AEO names new CFO, reaffirms 2026 guidance
American Eagle Outfitters, Inc. announced a planned chief financial officer transition and reaffirmed its second quarter and full-year fiscal 2026 guidance.
Rhea-AI Filing Summary
American Eagle Outfitters, Inc. announced a planned chief financial officer transition and reaffirmed its second quarter and full-year fiscal 2026 guidance. Mike Mathias will step down as Executive Vice President and Chief Financial Officer on August 3, 2026, becoming a full-time Strategic Advisor to CEO Jay Schottenstein through July 30, 2027. The Board appointed Ravi Thanawala, formerly a senior finance leader at Papa John’s and Nike, as the new Executive Vice President, Chief Financial Officer and Principal Financial Officer effective the same date.
Thanawala’s offer package includes a $1,000,000 annual base salary, an annual bonus opportunity targeted at 100% of salary and capped at 200%, and 2026 equity grants consisting of a $750,000 stock option award, $500,000 in time-based restricted stock units, and $1,250,000 in performance-based restricted stock units with payout ranging from 0% to 150% of target over three years. He will also receive a $1,000,000 cash sign-on bonus paid in two installments, subject to repayment conditions, and restricted stock units valued at $1,500,000 that vest over two years. Mathias will remain a full-time employee during the transition, retaining salary, benefits and a 2026 bonus opportunity, and will be treated as retired for outstanding equity upon departure under specified conditions.
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Insights
AEO outlines structured CFO succession with market-level pay and equity.
The company is executing an orderly CFO transition, keeping Mike Mathias in a strategic advisor role through July 30, 2027 while appointing experienced retail finance executive Ravi Thanawala as successor. Keeping Mathias full-time during the handover aims to preserve continuity in financial leadership.
Thanawala’s package combines a $1,000,000 base salary, a bonus targeted at 100% of salary, and a mix of stock options, time-based and performance-based restricted stock units over multi‑year vesting periods. This structure ties a large portion of compensation to long-term company performance rather than guaranteed cash.
Sign-on cash and equity awards are framed as replacement for forfeited compensation from his prior employer and are subject to prorated repayment or vesting conditions. Non-compete and non-solicitation covenants, with salary continuation if the non-compete is enforced, add protection for the company’s interests without changing its previously issued 2026 financial guidance, which has been reaffirmed.
8-K Event Classification
Key Figures
Key Terms
performance-based restricted stock unit financial
change in control agreement financial
non-competition covenant financial
forward-looking statements regulatory
Private Securities Litigation Reform Act of 1995 regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What CFO leadership changes did American Eagle Outfitters (AEO) announce?
Who is incoming AEO CFO Ravi Thanawala and what is his background?
What are the key compensation terms for new AEO CFO Ravi Thanawala?
What sign-on incentives will AEO provide to new CFO Ravi Thanawala?
How will outgoing CFO Mike Mathias be compensated during the transition at AEO?
Did American Eagle Outfitters change its financial outlook with this CFO transition?
What severance and non-compete protections apply to AEO’s new CFO?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure of Chief Financial Officer
On July 1, 2026, American Eagle Outfitters, Inc. (the “Company”) announced that Michael Mathias will transition from his positions as Executive Vice President – Chief Financial Officer and Principal Financial Officer of the Company to a non-officer role as Strategic Advisor to the Chief Executive Officer of the Company, Jay Schottenstein, effective August 3, 2026 (the “Transition Date”).
The Company thanks Mr. Mathias for his contributions and leadership during his tenure as Chief Financial Officer.
Appointment of Chief Financial Officer
On June 30, 2026, the Board of Directors of the Company (the “Board”) appointed Ravi Thanawala to serve as Executive Vice President – Chief Financial Officer and Principal Financial Officer of the Company, effective as of the Transition Date.
Mr. Thanawala previously served as Chief Financial Officer and President, North America for Papa John’s International, Inc. Prior to that, he held various leadership positions at Nike, Inc., including Chief Financial Officer of Converse and Chief Financial Officer of Nike North America. Prior to Nike, Inc., Mr. Thanawala spent eight years at ANN INC. with progressively increasing responsibilities in finance and operations.
There are no arrangements or understandings between Mr. Thanawala and any other persons pursuant to which he was selected as an officer of the Company, and there are no transactions involving Mr. Thanawala requiring disclosure under Item 404(a) of Regulation S-K.
Compensatory Arrangements
In connection with his appointment, the Company entered into an offer letter with Mr. Thanawala on June 27, 2026, which will become effective as of the Transition Date. The offer letter provides for (i) an annual base salary of $1,000,000; and (ii) eligibility to earn an annual incentive compensation bonus with a target opportunity equal to 100% of eligible earnings (i.e., base salary actually paid during the applicable fiscal year) and a maximum opportunity of 200% of eligible earnings.
The offer letter also provides that, in lieu of the ordinary course annual equity grant in respect of the Company’s fiscal year 2026, upon the commencement of his employment, Mr. Thanawala will be granted (i) a stock option award with a grant date value of $750,000, which will vest in equal annual installments over three years from the grant date; (ii) a time-based restricted stock unit award covering a number of shares of the Company’s common stock determined by dividing $500,000 by the closing price of a share of the Company’s common stock on the grant date, which will vest in equal annual installments over three years from the grant date; and (iii) a performance-based restricted stock unit award with a target grant date value of $1,250,000, which will vest based on the Company’s achievement of the applicable performance goals over a three year performance period, with the vesting level ranging from 0% to 150% of target. Following fiscal year 2026, Mr. Thanawala will be eligible to participate in the Company’s annual equity grant program, with the size and composition of such awards to be determined in the discretion of the Compensation Committee of the Board.
In addition, under the offer letter, Mr. Thanawala will be granted a sign on award in consideration of his equity awards, bonus and other compensation forfeited from his prior employer in connection with the commencement of his employment with the Company, consisting of a (i) cash bonus of $1,000,000, payable in two equal installments (with the first installment payable within the first two months following the commencement of his employment and the second installment payable in February 2027) and, pursuant to a repayment letter, subject to prorated repayment if Mr. Thanawala voluntarily terminates his employment or is terminated by the Company for gross misconduct or proven dishonesty within 24 months following the payment date of each installment; and (ii) a restricted stock unit award covering a number of shares of the Company’s common stock determined by dividing $1,500,000 by the closing price of a share of the Company’s common stock on the grant date, which will vest in two equal installments on the first and second anniversary of the grant date.
The offer letter further provides that, upon a termination of Mr. Thanawala’s employment by the Company without cause, subject to his execution and non-revocation of a customary release of claims, he will be entitled to receive cash severance in the form of continued base salary payments for up to 12 months and Company-paid COBRA premiums for continued health, dental and vision coverage during such period. The offer letter also provides that Mr. Thanawala will enter into the Company’s standard confidentiality, non-competition and intellectual property agreement, pursuant to which he will be subject to customary restrictive covenants, including a perpetual confidentiality covenant, a 12-month post-termination non-solicitation covenant with respect to the Company’s employees, and a 12-month post-termination non-competition covenant that may be enforced by the Company in its discretion. If the Company elects to enforce the non-competition covenant, Mr. Thanawala will be entitled to receive continued payment of his base salary for the duration of the restricted period (or portion thereof) that is not waived by the Company (which will be offset by any severance paid by the Company and will not be payable during any period of employment with another employer).
Additionally, the offer letter provides that Mr. Thanawala will be eligible to participate in the Company’s employee stock purchase plan, 401(k) plan, deferred compensation plan, relocation benefits (which are subject to a repayment letter providing for prorated repayment if Mr. Thanawala voluntarily terminates his employment or is terminated for violations of the Company’s Code of Ethics, Workplace Culture Policy or Work Rules within the 24-month period following the date of such repayment letter) and health and welfare benefit programs on terms generally applicable to similarly situated executive officers.
Mr. Thanawala is expected to enter into (i) a change in control agreement on terms and conditions materially consistent with those applicable to Mr. Mathias pursuant to his change in control agreement, as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026; and (ii) the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2017.
Transition Arrangements
In connection with Mr. Mathias’s transition, the Company and Mr. Mathias entered into a Transition Agreement on June 29, 2026, effective as of the Transition Date. Pursuant to the Transition Agreement, effective as of the Transition Date, Mr. Mathias will resign from his positions as Executive Vice President and Chief Financial Officer and from all other officer positions held with the Company and its subsidiaries, and will remain a full-time employee of the Company providing transition and strategic advisory services as the Strategic Advisor to the Chief Executive Officer (a non-officer position) through July 30, 2027. During the transition period, Mr. Mathias will continue to receive his current base salary, employee welfare benefits and annual bonus opportunity for fiscal year 2026, and thereafter will continue to receive his base salary and employee welfare benefits through the end of the transition period, but will not be eligible for any fiscal year 2027 annual bonus or any new equity awards.
The Transition Agreement further provides that, during the transition period, the Company may terminate Mr. Mathias’s employment only for cause, in which event he will not be eligible for any further payments or benefits under the Transition Agreement. The Transition Agreement also provides that, upon the earlier of July 30, 2027 and Mr. Mathias’s termination of employment for any reason other than by the Company for cause, in exchange for a release of claims and additionally, in light of Mr. Mathias’s retirement eligibility under the Company’s equity arrangements, he will be treated as having retired for purposes of his outstanding equity awards under the Company’s equity plans and award agreements (as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026) and shall receive reimbursement for COBRA premium payments to continue coverage under the Company’s health, dental, and vision plans in which Executive was participating in immediately prior to his separation from employment for a period of twelve months.. In addition, following the termination of his employment for any reason, Mr. Mathias’s existing non-compete agreement will remain in effect in accordance with its terms, and the Company will provide the payments contemplated by such non-compete agreement in accordance with its terms (as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 15, 2026).
| Item 7.01 | Regulation FD Disclosure. |
On July 1, 2026, the Company issued a press release announcing the appointment of Ravi Thanawala as Executive Vice President, Chief Financial Officer and Principal Financial Officer and the transition of Michael Mathias from Chief Financial Officer to Strategic Advisor. The press release also reaffirmed the Company’s second quarter and full-year 2026 financial guidance originally provided on May 28, 2026. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.
This Current Report on Form 8-K (including the Exhibits hereto) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in our Annual Report on Form 10-K for the year ended January 31, 2026, and in any subsequently-filed Quarterly reports on Form 10-Q, which have been filed with the Securities and Exchange Commission and are available on our website and on the Securities and Exchange Commission’s website (www.sec.gov). The Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated July 1, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AMERICAN EAGLE OUTFITTERS, INC. (Registrant) | ||||||
| Date: July 1, 2026 | By: | /s/ Beth M. Henke | ||||
| Beth M. Henke | ||||||
| Executive Vice President and Chief Legal Officer | ||||||
Exhibit 99.1
AEO Inc. Announces CFO Transition
Reaffirms Second Quarter and Full-Year Fiscal 2026 Guidance
July 1, 2026 – PITTSBURGH – (BUSINESS WIRE) – American Eagle Outfitters, Inc. (NYSE: AEO) today announced that after 25 years of service, Mike Mathias, Executive Vice President – Chief Financial Officer will transition to serve as a full-time non-executive strategic advisor to Jay Schottenstein, Executive Chairman of the Board and Chief Executive Officer, effective August 3, 2026.
Ravi Thanawala will succeed Mathias as Executive Vice President - Chief Financial Officer, also effective August 3, 2026. To ensure a seamless leadership transition, Mathias will collaborate closely with Thanawala through the remainder of AEO’s 2026 fiscal year and continue supporting Schottenstein through July 30, 2027.
“I want to extend my immense appreciation to Mike for his exceptional leadership and dedicated service. Mike’s history with AEO runs incredibly deep. He began his career with the company in 1998, and though his professional journey took him elsewhere for a time, his love for AEO’s brands and people ultimately brought him back in 2017, where his significant impact led to his promotion to CFO in 2020. Throughout his tenure, he has successfully guided our organization through a rapidly evolving retail landscape and a period of significant growth, which is why I’ve asked Mike to step into the role of strategic advisor to me. Mike’s financial expertise and strategic foresight have been instrumental in strengthening the foundation of our business, driving long-term value and positioning AEO for a bright future,” said Jay Schottenstein.
Schottenstein continued, “We are pleased to welcome Ravi Thanawala to the executive team. His extensive retail background, dynamic leadership style and proven track record of delivering operational excellence for consumer-facing brands will position us well for long-term success.”
“I am incredibly proud of the financial and operational milestones we have achieved during my time as CFO,” said Mike Mathias. “I want to thank Jay, the Board of Directors and my colleagues for their partnership and extend my appreciation to our exceptional finance team for their dedication and resilience. I leave the finance function in highly capable hands, backed by the deep bench strength of our talented leaders–and I have full confidence in AEO’s continued momentum in the marketplace as I support a smooth transition.”
Incoming Executive Vice President - Chief Financial Officer, Ravi Thanawala said, “American Eagle Outfitters, Inc. has been a premier specialty retailer for generations with longstanding market leadership, and I am honored to step into the role as CFO. I have long admired AEO’s powerful portfolio of beloved lifestyle brands, including American Eagle and Aerie, as well as the disciplined financial foundation and strong operational framework that Jay, Mike and the team have established. My immediate priority is working with Mike to ensure a seamless transition that maintains organizational momentum. Looking ahead, I am excited to partner with Jay and leadership to accelerate long-term strategic initiatives, maintain financial discipline and unlock new avenues for profitable growth that will help to maximize value for our shareholders.”
In addition, AEO today reaffirmed its second quarter and full-year 2026 financial guidance, as previously announced in its earnings release on May 28, 2026.
* * * *
About Ravi Thanawala
Ravi Thanawala was appointed the Chief Financial Officer and President, North America of Papa John’s International, Inc. in November 2025 after serving as Chief Financial Officer and EVP, International since September 2024. Thanawala also served as Papa John’s Interim Chief Executive Officer from March 2024 to August 2024, after joining the company as Chief Financial Officer in July 2023. He previously held the role of Chief Financial Officer of Nike North America at Nike, Inc. from June 2020 to July 2023. From 2018 to 2020, Thanawala also served as the Global VP and CFO of the Converse brand. In addition, he was the Global VP of Retail Excellence from 2016 to 2018. Prior to Nike, Inc., Thanawala spent eight years at ANN INC. with progressively increasing responsibilities in finance and operations. He served in the finance leadership role for LOFT; led ANN INC’s Asia operations, global logistics and international trade based in Hong Kong; and rose to the position of CFO of the ANN INC. business, a subsidiary of Ascena Retail Group, Inc.
About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer with a portfolio of beloved apparel brands including American Eagle, Aerie, OFFL/NE by Aerie, Todd Snyder and Unsubscribed. Rooted in optimism, inclusivity and authenticity, AEO’s brands empower every customer to celebrate their unique personal style by offering casual, comfortable, timeless outfitting and high-quality products that are made to last.
AEO Inc. operates stores in the United States, Canada and Mexico, with merchandise available in more than 30 countries through a global network of license partners. Additionally, the company operates a robust e-commerce business across its brands. For more information, visit aeo-inc.com.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This release and related statements by management contain forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), which represent management’s expectations or beliefs concerning future events, including, without limitation, expected results for the second quarter and full-year fiscal 2026. Words such as “outlook,” “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “may,” “potential,” and similar expressions may identify forward-looking statements, although not all forward-looking
statements contain these identifying words. All forward-looking statements made by the company are inherently uncertain because they are based on assumptions and expectations concerning future events and are subject to change based on many important factors, some of which may be beyond the company’s control. Except as may be required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future events or otherwise and even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. The following factors, in addition to the risks disclosed in Item 1A., Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and in any other filings that we may make with the Securities and Exchange Commission, in some cases have affected, and in the future could affect, the company’s financial performance and could cause actual results to differ materially from those expressed or implied in any of the forward-looking statements included in this release or otherwise made by management: the risk that the company’s operating, financial and capital plans may not be achieved; our inability to anticipate fluctuations in customer demand and respond to changing consumer preferences and fashion trends and to manage our inventory commensurately; the seasonality of our business; our inability to achieve planned store financial performance and gain market share in the face of declining shopping center traffic or attract customers to our stores; our inability to react to raw material cost, labor and energy cost increases; our inability to respond to changes in e-commerce and leverage omni-channel capabilities; our inability to execute on our key business priorities; our inability to expand internationally; difficulty with our international merchandise sourcing strategies; the impact that foreign trade issues, including import tariffs and other trade restrictions imposed by the U.S., China or other countries have had, and may continue to have, on our product costs, as well as continued uncertainty with respect to tariffs and other trade restrictions, the possibility that product costs may be affected by other foreign trade issues, such as currency exchange rate fluctuations, increasing prices for raw materials, supply chain issues, the potential for a trade war, political instability or other reasons; challenges with information technology systems, including safeguarding against security breaches; changes to U.S. or other countries’ trade policies and tariff and import/export regulations, and global economic, public health, social, political and financial conditions, and the resulting impact on consumer confidence and consumer spending, as well as other changes in consumer discretionary spending habits, which could have a material adverse effect on our business, results of operations and liquidity.
The use of the “company,” “AEO,” “we,” “us,” and “our” in this release refers to American Eagle Outfitters, Inc.
CONTACT
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