Jane Lauder

About Jane Lauder

Jane Lauder (age 52) has served on Estée Lauder’s Board since 2009. She is a former Executive Vice President, Enterprise Marketing and Chief Data Officer (July 2020–Dec 31, 2024) and previously led brands including Clinique, Origins, Ojon, and Darphin. She is a non-independent Lauder family director with deep marketing, digital and brand leadership experience and currently serves as a non-employee director following her departure from management at the end of 2024 .

Past Roles

External Roles

Board Governance

• Independence: Non-independent director (Lauder family; former executive within past 3 years). The Board’s independent directors are listed and do not include Jane; she is one of four non-independent Lauder family members on a 14-member Board (9 independent, 4 non-independent Lauder family, 1 management) .
• Committee assignments: Not a member of the Audit, Compensation (incl. Stock Plan Subcommittee), or Nominating & ESG committees (membership is disclosed and does not include Jane) .
• Attendance and engagement: In FY2025, Board, Audit, Compensation (incl. Stock Plan Subcommittee) each met 7 times; Nominating & ESG met 5 times; combined attendance exceeded 97% and no director attended less than 75%; all directors present at the 2024 Annual Meeting. Six executive sessions of non-employee directors and one session of independent directors were held .
• Controlled company status: Lauder family and related entities hold ~84% of voting power; EL is an NYSE “controlled company.” Dual-class stock (Class B 10:1 voting) with sunset provisions; Stockholders’ Agreement requires voting for specified Lauder family designees (including Jane). Audit Committee is fully independent; Nominating & ESG and Compensation may include non-independent members (they currently do). 64% of the Board is independent as of the Record Date .

Fixed Compensation

Director compensation program parameters (policy):

• Annual Board cash retainer: $100,000; Committee service retainers: Audit $12,000, Compensation $8,000 (incl. Subcommittee), Nominating & ESG $8,000; Chair retainers: Audit Chair $25,000; Compensation Chair $15,000; Nominating & ESG Chair $15,000; Chair of the Board $225,000; Lead Independent Director $30,000 .
• Annual equity: Stock units retainer $75,000 (delivered as stock units with dividend equivalents, settled after Board service ends); annual stock options valued ≤$100,000; exercise price at grant date close; options vest at 1 year; 10-year term .
• Deferrals: Cash retainers may be deferred into stock units or interest-bearing accounts per director election .

Performance Compensation

Directors have no performance-based metrics tied to compensation; equity awards for directors are time-based per the Director Share Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Management, marketing, and industry experience across EL brands (Clinique, Origins, Ojon, Darphin) .
• Digital and technology experience; board experience at Eventbrite; trustee at Stanford University .
• Lauder family stockholder and party to Stockholders’ Agreement, aligning long-term stewardship with family control .

Equity Ownership

Director stock ownership guideline: minimum 5× annual Board cash retainer ($500,000) within 5 years; as of Record Date, all directors on the Board >5 years met the guideline or received a waiver .

Employment & Contracts

• Employment agreement (effective Jan 30, 2023) covered base salary/bonus set by Compensation Committee and equity grants by Stock Plan Subcommittee; executive perquisites limited (auto allowance $6,600 in 2024; $1,100/month) and $5M term life insurance premium paid through July 2025 .
• Departure (Dec 31, 2024): Not retirement-eligible; forfeited FY2025 target bonus, target equity, and all unvested equity; exercisable stock options may be exercised up to the earlier of original expiry or one year post-termination .
• Deferred/retirement plans: RGA Plan balance ~$475,600 (as of Jun 30, 2025) with distribution election up to age 73; Restoration Plan balance ~$1,113,000 payable over five annual installments starting July 2025 (409A compliant) .

Governance Assessment

• Independence risk: Jane is non-independent (family member; former executive within last 3 years), reducing objective oversight capacity, particularly in a controlled company with family influence. She is not on standing committees, which mitigates direct influence over audit/compensation/nominating decisions, but family voting rights and director designation under the Stockholders’ Agreement remain a structural concern .
• Controlled company, dual-class, and Stockholders’ Agreement: Lauder family controls ~84% of voting power with 10:1 Class B votes; agreement requires votes for specific Lauder designees (including Jane). These features can entrench control, limit minority shareholder influence, and raise governance scrutiny, although EL maintains independent Audit Committee and majority-independent Board (64%) .
• Attendance/engagement: Board/committee cadence is robust; combined attendance >97% and executive sessions held regularly, supporting board process quality; individual director attendance rates are not disclosed but no director fell below 75% .
• Ownership alignment: Jane’s 15% voting power and large Class B holdings strongly align long-term family stewardship; absence of disclosed pledging/hedging for Jane is positive, though pledging by Ronald S. Lauder (not Jane) underscores family-level financing risks .
• Related-party exposure: Extensive family-related arrangements (e.g., Aerin Lauder consulting and licensing; office/service arrangements with family affiliates; family employment roles) are vetted under EL’s Related Person Transactions Policy via Audit Committee, but remain a persistent optics risk. Jane’s co-trustee status and designation under the Stockholders’ Agreement reinforce interlocks within family governance .
• Director pay structure: Standard director program mixes cash and time-based equity; Jane’s FY2025 director equity was not granted due to timing of her transition, but program design generally eschews performance conditions for directors, which is standard but limits direct pay-for-performance signaling at the board level .

RED FLAGS

• Non-independence and family designation under Stockholders’ Agreement; minority shareholder influence structurally constrained .
• Controlled company dual-class voting (Class B 10 votes/share) with ~84% voting power held by family-related parties .
• Extensive related-party transactions and family employment/consulting/licensing arrangements (optics risk despite Audit Committee oversight) .
• Family-level pledging (Ronald S. Lauder) of Class B shares to secure loans; while not attributed to Jane, it indicates potential liquidity/financing pressures at family entities .