DEF 14A of Estee Lauder Companies Inc, Sep 25, 2025

DEF 14A of Estee Lauder Companies Inc

Filed Sep 25, 2025 · FY20250001104659-25-093184

Open on EDGAR

  1. Director Nominees

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

  2. Director Nominees

    | Nominee – Class II | Current Position | Committee Membership | | William P. Lauder | Chair of the Board, The Estée Lauder Companies Inc. | Nominating and ESG Committee | | Annabelle Yu Long | Founding and Managing Partner, BAI Capital | | | Dana Strong, CBE | Chief Executive Officer, Sky Group Limited | | | Jennifer Tejada | Chief Executive Officer and Chair of the Board, PagerDuty, Inc. | Nominating and ESG Committee (Chair) | | Richard F. Zannino | Managing Director, CCMP Capital Advisors, LLC | Audit Committee (Chair) | | Nominee – Class I | Current Position | Committee Membership | | Eric L. Zinterhofer | Founding Partner, Searchlight Capital Partners, L.P. | Compensation Committee |

  3. Director Nominees

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

  4. Director Nominees

    | 2 | 2025 Proxy Statement | |

  5. Director Nominees

    | | 2025 Proxy Statement | 3 |

  6. Director Nominees

    | 4 | 2025 Proxy Statement | |

  7. Board of Directors

    Board of Directors As of the Record Date (September 15, 2025), our Board of Directors (the “Board”) is comprised of 14 directors, divided into three classes with staggered three-year terms. As of the Record Date, Class I consists of four directors, Class II consists of five directors, and Class III consists of five directors. Although stockholders typically elect the members of a single class annually, at the 2025 Annual Meeting, stockholders will vote to elect the directors in Class II, as well as one director currently serving as a Class II Director who has been nominated to serve as a Class I director. The directors whose terms will expire at the 2025 Annual Meeting of Stockholders are William P. Lauder, Lynn Forester de Rothschild, Jennifer Tejada, Richard F. Zannino, and Eric L. Zinterhofer. Mr. W. Lauder, Ms. Tejada, and Mr. Zannino each has been nominated for re-election as a Class II Director at the 2025 Annual Meeting, to hold office until the 2028 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement or removal. Mr. Zinterhofer currently serves as a Class II Director. With Mr. Zinterhofer’s consent, the Board has nominated him to serve as a Class I Director. If elected, Mr. Zinterhofer will hold office until the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement or removal. Lady de Rothschild notified the Company in July 2025 of her decision not to stand for re-election as a Class II Director at the 2025 Annual Meeting. She is expected to remain on the Board until such meeting when her current term expires. Annabelle Yu Long and Dana Strong, CBE have been nominated by the Board to stand for election as Class II Directors at the 2025 Annual meeting. Accordingly, the nominees for election as Class II Directors at the 2025 Annual Meeting are Mr. W. Lauder, Ms. Long, Ms. Strong, Ms. Tejada, and Mr. Zannino. In the unanticipated event that one or more of the nominees is unable or declines to serve for any reason, the Board may reduce the number of directors or take action to fill any vacancy. In July 2025, Angela Wei Dong, a Class III Director, notified the Company that she will retire from the Board effective November 12, 2025. It is expected that immediately after the Annual Meeting, Class I will consist of five directors, Class II will consist of five directors, and Class III will consist of four directors. In fiscal 2025, the following changes occurred on our Board: (i) Richard D. Parsons, a Class II Director, retired on December 3, 2024; (ii) Fabrizio Freda, a Class III Director, resigned from the Board and Stéphane de La Faverie, our President and CEO, was appointed to fill the resulting Class III vacancy effective January 1, 2025; (iii) Ronald S. Lauder, a Class II Director, retired and Eric L. Zinterhofer was elected by the Board as a Class II Director effective January 10, 2025. Mr. Zinterhofer is Mr. R. Lauder’s designee under the Stockholders’ Agreement (see “Additional Information Regarding the Board of Directors – Stockholder’s Agreement and Lauder Family Control”). Lauder Family Members, including related entities, who control the Company have agreed to vote their shares in favor of four individuals as directors when they are up for election: Gary M. Lauder, Jane Lauder, William P. Lauder, and Eric L. Zinterhofer. See “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation” for the definition of “Lauder Family Members”. The Company is grateful to Lady de Rothschild and Ms. Dong for their contributions during the time each served on our Board. Director Qualifications. Our Board consists of individuals with diverse and complementary business, leadership, and financial experience. Many of our directors bring leadership experience from major domestic and multinational companies, as well as service on the boards of other companies and organizations, which provides valuable insight into a range of business processes, challenges, and strategies. Other directors have backgrounds in government, legal, public policy, or media, offering perspectives on issues commonly faced by

  8. Board of Directors

    | | 2025 Proxy Statement | 11 |

  9. Board of Directors

    public companies. The members of the Board are inquisitive and collaborative, challenging yet supportive, and demonstrate maturity and sound judgment in the performance of their duties. The Board believes that the attributes described above, together with the leadership skills and other experience of its members, some of which are described in the biographies below, provide the necessary perspective and judgment to guide the Company’s long-term strategy, monitor its execution, and provide oversight of management. Beginning in fiscal 2025, as part of its ongoing evaluation of our corporate governance practices, the Board determined that no director (other than the CEO) will be nominated for election to the Board after their 74th birthday. The Board evaluates nominees in the context of the Board as a whole, with the objective of recommending a group that can best support the success of the business and, based on the group’s diversity of experience, represent stockholder interests through the exercise of sound judgment. Such diversity of experience may be enhanced by a mix of different professional and personal backgrounds and experiences. While the Company does not have a specific policy on gender and racial diversity of the Board, we are proud to have a diverse Board. As of the Record Date, eight directors are men; six directors are women; eleven self-identify as white; one director self-identifies as Afro-Latino; and two self-identify as Asian.

  10. Board of Directors

    | | The Board recommends a vote FOR each Class II nominee as a director to hold office until the 2028 Annual Meeting, and FOR the Class I 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. |

  11. Board of Directors

    | 12 | 2025 Proxy Statement | |

  12. Board of Directors

    Nominees for Election to Term Expiring 2028 (Class II)

  13. Board of Directors

    | William P. Lauder | | | | Director since 1996 Age 65 Committee: • Nominating and ESG Committee | BACKGROUND Mr. W. Lauder is Chair of the Board of Directors of the Company. He was Executive Chairman of the Company from June 2009 through November 8, 2024, and retired from the Company on February 28, 2025. Mr. Lauder 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 and the Partnership for New York City. Mr. Lauder is also Co-Chairman of the Breast Cancer Research Foundation. | QUALIFICATIONS • Global business, marketing, 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 ICG Hypersonic Acquisition Corp. GLG Partners, Inc., and Jarden Corporation • An Emeritus Trustee of the University of Pennsylvania and lecturer at The Wharton School • Financial experience • Lauder family stockholder and party to Stockholders’ Agreement | | Annabelle Yu Long | | | | Nominee in 2025 Age 52 | BACKGROUND Ms. Long is the Founding and Managing Partner of BAI Capital, a leading venture capital fund in China. She has served in her current role since 2021, and prior to that she was the Chief Executive Officer of Bertelsmann China Corporate Center and the Managing Partner of Bertelsmann Asia Investments from 2008 to 2020. Ms. Long also serves as a member of the Bertelsmann Group Management Committee. She serves on the boards of directors of Tapestry, Inc., NIO Inc., The Hongkong and Shanghai Banking Corporation Limited, and LexinFintech Holdings Ltd. Within the past five years, she also served as a member of the Board of Directors of Linmon Media Limited. | QUALIFICATIONS • Global entrepreneurial, consumer product, technology, investing and management experience in her role as Managing Partner of BAI Capital, including within China • Board experience at Tapestry, Inc., The Hongkong and Shanghai Banking Corporation Limited, NIO Inc., Linmon Media Limited, and LexinFintech Holdings Ltd. • Financial experience |

  14. Board of Directors

    | | 2025 Proxy Statement | 13 |

  15. Board of Directors

    | Dana Strong, CBE | | | | Nominee in 2025 Age 55 | BACKGROUND Ms. Strong is Chief Executive Officer of Sky Group Limited (“Sky”), a European media and telecommunications company. Sky is the European subsidiary of Comcast Corporation (a global media and technology company). Ms. Strong serves on the Board of SkyShowtime, a joint venture between Comcast Corporation and Paramount Global. Prior to joining Sky in 2021, Ms. Strong served as President of Xfinity Consumer Services at Comcast from 2018 to 2021. Prior to joining Comcast Ms. Strong was an executive and served in various positions of increasing responsibility at Liberty Global Limited from 1999-2018. She currently serves on the EMEA Advisory Board of the Wharton School and was appointed Commander of the Order of the British Empire (CBE) in 2025 for services to the media industry. | QUALIFICATIONS • Global executive experience across 25 years in media, technology, and telecommunications through leadership roles at Comcast and Liberty Global • Leadership experience of large-scale consumer-facing businesses in the U.S. and Europe • Strategic and operational expertise with international perspective • Business transformation experience • Board experience at Telenet Group Holding NV • Financial experience | | Jennifer Tejada | | | | Director since 2018 Age 54 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. and UiPath, Inc. • Financial experience |

  16. Board of Directors

    | 14 | 2025 Proxy Statement | |

  17. Board of Directors

    | Richard F. Zannino | | | | Director since 2010 Age 66 Lead Independent Director 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. Mr. Zannino 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 |

  18. Board of Directors

    Nominee for Election to Term Expiring 2027 (Class I)

  19. Board of Directors

    | Eric L. Zinterhofer | | | | Director since 2025 Age 54 Committee: • Compensation Committee | BACKGROUND Mr. Zinterhofer is a Founding Partner of Searchlight Capital Partners, L.P., a private equity firm. He serves on the Investment Committee, Operating Committee and Valuation Committee, and is jointly responsible for overseeing the Firm’s activities with the two other Founding Partners. In his capacity at Searchlight, Mr. Zinterhofer advises on a wide range of transactions, including leveraged buyouts, growth equity, recapitalizations and investments for companies. Previously, he served as a senior partner at Apollo Management, L.P. from 1998 until May 2010. Mr. Zinterhofer is Chairman of the Board of Charter Communications, Inc. and a member of the Board of Directors of Liberty Latin America Ltd. Within the past five years, he served as a director of Global Eagle Entertainment, Inc. and Hemisphere Media Group. | QUALIFICATIONS • Management experience at Searchlight Capital Partners, L.P. • Private equity, investment banking, and portfolio management experience at Searchlight Capital Partners, L.P. and Apollo Management, L.P. • Board experience at Charter Communications and Liberty Latin America Ltd. • Financial experience • Lauder family member and designee under Stockholders’ Agreement |

  20. Board of Directors

    | | 2025 Proxy Statement | 15 |

  21. Board of Directors

    Incumbent Directors – Term Expiring 2026 (Class III)

  22. Board of Directors

    | Charlene Barshefsky | | | | Director since 2001 Age 75 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 member of the Board of Directors of American Express Company. 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 | | Stéphane de La Faverie | | | | Director since 2025 Age 51 | BACKGROUND Mr. de La Faverie has served as President and Chief Executive Officer of the Company since January 2025. From September 2022 through December 31, 2024, he was Executive Group President, overseeing many of the Company’s brands, including Estée Lauder, Jo Malone London, The Ordinary, and Le Labo. He also led global strategy for the makeup and fragrance categories. From July 2020 through August 2022, as Group President and Global Brand President, Estée Lauder and AERIN Beauty, Mr. de La Faverie oversaw a portfolio of skin care and luxury fragrance brands. Since joining the Company in January 2011, Mr. de La Faverie served in various other positions, including Global Brand President, Estée Lauder (from July 2016 to June 2020). Prior to joining the company, Mr. de La Faverie was General Manager, Giorgio Armani USA, a division of L’Oréal Paris. He also served in a number of positions at L’Oréal Group – Luxury Product Division, including with the Lancôme Global brand where his roles included the responsibility over marketing operations of fragrances and skin care (face and body) at Lancôme USA. | QUALIFICATIONS • Global management and other business, consumer and luxury brand industry experience as President and Chief Executive Officer, as well as other leadership positions at the Company • Similar experience, including overseeing marketing operations and brand building, in leadership positions at Giorgio Armani USA and the Lancôme Global Brand • Experience working abroad • Financial experience |

  23. Board of Directors

    | 16 | 2025 Proxy Statement | |

  24. Board of Directors

    | Gary M. Lauder | | | | Director since 2023 Age 63 | 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 | | Jane Lauder | | | | Director since 2009 Age 52 | BACKGROUND Ms. Lauder is the former Executive Vice President, Enterprise Marketing and Chief Data Officer of the Company, and served in this role from July 2020 to December 31, 2024. Ms. Lauder was Global Brand President, Clinique from April 2014 to July 2020. She began her career with the Company in 1996 at Clinique and has served in various positions throughout the Company. 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. She also serves on the Stanford University Board of Trustees. | 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. • Trustee of Stanford University • Lauder family stockholder and party to Stockholders’ Agreement |

  25. Board of Directors

    | | 2025 Proxy Statement | 17 |

  26. Board of Directors

    Incumbent Directors – Term Expiring 2027 (Class I)

  27. Board of Directors

    | Paul J. Fribourg | | | | Director since 2006 Age 71 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 on the boards of directors of International Flavors & Fragrances Inc. and 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 Bunge Limited, International Flavors & Fragrances Inc., 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 45 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. Within the past five years, Ms. Hyman served 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 |

  28. Board of Directors

    | 18 | 2025 Proxy Statement | |

  29. Board of Directors

    | Arturo Nuñez | | | | Director since 2022 Age 58 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 • Financial experience | | Barry S. Sternlicht | | | | Director since 2004 Age 64 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., and Starwood Property Trust, Inc. • Financial experience |

  30. Board of Directors

    | | 2025 Proxy Statement | 19 |

  31. 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 (a) William P. Lauder, Gary M. Lauder or a designee in lieu of one of them and (b) Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by Mr. R. Lauder as a director of the Company. The term “Lauder Family Members” is defined below (see “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation”). Shares subject to the Stockholders’ Agreement represent approximately 84% of the voting power of the Company as of the Record Date. The respective right of each of (a) William P. Lauder and Gary M. Lauder and (b) Ronald S. Lauder (or his daughters) to designate a nominee exists only when they (including their descendants), or he (including his descendants) beneficially owns (other than by reason of the Stockholders’ Agreement) shares of Common Stock with at least 10% of the total voting power of the Company. In accordance with the Stockholders’ Agreement, William P. Lauder and Gary M. Lauder are the designees of their side of the family, and Ronald S. Lauder designated Jane Lauder and Eric L. Zinterhofer as directors. The respective right of each of (a) William P. Lauder and Gary M. Lauder and (b) Ronald S. Lauder (or one of his daughters) to be nominated will exist so long as they (including their descendants) or he (including his descendants) beneficially owns shares of Common Stock with at least 5% of the total voting power of the Company. If either William P. Lauder or Gary M. Lauder is unable to serve by reason of his death or disability, the other will have the right to designate a nominee. Similarly, in the event Ronald S. Lauder is not a member of the Board for any reason other than his death or disability, he may designate one of his daughters, Aerin Lauder or Jane Lauder, to replace him as a person to be voted a director. In the event of Ronald S. Lauder’s death or disability after he ceases to be a member of the Board, then his daughters will succeed to his rights to be nominated as a director and to designate one nominee upon his death or disability. If either daughter is unable to serve by reason of her death or disability, the other daughter will have the right to designate a nominee. In the event that a designee of (a) William P. Lauder and Gary M. Lauder or (b) Ronald S. Lauder ceases to be a member of the Board by virtue of resignation, removal, death or disability, then they or him, as the case may be, so long as they or he has the right to designate a nominee, shall designate another person to fill that vacancy. In the event none of William P. Lauder, Gary M. Lauder, and Ronald S. Lauder and his daughters are able to serve as directors by reason of death or disability, then the rights under the Stockholders’ Agreement to be a nominee and to designate a nominee will cease. The Stockholders’ Agreement contains a “sunset provision.” Under this provision, the Stockholders’ Agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the Stockholders’ Agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company. Controlled Company Exemptions. The Lauder family has direct and indirect holdings of approximately 84% of the voting power of the Company as of the Record Date. The Company is considered a “controlled company” under the rules of the New York Stock Exchange (the “NYSE”) because the Lauder family and their related entities hold more than 50% of the voting power of the Company’s outstanding voting stock. As a “controlled company,” the Company is eligible to rely on certain exemptions from the NYSE corporate governance requirements, including those related to the Board and its committees. Notwithstanding the availability of these exemptions, the Board has determined that it will be comprised of a majority of independent directors and that both the Nominating and ESG Committee and the Compensation Committee will include provisions in their respective charters consistent with the NYSE requirements for non-controlled companies. However, as permitted by the NYSE rules for “controlled companies,” our Board does not require that either the Nominating and ESG Committee or the Compensation Committee be comprised solely of independent directors. The Audit Committee is comprised solely of independent directors. Board Committees. The Board has established the following standing committees: the Audit Committee; the Compensation Committee (which includes the Stock Plan Subcommittee); and the Nominating and ESG Committee. Each director on these committees is an independent director except for William P. Lauder, who is a member of the Nominating and ESG Committee, and Eric L.

  32. Additional Information Regarding the Board of Directors

    | 20 | 2025 Proxy Statement | |

  33. Additional Information Regarding the Board of Directors

    Zinterhofer, who is a member of the Compensation Committee. Each committee reports regularly to the Board and has the authority to engage its own advisors. From time to time, the Board reviews the composition of its committees. In December 2024, Richard D. Parsons ceased serving as a member of the Compensation Committee and the Nominating and ESG Committee, and in February 2025, the Board appointed Mr. Zinterhofer to the Compensation Committee. Committee Composition as of the Record Date

  34. 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† | | | | | Lynn Forester de Rothschild | | | | | Barry S. Sternlicht | | | | | Jennifer Tejada | | | | | Richard F. Zannino* | | | | | Eric L. Zinterhofer | | | |

  35. Additional Information Regarding the Board of Directors

    Chair Member † Also a member of the Stock Plan Subcommittee * Lead Independent Director Copies of each charter adopted by the Board are available in the “Investors” section of our website, www.elcompanies.com, under “Corporate Governance.”

  36. 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 |

  37. 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 our financial statements with management and the independent auditors; reviews and discusses with the Board our policies for risk assessment and risk management; and is responsible for our related person transactions policy. The committee’s oversight responsibilities include matters relating to information technology, cybersecurity, taxes, treasury, and legal matters. The committee meets periodically with the Chief Financial Officer, the head of internal audit, and representatives of the independent auditors. The Board has determined that each of Mr. Fribourg and Mr. Zannino qualifies as an “Audit Committee Financial Expert” in accordance with SEC rules.

  38. Additional Information Regarding the Board of Directors

    | | 2025 Proxy Statement | 21 |

  39. Additional Information Regarding the Board of Directors

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

  40. 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 Compensation Committee also has oversight of our human capital management. The Stock Plan Subcommittee has authority over all decisions regarding awards to executive officers under our share incentive plans and authority to administer our share incentive plans under which executive officers and other employees may receive equity grants. We also have an Employee Equity Award Committee, the sole member of which is our CEO in his role as a director (Mr. de La Faverie). The purpose of this committee is to make limited grants of equity awards under the share incentive plan to employees who are not executive officers. Compensation Committee Interlocks and Insider Participation. During fiscal 2025, Ambassador Barshefsky, Mr. Fribourg, Mr. Nuñez, and Mr. Zinterhofer (effective February 25, 2025) served on the Compensation Committee. Richard D. Parsons served on the Compensation Committee during fiscal 2025 until his retirement from the Board on December 3, 2024. None of the directors who served on the Compensation Committee during fiscal 2025 was a current or former officer or employee of the Company or any of its subsidiaries, and none had any relationship requiring disclosure under this caption pursuant to SEC rules. In addition, none of our executive officers served as a member of the compensation committee (or other committee performing similar functions) or as a director of any other entity where an executive officer of such entity served on our Compensation Committee or Board.

  41. Additional Information Regarding the Board of Directors

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

  42. Additional Information Regarding the Board of Directors

    The Nominating and ESG Committee oversees the Company’s corporate governance matters, as well as its citizenship and sustainability initiatives. The committee also proposes candidates to fill vacancies on the Board and recommends nominees for election as directors; oversees CEO succession planning; oversees the Board’s evaluation of the CEO, in coordination with the Compensation Committee, as necessary and appropriate; reviews and makes recommendations regarding Board practices and procedures; considers corporate governance matters that may arise from time to time and reviews and recommends the compensation for service as a Board member. Board and Board Committee Meetings; Annual Meeting Attendance; and Executive Sessions. Directors are expected to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. In furtherance of the Board’s role, directors are expected to attend all scheduled Board and Board committee meetings and all meetings of stockholders. All directors may, but are not required to, attend committee meetings regardless of their membership on the committee, excluding executive sessions or where attendance at such meeting would be inappropriate, such as if conflicts of interest, confidentiality or privilege issues were to arise. In fiscal 2025, the Board, the Audit Committee, the Compensation Committee (and the Stock Plan Subcommittee) each met seven times, and the Nominating and ESG Committee met five times. The total combined attendance for all Board and committee meetings in fiscal 2025 was over 97%. No director attended less than 75% of Board and committee meetings in fiscal 2025. There were six executive sessions of non-employee directors, and one executive session of the independent directors in fiscal 2025. Directors are expected to attend the Annual Meeting of Stockholders. All of our directors serving on the Board at the time attended our 2024 Annual Meeting of Stockholders. Board Leadership Structure. Our Board is currently led by the Chair of the Board (the “Chair”), Mr. W. Lauder, and the Lead Independent Director, Mr. Zannino. As of the Record Date, our Board is comprised of 14 directors, including 13 non-management directors, of whom nine are

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  44. Additional Information Regarding the Board of Directors

    independent members and four are non-independent members of the Lauder family, and one management director (our President and CEO). A majority of the directors on our Board are independent. The Chair presides over all meetings of the Board, while the Lead Independent Director presides over all executive sessions of the independent directors and executive sessions of the non-management directors. The Board considers this structure appropriate in view of the Lauder family’s significant investment in the Company. It also aligns with the Stockholders’ Agreement among certain members of the Lauder family and the Company. See “Additional Information Regarding the Board of Directors – Stockholders’ Agreement and Lauder Family Control.” Chair of the Board. Effective November 8, 2024, William P. Lauder’s role transitioned from Executive Chairman of the Board to Chair of the Board (as provided in our Corporate Governance Guidelines). In his role as Chair, Mr. W. Lauder, facilitates the Board operating in the best interest of the Company. He also reinforces the Company’s family heritage and serves as a visible representative of both the Lauder family and the Company with employees, governmental entities, other stakeholders, and the broader community. His duties as Chair include maintaining a strong working relationship with the CEO and supporting the development of strategy, capital management (including acquisitions and divestitures), risk management and major corporate actions to be presented to the Board. Also as provided in our Corporate Governance Guidelines, the duties of the Chair role are based on the assumption that the Chair role is held by a non-independent member of the Lauder family with a Lead Independent Director in place, and a Nominating and ESG Committee comprised of a majority of independent directors. The Chair is elected annually by the Board; can be removed by the Board; and reports to the Board. Lead Independent Director. As provided in our Corporate Governance Guidelines, effective November 8, 2024, an independent director serves as our Lead Independent Director. Prior to that date, an independent director served as Presiding Director. Ambassador Barshefsky served as Presiding Director through November 8, 2024 when the Board elected Mr. Zannino to serve as the Lead Independent Director. In fiscal 2025, Ambassador Barshefsky and subsequently Mr. Zannino presided over the executive sessions of the independent directors and non-management directors on the Board. The Lead Independent Director is selected from among the independent directors annually, and serves a one-year term beginning at the Board meeting immediately following the Annual Meeting of Stockholders. Mr. Zannino has been re-appointed by the Board to serve as the Lead Independent Director for a one-year term beginning after the 2025 Annual Meeting, subject to his re-election as a director at that meeting. Lauder Family Control. Our Company was founded in 1946 by Estée and Joseph Lauder, and subsequent generations of Lauders, including their sons, Leonard A. Lauder and Ronald S. Lauder, have had significant involvement in the business and management of the Company. The business was run as a private family enterprise until our initial public offering in 1995. As a publicly traded, family-controlled company, we continue to benefit from the Lauder family’s demonstrated dedication and commitment to its long-term success. The members of the Lauder family are connected to the Company not just financially through their ownership of common stock but just as fundamentally through their historical legacy of long-term family stewardship that continues today. As of the Record Date, Ronald S. Lauder (the son of Estée and Joseph Lauder), is an Executive Officer and is Chairman of Clinique Laboratories, LLC. William P. Lauder (a son of Leonard A. Lauder, who passed away in 2025) serves as Chair, Gary M. Lauder (a son of Leonard A. Lauder), Jane Lauder (Ronald S. Lauder’s daughter), and Eric L. Zinterhofer (Ronald S. Lauder’s son-in-law and Jane Lauder’s brother-in-law) serve on our Board of Directors. Aerin Lauder, who is the daughter of Ronald S. Lauder and the wife of Eric L. Zinterhofer, is the Estée Lauder Ambassador, Director Creative Special Projects. Controlled Company Features including Sunset Provisions for Class B Common Stock and the Stockholders’ Agreement. As referenced above, we are a “controlled company” under the rules of the NYSE because the Lauder family and their related entities hold more than 50% of the voting power of the outstanding voting stock. We note that the controlled company structure is not uncommon in the beauty industry. Our controlled company structure includes dual class stock, a classified board, and a Stockholders’ Agreement that requires the members of the family who are

  45. Additional Information Regarding the Board of Directors

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  46. Additional Information Regarding the Board of Directors

    party to the agreement to vote in favor of up to four director nominees designated by members of the family. In addition, we have non-independent directors on our Nominating and ESG Committee and Compensation Committee. Each of these matters is explained below. Dual Class Stock Structure. Under our dual class stock structure, holders of Class A Common Stock have one vote per share, and holders of Class B Common Stock (limited to members of the Lauder family and related entities) have 10 votes per share. Our Certificate of Incorporation contains a sunset provision, which provides that, if as of the record date for any meeting of stockholders of the Company, the outstanding Class B Common Stock constitutes less than 10% of the total outstanding Common Stock, each share of Class B Common Stock will automatically convert as of the record date into one share of Class A Common Stock with one vote per share. As of the Record Date for the 2025 Annual Meeting, the outstanding Class B Common Stock constituted approximately 35% of the total outstanding Common Stock. Board Composition; Voting under the Stockholders’ Agreement. Our Board is divided into three classes, with each member serving for a three-year term. As explained above, Lauder Family Members who are party to the Stockholders’ Agreement have agreed to vote shares beneficially owned by them in favor of up to four individuals as directors. The Stockholders’ Agreement contains a sunset provision, pursuant to which the agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company. Shares subject to the Stockholders’ Agreement represented approximately 84% of the voting power of the Company as of the Record Date for the 2025 Annual Meeting of Stockholders. Committee Composition including Independent Committee Leadership; Lead Independent Director; Majority of Independent Directors. As permitted by the NYSE rules for “controlled companies” we are not required to have our Nominating and ESG Committee or Compensation Committee composed solely of independent directors. William P. Lauder, Chair of the Board, and, not an independent director, serves on our Nominating and ESG Committee, and Eric L. Zinterhofer, who is also not an independent director, serves on our Compensation Committee. We believe this committee service is appropriate because of the valuable contributions that Mr. W. Lauder and Mr. Zinterhofer make; as reflected in the biographical information above, each has extensive business, leadership and financial experience. We note that all the directors on our Audit Committee, including the Chair, are independent, as are the Chairs of our Nominating and ESG Committee and our Compensation Committee. Our Stock Plan Subcommittee, which approves all equity grants to our executive officers including the CEO, is composed solely of independent directors. In addition, our Lead Independent Director is independent. Although, as a controlled company, we are not required by the NYSE rules to have a majority of independent directors, our Board has determined that it will have a majority of independent directors. As of the Record Date, 9 of our 14 Board members (approximately 64%) are independent. CEO Succession Planning Process. The Nominating and ESG Committee establishes policies and principles for CEO succession, and our Board reviews CEO succession plans on an ongoing basis. The Board has numerous opportunities to meet with, and assess development plans for, members of management and other potential leaders, including through formal presentations to the Board and its committees, as well as informal discussions and events. The Board has established a succession process in the event of the CEO’s death or disability. Board Role in Risk Oversight. Our Board regularly receives reports from our CEO and other members of senior management on significant areas of risk, including strategic, operational, financial, legal and regulatory, cybersecurity, and reputational risks. However, senior management is responsible for assessing and managing the Company’s various risk exposures on a day-to-day basis. In this regard, various management functions within the Company, such as Legal, Finance, Treasury, Internal Audit, Information Technology, Global Supply Chain, Research & Development, and Environment, Health and Safety, focus on specific areas of risk within their respective functions. Management has a systemic and integrated approach to overall risk management that includes the

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  48. Additional Information Regarding the Board of Directors

    identification of risks and mitigation plans in the strategic planning process. The Board’s role is one of oversight, assessing major risks facing the Company and reviewing options for their mitigation with management. In addition, the Audit Committee reviews and discusses with management our enterprise risk management processes. Risk in Compensation Programs. The Company has a framework for evaluating incentive plan design features that may encourage or help mitigate risk, such as a mix of compensation elements, metrics, leverage, caps, and time horizons, in order to determine whether the risks arising from our compensation programs (in addition to those applicable only to executive officers) are reasonably likely to have a material adverse effect on the Company. Using this framework in fiscal 2025, we concluded that our compensation programs are not reasonably likely to have a material adverse effect on the Company. The results were reviewed with senior management and the Compensation Committee. Board Membership Criteria. The Nominating and ESG Committee works with the Board on an annual basis to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. All directors should possess the highest personal and professional ethics as well as an inquisitive and objective perspective, practical wisdom, and mature judgment. In evaluating the suitability of individual Board members, the Board considers a range of factors, including general understanding of marketing, finance, and other disciplines relevant to the success of a large publicly traded company in today’s business environment; understanding of the Company’s business on a technical level; and each individuals’ educational and professional background. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending a group that, through a diversity of experience, supports the success of the business and, represents stockholder interests through the exercise of sound judgment. In determining whether to recommend a director for re-election, the Nominating and ESG Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board. The Board does not believe that its members should be prohibited from serving on the boards or committees of other organizations; however, each director is expected to devote the time and attention necessary to fulfill their obligations as a director of the Company. A director who serves as CEO of another public company should not serve on more than four boards of public companies, including our Board and the board of the company for which they serve as CEO. Other directors should not serve on the boards of more than five public companies, including our Board. No director (other than the CEO) will be nominated for election to the Board after their 74th birthday; provided that for the avoidance of doubt, a director shall be permitted to serve out the remainder of their term after reaching such age. When the need for a new director arises, the Nominating and ESG Committee identifies and evaluates one or more candidates based on the criteria described above. The evaluation is conducted using the information provided with a recommendation or that it otherwise possesses, which may be supplemented through additional inquiries, as necessary. Application of these criteria involves the exercise of judgment and cannot be measured in any mathematical or routine way. Based on its assessment of each candidate’s independence, skills, and qualifications and the criteria described above, the Nominating and ESG Committee will make recommendations regarding potential director candidates to the Board. From time to time, the Nominating and ESG Committee may engage a third-party firm to assist with identifying and evaluating potential director candidates. The Nominating and ESG Committee will evaluate stockholder-recommended candidates in the same manner as other candidates. Candidates may also be designated pursuant to the Stockholders’ Agreement. See “Additional Information Regarding the Board of Directors – Stockholders’ Agreement and Lauder Family Control.” Eric L. Zinterhofer was elected as a Class II director in January 2025, and, with his consent, has been nominated by the Board to stand for election as a Class I Director at the 2025 Annual Meeting. In both cases, he was Mr. R. Lauder’s designee under the Stockholders’ Agreement. Annabelle Yu Long and Dana Strong were recommended for consideration as director candidates by non-management directors, and in accordance with the process described above, both candidates were evaluated by the Nominating and ESG Committee.

  49. Additional Information Regarding the Board of Directors

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  50. Additional Information Regarding the Board of Directors

    At the recommendation of the Nominating and ESG Committee, both candidates were nominated by the Board to stand for election as Class II Directors at the 2025 Annual Meeting. Board Independence Standards for Directors. To be considered “independent” for purposes of membership on the Company’s Board of Directors, the Board must determine that a director has no material relationship with the Company, including any of its subsidiaries, other than in his or her capacity as a director. For each director, the Board broadly considers all relevant facts and circumstances. In making its determination, the Board considers the following categories of relationships to be material, thus precluding a determination that a director is “independent:” (i) the director is an employee of the Company, or an immediate family member of the director is an executive officer of the Company, or was so employed during the last three years. (ii) the director receives, or an immediate family member of the director receives, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). (iii) (A) the director is a current partner or employee of a firm that is the Company’s internal or external auditor, (B) the director has an immediate family member who is a current partner of such a firm, (C) the director has an immediate family member who is a current employee of such a firm and personally works on the Company’s audit, or (D) the director or an immediate family member of the director was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit within that time. (iv) the director or an immediate family member of the director is, or has been within the last three years, employed as an executive officer of another company where any of the Company’s present executive officers at the same time serves or served on that company’s compensation committee. (v) the director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues. Additionally, the following relationships will not be considered to be “material” relationships that would impair a director’s independence: (i) any of the relationships described in (i)-(v) above, if such relationships occurred more than three years ago, or (ii) if a director is a current employee, or an immediate family member of a director is a current executive officer of another company that does business with the Company and such other company, during the current or last fiscal year, made payments to, or received payments from, the Company of less than $1 million or 2% of such other company’s consolidated gross revenues, whichever is greater. Contributions to tax exempt organizations shall not be considered payments for purposes of these independence standards. An “immediate family member” includes a director’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home. The Board reviews at least annually whether directors meet these Director Independence Standards. The following directors have been determined by the Board to be “independent” pursuant to NYSE rules and the Company’s Independent Director Standards described above: Charlene Barshefsky, Angela Wei Dong, Paul J. Fribourg, Jennifer Hyman, Arturo Nuñez, Lynn Forester de Rothschild, Barry S. Sternlicht, Jennifer Tejada, and Richard F. Zannino. The Board has also determined that the new director nominees, Annabelle Yu Long and Dana Strong, are “independent” as described above. In order to be considered “independent” under NYSE rules for

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  52. Additional Information Regarding the Board of Directors

    purposes of serving on the Company’s Audit Committee or Compensation Committee, a director also may not accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company, other than as a director, and may not be an “affiliated person” of the Company. Audit Committee members may receive directors’ fees and fixed payments for prior service with the Company. The Board has determined that each member of the Audit Committee and each independent member of the Compensation Committee meets these additional independence requirements. Communications with the Board. A stockholder or any other interested party may communicate with the Board, any Committee thereof, the non-management directors as a group, or any individual director, including the Lead Independent Director, by addressing the correspondence to that individual or group, c/o Executive Vice President and General Counsel, The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. The General Counsel or a designated representative will review such correspondence, at their discretion, forward it to the intended recipient(s) if the content relates to the duties and responsibilities of the Board or its members. Materials deemed inappropriate or containing unsolicited advertising, or promotional content may be withheld. Director Nominees Recommended by Stockholders. The Nominating and ESG Committee will consider stockholder recommendations of nominees in the same manner as and pursuant to the same criteria by which it considers all other nominees, except for nominations received pursuant to the Stockholders’ Agreement. Stockholders who wish to suggest qualified candidates should send their written recommendation to the Nominating and ESG Committee, c/o Executive Vice President and General Counsel, The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. The following information must accompany any such recommendation by a stockholder: (i) the name and address of the stockholder making the recommendation; (ii) the name, address, telephone number, and social security number of the proposed nominee; (iii) the class or series and number of shares of the Company that are beneficially owned by the stockholder making the recommendation; (iv) a description of all arrangements or understandings between the stockholder and the candidate, and an executed written consent of the proposed nominee to serve as a director of the Company if so elected; (v) a copy of the proposed nominee’s resume and references; and (vi) an analysis of the candidate’s qualifications to serve on the Board of Directors and on each of the Board’s committees in light of the criteria for Board membership established by the Board. See “Board Membership Criteria.” For stockholders intending to nominate an individual for election as a director directly, there are specific procedures set forth in our bylaws. See “Stockholder Proposals and Director Nominations for the 2026 Annual Meeting” below.

  53. 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 | $115,500 | $75,000 | $99,992 | $70,550 | — | $361,042 | | Angela Wei Dong | 112,000 | 75,000 | 99,992 | — | — | 286,992 | | Paul J. Fribourg | 135,000 | 75,000 | 99,992 | — | — | 309,992 | | Jennifer Hyman | 120,000 | 75,000 | 99,992 | — | — | 294,992 | | Gary M. Lauder | 100,000 | 240,636 | 99,992 | — | — | 440,628 | | Jane Lauder* | 50,000 | — | — | — | — | 50,000 | | William P. Lauder* | 111,000 | — | — | — | — | 111,000 | | Arturo Nuñez | 120,000 | 75,000 | 99,992 | — | — | 294,992 | | Richard D. Parsons** | 58,000 | 75,000 | 99,992 | — | — | 232,992 | | Lynn Forester de Rothschild | 108,000 | 75,000 | 99,992 | — | — | 282,992 | | Barry S. Sternlicht | 108,000 | 75,000 | 99,992 | — | — | 282,992 | | Jennifer Tejada | 123,000 | 75,000 | 99,992 | — | — | 297,992 | | Richard F. Zannino | 159,500 | 75,000 | 99,992 | — | — | 334,492 | | Eric L. Zinterhofer | 54,000 | — | — | — | — | 54,000 |

  54. Executive Leadership Team Realigned for Future Growth

    Our executive compensation program is designed to achieve our business and financial goals by providing compensation that: aligns executives’ interests with our short-term and long-term goals and the interests of our stockholders and rewards performance at the Company, business unit, and individual levels; is competitive with the compensation practices at other leading beauty and consumer products companies; and is equitable among our executive officers. Employment agreements in effect during fiscal 2025 for our NEOs are described under “Employment Agreements.” Our standard employment agreements for executive officers cover termination and severance and include non-compete, confidentiality, and related provisions. Each NEO’s employment agreement has a two-year non-compete provision. Such provisions in the employment agreements for certain NEOs expressly provide for post-termination payments and certain continued benefits during the enforced non-compete period. Our standard employment agreements for executive officers do not include specified amounts of salary, bonus opportunities, or equity-based compensation for future years. For executive officers who are recruited to join the Company, we will specify levels of salary, bonus opportunities, and equity-based compensation grants for certain initial periods or that relate to initial grants (e.g., to compensate the officer for amounts or awards that may be forfeited at a prior employer). The compensation program for executive officers is established and administered by the Compensation Committee and the Stock Plan Subcommittee (the “Subcommittee”). The Subcommittee approves the terms of all equity grants to executive officers under our long-term equity incentive plan (including any equity compensation-related terms of employment agreements for executive officers). The Compensation Committee approves all other aspects of executive compensation.

  55. Executive Leadership Team Realigned for Future Growth

    Based on target levels for incentive compensation for fiscal 2025, the mix of pay for our NEOs is shown below: * The Current CEO Annual Target Pay Mix reflects the annual target pay mix for Mr. de La Faverie in his role as President and CEO. The Average Annual Target Pay Mix for All Other NEOs reflects the average annual target pay mix for Mr. Shrivastava and Ms. Hertzmark Hudis in their current roles, Ms. La Lande in her role since joining the Company, and Mr. Jueptner, Mr. Freda, and Ms. Travis in their former roles. Changes for Fiscal 2026. For fiscal 2026, we made changes to our annual incentives under the EAIP and long-term incentives under our Share Incentive Plan. These changes are intended to align the incentives of members of management with the objectives of Beauty Reimagined and to be aligned with stockholder interests. Changes in design for fiscal 2026 include: • Enhanced the leverage in the EAIP by increasing the maximum payout to 175% of target from 150%, which includes (i) an increase to the Enterprise Modifier maximum to 140% from 130% and (ii) an increase to the Business Unit Multiplier to 125% from 115%, as well as corresponding performance requirements; • Added a Strategic Initiatives measure to the Enterprise Modifier to complement financial measures which will be set annually based on executive leadership objectives, and for fiscal 2026 will be tied to PRGP change and leadership goals; • Adjusted the percentage weighting of certain Enterprise Modifier metrics as follows: (i) the Net Sales weighting was decreased to 20% from 30%, (ii) the diluted net earnings per common share from continuing operations (“Diluted EPS”) weighting was decreased to 20% from 25%, (iii) the Operating Income Margin (“OI Margin”) was decreased to 20% from 25%, (iv) the return on invested capital (“ROIC”) weighting remained unchanged at 20%, and (v) the newly added Strategic Initiatives measure has a weighting of 20%; • Simplified and elevated the Business Unit Multiplier to align with our new structure and operating model, and further emphasize desired, enterprise-focused strategic business decision-making; and Increased the stock option component of our long-term incentive program from 20% to 60% of the total long-term incentive value for the executive officers, with a corresponding elimination of performance share units as an element of compensation for fiscal 2026. This shift in equity mix is intended to strengthen the direct alignment between executive compensation and stockholder value creation. With stock options, executives realize value only when stockholders benefit from stock price appreciation.

  56. Annual Incentive Bonus

    Annual Incentive Bonus Annual incentives provided under the EAIP play a key role in aligning executive interests with our short-term goals and in recognizing and rewarding performance. For executive officers, the level of bonus opportunities and performance targets are based on the scope of the executive’s responsibilities, internal pay equity among executives with similar responsibilities, and competitive considerations. The measures in our annual incentive program are balanced, designed to foster interdependence and collaboration among brands, regions, and functions to drive the corporate strategy by ensuring alignment of business unit performance with overall corporate performance. Annual incentives payable to our executive officers, including the NEOs, are limited to a pool set by the Compensation Committee at the beginning of the fiscal year (3% of our net operating profit plan in fiscal 2025). Within that limit, the Compensation Committee sets annual aggregate bonus opportunities and retains the discretion to reduce payouts through the exercise of negative discretion. Total fiscal 2025 EAIP payouts were less than the amount of the approved bonus pool. For fiscal 2025, 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 Enterprise Modifier 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 2025 EAIP:

  57. Annual Incentive Bonus

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  58. Annual Incentive Bonus

    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. 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 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 2025 were: (i) the impact of returns and charges associated with restructuring and other activities related to the Company’s Post-COVID Business Acceleration Program and the PRGP, (ii) goodwill and other intangible asset impairments, (iii) U.S. deferred tax asset valuation allowance adjustment, and (iv) talcum litigation settlement agreements. 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. Enterprise Modifier. Each executive officer’s incentive payment is subject to the Enterprise Modifier. For fiscal 2025, the Enterprise Modifier was comprised of four Company-wide performance criteria: (1) Diluted EPS; (2) OI Margin Percent; (3) Net Sales; and (4) ROIC Percent, weighted at 25%, 25%, 30%, and 20%, respectively. 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 Enterprise Modifier for each measure is between target and maximum, or between threshold and target, the payout factor is calculated mathematically using a predetermined interpolation with target level of performance as a base. The chart below presents the threshold, target, and maximum levels for each measure comprising the Enterprise Modifier, along with the actual results for fiscal 2025. For fiscal 2025, performance was between threshold and target for Net Sales and ROIC Percent, and performance was below threshold for Diluted EPS and OI Margin Percent, resulting in an Enterprise Modifier of 80%, the minimum payout factor in the fiscal 2025 EAIP design.

  59. Annual Incentive Bonus

    | | | Threshold | | Target | | Maximum | | Actual Performance | | | | Fiscal 2025 Target | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | | Diluted EPS | $2.90 | 57.5% | 50% | 100% | 100% | 105.4% | 130% | 52.0% | 0.0% | | OI Margin Percent | 11.3% | 75.4% | 50% | 100% | 100% | 103.7% | 130% | 71.0% | 0.0% | | Net Sales* | $15.79 billion | 85.0% | 50% | 100% | 100% | 100.8% | 130% | 90.9% | 69.5% | | ROIC Percent | 8.0% | 63.8% | 50% | 100% | 100% | 102.5% | 130% | 68.8% | 56.9% | | Enterprise Modifier | | | | | | | | | 80.0% |

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  61. Annual Incentive Bonus

    Business Unit Multiplier. For fiscal 2025, the Business Unit Multiplier operated in a manner similar to the Enterprise Modifier but was based on various combinations of business criteria at the business unit level, including: (1) Net Sales; (2) Net Operating Margin (“NOP Margin”); and (3) Weighted Forecast Accuracy, and (4) 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 target and maximum, or between threshold and target, the payout factor was calculated mathematically using straight-line interpolation with target level of performance and associated payout as a base. For the Business Unit Multiplier, the Functions Average is a simple average of the performance against Business Unit Strategic Goals for the various corporate functions. For Mr. de La Faverie, Ms. Hertzmark Hudis, and Mr. Jueptner, the threshold, target, and maximum for each metric comprising the Business Unit Multiplier for their respective units, along with the results for fiscal 2025, are shown in the table below.

  62. Annual Incentive Bonus

    | | | Threshold | | Target | | Maximum | | Actual Performance(1) | | | | Fiscal 2025 Target | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | | Total Company Sales | | | | | | | | | | | Stéphane de La Faverie(2) | $15.88 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 90.2% | 75.4% | | Jane Hertzmark Hudis | $15.88 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 90.2% | 75.4% | | Peter Jueptner | $15.88 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 90.2% | 75.4% | | Total Company NOP Margin | | | | | | | | | | | Stéphane de La Faverie(2) | 11.7% | 85% | 62.5% | 100% | 100% | 103.7% | 115% | 69.0% | 0.0% | | Jane Hertzmark Hudis | 11.7% | 85% | 62.5% | 100% | 100% | 103.7% | 115% | 69.0% | 0.0% | | Peter Jueptner | 11.7% | 85% | 62.5% | 100% | 100% | 103.7% | 115% | 69.0% | 0.0% | | Division Net Sales | | | | | | | | | | | Stéphane de La Faverie(2) | $6.89 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 89.0% | 72.6% | | Jane Hertzmark Hudis | $8.52 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 90.0% | 75.1% | | Peter Jueptner | $11.16 billion | 85% | 62.5% | 100% | 100% | 100.8% | 115% | 89.1% | 72.7% | | Division NOP Margin | | | | | | | | | | | Stéphane de La Faverie(2) | 24.1% | 85% | 62.5% | 100% | 100% | 103.7% | 115% | 84.1% | 0.0% | | Jane Hertzmark Hudis | 21.4% | 85% | 62.5% | 100% | 100% | 103.7% | 115% | 80.9% | 0.0% | | Peter Jueptner | 32.9% | 85% | 62.5% | 100% | 100% | 103.7% | 115% | 86.9% | 67.1% | | Weighted Forecast Accuracy | | | | | | | | | | | Stéphane de La Faverie(2) | — (3) | 85% | 62.5% | 100% | 100% | 105.0% | 115% | 107.5% | 115.0% | | Jane Hertzmark Hudis | — (3) | 85% | 62.5% | 100% | 100% | 105.0% | 115% | 102.4% | 107.2% | | Peter Jueptner | — (3) | 85% | 62.5% | 100% | 100% | 105.0% | 115% | 104.9% | 114.7% |

  63. Annual Incentive Bonus

    (1) Net Sales and income statement measures are calculated at budgeted exchange rates at the time the target is set 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 threshold, target, and maximum performance levels were established in connection with Mr. de La Faverie’s prior role as Executive Group President through December 31, 2024. 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.

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  65. Annual Incentive Bonus

    All of the NEOs, except for Mr. Freda, were each assigned Business Unit Strategic Goals for fiscal 2025 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.

  66. Calculation of Fiscal 2025 EAIP Payout Percentages for NEOs

    Calculation of Fiscal 2025 EAIP Payout Percentages for NEOs

  67. Calculation of Fiscal 2025 EAIP Payout Percentages for NEOs

    | | S. de La Faverie | | | | | | | | | | | | | | | | | | Executive Group President (7/1/24 – 12/31/24) | | President & CEO (1/1/25 – 6/30/25) | | A. Shrivastava | | J. Hertzmark Hudis | | R. La Lande | | F. Freda | | T. T. Travis | | P. Jueptner | | | | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | % of Target | Actual Payout % | | Business Unit Strategic Goal (Functions Average) | — | — | 30.0% | 111.2% | 10.0% | 111.2% | — | — | 10.0% | 111.2% | 30.0% | 111.2% | 10.0% | 111.2% | — | — | | Business Unit Strategic Goals (Individual) | 20.0% | 111.0% | — | — | 20.0% | 107.0% | 20.0% | 112.0% | 20.0% | 112.0% | — | — | 20.0% | 100.0% | 20.0% | 100.0% | | Total Company Net Sales* | 10.0% | 75.4% | 30.0% | 75.4% | 30.0% | 75.4% | 10.0% | 75.4% | 30.0% | 75.4% | 30.0% | 75.4% | 30.0% | 75.4% | 10.0% | 75.4% | | Total Company NOP Margin* | 10.0% | 0.0% | 30.0% | 0.0% | 30.0% | 0.0% | 10.0% | 0.0% | 30.0% | 0.0% | 30.0% | 0.0% | 30.0% | 0.0% | 10.0% | 0.0% | | Division Net Sales* | 25.0% | 72.6% | — | — | — | — | 25.0% | 75.1% | — | — | — | — | — | — | 25.0% | 72.7% | | Division NOP Margin* | 25.0% | 0.0% | — | — | — | — | 25.0% | 0.0% | — | — | — | — | — | — | 25.0% | 67.1% | | Weighted Forecast Accuracy | 10.0% | 115.0% | 10.0% | 110.4% | 10.0% | 110.4% | 10.0% | 107.2% | 10.0% | 110.4% | 10.0% | 110.4% | 10.0% | 110.4% | 10.0% | 114.7% | | Business Unit Payout (a) | 100.0% | 59.4% | 100.0% | 67.0% | 100.0% | 66.2% | 100.0% | 59.4% | 100.0% | 67.2% | 100.0% | 67.0% | 100.0% | 64.8% | 100.0% | 74.0% | | Enterprise Modifier (b) | — | 80.0% | — | 80.0% | — | 80.0% | — | 80.0% | — | 80.0% | — | 80.0% | — | 80.0% | — | 80.0% | | EAIP Payout % (a) x (b) | — | 47.5% | — | 53.6% | — | 53.0% | — | 47.5% | — | 53.8% | — | 53.6% | — | 51.8% | — | 59.2% |

  68. Calculation of Fiscal 2025 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.

  69. Calculation of Fiscal 2025 EAIP Payout for NEOs

    Calculation of Fiscal 2025 EAIP Payout for NEOs

  70. Calculation of Fiscal 2025 EAIP Payout for NEOs

    | Name | EAIP Opportunity | EAIP Payout %* | EAIP Payout | | Stéphane de La Faverie | $2,294,247 | 51.5% | $1,181,100 | | Akhil Shrivastava | 836,562 | 53.0% | 443,000 | | Jane Hertzmark Hudis | 2,120,480 | 47.5% | 1,008,250 | | Rashida La Lande | 1,400,000 | 53.8% | 752,550 | | Fabrizio Freda | 5,775,000 | 53.6% | 3,096,850 | | Tracey T. Travis | 1,580,000 | 51.8% | 819,000 | | Peter Jueptner | 1,600,000 | 59.2% | 946,950 |

  71. Calculation of Fiscal 2025 EAIP Payout for NEOs

    * Shown to the nearest tenth.

  72. 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’ interests 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, RSUs, and stock options. 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 consider several factors, such as: (i) the level of responsibility of the particular executive, assessing the scope and impact of the executive officer’s role within the organization; (ii) recent performance, evaluating the executive’s

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  74. Long-Term Equity-Based Compensation

    achievements and contributions in the immediate past period; (iii) expected future contribution, anticipating the executive’s potential impact on the Company’s future success; (iv) internal pay equity, ensuring fair compensation relative to other executives, including tenure in their role within the organization; and (v) competitive practice, aligning compensation with market practice to attract and retain top talent. They also consider applicable employment agreements as necessary. The allocation of the value of the different types of annual awards granted in fiscal 2025 was 40% PSUs (at target), 40% RSUs, and 20% stock options – 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 during any given year 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. In fiscal 2025, the individual performance percentage for NEOs and other executive officers ranged from 90% to 120% of target. When determining both the amount and allocation of equity-based compensation, our Company benchmarks against practices of our peer group companies to confirm whether compensation packages are competitive and appropriate (see “Compensation Planning and the Decision Making Process – Peer Group” below). This approach helps us to attract and retain top talent while aligning our compensation strategies with market practice. Annual Performance Share Units. Annual PSUs represented approximately 40% of the grant date value of the fiscal 2025 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.” 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 2025, 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

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  76. Long-Term Equity-Based Compensation

    cumulative positive Net Earnings during the performance period of the grant. If actual PSU performance for each measure is between target and maximum, or between threshold and target, the payout factor is calculated mathematically using a predetermined interpolation with target level of performance as a base. Fiscal 2023 Annual PSU Grants. The PSU targets for the three-year period ended June 30, 2025 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, 2025, the PSUs granted in September 2022 (fiscal 2023) yielded no payout (all shares forfeited and no dividends paid) to our NEOs.

  77. Long-Term Equity-Based Compensation

    | | Fiscal 2023 through Fiscal 2025 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) | 7.0% – 7.7% | 84.9% | 50.0% | 98.2% – 100% | 100.0% | 111.2% | 160.0% | 67.8% | 0.0% | | Diluted EPS (CAGR) | 8.3% – 9.0% | 81.4% | 50.0% | 98.1% – 100% | 100.0% | 117.5% | 160.0% | 16.6% | 0.0% | | ROIC (CAGR) | (10.8)% – (10.1)% | 85.2% | 50.0% | 97.9% – 100% | 100.0% | 115.0% | 160.0% | 30.1% | 0.0% | | Aggregate Payout | | | | | | | | | 0.0% |

  78. Long-Term Equity-Based Compensation

    (1) Net Sales are calculated at budgeted exchange rates at the time the target is set. (2) Measurement of performance is subject to certain automatic adjustments. For the fiscal 2023 PSU grants (which reflect the impact, where appropriate, of tax, currency and non-controlling interest), these include: (i) the impact of returns and charges associated with restructuring and other activities related to the Company’s Post-COVID Business Acceleration Program and the PRGP, (ii) goodwill and other intangible asset impairments, (iii) U.S. deferred tax asset valuation allowance adjustment, and (iv) talcum litigation settlement agreements. Fiscal 2025 Annual PSU Grants. As noted above, the fiscal 2025 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 “Annual Performance Share Units.” The maximum payout is 160%. The targets for the PSU opportunities and corresponding payouts for PSUs granted in fiscal 2025 for the three-year period ending June 30, 2027 are based on CAGR, as follows:

  79. Long-Term Equity-Based Compensation

    | | Fiscal 2025 through Fiscal 2027 Target | Threshold(2) | | Target | | Maximum | | | | | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | % of Target | Payout (% of Oppty) | | Net Sales (CAGR)(1) | 1.6% – 3.6% | 90.5% | 50.0% | 94.4% – 100.0% | 100.0% | 104.3% | 160.0% | | Diluted EPS (CAGR) | 13.6% – 17.8% | 68.9% | 50.0% | 89.6% – 100.0% | 100.0% | 113.8% | 160.0% | | ROIC (CAGR) | 6.0% – 9.2% | 73.7% | 50.0% | 91.6% – 100.0% | 100.0% | 111.6% | 160.0% |

  80. Long-Term Equity-Based Compensation

    (1) Net Sales are calculated at budgeted exchange rates at the time the target is set. 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

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  82. Long-Term Equity-Based Compensation

    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. In fiscal 2025, annual stock options constituted approximately 20% of the total grant date value of equity-based compensation awarded to executive officers. We believe that stock options are performance-based because the exercise price is equal to the closing price of the underlying Class A Common Stock on the date the option is granted. Under our Share Incentive Plan, the exercise price of options cannot be lower than such closing price. 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 14 months, 26 months, and 38 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.” 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. In fiscal 2025, annual RSUs constituted approximately 40% of the total grant date value of equity-based compensation awarded 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. 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.” RSUs are subject to restrictions on transfer and forfeiture prior to vesting. Upon payout, shares will be withheld to satisfy statutory tax obligations. Non-annual Long-Term Equity Grants. Periodically, the Subcommittee awards non-annual long-term equity grants to select executives to support retention and incentivize sustained performance. These awards typically vest in full after an extended vesting period and are forfeited if the executive retires before the vesting date. Periodically, the Subcommittee awards equity in connection with a promotion or to compensate equity awards forfeited from a prior employer in order to join the Company. In fiscal 2025, no such non-annual long-term equity grants were awarded to our NEOs except for Ms. La Lande who received a long-term equity award with a grant date fair value of $4,000,000 to compensate her for equity awards forfeited from a prior employer in connection with her appointment as Executive Vice President and General Counsel of the Company. See “Grants of Plan-Based Awards in Fiscal 2025.” Equity-Based Compensation Granted in Fiscal 2025. 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 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 2025 annual equity grants were awarded in August 2024. In connection with his promotion to President and CEO, Mr. de La Faverie received pro-rated long-term equity awards with an aggregate grant date fair value of $3,259,500, which reflects his time in the role during the second half of fiscal 2025. See also “Grants of Plan-Based Awards in Fiscal 2025” and “Summary Compensation Table.”

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  84. Long-Term Equity-Based Compensation

    CEO Compensation

  85. Stéphane de La Faverie

    Stéphane de La Faverie Fiscal 2025 Compensation. In connection with Mr. de La Faverie’s promotion to President and Chief Executive Officer, effective January 1, 2025, and under his Amended Employment Agreement, his annual base salary was set at $1.5 million (from $1.25 million), his annual target incentive bonus opportunity was set at $3.0 million (from $1.6 million), and his annual target equity opportunity was set at $10.0 million (from $2.95 million). Mr. de La Faverie’s equity grants in fiscal 2025 were comprised of 40% PSUs, 40% RSUs, and 20% Stock Options. Fiscal 2026 Compensation Decisions for the CEO. For fiscal 2026, Mr. de La Faverie’s annual base salary remains at $1.5 million, his target incentive bonus opportunity remains at $3.0 million, and his target equity opportunity remains at $10 million. In August 2025 (fiscal 2026), we granted Mr. de La Faverie annual equity-based compensation with an aggregate value of approximately $10.5 million, comprised of 60% Stock Options and 40% RSUs. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2026. In addition, we granted Mr. de La Faverie an RSU award pursuant to the PRGP Incentive Program (the “PRGP IP”). See "Profit Recovery and Growth Plan Incentive Program" below. These equity awards will appear in our “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2026” in our Proxy Statement for the 2026 Annual Meeting of Stockholders. Named Executive Officer Transitions (Fabrizio Freda, Tracey T. Travis, and Peter Jueptner) Fabrizio Freda. Mr. Freda stepped down from his role as President and CEO, effective December 31, 2024. He remains employed as a Special Advisor from January 1, 2025 until he retires on June 30, 2026. Pursuant to Mr. Freda’s amended employment agreement, for fiscal 2025 and fiscal 2026 (which includes the period he is serving as a Special Advisor), his annual base salary rate remains at $2.1 million. His annual target bonus opportunity remains at $5.78 million, and his equity award target opportunity remains at $12.5 million. In August 2025 (fiscal 2026), we granted Mr. Freda annual equity-based compensation with an aggregate value of approximately $12.5 million. In addition, we granted Mr. Freda an RSU award pursuant to the PRGP IP. See "Profit Recovery and Growth Plan Incentive Program" below. See also “Potential Payments upon Termination of Employment or Change in Control” for information about additional payments and other benefits provided to Mr. Freda after June 30, 2025. Non-annual Price-Vested Units (“PVUs”) and Performance Share Units (“PSUs”) Grants in March 2021 (fiscal 2021) to Fabrizio Freda. On March 11, 2021, the 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 were not intended to be delivered to Mr. Freda until after the fiscal year ending June 30, 2025, which reflected the Company’s desire to further align his interests with those of our stockholders over that extended period of time. Price-Vested Units granted in March 2021. The PVU award covered an aggregate of 85,927 shares divided into three tranches each with its own stock price goal that must have been achieved on or before June 30, 2024, and all three tranches were subject to the Cumulative Operating Income goal, measured from July 1, 2021 through June 30, 2025 as described below. The goals were determined by applying cumulative annual growth rates of 6%, 7% and 8% to the average closing price of the Class A Common Stock for the 60 trading days prior to the grant. The aggregate grant date fair value of the award (i.e. all three tranches) was approximately $20 million, estimated using the Monte Carlo Method that includes assumptions relating to share price volatility, dividend yield and risk-free interest rate, while the aggregate grant value realized at the time of delivery was approximately $7.74 million.

  86. Stéphane de La Faverie

    (1) This Stock Price Goal was achieved as of July 29, 2021. (2) This Stock Price Goal was achieved as of September 7, 2021. (3) This Stock Price Goal was achieved as of November 24, 2021. Stock Price Goals. The PVU Agreement generally provided that the vesting of each tranche is contingent upon the Company’s achievement of the respective Stock Price Goal, which means that the average closing price per share of the Company’s Class A Common Stock traded on the New York Stock Exchange be at or above the applicable Stock Price Goal (in the table above) for 20 consecutive trading days during the applicable performance period. As reflected in the table above, each of the three Stock Price Goals was achieved. Cumulative Operating Income Goal. The PVU Agreement also generally provided that the vesting of each tranche is contingent on the Company achieving positive Cumulative Operating Income from July 1, 2021 through June 30, 2025. For purposes of the PVU award, “Cumulative Operating Income” means the sum of the operating income for each fiscal year in such Performance Period, subject to certain automatic adjustments including: changes in accounting principles; impairment of goodwill and other intangible assets; impact of discontinued operations; non-recurring and non-operating income and expenses; and the impact of unplanned acquisitions. Because the Company achieved positive Cumulative Operating Income from July 1, 2021 through June 30, 2025 and each of the three Stock Price Goals were achieved, Mr. Freda received 38,408 net shares on September 2, 2025 for payment of the March 2021 PVU, with 47,519 shares withheld to satisfy taxes. In addition, he received a cash payment for dividend equivalents on this award in the amount of $841,225. Performance Share Units granted in March 2021. The PSU award covered 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, while the aggregate grant value realized at the time of delivery was approximately $6.18 million. The service period, performance period, and share delivery date were as follows:

  87. Stéphane de La Faverie

    The PSU Agreement generally provided 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. Because the Company achieved positive Cumulative Operating Income from July 1, 2021 through June 30, 2025, on September 2, 2025, Mr. Freda received 30,654 net shares for payment of the March 2021 PSU, with 37,924 shares withheld to satisfy taxes. In addition, he received a cash payment for dividend equivalents on this award in the amount of $671,379.

  88. Stéphane de La Faverie

    Tracey T. Travis. Ms. Travis retired from the Company effective June 30, 2025. She was Executive Vice President and Chief Financial Officer through October 31, 2024 and, thereafter, Executive Vice President, Senior Adviser through June 30, 2025. For fiscal 2025, Ms. Travis received her salary as an employee through June 30, 2025. The grants reported for Ms. Travis in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table were made in August 2024. The amount reported for Ms. Travis in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table is her incentive payout under our EAIP. In addition, see “Potential Payments upon Termination of Employment or Change in Control” for information about additional payments and other benefits provided after June 30, 2025. Ms. Travis received a long-term (non-annual) PSU award on September 2, 2021 in respect of 14,533 shares. The grant date fair value of the PSU award was approximately $5.0 million, based on the closing price of our Class A Common Stock on the date of grant, while the grant value realized at the time of delivery was approximately $1.3 million. The PSU Agreement generally provided that the vesting of the PSU award was contingent on service through June 30, 2025 and the Company achieving positive Cumulative Operating Income during the relevant performance period. Because the Company achieved positive Cumulative Operating Income from July 1, 2021 through June 30, 2025, on September 2, 2025, Ms. Travis received 8,571 net shares, with 5,962 shares withheld to satisfy taxes. In addition, she received a cash payment for dividend equivalents on this award in the amount of $126,873. Peter Jueptner. Mr. Jueptner left the Company effective June 30, 2025. He was Group President, International. For fiscal 2025, Mr. Jueptner received his salary as an employee through June 30, 2025. The grants reported for Mr. Jueptner in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table were made in August 2024. The amount reported for Mr. Jueptner in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table is his incentive payout under our EAIP. In addition, see “Potential Payments upon Termination of Employment or Change in Control” for information about additional payments and other benefits provided after June 30, 2025. Fiscal 2026 Compensation Decisions for Akhil Shrivastava, Jane Hertzmark Hudis, and Rashida La Lande Akhil Shrivastava, Executive Vice President and Chief Financial Officer. Mr. Shrivastava became Executive Vice President and Chief Financial Officer on November 1, 2024. Previously, he was Senior Vice President, Corporate Controller. For fiscal 2026, Mr. Shrivastava’s annual base salary is $900,000, his target incentive bonus opportunity is $1.04 million, and his target equity opportunity is $1.9 million. In August 2025 (fiscal 2026), we granted Mr. Shrivastava equity-based compensation with an aggregate value of approximately $1.88 million, comprised of 60% Stock Options and 40% RSUs. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2026. In addition, we granted Mr. Shrivastava an RSU award pursuant to the PRGP IP. See "Profit Recovery and Growth Plan Incentive Program" below. Jane Hertzmark Hudis, Executive Vice President, Chief Brand Officer. Ms. Hertzmark Hudis became Executive Vice President, Chief Brand Officer on April 1, 2025. Previously, she was Executive Group President. For fiscal 2026, Ms. Hertzmark Hudis’s annual base salary is $1.34 million, her target incentive bonus opportunity is $2.27 million, and her target equity opportunity is $4.46 million. In August 2025 (fiscal 2026), we granted Ms. Hertzmark Hudis equity-based compensation with an aggregate value of approximately $4.70 million, comprised of 60% Stock Options and 40% RSUs. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2026. In addition, we granted Ms. Hertzmark Hudis an RSU award pursuant to the PRGP IP. See "Profit Recovery and Growth Plan Incentive Program" below. Rashida La Lande, Executive Vice President and General Counsel. Ms. La Lande joined the Company in August 2024 (fiscal 2025). For fiscal 2026, Ms. Lande’s annual base salary is $927,000, her target incentive bonus opportunity is $1.44 million, and her target equity opportunity is $2.5 million. In August 2025 (fiscal 2026), we granted Ms. La Lande equity-based compensation with an aggregate value of approximately $2.64 million, comprised of 60% Stock Options and 40% RSUs.

  89. Stéphane de La Faverie

    These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2026. In addition, pursuant to her employment agreement, Ms. La Lande received a cash bonus of $1.0 million in August 2025 (fiscal 2026) for compensation forfeited at her prior employer. In addition, we granted Ms. La Lande an RSU award pursuant to the PRGP IP. See "Profit Recovery and Growth Plan Incentive Program" below. Profit Recovery and Growth Plan Incentive Program We launched the PRGP to help rebuild our profit margins and grow sales in fiscal 2024. As part of the PRGP, our senior leaders have been leading their teams through this time of change as well as working to implement key PRGP pillars and managing their current business responsibilities. To incentivize and retain leaders who are critical to the success of the PRGP and our enterprise goals and to acknowledge the substantial additional work that is being delivered on the PRGP commitments, the Company implemented the PRGP IP that resulted in an additional, one-time grant of RSUs under the Share Incentive Plan for achieving certain metrics, as set forth below. Seventy percent (70%) of the PRGP performance is tied to the fiscal 2025 PRGP external financial net benefit commitments, while thirty percent (30%) is linked to adoption and leadership key performance indicators to support the long-term sustainability of the changes being implemented.

  90. Stéphane de La Faverie

    | Profit Recovery and Growth Plan Incentive Program Fiscal 2025 | | | Performance Period | July 1, 2024 – June 30, 2025 (Fiscal 2025) | | Metrics | Enterprise Fiscal 2025 PRGP Net Benefits (70%) Enterprise Adoption and Leadership Key Performance Indicators (30%) | | Award Type | RSU Grant | | Grant Date | August 28, 2025 (Fiscal 2026) | | Vesting Schedule | November 1, 2027 (26-month Vesting) |

  91. Stéphane de La Faverie

    | | | Targets | | | Actual Performance | | | | Metrics | Weighting | Threshold | Target | Maximum | Actual | % of Target | Payout (% of Oppty) | | Enterprise Fiscal 2025 PRGP Net Benefits | 70.0% | $528 million | $660 million | $924 million | $1,004 million | 152.1% | 200.0% | | Enterprise Adoption and Leadership Key Performance Indicators | | | | | | | | | Consumer Facing Spend as a % of Net Sales | 10.0% | 32.0% | 33.0% | 34.0% | 37.8% | 114.5% | 200.0% | | General & Administrative Costs as a % of Net Sales | 10.0% | 31.0% | 30.0% | 29.0% | 32.0% | 106.7% | 0.0% | | Leadership | 10.0% | 53.0% | 60.0% | 75.0% | 54.8% | 91.3% | 72.1% | | Aggregate Payout | | | | | | | 167.2% |

  92. Stéphane de La Faverie

    | Named Executive Officer(1) | Fiscal 2026 Annual Target Equity Opportunity ($) | PRGP IP Target (%) | PRGP IP Results (%) | PRGP IP Equity Grant ($) | | Stéphane de La Faverie | $10,000,000 | 25.0% | 167.2% | $4,180,000 | | Akhil Shrivastava | 1,900,000 | 25.0% | 167.2% | 794,200 | | Jane Hertzmark Hudis | 4,456,000 | 25.0% | 167.2% | 1,862,608 | | Rashida La Lande | 2,500,000 | 25.0% | 167.2% | 1,045,000 | | Fabrizio Freda | 12,500,000 | 25.0% | 167.2% | 5,225,000 |

  93. Stéphane de La Faverie

    | 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) | | |

  94. Stéphane de La Faverie

    immediate family members). However, any shares of Common Stock that are hedged or pledged do not count for purposes of these stock ownership guidelines. 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). 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) 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. 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. 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, 2025. 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.

  95. Stéphane de La Faverie

    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.

  96. Summary Compensation Table

    Summary Compensation Table The following table, notes, and narratives describe the compensation for our “Named Executive Officers,” consisting of our (a) current and former Chief Executive Officer, (b) current and former Chief Financial Officer, and (c) three other most highly compensated executive officers serving at the end of our fiscal year ended June 30, 2025 (“fiscal 2025”). Our fiscal year ended June 30, 2024 is referred to as “fiscal 2024,” and our fiscal year ended June 30, 2023 is referred to as “fiscal 2023.” 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.

  97. Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Stéphane de La Faverie(7) President and Chief Executive Officer | 2025 | $1,375,000 | $0 | $5,392,422 | $1,348,109 | $1,181,100 | $167,378 | $149,499 | $9,613,508 | | | 2024 | 1,250,000 | 0 | 2,281,418 | 1,140,583 | 1,152,250 | 56,836 | 55,835 | 5,936,922 | | Akhil Shrivastava(8) Executive Vice President and Chief Financial Officer | 2025 | 840,333 | 0 | 1,823,966 | 456,055 | 443,000 | 52,048 | 51,477 | 3,666,879 | | Jane Hertzmark Hudis Executive Vice President, Chief Brand Officer | 2025 | 1,344,000 | 0 | 3,317,502 | 829,465 | 1,008,250 | 290,773 | 62,156 | 6,852,146 | | | 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 | | Rashida La Lande(9) Executive Vice President and General Counsel | 2025 | 784,091 | 2,800,000 | 6,000,052 | 499,955 | 752,550 | 0 | 56,693 | 10,893,341 | | Fabrizio Freda Former President and Chief Executive Officer | 2025 | 2,100,000 | 0 | 9,000,032 | 2,249,994 | 3,096,850 | 1,160,671 | 185,855 | 17,793,402 | | | 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 | | Tracey T. Travis Former Executive Vice President and Chief Financial Officer | 2025 | 1,195,000 | 0 | 4,189,180 | 1,047,232 | 819,000 | 161,384 | 58,295 | 7,470,091 | | | 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 | | Peter Jueptner Former Group President, International | 2025 | 1,250,000 | 0 | 2,688,030 | 671,988 | 946,950 | 170,140 | 106,282 | 5,833,390 | | | 2023 | 1,176,250 | 0 | 4,259,083 | 879,380 | 636,350 | 148,602 | 120,491 | 7,220,156 |

  98. Summary Compensation Table

    Certain amounts may not sum due to rounding (1) Compensation is provided for fiscal years in which the individual was a Named Executive Officer. 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, 2025. Amounts shown for Mr. de La Faverie for fiscal 2025 include the equity grants he received in February 2025 in connection with his promotion to President and CEO. Amounts shown for Ms. La Lande include the additional equity grant she received in August 2024 to compensate her for equity awards forfeited at her prior employer. 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 awarded in fiscal 2025 (assuming the grant date stock price) are as follows: for Mr. de La Faverie, $2,227,858 (August 2024 PSU) and $2,086,128 (February 2025 PSU); Mr. Shrivastava; $1,459,173; Ms. Hertzmark Hudis $2,654,039; Ms. La Lande $1,600,057; Mr. Freda $7,200,025; Ms. Travis $3,351,400; and Mr. Jueptner $2,150,498.

  99. Summary Compensation Table

    | | 2025 Proxy Statement | 71 |

  100. Summary Compensation Table

    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, 2025. Amounts shown for Mr. de La Faverie for fiscal 2025 include the equity grant he received in February 2025 in connection with his promotion to President and CEO. See “Grants of Plan-Based Awards in Fiscal 2025” for information about option awards granted in fiscal 2025 and “Outstanding Equity Awards at June 30, 2025” for information with respect to options outstanding at June 30, 2025. (4) Amounts represent incentive payments made in respect of each fiscal year under our EAIP. See “Grants of Plan-Based Awards in Fiscal 2025” for the potential payouts to which the executive was entitled depending on the outcome of the performance criteria in fiscal 2025. See “Compensation Discussion and Analysis − Elements of Compensation − Annual Incentive Bonus.” (5) 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. 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.” None of the NEOs deferred a portion of their compensation in fiscal 2025. (6) The amounts shown for fiscal 2025 in the “All Other Compensation” column are comprised of the following:

  101. Summary Compensation Table

    | Name | Matching 401(k) Savings Plan Contributions Made on Behalf of the Executives | Company-Paid Premiums for Executive Life Insurance | Perquisite Allowance(a) | Financial Counseling(a) | Personal Use of Company Autos and Company Aircraft(b) | Companion Travel | Additional Amounts(c) | Total – All Other Compensation | | Stéphane de La Faverie | $17,469 | $7,385 | $15,000 | $3,500 | $50,231 | $5,500 | $50,414 | $149,499 | | Akhil Shrivastava | 19,077 | 0 | 15,000 | 5,000 | 12,400 | 0 | 0 | 51,477 | | Jane Hertzmark Hudis | 17,820 | 12,225 | 13,911 | 5,000 | 13,200 | 0 | 0 | 62,156 | | Rashida La Lande | 17,250 | 0 | 23,971 | 4,011 | 11,461 | 0 | 0 | 56,693 | | Fabrizio Freda | 17,707 | 48,465 | 34,000 | 5,000 | 25,370 | 55,313 | 0 | 185,855 | | Tracey T. Travis | 17,451 | 7,644 | 15,000 | 5,000 | 13,200 | 0 | 0 | 58,295 | | Peter Jueptner | 17,923 | 45,351 | 29,808 | 0 | 13,200 | 0 | 0 | 106,282 |

  102. Summary Compensation Table

    Certain amounts may not sum due to rounding (a) The perquisite allowance and reimbursement for financial counseling services are administered on a calendar year basis. (b) The amounts shown in this column for each NEO except Mr. Freda reflect a monthly automobile allowance. For Mr. de La Faverie and 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. (c) In connection with entry into his amended employment agreement, dated October 29, 2024, the perquisite amount for Mr. de La Faverie includes a one-time cash payment of $25,000 plus a payment of $25,414 to cover related income taxes. We provide our NEOs (as well as other employees) the ability to obtain a limited amount of Company products for free each year and at a discount. The incremental cost of Annual Gratis did not exceed $2,500 for any of the NEOs. Mr. de La Faverie was promoted to President and Chief Executive Officer effective January 1, 2025. His base salary, bonus, and equity were pro-rated for the time in his new role as President and Chief Executive Officer.

  103. Summary Compensation Table

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  104. Summary Compensation Table

    Mr. Shrivastava was promoted to Executive Vice President and Chief Financial Officer effective November 1, 2024. His base salary and bonus were pro-rated for the time in his new role as Executive Vice President and Chief Financial Officer. (9) Ms. La Lande joined the Company as Executive Vice President and General Counsel effective August 19, 2024. Pursuant to her employment agreement, Ms. La Lande received a cash bonus of $2.8 million in September 2024 to compensate her for bonus amounts forfeited at her prior employer.

  105. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table sets forth information with respect to each award of plan-based compensation in fiscal 2025 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.

  106. Grants of Plan-Based Awards in Fiscal 2025

    | | | | 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 (#) | | | | | | Stéphane de La Faverie | EAIP | N/A | $1,147,124 | $2,294,247 | $3,441,371 | | | | | | | | | | PSU | 8/27/2024 | | | | 7,497 | 14,993 | 23,989 | | | | $1,392,400 | | | PSU(6) | 2/24/2025 | | | | 8,681 | 17,361 | 27,778 | | | | 1,303,811 | | | RSU | 8/27/2024 | | | | | | | 14,993 | | | 1,392,400 | | | RSU(6) | 2/24/2025 | | | | | | | 17,361 | | | 1,303,811 | | | Options | 8/27/2024 | | | | | | | | 23,246 | $92.87 | 696,218 | | | Options(6) | 2/24/2025 | | | | | | | | 23,035 | 75.10 | 651,891 | | Akhil Shrivastava | EAIP | N/A | 418,281 | 836,562 | 1,254,843 | | | | | | | | | | PSU | 8/27/2024 | | | | 4,910 | 9,820 | 15,712 | | | | 911,983 | | | RSU | 8/27/2024 | | | | | | | 9,820 | | | 911,983 | | | Options | 8/27/2024 | | | | | | | | 15,565 | 92.87 | 456,055 | | Jane Hertzmark Hudis | EAIP | N/A | 1,060,240 | 2,120,480 | 3,180,720 | | | | | | | | | | PSU | 8/27/2024 | | | | 8,931 | 17,861 | 28,578 | | | | 1,658,751 | | | RSU | 8/27/2024 | | | | | | | 17,861 | | | 1,658,751 | | | Options | 8/27/2024 | | | | | | | | 27,695 | 92.87 | 829,465 | | Rashida La Lande | EAIP | N/A | 700,000 | 1,400,000 | 2,100,000 | | | | | | | | | | PSU | 8/27/2024 | | | | 5,384 | 10,768 | 17,229 | | | | 1,000,024 | | | RSU | 8/27/2024 | | | | | | | 10,768 | | | 1,000,024 | | | RSU(7) | 8/27/2024 | | | | | | | 43,071 | | | 4,000,004 | | | Options | 8/27/2024 | | | | | | | | 16,693 | 92.87 | 499,955 | | Fabrizio Freda | EAIP | N/A | 2,887,500 | 5,775,000 | 8,662,500 | | | | | | | | | | PSU | 8/27/2024 | | | | 24,228 | 48,455 | 77,528 | | | | 4,500,016 | | | RSU | 8/27/2024 | | | | | | | 48,455 | | | 4,500,016 | | | Options | 8/27/2024 | | | | | | | | 75,125 | 92.87 | 2,249,994 | | Tracey T. Travis | EAIP | N/A | 790,000 | 1,580,000 | 2,370,000 | | | | | | | | | | PSU | 8/27/2024 | | | | 11,277 | 22,554 | 36,087 | | | | 2,094,590 | | | RSU | 8/27/2024 | | | | | | | 22,554 | | | 2,094,590 | | | Options | 8/27/2024 | | | | | | | | 34,966 | 92.87 | 1,047,232 | | Peter Jueptner | EAIP | N/A | 800,000 | 1,600,000 | 2,400,000 | | | | | | | | | | PSU | 8/27/2024 | | | | 7,236 | 14,472 | 23,156 | | | | 1,344,015 | | | RSU | 8/27/2024 | | | | | | | 14,472 | | | 1,344,015 | | | Options | 8/27/2024 | | | | | | | | 22,437 | 92.87 | 671,988 |

  107. Grants of Plan-Based Awards in Fiscal 2025

    (1) The amounts shown represent the possible aggregate payouts in respect of fiscal 2025 under the EAIP for the achievement of all performance metrics at the threshold, target, and maximum levels. Actual payouts for fiscal 2025 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.” 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 August 2024 and the February 2025 PSUs granted to Mr. de La Faverie at the threshold, target, and maximum levels. See “Compensation Discussion and

  108. Grants of Plan-Based Awards in Fiscal 2025

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  109. Grants of Plan-Based Awards in Fiscal 2025

    Analysis − Elements of Compensation − Long-Term Equity-Based Compensation − Annual Performance Share Units.” Future payout of 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, 2027; these goals were set in August 2024. Payout of 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.” For each executive officer, no payout of these 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 2025. Annual RSUs generally vest in three equal installments approximately 14 months, 26 months, and 38 months from the date of grant. In addition, the amounts shown for Ms. La Lande include the number of shares of Class A common stock underlying the grant of RSUs she received upon commencement of her employment as set forth in note (7) below. The vesting of these 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.” See “Compensation Discussion and Analysis − Elements of Compensation − Long-Term Equity-Based Compensation − Annual Restricted Stock Units.” (4) The amounts shown represent the number of shares of Class A Common Stock underlying stock options granted in fiscal 2025. 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 14 months, 26 months, and 38 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.” See “Compensation Discussion and Analysis − Elements of Compensation − Long-Term Equity-Based Compensation − Annual Stock Options.” (5) The amounts shown have been determined in accordance with FASB ASC Topic 718. See notes (2) and (3) of the Summary Compensation Table for description of assumptions used in determining the grant date fair value of these awards. (6) On February 24, 2025, Mr. de La Faverie received PSUs, RSUs and stock options in connection with his promotion to President and Chief Executive Officer. For fiscal 2025, his total equity-award target opportunity is pro-rated based on his time in the role of President and Chief Executive Officer, which includes the February 2025 grant. The RSU and Stock Option grants to Mr. de La Faverie vest in equal thirds beginning in February 2026 and annually thereafter. As set forth in note (2) above, future payout of PSUs is generally subject to the achievement of our Net Sales, Diluted EPS, and ROIC goals set in August 2024 for the three-year period ending June 30, 2027. (7) The RSU grant to Ms. La Lande vests in equal thirds beginning in August 2025 and annually thereafter. See “Compensation Discussion and Analysis – Employment Agreements.”

  110. Outstanding Equity Awards at June 30, 2025

    Outstanding Equity Awards at June 30, 2025 The following table sets forth information with respect to outstanding equity awards on June 30, 2025 under our plans existing at the time of grant for each NEO.

  111. Outstanding Equity Awards at June 30, 2025

    | | | 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) | | 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 | 9,108 | 0 | 344.060 | 9/2/31 | | | | | | | | | 9/6/22 | 10,242 | 5,121 | 246.150 | 9/6/32 | RSU | 1,638 | $142,719 | PSU | 0 | $0 | | | 8/28/23 | 7,039 | 14,079 | 156.390 | 8/28/33 | RSU | 4,863 | 414,084 | PSU | 3,647 | 310,542 | | | 8/27/24 | 0 | 23,246 | 92.870 | 8/27/34 | RSU | 14,993 | 1,237,072 | PSU | 7,497 | 618,577 | | | 2/24/25(6) | 0 | 23,035 | 75.100 | 2/24/35 | RSU | 17,361 | 1,414,922 | PSU | 8,681 | 707,502 | | Akhil Shrivastava | 9/3/20 | 2,091 | 0 | 218.060 | 9/3/30 | | | | | | | | | 9/2/21 | 1,060 | 0 | 344.060 | 9/2/31 | | | | | | | | | 9/6/22 | 907 | 454 | 246.150 | 9/6/32 | RSU | 150 | 12,297 | PSU | 0 | 0 | | | 8/28/23 | 675 | 1,352 | 156.390 | 8/28/33 | RSU | 469 | 38,416 | PSU | 343 | 29,206 | | | 2/26/24 | — | — | — | — | RSU(7) | 10,530 | 861,904 | — | — | — | | | 8/27/24 | 0 | 15,565 | 92.870 | 8/27/34 | RSU | 9,896 | 809,998 | PSU | 4,910 | 405,124 | | 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 | 16,206 | 0 | 344.060 | 9/2/31 | | | | | | | | | 9/6/22 | 12,526 | 6,263 | 246.150 | 9/6/32 | RSU | 2,058 | 179,314 | PSU | 0 | 0 | | | 8/28/23 | 8,607 | 17,215 | 156.390 | 8/28/33 | RSU | 5,946 | 506,302 | PSU | 4,460 | 379,769 | | | 8/27/24 | 0 | 27,695 | 92.870 | 8/27/34 | RSU | 17,861 | 1,473,711 | PSU | 8,931 | 736,897 | | Rashida La Lande | 8/27/24 | 0 | 16,693 | 92.870 | 8/27/34 | RSU | 10,768 | 888,468 | PSU | 5,384 | 444,234 | | | 8/27/24 | — | — | — | — | RSU(8) | 43,071 | 3,553,788 | — | — | — | | 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 | | | | | | | | | 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(9) | 85,927 | 7,784,127 | | | 3/11/21 | — | — | — | — | — | — | — | PSU(10) | 68,578 | 6,212,481 | | | 9/2/21 | 55,542 | 0 | 344.060 | 9/2/31 | — | — | — | — | — | — | | | 9/6/22 | 42,936 | 21,469 | 246.150 | 9/6/32 | RSU | 7,053 | 614,528 | PSU | 0 | 0 | | | 8/28/23 | 23,145 | 46,290 | 156.390 | 8/28/33 | RSU | 15,986 | 1,361,208 | PSU | 11,989 | 1,020,863 | | | 8/27/24 | 0 | 75,125 | 92.870 | 8/27/34 | RSU | 48,455 | 3,998,022 | PSU | 24,228 | 1,999,052 | | 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 | 21,589 | 0 | 344.060 | 9/2/31 | | | | | | | | | 9/2/21 | — | — | — | — | — | — | — | PSU(11) | 14,533 | 1,301,139 | | | 9/6/22 | 25,048 | 0 | 246.150 | 9/6/32 | RSU | 2,743 | 238,998 | PSU | 0 | 0 | | | 8/28/23 | 35,366 | 0 | 156.390 | 8/28/33 | RSU | 8,143 | 693,376 | PSU | 6,107 | 520,011 | | | 8/27/24 | 34,966 | 0 | 92.870 | 8/27/34 | RSU | 22,554 | 1,860,931 | PSU | 11,277 | 930,465 | | Peter Jueptner | 9/4/15 | 15,238 | 0 | 77.350 | 9/4/25 | | | | | | | | | 9/6/16 | 17,128 | 0 | 89.470 | 9/6/26 | | | | | | | | | 9/5/17 | 14,592 | 0 | 107.950 | 9/5/27 | | | | | | | | | 9/4/18 | 9,982 | 0 | 138.150 | 9/4/28 | | | | | | | | | 9/3/19 | 7,661 | 0 | 199.490 | 9/3/29 | | | | | | | | | 9/3/20 | 8,217 | 0 | 218.060 | 9/3/30 | | | | | | | | | 9/2/21 | 4,936 | 0 | 344.060 | 9/2/31 | | | | | | | | | 9/6/22 | 10,874 | 0 | 246.150 | 9/6/32 | RSU | 1,191 | 103,772 | PSU | 0 | 0 | | | 2/27/23 | — | — | — | — | RSU(12) | 8,031 | 694,441 | — | — | — | | | 8/28/23 | 19,996 | 0 | 156.390 | 8/28/33 | RSU | 4,604 | 392,031 | PSU | 3,453 | 294,023 | | | 8/27/24 | 22,437 | 0 | 92.870 | 8/27/34 | RSU | 14,472 | 1,194,085 | PSU | 7,236 | 597,042 |

  112. Outstanding Equity Awards at June 30, 2025

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  113. Outstanding Equity Awards at June 30, 2025

    Stock options granted prior to fiscal 2025 generally become exercisable in three equal installments approximately 16 months, 28 months, and 40 months after the date of grant. Stock options granted in fiscal 2025 generally become exercisable in three equal installments approximately 14 months, 26 months, and 38 months after the date of grant. Stock Options 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.” The February 2025 stock option grant to Mr. de La Faverie is discussed in note (6) below. (2) 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.” The February 2025 RSU grant to Mr. de La Faverie is discussed in note (6) below. The February 2024 non-annual RSU grant to Mr. Shrivastava is discussed in note (7) below. The August 2024 non-annual RSU grant to Ms. La Lande for 43,071 shares is discussed in note (8) below. The February 2023 non-annual RSU grant to Mr. Jueptner is discussed in note (12) below. (3) Represents the sum of (a) the product of (i) $80.80 (the closing price of the Class A Common Stock on June 30, 2025, the last trading day of fiscal 2025) 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, 2025, the NEOs had earned dividend equivalents on outstanding unvested RSUs with dollar values as follows: Mr. de La Faverie, $69,313; Mr. Shrivastava, $22,098, Ms. Hertzmark Hudis, $69,435; Ms. La Lande, $92,065; Mr. Freda, $197,043; Ms. Travis, $91,353; and Mr. Jueptner, $97,849. (4) Represents (a) the annual PSUs granted on September 6, 2022 (fiscal 2023), at an aggregate payout of 0%; (b) the threshold level of payout for the annual PSUs granted on (i) August 28, 2023 (fiscal 2024), (ii) August 27, 2024 (fiscal 2025), and (iii) February 24, 2025 (fiscal 2025); (c) the shares underlying the additional (non-annual) equity awards granted to Mr. Freda in March 2021 (fiscal 2021) (PVUs and PSUs), which are discussed in notes (9) and (10), 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 (11) 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 2022 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 of the fiscal 2024 annual PSUs and the fiscal 2025 annual PSUs will be made in early fiscal 2027 and early fiscal 2028, respectively, assuming the performance criteria are achieved. (5) The amounts represent the sum of (a) the product of (i) $80.80 (the closing price of the Class A Common Stock on June 30, 2025, the last trading day of fiscal 2025) and (ii) the number of shares of Class A Common Stock underlying the PSUs and PVUs at the levels described in notes (4), (9), (10), and (11), and (b) the cash dividend equivalents related to such PSUs and PVUs. As of June 30, 2025, the NEOs had dividend equivalents on the outstanding PSUs and PVUs shown in the table, as follows: Mr. de La Faverie, $34,760; Mr. Shrivastava, $9,886; Ms. Hertzmark Hudis, $34,670; Ms. La Lande, $9,207; Mr. Freda, $1,606,185; Ms. Travis, $172,722; and Mr. Jueptner, $27,394. (6) In connection with his promotion to President and CEO, Mr. de La Faverie received pro-rated long-term equity awards on February 24, 2025, which reflects his time in the role during the fiscal year. The RSU and Stock Option grants to Mr. de La Faverie vest in equal thirds beginning in February 2026 and annually thereafter. As set forth in note (4) above, future payout of these PSUs will be made in early fiscal 2028, assuming the performance criteria is achieved. (7) Represents an additional (non-annual) RSU grant to Mr. Shrivastava which vests 50% on each of February 27, 2026 and February 26, 2027, assuming continued employment through such dates. This award was valued at $1.5 million on the date of grant, and it is intended to further align Mr. Shrivastava’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. (8) Represents non-annual RSUs granted to Ms. La Lande that vest in thirds over a three-year period from the grant date. See “Employment Agreements” for additional information about this RSU grant. This award was valued at $4.0 million on the date of grant. 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 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,

  114. Outstanding Equity Awards at June 30, 2025

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  115. Outstanding Equity Awards at June 30, 2025

    and all three tranches were subject to the Cumulative Operating Income goal that was measured from July 1, 2021 through June 30, 2025. Delivery of the shares for each tranche was made on September 2, 2025. The PVUs 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, including Service Periods and Performance Periods, see “Compensation Discussion and Analysis − Named Executive Officer Transitions (Fabrizio Freda, Tracey T. Travis, and Peter Jueptner) − Fabrizio Freda.” Represents the target level of payout for the long-term (non-annual) March 2021 PSU award. This award was subject to the Cumulative Operating Income goal that was measured from July 1, 2021 through June 30, 2025. Delivery of the shares for each tranche was made on September 2, 2025. 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, including Service Period and Performance Period, see “Compensation Discussion and Analysis − Named Executive Officer Transitions (Fabrizio Freda, Tracey T. Travis, and Peter Jueptner) − Fabrizio Freda.” (11) Represents the target level of payout for the long-term (non-annual) PSU award made to Ms. Travis on September 2, 2021. This award was subject to the Cumulative Operating Income goal that was measured from July 1, 2021 through June 30, 2025. Delivery of the shares for this award was made on September 2, 2025. 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, including Service Period and Performance Period, see “Compensation Discussion and Analysis – Named Executive Officer Transitions (Fabrizio Freda, Tracey T. Travis, and Peter Jueptner) – Tracey T. Travis.” (12) Represents an additional (non-annual) RSU grant to Mr. Jueptner that vests on February 27, 2026. 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.

  116. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 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 2025.

  117. Option Exercises and Stock Vested in Fiscal 2025

    | | 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) | | Stéphane de La Faverie | — | — | 10,687(3) | $763,186(4) | | Akhil Shrivastava | — | — | 476(5) | 31,718 | | Jane Hertzmark Hudis | — | — | 16,600(6) | 1,214,757(7) | | Rashida La Lande | — | — | — | — | | Fabrizio Freda | — | — | 215,773(8) | 22,313,949(9) | | Tracey T. Travis | — | — | 8,675(10) | 619,791 | | Peter Jueptner | — | — | 3,902(11) | 276,057 |

  118. Option Exercises and Stock Vested in Fiscal 2025

    (1) Represents the vesting and payout of a portion of annual RSUs granted to the NEOs in September 2021, September 2022, and August 2023, as well as the non-annual RSUs granted to Mr. de La Faverie and Ms. Hertzmark Hudis in September 2021. Also represents the payout of the non-annual PSUs granted to Mr. Freda in February 2018. The table does not include the annual PSUs granted to the NEOs in September 2021 because they yielded no payout. The amounts in the table are gross of shares withheld for taxes. 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.

  119. Option Exercises and Stock Vested in Fiscal 2025

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  120. Option Exercises and Stock Vested in Fiscal 2025

    Includes 2,669 shares withheld from Mr. de La Faverie to satisfy taxes upon vesting of annual RSUs at a combined value of approximately $178,000. Also includes 3,244 shares withheld from Mr. de La Faverie to satisfy taxes upon delivery of shares from a non-annual RSU grant to him in September 2021 that vested in full on November 1, 2024 at a value of approximately $216,000. (4) Includes approximately $421,000 of value realized for the 5,865 shares delivered to Mr. de La Faverie on November 1, 2024 from a non-annual RSU grant made to him in September 2021. As reflected in note (3), shares were withheld to satisfy taxes upon (i) vesting of annual RSUs and (ii) delivery of shares from his September 2021 non-annual RSU. (5) Includes 173 shares withheld from Mr. Shrivastava to satisfy taxes upon vesting of annual RSUs at a combined value of approximately $11,500. (6) Includes 3,556 shares withheld from Ms. Hertzmark Hudis to satisfy taxes upon vesting of annual RSUs at a combined value of approximately $237,000. Also includes 5,626 shares withheld from Ms. Hertzmark Hudis to satisfy taxes upon delivery of shares from a non-annual RSU grant to her in September 2021 that vested in full on November 1, 2024 at a value of approximately $375,000. (7) Includes approximately $755,000 of value realized for the 10,173 shares delivered to Ms. Hertzmark Hudis on November 1, 2024 from a non-annual RSU grant made to her in September 2021. As reflected in note (6), shares were withheld to satisfy taxes upon (i) vesting of annual RSUs and (ii) delivery of shares from her September 2021 non-annual RSU. (8) Includes 10,969 shares withheld from Mr. Freda to satisfy taxes upon vesting of annual RSUs at a combined value of approximately $730,000. Also includes 103,752 shares withheld from Mr. Freda to satisfy taxes upon delivery of shares from a non-annual PSU grant to him in February 2018 that was issued in full on September 3, 2024 at a value of approximately $9.6 million. (9) Includes approximately $20.9 million of value realized for the 195,940 shares issued to Mr. Freda on September 3, 2024 from a non-annual PSU grant to him in February 2018. As reflected in note (8), shares were withheld to satisfy taxes upon (i) vesting of annual RSUs and (ii) delivery of shares from his February 2018 non-annual PSU. (10) Includes 4,134 shares withheld from Ms. Travis to satisfy taxes upon vesting of annual RSUs at a combined value of approximately $275,000. (11) Includes 2,151 shares withheld from Mr. Jueptner to satisfy taxes upon vesting of annual RSUs at a combined value of approximately $143,000.

  121. 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 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

  122. Pension Benefits

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  123. Pension Benefits

    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%. We expect to pay this amount in or about January 2027 in connection with his retirement on June 30, 2026. 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, 2025.

  124. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#)* | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Stéphane de La Faverie | RGA Plan | 14 | $174,137 | $0 | | | Restoration Plan | | 734,454 | 0 | | Akhil Shrivastava | RGA Plan | 9 | 95,713 | 0 | | | Restoration Plan | | 136,665 | 0 | | Jane Hertzmark Hudis | RGA Plan | 39 | 851,431 | 0 | | | Restoration Plan | | 2,714,353 | 0 | | Rashida La Lande | RGA Plan | 0 | 0 | 0 | | | Restoration Plan | | 0 | 0 | | Fabrizio Freda | RGA Plan | 17 | 258,700 | 0 | | | Restoration Plan | | 5,573,005 | 0 | | | Employment Agreement | | 6,478,007 | 0 | | Tracey T. Travis | RGA Plan | 12 | 164,439 | 0 | | | Restoration Plan | | 1,086,241 | 0 | | Peter Jueptner | RGA Plan | 16 | 234,530 | 0 | | | Restoration Plan | | 893,689 | 0 |

  125. Pension Benefits

    * Service shown is allocation service as of June 30, 2025 and is used to determine the level of annual credits for calendar 2025. 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, 2025 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 5.9% discount rate and, for annuities, the SOA PRI-2012 mortality table projected generationally using scale MP-2021, and present values under the Restoration Plan were calculated using a 5.3% discount rate. These assumptions are consistent with the assumptions used in the calculation of our benefit obligations as of June 30, 2025, 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, 2025.

  126. Pension Benefits

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  127. Nonqualified Deferred Compensation in Fiscal 2025

    Nonqualified Deferred Compensation in Fiscal 2025 At June 30, 2025, none of our NEOs had account balances under a non-qualified deferred arrangement, and none deferred any part of their compensation under such an arrangement in fiscal 2025.

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

    Potential Payments upon Termination of Employment or Change of Control Each of our NEOs has an employment agreement and equity grant agreements under the Share Incentive Plan. These agreements specify the payments and benefits the executive would receive under various termination scenarios, including accrued but unpaid salary, unused vacation, earned but unpaid annual bonuses, unreimbursed expenses, and other earned or vested benefits (collectively, “Accrued Benefits”). Fabrizio Freda. In connection with the terms of his employment agreement as Special Advisor to the Company through his retirement on June 30, 2026, Mr. Freda is receiving his annual base salary of $2.1 million, his annual target bonus opportunity of $5.78 million, and an equity award for fiscal 2026 with a value at the time of grant of $12.5 million. Separately, in August 2025, under the PRGP IP, he received RSUs in respect of 56,936 shares valued at $5.2 million at the time of grant. He will also continue to be eligible for benefits generally available to other executive officers (e.g., retirement transition services, reimbursement for financial counseling services and Annual Gratis for life), as well as reimbursement for relocation expenses for he and his family from New York to Italy, cybersecurity and digital privacy protection services for three years post termination, continued access to transportation, security benefits, and office and administrative support through June 30, 2028. Mr. Freda can elect distribution of his accumulated benefits under the RGA Plan in a lump sum or annuity, and the Restoration Plan in compliance with section 409A. If his employment terminates prior to June 30, 2026, except in the case of his voluntary resignation or by the Company for “cause,” Mr. Freda will be paid or provided any remaining compensation or benefits that would have been owed through June 30, 2026, subject to the terms of applicable plans (other than provisions requiring continued employment as a condition to receipt or retention of such amounts). The entitlement applies in the event of an involuntary termination without cause, resignation for a “material breach,” or a termination in connection with a change in control, consistent with provisions removed from his employment agreement. In the event Mr. Freda voluntarily resigns, the amended employment agreement provides for him to receive relocation costs from New York to Italy and ongoing office and administrative support through June 30, 2028. Mr. Freda’s outstanding equity awards (PSUs, RSUs, and stock options) will be treated in accordance with the retirement provisions in the applicable equity award agreements, subject to Mr. Freda neither competing with, nor taking employment with or rendering service to one of our competitors, nor conducting himself in a manner adversely affecting the Company. Tracey T. Travis. In connection with the Company’s executive retirement benefits, Ms. Travis is receiving retirement transition services (up to a total of $75,000). In addition, she is entitled to receive up to $5,000 in reimbursement for financial counseling services for one year and Annual Gratis for life. Ms. Travis can elect distribution of her accumulated benefits under the RGA Plan in a lump sum or annuity, and the Restoration Plan in compliance with section 409A. Ms. Travis’s outstanding equity awards (PSUs, RSUs, and stock options) were treated in accordance with the retirement provisions in the applicable equity award agreements, subject to Ms. Travis neither competing with, nor taking employment with or rendering service to one of our competitors, nor conducting herself in a manner adversely affecting the Company. Peter Jueptner. Pursuant to the terms of Mr. Jueptner’s employment agreement, Mr. Jueptner is receiving his salary and health benefits through June 30, 2027 ($104,167 and $2,548 per month respectively), and a one-time bonus payment equal to 50% of the average EAIP bonus paid to him for the prior two years ($513,300). During this time, he is also entitled to receive up to $5,000 per year in reimbursement for financial counseling services and a monthly auto allowance of $1,100. In addition, he remains entitled to Annual Gratis for life. Mr. Jueptner can elect distribution of his

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

    accumulated benefits under the RGA Plan in a lump sum or annuity, and the Restoration Plan in compliance with section 409A. Mr. Jueptner’s outstanding equity awards (PSUs, RSUs, and stock options) were treated in accordance with the retirement provisions in the applicable equity award agreements, except for the February 2023 non-annual RSU grant, which will be pro-rated per the terms of the agreement, subject to Mr. Jueptner neither competing with, nor taking employment with or rendering service to one of our competitors, nor conducting himself in a manner adversely affecting the Company. Voluntary Termination and Retirement. Each NEO may terminate employment at any time with 90 days’ prior written notice. In such case, the executive will receive Accrued Benefits. Post termination payments or benefit continuation are subject to non-competition and good conduct provisions. Under the employment agreements and applicable award agreements, if the executive is not retirement eligible, vested stock options may be exercised for up to one year following termination (or until the option term ends, if earlier), while all unvested stock options, RSUs, and PSUs are forfeited. If the executive is retirement eligible, unvested stock options become immediately exercisable and remain exercisable through the end of the option term. Annual RSUs and annual PSUs continue to vest and are paid on the original schedule, with PSUs based on actual performance, provided the awards were granted at least six months or one-year, respectively, before the last day of active employment (last day worked). Unless a grant is awarded under the PRGP (see “Compensation Discussion and Analysis – Profit Recovery and Growth Plan Incentive Program”), equity awards granted within six months prior to the retirement date are forfeited upon retirement. Executives are considered retirement eligible if they are at least 55 years old with 10 years of service, or at least 65 years old with 5 years of service. Each of the NEOs is retirement eligible except Mr. de La Faverie, Mr. Shrivastava, and Ms. La Lande. Under Company policy, retired executives may also receive (i) up to $75,000 in transition services and (ii) Annual Gratis for life. Ms. Hertzmark Hudis, is also entitled to life-time annual supplemental payments in connection with healthcare benefits. Termination Due to Permanent Disability. With the exception of Mr. Freda who is entitled to all compensation and benefits owed him through June 30, 2026 (subject to offset by disability payments) and thereafter, as applicable, if an executive’s employment is terminated due to permanent disability (as defined in the executive’s employment agreement), the executive will receive Accrued Benefits, one year of base salary (offset by disability payments), bonus compensation for the fiscal year of termination, pro-rated through the date of termination, and reimbursement for up to $5,000 for financial counseling services over the one-year period. The executive will continue to participate in health and insurance benefit plans for one year and will receive cash payments equivalent to the pension contributions that would otherwise have been made during that period. To the extent required under Section 409A of the Internal Revenue Code, payment of these benefits may be subject to a six-month delay. Pursuant to the equity grant agreements, stock options become immediately exercisable and remain exercisable for one year following the end of salary continuation. RSUs and PSUs continue to vest and are paid in accordance with the original schedule. If the executive is retirement eligible, the retirement treatment described above applies instead. Termination Due to Death. In the event of the executive’s death during employment, the executive’s estate will receive the same payments described above for termination due to permanent disability. RSUs will be paid as soon as practicable after death, and PSUs are paid at target if death occurs before the end of the performance period, or based on actual performance if death occurs after the performance period ends. Termination Without Cause or Resignation for Material Breach. With the exception of Mr. Freda who is not subject to these provisions and will continue to receive all compensation and benefits owed to him through June 30, 2026 (and thereafter, as applicable), if the Company terminates an executive’s employment without cause or the executive resigns for an uncured “material breach,”

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

    the executive will receive Accrued Benefits, two years of base salary, a one-time bonus payment equal to 50% of the average EAIP bonus paid for the two prior years, and reimbursement up to $10,000 for financial counseling services over a two-year period. The executive will also continue to participate in benefit plans and receive pension replacement cash payments for two years, subject to applicable law. 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. Under the equity grant agreements, stock option grants made prior to August 2025 are treated the same as in a disability termination, with all unvested stock options vesting in full upon an involuntary termination without cause. For stock option grants made in or after August 2025, unless the executive is retirement eligible, unvested stock options, like RSUs vest pro rata based on the number of full months the executive is employed or receiving salary continuation during the vesting period. Annual PSUs are forfeited if the termination occurs within the first year of the performance period; if termination occurs after one year, the PSUs vest pro rata based on actual performance. If the executive is retirement eligible, retirement treatment applies instead. Termination Following a Change of Control. With the exception of Mr. Freda who is not subject to this provision and will continue to receive all compensation and benefits owed to him through June 30, 2026 (and thereafter, as applicable), if an executive resigns for “Good Reason” within two years of a “Change of Control” (as defined below), the executive will receive the same payments and benefits as for termination without cause. Under the employment agreements, (a) “Good Reason” means (i) a material diminution in the executive’s role or duties, (ii) a breach of compensation terms not timely cured , (iii) a required relocation of over 50 miles, or (iv) failure by a successor to assume the executive’s employment agreement; and (b) a “Change of Control” or “Change in Control” includes : (i) a change in the majority composition of the Board, (ii) our Class A Common Stock ceasing to be publicly traded, (iii) a merger, sale of substantially all assets, or other transaction that meets these criteria, or (iv) any other event that would require disclosure under the SEC proxy rules. Changes in beneficial ownership among the Lauder family or family-controlled entities or spin-offs of one of our divisions or subsidiaries are not considered a Change of Control. Under our equity grant agreements, all RSUs and PSUs will vest and be paid promptly following a Change of 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 or RSUs are assumed by an acquirer, vesting and/or exercisability will accelerate only if the executive is subsequently terminated without “cause” or resigns for “Good Reason.” PSUs granted prior to November 8, 2024, vest upon a Change in Control based on the greater of (i) target or (ii) actual performance through the Change in Control date, regardless of whether the executive experiences a qualifying termination. PSUs granted on or after November 8, 2024, require both a change in control and a qualifying termination for vesting and will be paid on the same performance basis. Termination for Cause. If an executive is terminated for cause, the executive will receive only Accrued Benefits. All outstanding equity awards are forfeited. Cause includes willful misconduct, material breach of duties, violation of our Code of Conduct, substance abuse affecting performance, or conviction of a felony, as defined in the applicable agreements.

  133. Potential Payments Upon Termination as of Fiscal Year End

    Potential Payments Upon Termination as of Fiscal Year End The following table reflects potential payments and benefits that each NEO, or such executive’s estate, would have received under their employment agreement and applicable plans and grant agreements, including the Share Incentive Plan, if employment had terminated under various circumstances on June 30, 2025, the last day of our fiscal year. Equity award values are based on our closing stock price on the last trading day of fiscal 2025. The estimates presented are based on the following assumptions: • Actual amounts payable will depend on the timing and circumstances of any actual termination; • Each NEO (or estate or beneficiary in the event of death) would receive Accrued Benefits, and except in the case of termination for cause, unpaid bonus compensation for the fiscal year of termination, pro-rated pursuant to the EAIP; • Equity awards reflect unvested awards that would vest or become exercisable as a result of the termination event or Change of Control, based on continued service, accelerated vesting, or actual performance, as applicable. Annual PSU values are calculated at threshold, including the February 2025 grant to Mr. de La Faverie; • Payment of equity awards remains subject to compliance with post-employment covenants, including non-competition and good conduct requirements; and Amounts accrued and vested under our 401(k) Savings Plan, the RGA Plan, the Restoration Plan, and any other retirement or deferred compensation plans are excluded from the table, as they are paid in accordance with the applicable plan terms and do not constitute termination-related payments.

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  135. Potential Payments Upon Termination as of Fiscal Year End

    | | 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) | | Stéphane de La Faverie | | | | | | | | Base Salary(1) | $0 | $0 | $1,500,000 | $1,500,000 | $3,000,000 | $3,000,000 | | Bonus | 0 | 0 | 0 | 0 | 583,338 | 583,338 | | Options | 0 | 0 | 131,300 | 131,300 | 131,300 | 131,300 | | PSUs | 0 | 0 | 3,273,078 | 1,636,621 | 1,636,621 | 1,636,621 | | RSUs | 0 | 0 | 3,208,797 | 3,208,797 | 2,764,152 | 2,764,152 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 28,683 | 57,365 | 57,365 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 81,185 | 215,272 | 215,272 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 25,585 | 51,170 | 71,170 | | Total | $0 | $0 | $8,118,175 | $6,612,171 | $8,439,218 | $8,459,218 | | Akhil Shrivastava | | | | | | | | Base Salary(1) | $0 | $0 | $900,000 | $900,000 | $1,800,000 | $1,800,000 | | Bonus | 0 | 0 | 0 | 0 | 169,986 | 169,986 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | PSUs | 0 | 0 | 868,576 | 434,331 | 434,331 | 434,331 | | Annual RSUs | 0 | 0 | 860,712 | 860,712 | 775,449 | 775,449 | | Non-Annual RSUs | 0 | 0 | 861,904 | 861,904 | 861,904 | 861,904 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 9,993 | 19,986 | 19,986 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 48,068 | 113,662 | 113,662 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 18,200 | 36,400 | 56,400 | | Total | $0 | $0 | $3,496,192 | $3,133,208 | $4,211,718 | $4,231,718 | | 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 | 595,850 | 595,850 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | PSUs | 1,116,666 | 1,116,666 | 2,233,164 | 1,116,666 | 1,116,666 | 1,116,666 | | RSUs | 2,159,327 | 2,159,327 | 2,159,327 | 2,159,327 | 2,159,327 | 2,159,327 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 20,697 | 41,395 | 41,395 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 81,961 | 199,088 | 199,088 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 30,425 | 60,850 | 80,850 | | Total | $3,275,993 | $3,275,993 | $5,741,491 | $4,753,076 | $6,861,176 | $6,881,176 | | Rashida La Lande | | | | | | | | Base Salary(1) | $0 | $0 | $900,000 | $900,000 | $1,800,000 | $1,800,000 | | Bonus | 0 | 0 | 0 | 0 | 538,138 | 538,138 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | PSUs | 0 | 0 | 888,468 | 444,234 | 444,234 | 444,234 | | RSUs | 0 | 0 | 4,442,256 | 4,442,256 | 3,974,650 | 3,974,650 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 33,367 | 66,735 | 66,735 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 17,500 | 35,000 | 35,000 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 18,200 | 36,400 | 56,400 | | Total | $0 | $0 | $6,235,724 | $5,855,557 | $6,895,156 | $6,915,156 | | Fabrizio Freda(6) | | | | | | | | Base Salary(1) | $0 | $0 | $2,100,000 | $2,100,000 | $2,100,000 | $2,100,000 | | Bonus | 0 | 0 | 5,775,000 | 5,775,000 | 5,775,000 | 5,775,000 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | PSUs | 3,019,916 | 3,019,916 | 6,039,749 | 3,019,916 | 3,019,916 | 3,019,916 | | RSUs | 5,973,758 | 5,973,758 | 5,973,758 | 5,973,758 | 5,973,758 | 5,973,758 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 58,134 | 58,134 | 58,134 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 485,000 | 485,000 | 485,000 | | Other Benefits and Perquisites(4) | 2,082,772 | 2,082,772 | 2,243,108 | 2,243,108 | 2,243,108 | 2,243,108 | | Total | $11,076,446 | $11,076,446 | $22,131,615 | $19,169,916 | $19,169,916 | $19,169,916 | | Tracey T. Travis(7) | | | | | | | | Base Salary(1) | $0 | $0 | $1,195,000 | $1,195,000 | $2,390,000 | $2,390,000 | | Bonus | 0 | 0 | 0 | 0 | 412,838 | 412,838 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | PSUs | 1,450,476 | 1,450,476 | 2,900,953 | 1,450,476 | 1,450,476 | 1,450,476 | | RSUs | 2,793,305 | 2,793,305 | 2,793,305 | 2,793,305 | 2,793,305 | 2,793,305 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 9,993 | 19,986 | 19,986 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 73,713 | 175,038 | 175,038 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 25,844 | 51,687 | 71,687 | | Total | $4,243,781 | $4,243,781 | $6,894,258 | $5,548,331 | $7,293,330 | $7,313,330 | | Peter Jueptner(8) | | | | | | | | Base Salary(1) | $0 | $0 | $1,250,000 | $1,250,000 | $2,500,000 | $2,500,000 | | Bonus | 0 | 0 | 0 | 0 | 513,300 | 513,300 | | Options | 0 | 0 | 0 | 0 | 0 | 0 | | PSUs | 891,065 | 891,065 | 1,782,131 | 891,065 | 891,065 | 891,065 | | Annual RSUs | 1,689,887 | 1,689,887 | 1,689,887 | 1,689,887 | 1,689,887 | 1,689,887 | | Non-Annual RSUs | 0 | 0 | 694,441 | 694,441 | 694,441 | 694,441 | | Continued Health Care Benefits(2) | 0 | 0 | 0 | 34,236 | 68,472 | 68,472 | | Continued Participation in Pension and Retirement Plans(3) | 0 | 0 | 0 | 75,861 | 186,196 | 186,196 | | Other Benefits and Perquisites(4) | 0 | 0 | 5,000 | 63,551 | 127,101 | 147,101 | | Total | $2,580,952 | $2,580,952 | $5,421,459 | $4,699,041 | $6,670,462 | $6,690,462 |

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  137. Potential Payments Upon Termination as of Fiscal Year End

    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-competition provision 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, Ms. Hertzmark Hudis is 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-competition provision 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 and RSUs 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 and RSUs held by the NEOs as of June 30, 2025, 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. de La Faverie $2,895,452; Mr. Shrivastava $1,637,353; Ms. Hertzmark Hudis $2,159,327; Ms. La Lande $3,974,650; Mr. Freda $5,973,758; Ms. Travis $2,793,305; and Mr. Jueptner $2,384,328. The change in control provisions in the annual PSUs granted to our NEOs in August 2024 and the PSUs granted to Mr. de la Faverie in February 2025 provide for “single-trigger” and “double-trigger” payment events, respectively (i.e. payment of the annual PSU award is triggered solely by a Change of Control, regardless of continued employment, whereas Mr. de La Faverie’s award requires both a Change of Control and a qualifying termination event). Based on the unvested PSUs with “single-trigger” vesting held by each of the NEOs as of June 30, 2025, if a Change of Control had occurred on that date, the NEOs would have been entitled to the following amounts: Mr. de La Faverie $929,120; Mr. Shrivastava $434,331; Ms. Hertzmark Hudis $1,116,666; Ms. La Lande $444,234; Mr. Freda $3,019,916; Ms. Travis $1,450,476; and Mr. Jueptner $891,065. In addition, based on the “double-trigger” PSUs granted to Mr. de La Faverie in February 2025, if a Change in Control and a qualifying termination event had both occurred on June 30, 2025, Mr. de La Faverie would have been entitled to $707,502. (6) During fiscal 2025, Mr. Freda served as President and Chief Executive Officer through December 31, 2024 and as a Special Advisor to the Company from January 1, 2025, a position he will hold until his retirement on June 30, 2026. Pursuant to the terms of his amended employment agreement, Mr. Freda is entitled to receive compensation and certain benefits through the term of his employment (June 30, 2026), which includes a target bonus opportunity of $5,775,000, actual amount to be paid based on Company and individual performance for fiscal 2026, unless he voluntarily resigns (subject to limited post-resignation benefits) or is terminated by the Company for “cause” prior to that date. He is not entitled to any separation or severance benefits thereafter. Mr. Freda is entitled to benefits, as applicable, generally available to other executive officers (e.g., reimbursement for financial counseling services, Annual Gratis for life), plus certain relocation expenses from the New York City area to Italy, transition support services, cybersecurity and digital privacy protection services for three years post separation, and an office and administrative support through June 30, 2028. Certain office and administrative support and driver and security are not included in this amount because they cannot be estimated at this time. (7) Ms. Travis ceased serving as CFO on October 31, 2024, but remained employed by the Company through the end of the fiscal year as a Senior Adviser. The amounts shown reflect the estimated payments and benefits that would have been payable under the specified scenarios as of June 30, 2025, in accordance with SEC disclosure requirements. Mr. Jueptner ceased serving as an executive officer on June 30, 2025. The amounts shown reflect the estimated payments and benefits that would have been payable under the specified scenarios as of June 30, 2025, in accordance with SEC disclosure requirements.

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  139. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by SEC rules, we are disclosing the ratio of the annual total compensation of our CEO Stéphane de La Faverie to that of our median employee, with April 1, 2025, serving as the date for identifying our median employee. Due to a change in our CEO in fiscal 2025, with Mr. Freda and Mr. de La Faverie each serving as CEO for half of the fiscal year, we selected Mr. de La Faverie for the CEO pay ratio disclosure because he was serving in that role on the date the median employee was determined. His salary, non-equity incentive plan compensation, and equity compensation were annualized for the calculation, which is why the amount below is greater than the amount reported in the “Total” column of our 2025 Summary Compensation Table: • The median of the total compensation of our employees for fiscal 2025 other than our CEO was $38,149; • the total compensation of our CEO was $13,422,486 for fiscal 2025 annualized; and • based on this information, for fiscal 2025, the total compensation of our CEO to the median of the annual total compensation of all employees resulted in a ratio of 352:1. In addition, in order to provide context for the disclosure above, the Company notes that, approximately 75% 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. 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, 2025, which is within the last three months of fiscal 2025, as the date upon which we would identify the median employee. We determined that, as of such date, our employee population consisted of approximately 56,300 individuals working at the Company and consolidated subsidiaries. This was comprised of full-time, part-time, and temporary employees, with approximately 75% 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 53,700 individuals. Of these employees, approximately 72% were employed on a full-time basis, with the remainder (approximately 28%) 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 2,679 employees from certain countries. The specific number of employees excluded from each country was: Brazil (612), Bulgaria (63), Colombia (197), Czech Republic (114), India (818), Kazakhstan (92), Philippines (207), Russia (430), Ukraine (33), and Vietnam (113). 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, 2024 and ending on March 31, 2025. 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

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  141. Pay Ratio Disclosure

    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.

  142. Pay Versus Performance

    Pay Versus Performance Below is disclosure relating to the compensation of our Named Executive Officers (“NEOs”) for the last five 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.” 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.

  143. Pay Versus Performance

    | Fiscal Year(1) | Summary Compensation Table Total for Stéphane de La Faverie | Compensation Actually Paid to Stéphane de La Faverie(2) | Summary Compensation Table Total for Fabrizio Freda | Compensation Actually Paid to Fabrizio Freda(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 (Loss) (millions) | Adjusted Diluted EPS(4) (non-GAAP) (% Change in) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | 2025 | $9,613,508 | $6,852,706 | $17,793,402 | $6,575,426 | $6,943,169 | $5,068,493 | $45.86 | $170.04 | $(1,133) | (42)% | | 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% |

  144. Pay Versus Performance

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

  145. Pay Versus Performance

    | Fiscal Year | PEO | Non-PEO NEOs | | 2025 | Stéphane de La Faverie Fabrizio Freda | Akhil Shrivastava, Jane Hertzmark Hudis, Rashida La Lande, Tracey T. Travis, Peter Jueptner | | 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 |

  146. Pay Versus Performance

    | 90 | 2025 Proxy Statement | |

  147. Pay Versus Performance

    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.

  148. Pay Versus Performance

    | Fiscal Year | 2025 | | | | Adjustments ($) | Stéphane de La Faverie | Fabrizio Freda | Average for Non-PEO NEOs | | Summary Compensation Table | $9,613,508 | $17,793,402 | $6,943,169 | | Less: Stock and Option Awards Values Reported in SCT for the Covered Year | (6,740,531) | (11,250,026) | (4,304,685) | | Plus: Fiscal Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year | 4,986,571 | 9,060,445 | 2,887,915 | | Increase (Decrease) in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | (481,959) | (5,248,818) | (347,201) | | Increase (Decrease) in Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | 0 | 0 | 305,559 | | Increase (Decrease) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Year | (537,695) | (3,788,984) | (431,822) | | Less: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | 0 | 0 | (10,684) | | Plus: Fair Value of Dividends or other Earnings Paid on Stock Awards not otherwise reflected in Fair Value or Total Compensation | 102,475 | 688,911 | 105,547 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | (167,378) | (1,160,671) | (134,869) | | Plus: Aggregate Service Cost and Prior Service Costs for Pension Plans | 77,715 | 481,167 | 55,563 | | Compensation Actually Paid (as calculated) | $6,852,706 | $6,575,426 | $5,068,493 |

  149. 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 2025 was $80.80 (the closing stock price on June 30, 2025, the last trading day of fiscal 2025). (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. (4) Please refer to Appendix A of this Proxy Statement for reconciliation of, and other information about, this non-GAAP measure. 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.

  150. Pay Versus Performance

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

  151. Pay Versus Performance

    Please refer to Appendix A of this Proxy Statement for information about each of these non-GAAP measures.

  152. Pay Versus Performance

    | | 2025 Proxy Statement | 91 |

  153. Pay Versus Performance

    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.

  154. Pay Versus Performance

    | 92 | 2025 Proxy Statement | |

  155. LIABILITY OF DIRECTORS AND OFFICERS

    LIABILITY OF DIRECTORS AND OFFICERS 7.1. Limitation on Liability. No Director director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director director or officer, as applicable, except for liability (a) for a director or officer, for any breach of the Director’s director’s or officer’s duty of loyalty to the Corporation or its stockholders; (b) for a director or officer, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (c) for a director, under Section 174 of the DGCL; or (d) for a director or officer, for any transaction from which the Director director or officer derived an improper personal benefit or (e) for an officer, for any action by or in the right of the Corporation. If the DGCL is amended after approval by the stockholders of this article to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer, as applicable, of the corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. 7.2. Amendments. Any repeal or modification of Section 7.1 hereof by the stockholders of the Corporation shall not adversely affect any right or protection of a Director director or officer of the Corporation existing at the time of such repeal or modification.

  156. LIABILITY OF DIRECTORS AND OFFICERS

    | | 2025 Proxy Statement | B-1 |