Eric Zinterhofer
ESTEE LAUDER COMPANIESAbout Eric L. Zinterhofer
Eric L. Zinterhofer, age 54, is a Class I Director nominee at The Estée Lauder Companies (EL), serving since January 10, 2025; he is a Founding Partner of Searchlight Capital Partners and previously a senior partner at Apollo Management (1998–May 2010) . He is Chairman of Charter Communications and a director of Liberty Latin America; within the past five years, he served on Global Eagle Entertainment and Hemisphere Media Group . He is a Lauder family designee under the Stockholders’ Agreement (son‑in‑law of Ronald S. Lauder) and is not independent; he serves on EL’s Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Management, L.P. | Senior Partner | 1998–May 2010 | Led leveraged buyouts and growth investments; significant PE and capital markets experience . |
| Searchlight Capital Partners, L.P. | Founding Partner; Investment/Operating/Valuation Committees | Ongoing | Co‑oversight of firm activities; broad transactional expertise . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Charter Communications, Inc. | Chairman of the Board | Current | Telecommunications; governance leadership role . |
| Liberty Latin America Ltd. | Director | Current | Regional telecom; board oversight . |
| Global Eagle Entertainment, Inc. | Director | Prior (within past 5 yrs) | In‑flight connectivity/media . |
| Hemisphere Media Group | Director | Prior (within past 5 yrs) | Media; Spanish‑language content . |
Board Governance
| Attribute | Detail |
|---|---|
| EL Board class/tenure | Elected Jan 10, 2025 as Class II; nominated to serve as Class I director (term to 2027) . |
| Committee membership | Compensation Committee (member; not chair) . |
| Independence | Not independent (Lauder family designee); Compensation Committee includes non‑independent members under controlled company exemptions . |
| Attendance | FY2025 board+committee combined attendance >97%; no director <75% (Zinterhofer joined mid‑year) . |
| Executive sessions | Six sessions of non‑employee directors; one of independent directors in FY2025 . |
| Lead Independent Director | Richard F. Zannino; Audit Chair and Lead Independent Director . |
| Controlled company status | Lauder family controls ~84% voting power; dual‑class stock; classified board; Stockholders’ Agreement with director designation rights . |
Fixed Compensation (Director)
| Component | Policy/Amount | Zinterhofer FY2025 Actual |
|---|---|---|
| Annual Board cash retainer | $100,000 (payable quarterly) . | $54,000 fees earned/paid in cash (joined Jan 10, 2025; deferred into stock units) . |
| Committee membership fees | $8,000 (Compensation); $12,000 (Audit); $8,000 (Nominating & ESG) per year . | Included in fees; specific breakdown not disclosed . |
| Chair fees | Audit Chair $25,000; Compensation/Nominating Chair $15,000; Board Chair $225,000; Lead Independent $30,000 . | Not applicable (not a chair) . |
| Deferral election | May defer cash into stock units or interest‑bearing account . | Deferred FY2025 cash into stock units; held 786 units as of June 30, 2025 . |
Performance Compensation (Director)
| Equity Element | Policy | Vesting/Terms | FY2025 for Zinterhofer |
|---|---|---|---|
| Annual stock unit grant | $75,000 in stock units at each annual meeting . | Settled after director leaves board; dividend equivalents accrue . | Not granted in Nov 2024 (not yet non‑employee director then) . |
| Annual stock options | Options valued ≤$100,000; strike = closing price on grant date; 10‑year term . | First exercisable 1 year post‑grant . | Not granted in FY2025 (not a non‑employee director at 11/8/2024) . |
| Initial stock unit grant (new directors) | $300,000 (capped at 2,000 units) at first annual meeting >6 months after election . | Settles after departure; dividend equivalents accrue . | Expected eligibility at Nov 13, 2025 annual meeting (timing per policy); FY2025 shows none . |
Directors at EL do not have performance‑conditioned equity; equity is time‑based with settlement after service. No director “performance metrics” (e.g., TSR, EPS) are tied to director pay .
Other Directorships & Interlocks
- Compensation Committee interlocks: None during FY2025; no EL executive served on another company’s compensation committee where a reciprocal interlock existed .
- Index of potential interlocks: Zinterhofer chairs Charter and sits on LILAK; no EL‑disclosed related transactions with these firms .
Expertise & Qualifications
- Private equity leadership (Searchlight; Apollo) and governance of large public companies (Charter chairman; LILAK director) .
- Financial acumen; sits on investment/operating/valuation committees at Searchlight .
- Lauder family designee; deep alignment with controlling shareholders’ strategy .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Class A Common Stock (beneficial) | 1,692 shares | May be deemed shared power via spouse Aerin Lauder; disclaims beneficial ownership where no pecuniary interest . |
| Class B Common Stock (beneficial) | 14,294,510 shares (11.4% of B) | Through spouse Aerin Lauder and family trusts; may be deemed shared power; disclaims where no pecuniary interest . |
| Voting power (A+B combined) | 9.6% | From Class B’s 10x votes; family controlled context . |
| Director stock units (deferral) | 786 units | From deferral of FY2025 cash retainer . |
| Director stock options outstanding | None | No options as of June 30, 2025 . |
| Director stock ownership guideline | Must hold ≥$500,000 of stock within 5 years; stock/units count; options do not; hedged/pledged shares excluded . |
Related‑Party Exposure (Conflicts)
| Related Party | Arrangement | FY2025/FY2026 Amounts | Notes |
|---|---|---|---|
| Aerin Lauder (spouse) | Creative Consultant Agreement (Estée Lauder Ambassador) | ~$680,000 FY2025; same for FY2026; additional $29,000/day if >25 appearance days (none in FY2025) . | Branding/ambassador role; Company provides office/assistant . |
| Aerin LLC (spouse‑owned entity) | Trademark License (“Aerin” brand) | ~$668,000 royalties FY2025; Company invests extra $300,000 annually in AERIN Beauty promotion . | Worldwide license; minimum marketing spend; distribution restrictions; termination rights . |
| Jack Zinterhofer (son) | EL employee | FY2025 total comp < $120,000; FY2026 base $97,400; bonus target $7,800; ~ $56,000 allowances for short‑term assignment; no equity . | Disclosed as related person; compensation “consistent with level” . |
- Lauder family office space/services: Significant payments received by EL from Lauder affiliates (e.g., ~$21.8 million from Ronald S. Lauder’s office for services in FY2025), indicating ongoing family transactions overseen under related‑party policy .
- Pledging: Ronald S. Lauder has 4,768,846 Class B shares pledged; no pledges disclosed for Eric’s holdings; EL has an approval‑based pledging policy and prohibits hedging of outstanding grants .
Governance Assessment
- Independence and committee placement: Zinterhofer is not independent and sits on the Compensation Committee; while permitted under NYSE controlled‑company exemptions, this diminishes perceived independence of pay oversight. Mitigating factor: Stock Plan Subcommittee that approves executive equity grants is composed solely of independent directors .
- Controlled company risk: Lauder family controls ~84% voting power; Stockholders’ Agreement designates up to four director nominees (includes Eric). This entrenches board composition and may reduce responsiveness to minority shareholders .
- Attendance/engagement: FY2025 attendance was strong (>97% aggregate; none <75%); executive sessions held regularly, and a Lead Independent Director structure is in place .
- Related‑party transactions: Multiple transactions with spouse and family members (consulting, licensing, employment), all disclosed and subject to Audit Committee policy. These are governance sensitivities and should be monitored for arm’s‑length terms and performance outcomes .
- Say‑on‑pay signal: 93% approval at 2024 annual meeting suggests investor acceptance of overall compensation framework, but committee independence concerns persist given controlled company status .
- Overboarding: Current external roles include chairmanship at Charter and directorship at LILAK; within EL’s guideline that non‑CEOs should hold ≤5 public company boards. No attendance shortfall disclosed .
RED FLAGS: Non‑independent status on Compensation Committee ; extensive family‑related transactions and employment ; controlled company structure and director designation rights .
Mitigants: Independent Audit Committee and independent Stock Plan Subcommittee; strong attendance and Lead Independent Director oversight .
Director Compensation Mix and Ownership Alignment
- Mix: Cash retainers plus time‑based stock units and options; no performance‑conditioned equity for directors .
- Ownership: Must reach $500,000 of common stock/stock units within five years; Zinterhofer is early in tenure and has initiated alignment via stock unit deferral .
- Hedging/pledging: Hedging of outstanding grants prohibited; pledging requires pre‑approval and does not count toward ownership guidelines .
Compliance, Policies, and Committee Dynamics
- Related‑party policy administered by Audit Committee; director or immediate family member recuses from reviews of their transactions .
- Compensation Committee members in FY2025 (Fribourg, Barshefsky, Nuñez, Zinterhofer); consultant Semler Brossy engaged, conflict‑free; independent Stock Plan Subcommittee handles executive equity awards .
- Executive sessions and leadership structure support independent oversight; Lead Independent Director presides over non‑management and independent sessions .
Implications for Investors
- Governance quality is shaped by controlled company features and family influence; investors should monitor Compensation Committee decisions for rigor and fairness given non‑independent membership .
- Related‑party arrangements with spouse (Aerin Lauder/Aerin LLC) introduce potential conflicts; disclosure and Audit Committee oversight are positives, but ongoing evaluation of terms and outcomes is warranted .
- Board effectiveness shows strong attendance and structure; balance relies on independent committee chairs and subcommittees to offset control dynamics .