Michelle Freyre
United Airlines HoldingsAbout Michelle Freyre
Michelle Freyre (age 54) is an independent director of United Airlines Holdings, appointed April 1, 2024. She is Global Brand President, Clinique and Dermatological Brands at The Estée Lauder Companies (2025–present), with prior senior leadership roles at Estée Lauder and Johnson & Johnson. She holds an MBA from Harvard Business School and a BA in Economics from Yale University. She serves on UAL’s Finance and Public Responsibility Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Estée Lauder Companies | Global Brand President, Clinique and Dermatological Brands | 2025–present | Leads brand strategy, innovation, marketing, and consumer engagement globally |
| The Estée Lauder Companies | Global Brand President, Clinique and Origins | 2022–2025 | Brand and product portfolio leadership |
| The Estée Lauder Companies | Global Brand President, Clinique | 2021–2022 | Brand leadership |
| The Estée Lauder Companies | SVP, Global GM | 2020–2021 | Business unit leadership |
| Johnson & Johnson (Consumer) | President, U.S. Beauty | 2016–2019 | P&L, consumer brand management |
| Johnson & Johnson (Neutrogena) | General Manager | 2013–2016 | Category/brand leadership |
| Johnson & Johnson | Multiple roles (incl. Nat’l Sales Director, U.S. Skincare) | 1999–2013 | Sales/marketing leadership |
| PepsiCo | Associate/Assistant Brand Manager | 1997–1999 | Brand management foundation |
External Roles
| Category | Details |
|---|---|
| Current public company boards | None |
| Former public company boards (last 5 years) | None |
| Executive role | Global Brand President, Clinique & Dermatological Brands, Estée Lauder (current) |
Board Governance
- Independence: The Board determined all non‑employee director nominees, including Ms. Freyre, are independent under Nasdaq and SEC standards.
- Committee assignments: Finance Committee; Public Responsibility Committee.
- 2024 meeting cadence: Board (9); Finance (5); Public Responsibility (4).
- Attendance: Each incumbent director nominee attended at least 75% of Board and applicable committee meetings during their 2024 tenure.
- Committee mandates relevant to Ms. Freyre: Finance oversees capital structure, M&A/financing, and financial risk strategy; Public Responsibility oversees safety/public health, environmental sustainability/climate, people impact, responsible sourcing, government affairs, and political spending oversight.
Fixed Compensation (Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees | 105,000 | Pro‑rated for April 1, 2024 start; reflects Board and committee retainers |
| Equity (share units, grant‑date fair value) | 179,522 | Annual director equity program; time‑based units |
| All other compensation | 17,469 | Includes tax reimbursement on flight benefits ($8,222), incremental flight benefit cost ($2,447), cybersecurity/identity protection services ($6,800) |
| Total | 301,991 | Sum of the above |
Reference program levels (non‑employee directors, 2024):
- Annual retainers: Cash $115,000; Equity $180,000 grant value; Committee member retainers $12,500 (Finance/Public Responsibility); Committee chair retainers $20,000–$30,000.
Performance Compensation (Director)
| Element | Structure | Performance Metrics |
|---|---|---|
| Annual equity | Time‑based share units vest in full on first anniversary; typically settled 50% cash/50% stock | None; no PSUs/options for directors disclosed |
| Short/long‑term performance plans | Not applicable to directors | N/A |
Emphasis is on equity alignment (time‑based units) rather than performance‑conditioned awards for directors.
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | None (reduces interlock/conflict risk) |
| Related party transactions | Related Party Transaction Policy requires Audit Committee approval; no transactions involving Ms. Freyre are identified in the proxy’s “Certain Relationships and Related Transactions” section. |
| Hedging/pledging | Prohibited for officers and directors under the Securities Trading Policy. |
Expertise & Qualifications
- Active/former senior executive: Global P&L and brand leadership across multinational consumer companies.
- Global operations: Leadership at global enterprises (Estée Lauder, Johnson & Johnson).
- Retail/brand management: Deep consumer marketing, product development, and brand building expertise.
- Education: MBA (Harvard Business School); BA Economics (Yale University).
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Mar 24, 2025) | 1,729 shares/unit equivalents; less than 1% of outstanding shares; includes unvested units scheduled to vest within 60 days. |
| Director equity outstanding (Dec 31, 2024) | 3,459 share units (aggregate outstanding, including deferred, for 2024 grant cohort). |
| Ownership guidelines | 5x annual cash retainer ($575,000 based on 2024 retainer) within five years of joining; all non‑employee directors compliant or in transition as of Mar 31, 2025. |
| Pledged/hedged shares | Prohibited by policy (hedging and pledging). |
Governance Assessment
-
Positives:
- Independent director with strong consumer brand and global operations expertise; aligns with UAL’s customer experience and brand differentiation priorities.
- Serves on Finance and Public Responsibility—key oversight of capital allocation, safety, sustainability, and political spending—areas closely watched by investors.
- Attendance threshold met (≥75%); Board and committee structure emphasize independent leadership, executive sessions, and annual evaluations.
- Director pay mix emphasizes equity with ownership guidelines (5x retainer), supporting alignment; hedging/pledging prohibited.
- Broad investor support context: Average Say‑on‑Pay support ~92% over last three years.
-
Watch items (not material red flags):
- Newer tenure (appointed 2024) and limited direct airline-operations background; learning curve mitigated by committee exposure (safety/sustainability and finance).
- Director equity is time‑based (no performance conditions), standard but offers less direct pay‑for‑performance signaling for directors.
- Perquisites include flight benefits and associated tax reimbursements ($8,222 for 2024) and cybersecurity services ($6,800); common among airlines but some investors view tax reimbursements as less shareholder‑friendly.
No specific conflicts or related‑party transactions involving Ms. Freyre are disclosed in the proxy, and she is affirmed independent under applicable standards.