DEF 14A of American Eagle Outfitters Inc
Filed May 15, 2026 · FY20250001193125-26-227158
The Board recommends that the stockholders vote “FOR”
The Board recommends that the stockholders vote “FOR” the following Class I director nominee:
The Board recommends that the stockholders vote “FOR”
| Jay L. Schottenstein | | | Age: 71 | BACKGROUND Mr. Schottenstein has served as our Chief Executive Officer since December 2015. Prior thereto, he served as our Interim Chief Executive Officer from January 2014 to December 2015. He has served as Chairman of the Board since March 1992. He previously served the Company as Chief Executive Officer from March 1992 until December 2002 and as a Vice President and director of the Company’s predecessors since 1980. He has also served as Chairman of the Board and Chief Executive Officer of Schottenstein Stores Corporation (“SSC”) since March 1992 and as President of SSC since 2001. Prior thereto, Mr. Schottenstein served as Vice Chairman of SSC from 1986 to 1992. He has been a director of SSC since 1982. Mr. Schottenstein also has served since March 2005 as Executive Chairman of the Board of Directors of Designer Brands Inc. (f/k/a DSW Inc.) (NYSE: DBI) and formerly served as that company’s Chief Executive Officer from March 2005 to April 2009. He has served at various times as an officer and/or director of other entities owned or controlled by members of his family since 1976, including American Signature, Inc. (“ASI”). Mr. Schottenstein had resigned from all roles with ASI and was not serving in any capacity when ASI filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in November 2025. He is a graduate of Indiana University. SKILLS AND QUALIFICATIONS Mr. Schottenstein has deep knowledge and extensive experience with respect to the Company’s operations and the retail industry in general. His expertise in merchandising, operations, retail, real estate, brand building, and team management has guided the Company from a single-brand company to a multi-brand $5+ billion global specialty retailer. SELECT PROFESSIONAL AND COMMUNITY CONTRIBUTIONS Mr. Schottenstein dedicates significant time to civic and cultural organizations. In 1985, he and his wife founded the Jay and Jeanie Schottenstein Foundation, the couple’s personal philanthropic organization. Together, they have donated millions of dollars to causes that improve the world, from arts and culture to mental health and cardiovascular research. The Schottensteins support many local organizations, including the Columbus Museum of Art, the United Way of Central Ohio, and The Ohio State University. In 2008, the Schottensteins endowed the biennial Jay and Jeanie Schottenstein Prize in Cardiovascular Sciences at The Ohio State University, an esteemed award given to outstanding medical and research professionals in the field. In 2010, Mr. and Mrs. Schottenstein were named Humanitarians of the Year by the American Red Cross of Central Ohio. In 2021, the Schottensteins pledged $10.15 million to The Ohio State University toward improving students’ access to behavioral healthcare and reducing stigma surrounding mental illness. Mr. Schottenstein is a member of the board of directors at the Columbus Partnership and the Columbus Development Corporation. PREVIOUS DIRECTORSHIPS Mr. Schottenstein previously served as a member of the Board of Directors for Albertsons Companies Inc. (NYSE: ACI) from 2006 to 2022. | | Director since: March 1992 | | | Executive | | | Committees: • None | | | Current Public Company Directorships: • Designer Brands Inc. (NYSE: DBI) | | | Awards and Recognitions: • World Retail Congress Retail Hall of Fame Inductee (2024) • Humanitarian of the Year: American Red Cross of Greater Columbus • T. Kenyon Holly Award for Outstanding Humanitarian Achievement (Two Ten Foundation) | |
The Board recommends that the stockholders vote “FOR”
| 2026 Proxy Statement | | | 19 |
The following Class II Directors have terms that
The following Class II Directors have terms that expire as of the 2027 Annual Meeting:
The following Class II Directors have terms that
| Janice E. Page | | | Age: 77 | BACKGROUND Prior to her retirement, Ms. Page spent 27 years in apparel retailing, holding numerous merchandising, marketing and operating positions with Sears Roebuck & Company (“Sears”), including serving as Sears’ Group Vice President. While at Sears, Ms. Page launched the direct-to-consumer business and oversaw sporting goods, men’s, women’s and children’s apparel, footwear and accessories, and beauty and fragrances, among other responsibilities. She holds a B.A. from Pennsylvania State University. SKILLS AND QUALIFICATIONS Ms. Page has extensive knowledge of the apparel retail industry and brings to the Board in-depth experience across diverse consumer product categories, as well as retail operations. Her service, tenure and committee leadership on multiple public company boards allows her to provide the Board with a variety of perspectives on corporate governance issues. SELECT PROFESSIONAL AND COMMUNITY CONTRIBUTIONS Ms. Page serves on the advisory boards for the Daveler Entrepreneurship Foundation and the Daveler Scholarship Fund, advising the University of Florida, Florida Gulf Coast University and Florida Southwest University entrepreneurship programs, as well as the Education Foundation of Collier County Champions for Learning and Center for Innovation. Ms. Page is also an advisor to the Southwest Florida CEO Entrepreneurship Program. PREVIOUS DIRECTORSHIPS Ms. Page previously served as a director of R.G. Barry Corporation from 2000 to 2014, Hampshire Group, Limited from 2009 to 2011 and Kellwood Company from 2000 to 2008. Ms. Page also served as Trustee of Glimcher Realty Trust, a real estate investment trust that owns, manages, acquires and develops malls and community shopping centers from 2001 to 2004. | | Director since: June 2004 | | | Independent | | | Committees: • Audit • Compensation • Nominating (Chair) | | | Current Public Company Directorships: • None | |
The following Class II Directors have terms that
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The following Class II Directors have terms that
| David M. Sable | | | Age: 72 | BACKGROUND Mr. Sable has served as Vice Chair at Stagwell Global since October 2023. He is also Co-Founder and Partner of DoAble, a Marketing Consultancy focused on branding, positioning and big ideas. As Senior Advisor to WPP plc (“WPP”), a multinational communications, advertising, public relations, technology, and commerce holding company, he mentored and consulted across the company. Previously he was Chairman of VMLY&R, a global marketing agency, from 2011 to 2019. He propelled Y&R to a top-five global creative firm at Cannes, developed new resources and practices, expanded the global footprint of subsidiary company VML, and ultimately helped unify Y&R and VML into VMLY&R, one of the most successful agencies in the industry today. Prior to his time at Y&R, Mr. Sable served at Wunderman, Inc., a leading customer relationship manager and digital unit of WPP, as Vice Chairman and Chief Operating Officer from August 2000 to February 2011. Mr. Sable was a Founding Partner and served as Executive Vice President and Chief Marketing Officer of Genesis Direct, Inc., a pioneer digital omni-channel retailer, from June 1996 to September 2000. Mr. Sable attended New York University and Hunter College in New York. SKILLS AND QUALIFICATIONS With more than 30 years of experience in digital leadership and marketing communications, Mr. Sable brings to the Board his strategic insight and ability to connect talent across marketing disciplines and geographies. The Board also benefits from his extensive involvement with community programs. SELECT PROFESSIONAL AND COMMUNITY CONTRIBUTIONS In 2013, Fast Company named Mr. Sable one of the 10 Most Generous Marketing Geniuses. He currently serves on the Board of Directors of the International Special Olympics, as well as on the Executive Board of UNCF and he was Executive Producer on MTV’s highly acclaimed REBEL MUSIC series. | | Director since: June 2013 | | | Independent | | | Committees: • Audit • Compensation • Nominating | | | Current Public Company Directorships: • Ethan Allen Interiors Inc. (NYSE: ETD) | | | Awards and Recognitions: • NACD Top 100 (2024) | |
The following Class II Directors have terms that
| 2026 Proxy Statement | | | 21 |
The following Class II Directors have terms that
| Noel J. Spiegel | | | Age: 78 | BACKGROUND Mr. Spiegel was a partner at Deloitte & Touche, LLP (“Deloitte”), where he practiced from September 1969 until his retirement in May 2010. In his over 40-year career at Deloitte, he served in numerous management positions, including as Deputy Managing Partner, member of the Executive Committee, Managing Partner of Deloitte’s Transaction Assurance practice, Global Offerings and IFRS practice and Technology, Media and Telecommunications practice (Northeast Region), and as Partner-in-Charge of Audit Operations in Deloitte’s New York office. Mr. Spiegel holds a B.S. from Long Island University and he attended the Advanced Management Program at Harvard Business School. SKILLS AND QUALIFICATIONS Mr. Spiegel provides expertise in public company accounting, disclosure and financial system management to the Board and, more specifically, to the Audit Committee. SELECT PROFESSIONAL AND COMMUNITY CONTRIBUTIONS From 2006 to 2017, Mr. Spiegel was a Trustee, Chair of the Executive Committee and President of the Jewish Communal Fund of New York, a 501(c)(3) donor-advised fund. PREVIOUS DIRECTORSHIPS Mr. Spiegel previously served as a director at Vringo, Inc. from 2013 to 2016 and vTv Therapeutics Inc. (Nasdaq: VTVT) from 2015 to 2022. | | Director since: June 2011 | | | Independent (Lead Independent Director) | | | Committees: • Audit (Chair) • Compensation • Nominating | | | Current Public Company Directorships: • Radian Group Inc. (NYSE: RDN) | | | Awards and Recognitions: • NACD Top 100 (2020) | |
The following Class II Directors have terms that
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The following Class III Directors have terms that
The following Class III Directors have terms that expire as of the 2028 Annual Meeting:
The following Class III Directors have terms that
| Deborah A. Henretta | | | Age: 64 | BACKGROUND Ms. Henretta has over 30 years of business leadership experience across both developed and developing markets, as well as expertise in brand building, marketing, philanthropic program development, and government relations. She joined Procter & Gamble (“P&G”) in 1985. In 2005, she was appointed President acting as Senior Executive Officer of P&G’s business in Association of Southeast Asian Nations, Australia and India. She was appointed group president of P&G Asia in 2007, group president of P&G Global Beauty Sector in June 2013, and group president of P&G E-Business in February 2015. She retired from P&G in June 2015. Ms. Henretta is a partner at Council Advisors (formerly G100 Companies) where she assisted in establishing a Board Excellence program that provides director education on board oversight and governance responsibilities, including in the areas of digital transformation and cybersecurity, as well as a partnership program for New Director Training. She holds an M.A. in advertising from Newhouse School of Communications and a B.A. in communications and an Honorary PhD in humane letters from St. Bonaventure. SKILLS AND QUALIFICATIONS Ms. Henretta has significant experience in business leadership and global and international operations. She is skilled in brand building, marketing, and emerging market management. Ms. Henretta has risk management experience as a former executive at P&G tasked with specific risk management duties. She also brings significant knowledge of digital transformation and cybersecurity to the Board. SELECT PROFESSIONAL AND COMMUNITY CONTRIBUTIONS Ms. Henretta was a member of Singapore’s Economic Development Board (“EDB”) from 2007 to 2013. She contributed to the growth strategies for Singapore, and was selected to serve on the EDB’s Economic Strategies Committee between 2009 and 2011. In 2008, she received a U.S. State Department appointment to the Asia-Pacific Economic Cooperation’s Business Advisory Council. In 2011, she was appointed chair of this 21-economy council, becoming the first woman to hold the position. In that role, she advised top government officials, including former President Barack Obama and former Secretary of State Hillary Clinton. Ms. Henretta serves on the Board of Trustees of Syracuse University. PREVIOUS DIRECTORSHIPS Ms. Henretta previously served as a director of Corning, Inc. (NYSE:GLW) from 2013 to 2025 and Staples, Inc. (Nasdaq: SPLS) from 2016 to 2017. | | Director since: February 2019 | | | Independent | | | Committees: • Audit • Compensation • Nominating | | | Current Public Company Directorships: • Meritage Homes Corporation (NYSE: MTH) • NiSource, Inc. (NYSE: NI) | |
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 23 |
The following Class III Directors have terms that
| Cary D. McMillan | | | Age: 68 | BACKGROUND From December 2005 until his retirement in 2020, Mr. McMillan served as Chief Executive Officer of True Partners Consulting, LLC, a professional services firm providing tax and other financial services. From October 2001 to April 2004, he was the Chief Executive Officer of Sara Lee Branded Apparel. Mr. McMillan served as Executive Vice President of Sara Lee Corporation (“Sara Lee”), a branded consumer packaged goods company, from January 2000 to April 2004. From November 1999 to December 2001, he served as Chief Financial and Administrative Officer of Sara Lee. Prior thereto, Mr. McMillan served as an audit partner with Arthur Andersen LLP. Mr. McMillan holds a B.S. from the University of Illinois and is a CPA. SKILLS AND QUALIFICATIONS Mr. McMillan brings to the Board demonstrated leadership abilities as a Chief Executive Officer and has a deep understanding of business, both domestically and internationally. His experience as a former audit partner and CPA also provides him with extensive knowledge of financial and accounting issues. Furthermore, Mr. McMillan’s current and prior service on other public boards provides the Board with diversified knowledge of best corporate governance and compensation practices. SELECT PROFESSIONAL AND COMMUNITY CONTRIBUTIONS Mr. McMillan serves on the AEO Foundation Board and brings a wealth of philanthropic experience to the position. He serves on a number of nonprofit boards in Chicago including as Treasurer of both the Millenium Park Foundation and WTTW, the local PBS station. He is also a Trustee of the Art Institute of Chicago. PREVIOUS DIRECTORSHIPS Mr. McMillan previously served as a director of McDonald’s Corporation (NYSE: MCD) from 2003 to 2015, Hewitt Associates, Inc. from 2002 to 2010, and Sara Lee from 2000 to 2004. | | Director since: June 2007 | | | Independent | | | Committees: • Audit • Compensation (Chair) • Nominating | | | Current Public Company Directorships: • Hyatt Corporation (NYSE: H) | | | Awards and Recognitions: • NACD Top 100 (2023) | |
The following Class III Directors have terms that
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The following Class III Directors have terms that
CORPORATE GOVERNANCE The following section discusses the Company’s corporate governance, including the role of the Board and its Committees. Additional information regarding corporate governance, including our Corporate Governance Guidelines, the charters of our Audit, Compensation, and Nominating Committees and our Code of Ethics, which applies to all of our directors, officers (including the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and employees, may be found on our Investors Relations website at investors.ae.com/esg/ under “Governance Documents.” Any amendments or waivers to our Code of Ethics will also be available on our website. The Code of Ethics includes our privacy and data security policies, as well as our policy on anti-corruption and bribery. We also have a comprehensive Code of Conduct that governs the behavior of our production, sourcing and supply chain business partners, and we routinely audit the factories with which we do business to ensure compliance with our expected standards of operations, human rights and quality in our products. Copies of our corporate governance materials are available in print to any stockholder upon written request to 77 Hot Metal Street, Pittsburgh, PA 15203, c/o the Corporate Secretary. Board Composition and Evolution Current Composition Following the conclusion of the 2026 Annual Meeting, the Company’s Board will consist of six directors: Jay L. Schottenstein (Executive Chairman of the Board and Chief Executive Officer), Deborah A. Henretta, Cary D. McMillan, Janice E. Page, David M. Sable, and Noel J. Spiegel. Five of the six continuing directors are independent under applicable NYSE listing standards and SEC rules. This size is smaller than the Board’s historical composition and reflects two departures:
The following Class III Directors have terms that
| • | Stephanie L. Pugliese, who served from August 2024 to April 2025 and departed due to her appointment as CEO at another company; and |
The following Class III Directors have terms that
| • | Sujatha Chandrasekaran, who is not standing for re-election at the conclusion of her current Class I term. |
The following Class III Directors have terms that
The current composition is transitional. The Board intends to return to a composition of at least seven directors as described below. In evaluating the functioning of the Board at its current size while executing its search plan, the Board has considered: the importance of active, engaged participation by all directors and the benefits of focused deliberation and clear accountability in effective Board work for AEO and has determined that the current composition is appropriate at this time. Board Enhancement The Nominating Committee, working with an independent executive search firm, is conducting a formal search for additional independent directors to be added to the Board during Fiscal 2026. The Nominating Committee is focused on identifying candidates who bring relevant operating experience and a demonstrated ability to contribute effectively in dynamic environments, while also maintaining flexibility to add exceptional director talent who will meaningfully enhance the Board’s collective strength and overall effectiveness. The Nominating Committee expects that this process will result in the addition of at least one new independent director within the next twelve months, with the aim of returning to a Board of at least seven directors in Fiscal 2026. The Nominating Committee recognizes the value in having a Board comprised of directors with varied professional experience, industry and functional expertise, tenure, and personal backgrounds and viewpoints and believes that this intentional consideration contributes to more rigorous and well-informed decision-making.
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 25 |
The following Class III Directors have terms that
Director Skills & Experience Matrix The following matrix summarizes the current competencies and experience represented on the Board.
The following Class III Directors have terms that
| ATTRIBUTES, EXPERIENCE AND SKILLS | | | | | | | | | SKILLS CENTRAL TO AEO’S STRATEGY | | | | | | | | | Retail Industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Marketing and Consumer Insight | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Technology and Digital | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Real Estate | ✓ | | | | ✓ | | | | International | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | CORE COMPETENCIES | | | | | | | | | Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Audit Committee Financial Expertise | | | ✓ | ✓ | ✓ | | ✓ | | Cybersecurity | | ✓ | | | | | | | Crisis Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
The following Class III Directors have terms that
| (1) Sujatha Chandrasekaran will conclude her service as a director immediately following the 2026 Annual Meeting. |
The following Class III Directors have terms that
Directors are not required to possess expertise in every area reflecting in the matrix, and the matrix should be read as a portfolio of capabilities not as an individual scorecard. This perspective reflects the Board’s view that specific functional areas are most effectively governed through the collective capabilities of the Board rather than through a single-purpose specialist director. The matrix reflects the Board’s current competencies and experience, which are considered holistically alongside evolving strategic needs. The Board also expects every successful candidate to embrace the following foundational qualifications:
The following Class III Directors have terms that
| • | High integrity and ethical character; |
The following Class III Directors have terms that
| • | Sound business judgment and strategic perspective; |
The following Class III Directors have terms that
| • | Ability and willingness to commit the time required for meaningful Board and committee participation; |
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| • | Independence from management under applicable NYSE and SEC standards (for independent director candidates); and |
The following Class III Directors have terms that
| • | No conflicts of interest that cannot be appropriately managed. |
The following Class III Directors have terms that
Director Recommendations & Nominations The Nominating Committee is responsible for identifying and recommending candidates for Board membership. Candidates may come to the attention of the Nominating Committee from a variety of sources, including current Board members, stockholders, management, and external search firms. All candidates are reviewed in the same manner, regardless of the source of the recommendation. The Nominating Committee will consider, in the normal course, the recommendations of stockholders regarding potential director candidates and, in doing so, will consider the needs of the Board and the qualifications of each candidate. Stockholders may recommend potential director candidates for consideration by the Nominating Committee by submitting the recommendation in writing to the Chair of the Nominating Committee, in care of the Company, at the Company’s principal executive offices at 77 Hot Metal Street, Pittsburgh PA 15203.
The following Class III Directors have terms that
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The following Class III Directors have terms that
Additionally, stockholders may nominate candidates to the Board pursuant to certain procedural, informational, and consent requirements. See “Submission of Nominations and Proposals for the 2027 Annual Meeting” for information regarding the submission of director nominations. Board Leadership Structure Jay L. Schottenstein currently serves as both Executive Chairman and Chief Executive Officer. The Board reviews this structure annually and has determined that this combined structure currently is in the best interests of the Company and its stockholders, supported by the following counterweights: a Lead Independent Director with defined authorities; a Board that is majority independent; fully independent standing committees; and regular executive sessions of the independent directors. The Board’s determination also reflects Mr. Schottenstein’s deep and long-standing tenure with the Company and in the specialty retail industry; his brand instinct, including championing Aerie from concept through today and identifying and directing the changes, investments, and strategic decisions needed to keep American Eagle relevant and competitively positioned through evolving retail cycles over nearly fifty years; and his clear understanding of the current leadership strengths needed to execute on the Company’s strategy at this moment. The independent directors will continue to evaluate the combined role annually and will separate the roles if their conclusion is that doing so would better serve the Company and its stockholders. Lead Independent Director The independent directors have designated Noel J. Spiegel as Lead Independent Director. The Lead Independent Director is elected annually by, and from, the independent directors, and his or her responsibilities are described in the Company’s Corporate Governance Guidelines. Those responsibilities include:
The following Class III Directors have terms that
| • | Presiding at all meetings of the Board at which the Executive Chairman is not present, including all executive sessions of the independent directors; |
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| • | Calling additional meetings of the independent directors as he or she considers appropriate; |
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| • | Approving Board meeting agendas, schedules, and the information sent to the Board, with the authority to add items to any agenda and to request additional information from management; |
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| • | Serving as the principal liaison between the independent directors and the Executive Chairman and Chief Executive Officer on matters reserved to the independent directors; |
The following Class III Directors have terms that
| • | Consulting with the Chairs of the standing committees on the coordination of committee activities with the work of the full Board; |
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| • | Being available, as appropriate, for direct consultation with significant stockholders; and |
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| • | Performing such other duties as the Board may request from time to time. |
The following Class III Directors have terms that
Board Independence Six of the Company’s seven directors are independent under the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Corporate Governance Guidelines. The Board has affirmatively determined that each of Noel J. Spiegel, Sujatha Chandrasekaran, Deborah A. Henretta, Cary D. McMillan, Janice E. Page, and David M. Sable is independent. Additionally, the Board determined that Stephanie L. Pugliese, who served on the Board from August 2024 to April 2025, was independent during her tenure as a director. Each of the standing committees of the Board – the Audit Committee, the Compensation Committee, and the Nominating Committee – is composed entirely of independent directors who satisfy the heightened independence standards applicable to each committee under applicable law, NYSE listing standards, and the Company’s committee charters. Executive Sessions and Independent Engagement The independent directors meet in executive session without management present at each regularly scheduled Board meeting and at such additional times as the Lead Independent Director or the independent directors may request. Each of the standing committees meets in executive session without management present on a regular basis. The Audit Committee separately meets in private session with the Company’s internal audit function and with the Company’s independent registered public accounting firm at each regularly scheduled Audit Committee meeting, and the Compensation Committee separately meets in private session with its independent compensation consultant.
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 27 |
The following Class III Directors have terms that
Annual Review of Leadership Structure The independent directors review the leadership structure annually, in executive session, with particular attention to whether the combined Executive Chairman and Chief Executive Officer structure continues to serve the Company and its stockholders. That review considers Company performance, Board effectiveness, stockholder feedback, evolving governance practices, and such other factors as the independent directors consider relevant. The Board retains the authority to modify its leadership structure at any time, including by separating the Chairman and Chief Executive Officer roles, and will do so if and when the independent directors conclude that a different structure would better serve the Company and its stockholders. Director Tenure The Board does not impose a mandatory retirement age or term limits. The Board believes the balance between continuity and evolution is better addressed through the annual evaluation and director search process described above than through fixed constraints. As of May 1, 2026, the average tenure of AEO’s non-employee directors was approximately thirteen years. The Nominating Committee reviews tenure composition annually as part of its evaluation and analysis. The Board also considers that institutional knowledge, including that of the Company’s most tenured directors, is a meaningful asset for AEO at this time. Director Time Commitments and Protections Against Overboarding Board service requires a substantial commitment of time and attention, and the Company’s Corporate Governance Guidelines include specific limits on director commitments to ensure appropriate capacity. Under the Guidelines, directors who are retired from full-time employment may serve on no more than four public company boards in total, including the Company’s Board. A director who serves as an executive officer of any public company may serve on no more than one other public company board in addition to AEO’s Board. Any director who is a member of the Audit Committee may serve on the audit committees of no more than two other public companies. Directors must notify the Chair of the Nominating Committee before accepting any new public company directorship or any significant outside commitment, so that the Nominating Committee can assess whether the new commitment would affect the director’s capacity to serve AEO. The Nominating Committee reviews each director’s outside commitments annually and has affirmatively determined that each director standing for election at the 2026 Annual Meeting has the capacity to devote the time necessary to serve effectively on the Board. Board Practices Meetings and Attendance During Fiscal 2025, the Board held five meetings. The standing committees met as follows: the Audit Committee held 23 meetings, the Compensation Committee held 11 meetings (including one joint committee meeting), and the Nominating Committee held 9 meetings (including one joint committee meeting). Each director who served during Fiscal 2025 attended at least 75% (actual attendance was 98%) of the aggregate of the meetings of the Board and the committees on which he or she served during the period of service. Directors are expected to attend the Annual Meeting of Stockholders, and all of our then-serving directors attended the 2025 Annual Meeting of Stockholders. Annual Evaluations The Board and each standing committee conducts an annual evaluation, overseen by the Nominating Committee, designed to identify strengths and opportunities for improvement in composition, practices, information flow, culture, and engagement with management. The evaluation process includes questionnaires covering each director’s assessment of Board effectiveness; separate evaluations of each committee’s fulfillment of the responsibilities under its charter; and a review by the Lead Independent Director with each director individually of that director’s contributions and priorities. The results are discussed by the full Board in executive session, and any follow-up actions, including changes to meeting cadence, information flow, agenda-setting practices, or committee composition, are tracked through the following year.
The following Class III Directors have terms that
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The following Class III Directors have terms that
Director Continuing Education and Development The Board views continuing education as a core component of effective board service and commits meaningful time and attention to pursuing relevant learning opportunities to remain current on the evolving retail landscape, the Company’s strategic priorities, and directors’ oversight responsibilities. Company-led or -facilitated education sessions are regularly incorporated into Board and committee meetings and, during Fiscal 2025, included in-depth sessions on specialty retail industry dynamics, evolving consumer behavior, marketing effectiveness, cybersecurity and AI, regulatory developments, geopolitical issues impacting sourcing and trade, and innovation for the retail consumer. Our directors also routinely pursue external programs, certifications, and targeted briefings designed to deepen expertise in areas most relevant to AEO’s business and long-term strategy, and we reimburse directors for their expenses associated with this participation. Examples of our directors pursuing additional director certifications and attending continuing education programs in recent years include: Mr. Sable received the Harvard Business School: Corporate Director Certificate (includes participation in the 1. Making Corporate Boards More Effective, 2. Compensation Committees: New Challenges, New Solutions, and 3. Audit Committees in a New Era of Governance programs) and attended the Harvard Business School: Advanced Corporate Director program. Ms. Page and Mr. Spiegel attended the PwC Corporate Directors Exchange (CDX) program; and Ms. Henretta received the Competent Board ESG Certification Program Certificate. Mr. McMillan attended the Kearney-CMU AI Executive Education Program. Ms. Chandrasekaran has received the NACD AI Oversight Certification, Cloud Security Alliance (CSA) Trusted AI Safety Expert (TAISE) Certificate and the International Association of Privacy Professionals (IAPP) AI Governance Professional Certificate. Newly elected directors participate in a tailored orientation program that includes direct engagement with senior management and visits to the Company’s stores and facilities, while existing directors are frequently invited to visit Company stores and facilities to serve as the foundation for discussions regarding new products, processes, and initiatives. Communications with the Board Stockholders and other interested parties may communicate directly with the Board as a whole, the Lead Independent Director, the chair of any standing committee, or the non-management directors as a group, by writing to the Corporate Secretary of American Eagle Outfitters, Inc. at 77 Hot Metal Street, Pittsburgh, Pennsylvania 15203. Communications addressed to the Board, committee chairs, independent directors or to the Lead Independent Director are forwarded directly, without screening by management, except for communications that are solicitations, advertisements, or that otherwise do not relate to the Company’s business or to the responsibilities of the Board. Stockholder Engagement The Board believes that direct, meaningful and substantive engagement with the Company’s stockholders is important to its oversight responsibilities. AEO maintains a year-round stockholder engagement program through which members of senior management engage with stockholders on strategy, operational performance, capital allocation, governance, executive compensation, and corporate social responsibility. During Fiscal 2025, management held over 75 engagements with stockholders representing approximately 80% of outstanding shares as of May 1, 2026, and participated in investor conferences, non-deal roadshows, and direct meetings with both long-only and index-oriented holders. The Lead Independent Director, the Chair of the Compensation Committee and the Chair of the Nominating Committee are available, as appropriate, for direct engagement with significant stockholders on matters raised at the Board level, including governance, compensation matters and Board oversight. Feedback received through the engagement program is reported to the full Board and the relevant committees periodically and is considered by the Board in its ongoing review of the Company’s strategy, practices, and disclosures. Themes raised by stockholder during Fiscal 2025 engagement included inventory management, potential for brand growth and expansion, profit improvement initiatives, advertising investments and capital allocation. The Board assessed these perspectives alongside the Company’s strategic initiatives and operational decisions during the year, which collectively advanced these themes.
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 29 |
The following Class III Directors have terms that
Board Committees The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating Committee. Each committee operates under a written charter approved by the Board, and each charter is available on the Investor Relations section of the Company’s website at www.aeo-inc.com. Each committee has the authority to retain and terminate independent advisors and consultants at the Company’s expense, as its members determine appropriate. The Chair of each committee reports to the full Board on the committee’s activities at each regularly scheduled Board meeting, and committee materials are generally made available to all directors. The following sets forth Committee memberships as of the date of this Proxy Statement.
The following Class III Directors have terms that
| Director | Audit Committee | Compensation Committee | Nominating Committee | | Jay L. Schottenstein, Executive Chairman of the Board and Chief Executive Officer | — | — | — | | Sujatha Chandrasekaran | | | | | Deborah A. Henretta | | | | | Cary D. McMillan | | | | | Janice E. Page | | | | | David M. Sable | | | | | Noel J. Spiegel, Lead Independent Director | | | |
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| | = Member | | = Committee Chair | | = Audit Committee Financial Expert |
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Nominating Committee The Nominating Committee’s principal responsibilities include identifying and recommending qualified candidates for election to the Board; overseeing the Board’s composition, evolution, and succession practices; recommending directors for service on each standing committee; overseeing the Company’s corporate governance policies and practices, including the Corporate Governance Guidelines and the Company’s codes of conduct; overseeing the Board’s annual self-evaluation process and the Company’s stockholder engagement program; and overseeing the Company’s risks and opportunities with respect to corporate social responsibility matters, including the Building a Better World strategy (see page 36 for further information on the Company’s Building a Better World strategy). Each member of the Nominating Committee is independent under the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines. The Nominating Committee’s work during Fiscal 2025 also included oversight of the annual Board and committee self-evaluations, review of director time commitments and outside-board activity, review of stockholder feedback in coordination with the Investor Relations function, and continued oversight of the Company’s Building a Better World strategy.
The following Class III Directors have terms that
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The following Class III Directors have terms that
Audit Committee The Audit Committee’s principal responsibilities include oversight of the integrity of the Company’s financial statements and financial reporting process; the qualifications, independence, and performance of the Company’s independent registered public accounting firm; the performance of the Company’s internal audit function; the Company’s system of internal control over financial reporting and disclosure controls; the Company’s compliance with legal and regulatory requirements; the Company’s enterprise risk management function; and oversight of information security, cybersecurity, technology, and data privacy risk. Each member of the Audit Committee is independent under the NYSE listing standards, the enhanced independence requirements of Rule 10A-3 under the Exchange Act, and the Company’s Corporate Governance Guidelines. Each member of the Audit Committee is also financially literate under the applicable NYSE listing standards. The Board has determined that Noel J. Spiegel, Deborah A. Henretta, Cary D. McMillan and Janice E. Page each qualify as an “audit committee financial expert” within the meaning of applicable SEC rules. The designation as an audit committee financial expert does not impose upon such designees any duties, obligations, or liabilities that are greater than those of any other member of the Audit Committee and the Board. The Audit Committee’s work during Fiscal 2025 reflected substantial business activity. In particular, the Audit Committee exercised focused, recurring oversight of the Company’s merchandise inventory valuation and the markdown reserve methodology under the Company’s retail inventory method through the first-quarter spring merchandise write-down and the subsequent inventory rebuild and normalization. The Audit Committee also oversaw the accounting for, and the disclosure of, the impairment, restructuring, and other charges associated with the wind-down of Quiet Platforms, which resulted in $59 million of charges. The Audit Committee engaged substantively with management on the controls, reporting, and disclosure implications of the Company’s ongoing response to the evolving global trade environment and to the sourcing and tariff mitigation efforts taken during the year. And, consistent with its information-security oversight responsibilities, the Audit Committee received periodic reporting from the Chief Technology Officer and Chief Information Security Officer regarding the Company’s AI strategy and governance, cybersecurity programs, threat environment, and the completion of the Fiscal 2025 security initiatives. The Audit Committee maintained its established cadence of executive sessions with the Chief Financial Officer, the head of Internal Audit, the Chief Information Security Officer, and the independent registered public accounting firm at each of its regularly scheduled meetings and as needed during the fiscal year. Compensation Committee The Compensation Committee’s principal responsibilities include oversight of the Company’s executive compensation philosophy and programs; establishment of the performance goals and compensation of the Chief Executive Officer and the other executive officers; administration of the Company’s equity-based compensation plans; review of the relationship between the Company’s compensation programs and risk; and oversight of specific human capital management matters in coordination with the full Board. Each member of the Committee is independent under the NYSE listing standards, the enhanced independence requirements applicable to compensation committee members, and the Company’s Corporate Governance Guidelines, and each member is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. The Compensation Committee has engaged FW Cook as its independent compensation consultant, which performs services only for the Compensation Committee and the Compensation Committee has determined it to be independent under applicable NYSE listing standards. The Compensation Committee also has the authority to delegate its authority to subcommittees, including subcommittees consisting solely of one or more persons, other Board members, and/or officers. Additionally, the Compensation Committee may delegate to the CEO the authority to review and grant equity awards to employees who are not executive officers. During Fiscal 2025, the Compensation Committee maintained the existing program design and performance-measurement framework. Variable compensation outcomes for the fiscal year reflected the Company’s financial and operational results. A more detailed description of the Compensation Committee’s processes, the framework through which performance goals are set and evaluated, and the Fiscal 2025 compensation decisions for the named executive officers is provided in the Compensation Discussion and Analysis section.
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 31 |
The following Class III Directors have terms that
Our Board’s Primary Responsibilities, Risk Oversight and Governance Actions in Fiscal 2025 Fiscal 2025 began with a challenging first quarter, which continued into the second quarter, and ended with fourth quarter financials that included revenue of $1.76 billion, 8% comparable sales growth, operating income down 33% versus the fourth quarter of the prior year and adjusted operating income(1) up 27% versus the fourth quarter of the prior year. The Board oversaw key principal decisions in the year: sharpening merchandise and marketing execution, accelerating corporate cost restructuring efforts, exiting Quiet Platforms while preserving supply chain efficiencies, the disciplined risk management of the “Great Jeans” campaign, and adapting in real time to the tariff and geopolitical environment. The Company entered Fiscal 2026 with a stronger operational footing and priorities focused on the continued expansion of Aerie and OFFLINE, the optimization of the American Eagle brand, supply chain and sourcing discipline, profit improvement initiatives, and focused brand investment and innovation.
The following Class III Directors have terms that
| (1) Adjusted operating income and adjusted operating loss are non-GAAP or adjusted measures. See Appendix A of this Proxy Statement for additional details on and reconciliations of adjusted results and other important information regarding the use of non-GAAP or adjusted measures. |
The following Class III Directors have terms that
The Board oversees strategy and risk on an integrated basis, engaging with the strategic, operational, and capital decisions that generate and shape the Company’s principal risks and long-term value creation. The fundamental areas of oversight include strategy and capital deployment, market dynamics, competition, growth opportunities, enterprise risk management, operational execution, stockholder engagement and responsiveness, cybersecurity, technology, AI and data governance, supply chain and geopolitical risk, reputational risk, financial controls, corporate social responsibility, and executive leadership and human capital management (including compensation and pay alignment). The areas of concentrated Board engagement in Fiscal 2025 are described below, and each area captures multiple elements of oversight exercised by the Board. The full Board retains primary responsibility for oversight of enterprise strategy, CEO and senior executive succession, and matters of the greatest consequence to the Company’s long-term trajectory. The Board’s standing committees – the Audit Committee, the Compensation Committee, and the Nominating Committee – carry the defined oversight responsibilities set forth in their respective charters. Where matters cut across committee jurisdictions or carry enterprise-level significance, they are addressed by the full Board with the benefit of the relevant committees’ work.
The following Class III Directors have terms that
| Risk Oversight by the Board | | | | Full Board | | | | • Assesses major risks facing the Company and reviews options for risk mitigation with the assistance of management and the committees • Monitors risks that have been delegated to a particular committee through regular reports provided by the respective Board committee | | | | Audit Committee | Compensation Committee | Nominating Committee | | • Assesses major financial, regulatory or reputational risk exposures and steps taken by management to address these exposures • Responsible for the review and assessment of information technology, cybersecurity, and AI risk exposures and the steps taken to monitor and control these exposures (see details below) • Reviews risks identified during the internal and external auditors’ risk assessment procedures | • Oversees risk management related to employee compensation plans and arrangements • Assesses whether the Company’s compensation plans and practices may incentivize excessive risk-taking and discusses at least annually the relationship between risk management policies and compensation | • Manages risks associated with corporate governance policies and practices • Reviews any risks and exposures relating to director and executive succession planning and talent management • Oversees risk management related to the Company’s governance and corporate social responsibility matters |
The following Class III Directors have terms that
The Board’s oversight of strategy and risk is supported by a leadership structure designed to support independent engagement with management under the combined Executive Chairman and Chief Executive Officer structure described under “Board
The following Class III Directors have terms that
| 32 | | | |
The following Class III Directors have terms that
Leadership Structure” above. The Lead Independent Director, Mr. Spiegel, chairs executive sessions of the independent directors and serves as the principal liaison between the independent directors and the Executive Chairman and Chief Executive Officer on matters reserved to the independent directors. The independent directors meet in executive session without management present at each regularly scheduled Board meeting and as scheduled by the Lead Independent Director throughout the year; the committees meet in executive session without management present at least quarterly. The independence standards applied by the Board, the composition of its committees, and the Lead Independent Director’s specific authorities are described under “Board Leadership Structure.” Effective oversight requires that directors have access to management and information on terms they find credible. The Board receives regular and on-request reporting from the Chief Executive Officer and other members of senior management, including the following:
The following Class III Directors have terms that
| ✓ President, Executive Creative Director, AE and Aerie | ✓ Chief Financial Officer | | ✓ Chief Supply Chain, Technology and International Officer | ✓ Chief Legal Officer | | ✓ Chief Human Resources Officer | ✓ Chief Technology Officer | | ✓ Chief Information Security Officer | ✓ Senior Vice President of Investor Relations | | ✓ Other leaders of the American Eagle and Aerie brands | |
The following Class III Directors have terms that
Directors have direct access to these and other members of management outside of Board meetings, the Company’s internal audit function, and the Company’s independent registered public accounting firm. The Board engages independent external advisors as it considers appropriate and supports ongoing director education on matters material to the Company’s strategy and the environment in which it operates, including sessions on geopolitical and macroeconomic developments, retail industry dynamics, consumer behavior, cybersecurity, AI, and regulatory developments, through both Company-led programs and external programs chosen by directors. Board Oversight of Strategic Capital Allocation In March 2025, the Board authorized a $200 million accelerated share repurchase program (the “ASR”), which at the closing price on the announcement date equated to approximately 18.1 million shares, or approximately 9.5% of fully diluted shares outstanding. The ASR was completed in the second quarter of Fiscal 2025. Combined with open-market repurchases and the quarterly dividend, AEO returned $341 million to stockholders across Fiscal 2025. In authorizing the ASR, the Board considered the Company’s balance sheet strength, the long-term outlook for the brands, and the absence of strategic capital requirements that would have been better served by retaining the capital. AEO ended the fiscal year with approximately $240 million in cash and no debt. Board Oversight of Operational Execution and Financial Discipline During Fiscal 2025, the Board’s operational oversight focused on three areas: real-time response to tariffs and geopolitical disruption; inventory management through the first-quarter write-down; and expense discipline and operating efficiency, including the corporate restructuring program. Tariff & Sourcing Mitigation Fiscal 2025 presented substantial volatility in U.S. trade policy. AEO’s initial unmitigated annual tariff exposure was estimated at $180 million, a figure that would have represented a material drag on the Company’s cost structure and margins. Through a combination of country-of-origin re-mixing, vendor cost negotiations, and freight optimization, the Company reduced that exposure to approximately $70 million for the fiscal year, a reduction of more than 60% from the unmitigated baseline. As trade policy conditions shifted during the year, the Board engaged with management on an ongoing, rather than a point-in-time basis, revising oversight inputs as management revised its plans. The Company also continued its sourcing diversification plans, reducing China exposure to under 10% for Fiscal 2025 with fall and holiday seasons planned in the low single digits. In its oversight, the Board considered the structural implications of these sourcing changes, including on manufacturing partnerships, cost structure, and supply chain resilience in future periods. Expense Discipline & Operating Efficiency Fiscal 2025 presented substantial cost-structure pressure: a first-quarter operating loss, Quiet Platforms impairment charges, tariff headwinds, and planned increases in brand and marketing investment. Against this backdrop, the Board’s oversight during the
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 33 |
The following Class III Directors have terms that
year was directed at supporting a second-half recovery while protecting the investments targeted to the brands’ long-term positioning, including approving the charges associated with the corporate restructuring. The results of this oversight are reflected in the Company’s second-half performance. In the fourth quarter, selling, general and administrative expenses of $418 million leveraged 120 basis points as a rate to revenue, reaching 23.8% compared to 25.0% in the prior year’s comparable quarter. The full-year operating margin of 4.1% and adjusted operating margin(1) of 5.9% reflects both the headwinds of the first half and the second-half recovery.
The following Class III Directors have terms that
| (1) Adjusted operating income and adjusted operating loss are non-GAAP or adjusted measures. See Appendix A of this Proxy Statement for additional details on and reconciliations of adjusted results and other important information regarding the use of non-GAAP or adjusted measures. |
The following Class III Directors have terms that
Board Oversight of the Portfolio The Board’s oversight of brand investment in Fiscal 2025 reflected that the AEO brand portfolio spans brands at different positions in their respective categories and in their lifecycles. For American Eagle, the Board’s Fiscal 2025 oversight centered on the sustained investment required to maintain category leadership across consumer cohorts, including product relevance and quality and relevant marketing. Maintaining the planned increase in advertising spend targeted to the second-half of Fiscal 2025, a year that included a first-quarter operating loss and substantial tariff headwinds, required the Board to evaluate American Eagle brand investment separately from other discretionary spending. The Board supported management’s plan to protect that investment on the basis that reducing it would inhibit American Eagle’s long-term competitive position. For Aerie and OFFLINE, the Board’s Fiscal 2025 oversight centered on the investment required to extend category position, expand the physical and digital footprint, scale operational infrastructure at a different pace than American Eagle’s established base, and continue the product innovation and inclusive brand positioning that have built Aerie’s platform across multiple retail cycles. At the same time, the brand oversight lenses are unified by the Board’s role in capital allocation across the portfolio. Investment at American Eagle, Aerie, and OFFLINE compete for and complement one another within a single capital framework, and the Board’s portfolio oversight requires that investment levels at each brand reflect the relative returns, strategic role, and lifecycle needs of each, with the investment mix at one brand considered in the context of the portfolio as a whole. In parallel, the Board regularly evaluates the Company’s broader portfolio of assets to ensure continued alignment with the core brand priorities. As part of this ongoing assessment, the Board supported the decision to further focus and fuel the brands through the exit of the Quiet Platforms third-party logistics business. The Board agreed that Quiet Platforms had not developed into a strategic fit for the Company’s operating model and that the business was unlikely to produce returns adequate to justify continued investment. While aiming to preserve supply chain efficiencies, the Company took $59 million in impairment and restructuring charges across the fiscal year in connection with the Quiet Platforms wind-down, which freed capital for deployment against the core brands and simplified the Company’s operating structure for Fiscal 2026. The Board also supported the investment required to relocate from a California distribution center to an Arizona distribution center purpose-built with automation to support all of the ways that our customers shop our brands. Board Oversight of Responsible Technology and Cybersecurity The Board’s oversight of technology, and of AI in particular, is an extension of the fiduciary, strategic, and risk-oversight responsibilities it has long performed, not a separate discipline at AEO. In practice, this means the Board oversees AI and related technologies through the same lenses it applies to other material enterprise matters:
The following Class III Directors have terms that
| • | How AI and other technologies are adopted and used across the business; |
The following Class III Directors have terms that
| • | The integrity and stewardship of the data on which those technologies rely; |
The following Class III Directors have terms that
| • | Management’s identification of, and response to, risk events created by AI and other technologies; |
The following Class III Directors have terms that
| • | The maintenance of meaningful human oversight; |
The following Class III Directors have terms that
| • | Compliance with applicable and emerging laws and our internal policies; |
The following Class III Directors have terms that
| • | The risks introduced through third-party vendors and partners; |
The following Class III Directors have terms that
| • | The competitive and strategic implications of what we do (and do not) automate; and |
The following Class III Directors have terms that
| • | Clear lines of accountability for the outcomes AI and other technologies help to produce. |
The following Class III Directors have terms that
| 34 | | | |
The following Class III Directors have terms that
Enterprise AI Governance Framework Over the course of Fiscal 2025, the Board oversaw and helped to shape the continued evolution of AEO’s Enterprise AI Governance Framework. The framework is deliberately cross-functional, reflecting the Board’s view that AI governance cannot reside in any single function of the Company and must be supported at the highest levels of the organization. It brings together AI strategy and process orchestration, enterprise risk management, information technology and security, internal audit, and legal and compliance, with shared accountability for identifying and prioritizing use cases, pressure-testing them before deployment, monitoring them in production, and measuring whether the tools adopted are in fact delivering the value management believed they would create. The Board then receives regular reports on the framework and its operation on a quarterly basis, covering the pipeline of use cases, policy and other standard updates, risk events and near-misses, vendor and model inventory, workforce training and adoption, and the evolution of the external regulatory landscape. Technology in Service of the Brands AEO evaluates technology investments, including AI, against whether the investment advances the brands’ competitive position with the customer over the long term. Consistent with this approach, the Board’s oversight of technology, including emerging AI, remains grounded in disciplined investment, ensuring such capabilities are deployed in direct service of brand strategy, customer experience, and long-term value creation. The Board pursues ongoing education developments in AI, cybersecurity, and adjacent disciplines through internal deep-dives with management, engagement with outside experts, and participation in external director education programs. Because AEO’s commitment to technology is an extension of its commitment to the long-term position of each of its brands, the Board and management apply particular scrutiny to the deployment of customer-facing AI. AEO’s use of customer-facing AI is brand-specific, meaning that we only employ customer-facing AI for our brands where we believe such brand’s customers actually want it and where it will genuinely improve their experience, including personalization, styling guidance, search, service, and related areas. Cybersecurity For 2025, AEO’s enterprise security scorecard earned an “A” rating. Please refer to Item 1C. Cybersecurity in Part I of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 for additional information regarding cybersecurity matters. Security and Technology Leadership During Fiscal 2025, AEO welcomed a new retail-experienced Chief Technology Officer and a new Vice President of Data Technology & Analytics, complementing our highly skilled Chief Information Security Officer and Chief Innovation and Customer Product Officer.
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 35 |
The following Class III Directors have terms that
Board Oversight of AEO’s Building A Better World Strategy AEO’s commitment to corporate responsibility, governance, and sustainability is longstanding. The “Building a Better World” strategy is organized across three pillars: Planet, People, and Practices. The Board assesses Building a Better World against business outcomes, our stated commitments, and the interests of the long-term stockholders. Primary oversight of the Building a Better World strategy resides with the Nominating Committee, which receives periodic reports from management on progress, priorities, and emerging issues. Oversight of specific elements of the strategy is carried out through the Board committees to which those matters are allocated under each committee’s charter. AEO’s work under the Planet pillar continues to focus on the areas where the Company has meaningful operational influence and where investment can produce measurable results, including responsible material sourcing, water stewardship in denim and fabric production, packaging, the efficient operation of our stores, distribution centers, and corporate offices, and the impact of our technology footprint. Public commitments are paced against what the Company can credibly deliver and are updated as operating conditions and the external regulatory landscape evolve. The Board also oversees management’s work to monitor and prepare for emerging climate- and sustainability-related disclosure requirements in jurisdictions in which we operate, including in California, and to ensure that AEO’s public statements regarding this work are accurate and substantiated. The People and Practices pillars are reflected in how the Company treats associates, in the integrity of its compliance and governance systems, and in how AEO engages with the vendors, partners, and communities on whom the business depends. The Board receives regular reports on associate engagement, ethics and compliance, conduct across our sourcing base, and culture-related indicators. Additional information regarding our human capital practices and the Board’s oversight of them is provided under “Board Oversight of Human Capital Management” below. Multiple Building a Better World elements were impacted by the events of Fiscal 2025. Trade policy volatility required changes to the Company’s sourcing footprint while preserving the product quality and ensuring that relationships with vendors committed to AEO’s ethics and sustainability standards remained. A polarized external environment required management and the Board to evaluate how our brands speak, what they stand for, and how they navigate moments of cultural, political, and regulatory attention. An uneven economic environment also placed pressure on associates.
The following Class III Directors have terms that
| 36 | | | |
The following Class III Directors have terms that
Notwithstanding external events, AEO continued to execute initiatives aligned with each of the core pillars:
The following Class III Directors have terms that
| FOCUS AREA | | | Sustainability | AEO was named a Climate Leader by the USA Today for the third time, a reflection of our commitment to a more responsible and sustainable future. During Fiscal 2025, we moved the needle by: • Reducing water use per pair of jeans by 48%; • Using the equivalent of 708 million plastic bottles in our recycled polyester; and • Sustainably sourcing 63% of our cotton, including recycled, organic, and through the Better Cotton Initiative. | | Positively Impacting Our Communities | We continue to place a high priority on giving back in our communities through associate volunteerism and supporting organizations that focus on mental health and empowering youth. In Fiscal 2025, our total community giving reached $8.8 million. This encompasses monetary and merchandise contributions by AEO, the AEO Better World Foundation, the AE Foundation, Aerie Real Foundation and our customers. In addition, we contributed 11,369 volunteer hours as a Company. AE Foundation: Completed its first full year of grantmaking in Fiscal 2025 announcing $1.5 million in grants to 177 organizations across the U.S. and Canada. The AE Foundation supported the mental health and well-being of more than 203,000 individuals, helping them show up as their most authentic selves. Aerie Real Foundation: Issued $1.1 million in grants to help build confidence in women and girls and expanded partnerships with its signature grantees. For instance, in support of PERIOD Action Day, the Aerie Real Foundation hosted period supply packing parties in each of our corporate offices in North America and in 32 store districts, packing more than 250,000 period products to help the charity reach its one million supply goal. AEO Better World Foundation: Organized a first-rate Golf Classic event, which raised over $1 million, enabling the AEO Better World Foundation to issue more than $1.7 in grants to empower young people in our communities. Give Back Days: The AE Foundation and Aerie Real Foundation sponsored Give Back Days in our store districts throughout North America during our annual month of service. In all, we hosted 100 volunteer projects and issued $415,000 in funding to engage store associates and award grants to the non-profits that matter most to them. | | Global Supply Chain | With the support of AEO, Michelle Tarry, Vice President of Responsible Sourcing and Sustainability, was elected to the Steering Committee of the International Accord (“Accord”), which works with brands, factories, and workers to create a safer textile and garment industry. Ms. Tarry had been actively involved with the Accord since its establishment in 2013 and was instrumental in AEO’s participation as a founding signatory of the Bangladesh Accord on Fire and Building Safety. AEO also has signed the 2021 International Accord for Health and Safety in the Textile and Garment Industry and in 2022 became a signatory to the Pakistan Accord. Led by Sarah Clarke, Chief Supply Chain, Technology and International Officer, one of the Top 100 Women in Supply Chain by Supply Chain Digital Magazine, various members of the Supply Chain team made multiple in-person visits to key factories and mills across the globe to assess operations firsthand and engage directly with partners. In doing so, the team: • Strengthened oversight of responsible sourcing and reinforced expectations around quality, conduct, and compliance standards; • Evaluated and enhanced standard operating procedures, identifying opportunities to improve consistency, efficiency, and product integrity across the supply chain; • Recognized and advanced the significant investments in state-of-the-art facilities and technology that key partners have made since partnering with AEO; and • Identified targeted areas for continuous improvement across sourcing, production, and operational execution to support a more resilient, efficient, and responsible global supply chain. | | Culture | AEO continues to build an interconnected ecosystem, where every associate is provided with opportunities and tools to succeed, while being empowered to bring their authentic self to work. Progress during Fiscal 2025 included: • Surpassing $1.87 million in funding for AEO’s Steven A. Davis Scholarship for Social Impact, advancing post-secondary educational opportunities for 79 associates. • Strengthening our leadership pipeline through participation in The Advanced Leadership Institute’s (TALI) Executive Leadership Academy. • Expanding associate engagement through 24 events hosted by Networks & Connections and 114+ participants in the Close Knit Mentorship Program. • Deepening our community roots through vital partnerships with organizations like Harlem’s Fashion Row and the National Retail Federation. |
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 37 |
The following Class III Directors have terms that
Board Oversight of Human Capital Management; Succession Planning AEO’s associates and the culture in which they work are among the Company’s most consequential long-term assets, and the Board believes stewardship of both is a core oversight responsibility. The Board’s approach to human capital oversight operates on three levels:
The following Class III Directors have terms that
| • | The depth and readiness of the leadership available to execute the Company’s long-term strategy; |
The following Class III Directors have terms that
| • | The engagement, integrity, and wellbeing of the broader workforce; and |
The following Class III Directors have terms that
| • | The culture that underpins the organization and its brands. |
The following Class III Directors have terms that
In each area, the Board’s role is to satisfy itself that management is both realistic about where the Company stands today and appropriately ambitious about where it needs to be. AEO’s Better Together culture – the Company’s articulation of how associates work with one another, with partners, and with customers – is overseen by the Board through regular and targeted review with management of the ways through which the health of that culture can be assessed. These include all-associate and store-level engagement survey results; themes and trends emerging from the Company’s ethics and compliance hotline; exit interview analyses; and periodic focused reviews on topics of particular interest in a given year. Where survey results, hotline trends, or other indicators raise questions, the Board expects management to name them directly and act on them. Fiscal 2025 asked the Company to make difficult decisions regarding its operating footprint, including the elimination of numerous roles throughout the year. The Board oversaw management’s execution of those and other restructuring decisions with particular attention to how transitions were communicated, the severance and transition support made available to affected associates, and the continuing engagement of the associates who remained. CEO and senior executive succession planning is a standing element of the Board’s work and was an area of particular focus during Fiscal 2025. The Nominating Committee devoted meaningful time across dedicated Board sessions and in executive session without management present to the substantive review of succession readiness across the CEO role and other critical positions. That work was informed both by internal assessment and by engagement with independent external advisors. It considered not only present-day readiness but also the specific credentials, capabilities, and leadership attributes most likely to be required in the next phase of each brand’s evolution. The Board’s succession work also encompassed emergency and interim scenarios, together with the development plans, performance, and trajectory of high-potential leaders below the C-suite, many of whom are given direct exposure to the Board over time. Related Party Transactions Our Board has formally adopted a Related Party Transaction Policy (the “Policy”) to allow us to identify, document, and properly disclose related party transactions. The Policy applies to our directors and executive officers, as well as all associates who have authority to enter into commitments on behalf of the Company. Under the Policy, a related party transaction is any transaction to which we or any of our subsidiaries is a participant and in which a related party has a direct or indirect material interest. Examples of transactions include the purchase or sale of goods, the provision of services, the rental of property, or the licensing of intellectual property rights. Additionally, the following constitute related party transactions: (1) transactions where a related party or a member of such related party’s immediate family is a supplier of goods or services, owns or is employed by a business that supplies us; (2) the employment of a member of such related party’s immediate family by us; or (3) an applicable related party’s service on the board of directors of a business that supplies goods or services to us. Certain related party transactions must be approved in advance by the Audit Committee if they involve a significant stockholder, director, or executive officer. All other related party transactions must be disclosed in writing to, and approved in advance by, our Chief Legal Officer and our Chief Financial Officer. Each quarter, each individual covered by the Policy is required to certify that any related party transaction has been fully and accurately disclosed in our filings with the SEC. In the ordinary course of business, we have entered into agreements with affiliates of Jay L. Schottenstein, our Executive Chairman of the Board and Chief Executive Officer. We believe that each of these agreements is on terms at least as favorable to us as could be obtained in an arm’s-length transaction with an unaffiliated third party. The material terms of these transactions are described below. In each case, the transaction was approved or ratified by the Audit Committee in accordance with our Policy. Leases During Fiscal 2016, we entered into a store lease for an AE flagship store in Las Vegas with SG Island Plaza LLC (“SG Island Plaza”), an entity in which an affiliate of Mr. Schottenstein has a 25% interest. In April 2022, the Company entered into an agreement with the landlord to vacate the store and cancel the lease. As part of this agreement, during Fiscal 2025, the Company
The following Class III Directors have terms that
| 38 | | | |
The following Class III Directors have terms that
paid the landlord an ongoing rent guarantee of $1.0 million for the difference between the rent that would have been payable to the landlord had the lease not been surrendered and the amount collected by the landlord from the succeeding tenant. The Company may incur additional rent guarantee expense in the future which is payable to the landlord through the end of the initial lease term (September 2027). In April 2018, we entered into a store lease for an Aerie store in Las Vegas with SG Island Plaza. Pursuant to that lease, we paid rent and other expenses of approximately $2 million during Fiscal 2025. In addition to these charges, we also may incur an annual payment equal to a percentage of the applicable store’s gross sales in excess of specified thresholds. The Company did not incur any such percentage rent payments related to this lease in Fiscal 2025. The lease expires in January 2029. During Fiscal 2020, we entered into leases for two open-air lifestyle stores with wholly owned subsidiaries of Schottenstein Realty LLC, an affiliate of Mr. Schottenstein. Pursuant to the leases, we incur rent equal to 5% of the applicable store’s gross sales plus other expenses. We paid rent and other expenses of approximately $0.5 million during Fiscal 2025. The lease terms expired in January 2026 and each had a renewal option. The Company entered into a lease extension through 2036 for one of the leases and elected not to renew the other lease. In May 2023, we entered into a store lease for a relocation of an AE store with a wholly owned subsidiary of Schottenstein Realty LLC, an affiliate of Mr. Schottenstein. Pursuant to the lease, we paid rent and other expenses of approximately $125,000 during Fiscal 2025. In addition to these charges, we also may incur an annual payment equal to a percentage of the applicable store’s gross sales in excess of specified thresholds. The Company did not incur any such percentage rent payments related to this lease in Fiscal 2025. The lease expires in May 2033. Other Agreements The Company has an agreement with Retail Entertainment Design, LLC (“R.E.D.”) for in-store music program services. A majority of R.E.D. is owned by Jubilee-RED LLC, which is indirectly owned by trusts for which Mr. Schottenstein serves as trustee. Mr. Schottenstein does not receive any remuneration for serving as trustee of the trusts. Payments by the Company to R.E.D. during Fiscal 2025 under the agreement totaled approximately $0.6 million. Director Compensation AEO strives to maintain a director compensation program that aligns our non-employee directors’ interests with the interests of our stockholders and to provide market-competitive compensation commensurate with the work required to serve on our Board. The Compensation Committee is charged with reviewing and making recommendations to the Board regarding director compensation. In making its recommendations, the Compensation Committee considers the overall size of the Board, the significant time committed by each of our directors to the performance of their duties, as well as peer data and input from the Compensation Committee’s independent compensation consultant, FW Cook. The Company’s director compensation program primarily consists of cash fees and a quarterly grant of fully-vested shares. In addition, directors may participate in the AEO Foundation Matching Gifts Program for eligible charitable organizations. The maximum matching gift amount available on behalf of each director is $5,000 per calendar year. We also pay attorneys’ fees related to the preparation and filing of director stock ownership forms with the SEC. We reimburse reasonable travel expenses to attend Board and Committee meetings and director continuing education expenses. Mr. Schottenstein, as CEO of the Company, does not receive additional compensation for his service as a director. The Compensation Committee periodically engages FW Cook to conduct comprehensive reviews and competitive assessments of the Company’s non-employee director compensation program to ensure that it remains competitive and that the structure is aligned with corporate governance best practices. The Compensation Committee strives to maintain total compensation alignment with total director compensation at peer companies while recognizing the time intensity of service on our Board because of the smaller than typical number of directors. There were no changes to the director compensation program during Fiscal 2025.
The following Class III Directors have terms that
| 2026 Proxy Statement | | | 39 |
The following Class III Directors have terms that
The table below sets forth the compensation for non-employee directors during Fiscal 2025.
The following Class III Directors have terms that
| Fiscal 2025 Director Compensation(1) | | | | | | | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Sujatha Chandrasekaran | $172,500 | $200,000 | $2,000 | $374,500 | | Deborah A. Henretta | $170,000 | $200,000 | $— | $370,000 | | Cary D. McMillan | $202,500 | $200,000 | $— | $402,500 | | Janice E. Page | $195,000 | $200,000 | $— | $395,000 | | Stephanie L. Pugliese (5) | $12,500 | $— | $— | $12,500 | | David M. Sable | $172,500 | $200,000 | $5,000 | $377,500 | | Noel J. Spiegel | $282,500 | $200,000 | $5,000 | $487,500 |
The following Class III Directors have terms that
| (1) Fiscal 2025 refers to the 52-week period ended January 31, 2026. |
The following Class III Directors have terms that
| (2) Amounts represent fees paid during Fiscal 2025. The table below sets forth the annual director cash fees, which are payable in quarterly installments on the first business day of each calendar quarter. |
The following Class III Directors have terms that
| Annual Retainer | $65,000 | | Additional Annual Retainer for Committee Service (per Committee) | $20,000 | | Additional Annual Retainer for Committee Chairs | | | Audit Committee | $40,000 | | Compensation Committee | $30,000 | | Nominating and Corporate Governance Committee | $25,000 | | Additional Annual Retainer for Lead Independent Director | $70,000 |
The following Class III Directors have terms that
| The Board has a per meeting fee of $2,500 for any Board and/or committee meetings attended by a non-employee director in excess of the planned number of meetings for the fiscal year. The additional meeting fees are payable quarterly following the end of the previous quarter. In Fiscal 2025, the Board and its committees held 45 meetings. |
The following Class III Directors have terms that
| (3) Amounts include stock awards granted in Fiscal 2025 valued on the date of grant. Non-employee directors receive an automatic, fully vested stock grant of a number of shares equal in value to $50,000 based on the closing sale price per share of our stock on the first day of each calendar quarter under our 2023 Plan. Directors may defer receipt of up to 100% of the shares payable under the quarterly stock grant in the form of share units. Mr. Spiegel and Mss. Chandrasekaran, Henretta and Pugliese elected to defer their quarterly share retainers during calendar year 2025. For calendar year 2026, Mss. Chandrasekaran and Henretta elected to defer their quarterly share retainer. |
The following Class III Directors have terms that
| Set forth below is the aggregate number of previously awarded deferred stock units, including accrued dividends thereon, outstanding and held by each director as of January 31, 2026: |
The following Class III Directors have terms that
| Ms. Chandrasekaran – 26,929 | Ms. Henretta – 84,707 | Mr. McMillan – 181,562 | | Ms. Page – 3,661 | Mr. Sable – 47,105 | Mr. Spiegel – 174,258 |
The following Class III Directors have terms that
See “Ownership of Our Shares” for information about stock ownership guidelines applicable to our Board.
The following Class III Directors have terms that
| (4) All Other Compensation represents matching contributions made by the AEO Foundation under the Company’s Matching Gifts Program. |
The following Class III Directors have terms that
| (5) Ms. Pugliese resigned from the Board effective April 1, 2025. |
The following Class III Directors have terms that
Compensation of Executive Chairman of the Board Jay L. Schottenstein, our Chief Executive Officer, also serves as our Executive Chairman of the Board and does not receive additional compensation for this role. Mr. Schottenstein’s Fiscal 2026 compensation is set forth under the section titled “Compensation Tables and Related Information.”
The following Class III Directors have terms that
| 40 | | | |
The following Class III Directors have terms that
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed EY as our independent registered public accounting firm for the fiscal year ending January 31, 2026. Although stockholder ratification is not required by our Bylaws or otherwise, the Board believes it is advisable to provide stockholders with an opportunity to ratify this selection and is submitting the selection of EY to our stockholders for ratification as a matter of good corporate governance practice. In the event the stockholders do not ratify the appointment of EY, the Audit Committee will reconsider its appointment; however, the Audit Committee will have no obligation to select a new independent registered public accounting firm. In addition, even if the stockholders ratify the appointment of EY, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time during the year if the Audit Committee determines that a change is in the best interest of the Company. Representatives of EY are expected to be present at the 2026 Annual Meeting to respond to appropriate questions and to make a statement if such representatives so desire.
OUR EXECUTIVE COMPENSATION PROGRAM
OUR EXECUTIVE COMPENSATION PROGRAM Fiscal 2025 Goal-Setting Process Goal-Setting: We are committed to setting incentive goals that are designed to deliver strong financial performance and returns to our stockholders while also enabling the successful execution of our strategy. Typically, the Compensation Committee sets the Annual Incentive Plan (“AIP”) goal in the first quarter of the fiscal year. The first quarter of Fiscal 2025 presented the Company with unprecedented challenges related to tariffs and changes in demand trends. The tariff announcement in early April 2025 required our teams to redirect their focus on developing and deploying a comprehensive tariff mitigation plan. Very early in the second half of the fiscal year, our Compensation Committee set the performance goal for the AIP, measured on Earnings before Interest and Taxes (“EBIT”). The goals were informed by our financial results in Fiscal 2024, impressions about the macro environment with a specific focus on tariffs, and internal expectations for performance and profitability. EBIT is a non-GAAP or adjusted measure, and when used in this CD&A represents net income, as reported in our consolidated financial statements, before interest expense and income taxes and excludes any asset impairment and restructuring charges, as determined by the Compensation Committee. See Appendix A of this Proxy Statement for additional detail on and reconciliations of adjusted results and other important information regarding the use of non-GAAP or adjusted measures. Role of Our Compensation Committee: The Board has delegated authority to the Compensation Committee to develop and approve the overall compensation program for our NEOs, including the authority to establish and award annual base salaries, annual incentive bonuses, and long-term incentive awards pursuant to our stockholder-approved incentive plan. Furthermore, the Compensation Committee reviews and approves changes to our compensation peer group, as appropriate. In making its decisions, the Compensation Committee takes
OUR EXECUTIVE COMPENSATION PROGRAM
Compensation Benchmarking In determining NEO compensation, the Compensation Committee reviews and considers the compensation practices of comparable companies. The Compensation Committee evaluates three key factors in choosing the companies that compose our peer group:
OUR EXECUTIVE COMPENSATION PROGRAM
Selection criteria also include a review of those companies listed as our peers by proxy advisory firms. We evaluate our peer group on an annual basis and propose changes when appropriate. For Fiscal 2025, our peer group consisted of 17 companies
OUR EXECUTIVE COMPENSATION PROGRAM
(the “2025 Peer Group”). The 2025 Peer Group is consistent with the peer group used in Fiscal 2024, except with respect to the following changes: (1) Express, Inc. was removed due to bankruptcy and (2) Columbia Sportswear (COLM) and VF Corporation (VFC) were added. Peer Group data is supplemented as needed with additional data from various retail and general industry market surveys, as adjusted to reflect our revenue scope. For Fiscal 2026, the peer group has been updated to remove Guess?, Inc (GES) and Hanesbrands Inc. (HBI) due to no longer being public companies and to add Aritzia, Inc. (ATZAF), which will result in a peer group of 16 companies. How We Pay Our Executives and Why: Elements of Annual Compensation Our executive annual compensation program includes fixed components (base salary, benefits, and limited executive perquisites) and variable components (annual incentive bonus and long-term incentive awards), with the most weight generally placed on the variable, or “at risk,” components. For Fiscal 2025, a significant majority of our NEOs’ target annual direct compensation, which includes base salary, target annual incentive bonus, and a long-term incentive award, was weighted toward at-risk or variable compensation, as shown by the charts below.
OUR EXECUTIVE COMPENSATION PROGRAM
| • | balanced to provide a mix of cash and long-term incentive awards; and |
OUR EXECUTIVE COMPENSATION PROGRAM
| • | focused on both annual and long-term performance to ensure that NEOs are held accountable and rewarded for achievement of annual and longer-term financial and strategic objectives that lead to sustained stockholder value measured on both absolute and relative bases. |
OUR EXECUTIVE COMPENSATION PROGRAM
| Element of Compensation | Form and Objective | Fiscal 2025 Information | Alignment to Strategic Plan | | Base Salary | • Delivered in cash. • Provides a baseline compensation level that delivers a predictable level income to each NEO and reflects his or her job responsibilities, experience, skill set, and contribution to the Company. | • For the second year in a row, there were no base salary increases in Fiscal 2025 for any NEOs, except for Ms. Henke, who received a base salary increase in connection with the CLO Promotion. | • Base salaries enable us to attract and retain qualified, high-caliber executive officers to lead and implement our strategy. | | Annual Incentive Bonus | • Delivered in cash. • Provides bonus opportunities for NEOs if pre-established performance goals are attained, focusing our NEOs on key annual objectives. | • For Fiscal 2025, the incentive bonus was based 100% upon the Company achieving annual EBIT goals, at predetermined threshold and target performance levels. • Actual performance resulted in a payout at 35% of target. | • Annually, the Compensation Committee establishes performance metrics and goals that align with our strategic plan. • The Fiscal 2025 annual incentive bonus structure funded 100% based on quantitative financial goals. | | Annual Long-Term Incentive Awards | • Delivered in PSUs, RSUs, and stock options. • Aligns our NEOs’ financial interests closely with those of our stockholders. • Links compensation to the achievement of multi-year financial or RTSR goals. | • PSUs represented 50% of the annual target equity grant values for Fiscal 2025. These PSUs vest between threshold and stretch level only to the extent that the pre-established, three-year performance goals are met. If performance falls below the threshold, the award is forfeited in full. For Fiscal 2025, the PSUs are measured on RTSR performance. The three-year performance period for the 2023 PSU awards that was completed at the end of Fiscal 2025 vested at 129% of target. • Stock options represented 30% of the annual target equity grant value for Fiscal 2025 (except Ms. Henke’s equity grants as described below). These stock options vest ratably over three years from the grant date based on continued service and provide compensation only to the extent that our share price appreciates. • Time-based RSUs represented 20% of the annual target equity grant value for Fiscal 2025 (except Ms. Henke’s equity grants as described below). These RSUs vest ratably over three years from the grant date based on continued service. | • Aligns NEO compensation with our longer-term performance objectives and changes in stockholder value over time. |
OUR EXECUTIVE COMPENSATION PROGRAM
Fiscal 2025 Annual Incentive Bonus Our NEOs are eligible for annual incentive bonuses, the achievement of which is based upon the Company meeting pre-established performance goals. Consistent with Fiscal 2024, 100% of the Fiscal 2025 annual incentive bonuses awarded to our NEOs pursuant to the AIP were based upon the achievement of annual EBIT goals.
EBIT Goal
EBIT Goal Bonus Opportunity EBIT was chosen as the sole performance measure as it reflects both sales performance and expense management initiatives, is controllable by the NEOs, and directly links the Company’s long-term growth with stockholder value. EBIT represents net income, as reported in our consolidated financial statements, before interest expense and income taxes and excludes any asset impairment and restructuring charges, as determined by the Compensation Committee. The Compensation Committee established EBIT performance goals, with threshold and target goals linked to payouts of 25% and 100% of target bonus amounts, respectively. Given the challenges of the first quarter and external pressures that persisted, the Compensation Committee chose not to establish a stretch goal for the Fiscal 2025 AIP. While historically, a stretch goal has been established that aligns with a payout of 200% of target, the Compensation Committee determined to cap payout opportunity at target for Fiscal 2025. The goals were designed to be challenging in context of the need to generate both sales and margin improvement from trends at the time the goals were set.
Setting Target Bonus Opportunities
Setting Target Bonus Opportunities Early in the fiscal year, the Compensation Committee establishes each NEO’s annual incentive bonus opportunity as a percentage of the NEO’s base salary. Each NEO’s target annual incentive bonus opportunity reflects his or her role and responsibilities as well as market competitiveness. For Fiscal 2025 and for the second year in a row, there were no increases to the target bonus percentages for the NEOs, with the exception of Ms. Henke, who received an increase to the target bonus percentage in June 2025 in connection with the CLO Promotion. Target bonus award opportunities typically constitute approximately 24% of each NEO’s target compensation for the year. During Fiscal 2025, the target bonus award opportunities for the NEOs were set as follows:
Setting Target Bonus Opportunities
| Executive Officer | Fiscal 2025 Target No increase from Fiscal 2024(1) (as a Percentage of Base Salary) | | Jay Schottenstein, CEO | 175% | | Michael Mathias, CFO | 100% | | Jennifer Foyle, President | 150% | | Marisa Baldwin, CHRO | 80% | | Beth Henke, CLO | 65% |
Setting Target Bonus Opportunities
| (1) Ms. Henke’s target bonus award opportunity was increased effective June 29, 2025 in connection with the CLO Promotion. Ms. Henke’s actual Fiscal 2025 target bonus award opportunity was pro-rated. |
Fiscal 2025 EBIT Performance
Fiscal 2025 EBIT Performance EBIT performance of $358 million for Fiscal 2025 was achieved below our target level of $410 million; accordingly, a 35% bonus payout was earned and paid under the Fiscal 2025 AIP. The EBIT threshold and target goals are set forth below.
Fiscal 2025 EBIT Performance
| Executive Officer | Fiscal 2025 Target Annual Incentive Awards | Fiscal 2025 Actual (1) Annual Incentive Award Payouts | | Jay Schottenstein, CEO | $3,062,500 | $1,071,875 | | Michael Mathias, CFO | $900,000 | $315,000 | | Jennifer Foyle, President | $2,250,000 | $787,500 | | Marisa Baldwin, CHRO | $500,000 | $175,000 | | Beth Henke, CLO(2) | $322,988 | $113,046 |
Fiscal 2025 EBIT Performance
| (1) Amounts represent 35% payouts based on the NEO’s respective wages paid during the 52-week fiscal year. |
Overview and Mix of Awards
Overview and Mix of Awards We utilize a combination of time- and performance-based long-term incentive awards, which are granted on an annual basis, to focus management on long-term corporate performance and sustainable earnings growth. The Fiscal 2025 equity blend of our long-term incentive awards for all of the NEOs (except with respect to Ms. Henke(1) as noted below) was:
Overview and Mix of Awards
| • | PSUs represented 50% (at target) of total long-term equity awards; |
Overview and Mix of Awards
| • | Stock options represented 30% of total long-term equity awards; and |
Overview and Mix of Awards
| • | RSUs represented 20% of total long-term equity awards. |
Overview and Mix of Awards
| (1) As a result of the timing of the CLO Promotion, Ms. Henke’s Fiscal 2025 equity mix differed slightly from that of the other NEOs, with her long-term equity award consisting of 50% PSUs, 35% RSUs, and 15% options. |
Fiscal 2025 Long-Term Incentive Award Grants
Fiscal 2025 Long-Term Incentive Award Grants The Compensation Committee established the following Fiscal 2025 target regular cycle long-term incentive opportunities for each NEO based on his or her overall responsibilities, contributions to the business and market position. With respect to Mr. Schottenstein, the Compensation Committee determined his long-term incentive award grant value within the context of his expertise, sizeable contributions to the success of the business, and overall compensation position relative to peers. Except with respect to Ms. Henke, there were no changes to the NEOs’ long-term incentive opportunities in Fiscal 2025. Ms. Henke’s Fiscal
Fiscal 2025 Long-Term Incentive Award Grants
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Fiscal 2025 Long-Term Incentive Award Grants
2025 long-term incentive award consisted of grants made in April 2025 and July 2025; the April 2025 grants were made during the Company’s normal cadence for annual equity awards, and the July 2025 grants were made following the CLO Promotion in recognition of Ms. Henke’s expanded responsibilities and market position. The following table summarizes Fiscal 2025 long-term incentive award grants; actual amounts earned for the PSUs, if any, will depend on the Company’s RTSR performance results spanning Fiscal 2025 through Fiscal 2027.
Fiscal 2025 Long-Term Incentive Award Grants
| Executive Officer | Fiscal 2025 Target Long-Term Incentive: PSU Awards | Fiscal 2025 Long-Term Incentive: RSU Awards | Fiscal 2025 Long-Term Incentive: Stock Option Awards | Fiscal 2025 Target Total Long-Term Incentive Award | | Jay Schottenstein, CEO | $4,750,000 | $1,900,000 | $2,850,000 | $9,500,000 | | Michael Mathias, CFO | $935,000 | $374,000 | $561,000 | $1,870,000 | | Jennifer Foyle, President | $2,445,000 | $978,000 | $1,467,000 | $4,890,000 | | Marisa Baldwin, CHRO | $492,500 | $197,000 | $295,500 | $985,000 | | Beth Henke, CLO | $300,000 | $210,000 | $90,000 | $600,000 |
Fiscal 2025 Long-Term Incentive Award Grants
PSUs The grant of PSUs supports the Compensation Committee’s desire to create a stronger and more visible link between NEO pay and Company performance and further aligns the NEO’s’ interests with those of our stockholders. PSUs represent 50% of the value of the NEOs’ annual long-term incentive award. We determine the number of target PSUs based on the overall dollar grant value of the award divided by the estimated fair value of our common stock utilizing a Monte Carlo simulation on the date of the grant. Dividend equivalents on the PSUs are reinvested in additional units and paid out only to the extent that the associated PSUs vest. Annual PSU grants cliff vest, if at all, at the end of a three-year performance period upon achievement of pre-established goals. Consistent with Fiscal 2024, the Compensation Committee selected RTSR, measured against the Company’s Peer Group over a three-year performance period as the performance metric for PSUs. The selection of a relative performance metric ensures that the recipients will be measured against industry performance and encourages a balanced compensation program as the annual incentive bonus and long-term incentive awards are based on multiple metrics, without any overlap. Vesting of the PSUs ranges from 0% of the target amount for below threshold performance, 50% of the target amount at threshold performance, 100% of the target amount at target performance, and 150% of the target amount if we achieve stretch goals. Threshold and stretch performance is attained at the 25th percentile and 75th percentile, respectively, of the Peer Group. Previously target was set at the 50th percentile of the Peer Group; effective for the 2025 PSUs, the Compensation Committee determined to increase target achievement to be based on the 55th percentile of the Peer Group. If threshold performance is met or exceeded, performance and award payouts will be determined through interpolation. If the Company’s absolute TSR is negative over the three-year period, vesting is capped at target (100%), regardless of performance relative to the Peer Group. Stock Options The grant of stock options supports the Compensation Committee’s philosophy that stock price appreciation should be a significant determinant of the economic return received by our NEOs from equity compensation. Stock options represent 30% of the value of each NEO’s annual long-term incentive award, except with respect to Ms. Henke, as noted above. We determine the number of stock options for each grant based on the overall dollar grant value of the award divided by the estimated fair value of our common stock, utilizing the Black-Scholes option pricing model on the grant date. The maximum term of stock option awards is seven years. Annual stock option grants have an exercise price per share equal to the fair market value of a share of stock on the grant date and vest ratably over three years from the grant date, subject to continued employment, and provide compensation to NEOs only to the extent that our share price appreciates from grant date to exercise date. RSUs RSUs are subject to time-based vesting and provide a retention incentive for our NEOs and an incentive to increase stockholder value. RSUs represent 20% of the value of NEOs’ annual long-term incentive award, except with respect to Ms. Henke, as noted above. We determine the number of RSUs in each grant based on the overall dollar grant value of the award divided by the
Fiscal 2025 Long-Term Incentive Award Grants
| 2026 Proxy Statement | | | 53 |
Fiscal 2025 Long-Term Incentive Award Grants
closing price per share of our common stock on the grant date. Dividend equivalents on RSUs are reinvested in additional RSUs and paid only to the extent that the associated RSUs vest. RSUs vest with a three-year ratable vesting schedule, subject to continued employment. Fiscal 2023 PSU Payouts In Fiscal 2023, the Compensation Committee granted Messrs. Schottenstein and Mathias and Mss. Foyle, Baldwin and Henke PSUs that cliff-vested at the end of the three-year performance period ended January 31, 2026. Payout of the Fiscal 2023 PSUs was subject to the achievement of RTSR, measured against the Peer Group. The Company’s RTSR was at the 64th percentile. Accordingly, this resulted in a 129% payout of Fiscal 2023 PSUs. Based upon the performance discussed above, Messrs. Schottenstein and Mathias, and Mss. Foyle, Baldwin, and Henke received the following payouts with respect to their Fiscal 2023 PSU awards:
Fiscal 2025 Long-Term Incentive Award Grants
| NEO | Target Fiscal 2023 PSU Award (# of Shares) | Fiscal 2023 PSU Payout (# of Shares)(1) | | Jay Schottenstein, CEO | 281,547 | 395,623 | | Michael Mathias, CFO | 54,274 | 76,265 | | Jennifer Foyle, President | 142,469 | 200,194 | | Marisa Baldwin, CHRO | 25,441 | 35,750 | | Beth Henke, CLO | 10,176 | 14,300 |
Fiscal 2025 Long-Term Incentive Award Grants
| (1) Fiscal 2023 PSU Payout (# of Shares) includes accrued dividends. Pursuant to the terms of the award agreements, participants are eligible to receive dividend equivalents with respect to dividends paid prior to the settlement of the award. The earned shares reported in this table do not include additional shares acquired through the deemed reinvestment of dividend equivalents prior to settlement of the award. The earned shares, including shares acquired through the deemed reinvestment of dividends through January 31, 2026, are reported in the Fiscal 2025 Option Exercises and Stock Vested Table. PSU award recipients receive fractional shares upon settlement; however, for purposes of this table, share numbers have been rounded to the nearest whole share. |
Fiscal 2025 Long-Term Incentive Award Grants
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COMPANY COMPENSATION POLICIES AND PRACTICES
| • | a lump-sum severance payment equal to one and one-half times the NEO’s base salary, annualized for any partial year amount, and annual incentive cash bonus amount, at target; |
COMPANY COMPENSATION POLICIES AND PRACTICES
| • | a prorated amount of the NEO’s then-current annual incentive cash bonus, at target; and |
COMPANY COMPENSATION POLICIES AND PRACTICES
COMPENSATION POLICIES AND PRACTICES AND RISK MANAGEMENT Compensation Risk Assessment Annually, the Compensation Committee, together with management, conducts an analysis to determine whether any risks arising from compensation policies and practices are reasonably likely to have a material adverse effect on the Company in light of our overall business, strategy, and objectives. Management, in concert with the Compensation Committee, reviews and evaluates both cash and equity incentive plans across executive and non-executive employee populations, as well as other compensation-related policies to which our employees are subject. This assessment evaluates both (i) material enterprise risks related to our business that may be exacerbated by compensation policies and practices and (ii) the potential risks arising from attributes in our compensation practices, performance criteria, pay mix, and verification of performance results. Based on this assessment, the Compensation Committee has determined that the risks arising from the Company’s compensation plans and policies are not reasonably likely to have a material adverse effect on the Company. Accordingly, no material adjustments were made to the Company’s compensation policies and practices as a result of its risk profile. The Compensation Committee will continue to monitor the Company’s compensation policies and practices to determine whether its risk management objectives are being met. Insider Trading Policy The Company has adopted the AEO Policy on Insider Trading (the “Insider Trading Policy”) that applies to all associates, officers, directors, and individuals working on behalf of the Company (e.g., consultants and independent contractors) or any of its subsidiaries or affiliates, as well as the Company itself. The Company believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations with respect to the purchase, sale, and/or other dispositions of the Company’s securities, as well as the applicable rules and regulations of the NYSE. A copy of the Insider Trading Policy is filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026. Prohibition Against Hedging Transactions and Pledging Employees (including our executive officers) and members of the Board are prohibited from engaging in transactions in financial instruments designed to hedge or offset any decrease in the market value of our stock. Our policy prohibits transactions in such instruments as prepaid variable forward contracts, equity swaps, collars or exchange funds, as well as any other hedging instrument. Employees and members of the Board are also prohibited from holding our stock whether directly or indirectly in a margin account as collateral for a margin loan or otherwise pledging our stock as collateral. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information Although we do not have a formal policy regarding the timing of stock option grants coinciding with the release of material nonpublic information, we do not time the release of material nonpublic information for the purpose of affecting the value of any equity award. Additionally, equity grant recipients do not choose the grant date for their individual stock option grants. The grant date for equity awards to executive officers generally ties to the date of the meeting during which the Compensation Committee approves such awards.
COMPANY COMPENSATION POLICIES AND PRACTICES
| Summary Compensation Table | | | | | | | | | | Name and Principal Position | Fiscal Year(1) | Base Salary(2) | Bonus | Stock Awards(3) | Option Awards(4) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total | | Jay L. Schottenstein Chief Executive Officer | 2025 | $1,750,000 | — | $6,650,011 | $2,850,001 | $1,071,875 | $340,951 | $12,662,838 | | | 2024 | $1,750,000 | — | $6,650,019 | $2,850,005 | $3,368,750 | $361,753 | $14,980,527 | | | 2023 | $1,817,308 | — | $5,810,002 | $2,490,002 | $6,360,577 | $315,330 | $16,793,219 | | Michael A. Mathias Chief Financial Officer | 2025 | $900,000 | — | $1,308,990 | $561,000 | $315,000 | $11,827 | $3,096,817 | | | 2024 | $900,000 | — | $1,309,020 | $561,004 | $990,000 | $12,938 | $3,772,961 | | | 2023 | $907,692 | — | $1,120,004 | $479,997 | $1,815,384 | $13,962 | $4,337,039 | | Jennifer M. Foyle President, Executive Creative Officer AE and Aerie | 2025 | $1,500,000 | — | $3,422,995 | $1,467,002 | $787,500 | $71,810 | $7,249,307 | | | 2024 | $1,500,000 | — | $3,422,980 | $1,467,002 | $2,475,000 | $77,985 | $8,942,967 | | | 2023 | $1,530,769 | — | $2,939,989 | $1,259,999 | $4,592,308 | $51,087 | $10,374,152 | | Marisa A. Baldwin Chief Human Resources Officer | 2025 | $625,000 | — | $689,499 | $295,499 | $175,000 | $73,072 | $1,858,070 | | | 2024 | $625,000 | — | $689,518 | $295,499 | $550,000 | $77,985 | $2,238,002 | | | 2023 | $634,231 | — | $525,006 | $225,001 | $1,014,769 | $49,750 | $2,448,756 | | Beth M. Henke Chief Legal Officer | 2025 | $496,904 | — | $509,992 | $89,999 | $113,046 | $12,530 | $1,222,471 |
COMPANY COMPENSATION POLICIES AND PRACTICES
| Grants of Plan-Based Awards – Fiscal 2025 | | | | | | | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jay L. Schottenstein(1) | — | $765,625 | $3,062,500 | — | — | — | — | — | — | — | — | | (2) | 4/2/2025 | — | — | — | 164,702 | 329,404 | 494,106 | — | — | — | $4,750,006 | | (3) | 4/2/2025 | — | — | — | — | — | — | 150,198 | — | — | $1,900,005 | | (4) | 4/2/2025 | — | — | — | — | — | — | — | 673,759 | $12.65 | $2,850,001 | | Michael A. Mathias(1) | — | $225,000 | $900,000 | — | — | — | — | — | — | — | — | | (2) | 4/2/2025 | — | — | — | 32,420 | 64,840 | 97,260 | — | — | — | $934,993 | | (3) | 4/2/2025 | — | — | — | — | — | — | 29,565 | — | — | $373,997 | | (4) | 4/2/2025 | — | — | — | — | — | — | — | 132,624 | $12.65 | $561,000 | | Jennifer M. Foyle(1) | — | $562,500 | $2,250,000 | — | — | — | — | — | — | — | — | | (2) | 4/2/2025 | — | — | — | 84,778 | 169,556 | 254,334 | — | — | — | $2,444,998 | | (3) | 4/2/2025 | — | — | — | — | — | — | 77,312 | — | — | $977,997 | | (4) | 4/2/2025 | — | — | — | — | — | — | — | 346,809 | $12.65 | $1,467,002 | | Marisa A. Baldwin(1) | — | $125,000 | $500,000 | — | — | — | — | — | — | — | — | | (2) | 4/2/2025 | — | — | — | 17,077 | 34,154 | 51,231 | — | — | — | $492,501 | | (3) | 4/2/2025 | — | — | — | — | — | — | 15,573 | — | — | $196,998 | | (4) | 4/2/2025 | — | — | — | — | — | — | — | 69,858 | $12.65 | $295,499 | | Beth M. Henke(1) | — | $80,747 | $322,988 | — | — | — | — | — | — | — | — | | (2) | 4/2/2025 | — | — | — | 5,201 | 10,402 | 15,603 | — | — | — | $149,997 | | (3) | 4/2/2025 | — | — | — | — | — | — | 11,858 | — | — | $150,004 | | (6) | 7/7/2025 | — | — | — | 6,637 | 13,274 | 19,911 | — | — | — | $149,996 | | (6) | 7/7/2025 | — | — | — | — | — | — | 6,054 | — | — | $59,995 | | (6) | 7/7/2025 | — | — | — | — | — | — | — | 27,190 | $9.91 | $89,999 |
COMPANY COMPENSATION POLICIES AND PRACTICES
| Outstanding Equity Awards at Fiscal 2025 Year – End | | | | | | | | | | | | Option Awards | | | | | Stock Awards (1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexer- cisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Jay L. Schottenstein(2) | 266,719 | — | — | $21.41 | 3/26/26 | — | — | — | — | | (3) | 347,142 | — | — | $8.62 | 3/26/27 | — | — | — | — | | (4) | 258,000 | — | — | $12.33 | 6/4/27 | — | — | — | — | | (5) | 173,023 | — | — | $32.58 | 4/9/28 | — | — | — | — | | (7) | 396,848 | — | — | $17.24 | 3/30/29 | — | — | — | — | | (8) | — | — | — | — | — | 306,684 | $7,148,808 | — | — | | (9) | — | — | — | — | — | 45,767 | $1,066,821 | — | — | | (10) | 312,618 | 156,309 | — | $13.17 | 3/30/30 | — | — | — | — | | (11) | — | — | — | — | — | — | — | 173,722 | $4,049,452 | | (12) | — | — | — | — | — | 55,109 | $1,284,594 | — | — | | (13) | 89,538 | 179,077 | — | $24.37 | 4/4/31 | — | — | — | — | | (14) | — | — | — | — | — | — | — | 340,861 | $7,945,466 | | (15) | — | — | — | — | — | 155,422 | $3,622,886 | — | — | | (16) | — | 673,759 | — | $12.65 | 4/2/32 | — | — | — | — | | Michael A. Mathias(5) | 31,731 | — | — | $32.58 | 4/9/28 | — | — | — | — | | (8) | — | — | — | — | — | 59,120 | $1,378,080 | — | — | | (9) | — | — | — | — | — | 8,824 | $205,678 | — | — | | (10) | — | 30,132 | — | $13.17 | 3/30/30 | — | — | — | — | | (11) | — | — | — | — | — | — | — | 34,196 | $797,113 | | (12) | — | — | — | — | — | 10,849 | $252,899 | — | — | | (13) | 17,625 | 35,250 | — | $24.37 | 4/4/31 | — | — | — | — | | (14) | — | — | — | — | — | — | — | 67,095 | $1,563,988 | | (15) | — | — | — | — | — | 30,593 | $713,130 | — | — | | (16) | — | 132,624 | — | $12.65 | 4/2/32 | — | — | — | — | | Jennifer M. Foyle(4) | 123,435 | — | — | $12.33 | 6/4/27 | — | — | — | — | | (5) | 98,870 | — | — | $32.58 | 4/9/28 | — | — | — | — | | (7) | 203,512 | — | — | $17.24 | 3/30/29 | — | — | — | — | | (8) | — | — | — | — | — | 155,189 | $3,617,455 | — | — | | (9) | — | — | — | — | — | 23,160 | $539,865 | — | — | | (10) | 158,192 | 79,096 | — | $13.17 | 3/30/30 | — | — | — | — | | (11) | — | — | — | — | — | — | — | 89,420 | $2,084,387 | | (12) | — | — | — | — | — | 28,366 | $661,215 | — | — | | (13) | 46,088 | 92,178 | — | $24.37 | 4/4/31 | — | — | — | — | | (14) | — | — | — | — | — | — | — | 175,453 | $4,089,815 | | (15) | — | — | — | — | — | 80,001 | $1,864,822 | — | — | | (16) | — | 346,809 | — | $12.65 | 4/2/32 | — | — | — | — | | Marisa A. Baldwin(6) | 7,455 | — | — | $27.01 | 9/13/28 | — | — | — | — | | (8) | — | — | — | — | — | 27,712 | $645,977 | — | — | | (9) | — | — | — | — | — | 4,137 | $96,434 | — | — | | (10) | — | 14,125 | — | $13.17 | 3/30/30 | — | — | — | — | | (11) | — | — | — | — | — | — | — | 18,013 | $419,873 | | (12) | — | — | — | — | — | 5,715 | $133,218 | — | — | | (13) | 9,283 | 18,568 | — | $24.37 | 4/4/31 | — | — | — | — | | (14) | — | — | — | — | — | — | — | 35,342 | $823,819 | | (15) | — | — | — | — | — | 16,115 | $375,632 | — | — | | (16) | — | 69,858 | — | $12.65 | 4/2/32 | — | — | — | — |
COMPANY COMPENSATION POLICIES AND PRACTICES
| Outstanding Equity Awards at Fiscal 2024 Year – End | | | | | | | | | | | | Option Awards | | | | | Stock Awards (1) | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexer- cisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Beth M. Henke(8) | — | — | — | — | — | 11,085 | $258,381 | — | — | | (9) | — | — | — | — | — | 4,137 | $96,434 | — | — | | (11) | — | — | — | — | — | — | — | 5,486 | $127,872 | | (12) | — | — | — | — | — | 4,352 | $101,440 | — | — | | (14) | — | — | — | — | — | — | — | 10,764 | $250,904 | | (15) | — | — | — | — | — | 12,270 | $286,024 | — | — | | (17) | — | — | — | — | — | — | — | 13,584 | $316,645 | | (18) | — | — | — | — | — | 6,195 | $144,415 | — | — | | (19) | — | 27,190 | — | $9.91 | 7/7/32 | — | — | — | — |
COMPANY COMPENSATION POLICIES AND PRACTICES
| Option Exercises and Stock Vested – Fiscal 2025 | | | | | | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jay L. Schottenstein | — | — | 266,526 | $3,640,689 | | Michael A. Mathias | 177,051 | 1,481,723 | 51,392 | $701,695 | | Jennifer M. Foyle | 213,691 | 1,715,500 | 136,442 | $1,864,115 | | Marisa A. Baldwin | 61,319 | 431,699 | 23,035 | $312,897 | | Beth M. Henke | — | — | 12,099 | $155,743 |
COMPANY COMPENSATION POLICIES AND PRACTICES
| Nonqualified Deferred Compensation |
COMPANY COMPENSATION POLICIES AND PRACTICES
| Pay Versus Performance Table | | | | | | | | | | Fiscal Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on (4) | | Net Income ($ Millions) (5) | Earnings Before Interest and Taxes ($ Millions) (6) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | | | 2025 | $12,662,838 | 34,406,713 | 3,356,666 | 8,013,823 | 118.05 | 104.49 | 186 | 358 | | 2024 | $14,980,527 | 3,597,586 | 4,984,643 | 1,942,131 | 78.77 | 115.48 | 327 | 452 | | 2023 | $16,793,219 | 24,307,437 | 5,932,748 | 8,203,623 | 98.86 | 102.95 | 169 | 386 | | 2022 | $9,776,540 | 1,499,742 | 3,080,683 | 726,957 | 72.50 | 92.91 | 124 | 280 | | 2021 | $14,875,447 | 15,274,358 | 5,334,752 | 5,623,793 | 101.09 | 102.54 | 420 | 617 |
COMPANY COMPENSATION POLICIES AND PRACTICES
| For the Pay Versus Performance disclosure included in the proxy statement for the 2025 Annual Meeting of Stockholders , we used the peer group that was used for Fiscal 2024 compensation benchmarking purposes, which consisted of the following companies: Abercrombie & Fitch Co.; Burberry Group PLC; Capri Holdings Limited; Express, Inc.; The Gap, Inc.; Guess?, Inc.; Hanesbrands Inc.; Kontoor Brands; Levi Strauss & Co.; lululemon athletica, inc.; PVH CORP.; Ralph Lauren Corporation; Tapestry, Inc.; Under Armour Inc.; Urban Outfitters, Inc; and Victoria’s Secret & Co. (collectively, the “2024 Peer Group”). |