AMERICAN EAGLE OUTFITTERS INC

Current Composition

Following the conclusion of the 2026 Annual Meeting, the Company’s Board will consist of six directors: Jay L. Schottenstein (Executive Chairman of the Board and Chief Executive Officer), Deborah A. Henretta, Cary D. McMillan, Janice E. Page, David M. Sable, and Noel J. Spiegel. Five of the six continuing directors are independent under applicable NYSE listing standards and SEC rules. This size is smaller than the Board’s historical composition and reflects two departures:

The current composition is transitional. The Board intends to return to a composition of at least seven directors as described below. In evaluating the functioning of the Board at its current size while executing its search plan, the Board has considered: the importance of active, engaged participation by all directors and the benefits of focused deliberation and clear accountability in effective Board work for AEO and has determined that the current composition is appropriate at this time.

Board Enhancement

The Nominating Committee, working with an independent executive search firm, is conducting a formal search for additional independent directors to be added to the Board during Fiscal 2026. The Nominating Committee is focused on identifying candidates who bring relevant operating experience and a demonstrated ability to contribute effectively in dynamic environments, while also maintaining flexibility to add exceptional director talent who will meaningfully enhance the Board’s collective strength and overall effectiveness.

The Nominating Committee expects that this process will result in the addition of at least one new independent director within the next twelve months, with the aim of returning to a Board of at least seven directors in Fiscal 2026. The Nominating Committee recognizes the value in having a Board comprised of directors with varied professional experience, industry and functional expertise, tenure, and personal backgrounds and viewpoints and believes that this intentional consideration contributes to more rigorous and well-informed decision-making.

CORPORATE GOVERNANCE

Director Skills & Experience Matrix

The following matrix summarizes the current competencies and experience represented on the Board.

Directors are not required to possess expertise in every area reflecting in the matrix, and the matrix should be read as a portfolio of capabilities not as an individual scorecard. This perspective reflects the Board’s view that specific functional areas are most effectively governed through the collective capabilities of the Board rather than through a single-purpose specialist director. The matrix reflects the Board’s current competencies and experience, which are considered holistically alongside evolving strategic needs.

The Board also expects every successful candidate to embrace the following foundational qualifications:

Director Recommendations & Nominations

The Nominating Committee is responsible for identifying and recommending candidates for Board membership. Candidates may come to the attention of the Nominating Committee from a variety of sources, including current Board members, stockholders, management, and external search firms. All candidates are reviewed in the same manner, regardless of the source of the recommendation. The Nominating Committee will consider, in the normal course, the recommendations of stockholders regarding potential director candidates and, in doing so, will consider the needs of the Board and the qualifications of each candidate. Stockholders may recommend potential director candidates for consideration by the Nominating Committee by submitting the recommendation in writing to the Chair of the Nominating Committee, in care of the Company, at the Company’s principal executive offices at 77 Hot Metal Street, Pittsburgh PA 15203.

CORPORATE GOVERNANCE

Additionally, stockholders may nominate candidates to the Board pursuant to certain procedural, informational, and consent requirements. See “Submission of Nominations and Proposals for the 2027 Annual Meeting” for information regarding the submission of director nominations.