Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses AEO in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named AEO in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| 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.
| 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.
No insider equity transactions reported since the proxy statement.
| 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 | 94.56% | 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.
| 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.
| Ratio (CEO : median employee) | 1,691 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | $7,488 |
| 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 | — |
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.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jay Schottenstein | DEF 14A | 2026-05-15 | 0001193125-26-227158 | Section “Executive Compensation”. As printed: 12,662,838. Filing ↗machine: span 883129–883139 |
| 2 | Section 01, Jennifer Foyle | DEF 14A | 2026-05-15 | 0001193125-26-227158 | Section “Executive Compensation”. As printed: 7,249,307. Filing ↗machine: span 907163–907172 |
| 3 | Section 01, Michael Mathias | DEF 14A | 2026-05-15 | 0001193125-26-227158 | Section “Executive Compensation”. As printed: 3,096,817. Filing ↗machine: span 895083–895092 |
| 4 | Section 01, Marisa Baldwin | DEF 14A | 2026-05-15 | 0001193125-26-227158 | Section “Executive Compensation”. As printed: 1,858,070. Filing ↗machine: span 919116–919125 |
| 5 | Section 01, Beth Henke | DEF 14A | 2026-05-15 | 0001193125-26-227158 | Section “Executive Compensation”. As printed: 1,222,471. Filing ↗machine: span 931045–931054 |
| 6 | Section 07, pay ratio | DEF 14A | 2026-05-15 | 0001193125-26-227158 | Section “CEO Pay Ratio”. As printed: 1691 : 1. Filing ↗machine: span 1546358–1546363 |
| 7 | Section 06, 2026 vote | Form 8-K | 2026-06-29 | 0001193125-26-288667 | Item 5.07 · say-on-pay result. As reported: 96.61% (votes for as printed: 135,053,347). Filing ↗ |
| 8 | Section 06, 2025 vote | Form 8-K | 2025-07-01 | 0001193125-25-154105 | Item 5.07 · say-on-pay result. As reported: 95.95% (votes for as printed: 143,329,390). Filing ↗ |
| 9 | Section 06, 2024 vote | Form 8-K | 2024-07-02 | 0001193125-24-174404 | Item 5.07 · say-on-pay result. As reported: 95.49% (votes for as printed: 168,771,360). Filing ↗ |
| 10 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 11 | American Eagle Outfitters (subject), Section 10b CEO total | DEF 14A | 2026-05-15 | 0001193125-26-227158 | CEO total compensation as printed in American Eagle Outfitters's own proxy. As printed: 12,662,838. Filing ↗machine: span 883129–883139 |