2018 Guide to Effective Proxies

2.17.4 Compensation mix | 317 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES COMPENSATION DISCUSSION AND ANALYSIS How We Pay Our Executives and Why: Elements of Annual Compensation Our executive annual compensation program includes fixed components (base salary, benefits and limited executive perquisites) and variable components (annual bonus and long-term equity-based awards), with the heaviest weight generally placed on the variable, or “at-risk” components. For Fiscal 2017, the majority of our NEO’s compensation was weighted towards at-risk compensation, as shown by the charts below. Components of Total Annual Direct Compensation Chief Executive Officer Chief Financial Officer and Chief Operating Officer* * Average Global Brand Presidents S T O C K C A S H Base Salary 20% RSU 11% NSO 11% PSU 23% Bonus 35% Base Salary 19% Bonus 24% RSU 14% PSU 29% C A S H S T O C K T O T A L A T R I S K 8 1 % Bonus 29% Base Salary 33% RSU 9% PSU 20% S T O C K T O T A L A T R I S K 6 7 % T O T A L A T R I S K 8 0 % C A S H NSO 14% NSO 9% 2018 Proxy Statement | 35 AMERICAN EAGLE OUTFITTERS, INC.

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