DEF 14A of Estee Lauder Companies Inc, Sep 19, 2024

DEF 14A of Estee Lauder Companies Inc

Filed Sep 19, 2024 · FY20240001104659-24-101259

Open on EDGAR

  1. Director Nominees

    Director Nominees Below is information about the Class I Director Nominees standing for election to serve until the 2027 Annual Meeting of Stockholders, reflecting committee assignments as of September 9, 2024 (the “Record Date”). Additional information about these Director Nominees and the other Directors can be found in this Proxy Statement. See “Election of Directors.”

  2. Director Nominees

    | Nominee | Current Position | Committee Membership | | Paul J. Fribourg | Chairman and Chief Executive Officer, Continental Grain Company | Audit Committee; and Compensation Committee (Chair) and Stock Plan Subcommittee | | Jennifer Hyman | Co-founder, Chief Executive Officer, and Chair, Rent the Runway, Inc. | Audit Committee; and Nominating and ESG Committee | | Arturo Nuñez | Founder and Chief Executive Officer of AIE Creative | Audit Committee; and Compensation Committee and Stock Plan Subcommittee | | Barry S. Sternlicht | Chairman and Chief Executive Officer, Starwood Capital Group | Nominating and ESG Committee |

  3. Director Nominees

    | | 2024 Proxy Statement | 1 |

  4. Director Nominees

    | 2 | 2024 Proxy Statement | |

  5. Director Nominees

    | | 2024 Proxy Statement | 3 |

  6. Board of Directors

    Board of Directors As of the Record Date (September 9, 2024), our Board of Directors (the “Board”) is comprised of 15 directors. The directors are divided into three classes, each serving for a period of three years. As of the Record Date, Class I is comprised of four directors, Class II is comprised of six directors, and Class III is comprised of five directors. The stockholders elect one class of the members of the Board annually. The directors whose terms will expire at the 2024 Annual Meeting of Stockholders are Paul J. Fribourg, Jennifer Hyman, Arturo Nuñez, and Barry S. Sternlicht. Each of these directors has been nominated to stand for re-election as a Class I director at the 2024 Annual Meeting, to hold office until the 2027 Annual Meeting and until his or her successor is elected and qualified. Lauder Family Members, including related entities, who control the Company have agreed to vote their shares in favor of four individuals as directors: Gary M. Lauder, Jane Lauder, Ronald S. Lauder, and William P. Lauder. The term “Lauder Family Members” is defined below (see “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation”). Director Qualifications. Our Board is comprised of individuals with diverse and complementary business experience, leadership experience, and financial experience. Many of our directors have leadership experience at major domestic and multinational companies, as well as experience on the boards of other companies and organizations, which provides an understanding of different business processes, challenges, and strategies. Other directors have government, legal, public policy, or media experience that provides insight into issues faced by public companies. The members of the Board are inquisitive and collaborative, challenging yet supportive, and demonstrate maturity and sound judgment in performing their duties. The Board believes that the above-mentioned attributes, along with the leadership skills and other experience of its Board members, some of which are described in the biographies below, provide the appropriate perspectives and judgment to guide the Company’s long-term strategy, monitor progress, and oversee management. The Company does not have a specific policy on diversity of the Board. Instead, the Board evaluates nominees in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on the group’s diversity of experience, represent stockholder interests through the exercise of sound judgment. Such diversity of experience may be enhanced by a mix of different professional and personal backgrounds and experiences. The Company is proud to have a diverse Board, including with respect to gender and race. As of the Record Date, six of our directors are women; one of our directors self-identifies as Black or African American; one of our directors self-identifies as Afro-Latino; and two of our directors self-identify as Asian.

  7. Board of Directors

    | | The Board recommends a vote FOR each nominee as a director to hold office until the 2027 Annual Meeting. Proxies received by the Board will be so voted unless a contrary choice is specified in the proxy. |

  8. Board of Directors

    | | 2024 Proxy Statement | 9 |

  9. Board of Directors

    Nominees for Election to Term Expiring 2027 (Class I)

  10. Board of Directors

    | Paul J. Fribourg | | | | Director since 2006 Age 70 Class I Committees: • Audit Committee • Compensation Committee (Chair) and Stock Plan Subcommittee | BACKGROUND Mr. Fribourg is the Chairman and Chief Executive Officer of Continental Grain Company, an international agribusiness and investment company. He joined Continental Grain Company in 1976 and worked in various positions there with increasing responsibility in both the United States and Europe. Mr. Fribourg is a member of the Board of Directors of Loews Corporation. Within the past five years, he served as a director of Bunge Limited and Restaurant Brands International Inc. He is a member of Rabobank’s International North American Agribusiness Advisory Board, Temasek Americas Advisory Panel, and the International Business Leaders’ Advisory Council for The Mayor of Shanghai. Mr. Fribourg has been a member of the Council on Foreign Relations since 1985. | QUALIFICATIONS • Global management, marketing, and other business experience as Chairman and Chief Executive Officer of Continental Grain Company • Board experience at Apollo Global Management, LLC, Bunge Limited, Loews Corporation, and Restaurant Brands International Inc. • Affiliation with leading business and public policy associations (Council on Foreign Relations) • Financial experience | | Jennifer Hyman | | | | Director since 2018 Age 44 Class I Committees: • Audit Committee • Nominating and ESG Committee | BACKGROUND Ms. Hyman is Co-founder, Chief Executive Officer, and Chair of Rent the Runway, Inc., which enables women to subscribe, rent items, and shop resale from an unlimited closet of designer brands. Prior to co-founding Rent the Runway, Inc. in 2009, she was Director of Business at IMG, a global talent management company, from 2006 to 2007. She was Senior Manager, Sales, at the WeddingChannel.com from 2005 to 2006. Ms. Hyman is on the supervisory board of Zalando SE. | QUALIFICATIONS • Management and entrepreneurial experience as Co-founder and Chief Executive Officer of Rent the Runway, Inc. • Deep knowledge about millennials, Gen Z, and other consumer segments • Omnichannel, disruptive technology, and social-digital experience • Board experience at Rent the Runway, Inc. and Zalando SE • Financial experience |

  11. Board of Directors

    | 10 | 2024 Proxy Statement | |

  12. Board of Directors

    | Arturo Nuñez | | | | Director since 2022 Age 57 Class I Committees: • Audit Committee • Compensation Committee and Stock Plan Subcommittee | BACKGROUND Mr. Nuñez is Founder and Chief Executive Officer of AIE Creative, a branding and marketing firm which he founded in 2018. From June 2021 until October 2022, he was the Chief Marketing Officer of Nu Holdings Ltd. (“Nubank”), a digital banking platform headquartered in Brazil that serves customers across Brazil, Mexico, and Colombia. From 2018 to 2021, he worked at AIE Creative, and from 2014 to 2018, he was the Head of Marketing, Latin America, for Apple Inc. From 2007 to 2014, Mr. Nunez held various marketing positions at NIKE, Inc., including Global Vice President, Basketball Marketing, and from 1999 to 2007, he held various positions at the National Basketball Association (“NBA”) including Vice President, Managing Director, NBA Latin America and U.S. Hispanic. Mr. Nuñez is a member of the Board of Directors of Abercrombie & Fitch Co. | QUALIFICATIONS • Global business, marketing, management, retail, and consumer brand experience in various roles at Apple Inc., NIKE, Inc., the National Basketball Association, and Nu Holdings Ltd. • Board experience at Abercrombie & Fitch Co. • Deep knowledge about consumers and consumer goods • Innovative technology and digital experience | | Barry S. Sternlicht | | | | Director since 2004 Age 63 Class I Committee: • Nominating and ESG Committee | BACKGROUND Mr. Sternlicht is Chairman and Chief Executive Officer of Starwood Capital Group, a privately-held global investment firm focused on global real estate. He also serves as Chairman and CEO of Starwood Property Trust, Inc., a commercial mortgage REIT. Mr. Sternlicht is the Chairman of the Board of Starwood Real Estate Income Trust, Inc. and is founder and Chairman of Jaws Mustang Acquisition Corp. Additionally, within the past five years, he served as a director of A.S. Roma, Cano Health, Invitation Homes, Inc., Jaws Spitfire Acquisition Corp., Jaws Wildcat Acquisition Corporation, Jaws Acquisition Corp., Jaws Hurricane Acquisition Corporation, Jaws Juggernaut Acquisition Corp, and Vesper Healthcare Acquisition Corp. From 1995 through early 2005, Mr. Sternlicht was Chairman and CEO of Starwood Hotels & Resorts Worldwide, Inc. He currently serves as a member of the board of The Robin Hood Foundation, and he is on the board of the Dreamland Film & Performing Arts Center and the Business Committee for the Arts of Americans for the Arts. | QUALIFICATIONS • Global business, investment, real estate, financial, private equity, entrepreneurial, and consumer brand and luxury industry expertise at Starwood Capital Group, as Chairman of Starwood Property Trust, Inc., as Chairman of the Board of Starwood Real Estate Trust, Inc., and as founder and former Chief Executive of Starwood Hotels & Resorts Worldwide, Inc. • Board experience at A.S. Roma, Baccarat S.A., Cano Health, Inc., Invitation Homes, Inc., Restoration Hardware Holdings, Inc., Riviera Holdings Corporation, Starwood Property Trust, Inc., and TRI Pointe Group, Inc. • Financial experience |

  13. Board of Directors

    | | 2024 Proxy Statement | 11 |

  14. Board of Directors

    Incumbent Directors – Term Expiring 2025 (Class II)

  15. Board of Directors

    | Ronald S. Lauder | | | | Director since 2016 Age 80 Class II | BACKGROUND Mr. R. Lauder is Chairman of Clinique Laboratories, LLC. He was Chairman of Estee Lauder International, Inc. from 1987 through 2002. Mr. Lauder joined the Company in 1964 and has served in various capacities. He was a member of the Board of Directors of the Company from 1968 to 1986 and again from 1988 to July 2009, prior to rejoining the Board in 2016. From 1983 to 1986, Mr. Lauder served as Deputy Assistant Secretary of Defense for European and NATO Affairs. From 1986 to 1987, he was U.S. Ambassador to Austria. Mr. Lauder is an Honorary Chairman of the Board of Trustees of the Museum of Modern Art and President of the Neue Galerie. He is also Chairman of the Board of Governors of the Joseph H. Lauder Institute of Management and International Studies at The Wharton School at the University of Pennsylvania and the co-founder and Co-Chairman of the Alzheimer’s Drug Discovery Foundation. | QUALIFICATIONS • Global business, marketing, and consumer and luxury brand industry experience through leadership roles at The Estée Lauder Companies Inc. • Affiliation with leading business, civic, and government associations • Board experience at Central European Media Enterprises Ltd. • Lauder family stockholder and party to Stockholders’ Agreement | | William P. Lauder | | | | Director since 1996 Age 64 Class II Committee: • Nominating and ESG Committee | BACKGROUND Mr. W. Lauder is Executive Chairman of the Company and, in such role, he is Chairman of the Board of Directors. He was Chief Executive Officer of the Company from March 2008 through June 2009 and President and Chief Executive Officer from July 2004 through February 2008. From January 2003 through June 2004, he was Chief Operating Officer. Mr. Lauder joined the Company in 1986 and has served in various capacities. From July 2001 through 2002, he was Group President, responsible for the worldwide business of the Clinique and Origins brands and the Company’s retail store and online operations. From 1998 to 2001, Mr. Lauder was President of Clinique Laboratories, LLC. Prior to 1998, he was President of Origins Natural Resources Inc. Within the past five years, Mr. Lauder served as a director of ICG Hypersonic Acquisition Corp. He currently serves as Chairman of the Board of the Fresh Air Fund, as an Emeritus Trustee of the University of Pennsylvania and The Trinity School in New York City, and as a member of the boards of directors of 92NY (formerly, the 92nd Street Y) and the Partnership for New York City. Mr. Lauder is also on the Advisory Board of Zelnick Media and is Co-Chairman of the Breast Cancer Research Foundation. | QUALIFICATIONS • Global business, marketing, Internet, retail, and consumer and luxury brand industry experience through leadership roles at The Estée Lauder Companies Inc. • Experience leading successful creative organizations with innovation programs based on research and development • Board experience at GLG Partners, Inc., ICG Hypersonic Acquisition Corp., Jarden Corporation, and True Temper Sports, Inc. • An Emeritus Trustee of the University of Pennsylvania and lecturer at The Wharton School • Financial experience • Lauder family stockholder and party to Stockholders’ Agreement |

  16. Board of Directors

    | 12 | 2024 Proxy Statement | |

  17. Board of Directors

    | Richard D. Parsons | | | | Director since 1999 Age 76 Class II Committees: • Compensation Committee • Nominating and ESG Committee | BACKGROUND Mr. Parsons has been the Chairman of Equity Alliance, a firm that invests in diverse, emerging venture capital fund managers, since January 2021. He is a co-founder and partner of Imagination Capital LLC, a venture capital firm. Until September 2022, he was a senior advisor to Providence Equity Partners LLC, a global private equity and investment firm. From 1996 until 2012, he was a director of Citigroup Inc. and served as its Chairman from February 2009 to April 2012. From May 2003 until his retirement in December 2008, Mr. Parsons served as Chairman of the Board of Time Warner Inc. From May 2002 until December 2007, he served as Chief Executive Officer of Time Warner Inc. From January 2001 until May 2002, Mr. Parsons was Co-Chief Operating Officer of AOL Time Warner. Mr. Parsons is on the boards of directors of Lazard, Inc. and Madison Square Garden Sports Corp. Within the past five years, he served as a director of Group Nine Acquisition Corp. Mr. Parsons serves as Chairman of the Jazz Foundation of America. | QUALIFICATIONS • Global business, marketing, media, Internet, banking, and other business and consumer brand experience through leadership roles at Time Warner Inc. and Dime Bancorp, Inc. • Board experience at CBS Corporation, Citigroup Inc., Group Nine Acquisition Corp., Lazard, Inc., Madison Square Garden Sports Corp., and Time Warner Inc. • Private equity experience at Providence Equity Partners LLC • Legal and government experience • Financial experience | | Lynn Forester de Rothschild | | | | Director since 2000 Age 70 Class II Committee: • Nominating and ESG Committee | BACKGROUND Lady de Rothschild is Chief Executive Officer and Chair of E.L. Rothschild LLC, a private investment company with investments in media, information technology, agriculture, financial services, and real estate. Until May 2023, she served as Founding and Manager Partner of Inclusive Capital Partners, an investment fund. Lady de Rothschild is the founder, chair, and acting CEO of the Council for Inclusive Capitalism. Within the past five years, she served as a director of Nikola Corporation. Lady de Rothschild serves as chair of the ERANDA Rothschild Foundation and as a board member of the McCain Institute. She is a member of the Council on Foreign Relations (USA), Chatham House (UK), the International Institute of Strategic Studies (UK), and the Foreign Policy Association (USA). | QUALIFICATIONS • Global business and investment experience as Chief Executive Officer of E.L. Rothschild LLC, and as an advisor to Inclusive Capital Partners • Board experience at Nikola Corporation • Board and media experience as director of The Economist Group • Affiliation with leading business and public policy associations (Council for Inclusive Capitalism and Council on Foreign Relations) • Experience working abroad • Legal and government experience • Financial experience |

  18. Board of Directors

    | | 2024 Proxy Statement | 13 |

  19. Board of Directors

    | Jennifer Tejada | | | | Director since 2018 Age 53 Class II Committee: • Nominating and ESG Committee (Chair) | BACKGROUND Ms. Tejada is Chief Executive Officer and Chair of the Board of PagerDuty, Inc., a digital operations management platform for businesses. Prior to joining PagerDuty in 2016, she was President and Chief Executive Officer of Keynote Systems Corporation, a software company specializing in digital performance analytics and web and mobile testing, from 2013 to 2015. Ms. Tejada was Executive Vice President and Chief Strategy Officer of Mincom, an enterprise software company, from 2008 to 2011. She has also previously held senior positions at Merivale Group, The Procter & Gamble Company, and i2 Technologies. Within the past five years, Ms. Tejada served as a director of UiPath, Inc. | QUALIFICATIONS • Management experience at PagerDuty, Inc., Keynote Systems Corporation, and Mincom • Digital, mobile, cyber, and software experience • Consumer goods experience • Experience working abroad • Board experience at PagerDuty, Inc., Keynote Systems Corporation, Puppet Labs, Inc., and UiPath, Inc. • Financial experience | | Richard F. Zannino | | | | Director since 2010 Age 65 Class II Committee: • Audit Committee (Chair) | BACKGROUND Mr. Zannino is a Managing Director at the private equity firm CCMP Capital Advisors, LLC. He is a partner on the firm’s Investment Committee and co-heads the consumer retail practice. Prior to joining CCMP Capital, Mr. Zannino was an independent retail and media advisor from February 2008 to June 2009. He was Chief Executive Officer and a member of the Board of Directors of Dow Jones & Company, Inc. from February 2006 until January 2008. Mr. Zannino joined Dow Jones as Executive Vice President and Chief Financial Officer in February 2001 and was promoted to Chief Operating Officer in July 2002. From 1998 to 2001, he was Executive Vice President of Liz Claiborne, Inc., where he oversaw the finance, administration, retail, fragrance, and licensing divisions. From 1993 to 1998, Mr. Zannino was with Saks Fifth Avenue, serving as Vice President and Treasurer, Senior Vice President, Finance and Merchandise Planning, and then Executive Vice President and Chief Financial Officer. He is on the boards of directors of IAC/InterActiveCorp and Ollie’s Bargain Outlet Holdings, Inc. Within the past five years, Mr. Zannino served as a director of Hillman Solutions Corp. He currently serves as Vice Chairman of the Board of Trustees of Pace University. | QUALIFICATIONS • Management, media, finance, retail, and consumer brand industry experience in various positions at Dow Jones & Company, Inc., Liz Claiborne, Inc., and Saks Fifth Avenue • Consumer, retail, media, and private equity experience at CCMP Capital Advisors, LLC • Board experience at Dow Jones & Company, Inc., Francesca’s Holdings Corporation, Hillman Solutions Corp., IAC/ InterActiveCorp, and Ollie’s Bargain Outlet Holdings, Inc. • Trustee of Pace University • Financial experience |

  20. Board of Directors

    | 14 | 2024 Proxy Statement | |

  21. Board of Directors

    Incumbent Directors – Term Expiring 2026 (Class III)

  22. Board of Directors

    | Charlene Barshefsky | | | | Director since 2001 Age 74 Class III Presiding Director Committees: • Compensation Committee and Stock Plan Subcommittee | BACKGROUND Ambassador Barshefsky is Chair of Parkside Global Advisors, a consulting firm. Until March 2021, she was Senior International Partner at WilmerHale, a multinational law firm based in Washington, D.C. Prior to joining the law firm in 2001, she was the United States Trade Representative from 1997 to 2001, and Deputy United States Trade Representative and Acting United States Trade Representative from 1993 to 1996. Ambassador Barshefsky is a member of the Board of Directors of Stagwell Inc. Within the past five years, she served as a director of American Express Company and Intel Corporation. Ambassador Barshefsky is a member of the Council on Foreign Relations and a trustee of the Howard Hughes Medical Institute. | QUALIFICATIONS • International, government, and public policy experience as United States Trade Representative • Legal experience, including as Senior International Partner at WilmerHale • Board experience at American Express Company, Intel Corporation, Stagwell Inc., and Starwood Hotels & Resorts Worldwide, Inc. • Trustee of the Howard Hughes Medical Institute | | Angela Wei Dong | | | | Director since 2022 Age 50 Class III Committee: • Audit Committee | BACKGROUND Ms. Dong is the Global Vice President and General Manager of Greater China for NIKE, Inc. (“Nike”), a company that designs and develops, and markets and sells worldwide, athletic footwear, equipment, accessories and services. She has been in her current role since 2015, and prior to that, Ms. Dong held positions of increasing responsibility since joining Nike in 2005. Within the past five years, she served as a member of the Board of Directors of Barry Callebaut AG. | QUALIFICATIONS • Global financial and consumer branding and marketing experience in various roles at NIKE, Inc. • Consumer goods experience, particularly for Chinese consumers • Board experience at Barry Callebaut AG • Financial experience |

  23. Board of Directors

    | | 2024 Proxy Statement | 15 |

  24. Board of Directors

    | Fabrizio Freda | | | | Director since 2009 Age 67 Class III | BACKGROUND Mr. Freda has served as President and Chief Executive Officer of the Company since July 2009. From March 2008 through June 2009, he was President and Chief Operating Officer where he oversaw a number of brands in the Company’s portfolio. He also was responsible for the Company’s International Division, as well as Global Operations, Research and Development, Packaging, Quality Assurance, Merchandise Design, Corporate Store Design, and Retail Store Operations. Prior to joining the Company, Mr. Freda served in a number of positions of increasing responsibility at The Procter & Gamble Company (“P&G”), where he was responsible for various operating, marketing, and key strategic efforts for over 20 years. He also spent more than a decade in the Health and Beauty Care division at P&G. From 1986 to 1988, Mr. Freda directed marketing and strategic planning for Gucci SpA. He is currently a member of the Board of Directors of BlackRock, Inc., a global asset management company. | QUALIFICATIONS • Global management, marketing, and other business, consumer and luxury brand industry experience as President and Chief Executive Officer of The Estée Lauder Companies Inc. • Similar experience, including developing and leading global organizations, in leadership positions at P&G and Gucci SpA • Experience leading successful, creative organizations with innovation programs based on research and development • Board experience at BlackRock, Inc. • Experience living and working in several countries • Financial experience | | Gary M. Lauder | | | | Director since 2023 Age 62 Class III | BACKGROUND Mr. G. Lauder is the Managing Director of Lauder Partners LLC, a Silicon Valley-based venture capital firm. He has been a venture capitalist since 1985, investing in over 170 private companies across diverse industries. Presently, he invests in technology companies in biomedical, law enforcement, security, and other fields. Mr. Lauder has served as a board member or observer at a number of private companies. In addition, he currently serves on the Advisory Council of the Aspen Institute Science & Society Program and on the Board of Governors of the Alzheimer’s Drug Discovery Foundation. | QUALIFICATIONS • Venture capital and investment experience as Managing Director of Lauder Partners LLC • Technology innovation and intellectual property experience • Board experience at ShotSpotter Inc. (renamed SoundThinking, Inc.) • Affiliation with non-profit organizations (Aspen Institute and Alzheimer’s Drug Discovery Foundation) • Financial experience • Lauder family stockholder and party to Stockholders’ Agreement |

  25. Board of Directors

    | 16 | 2024 Proxy Statement | |

  26. Board of Directors

    | Jane Lauder | | | | Director since 2009 Age 51 Class III | BACKGROUND Ms. Lauder is Executive Vice President, Enterprise Marketing and Chief Data Officer of the Company. She began her career with the Company in 1996 at Clinique and has served in various positions throughout the Company. Ms. Lauder was Global Brand President, Clinique from April 2014 to July 2020. Previously, she was Global President, General Manager of the Origins, Ojon, and Darphin brands from July 2010 to April 2014. She was Senior Vice President/General Manager of the Origins brand from July 2008 to July 2010, and Senior Vice President, Global Marketing for Clinique from July 2006 to July 2008. Ms. Lauder is a member of the Board of Directors of Eventbrite, Inc. | QUALIFICATIONS • Management, marketing, and other industry experience through leadership roles at The Estée Lauder Companies Inc. • Digital and technology experience • Board experience at Eventbrite, Inc. • Lauder family stockholder and party to Stockholders’ Agreement |

  27. Board of Directors

    | | 2024 Proxy Statement | 17 |

  28. Additional Information Regarding the Board of Directors

    Additional Information Regarding the Board of Directors Stockholders’ Agreement and Lauder Family Control. All Lauder Family Members who are party to a stockholders’ agreement with the Company (the “Stockholders’ Agreement”) have agreed to vote shares beneficially owned by them for Leonard A. Lauder (or for one of his sons), Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by each as a director of the Company. 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 84% of the voting power of the Company as of the Record Date. The right of each of Leonard A. Lauder (or his sons) and Ronald S. Lauder (or his daughters) to designate a nominee exists only when he (including his descendants) beneficially owns (other than by reason of the Stockholders’ Agreement) shares of Common Stock with at least 10% of the total voting power of the Company. In accordance with the Stockholders’ Agreement, Leonard A. Lauder designated William P. Lauder and Gary M. Lauder as directors, and Ronald S. Lauder designated himself and Jane Lauder as directors. The right of each of Leonard A. Lauder (or one of his sons) and Ronald S. Lauder (or one of his daughters) to be nominated will exist so long as he (including his descendants) beneficially owns shares of Common Stock with at least 5% of the total voting power of the Company. In the event that Leonard A. Lauder ceases to be a member of the Board of Directors by reason of his death or disability, then his sons, William P. Lauder and Gary M. Lauder, will succeed to his rights to be nominated as a director and to designate one nominee. If either son is unable to serve by reason of his death or disability, the other son will have the right to designate a nominee. Similarly, Aerin Lauder and Jane Lauder, Ronald S. Lauder’s daughters, will succeed to their father’s rights upon his death or disability. If either daughter is unable to serve by reason of her death or disability, the other daughter will have the right to designate a nominee. In the event none of Leonard A. Lauder and his sons and Ronald S. Lauder and his daughters are able to serve as directors by reason of death or disability, then the rights under the Stockholders’ Agreement to be a nominee and to designate a nominee will cease. The Stockholders’ Agreement contains a “sunset provision.” Under this provision, the Stockholders’ Agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the Stockholders’ Agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company. Controlled Company Exemptions. The Lauder family has direct and indirect holdings of approximately 84% of the voting power of the Company as of the Record Date. The Company is a “controlled company” under the rules of the New York Stock Exchange (the “NYSE”) because the Lauder family and their related entities hold more than 50% of the voting power of the outstanding voting stock. As such, the Company may avail itself of exemptions relating to the Board and certain Board committees. Despite the availability of such exemptions, the Board of Directors has determined that it will have a majority of independent directors and that both the Nominating and ESG Committee and the Compensation Committee will have otherwise required provisions in their charters. As permitted by the NYSE rules for “controlled companies,” our Board does not require that the Nominating and ESG Committee and the Compensation Committee be comprised solely of independent directors. Board Committees. The Board of Directors has established the following standing committees: the Audit Committee; the Compensation Committee (which includes the Stock Plan Subcommittee); and the Nominating and ESG Committee. Each director on these committees is an independent director except for William P. Lauder, who is a member of the Nominating and ESG Committee, and Richard D. Parsons, who is a member of the Nominating and ESG Committee and the Compensation Committee. Each committee reports regularly to the Board and has the authority to engage its own advisors. From time to time, the Board considers the composition of our Board committees. Effective November 17, 2023 (fiscal 2024): (i) Ms. Hyman joined the Nominating and ESG Committee; (ii) Mr. Nuñez joined the Compensation Committee (and the Stock Plan Subcommittee); and (iii) Ms. Tejada joined and became Chair of the Nominating and ESG Committee and left the Compensation Committee (and Stock Plan Subcommittee).

  29. Additional Information Regarding the Board of Directors

    | 18 | 2024 Proxy Statement | |

  30. Additional Information Regarding the Board of Directors

    Committee Composition as of the Record Date

  31. Additional Information Regarding the Board of Directors

    | Director | Audit Committee | Compensation Committee | Nominating and ESG Committee | | Charlene Barshefsky†* | | | | | Angela Wei Dong | | | | | Paul J. Fribourg† | | | | | Jennifer Hyman | | | | | William P. Lauder | | | | | Arturo Nuñez† | | | | | Richard D. Parsons | | | | | Lynn Forester de Rothschild | | | | | Barry S. Sternlicht | | | | | Jennifer Tejada | | | | | Richard F. Zannino | | | |

  32. Additional Information Regarding the Board of Directors

    Chair Member † Also a member of the Stock Plan Subcommittee * Presiding Director Copies of the charters adopted by the Board of Directors for each committee may be found in the “Investors” section of the Company’s website, www.elcompanies.com, under “Corporate Governance.”

  33. Additional Information Regarding the Board of Directors

    | Audit Committee (as of the Record Date) | • Richard F. Zannino (Chair) • Angela Wei Dong • Paul J. Fribourg | • Jennifer Hyman • Arturo Nuňez |

  34. Additional Information Regarding the Board of Directors

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

  35. Additional Information Regarding the Board of Directors

    | Compensation Committee (as of the Record Date) | • Paul J. Fribourg (Chair)* • Charlene Barshefsky* | • Arturo Nuñez* • Richard D. Parsons | | | *Also a member of the Stock Plan Subcommittee | |

  36. Additional Information Regarding the Board of Directors

    The Compensation Committee establishes and approves compensation plans and arrangements with respect to the Company’s executive officers and administers the Company’s Executive Annual Incentive Plan. The Stock Plan Subcommittee has authority over all decisions regarding awards to

  37. Additional Information Regarding the Board of Directors

    | | 2024 Proxy Statement | 19 |

  38. Additional Information Regarding the Board of Directors

    executive officers under the Company’s share incentive plans and authority to administer the Company’s share incentive plans under which executive officers and other employees may receive equity grants. The Company also has an Employee Equity Award Committee, the sole member of which is Mr. Freda; the purpose of this committee is to make limited grants of equity awards under the share incentive plan to employees who are not executive officers. Compensation Committee Interlocks and Insider Participation. During fiscal 2024, Ambassador Barshefsky, Mr. Fribourg, Mr. Nuñez, Mr. Parsons, and Mr. Zannino served on the Compensation Committee. Ms. Tejada also served on the Compensation Committee during fiscal 2024 until November 17, 2023. None of these directors is a former or current officer or employee of the Company or any of its subsidiaries. During fiscal 2024, none of our executive officers served as a member of the compensation committee (or other committee performing similar functions) or as a director of any other entity of which an executive officer served on our Board or Compensation Committee. None of the directors who served on our Compensation Committee during fiscal 2024 has any relationship requiring disclosure under this caption under SEC rules.

  39. Additional Information Regarding the Board of Directors

    | Nominating and ESG Committee (as of the Record Date) | • Jennifer Tejada (Chair) • Jennifer Hyman • William P. Lauder | • Richard D. Parsons • Lynn Forester de Rothschild • Barry S. Sternlicht |

  40. Additional Information Regarding the Board of Directors

    The Nominating and ESG Committee’s responsibility for corporate governance matters includes oversight of the Company’s environmental, social, and governance (“ESG”) activities and practices, including citizenship and sustainability matters. Among other things, the committee proposes candidates to fill vacancies on the Board and recommends nominees for election as members of the Board; oversees CEO succession planning; considers and makes recommendations regarding Board practices and procedures; considers corporate governance issues that arise from time to time and makes appropriate recommendations for the Board regarding such matters; and reviews the compensation for service as a Board member. Board and Board Committee Meetings; Annual Meeting Attendance; and Executive Sessions. Directors are expected to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. In furtherance of the Board’s role, directors are expected to attend all scheduled Board and Board committee meetings and all meetings of stockholders. In fiscal 2024, the Board met six times, the Audit Committee met seven times, the Compensation Committee met five times (and the Stock Plan Subcommittee met five times), and the Nominating and ESG Committee met four times. The total combined attendance for all Board and committee meetings in fiscal 2024 was over 96%. No director attended less than 75% of Board and committee meetings in fiscal 2024. The non-employee directors, other than Mr. G. Lauder, met five times in executive session in fiscal 2024. The independent directors met once in executive session in fiscal 2024. Directors are expected to attend the Annual Meeting of Stockholders. All of our directors who were on the Board attended our Annual Meeting of Stockholders in November 2023. Board Leadership Structure. Our Board is currently led by our Executive Chairman, who is a member of the Lauder family. In addition, we have an independent director who serves as our Presiding Director. A majority of the directors on our Board are independent. As of our Record Date, there are 15 directors on our Board, comprised of: (i) 9 independent directors and (ii) 6 non-independent directors including our President and Chief Executive Officer (“CEO”), 4 directors who are members of the Lauder family (including our Executive Chairman), and 1 non-employee director. The Presiding Director presides at all meetings or executive sessions of non-employee or independent directors. The Board considers this structure appropriate in view of the Lauder family’s significant investment in the Company. The structure also comports with the Stockholders’ Agreement among various members of the Lauder family and the Company. See “Additional Information Regarding the Board of Directors – Stockholders’ Agreement and Lauder Family Control.” In addition to his responsibilities as Chairman of the Board, Mr. W. Lauder, as Executive Chairman, works with the CEO to set overall vision, strategy, financial objectives, and investment

  41. Additional Information Regarding the Board of Directors

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  42. Additional Information Regarding the Board of Directors

    priorities for the business. Mr. W. Lauder also provides high-level leadership in areas that are important to the Company, including marketing, trade relations, global communications, social impact and sustainability, and regulatory affairs. As provided in our Corporate Governance Guidelines, the Board selects our Chairman, and it does so annually. As provided in our Corporate Governance Guidelines, an independent director serves as our Presiding Director. The Presiding Director serves a one-year term beginning with the meeting of the Board immediately following the Annual Meeting of Stockholders. Ambassador Barshefsky served as the Presiding Director for all executive sessions of the Board in fiscal 2024. She has been re-appointed by the Board to serve as the Presiding Director for an additional one-year term beginning after the 2024 Annual Meeting.

  43. Certain Relationships and Related Transactions

    | Name | Fees Earned or Paid in Cash ($)(1)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($) | Total ($) | | Charlene Barshefsky | $138,000 | $74,999 | $99,971 | $89,565 | — | $402,535 | | Wei Sun Christianson* | 30,750 | — | — | — | — | 30,750 | | Angela Wei Dong | 112,000 | 320,239 | 99,971 | — | — | 532,210 | | Paul J. Fribourg | 135,000 | 74,999 | 99,971 | — | — | 309,970 | | Jennifer Hyman | 118,000 | 74,999 | 99,971 | — | — | 292,970 | | Gary M. Lauder | 75,000 | 74,999 | 99,971 | — | — | 249,970 | | Arturo Nuñez | 118,000 | 74,999 | 99,971 | — | — | 292,970 | | Richard D. Parsons | 116,000 | 74,999 | 99,971 | — | — | 290,970 | | Lynn Forester de Rothschild | 108,000 | 74,999 | 99,971 | — | — | 282,970 | | Barry S. Sternlicht | 108,000 | 74,999 | 99,971 | — | — | 282,970 | | Jennifer Tejada | 119,250 | 74,999 | 99,971 | — | — | 294,220 | | Richard F. Zannino | 137,000 | 74,999 | 99,971 | — | — | 311,970 |

  44. Compensation Discussion and Analysis

    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 2024 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.

  45. Compensation Discussion and Analysis

    Elements of Compensation 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 2024. Each fiscal year, the Compensation Committee, Subcommittee, our senior management, and the Compensation Committee’s compensation consultant (Semler Brossy) begin their review of compensation by looking first at the components of total direct compensation, and gauging for each type of position in the executive officer group, the extent to which total direct compensation is broadly aligned with that of our executive compensation peer group. The Compensation Committee and the Subcommittee consult with management and Semler Brossy regarding the design for the EAIP and PSU. This group reviews the elements of compensation (i.e. base salary, annual cash incentive bonus opportunities, and long-term equity-based compensation opportunities) and determines a mix of these elements as a percentage of total direct compensation. The mix is intended to be predominantly performance-based (i.e. provide a greater percentage of compensation in the form of variable annual and long-term incentive compensation) and reasonable when compared with the peer group. As shown below, the CEO annual target pay mix for fiscal 2024 was 90% performance-based incentive compensation, and the average annual target pay mix for the other NEOs for fiscal 2024 was 81% 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. For fiscal 2025, the Compensation Committee generally maintained the fiscal 2024 EAIP design except that for the Enterprise Modifier (formerly known as the “Corporate Multiplier”) (i) the Net Sales weighting was increased to 30% (from 25%) and (ii) the Operating Income Margin (“OI Margin”) weighting was decreased to 25% (from 30%). Diluted net earnings per common share from continuing operations (“Diluted EPS”) and return on invested capital (“ROIC”) remain unchanged. The Subcommittee approved a number of program changes, including (i) the relative mix of long-term equity-based compensation for the NEOs to 40% PSUs (up from 33%), 40% RSUs (up from 33%), and 20% Stock Options (down from 33%) and (ii) reducing the maximum potential equity value for annual long-term incentive grants by reducing the maximum Individual Performance Percentage factor from 125% to 120%.

  46. Annual Incentive Bonus

    Annual Incentive Bonus Annual incentives provided under the EAIP are important in aligning the interests of our executives with our short-term goals and rewarding them for performance. For executive officers, the level of bonus opportunities and performance targets are based on the scope of the executive’s responsibilities, internal pay equity among executives with similar responsibilities, and competitive considerations. The measures in our annual incentive program are balanced, designed to foster interdependence and collaboration among brands, regions, and functions to drive the corporate

  47. Annual Incentive Bonus

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  48. Annual Incentive Bonus

    strategy by ensuring alignment of business unit performance with overall corporate performance. Annual incentives payable to our executive officers, including the NEOs, are limited to a pool set at the beginning of the fiscal year by the Compensation Committee (3% of our net operating profit plan in fiscal 2024). Within that limit, the Compensation Committee sets annual aggregate bonus opportunities and exercises negative discretion to determine the annual incentives to be paid. Total fiscal 2024 EAIP payouts were less than the amount of the approved bonus pool. For fiscal 2024, the EAIP payout was the product of the target for each executive officer and the EAIP payout percentage (“EAIP Payout %”), which is comprised of (a) the Corporate Multiplier and (b) the Business Unit Multiplier, as described below. The charts below describe the key components of the EAIP, as well as the minimum and maximum payout ranges for the fiscal 2024 EAIP: Target level performance on each of the criteria would result in multipliers at 100% and payout at 100% of the executive officer’s target opportunity. Failure to achieve the pre-established minimum threshold level of performance would result in no credit for that particular performance measure and, depending upon performance in respect of other measures, could result in no bonus being paid. The fiscal 2024 EAIP was designed as follows: (i) maximum payout of 150% of target, which includes (a) Corporate Multiplier maximum of 130% and (b) Business Unit Multiplier maximum of 115% and (ii) a Corporate Multiplier minimum of 80%, such that any performance that yields a Corporate Multiplier below 80% would result in a Corporate Multiplier of 80%. Measurement of performance, including establishment of the bonus pool, is subject to certain automatic adjustments, such as changes in accounting principles, goodwill and other intangible asset impairments, the impact of unplanned completed business acquisition activity, restructuring and other activities, discontinued operations, certain non-recurring income/expenses, and the impact on net sales of unplanned changes in foreign currency rates. Such automatic adjustments (which reflect the impact, where appropriate, of tax, currency and non-controlling interest) for fiscal 2024 were: the impact of returns and charges associated with restructuring and other activities related to the Company’s Leading Beauty Forward, Post-COVID Business Acceleration Program, and the Profit Recovery and Growth Plan; goodwill and other intangible asset impairments; and change in fair value of DECIEM acquisition-related stock options inclusive of payroll tax.

  49. Annual Incentive Bonus

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  50. Annual Incentive Bonus

    The target payout, business criteria, performance levels within each multiplier, and the threshold, target, and maximum payouts associated with each criteria and performance level are set by the Compensation Committee in consultation with management and the Compensation Committee’s compensation consultant (Semler Brossy) during the first quarter of the fiscal year. Target payouts for executive officers are reviewed by the Compensation Committee annually. Corporate Multiplier. Each executive officer’s incentive payment is subject to the Corporate Multiplier. For fiscal 2024, the Corporate Multiplier was comprised of four Company-wide performance criteria: (1) Diluted EPS; (2) OI Margin Percent; (3) Net Sales; and (4) ROIC Percent. The weightings for each of these performance measures is discussed above. Measurement of performance for each of these measures is subject to certain automatic adjustments described above in “Annual Incentive Bonus.” If actual performance under the Corporate Multiplier is between the target and the maximum, or between the threshold and the target, the payout factor is calculated mathematically using straight-line interpolation with target level of performance as a base. As an example, for Net Sales performance that is between the threshold and the target, for each 1% that performance is below target, the payout will be 3 1/3% below the target payout of 100%. The chart below shows the threshold, target, and maximum for each criteria making up the Corporate Multiplier as well as the results for fiscal 2024. For fiscal 2024, performance was between threshold and target for Diluted EPS, Net Sales, and ROIC Percent, and performance was below the threshold for OI Margin Percent, resulting in a Corporate Multiplier of 80%, the minimum payout factor in the fiscal 2024 EAIP design.

  51. Annual Incentive Bonus

    | | | Threshold | | Target | | Maximum | | Actual Performance | | | | Fiscal 2024 Target | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | | Diluted EPS | $3.65 | 68% | 50% | 100% | 100% | 109.6% | 130% | 71.0% | 13.7% | | OI Margin Percent | 12.2% | 85% | 50% | 100% | 100% | 106.8% | 130% | 83.0% | 0.0% | | Net Sales* | $17.01 billion | 85% | 50% | 100% | 100% | 101.4% | 130% | 92.1% | 18.4% | | ROIC Percent | 9.7% | 73% | 50% | 100% | 100% | 107.7% | 130% | 79.4% | 12.4% | | Corporate Multiplier | | | | | | | | | 80.0% |

  52. Annual Incentive Bonus

    * Business Unit Multiplier. For fiscal 2024, the Business Unit Multiplier works in a manner similar to the Corporate Multiplier but is based on various combinations of business criteria at the business unit level, including: (1) Net Sales; (2) Net Operating Margin (“NOP Margin”); and (3) other divisional goals specific to the individual executive officer and tied to our long-term strategy (“Business Unit Strategic Goals”). The weighting of the various measures is fixed for each executive officer depending upon position and responsibilities. Target level performance on all the applicable criteria leads to a Business Unit Multiplier of 100%. If the threshold level of performance is not achieved for any of the applicable criteria, then the Business Unit Multiplier would be zero for those criteria. When performance exceeds the maximum level, the payout factors are at 115% of target. In the case where the actual performance was between the target and the maximum, or between the threshold and the target, the payout factor was calculated mathematically using straight-line interpolation with target level of performance and associated payout as a base.

  53. Annual Incentive Bonus

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  54. Annual Incentive Bonus

    For the Business Unit Multiplier, the Functions Average is a simple average of the performance against Business Unit Strategic Goals for the various corporate functions. For Ms. Hudis and Mr. de la Faverie, the threshold, target, and maximum for each criteria making up the Business Unit Multiplier for their respective units, as well as the results for fiscal 2024, are shown in the table below.

  55. Annual Incentive Bonus

    | | | Threshold | | Target | | Maximum | | Actual Performance(1) | | | | Fiscal 2024 Target | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | | Total Company Sales | | | | | | | | | | | Jane Hertzmark Hudis | $16.94 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 92.1% | 80.3% | | Stéphane de La Faverie | $16.94 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 92.1% | 80.3% | | Total Company NOP Margin | | | | | | | | | | | Jane Hertzmark Hudis | 12.9% | 85% | 62.5% | 100% | 100% | 101.5% | 115% | 81.6% | 0.0% | | Stéphane de La Faverie | 12.9% | 85% | 62.5% | 100% | 100% | 101.5% | 115% | 81.6% | 0.0% | | Division Net Sales | | | | | | | | | | | Jane Hertzmark Hudis | $9.25 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 90.3% | 75.9% | | Stéphane de La Faverie | $7.24 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 92.6% | 81.5% | | Division NOP Margin | | | | | | | | | | | Jane Hertzmark Hudis | 23.4% | 85% | 62.5% | 100% | 100% | 100.7% | 115% | 85.1% | 62.7% | | Stéphane de La Faverie | 26.4% | 85% | 62.5% | 100% | 100% | 100.6% | 115% | 93.0% | 82.4% | | Online Net Sales | | | | | | | | | | | Jane Hertzmark Hudis | —(2) | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 94.0% | 84.9% | | Stéphane de La Faverie | —(2) | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 98.5% | 96.2% | | Online NOP Margin | | | | | | | | | | | Jane Hertzmark Hudis | —(2) | 85% | 62.5% | 100% | 100% | 100.4% | 115% | 101.3% | 115.0% | | Stéphane de La Faverie | —(2) | 85% | 62.5% | 100% | 100% | 100.3% | 115% | 114.8% | 115.0% | | Weighted Forecast Accuracy | | | | | | | | | | | Jane Hertzmark Hudis | —(2) | 85% | 62.5% | 100% | 100% | 105.0% | 115% | 98.9% | 97.2% | | Stéphane de La Faverie | —(2) | 85% | 62.5% | 100% | 100% | 105.0% | 115% | 97.2% | 93.0% |

  56. Annual Incentive Bonus

    (1) Net Sales and income statement measures are calculated at budgeted exchange rates for the measurement period. Measurement of performance, for each of the metrics, is subject to certain automatic adjustments described above in “Annual Incentive Bonus.” (2) The specific annual targets for each of these metrics are confidential commercial or financial information, the disclosure of which would cause competitive harm to the Company. We believe that such annual targets are achievable in connection with strong performance. Ms. Travis, Ms. Hudis, and Mr. de La Faverie were each assigned Business Unit Strategic Goals for fiscal 2024 that accounted for the percentages of the individual’s aggregate bonus opportunity target indicated below. These Business Unit Strategic Goals are aligned with high-level themes, explained below, that help focus collective efforts in areas that are important to shared success across business units and drive the corporate strategy. Each executive, including the NEOs, has their own set of discrete goals.

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  58. Calculation of Fiscal 2024 EAIP Payout Percentages for NEOs

    Calculation of Fiscal 2024 EAIP Payout Percentages for NEOs

  59. Calculation of Fiscal 2024 EAIP Payout Percentages for NEOs

    | | W. P. Lauder & F. Freda | | T. T. Travis | | J. Hertzmark Hudis | | S. de La Faverie | | | | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | | Business Unit Strategic Goals (Functions Average) | 30.0% | 110.4% | 10.0% | 110.4% | — | — | — | — | | Business Unit Strategic Goals (Individual) | — | — | 20.0% | 105.0% | 20.0% | 109.0% | 20.0% | 114.0% | | Total Company Net Sales* | 30.0% | 80.3% | 30.0% | 80.3% | 5.0% | 80.3% | 5.0% | 80.3% | | Total Company NOP Margin* | 30.0% | 0.0% | 30.0% | 0.0% | 5.0% | 0.0% | 5.0% | 0.0% | | Division Net Sales* | — | — | — | — | 20.0% | 75.9% | 20.0% | 81.5% | | Division NOP Margin* | — | — | — | — | 20.0% | 62.7% | 20.0% | 82.4% | | Online Net Sales* | — | — | — | — | 10.0% | 84.9% | 10.0% | 96.2% | | Online NOP Margin* | — | — | — | — | 10.0% | 115.0% | 10.0% | 115.0% | | Weighted Forecast Accuracy | 10.0% | 97.1% | 10.0% | 97.1% | 10.0% | 97.2% | 10.0% | 93.0% | | Business Unit Payout (a) | 100.0% | 66.9% | 100.0% | 65.9% | 100.0% | 83.2% | 100.0% | 90.0% | | Corporate Multiplier (b) | — | 80.0% | — | 80.0% | — | 80.0% | — | 80.0% | | EAIP Payout % (a) x (b) | — | 53.5% | — | 52.7% | — | 66.6% | | 72.0% |

  60. Calculation of Fiscal 2024 EAIP Payout Percentages for NEOs

    Measurement of performance for each of the metrics is subject to certain automatic adjustments described above in “Annual Incentive Bonus.” Total Company Net Sales, Total Company NOP Margin, Division Net Sales, and Division NOP Margin are calculated at weighted average exchange rates at the time of measurement.

  61. Calculation of Fiscal 2024 EAIP Payout Percentages for NEOs

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  62. Calculation of Fiscal 2024 EAIP Payout for NEOs

    Calculation of Fiscal 2024 EAIP Payout for NEOs

  63. Calculation of Fiscal 2024 EAIP Payout for NEOs

    | Name | EAIP Opportunity | EAIP Payout % | EAIP Payout | | William P. Lauder | $3,544,000 | 53.5% | $1,897,800 | | Fabrizio Freda | 5,775,000 | 53.5% | 3,092,450 | | Tracey T. Travis | 1,580,000 | 52.7% | 832,350 | | Jane Hertzmark Hudis | 2,065,000 | 66.6% | 1,375,150 | | Stéphane de La Faverie | 1,600,000 | 72.0% | 1,152,250 |

  64. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation We consider equity-based compensation awarded under our Amended and Restated Fiscal 2002 Share Incentive Plan (the “Share Incentive Plan”) to be of key importance in aligning executives with our long-term goals and rewarding them for performance. The awards also provide an incentive for continued employment with us. The Subcommittee typically makes equity-based compensation awards to our executive officers at a regularly scheduled meeting during the first quarter of each fiscal year. We generally grant certain executive officers a combination of PSUs, stock options, and RSUs. Since fiscal 2000, no grants of equity-based compensation have been made to Leonard A. Lauder, Chairman Emeritus, or Ronald S. Lauder, Chairman of Clinique Laboratories, LLC. The target and actual amounts and allocation of equity-based compensation reflect the business judgment of the Subcommittee after discussion with its compensation consultant (Semler Brossy) and certain members of our senior management. As with each other element of compensation, and compensation overall, the Subcommittee (or the Compensation Committee for non-equity-based compensation), Semler Brossy, and management take into account the level of responsibility of the particular executive officer, recent performance and expected future contributions, internal pay equity, and competitive practice. They also consider applicable employment agreements as necessary. The allocation among the value of the different types of annual awards granted in fiscal 2024 was weighted equally among PSUs (at target), stock options, and RSUs – reflecting, in the business judgment of the Subcommittee, a balance among motivating and retaining executive officers, rewarding performance, mitigating risk, and helping executive officers increase their equity ownership to further align their interests with those of our stockholders. Such allocation may change depending upon any additional (non-annual) grants made to executive officers. The Subcommittee applied an individual performance percentage to the target equity opportunity for each executive officer based on performance and achievement of individual goals and objectives, including the high-level themes that align with the executive’s Business Unit Strategic Goals. For fiscal 2024, the individual performance percentage for employees ranged from a minimum of 62.5% to a maximum of 125% of target. The individual performance percentages applied for the NEOs and the other executive officers for fiscal 2024 ranged from 90% to 116% of target. As with the amount of equity-based compensation granted, the allocation among the equity-based compensation elements are compared with practices of the peer group companies (see “Compensation Planning and the Decision Making Process – Peer Group” below) to ensure they are competitive and appropriate.

  65. Long-Term Equity-Based Compensation

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  66. Long-Term Equity-Based Compensation

    Performance Share Units. Annual PSUs represented approximately one-third of the grant date value of the fiscal 2024 annual equity-based compensation granted to executive officers. PSUs are generally rights to receive shares of our Class A Common Stock if certain Company-wide performance criteria are achieved during a three-year performance period. PSUs are expressed in terms of opportunities, and each opportunity is based on a particular financial metric that is considered important in achieving our overall long-term financial goals. PSUs are accompanied by dividend equivalent rights that will be payable in cash at the time of payout of the related shares. To the extent shares are paid out on a PSU award, the cash amount paid is equal to the dividends declared per share over the performance period times the number of shares paid out. PSUs do not have any voting rights with respect to the underlying shares of Class A Common Stock. PSUs are subject to restrictions on transfer and forfeiture prior to vesting, and upon payout of such awards, shares will be withheld to satisfy statutory tax obligations. Payout of annual PSUs generally assumes continued employment and is subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” For the annual grant of PSUs, the Subcommittee approves the performance target for each metric during the first quarter of the three-year performance period. Each opportunity is expressed in shares to be paid out if performance equals 100% of the target. The target amount of a PSU award represents the aggregate payout if the performance of all opportunities equal 100% of the related target performances. For the annual PSU grants in fiscal 2024, an above-target payout can be achieved under a particular opportunity if the performance associated with such opportunity exceeds 100% of the target, up to a maximum of 160% of target. Failure to achieve the pre-established minimum threshold amount would result in no payout being made under the opportunity. Measurement of performance is subject to certain automatic adjustments such as changes in accounting principles, goodwill and other intangible asset impairments, the impact of unplanned completed business acquisition activity, restructuring and other activities, discontinued operations, and certain non-recurring income/expenses. Payout of PSUs is contingent on the Company achieving positive Net Earnings for the fiscal year in which the grant is made. Because the Company achieved positive Net Earnings for fiscal 2024, the payout of the PSUs granted in August 2023 is based solely on achievement of the financial measures described below in “Fiscal 2024 Annual PSU Grants.” Fiscal 2022 Annual PSU Grants. The PSU targets for the three-year period ended June 30, 2024 were based on compound annual growth rates (“CAGR”) in Company-wide Net Sales (weighted at 40%), Diluted EPS (weighted at 40%), and ROIC (weighted at 20%). Each 2% increase in performance over the threshold results in a 10% increase in the associated payout for Net Sales and a 3% increase in the associated payout for Diluted EPS up to the target performance levels. Each 0.4% increase in performance above target results in 10% increases in the associated payouts for Net Sales and Diluted EPS. Performance above maximum results in a payout of 160% of target opportunity. Based on the Company’s below-threshold performance over the three-year period ended June 30, 2024, the PSUs granted in September 2021 (fiscal 2022) yielded no payout (all shares forfeited and no dividends paid) to our NEOs.

  67. Long-Term Equity-Based Compensation

    | | Fiscal 2022 through Fiscal 2024 Target | Threshold | | Target | | Maximum | | Actual Performance(2) | | | | | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | | Net Sales (CAGR)(1) | 7.6% – 9.6% | 84.7% | 50.0% | 94.6% – 100% | 100.0% | 107.6% | 160.0% | 0.5% | 0.0% | | Diluted EPS (CAGR) | 5.9% – 8.0% | 80.4% | 50.0% | 94.3% – 100% | 100.0% | 115.4% | 160.0% | (27.3)% | 0.0% | | ROIC (CAGR) | (9.1)% – (7.5)% | 84.7% | 50.0% | 94.8% – 100% | 100.0% | 107.7% | 160.0% | (29.3)% | 0.0% | | Aggregate Payout | | | | | | | | | 0.0% |

  68. Long-Term Equity-Based Compensation

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  69. Long-Term Equity-Based Compensation

    (2) Measurement of performance is subject to certain automatic adjustments. For the fiscal 2022 PSU grants (which reflect the impact, where appropriate, of tax, currency and non-controlling interest), these include the impact of returns and charges associated with restructuring and other activities related to the Company’s Leading Beauty Forward, Post-COVID Business Acceleration Program, and the Profit Recovery and Growth Plan, other intangible asset impairments, the change in fair value of DECIEM acquisition-related stock options, incremental expense associated with the fiscal 2025 launch of BALMAIN BEAUTY offset by incremental losses associated with the acquisition of TOM FORD. Fiscal 2024 Annual PSU Grants. As noted above, the fiscal 2024 annual PSU grants have three performance measures: Net Sales (weighted at 40%), Diluted EPS (weighted at 40%), and ROIC (weighted at 20%). Measurement of performance for each of the metrics is subject to certain automatic adjustments described above in “Performance Share Units.” The maximum payout is 160%. The targets for the PSU opportunities and corresponding payouts for PSUs granted in fiscal 2024 for the three-year period ending June 30, 2026 are based on CAGR, as follows:

  70. Long-Term Equity-Based Compensation

    | | Fiscal 2024 through Fiscal 2026 Target | Threshold(2) | | Target | | Maximum | | | | | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | | Net Sales (CAGR)(1) | 6.0% – 7.0% | 87.8% | 50.0% | 97.2% – 100.0% | 100.0% | 106.3% | 160.0% | | Diluted EPS (CAGR) | 16.3% – 17.6% | 83.0% | 50.0% | 96.5% – 100.0% | 100.0% | 114.5% | 160.0% | | ROIC (CAGR) | 4.3% – 4.8% | 79.1% | 50.0% | 98.4% – 100.0% | 100.0% | 112.4% | 160.0% |

  71. Long-Term Equity-Based Compensation

    (1) Net Sales are calculated at budgeted exchange rates at the time the target was set. (2) Payouts for an opportunity will be made only if performance exceeds the pre-established minimum threshold for such opportunity. Targets for each grant are based on the long-term strategic plan and conditions that exist at the beginning of each grant period. Multiple factors influence the setting of underlying measures including the anticipated Company-specific goals and objectives as well as macro-environmental influences for the three-year performance period. Each grant period targets are set independent of other outstanding grants. We believe that the components underpinning each grant are reasonably aggressive when set. Annual Stock Options. Annual stock options granted in fiscal 2024 represented approximately one-third of the grant date value of the annual equity-based compensation granted to executive officers. Under our Share Incentive Plan, the exercise price of options cannot be lower than the closing price of our Class A Common Stock on the date the option is granted. Despite the value attributed on the date of option grant for accounting purposes, value is realized by the executive officer only to the extent that the stock price exceeds the exercise price during the period in which the executive officer is entitled to exercise the options and the officer exercises them. Options granted to our executive officers generally become exercisable in three equal installments approximately 16 months, 28 months, and 40 months after the date of grant, and expire ten years from the grant date assuming continued employment and subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” Stock options do not have dividend equivalent rights or any voting rights with respect to the underlying shares of Class A Common Stock. Annual Restricted Stock Units. Annual RSUs granted in fiscal 2024 represented approximately one-third of the grant date value of the annual equity-based compensation granted to executive officers. RSUs are the right to receive shares of our Class A Common Stock over a period of time. RSUs are granted to executive officers to serve as a retention mechanism and to help them build their equity ownership. RSUs are accompanied by dividend equivalents that are paid in cash at the time an RSU vests. The cash amount paid to the executive officer is equal to the dividends declared per share between the grant date and the vesting date multiplied by the number of shares paid out.

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  73. Long-Term Equity-Based Compensation

    RSUs do not have any voting rights with respect to the underlying shares of Class A Common Stock. RSUs granted to our executive officers generally vest in three equal installments approximately 14 months, 26 months, and 38 months from the date of grant. The vesting of RSUs is subject to continued employment and subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” RSUs are subject to restrictions on transfer and forfeiture prior to vesting. Upon payout, shares will be withheld to satisfy statutory tax obligations. Additional (non-annual) Long-Term Equity Grants. From time to time, the Subcommittee grants additional (non-annual) long-term equity grants to certain executive officers to incentivize and retain them for extended periods of time. Such equity grants generally vest in their entirety after an extended vesting period and are forfeited if the executive officer retires before the vesting date. In fiscal 2024, we did not grant any additional (non-annual) long-term equity grants to any NEO. Equity-Based Compensation Granted in Fiscal 2024. As noted above, target award levels and actual grants of equity made to executive officers are determined by taking into account many factors, including an assessment of recent performance and expected future contributions. For the Executive Chairman and the CEO, this determination is made by the Subcommittee; for the remaining executive officers, a recommendation is made by the CEO, and the actual grant is approved by the Subcommittee. The equity grant percentages awarded to our NEOs were based on target grant levels and an assessment of each officer’s performance and expected future contributions. Fiscal 2024 annual equity grants were awarded in August 2023. See also “Grants of Plan-Based Awards in Fiscal 2024” and “Summary Compensation Table.” CEO Compensation For fiscal 2024 and 2025, Mr. Freda’s annual base salary rate remained at $2.1 million, his target bonus opportunity remained at $5.78 million, and his annual equity target remained at $12.5 million. Mr. Freda’s equity grants in fiscal 2024 and 2025 were comprised of annual PSU, RSU, and Stock Option grants. In setting Mr. Freda’s compensation for fiscal 2025, the Compensation Committee and Subcommittee considered additional equity awards that were made to him in prior years and his decision to retire at the end of fiscal 2025. In August 2024 (fiscal 2025), we granted Mr. Freda annual equity-based compensation with an aggregate value of approximately $11.25 million. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2025. These equity awards will appear in our “Summary Compensation Table” and “Grants of Plan-Based Awards” in our Proxy Statement for fiscal 2025. Additional (non-annual) Performance-Based Long-Term Equity Grants to CEO in Fiscal 2018 and Fiscal 2021 Additional (non-annual) PSU Grant in February 2018 (fiscal 2018). On February 14, 2018, the Subcommittee, with input from members of the Board of Directors, granted Mr. Freda a PSU award (the “February 2018 PSU”) to further align his interests with those of our stockholders and motivate his continued stewardship of the Company’s brands, talent base, and reputation over the longer term. The shares of Class A Common Stock subject to this award were not intended to be delivered fully to Mr. Freda until after the end of fiscal 2024, which reflected the Company’s desire to further align his interests with those of our stockholders over that extended period of time. The award covered an aggregate of 195,940 shares divided in two equal tranches (i.e. 97,970 shares per tranche) and was valued at approximately $27.4 million on the date of grant. The February 2018 PSU had service periods, performance periods, and share payment dates as follows:

  74. Long-Term Equity-Based Compensation

    | | Service Period | Performance Period | Share Payment Date | | First Tranche (97,970 shares) | January 1, 2018 – June 30, 2021 | July 1, 2018 – June 30, 2021 | September 3, 2024 | | Second Tranche (97,970 shares) | January 1, 2018 – June 30, 2022 | July 1, 2018 – June 30, 2022 | September 3, 2024 |

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  76. Long-Term Equity-Based Compensation

    This award generally provided that the vesting of each tranche was contingent on the Company achieving positive Cumulative Operating Income during the relevant Performance Period. For purposes of this award, “Cumulative Operating Income” means the sum of the operating income for each fiscal year in such Performance Period, subject to certain automatic adjustments set forth in the award agreement. Because the Company achieved positive Cumulative Operating Income for the first tranche (Performance Period July 1, 2018 to June 30, 2021) and the second tranche (Performance Period July 1, 2018 to June 30, 2022), on September 3, 2024, Mr. Freda received 92,188 net shares for payment of the February 2018 PSU, reflecting 103,752 shares withheld to satisfy taxes in connection with the aggregate 195,940 shares covered by this award. In addition, on such date, Mr. Freda received a cash payment for dividend equivalents on this award ($2,762,754).

  77. Additional (non-annual) Price-Vested Units (“PVUs”) and Performance Share Units (“PSUs”) Grants in March 2021 (fiscal 2021)

    Additional (non-annual) Price-Vested Units (“PVUs”) and Performance Share Units (“PSUs”) Grants in March 2021 (fiscal 2021) On March 11, 2021, the Stock Plan Subcommittee, with input from members of the Board of Directors, granted Mr. Freda two long-term equity awards (the “March 2021 PVU and PSU Grants”) to further align his interests with those of our stockholders and motivate his continued stewardship of our business, brands, talent base, and reputation over the longer term. As explained below, these awards are comprised of (i) Price-Vested Units with an aggregate grant date fair value of $20 million and (ii) Performance Share Units with an aggregate grant date fair value of $20 million. The shares of Class A Common Stock underlying both awards are not intended to be delivered to Mr. Freda until after the fiscal year ending June 30, 2025, which reflects the Company’s desire to further align his interests with those of our stockholders over that extended period of time. The awards cover a period of about four-and-a-half years in total, a longer period than typical in many executive compensation programs. A key element of the design is that, as a general matter, Mr. Freda needed to remain in his position through at least June 30, 2024 to satisfy the service requirement (which he satisfied), with shares not being delivered until September 2025. If the performance goals for an award (or tranche thereof) are achieved, the shares of Class A Common Stock underlying such award (or tranche thereof) would be delivered to Mr. Freda in September 2025, provided the Cumulative Operating Income goal is met as of June 30, 2025. The delayed distribution is intended to ensure that Mr. Freda is further incentivized to drive sustainable, long-term performance. By separating the service period of the award from the delivery of the underlying Class A Common Stock, we continue to tie a portion of Mr. Freda’s wealth to share value and performance over an extended time horizon (i.e. four-and-a-half years, through the delivery in September 2025).

  78. Performance Share Units granted in March 2021

    Performance Share Units granted in March 2021 As noted, the shares of Class A Common Stock subject to the PSU award are not intended to be delivered to Mr. Freda until after the end of fiscal 2025, which reflects the Company’s desire to further align his interests with those of our stockholders over that extended period of time. The PSU award covers an aggregate of 68,578 shares. The aggregate grant date fair value of the PSU award was approximately $20 million, based on the closing price of our Class A Common Stock on the date of grant. The service period, performance period, and share delivery date are as follows:

  79. Performance Share Units granted in March 2021

    | Service Period | Performance Period | Share Delivery Date* | | March 11, 2021 – June 30, 2024 | July 1, 2021 – June 30, 2025 | September 2, 2025 |

  80. Performance Share Units granted in March 2021

    * Delivery of the shares and the timing of such delivery are subject to achievement of the performance goal and other terms and conditions described below. Dividend equivalents will be paid out in cash in connection with the delivery of any shares. The PSU Agreement generally provides that the vesting of the PSU award is contingent on the Company achieving positive Cumulative Operating Income during the relevant performance period. For purposes of this award, “Cumulative Operating Income” has the same meaning as in the PVU Agreement. If Mr. Freda’s employment is terminated for cause (as defined in the PSU Agreement) prior to the delivery of the shares subject to the PSU award, regardless of whether the PSU award has been otherwise earned or vested, the PSU award will be forfeited and he will receive no shares. If (a) Mr. Freda is no longer employed by us for any reason, (b) the shares subject to the PSU award have not previously been delivered, and (c) it is determined that his behavior while he was employed would have constituted cause, then the PSU award will be forfeited, regardless of whether it has been otherwise earned and vested. In addition, delivery of the shares under the PSU award after termination of Mr. Freda’s employment are subject to Mr. Freda not (x) competing with the Company, nor (y) conducting himself in a manner adversely affecting the Company, in each case for the lesser of (i) the remaining term of his award or (ii) 24 months following such termination. If Mr. Freda’s employment is terminated without cause on or after July 1, 2024, the PSU award will fully vest if the Cumulative Operating Income goal is achieved as of June 30, 2025. If Mr. Freda dies or becomes disabled on or after July 1, 2024, the Cumulative Operating Income goal will be deemed met and he will earn and vest in 100% of the PSU award, and the shares would be delivered shortly thereafter. Upon a Change in Control, the Cumulative Operating Income goal will be deemed to be met, and the shares subject to the PSU award will be delivered on (i) the original delivery date or (ii) shortly after a qualifying “double trigger” termination of employment, if applicable. Fiscal 2025 Compensation Decisions for William P. Lauder, Tracey T. Travis, Jane Hertzmark Hudis, and Stéphane de La Faverie William P. Lauder, Executive Chairman. For fiscal 2025, Mr. Lauder’s annual base salary remains at $1.58 million, his target incentive bonus opportunity remains at $3.54 million, and his target equity opportunity remains at $2.9 million. In August 2024 (fiscal 2025), we granted Mr. Lauder equity-based compensation with an aggregate value of approximately $2.61 million, comprised of the new equity mix of 40% PSUs, 40% RSUs, and 20% Stock Options. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2025. Tracey T. Travis, Executive Vice President and Chief Financial Officer. For fiscal 2025, Ms. Travis’s annual base salary remains at $1.20 million, her target incentive bonus opportunity remains at $1.58 million, and her target equity opportunity remains at $4.94 million. In August 2024 (fiscal

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  82. Performance Share Units granted in March 2021

    2025), we granted Ms. Travis annual equity-based compensation with an aggregate value of approximately $5.24 million, comprised of the new equity mix of 40% PSUs, 40% RSUs, and 20% Stock Options. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2025. On July 11, 2024, Ms. Travis notified the Company of her decision to retire effective June 30, 2025. She will remain Executive Vice President and Chief Financial Officer through October 31, 2024 and, thereafter, be Executive Vice President, Senior Adviser through June 30, 2025. Jane Hertzmark Hudis, Executive Group President. For fiscal 2025, Ms. Hudis’s annual base salary remains at $1.34 million, her target incentive bonus opportunity remains at $2.07 million, and her target equity opportunity remains at $3.74 million. In August 2024 (fiscal 2025), we granted Ms. Hudis equity-based compensation with an aggregate value of approximately $4.15 million, comprised of the new equity mix of 40% PSUs, 40% RSUs, and 20% Stock Options. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2025. Stéphane de La Faverie, Executive Group President. Mr. de La Faverie became an executive officer on November 18, 2022. For fiscal 2025, Mr. de La Faverie’s annual base salary remains at $1.25 million, his target incentive bonus opportunity remains at $1.6 million, and his target equity opportunity remains at $2.95 million. In August 2024 (fiscal 2025), we granted Mr. de La Faverie equity-based compensation with an aggregate value of approximately $3.48 million, comprised of the new equity mix of 40% PSUs, 40% RSUs, and 20% Stock Options. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2025. Profit Recovery and Growth Plan Incentive Program for Fiscal 2025 and 2026 Given the slower than expected pace of recovery we experienced at the start of fiscal 2024, we launched the Profit Recovery and Growth Plan (“PRGP”) to help progressively rebuild our profit margins and grow sales in fiscal years 2025 and 2026. We are taking the opportunity to simplify our organizational design and work processes to speed decision making and further improve our executional capabilities. The PRGP is designed to improve gross margin and profitability via right-sizing our cost structure, while also supporting accelerated sales growth through investments in key consumer-facing activities to drive greater operating leverage for the future. Due to the importance of the PRGP, our senior leaders have designed and implemented blueprints for key PRGP pillars, while also managing their current business responsibilities during the past year, and such work is continuing. To incentivize and retain these leaders and to acknowledge the substantial additional work they are undertaking to achieve our net savings goal of $1.1 billion to $1.4 billion in PRGP benefits over the next two years, we plan to introduce an incentive program (the “PRGP IP”) that may result in additional grants of RSUs under the Share Incentive Plan. The PRGP IP would consist of two one-year performance periods (fiscal 2025 and 2026) where achieving target-level performance would result in a PRGP RSU grant equal to 100% of the target opportunity. Each performance period will include financial goal metrics based on delivering our goals (70%) and on key adoption metrics (30%) to ensure the sustainability of the changes we are implementing. To self-fund this incentive program, without affecting our PRGP goals, the targets required for grants under this program are designed to reflect the PRGP financial targets for each year, plus the cost of potential grants under this program. The PRGP IP will have two participation levels: (i) those who are heavily involved in designing the enterprise blueprint of the PRGP pillars, responsible for leading its execution and accountable for its successful adoption will have a 25% target opportunity and (ii) those responsible for implementation and adoption of the PRGP in their business units will have a 15% target opportunity. Target opportunities are calculated as a percentage of the participant’s annual long-term equity-based target for the fiscal year in which the grant is made. The value of the incentive award can range from 9.4% to 50% depending on the participation level and contingent upon meeting the threshold for each metric (62.5% up to a maximum of 200% of the target). Failing to achieve the pre-established minimum performance threshold for a metric will result in no credit for

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  84. Performance Share Units granted in March 2021

    that metric. Depending on performance of other metrics, this could result in no PRGP RSU grant being awarded. If the financial and adoption metrics are met, an RSU grant will be awarded at the end of each performance period, and it will vest 26-months after the grant is made, making the total timeframe from the start of the performance to final vesting just over three years. Compensation Planning and the Decision-Making Process Peer Group. We consider the compensation practices of a peer group of companies for the purpose of determining the competitiveness of our total compensation and various elements, but we do not target a specific percentile. We believe that the peer group reflects the market in which we compete for executive talent and that we have few direct competitors publicly traded in the United States. Therefore, the Compensation Committee has selected a mix of primarily consumer products and consumer discretionary companies to ensure the group includes companies of comparable size and business model to us. The Compensation Committee refers to the peer group data when considering compensation levels and the allocation of compensation elements for executive officers. Set forth below is the peer group of companies used for compensation in fiscal 2024. Our revenues approximate the 58th percentile relative to this peer group, using each company’s most recently completed fiscal year ended on or prior to June 30, 2024.

  85. Performance Share Units granted in March 2021

    | • Bath & Body Works • Capri Holdings • Clorox • Colgate-Palmolive • Coty • The Gap • International Flavors & Fragrances • Johnson & Johnson • Kimberly-Clark | • Lululemon • Nike • PepsiCo • Procter & Gamble • PVH Corp. • Ralph Lauren • Starbucks • Tapestry |

  86. Performance Share Units granted in March 2021

    The Compensation Committee has determined to use the same peer group for compensation in fiscal 2025. Compensation Consultant. The Compensation Committee has engaged Semler Brossy as its consultant for executive compensation. The Compensation Committee determined Semler Brossy is free of conflicts of interest. Semler Brossy reports directly to the Compensation Committee and works with the Compensation Committee (and the Subcommittee) and management to, among other things, provide advice regarding compensation structures in general and competitive compensation data. Semler Brossy also reviews information prepared by management for the Compensation Committee or Subcommittee. All of the decisions with respect to determining the amount or form of executive compensation under our executive compensation programs are made by the Compensation Committee or Subcommittee alone and may reflect factors and considerations other than the information and advice provided by Semler Brossy. As noted in “Director Compensation,” Semler Brossy provides advice and guidance to the Nominating and ESG Compensation Committee regarding non-employee director compensation. No other services were provided by Semler Brossy to the Committee, Subcommittee, or the Company in fiscal 2024. Role of Executive Officers. As noted above, executive compensation is set by the Compensation Committee and Subcommittee. In performing this function, the Compensation Committee and Subcommittee rely on the Executive Chairman, the CEO, and the EVP HR to provide information regarding the executive officers, their roles and responsibilities, and the general performance of the Company and the various business units. These three executive officers take directions from and bring suggestions to the Compensation Committee and Subcommittee. They suggest performance measures and targets for each of the executive officers under the EAIP and for PSUs. They also make suggestions regarding terms of employment agreements. The final decisions regarding salaries, bonuses (including measures, targets, and amounts to be paid), equity grants, and other compensation matters related to executive officers are made by the Compensation Committee or

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  88. Performance Share Units granted in March 2021

    Subcommittee, as the case may be. The EVP HR and the human resources staff work with the Executive Vice President and General Counsel, the legal staff, the Executive Vice President and Chief Financial Officer, and the finance staff to support the Compensation Committee and Subcommittee. Other Benefits and Perquisites Benefits. We determine benefits for executive officers by the same criteria applicable to the general employee population in the location where the executive officer is situated except as noted below. In general, benefits are designed to provide protection to the executives and their families in the event of illness, disability, or death and to provide retirement income. The benefits are important in attracting and retaining employees and mitigating distractions that may arise relating to health care, retirement, and similar matters. Each NEO receives supplemental executive life insurance with a face amount of $5 million ($10 million for Mr. Freda). In addition, Mr. Lauder receives payment in lieu of a medical reimbursement program that was discontinued. Such life insurance and medical reimbursement program are not generally available to the employee population. For costs associated with such programs, see note (8) to the “Summary Compensation Table.” In addition, Mr. Freda receives employee healthcare coverage provided by the Company, which provides full coverage outside the United States. Perquisites. We provide certain perquisites to our executive officers. The perquisites are comprised of (a) an annual perquisite allowance of $20,000 for the Executive Chairman and the CEO and $15,000 for the other executive officers (other than Leonard A. Lauder and Ronald S. Lauder, who do not receive a perquisite allowance), which allowance can be used for certain specified expenses; (b) personal use of a company car (or cash in lieu of a company car) and, in the case of the CEO and the Executive Chairman, use of the Company’s aircraft for personal travel in the interests of safety and security; (c) financial counseling costs up to $5,000 per year (other than Leonard A. Lauder and Ronald S. Lauder, who do not receive a financial counseling allowance); and (d) spousal or companion travel (with required approval, the executive’s spouse, companion, or domestic partner may accompany the executive on up to two business trips per fiscal year). On occasion, we will provide expense reimbursements relating to relocations. In addition, we make available to our employees, including the NEOs, the ability to obtain a limited amount of our products for free or at a discount. Post-Termination Compensation Retirement Plans. We provide retirement benefits to our employees in the United States, including the NEOs, under The Estee Lauder Companies Retirement Growth Account Plan (the “RGA Plan”), the related The Estee Lauder Inc. Benefits Restoration Plan (the “Restoration Plan”), and The Estee Lauder Companies 401(k) Savings Plan. Executive officers who have worked for our subsidiaries outside the United States may also be covered under plans covering such employees. As with other benefits, the retirement plans are intended to enable us to attract and retain employees. The plans provide employees, including executive officers, with an opportunity to plan for future financial needs during retirement. For a more detailed discussion on the retirement plans, see “Pension Benefits.” In addition, certain executive officers who joined us mid-career, or who forfeited certain retirement benefits from their former employers to join us, have been provided with nonqualified supplemental pension arrangements. Deferred Compensation. We currently allow executive officers to defer a portion of their base salary and annual bonus. Under the terms of their employment agreements and the EAIP, each of the NEOs may elect to defer all or part of the officer’s incentive bonus compensation, subject to the requirements of Section 409A of the Internal Revenue Code (“Section 409A”). The ability to defer is provided to participating executive officers as a way to assist them in saving for future financial needs with relatively little cost to us. The amounts deferred are a general obligation of ours, and the cash that is not paid currently may be used by us for our general corporate purposes. For information about deferred compensation, see “Nonqualified Deferred Compensation in Fiscal 2024 and at June 30, 2024.”

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  90. Performance Share Units granted in March 2021

    Potential Payments upon Termination of Employment. As discussed in more detail under “Potential Payments upon Termination of Employment or Change of Control,” the NEOs’ employment agreements (as well as agreements related to equity compensation awards) provide for certain payments and other benefits in the event the officer’s employment is terminated under certain circumstances, such as retirement, disability, death, termination by us without cause, termination by us for material breach of the officer’s employment arrangement, or termination by the executive officer for “good reason” following a “change of control.” In view of the Lauder family’s ownership of shares with substantial voting power, they have the ability to determine whether our Company will undergo a “change of control.” In order to protect the interests of the executive officers and to keep them involved and motivated during any process that may result in a “change of control,” outstanding annual PSUs contain provisions that accelerate vesting upon a “change in control.” Unvested RSUs, stock options, and other (non-annual) long-term equity awards including PSUs and PVUs (e.g., the PSU and PVU granted to Mr. Freda on March 11, 2021) contain provisions that provide for accelerated vesting, exercisability, or payment after a “change of control” only if we terminate the executive officer’s employment without cause or the executive officer terminates employment for “good reason.” The executive employment agreements similarly provide such a “double trigger” for other severance benefits. The award documents in connection with our equity grants contain certain provisions regarding treatment of the awards upon termination. We place great value on the long-term commitment many executive officers have made to us. In addition to recognizing the service they have provided during their tenure, we attempt to motivate them to act in a manner that will provide longer-term benefits to us even as they approach retirement. Therefore, the annual PSUs, RSUs, and stock options granted to executive officers who are retirement-eligible contain provisions that allow them to continue to participate in the longer-term success of the business following retirement. Specifically, to the extent the performance is achieved, a retiree’s annual PSUs will vest in accordance with the original vesting schedule. Similarly, a retiree’s annual RSUs will vest in accordance with the original vesting schedule. In addition, stock options become immediately exercisable upon retirement and are exercisable for the remainder of their ten-year terms. The Share Incentive Plan provides for forfeiture of outstanding awards in the event that after termination of employment, a participant competes with or otherwise conducts herself or himself in a manner adversely affecting the Company. Tax Matters The Internal Revenue Code limits the tax deductibility of compensation in excess of $1 million per year paid to executive officers who are “covered employees” under Section 162(m) of the Internal Revenue Code (“Section 162(m)”). Prior to the Tax Cuts and Jobs Act (the “TCJA”), performance-based compensation meeting specified requirements was exempt from this deduction limit. As a result of the TCJA, however, effective for the Company in fiscal 2019, compensation in excess of $1 million paid to our “covered employees” under Section 162(m) is generally not tax deductible, even if such compensation is performance-based or paid following termination of employment. Under the TCJA, once an executive officer becomes a “covered employee,” that individual will remain a “covered employee” for all subsequent years. The TCJA includes a transition rule under which compensation that would have been exempt from the deduction limitation prior to TCJA that is payable pursuant to a written binding contract that was in effect on November 2, 2017, and was not materially modified after that date, will remain tax deductible. To the extent applicable, we generally expect to avail ourselves of this transition rule. Given the compensation philosophy and objectives described in this “Compensation Discussion and Analysis” and the limitations imposed by the TCJA, the Compensation Committee and Subcommittee approve the payment of compensation that may not be deductible. Executive Stock Ownership Guidelines and Holding Requirements The Company has stock ownership guidelines for executive officers to further align their interests with those of our stockholders. Under these guidelines, each executive officer is required

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  92. Performance Share Units granted in March 2021

    to have equity holdings with a value equal to or greater than a specified multiple of the officer’s annual base salary. Any temporary salary reductions do not impact the stock ownership requirements. An executive officer who commences employment with the Company or who is promoted from within the Company has until the fifth anniversary of the date of employment or effective date of promotion to comply with these guidelines.

  93. Performance Share Units granted in March 2021

    | Executive Officer | Required Multiple of Salary | | Executive Chairman | 8 | | President and Chief Executive Officer | 8 | | Chief Financial Officer | 4 | | Group Presidents | 4 | | Other Executive Officers | 3 |

  94. Performance Share Units granted in March 2021

    Mr. de La Faverie, who became an executive officer on November 18, 2022, has five years from the date he became an executive officer to meet his ownership requirement. As of the Record Date, all but one of the other NEOs met their stock ownership requirements due to a decline in the stock price. As described below, the executive officer has one year from the date the executive dropped below the threshold to meet the required stock ownership guidelines. The following table shows which equity holdings count for purposes of meeting our stock ownership guidelines:

  95. Performance Share Units granted in March 2021

    | What Counts | | What Does Not Count | | | | Common Stock(1) | | Stock Options (vested or unvested) | | | Unvested RSUs | | Unvested PSUs and PVUs(3) | | | Vested PSUs and PVUs(2) | | |

  96. Performance Share Units granted in March 2021

    (1) Common Stock means Class A Common Stock or Class B Common Stock held directly by the executive officer or the officer’s immediate family or held in entities controlled by the officer or the officer’s immediate family members (including trusts for the benefit of the officer 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. (2) Vested PSUs and PVUs mean PSUs and PVUs that are no longer subject to performance condition(s) but the underlying shares of Class A Common Stock have not yet been delivered to the executive officer. (3) Unvested PSUs and PVUs means long-term equity awards still subject to performance condition(s). Under our stock ownership guidelines, if an executive officer receives an increase in base salary, then such officer has until the third anniversary of the effective date of the salary increase to comply with the incremental change in ownership requirements. If an executive officer fails to achieve the requisite ownership level by the required deadline, then until such time as the ownership guidelines are achieved, such executive officer must continue to hold (a) 100% of the net after-tax shares of Common Stock received due to the vesting of RSUs, PSUs, or any other share unit and (b) 100% of the net after-tax shares of any stock option exercise. An executive officer may satisfy the ownership guideline but subsequently, due to a drop in the stock price, the officer’s ownership may fall below the required threshold. In such a case, if by the first anniversary of falling below the required threshold, such officer’s holdings still do not meet the required threshold, then until such time as the ownership guidelines are achieved, the officer must continue to hold (a) at least 50% of the net after-tax shares of Common Stock received due to the vesting of RSUs, PSUs, or any other share unit and (b) 50% of the net after-tax shares of any stock option exercise. In addition, in settling bonus payouts under the EAIP for an executive officer who continues to be below the guidelines after the required deadline, the Compensation Committee may request that up to 50% of the bonus payout be settled in shares of the Company’s Common Stock or additional RSUs.

  97. Performance Share Units granted in March 2021

    | | 2024 Proxy Statement | 63 |

  98. Performance Share Units granted in March 2021

    Insider Trading Policies and Procedures The Company has adopted insider trading policies and procedures governing the purchase, sale, or other disposition of its securities by its directors, officers and employees, as well as by the Company itself. We believe these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and exchange listing standards applicable to the Company. The policy prohibits our directors, officers, employees, and certain other covered persons from illegally trading in Company securities and related derivative securities while aware of material non-public information about the Company or its securities. Additionally, certain individuals are prohibited from trading securities during various times throughout the year, and certain individuals must receive preclearance from our Legal Department prior to trading. More information regarding our insider trading policies and procedures can be found in Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Pledging Policy Our outstanding equity award agreements for PSUs, PVUs, and RSUs generally prohibit employees from pledging such outstanding equity awards. Otherwise, we do not restrict pledges of securities but require that pledges of securities be approved in advance by our Legal Department. Hedging Policy The Company prohibits all employees (including officers) and directors of the Company, as well as certain family members and entities affiliated with such persons, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions, that hedge or offset or are designed to hedge or offset, any decrease in the market value of the Company’s securities, unless such transactions are approved in advance by the Legal Department and made in compliance with the Company’s Insider Trading Policy. However, no such approval shall be given for any such transactions with regard to any outstanding equity grants, which are prohibited under all circumstances. Recoupment Policies Recoupment Policy Applicable to Incentive-Based Compensation Received by Executive Officers Prior to October 2, 2023. Annual and long-term incentive compensation (whether in the form of stock options or paid or payable in cash or equity) awarded to executive officers are subject to an executive compensation recoupment policy, also known as a “clawback.” Under the policy, recoupment would apply in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the applicable securities laws. Recoupment would apply to any current or former executive officer who received incentive compensation within the three-year period prior to the restatement, and the amount to be recouped would be the amount in excess of what the executive officer would have been paid under the restatement. Recoupment Policy Applicable to Incentive-Based Compensation Received by Executive Officers on or After October 2, 2023. On November 17, 2023, the Board adopted a Recoupment Policy in compliance with the final rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC, and applicable NYSE listing standards. The Recoupment Policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the applicable securities laws. In such an event, the Company would seek to recover the amount of erroneously awarded incentive-based compensation paid to applicable executives that was in excess of the amount that would have been awarded based on the related financial results, subject to and in accordance with the terms of the Recoupment Policy and applicable law. The Recoupment Policy applies to compensation received (as defined in the policy) after October 2, 2023.

  99. Performance Share Units granted in March 2021

    | 64 | 2024 Proxy Statement | |

  100. Summary Compensation Table

    Summary Compensation Table The following table, footnotes, and narratives describe the compensation for our “Named Executive Officers,” consisting of our (a) Chief Executive Officer, (b) Chief Financial Officer, and (c) three other most highly compensated executive officers serving at the end of our fiscal year ended June 30, 2024 (“fiscal 2024”). Our fiscal year ended June 30, 2023 is referred to as “fiscal 2023,” and our fiscal year ended June 30, 2022 is referred to as “fiscal 2022.” See “Compensation Discussion and Analysis” and other disclosures under “Executive Compensation” for a description of the material factors necessary to an understanding of the information disclosed below.

  101. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total ($) | | William P. Lauder Executive Chairman | 2024 | $1,575,000 | $0 | $1,739,996 | $870,047 | $1,897,800 | $714,957 | $138,504 | $6,936,304 | | | 2023 | 1,575,000 | 0 | 2,416,701 | 1,208,360 | 1,666,450 | 854,016 | 83,466 | 7,803,992 | | | 2022 | 1,575,000 | 0 | 2,283,182 | 1,141,841 | 4,348,150 | 200,014 | 53,809 | 9,601,996 | | Fabrizio Freda President and Chief Executive Officer | 2024 | 2,100,000 | 0 | 7,499,838 | 3,750,184 | 3,092,450 | 1,136,764 | 272,337 | 17,851,573 | | | 2023 | 2,100,000 | 0 | 10,416,576 | 5,208,432 | 2,715,450 | 1,057,600 | 313,186 | 21,811,244 | | | 2022 | 2,100,000 | 0 | 9,883,468 | 4,941,572 | 7,013,150 | 974,688 | 567,178 | 25,480,056 | | Tracey T. Travis(1) Executive Vice President and Chief Financial Officer | 2024 | 1,195,000 | 0 | 3,820,294 | 1,910,118 | 832,350 | 135,955 | 57,594 | 7,951,311 | | | 2023 | 1,195,000 | 0 | 4,050,644 | 2,025,632 | 813,450 | 169,409 | 77,174 | 8,331,309 | | | 2022 | 1,150,000 | 0 | 8,841,998 | 1,920,773 | 2,061,850 | 84,388 | 35,927 | 14,094,936 | | Jane Hertzmark Hudis(2) Executive Group President | 2024 | 1,344,000 | 0 | 2,789,684 | 1,394,646 | 1,375,150 | 252,449 | 58,866 | 7,214,795 | | | 2023 | 1,344,000 | 0 | 3,038,476 | 1,519,466 | 957,950 | 316,629 | 62,026 | 7,238,547 | | | 2022 | 1,305,000 | 0 | 6,383,345 | 1,441,848 | 2,289,400 | 157,387 | 68,737 | 11,645,717 | | Stéphane de La Faverie(3) Executive Group President | 2024 | 1,250,000 | 0 | 2,281,418 | 1,140,583 | 1,152,250 | 56,836 | 55,835 | 5,936,922 |

  102. Summary Compensation Table

    Certain amounts may not sum due to rounding (1) Stock awards for Ms. Travis in each year reflect annual grants of PSUs and RSUs and also reflect for fiscal 2022, an additional (non-annual) PSU grant on September 2, 2021 with a grant date fair value of approximately $5.0 million. See “Outstanding Equity Awards at June 30, 2024” for additional information about this award. (2) Stock awards for Ms. Hudis in each year reflect annual grants of PSUs and RSUs and also reflect for fiscal 2022, an additional (non-annual) RSU grant on September 2, 2021 with a grant date fair value of approximately $3.5 million. See “Outstanding Equity Awards at June 30, 2024” for additional information about this award. (3) Compensation for Mr. de La Faverie is provided only for fiscal 2024 because he was not a Named Executive Officer for fiscal 2023 and fiscal 2022. For each fiscal year shown, the “Stock Awards” column shows the grant date fair values of all stock awards, which are comprised of annual grants of PSUs and RSUs and, where applicable, additional (non-annual) awards. Amounts represent the aggregate grant date fair value of PSUs and RSUs granted in the respective fiscal year computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). For a description of the assumptions used to calculate the aggregate grant date fair value of Stock Awards, 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, 2024. Amounts shown for Ms. Travis for fiscal 2022 includes an additional PSU award referenced in note (1). The amount shown for Ms. Hudis for fiscal 2022 includes an additional RSU award referenced in note (2). Amounts shown disregard estimates of forfeitures related to service-based vesting conditions. For annual PSUs, the amount included was calculated based on the probable (i.e. likely) outcome with respect to satisfaction of the performance conditions at the date of grant, which is the target payout, consistent with the recognition criteria in FASB ASC Topic 718 (excluding the effect of estimated forfeitures). The maximum potential values of annual PSUs (assuming the grant date stock price) awarded at the date of grant for fiscal 2024, fiscal 2023, and fiscal 2022 were as follows: for Mr. Lauder, $1,392,027, $1,933,508, and $1,826,615, respectively; Mr. Freda, $5,999,902, $8,333,408,

  103. Summary Compensation Table

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  104. Summary Compensation Table

    and $7,906,843, respectively; Ms. Travis, $3,056,330, $3,240,565, and $3,073,488, respectively; for Ms. Hudis, $2,231,842, $2,430,977, and $2,306,578, respectively; and for Mr. de La Faverie $1,825,228 for fiscal 2024. Amounts represent aggregate grant date fair value of stock options granted in the respective fiscal year computed in accordance with FASB ASC Topic 718. Amounts shown disregard estimates of forfeitures related to service-based vesting conditions. The fair values of stock options granted were calculated using the Black-Scholes options-pricing model. For a description of the assumptions used to calculate such amounts, 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, 2024. See “Grants of Plan-Based Awards in Fiscal 2024” for information about option awards granted in fiscal 2024 and “Outstanding Equity Awards at June 30, 2024” for information with respect to options outstanding at June 30, 2024. (6) Amounts represent incentive payments made in respect of each fiscal year under our EAIP. See “Grants of Plan-Based Awards in Fiscal 2024” for the potential payouts to which the executive was entitled depending on the outcome of the performance criteria in fiscal 2024. See “Compensation Discussion and Analysis – Elements of Compensation – Annual Incentive Bonus.” (7) Amounts represent the aggregate change in each fiscal year in the actuarial present value of each NEO’s accumulated pension benefits under the RGA Plan and the Restoration Plan and any above market portion of interest earned during each fiscal year on deferred compensation balances. Mr. Lauder is the only NEO with a deferred compensation balance. The above market portions of interest earned by Mr. Lauder during fiscal 2024, fiscal 2023, and fiscal 2022 were $165,097, $208,122, and $86,414, respectively. See “Nonqualified Deferred Compensation in Fiscal 2024 and at June 30, 2024” and the related discussion for information about our deferred compensation arrangements applicable to executive officers. For Mr. Freda, the amount also represents a supplemental deferral intended to replicate pension benefits foregone at his former employer plus earnings on such deferral. See “Pension Benefits.” (8) The amounts shown for fiscal 2024 in the “All Other Compensation” column are comprised of the following:

  105. Summary Compensation Table

    | Name | Matching 401(k) Savings Plan Contributions Made on Behalf of the Executives | Company-Paid Premiums for Executive Life Insurance | Company-Paid Medical Reimbursement Payment | Perquisite Allowance(a) | Financial Counseling(a) | Personal Use of Company Autos and Company Aircraft(b) | Companion Travel | Total – All Other Compensation | | William P. Lauder | $16,742 | $18,598 | $8,949 | $20,000 | $5,000 | $69,215 | $0 | $138,504 | | Fabrizio Freda | 17,314 | 48,465 | — | 26,000 | 10,000 | 149,169 | 21,389 | 272,337 | | Tracey T. Travis | 16,750 | 7,644 | — | 15,000 | 5,000 | 13,200 | 0 | 57,594 | | Jane Hertzmark Hudis | 16,930 | 12,225 | — | 11,511 | 5,000 | 13,200 | 0 | 58,866 | | Stéphane de La Faverie | 16,750 | 7,385 | — | 15,000 | 3,500 | 13,200 | 0 | 55,835 |

  106. Summary Compensation Table

    Certain amounts may not sum due to rounding (a) The perquisite allowance and financial counseling plans are administered on a calendar year basis. (b) The amounts shown in this column for each NEO reflect personal use of a company car or cash in lieu of a company car. For Mr. Freda, the amount shown in this column also includes personal use of company aircraft. In light of the heightened importance of safe travel, the CEO is authorized to use the Company’s aircraft for personal travel in the interests of safety and security. The incremental cost for personal use of the Company aircraft is based on the invoiced amounts and, since the Company aircraft is used primarily for business travel, does not include fixed costs that do not change based on usage, such as management fees and acquisition costs. The Company’s flight safety policy provides that our Chairman Emeritus, our Executive Chairman, and our Chief Executive Officer should not fly together for any reason. We pay for the travel expenses for non-business trips for one or two of these officers, as the case may be, where it is necessary to comply with the flight safety policy. For fiscal 2024, there was no Company reimbursement to any of the NEOs under the Flight Safety Policy. In addition, we make available to our employees, including the NEOs, the ability to obtain a limited amount of our products for free or at a discount. The incremental cost of the free product program did not exceed $2,500 in any of the last three fiscal years for any of the NEOs. The sales of products to employees at a discount are profitable for us.

  107. Summary Compensation Table

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  108. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table sets forth information with respect to each award of plan-based compensation in fiscal 2024 to each NEO, including bonus opportunities under the EAIP and equity grants under the Share Incentive Plan. The material terms of the incentive bonus opportunities are described in “Compensation Discussion and Analysis – Elements of Compensation – Annual Incentive Bonus,” and the material terms of the equity awards are described in “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation” and “Compensation Discussion and Analysis – CEO Compensation.” See “Compensation Discussion and Analysis” and other disclosures under “Executive Compensation” for a description of the material factors necessary to an understanding of the information disclosed below.

  109. Grants of Plan-Based Awards in Fiscal 2024

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | William P. Lauder | EAIP | N/A | $1,772,000 | $3,544,000 | $5,316,000 | | | | | | | | | | PSU | 8/28/2023 | | | | 2,782 | 5,563 | 8,901 | | | | $869,998 | | | RSU | 8/28/2023 | | | | | | | 5,563 | | | 869,998 | | | Options | 8/28/2023 | | | | | | | | 16,109 | $156.39 | 870,047 | | Fabrizio Freda | EAIP | N/A | 2,887,500 | 5,775,000 | 8,662,500 | | | | | | | | | | PSU | 8/28/2023 | | | | 11,989 | 23,978 | 38,365 | | | | 3,749,919 | | | RSU | 8/28/2023 | | | | | | | 23,978 | | | 3,749,919 | | | Options | 8/28/2023 | | | | | | | | 69,435 | 156.39 | 3,750,184 | | Tracey T. Travis | EAIP | N/A | 790,000 | 1,580,000 | 2,370,000 | | | | | | | | | | PSU | 8/28/2023 | | | | 6,107 | 12,214 | 19,543 | | | | 1,910,147 | | | RSU | 8/28/2023 | | | | | | | 12,214 | | | 1,910,147 | | | Options | 8/28/2023 | | | | | | | | 35,366 | 156.39 | 1,910,118 | | Jane Hertzmark Hudis | EAIP | N/A | 1,032,500 | 2,065,000 | 3,097,500 | | | | | | | | | | PSU | 8/28/2023 | | | | 4,460 | 8,919 | 14,271 | | | | 1,394,842 | | | RSU | 8/28/2023 | | | | | | | 8,919 | | | 1,394,842 | | | Options | 8/28/2023 | | | | | | | | 25,822 | 156.39 | 1,394,646 | | Stéphane de La Faverie | EAIP | N/A | 800,000 | 1,600,000 | 2,400,000 | | | | | | | | | | PSU | 8/28/2023 | | | | 3,647 | 7,294 | 11,671 | | | | 1,140,709 | | | RSU | 8/28/2023 | | | | | | | 7,294 | | | 1,140,709 | | | Options | 8/28/2023 | | | | | | | | 21,118 | 156.39 | 1,140,583 |

  110. Grants of Plan-Based Awards in Fiscal 2024

    (1) The amounts shown represent the possible aggregate payouts in respect of fiscal 2024 under the EAIP for the achievement of all performance metrics at the threshold, target, and maximum levels. Actual payouts for fiscal 2024 are disclosed in the Summary Compensation Table in the column “Non-Equity Incentive Plan Compensation.” No future cash payout will be made under these awards. See “Compensation Discussion and Analysis – Elements of Compensation – Annual Incentive Bonus.” (2) The amounts shown represent the number of shares of Class A Common Stock for the achievement of all performance metrics for the annual PSUs granted in fiscal 2024 at the threshold, target, and maximum levels. See “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Performance Share Units.” Future payout of annual PSUs shown in this table is generally subject to the achievement of our Net Sales, Diluted EPS, and ROIC goals for the three-year period ending June 30, 2026; these goals were set in August 2023. Payout of annual PSUs generally assumes continued employment and is subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” For each executive officer, no payout of these annual PSUs will be made pursuant to the Net Sales, Diluted EPS, or ROIC opportunities unless the threshold for such opportunity is achieved, and additional shares shall be paid out if performance exceeds the targeted performance goals. The amounts shown represent the number of shares of Class A Common Stock underlying RSUs granted in fiscal 2024. Annual RSUs generally vest in three equal installments approximately 14 months, 26 months, and 38 months from the date of grant. The vesting of RSUs is subject to continued employment and

  111. Grants of Plan-Based Awards in Fiscal 2024

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  112. Grants of Plan-Based Awards in Fiscal 2024

    subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” See “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Annual Restricted Stock Units.” The amounts shown represent the number of shares of Class A Common Stock underlying stock options granted in fiscal 2024. The exercise price of the stock options is equal to the closing price of our Class A Common Stock on the date of grant. The stock options generally become exercisable in three equal installments approximately 16 months, 28 months, and 40 months after the date of grant, and expire ten years from the grant date assuming continued employment and subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” See “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Annual Stock Options.” (5) The amounts shown are the total FASB ASC Topic 718 values for PSUs, RSUs, and stock options, calculated using assumptions previously described in notes (4) and (5) of the Summary Compensation Table. The grant date fair values of PSU awards were calculated assuming the target payout.

  113. Outstanding Equity Awards at June 30, 2024

    Outstanding Equity Awards at June 30, 2024 The following table sets forth information with respect to outstanding equity awards on June 30, 2024 under our plans existing at the time of grant for each NEO.

  114. Outstanding Equity Awards at June 30, 2024

    | | | Option Awards(1) | | | | Stock Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Award Type | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Award Type | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | William P. Lauder | 9/4/18 | 7,053 | 0 | $138.150 | 9/4/28 | | | | | | | | | 9/3/19 | 12,160 | 0 | 199.490 | 9/3/29 | | | | | | | | | 9/3/20 | 21,900 | 0 | 218.060 | 9/3/30 | | | | | | | | | 9/2/21 | 8,556 | 4,278 | 344.060 | 9/2/31 | RSU | 1,106 | $125,443 | PSU | 0 | $0 | | | 9/6/22 | 4,980 | 9,962 | 246.150 | 9/6/32 | RSU | 3,273 | 363,368 | PSU | 2,455 | 272,554 | | | 8/28/23 | 0 | 16,109 | 156.390 | 8/28/33 | RSU | 5,563 | 606,590 | PSU | 2,782 | 303,349 | | Fabrizio Freda | 9/4/15 | 148,258 | 0 | 77.350 | 9/4/25 | | | | | | | | | 9/6/16 | 151,163 | 0 | 89.470 | 9/6/26 | | | | | | | | | 9/5/17 | 135,597 | 0 | 107.950 | 9/5/27 | | | | | | | | | 2/14/18 | — | — | — | — | — | — | — | PSU(6) | 195,940 | 23,481,450 | | | 9/4/18 | 92,200 | 0 | 138.150 | 9/4/28 | — | — | — | — | — | — | | | 9/3/19 | 79,807 | 0 | 199.490 | 9/3/29 | — | — | — | — | — | — | | | 9/3/20 | 89,746 | 0 | 218.060 | 9/3/30 | — | — | — | | | | | | 3/11/21 | — | — | — | — | — | — | — | PVU(7) | 85,927 | 9,836,923 | | | 3/11/21 | — | — | — | — | — | — | — | PSU(8) | 68,578 | 7,850,809 | | | 9/2/21 | 37,028 | 18,514 | 344.060 | 9/2/31 | RSU | 4,788 | 543,055 | PSU | 0 | 0 | | | 9/6/22 | 21,468 | 42,937 | 246.150 | 9/6/32 | RSU | 14,106 | 1,566,048 | PSU | 10,580 | 1,174,592 | | | 8/28/23 | 0 | 69,435 | 156.390 | 8/28/33 | RSU | 23,978 | 2,614,561 | PSU | 11,989 | 1,307,281 | | Tracey T. Travis | 9/4/18 | 35,696 | 0 | 138.150 | 9/4/28 | | | | | | | | | 9/3/19 | 29,916 | 0 | 199.490 | 9/3/29 | | | | | | | | | 9/3/20 | 34,040 | 0 | 218.060 | 9/3/30 | | | | | | | | | 9/2/21 | 14,392 | 7,197 | 344.060 | 9/2/31 | RSU | 1,861 | 211,075 | PSU | 0 | 0 | | | 9/2/21 | — | — | — | — | — | — | — | PSU(9) | 14,533 | 1,648,333 | | | 9/6/22 | 8,349 | 16,699 | 246.150 | 9/6/32 | RSU | 5,486 | 609,056 | PSU | 4,114 | 456,736 | | | 8/28/23 | 0 | 35,366 | 156.390 | 8/28/33 | RSU | 12,214 | 1,331,815 | PSU | 6,107 | 665,907 | | Jane Hertzmark Hudis | 9/3/19 | 21,893 | 0 | 199.490 | 9/3/29 | | | | | | | | | 9/3/20 | 26,884 | 0 | 218.060 | 9/3/30 | | | | | | | | | 9/2/21 | 10,804 | 5,402 | 344.060 | 9/2/31 | RSU | 1,397 | 158,448 | PSU | 0 | 0 | | | 9/2/21 | — | — | — | — | RSU(10) | 10,173 | 1,153,822 | — | — | — | | | 9/6/22 | 6,263 | 12,526 | 246.150 | 9/6/32 | RSU | 4,115 | 456,847 | PSU | 3,086 | 342,608 | | | 8/28/23 | 0 | 25,822 | 156.390 | 8/28/33 | RSU | 8,919 | 972,528 | PSU | 4,460 | 486,318 | | Stéphane de La Faverie | 9/4/18 | 3,455 | 0 | 138.150 | 9/4/28 | | | | | | | | | 9/3/19 | 5,832 | 0 | 199.490 | 9/3/29 | | | | | | | | | 9/3/20 | 10,660 | 0 | 218.060 | 9/3/30 | | | | | | | | | 9/2/21 | 6,072 | 3,036 | 344.060 | 9/2/31 | RSU | 754 | 83,671 | PSU | 0 | 0 | | | 9/2/21 | — | — | — | — | RSU(11) | 5,865 | 651,109 | — | — | — | | | 9/6/22 | 5,121 | 10,242 | 246.150 | 9/6/32 | RSU | 3,276 | 363,702 | PSU | 2,457 | 272,776 | | | 8/28/23 | 0 | 21,118 | 156.390 | 8/28/33 | RSU | 7,294 | 795,338 | PSU | 3,647 | 397,669 |

  115. Outstanding Equity Awards at June 30, 2024

    (1) Stock options generally become exercisable in three equal installments approximately 16 months, 28 months, and 40 months after the date of grant, and expire ten years from the grant date assuming continued employment and subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” Annual RSUs generally vest in three equal installments approximately 14 months, 26 months, and 38 months from the date of grant. The vesting of RSUs assumes continued employment and is subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control – Events of Termination under the Employment Agreements and under the Share Incentive Plan.” The September 2, 2021 non-annual RSU grant to Ms. Hudis for 10,173

  116. Outstanding Equity Awards at June 30, 2024

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  117. Outstanding Equity Awards at June 30, 2024

    shares is discussed in note (10) below. The September 2, 2021 non-annual RSU grant to Mr. de La Faverie for 5,865 shares is discussed in note (11) below. Represents the sum of (a) the product of (i) $106.40 (the closing price of the Class A Common Stock on June 28, 2024, the last trading day of fiscal 2024) and (ii) the number of shares of Class A Common Stock underlying the RSUs, and (b) the cash dividend equivalents related to such RSUs. As of June 30, 2024, the NEOs had earned dividend equivalents on outstanding unvested RSUs with dollar values as follows: Mr. Lauder, $37,572; Mr. Freda, $162,083; Ms. Travis, $70,655; Ms. Hudis, $123,779; and Mr. de La Faverie, $64,968. (4) Represents (a) the annual PSUs granted on September 2, 2021 (fiscal 2022), at an aggregate payout of 0%; (b) the threshold level of payout for the annual PSUs granted on (i) September 6, 2022 (fiscal 2023) and (ii) August 28, 2023 (fiscal 2024); (c) the shares underlying the additional (non-annual) equity awards granted to Mr. Freda in (i) February 2018 (fiscal 2018) and (ii) March 2021 (fiscal 2021) (PVUs and PSUs), which are discussed in notes (6), (7), and (8), below; and (d) the shares underlying the additional (non-annual) equity award granted to Ms. Travis in September 2021 (fiscal 2022), which is discussed in note (9) below. No payout of these annual PSUs will be made pursuant to the Net Sales, Diluted EPS, or ROIC opportunities unless the threshold for such opportunity is achieved, and additional shares shall be paid out if performance exceeds the targeted performance goals. Because no shares were delivered to each of our NEOs for the PSUs granted in September 2021 and referenced in clause (a) above due to the below-threshold performance, none of the NEOs received any cash payment for dividend equivalents on such shares. Payouts under the fiscal 2023 annual PSUs and the fiscal 2024 annual PSUs will be made in early fiscal 2026 and early fiscal 2027, respectively, assuming the performance criteria are achieved. (5) The amounts represent the sum of (a) the product of (i) $106.40 (the closing price of the Class A Common Stock on June 28, 2024, the last trading day of fiscal 2024) and (ii) the number of shares of Class A Common Stock underlying the PSUs and PVUs at the levels described in notes (4), (6), (7), (8), and (9), and (b) the cash dividend equivalents related to such PSUs and PVUs. As of June 30, 2024, the NEOs had dividend equivalents on the outstanding PSUs and PVUs shown in the table, as follows: Mr. Lauder, $18,683; Mr. Freda, $3,962,362; Ms. Travis, $137,151; Ms. Hudis, $26,030; and Mr. de La Faverie, $20,979. (6) Represents the target level of payout for the non-annual PSUs granted to Mr. Freda on February 14, 2018 with a performance period divided into two tranches, with the first having a three-year performance period that ended June 30, 2021 and the second, a four-year performance period that ended June 30, 2022. Payment for each tranche was made on September 3, 2024. The PSUs were accompanied by dividend equivalent rights paid in cash at the same time as the payment of shares of Class A Common Stock, and such accumulated dividend equivalents are included in the dollar amount shown in the table as well as in the amount shown in note (5) above. For additional information about this award, see “Compensation Discussion and Analysis – Additional (non-annual) Performance-Based Long-Term Equity Grants to CEO in Fiscal 2018 and Fiscal 2021.” (7) Represents the target level of payout for the long-term (non-annual) March 2021 PVU award. This award is divided into three tranches each with its own stock price goal, all of which were achieved in fiscal 2022, and all three tranches are subject to the Cumulative Operating Income goal that is measured from July 1, 2021 through June 30, 2025. Delivery of the shares for each tranche will be made on September 2, 2025, subject to the terms and conditions of this award. Dividend equivalents will be paid out in cash in connection with the delivery of any shares, and such accumulated dividend equivalents are included in the dollar amount shown in the table as well as in the amount shown in note (5) above. For additional information about this award, including Service Periods and Performance Periods, see “Compensation Discussion and Analysis – Additional (non-annual) Performance-Based Long-Term Equity Grants to CEO in Fiscal 2018 and Fiscal 2021.” (8) Represents the target level of payout for the long-term (non-annual) March 2021 PSU award. This award is subject to the Cumulative Operating Income goal that is measured from July 1, 2021 through June 30, 2025. Delivery of the shares will be made on September 2, 2025, subject to the terms and conditions of this award. Dividend equivalents will be paid out in cash in connection with the delivery of any shares, and such accumulated dividend equivalents are included in the dollar amount shown in the table as well as in the amount shown in note (5) above. For additional information about this award, including Service Period and Performance Period, see “Compensation Discussion and Analysis – Additional (non-annual) Performance-Based Long-Term Equity Grants to CEO in Fiscal 2018 and Fiscal 2021.” Represents an additional (non-annual) PSU grant to Ms. Travis that vests in full on June 30, 2025, assuming continued employment through such date, and generally provides that vesting is contingent on the Company achieving positive Cumulative Operating Income during the performance period (July 1, 2021 through June 30, 2025). This award was valued at $5.0 million on the date of the grant, and is intended to

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  119. Outstanding Equity Awards at June 30, 2024

    further align Ms. Travis’s interests with those of our stockholders, incentivize her to remain with the Company at least through June 30, 2025, and motivate her continued stewardship of our business over the longer term. The shares of Class A Common Stock underlying this award are not intended to be delivered to Ms. Travis until September 2, 2025, subject to the award’s terms and conditions. Dividend equivalents will be paid out in cash in connection with the delivery of any shares, and such accumulated dividend equivalents are included in the dollar amount shown in the table as well as in the amount shown in note (5) above. Represents an additional (non-annual) RSU grant to Ms. Hudis that vests in full on November 1, 2024, assuming continued employment through such date. This award was valued at $3.5 million on the date of grant, and it is intended to further align Ms. Hudis’s interests with those of our stockholders and motivate her continued stewardship and progression of our business over the longer term. The accumulated dividend equivalents are included in the dollar amount shown in the table as well as in the amount shown in note (3) above. Represents an additional (non-annual) RSU grant to Mr. de La Faverie that vests in full on November 1, 2024, assuming continued employment through such date. This award was valued at $2.0 million on the date of grant, and it is intended to further align Mr. de La Faverie’s interests with those of our stockholders and motivate his continued stewardship and progression of our business over the longer term. The accumulated dividend equivalents are included in the dollar amount shown in the table as well as in the amount shown in note (3) above.

  120. Outstanding Equity Awards at June 30, 2024

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  121. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth for each NEO the number of shares acquired on the exercise of stock options and the number of shares acquired in connection with stock awards in fiscal 2024.

  122. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | William P. Lauder | — | — | 6,591(3) | $823,749 | | Fabrizio Freda | — | — | 27,609(4) | 3,440,378 | | Tracey T. Travis | — | — | 10,585(5) | 1,317,197 | | Jane Hertzmark Hudis | — | — | 8,179(6) | 1,020,740 | | Stéphane de La Faverie | — | — | 7,625(7) | 864,509(8) |

  123. Option Exercises and Stock Vested in Fiscal 2024

    (1) Represents the vesting and payout of a portion of RSUs granted to the NEOs in September 2020, September 2021, and September 2022. Also represents the payout of the annual PSUs granted to the NEOs in September 2020. (2) Represents the product of the number of shares vested and the closing price of the Class A Common Stock on the vesting date plus the amount of the accrued dividend equivalents for the PSUs and RSUs, which were paid in cash at the time of the payout of the shares. (3) Includes 3,361 shares withheld from Mr. Lauder to satisfy taxes upon vesting of annual PSUs and RSUs at a combined value of approximately $391,000. (4) Includes 15,270 shares withheld from Mr. Freda to satisfy taxes upon vesting of annual PSUs and RSUs at a combined value of approximately $1.82 million. (5) Includes 4,962 shares withheld from Ms. Travis to satisfy taxes upon vesting of annual PSUs and RSUs at a combined value of approximately $574,000. (6) Includes 4,525 shares withheld from Ms. Hudis to satisfy taxes upon vesting of annual PSUs and RSUs at a combined value of approximately $540,000. (7) Includes 2,052 shares withheld from Mr. de La Faverie to satisfy taxes upon vesting of annual PSUs and RSUs at a combined value of approximately $232,000. Also includes 1,934 shares withheld from Mr. de La Faverie to satisfy taxes upon delivery of shares from a non-annual RSU grant to him in September 2020 that vested in full on November 1, 2023 at a value of approximately $202,000. (8) Includes approximately $375,000 of value realized for the 3,496 shares delivered to Mr. de La Faverie on November 1, 2023 from a non-annual RSU grant to him in September 2020. As reflected in note (7), shares were withheld to satisfy taxes upon (i) vesting of annual PSUs and RSUs, and (ii) delivery of shares from his September 2020 non-annual RSU.

  124. Pension Benefits

    Pension Benefits We provide retirement benefits to our employees in the United States, including the NEOs, through qualified and nonqualified defined benefit pension plans. These plans include The Estee Lauder Companies Retirement Growth Account Plan (the “RGA Plan”), which is a qualified plan, and The Estee Lauder Inc. Benefits Restoration Plan (the “Restoration Plan”), which is a nonqualified plan. The Restoration Plan provides for pension benefit payments that employees would have received under the RGA Plan if eligible compensation (including deferred salary and bonuses, where the RGA Plan allows) had not been subject to certain compensation limits as dictated by tax laws under ERISA that apply to qualified retirement plans. Retirement benefits under the plans are the aggregate amount of annual credits (defined as 3, 4, or 5% of total annual compensation, including bonus, with certain items excluded) plus annual interest credits thereon, based on a government index of not less than 4%. Upon retirement, the accumulated benefit under the RGA Plan is payable, at the election of the retiree, as a one-time lump sum or converted to monthly payments. Upon retirement, the accumulated benefit under the

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  126. Pension Benefits

    Restoration Plan is payable in accordance with the terms of the plan, and as applicable, in compliance with Section 409A. Executive officers who have worked for our subsidiaries outside the United States may also be covered under Company-sponsored pension plans covering such employees. None of the NEOs are covered under such plans. We do not have any policies with respect to granting additional years of credited service except as provided in certain termination provisions as reflected in executive officer employment agreements. Benefits attributable to the additional years of credited service are payable by us pursuant to the terms of applicable employment agreements and are not payable under either the RGA Plan or the Restoration Plan. In connection with his agreement to join the Company in November 2007, and continued in his current agreement, Mr. Freda is entitled to an annual supplemental deferral computed by taking the difference between $485,000 and the actual vested annual accruals and contributions made to the Company’s qualified and nonqualified pension and qualified retirement savings plans on his behalf. Such deferrals are credited with interest as of each June 30 during the term of deferral, compounded annually, at an annual rate equal to the annual rate of interest announced by Citibank N.A. in New York, New York as its base rate in effect on such June 30, but in no event more than 9%. Set forth in the table below are each NEO’s years of credited service and the present value of the accumulated benefit under each of the pension plans and executive employment agreements pursuant to which the officer would be entitled to a retirement benefit, computed in each case as of the same pension plan measurement date used for financial statement reporting purposes with respect to our audited financial statements for the fiscal year ended June 30, 2024.

  127. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)* | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | William P. Lauder | RGA Plan | 38 | $789,202 | $0 | | | Restoration Plan | | 7,797,959 | 0 | | Fabrizio Freda | RGA Plan | 16 | 232,614 | 0 | | | Restoration Plan | | 5,083,556 | 0 | | | Employment Agreement | | 5,832,871 | 0 | | Tracey T. Travis | RGA Plan | 11 | 140,861 | 0 | | | Restoration Plan | | 948,435 | 0 | | Jane Hertzmark Hudis | RGA Plan | 38 | 801,241 | 0 | | | Restoration Plan | | 2,473,770 | 0 | | Stéphane de La Faverie | RGA Plan | 13 | 153,552 | 0 | | | Restoration Plan | | 587,661 | 0 |

  128. Pension Benefits

    * Service shown is allocation service as of June 30, 2024 and is used to determine the level of annual credits for calendar 2024. The present values of accumulated benefits reflected in the table above were calculated based on the assumption that the benefits under the pension plans would be payable at the earliest retirement age at which unreduced benefits are payable (i.e. the greater of (i) a participant’s age at June 30, 2024 and (ii) age 65), or retirement date, if applicable. The present values for the RGA Plan also reflect the assumption that 75% of benefits are payable as a one-time lump sum, and 25% are payable as lifetime monthly payments. Amounts calculated under the pension formula based on compensation that exceeds IRS limits will be paid under the Restoration Plan and are included in the present values shown in the table above. The present values for the Restoration Plan also reflect the assumption that 100% of the benefits are payable as a one-time lump sum. The present values of accumulated benefits under the RGA Plan were calculated using a 5.7% discount rate and, for annuities, the SOA PRI-2012 mortality table projected generationally using scale MP-2021, and

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  130. Pension Benefits

    present values under the Restoration Plan were calculated using a 5.5% discount rate. These assumptions are consistent with the assumptions used in the calculation of our benefit obligations as of June 30, 2024, as disclosed in Note 16 (Pension, Deferred Compensation and Post-Retirement Benefit Plans) to our audited consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

  131. Nonqualified Deferred Compensation in Fiscal 2024 and at June 30, 2024

    Nonqualified Deferred Compensation in Fiscal 2024 and at June 30, 2024 Set forth in the table below is information about any contributions and earnings credited to the accounts maintained by the NEOs under nonqualified deferred compensation arrangements and the account balances on June 30, 2024. Mr. Lauder is the only NEO who has deferred a portion of his compensation.

  132. Nonqualified Deferred Compensation in Fiscal 2024 and at June 30, 2024

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | William P. Lauder | — | — | $512,163(2) | — | $6,537,608(3) | | Fabrizio Freda | — | — | — | — | — | | Tracey T. Travis | — | — | — | — | — | | Jane Hertzmark Hudis | — | — | — | — | — | | Stéphane de La Faverie | — | — | — | — | — |

  133. Nonqualified Deferred Compensation in Fiscal 2024 and at June 30, 2024

    (1) Pursuant to his employment agreement, Mr. Lauder’s deferred compensation account is credited with interest as of each June 30 during the term of deferral, compounded annually, at an annual rate equal to the annual rate of interest announced by Citibank N.A. in New York, New York as its base rate in effect on such June 30, but in no event more than 9%. As of June 30, 2024, the interest rate used for crediting purposes was 8.5%. (2) $165,097 of the amount shown is reported as compensation in the Summary Compensation Table because it is the above market portion of interest earned by Mr. Lauder in fiscal 2024. (3) Includes the balance of salary deferrals from amounts deferred on and after December 31, 2004 through fiscal 2011 as reported in the Summary Compensation Table contained in prior proxy statements in the amount of $3,894,000 and interest thereon of $2,643,608. In accordance with his employment agreement, the balance of Mr. Lauder’s deferred compensation account is payable upon the first to occur of (i) his death or (ii) the first business day following the expiration of the 6-month period after Mr. Lauder’s separation from service.

  134. Potential Payments upon Termination of Employment or Change of Control

    Potential Payments upon Termination of Employment or Change of Control Events of Termination under the Employment Agreements and under the Share Incentive Plan Each of our NEOs is party to an employment agreement, as well as various equity grant agreements under the Share Incentive Plan. The agreements provide for certain payments and other benefits if the NEO terminates employment with the Company under various circumstances described below. For purposes of the following descriptions, “Contract Year” means the twelve-month period beginning July 1 and ending the following June 30. Voluntary Termination and Retirement. Pursuant to each NEO employment agreement, the executive may terminate employment for any reason at any time upon 90 days’ prior written notice, in which event we will have no further obligations after termination other than (i) to pay the executive’s accrued but unpaid salary and bonus compensation, if any, earned but not paid that relates to any Contract Year ended prior to the date of termination, and (ii) if applicable, to make certain post termination payments and continue certain benefits in connection with the enforcement of the non-compete provision. The executive may also be entitled to benefits under applicable employee benefit plans and programs (e.g., health care and pension plans).

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  136. Potential Payments upon Termination of Employment or Change of Control

    Under the NEO employment agreements and applicable equity grant agreements, for executives who are not retirement eligible, upon voluntary termination, (i) stock options that are exercisable may be exercised until the earlier of one year after termination or the end of the option term; (ii) stock options not yet exercisable as of the termination date are forfeited; and (iii) outstanding unvested PSUs and RSUs are forfeited. For executives who are retirement eligible if they choose to retire, (i) stock options that are not yet exercisable become immediately exercisable and may be exercised until the end of the option term; (ii) annual RSUs will continue to vest and be paid in accordance with the vesting schedule for each award; and (iii) annual PSUs will continue to vest and be paid as if the executive had been employed throughout the entire award period, with payment to be made at the same time such awards are paid to active executives, provided, however, that such equity awards were granted more than 6 months prior to the retirement date. If an executive who is retirement eligible chooses to retire within 6 months of any equity grant date, such equity grant(s) shall become null and void on the last day of active employment (last day worked). Such conditions for treatment of equity for executives who are retirement eligible do not apply to the (i) non-annual PSUs granted to Mr. Freda in March 2021; (ii) non-annual PVUs granted to Mr. Freda in March 2021; (iii) non-annual PSUs granted to Ms. Travis in September 2021; (iv) non-annual RSUs granted to Ms. Hudis in September 2021; and (v) non-annual RSUs granted to Mr. de La Faverie in September 2021. For those non-annual equity awards, retirement would result in forfeiture of any unearned, unvested tranche, and any earned and vested tranche would be paid in accordance with the award agreement. In order to be retirement eligible, the executive must be at least 55 years old and have been employed by the Company for at least ten years, or the executive must be at least 65 years old and have been employed by the Company for at least five years. Among our NEOs, Mr. Freda, Mr. Lauder, Ms. Travis, and Ms. Hudis were retirement eligible as of June 30, 2024, and Mr. de La Faverie was not. The Share Incentive Plan provides for forfeiture of outstanding awards in the event that after termination of employment, a participant competes with or otherwise conducts herself or himself in a manner adversely affecting the Company. Pursuant to HR policy, retired executives are eligible to receive (i) payments for retirement transition services (up to a total of $75,000), and (ii) Company products (up to $1,280 per year, based on suggested retail prices) at no cost to the retired executive. In addition, Mr. Lauder is entitled to payment in lieu of a medical reimbursement program that was discontinued a number of years ago. Additionally, upon retirement, Mr. Lauder and Ms. Hudis are entitled to life-time annual supplemental payments in connection with healthcare benefits. Termination of Employment upon Permanent Disability. Pursuant to each NEO employment agreement, we may terminate the NEO’s employment at any time by reason of a “permanent disability” (as defined in the executive’s employment agreement), in which event the executive will be entitled to receive the following payments: (i) any accrued but unpaid salary and other amounts to which the executive otherwise is entitled prior to the date of termination; (ii) base salary in effect at the time of termination (less disability payments) for a period of one year from the date of termination; (iii) bonus compensation earned but not paid that relates to any Contract Year ended prior to the date of termination; (iv) unpaid bonus compensation otherwise payable for the Contract Year in which the disability occurred pro-rated to the date of termination; and (v) reimbursement for financial counseling services in the amount of $5,000 for a period of one year from the date of termination. In addition, upon the executive’s permanent disability, the executive will be entitled to continue to participate, to the extent permitted by applicable law and the applicable plan, in our health care, life insurance, and accidental death and dismemberment insurance benefit plans for a period of one year from the date of termination (the “Disability Continuation Period”) disregarding any required delay in payments pursuant to Section 409A of the Internal Revenue Code (“Section 409A”). Since continued participation in the 401(k) Savings Plan and the RGA Plan is not permitted under law during the Disability Continuation Period, the executive will be entitled to receive cash payments equivalent in value to the executive’s continued participation in all qualified and nonqualified pension plans and the maximum matching contribution allowable under the 401(k) Savings Plan (the “Pension Replacement Payment”) during the Disability Continuation Period. See “Effect of Certain Tax Regulations on Payments” below.

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  138. Potential Payments upon Termination of Employment or Change of Control

    Pursuant to the applicable equity grant agreements, upon the executive’s permanent disability (as determined in the applicable grant agreement), stock options that are not yet exercisable become immediately exercisable and may be exercised until the earlier of one year after the last day of salary continuation or the expiration of the option term, subject to the non-competition and good conduct provisions of the executive’s employment agreement and the Share Incentive Plan (including the applicable grant agreements). For annual equity grants, (i) RSUs will continue to vest and be paid in accordance with the vesting schedule for each award and (ii) PSUs will continue to vest and be paid based on actual achievement of PSU opportunities, with payment to be made at the same time such awards are paid to active executives. If the executive is retirement eligible, the provisions relating to termination upon retirement for annual equity grants will apply in lieu of the provisions relating to “permanent disability.” If Mr. Freda dies or becomes disabled before June 30, 2025, the Cumulative Operating Income goal for the non-annual March 2021 PVU will be deemed met. As reflected in “Compensation Discussion and Analysis – Additional (non-annual) Performance-Based Long-Term Equity Grants to CEO in Fiscal 2018 and Fiscal 2021 – Price-Vested Units granted in March 2021,” each of the three Stock Price Goals has been achieved for the non-annual March 2021 PVU. Termination of Employment upon Death. Pursuant to each NEO employment agreement, in the event of an executive officer’s death during the term of employment, the executive’s beneficiary or legal representative will be entitled to receive the payments described in clauses (i) through (v) in the first paragraph above under “Termination of Employment upon Permanent Disability” as if employment had been terminated by us upon permanent disability. Pursuant to the applicable equity grant agreements, upon the executive’s death, stock options and RSUs will be treated the same as if employment had been terminated by us upon permanent disability, except that RSUs will be paid as soon as practicable after the executive’s death. Annual PSUs are paid at target if an executive’s death occurs prior to the end of the Award Period. If such termination occurs after the end of the Award Period, the annual PSU will be paid based on actual achievement. For provisions regarding termination of employment upon death with regard to the non-annual PVUs and PSUs granted to Mr. Freda, see “Compensation Discussion and Analysis – CEO Compensation.” Termination of Employment Other than for Cause, Death, or Disability; Termination by the Executive for Material Breach. Pursuant to each NEO employment agreement, we may terminate the executive’s employment for any reason upon 90 days’ prior written notice. In the event of our termination of the executive’s employment (other than for cause, permanent disability, or death) or a termination by the executive for an uncured “material breach” (as defined below), the executive will be entitled to payments described in clauses (i), (iii), and (iv) above under “Termination of Employment upon Permanent Disability” as if employment had been terminated by us upon permanent disability. In addition, the executive will be entitled to receive: (i) his or her base salary in effect at the time of termination for a period ending on a date two years from the date of termination; (ii) his or her bonus compensation equal to 50% of the average of incentive compensation bonuses previously paid or payable to the executive under the EAIP during the past two completed fiscal years; (iii) reimbursement for financial counseling services in the amount of $10,000 covering a period of two years from the date of termination; and (iv) participation, for a period ending on a date two years from the date of termination, to the extent permitted by applicable law, in our benefit plans and receipt of cash payments equivalent in value to the executive’s Pension Replacement Payment during such period. For purposes of the employment agreements, “material breach” is a material reduction in the executive’s authority, functions, duties, or responsibilities, a material reduction in the executive’s target compensation (unless such reduction is similar to other officers and/or employees generally), or our failure to pay any award to which the executive is entitled under his or her employment agreement. Pursuant to the applicable equity grant agreements, upon termination of an executive’s employment by us without “cause” (as defined in the applicable grant agreement), stock options and RSUs will be treated the same as if employment had been terminated by us upon permanent disability. Annual PSUs are forfeited if termination by us without “cause” occurs before the end of

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  140. Potential Payments upon Termination of Employment or Change of Control

    the first year of the award period. However, if termination occurs after the end of the first year of the award period, the executive will be entitled to a pro-rated payout based on actual achievement of annual PSU opportunities for the number of full months the executive was employed or receiving salary continuation payments during the award period, with the payment to be made at the same time such awards are paid to active executives. If the executive is retirement eligible, the provisions relating to termination upon retirement will apply in lieu of the provisions described in this paragraph. See “Compensation Discussion and Analysis – CEO Compensation” for information about the treatment of Mr. Freda’s additional (non-annual) PVU and PSU grants upon termination of employment. Termination of Employment Following a Change of Control. Our employment agreements as well as the applicable equity grant agreements contain certain provisions regarding change of control. Under our employment agreements, in the event the executive terminates employment for “good reason” (as defined below) within two years of a “change of control” (as defined below) of our Company, the executive is entitled to receive payments and benefits as if employment were terminated by us without cause. For purposes of the employment agreements, “good reason” means that the executive is assigned duties that are materially inconsistent with his or her position, the executive’s position is materially diminished, we breach the compensation arrangements of the employment agreement (and fail to timely cure the breach), the executive is required to relocate to any location more than 50 miles from the location at which the executive performed services prior to the change of control, or we fail to have any successor company assume the executive’s employment agreement. For purposes of the employment agreements, a “change of control” or “change in control” is deemed to have occurred upon any of the following events: • during any period of two consecutive years, the individuals who at the beginning of such period constituted our board of directors or any individuals who would be “continuing directors” (as defined below) cease for any reason to constitute a majority of the board of directors. “Continuing directors” mean the directors in office on the effective date of the executive officer’s employment agreement and any successor to those directors and any additional director who was nominated or selected by a majority of the continuing directors in office at the time of his or her nomination or selection; • our Class A Common Stock ceases to be publicly traded; • our board of directors approves any merger, exchange, consolidation, or similar business combination or reorganization, the consummation of which would result in the occurrence of an event described in the bullet points above, and such transaction is consummated; • our board of directors approves a sale of all or substantially all of our assets, and such transaction is consummated; or • a change of control of a nature that would be required to be reported under the SEC’s proxy rules. However, changes in the relative beneficial ownership among members of the Lauder family and family-controlled entities would not, by themselves, constitute a change of control, and any spin-off of one of our divisions or subsidiaries to our stockholders would not constitute a change of control. Pursuant to the applicable equity grant agreements, upon a “change in control,” each annual PSU and each RSU will vest and become payable in shares as soon as practicable, but not later than two weeks after the change in control. If the executive is retirement eligible, the provisions relating to termination upon retirement will apply in lieu of the provisions described in this paragraph. If stock options are assumed by an acquirer, then exercisability will be accelerated after a change in control if the executive is terminated without “cause” or the executive terminates for “good reason.” Similarly, if RSUs are assumed by the acquirer, vesting will be accelerated after a change in control if the executive is terminated without “cause” or the executive terminates for “good reason.” Annual PSUs in respect of the performance period that has not ended will become payable

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  142. Potential Payments upon Termination of Employment or Change of Control

    after a change in control in shares equal to the greater of the target award or what the payout would be based on performance as if the performance period ended on the date of the change in control. For information about the treatment of Mr. Freda’s additional (non-annual) PVU and PSU grants upon a Change in Control, see “Compensation Discussion and Analysis – CEO Compensation.” Termination for Cause. Pursuant to each NEO employment agreement, in the case of termination by us for “cause” (as defined in the employment agreement), the executive will be entitled to receive accrued but unpaid salary and any benefit under our employee benefit programs and plans as of the date of such termination. In addition, the employment agreements contain certain provisions concerning termination for “cause.” For purposes of these agreements and the equity grant agreements, “cause” means that the executive has engaged in any of a list of specified activities including, but not limited to, material breach of, or willful refusal to perform duties under, the agreements, failure to follow a material lawful directive of the Chief Executive Officer, Executive Chairman, or the Board of Directors that is within the scope of the executive’s duties, willful misconduct unrelated to us that could reasonably be anticipated to have a material adverse effect on us, gross negligence that could reasonably be anticipated to have a material adverse effect on us, violation of our Code of Conduct, drug or alcohol abuse that materially affects performance, or conviction of, or entry of a guilty plea or no contest for, a felony. Pursuant to the applicable equity grant agreements, upon termination of employment for cause (as defined in the applicable grant agreement) during the applicable period, outstanding equity grants are forfeited.

  143. Condition Precedent to Receipt of Payments upon Termination

    Condition Precedent to Receipt of Payments upon Termination The employment agreements require, as a precondition to the receipt of the payments described above, that the NEO execute a general release of claims against us and our subsidiaries and affiliates. The release does not apply to rights that the executive may otherwise have to any payment of benefit provided for in the executive’s employment agreement or any vested benefit the executive may have in any of our benefit plans. The agreements also include provisions relating to nondisclosure of our confidential information and non-competition with us.

  144. Potential Payments in the Event of Termination at the End of Our Last Fiscal Year

    Potential Payments in the Event of Termination at the End of Our Last Fiscal Year The table below describes potential payments and other benefits that would have been received or receivable by each NEO or such officer’s estate under the officer’s employment agreement or related plans and agreements, including the Share Incentive Plan (including the applicable grant agreements), if employment had been terminated under various circumstances on June 30, 2024. For equity awards, we used the closing stock price on June 28, 2024, the last trading day of fiscal 2024. The following assumptions and general principles apply with respect to the following table: • The table reflects estimates of amounts that would be paid to the NEO upon the occurrence of a termination. The actual amounts to be paid can only be determined at the time of the actual termination. • Each NEO (or beneficiary in the event of death) is entitled to receive amounts earned during the term of employment regardless of the manner in which the NEO’s employment is terminated. These amounts include accrued but unpaid salary and bonus compensation earned but not paid that relate to any Contract Year ended prior to termination, and in all circumstances but termination for cause, unpaid bonus compensation otherwise payable for the Contract Year in which termination occurred pro-rated to the date of termination. • The amounts relating to equity-based awards reflect unvested awards as of the date of the termination event or change of control for which vesting continues post-termination or change of control or is accelerated as a result of the event. All such awards held by the NEOs at June 30, 2024 that would have become vested and/or exercisable upon a terminating event are shown at a value using the closing stock price on June 28, 2024 (the last trading day of fiscal 2024) of $106.40, including the related cash dividend equivalents. The value of annual PSUs was computed at threshold for each of the NEOs. The value of non-annual PSUs and PVUs were computed assuming the achievement of the applicable performance goals, meaning that amounts are shown in the table below for awards including the non-annual March 2021 PVU and PSU to Mr. Freda and the non-annual September 2021 PSU to Ms. Travis, despite the fact these awards have performance periods that run past June 30, 2024. For example, the non-annual March 2021 PSU granted to Mr. Freda has a performance period of July 1, 2021 – June 30, 2025, and the non-annual March 2021 PVU granted to Mr. Freda has a performance period for cumulative operating income goal of July 1, 2021 – June 30, 2025. • Under the Share Incentive Plan, executives may be awarded Benefits (as defined in the plan). The exercise of stock options after termination of employment and the payment of RSUs, PVUs, or PSUs is subject to the executive neither competing with, nor taking employment with or rendering service to one of our competitors, nor conducting himself or herself in a manner adversely affecting us. Each NEO will be entitled to receive all amounts accrued and vested under our 401(k) Savings Plan, the RGA Plan, the Restoration Plan, and any other pension plans and deferred compensation plans in which the NEO participates. These amounts will be determined and paid in accordance with the applicable plans and are not included in the table because they are not termination payments.

  145. Potential Payments in the Event of Termination at the End of Our Last Fiscal Year

    | 82 | 2024 Proxy Statement | |

  146. Potential Payments in the Event of Termination at the End of Our Last Fiscal Year

    | | Retirement ($) | Voluntary Termination ($) | Death ($) | Disability ($) | Termination without Cause or by Executive for Material Breach ($) | Termination without Cause or for Good Reason After Change of Control ($)(5) | | William P. Lauder | | | | | | | | Base Salary(1) | $0 | $0 | $1,575,000 | $1,575,000 | $3,150,000 | $3,150,000 | | Bonus | 0 | 0 | 0 | 0 | 891,063 | 891,063 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | Annual PSUs | 575,903 | 575,903 | 575,903 | 575,903 | 575,903 | 575,903 | | RSUs | 1,095,401 | 1,095,401 | 1,095,401 | 1,095,401 | 1,095,401 | 1,095,401 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 28,399 | 56,799 | 56,799 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 92,557 | 236,681 | 236,681 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 36,798 | 73,596 | 93,596 | | Total | $1,671,304 | $1,671,304 | $3,251,304 | $3,404,058 | $6,079,442 | $6,099,442 | | Fabrizio Freda | | | | | | | | Base Salary(1) | $0 | $0 | $2,100,000 | $2,100,000 | $4,200,000 | $4,200,000 | | Bonus | 0 | 0 | 0 | 0 | 1,451,975 | 1,451,975 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | Annual PSUs | 2,481,872 | 2,481,872 | 2,481,872 | 2,481,872 | 2,481,872 | 2,481,872 | | Non-annual PSUs | 0 | 0 | 7,850,809 | 7,850,809 | 7,850,809 | 7,850,809 | | PVUs | 0 | 0 | 9,836,923 | 9,836,923 | 9,836,923 | 9,836,923 | | RSUs | 4,723,664 | 4,723,664 | 4,723,664 | 4,723,664 | 4,723,664 | 4,723,664 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 58,134 | 116,268 | 116,268 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 485,000 | 969,872 | 969,872 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 66,665 | 133,330 | 153,330 | | Total | $7,205,536 | $7,205,536 | $26,998,269 | $27,603,068 | $31,764,714 | $31,784,714 | | Tracey T. Travis | | | | | | | | Base Salary(1) | $0 | $0 | $1,195,000 | $1,195,000 | $2,390,000 | $2,390,000 | | Bonus | 0 | 0 | 0 | 0 | 411,450 | 411,450 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | Annual PSUs | 1,122,644 | 1,122,644 | 1,122,644 | 1,122,644 | 1,122,644 | 1,122,644 | | Non-annual PSUs | 0 | 0 | 1,648,333 | 1,648,333 | 1,648,333 | 1,648,333 | | RSUs | 2,151,945 | 2,151,945 | 2,151,945 | 2,151,945 | 2,151,945 | 2,151,945 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 19,365 | 38,731 | 38,731 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 72,839 | 174,716 | 174,716 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 25,844 | 51,687 | 71,687 | | Total | $3,274,588 | $3,274,588 | $6,122,921 | $6,235,969 | $7,989,505 | $8,009,505 | | Jane Hertzmark Hudis | | | | | | | | Base Salary(1) | $0 | $0 | $1,344,000 | $1,344,000 | $2,688,000 | $2,688,000 | | Bonus | 0 | 0 | 0 | 0 | 583,275 | 583,275 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | Annual PSUs | 828,926 | 828,926 | 828,926 | 828,926 | 828,926 | 828,926 | | Annual RSUs | 1,587,823 | 1,587,823 | 1,587,823 | 1,587,823 | 1,587,823 | 1,587,823 | | Non-annual RSUs | 0 | 0 | 1,153,822 | 1,153,822 | 1,153,822 | 1,153,822 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 19,365 | 38,731 | 38,731 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 81,706 | 195,208 | 195,208 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 30,425 | 60,850 | 80,850 | | Total | $2,416,749 | $2,416,749 | $4,919,571 | $5,046,067 | $7,136,634 | $7,156,634 | | Stéphane de La Faverie | | | | | | | | Base Salary(1) | $0 | $0 | $1,250,000 | $1,250,000 | $2,500,000 | $2,500,000 | | Bonus | 0 | 0 | 0 | 0 | 475,188 | 475,188 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | Annual PSUs | 0 | 0 | 537,889 | 537,889 | 670,445 | 670,445 | | Annual RSUs | 0 | 0 | 847,214 | 847,214 | 1,158,990 | 1,158,990 | | Non-Annual RSUs | 0 | 0 | 651,109 | 651,109 | 651,109 | 651,109 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 31,235 | 62,469 | 62,469 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 68,838 | 182,096 | 182,096 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 25,585 | 51,170 | 71,170 | | Total | $0 | $0 | $3,291,212 | $3,411,869 | $5,751,467 | $5,771,467 |

  147. Potential Payments in the Event of Termination at the End of Our Last Fiscal Year

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  148. Potential Payments in the Event of Termination at the End of Our Last Fiscal Year

    Each NEO may be entitled to certain post-termination payments, including up to two years’ of base salary, following termination of employment if the Company chooses to enforce the two year non-compete in such NEO’s employment agreement. (2) Includes payments under the medical, health, and accident and disability plans and programs maintained by the Company from time to time for senior executives at a level commensurate with the executive officer’s position. Additionally, upon retirement, Mr. Lauder and Ms. Hudis are entitled to life-time annual supplemental payments in connection with healthcare benefits (approximately $20,000 – $25,000 per year). Each NEO may be entitled to certain post-termination payments, including up to two years’ of continued benefits, following termination of employment if the Company chooses to enforce the two year non-compete in such NEO’s employment agreement. (3) The amounts represent the cash equivalent of continued participation in the RGA Plan and the Restoration Plan and maximum match for our 401(k) Savings Plan for one year, in the case of disability, and two years, in the case of termination without cause, termination for material breach, or termination for good reason. (4) Includes executive term life insurance premiums and auto allowance, and reimbursement for financial consulting services; also includes $20,000 in legal fees upon termination for good reason after a change of control. (5) The change in control provisions for stock options, RSUs, the PVU and PSU grants to Mr. Freda on March 11, 2021, and the non-annual PSU grant to Ms. Travis on September 2, 2021, in each case made under the Share Incentive Plan, provide for “double trigger” payment events (i.e. payment is triggered as a result of a change of control and the termination of the executive’s employment other than voluntarily by such person). Based upon the unvested stock options, RSUs, and the above-referenced PVU and PSUs held by the NEOs as of June 30, 2024, if a change of control had occurred on that date, and such NEO’s employment had been discontinued other than voluntarily by such person, each would have been entitled to the following amounts: Mr. Lauder, $1,095,401; Mr. Freda, $22,411,397 (including $7,850,809 in connection with the PSU grant made on March 11, 2021 and $9,836,923 in connection with the PVU grant made on March 11, 2021); Ms. Travis, $3,800,278 (including $1,648,333 in connection with the non-annual PSU grant made on September 2, 2021); Ms. Hudis, $2,741,644; and Mr. de La Faverie, $1,810,099. The change in control provisions for annual PSUs made under the Share Incentive Plan provide for “single trigger” payment events (i.e. payment is triggered as a result of the change of control itself, regardless of the executive’s continued employment). Based upon the unvested PSUs with a “single trigger” held by each of the NEOs as of June 30, 2024, if a change of control had occurred on that date, the NEOs would have been entitled to the following amounts: Mr. Lauder, $575,903; Mr. Freda, $2,481,872; Ms. Travis, $1,122,644; Ms. Hudis, $828,926; and Mr. de La Faverie, $670,445.

  149. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of Fabrizio Freda, our CEO, to the annual total compensation of our median employee: • The median of the total compensation of our employees for fiscal 2024 other than our CEO was $34,711; • the total compensation of our CEO was $17,851,573 for fiscal 2024, as reported in the “Total” column of our 2024 Summary Compensation Table; and • based on this information, for fiscal 2024, the total compensation of our CEO to the median of the annual total compensation of all employees resulted in a ratio of 514:1. In addition, in order to provide a helpful context for the disclosure above, the Company notes that, over 70% of our employees who are within the scope of these rules are outside the United States. The compensation elements and pay levels of our employees differ from country to country based on market trends along with fluctuations in currency exchange rates. Additionally, the Company notes that nearly 30% of our employees who are within the scope of the pay ratio rules are part-time or temporary. Our median employee in fiscal year 2023 was subsequently promoted, and as a result, that employee’s compensation changed. Because we believe that during fiscal 2024 there has been no

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  151. Pay Ratio Disclosure

    significant change in our employee population or our employee compensation arrangements that we reasonably believe would result in a significant change to the Company’s pay ratio disclosure for fiscal 2024, in accordance with SEC rules, we substituted a new median employee for fiscal 2024 with substantially similar fiscal 2023 compensation as our original median employee using the same consistently applied compensation measure as was previously used to calculate the above-referenced fiscal 2024 pay ratio. When the median employee works outside the U.S., the Company uses a fiscal year 12-month average exchange rate to convert the employee’s total annual compensation for the relevant fiscal year to U.S. dollars. To identify the median annual total compensation of our employees, we used the methodology and material assumptions, adjustments, and estimates noted below. • We selected April 1, 2023, which is within the last three months of fiscal 2023, as the date upon which we would identify the median employee. We determined that, as of such date, our employee population consisted of approximately 60,000 individuals working at the Company and consolidated subsidiaries. This was comprised of full-time, part-time, and temporary employees, with approximately 70% working outside the United States. • Our employee population for purposes of the pay ratio analysis, after taking into consideration the adjustment permitted by SEC rules (as described below), consisted of approximately 57,000 individuals. Of these employees, approximately 70% were employed on a full-time basis, with the remainder (approximately 30%) employed on a part-time or temporary basis. Individuals working on a part-time or temporary basis include on-call and freelance employees. Under the de minimis exemption provided in the SEC rules, we excluded a total of 2,838 employees from certain countries. The specific number of employees excluded from each country was: Colombia (156), India (592), Kazakhstan (79), Malaysia (984), Philippines (207), Turkey (632), Ukraine (55), and Vietnam (133). The excluded employees did not exceed 5% of our total U.S. and non-U.S. employee population. • To identify the median employee, we used base salary/hourly wages paid as the consistently applied compensation measure for the 12-month period beginning April 1, 2022 and ending on March 31, 2023. We used the 12-month average exchange rate to convert each non-U.S. employee’s total annual compensation to U.S. dollars to identify our median employee. We annualized compensation for full-time and part-time employees who were hired during this time frame. Using this methodology, we identified our median employee, who works at a retail store outside the U.S. • The pay ratio included above is a reasonable estimate calculated in a manner consistent with the SEC rules. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates, and assumptions, our Company’s pay ratio may not be comparable to the pay ratio reported by other companies.

  152. Pay Versus Performance

    Pay Versus Performance Below is disclosure relating to the compensation of our Named Executive Officers (“NEOs”) for the last four fiscal years calculated in accordance with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934 (“Item 402(v)”). Item 402(v) requires disclosure of ”compensation actually paid” (referred to herein as “Compensation Actually Paid” or the “CAP Amounts”) for the Principal Executive Officer (“PEO”) and the Non-PEO NEOs. The Compensation Committee and the Stock Plan Subcommittee do not use the CAP Amounts when making compensation decisions. For a discussion of how our Company seeks to align pay with performance when making compensation decisions, please review the “Compensation Discussion and Analysis – Elements of Compensation.”

  153. Pay Versus Performance

    | | 2024 Proxy Statement | 85 |

  154. Pay Versus Performance

    The following tables and related disclosures provide information concerning our PEO and Non-PEO NEOs with regard to (i) the Summary Compensation Table (“SCT”) Total and (ii) the CAP Amounts.

  155. Pay Versus Performance

    | Fiscal Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: | | Net Earnings (millions) | Adjusted Diluted EPS(4) (non-GAAP) (% Change in) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $17,851,573 | $(28,673,021) | $7,009,833 | $1,444,404 | $59.08 | $151.60 | $409 | (25)% | | 2023 | 21,811,244 | (29,053,372) | 7,648,501 | 828,470 | 106.96 | 140.17 | 1,010 | (52)% | | 2022 | 25,480,056 | (14,802,124) | 11,203,938 | 8,968,835 | 137.13 | 131.49 | 2,408 | 12% | | 2021 | 65,996,984 | 198,805,234 | 9,918,104 | 26,666,930 | 169.92 | 123.29 | 2,875 | 57% |

  156. Pay Versus Performance

    (1) The PEO and Non-PEO NEOs included in the above compensation columns reflect the following:

  157. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2024 | Fabrizio Freda | William P. Lauder, Tracey T. Travis, Jane Hertzmark Hudis, Stéphane de La Faverie | | 2023 | Fabrizio Freda | William P. Lauder, Tracey T. Travis, Jane Hertzmark Hudis, Peter Jueptner | | 2022 | Fabrizio Freda | William P. Lauder, Tracey T. Travis, Jane Hertzmark Hudis, Cedric Prouvé, John Demsey | | 2021 | Fabrizio Freda | William P. Lauder, Tracey T. Travis, Jane Hertzmark Hudis, Cedric Prouvé, John Demsey |

  158. Pay Versus Performance

    (2) The following table describes the adjustments, each of which is required by Item 402(v), to calculate the CAP Amounts shown in the table above.

  159. Pay Versus Performance

    | Fiscal Year | 2024 | | | Adjustments ($) | PEO | Average for Non-PEO NEOs | | Summary Compensation Table | $17,851,573 | $7,009,833 | | Less: Stock and Option Awards Values Reported in SCT for the Covered Year | (11,250,022) | (3,986,697) | | Plus: Fiscal Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year | 5,021,820 | 1,775,783 | | Increase (Decrease) in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (37,191,073) | (2,272,296) | | Increase (Decrease) in Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | 0 | 0 | | Increase (Decrease) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year | (3,665,953) | (1,060,444) | | Plus: Fair Value of Dividends or other Earnings Paid on Stock Awards not otherwise reflected in Fair Value or Total Compensation | 1,208,513 | 109,299 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (1,136,764) | (248,775) | | Plus: Aggregate Service Cost and Prior Service Costs for Pension Plans | 488,885 | 117,700 | | Compensation Actually Paid (as calculated) | $(28,673,021) | $1,444,404 |

  160. Pay Versus Performance

    Certain amounts may not sum due to rounding The equity valuation methodology was kept consistent with those used at the time of grant, with assumptions updated to reflect information available at the time of each valuation, including payout estimates. Instead of using the target payout amounts for PSUs, we used the total expected payout based on estimates of performance in future years. The price of our Class A Common Stock used for fiscal 2024 was $106.40 (the closing stock price on June 28, 2024, the last trading day of fiscal 2024). (3) The peer group used in this disclosure is the S&P 500 Consumer Staples Index, which is the same peer group used in Part II, Item 5 of our Form 10-K for each of the fiscal years shown. Please refer to Appendix A of this Proxy Statement for reconciliation of, and other information about, this non-GAAP measure.

  161. Pay Versus Performance

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  162. Pay Versus Performance

    The following table lists the financial performance metrics that, in our assessment, represent the most important financial performance measures we use to link compensation actually paid to our NEOs for the most recently completed fiscal year.

  163. Pay Versus Performance

    | Adjusted Performance Measures* | | Diluted EPS (Company-Selected Measure) | | Net Sales | | Return on Invested Capital | | Operating Income Margin Percent |

  164. Pay Versus Performance

    * Please refer to Appendix A of this Proxy Statement for information about each of these non-GAAP measures. The following charts show graphically the relationships over the past four years of the CAP Amounts for our PEO and average Non-PEO NEOs as compared to changes in our TSR, Peer Group TSR, Net Earnings, and Adjusted Diluted EPS (% change), as well as the relationship between TSR and Peer Group TSR.

  165. Pay Versus Performance

    | | 2024 Proxy Statement | 87 |