Michael A. Mathias
AMERICAN EAGLE OUTFITTERSAbout Michael A. Mathias
Michael A. Mathias is Executive Vice President and Chief Financial Officer of American Eagle Outfitters, appointed April 20, 2020; he previously served as AEO’s SVP of FP&A (2017–2020) and earlier held roles across finance and operations since 1998 . His background includes VP FP&A at General Nutrition Centers (2016–2017), President/Managing Partner at SY Ventures (2014–2016), and an early career at The May Company; he holds a B.S. from Carnegie Mellon and an MBA from the University of Pittsburgh; he was age 45 at appointment . Under AEO’s three-year “Powering Profitable Growth” plan, fiscal 2024 delivered record revenue ($5.3B), adjusted operating income up 19%, and adjusted operating margin expanding 120 bps to 8.3%; EBIT of $452M exceeded target and drove a 110% AIP payout, while fiscal 2022 PSUs paid at 85% based on RTSR at the 42nd percentile .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Eagle Outfitters | EVP & CFO | Apr 2020–present | Led profit improvement initiative, instilled profitable growth and continuous improvement; oversees all finance functions . |
| American Eagle Outfitters | SVP, FP&A | 2017–2020 | Built FP&A discipline; supported execution through COVID-19 and set foundations for profitable growth . |
| General Nutrition Centers | VP, FP&A | 2016–2017 | Led FP&A at a national retailer; broadened multi-format retail finance experience . |
| SY Ventures | President & Managing Partner | 2014–2016 | Leadership and investment/operational experience . |
| The May Company | Finance roles | Pre-1998 | Early retail finance training . |
External Roles
- None disclosed for public company boards; Mathias signs AEO earnings 8-Ks as CFO .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $779,808 | $907,692 | $900,000 |
| Target Bonus (% of Salary) | 90% | 100% | 100% |
| Summary Compensation ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards | $1,049,985 | $1,120,004 | $1,309,020 |
| Option Awards | $450,001 | $479,997 | $561,004 |
| Non-Equity Incentive (AIP) | — | $1,815,384 | $990,000 |
| All Other Compensation | $10,154 | $13,962 | $12,938 |
| Total | $2,289,948 | $4,337,039 | $3,772,961 |
Performance Compensation
| Annual Incentive Plan (AIP) | FY 2023 | FY 2024 |
|---|---|---|
| Metric | EBIT | EBIT |
| Target ($M) | — | $445 |
| Actual ($M) | $386 (above stretch) | $452 |
| Payout (%) | 200% | 110% |
| Payout ($) | $1,815,384 | $990,000 |
| FY 2024 Equity Grants (Award mix and mechanics) | Detail |
|---|---|
| PSUs (50% of LTI $) | Target grant $935,014; RTSR vs peer group over FY 2024–FY 2026; vest 0–150% (25th/50th/75th percentile thresholds); capped at 100% if absolute TSR negative . |
| RSUs (20% of LTI $) | Grant $374,006; three-year ratable vesting; dividend equivalents reinvested and paid only on vesting . |
| Stock Options (30% of LTI $) | Grant $561,004; 52,875 options at $24.37 strike; three-year ratable vesting . |
| FY 2024 Grant Counts | Threshold | Target | Max |
|---|---|---|---|
| PSUs (#) | 16,127 | 32,253 | 48,380 |
| RSUs (#) | — | 15,347 | — |
| Options (#) | — | — | 52,875 |
| Prior PSU Performance | FY 2020 PSUs | FY 2022 PSUs |
|---|---|---|
| RTSR percentile | 96% of target payout implied | 42nd percentile (85% payout) |
| Shares earned (#) | — | 34,584 shares (Mathias; incl. accrued dividends) |
| Option/RSU Vesting and Realization (FY 2024) | Mathias |
|---|---|
| Shares vested (RSUs/PSUs) | 31,892 shares; value realized $769,902 (net 19,941 after tax withholding) . |
| Option exercises | None in FY 2024 (Mathias) . |
Equity Ownership & Alignment
| Beneficial Ownership | As of Apr 1, 2022 | As of Apr 1, 2023 |
|---|---|---|
| Common Stock Owned | 27,183 | 69,170 |
| Right to Acquire (options within 60 days + deferred units) | 26,773 | 76,319 |
| Total | 53,956 (<1%) | 145,489 (<1%) |
| Outstanding Equity Awards at FY 2024 Year-End (Jan 31, 2025) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (6/4/2017 award) | 40,471 | — | $12.33 | 6/4/2027 |
| Options (4/9/2018 award) | 31,731 | — | $32.58 | 4/9/2028 |
| Options (3/30/2022 award) | 50,878 | 25,439 | $17.24 | 3/30/2029 |
| Options (3/30/2023 award) | 30,131 | 60,264 | $13.17 | 3/30/2030 |
| Options (4/4/2024 award) | — | 52,875 | $24.37 | 4/4/2031 |
| RSUs not vested | 17,053 shares (2023 grant) | — | — | — |
| RSUs not vested | 15,725 shares (2024 grant) | — | — | — |
| PSUs unearned (2023 cycle) | 57,133 target | — | — | — |
| PSUs unearned (2024 cycle) | 33,047 target | — | — | — |
- Ownership guidelines: 3× base salary for NEOs; Mathias is on track to comply and subject to trading restrictions until met .
- Anti-hedging/pledging: Strict prohibition on hedging and pledging/margin accounts; no shares pledged .
- Alignment: Options granted in 2024 are out-of-the-money versus $16.14 closing price on Jan 31, 2025, reducing near-term exercise/selling pressure .
Employment Terms
| Item | Terms |
|---|---|
| Change-in-Control (CIC) | Double-trigger; 1.5× base salary + target bonus; prorated target bonus; 12 months COBRA premium reimbursement; full vesting of RSUs; PSUs settle based on achieved or target level; options fully vest if not assumed . |
| Severance Scenarios (as of FY 2024) | Death/Disability: total estimated $3,452,549; Retirement: $2,462,549; Termination without Cause: $4,377,229; CIC double-trigger: $6,446,393 (assumes target-level treatment per plan) . |
| Non-compete/Non-solicit | Non-compete: 12 months; non-solicit: 18 months; Company may continue base salary up to 12 months if enforcing non-compete; forfeiture of unvested equity on breach . |
| Clawback | SEC/NYSE-compliant clawback for erroneously awarded incentive-based comp; additional misconduct-related forfeiture in 2023 Stock Plan . |
| Hedging/Pledging Policy | No hedging or pledging permitted . |
| Contract Term | No fixed-term employment contract; no guaranteed multi-year increases or awards . |
Compensation Structure Analysis
- Mix: High variable pay—AIP tied 100% to EBIT; LTI 50% PSUs (RTSR), 30% options, 20% RSUs—tight pay-for-performance linkage .
- Annual outcomes: FY 2023 stretch EBIT drove 200% AIP; FY 2024 above-target EBIT delivered 110% AIP; PSUs earned at 85% for the 2022 cycle, evidencing moderate relative TSR .
- Governance: No CIC tax gross-ups; double-trigger vesting; clawback; robust ownership guidelines; strong say-on-pay support (95% for FY 2023) .
Say-on-Pay & Shareholder Feedback
| Fiscal Year Proposal | Approval |
|---|---|
| FY 2023 Executive Compensation | 95% support |
| FY 2022 Executive Compensation | 94% support |
| FY 2021 Executive Compensation | 92% support |
Expertise & Qualifications
- Credentials: 20+ years in retail finance and operations; deep AEO institutional knowledge; formal FP&A leadership; advanced degrees (CMU B.S., University of Pittsburgh MBA) .
- Strategic execution: Led profit improvement and continuous improvement office; supported margin expansion and cash generation within Powering Profitable Growth .
Investment Implications
- Alignment and incentives: Strong linkage of cash incentives to EBIT and long-term incentives to RTSR should keep focus on profitability and shareholder returns; high say-on-pay support reduces governance overhang .
- Selling pressure: As of FY 2024 year-end, options at $24.37 strike remain out-of-the-money versus $16.14, limiting near-term exercise pressure; RSU vesting is ratable, smoothing supply; PSUs cliff vest post FY 2026 based on RTSR, creating a potential event around settlement but tied to relative performance .
- Retention risk: Double-trigger CIC economics and enforceable non-compete/non-solicit lower near-term departure risk; absence of tax gross-ups and clawback provisions reflect shareholder-friendly design .
- Watch items: Track EBIT progression vs AIP goals, TSR relative to the peer set for PSU cycles, and ownership guideline progress (Mathias “on track” and subject to trading restrictions) .