David M. Sable
AMERICAN EAGLE OUTFITTERSAbout David M. Sable
David M. Sable (age 71) is an independent director of American Eagle Outfitters (AEO) who has served on the Board since June 2013. He sits on the Audit, Compensation, and Nominating Committees and is not a committee chair. He is Vice Chair at Stagwell Global (since Oct 2023) and previously served as Chairman & CEO of VMLY&R; he attended New York University and Hunter College and completed Harvard Business School corporate director programs in 2024 and 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMLY&R (WPP) | Chairman & CEO | 2011–2019 | Advanced Y&R to a top-five Cannes creative firm; expanded VML globally; unified Y&R and VML into VMLY&R (now VML) . |
| Wunderman (WPP) | Vice Chairman & COO | Aug 2000–Feb 2011 | Senior operating leadership in customer relationship management and digital . |
| Genesis Direct | Founding Partner; EVP & CMO | Jun 1996–Sep 2000 | Early digital omnichannel retail pioneer . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stagwell Global | Vice Chair | Oct 2023–present | Senior leadership in marketing holding company . |
| DoAble (Marketing consultancy) | Co‑Founder & Partner | n/a | Focus on branding, positioning, big ideas . |
| WPP plc | Senior Advisor (former) | n/a | Mentored and consulted across WPP . |
| Ethan Allen Interiors (NYSE: ETD) | Director | current | Only current public company directorship disclosed . |
| UNCF | Director | current | Community service role . |
| Special Olympics (International) | Executive Board | current | Community service role . |
Board Governance
- Independence: The Board determined Sable is independent under NYSE and SEC rules; only independent directors serve on the three standing committees .
- Committee assignments and chairs: Member of Audit (20 meetings in FY2024), Compensation (7 meetings), and Nominating (7 meetings); committee chairs are Spiegel (Audit), McMillan (Compensation), and Page (Nominating) .
- Attendance: In FY2024 the Board held 5 meetings and Board committees held 34; each director attended at least 75% of the aggregate meetings on which they served; aggregate Board/Committee attendance was 99% .
- Lead independent director: Noel J. Spiegel; duties include presiding over independent sessions, agenda input, and schedule approval .
- Overboarding & education: Policy limits retired directors to ≤4 public boards; Sable currently serves on AEO and ETD, within limits. Directors completed >200 hours of continuing education in FY2024, including Sable’s HBS programs .
Fixed Compensation
| Fiscal Year | Cash Fees (incl. base + committee fees + any meeting fees) | All Other Compensation | Notes |
|---|---|---|---|
| 2024 (FY ended 2/1/2025) | $160,000 | $5,000 (matching gifts) | AEO director fee schedule: $65,000 annual retainer; +$20,000 per committee; committee chair premia: Audit $40,000, Compensation $30,000, Nominating $25,000; $2,500 per additional meeting; no program changes in FY2024 . |
Director compensation is reviewed by the Compensation Committee with advice from independent consultant FW Cook; only non‑employee directors receive director compensation .
Performance Compensation
| Fiscal Year | Equity Awards (Grant-date fair value) | Structure | Vesting/Timing | Deferrals Outstanding |
|---|---|---|---|---|
| 2024 (FY ended 2/1/2025) | $200,000 | Automatic fully vested stock grant each quarter equal to $50,000 based on first day’s closing price | Fully vested at grant each quarter; directors may elect to defer into stock units | 45,521 deferred stock units outstanding as of 2/1/2025 |
AEO’s policy allows directors to defer up to 100% of quarterly stock grants into share units; Sable held 45,521 deferred units (incl. dividend equivalents) as of Feb 1, 2025 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Related Party Considerations |
|---|---|---|---|
| Ethan Allen Interiors (NYSE: ETD) | Director | Not disclosed in AEO proxy | No AEO‑disclosed related‑party transactions involving Sable; Board affirmed his independence after reviewing NYSE/SEC independence criteria . |
Expertise & Qualifications
- 30+ years in digital leadership and marketing communications; strategic insight across disciplines and geographies .
- HBS Corporate Director Certificate (2024) and HBS Advanced Corporate Director Seminar (2025) .
- Recognition: NACD Top 100 (2024); Advertising People of the Year – Industry Legend Award (2025) .
Equity Ownership
| Holder | Common Stock | Right to Acquire (within 60 days; includes deferred units) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| David M. Sable | 48,733 | 45,521 | 94,254 | <1% |
Director ownership guideline: ≥5x annual cash retainer ($325,000). As of record date, each director, including Sable, exceeded the guideline; options do not count, deferred units do count .
Governance Assessment
- Board effectiveness and engagement: Multi‑committee service (Audit, Compensation, Nominating) positions Sable at the center of financial reporting, pay oversight, and board refreshment; committees met 20/7/7 times respectively in FY2024, indicating high workload and oversight cadence . Attendance thresholds were met by all directors; aggregate attendance reached 99% .
- Independence and conflicts: Board affirmed Sable’s independence under NYSE/SEC rules. No Sable‑specific related‑party transactions disclosed; Audit Committee (of which Sable is a member) reviews related‑party transactions and oversees cybersecurity and AI risks .
- Compensation alignment: Director pay mixes cash and equity, with quarterly fully‑vested stock aligning directors with shareholders; Sable received $160,000 cash and $200,000 equity in FY2024; modest matching gifts ($5,000) .
- Ownership and alignment: Beneficial ownership and deferred units (45,521) demonstrate ongoing equity exposure; directors are subject to robust stock ownership requirements, which Sable meets; hedging and pledging are prohibited .
- Shareholder signals: Say‑on‑pay support was 95% in 2024 (for FY2023 compensation), reflecting broad investor approval of compensation governance; the Compensation Committee employs an independent advisor (FW Cook) and maintains a clawback policy for executives, signaling strong pay governance .
- Overboarding and time commitment: AEO’s overboarding policy limits retired directors to four public boards; Sable’s disclosed public board roles (AEO, ETD) are within limits; the Board emphasizes ongoing director education, which Sable has actively pursued .
RED FLAGS: None disclosed specific to Sable (no related‑party transactions, hedging/pledging prohibited, independence affirmed). Ongoing monitoring warranted given his Audit Committee role and the company’s related‑party leases with the CEO’s affiliates (oversight resides with the Audit Committee) .