Sujatha Chandrasekaran

About Sujatha Chandrasekaran

Sujatha Chandrasekaran, age 57, has served as an independent director of American Eagle Outfitters (AEO) since March 2018; she is currently an advisor and independent consultant in technology and consulting (since July 2022) . Her prior executive roles include Senior EVP & Chief Digital and Information Officer at CommonSpirit Health (2019–2022), Global Chief Digital and Information Officer at Kimberly-Clark (2016–2019), and Senior Vice President, Global Chief Technology and Data Officer at Walmart (2011–2016), with earlier leadership at The Timberland Company and Nestlé S.A. . She holds a B.E. from University of Madras, a Master of Business Systems from Monash University, and an Executive Development Education Certificate from London Business School; she is NACD.DC certified and has received governance and technology recognitions (e.g., NACD Directorship 100 in 2024; IDG CIO Hall of Fame in 2017) .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Sujatha Chandrasekaran is independent under NYSE and SEC rules; she also meets Audit Committee heightened independence standards .
• Committee assignments: Audit, Compensation, and Nominating committees; not a chair .
• Attendance and engagement: The Board and its Committees held 40 meetings in Fiscal 2024 with a 99% aggregate attendance rate; each director attended at least 75% of Board and applicable Committee meetings .
• Director education: AEO runs a robust director education program; Ms. Chandrasekaran received the NACD cybersecurity oversight CERT certification in 2023 .
• Risk oversight: The Audit Committee oversees cybersecurity and AI risk, receiving regular reports from the CISO and external experts; the Board reviews AI/data governance and responsible innovation practices .
• Overboarding guardrails: AEO limits directors retired from full-time employment to four public company boards (including AEO); her current total of four (AEO + Jabil + Brenntag + ATOS) is within policy .

Fixed Compensation

• Program structure: Non-employee directors receive cash fees and fully-vested quarterly stock grants; matching gifts up to $5,000 via AEO Foundation; travel and continuing education reimbursed .
• Fee schedule: Annual cash retainer $65,000; plus $20,000 per committee membership; chair retainers: Audit $40,000, Compensation $30,000, Nominating $25,000; Lead Independent Director $70,000; $2,500 per meeting for meetings beyond plan .
• Quarterly equity: Automatic fully-vested stock grant equal to $50,000 per quarter under the 2023 Stock Award and Incentive Plan; directors may defer into share units .

Performance Compensation

AEO does not use performance-based bonuses, PSUs, or options for director compensation; equity for directors is time-based and fully vested at grant .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep expertise in digital transformation, AI, cybersecurity, data governance, and global supply chain across retail, consumer, and healthcare sectors; recognized as an industry thought leader in digital business models and innovation .
• Governance credentials include NACD.DC certification and NACD cybersecurity oversight CERT certification (2023) .
• Risk management experience as an executive-level committee member (Enterprise Risk, Compliance, Privacy) across multiple companies .

Equity Ownership

Governance Assessment

• Strengths: Independent director with strong AI/cyber/data expertise directly aligned to Audit Committee oversight of cybersecurity and AI risks; serves on all three key committees, enhancing cross-committee perspective . High Board engagement with 99% aggregate attendance; robust director education program with recent cyber oversight certification . Director equity ownership is encouraged via quarterly grants and a 5x retainer guideline, with hedging/pledging prohibitions supporting alignment .
• Compensation governance: The Compensation Committee uses an independent consultant (FW Cook) with no other Company services; strong pay-for-performance culture at the executive level (use of EBIT and RTSR), supporting investor confidence in overall governance practices overseen by the Board and its committees .
• Potential watch items: Multiple public boards (AEO + Jabil + Brenntag + ATOS) imply meaningful time commitments; currently within AEO overboarding policy limits for retired directors, but continued monitoring of workload is prudent . No related-party transactions disclosed involving Ms. Chandrasekaran; AEO’s Audit Committee (which includes her) reviews related-party transactions, which primarily involve the CEO’s affiliates—effective oversight is a key governance responsibility .
• Independence and attendance: Independence affirmed; attendance thresholds met, supporting investor confidence in engagement and oversight effectiveness .