Skip to content

Estee Lauder Companies

NYSE: EL · USD

Estee Lauder Companies (EL) Economic Moat Analysis38

Competitive advantages, dated evidence and erosion risks.

Narrow economic moat

Estée Lauder has a narrow, uneven moat based on brand intangible assets. Brand longevity, observed pricing contributions, fragrance growth and monetized trademark rights support a current advantage. Makeup pricing weakness, past volume declines and impairments show meaningful erosion. Customer dependency is weak, and neither restructuring ambitions nor margin recovery establishes a broader structural advantage.

Intangible assets

Established beauty brands support differentiated demand and selective pricing power. Fiscal 2026 skin care pricing contributed 3% with flat volume, while fragrance sales grew 12%. TOM FORD licensing provides contractual evidence that brand intellectual property is monetizable.

Durability
Decades of brand presence and long-lived trademark monetization support persistence, but not exceptional or guaranteed durability. Historical repeat-demand claims provide supporting issuer evidence; recent operating outcomes remain uneven.
Competitors
LVMH, L’Oreal
Erosion risks
Fiscal 2026 makeup pricing contributed negative 4%, including mix effects. Earlier regional volume declines and substantial impairments demonstrate erosion. Changing preferences, newer entrants and distribution gaps create further risks. Named competitor coverage comes only from a stockholder proposal's packaging comparison.
What would invalidate the thesis
The advantage would be invalidated by sustained pricing-and-mix deterioration accompanied by falling volumes across skin care and fragrance, repeated impairments of core brands, or loss of economically meaningful trademark monetization despite continued brand investment.
Evidence (8) · Counterevidence (6)

Changes since the previous analysis

  • Retain the previous narrow verdict; the supplied operating evidence still supports a selective brand advantage with meaningful erosion.
  • Add historical hero-product repeat-demand disclosure and contractual TOM FORD monetization as supporting evidence, while distinguishing issuer assertions from operating outcomes.
  • Add management assessments using the September 30, 2026 proxy's actual awards, forfeitures, payouts and governance disclosures.
  • Recognize named competitors only within the stockholder packaging proposal's limited comparison.

Evidence limitations

  • Assessment uses only supplied passages. All source dates have dateKind filed; they are filing dates, not retrieval dates.
  • Brand reputation and historical repeat-sales descriptions are issuer assertions without quantified retention or comparative market-share evidence.
  • Pricing contributions include mix effects and do not isolate pure price increases or establish causal price elasticity.
  • LVMH and L’Oreal are identified in a stockholder proposal's packaging comparison. This does not establish their relative product economics or comprehensive competitor coverage; the proponent's assertions are not independently verified here.
  • No demonstrated network effect, structural cost advantage, efficient-scale barrier or material consumer switching cost is established.
  • The proxy supplies actual compensation mechanics and outcomes, but the selected passages do not establish executives' individual ownership or compliance with ownership guidelines. Granted PRGP awards are not treated as already vested.
  • Quarterly and nine-month results overlap annual periods and are not independent additional years of evidence. Restructuring benefits and impairment comparisons complicate interpretation of margin recovery.

Financial indicators to test against the thesis

Calculated from annual filings. Missing data remains unavailable. Detailed financial charts remain in the other topics.

Financial indicators to test against the thesis
PeriodGross marginOperating marginROICFCF margin
202275.7%17.9%—11.3%
202371.3%9.5%—4.6%
202471.7%6.2%—9.2%
202574.0%-5.5%—4.7%
202675.5%5.2%—8.7%

Pricing power50

  • Pricing outcomes

    Skin care and fragrance achieved positive pricing contributions alongside stable or growing volume, and nine-month company pricing contributed 1%. Makeup's negative 4% contribution demonstrates uneven outcomes. All these pricing measures include mix.

  • Customer demand

    Issuer-reported historical repeat demand, flat skin care volume and growing fragrance volume support continuing demand. Hair care volume losses offset that evidence. This is partly an indirect operating assessment, not a measured customer-retention rate.

  • Margin resilience

    Nine-month gross profit grew faster than sales and operating profitability recovered, but the March quarter's operating income declined. Annual margin recovery also benefited from prior-year impairments, preventing attribution primarily to pricing.

  • Pricing freedom

    Implemented strategic pricing actions demonstrate some practical discretion. Disclosed rebates, markdowns and margin adjustments constrain realized terms, while major-customer strategies create bargaining exposure. Unrestricted repricing rights or contractual price escalators are not established.

Management50

  • Capital discipline

    Suspended buybacks, lower capital expenditures and lower dividends paid show spending restraint; implemented restructuring initiatives have been funded from operations. Rising restructuring estimates, dilution and substantial impairments offset that evidence. Acquisition returns are not established.

  • Incentive alignment

    Actual forfeiture of below-threshold PSUs demonstrates downside accountability, and fiscal 2026 bonuses used sales, margin and forecast metrics. Above-target bonuses, no annual NEO PSU grants in fiscal 2026 and additional PRGP RSUs make alignment mixed. PRGP grants are documented, but their November 2027 vesting remains conditional.

  • Execution

    Observed growth and disclosed PRGP net benefits of $1,004 million against a $660 million target support execution. Missed PRGP administrative-cost and leadership targets, higher restructuring estimates and prior declines offset progress. Attribution to the current leadership is indirect and the recovery remains incomplete.

  • Governance

    The board has an actual independent majority, an independent audit committee and an independent equity-grant subcommittee. Approximately 82% family voting control and reliance on committee-independence exemptions materially limit minority-shareholder influence.

Sources and methodology

Current publication · Updated 18/10/2026 · Version 4

AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.

Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026

Moat38

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

structural advantage · 2/4 · Brand history, selective pricing with stable skin care volume, fragrance growth and monetized trademark rights establish an existing intangible-asset advantage. Makeup pricing weakness and historical declines limit its breadth.

durability · 2/4 · Long brand presence and a received licensing payment recognized through fiscal 2043 support persistence. That accounting period does not guarantee enduring consumer preference, and impairments demonstrate that brand value can deteriorate.

customer dependency · 1/4 · Historical hero-product repeat sales suggest attachment, but do not establish dependency. Actual volume losses despite positive pricing-and-mix contributions show fragile demand; meaningful switching friction is unproven.

erosion resilience · 1/4 · Current skin care stability and fragrance growth provide recovery evidence, but earlier broad declines, impairments and makeup pricing weakness show limited demonstrated resistance to erosion. Generic competitive risks are supplementary, not treated as realized losses.

Pricing power50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

realized pricing · 2/4 · Skin care and fragrance achieved positive pricing contributions alongside stable or growing volume, and nine-month company pricing contributed 1%. Makeup's negative 4% contribution demonstrates uneven outcomes. All these pricing measures include mix.

retention · 2/4 · Issuer-reported historical repeat demand, flat skin care volume and growing fragrance volume support continuing demand. Hair care volume losses offset that evidence. This is partly an indirect operating assessment, not a measured customer-retention rate.

margin resilience · 2/4 · Nine-month gross profit grew faster than sales and operating profitability recovered, but the March quarter's operating income declined. Annual margin recovery also benefited from prior-year impairments, preventing attribution primarily to pricing.

contractual freedom · 2/4 · Implemented strategic pricing actions demonstrate some practical discretion. Disclosed rebates, markdowns and margin adjustments constrain realized terms, while major-customer strategies create bargaining exposure. Unrestricted repricing rights or contractual price escalators are not established.

Predictability81

Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.

Nondeclining revenue years (%)
25.00
Revenue growth volatility (pp)
5.99
Positive FCF years (%)
100.00
FCF margin volatility (pp)
2.65

Financial strength—

Missing required inputs: netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.

debtFcfGrade
34.98
interestCoverageGrade
12.14
currentRatioGrade
37.73
Debt / FCF (x)
5.55
Interest coverage (x)
2.34
Current ratio (x)
1.22

Capital allocation—

Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.

3-year average dilution (%)
0.41
3-year average SBC / revenue (%)
2.09
cashConversionGrade
0.00

Management50

Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.

capital discipline · 2/4 · Suspended buybacks, lower capital expenditures and lower dividends paid show spending restraint; implemented restructuring initiatives have been funded from operations. Rising restructuring estimates, dilution and substantial impairments offset that evidence. Acquisition returns are not established.

incentive alignment · 2/4 · Actual forfeiture of below-threshold PSUs demonstrates downside accountability, and fiscal 2026 bonuses used sales, margin and forecast metrics. Above-target bonuses, no annual NEO PSU grants in fiscal 2026 and additional PRGP RSUs make alignment mixed. PRGP grants are documented, but their November 2027 vesting remains conditional.

execution · 2/4 · Observed growth and disclosed PRGP net benefits of $1,004 million against a $660 million target support execution. Missed PRGP administrative-cost and leadership targets, higher restructuring estimates and prior declines offset progress. Attribution to the current leadership is indirect and the recovery remains incomplete.

governance · 2/4 · The board has an actual independent majority, an independent audit committee and an independent equity-grant subcommittee. Approximately 82% family voting control and reliance on committee-independence exemptions materially limit minority-shareholder influence.

Evidence

Below is a chart showing brands we sell and how we view them based on lifestyle and price point: 4 Table of Contents Estée Lauder brand products, which have been sold since 1946, have a reputation for innovation, sophistication and superior quality.

Business / Our Brands / Estée Lauder history · Filed 19/08/2026

They are the pillars of our brands and historically have provided strong results through high repeat sales and consumer loyalty.

Business / Marketing / historical hero-product repeat sales · Filed 20/08/2025

Reported skin care net sales increased 5% in fiscal 2026, driven by an increase from pricing of 3%, reflecting changes in mix and the favorable impact from strategic pricing actions, and the favorable impact from foreign currency translation of 2%.

MD&A / fiscal 2026 skin care pricing and mix · Filed 19/08/2026

The impact from volume was flat period-over-period.

MD&A / fiscal 2026 skin care volume · Filed 19/08/2026

Fragrance Reported fragrance net sales increased $288 million, or 12%, in fiscal 2026, reflecting higher net sales from Le Labo, TOM FORD and KILIAN PARIS, combined, of approximately $221 million.

MD&A / fiscal 2026 fragrance sales · Filed 19/08/2026

The Company’s performance obligation is to license the TOM FORD trademark to Marcolin and to Zegna, which grants them the right to access the symbolic intellectual property.

Revenue recognition / TOM FORD trademark licensing · Filed 19/08/2026

The remaining balance of deferred revenue as of June 30, 2026 will be recognized as revenue beyond the next twelve months, of which, $198 million relates to the non-refundable upfront payment received as part of the Marcolin licensing arrangement that is being recognized on a straight-line basis over the estimated economic life of the license, which is 20 years ending in fiscal 2043.

Revenue recognition / received licensing upfront payment and recognition period · Filed 19/08/2026

Reported fragrance net sales increased 12% for the six months ended December 31, 2025, driven by the increase from pricing of 5%, reflecting changes in mix and the favorable impact from strategic pricing actions, the increase from volume of 4% and the favorable impact from foreign currency translation of 2%.

MD&A / six months ended December 31, 2025 / fragrance pricing and volume · Filed 05/02/2026

Partially offsetting these increases was a decrease from pricing of 4%, reflecting changes in mix, partially offset by the favorable impact from strategic pricing actions.

MD&A / fiscal 2026 makeup pricing and mix · Filed 19/08/2026

49 Table of Contents RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES The following table reconciles the change in net sales by geographic region, as reported, to the change in net sales excluding the effects of foreign currency translation: As Reported Year Ended June 30, ($ in millions) 2025 2024 Variance Impact of foreign currency translation Variance, in constant currency % Change, as reported % Change, in constant currency By Geographic Region: The Americas $ 4,410 $ 4,579 $ (169) $ 53 $ (116) (4) % (3) % EUKEM 3,566 3,539 27 (49) (22) 1 (1) Asia/Pacific 3,606 4,587 (981) 29 (952) (21) (21) Mainland China 2,741 2,904 (163) (5) (168) (6) (6) 14,323 15,609 (1,286) 28 (1,258) (8) % (8) % Returns associated with restructuring and other activities 3 (1) 4 — 4 Total $ 14,326 $ 15,608 $ (1,282) $ 28 $ (1,254) The following table reconciles the change in operating results by geographic region, as reported, to the change in operating results excluding the impact of the impairment of goodwill and other intangible assets, the Talcum litigation settlement agreements and the change in fair value of DECIEM acquisition-related stock options inclusive of payroll tax: As Reported Add: Changes in impairments of goodwill and other intangible assets Add: Talcum litigation settlement agreements Add: Change in fair value of DECIEM acquisition-related stock options inclusive of payroll tax Variance, as adjusted % Change, as reported % Change, as adjusted Year Ended June 30, ($ in millions) 2025 2024 Variance By Geographic Region: The Americas $ (818) $ 168 $ (986) $ 911 $ 159 $ (14) $ 70 (100+)% 38 % EUKEM 145 102 43 — — (9) 34 42 31 Asia/Pacific 180 510 (330) (96) — — (426) (65) (43) Mainland China 194 314 (120) — — — (120) (38) (38) (299) 1,094 $ (1,393) $ 815 $ 159 $ (23) $ (442) (100+)% (28) % Charges associated with restructuring and other activities (486) (124) Total $ (785) $ 970 50 Table of Contents FINANCIAL CONDITION LIQUIDITY AND CAPITAL RESOURCES Overview Our principal sources of funds historically have been cash flows from operations, borrowings pursuant to our commercial paper program, borrowings from the issuance of long-term debt and committed and uncommitted credit lines provided by banks and other lenders in the United States and abroad.

MD&A / fiscal 2025 regional sales and operating-result reconciliations · Filed 19/08/2026

The reported operating margin for fiscal 2026 increased from the prior year, driven by the favorable operating expense margin, which includes the favorable year-over-year impact of goodwill and other intangible asset impairment charges in fiscal 2025 of $1,286 million, as well as the increase in net sales and increase in gross margin, as discussed above.

MD&A / fiscal 2026 operating-margin recovery and prior impairments · Filed 19/08/2026

Some competitors have greater resources than we do, others are newer companies (such as Indie Brands, some of which are backed by private-equity investors), and some are competing in distribution channels where we are less represented.

Risk factors / competitor resources, newer entrants and distribution · Filed 19/08/2026

The beauty business can change rapidly due to consumer preferences and industry trends.

Risk factors / changing beauty preferences · Filed 19/08/2026

Ulta Beauty, LVMH and L’Oreal disclose their plastic footprints.10,11,12 L’Oreal and L’Occitane-En-Provence disclose plastic reduction goals.13 Unlike its peers and despite the business risks and broad societal consequences associated with plastic packaging, Estée Lauder does not disclose its plastic footprint and has not set a plastic reduction goal.

Stockholder packaging proposal / named peer comparisons and proponent assertions · Filed 30/09/2026

Reported net sales increased 5% for the nine months ended March 31, 2026, driven by the favorable impact from foreign currency translation of 2%, the increase from volume of 2% and the increase from pricing of 1%, reflecting the favorable impact from strategic price actions, partially offset by changes in mix.

MD&A / nine months ended March 31, 2026 / company pricing and volume · Filed 01/05/2026

Reported hair care net sales were virtually flat for the nine months ended March 31, 2026, driven by the increase from pricing of 6%, reflecting changes in mix and the favorable impact from strategic pricing actions, and the favorable impact from foreign currency translation of 1%.

MD&A / nine months ended March 31, 2026 / hair care pricing and mix · Filed 01/05/2026

These increases were offset by the decrease from volume of 6%.

MD&A / nine months ended March 31, 2026 / hair care volume · Filed 01/05/2026

Such elements of variable consideration include product returns and sales incentives, such as volume rebates and discounts, markdowns, margin adjustments and early-payment discounts.

Revenue recognition / rebates, discounts, markdowns and margin adjustments · Filed 19/08/2026

If one or more of our largest customers change their strategies (including pricing or promotional activities), enter bankruptcy (or similar proceedings) or if our relationship with any large customer is changed or terminated for any reason, there could be a material adverse effect on our business.

Risk factors / large-customer strategy and relationship dependence · Filed 19/08/2026

THE ESTÉE LAUDER COMPANIES INC. CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (Unaudited) Three Months Ended March 31, Nine Months Ended March 31, (In millions, except per share data) 2026 2025 2026 2025 Net sales $ 3,712 $ 3,550 $ 11,422 $ 10,915 Cost of sales 876 889 2,797 2,774 Gross profit 2,836 2,661 8,625 8,141 Operating expenses Selling, general and administrative 2,279 2,258 7,202 7,141 Restructuring and other charges 224 97 520 375 Securities class action litigation settlement 84 — 84 — Impairment of goodwill and other intangible assets — — — 861 Talcum litigation settlement agreements — — — 159 Total operating expenses 2,587 2,355 7,806 8,536 Operating income (loss) 249 306 819 (395) Interest expense 82 87 253 269 Interest income and investment income, net 15 27 66 85 Other components of net periodic benefit cost 3 5 11 10 Earnings (loss) before income taxes 179 241 621 (589) Provision (benefit) for income taxes 90 82 323 (2) Net earnings (loss) $ 89 $ 159 $ 298 $ (587) Net earnings (loss) per common share Basic $ .25 $ .44 $ .82 $ (1.63) Diluted $ .24 $ .44 $ .82 $ (1.63) Weighted average common shares outstanding Basic 362.7 360.3 362.0 359.9 Diluted 365.4 361.4 364.5 359.9 See notes to consolidated financial statements.

Consolidated statements of earnings / three and nine months ended March 31, 2026 · Filed 01/05/2026

Beginning in December 2022, we suspended the repurchase of shares of our Class A Common Stock under our publicly announced program.

Share repurchase program / suspension since December 2022 · Filed 19/08/2026

Information about the Company’s common stock outstanding is as follows: (Shares in thousands) Class A Class B Balance at June 30, 2023 232,077.9 125,542.0 Acquisition of treasury stock(1) (316.5) — Stock-based compensation 1,385.2 — Balance at June 30, 2024 233,146.6 125,542.0 Acquisition of treasury stock(1) (482.5) — Stock-based compensation 1,560.7 — Balance at June 30, 2025 234,224.8 125,542.0 Acquisition of treasury stock(1) (736.7) — Conversion of Class B to Class A 11,034.7 (11,034.7) Stock-based compensation 2,768.4 — Balance at June 30, 2026 247,291.2 114,507.3 (1)These amounts represent shares that were repurchased by the Company to satisfy tax withholding obligations upon the payout of certain stock-based compensation arrangements.

Stockholders' equity / actual share-count changes and stock compensation · Filed 19/08/2026

The Company had initially expected that the Restructuring Program would result in restructuring and other charges totaling between $1,200 million and $1,600 million, before taxes, which was updated during fiscal 2026 to a range of $1,500 million and $1,700 million.

Restructuring program / increased estimated charges · Filed 19/08/2026

Based on the total approved initiatives, as of June 30, 2026, the Company now estimates total restructuring and other charges of $1,748 million, before taxes, consisting of employee-related costs, asset-related costs, contract terminations and other costs associated with implementing these initiatives, which other than the non-cash charges, have been funded from cash provided by operations for initiatives implemented to date, and for the remaining initiatives are expected to result in future cash expenditures funded from cash provided by operations.

Restructuring program / latest estimated charges and funding of implemented initiatives · Filed 19/08/2026

The change in net cash flows used for investing activities was primarily driven by a favorable year-over-year impact from lower capital expenditures compared to the prior year.

Liquidity and capital resources / lower capital expenditures · Filed 19/08/2026

The change in net cash flows used for financing activities primarily reflected a decrease in repayments of long-term debt due to the repayment of the outstanding principal balance of our $500 million, 2.000% Senior Notes that matured during the fiscal 2025 second quarter, a decrease in dividends paid to stockholders in the current year, and the favorable year-over-year impact of settlements of cross-currency swap contracts.

Liquidity and capital resources / debt repayments and lower dividends paid · Filed 19/08/2026

Based on the Company’s below-threshold performance over the three-year period ended June 30, 2026, the PSUs granted in August 2023 (fiscal 2024) yielded no payout (all shares forfeited and no dividends paid) to our NEOs.

Executive compensation / actual forfeiture of fiscal 2024 PSUs · Filed 30/09/2026

Canevari ​ ​ ​ ​ ​ ​ ​ % of Target ​ ​ Actual Payout % ​ ​ % of Target ​ ​ Actual Payout % ​ ​ % of Target ​ ​ Actual Payout % ​ ​ % of Target ​ ​ Actual Payout % ​ ​ % of Target ​ ​ Actual Payout % ​ ​ ​ ​ Business Unit Strategic Goals (Individual) ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 120.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 112.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 112.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 120.0% ​ ​ ​ ​ ​ 20.0% ​ ​ ​ ​ ​ 116.0% ​ ​ ​ ​ ​ Total Company Net Sales* ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 105.6% ​ ​ ​ ​ ​ Total Company NOP Margin* ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ 36.0% ​ ​ ​ ​ ​ 119.3% ​ ​ ​ ​ ​ Weighted Forecast Accuracy ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ 8.0% ​ ​ ​ ​ ​ 97.6% ​ ​ ​ ​ ​ Business Unit Payout (a) ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 112.8% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 111.2% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 111.2% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 112.8% ​ ​ ​ ​ ​ 100.0% ​ ​ ​ ​ ​ 112.0% ​ ​ ​ ​ ​ Enterprise Modifier (b) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 121.4% ​ ​ ​ ​ ​ EAIP Payout % (a) x (b) ​ ​ ​ ​ — ​ ​ ​ ​ ​ 136.8% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 134.9% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 134.9% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 136.8% ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 135.9% ​ ​ ​ ​ * Measurement of performance for each of the metrics is subject to certain automatic adjustments described above in “Annual Incentive Bonus.”

Executive compensation / fiscal 2026 incentive weights and actual payouts · Filed 30/09/2026

Annual Performance Share Units. In fiscal 2026, we did not grant annual PSUs to our NEOs.

Executive compensation / absence of fiscal 2026 annual PSU grants to NEOs · Filed 30/09/2026

On August 28, 2025 (fiscal 2026), the NEOs received the PRGP IP equity awards at the approximate value detailed below: ​ ​ Named Executive Officer ​ ​ Target Opportunity ($)(1) ​ ​ PRGP IP Results (%) ​ ​ PRGP IP Grant Value ($) ​ ​ RSUs Granted (#) ​ ​ ​ ​ Stéphane de La Faverie ​ ​ ​ $ 2,500,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 4,180,000 ​ ​ ​ ​ ​ 45,549 ​ ​ ​ ​ ​ Akhil Shrivastava ​ ​ ​ $ 475,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 794,200 ​ ​ ​ ​ ​ 8,655 ​ ​ ​ ​ ​ Jane Hertzmark Hudis ​ ​ ​ $ 1,114,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 1,862,608 ​ ​ ​ ​ ​ 20,297 ​ ​ ​ ​ ​ Rashida La Lande ​ ​ ​ $ 625,000 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 1,045,000 ​ ​ ​ ​ ​ 11,388 ​ ​ ​ ​ ​ Roberto Canevari ​ ​ ​ $ 588,750 ​ ​ ​ ​ ​ 167.2% ​ ​ ​ ​ $ 984,390 ​ ​ ​ ​ ​ 10,727 ​ ​ ​ ​ (1) Target opportunity reflects 25% of each executive’s fiscal 2026 annual target equity opportunity.

Executive compensation / PRGP equity awards actually granted August 28, 2025 · Filed 30/09/2026

The award cliff-vests in full on November 1, 2027, subject to continued employment and subject to acceleration upon the occurrence of certain events as described in “Potential Payments upon Termination of Employment or Change of Control.”

Executive compensation / PRGP award future vesting conditions · Filed 30/09/2026

The payout was determined against the following pre-established fiscal 2025 goals: ​ ​ ​ ​ ​ ​ ​ ​ Targets ​ ​ Actual Performance ​ ​ ​ ​ Metrics ​ ​ Weighting ​ ​ Threshold ​ ​ Target ​ ​ Maximum ​ ​ Actual ​ ​ % of Target ​ ​ Payout (% of Oppty) ​ ​ ​ ​ Enterprise Fiscal 2025 PRGP Net Benefits ​ ​ ​ ​ 70.0% ​ ​ ​ $528 million ​ ​ $660 million ​ ​ $924 million ​ ​ $1,004 million ​ ​ ​ ​ 152.1% ​ ​ ​ ​ ​ 200.0% ​ ​ ​ ​ ​ Enterprise Adoption and Leadership Key Performance Indicators ​ ​ ​ ​ Consumer Facing Spend as a % of Net Sales ​ ​ ​ ​ 10.0% ​ ​ ​ 32.0% ​ ​ 33.0% ​ ​ 34.0% ​ ​ 37.8% ​ ​ ​ ​ 114.5% ​ ​ ​ ​ ​ 200.0% ​ ​ ​ ​ ​ General & Administrative Costs as a % of Net Sales ​ ​ ​ ​ 10.0% ​ ​ ​ 31.0% ​ ​ 30.0% ​ ​ 29.0% ​ ​ 32.0% ​ ​ ​ ​ 106.7% ​ ​ ​ ​ ​ 0.0% ​ ​ ​ ​ ​ Leadership ​ ​ ​ ​ 10.0% ​ ​ ​ 53.0% ​ ​ 60.0% ​ ​ 75.0% ​ ​ 54.8% ​ ​ ​ ​ 91.3% ​ ​ ​ ​ ​ 72.1% ​ ​ ​ ​ ​ Aggregate Payout ​ ​ ​ ​ 167.2% ​ ​ ​ ​ ​ ​ 2026 Proxy Statement | 57 ​ TABLE OF CONTENTS Changes for Fiscal 2027.

Executive compensation / fiscal 2025 PRGP goals and actual outcomes · Filed 30/09/2026

Members of the Lauder family, some of whom are directors, executive officers and/or employees, beneficially own, directly or indirectly, as of August 12, 2026, shares of our Company's Class A Common Stock and Class B Common Stock having approximately 82% of the outstanding voting power of the Common Stock.

Business / Lauder-family voting control as of August 12, 2026 · Filed 19/08/2026

While we have voluntarily caused our Board of Directors to have a majority of independent directors and the written charters of our Nominating and ESG Committee and Compensation Committee to have the required provisions, we are not requiring our Nominating and ESG Committee and Compensation Committee to be comprised solely of independent directors.

Controlled-company disclosures / committee independence exemptions · Filed 19/08/2026

As of the Record Date, 9 of our 14 Board members (approximately 64%) are independent.

Governance / actual board independence at proxy record date · Filed 30/09/2026

We note that all the directors on our Audit Committee, including the Chair, are independent, as are the Chairs of our Nominating and ESG Committee and our Compensation Committee.

Governance / independent audit committee and committee chairs · Filed 30/09/2026

Our Stock Plan Subcommittee, which approves all equity grants to our executive officers including the CEO, is composed solely of independent directors.

Governance / independent stock-plan subcommittee · Filed 30/09/2026

Publication history

Publication history
VersionUpdatedCompetitive advantage
418/10/2026narrow
318/10/2026narrow
218/10/2026narrow
118/10/2026Unavailable

Sources

Research methodology and limitations · What is an economic moat?