ESTEE LAUDER COMPANIES INC
For the period ended Nov 8, 2024. Filed Sep 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 8, 2024 · Filed Sep 19, 2024
Contents
Proxy Statement Summary
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. The approximate date on which this Proxy Statement and form of proxy are first being provided to stockholders, or being made available through the Internet for those stockholders receiving their proxy materials electronically, is September 19, 2024.
2024 Annual Meeting of Stockholders
| | Date and Time: | | | Friday, November 8, 202410:00 a.m., Eastern Time | | | Place: | | | The Annual Meeting will be held in a virtual-only format via live webcast on the Internet: www.virtualshareholdermeeting.com/EL2024 | |
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| | Record Date: | | | September 9, 2024 | | | | | |||
Voting Matters
| ITEMS OF BUSINESS | | | BOARD RECOMMENDATION | | | PROXY STATEMENT DISCLOSURE | | ||||
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| 1 | | | | Election of Class I Directors | | | FOR each Director Nominee | | | Page 9 | |
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| 2 | | | | Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Auditors | | | FOR | | | Page 89 | |
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| 3 | | | | Advisory Vote to Approve Executive Compensation | | | FOR | | | Page 91 | |
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| 4 | | | | Approval of The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan | | | FOR | | | Page 93 | |
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Director Nominees
Below is information about the Class I Director Nominees standing for election to serve until the 2027 Annual Meeting of Stockholders, reflecting committee assignments as of September 9, 2024 (the “Record Date”). Additional information about these Director Nominees and the other Directors can be found in this Proxy Statement. See “Election of Directors.”
| | | Nominee | | | Current Position | | | Committee Membership | | |
|---|---|---|---|---|---|---|---|---|---|---|
| | | Paul J. Fribourg | | | Chairman and Chief Executive Officer, Continental Grain Company | | | Audit Committee; and Compensation Committee (Chair) and Stock Plan Subcommittee | | |
| | | Jennifer Hyman | | | Co-founder, Chief Executive Officer, and Chair, Rent the Runway, Inc. | | | Audit Committee; and Nominating and ESG Committee | | |
| | | Arturo Nuñez | | | Founder and Chief Executive Officer of AIE Creative | | | Audit Committee; and Compensation Committee and Stock Plan Subcommittee | | |
| | | Barry S. Sternlicht | | | Chairman and Chief Executive Officer, Starwood Capital Group | | | Nominating and ESG Committee | | |
| | | | 2024 Proxy Statement | 1 | |
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| | 2 | 2024 Proxy Statement | | | |
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| | | | 2024 Proxy Statement | 3 | |
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Executive Compensation Highlights
| | | Key Compensation Matters noted in Compensation Discussion and Analysis, Summary Compensation Table, and related tables and narratives | | | ||||
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| | | CEO Annual Compensationfor Fiscal 2024 | | | | In August 2023, the Compensation Committee determined that the base salary rate for Fabrizio Freda, our CEO, would remain at $2.1 million and Mr. Freda’s bonus opportunity would remain at $5.78 million. The Stock Plan Subcommittee determined Mr. Freda’s equity target would remain at $12.5 million. Actual bonus and actual equity grant date value for fiscal 2024 were below target. | | |
| | | Fiscal 2025 Payout of February 2018 Non-Annual Performance Stock Units (“PSUs”) to CEO vested in Fiscal 2021 and 2022 | | | | On September 3, 2024 (fiscal 2025), Mr. Freda received a payout of 195,940 shares for both tranches of the non-annual PSUs that were granted in February 2018, as well as a cash payment for dividend equivalents. The service and performance periods for these PSUs covered six-and-a-half years. For additional information, see “Additional (non-annual) Performance-Based Long-Term Equity Grants to CEO in Fiscal 2018 and Fiscal 2021.” | | |
| | | NEO Annual Stock-Based Compensation for Fiscal 2024 | | | | The annual equity mix remained weighted equally among PSUs, Stock Options, and Restricted Stock Units. The annual stock-based compensation awarded to our Named Executive Officers (the “NEOs”) in fiscal 2024 was based on target grant levels and an assessment of each officer’s performance and expected future contributions. These awards are shown in “Grants of Plan-Based Awards in Fiscal 2024.” | | |
| | | EAIP Payouts for NEOs for Fiscal 2024 are Below Target | | | | Our NEOs achieved fiscal 2024 payout percentages under the Executive Annual Incentive Plan (“EAIP”) ranging from 52.7% to 72.0% out of a possible maximum of 150% of target bonus opportunities. Actual payouts were made in mid-September 2024. Such payouts were determined by applying the payout percentages to the fiscal 2024 target bonus opportunities and are shown in the “Summary Compensation Table.” | | |
| | | No Payout of PSUs granted to NEOs in Fiscal 2022 | | | | Based on the Company’s below-threshold performance over the three-year period ended June 30, 2024, the PSUs granted in September 2021 (fiscal 2022) resulted in no payouts to our NEOs. | | |
| | 4 | 2024 Proxy Statement | | | |
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TABLE OF CONTENTS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.