Jane Hertzmark Hudis
ESTEE LAUDER COMPANIESAbout Jane Hertzmark Hudis
Executive Vice President, Chief Brand Officer since April 1, 2025, after serving as Executive Group President through March 31, 2025, under an employment agreement effective July 12, 2018 . Her compensation is tightly linked to Company performance via the Executive Annual Incentive Plan (EAIP) with enterprise metrics weighted to Net Sales, Diluted EPS, Operating Income Margin, and ROIC, and long-term equity awards (PSUs, RSUs, options) with multi-year performance/vesting conditions . Pay-versus-performance disclosures include multi-year relationships between compensation actually paid (CAP), TSR, net earnings, and adjusted EPS, underscoring alignment of pay outcomes with Company performance trends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Estée Lauder Companies | Executive Vice President, Chief Brand Officer | Apr 1, 2025 – Present | Supports Beauty Reimagined priorities; evaluated under Business Unit Strategic Goals, forecast accuracy, and divisional Net Sales/NOP margin in EAIP |
| The Estée Lauder Companies | Executive Group President | Through Mar 31, 2025 | Led brand portfolios; EAIP metrics encompassed Total Company and divisional measures to drive growth, profitability, and operational execution |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $1,344,000 | $1,344,000 | $1,344,000 |
| Bonus ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $62,026 | $58,866 | $62,156 |
| Total ($) | $7,238,547 | $7,214,795 | $6,852,146 |
FY 2026 decisions: annual base salary set at $1.34 million; target incentive bonus at $2.27 million; target equity opportunity at $4.46 million .
| FY 2025 EAIP Opportunity ($) | Threshold | Target | Maximum |
|---|---|---|---|
| Jane Hertzmark Hudis | $1,060,240 | $2,120,480 | $3,180,720 |
Performance Compensation
| EAIP Component (FY 2025) | Weighting | Target | Actual (% of target) | Payout Factor |
|---|---|---|---|---|
| Enterprise Modifier: Diluted EPS | 25% | $2.90 | 52.0% | 0.0% |
| Enterprise Modifier: OI Margin % | 25% | 11.3% | 71.0% | 0.0% |
| Enterprise Modifier: Net Sales | 30% | $15.79B | 90.9% | 69.5% |
| Enterprise Modifier: ROIC % | 20% | 8.0% | 68.8% | 56.9% |
| Enterprise Modifier Total | — | — | — | 80.0% |
| Business Unit: Total Company Net Sales | 30% | — | 75.4% | 75.4% |
| Business Unit: Total Company NOP Margin | 30% | — | 0.0% | 0.0% |
| Business Unit: Division Net Sales | 25% | $8.52B | 90.0% | 75.1% |
| Business Unit: Division NOP Margin | 25% | 21.4% | 80.9% | 0.0% |
| Business Unit: Weighted Forecast Accuracy | 10% | — | 102.4% | 107.2% |
| Business Unit: Strategic Goals (Individual) | 20% | — | 112.0% | 112.0% |
| Business Unit: Functions Average | 10% | — | 111.2% | 111.2% |
| EAIP Payout % | — | — | — | 47.5% |
| EAIP Payout ($) | — | $2,120,480 | — | $1,008,250 |
| FY 2025 Long-Term Equity Grants (Aug 27, 2024) | Grant Date | Shares (#) | Exercise Price | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs | 8/27/2024 | Target 17,861; Threshold 8,931; Max 28,578 | — | $1,658,751 | 3-year performance; payout contingent on Net Sales, Diluted EPS, ROIC CAGR (max 160%) and cumulative positive Net Earnings |
| RSUs | 8/27/2024 | 17,861 | — | $1,658,751 | Three equal tranches at ~14, 26, 38 months; dividend equivalents at vest |
| Stock Options | 8/27/2024 | 27,695 | $92.87 | $829,465 | Become exercisable ~14/26/38 months; 10-year term |
| FY 2023 Annual PSUs Outcome | Measure | Performance vs Threshold/Target | Payout |
|---|---|---|---|
| Three-year period ended Jun 30, 2025 | Net Sales CAGR, Diluted EPS CAGR, ROIC CAGR | Below threshold across metrics | 0% (all shares forfeited; no dividends) |
| FY 2025 Stock Awards Vested | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| RSUs/PSUs | 16,600 | $1,214,757 |
PRGP Incentive Program: One-time RSU award granted Aug 28, 2025 for FY2025 performance (167.2% payout), vesting Nov 1, 2027 (26-month vest); Ms. Hudis received $1,862,608 equivalent .
Equity Ownership & Alignment
| Ownership (as of July 31, 2025) | Class A Shares Beneficially Owned | % of Class A Outstanding | Options Underlying Shares | Notes |
|---|---|---|---|---|
| Jane Hertzmark Hudis | 108,594 | <0.1% | 86,116 | Includes directly owned shares; options disclosed separately |
- Executive stock ownership guidelines: 3x salary for executive officers (CEO: 6x); compliance confirmed as of the Record Date .
- What counts toward guidelines: Common Stock, unvested RSUs, vested PSUs/PVUs awaiting share delivery; options do not count; hedged/pledged shares excluded .
- Pledging/hedging policy: Pledging requires advance Legal approval; hedging of outstanding equity grants is prohibited . No pledging indicated for Ms. Hudis in beneficial ownership footnotes .
Employment Terms
- At-will; employment agreement effective July 12, 2018; role transition to EVP, Chief Brand Officer on April 1, 2025 .
- Benefits: executive perquisite reimbursement (up to $15,000), financial counseling up to $5,000, Executive Automobile Program, company-paid executive term life insurance with $5 million face amount, limited spousal/companion travel on up to two business itineraries per fiscal year .
- Restrictive covenants: non-compete and non-solicit during employment and, under certain circumstances, for two years post-termination; certain post-termination payments/continued benefits during enforced non-compete period .
- Change-of-control treatment: RSUs/options generally require a double trigger (CoC plus qualifying termination) for acceleration; PSUs granted Aug 2024 provide single-trigger vesting upon CoC .
- Potential CoC payments (as of June 30, 2025): RSUs/options double-trigger value $2,159,327; PSUs single-trigger value $1,116,666 .
- Clawback policies: Legacy recoupment for restatements (3-year lookback); Dodd-Frank compliant mandatory recovery for erroneously awarded incentive compensation for compensation received on/after Oct 2, 2023 .
Compensation Structure Analysis
- Mix changes: FY2025 annual long-term equity mix shifted to 40% PSUs / 40% RSUs / 20% options (from 33%/33%/33% in FY2024), reducing the max individual performance multiplier to 120% .
- FY2026 plan changes: EAIP leverage increased (max to 175%), strategic initiatives added to enterprise metrics, and PSUs eliminated in favor of 60% options / 40% RSUs for executive officers, increasing direct sensitivity to stock price appreciation .
- Pay-for-performance outcomes: FY2025 EAIP paid at 47.5% of target due to below-threshold performance on EPS and OI margin and sub-target divisional margin, despite near-target Net Sales and strong forecast accuracy/strategic goal attainment .
- One-time transformation incentive: PRGP IP RSUs at 167.2% payout reflect emphasis on cost efficiencies, consumer-facing investments, and leadership adoption, vesting over 26 months to strengthen retention .
Compensation & Ownership Tables (Multi-year)
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards | $3,038,476 | $2,789,684 | $3,317,502 |
| Option Awards | $1,519,466 | $1,394,646 | $829,465 |
| Non-Equity Incentive (EAIP) | $957,950 | $1,375,150 | $1,008,250 |
| Change in Pension/Deferred Comp | $316,629 | $252,449 | $290,773 |
| Total Compensation | $7,238,547 | $7,214,795 | $6,852,146 |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~93% support at the 2024 Annual Meeting, with continued focus on aligning compensation with financial/operational performance .
- Program responses: base salary and bonus targets restrained; reduced individual performance multiplier in FY2025; EPS/Net Sales/ROIC/OI Margin used across incentive plans; no FY2023 PSU payouts due to below-threshold performance .
Expertise & Qualifications
- Senior brand leadership across Company portfolios, with accountability to Beauty Reimagined priorities focused on consumer coverage, innovation, and margin expansion; evaluated via enterprise and divisional EAIP metrics and strategic leadership KPIs .
Investment Implications
- Alignment: EAIP and PSU frameworks tie payouts to Net Sales, EPS, margin, ROIC; FY2025 EAIP at 47.5% signals pay moderation amidst underperformance on EPS/margins . FY2026 equity mix pivot to stock options increases sensitivity to share price appreciation, strengthening shareholder alignment .
- Retention: Substantial unvested RSUs/options with standard three-tranche schedules, plus PRGP IP RSUs with 26-month vest, reduce near-term attrition risk while incentivizing execution of transformation .
- Governance: Compliance with stock ownership guidelines (3x salary), clawbacks, and double-trigger CoC mechanics mitigate agency risks; absence of disclosed pledging for Ms. Hudis supports alignment quality .