American Eagle Outfitters (AEO)

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

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

One page per director: the seat, the committees and the fee table, read for one person at a time.

No insider equity transactions reported since the proxy statement.

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.

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

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.

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

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.

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.

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.