Janice E. Page
AMERICAN EAGLE OUTFITTERSAbout Janice E. Page
Janice E. Page (age 76) is an independent director of American Eagle Outfitters, Inc., serving since June 2004. She spent 27 years in apparel retailing at Sears, including Group Vice President (1992–1997), and holds a B.A. from Pennsylvania State University. At AEO, she is Chair of the Nominating Committee and serves on the Audit and Compensation Committees; she is designated an Audit Committee financial expert. She has no current public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sears, Roebuck & Co. | Group Vice President; launched direct-to-consumer business; oversaw key apparel/accessories categories | 1992–1997 (Group VP); 27-year company tenure | Retail operations and merchandising leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daveler Entrepreneurship Foundation; Daveler Scholarship Fund | Advisory Board Member | Not disclosed | Advises entrepreneurship programs at University of Florida, Florida Gulf Coast University, Florida Southwest University |
| Education Foundation of Collier County (Champions for Learning) & Center for Innovation | Advisor | Not disclosed | Community and education initiatives |
| R.G. Barry Corporation | Director (prior) | 2000–2014 | Corporate governance oversight |
| Hampshire Group, Limited | Director (prior) | 2009–2011 | Corporate governance oversight |
| Kellwood Company | Director (prior) | 2000–2008 | Corporate governance oversight |
| Glimcher Realty Trust | Trustee (prior) | 2001–2004 | REIT governance and mall/shopping center oversight |
Board Governance
- Independence: The Board determined Janice Page is independent under NYSE and SEC rules; all committee members are independent.
- Committee assignments and chair roles:
- Nominating Committee: Chair; responsibilities include board organization/operation, director selection, board evaluation, executive succession planning/leadership development, and social responsibility/sustainability oversight. Meets 7 times/year.
- Audit Committee: Member and Audit Committee financial expert; oversight of financial reporting integrity, auditor independence/performance, internal audit, compliance, ethics/compliance program, and review/approval of related-party transactions. Meets 20 times/year.
- Compensation Committee: Member; oversees and determines executive compensation, administers stock incentive plans, and recommends director compensation. Meets 7 times/year.
- Attendance and engagement:
- Aggregate Board/Committee attendance was 99% in Fiscal 2024; each director attended at least 75% of meetings.
- Director education: AEO provides robust continuing education; Ms. Page attended the Corporate Directors Exchange program in 2024.
- Board practices and structure:
- Executive sessions of independent directors occur with each regular Board meeting (≥4 annually); Lead Independent Director presides.
- Overboarding protections: retired directors generally limited to ≤4 public boards; policy overseen by Nominating Committee.
Fixed Compensation
| Fiscal Year | Cash Fees | Equity (Fully Vested Shares) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $185,750 | $200,000 | $5,000 (charitable matching) | $390,750 |
Director program structure (AEO-wide):
- Annual cash retainer: $65,000; committee membership retainer: $20,000 per committee; chair retainers: Audit $40,000; Compensation $30,000; Nominating $25,000; Lead Independent Director $70,000. Per-meeting fee: $2,500 for meetings in excess of planned number.
- Equity: Automatic quarterly grant of fully vested shares equal to $50,000 per quarter; directors may defer up to 100% of quarterly shares into share units.
Performance Compensation
- Directors do not receive performance-based equity (no PSUs or options) as part of director compensation; equity is granted as fully vested quarterly shares.
- Deferred equity: Ms. Page held 3,538 deferred stock units (including dividend equivalents) outstanding as of February 1, 2025.
Other Directorships & Interlocks
| Company | Current? | Role | Notes |
|---|---|---|---|
| None | — | — | No current public company directorships |
| Prior boards listed in “External Roles” | — | — | See prior directorships table |
Expertise & Qualifications
- Apparel retail operations and merchandising across diverse categories; launched direct-to-consumer business at Sears.
- Governance and committee leadership experience across multiple public companies; Audit Committee financial expertise designation.
- Ongoing governance education (Corporate Directors Exchange, 2024).
Equity Ownership
| Holder | Common Stock | Rights to Acquire (options exercisable within 60 days; deferred units incl. dividends) | Total Beneficial Ownership | Percent of Shares Outstanding |
|---|---|---|---|---|
| Janice E. Page (as of April 15, 2025) | 112,345 | 3,537 | 115,882 | * |
- Represents less than 1% of outstanding common stock (basis: 173,253,666 shares).
Stock ownership guidelines:
- Non-employee directors must hold AEO stock worth at least five times their annual cash retainer within five years of joining the Board; hedging and pledging of AEO stock are prohibited by policy.
Governance Assessment
- Board effectiveness: Page’s long tenure and sector expertise support continuity and institutional knowledge, balanced by active refreshment and robust education; her chair role on Nominating aligns with oversight of board composition, succession planning, and sustainability governance.
- Independence and conflicts: Independence affirmed; no related-party transactions disclosed involving Page. Audit Committee (with Page as member and financial expert) oversees and pre-approves related-party transactions, providing a check on conflicts (notably those involving CEO affiliates).
- Alignment and incentives: Director compensation mix blends cash with quarterly fully vested equity; ability to defer equity indicates tax/holding flexibility, while stock ownership guidelines promote alignment (5× retainer). Ms. Page’s FY2024 compensation totaled $390,750, with quarterly equity grants of $50,000 each.
- Attendance/engagement signals: Strong aggregate attendance (99%) and minimum individual attendance thresholds met; active continuing education.
- Risk indicators and red flags: No pledging/hedging allowed; overboarding limits in place; no Page-specific legal/related-party concerns disclosed. Ongoing say‑on‑pay support remains strong (95% approval in 2024 for FY2023), suggesting constructive investor sentiment toward governance/compensation frameworks.
Overall, Janice Page presents low governance risk with solid committee leadership (Nominating Chair) and audit expertise; continued vigilance on related-party transactions (Schottenstein affiliates) is mitigated by Audit Committee oversight.