Paul Fribourg

About Paul J. Fribourg

Independent director since 2006; age 71. Chairman and CEO of Continental Grain Company with global agribusiness leadership experience; served in roles of increasing responsibility since joining in 1976 in the U.S. and Europe. Current public company boards include International Flavors & Fragrances Inc. and Loews Corporation; prior boards include Bunge Limited and Restaurant Brands International Inc. He is a member of Rabobank’s International North American Agribusiness Advisory Board, Temasek Americas Advisory Panel, the International Business Leaders’ Advisory Council for the Mayor of Shanghai, and the Council on Foreign Relations.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee Chair; Stock Plan Subcommittee member; Audit Committee member; designated Audit Committee Financial Expert (with Richard F. Zannino) .
• Independence: Board determined Fribourg is “independent” under NYSE and Company standards .
• Attendance and engagement: In fiscal 2025, Board, Audit, and Compensation (including Stock Plan Subcommittee) each met seven times; combined attendance exceeded 97%; no director attended less than 75% of meetings; six executive sessions of non-employee directors and one of independent directors held .
• Controlled company context: The Lauder family controls ~84% of voting power; EL relies on certain NYSE “controlled company” exemptions, yet maintains majority independent Board; Audit Committee is fully independent; non-independent members serve on Nominating & ESG and Compensation Committees per NYSE rules for controlled companies .

Fixed Compensation

Non-employee director compensation (USD):

Director fee structure:

• Annual Board cash retainer: $100,000; committee service retainers: $12,000 (Audit), $8,000 (Compensation incl. Stock Plan Subcommittee), $8,000 (Nominating & ESG); Committee Chair retainers: $25,000 (Audit Chair), $15,000 (Compensation Chair), $15,000 (Nominating & ESG Chair). Retainers payable quarterly, optional deferral to stock units or interest-bearing accounts .
• Equity retainer: Annual stock units valued at $75,000; annual stock options valued ≤$100,000; options exercise price = closing price on grant date; options vest one year post grant and expire after 10 years .

Performance Compensation

• No performance-based pay elements are disclosed for non-employee directors. Annual equity grants (stock units and options) are time-based; director compensation is not tied to operational or TSR metrics. Option characteristics and equity mechanics are as noted above .

Other Directorships & Interlocks

• Compensation Committee interlocks/insider participation: In fiscal 2025, Compensation Committee members (including Fribourg as Chair) had no relationships requiring disclosure under SEC rules; none were current/former EL officers or employees; no reciprocal committee/director interlocks with EL executives at other companies .

Expertise & Qualifications

• Global management and financial expertise from leading Continental Grain; board experience across consumer, agribusiness, and diversified industries; policy-network affiliations (CFR) provide geopolitical perspective relevant to supply chains and regulatory risk .

Equity Ownership

Beneficial ownership and alignment (as of July 31, 2025):

Additional alignment signals:

• Deferred cash retainers converted to stock units: 39,559 units as of June 30, 2025 (with dividend equivalents) .
• Director stock ownership guidelines: Each director must hold ≥$500,000 in EL equity within five years of election; as of Record Date, directors with >5 years’ tenure either exceeded $500,000 or had waivers; units and common stock count (pledged/hedged shares do not) .

Governance Assessment

• Board effectiveness: Fribourg chairs the Compensation Committee and serves on the Stock Plan Subcommittee, directly shaping executive pay policy and equity plan administration; Audit Committee Financial Expert designation supports robust financial oversight .
• Independence and attendance: Independent status and strong attendance underpin governance credibility; committee workloads indicate active engagement .
• Compensation policy stewardship: Under his committee leadership, EL maintained below-target EAIP payouts for NEOs in FY2024 and FY2025 and reduced maximum equity individual performance percentage, signaling pay-for-performance discipline amid challenged results; say-on-pay support remained high (≈92% in 2023; ≈93% in 2024) .
• Conflicts/related party exposure: No Compensation Committee interlocks or related party relationships requiring disclosure for Fribourg; while EL is family-controlled, the Stock Plan Subcommittee approving executive equity grants is solely independent directors and Audit Committee is fully independent, mitigating structural conflict risk .
• Ownership alignment: Material beneficial Class A stake including indirect holdings via Continental Grain aligns interests with shareholders, though some shares are held through entities with shared control; Fribourg disclaims beneficial ownership where he lacks pecuniary interest .
• RED FLAGS: None disclosed specific to Fribourg (no pledging/hedging noted; no attendance shortfalls; no related-party transactions). Structural controlled company risks persist (dual-class voting concentration; non-independent members permitted on Nominating & ESG and Compensation), but key committees (Audit Chair, Stock Plan Subcommittee) maintain independent leadership .