Jennifer Tejada
ESTEE LAUDER COMPANIESAbout Jennifer Tejada
Independent director since 2018 (Class II), age 54. She is Chief Executive Officer and Chair of the Board of PagerDuty, Inc.; prior roles include President & CEO of Keynote Systems (2013–2015), EVP & Chief Strategy Officer at Mincom (2008–2011), and senior positions at Merivale Group, Procter & Gamble, and i2 Technologies . The Board has determined she is “independent” under NYSE and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PagerDuty, Inc. | Chief Executive Officer; Chair of the Board | Joined 2016; currently CEO/Chair | Technology operations, digital resiliency leadership |
| Keynote Systems Corporation | President & Chief Executive Officer | 2013–2015 | Led digital performance analytics and testing platform |
| Mincom | EVP & Chief Strategy Officer | 2008–2011 | Enterprise software strategy |
| Procter & Gamble; i2 Technologies; Merivale Group | Senior roles | Not disclosed | Consumer goods and software experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PagerDuty, Inc. | CEO; Chair of the Board; Director | 2016–present | Current public company directorship |
| UiPath, Inc. | Director | Within past five years | Prior public company directorship |
Board Governance
- Committee assignments: Chair, Nominating and ESG Committee; the committee oversees corporate governance, CEO succession planning, Board practices, and recommends compensation for Board service .
- Independence: Determined “independent” by the Board; Audit Committee is fully independent; as a controlled company, non‑independent directors may sit on Nominating & ESG and Compensation, but both are led by independent chairs .
- Attendance and engagement: In FY2025, Board met 7 times; Audit and Compensation (incl. Stock Plan Subcommittee) met 7 times; Nominating & ESG met 5 times; combined attendance over 97% and no director attended less than 75% of meetings .
- Executive sessions: Six executive sessions of non‑employee directors and one session of independent directors in FY2025; Lead Independent Director presides .
- Tenure: Director since 2018; standing for re‑election as Class II director to term expiring 2028 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board cash retainer | $100,000 | Payable quarterly; deferrable into stock units or interest account |
| Nominating & ESG Committee membership retainer | $8,000 | Payable quarterly; deferrable |
| Nominating & ESG Committee chair retainer | $15,000 | Payable quarterly; deferrable |
| FY2025 cash fees actually received (Tejada) | $123,000 | As disclosed in director compensation table |
Performance Compensation
| Element | Metric/Terms | FY2025 Value/Quantity | Vesting/Settlement |
|---|---|---|---|
| Annual stock units (DSUs) retainer | Fixed dollar grant converted to units at 20‑day avg. price | $75,000; 905.60 units to each director | Settled in Class A shares after Board service ends; dividend equivalent rights |
| Annual stock options | Options to purchase Class A | $99,992 grant date fair value; 4,094 options to each director | Exercisable beginning 1 year after grant; 10‑year term; strike = closing price on grant date |
| Outstanding stock units (Tejada) at 6/30/2025 | Units balance | 3,564 units | Settled after Board service ends |
| Outstanding director stock options (Tejada) at 6/30/2025 | Options balance | 14,488 options | Standard director option terms |
Performance metrics: EL does not tie non‑employee director pay to operating metrics (e.g., revenue, EPS, TSR); equity is time‑based (DSUs; options with time‑vesting) and settled post‑service .
Other Directorships & Interlocks
| Company | Relationship to EL | Potential Interlock/Conflict |
|---|---|---|
| PagerDuty, Inc. | None disclosed | No related‑party transactions disclosed; independence affirmed |
| UiPath, Inc. (prior) | None disclosed | No related‑party transactions disclosed; independence affirmed |
Expertise & Qualifications
- Digital, mobile, cybersecurity, and software domain expertise; consumer goods experience; international experience; financial literacy .
- Board experience at PagerDuty and UiPath .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A | 15,958 shares; <0.1% of Class A | Includes shares owned and any RSUs/options exercisable within 60 days as applicable |
| Stock units outstanding (director DSUs) | 3,564 units | Settles in shares after Board service ends |
| Director stock options outstanding | 14,488 options | Director option awards outstanding |
| Pledged or hedged shares | None disclosed for Tejada | Hedged/pledged shares do not count toward ownership guidelines |
| Ownership guideline | ≥5x annual cash retainer ($500,000) within 5 years of election | Board states directors >5 years meet or have a waiver/extension |
Governance Assessment
- Strengths: Independent director; chairs Nominating & ESG (governance and succession oversight); strong overall Board attendance; independent committee leadership; clear director pay structure; stock ownership guidelines to align interests .
- Controlled company context: Lauder family controls ~84% voting power; non‑independent directors may sit on Nominating & ESG and Compensation; Audit Committee fully independent; majority of Board independent .
- Compensation governance: Nominating & ESG reviews and recommends director compensation; as Chair, Tejada participates in recommending Board compensation; standard practice but implies self‑compensation oversight in a controlled company setting .
- Conflicts/related parties: No related‑party transactions identified involving Tejada; related‑party disclosures focus on Lauder family arrangements (office/services/aircraft/licensing) .
- Engagement: No director <75% attendance; multiple executive sessions; Lead Independent Director structure in place .
RED FLAGS
- Controlled company exemptions permitting non‑independents on key committees (though Tejada herself is independent) .
- Director compensation recommendations overseen by the Nominating & ESG Committee that Tejada chairs (potential perception issue; mitigated by independent chair status and use of an independent consultant) .
Notes on Data Coverage
- Attempted to retrieve Form 4 insider transactions for “Jennifer Tejada” at EL; tool returned 401 Unauthorized. Report reflects proxy‑disclosed ownership and awards as of FY2025; no recent Form 4 activity is included due to retrieval error [insider‑trades skill execution error].