ESTEE LAUDER COMPANIES INC

For the period ended Nov 13, 2025. Filed Sep 25, 2025.

About this filing

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 13, 2025 · Filed Sep 25, 2025

EL$110.06+2.2%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting. This Proxy Statement and form of proxy are expected to be mailed or made available online to stockholders receiving electronic delivery on or around September 25, 2025.

2025 Annual Meeting of Stockholders

	Date and Time:			Thursday, November 13, 2025 9:00 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/EL2025
	Record Date:			September 15, 2025

Voting Matters

ITEMS OF BUSINESS	BOARD RECOMMENDATION		PROXY STATEMENT DISCLOSURE
1		Election of five Class II Directors and one Class I Director		FOR each Director Nominee	Page 11

2		Ratification of Appointment of PricewaterhouseCoopers LLP as Independent Auditors		FOR	Page 94

3		Advisory Vote to Approve Executive Compensation		FOR	Page 96

4		Approve Amendments to the Restated Certificate of Incorporation to Eliminate the Monetary Liability of Certain Officers as Permitted by Delaware Law and to Make Certain Miscellaneous Changes to Article IV thereof		FOR	Page 97

5		Approve Amendments to the Restated Certificate of Incorporation to Make Certain Miscellaneous Changes to Articles V and VI thereof		FOR	Page 99

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Director Nominees

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

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

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

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Executive Compensation Highlights

		Select Compensation Matters
		Senior Leadership Team Annualized Target Compensation Expense Reduction				Through the executive leadership team realignment and by streamlining the broader senior leadership team, we are driving a 28% reduction in annualized target compensation expense.*
		Mr. de La FaverieCEO Annual Compensation				In connection with Mr. de La Faverie’s promotion to President and Chief Executive Officer effective January 1, 2025, and under his Amended Employment Agreement, his annual base salary was set at $1.5 million, his annual bonus opportunity at $3.0 million, and his annual equity-award target opportunity at $10.0 million. For additional information, see “CEO Compensation.”
		Named Executive Officers (“NEOs”) Annual Stock-Based Grants for Fiscal 2025				The relative mix of long-term equity-based compensation for the NEOs in fiscal 2025 was 40% Performance Share Units (“PSUs”) (up from 33% in fiscal 2024), 40% Restricted Stock Units (“RSUs”) (up from 33%), and 20% Stock Options (down from 33%). In addition, the maximum potential equity value for annual long-term incentive grants was reduced by bringing down the maximum Individual Performance Percentage factor from 125% to 120%. These awards are shown in “Grants of Plan-Based Awards in Fiscal 2025.”
		EAIP Payouts for NEOs for Fiscal 2025 are Below Target				Our NEOs achieved fiscal 2025 payout percentages under the Executive Annual Incentive Plan (“EAIP”) ranging from 47.5% to 59.2% out of a possible maximum of 150% of target bonus opportunities. Such payouts were determined by applying the payout percentages to the fiscal 2025 target bonus opportunities and are shown in the “Summary Compensation Table.”
		No Payout of Annual PSUs granted to NEOs in Fiscal 2023				Based on the Company’s below-threshold performance over the three-year period ended June 30, 2025, the annual PSUs granted in September 2022 (fiscal 2023) resulted in no payouts to our NEOs.
		Executive Leadership Changes in Fiscal 2025				We signed agreements with Mr. Freda and certain other executive officers in connection with the transition of leadership. For additional information, see “Named Executive Officer Transitions (Fabrizio Freda, Tracey T. Travis, and Peter Jueptner).”

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

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ContentsView on SEC.gov

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