Barry Sternlicht
ESTEE LAUDER COMPANIESAbout Barry S. Sternlicht
Independent director at The Estée Lauder Companies Inc. since 2004; age 64 as of the 2025 proxy. Serves on the Nominating and ESG Committee. Background spans global real estate and private equity as Chairman/CEO of Starwood Capital Group and Starwood Property Trust, with prior public company CEO experience at Starwood Hotels & Resorts Worldwide. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starwood Hotels & Resorts Worldwide, Inc. | Chairman & CEO | 1995–early 2005 | Led a major hospitality platform; public company leadership experience |
| Starwood Capital Group | Chairman & CEO | Not disclosed | Global investment firm focused on real estate; financial and PE expertise |
External Roles
| Organization | Role | Status |
|---|---|---|
| Starwood Capital Group | Chairman & CEO | Current |
| Starwood Property Trust, Inc. | Chairman & CEO | Current |
| Starwood Real Estate Income Trust, Inc. | Chairman of the Board | Current |
| Jaws Mustang Acquisition Corp | Founder & Chairman | Current |
| A.S. Roma | Director | Within past 5 years |
| Cano Health, Inc. | Director | Within past 5 years |
| Invitation Homes, Inc. | Director | Within past 5 years |
| Jaws Spitfire/Wildcat/Hurricane/Juggernaut Acquisition Corps | Director/Founder/Chair | Within past 5 years |
| Vesper Healthcare Acquisition Corp | Director | Within past 5 years |
Board Governance
- Committee assignments: Nominating and ESG Committee; committee chaired by Jennifer Tejada; mix of independent and non-independent members (W. Lauder is non-independent on the committee).
- Independence: Board determined Sternlicht is “independent” under NYSE and Company standards.
- Attendance/engagement: In FY2025, Board, Audit, and Compensation each met 7 times; Nominating & ESG met 5 times. Combined attendance >97%; no director <75%. Six executive sessions of non‑employee directors; one executive session of independent directors; directors expected to attend the annual meeting and all directors attended 2024 annual meeting.
- Lead Independent Director: Richard F. Zannino served as Lead Independent Director beginning Nov 8, 2024 and was re-appointed for the post‑2025 annual meeting year (subject to re‑election).
Fixed Compensation
| Component (FY2025) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 108,000 |
| Stock Awards (annual stock units retainer) | 75,000 |
| Option Awards (annual director options) | 99,992 |
| Total | 282,992 |
- Program structure: Annual Board cash retainer $100,000; committee cash retainers $8,000 (Comp incl. Stock Plan Subcommittee) and $8,000 (Nominating & ESG); Audit Committee member $12,000; Audit Chair $25,000; Compensation & Nominating Chairs $15,000; Lead Independent Director $30,000; Chair of the Board $225,000 (not applicable to Sternlicht).
- Equity structure: Annual stock units retainer $75,000, sized by 20-day average price; annual options valued ≤$100,000, exercisable one year after grant, 10-year term; initial stock unit grant for new directors $300,000 capped at 2,000 units.
Mix observations (derived from table above): Cash ~38.2%, stock units ~26.5%, options ~35.3% of FY2025 total (percentages calculated from cited amounts).
Performance Compensation
- No performance-linked metrics disclosed for non-employee director compensation; awards are time-based stock units and options (options vest after one year).
Other Directorships & Interlocks
- No EL-disclosed related-party transactions involving Sternlicht; “Certain Relationships and Related Transactions” section focuses on Lauder family arrangements and does not list Sternlicht.
- Compensation Committee interlocks: FY2025 members (Barshefsky, Fribourg, Nuñez, and Zinterhofer) had no relationships requiring disclosure; Sternlicht is not on this committee.
Expertise & Qualifications
- Global business, investment, real estate, financial, private equity, and consumer/luxury industry expertise, including founding and leading large-scale platforms.
- Extensive public company board experience across sectors.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 110,434 shares (includes certain RSUs vesting within 60 days and exercisable options) |
| Director stock options outstanding (Class A) | 26,063 shares underlying options outstanding as of June 30, 2025 |
| Director stock units outstanding (annual stock unit retainers) | 17,653 shares underlying stock units outstanding as of June 30, 2025 (includes dividend equivalents) |
| Deferred cash retainer into stock units | 45,709 stock units (value tracks Class A with dividend equivalents) |
| Director stock ownership guideline | Required ≥5× annual cash retainer ($500,000); company states each director >5 years meets guideline or has waiver as of Record Date |
- Ownership counts exclude hedged or pledged shares for guideline purposes; pledged shares do not count.
Governance Assessment
-
Positives: Long-tenured independent director with deep real estate/PE credentials; strong attendance record overall for the Board; service on Nominating & ESG is aligned with governance oversight; significant equity alignment through stock units and options; ability to defer cash retainers into equity units demonstrates alignment.
-
Considerations/risks: EL is a “controlled company” with dual-class voting; non‑independent participation permitted on Nominating & ESG and Compensation Committees, which can dilute perceived independence of governance processes (though Audit is fully independent and committee chairs are independent). Overboarding risk should be monitored given multiple external roles (Board guidelines cap at five public boards for non‑CEO directors). No Sternlicht-specific related-party transactions or pledging disclosed.
-
RED FLAGS: None disclosed specific to Sternlicht (no related-party transactions, hedging/pledging not indicated). The broader controlled company structure and family committee participation may be perceived as governance risk factors at the issuer level.