Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-29

American Eagle Outfitters (AEO)

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.

$12,662,838
Jay Schottenstein total, FY2025
1st
CEO pay percentile vs peers
1,691:1
CEO-to-median pay ratio
96.61%
Say-on-pay support, latest vote
Companies that benchmark against AEO
22 companies name AEO as a compensation peer

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.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
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 Foyle1,500,00003,422,9951,467,002787,500071,8107,249,307
President, Executive Creative Officer AE and Aerie
Michael Mathias900,00001,308,990561,000315,000011,8273,096,817
Chief Financial Officer
Marisa Baldwin625,0000689,499295,499175,000073,0721,858,070
Chief Human Resources Officer
Beth Henke496,9040509,99289,999113,046012,5301,222,471
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 officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Jay Schottenstein$12,662,838$14,980,527$16,793,219−2,317,689
Jennifer Foyle7,249,3078,942,96710,374,152−1,693,660
Michael Mathias3,096,8173,772,9614,337,039−676,144
Marisa Baldwin1,858,0702,238,0022,448,756−379,932
Beth Henke1,222,471

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

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-26135,053,3474,601,755138,53096.61%Passed
20252025-06-25143,329,3905,855,515197,25495.95%Passed
20242024-06-27168,771,3607,969,107123,54495.49%Passed
20232023-06-07151,626,8718,714,581118,41694.56%Passed
20222022-06-08124,121,31410,969,493540,38791.88%Passed
20212021-06-0383,079,46565,356,61880,31655.97%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 yearMeeting dateApproval — company's computation
20262026-06-2696.61%a
20252025-06-2595.95%b
20242024-06-2795.49%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.

07

CEO pay ratio

Ratio (CEO : median employee)1,691 : 1
CEO total compensation
Median employee compensation$7,488
09

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
10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1American Eagle Outfitters2025Jay 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.

11

Source register

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.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Jay SchottensteinDEF 14A2026-05-150001193125-26-227158Section “Executive Compensation”. As printed: 12,662,838. Filing ↗machine: span 883129–883139
2Section 01, Jennifer FoyleDEF 14A2026-05-150001193125-26-227158Section “Executive Compensation”. As printed: 7,249,307. Filing ↗machine: span 907163–907172
3Section 01, Michael MathiasDEF 14A2026-05-150001193125-26-227158Section “Executive Compensation”. As printed: 3,096,817. Filing ↗machine: span 895083–895092
4Section 01, Marisa BaldwinDEF 14A2026-05-150001193125-26-227158Section “Executive Compensation”. As printed: 1,858,070. Filing ↗machine: span 919116–919125
5Section 01, Beth HenkeDEF 14A2026-05-150001193125-26-227158Section “Executive Compensation”. As printed: 1,222,471. Filing ↗machine: span 931045–931054
6Section 07, pay ratioDEF 14A2026-05-150001193125-26-227158Section “CEO Pay Ratio”. As printed: 1691 : 1. Filing ↗machine: span 1546358–1546363
7Section 06, 2026 voteForm 8-K2026-06-290001193125-26-288667Item 5.07 · say-on-pay result. As reported: 96.61% (votes for as printed: 135,053,347). Filing ↗
8Section 06, 2025 voteForm 8-K2025-07-010001193125-25-154105Item 5.07 · say-on-pay result. As reported: 95.95% (votes for as printed: 143,329,390). Filing ↗
9Section 06, 2024 voteForm 8-K2024-07-020001193125-24-174404Item 5.07 · say-on-pay result. As reported: 95.49% (votes for as printed: 168,771,360). Filing ↗
10Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
11American Eagle Outfitters (subject), Section 10b CEO totalDEF 14A2026-05-150001193125-26-227158CEO total compensation as printed in American Eagle Outfitters's own proxy. As printed: 12,662,838. Filing ↗machine: span 883129–883139