SEC Form DEF 14A filed by American Eagle Outfitters Inc.

AEO INC. PROXY REPORT 2025

American Eagle is a youth culture brand grounded in denim. Our purpose extends beyond making the best jeans–we embrace self ex pression, culture, optimism and connection. All are welcome at AE. We empower our community to be who they want to be, so everyone can get out there and Live Your Life. Aerie offers the comfiest intimates, apparel, swim and accessories made to wear in and out. Aerie Real stands for inclusivity and real representation. We celebrate our community by advocating for power, positivity and no retouching. Always & forever REAL™

		May 15, 2025

We achieved excellent results in the first year of the three-year plan. Revenue hit $5.3 billion and adjusted operating income⁽¹⁾ increased 19% year over year, marking one of the strongest fiscal years in our history. This contributed to significant operating margin expansion, in line with our long-term vision for driving structural improvements across the business.

Within our Amplify pillar, both American Eagle and Aerie continued to resonate strongly with customers. Across brands, we expanded our customer base and delivered positive comparable sales growth. We also continued to Optimize our Operations, making strategic investments in our store fleet and digital platform. This work contributed to positive growth in both channels in Fiscal 2024. Sharp expense controls and greater efficiencies led to higher profit flow as we remain focused on executing consistently with financial discipline.

As I look back on Fiscal 2024, I am particularly proud of the following achievements:

As we look to the future, we remain excited about our long-term opportunity to grow our incredible portfolio of brands. I believe that our team’s determination, focus and creativity will continue to drive us forward.

On behalf of our Board of Directors and our entire team, thank you for your continued support and investment in American Eagle Outfitters.

Jay L. Schottenstein

Executive Chairman of the Board and Chief Executive Officer

Forward-Looking Statements and Website Information

This Proxy Statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including, without limitation, in our CEO’s letter to our stockholders and our Compensation Discussion and Analysis, which represent our expectations or beliefs concerning future events, including our forward-looking statements. Forward-looking statements include those containing such words as “anticipates,” “believes,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,” “seeks,” “sees,” “should,” “strategy,” “targets,” “will,” “would,” or other words of similar meaning. Without limiting the generality of the foregoing, forward-looking statements contained in this Proxy Statement include expectations regarding future financial performance, including future stock price performance as it relates to our compensation programs, our ability to successfully implement and execute on our strategic initiatives and our environmental, social and governance (“ESG”) initiatives and goals, and whether we are able to achieve the anticipated results of such initiatives and goals. These forward-looking statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to, factors detailed herein and under Part I, “Item 1A. Risk Factors” and in other sections of our most recent Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission (“SEC”).

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.

This document includes several website addresses. The content of any websites and materials named, hyperlinked or otherwise referenced herein are not incorporated by reference into this Proxy Statement or in any other report or document we file with the SEC. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.

Table of Contents

PROXY SUMMARY

In this Proxy Statement, American Eagle Outfitters, Inc. (together with its subsidiaries) is referred to as “AEO,” the “Company,” “we,” “us” or “our.” References throughout this Proxy Statement to “Fiscal 2023” and “Fiscal 2024” refer to our fiscal years ended February 3, 2024 and February 1, 2025, respectively, and references to “Fiscal 2025” refer to our fiscal year ending January 31, 2026.

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) to vote your shares at the Annual Meeting of Stockholders to be held on June 25, 2025, at 11:00 a.m., Eastern Daylight time (the “2025 Annual Meeting”), and at any adjournment, postponement or continuation thereof. This Proxy Statement is first being mailed or released to the stockholders on or about May 15, 2025.

This summary highlights information contained in this Proxy Statement. It does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. Please see “Information about this Proxy Statement and the Annual Meeting” beginning on page 74.

In order to attend the virtual 2025 Annual Meeting, you must register at https://web.viewproxy.com/ae/2025 by 11:59 p.m. Eastern Daylight Time on June 22, 2025. On the day of the 2025 Annual Meeting, if you have properly registered, you may enter the meeting by clicking on the link provided and the password you received via email in your meeting registration confirmation. There will not be a physical meeting location, and you will not be able to attend the meeting in person. Please see page 74 for important information.

Business Highlights Fiscal 2024: Overview

Fiscal 2024 was a positive year for AEO. Revenue increased to a record $5.3 billion and adjusted operating income⁽¹⁾ increased 19% compared to Fiscal 2023. Performance was driven by our three-year growth strategy, “Powering Profitable Growth,” which aims to focus the organization on three key priorities:

We delivered positive comparable sales growth across brands and channels and expanded our customer base. Aerie achieved record revenue, rising 4% to $1.7 billion and American Eagle revenue of $3.4 billion increased 1%.

Profit margins saw significant expansion in Fiscal 2024. This was fueled by winning merchandising initiatives, in addition to strong inventory controls and efficiency gains aligned with our Optimize and Execute pillars. GAAP operating margin was 8.0%. Excluding impairment and restructuring charges, the adjusted operating margin⁽¹⁾ of 8.3% expanded 120 basis points driven by improvement across brands.

We generated strong operating cash flow of $477 million in Fiscal 2024. This enabled management to invest $223 million in capital expenditures to fuel continued growth across our brands. Additionally, we returned $287 million in cash to stockholders. This included $96 million in dividends and $191 million in share repurchases, amounting to 9.5 million shares. In March 2025, our Board of Directors authorized an additional 50 million shares for repurchase, reflecting a high level of confidence in AEO’s long-term growth prospects. We have since announced a $200 million accelerated share repurchase program.

Key Operating Highlights:

Record Revenue:

Meaningful Operating Income and Margin Expansion in Fiscal 2024

Aerie Achieved Record Revenue and Expanded its Customer Base

American Eagle Expanded, Closing the Fiscal Year with its Sixth Consecutive Quarter of Expansion

Strong Operating Cash Flow Fueled Brand Investment and Returns to Stockholders

Board and Corporate Governance Highlights

Our Board believes that strong corporate governance is essential to achieving long-term stockholder value and we are committed to maintaining an effective governing framework. We continually evaluate our corporate governance policies and practices against emerging issues and prevailing best practices to ensure that we maintain the appropriate and necessary balance of ideas, perspectives, skills and expertise in the boardroom. We believe that this practice best serves the interests of our many stakeholders and helps to enable effective oversight of the Company’s strategy and management. Below are highlights of our corporate governance framework.

Director Snapshot

AC Audit Committee

CC Compensation Committee

NC Nominating Committee

† Committee Chair

* Lead Independent Director

We encourage our associates and directors to bring their authentic selves to their work, but we also believe that, like our associates, our Board members have the right to choose to identify whether or to what extent they belong to a particular community. The following charts are based on self-identification information voluntarily provided by the independent directors, which they have consented to disclose in this Proxy Statement:

Compensation Highlights from Fiscal 2024

Fiscal 2024 was marked by positive performance, producing record revenue and a 19% gain in adjusted operating income^(1). Our leaders drove the results that set a strong foundation in the first fiscal year of our long-term corporate strategy of “Powering Profitable Growth.” Specifically, they led efforts to drive revenue growth, improve profitability and expand both the AE and Aerie brands while streamlining strategic priorities. The strength of their business and leadership capabilities were key to the delivery of our results, and overall compensation was linked to the strength of our performance.

Additional specific executive compensation highlights for Fiscal 2024 include:

PROPOSAL ONE: ELECTION OF CLASS III DIRECTORS

General

In accordance with the Company’s Amended and Restated Certificate of Incorporation (the “Charter”), the Board is divided into three classes, with each such class elected for a three-year term and consisting, as nearly as possible, of one-third of the total number of directors. The Charter provides that the number of the directors of the Company may be fixed from time to time by resolution adopted by the affirmative vote of a majority of the entire Board, provided that the minimum number of directors shall be fixed at no less than three (3) and the maximum number of directors shall be fixed at no more than fifteen (15). In August 2024, the Board increased the size of the Board from seven to eight members and appointed Stephanie Pugliese as a Class III director; however, in April 2025, Ms. Pugliese resigned from the Board due to her appointment as a President and Chief Executive Officer of another publicly traded company. The size of the Board is currently set at seven directors.

On the recommendation of the Nominating Committee, the Board has nominated Deborah A. Henretta and Cary D. McMillan, each of whom is currently a director of the Company, to be elected as Class III directors at the 2025 Annual Meeting. If re-elected, the Class III directors will serve for three-year terms ending at the 2028 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The terms of the remaining Class I and Class II directors are scheduled to expire at the Annual Meetings of Stockholders to be held in 2026 and 2027, respectively.

Biographical information regarding each director nominee and each incumbent director is set forth below as of May 1, 2025. In addition, information about each director’s specific experience, attributes and skills that has led the Board to believe that each of the directors is highly qualified to serve as a member of the Board is set forth below.

Each of our directors contributes to the mix of skills, core competencies and qualifications of the Board. Our directors are highly educated and experienced and have extensive track records of success in what we believe are highly relevant positions with a variety of well-respected companies in a wide range of industries. The Board believes that through their varying backgrounds, our directors bring a wealth of experiences, new ideas and solutions to our Board.

Each of the director nominees has consented to be named as a nominee. If a director nominee should become unavailable to serve, the Board may decrease the number of directors pursuant to our Amended and Restated Bylaws (the “Bylaws”) or may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. The Board has no reason to believe that either director nominee will be unavailable or, if elected, unable to serve.

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 Investor website at investors.ae.com. 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. A copy of our corporate governance materials is available in print to any stockholder upon written request to 77 Hot Metal Street, Pittsburgh, PA 15203, c/o the Corporate Secretary.

The Evolving Role of the Board

AEO benefits greatly from the vast industry-relevant experience, deep institutional knowledge, and thoughtful engagement of our Board. During Fiscal 2024, the Board continued to adapt and respond to the remarkable speed, volume and proliferation of matters that have created challenges, opportunities and responsibilities for the Company. As the business environment has grown more complex with macroeconomic uncertainty, geopolitical tensions, regulatory unpredictability, political polarization, culture wars, cyber threats, and the growth of generative artificial intelligence, our Board tapped into their experience and expertise to ensure that the Company is continuing to conduct its business to enable its continued success and increase in value over the long-term notwithstanding this unprecedented complexity. Far from a one-size-fits-all approach, our Board has used its knowledge, agility and focus to ensure that best-in-class policies, practices, and processes are in place, and management is challenged to think differently when needed while acknowledging the dynamic nature of our business and the material risks facing our industry and the Company.

Our Board’s Principles of Effectiveness

As the expectations and responsibilities of the Board continued to evolve during Fiscal 2024, our directors consistently adhered to critical fundamental principles to maintain effective operation:

Our Board’s Primary Responsibilities

Board Oversight of AEO’s Strategy and Capital Deployment

The Board receives frequent updates on the Company’s performance and is actively engaged in reviewing and assessing the Company’s strategy, both long- and short-term, including major business and organizational initiatives, capital allocation priorities and potential business development opportunities. During Fiscal 2024, the Board was instrumental in the oversight of the execution of the first year of the Powering Profitable Growth strategy. The Board reviews performance against strategy on a regular basis through robust discussions at Board meetings and through regular updates from management. In addition, at least one Board meeting per year is focused on review of strategy and strategic alignment, including identification of any risks that could impact results and any changes to the current fiscal year’s strategy in light of the operating environment. At this meeting, the Board provides input on and oversight of the short-term strategic goals and direction of the Company. The Board also reviews and approves capital deployment, including dividends and share repurchase plans.

Board Oversight of Risk Management

The Board as a whole has the responsibility for risk oversight and management, with a focus on the most significant risks facing the Company, including strategic, competitive, economic, operational, financial, legal, regulatory, cybersecurity, sustainability, compliance, culture and reputational risks. In addition, the Board’s Committees oversee and review risk areas that are relevant to their respective areas of responsibility and to which they have been delegated oversight. The Committees regularly report to the full Board on these risks. The risk oversight responsibility of the Board and its Committees is supported by our management reporting processes, which are designed to provide visibility to the Board to those Company personnel responsible for risk assessment, including our management-led Enterprise Risk Management Committee, and information about management’s identification, assessment, and mitigation strategies for critical risks. The Enterprise Risk Management Committee is chaired by the Chief Financial Officer and is composed of all members of our executive leadership team, as well as other key financial-control representatives. The Board receives regular Enterprise Risk Management risk reports from the Chief Financial Officer during routine Board meetings. In addition, we have a Chief Compliance Officer who provides regular updates to the Audit Committee on compliance-related matters, and our General Counsel regularly updates all Committees on relevant litigation, regulatory and legislative matters. In overseeing risk management, the Board and management also leverage the expertise of external advisors, as needed.

Cybersecurity Oversight

The Board recognizes the importance of maintaining the trust and confidence of our various stakeholders. The Board as a whole has responsibility for the Company’s oversight and management of cybersecurity risks. At the management level, to more effectively prevent, detect and respond to information security threats, the Company has a dedicated Chief Information Security Officer whose team is responsible for leading our Company-wide cybersecurity strategies, policies, standards, architectures, operations and processes. The Audit Committee receives regular reports from the Chief Information Security Officer on pertinent cyber risk exposures, the status of projects designed to fortify our Information Security Program, metrics on the effectiveness of this program, and the emerging threats in this area. Furthermore, on at least a quarterly basis or more often as needed, the Chief Information Security Officer provides pertinent cybersecurity risk exposures and updates along with various other business units as part of the enterprise risk management report to the Audit Committee. On an annual basis, management invites third-party cyber experts to present to the Audit Committee on best practices in cybersecurity oversight. Please refer to Item 1C.Cybersecurity in Part I of our Fiscal 2024 Annual Report on Form 10-K for additional information regarding cybersecurity matters.

Technology, AI and Data Governance Oversight

AEO has fostered an innovative spirit since its founding, and the Company continuously aims to responsibly seize technology opportunities, including the various forms of AI (such as machine learning, deep learning, natural language processing, generative and agentic AI) across operations, including in planning, forecasting, supply chain, customer experience, and marketing. Our thoughtful use of technology has assisted us in making more informed decisions about pricing, inventory, marketing, supply chain operations, and other areas. Accordingly, the Board’s awareness, knowledge, and oversight of the use of such technologies has remained a priority. The Board regularly reviews with management how the Company is keeping pace with changing expectations related to technology and the customer and employee experience, and the returns AEO is seeing on AI and other technology investments, both in terms of financial gains and workplace efficiencies. The Board also reviews regularly with management how it is managing and mitigating technology-based risks, including risks relating to data privacy, misinformation, consumer trust, employee rights, bias mitigation, and legal/regulatory compliance. To maintain its oversight role, the Board regularly hears from external experts on trends in AI, including trends in retail. During Fiscal 2024, the Audit Committee included key external business advisors with targeted retail experience in these discussions with management to advise on best practices and the Company’s AI roadmap.

Building a Better World Strategy Oversight

We engage with a diverse group of stakeholders, including our third-party business partners, our associates, our customers, our communities, and our investors to ensure that we are thoughtfully considering their perspectives to determine priorities within our Building A Better World strategy. Our Board plays an active and vital role in overseeing our sustainability, governance and corporate social responsibility initiatives and ensuring that these opportunities are integrated into and are effectively aligned with the Company’s long-term strategy. Given the breadth of matters that fall within our Building a Better World strategy, the oversight of corporate citizenship and sustainability matters that may have a significant impact on us is allocated among each of the Committees as outlined below.

At the management level, all matters related to our Building a Better World strategy are ultimately coordinated by a committee of our Chief Financial Officer, Chief Human Resources Officer, Chief Supply Chain Officer, Chief Accounting Officer, and General Counsel & Chief Compliance Officer. Depending on the topic, we have subject matter experts who present proposals and ideas to this management committee; the committee then conducts a robust and holistic review of the various matters presented, including how each proposal aligns with AEO’s strategy and returns value to our stakeholders.

Succession Planning and Talent Management Oversight

Our Board plays a critical role in overseeing succession planning and talent development. The Board meets annually for a two-day succession planning and talent development session (short-term and long-term for the CEO and other executive officers) with management. The Nominating Committee is responsible for recommending to the Board any candidates for succession under the succession plan for the CEO and any changes to such candidates. In assessing possible CEO candidates, the Nominating Committee continually evaluates and identifies the skills, experience and attributes it believes are required for an effective CEO in light of the Company’s business strategies, opportunities and challenges. During Fiscal 2024, the Board specifically enhanced its CEO succession planning roadmap, including identifying an interim structure, transition team and required communications, as a result of feedback received during the Board evaluation process. More broadly, the Board also engages with the Company’s leadership team on matters of talent and culture to review risks and exposures, including around the development of the Company’s talent pipeline.

Director Selection and Nominations

The Nominating Committee regularly reviews the appropriate size of the Board, whether any vacancies are expected due to retirement or otherwise, and the need for a particular expertise on the Board. In evaluating and determining whether to recommend a candidate to the Board, the Nominating Committee reviews the appropriate skills and characteristics required of Board members in the context of the background of existing members and in light of the perceived needs for the long-term goals and future growth of our business. This includes a review of expertise and experience in key substantive areas such as retail operations, marketing, technology, distribution, mergers and acquisitions, and finance. Through this robust process, Stephanie Pugliese was appointed to the Board in Fiscal 2024; however, as discussed on page 16, Ms. Pugliese resigned from the Board solely as a result of her appointment as President and Chief Executive Officer of another publicly traded company.

Pursuant to its charter, the Nominating Committee has the authority to retain consultants and search firms to assist with the process of identifying and evaluating director candidates and to approve the fees and other retention terms for any such consultant or search firm. In prior years, we have used third-party search firms to help identify and evaluate director candidates. Ms. Pugliese’s candidacy was brought to the attention of our Nominating Committee as a result of a third-party search firm.

Director Skills and Qualifications

The Nominating Committee believes that the current members of the Board collectively have the level and balance of skills, experience, and character to execute the Board’s responsibilities. The table below is a summary of the range of skills and experiences that each director brings to the Board, each of which we find to be relevant to our business. Because it is a summary, the table does not include all of the skills, experiences, and qualifications that each director offers, and the fact that a particular experience, skill, or qualification is not listed does not mean that a director does not possess it. All of our directors exhibit high integrity, an appreciation for diversity of background and thought, innovative thinking, a proven record of success, and deep knowledge of corporate governance requirements and best practices.

ATTRIBUTES, EXPERIENCE AND SKILLS

SKILLS CENTRAL TO AEO’S STRATEGY

Retail Industry

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Marketing and Consumer Insight

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Technology and Digital

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Real Estate

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International

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CORE COMPETENCIES

Leadership

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Risk Management

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Audit Committee Financial Expertise

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Cybersecurity

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Crisis Management

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Director Tenure

The Nominating Committee and the Board recognize it is important for the Board to be “refreshed” by adding new directors from time to time, balanced against the importance of having directors who have deep, historical experience and institutional knowledge of the Company, its strategies and market opportunities and challenges. Accordingly, the Company does not have a mandatory retirement age or term limits for its directors.

In the last seven years, the Board appointed four new independent directors, two of whom are currently serving on the Board. Sadly, Steven A. Davis passed away unexpectedly in July 2022, and Ms. Pugliese resigned from the Board in April 2025, solely as a result of her appointment as a President and Chief Executive Officer of another publicly traded company. While the Nominating Committee and the Board recognize the fresh perspectives that our new directors bring to the boardroom, they also believe that our longer-serving directors have critical skills, historical perspective, and deep institutional knowledge that are valuable and help to ensure the continuous oversight of the Company’s execution of its long-term strategy.

Director Time Commitments and Protections Against Overboarding

The Board appreciates that serving on a public board of directors is a significant responsibility and time commitment. Board members are expected to spend the time needed and meet as often as necessary to discharge their responsibilities properly. In considering each director’s ability to properly discharge their duties, the Nominating Committee annually reviews each Board member’s various time commitments, including, without limitation, their primary occupation, service on public company boards and committee memberships, as well as service with private companies and non-profit organizations.

The Board has approved a policy in our Corporate Governance Guidelines to review and limit the number of public company boards on which our directors may simultaneously serve. Directors who are executive officers of other publicly-traded companies generally may not serve on more than two public company boards (including our Board) at one time, and directors who are retired from full-time employment generally may not serve on more than four public company boards (including our Board) at one time. Our CEO may not serve on more than one other public company board unless otherwise determined by the Nominating Committee and must consult with the Chairperson of the Nominating Committee before accepting an appointment to an outside public company board. The Nominating Committee is responsible for oversight of these limits and has discretion to make individual exceptions as it deems appropriate.

Director Recommendations and Nominations

Candidates may come to the attention of the Nominating Committee from a variety of sources, including current Board members, stockholders and management. All candidates are reviewed in the same manner, regardless of the source of the recommendation. The Nominating Committee will consider, in 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.

Additionally, stockholders may nominate candidates to the Board pursuant to certain procedural, informational, and consent requirements. See “Submission of Nominations and Proposals for the 2026 Annual Meeting” for information regarding the submission of director nominations.

Director Independence

Six of our seven current directors are independent, and such independent oversight bolsters our success. Our Board has determined that each of the following non-employee directors qualified as “independent” in accordance with the listing requirements of the New York Stock Exchange (“NYSE”) and applicable SEC rules: Sujatha Chandrasekaran, Deborah A. Henretta, Cary D. McMillan, Janice E. Page, David M. Sable, and Noel J. Spiegel. Additionally, the Board determined that Stephanie L. Pugliese, who served as a director from August 2024 to April 2025, was independent during her period of service as a director.

In particular, the Board affirmatively determined that none of these directors had relationships that would cause them not to be independent under the specific criteria of Section 303A.02 of the NYSE Listed Company Manual. The Board also determined that each member of the Audit Committee meets the heightened independence standards required for audit committee members under the NYSE listing standards and applicable SEC rules and considered the additional factors under the NYSE listing standards relating to members of the Compensation Committee before determining that each member of the Compensation Committee is independent.

In making these determinations, the Board evaluated all factors and circumstances that it considered relevant, including the following:

Mr. Schottenstein is not independent because he is an executive officer of the Company. See “Related Party Transactions” for information regarding our policy on related party transactions and transactions with affiliates of Mr. Schottenstein, who is our sole employee director.

Board Leadership Structure

We believe that the Company’s current leadership structure with a combined Executive Chairman and Chief Executive Officer (held by Mr. Schottenstein), balanced by a strong Lead Independent Director (appointed annually by the independent directors), and Committees composed entirely of independent directors deliver the best results for our business. Having Mr. Schottenstein in this combined position provides unified leadership and direction to the Company and valuable insight to the Board. His duties include presiding over meetings of the Board, setting meeting agendas and schedules of the Board in collaboration with the Lead Independent Director, determining whether there are major risks upon which the Board should focus at meetings, and providing strategic and business awareness and guidance to the Board. Our Board believes that the current Board composition, along with an emphasis on Board independence, provides effective independent oversight of management.

Mr. Spiegel served as our Lead Independent Director for Fiscal 2024. Our Corporate Governance Guidelines establish robust and well-defined duties for our Lead Independent Director. Our Board’s support of the current leadership structure is premised on these duties being transparently disclosed, comprehensive in nature, and actively exercised. The Lead Independent Director is responsible for:

The Lead Independent Director also has the authority to call meetings of the independent directors, and, if requested by major stockholders, is available, when appropriate, for consultation and direct communication with our stockholders. The Lead Independent Director also meets regularly with members of management across the Company between Board and Committee meetings. We believe that this leadership structure provides our Board with the greatest depth of leadership and experience, while also ensuring independent oversight of the Company.

Board Practices

Meetings of Independent Directors

The Board’s policy is to have the independent directors meet separately in executive sessions in connection with each regularly scheduled Board meeting (at least four times annually). During each meeting of the independent directors, the Lead Independent Director presides and leads the discussion. The independent directors of the Board also meet more frequently in between regularly scheduled quarterly meetings, as needed.

Board Evaluation Process

Our Board continually seeks to improve its performance. In addition to our annual formal evaluation process discussed below, our Lead Independent Director has regular one-on-one discussions with our directors and conveys their feedback on an ongoing basis. Separately, our executive officers, General Counsel and Corporate Secretary each routinely communicate with directors to obtain real-time feedback.

Our Nominating Committee oversees the formal annual evaluation process of the effectiveness of our Board and its standing Committees. As part of the Board’s self-assessment process, directors consider various topics related to Board composition, structure, effectiveness, and responsibilities, as well as the overall mix of director skills, experience, and backgrounds. Conducting a robust annual evaluation process allows the Board to assess its performance and practices and identify areas for improvement.

Below is a summary of our Board evaluation process:

Director Education/Orientation

Our Board believes that director education is vital to the ability of directors to fulfill their roles and supports Board members in their continuous learning. The Board encourages directors to participate annually in external continuing director education programs, and we reimburse directors for their expenses associated with this participation. Recent examples of our directors pursuing additional director certifications and attending continuing education programs include: in 2024, Mr. Sable received the Harvard Business School: Corporate Director certificate and attended the Harvard Business School: Advanced Corporate Director program, and Ms. Page attended the Corporate Directors Exchange program; and in 2023, Ms. Henretta received the Competent Board ESG Certification Program Certificate, Ms. Chandrasekaran received the NACD cybersecurity oversight CERT certification and Mr. Sable participated in the Harvard Business School: Marking Corporate Boards More Effective program. Our directors also attend professional development forums and industry-leading conferences convened by the NACD, National Retail Federation, external accounting firms, and retail/brand organizations focused on topics that are relevant to their duties as a director. In total, our directors completed over 200 hours of continuing education during Fiscal 2024 including sessions sponsored by the Company and third-party programs.

Continuing director education is provided during Board meetings and other Board discussions as part of the formal meetings and as stand-alone information sessions outside of meetings, including a two-day offsite best practices conference with other publicly traded companies. Throughout Fiscal 2024, our Board participated in roundtable discussions with our external advisors and learning opportunities with management on various topics including:

All new directors also participate in our director orientation program during their first six months on our Board. The Board believes that it is important for each new director to understand our Company, the specialty retail industry, and his or her duties as a director. We provide this initial information through a combination of reference materials, formal meetings with business leaders and tours of our facilities/store locations. The orientation program is designed to familiarize new directors with the Company’s businesses, strategies and challenges. We believe that this onboarding approach over the first six months of Board service, coupled with participation in regular Board and Committee meetings, provides new directors with a strong foundation in our Company’s businesses, connects directors with members of management with whom they will interact and oversee, and accelerates their effectiveness to engage fully in Board deliberations.

Board Committees

The Board has a standing Audit Committee, a standing Compensation Committee and a standing Nominating Committee. These Committees are governed by written charters, which were approved by the Board and are available on our Investor website at investors.ae.com.

The following sets forth Committee memberships as of the date of this Proxy Statement.

= Member

= Committee Chair

= Audit Committee Financial Expert

Communications with the Board

The Board provides a process for stockholders and other interested parties to send communications to the Board, the Lead Independent Director, the independent directors as a group, or individual directors as described on our Investors website at investors.ae.com.

Interested parties wishing to communicate with the Board may send an email to [email protected] or write to American Eagle Outfitters, Inc. at our principal executive offices located at 77 Hot Metal Street, Pittsburgh, PA 15203, c/o the Corporate Secretary. Communications intended for a specific director or group of directors (such as the Lead Independent Director or independent directors) should be addressed to his, her or their attention c/o the Corporate Secretary at this address. Communications are provided directly to the applicable director or directors following receipt of the communications (other than spam, junk mail, mass mailings, solicitations, resumes, job inquiries, or other matters unrelated to the Company).

Director Meetings and Attendance

As discussed above, the expectations and responsibilities of the Board continued to evolve during Fiscal 2024, including their instrumental involvement in the Company’s Powering Profitable Growth strategy. During Fiscal 2024, the Board held five meetings and the Committees of the Board held a total of 34 meetings. Each director attended 75% or more of the aggregate of all meetings of the Board and the Committees on which he or she served during Fiscal 2024. It is our expectation, but not a requirement, that all current directors attend the Annual Meeting of Stockholders. All then-serving members of the Board virtually attended our 2024 Annual Meeting.

Stockholder Engagement

We value regular dialogue with all our stakeholders. The Company has an extensive, year-round stockholder engagement program led by management and overseen by the Board. Through this program, management addresses questions and concerns, provides perspective on the Company strategy and business performance, discusses details of the Company’s policies and practices and seeks stockholder feedback.

In Fiscal 2024, the Company continued to have extensive engagement with our stockholders and met with approximately 51% of our top 100 stockholders, who collectively owned approximately 53% of the total shares outstanding as of February 1, 2025. In addition to regular engagement with our stockholders, we also participated in a number of conferences, which are included in the list of our engagement highlights below.

Building a Better World at AEO

As we focus on growing our brands and generating stockholder returns, our corporate strategy and culture are equally aligned with our business-specific sustainability and corporate social responsibility initiatives. Our key areas of focus are prioritized by what matters most to our business and our stakeholders, including our customers, associates, vendors, investors and regulators. Unless otherwise stated, the information and data presented in this section primarily covers Fiscal 2024.

Related Party Transactions

Our Board has 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 General Counsel 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 the 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 2024, the Company paid the landlord an ongoing rent guarantee of $0.9 million representing 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 2024. 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 2024. 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 2024. The leases have terms expiring in January 2026 and each has a renewal option.

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 $127,000 during Fiscal 2024. 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 2024. 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 2024 under the agreement totaled approximately $0.8 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 2024.

The table below sets forth the compensation for non-employee directors during Fiscal 2024.

See “Ownership of Our Shares” for information about stock ownership guidelines applicable to our Board.

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 2024 compensation is set forth under the section titled “Compensation Tables and Related Information.”

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. 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 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 2025 Annual Meeting to respond to appropriate questions and to make a statement if such representatives so desire.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees our financial reporting process on behalf of the Board. Management has the primary responsibility for the consolidated financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements included in the Annual Report as of and for the fiscal year ended February 1, 2025 with management including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the consolidated financial statements.

The Audit Committee reviewed and discussed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited consolidated financial statements with generally accepted accounting principles, its judgments as to the quality, not just acceptability, of our accounting principles and such other matters as are required to be discussed relating to the conduct of the audit under the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301 (Communications with Audit Committees). In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the PCAOB regarding such firm’s communications with the Audit Committee concerning management, and has discussed with the independent registered public accounting firm its independence from management and the Company, including the matters in the written disclosures required by Rule 3526 of the PCAOB, Communication with Audit Committees Concerning Independence, and considered the compatibility of nonaudit services with the firm’s independence.

The Audit Committee discussed with our internal auditors and our independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Audit Committee also carried out the additional responsibilities and duties as outlined in its charter.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 for filing with the SEC.

This report is not soliciting material, is not deemed to be filed with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

This report has been furnished by the Audit Committee of the Board of Directors.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

During Fiscal 2024, EY served as our independent registered public accounting firm and, in that capacity, rendered an unqualified opinion on our consolidated financial statements as of and for the fiscal year ended February 1, 2025.

The following table sets forth the aggregate fees billed to us by our independent registered public accounting firm in each of the last two fiscal years: