Marisa A. Baldwin
AMERICAN EAGLE OUTFITTERSAbout Marisa A. Baldwin
Executive Vice President and Chief Human Resources Officer (CHRO) at American Eagle Outfitters (AEO); hired in September 2021 and part of the executive leadership team that tied annual incentives to EBIT and long-term equity to relative TSR, reinforcing pay-for-performance . During her tenure, AEO delivered record revenue of $5.3B in FY2024 with adjusted operating income up 19% and an 8.3% adjusted operating margin, while annual incentives paid 110% for EBIT performance and 2022 PSUs vested at 85% on 3-year RTSR vs peers . Say-on-Pay support was ~95% for FY2023 compensation, indicating strong shareholder alignment .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $557,885 | $634,231 | $625,000 |
| Target Bonus (% of base) | 70% | 80% | 80% |
| Actual AIP Bonus Paid ($) | $0 | $1,014,769 | $550,000 |
Notes:
- No base salary increases in FY2024; increases delivered via long-term incentives .
Performance Compensation
Annual Incentive Plan (AIP)
| Year | Metric | Weighting | Company Target | Result | Payout |
|---|---|---|---|---|---|
| FY 2023 | EBIT (adjusted definition per CD&A) | 100% | Not disclosed (stretch: $385M) | $386M EBIT | 200% |
| FY 2024 | EBIT (adjusted definition per CD&A) | 100% | $445M | $452M EBIT | 110% |
- Target bonus opportunity for Baldwin: 80% of base in FY2023 and FY2024 .
Long-Term Incentives (LTI) – Structure and FY2024 Grants
- Mix: PSUs 50%, Stock Options 30%, RSUs 20% (grant-date target values) .
- PSU metric: 3-year Relative TSR vs peer group; 0–150% payout; capped at 100% if absolute TSR negative .
- FY2022 PSU outcome (3-year cycle ended FY2024): 85% of target (RTSR ~42nd percentile) .
FY2024 individual grant detail (grant date: April 4, 2024):
| Award Type | Shares/Units | Terms | Grant-Date Value ($) |
|---|---|---|---|
| PSUs (threshold/target/max) | 8,495 / 16,989 / 25,484 | 3-year cliff vest based on RTSR vs peer group | $492,511 |
| RSUs | 8,084 | Ratable vest over 3 years | $197,007 |
| Stock Options | 27,851 @ $24.37 strike; expire 4/4/2031 | Ratable vest over 3 years | $295,499 |
Vesting mechanics and supply calendar:
- RSUs vest annually over three years from grant (March 30, 2023 and April 4, 2024 awards) .
- Options vest annually over three years; 2022 grant expiring 3/30/2029, 2023 grant 3/30/2030, 2024 grant 4/4/2031 .
- PSUs cliff-vest after three years (performance-based) .
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance
| Date | Common Shares | Rights to Acquire (options/deferred units) | Total | Ownership Guidelines |
|---|---|---|---|---|
| Apr 15, 2024 | 7,641 | 41,141 | 48,782 | NEOs must hold 3x base salary; Baldwin (hired Sept-2021) on track; subject to trading restrictions until met |
| Apr 15, 2025 | 23,364 | 78,058 | 101,422 | NEO ownership guideline and retention rule (50% of after-tax shares) in effect |
Policies enhancing alignment and reducing hedging risk:
- Prohibition on hedging and pledging of company stock .
- Clawback policy compliant with SEC/NYSE; covers erroneously awarded incentive pay; award forfeiture provisions in stock plan .
Outstanding Equity at FY2024 Year-End (as of 2/1/2025)
| Instrument | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Stock Options (9/13/2021 grant) | 7,455 | — | $27.01 | 9/13/2028 |
| Stock Options (3/30/2022 grant) | 22,047 | 11,024 | $17.24 | 3/30/2029 |
| Stock Options (3/30/2023 grant) | 14,124 | 28,249 | $13.17 | 3/30/2030 |
| Stock Options (4/4/2024 grant) | — | 27,851 | $24.37 | 4/4/2031 |
| RSUs (unvested) | — | 7,995 (2023 grant) | — | 3-year ratable |
| RSUs (unvested) | — | 8,283 (2024 grant) | — | 3-year ratable |
| PSUs (target, unearned) | — | 26,781 (2023 PSU cycle) | — | 3-year cliff on RTSR |
| PSUs (target, unearned) | — | 17,407 (2024 PSU cycle) | — | 3-year cliff on RTSR |
Insider selling pressure watch-outs:
- Scheduled RSU/option vesting annually; PSU cliffs at cycle end—these create periodic supply but are governed by anti-hedging/pledging policies and ownership/retention rules .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment status | No fixed-term employment contract; at-will; no multi-year guarantees . |
| Non-compete / Non-solicit | Non-compete for 12 months (company may continue base pay up to 12 months if enforced); 18-month non-solicit; 30-day resignation notice; confidentiality and IP covenants . |
| Severance (non‑CIC) | If terminated without Cause: cash severance equal to 1x base salary; AIP may be paid to extent goals were met; example at FY2024: base $625,000; AIP $550,000; health-care $24,680 . |
| Change‑in‑Control (CIC) | Double-trigger; if terminated without Cause or for Good Reason within 18 months post-CIC: lump sum 1.5x (base + target bonus), pro-rated target bonus, up to 12 months COBRA subsidy; equity vests per award agreements (RSUs/options vest; PSUs typically at target unless otherwise provided) . |
| CIC example (FY2024 basis) | Base multiple: $1,687,500; target bonus: $500,000; option acceleration value: $83,900; RSU $306,082; PSU $955,077; COBRA $24,680; total illustrated: $3,557,238 . |
| Clawback | Incentive compensation subject to recovery on restatement; additional forfeiture for misconduct under 2023 Plan . |
| Tax gross‑ups | No change‑in‑control tax gross-ups . |
Compensation and Ownership Tables (Multi-Year)
Summary Compensation (Marisa A. Baldwin)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 557,885 | 634,231 | 625,000 |
| Stock Awards ($) | 455,010 | 525,006 | 689,518 |
| Option Awards ($) | 195,002 | 225,001 | 295,499 |
| Non-Equity Incentive Plan ($) | — | 1,014,769 | 550,000 |
| All Other Compensation ($) | 1,955 | 49,750 | 77,985 |
| Total ($) | 1,209,852 | 2,448,756 | 2,238,002 |
Beneficial Ownership (Marisa A. Baldwin)
| As of | Common | Rights to Acquire | Total |
|---|---|---|---|
| Apr 15, 2024 | 7,641 | 41,141 | 48,782 |
| Apr 15, 2025 | 23,364 | 78,058 | 101,422 |
Governance, Committee Practices, and Say‑on‑Pay
- Compensation Committee is fully independent and advised by FW Cook; robust checklist of good practices, including no dividends on unearned PSUs/RSUs and double-trigger CIC vesting .
- Say‑on‑Pay support: ~95% approval for FY2023; program emphasizes performance, competitiveness, affordability, transparency .
Investment Implications
- Pay-for-performance alignment is clear: AIP is 100% tied to EBIT (quantitative and controllable), while 50% of LTI is PSU linked to 3-year RTSR—driving focus on profitable growth and shareholder returns; FY2023 200% and FY2024 110% AIP outcomes reflect performance variance, while the FY2022 PSU at 85% indicates moderate relative TSR over that cycle .
- Retention risk appears controlled: non-compete with pay continuation, double-trigger CIC with market-standard 1.5x multiple, strong clawback and anti-hedging/pledging policies, and ownership/retention requirements that limit near-term selling pressure .
- Supply overhang is predictable: RSUs and options vest annually over three years; PSUs cliff at cycle end—monitor March 30 and April 4 anniversary dates for potential incremental liquidity, subject to policy constraints and trading windows .
- Alignment/skinning-the-game improving: total beneficial ownership (including rights) more than doubled from 2024 to 2025, with Baldwin on track for 3x salary ownership guideline and subject to retention requirements until achieved .