ELEstée Lauder Companies

Certain Relationships and Related Transactions

“William P. Lauder retired from the Company on February 28, 2025. His base salary during fiscal 2025 was approximately $1,050,000, and he also received a bonus of $1,265,250 (reflecting pro-ration through his retirement date). In August 2024, we granted Mr. W. Lauder equity-based compensation with an aggregate value of approximately $2,610,000, comprised of 40% PSUs, 40% RSUs, and 20% stock options. He received PSUs with a target payout of 11,242 shares of Class A Common Stock, Stock Options for 17,427 shares of Class A Common Stock with an exercise price of $92.87 per share, and RSUs for 11,242 shares of Class A Common Stock. These grants reflect the application of an individual performance percentage to the target equity opportunity approved for fiscal 2025. See “Retirement of William P. Lauder and Post-retirement Compensation” for additional information.”

Read it in last year's proxy ↗

Certain Relationships and Related Transactions

“Jane Lauder resigned from her role as Executive Vice President, Enterprise Marketing and Chief Data Officer, and ceased to be an employee of the Company, effective December 31, 2024. Her base salary for fiscal 2025 through such date was $485,000 (pro-rated through December 31, 2024). Because she was not retirement eligible at the time of her departure, she forfeited her fiscal 2025 target incentive bonus opportunity, target equity opportunity, and all unvested equity. In addition, any stock options that were exercisable at the time of her departure may be exercised until the earlier of the original expiration date of the option term or one year following her termination. See “Employment Agreement for Jane Lauder and Post-employment Compensation” for additional information.”

Read it in last year's proxy ↗

Certain Relationships and Related Transactions

“Jack Zinterhofer’s total compensation was less than $120,000. He did not receive any equity-based compensation.”

Read it in last year's proxy ↗

Certain Relationships and Related Transactions

“Employment Agreement for William P. Lauder. Under his employment agreement effective July 1, 2010, as amended (the “WPL Agreement”), Mr. W. Lauder was an at-will employee, and served as Executive Chairman of the Company until November 8, 2024, and served as Chair of the Board until his retirement on February 28, 2025. The WPL Agreement provided that his base salary and bonus opportunities were set by the Compensation Committee and that his equity grants were determined by the Stock Plan Subcommittee. In addition to benefits generally available to senior executives (e.g., annual perquisite reimbursement under our Executive Perquisite Plan up to $20,000, reimbursement of up to $5,000 per year for financial counseling services, and participation in our Executive Automobile Program with an automobile having an acquisition value of $75,000), we paid annual premiums for additional executive term life insurance with a face amount of $5 million for Mr. W. Lauder through June 2025. Prior to the date of his retirement, he received his annual perquisite reimbursement of $20,000, $5,000 for reimbursement of financial counseling services, and approximately $14,000 in matching 401(k) Savings Plan contributions.”

Read it in last year's proxy ↗

Certain Relationships and Related Transactions

“Employment Agreement for Jane Lauder and Post-employment Compensation. Under her employment agreement effective January 30, 2023, Ms. J. Lauder was an at-will employee and served as the Executive Vice President Enterprise Marketing and Chief Data Officer until she resigned from the Company on December 31, 2024. The agreement generally provided for a base salary and bonus opportunities which were set by the Compensation Committee and equity grants which were determined by the Stock Plan Subcommittee. In addition, Ms. J. Lauder was entitled to receive the benefits generally available to our senior executives (e.g., annual perquisite reimbursement under our Executive Perquisite Plan up to $15,000, reimbursement of up to $5,000 per year for financial counseling services, and participation in our Executive Automobile Program). Of these benefits, she only participated in the Executive Automobile Program, receiving an auto allowance of $6,600 through December 31, 2024 ($1,100 per month). In addition, the Company paid an annual premium for additional executive term life insurance with a face amount of $5 million through July 2025.”

Read it in last year's proxy ↗

Related Person Transactions Policy and Procedures

“We have a written policy (the “Related Person Transactions Policy”) that sets forth procedures for the review, approval, and ratification of transactions involving “Related Persons.” Related Persons consist of any director, director nominee, executive officer, any beneficial owner of more than 5% of the Company’s Common Stock, any immediate family member of such persons, and any other person deemed to be a Related Person under the rules of the SEC. Under the Related Person Transactions Policy, a “Transaction” includes any financial transaction, arrangement, or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships where the Company and a Related Person are participants. The Audit Committee is responsible for administering this policy.”

Read it in the proxy ↗

Related Person Transactions Policy and Procedures

“When a potential Related Person Transaction is identified, our policy requires that it be promptly reported to either the General Counsel or the Corporate Secretary to review. If it is determined that such Transaction is not within the scope of the Related Person Transactions Policy, then no further action is necessary. Otherwise, the Transaction shall be presented to the Audit Committee to make an assessment and determination. If the Audit Committee determines that a Related Person Transaction is inconsistent with the interests of the Company and its stockholders, the Audit Committee shall prohibit such transaction. If the Related Person at issue is a director of the Company, or an immediate family member of a director, then such director shall not participate in the assessment or determination of the Transaction being reviewed. The information presented to the Audit Committee in connection with its assessment will include the following: (i) the Related Person’s relationship to the Company; (ii) a description of the Transaction, including the material terms, the approximate aggregate value, and the identities of other parties; (iii) the benefits of the Transaction to the Company and the Related Person; (iv) the availability of other sources of comparable products or services; and (v) any other relevant information. If the Audit Committee determines that the Related Person has a direct or indirect material interest in the Transaction, the Transaction shall be disclosed in the Company’s proxy statement.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Lauder Family Relationships and Compensation. Ronald S. Lauder is an Executive Officer of the Company and is Chairman of Clinique Laboratories, LLC. William P. Lauder and Gary M. Lauder are the sons of the late Mr. Leonard A. Lauder. Mr. W. Lauder and Mr. G. Lauder are both non-management Directors on our Board. Mr. W. Lauder currently serves as Chair of the Board. He previously served as Executive Chairman until November 8, 2024, and remained an employee of the Company until his retirement on February 28, 2025. Mr. R. Lauder has two daughters, Aerin Lauder and Jane Lauder. Ms. A. Lauder is the Director, Style, Luxury & Legacy, Estée Lauder (see “Agreements with Aerin Lauder” for additional information) and Ms. J. Lauder serves as a non-management Director on our Board. She previously served as a management Director and as an executive officer in the role of Executive Vice President, Enterprise Marketing and Chief Data Officer until her departure from the Company on December 31, 2024. Mr. Eric L. Zinterhofer, a son-in-law of Mr. R. Lauder and husband of Ms. A. Lauder is a non-management Director on our Board. He is not an employee of the Company. Jack Zinterhofer, a son of Ms. A. Lauder and Mr. E. Zinterhofer, was an employee of the Company from September 2024 to August 2026 in the role of Senior Presidential Associate. Katherine Lauder, the daughter-in-law of Mr. G. Lauder and Laura H. Lauder, has been an employee of the Company since September 2025 in the role of Senior Presidential Associate. Joshua Lauder, the son of Mr. G. Lauder and Ms. L. Lauder, has been an employee of the Company since September 2026 in the role of Senior Presidential Associate.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Fiscal 2026 Compensation. Ronald S. Lauder’s salary was $650,000. In addition to his salary, Mr. R. Lauder also received a bonus of $474,750. Mr. R. Lauder is entitled to participate in standard benefit plans, such as the Company’s pension and medical plans. No grants of equity-based compensation have been made to him since fiscal 2000.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Katherine Lauder’s annual base salary was $106,000, and she received a bonus of $9,355. In addition, she received a one-time sign-on bonus of $10,000. She did not receive equity-based compensation. Her compensation and benefits are consistent with the compensation and benefits for other employees at her level.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Jack Zinterhofer’s annual base salary was $97,400, and he received a bonus of $10,585. During fiscal 2026, he was on an international short-term assignment, and he received standard benefits under our Global Short-term Assignment Policy, which included relocation costs, immigration-related costs, housing and expense living allowances, and related tax costs totaling approximately $40,900 (approximately $14,200 for tax related costs will be paid in fiscal 2027). His compensation and benefits including the short-term assignment, as well as related allowances, were consistent with other employees, including similar assignments, at his level. He did not receive any equity-based compensation.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Fiscal 2027 Compensation. Ronald S. Lauder’s annual base salary is $650,000, and he has a target incentive bonus opportunity of $350,000. He is entitled to participate in standard benefit plans, such as the Company’s pension and medical plans.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Joshua Lauder’s annual base salary is $110,000, and he will receive a one-time sign-on bonus of $15,000. He is eligible for a bonus opportunity with a target amount equivalent to 10% of his annual base salary, pro-rated based on the months within the fiscal year he is employed. Mr. J. Lauder does not receive equity-based compensation. His compensation and benefits are consistent with the compensation and benefits for other employees at his level.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Katherine Lauder’s annual base salary is $108,450, and her target fiscal bonus opportunity is $8,700. She does not receive equity-based compensation. Ms. K. Lauder’s compensation and benefits are consistent with the compensation and benefits for other employees at her level.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Jack Zinterhofer was an employee of the Company through the end of August 2026 (“JZ Departure Date”). His annual base salary is $97,400, pro-rated through the JZ Departure Date. Mr. J. Zinterhofer is not eligible for a fiscal year bonus for fiscal 2027, and did not receive equity-based compensation as an employee of the Company. His compensation and benefits are consistent with compensation and benefits for other employees at his level.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Payments to the Leonard A. Lauder Estate (“LAL Estate”). Leonard A. Lauder was Chairman Emeritus until he passed away in June 2025. In accordance with his employment agreement, for a period of one year from the date of his death, Mr. L. Lauder’s beneficiary or legal representative was entitled to receive his base salary and the balance in his deferred compensation account. In March 2026, $1.8 million (base salary amount) and $1.17 million (deferred compensation amount) was paid to the LAL Estate.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Post-retirement Compensation - William P. Lauder. William P. Lauder retired from the Company on February 28, 2025 (“WPL Retirement Date”). In September 2025 (fiscal 2026), Mr. W. Lauder received a bonus of $1,265,250 for fiscal 2025 (reflecting pro-ration through the WPL Retirement Date).”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Prior to his retirement from the Company, Mr. W. Lauder previously deferred certain compensation, and his deferred compensation account was credited with interest as of each June 30 during the deferral period, compounded annually at a rate equal to the Citibank N.A. base rate in effect in New York, New York on June 30 each year (not to exceed 9% per annum). In accordance with his employment agreement, the balance in his deferred compensation account, approximately $7.1 million was paid in September 2025. This included the balance of salary deferrals from amounts deferred on and after December 31, 2004 through fiscal 2011 as reported in the Summary Compensation Table in prior proxy statements.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“As a retiree of the Company, and in connection with the Company’s senior executive retirement benefits, Mr. W. Lauder received the following payments for his healthcare benefits: (i) a payment of $21,237 (pro-rated amount from April through December 2025) for the first year of his senior executive retirement payments, the full amounts will be paid each December thereafter; and (ii) $7,600 for the annual supplemental payments which includes the payment in lieu of a medical reimbursement program that was discontinued, as well as payments in lieu of healthcare benefits (medical, prescription, and dental) (approximately $6,800 (medical) and $2,850 (dental) per year). The Company will provide such supplemental annual payments for life. Mr. W. Lauder has the opportunity to purchase up to $1,280 worth of Company products per year at no charge (“Annual Gratis”) for life. In addition, the Company pays $2,200 for the continuation of his car lease and insurance.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Mr. W. Lauder was able to elect distribution of his accumulated benefits that he received as a senior executive of the Company under The Estee Lauder Companies Retirement Growth Account Plan (the “RGA Plan”), in accordance with the plan terms. In November 2025, he received a lump sum payment of approximately $874,977, and no longer has a balance in the RGA Plan. He also had accumulated benefits under The Estee Lauder Inc. Benefits Restoration Plan (the “Restoration Plan”). Such benefits are paid out in annual installments over a five-year period, pursuant to the terms of the plan and in compliance with Section 409A. He received the first annual installment in September 2025 in the amount of approximately $1,685,684, and the second installment in September 2026 of approximately $1,754,122. The remaining balance is approximately $5,262,368. See “Compensation Discussion and Analysis - Pension Benefits” for additional information regarding these plans.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Upon his retirement, Mr. W. Lauder’s outstanding equity awards (PSUs, RSUs, and stock options) were treated in accordance with the retirement provisions in the applicable equity award agreements. Specifically, his outstanding PSUs will continue to vest and be paid, with payment, if any, to be made at the same time such awards are paid to active executives. Similarly, his outstanding RSUs will continue to vest and be paid in accordance with the vesting schedule for each award. His unvested stock options became immediately exercisable upon his retirement and remain exercisable until the original expiration option term.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Mr. W. Lauder is compensated as a non-employee director, including for service as Chair of the Board and as a member of the Nominating and ESG Committee. See “Director Compensation” for additional information.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Post-employment Compensation - Jane Lauder. Jane Lauder resigned from the Company on December 31, 2024. Ms. J. Lauder is able to elect distribution of her accumulated benefits that she received as a senior executive of the Company under the Company’s RGA Plan, in accordance with the plan terms. The balance, including interest, as of January 1, 2026 was approximately $485,470. She can defer payment until age 73. She also had accumulated benefits under the Restoration Plan. Such benefits are paid out in annual installments over a five-year period, pursuant to the terms of the plan and in compliance with Section 409A. In July 2025, she received the first annual installment in the amount of approximately $223,377 and the second installment in July 2026 of approximately $232,536. The remaining balance is approximately $697,609.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Ms. J. Lauder is compensated as a non-employee director. See “Director Compensation” for additional information.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Lauder Family Members. As used in this Proxy Statement, the term “Lauder Family Members” includes only the following persons: (i) the estate of Mrs. Estée Lauder; (ii) each descendant of Mrs. Estée Lauder (a “Lauder Descendant”) and their respective estates, guardians, conservators, or committees; (iii) each “Family Controlled Entity” (as defined below); and (iv) the trustees, in their respective capacities as such, of each “Family Controlled Trust” (as defined below). The term “Family Controlled Entity” means: (i) any not-for-profit corporation if at least 80% of its board of directors is composed of Lauder Descendants; (ii) any other corporation if at least 80% of the value of its outstanding equity is owned by Lauder Family Members; (iii) any partnership if at least 80% of the value of its partnership interests are owned by Lauder Family Members; and (iv) any limited liability or similar company if at least 80% of the value of the company is owned by Lauder Family Members. The term “Family Controlled Trust” includes certain trusts existing on November 16, 1995 and trusts the primary beneficiaries of which are Lauder Descendants, spouses of Lauder Descendants, and/or charitable organizations, provided that if the trust is a wholly charitable trust, at least 80% of the trustees of such trust consist of Lauder Descendants.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Registration Rights Agreement. Ronald S. Lauder, The Estée Lauder 1994 Trust, William P. Lauder, Gary M. Lauder, Aerin Lauder, Jane Lauder, the Leonard A. Lauder Estate (the “LAL Estate”), certain Family Controlled Entities and other Family Controlled Trusts, JP Morgan Chase Bank, N.A., as successor in interest to Morgan Guaranty Trust Company of New York as pledgee (“JPMorgan”), and the Company are parties to a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which each of the LAL Estate, Ronald S. Lauder, and JPMorgan has three demand registration rights and The Estée Lauder 1994 Trust has six demand registration rights in respect of shares of Class A Common Stock (including Class A Common Stock issued upon conversion of Class B Common Stock) held by them. Three of the demand rights granted to The Estée Lauder 1994 Trust may be used only by a pledgee of The Estée Lauder 1994 Trust’s shares of Common Stock. All the parties to the Registration Rights Agreement (other than the Company) also have an unlimited number of piggyback registration rights in respect of their shares. The rights of JPMorgan and any other pledgee of The Estée Lauder 1994 Trust under the Registration Rights Agreement will be exercisable only in the event of a default under certain loan arrangements. The LAL Estate and Ronald S. Lauder may assign their demand registration rights to Lauder Family Members. In April 2026, Mr. R. Lauder assigned all of his rights and obligations to Aerin Lauder Zinterhofer, as trustee of The RSL Shares Trust, u/a/d March 2, 2026. The Company is not required to effect more than one registration of Class A Common Stock in any consecutive twelve-month period. The piggyback registration rights allow the holders to include their shares of Class A Common Stock in any registration statement filed by the Company, subject to certain limitations. The Company is required to pay all expenses (other than underwriting discounts and commissions of the selling stockholders, taxes payable by the selling stockholders, and the fees and expenses of the selling stockholders’ counsel) in connection with any demand registrations, as well as any registrations pursuant to the exercise of piggyback rights. The Company has agreed to indemnify the selling stockholders against certain liabilities, including liabilities arising under the Securities Act of 1933.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Stockholders’ Agreement. All Lauder Family Members who are party to the Stockholders’ Agreement have agreed to vote shares beneficially owned by them for the election, as directors of the Company, of the following individuals: (a) William P. Lauder and Gary M. Lauder (or a designee in lieu of one of them); and (b) Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by Ronald S. Lauder. Shares subject to the Stockholders’ Agreement represent a substantial majority of the voting power of the Company as of the Record Date. See “Additional Information Regarding the Board of Directors - Stockholders’ Agreement and Lauder Family Control.””

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Parties to the Stockholders’ Agreement may, without restriction under the agreement, sell their shares in a widely distributed underwritten public offering, in sales made in compliance with Rule 144 under the Securities Act of 1933, or to other Lauder Family Members. In addition, each party to the Stockholders’ Agreement may freely donate shares in an amount not to exceed 1% of the outstanding shares of Common Stock in any 90-day period. In the case of other private sales, each stockholder who is a party to the Stockholders’ Agreement (the “Offering Stockholder”) has granted to each other party (the “Offeree”) a right of first offer to purchase shares of Class A Common Stock that the Offering Stockholder intends to sell to a person (or group of persons) who is not a Lauder Family Member. Each Offeree has the opportunity to purchase the Offeree’s pro rata portion of the shares to be offered by the Offering Stockholder, as well as additional shares not purchased by other Offerees. Any shares not purchased pursuant to the right of first offer may be sold at or above 95% of the price offered to the Offerees. The Stockholders’ Agreement also includes provisions for bona fide pledges of shares of Common Stock and procedures related to such pledges. The Stockholders’ Agreement will terminate upon the occurrence of certain specified events, including the transfer of shares of Common Stock by a party to the Stockholders’ Agreement that causes all parties thereto immediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Agreements with Aerin Lauder. Estee Lauder Inc. (“ELI”), a subsidiary of the Company, is party to (i) a creative consultant agreement with Aerin Lauder (the “Creative Consultant Agreement”) and (ii) a brand license agreement with Ms. Lauder and Aerin LLC, a limited liability company wholly owned by Ms. Lauder (the “License Agreement”).”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Creative Consultant Agreement. Under the Creative Consultant Agreement, Aerin Lauder is the Director, Style, Luxury & Legacy, Estée Lauder where she continues to act as a creative consultant and spokesperson for the brand, promoting the brand through personal appearances and her social media presence. Previously, she was the Estée Lauder Ambassador, Director Creative Special Projects and the Style & Design Director, Estée Lauder Re-Nutriv. The Creative Consultant Agreement was most recently amended in fiscal 2024 to extend the term through June 30, 2027. For fiscal 2026, Ms. Lauder received approximately $680,000 for her services under the agreement. For fiscal 2027, Ms. Lauder will receive the same amount ($680,000) for such services, plus any additional amounts per day, if applicable, as described below. The Company has the right to use Ms. Lauder’s name and image to promote Estée Lauder beauty products and related makeup services of the Estée Lauder brand during the term of the Creative Consultant Agreement. Ms. Lauder has agreed to no more than 25 days of personal appearances per year to promote the brand, the Company, or its subsidiaries, after which ELI is required to pay her an additional amount per day ($29,000). No additional amount per day was paid in fiscal 2026. An office and access to an assistant are also provided to Ms. Lauder in connection with her services.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“License Agreement. Under the License Agreement, Aerin LLC has granted ELI a worldwide license to use the “Aerin” trademark and “A” logo (and related marks) and Ms. Lauder’s name and image (i) exclusively in connection with “Core Beauty Products” (cosmetics, fragrances, toiletries, skin care, hair care, value sets, and beauty accessories) and (ii) non-exclusively in connection with “Non-Core Beauty Products” (cosmetics bags, tote bags, and fragranced candles). The License Agreement covers the name “Aerin” and not the name “Lauder,” for which the Company and its subsidiaries retain sole ownership. Following the expiration of the initial license term on June 30, 2017, the agreement automatically renewed for two additional 5-year periods. The first renewal period was through June 30, 2022, and the second renewal period is through June 30, 2027. The License Agreement provides for a third 5-year renewal term if ELI does not give notice of non-renewal and net sales hit certain performance targets (or if ELI cures a sales shortfall, in certain circumstances).”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“ELI launched AERIN Beauty in September 2012 with several products, and additional products have been introduced since then. ELI may launch additional Aerin-branded products in its reasonable commercial judgment. Ms. Lauder has agreed to provide at least ten personal appearances under the License Agreement during each fiscal year, for which she will not be compensated, and which are in addition to those appearances covered by the Creative Consultant Agreement. ELI will be responsible for Ms. Lauder’s reasonable travel expenses in connection with such appearances. Aerin LLC may terminate the License Agreement if an unaffiliated third party obtains more than 50% of the voting power or equity of ELI. ELI may terminate the License Agreement if control of Aerin LLC (or substantially all of its assets) is transferred to a competitor of ELI or to certain categories of retailers not engaged in prestige distribution. Either side may terminate the License Agreement for an uncured material breach.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Under the License Agreement, Aerin LLC receives the following royalties: (i) for all products other than fragrances, 4% of annual net sales up to $40 million and 5% of annual net sales in excess thereof; and (ii) for fragrances, 5% of annual net sales. For fiscal 2026, Aerin LLC was paid approximately $707,000 in royalties. Under the agreement, ELI must spend the following minimum amounts to promote Aerin-branded products: 15% of ELI’s net sales of such products each annual period (July 1 - June 30) in the remaining term of the agreement, with such requirement capped each year at 50% of Aerin LLC’s similar expenditures, either directly or through other licensees, on Aerin-branded products. Both ELI and Aerin LLC will distribute Aerin-branded products only through prestige retailers. In addition, in fiscal 2026, in connection with the License Agreement, the Company received approximately $250,000 from Aerin LLC for AERIN products provided for sale in Aerin retail locations and on Aerin LLC’s website.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Under the License Agreement, the Company has agreed to invest an additional $300,000 in the AERIN Beauty business each year during the remaining term of the License Agreement for incremental advertising and promotion. Further, the license agreement has a provision concerning a sublicense to a third party to use certain licensed intellectual property solely in connection with amenity-size licensed products. Pursuant to that provision, the Company has agreed to pay Aerin LLC 50% of any royalty obtained from the third party. There were not any such royalty payments to Aerin LLC in fiscal 2026. This agreement was terminated in February 2026.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Other Arrangements. The Company provides certain of its office space in New York to affiliates of (a) Ronald S. Lauder and (b) William P. Lauder and Gary M. Lauder, and receives payments from affiliates of those individuals in connection therewith. As used herein, the “Ronald S. Lauder Office” refers to one or more affiliates of Ronald S. Lauder that are involved in these office space and services arrangements.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“The sublease for the Ronald S. Lauder Office space was renewed in March 2020 for a five-year term with an option to renew for three consecutive five-year renewal terms, and was renewed effective March 2025 for the first five-year renewal term. For fiscal 2026, the rent paid or accrued was approximately $1.06 million. The Company also has agreed to provide the Ronald S. Lauder Office with certain services, such as phone systems, payroll service, and office and administrative services. For fiscal 2026, the Company received approximately $32.7 million pursuant to such agreement. The payments received by the Company from the Ronald S. Lauder Office approximated the Company’s incremental cost of the relevant space and services. At June 30, 2026, the Ronald S. Lauder Office had deposited with the Company approximately $2.88 million to cover expenses.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“The Company has similar arrangements for space and services with an affiliate of William P. Lauder and Gary M. Lauder. For fiscal 2026, the Company received payments of approximately $8.3 million from such affiliate and certain charitable organizations for office space and certain services, such as phone systems, payroll service, and office and administrative services. The payments received by the Company from such affiliate approximated the Company’s incremental cost of the relevant space and services. At June 30, 2026, such entities had approximately $1.04 million deposited with the Company to cover expenses.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“From time to time, the Company charters, through a private independent management company, an aircraft (the “Aircraft”) that is owned indirectly by Chair of the Board, William P. Lauder, for certain business travel by Mr. Lauder himself and Company employees. For such use, the Company pays no more than market rates for comparable travel. During fiscal 2026, the Company paid the management company approximately $955,910 for business travel on the Aircraft. The approximate dollar value of the amount of Mr. Lauder’s interests in these transactions was $867,312.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“Certain members of the Lauder family (and entities affiliated with one or more of them) own numerous works of art that are displayed at the Company’s offices. The Company pays no fee to the owners for displaying such works, and the owners of the works pay for their maintenance. In fiscal 2026, the Company paid premiums of less than $10,000 for insurance relating to such works.”

Read it in the proxy ↗

Certain Relationships and Related Transactions

“In accordance with the Company’s Related Person Transactions Policy, the Audit Committee approved the Company’s reimbursement of legal fees incurred by certain members of the Lauder family in connection with their consideration of a potential transaction involving the Company. The legal fees, which totaled approximately $1.49 million, had not been reimbursed as of June 30, 2026 and are expected to be paid by the Company at a later date. The approximate interest of the Leonard A. Lauder family (William P. Lauder and Gary M. Lauder) and the Ronald S. Lauder family (Ronald S. Lauder, Jane Lauder, Aerin Lauder, and Eric L. Zinterhofer) is $0.73 million and $0.76 million, respectively.”

Read it in the proxy ↗