Charlene Barshefsky
ESTEE LAUDER COMPANIESAbout Charlene Barshefsky
Ambassador Charlene Barshefsky (age 75) has served on The Estée Lauder Companies’ Board since 2001; her current term is a Class III seat expiring in 2026. She is an independent director and serves on the Compensation Committee and its Stock Plan Subcommittee; she previously served as Presiding Director through November 8, 2024 before the Board appointed Richard F. Zannino as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the U.S. Trade Representative | United States Trade Representative | 1997–2001 | Led U.S. trade policy; international negotiations |
| Office of the U.S. Trade Representative | Deputy USTR; Acting USTR | 1993–1996 | Senior trade policymaker |
| WilmerHale | Senior International Partner | Until March 2021 | Global legal and trade expertise |
| Parkside Global Advisors | Chair | Current | Strategic consulting leadership |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Stagwell Inc. | Director | Current | Public company board service |
| American Express Company | Director | Within past 5 years | Public company board service |
| Intel Corporation | Director | Prior | Public company board experience |
| Starwood Hotels & Resorts Worldwide, Inc. | Director | Prior | Public company board experience |
| Council on Foreign Relations | Member | Current | Policy network affiliation |
| Howard Hughes Medical Institute | Trustee | Current | Non-profit governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined “independent” under NYSE and company standards |
| Committee Assignments | Compensation Committee; Stock Plan Subcommittee (member) |
| Presiding/Lead Independent | Presiding Director through Nov. 8, 2024; Lead Independent Director role transitioned to Richard F. Zannino |
| Meeting Cadence (FY25) | Board: 7; Audit: 7; Compensation & Stock Plan Subcommittee: 7; Nominating & ESG: 5 |
| Attendance (FY25) | Combined attendance >97%; no director <75%; all directors attended the 2024 Annual Meeting |
| Controlled Company Context | Family-controlled, dual-class stock, classified board; majority independent directors; Lead Independent Director structure |
Fixed Compensation
| Component | Structure/Amount | FY2025 Actual |
|---|---|---|
| Board annual cash retainer | $100,000 (payable quarterly; deferrable) | $115,500 cash fees earned/paid |
| Committee membership fees | Compensation Committee (incl. Stock Plan Subcommittee): $8,000/year; Audit: $12,000; Nominating & ESG: $8,000 | Included in cash fees above |
| Chair roles | Audit Chair: +$25,000; Compensation Chair: +$15,000; Nominating & ESG Chair: +$15,000 | Not applicable (not chair) |
| Lead Independent Director retainer | $30,000/year (payable quarterly; deferrable) | Served as Presiding Director in FY25; cash table includes amounts for Presiding/Lead roles where applicable |
| Deferred comp interest | Interest credited at Citibank base rate; amount shown reflects interest above AFR | $70,550 change in nonqualified deferred comp earnings |
Performance Compensation
| Component | Grant Policy | FY2025 Detail |
|---|---|---|
| Annual Stock Units retainer | $75,000 grant at each Annual Meeting; dividend equivalents; converts to Class A shares after Board service ends | $75,000 stock awards; 22,537 shares underlying outstanding stock unit awards as of June 30, 2025 |
| Annual Stock Options | Options valued ≤$100,000 on grant date; strike = closing price at grant; exercisable 1 year post-grant; 10-year term | $99,992 option awards; 26,063 shares underlying director stock options outstanding as of June 30, 2025 (incl. 13,904 via family trust) |
Performance Metrics
| Metric | Applies to Director Compensation? |
|---|---|
| Financial/ESG metrics tied to director pay | None; non-employee director pay is retainer-based plus annual equity, not performance-conditioned |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Stagwell Inc. |
| Recent public boards (≤5 yrs) | American Express Company |
| Prior public boards | Intel Corporation; Starwood Hotels & Resorts Worldwide, Inc. |
| Compensation Committee Interlocks | None of the FY25 Compensation Committee members (incl. Barshefsky) were current/former officers or had relationships requiring disclosure; no reciprocal committee/director interlocks with other issuers |
Expertise & Qualifications
- International, government, and public policy experience as USTR; legal expertise as Senior International Partner at WilmerHale .
- Board experience at major public companies (American Express, Intel, Stagwell, Starwood) and trustee experience (HHMI) .
Equity Ownership
| Category | Shares/Units |
|---|---|
| Class A shares via family trusts | 79,750 |
| Class A shares via spouse | 50 |
| Stock units payable in shares | 22,537 shares underlying units |
| Director stock options (beneficial ownership table) | 21,969 shares underlying options |
| Director stock options (outstanding awards table) | 26,063 shares underlying options outstanding; includes 13,904 via family trust |
| Director stock ownership guidelines | Counts: Common Stock, Stock Units (share payout); Does not count: Stock Options; hedged/pledged shares excluded |
Note: The beneficial ownership table includes shares and exercisable options as of specified dates; outstanding awards table reflects total director option awards outstanding. Differences reflect definitional and timing nuances in proxy disclosure .
Governance Assessment
- Independence and tenure: Independent director since 2001 with deep policy/legal credentials; serves on Compensation and Stock Plan Subcommittee, indicating involvement in executive pay design and equity plan governance .
- Leadership and engagement: Served as Presiding Director through Nov. 8, 2024; Board maintained >97% attendance with no director below 75%, and all directors attended the 2024 Annual Meeting—signals strong engagement .
- Compensation alignment: Mix of cash retainers plus annual stock units and options (time-based), with personal deferral of cash retainers into an interest-bearing account—suggests long-term alignment without short-term performance incentives for directors .
- Ownership and incentives: Holds stock units (22,537) and director options; director ownership guidelines exclude hedged/pledged shares—no pledging/hedging disclosed for Barshefsky, and guidelines reinforce alignment .
- Conflicts/related-party exposure: Proxy discloses multiple Lauder family related-party relationships but none involving Barshefsky; Compensation Committee disclosure affirms no interlocks or insider participation requiring disclosure—low conflict risk specific to her .
- Controlled company considerations: The Lauder family’s voting control, dual-class stock, and classified board can structurally limit minority shareholder influence; use of a Lead Independent Director and majority independent board mitigates some governance risk .