Gary Lauder
ESTEE LAUDER COMPANIESAbout Gary M. Lauder
Independent director since 2023 (Class III; term expiring 2026), age 63. Managing Director of Lauder Partners LLC, a Silicon Valley venture firm; venture capitalist since 1985 with investments in 170+ private companies across technology, biomedical, law enforcement, and security. Board experience includes ShotSpotter Inc. (renamed SoundThinking, Inc.), and current non-profit governance roles on the Aspen Institute Science & Society Program Advisory Council and the Alzheimer’s Drug Discovery Foundation Board of Governors. Lauder family stockholder and party to the Stockholders’ Agreement; non‑independent under EL’s standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lauder Partners LLC | Managing Director | 1985–present | Venture capitalist; invested in 170+ private companies |
| ShotSpotter Inc. (SoundThinking, Inc.) | Board experience | Not disclosed | Technology innovation and IP experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Aspen Institute Science & Society Program | Advisory Council member | Current | Advisory role |
| Alzheimer’s Drug Discovery Foundation | Board of Governors | Current | Non-profit governance |
Board Governance
- Committee assignments: None as of the September 15, 2025 Record Date (not listed on Audit, Compensation, or Nominating & ESG rosters) .
- Independence: Non‑independent director (Lauder family) under EL independence standards; EL is an NYSE “controlled company” with majority independent board but non‑independent members permitted on some committees .
- Attendance and engagement: FY2025 Board met 7 times; Audit 7; Compensation (incl. Stock Plan Subcommittee) 7; Nominating & ESG 5; combined attendance >97%; no director attended <75%; six executive sessions of non‑employee directors and one session of independent directors; all directors attended the 2024 annual meeting .
- Years of service and class: Director since 2023; Class III term expiring 2026 .
- Lead Independent Director: Richard F. Zannino (not Gary) .
Fixed Compensation
| Component (FY2025) | Amount (USD) |
|---|---|
| Annual cash retainer – Board | $100,000 |
| Committee membership fees | $0 (no committee service) |
| Committee chair fees | $0 |
| Chair of Board / Lead Independent Director fees | $0 (not applicable) |
| Meeting fees | None disclosed |
| Total cash compensation | $100,000 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value (USD) | Key Terms |
|---|---|---|---|---|
| Initial stock units grant (new non-employee director) | Nov 8, 2024 | 2,000 units | $240,636 (included in FY2025 “Stock Awards”) | Units convert into Class A shares upon separation from Board; dividend equivalents accrue |
| Annual stock units retainer (plan terms) | Annual meeting date | 905.60 units per director (plan) | $75,000 (plan amount) | Granted annually; paid as stock units with dividend equivalents; convert after board service |
| Annual stock options | Nov 8, 2024 | 4,094 options (plan) | $99,992 (Gary’s FY2025 “Option Awards”) | Exercise price = closing price on grant date; vest 1 year; 10‑year term |
Notes:
- Gary’s FY2025 equity line item shows $240,636 “Stock Awards,” which the proxy notes include his initial 2,000-unit grant; plan terms specify an annual $75,000 stock unit retainer but the reported $240,636 amount for Gary in FY2025 reflects the initial grant valuation; options valued at $99,992 and granted uniformly per director at 4,094 options .
Other Directorships & Interlocks
| Company/Entity | Role | Overlap/Interlock |
|---|---|---|
| ShotSpotter Inc. (SoundThinking, Inc.) | Board experience | Technology/public safety; no disclosed current EL conflict |
| Lauder family governance | Party to Stockholders’ Agreement | Lauder family collectively controls ~84% voting power; family agreement designates nominees including Gary M. Lauder |
Expertise & Qualifications
- Venture capital and investment experience; technology innovation and intellectual property expertise .
- Board experience (ShotSpotter/SoundThinking) .
- Non-profit governance (Aspen Institute; Alzheimer’s Drug Discovery Foundation) .
- Lauder family stockholder; party to Stockholders’ Agreement .
Equity Ownership
| Category | Amount |
|---|---|
| Class A Common Stock beneficially owned | 16,375 shares; includes 10,468 held as custodian for nieces, 3,581 shares underlying stock units payable in shares, and 2,326 shares underlying options |
| Class B Common Stock beneficially owned | 45,740 shares (held as custodian for nieces) |
| Ownership as % of outstanding | Class A: less than 0.1% (“*”); Class B: not stated in table (de minimis) |
| Director stock ownership guideline | Must own ≥$500,000 in Company stock within 5 years of election; hedged/pledged shares do not count |
| Compliance status | Not required yet (director since 2023; 5‑year window) |
Outstanding director awards (as of June 30, 2025):
- Stock units outstanding: 3,581 Class A shares equivalent (incl. dividend equivalents) .
- Director options outstanding: 6,420 options .
Related-Party Transactions and Potential Conflicts
- Office space/services arrangements: Company provides office space/services to an affiliate of William P. Lauder and Gary M. Lauder; FY2025 payments received ≈$7.9 million, approximating Company’s incremental cost; deposits ≈$921,000 at June 30, 2025 . These arrangements fall under EL’s Related Person Transactions Policy administered by the Audit Committee .
- Family control and nomination rights: Stockholders’ Agreement confers designation/voting rights to Lauder family nominees (including Gary M. Lauder); shares subject to the agreement ≈84% of voting power as of Record Date . Dual‑class structure sustains control (Class B: 10 votes/share; sunset provisions described) .
Governance Assessment
- Strengths:
- High overall board/committee attendance (>97%), no director <75%; directors attend annual meetings; regular executive sessions support independent oversight .
- Audit Committee is fully independent; Stock Plan Subcommittee (approves executive equity awards) is solely independent directors .
- Concerns / RED FLAGS:
- Non‑independent status and entrenched family nomination rights via Stockholders’ Agreement undermine full investor accountability; Lauder family holds ~84% voting power; dual‑class structure with continued Class B supervoting rights .
- Related‑party office/service arrangements with a Gary-affiliated entity, though reimbursed at incremental cost, create potential perceived conflicts; monitoring relies on Audit Committee policy enforcement .
- No committee assignments for Gary (limits direct involvement in audit/compensation/nominating oversight) .
Implications: While EL maintains independent leadership in key committees and robust attendance, Gary M. Lauder’s non‑independent status, family control provisions, and related‑party arrangements represent ongoing governance risk perceptions for minority investors. Strong Audit Committee oversight of related‑party transactions and continued transparency mitigate but do not eliminate the structural control concerns .