ESTEE LAUDER COMPANIES INC filed this DEF 14A on September 30, 2026
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ESTEE LAUDER COMPANIES INC - DEF 14A - 20260930 - DIRECTOR_COMPENSATION
 
Director Compensation
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Director compensation intentionally remained unchanged for several years while the Company navigated challenging financial conditions. Following the conclusion of the Profit Recovery and Growth Plan and the Company’s delivery of financial forecasts, the Board determined that it was an appropriate time to realign director compensation with the market and strengthen the Company’s ability to compete with its industry peers for top Board talent. Therefore, the Board recently approved an increase in non- employee director compensation to better align it with market practices and enhance the Company’s ability to attract and retain highly qualified directors. The Board believes that competitive compensation is important to support ongoing Board refreshment and to attract candidates who bring diverse perspectives, innovative ideas and relevant expertise, including talented individuals who are earlier in their careers and for whom compensation may be a more significant consideration.
The following summary describes compensation for our non-employee directors.
Annual Cash Retainer for Board Service. Each non-employee director receives an annual cash retainer of $100,000, payable quarterly, which may be deferred as explained below.
Annual Cash Retainers for Committee and Chair Service. Each non-employee director who serves on a committee receives an additional annual cash retainer in the following amounts: $12,000 per year for service on the Audit Committee, $8,000 per year for service on the Compensation Committee (including service on the Stock Plan Subcommittee), and $8,000 per year for service on the Nominating and ESG Committee. The Chair of the Audit Committee receives an additional annual cash retainer of $25,000. The Chairs of the Compensation Committee and the Nominating and ESG Committee each receive an additional annual cash retainer of $15,000. Effective November 17, 2026, the cash retainers for the committee chairs will be increased to: $45,000 for the Audit Committee Chair; $35,000 for the Compensation Committee Chair; and $30,000 for the Nominating and ESG Committee Chair. Cash retainers for committee and chair service are paid quarterly and may be deferred, as explained below.
Annual Cash Retainer for Chair of the Board. The Chair of the Board receives an additional cash retainer of $225,000, payable quarterly, which may be deferred as explained below.
Annual Cash Retainer for Lead Independent Director. The Lead Independent Director receives an additional annual cash retainer of $30,000. Effective November 17, 2026, this annual cash retainer will be increased to $50,000. Such retainer is payable quarterly, and may be deferred as explained below.
Deferral of Annual Cash Retainers. Non-employee directors may elect to defer receipt of all or part of their cash-based compensation. Specifically, pursuant to Deferred Compensation Agreements, they may defer any or all of the above-referenced annual cash retainers into either (i) stock units (accompanied by dividend equivalent rights) or (ii) an interest-bearing cash account, in each case to be paid out in a lump sum in cash as of the first business day of the calendar year following the date on which the director ceases to be a member of the Board.
Annual Stock Units Retainer for Board Service. In addition to the cash retainers described above, each non-employee director also receives a grant of stock units (accompanied by dividend equivalent rights) as an annual stock retainer, pursuant to the Amended and Restated Non-Employee Director Share Incentive Plan (the “Director Share Plan”). This grant is made on the date of each annual meeting of stockholders. The number of stock units awarded is determined by dividing a dollar amount determined by the Board by the average closing price of the Class A Common Stock on the twenty trading days preceding the date of grant. The amount of this annual stock units retainer is $75,000. Effective November 17, 2026, the amount will be increased to $80,000, and the grant to occur at the 2026 Annual Meeting of Stockholders will require one year of continued Board service to vest, subject to certain exceptions. Each stock unit is convertible into one share of Class A Common Stock. The shares, represented by vested stock units granted at the 2026 Annual Meeting, are distributed to the director on the first business day of the calendar year following the date the director ceases to be a member of the Board.
Annual Stock Options. In addition to the cash and stock portion of the retainer, each non-employee director receives an annual grant of options valued at no more than $100,000 on the date of grant, pursuant to the Director Share Plan. Effective November 17, 2026, the value of this grant will be valued at
 
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2026 Proxy Statement   |   33
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no more than $120,000. This grant is made on the date of each annual meeting of stockholders. The exercise price of the options is equal to the closing price of the Class A Common Stock on the date of grant. The options are exercisable beginning one year after the date of grant, provided that the director continues to serve as of such date. The options terminate ten years after the date of grant.
Initial Equity Grant for New Non-employee Directors. Each new non-employee director is granted stock units (accompanied by dividend equivalent rights), pursuant to the Director Share Plan, on the date of the first annual meeting of stockholders that is more than six months after such non-employee director’s initial election to the Board. The number of stock units to be awarded is determined by dividing a dollar amount determined by the Board from time to time (the fiscal 2026 amount was $300,000) by the average closing price of the Class A Common Stock on the twenty trading days preceding the date of grant; provided, however, that any new non-employee director shall not receive an initial stock unit grant for greater than 2,000 shares. To align with market practice and to eliminate the fluctuation in the dollar value of the initial stock unit grant, effective November 17, 2026, the initial stock unit grant will be based on a dollar value fixed at $200,000 and the 2,000 shares limit will be removed. Each stock unit is convertible into one share of Class A Common Stock. The shares represented by the stock units are distributed to the director on or after the first business day of the calendar year following the date on which the director ceases to be a member of the Board.
Stock Ownership Requirement. As set forth in the Company’s Corporate Governance Guidelines, the Board believes that in order to align the interests of directors and stockholders, directors should have a significant financial stake in the Company. Each director should own shares of the Company’s Common Stock with a value equal to or greater than five times the annual cash retainer for Board service, no later than five years after initial election to the Board. Applying this guideline, each director is required to own shares of the Company’s Common Stock with a value equal to or greater than $500,000 (i.e. $100,000 × 5). In the event that a change in the Company’s Common Stock price adversely impacts compliance with these stock ownership guidelines, the Nominating and ESG Committee may grant a waiver, an extension, or make other modifications as deemed to be necessary or appropriate. As of the Record Date, each of our directors who have been on the Board for more than five years owned shares of the Company’s Common Stock with a value in excess of $500,000.
Stock Ownership Guidelines for Non-Employee Directors
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What Counts*
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What Does Not Count
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Common Stock
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Stock Options (vested or unvested)
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Stock Units (share payout)
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Stock Units (cash payout)
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*
Common Stock or Stock Units held directly by the director or the director’s immediate family or held in entities controlled by the director or the director’s immediate family members (including trusts for the benefit of the director or immediate family members). However, any shares of Common Stock that are hedged or pledged do not count for purposes of these stock ownership guidelines.
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Company Products. The Company provides directors with certain products from different brands and product categories. The Company believes that providing these products serves a business purpose by enhancing the directors’ familiarity with the Company’s business and product offerings. In addition, each non-employee director is provided with Annual Gratis; if a director chooses to take advantage of this opportunity and purchases more than $640 worth of the Company’s products, the excess is imputed as taxable income to the director. For the year ended June 30, 2026, the aggregate incremental cost to the Company for products provided to the directors was less than $10,000 per director. Non-employee directors may also purchase Company products with the same discount made available to employees of the Company.
Reimbursement of Expenses. Non-employee directors are reimbursed for their reasonable expenses (including costs of travel, food, and lodging) incurred in attending Board, committee, and stockholder meetings. Directors are also reimbursed for any other reasonable expenses relating to their service on the Board, including participating in director continuing education and Company site visits.
 
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34   |   2026 Proxy Statement
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Role of Compensation Consultant. The Nominating and ESG Committee engages Semler Brossy Consulting Group, LLC (“Semler Brossy”) to assess trends and developments in director compensation practices and to assist the committee in fulfilling its responsibilities related to directors compensation for their service on the Company’s Board and its committees. Semler Brossy’s work for the Nominating and ESG Committee includes a competitive benchmarking analysis of director compensation practices, referencing the same peer group used for the Company’s executive compensation analysis, as set forth in the Compensation Discussion and Analysis. The Nominating and ESG Committee determined that Semler Brossy is free of conflicts of interest.
Management Directors. Directors who are also employees of the Company receive no additional compensation for service as directors. As of the Record Date, Stéphane de La Faverie is the only employee director serving on the Company’s Board.
Non-Employee Director Compensation for Fiscal 2026
​ ​
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 ​ ​ ​ $ 108,000 ​ ​ ​ ​ $ 70,433 ​ ​ ​ ​ $ 99,969 ​ ​ ​ ​ $ 45,148 ​ ​ ​ ​ ​ — ​ ​ ​ ​ $ 323,550 ​ ​ ​
​ ​ Angela Wei Dong* ​ ​ ​ ​ 28,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 28,000 ​ ​ ​
​ ​ Paul J. Fribourg ​ ​ ​ ​ 135,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 305,402 ​ ​ ​
​ ​ Jennifer Hyman ​ ​ ​ ​ 120,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 290,402 ​ ​ ​
​ ​ Gary M. Lauder ​ ​ ​ ​ 100,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 270,402 ​ ​ ​
​ ​ Jane Lauder** ​ ​ ​ ​ 100,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 270,402 ​ ​ ​
​ ​ William P. Lauder** ​ ​ ​ ​ 333,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 503,402 ​ ​ ​
​ ​ Annabelle Yu Long ​ ​ ​ ​ 84,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 245,402 ​ ​ ​
​ ​ Arturo Nuñez ​ ​ ​ ​ 120,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 290,402 ​ ​ ​
​ ​ Lynn Forester de Rothschild* ​ ​ ​ ​ 27,000 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 27,000 ​ ​ ​
​ ​ Barry S. Sternlicht ​ ​ ​ ​ 108,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 278,402 ​ ​ ​
​ ​ Dana Strong ​ ​ ​ ​ 81,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 251,402 ​ ​ ​
​ ​ Jennifer Tejada ​ ​ ​ ​ 123,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 293,402 ​ ​ ​
​ ​ Richard F. Zannino ​ ​ ​ ​ 167,000 ​ ​ ​ ​ ​ 70,433 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 337,402 ​ ​ ​
​ ​ Eric L. Zinterhofer ​ ​ ​ ​ 108,000 ​ ​ ​ ​ ​ 250,273 ​ ​ ​ ​ ​ 99,969 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 458,242 ​ ​ ​
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Certain amounts may be rounded to the nearest whole unit
*
Ms. Dong retired from the Board effective November 12, 2025, and Lady de Rothschild did not stand for re-election at the 2025 Annual Meeting of Stockholders (November 13, 2025). See notes (2) and (4) below for information about their respective stock units payouts.
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**
Ms. J. Lauder received certain compensation amounts from the Company in fiscal 2026 as a former employee and Mr. W. Lauder as a retiree of the Company, these amounts are not included in this table. See “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation” for additional information regarding fiscal 2026 payments.
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(1)
These amounts represent the annual cash retainer for Board service, committee service, service as Chair of the Board, and service as Lead Independent Director. The amount shown in this column reflects the following: for Ms. Dong and Lady de Rothschild, one quarter of cash retainer payments for committee service and as a non-employee director; and for Ms. Yu Long and Ms. Strong (who were both elected to the Board at the 2025 Annual Meeting of Stockholders), three quarters of cash retainer payments for committee service and as a non-employee director.
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(2)
Mr. Fribourg, Mr. Sternlicht, and Mr. Zinterhofer deferred their fiscal 2026 annual cash retainers into stock units. All earnings on the fees deferred by directors were based on the value of a hypothetical investment in shares of Class A Common Stock made at the time of the deferral, plus the accrual of dividend equivalents on dividends paid by the Company on the Class A Common Stock. As of June 30, 2026, the directors held units in respect of the
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following amounts of shares of Class A Common Stock: Mr. Fribourg, 41,650; Mr. Sternlicht, 47,597; and Mr. Zinterhofer, 1,985. Ambassador Barshefsky defers her annual cash retainers into an interest-bearing cash account. See note (7) below for information about Ambassador Barshefsky’s deferred compensation. In January 2026, Lady de Rothschild received a lump sum payout in cash of $8,246,322 (for approximately 78,216 stock units that included accrued dividend equivalents), following her departure from the Board in November 2025; this was the payout for the deferral of her annual cash retainer for her service on the Board since she joined in 2000 and included her quarterly cash retainer for fiscal 2026 in the “Fees Earned or Paid in Cash” column.
(3)
These amounts represent the aggregate grant date fair value of the annual stock units retainer for Board service, specifically, units for 783.28 shares of Class A Common Stock granted to each director. The number of stock units awarded for the annual stock units retainer is determined by dividing a dollar amount determined by the Board (this amount was $75,000 in fiscal 2026) by the average closing price of the Class A Common Stock on the twenty trading days preceding the date of grant. The expense associated with the stock unit grants is computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”). In addition, the amount shown for Mr. Zinterhofer also includes the aggregate grant date fair value of his initial equity grant for new non-employee directors specifically, units for 2,000 shares of Class A Common Stock which he received on November 13, 2025. The number of stock units awarded for the initial equity grant is determined by dividing a dollar amount determined by the Board from time to time ($300,000 at the time of his grant) by the average closing price of the Class A Common Stock on the twenty trading days preceding the date of grant; provided, however, that any new non-employee director shall not receive an initial stock unit grant for greater than 2,000 shares.
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An annual stock units retainer grant was not made on November 13, 2025 (fiscal 2026) to Ms. Dong and Lady de Rothschild because neither was a non-employee director at that time.
(4)
These stock units convert into Class A Common Stock on or after the first business day of the calendar year following the date on which the director ceases to serve on the Board. Presented below are the aggregate number of shares of Class A Common Stock underlying annual stock unit retainers received for service as a non-employee director outstanding as of June 30, 2026, which include dividend equivalents.
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​ ​
Name
​ ​
Total Number of Shares of Class A Common Stock
Underlying Stock Awards Outstanding as of
June 30, 2026
​ ​
​ ​ Charlene Barshefsky ​ ​ ​ ​ 23,675 ​ ​ ​
​ ​ Angela Wei Dong ​ ​ ​ ​ —(a) ​ ​ ​
​ ​ Paul J. Fribourg ​ ​ ​ ​ 14,535 ​ ​ ​
​ ​ Jennifer Hyman ​ ​ ​ ​ 4,411 ​ ​ ​
​ ​ Gary M. Lauder ​ ​ ​ ​ 4,428 ​ ​ ​
​ ​ Jane Lauder ​ ​ ​ ​ 792 ​ ​ ​
​ ​ William P. Lauder ​ ​ ​ ​ 792(b) ​ ​ ​
​ ​ Annabelle Yu Long ​ ​ ​ ​ 792 ​ ​ ​
​ ​ Arturo Nuñez ​ ​ ​ ​ 4,280 ​ ​ ​
​ ​ Lynn Forester de Rothschild ​ ​ ​ ​ —(a) ​ ​ ​
​ ​ Barry S. Sternlicht ​ ​ ​ ​ 18,716 ​ ​ ​
​ ​ Dana Strong ​ ​ ​ ​ 792 ​ ​ ​
​ ​ Jennifer Tejada ​ ​ ​ ​ 4,411 ​ ​ ​
​ ​ Richard F. Zannino ​ ​ ​ ​ 13,693(c) ​ ​ ​
​ ​ Eric L. Zinterhofer ​ ​ ​ ​ 2,815 ​ ​ ​
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Certain amounts may be rounded to the nearest whole unit
(a)
In January 2026, Ms. Dong and Lady de Rothschild each received the following shares in connection with the conversion of their stock units (which included dividend equivalent rights) into shares of Class A Common Stock following their departure from the Board. Ms. Dong received 2,823 shares of Class A Common Stock and approximately 1,210 shares were withheld to satisfy taxes from a total amount of approximately 4,033 stock units, valued at approximately $430,630. Lady de Rothschild received 22,465 shares of Class A common Stock, valued at approximately $2,398,388. As a result, neither Ms. Dong nor Lady de Rothschild held any stock units at June 30, 2026.
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(b)
In his prior role as Executive Chairman, Mr. W. Lauder was granted and as of June 30, 2026 held the following Restricted Stock Units (“RSUs”) and Performance Share Units (“PSUs”) which are not included
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36   |   2026 Proxy Statement
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in the table above. See “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Annual Performance Share Units” and “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity-Based Compensation – Annual Restricted Stock Units” as well as the “Outstanding Equity Awards at June 30” table in prior proxy statements for additional information regarding these grants to Mr. W. Lauder.
​ ​
Grant Date
​ ​
Award Type
​ ​
Number of
Shares or
Units of Stock
That Have Not
Vested as of
June 30, 2026
(#)(1)
​ ​
Award Type
​ ​
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#)(2)
​ ​
​ ​ 8/28/23 ​ ​ ​ ​ RSU ​ ​ ​ ​ ​ 1,855 ​ ​ ​ ​ ​ PSU ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​ 8/27/24 ​ ​ ​ ​ RSU ​ ​ ​ ​ ​ 7,495 ​ ​ ​ ​ ​ PSU ​ ​ ​ ​ ​ 5,621 ​ ​ ​
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(1)
Annual RSUs generally vest in three equal installments approximately 14 months, 26 months, and 38 months from the date of grant.
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(2)
Represents (a) the annual PSUs granted on August 28, 2023 (fiscal 2024), at an aggregate payout of 0% and (b) the threshold level of payout for the annual PSUs granted on August 27, 2024 (fiscal 2025). Payout of the fiscal 2025 annual PSUs will be made in early fiscal 2028, assuming the threshold performance criteria are achieved.
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(c)
This includes 10,698 stock units held by a limited liability company owned by trusts for the benefit of members of Mr. Zannino’s family. Mr. Zannino has investment power over these stock units.
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(5)
These amounts represent the aggregate grant date fair value of the annual stock options, specifically, options to purchase 2,780 shares of Class A Common Stock granted to each director), as computed in accordance with FASB ASC Topic 718. For a description of the assumptions used to calculate the aggregate grant date fair value of such stock options, see Note 18 (“Stock Programs”) to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2026. An annual stock option grant for non-employee directors was not made on November 13, 2025 (fiscal 2026) to Ms. Dong and Lady de Rothschild because neither was a non-employee director at that time.
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(6)
Presented below are the aggregate number of shares of Class A Common Stock underlying stock options outstanding as of June 30, 2026 that were granted for service as a non-employee director.
​
​ ​
Name
​ ​
Total Number of Shares of Class A Common Stock
Underlying Stock Options Outstanding as of
June 30, 2026
​ ​
​ ​ Charlene Barshefsky ​ ​ ​ ​ 24,871(a) ​ ​ ​
​ ​ Angela Wei Dong ​ ​ ​ ​ 7,658 ​ ​ ​
​ ​ Paul J. Fribourg ​ ​ ​ ​ 13,034 ​ ​ ​
​ ​ Jennifer Hyman ​ ​ ​ ​ 13,034 ​ ​ ​
​ ​ Gary M. Lauder ​ ​ ​ ​ 9,200 ​ ​ ​
​ ​ Jane Lauder ​ ​ ​ ​ 2,780 ​ ​ ​
​ ​ William P. Lauder ​ ​ ​ ​ 2,780(b) ​ ​ ​
​ ​ Annabelle Yu Long ​ ​ ​ ​ 2,780 ​ ​ ​
​ ​ Arturo Nuñez ​ ​ ​ ​ 10,438 ​ ​ ​
​ ​ Lynn Forester de Rothschild ​ ​ ​ ​ 22,091 ​ ​ ​
​ ​ Barry S. Sternlicht ​ ​ ​ ​ 24,871 ​ ​ ​
​ ​ Dana Strong ​ ​ ​ ​ 2,780 ​ ​ ​
​ ​ Jennifer Tejada ​ ​ ​ ​ 17,268 ​ ​ ​
​ ​ Richard F. Zannino ​ ​ ​ ​ 24,871(c) ​ ​ ​
​ ​ Eric L. Zinterhofer ​ ​ ​ ​ 2,780 ​ ​ ​
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(a)
This includes 9,932 shares of Class A Common Stock underlying stock options that are held indirectly by Ambassador Barshefsky through a family trust.
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(b)
Mr. W. Lauder was granted stock options as an employee of the Company and as of June 30, 2026, held options exercisable for an aggregate of 102,425 shares of Class A Common Stock having exercise
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prices ranging from $92.87 to $344.06 per share and expiring on various dates between 2028 and 2034. Such options are not included in the table above.
(c)
This includes 11,837 shares of Class A Common Stock underlying stock options that are held by a limited liability company owned by trusts for the benefit of members of Mr. Zannino’s family. Mr. Zannino has investment power over these stock options.
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(7)
Non-employee directors do not receive pension benefits from the Company. Some of the Company’s directors in fiscal 2026 and prior years deferred their annual cash retainers pursuant to applicable deferral agreements. Ambassador Barshefsky defers her annual cash retainers into an interest-bearing cash account. Interest is credited at the Citibank base rate in effect on the last day of the calendar year. The amount shown for Ambassador Barshefsky reflects the interest that accrued above the applicable federal rate (“AFR”) as set by the Internal Revenue Service in fiscal 2026, using the Citibank base rate and AFR at December 31, 2025.
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38   |   2026 Proxy Statement
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Ownership of Shares
The following table sets forth certain information regarding the beneficial ownership of the Company’s Class A Common Stock and Class B Common Stock by: (i) each person known by the Company to own beneficially more than 5% of the outstanding shares of either Class A Common Stock or Class B Common Stock; (ii) each of the Company’s directors or nominees; (iii) each of the executive officers whose names appear in the Summary Compensation Table; and (iv) all current directors and executive officers as a group. Except as set forth in the notes to the table, such beneficial ownership is as of July 31, 2026, and the business or mailing address of each 5% stockholder is 767 Fifth Avenue, New York, New York 10153. As described in the notes to the table, certain named beneficial owners share voting and/or investment power with respect to certain shares of Common Stock. Consequently, such shares are shown as beneficially owned by more than one person.
​ ​ ​ ​ ​
Class A
Common Stock(1)
​ ​
Class B
Common Stock
​ ​
Voting
Power†
​ ​
​ ​
Name of Beneficial Owner
​ ​
Number(2)
​ ​
%
​ ​
Number
​ ​
%
​ ​
%
​ ​
​ ​ LAL Family Corporation(3)(4) ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 69,402,943 ​ ​ ​ ​ ​ 60.6% ​ ​ ​ ​ ​ 49.8% ​ ​ ​
​ ​ Ronald S. Lauder(3)(5) ​ ​ ​ ​ 73,335 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 6,364 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ William P. Lauder(3)(6) ​ ​ ​ ​ 116,517 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 8,515,960 ​ ​ ​ ​ ​ 7.4% ​ ​ ​ ​ ​ 6.1% ​ ​ ​
​ ​ Gary M. Lauder(3)(7) ​ ​ ​ ​ 21,316 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 45,740 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Aerin Lauder(3)(8) ​ ​ ​ ​ 1,692 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 19,100,317 ​ ​ ​ ​ ​ 16.6% ​ ​ ​ ​ ​ 13.7% ​ ​ ​
​ ​ Jane Lauder(3)(9) ​ ​ ​ ​ 59,555 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 17,436,020 ​ ​ ​ ​ ​ 15.2% ​ ​ ​ ​ ​ 12.5% ​ ​ ​
​ ​ Eric L. Zinterhofer(10) ​ ​ ​ ​ 4,507 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ 19,100,317 ​ ​ ​ ​ ​ 16.6% ​ ​ ​ ​ ​ 13.7% ​ ​ ​
​ ​ Charlene Barshefsky(11) ​ ​ ​ ​ 125,815 ​ ​ ​ ​ ​ 0.1% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Paul J. Fribourg(12) ​ ​ ​ ​ 549,089 ​ ​ ​ ​ ​ 0.2% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Jennifer Hyman(13) ​ ​ ​ ​ 17,015 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Annabelle Yu Long(14) ​ ​ ​ ​ 792 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Arturo Nuñez(15) ​ ​ ​ ​ 11,938 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Barry S. Sternlicht(16) ​ ​ ​ ​ 111,619 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Dana Strong(17) ​ ​ ​ ​ 792 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Jennifer Tejada(18) ​ ​ ​ ​ 20,899 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Richard F. Zannino(19) ​ ​ ​ ​ 47,943 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Roberto Canevari(20) ​ ​ ​ ​ 48,390 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Stéphane de La Faverie(21) ​ ​ ​ ​ 92,552 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Jane Hertzmark Hudis(22) ​ ​ ​ ​ 137,602 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Rashida La Lande(23) ​ ​ ​ ​ 19,921 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ Akhil Shrivastava(24) ​ ​ ​ ​ 19,173 ​ ​ ​ ​ ​ * ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ * ​ ​ ​
​ ​ BlackRock, Inc.(25) ​ ​ ​ ​ 18,586,595 ​ ​ ​ ​ ​ 7.5% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1.3% ​ ​ ​
​ ​
Managed Account Advisors LLC(26)​
​ ​ ​ ​ 18,529,374 ​ ​ ​ ​ ​ 7.5% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1.3% ​ ​ ​
​ ​
Vanguard Portfolio Management(27)​
​ ​ ​ ​ 12,416,128 ​ ​ ​ ​ ​ 5.0% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 0.9% ​ ​ ​
​ ​
All directors and executive officers as a group (22 persons)(28)
​ ​ ​ ​ 1,504,560 ​ ​ ​ ​ ​ 0.6% ​ ​ ​ ​ ​ 40,298,594 ​ ​ ​ ​ ​ 35.2% ​ ​ ​ ​ ​ 29.0% ​ ​ ​
​
†
Voting power represents combined voting power of Class A Common Stock (one vote per share) and Class B Common Stock (10 votes per share) owned beneficially as of July 31, 2026. On that date, there were 247,291,223 shares of Class A Common Stock and 114,507,344 shares of Class B Common Stock outstanding.
​
*
Less than 0.1%
​
 
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(1)
The number of shares of Class A Common Stock and percentages contained under this heading do not account for the conversion right with regard to Class B Common Stock. Each share of Class B Common Stock is convertible at the option of the holder into one share of Class A Common Stock and is automatically converted into one share of Class A Common Stock upon transfer to a person who is not a Lauder Family Member (as defined, see “Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation”).
​
(2)
The number of shares of Class A Common Stock includes shares owned, any shares underlying restricted stock units (“RSUs”) payable in shares that are expected to vest within 60 days after July 31, 2026 (i.e. by September 29, 2026), and any exercisable options (including options that will be exercisable as of September 29, 2026). These amounts do not include Performance Share Units (“PSUs”) that were paid out after July 31, 2026. For additional information on these awards, see “Outstanding Equity Awards at June 30, 2026” and “Director Compensation,” as well as the Form 4s filed for the Company’s current executive officers or Mr. W. Lauder following the payouts, if any, of the PSUs. The stock units shown in the table beneficially owned by the non-employee directors represent the annual stock units retainer for Board service and, as applicable, the initial equity grant for new non-employee directors (plus dividend equivalents accrued on each). The units will be settled in shares of Class A Common Stock and are rounded to the nearest whole unit.
​
(3)
Aerin Lauder, Gary M. Lauder, Jane Lauder, Ronald S. Lauder, and William P. Lauder, each individually and as trustees of various trusts, Eric L. Zinterhofer as co-trustee of a trust, and LAL Family Partners L.P. (“LALFP”) are parties to a Stockholders’ Agreement pursuant to which each has agreed to vote his or her, or the applicable trust’s or partnership’s shares for the election of  (a) William P. Lauder, Gary M. Lauder or a designee in lieu of one of them and (b) Ronald S. Lauder (or one of his daughters), and one person, if any, designated by Mr. R. Lauder, as a director of the Company. Shares underlying stock options and stock units are not subject to the Stockholders’ Agreement until the stock options are exercised or the stock units are converted. For purposes of the table, shares owned by each such individual are not attributed to the others by reason of such voting arrangement.
​
(4)
LAL Family Corporation (“LALFC”) is the sole general partner of LALFP and may be deemed to be the beneficial owner of the shares of Class B Common Stock owned directly by LALFP. Both LALFC and LALFP are beneficially owned by the Leonard A. Lauder family.
​
(5)
Includes shares owned beneficially or deemed to be owned beneficially by Ronald S. Lauder as follows:
​
(a)
66,971 shares of Class A Common Stock as a Director of The Ronald S. Lauder Foundation and with respect to which he shares voting and investment power; and
​
(b)
6,364 shares of Class A Common Stock and 6,364 shares of Class B Common Stock as sole trustee of a trust for the benefit of his children and with respect to which he has sole voting and investment power.
​
Mr. R. Lauder disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock owned by trusts for the benefit of one or more of his children and by The Ronald S. Lauder Foundation.
(6)
Includes shares owned beneficially or deemed to be owned beneficially by William P. Lauder as follows:
​
(a)
13,300 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power;
​
(b)
792 shares of Class A Common Stock underlying stock units payable in shares;
​
(c)
102,425 shares of Class A Common Stock underlying options (employee grants); and
​
(d)
8,515,960 shares of Class B Common Stock directly and with respect to which he has sole voting and investment power.
​
(7)
Includes shares owned beneficially or deemed to be owned beneficially by Gary M. Lauder as follows:
​
(a)
10,468 shares of Class A Common Stock as custodian for his nieces and with respect to which he has sole voting and investment power;
​
(b)
4,428 shares of Class A Common Stock underlying stock units payable in shares;
​
(c)
6,420 shares of Class A Common Stock underlying options; and
​
(d)
45,740 shares of Class B Common Stock as custodian for his nieces and with respect to which he has sole voting and investment power.
​
Mr. G. Lauder disclaims beneficial ownership of the shares held as custodian to the extent he does not have a pecuniary interest in such shares.
(8)
Includes shares owned beneficially or deemed to be owned beneficially by Aerin Lauder as follows:
​
(a)
1,692 shares of Class A Common Stock and 1,675,010 shares of Class B Common Stock directly and with respect to which she has sole voting and investment power;
​
 
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(b)
4,910,594 shares of Class B Common Stock as co-trustee of the Trust under Article 2 of The Zinterhofer 2008 Descendants Trust Agreement u/a/d December 24, 2008 (the “2008 Descendants Trust”) with respect to which she shares voting and investment power with Eric L. Zinterhofer, who acts as co-trustee as of September 2026;
​
(c)
7,708,906 shares of Class B Common Stock as trustee of the Aerin Lauder Zinterhofer 2000 Revocable Trust u/a/d 4/24/00 (the “ALZ 2000 Revocable Trust”) for the benefit of Aerin Lauder and with respect to which she has sole voting and investment power. 4,500,000 shares of Class B Common Stock are pledged by the ALZ 2000 Revocable Trust to secure a loan under a loan facility with a certain bank as to which she has sole voting power and shares investment power with the bank as pledgee under the loan facility;
​
(d)
4,768,846 shares of Class B Common Stock as sole trustee of the RSL Shares Trust u/a/d March 2, 2026 (the “RSL Shares Trust”). Such shares are pledged by the RSL Shares Trust to secure a loan under a loan facility with a certain bank as to which she has sole voting power and shares investment power with the bank as pledgee under the loan facility; and
​
(e)
36,961 shares of Class B Common Stock as shares trustee of the 2012 RSL 4202 Trust u/a/d October 2, 2012 (the “4202 Trust”), which is for the benefit of Ronald S. Lauder and with respect to which Ms. A. Lauder has sole voting and investment power.
​
The 4202 Trust owns all of the outstanding shares of The 4202 Corporation, which corporation is a Lauder Family Member and owns the shares of Class B Common Stock directly. The 4202 Corporation is not a party to the Stockholders’ Agreement; therefore, any shares of Class A Common Stock and Class B Common Stock owned by The 4202 Corporation are not subject to that agreement.
Ms. A. Lauder disclaims beneficial ownership of the shares of Class B Common Stock owned by the 2008 Descendants Trust.
(9)
Includes shares owned beneficially or deemed to be owned beneficially by Jane Lauder as follows:
​
(a)
58,763 shares of Class A Common Stock and 275,010 shares of Class B Common Stock directly and with respect to which she has sole voting and investment power;
​
(b)
792 shares of Class A Common Stock underlying stock units payable in shares; and
​
(c)
17,161,010 shares of Class B Common Stock as trustee of the Jane A. Lauder 2003 Revocable Trust, for the benefit of Jane Lauder, and with respect to which she has sole voting and investment power.
​
(10)
Includes shares owned beneficially or deemed to be owned beneficially by Eric L. Zinterhofer as follows:
​
(a)
2,815 shares of Class A Common Stock underlying stock units payable in shares;
​
(b)
1,692 shares of Class A Common Stock and 1,675,010 shares of Class B Common Stock held directly by Aerin Lauder with respect to which Mr. Zinterhofer may be deemed to have shared voting and investment power;
​
(c)
4,910,594 shares of Class B Common Stock as co-trustee of the 2008 Descendants Trust with respect to which, as of September 2026, he shares voting and investment power with Aerin Lauder, as co-trustee;
​
(d)
7,708,906 shares of Class B Common Stock held indirectly by Aerin Lauder as trustee of the ALZ 2000 Revocable Trust for the benefit of Aerin Lauder. Mr. Zinterhofer may be deemed to have shared voting and investment power;
​
(e)
4,768,846 shares of Class B Common Stock held directly by Aerin Lauder as sole trustee of the RSL Shares Trust. Such shares are pledged by the RSL Shares Trust to secure a loan under a loan facility with a certain bank as to which Ms. A. Lauder has sole voting power and shares investment power with the bank as pledgee under the loan facility. Mr. Zinterhofer may be deemed to have shared voting and investment power; and
​
(f)
36,961 shares of Class B Common Stock held directly by Aerin Lauder as shares trustee of the 4202 Trust, which is for the benefit of Ronald S. Lauder and with respect to which Ms. A. Lauder has sole voting and investment power. Mr. Zinterhofer may be deemed to have shared voting and investment power.
​
Mr. Zinterhofer disclaims beneficial ownership to the extent that he does not have a pecuniary interest in the shares held by Aerin Lauder, who is his spouse. See note (8). Mr. Zinterhofer disclaims beneficial ownership of the shares of Class B Common Stock owned by the 2008 Descendants Trust to the extent he does not have a pecuniary interest in such shares.
(11)
Includes shares owned beneficially or deemed to be owned beneficially by Charlene Barshefsky as follows:
​
(a)
79,999 shares of Class A Common Stock indirectly through family trusts;
​
 
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(b)
50 shares of Class A Common Stock indirectly through her spouse;
​
(c)
23,675 shares of Class A Common Stock underlying stock units payable in shares; and
​
(d)
22,091 shares of Class A Common Stock underlying options, including options that are held indirectly through a family trust.
​
(12)
Includes shares owned beneficially by Paul J. Fribourg as follows:
​
(a)
4,000 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power;
​
(b)
14,535 shares of Class A Common Stock underlying stock units payable in shares;
​
(c)
10,254 shares of Class A Common Stock underlying options; and
​
(d)
520,300 shares of Class A Common Stock indirectly through Continental Grain Company (“Continental Grain”). Mr. Fribourg may be deemed to share voting and investment power with respect to the shares held by Continental Grain by virtue of being Executive Chairman of Continental Grain. In addition, Mr. Fribourg is a co-trustee and in one case, a beneficiary of various trusts established for the benefit of certain members of his family that collectively control a majority interest in Continental Grain.
​
Mr. Fribourg disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.
(13)
Includes shares owned beneficially by Jennifer Hyman as follows:
​
(a)
2,350 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;
​
(b)
4,411 shares of Class A Common Stock underlying stock units payable in shares; and
​
(c)
10,254 shares of Class A Common Stock underlying options.
​
(14)
Represents Annabelle Yu Long’s beneficial ownership of shares of Class A Common Stock underlying stock units payable in shares.
​
(15)
Includes shares owned beneficially by Arturo Nuñez as follows:
​
(a)
4,280 shares of Class A Common Stock underlying stock units payable in shares; and
​
(b)
7,658 shares of Class A Common Stock underlying options.
​
(16)
Includes shares owned beneficially or deemed to be owned beneficially by Barry S. Sternlicht as follows:
​
(a)
34,812 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power;
​
(b)
36,000 shares of Class A Common Stock indirectly through family trusts;
​
(c)
18,716 shares of Class A Common Stock underlying stock units payable in shares; and
​
(d)
22,091 shares of Class A Common Stock underlying options.
​
(17)
Represents Dana Strong’s beneficial ownership of shares of Class A Common Stock underlying stock units payable in shares.
​
(18)
Includes shares owned beneficially by Jennifer Tejada as follows:
​
(a)
2,000 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power;
​
(b)
4,411 shares of Class A Common Stock underlying stock units payable in shares; and
​
(c)
14,488 shares of Class A Common Stock underlying options.
​
(19)
Includes shares owned beneficially or deemed to be owned beneficially by Richard F. Zannino as follows:
​
(a)
12,159 shares of Class A Common Stock held indirectly through a limited liability company owned by trusts for the benefit of members of his family. Mr. Zannino has investment power over these shares of Class A Common Stock;
​
(b)
13,693 shares of Class A Common Stock underlying stock units payable in shares, including stock units that are held indirectly by Mr. Zannino through a limited liability company owned by trusts for the benefit of members of his family. Mr. Zannino has investment power over these stock units; and
​
(c)
22,091 shares of Class A Common Stock underlying options, including options that are held indirectly by Mr. Zannino through a limited liability company owned by trusts for the benefit of members of his family. Mr. Zannino has investment power over these stock options.
​
 
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(20)
Includes shares owned beneficially by Roberto Canevari as follows:
​
(a)
10,403 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and
​
(b)
37,987 shares of Class A Common Stock underlying options.
​
(21)
Includes shares owned beneficially by Stéphane de La Faverie as follows:
​
(a)
18,630 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and
​
(b)
73,922 shares of Class A Common Stock underlying options.
​
(22)
Includes shares owned beneficially by Jane Hertzmark Hudis as follows:
​
(a)
27,385 shares of Class A Common Stock directly and with respect to which she has sole voting and investment power; and
​
(b)
110,217 shares of Class A Common Stock underlying options.
​
(23)
Includes 5,564 shares of Class A Common Stock underlying options beneficially owned by Rashida La Lande and 14,357 shares underlying RSUs that vested within 60 days after July 31, 2026.
​
(24)
Includes shares owned beneficially by Akhil Shrivastava as follows:
​
(a)
8,122 shares of Class A Common Stock directly and with respect to which he has sole voting and investment power; and
​
(b)
11,051 shares of Class A Common Stock underlying options.
​
(25)
Based on a Schedule 13G Amendment filed July 28, 2026 by BlackRock, Inc. (“BlackRock”), 50 Hudson Yards, New York, New York 10001, BlackRock may be deemed to be the beneficial owner of 18,586,595 shares of Class A Common Stock, over which it has (a) sole investment power for all such shares, (b) sole voting power for 16,914,444 shares, and (c) no shared voting or investment power for any shares.
​
(26)
Based on a Schedule 13G filed August 12, 2026 by Managed Account Advisors LLC (“MAA”), 101 Hudson Street, 9th Floor, Jersey City, New Jersey 07302, MAA may be deemed to be the beneficial owner of 18,529,374 shares of Class A Common Stock, over which it has (a) sole investment power for 18,488,671 shares, (b) shared investment power for 40,703 shares, and (c) no sole voting or shared voting for any shares.
​
(27)
Based on a Schedule 13G filed July 31, 2026 by Vanguard Portfolio Management (“Vanguard”), 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, Vanguard may be deemed to be the beneficial owner of 12,416,128 shares of Class A Common Stock, over which it has (a) sole investment power for all such shares, (b) sole voting power over 33,673 shares, and (c) no shared voting or investment power for any shares.
​
(28)
See notes (2), (3), (5) through (7), (9) through (24). Includes for executive officers not named in the table:
​
(a)
1,758 shares of Class A Common Stock; and
​
(b)
24,032 shares of Class A Common Stock underlying options.
​
 
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Executive Compensation
Compensation Discussion and Analysis
Executive Summary
In fiscal 2026*, we executed Beauty Reimagined – our strategic vision announced in February 2025 – with excellence. Through Beauty Reimagined, we are focused on accelerating best-in-class consumer coverage, driving transformative innovation, increasing our consumer-facing investments**, fueling sustainable growth through bold efficiencies, and reimagining the way we work. We returned to organic net sales growth, increasing 3% for the full year and accelerating to 5% in the fiscal 2026 fourth quarter. Growth was led by Skin Care and Fragrance, with net sales growth across all geographic regions in both the fiscal 2026 fourth quarter and full year. We also achieved meaningful profitability improvement, with gross margin expanding to 75.5% from 74.0% in fiscal 2025, primarily driven by net benefits from our Profit Recovery and Growth Plan (“PRGP”) and sales leverage, partially offset by inflation and the impact of incremental tariffs, net of refunds received. Adjusted operating margin expanded 320 basis points to 11.2% from 8.0% in fiscal 2025, reflecting operating leverage and gross margin expansion, including PRGP benefits that funded increased consumer-facing investments throughout the fiscal year. These results demonstrate meaningful progress in our transformation and our ability to simultaneously invest behind sustainable growth and improve profitability.
​
*
See Appendix A for reconciliation and other information about non-GAAP measures.
​
**
Consumer-facing investments includes co-operative advertising, selling, advertising and promotional expenses, as well as store operating costs.
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​ ​
Select Compensation Matters​
​ ​
​ ​
CEO Annual Compensation
for Fiscal 2026
 ​ ​ ​
Mr. de La Faverie’s annual base salary was $1.5 million, his annual bonus opportunity was $3.0 million, and his annual equity award target opportunity was $10.0 million. These fiscal 2026 compensation amounts reflect the amounts established in connection with his promotion to President and Chief Executive Officer effective January 1, 2025 (fiscal 2025) and were not increased at the start of fiscal 2026. For additional information, see “CEO Compensation.”
​ ​
​ ​
Named Executive Officers Annual Stock-Based Grants for Fiscal 2026
 ​ ​ ​
The relative mix of long-term equity-based compensation for the Named Executive Officers (“NEOs”) in fiscal 2026 was 40% Restricted Stock Units (“RSUs”) and 60% stock options. We increased the mix of stock options from 20% in fiscal 2025 to 60% in fiscal 2026 of the total long-term incentive value, with a corresponding elimination of Performance Share Units (“PSUs”) as an element of compensation. This shift in equity mix was 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. These awards are shown in “Grants of Plan-Based Awards in Fiscal 2026.”
​ ​
​ ​
EAIP Payouts for NEOs
for Fiscal 2026
 ​ ​ ​
Our NEOs achieved fiscal 2026 payout percentages under the Executive Annual Incentive Plan (“EAIP”) ranging from 134.9% to 136.8% out of a possible maximum of 175% of target bonus opportunities. Such payouts were determined by applying the payout percentages to the fiscal 2026 target bonus opportunities and are shown in the “Summary Compensation Table.”
​ ​
​ ​
No Payout of Annual PSUs granted to NEOs in Fiscal 2024
 ​ ​ ​
Based on the Company’s below-threshold performance over the three-year period ended June 30, 2026, the annual PSUs granted in August 2023 (fiscal 2024) resulted in no payouts to our NEOs.
​ ​
Advisory Vote on Executive Compensation
At the 2025 Annual Meeting, approximately 91% of the votes cast in connection with the stockholders’ advisory vote on compensation of the NEOs were cast in favor of the proposal. We have considered this voting result, and as explained below, our compensation policies and decisions continue to be focused on driving our strategy and financial performance and aligning the interests of senior management with the interests of stockholders.
The Company’s incentive programs are designed to align pay and performance. We regularly meet with investors to discuss and receive feedback on various topics. In 2025, we discussed the evolution of our compensation practices, including the design of both our annual incentive bonus and our long-term equity-based compensation program.
Overview of Compensation Philosophy and Objectives
Our compensation program for executive officers is designed to attract and retain world class talent and to motivate achievement of both our short-term and long-term goals. We believe that the design and governance of our program supports, and aligns executive officers with the business strategy. Periodically, we review various aspects of our compensation program to consider whether it remains aligned with our business strategy and the above-referenced goals. From time to time, we discuss various topics, including executive compensation, social impact and sustainability, and corporate governance matters, with investors and other stakeholders.
 
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Key Features of our Compensation Programs, Policies, and Practices
​ ​
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Link a significant portion of total compensation to the achievement of Company-wide performance criteria during varying performance periods
​
 ​ ​
​ ​
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Conduct an annual evaluation about risk in compensation programs to confirm that such programs are not reasonably likely to have a material adverse effect on the Company
​
 ​ ​
​ ​
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Engage a compensation consultant that reports directly to the Compensation Committee and is free of conflicts of interest
​
 ​ ​
​ ​
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Maintain robust stock ownership guidelines and holding requirements for executive officers to further align their interests with those of our stockholders
​
 ​ ​
​ ​
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Prohibit repricing or buying out stock options
​
 ​ ​
​ ​
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Prohibit hedging of outstanding equity grants
​
 ​ ​
​ ​
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Maintain policies on insider trading, clawbacks, and pledging
​
 ​ ​
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 2026 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.
 
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Elements of Compensation
Fiscal 2026. As explained in further detail below, our executive compensation program consists of multiple elements of compensation. This is reflected in the chart below, which notes certain plan design features for fiscal 2026.
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Each fiscal year, the Compensation Committee, Subcommittee, our senior management, and the Compensation Committee’s compensation consultant, Semler Brossy Consulting Group, LLC (“Compensation Consultant”), review our executive compensation program, including the components of total direct compensation. As part of the review, we assess whether an executive’s total direct compensation is generally aligned with that of similarly positioned executives in our executive compensation peer group. The Compensation Committee also uses international prestige and luxury brand companies for compensation guidance that are not included in our public companies peer group because of limited public disclosure information for such companies. The Compensation Committee and the Subcommittee consult with management and the Compensation Consultant regarding the design for the EAIP and Long-Term Incentive Program. This group reviews the elements of compensation (i.e. base salary, annual cash incentive bonus opportunities, and long-term equity-based compensation opportunities) and determines a mix of these elements as a percentage of total direct compensation. The mix is intended to be predominantly performance-based (i.e. provide a greater percentage of compensation in the form of variable annual and long-term incentive compensation) and reasonable when compared with the peer group. As shown below, the CEO annual target pay mix for fiscal 2026 was 90% performance-based incentive compensation, and the average annual target pay mix for the other NEOs for fiscal 2026 was 80% performance-based incentive compensation. Executive officers with similar responsibilities generally have a similar mix of pay elements. There is internal pay equity among similarly situated executive officers, which is intended to foster a team-oriented approach to managing the business. Total direct compensation and allocations of metrics within the EAIP are determined based on the type and level of responsibility of the particular executive officer, internal pay equity, and competitive considerations.
Generally, we believe that executive officers should have a greater percentage of their compensation based on performance in the form of annual long-term equity-based incentives, followed by annual cash incentives, and then by base salary.
 
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Based on target levels for incentive compensation for fiscal 2026, the mix of pay for our NEOs is shown below:
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We Align Executive Compensation with Our Business Strategy and Goals. We intend our annual and long-term incentive plans to cover a portfolio of performance measures that balance growth and profitability over both an annual and long-term period. We work to establish goals that support the long-term strategy of restoring sales growth and achieving a solid double-digit adjusted operating margin over the ensuing few years and becoming the best consumer-centric prestige beauty company in line with Beauty Reimagined, which we launched in February 2025*. We assess risks and opportunities to prudently plan activities in business units that are currently over-attaining goals and to support business units that are challenged. In our plans, we seek to drive sustained sales growth, with a key focus on profitability, over the long-term horizon. We have a number of levers ranging from product subcategories, innovation, marketing initiatives, distribution channels and geographies that can be used to achieve our goals.
Target levels of performance for a given fiscal year are determined based on our internal planning and forecasting processes and are benchmarked against select peer companies. The Compensation Committee and the Subcommittee consider various factors, including the expected performance of our competitors and our long-term strategy, in establishing the performance required to achieve the maximum payout under each measure for both our annual cash and long-term incentive plans.
In addition to total direct compensation described above, we also provide competitive benefits and certain perquisites. In some circumstances, we pay amounts or grant equity to attract executives to work for us or move to particular locations, or we provide additional incentives for executives to perform or remain with us. This reflects, in part, the global nature of our business and the executives that we seek to attract and retain.
​
*
These statements may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, actual results may differ materially from the Company’s expectations. Factors that could cause actual results to differ from expectations are described in the Company’s filings with the SEC including its Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
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Base Salary
We pay base salaries to provide executives with a secure base of cash compensation. In determining the amount of base salary for an executive officer, the Compensation Committee primarily considers the executive’s position, current salary, tenure, and internal pay equity among executives with similar responsibilities, as well as competitiveness of the salary level in the marketplace. The Compensation Committee also considers recommendations from the CEO, the Executive Vice President, Chief People Officer (“CPO”), and the Compensation Committee’s Compensation Consultant.
​ ​
Name
​ ​
Title
​ ​
Fiscal 2025
Base Salary*
​ ​
Fiscal 2026
Base Salary
​ ​
%
Change
​ ​
​ ​
Stéphane de La Faverie
​ ​ President and Chief Executive Officer ​ ​ ​ $ 1,500,000 ​ ​ ​ ​ $ 1,500,000 ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​ ​
Akhil Shrivastava
​ ​ Executive Vice President and Chief Financial Officer ​ ​ ​ $ 900,000 ​ ​ ​ ​ $ 900,000 ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​ ​
Jane Hertzmark Hudis
​ ​ Executive Vice President, Chief Brand Officer ​ ​ ​ $ 1,344,000 ​ ​ ​ ​ $ 1,344,000 ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​ ​
Rashida La Lande
​ ​ Executive Vice President and General Counsel ​ ​ ​ $ 900,000 ​ ​ ​ ​ $ 927,000 ​ ​ ​ ​ ​ 3.0% ​ ​ ​
​ ​
Roberto Canevari
​ ​ Executive Vice President, Chief Value Chain Officer ​ ​ ​ $ 1,125,000 ​ ​ ​ ​ $ 1,125,000 ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​
*
Base salary as of June 30, 2025.
​
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 2026). 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 2026 EAIP payouts were less than the amount of the approved bonus pool. For fiscal 2026, 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 Performance, 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 2026 EAIP:
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50   |   2026 Proxy Statement
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Target level performance on each of the criteria in both the Enterprise Modifier and Business Unit Performance would result in achievement of 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 2026 were: (i) the impact of returns and charges associated with restructuring and other activities and (ii) the securities class action litigation settlement.
The target payout, business criteria, performance levels within each component, 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 during the first quarter of the fiscal year.
Enterprise Modifier. Each executive officer’s incentive payment is subject to the Enterprise Modifier. For fiscal 2026, the Enterprise Modifier was comprised of five Company-wide performance criteria: (1) the diluted net earnings per common share from continuing operations (“Diluted EPS”); (2) Operating Income Margin Percent (“OI Margin Percent”); (3) Net Sales; (4) Return on Invested Capital Percent (“ROIC Percent”); and (5) Strategic Initiative, each equally weighted at 20%. 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 2026. For fiscal 2026, performance was above maximum for Diluted EPS, OI Margin Percent, and ROIC Percent, between target and maximum for Net Sales, and between threshold and target for the Strategic Initiative, resulting in an Enterprise Modifier of 121.4%.
 
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2026 Proxy Statement   |   51
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The Strategic Initiative measure complements financial measures which are set annually based on executive leadership objectives. For fiscal 2026, the Strategic Initiative measure was tied to the implementation of the PRGP and leadership goals.
​ ​ ​ ​ ​ ​ ​ ​
Threshold
​ ​
Target
​ ​
Maximum
​ ​
Actual
Performance
​ ​
​ ​ ​ ​ ​
Fiscal 2026
Target
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
​ ​ Diluted EPS ​ ​
$1.90
​ ​ ​ ​ 91.1% ​ ​ ​ ​ ​ 50% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 125.5% ​ ​ ​ ​ ​ 140% ​ ​ ​ ​ ​ 131.7% ​ ​ ​ ​ ​ 140.0% ​ ​ ​
​ ​ OI Margin Percent ​ ​
9.3%
​ ​ ​ ​ 96.8% ​ ​ ​ ​ ​ 50% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 115.9% ​ ​ ​ ​ ​ 140% ​ ​ ​ ​ ​ 121.8% ​ ​ ​ ​ ​ 140.0% ​ ​ ​
​ ​ Net Sales(1) ​ ​
$14.88 billion
​ ​ ​ ​ 96.1% ​ ​ ​ ​ ​ 50% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 103.9% ​ ​ ​ ​ ​ 140% ​ ​ ​ ​ ​ 101.3% ​ ​ ​ ​ ​ 105.3% ​ ​ ​
​ ​ ROIC Percent ​ ​
6.8%
​ ​ ​ ​ 93.2% ​ ​ ​ ​ ​ 50% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 140% ​ ​ ​ ​ ​ 140.5% ​ ​ ​ ​ ​ 140.0% ​ ​ ​
​ ​ Strategic Initiative ​ ​
—(2)
​ ​ ​ ​ 88.3% ​ ​ ​ ​ ​ 50% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 125.0% ​ ​ ​ ​ ​ 140% ​ ​ ​ ​ ​ 95.7% ​ ​ ​ ​ ​ 81.4% ​ ​ ​
​ ​ Enterprise Modifier ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 121.4% ​ ​ ​
​
(1)
Net Sales are calculated at budgeted exchange rates at the time the target is set.
​
(2)
The specific annual target for this metric is confidential information, the disclosure of which would cause competitive harm to the Company.
​
Business Unit Performance. For fiscal 2026, the Business Unit Performance 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”). Target level performance on all the applicable criteria leads to a Business Unit Performance of 100%. If the threshold level of performance is not achieved for any of the applicable criteria, then the Business Unit Performance would be zero for those criteria. When performance exceeds the maximum level, the payout factors are at 125% 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 each of the NEOs the threshold, target, and maximum for each metric comprising the Business Unit Performance for the total company, along with the results for fiscal 2026, are shown in the table below.
​ ​ ​ ​ ​ ​ ​ ​
Threshold
​ ​
Target
​ ​
Maximum
​ ​
Actual
Performance(1)
​ ​
​ ​ ​ ​ ​
Fiscal
2026
Target
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
% of
Target
​ ​
Payout
(% of
Oppty)
​ ​
​ ​ Total Company Net Sales ​ ​
$14.88 billion
​ ​ ​ ​ 85% ​ ​ ​ ​ ​ 62.5% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 103.9% ​ ​ ​ ​ ​ 125% ​ ​ ​ ​ ​ 100.9% ​ ​ ​ ​ ​ 105.6% ​ ​ ​
​ ​ Total Company NOP Margin ​ ​
10.3%
​ ​ ​ ​ 85% ​ ​ ​ ​ ​ 62.5% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 115.8% ​ ​ ​ ​ ​ 125% ​ ​ ​ ​ ​ 112.2% ​ ​ ​ ​ ​ 119.3% ​ ​ ​
​ ​ Weighted Forecast Accuracy ​ ​
—(2)
​ ​ ​ ​ 85% ​ ​ ​ ​ ​ 62.5% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 100% ​ ​ ​ ​ ​ 105.0% ​ ​ ​ ​ ​ 125% ​ ​ ​ ​ ​ 99.1% ​ ​ ​ ​ ​ 97.6% ​ ​ ​
​
(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 specific annual target for this metric is confidential commercial or financial information, the disclosure of which would cause competitive harm to the Company. We believe that this annual target is achievable in connection with strong performance.
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52   |   2026 Proxy Statement
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All of the NEOs were each assigned individual Business Unit Strategic Goals for fiscal 2026 that accounted for the percentages of the individual’s aggregate bonus opportunity target indicated below.
These individual 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.
High-level Themes that Align with Business Unit Strategic Goals for our NEOs and Other Executives
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Strategy and Execution – Advance Beauty Reimagined by translating enterprise and Business Unit priorities into measurable actions, milestones and performance indicators. Drive disciplined execution and reinforce accountability for delivering strategic and financial outcomes by building regular milestone reviews into operating cadence.
​
 ​ ​
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Leadership, Collaboration and Talent – Lead with an enterprise mindset, strengthen collaboration and transformational leadership, and develop the capabilities and talent required to deliver the strategy. Foster an inclusive culture and align organizations and accountabilities to improve speed, agility and effectiveness.
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 ​ ​
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Sustainable Growth and Business Transformation – Accelerate margin expansion and sustainable growth through bold efficiencies, disciplined resource allocation and execution of key business-transformation initiatives. Continue to build capabilities, simplify ways of working and strengthen governance to improve performance and organizational effectiveness.
​
 ​ ​
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Social Impact and Sustainability – Advance the Company’s social impact and sustainability priorities through focused execution, cross-functional collaboration and integration into relevant business decisions. Drive measurable progress against commitments while supporting business value, resilience and differentiation.
​
 ​ ​
After the end of fiscal 2026, the CEO and the CPO, with input from other members of senior management, reviewed the actions taken by executive officers including the NEOs, as applicable, in connection with the individual Business Unit Strategic Goals. Based on this assessment, they recommended the payout percentages shown in the table below (with a maximum of 125%). The assessment of these achievements and payouts were approved by the Compensation Committee.
Calculation of EAIP Payout. As noted, the weightings of the various criteria for an executive officer’s Business Unit Performance depend upon the officer’s position and responsibilities, as shown in the calculation of the Business Unit Performance below with the actual EAIP payout to our NEOs.
Calculation of Fiscal 2026 EAIP Payout Percentages for NEOs
​ ​ ​ ​ ​
S. de La Faverie
​ ​
A. Shrivastava
​ ​
J. Hertzmark Hudis
​ ​
R. La Lande
​ ​
R. Canevari
​ ​
​ ​ ​ ​ ​
% of
Target
​ ​
Actual
Payout
%
​ ​
% of
Target
​ ​
Actual
Payout
%
​ ​
% of
Target
​ ​
Actual
Payout
%
​ ​
% of
Target
​ ​
Actual
Payout
%
​ ​
% of
Target
​ ​
Actual
Payout
%
​ ​
​ ​ Business Unit Strategic Goals (Individual) ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 120.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 112.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 112.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 120.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 116.0% ​ ​ ​
​ ​ Total Company Net Sales* ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​
​ ​ Total Company NOP Margin* ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​
​ ​ Weighted Forecast Accuracy ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​
​ ​ Business Unit Payout (a) ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 112.8% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 111.2% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 111.2% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 112.8% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 112.0% ​ ​ ​
​ ​ Enterprise Modifier (b) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​
​ ​ EAIP Payout % (a) x (b) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 136.8% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 134.9% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 134.9% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 136.8% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 135.9% ​ ​ ​
​
*
Measurement of performance for each of the metrics is subject to certain automatic adjustments described above in “Annual Incentive Bonus.” Total Company Net Sales and Total Company NOP Margin are calculated at weighted average exchange rates at the time of measurement.
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2026 Proxy Statement   |   53
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Calculation of Fiscal 2026 EAIP Payout for NEOs
​ ​
Name
​ ​
EAIP
Opportunity
​ ​
EAIP
Payout %*
​ ​
EAIP
Payout
​ ​
​ ​
Stéphane de La Faverie
​ ​ ​ $ 3,000,000 ​ ​ ​ ​ ​ 136.8% ​ ​ ​ ​ $ 4,105,300 ​ ​ ​
​ ​
Akhil Shrivastava
​ ​ ​ $ 1,040,000 ​ ​ ​ ​ ​ 134.9% ​ ​ ​ ​ $ 1,403,000 ​ ​ ​
​ ​
Jane Hertzmark Hudis
​ ​ ​ $ 2,270,000 ​ ​ ​ ​ ​ 134.9% ​ ​ ​ ​ $ 3,062,300 ​ ​ ​
​ ​
Rashida La Lande
​ ​ ​ $ 1,442,000 ​ ​ ​ ​ ​ 136.8% ​ ​ ​ ​ $ 1,973,300 ​ ​ ​
​ ​
Roberto Canevari
​ ​ ​ $ 1,295,000 ​ ​ ​ ​ ​ 135.9% ​ ​ ​ ​ $ 1,759,550 ​ ​ ​
​
*
Shown to the nearest tenth.
​
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 executive officers a combination of stock options and RSUs.
The target and actual amounts and allocation of equity-based compensation reflect the business judgment of the Subcommittee after discussion with its Compensation Consultant 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), the Compensation Consultant, 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 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 2026 was 60% stock options and 40% RSUs – reflecting, in the business judgment of the Subcommittee, a balance among motivating and retaining executive officers, rewarding performance, mitigating risk, and helping executive officers increase their equity ownership to further align their interests with those of our stockholders. 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 2026, the individual performance percentage for NEOs ranged from 108% to 115% 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.
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54   |   2026 Proxy Statement
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Annual Stock Options. In fiscal 2026, annual stock options constituted approximately 60% 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 2026, 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.
Annual Performance Share Units. In fiscal 2026, we did not grant annual PSUs to our NEOs. 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 annual PSUs, the Subcommittee approves performance targets 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. 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 percentage as determined by the Subcommittee at the time of grant. Failure to achieve the pre-established minimum threshold, if any, 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. For the fiscal 2024 and fiscal 2025 annual PSUs, payout is contingent on the Company achieving 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
 
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2026 Proxy Statement   |   55
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threshold and target, the payout factor is calculated mathematically using a predetermined interpolation with target level of performance as a base.
Fiscal 2024 Annual PSU Grants. The PSU targets for the three-year period ended June 30, 2026 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, 2026, the PSUs granted in August 2023 (fiscal 2024) yielded no payout (all shares forfeited and no dividends paid) to our NEOs.
​ ​ ​ ​ ​
Fiscal
2024
through
Fiscal
2026
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) ​ ​
6.0% – 7.0%
​ ​ ​ ​ 87.8% ​ ​ ​ ​ ​ 50.0% ​ ​ ​
97.2% – 100%
​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 106.3% ​ ​ ​ ​ ​ 160.0% ​ ​ ​ ​ ​ 77.0% ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​ ​ Diluted EPS (CAGR) ​ ​
16.3% – 17.6%
​ ​ ​ ​ 83.0% ​ ​ ​ ​ ​ 50.0% ​ ​ ​
96.5% – 100%
​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 114.5% ​ ​ ​ ​ ​ 160.0% ​ ​ ​ ​ ​ 43.7% ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​ ​ ROIC (CAGR) ​ ​
4.3% – 4.8%
​ ​ ​ ​ 79.1% ​ ​ ​ ​ ​ 50.0% ​ ​ ​
98.4% – 100%
​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 112.4% ​ ​ ​ ​ ​ 160.0% ​ ​ ​ ​ ​ 72.1% ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​ ​ Aggregate Payout ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 0.0% ​ ​ ​
​
(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 2024 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, (iv) talcum litigation settlement agreements (as defined in “Appendix A” below), and (v) the securities class action litigation settlement.
​
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 2026, in connection with the Profit Recovery and Growth Plan Incentive Program (the “PRGP IP”), our NEOs were granted a non-annual long-term equity grant as structured in the description below. See “Profit Recovery and Growth Plan Incentive Program.”
Equity-Based Compensation Granted in Fiscal 2026. 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 2026 annual equity grants were awarded in August 2025. See also “Grants of Plan-Based Awards in Fiscal 2026” and “Summary Compensation Table.”
 
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56   |   2026 Proxy Statement
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Profit Recovery and Growth Plan Incentive Program
We launched the Profit Recovery and Growth Plan (the “PRGP”) in fiscal 2024 to help rebuild our profit margins and grow sales. As part of the broader transformation through PRGP, our senior leaders led their teams through a period of change while implementing key PRGP pillars and managing their existing business responsibilities. As initially explained in our fiscal 2025 Proxy Statement, to incentivize and retain the leaders who were critical to the success of the PRGP and our enterprise goals, and to acknowledge the substantial additional work being delivered on the PRGP commitments, the Company implemented the PRGP Incentive Program, an additional, one-time grant of restricted stock units under the Share Incentive Plan earned against pre-established performance objectives.
Performance was measured over a single fiscal year, fiscal 2025, and the resulting award was granted on August 28, 2025. Seventy percent (70%) of PRGP performance was tied to the fiscal 2025 PRGP external financial net benefit commitments, while thirty percent (30%) was linked to adoption and leadership key performance indicators supporting the long-term sustainability of the changes being implemented. The award cliff-vests in full on November 1, 2027, 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.” The vesting of the PRGP IP is subject to restrictions on transfer and forfeiture prior to vesting. Upon payout, shares will be withheld to satisfy statutory tax obligations. In all cases, PRGP IP RSUs include dividend equivalents, which are paid in cash at settlement. The cash amount equals the dividends declared per share between the grant date and the vesting date, multiplied by the number of shares delivered.
On August 28, 2025 (fiscal 2026), the NEOs received the PRGP IP equity awards at the approximate value detailed below:
​ ​
Named Executive Officer
​ ​
Target
Opportunity
($)(1)
​ ​
PRGP IP
Results
(%)
​ ​
PRGP IP
Grant Value
($)
​ ​
RSUs
Granted
(#)
​ ​
​ ​
Stéphane de La Faverie
​ ​ ​ $ 2,500,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 4,180,000 ​ ​ ​ ​ ​ 45,549 ​ ​ ​
​ ​
Akhil Shrivastava
​ ​ ​ $ 475,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 794,200 ​ ​ ​ ​ ​ 8,655 ​ ​ ​
​ ​
Jane Hertzmark Hudis
​ ​ ​ $ 1,114,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 1,862,608 ​ ​ ​ ​ ​ 20,297 ​ ​ ​
​ ​
Rashida La Lande
​ ​ ​ $ 625,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 1,045,000 ​ ​ ​ ​ ​ 11,388 ​ ​ ​
​ ​
Roberto Canevari
​ ​ ​ $ 588,750 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 984,390 ​ ​ ​ ​ ​ 10,727 ​ ​ ​
​
(1)
Target opportunity reflects 25% of each executive’s fiscal 2026 annual target equity opportunity.
​
Based on the actual assessment of each of the metrics’ performance, the PRGP Incentive Program resulted in a payout of 167.2%. The payout was determined against the following pre-established fiscal 2025 goals:
​ ​ ​ ​ ​ ​ ​ ​
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% ​ ​ ​
 
​
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2026 Proxy Statement   |   57
​
 
Changes for Fiscal 2027. For fiscal 2027, the Compensation Committee and Subcommittee generally maintained the fiscal 2026 EAIP and long-term incentive design except for the following changes below. 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:
•
Adjusted the percentage weighting of Enterprise Modifier metrics as follows: (i) the Net Sales weighting was increased to 30% (from 20%), (ii) the Diluted EPS weighting and ROIC weighting were each decreased to 15% (from 20%) and, (iii) the OI Margin Percent weighting and Strategic Initiative weighting remained at 20%;
​
•
The Strategic Initiative measure will be tied to the transition from transformation to execution under the Company’s Beauty Reimagined strategic vision;
​
•
Increased the individual Business Unit Strategic Goal weighting to 30% (from 20%) for the executive officers;
​
•
Eliminated the Individual Performance Percentage factor for the executive team, which was previously used to determine the actual equity value (up to 120% of target based on individual performance), beginning with the August 2026 (fiscal 2027) annual equity award;
​
•
The Subcommittee approved an incremental one-time PSU award that is tied to strategic achievement through the Company’s financial performance, while also incentivizing the executive team around long-term margin expansion. See “Incremental One-Time Performance Award” below; and
​
•
The Company implemented a company-wide change to the annual merit cycle, transitioning the effective date from July 1 to September 1 beginning in fiscal 2027. This change aligns with the Company’s Beauty Reimagined strategy and is intended to simplify and harmonize processes, align performance and compensation decisions within a single annual cycle, and reinforce the connection between performance and pay. To support employees through this transition, the Company is providing a one-time lump sum payment to eligible employees designed to preserve the intended full-year merit value associated with the delayed effective date. The Company expects to pay this one-time payment in October 2026.
​
Incremental One-Time Performance Award
Beginning with the fiscal 2027 annual equity awards, the Committee eliminated the Individual Performance Percentage (“IP%”) factor for the executive team, which was previously used to determine an executive’s actual equity award value to as much as 120% of target based on individual performance. In connection with removing that element of compensation, an incremental, one-time performance award (the “Incremental PSU”) was granted in the form of PSUs, designed to focus the executive team on profitable long-term growth and stockholder value creation. These PSUs are subject to organic net sales growth and operating income margin goals measured over a three-year performance period and are delivered in two equal tranches approximately three and four years from the date of grant.
Details of the Incremental PSU are as follows:
​ ​
Incremental One-Time Performance Award
​ ​
​ ​
Award Type
​ ​ PSU Grant ​ ​
​ ​
Performance Period
​ ​ July 1, 2026 – June 30, 2029 ​ ​
​ ​
Award Period
​ ​
First Tranche: July 1, 2026 – June 30, 2029
Second Tranche: July 1, 2026 – June 30, 2030
​ ​
​ ​
Share Delivery Dates
​ ​
First Tranche: 50% delivered September 2029
Second Tranche: 50% delivered September 2030
​ ​
​ ​
Metrics
​ ​
Organic Net Sales Growth (fiscal 2027 – 2029)
Operating Income Margin (end of fiscal 2029)
​ ​
​ ​
Payout Range
​ ​ 25% – 200% of target ​ ​
 
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On August 27, 2026 (fiscal 2027), the NEOs received the Incremental PSU at the approximate values detailed below:
​ ​
Named Executive Officer
​ ​
Incremental PSU
Grant Value
($)
​ ​
PSUs
Granted(1)
(#)
​ ​
​ ​
Stéphane de La Faverie
​ ​ ​ $ 6,201,600 ​ ​ ​ ​ ​ 58,390 ​ ​ ​
​ ​
Akhil Shrivastava
​ ​ ​ $ 1,674,440 ​ ​ ​ ​ ​ 15,766 ​ ​ ​
​ ​
Jane Hertzmark Hudis
​ ​ ​ $ 2,763,440 ​ ​ ​ ​ ​ 26,019 ​ ​ ​
​ ​
Rashida La Lande
​ ​ ​ $ 1,674,440 ​ ​ ​ ​ ​ 15,766 ​ ​ ​
​ ​
Roberto Canevari
​ ​ ​ $ 1,460,480 ​ ​ ​ ​ ​ 13,751 ​ ​ ​
​
(1)
Reflects the number of PSUs granted, though the actual payout will be determined against pre-determined financial goals shown above.
​
For executives who are not retirement eligible, outstanding unvested PSUs are forfeited if they voluntarily terminate employment prior to delivery. For executives who are retirement eligible or terminate employment without cause, regardless of retirement eligibility, any unvested PSUs will vest pro-rata for the number of full months the employee receives salary during the award period, based on actual performance. PSUs are accompanied by dividend equivalents that are paid in cash at the time a PSU is delivered, subject to the terms and conditions of the award. The cash amount paid to the executive officer is equal to the dividends declared per share between the grant date and the delivery date multiplied by the number of shares paid out.
The timeline below outlines the performance period, grant date, and vesting schedule for the PRGP IP RSU grant and the Incremental PSU grant.
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2026 Proxy Statement   |   59
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CEO Compensation
Fiscal 2026 Compensation. For fiscal 2026, Mr. de La Faverie’s annual base salary remained at $1.5 million, his target incentive bonus opportunity remained at $3.0 million, and his target equity opportunity remained at $10.0 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 IP with a grant date value of approximately $4.18 million. See “Profit Recovery and Growth Plan Incentive Program” above.
Fiscal 2027 Compensation Decisions for the CEO. For fiscal 2027, 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 $10.0 million. In August 2026 (fiscal 2027), we granted Mr. de La Faverie annual equity-based compensation with an aggregate value of approximately $10.0 million, comprised of 60% stock options and 40% RSUs. In addition, we granted Mr. de La Faverie an incremental one-time PSU award with a grant date value of approximately $6.20 million. See “Incremental One-Time Performance Award” above. These equity awards will appear in our “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2027” in our Proxy Statement for the 2027 Annual Meeting of Stockholders.
Fiscal 2027 Compensation Decisions for Other NEOs
Akhil Shrivastava, Executive Vice President and Chief Financial Officer. For fiscal 2027, Mr. Shrivastava’s annual base salary is $925,000, his target incentive bonus opportunity is $1.2 million, and his target equity opportunity is $2.7 million. In August 2026 (fiscal 2027), we granted Mr. Shrivastava equity-based compensation with an aggregate value of approximately $2.7 million, comprised of 60% stock options and 40% RSUs. In addition, we granted Mr. Shrivastava an incremental one-time PSU award with a grant date value of approximately $1.67 million. See “Incremental One-Time Performance Award” above.
Jane Hertzmark Hudis, Executive Vice President, Chief Brand Officer. For fiscal 2027, Ms. Hertzmark Hudis’s annual base salary remains at $1.34 million, her target incentive bonus opportunity is $2.34 million, and her target equity opportunity remains at $4.46 million. In August 2026 (fiscal 2027), we granted Ms. Hertzmark Hudis equity-based compensation with an aggregate value of approximately $4.46 million, comprised of 60% stock options and 40% RSUs. In addition, we granted Ms. Hertzmark Hudis an incremental one-time PSU award with a grant date value of approximately $2.76 million. See “Incremental One-Time Performance Award” above.
Rashida La Lande, Executive Vice President and General Counsel. For fiscal 2027, Ms. La Lande’s annual base salary is $955,000, her target incentive bonus opportunity is $1.49 million, and her target equity opportunity is $2.7 million. In August 2026 (fiscal 2027), we granted Ms. La Lande equity-based compensation with an aggregate value of approximately $2.7 million, comprised of 60% stock options and 40% RSUs. In addition, we granted Ms. La Lande an incremental one-time PSU award with a grant date value of approximately $1.67 million. See “Incremental One-Time Performance Award” above.
Roberto Canevari, Executive Vice President, Chief Value Chain Officer. For fiscal 2027, Mr. Canevari’s annual base salary remains at $1.13 million, his target incentive bonus opportunity is $1.36 million, and his target equity opportunity remains at $2.36 million. In August 2026 (fiscal 2027), we granted Mr. Canevari equity-based compensation with an aggregate value of approximately $2.36 million, comprised of 60% stock options and 40% RSUs. In addition, we granted Mr. Canevari an incremental one-time PSU award with a grant date value of approximately $1.46 million. See “Incremental One-Time Performance Award” above.
 
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Compensation Planning and the Decision-Making Process
Peer Group. We believe our peer group represents the market in which we compete for executive talent among U.S. public companies. Given the limited number of direct competitors that are publicly traded in the United States, the Compensation Committee has selected a peer group comprised primarily of consumer products and consumer discretionary companies to ensure the group includes organizations of comparable size and business models to ours. The Compensation Committee also uses international prestige and luxury brand companies for talent and compensation guidance, but because of limited public disclosure of compensation information they are not included in our peer group. The Compensation Committee refers to the peer group data when considering compensation levels and the allocation of compensation elements for executive officers.
Set forth below is the peer group of companies used for compensation in fiscal 2026. Based on the most recently completed fiscal years ending on or before June 30, 2026, our revenues are approximately at the 51st percentile relative to our peer group.
​
•
Bath & Body Works
​
•
Capri Holdings
​
•
Coca-Cola
​
•
Colgate-Palmolive
​
•
Coty
​
•
The Gap
​
•
International Flavors & Fragrances
​
•
Kenvue
​
•
Keurig Dr. Pepper
​
•
Kimberly-Clark
​
 ​ ​
•
Kraft Heinz
​
•
Lululemon
​
•
Mondelez
​
•
Nike
​
•
PVH Corp.
​
•
Ralph Lauren
​
•
Starbucks
​
•
Tapestry
​
•
Ulta Beauty
​
•
V.F. Corporation
​
 ​
The Compensation Committee has determined to use the same peer group for compensation in fiscal 2027.
Compensation Consultant. The Compensation Committee engaged Semler Brossy as its consultant for executive compensation. The Compensation Committee determined that the Compensation Consultant is free of conflicts of interest. The Compensation Consultant reports directly to the Compensation Committee and works with the Compensation Committee (and the Subcommittee) and management to, among other things, provide advice regarding compensation structures in general and competitive compensation data. The Compensation Consultant also reviews information prepared by management for the Compensation Committee or Subcommittee. All of the decisions with respect to determining the amount or form of executive compensation under our executive compensation programs are made by the Compensation Committee or Subcommittee alone and may reflect factors and considerations other than the information and advice provided by the Compensation Consultant. As noted in “Director Compensation,” Semler Brossy provides advice and guidance to the Nominating and ESG Committee regarding non-employee director compensation, and no other services were provided to the Committee, Subcommittee, or the Company in fiscal 2026.
Role of Executive Officers. As noted above, executive compensation is set by the Compensation Committee and Subcommittee. In performing this function, the Compensation Committee and Subcommittee rely on the CEO and the CPO to provide information regarding the executive officers, their roles and responsibilities, and the general performance of the Company and the various business units. These executives take directions from and bring suggestions to the Compensation Committee and Subcommittee. They suggest performance measures and targets for each of the executive officers under the EAIP and the Share Incentive Plan. They also make suggestions regarding terms and conditions of employment agreements. The final decisions regarding salaries, bonuses (including measures, targets, and amounts to be paid), equity grants, and other compensation matters related to executive officers are made by the Compensation Committee or Subcommittee, as the case may be. The CPO and the human resources staff work with the Executive Vice President and General Counsel, the legal staff, the Executive Vice President and Chief Financial Officer, and the finance staff to support the Compensation Committee and Subcommittee.
 
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Other Benefits and Perquisites
Benefits. We determine benefits for executive officers by the same criteria applicable to the general employee population in the location where the executive officer is situated except as noted below. In general, benefits are designed to provide protection to the executives and their families in the event of illness, disability, or death and to provide retirement income. The benefits are important in attracting and retaining employees and mitigating distractions that may arise relating to health care, retirement, and similar matters. Each NEO receives supplemental executive life insurance with a face amount of $5 million. Such life insurance is not generally available to the employee population. For costs associated with this program, see note (6) to the “Summary Compensation Table.”
Perquisites. We provide certain perquisites to our executive officers. The perquisites are comprised of (a) an annual perquisite allowance of $25,000 for Mr. de La Faverie and $15,000 for the other executive officers, which can be used for certain specified expenses; (b) personal use of a company car (or cash in lieu of a company car); (c) reimbursement of up to $5,000 per year for financial counseling services; and (d) spousal or companion travel (with required approval, the executive’s spouse, companion, or domestic partner may accompany the executive on up to two business trips per fiscal year). On occasion, we will provide expense reimbursements relating to relocations. In addition, we make available to our employees, including the NEOs, the ability to obtain a limited amount of our products for free each year or at a discount. The sales of products to employees at a discount are profitable for us.
Post-Termination Compensation
Retirement Plans. We provide retirement benefits to our employees in the United States, including the NEOs, under The Estee Lauder Companies Retirement Growth Account Plan (the “RGA Plan”), the related The Estee Lauder Inc. Benefits Restoration Plan (the “Restoration Plan”), and The Estee Lauder Companies 401(k) Savings Plan. Executive officers who have worked for our subsidiaries outside the United States may also be covered under plans covering such employees. As with other benefits, the retirement plans are intended to enable us to attract and retain employees. The plans provide employees, including executive officers, with an opportunity to plan for future financial needs during retirement. For a more detailed discussion on the retirement plans, see “Pension Benefits.”
Deferred Compensation. We currently allow executive officers to defer a portion of their base salary and annual bonus. Under the terms of their employment agreements and the EAIP, each of the NEOs may elect to defer all or part of the officer’s incentive bonus compensation, subject to the requirements of Section 409A of the Internal Revenue Code (“Section 409A”). The ability to defer is provided to participating executive officers as a way to assist them in saving for future financial needs with relatively little cost to us. The amounts deferred are a general obligation of ours, and the cash that is not paid currently may be used by us for our general corporate purposes. For information about deferred compensation, see “Nonqualified Deferred Compensation in Fiscal 2026.”
Potential Payments upon Termination of Employment. As discussed in more detail under “Potential Payments upon Termination of Employment or Change of Control,” the NEOs’ employment agreements (as well as agreements related to equity compensation awards) provide for certain payments and other benefits in the event the officer’s employment is terminated under certain circumstances, such as retirement, disability, death, termination by us without cause, termination by us for material breach of the officer’s employment arrangement, or termination by the executive officer for “Good Reason” following a “Change of Control.”
In view of the Lauder family’s ownership of shares with substantial voting power, they have the ability to determine whether our Company will undergo a “Change of Control.” In order to protect the interests of the executive officers and to keep them involved and motivated during any process that may result in a “Change of Control,” outstanding annual PSUs contain provisions that accelerate vesting upon a “change in control.” Unvested RSUs, stock options, and other (non-annual) long-term equity awards contain provisions that provide for accelerated vesting, exercisability, or payment after a “Change of Control” only if we terminate the executive officer’s employment without cause or the executive officer terminates employment for “Good Reason.” Annual PSUs granted after November 8, 2024 contain provisions that provide for accelerated vesting, exercisability, or payment after a “Change of Control” only if we terminate
 
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the executive officer’s employment without cause or the executive officer terminates employment for “Good Reason.” The executive employment agreements similarly provide such a “double trigger” for other severance benefits.
The award documents in connection with our equity grants contain certain provisions regarding treatment of the awards upon termination, including retirement. Prior to the equity grants granted in August 2026 (fiscal 2027), unvested annual PSUs, RSUs, and stock options granted to executive officers, who are retirement eligible, whether they terminate voluntarily or are terminated without cause, will continue to vest with the original schedule. Specifically, to the extent the performance is achieved, a retiree’s annual PSUs will vest in accordance with the original vesting schedule. In addition, stock options become immediately exercisable upon retirement and are exercisable for the remainder of their ten-year terms. Beginning in August 2026 (fiscal 2027), unvested PSUs and stock options will vest upon retirement on a pro-rata basis for the number of full months the executive received salary during the vesting period. Unvested annual RSUs granted to executive officers, who are retirement eligible, whether they terminate voluntarily or are terminated without cause, will continue to vest with the original schedule.
The Share Incentive Plan provides for forfeiture of outstanding awards in the event that after termination of employment, a participant competes with or otherwise conducts herself or himself in a manner adversely affecting the Company.
Tax Matters
The Internal Revenue Code limits the tax deductibility of compensation in excess of $1 million per year paid to executive officers who are “covered employees” under Section 162(m) of the Internal Revenue Code (“Section 162(m)”). Prior to the Tax Cuts and Jobs Act (the “TCJA”), performance-based compensation meeting specified requirements was exempt from this deduction limit. As a result of the TCJA, however, effective for the Company in fiscal 2019, compensation in excess of $1 million paid to our “covered employees” under Section 162(m) is generally not tax deductible, even if such compensation is performance-based or paid following termination of employment. Under the TCJA, once an executive officer becomes a “covered employee,” that individual will remain a “covered employee” for all subsequent years. The TCJA includes a transition rule under which compensation that would have been exempt from the deduction limitation prior to TCJA that is payable pursuant to a written binding contract that was in effect on November 2, 2017, and was not materially modified after that date, will remain tax deductible. To the extent applicable, we generally expect to avail ourselves of this transition rule. Given the compensation philosophy and objectives described in this “Compensation Discussion and Analysis” and the limitations imposed by the TCJA, the Compensation Committee and Subcommittee approve the payment of compensation that may not be deductible.
Executive Stock Ownership Guidelines and Holding Requirements
The Company has stock ownership guidelines for executive officers to further align their interests with those of our stockholders. Under these guidelines, each executive officer is required to have equity holdings with a value equal to or greater than a specified multiple of the officer’s annual base salary. Any temporary salary reductions do not impact the stock ownership requirements.
An executive officer who commences employment with the Company or who is promoted from within the Company has until the fifth anniversary of the date of employment or effective date of promotion to comply with these guidelines. Each of our NEOs has five years from the effective date of employment or promotion to meet their requirement, which is measured at the next record date for the annual meeting of stockholders. As of the Record Date, all of the NEOs are in compliance with this requirement.
​ ​
Executive Officer
​ ​
Required Multiple
of Salary
​ ​
​ ​ President and Chief Executive Officer ​ ​ ​ ​ 6 ​ ​ ​
​ ​ Other Executive Officers ​ ​ ​ ​ 3 ​ ​ ​
 
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2026 Proxy Statement   |   63
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The following table shows which equity holdings count for purposes of meeting our stock ownership guidelines:
​ ​
What Counts      
​ ​
What Does Not Count
​ ​
​ ​
[MISSING IMAGE: ic_tickmark-bw.gif]
​ ​
Common Stock(1)
​ ​
[MISSING IMAGE: ic_x-bw.gif]
​ ​
Stock Options (vested or unvested)
​ ​
​ ​
[MISSING IMAGE: ic_tickmark-bw.gif]
​ ​
Unvested RSUs
​ ​
[MISSING IMAGE: ic_x-bw.gif]
​ ​
Unvested PSUs(3)
​ ​
​ ​
[MISSING IMAGE: ic_tickmark-bw.gif]
​ ​
Vested PSUs(2)
​ ​ ​ ​ ​ ​ ​ ​
​
(1)
Common Stock means Class A Common Stock or Class B Common Stock held directly by the executive officer or the officer’s immediate family or held in entities controlled by the officer or the officer’s immediate family members (including trusts for the benefit of the officer or immediate family members). However, any shares of Common Stock that are hedged or pledged do not count for purposes of these stock ownership guidelines.
​
(2)
Vested PSUs mean PSUs 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 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, 2026.
Pledging Policy
Our outstanding equity award agreements for PSUs 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.
 
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Hedging Policy
The Company prohibits all employees (including officers) and directors of the Company, as well as certain family members and entities affiliated with such persons, from purchasing financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions, that hedge or offset or are designed to hedge or offset, any decrease in the market value of the Company’s securities, unless such transactions are approved in advance by the Legal Department and made in compliance with the Company’s Insider Trading Policy. However, no such approval shall be given for any such transactions with regard to any outstanding equity grants, which are prohibited under all circumstances.
Recoupment Policies
Recoupment Policy Applicable to Incentive-Based Compensation Received by Executive Officers Prior to October 2, 2023.
Annual and long-term incentive compensation (whether in the form of stock options or paid or payable in cash or equity) awarded to executive officers are subject to an executive compensation recoupment policy, also known as a “clawback.” Under the policy, recoupment would apply in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the applicable securities laws. Recoupment would apply to any current or former executive officer who received incentive compensation within the three-year period prior to the restatement, and the amount to be recouped would be the amount in excess of what the executive officer would have been paid under the restatement.
Recoupment Policy Applicable to Incentive-Based Compensation Received by Executive Officers on or After October 2, 2023.
On November 17, 2023, the Board adopted a Recoupment Policy in compliance with the final rules required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and the SEC, and applicable NYSE listing standards. The Recoupment Policy provides for the mandatory recoupment of erroneously awarded incentive-based compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the applicable securities laws. In such an event, the Company would seek to recover the amount of erroneously awarded incentive-based compensation paid to applicable executives that was in excess of the amount that would have been awarded based on the related financial results, subject to and in accordance with the terms of the Recoupment Policy and applicable law. The Recoupment Policy applies to compensation received (as defined in the policy) after October 2, 2023. More information regarding our Incentive-Based Recovery Policy can be found in Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
Compensation Committee and Stock Plan Subcommittee Report
The Compensation Committee and the Stock Plan Subcommittee have reviewed and discussed with management the foregoing Compensation Discussion and Analysis in this Proxy Statement on Schedule 14A. Based on such review and discussions, the Compensation Committee and the Stock Plan Subcommittee have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended June 30, 2026.
​ Compensation Committee ​ ​ Stock Plan Subcommittee ​
​ Paul J. Fribourg (Chair)
Charlene Barshefsky
Arturo Nuñez
Eric L. Zinterhofer 		​ ​ Charlene Barshefsky
Paul J. Fribourg
Arturo Nuñez 		​
 
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2026 Proxy Statement   |   65
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