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MarketScreener Homepage  >  Equities  >  Nyse  >  American Eagle Outfitters, Inc.    AEO


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AMERICAN EAGLE OUTFITTERS INC : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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04/22/2020 | 06:05am EDT

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


On April 20, 2020, American Eagle Outfitters, Inc. (the "Company") announced that Michael A. Mathias has been appointed Executive Vice President - Chief Financial Officer and Principal Financial Officer of the Company, effective immediately. Mr. Mathias will succeed Robert L. Madore, who has served in that position since October 2016. Mr. Madore will continue as a non-executive officer employee through September 2020 to transition his responsibilities.

Mr. Mathias, age 45, previously served the Company as Senior Vice President, Financial Planning and Analysis since 2017. From 2016 to 2017, he served as Vice President, Financial Planning and Analysis at General Nutrition Centers, Inc. From 2014 to 2016, Mr. Mathias served as President and Managing Partner of SY Ventures. Mr. Mathias started his career with the Company in 1998 as manager of finance for stores and operations, rising through the organization with progressive leadership positions across finance and operational areas including e-commerce operations, store finance, Aerie planning and operations, strategy and business development. He began his career at the May Company, and holds a Bachelor of Science from Carnegie Mellon University and a Master of Business Administration from the University of Pittsburgh.

Mr. Mathias will receive the following compensation and benefits in his new role:

  (1) An annual base salary of $600,000;

       (2) Eligibility to receive an annual incentive bonus with a target
           opportunity of 65% of his salary and a maximum opportunity of 130% of
           his salary. The bonus is contingent upon the achievement of Company and
           brand (if applicable) financial performance-based goals to be
           established by the Compensation Committee of the Board of Directors
           ("the Committee") and Mr. Mathias's overall level of performance;

       (3) Annual long-term incentive awards, with a target value of $1,000,000,
           consisting of a combination of time-based restricted stock units,
           performance-based restricted stock units and stock options. The mix of
           awards generally will be delivered consistent with the Company's other
           named executive officers and at the discretion of the Compensation
           Committee of the Board of Directors; and

       (4) Eligibility to participate in the Company's employee benefit,
           retirement and deferred compensation programs or policies that are in
           effect and generally available to the other senior executives of the

In addition, on April 20, 2020, the Company entered into a Change in Control Agreement with Mr. Mathias. The terms of Mr. Mathias's Change in Control Agreement are substantially the same as the change in control agreements with the Company's other executive officers, which are described in the Form 8-K the Company filed with the U.S. Securities and Exchange Commission on April 26, 2010.

Other than as described herein, there is no arrangement or understanding between Mr. Mathias and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Mr. Mathias and any of the Company's directors or executive officers. There are no transactions to which Mr. Mathias has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Madore's severance compensation has not yet been determined and, as appropriate, will be disclosed in a subsequent report with the Securities and Exchange Commission.

Item 7.01 Regulation FD Disclosure.

On April 20, 2020, the Company issued a press release announcing the appointment of Michael A. Mathias as Executive Vice President, Chief Financial Officer. A copy of this press release is attached hereto as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

   No.           Description

   10.1            Change in Control Agreement between American Eagle Outfitters,
                 Inc. and Michael A. Mathias, dated April 20, 2020

   99.1            Press Release dated April 20, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL


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