American Eagle Outfitters, Inc.
Nominating and Corporate Governance Committee Charter

I. Purpose

The purpose of the Nominating and Corporate Governance Committee is to aid the Board of Directors in meeting its responsibilities with regard to the organization and operation of the Board.  Among other things, the Committee shall:

  • Evaluate Board procedures and performance,
  • Review and make recommendations regarding Board and committee composition,
  • Recommend all nominees for director to the full Board for approval,
  • Oversee the Company’s policies and practices relating to social corporate responsibility and
  • Review current developments in corporate governance.  

II. Membership and Structure

The Nominating and Corporate Governance Committee shall be comprised of three or more directors, each of whom shall meet the independence requirements as defined in the applicable rules for NASDAQ-traded issuers. Appointment to the Committee shall be made on an annual basis by the full Board upon recommendation of the Committee. Members of the Committee shall designate the Chair of the Committee. Meetings of the Committee shall be held at such times and places as the Committee shall determine, with regular meetings held quarterly. The Chair of the Committee shall report on activities of the Committee to the full Board and is responsible for the calendar, agenda and timely distribution of materials. In fulfilling its responsibilities, as set forth below, the Committee shall have authority to delegate its authority to subcommittees, including subcommittees consisting solely of one or more persons, in each case to the extent permitted by applicable law.

III. Responsibilities

The Nominating and Corporate Governance Committee shall:

1.       Review the appropriate skills and characteristics required of Board members in the context of the background of existing members and in light of the perceived needs for the future development of the Company’s business, including issues of diversity and experience in different substantive areas such as retail operations, marketing, technology, distribution, real estate and finance.

2.       Make recommendations to the Board regarding the size and composition of the Board.

3.       Review and make recommendations to the Board regarding committee assignments.

4.       Review and assess director independence, including a determination of any potential conflicts of interest.

5.       Establish procedures for the nomination process, and screen and recommend to the full Board candidates for election to the Board.

6.       Review and make appropriate recommendations to the Board concerning re-election of incumbent directors, including a review of the continued appropriateness of Board membership of directors who retire or change positions they hold when they came on the Board.

7.       Establish and monitor a policy that limits the number of other boards that a director can serve on.

8.       Plan for suitable replacements of retiring directors in advance of their departure from the Board.

9.       Nominate officers for election by the Board.

10.    Ensure the Chief Executive Officer in conjunction with management provide appropriate orientation to all new directors regarding company activities and operations.

11.    Facilitate the annual review of the Board as a whole and its individual member performance (i.e. attendance, involvement, contribution).

·         With the Chairman and CEO, evaluate the effectiveness of communications between management and the Board including meeting conduct and content, pre-meeting and between meeting briefing materials, post meeting follow-up, written information, reports, etc.

·         Regularly report back to the Board on findings and recommendations.

12.    Review succession planning for the Chief Executive Officer.

13.    Review and update the Board regarding Director’s liability.

14.    Establish Director stock ownership guidelines and monitor ongoing compliance.

15.    Review and report to the Board on a periodic basis with regards to matters of corporate governance.

16.    Review and assess annually the effectiveness of the Board's Corporate Governance Guidelines and recommend to the Board any proposed amendments or revisions thereto.

17.    Review this charter annually and recommend any proposed changes to the Board for approval.

18.    Review the performance of this Committee annually.

19.    Review the Company’s policies and practices relating to social corporate responsibility.

In fulfilling its responsibilities, the Nominating and Corporate Governance Committee shall have the authority, and shall be afforded resources sufficient, to engage independent consultants or legal advisers when determined by the Committee to be necessary or appropriate. The Committee shall have sole authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.


Adopted March 10, 2004, Amended August 15, 2005, Amended November 15, 2005