Companies American Eagle Outfitters
American Eagle Outfitters (AEO): executive pay, fiscal 2025
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CEO pay, last three years
- $16,793,219FY2023
- $14,980,527FY2024
- $12,662,838FY2025
CEO total pay was $12,662,838 in fiscal 2025, down from $14,980,527 in fiscal 2024.
FY2025: salary $1,750,000 · bonus $0 · stock awards $6,650,011 · option awards $2,850,001
Executives and directors
Frequently asked questions
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jay Schottenstein | $1,750,000 | $0 | $6,650,011 | $2,850,001 | $1,071,875 | $0 | $340,951 | $12,662,838 |
| Chief Executive Officer | ||||||||
| Jennifer Foyle | 1,500,000 | 0 | 3,422,995 | 1,467,002 | 787,500 | 0 | 71,810 | 7,249,307 |
| President, Executive Creative Officer AE and Aerie | ||||||||
| Michael Mathias | 900,000 | 0 | 1,308,990 | 561,000 | 315,000 | 0 | 11,827 | 3,096,817 |
| Chief Financial Officer | ||||||||
| Marisa Baldwin | 625,000 | 0 | 689,499 | 295,499 | 175,000 | 0 | 73,072 | 1,858,070 |
| Chief Human Resources Officer | ||||||||
| Beth Henke | 496,904 | 0 | 509,992 | 89,999 | 113,046 | 0 | 12,530 | 1,222,471 |
| Chief Legal Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Jay Schottenstein | $12,662,838 | $14,980,527 | $16,793,219 | ↓ −2,317,689 |
| Jennifer Foyle | 7,249,307 | 8,942,967 | 10,374,152 | ↓ −1,693,660 |
| Michael Mathias | 3,096,817 | 3,772,961 | 4,337,039 | ↓ −676,144 |
| Marisa Baldwin | 1,858,070 | 2,238,002 | 2,448,756 | ↓ −379,932 |
| Beth Henke | 1,222,471 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The overall philosophy of our executive compensation program is to attract and retain highly skilled, performance-oriented executive officers who live our brand and embody its spirit of authenticity and innovation. Our goal is to incentivize our executive officers to achieve outstanding results for all stakeholders within the framework of a principles-based compensation program, focusing on performance, competitiveness, affordability, and transparency.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Marisa Baldwin | RSU | 2,686 | — | $43,356 |
| Michael Mathias | RSU | 6,197 | — | 100,025 |
| Marisa Baldwin | RSU | 7,995 | — | 129,039 |
| Marisa Baldwin | RSU | 8,283 | — | 133,687 |
| Marisa Baldwin | Option | 11,024 | 17.24 | — |
| Michael Mathias | RSU | 15,725 | — | 253,797 |
| Jennifer Foyle | RSU | 16,522 | — | 266,673 |
| Michael Mathias | RSU | 17,053 | — | 275,236 |
| Marisa Baldwin | PSU | 17,407 | — | 280,951 |
| Marisa Baldwin | RSU | 17,631 | — | 284,566 |
| Michael Mathias | Option | 25,439 | 17.24 | — |
| Marisa Baldwin | PSU | 26,781 | — | 432,245 |
| Marisa Baldwin | Option | 27,851 | 24.37 | — |
| Marisa Baldwin | Option | 28,249 | 13.17 | — |
| Jay Schottenstein | RSU | 32,220 | — | 520,031 |
| Michael Mathias | PSU | 33,047 | — | 533,376 |
| Michael Mathias | RSU | 40,686 | — | 656,678 |
| Jennifer Foyle | RSU | 41,119 | — | 663,656 |
| Jennifer Foyle | RSU | 44,761 | — | 722,439 |
| Michael Mathias | Option | 52,875 | 24.37 | — |
| Michael Mathias | PSU | 57,133 | — | 922,120 |
| Michael Mathias | Option | 60,264 | 13.17 | — |
| Jennifer Foyle | Option | 67,838 | 17.24 | — |
| Jay Schottenstein | RSU | 79,884 | — | 1,289,325 |
| Jennifer Foyle | PSU | 86,415 | — | 1,394,734 |
| Jay Schottenstein | RSU | 88,456 | — | 1,427,686 |
| Jennifer Foyle | RSU | 108,498 | — | 1,751,151 |
| Jay Schottenstein | Option | 132,283 | 17.24 | — |
| Jennifer Foyle | Option | 138,266 | 24.37 | — |
| Jennifer Foyle | PSU | 149,973 | — | 2,420,561 |
| Jennifer Foyle | Option | 158,192 | 13.17 | — |
| Jay Schottenstein | PSU | 167,883 | — | 2,709,626 |
| Jay Schottenstein | RSU | 211,571 | — | 3,414,757 |
| Jay Schottenstein | Option | 268,615 | 24.37 | — |
| Jay Schottenstein | PSU | 296,376 | — | 4,783,510 |
| Jay Schottenstein | Option | 312,618 | 13.17 | — |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Noel J. SpiegelIndependent · Lead Independent Director · Audit (Chair) · Compensation · Nominating | $282,500 | $200,000 | — | — | $5,000 | $487,500 |
| Cary D. McMillanIndependent · Audit · Compensation · Nominating | 202,500 | 200,000 | — | — | 0 | 402,500 |
| Janice E. PageIndependent · Audit · Compensation · Nominating (Chair) | 195,000 | 200,000 | — | — | 0 | 395,000 |
| David M. SableIndependent · Audit · Compensation · Nominating | 172,500 | 200,000 | — | — | 5,000 | 377,500 |
| Sujatha ChandrasekaranIndependent · Audit · Compensation · Nominating · Not standing for re-election | 172,500 | 200,000 | — | — | 2,000 | 374,500 |
| Deborah A. HenrettaIndependent · Audit · Compensation · Nominating | 170,000 | 200,000 | — | — | 0 | 370,000 |
| Stephanie L. PuglieseIndependent · Departed during FY | 12,500 | 0 | — | — | 0 | 12,500 |
Board fee structure and ownership guideline
| Annual cash retainer | $65,000 |
|---|---|
| Annual equity retainer | $200,000 |
| Per board meeting fee | $2,500 |
| Committee chair fees (audit / comp / nom-gov) | 40,000 / 30,000 / 25,000 |
| Stock ownership guideline | $5 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,207,500 |
| Equity awards (grant-date value) | $1,200,000 |
| All other compensation | $12,000 |
| Total cost of the board | $2,419,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names American Eagle Outfitters as a peer
Companies that benchmark against AEO
29 companies name AEO as a compensation peer
The list of companies that name AEO as a peer is temporarily unavailable — recheck shortly.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | American Eagle Outfitters | 2025 | Jay Schottenstein | $1,750,000 | $6,650,011 | $2,850,001 | $1,071,875 | $12,662,838 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-26 | 135,053,347 | 4,601,755 | 138,530 | 96.61% | Passed |
| 2025 | 2025-06-25 | 143,329,390 | 5,855,515 | 197,254 | 95.95% | Passed |
| 2024 | 2024-06-27 | 168,771,360 | 7,969,107 | 123,544 | 95.49% | Passed |
| 2023 | 2023-06-07 | 151,626,871 | 8,714,581 | 118,416 | 94.5% | Passed |
| 2022 | 2022-06-08 | 124,121,314 | 10,969,493 | 540,387 | 91.88% | Passed |
| 2021 | 2021-06-03 | 83,079,465 | 65,356,618 | 80,316 | 55.97% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-26 | 96.61%a |
| 2025 | 2025-06-25 | 95.95%b |
| 2024 | 2024-06-27 | 95.49%c |
a. Approved under the standard stated in the filing — “Voting Options Board Recommendation Vote Required to Adopt the Proposal Effect of Abstentions (1) Effect of Broker Non-Votes (2) Proposal 1 - Election of Class I Director "For," "Against," or "Abstain" for each nominee FOR the nominee Majority of the votes cast None None Proposal 2 - Ratification of the Appointment of EY "For," "Against," or "Abstain" FOR Majority of the shares of common stock present at the meeting, in person or by proxy, and entitled to vote on Proposal 2 Abstentions are treated as votes "against" Brokers have discretion to vote on Proposal 2 Proposal 3 - Fiscal 2025 Say-on-Pay Vote "For," "Against," or "Abstain" FOR Majority of the shares of common stock present at the meeting, in person or by proxy, and entitled to vote on Proposal 3 Abstentions are treated as votes "against" None Proposal 4 - Approval of an Amendment and Restatement of 2023 Stock Award and Incentive Plan "For," "Against," or "Abstain" FOR Majority of the shares of common stock present at the meeting, in person or by proxy, and entitled to vote on Proposal 4 Abstentions are treated as votes "against" None (1) Under the DGCL, shares that abstain with respect to Proposals 2, 3, and 4 constitute shares that are present and entitled to vote and, accordingly, have the practical effect of being voted "against" such items.”.
b. Approved under the standard stated in the filing — “"Against," or "Abstain" FOR Majority of the shares of common stock present at the meeting, in person or by proxy, and entitled to vote on Proposal 2 Abstentions are treated as votes "against" Brokers have discretion to vote on Item 2 Proposal 3 - Fiscal 2024 Say-on-Pay Vote "For," "Against," or "Abstain" FOR Majority of the shares of common stock present at the meeting, in person or by proxy, and entitled to vote on Proposal 3 Abstentions are treated as votes "against" None (1) Under the DGCL, shares that abstain with respect to Proposals 2 and 3 constitute shares that are present and entitled to vote and, accordingly, have the practical effect of being voted "against any time before it is voted by delivering written notice of revocation to the Company (Attention: Jennifer B.”.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 1,691 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $7,488 |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (19 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Jay Schottenstein. DEF 14A, filed 2026-05-15. Section “Executive Compensation” · page 59. As printed: 12,662,838. View filing ↗
- Section 01, Jennifer Foyle. DEF 14A, filed 2026-05-15. Section “Executive Compensation”. As printed: 7,249,307. View filing ↗
- Section 01, Michael Mathias. DEF 14A, filed 2026-05-15. Section “Executive Compensation”. As printed: 3,096,817. View filing ↗
- Section 01, Marisa Baldwin. DEF 14A, filed 2026-05-15. Section “Executive Compensation”. As printed: 1,858,070. View filing ↗
- Section 01, Beth Henke. DEF 14A, filed 2026-05-15. Section “Executive Compensation”. As printed: 1,222,471. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-05-15. Section “CEO Pay Ratio”. As printed: 1691 : 1. View filing ↗
- Section 08, Noel J. Spiegel. DEF 14A, filed 2026-05-15. Section “Director Compensation”. As printed: 487,500. View filing ↗
- Section 08, Cary D. McMillan. DEF 14A, filed 2026-05-15. Section “Director Compensation”. As printed: 402,500. View filing ↗
- Section 08, Janice E. Page. DEF 14A, filed 2026-05-15. Section “Director Compensation”. As printed: 395,000. View filing ↗
- Section 08, David M. Sable. DEF 14A, filed 2026-05-15. Section “Director Compensation”. As printed: 377,500. View filing ↗
- Section 08, Sujatha Chandrasekaran. DEF 14A, filed 2026-05-15. Section “Director Compensation”. As printed: 374,500. View filing ↗
- Section 08, Deborah A. Henretta. DEF 14A, filed 2026-05-15. Section “Director Compensation”. As printed: 370,000. View filing ↗
- Section 08, Stephanie L. Pugliese. DEF 14A, filed 2026-05-15. Section “Director Compensation”. As printed: 12,500. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-29. Item 5.07 · say-on-pay result. As reported: 96.61% (votes for as printed: 135,053,347). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-07-01. Item 5.07 · say-on-pay result. As reported: 95.95% (votes for as printed: 143,329,390). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-07-02. Item 5.07 · say-on-pay result. As reported: 95.49% (votes for as printed: 168,771,360). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 1,207,500 + equity 1,200,000 + all other 12,000 = 2,419,500, summed across the director compensation table rows.
- American Eagle Outfitters (subject), Section 10b CEO total. DEF 14A, filed 2026-05-15. CEO total compensation as printed in American Eagle Outfitters's own proxy. As printed: 12,662,838. View filing ↗