Estee Lauder CEO Fabrizio Freda to Step Down; Jane Lauder to Succeed

TL;DR

CEO Fabrizio Freda out, Jane Lauder in Jan 1. CFO Tracey Travis also shifting roles.

AI Summary

The Estée Lauder Companies Inc. announced on October 29, 2024, changes in its executive team. Fabrizio Freda is stepping down as President and Chief Executive Officer, and will be succeeded by Jane Lauder, effective January 1, 2025. The company also reported that Tracey Thomas Travis will transition from Executive Vice President, Chief Financial Officer and President, Heritage Brands to Executive Vice President, Chief Financial Officer and President, Strategy and Corporate Development, also effective January 1, 2025.

Why It Matters

This leadership transition at a major beauty company could signal shifts in strategy and future performance, impacting investor confidence and market positioning.

Risk Assessment

Risk Level: medium — Leadership changes at the CEO level, especially in a large, established company, introduce uncertainty regarding future strategy and execution.

Key Players & Entities

• The Estée Lauder Companies Inc. (company) — Registrant
• Fabrizio Freda (person) — Outgoing President and CEO
• Jane Lauder (person) — Incoming President and CEO
• Tracey Thomas Travis (person) — Executive Vice President, Chief Financial Officer and President, Heritage Brands / Strategy and Corporate Development
• January 1, 2025 (date) — Effective date of leadership changes
• October 29, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $1,500,000 — ase salary will be at an annual rate of $1,500,000 and his aggregate bonus opportunity at
• $3,000,000 — ate bonus opportunity at target will be $3,000,000, which for fiscal 2025 will be prorated
• $25,000 — will receive a one-time cash payment of $25,000 in connection with entry into the amend
• $10,000,000 — unity will have a value of no less than $10,000,000 (before application of his individual p
• $6,740,500 — er, for a total prorated grant value of $6,740,500, which includes an additional grant wit
• $3,259,500 — ludes an additional grant with value of $3,259,500, subject to approval by the Stock Plan
• $2,100,000 — Mr. Freda's annual base salary rate of $2,100,000 will remain unchanged. His annual targe
• $5,775,000 — Officer) and fiscal 2026 will remain at $5,775,000. Pursuant to the amendment, Mr. Freda w
• $12,500,000 — 26 with a value at the time of grant of $12,500,000. Under the terms of the amendment, Mr.
• $3,125,000 — centive plan at a target opportunity of $3,125,000, the achievement of which could result
• $225,000 — oard, receive an additional retainer of $225,000 annually and be entitled to continued o

Filing Documents

• tm2427260d1_8k.htm (8-K) — 33KB
• 0001104659-24-113517.txt ( ) — 204KB
• el-20241029.xsd (EX-101.SCH) — 3KB
• el-20241029_lab.xml (EX-101.LAB) — 33KB
• el-20241029_pre.xml (EX-101.PRE) — 22KB
• tm2427260d1_8k_htm.xml (XML) — 3KB

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 29, 2024, the Board of Directors (the "Board") of The Este Lauder Companies Inc. (the "Company") appointed Stphane de La Faverie, as its President and Chief Executive Officer, effective January 1, 2025. Fabrizio Freda, current President and Chief Executive Officer, will transition from those offices and resign from the Company's Board at the end of the day on December 31, 2024. He will remain employed as a Special Advisor to the Company until he retires on June 30, 2026. Mr. de La Faverie will become a member of the Board effective January 1, 2025, to fill the vacancy that arises from Mr. Freda's resignation. Additionally, William P. Lauder will be stepping down from his role as Executive Chairman following the Annual Meeting of Stockholders on November 8, 2024 (the "Annual Meeting"), and will cease to be an employee when he retires on March 1, 2025. Mr. Lauder will continue to serve on the Company's Board as Chair following the Annual Meeting. Mr. de La Faverie, age 50, joined the Company in January 2011. He is currently Executive Group President and has been in that role since September 2022. From July 2020 through August 2022, he was Group President, The Este Lauder Companies, and Global Brand President, Este Lauder and AERIN Beauty. From July 2016 to June 2020, he was Global President, Este Lauder. In connection with these changes, each of Mr. Freda and Mr. de La Faverie executed amendments to their respective employment agreements. Mr. de La Faverie's Amended Employment Agreement Under the amended employment agreement dated as of October 29, 2024 for Mr. de La Faverie, he will become President and Chief Executive Officer as of January 1, 2025. The agreement provides that Mr. de La Faverie will continue to be an employee-at-will and serve as President and Chief Executive Officer until his r

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. See Exhibit Index below, incorporated herein by reference. Exhibit Index Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE ESTE LAUDER COMPANIES INC. Date: November 1, 2024 By: /s/ Rashida La Lande Name: Rashida La Lande Title: Executive Vice President and General Counsel 4