Cary D. McMillan
AMERICAN EAGLE OUTFITTERSAbout Cary D. McMillan
Independent director since June 2007 (age 67). Former CEO of True Partners Consulting (2005–2020), CEO of Sara Lee Branded Apparel (2001–2004), EVP at Sara Lee (2000–2004), CFO/CAO at Sara Lee (1999–2001), and audit partner at Arthur Andersen; B.S. University of Illinois and CPA. Current public company directorship: Hyatt Corporation (NYSE: H). Recognized in NACD Top 100 (2023). Committees: Audit; Compensation (Chair); Nominating.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| True Partners Consulting, LLC | Chief Executive Officer | Dec 2005–2020 | Led professional services firm providing tax/financial services |
| Sara Lee Branded Apparel | Chief Executive Officer | Oct 2001–Apr 2004 | Led branded apparel operations |
| Sara Lee Corporation | Executive Vice President | Jan 2000–Apr 2004 | Senior leadership at consumer packaged goods company |
| Sara Lee Corporation | Chief Financial & Administrative Officer | Nov 1999–Dec 2001 | Finance and administration oversight |
| Arthur Andersen LLP | Audit Partner | Prior to 1999 | Financial reporting and audit expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyatt Corporation (NYSE: H) | Director | Current | Public company board experience |
| AEO Foundation Board | Director | Current | Philanthropy and community engagement |
| Millennium Park Foundation (Chicago) | Treasurer | Current | Non-profit financial oversight |
| WTTW (Chicago PBS) | Treasurer | Current | Non-profit financial oversight |
| Art Institute of Chicago | Trustee | Current | Cultural institution governance |
Board Governance
- Independence: Determined independent by the Board under NYSE and SEC rules; all committee members are independent.
- Committee assignments and chair roles: Compensation Committee Chair; member of Audit and Nominating.
- Meetings and attendance: FY2024 Board held 5 meetings; Committees held 34 (Audit 20, Compensation 7, Nominating 7). Aggregate board/committee attendance ~99%; each director attended ≥75% of aggregate meetings.
- Risk oversight and related-party review: Audit Committee reviews/approves related party transactions under a formal policy.
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation | Chair | 7 |
| Audit | Member | 20 |
| Nominating | Member | 7 |
Fixed Compensation
Program structure (non-employee directors):
- Cash fees: Annual retainer $65,000; $20,000 per committee; chair premiums—Audit $40,000; Compensation $30,000; Nominating $25,000; Lead Independent Director $70,000; $2,500 per extra meeting beyond plan.
- Equity: Fully-vested stock grants of $50,000 each calendar quarter (under the 2023 Plan); optional deferral into share units.
| Metric | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $197,500 | $190,000 |
| Stock Awards | $200,000 | $200,000 |
| All Other Compensation | $5,000 | $2,500 |
| Total | $402,500 | $392,500 |
Notes:
- Director compensation unchanged in FY2024; structure reviewed with independent consultant FW Cook.
Performance Compensation
- No director bonus, options, or performance-based metrics disclosed; director pay is cash fees plus fully-vested quarterly share grants (optional deferral).
| Component | Performance Metric | Payout Basis |
|---|---|---|
| Quarterly Share Grant ($50,000) | None disclosed | Fully vested on grant; number of shares set by closing price on first day of each quarter |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks |
|---|---|---|
| Hyatt Corporation (NYSE: H) | Director | None disclosed with AEO suppliers/customers; AEO overboarding policy limits retired directors to ≤4 public boards (he serves on 2). |
Past public boards: McDonald’s (2003–2015), Hewitt Associates (2002–2010), Sara Lee (2000–2004).
Expertise & Qualifications
- Former audit partner and CPA—financial reporting and accounting expertise; CEO experience across professional services and apparel.
- Governance and compensation best practices exposure from multi-company board service; philanthropy leadership roles.
Equity Ownership
- Stock ownership guidelines: ≥5x annual cash retainer ($325,000) within 5 years; all directors exceed guidelines as of record date.
- Anti-hedging and anti-pledging policies apply to directors.
| As of April 15, 2025 | Common Stock | Right to Acquire (incl. DSUs) | Total | Percent of Outstanding |
|---|---|---|---|---|
| Cary D. McMillan | 4,095 | 175,459 | 179,554 | <1% |
Deferred stock units held (incl. dividend equivalents) at Feb 1, 2025: 175,460.
Governance Assessment
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Strengths:
- Independent Compensation Committee Chair; uses independent consultant (FW Cook); signs Compensation Committee report; annual risk assessment finds compensation risks not reasonably likely to be material.
- Deep finance/audit competency (CPA; former audit partner) and public board experience; enhances Audit oversight.
- High engagement: FY2024 board/committee meetings totaled 39–40 with ~99% aggregate attendance.
- Alignment mechanisms: quarterly equity grants; ownership requirement at 5x retainer; no hedging/pledging.
-
Potential investor scrutiny points:
- Tenure since 2007 implies long service; investors may evaluate refreshment/independence over time (Board emphasizes refreshment policy).
- Ongoing related-party transactions with CEO affiliates (leases and services) approved/monitored by Audit Committee; continued oversight is essential. FY2024 payments included ~$0.9m rent guarantee (Las Vegas flagship lease), ~$2.0m Aerie Las Vegas lease, ~$0.5m open-air lifestyle stores, ~$127k relocated AE store, and ~$0.8m R.E.D. services.
Overall, McMillan’s finance and compensation governance credentials, plus independent status and ownership alignment, support board effectiveness; continued robust Audit Committee oversight of related-party transactions remains a focal point for investor confidence.