Jennifer Hyman
ESTEE LAUDER COMPANIESAbout Jennifer Hyman
Independent director since 2018; age 45; currently serves on EL’s Audit Committee and Nominating & ESG Committee. Co-founder, CEO, and Chair of Rent the Runway, Inc.; prior roles include Director of Business at IMG (2006–2007) and Senior Manager, Sales at WeddingChannel.com (2005–2006). The Board has determined she is “independent” under NYSE rules and EL’s independence standards. Tenure on EL’s board: 7 years as of the September 15, 2025 record date.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IMG | Director of Business | 2006–2007 | Business leadership in global talent management |
| WeddingChannel.com | Senior Manager, Sales | 2005–2006 | Commercial execution in digital commerce |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rent the Runway, Inc. | Co-founder, CEO, and Chair | Current; co-founded in 2009 | Omnichannel subscription/rental/resale platform focused on designer brands |
| Zalando SE | Supervisory Board member | Within past five years | Large European online fashion platform; service noted within last five years |
Board Governance
- Committees: Audit Committee; Nominating & ESG Committee; not a committee chair.
- Independence: Board determined Hyman is independent; Audit Committee composed solely of independent directors; Nominating & ESG has independent chair and includes independent members.
- Attendance and engagement: In fiscal 2025, Board, Audit, and Compensation each met 7 times; Nominating & ESG met 5 times. Combined attendance exceeded 97%; no director attended less than 75%. Six executive sessions of non-employee directors and one session of independent directors were held; all directors serving at the time attended the 2024 Annual Meeting.
- Board leadership: Chair of the Board is William P. Lauder; Lead Independent Director is Richard F. Zannino.
- Board service limits: CEOs of other public companies should not serve on more than four public boards (including their own and EL).
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Board cash retainer | $100,000 | Standard annual retainer for non-employee directors |
| Audit Committee membership | $12,000 | Annual cash retainer for Audit Committee service |
| Nominating & ESG Committee membership | $8,000 | Annual cash retainer for Nominating & ESG service |
| FY2025 cash paid (Hyman) | $120,000 | Sum of board + committee retainers |
| Annual stock units (grant-date fair value) | $75,000 | Director Share Plan grant; ~905.60 stock units for each director |
| Annual stock options (grant-date fair value) | $99,992 | Options to purchase 4,094 shares for each director (one-year vest to exercisable) |
| Product “Annual Gratis” | De minimis | Aggregate cost < $10,000 per director; excess over $640 imputed as income |
- Deferral elections: Directors may defer cash retainers into stock units or interest-bearing accounts until separation from the Board.
- Stock ownership requirement: Minimum ownership equal to 5× annual cash retainer ($500,000) within five years; as of record date, directors on the Board >5 years either exceed $500,000 or have a waiver/extension.
Performance Compensation
| Metric | Applies to Director Pay? | Notes |
|---|---|---|
| Performance share units (PSUs) | No | Directors receive annual stock units and options; PSUs are for executives, not directors |
| Time-based vesting (stock options) | Yes | Options exercisable beginning one year after grant; 10-year term |
| Deferred stock units | Yes | Units convert to Class A shares after director leaves the Board |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Rent the Runway, Inc. | CEO, Chair, Director | No EL-related person transactions disclosed involving Hyman |
| Zalando SE | Supervisory Board (past 5 years) | No EL-related person transactions disclosed involving Hyman |
- Related person transactions: EL discloses extensive Lauder family arrangements; no transactions involving Jennifer Hyman are disclosed in the “Certain Relationships and Related Transactions” section.
Expertise & Qualifications
- Management and entrepreneurial experience (Co-founder/CEO at Rent the Runway); deep knowledge of Millennials/Gen Z consumer segments; omnichannel/disruptive tech and social-digital expertise; board experience at Rent the Runway and Zalando; financial experience.
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (Class A) | 12,074 shares | Less than 0.1% of Class A outstanding |
| Stock units outstanding | 3,564 units | Annual director stock units + dividend equivalents |
| Stock options outstanding | 10,254 options | Director stock options outstanding as of June 30, 2025 |
| Shares outstanding (context) | 234,287,016 Class A; 125,542,029 Class B | As of July 31, 2025 |
| Ownership guidelines | 5× $100,000 = $500,000 | Applies to non-employee directors; hedged/pledged shares do not count |
- Pledging/hedging: Director stock ownership guidelines exclude hedged/pledged shares; no pledging by Hyman disclosed.
Governance Assessment
- Independence and committee placement align with best practice: Hyman is independent and serves on the Audit Committee (solely independent membership) and Nominating & ESG Committee (independent chair), supporting oversight of financial reporting, cybersecurity, governance, and sustainability.
- Engagement strong: Fiscal 2025 combined attendance exceeded 97%; all directors met minimum attendance thresholds; meeting cadence indicates sustained involvement.
- Ownership alignment: Beneficial ownership plus outstanding director stock units/options provide ongoing exposure to EL equity; director ownership guidelines target $500,000 within five years to ensure alignment.
- Potential conflicts: No related-party transactions involving Hyman disclosed; primary related-party exposures center on Lauder family members, not Hyman.
- Controlled company context: EL operates under dual-class and controlled company exemptions, but maintains majority independent board and fully independent Audit Committee; Hyman’s independent role mitigates controlled-company governance risk.
- Time-commitment considerations: As a sitting CEO of another public company, Board policy caps CEO-directors at four public boards (including their own and EL); her current disclosed roles appear consistent with policy parameters.