Annabelle Yu Long
ESTEE LAUDER COMPANIESAbout Annabelle Yu Long
Annabelle Yu Long (age 52) is the Founding and Managing Partner of BAI Capital (since 2021), previously CEO of Bertelsmann China Corporate Center and Managing Partner of Bertelsmann Asia Investments (2008–2020), and a member of the Bertelsmann Group Management Committee. She is a Class II nominee to EL’s Board in 2025 (term to 2028 if elected) and was determined “independent” under NYSE rules by EL’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BAI Capital | Founding & Managing Partner | 2021–present | Leads venture investments; global consumer/technology exposure |
| Bertelsmann China Corporate Center | Chief Executive Officer | 2008–2020 | Led China corporate center operations |
| Bertelsmann Asia Investments | Managing Partner | 2008–2020 | Built Asia investing platform (consumer/tech) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tapestry, Inc. | Director | Current | Luxury consumer adjacency |
| NIO Inc. | Director | Current | Automotive/EV |
| The Hongkong and Shanghai Banking Corporation Limited | Director | Current | Banking; subsidiary of HSBC |
| LexinFintech Holdings Ltd. | Director | Current | Fintech |
| Linmon Media Limited | Director | Prior 5 years | Former board role within last 5 years |
Board Governance
- Independence: Board determined Long is “independent” under EL’s Director Independence Standards and NYSE rules .
- Nomination: Recommended by non-management directors; nominated to stand for election as a Class II Director at the 2025 Annual Meeting .
- Committee assignments: None listed for Long as of the Record Date (Sept 15, 2025) .
- Controlled company context: Lauder family controls ~84% of voting power; EL uses NYSE controlled company exemptions (non-independent members on Compensation and Nominating & ESG Committees), but Audit Committee is fully independent and committee chairs (Audit, Nominating & ESG, Compensation) are independent; Stock Plan Subcommittee is solely independent .
Board and committee cadence and attendance (FY2025):
| Governance Metric | FY2025 Value | Notes |
|---|---|---|
| Board meetings | 7 | |
| Audit Committee meetings | 7 | |
| Compensation Committee meetings | 7 | |
| Nominating & ESG Committee meetings | 5 | |
| Combined attendance | >97% | |
| Directors with <75% attendance | 0 | |
| Exec sessions (non-employee directors) | 6 | |
| Exec sessions (independent directors) | 1 | |
| 2024 Annual Meeting attendance | All serving directors attended |
Fixed Compensation
EL Non-Employee Director Compensation (FY2025):
| Component | Amount (USD) | Details |
|---|---|---|
| Annual Board Cash Retainer | 100,000 | Payable quarterly; may be deferred |
| Committee Membership – Audit | 12,000 | Additional annual cash retainer |
| Committee Membership – Compensation | 8,000 | Additional annual cash retainer |
| Committee Membership – Nominating & ESG | 8,000 | Additional annual cash retainer |
| Committee Chair – Audit | 25,000 | Additional annual cash retainer |
| Committee Chair – Compensation | 15,000 | Additional annual cash retainer |
| Committee Chair – Nominating & ESG | 15,000 | Additional annual cash retainer |
| Chair of the Board | 225,000 | Additional cash retainer |
| Lead Independent Director | 30,000 | Additional cash retainer |
| Deferral elections | — | Cash retainers may be deferred into stock units (with dividend equivalents) or an interest-bearing account; paid after Board service ends |
Performance Compensation
Director equity and options:
| Component | Grant Timing | Grant Value (USD) | Vesting/Exercise | Key Terms |
|---|---|---|---|---|
| Annual Stock Units Retainer | Each Annual Meeting | 75,000 | Converted to shares on/after first business day of the calendar year following end of Board service; dividend equivalents accrue | Under Director Share Plan |
| Annual Stock Options | Each Annual Meeting | ≤100,000 | Exercisable beginning 1 year post-grant (continued service required); 10-year term | Exercise price = closing price on grant date |
| Initial Stock Unit Grant (new non-employee directors) | First Annual Meeting >6 months after initial election | 300,000 (capped at 2,000 shares) | Converted to shares after end of Board service | Based on 20-day average closing price |
Performance metrics tied to director compensation:
| Metric | Used in Director Compensation? | Notes |
|---|---|---|
| Revenue growth, EBITDA, TSR percentile, ESG goals | Not disclosed/applicable | Proxy describes fixed cash, stock units, and options for directors; no performance metrics are specified for director pay |
Stock ownership guidelines:
| Guideline | Requirement |
|---|---|
| Director ownership | ≥5× annual cash retainer ($500,000) within 5 years of initial election; waivers/extensions possible if price-driven shortfall |
| What counts | Common Stock and Stock Units (share payout and cash payout) held directly/indirectly; excludes any hedged or pledged shares |
| What does not count | Stock options (vested or unvested) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Note |
|---|---|---|
| Tapestry, Inc. | Director | Consumer luxury adjacency; no related person transaction involving Long disclosed in proxy excerpts; Audit Committee oversees related-party policy |
| NIO Inc. | Director | Automotive/EV; no EL-related transactions involving Long disclosed in proxy excerpts |
| The Hongkong and Shanghai Banking Corporation Limited | Director | Banking; related person transactions subject to Audit Committee review |
| LexinFintech Holdings Ltd. | Director | Fintech; no EL-related transactions involving Long disclosed in proxy excerpts |
| Linmon Media Limited | Director (past 5 years) | Former role; no EL-related transactions disclosed in proxy excerpts |
Board service limits: EL guidelines cap non-CEO directors at 5 public company boards including EL; Long’s current four boards would become five with EL, at the cap .
Expertise & Qualifications
- Global entrepreneurial, consumer product, technology, investing and management experience via leadership at BAI Capital; China market expertise .
- Board experience across Tapestry, HSBC (HK subsidiary), NIO, Linmon Media, LexinFintech; financial experience .
Equity Ownership
- Beneficial ownership: The “Ownership of Shares” section lists directors and nominees; the displayed table excerpt does not include a row for Long, and her EL holdings are not disclosed in the provided proxy excerpts .
- Directors may defer retainers into stock units; multiple directors held units outstanding and deferrals as of June 30, 2025 (context for alignment), with annual stock unit grants of 905.60 shares to each director in FY2025; options and units settle post-service .
Governance Assessment
- Independence and process: Long is deemed independent; her nomination was initiated by non-management directors and evaluated by the Nominating & ESG Committee—appropriate for board refresh and global expertise infusion .
- Time-commitment: At five public company boards if elected (including EL), she would sit at EL’s stated cap for non-CEO directors; monitor engagement and attendance given multi-board responsibilities .
- Committee placement: No committee assignment yet; expect placement post-election. Audit Committee remains fully independent; independent chairs and an independent Stock Plan Subcommittee partially mitigate controlled-company risks .
- Alignment: Director pay mixes cash and equity (stock units and options) with deferral into stock units and a robust ownership guideline, supporting long-term alignment; equity units settle only after service ends .
- Attendance culture: EL’s FY2025 attendance exceeded 97%; no director below 75%; strong baseline for board effectiveness .
- Related-party/transactions: No related person transactions involving Long are disclosed in the provided proxy excerpts; EL’s Audit Committee administers a formal related person transactions policy .
- Controlled-company context: Lauder family’s ~84% voting power and dual-class structure influence governance; non-independent participation on Comp and Nominating committees is permitted under NYSE rules, but independent leadership roles and majority-independent board are positives .
- RED FLAGS:
- Controlled-company exemptions and concentrated voting power may limit minority investor influence; continue monitoring committee independence dynamics .
- Pledged shares by Ronald S. Lauder (4,768,846 Class B shares) highlight a broader alignment risk context for EL; not specific to Long but relevant to overall governance environment .