American Eagle Outfitters, Inc.
Compensation Committee Charter
The purpose of the Compensation Committee is to discharge the responsibilities of the Board of Directors with regard to oversight and determination of
executive officer compensation, and to take the other actions described in this charter. Among other things, the Committee reviews and approves salaries
and other compensation of executive officers and administers the Company’s stock award and incentive plans (including reviewing and approving stock award
grants to executive officers).
Membership and Structure
The Compensation Committee shall consist solely of at least two independent directors, as defined by the New York Stock Exchange listing standards. At
least two members of the Compensation Committee also shall qualify as “outside” directors within the meaning of Internal Revenue Code Section 162(m) and as
“non-employee” directors within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Appointment to the Committee shall be made
on an annual basis by the full Board upon recommendation of the Nominating and Corporate Governance Committee of the Board, and vacancies may be filled at
any time by the Board. The Board may replace members of the Compensation Committee. Members of the Committee shall designate the Chair of the Committee.
Meetings of the Compensation Committee shall be held at such times and places as the Compensation Committee shall determine, including by written consent.
When necessary, the Committee shall meet in executive session outside of the presence of any senior executive officer of the Company. The Chair of the
Compensation Committee shall report on activities of the Committee to the full Board. In fulfilling its responsibilities, as set forth below, the
Compensation Committee shall have authority to delegate its authority to subcommittees, including subcommittees consisting solely of one or more persons,
in each case to the extent permitted by applicable law.
The Compensation Committee shall:
- Meet in executive session to determine the compensation of the Chief Executive Officer of the Company. In determining the amount, form, and terms of
such compensation, the Committee shall consider the annual performance evaluation of the CEO conducted by the independent Directors in light of corporate
goals and objectives relevant to CEO compensation, competitive market data pertaining to CEO compensation at comparable companies, and such other factors
as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Company and its shareholders.
- Determine salaries, bonuses, and other matters relating to compensation of the other executive officers of the Company. In determining the amount, form,
and terms of such compensation, the Committee shall consider the results of the officer’s annual performance evaluation by the CEO in light of corporate
goals and objectives relevant to executive compensation, competitive market data pertaining to executive compensation at comparable companies, and such
other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Company and its shareholders. The CEO of
the Company may be present at meetings during which compensation for such other officers is under review and consideration but may not vote.
- Review and approve any proposed employment agreements (including any amendments) with executive officers of the Company. Review and approve any
severance, retention or other termination plans and/or payments proposed to be made to any current or former executive officer, except for any such
payments made in accordance with a plan or agreement previously approved by the Board of Directors or the Committee.
- Review and make recommendations to the Board of Directors with respect to stockholder proposals related to compensation matters.
- Review and, in consultation with the Nominating and Corporate Governance Committee, make recommendations to the Board of Directors from time to time on
the adequacy and effectiveness of Board compensation in relation to other comparable companies.
- Review and make recommendations to the Board regarding executive compensation and benefit plans and programs.
- Review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and programs generally, including
employee bonus and retirement plans and programs.
- Oversee the Company’s risk management related to employee compensation plans and arrangements.
- Administer the Company’s stock award and other equity-based plans, including the review and grant of stock options and restricted stock awards to
eligible employees under the Company’s existing plans.
- Be authorized to delegate to the CEO, the authority to review and grant, as the act of the Committee and of the Board, stock options and/or restricted
stock to eligible employees who are not executive officers.
- Review and discuss with the Company’s management the Compensation Discussion and Analysis (“CD&A”) to be included in the Company’s annual proxy
statement and determine whether to recommend to the full Board that the CD&A be included in the proxy statement.
- Review and approve the Report of the Compensation Committee on Executive Compensation to be included in the Company’s annual proxy statement.
- Review and recommend to the full Board the Company’s submission to stockholders on executive compensation matters, including advisory votes on
executive compensation and the frequency of such votes. Consider the results of stockholder advisory votes on executive compensation matters and the
changes, if any, to the Company’s executive compensation policies, practices and plans that may be warranted as a result of any such vote.
- When appropriate, be authorized to designate one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or
ratification by the Committee as the Committee shall direct.
- Annually review and assess its own performance.
- Perform any other tasks and discharge any other responsibilities delegated to it by the Board of Directors.
- Annually review and reassess the adequacy of this charter and recommend any changes to the full Board.
In fulfilling its responsibilities, the Compensation Committee shall have the authority, and shall be afforded resources sufficient, to engage independent
compensation consultants or legal advisers when determined by the Committee to be necessary or appropriate. The Compensation Committee shall have sole
authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.
Adopted March 10, 2004, Amended June 13, 2006, January 25, 2007, March 2, 2010 and September 11, 2012.