28, 2025. Mr. R. Lauder has two daughters, Aerin Lauder and Jane Lauder. Ms. A. Lauder is the Estée Lauder Ambassador, Director Creative Special Projects (see “Agreements with Aerin Lauder” for additional information) and Ms. J. Lauder serves as a non-management Director on our Board. She previously served as a management Director and as an executive officer in the role of Executive Vice President, Enterprise Marketing and Chief Data Officer until her departure from the Company on December 31, 2024. Mr. Eric L. Zinterhofer was elected as a non-management Director on our Board in January 2025. He is a son-in-law of Mr. R. Lauder and husband of Ms. A. Lauder. He is not an employee of the Company. Jack Zinterhofer, a son of Mr. E. Zinterhofer and Ms. A. Lauder, has been an employee of the Company since September 2024 in the role of Senior Presidential Associate. Katherine Lauder, the daughter-in-law of Mr. G. Lauder and Laura H. Lauder, has been an employee of the Company since September 2025 in the role of Senior Presidential Associate.

Fiscal 2025 Compensation. Leonard A. Lauder’s salary was approximately $1,725,000 through June 14, 2025 and Ronald S. Lauder’s salary was $650,000. In addition to his salary, Mr. R. Lauder also received a bonus of  $187,700. Mr. L. Lauder was and Mr. R. Lauder is entitled to participate in standard benefit plans, such as the Company’s pension and medical plans. No grants of equity-based compensation have been made to Mr. L. Lauder or Mr. R. Lauder since fiscal 2000.

William P. Lauder retired from the Company on February 28, 2025. His base salary during fiscal 2025 was approximately $1,050,000, and he also received a bonus of  $1,265,250 (reflecting pro-ration through his retirement date). In August 2024, we granted Mr. W. Lauder equity-based compensation with an aggregate value of approximately $2,610,000, comprised of 40% PSUs, 40% RSUs, and 20% stock options. He received PSUs with a target payout of 11,242 shares of Class A Common Stock, Stock Options for 17,427 shares of Class A Common Stock with an exercise price of $92.87 per share, and RSUs for 11,242 shares of Class A Common Stock. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2025. See “Retirement of William P. Lauder and Post-retirement Compensation” for additional information.

 

 

Jane Lauder resigned from her role as Executive Vice President, Enterprise Marketing and Chief Data Officer, and ceased to be an employee of the Company, effective December 31, 2024. Her base salary for fiscal 2025 through such date was $485,000 (pro-rated through December 31, 2024). Because she was not retirement eligible at the time of her departure, she forfeited her fiscal 2025 target incentive bonus opportunity, target equity opportunity, and all unvested equity. In addition, any stock options that were exercisable at the time of her departure may be exercised until the earlier of the original expiration date of the option term or one year following her termination. See “Employment Agreement for Jane Lauder and Post-employment Compensation” for additional information.

Jack Zinterhofer’s total compensation was less than $120,000. He did not receive any equity-based compensation.

Fiscal 2026 Compensation. Ronald S. Lauder’s annual base salary is $650,000, and he has a target incentive bonus opportunity of  $350,000. He is entitled to participate in standard benefit plans, such as the Company’s pension and medical plans.

Jack Zinterhofer’s annual base salary is $97,400 and his target fiscal bonus opportunity is $7,800. He does not receive equity-based compensation. His compensation and benefits are consistent with compensation and benefits for other employees at his level. He is also expected to be on an international short-term assignment in fiscal 2026 where he will receive standard benefits under our Global Short-term Assignment Policy, including housing and living allowances of approximately $56,000. This short-term assignment, as well as related allowances, is consistent with assignments for other employees at this level.

Katherine Lauder’s annual base salary is $106,000, her target fiscal bonus opportunity is $8,480, and she will receive a one-time sign-on bonus of  $10,000. She does not receive equity-based compensation. Her compensation and benefits are consistent with the compensation and benefits for other employees at her level.

Employment Agreement for Leonard A. Lauder. Leonard A. Lauder’s employment agreement (the “LAL Agreement”) provided for his employment as Chairman Emeritus until he passed away in June 2025. Mr. L. Lauder participated in standard benefit plans, such as the Company’s pension and medical plans. He was also entitled to participate in the Amended and Restated Fiscal 2002 Share Incentive Plan, but no grants had ever been made to him under the plan. In addition, Mr. L. Lauder was entitled to participate in the Executive Annual Incentive Plan, but he had not received a bonus opportunity compensation since fiscal 2009.

Upon his death, the LAL Agreement provided that for a period of one year from the date of his death, his beneficiary or legal representative will be entitled to receive Mr. L. Lauder’s base salary.

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 deferral period, compounded annually, at a rate equal to the Citibank N.A. base rate in effect in New York, New York on June 30 of each year (not to exceed 9% per annum). In accordance with the LAL Agreement, the balance in Mr. L. Lauder’s deferred compensation account, approximately $1.1 million, as of June 30, 2025, will be paid to his estate.

Employment Agreement for William P. Lauder. Under his employment agreement effective July 1, 2010, as amended (the “WPL Agreement”), Mr. W. Lauder was an at-will employee, and served as Executive Chairman of the Company until November 8, 2024, and served as Chair of the Board until his retirement on February 28, 2025. The WPL Agreement provided that his base salary and bonus opportunities were set by the Compensation Committee and that his equity grants were determined by the Stock Plan Subcommittee. In addition to benefits generally available to senior executives (e.g., annual perquisite reimbursement under our Executive Perquisite Plan up to $20,000, reimbursement of up to $5,000 per year for financial counseling services, and participation in our Executive Automobile Program with an automobile having an acquisition value of $75,000), we paid annual premiums for additional executive term life insurance with a face amount of  $5 million for Mr. W. Lauder through June 2025. Prior to the date of his retirement, he received

 

 

his annual perquisite reimbursement of  $20,000, $5,000 for reimbursement of financial counseling services, and approximately $14,000 in matching 401(k) Savings Plan contributions.

Mr. W. Lauder previously deferred certain compensation, and his deferred compensation account was credited with interest as of each June 30 during the deferral period, compounded annually at a rate equal to the Citibank N.A. base rate in effect in New York, New York on June 30 each year (not to exceed 9% per annum). In accordance with the WPL Agreement, the balance in his deferred compensation account, approximately $7.1 million was paid in September 2025. This included the balance of salary deferrals from amounts deferred on and after December 31, 2004 through fiscal 2011 as reported in the Summary Compensation Table in prior proxy statements.

Retirement of William P. Lauder and Post-retirement Compensation. In connection with the Company’s senior executive retirement benefits and his retirement on February 28, 2025, Mr. W. Lauder received the following payments and benefits: (i) the opportunity to purchase up to $1,280 worth of Company products per year at no charge (“Annual Gratis”) for life; and (ii) a payment in the amount of  $150,862 (paid on March 15, 2025) for unused vacation days for calendar year 2025. The first year of senior executive retirement payments will be pro-rated from April through December 2025, and the full amounts will be paid each December thereafter. Effective April 1, 2025, the Company will provide life-time annual supplemental payments in connection with Mr. W. Lauder’s healthcare benefits (approximately $7,600 per year), which includes the payment in lieu of a medical reimbursement program that was discontinued, as well as payments in lieu of healthcare benefits (medical, prescription, and dental) (approximately $6,800 (medical) and $2,850 (dental) per year).

Mr. W. Lauder is able to elect distribution of his accumulated benefits under The Estee Lauder Companies Retirement Growth Account Plan (the “RGA Plan”), in accordance with the plan terms. The balance as of June 30, 2025 was approximately $851,900. He can defer this payment until age 73. The accumulated benefits for him under The Estee Lauder Inc. Benefits Restoration Plan (the “Restoration Plan”) will be paid out in annual installments over a five-year period starting in September 2025, pursuant to the terms of the plan and in compliance with Section 409A. The balance as of June 30, 2025 was approximately $8,341,800. See “Compensation Discussion and Analysis – Pension Benefits” for additional information regarding these plans.

Upon his retirement, Mr. W. Lauder’s outstanding equity awards (PSUs, RSUs, and stock options) were treated in accordance with the retirement provisions in the applicable equity award agreements. Specifically, his outstanding PSUs will continue to vest and be paid, with payment, if any, to be made at the same time such awards are paid to active executives. Similarly, his outstanding RSUs will continue to vest and be paid in accordance with the vesting schedule for each award. His unvested stock options became immediately exercisable upon his retirement and remain exercisable until the original expiration option term.

Beginning March 1, 2025, Mr. W. Lauder is compensated as a non-employee director, including for service as Chair of the Board with an additional retainer of  $225,000 annually (pro-rated for fiscal 2025). The Company pays $2,200 per month for the continuation of his car lease and insurance. See “Director Compensation” for additional information.

Employment Agreement for Jane Lauder and Post-employment Compensation. Under her employment agreement effective January 30, 2023, Ms. J. Lauder was an at-will employee and served as the Executive Vice President Enterprise Marketing and Chief Data Officer until she resigned from the Company on December 31, 2024. The agreement generally provided for a base salary and bonus opportunities which were set by the Compensation Committee and equity grants which were determined by the Stock Plan Subcommittee. In addition, Ms. J. Lauder was entitled to receive the benefits generally available to our senior executives (e.g., annual perquisite reimbursement under our Executive Perquisite Plan up to $15,000, reimbursement of up to $5,000 per year for financial counseling services, and participation in our Executive Automobile Program). Of these benefits, she only participated in the Executive Automobile Program, receiving an auto allowance of  $6,600 through December 31, 2024 ($1,100 per month). In addition, the Company paid an annual premium for additional executive term life insurance with a face amount of $5 million through July 2025.

 

 

Ms. J. Lauder is able to elect distribution of her accumulated benefits under the Company’s RGA Plan, in accordance with the plan terms. The balance as of June 30, 2025 was approximately $475,600. She can defer payment until age 73. The accumulated benefits for her under the Restoration Plan will be paid out in annual installments over a five-year period starting in July 2025, pursuant to the terms of the plan and in compliance with Section 409A. The balance as of June 30, 2025 was approximately $1,113,000.

Beginning January 1, 2025, as a non-employee director, Ms. J. Lauder receives non-employee director compensation. See “Director Compensation” for additional information.

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. Ronald S. Lauder, The Estée Lauder 1994 Trust, William P. Lauder, Gary M. Lauder, Aerin Lauder, Jane Lauder, the Estate of Leonard A. Lauder (the “LAL Estate”), 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 the LAL Estate, 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. The LAL Estate 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 the election, as directors of the Company, of the following individuals: (a) William P. Lauder and Gary M. Lauder (or a designee in lieu of one of them); and (b) Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by Ronald S. Lauder. 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 is the Estée Lauder Ambassador, Director Creative Special Projects where she continues to act as a creative consultant and spokesperson for the brand, promoting the brand through personal appearances and her social media presence. Previously, she was the Style & Design Director, Estée Lauder Re-Nutriv. The Creative Consultant Agreement was most recently amended in fiscal 2024 to extend the term through June 30, 2027. For fiscal 2025, Ms. Lauder received approximately $680,000 for her services under the agreement. For fiscal 2026, 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 2025. 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 2025, Aerin LLC was paid approximately $668,000 in royalties. Under the agreement, ELI must spend the following minimum amounts to promote Aerin-branded products: 15% of ELI’s net sales of such products 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 2025, in connection with the License Agreement, the Company received approximately $295,000 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 an additional $300,000 in the AERIN Beauty business 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. There were not any such royalty payments to Aerin LLC in fiscal 2025.

Other Arrangements. The Company provides certain of its office space in New York to affiliates of  (a) Ronald S. Lauder and (b) William P. Lauder and Gary M. 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 and services arrangements.

The sublease for the Ronald S. Lauder Office space was renewed in March 2020 for a five-year term with an option to renew for three consecutive five-year renewal terms, and was renewed effective March 2025 for the first five-year renewal term. For fiscal 2025, the rent paid or accrued was approximately $1.02 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 2025, the Company received approximately $21.8 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, 2025, the Ronald S. Lauder Office had deposited with the Company approximately $1.57 million to cover expenses.

The Company has similar arrangements for space and services with an affiliate of William P. Lauder and Gary M. Lauder. For fiscal 2025, the Company received payments of approximately $7.9 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 such affiliate approximated the Company’s incremental cost of the relevant space and services. At June 30, 2025, such entities had approximately $921,000 deposited with the Company to cover expenses.

From time to time, the Company charters, through a private independent management company, an aircraft (the “Aircraft”) that is owned indirectly by Chair of the Board, William P. Lauder, for certain business travel by Mr. Lauder himself and Company employees. For such use, the Company pays no more than market rates for comparable travel. During fiscal 2025, the Company paid the management company approximately $11,500 for business travel on the Aircraft. The approximate dollar value of the amount of Mr. Lauder’s interests in these transactions was $11,000.

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 2025, 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 Chair of the Board. The Chair of the Board receives an additional cash retainer of  $225,000, payable quarterly, which may be deferred as explained below.

Annual Cash Retainer for Lead Independent Director. The Lead Independent 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. The shares, represented by the stock units are distributed to the director on or after the first business day of the calendar year following the date 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 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. The shares represented by the stock units are 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. 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). In the event that a change in the Company’s Common Stock price adversely impacts compliance with these stock ownership guidelines, the Nominating and ESG Committee may grant a waiver, an extension, or make other modifications as deemed to be necessary or appropriate. As of the Record Date, each of our directors who have been on the Board for more than five years 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.

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Company Products. The Company provides directors with certain products from different brands and product categories. The Company believes that providing these products serves a business purpose by enhancing the directors’ familiarity with the Company’s business and product offerings. In addition, each non-employee director is provided with Annual Gratis; 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, 2025, 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 to assist the committee in fulfilling its responsibilities related to directors compensation for their service on the Company’s Board and its committees. Semler Brossy’s work for the Nominating and ESG Committee includes a competitive benchmarking analysis 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. As of the Record Date, Stéphane de La Faverie is the only employee director serving on the Company’s Board.

 

 

Non-Employee Director Compensation for Fiscal 2025

*

Ms. J. Lauder and Mr. W. Lauder received compensation from the Company for fiscal 2025 as employees, these amounts are not included in this table. See “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation” for additional information regarding fiscal 2025 compensation.

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**

Mr. Parsons retired from the Board on December 3, 2024. See note (4) below for information about the share payout made following his departure from the Board.

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(1)

These amounts represent the annual cash retainer for Board service, committee service, service as Chair of the Board, and service as Presiding Director or Lead Independent Director. The amount shown in this column reflects payments for two quarters of service on the Board as follows: for Mr. Parsons for his committee service and as a non-employee director; for Ms. J. Lauder for her service as a non-employee director; for Mr. W. Lauder, for his service as Chair of the Board, committee service, and as a non-employee director (pro-rated); and for Mr. Zinterhofer for his committee service and as a non-employee director. Mr. Zinterhofer was elected to the Board, effective January 10, 2025, and deferred his annual cash retainer into stock units as noted in note (2) below.

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(2)

Mr. Fribourg, Lady de Rothschild, Mr. Sternlicht, and Mr. Zinterhofer deferred their fiscal 2025 annual cash retainers into stock units. All earnings on the fees deferred by 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, 2025, the directors held units in respect of the following amounts of shares of Class A Common Stock: Mr. Fribourg, 39,559; Lady de Rothschild, 77,346; Mr. Sternlicht, 45,709; and Mr. Zinterhofer, 786.

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(3)

These amounts represent the aggregate grant date fair value of the annual stock units retainer for Board service, specifically, units for 905.60 shares of Class A Common Stock granted to each director. In addition, the amount shown for Mr. G. Lauder also includes the aggregate grant date fair value of his initial equity grant for new non-employee directors specifically, units for 2,000 shares of Class A Common Stock which he received on November 8, 2024. The expense associated with the stock unit grants is 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 8, 2024 (fiscal 2025) to Ms. J. Lauder, Mr. W. Lauder, and Mr. Zinterhofer because they were not non-employee directors at that time.

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(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 received for service as a non-employee director outstanding as of June 30, 2025, which include dividend equivalents.

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(a)

In his prior role as Executive Chairman, Mr. W. Lauder was granted and as of June 30, 2025 held the following Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”) which are not included in the table above. See “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Annual Performance Share Units” and Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Annual Restricted Stock Units” as well as the “Outstanding Equity Awards at June 30, 2025” table in prior proxy statements for additional information regarding these grants to Mr. W. Lauder.

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(1)

Annual RSUs generally vest in three equal installments approximately 14 months, 26 months, and 38 months from the date of grant.

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(2)

Represents (a) the annual PSUs granted on September 6, 2022 (fiscal 2023), at an aggregate payout of 0% and (b) the threshold level of payout for the annual PSUs granted on (i) August 28, 2023 (fiscal 2024) and (ii) August 27, 2024 (fiscal 2025). Payout of the fiscal 2024 and fiscal 2025 annual PSUs will be made in early fiscal 2027 and early fiscal 2028, respectively, assuming the threshold performance criteria are achieved.

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(b)

Mr. Parsons retired from the Board on December 3, 2024. Following his departure from the Board, in January 2025, the estate of Mr. Parsons received 14,962 shares of Class A Common Stock (for the conversion of approximately 14,962 stock units that included dividend equivalent rights), valued at approximately $1,106,928, and his family trust received 6,241 shares of Class A Common Stock (for the conversion of approximately 6,241 stock units that included dividend equivalent rights), valued at $461,709. As a result, neither the estate nor the family trust held any stock units as of June 30, 2025.

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(c)

This includes 10,536 stock units held by a limited liability company owned by trusts for the benefit of members of Mr. Zannino’s family. Mr. Zannino has investment power over these stock units.

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(5)

These amounts represent the aggregate grant date fair value of the annual stock options, specifically, options to purchase 4,094 shares of Class A Common Stock granted to 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 19 (“Stock Programs”) to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2025. An annual stock option grant for non-employee directors was not made on November 8, 2024 to Ms. J. Lauder, Mr. W. Lauder, and Mr. Zinterhofer because they were not non-employee directors at the time of the grant.

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(6)

Presented below are the aggregate number of shares of Class A Common Stock underlying stock options outstanding as of June 30, 2025 that were granted for service as a non-employee director.

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(a)

This includes 13,904 shares of Class A Common Stock underlying stock options that are held indirectly by Ambassador Barshefsky through a family trust.

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(b)

Ms. J. Lauder did not receive or hold any such stock options as a non-employee director as of June 30, 2025. As an employee of the Company, she was granted stock options and as of June 30, 2025, held options exercisable for an aggregate of 86,203 shares of Class A Common Stock having exercise prices ranging from $77.35 to $344.06 per share. Any stock options that were exercisable at the time of her departure (December 31, 2024) may be exercised until the earlier of one year following her termination date or the original expiration date of the option term. Such options are not included in the table above.

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(c)

Mr. W. Lauder did not receive or hold any such stock options as a non-employee director as of June 30, 2025. As an employee of the Company, Mr. W. Lauder was granted stock options and as of June 30, 2025, held options exercisable for an aggregate of 102,425 shares of Class A Common Stock having exercise prices ranging from $92.87 to $344.06 per share and expiring on various dates between 2028 and 2034. Such options are not included in the table above.

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(d)

Held by the estate of Mr. Parsons.

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(e)

This includes 15,809 shares of Class A Common Stock underlying stock options that are held by a limited liability company owned by trusts for the benefit of members of Mr. Zannino’s family. 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 2025 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. Interest is credited at the Citibank base rate in effect on the last day of the calendar year. The amount shown for Ambassador Barshefsky reflects the interest that accrued above the applicable federal rate (“AFR”) as set by the Internal Revenue Service in fiscal 2025, using the Citibank base rate and AFR at December 31, 2024.

​

 

 

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 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, such beneficial ownership is as of July 31, 2025, and 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, 2025. On that date, there were 234,287,016 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 (“RSUs”) payable in shares that are expected to vest within 60 days after July 31, 2025 (i.e. by September 29, 2025), and any exercisable options (including options that will be exercisable as of September 29, 2025). These amounts do not include Performance Share Units (“PSUs”) and Price Value Units that were paid out after July 31, 2025. For additional information on these awards, see “Outstanding Equity Awards at June 30, 2025” and “Director Compensation,” as well as the Form 4s filed for the Company’s current executive officers or Mr. W. Lauder following the payouts, if any, of the PSUs. The stock units shown in the table 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 accrued on each). The units will be settled in shares of Class A Common Stock and are rounded to the nearest whole unit.

​

(3)

Aerin Lauder, Gary M. Lauder, Jane Lauder, Ronald S. Lauder, and William P. Lauder, each individually and as trustees of various trusts, Joel S. Ehrenkranz 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 her, or the applicable trust’s or partnership’s shares for the election of  (a) William P. Lauder, Gary M. Lauder or a designee in lieu of one of them and (b) Ronald S. Lauder (or one of his daughters), and one person, if any, designated by Mr. R. Lauder, as a director of the Company. 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)

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.

​

(5)

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 sole voting power and shared investment power.

​

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. 4,768,846 shares of Class B Common Stock are pledged by Mr. R. Lauder to secure a loan under a loan facility with a certain bank as to which he has sole voting power and shares investment power with the bank as pledgee under the loan facility.

(6)

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

​

(a)

10,067 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power;

​

(b)

102,425 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.

​

(7)

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;

​

(b)

3,581 shares of Class A Common Stock underlying stock units payable in shares;

​

(c)

2,326 shares of Class A Common Stock underlying options; and

​

 

 

(d)

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.

(8)

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 1,675,010 shares of Class B Common Stock directly and with respect to which she has sole voting and investment power;

​

(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; and

​

(c)

7,708,906 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 she has sole voting and investment power.

​

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.

(9)

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

​

(a)

58,763 shares of Class A Common Stock and 275,010 shares of Class B Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

17,161,010 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)

86,203 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.

(10)

Represents shares of Class A Common Stock beneficially owned by The Leonard A. Lauder 2013 Revocable Trust, whose trustees are William P. Lauder, Gary M. Lauder, and Joel S. Ehrenkranz.

​

(11)

Includes shares owned beneficially or deemed to be owned beneficially by Eric L. Zinterhofer as follows:

​

(a)

1,692 shares of Class A Common Stock and 1,675,010 shares of Class B Common Stock held directly by Aerin Lauder with respect to which Mr. Zinterhofer may be deemed to have shared voting and investment power;

​

(b)

4,910,594 shares of Class B Common Stock held indirectly by Aerin Lauder 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 Aerin Lauder shares voting and investment power with Jane Lauder, as co-trustee. Mr. Zinterhofer may be deemed to have shared voting and investment power; and

​

(c)

7,708,906 shares of Class B Common Stock held indirectly by Aerin Lauder as trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d 4/24/00 for the benefit of Aerin Lauder. Mr. Zinterhofer may be deemed to have shared voting and investment power.

​

Mr. Zinterhofer disclaims beneficial ownership to the extent that he does not have a pecuniary interest in the shares held by Aerin Lauder, who is his spouse. See note (8).

(12)

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

​

(a)

79,750 shares of Class A Common Stock indirectly through family trusts;

​

(b)

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

​

(c)

22,537 shares of Class A Common Stock underlying stock units payable in shares; and

​

(d)

21,969 shares of Class A Common Stock underlying options, including options that are held indirectly through a family trust.

​

 

 

(13)

Includes shares owned beneficially by Angela Wei Dong as follows:

​

(a)

4,004 shares of Class A Common Stock underlying stock units payable in shares; and

​

(b)

3,564 shares of Class A Common Stock underlying options.

​

(14)

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)

13,535 shares of Class A Common Stock underlying stock units payable in shares;

​

(c)

6,160 shares of Class A Common Stock underlying options; and

​

(d)

520,300 shares of Class A Common Stock indirectly through Continental Grain Company (“Continental Grain”). Mr. Fribourg may be deemed to share voting and investment power with respect to the shares held by Continental Grain by virtue of being Chairman and CEO of Continental Grain. In addition, Mr. Fribourg is a co-trustee and in one case, a beneficiary of various trusts established for the benefit of certain members of his family that collectively control a majority interest in Continental Grain.

​

Mr. Fribourg disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

(15)

Includes shares owned beneficially by Jennifer Hyman as follows:

​

(a)

2,350 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

3,564 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

6,160 shares of Class A Common Stock underlying options.

​

(16)

Includes shares owned beneficially by Arturo Nuñez as follows:

​

(a)

3,435 shares of Class A Common Stock underlying stock units payable in shares; and

​

(b)

3,564 shares of Class A Common Stock underlying options.

​

(17)

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

​

(a)

15,209 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;

​

(b)

22,300 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

21,969 shares of Class A Common Stock underlying options.

​

(18)

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

​

(a)

34,812 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)

17,653 shares of Class A Common Stock underlying stock units payable in shares; and

​

(d)

21,969 shares of Class A Common Stock underlying options.

​

(19)

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)

3,564 shares of Class A Common Stock underlying stock units payable in shares; and

​

(c)

10,394 shares of Class A Common Stock underlying options.

​

(20)

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

​

(a)

8,187 shares of Class A Common Stock held indirectly through a limited liability company owned by trusts for the benefit of members of his family. Mr Zannino has investment power over these shares of Class A Common Stock;

​

(b)

12,706 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 trusts for the benefit of members of his family. Mr. Zannino has investment power over these stock units; and

​

(c)

21,969 shares of Class A Common Stock underlying options, including options that are held indirectly by Mr. Zannino through a limited liability company owned by trusts for the benefit of members of his family. Mr. Zannino has investment power over these stock options.

​

 

 

(21)

Includes shares owned beneficially by Stéphane de La Faverie as follows:

​

(a)

11,125 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and

​

(b)

46,336 shares of Class A Common Stock underlying options.

​

(22)

Includes shares owned beneficially by Fabrizio Freda as follows:

​

(a)

295,838 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and

​

(b)

818,394 shares of Class A Common Stock underlying options.

​

(23)

Includes shares owned beneficially by Jane Hertzmark Hudis as follows:

​

(a)

22,478 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power; and

​

(b)

86,116 shares of Class A Common Stock underlying options.

​

(24)

Includes shares owned beneficially by Peter Jueptner as of his June 30, 2025 departure date as follows:

​

(a)

7,354 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and

​

(b)

131,061 shares of Class A Common Stock underlying options, including options that became immediately exercisable as of his departure date.

​

(25)

Represents shares underlying RSUs that vested within 60 days after July 31, 2025.

​

(26)

Includes shares owned beneficially by Akhil Shrivastava as follows:

​

(a)

2,381 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and

​

(b)

4,733 shares of Class A Common Stock underlying options.

​

(27)

Includes shares owned beneficially by Tracey T. Travis as of her June 30, 2025 retirement date as follows:

​

(a)

40,878 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power; and

​

(b)

216,621 shares of Class A Common Stock underlying options, including options that became immediately exercisable as of her retirement date.

​

(28)

Based on a Schedule 13G Amendment filed August 13, 2025 by Capital World Investors (“CWI”), 333 South Hope Street, 55th Floor, Los Angeles, California 90071, CWI may be deemed to be the beneficial owner of 12,466,662 shares of Class A Common Stock, over which it has (a) sole investment power for all such shares, (b) sole voting power for 12,377,273 shares, and (c) no shared voting or investment power for any shares.

​

(29)

Based on a Schedule 13G Amendment filed February 12, 2025 by FMR LLC (“FMR”), 245 Summer Street, Boston, Massachusetts 02210, FMR may be deemed to be the beneficial owner of 14,330,173 shares of Class A Common Stock, over which it has (a) sole investment power for all such shares, (b) sole voting power for 12,736,027 shares, and (c) no shared voting or investment power for any such shares.

​

(30)

Based on a Schedule 13G Amendment filed January 30, 2025 by The Vanguard Group (“Vanguard”), 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, Vanguard may be deemed to be the beneficial owner of 27,014,253 shares of Class A Common Stock, over which it has (a) sole investment power for 25,923,646 shares, (b) shared investment power for 1,090,607 shares, (c) sole voting power over none of the shares, and (d) shared voting power for 286,060 shares.

​

(31)

See notes (2), (3), (5) through (9), (11) through (27). Includes for executive officers not named in the table:

​

(a)

10,697 shares of Class A Common Stock; and

​

(b)

40,844 shares of Class A Common Stock underlying options.

​

 

 

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Fiscal 2025* was a year of both challenges and strategic progress. Organic net sales declined amid ongoing headwinds in Asia travel retail, mainland China and North America. Partially offsetting these declines was growth in Japan and our emerging markets. As reported and adjusted gross margin expanded to 74.0% in fiscal 2025 from 71.7% in the prior year, primarily driven by net benefits from our Profit Recovery and Growth Plan (“PRGP”) and despite significant sales volume deleverage. As reported operating margin was (5.5)% in fiscal 2025 compared to 6.2% in the prior year, reflecting the year-over-year increase in both goodwill and other intangible asset impairment charges and charges associated with restructuring and other activities. The decline also included aggregate charges in fiscal 2025 associated with talcum litigation settlement agreements. Excluding these items, adjusted operating margin contracted to 8.0% from 10.2% in the prior year, driven by sales declines and increased consumer-facing investments.

Beauty Reimagined: Our Bold Action Plan for Growth

Upon assuming the role of President and Chief Executive Officer, Stéphane de La Faverie announced Beauty Reimagined, our strategic vision to restore sustainable sales growth and achieve a solid double-digit adjusted operating margin over the ensuing few years as we aim to become the best consumer-centric prestige beauty company.** We are significantly transforming our operating model to be leaner, faster, and more agile, while taking decisive actions to expand consumer coverage, step-change innovation, and increase consumer-facing investments to better capture growth and drive improved profitability.

The foundation of our Beauty Reimagined strategic vision is a new framework where we are clear on our strengths so that we can more optimally allocate resources. The strengths where we want to lead and excel are: brand desirability, consumer experience, innovation, quality, and end-to-end execution.

Beauty Reimagined has the following five action plan priorities:

•

Accelerate best-in-class consumer coverage

​

•

Create transformative innovation

​

•

Boost consumer-facing investments

​

•

Fuel sustainable growth through bold efficiencies, including the expansion of the PRGP

​

•

Reimagine the way we work

​

*

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 ability to successfully implement the PRGP and 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, 2025.

​

 

 

Executive Leadership Team Realigned for Future Growth

Fiscal 2025 was also characterized by a number of changes among our executive leadership. The following table summarizes executive leadership changes for the executive officers named in the Summary Compensation Table.

*

Ceased to be employees beginning July 1, 2025.

​

 

 

 

 

*

Savings based on comparison of annualized target compensation of the senior leadership team prior to the change in CEO in fiscal 2025 to the current senior leadership team (including those prior senior leaders who remain employed by the Company and are not expected to retire or otherwise depart).

​

Advisory Vote on Executive Compensation

At the 2024 Annual Meeting, approximately 93% 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 driving our strategy and financial performance and aligning the interests of senior management with the interests of stockholders.

 

 

The Company’s incentive programs are designed to align pay and performance. Below is a chart highlighting the Company’s response to stockholder feedback regarding executive compensation:

 

 

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 short-term and long-term goals. We believe that the design and governance of our program supports, and aligns executive officers with the business strategy. The design also reflects the control of the Lauder family. Periodically, we review various aspects of our compensation program to consider whether 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 short-term and long-term goals and the interests of our stockholders and 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 2025 for our NEOs are described under “Employment Agreements.” Our standard employment agreements for executive officers cover termination and severance and include non-compete, 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 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 Compensation Committee approves all other aspects of executive compensation.

 

 

Elements of Compensation

Fiscal 2025. As explained in further detail below, our executive compensation program consists of multiple elements of compensation. This is reflected in the chart below, which notes certain plan design features for fiscal 2025.

Each fiscal year, the Compensation Committee, Subcommittee, our senior management, and the Compensation Committee’s compensation consultant (Semler Brossy) review our executive compensation program, including the components of total direct compensation. As part of the review, we assess whether an executive’s Total Direct Compensation is generally aligned with that of similarly positioned executives in our executive compensation peer group. The Compensation Committee and the Subcommittee consult with management and Semler Brossy regarding the design for the EAIP and Long-Term Incentive Program. 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 2025 was 90% performance-based incentive compensation, and the average annual target pay mix for the other NEOs for fiscal 2025 was 85% performance-based incentive compensation. 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, followed by annual cash incentives, and then by base salary.

 

 

Based on target levels for incentive compensation for fiscal 2025, the mix of pay for our NEOs is shown below:

*

The Current CEO Annual Target Pay Mix reflects the annual target pay mix for Mr. de La Faverie in his role as President and CEO. The Average Annual Target Pay Mix for All Other NEOs reflects the average annual target pay mix for Mr. Shrivastava and Ms. Hertzmark Hudis in their current roles, Ms. La Lande in her role since joining the Company, and Mr. Jueptner, Mr. Freda, and Ms. Travis in their former roles.