DEF 14A of Gap Inc
Filed Apr 9, 2025 · FY20240000039911-25-000063
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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| ☑ Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
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| CHECK THE APPROPRIATE BOX: | | | ☐ | Preliminary Proxy Statement | | ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ☑ | Definitive Proxy Statement | | ☐ | Definitive Additional Materials | | ☐ | Soliciting Material Pursuant to §240.14a-12 |
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The Gap, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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| ☑ | No fee required | | ☐ | Fee paid previously with preliminary materials | | ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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| Notice of Annual Meeting of Shareholders |
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| DATE AND TIME | Tuesday, May 20, 2025 at 1:30 p.m., Eastern Time | | PLACE | Via the Internet at www.virtualshareholdermeeting.com/GAP2025 | | ITEMS OF BUSINESS | •Elect as directors the 11 director nominees named in this Proxy Statement; •Ratify the selection of Deloitte & Touche LLP as our independent accountant for the fiscal year ending on January 31, 2026; •Hold an advisory vote to approve the compensation of our named executive officers; and •Transact such other business as may properly come before the meeting. | | RECORD DATE | You must have been a shareholder of record at the close of business on March 21, 2025 to vote at the Annual Meeting. | | INTERNET AVAILABILITY | In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending them a notice with instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient, less costly and limits our impact on the environment. This Proxy Statement and our 2024 Annual Report to Shareholders are available at www.gapinc.com (follow the Investors, Financial Information, Annual Reports link). | | ATTENDING THE ANNUAL MEETING | You are entitled to attend the Annual Meeting, which will be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2025 on Tuesday, May 20, 2025 at 1:30 p.m., Eastern Time, and any adjournments or postponements thereof. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The platform for the virtual Annual Meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts. | | PROXY VOTING | Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. | | By Order of the Board of Directors, | | | | | | Julie Gruber Corporate Secretary April 8, 2025 | |
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References in this Proxy Statement to “Gap Inc.,” “the Company,” “we,” “us,” and “our” refer to The Gap, Inc. These proxy materials are being delivered in connection with the solicitation of proxies by the Board of Directors (the "Board") of The Gap, Inc. for use at our Annual Meeting of Shareholders to be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2025 on Tuesday, May 20, 2025, at 1:30 p.m., Eastern Time, and any adjournment or postponement thereof (the “Annual Meeting”). You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The platform for the Annual Meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the meeting starts. On or about April 8, 2025, we commenced distribution of our proxy materials to our shareholders entitled to vote at the Annual Meeting. The holders of our common stock at the close of business on March 21, 2025 (the “Record Date”) are entitled to one vote per share on each matter voted upon at the Annual Meeting or any adjournment or postponement thereof. As of the Record Date, there were 376,603,723 shares of common stock outstanding. For a period of at least 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during ordinary business hours by contacting Investor Relations at investor_relations@gap.com. In addition, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any validated shareholder during the meeting by following the instructions on the Annual Meeting website once they enter the meeting.
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| How to Vote Your Shares |
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You may vote your shares by Internet, mail or phone. If you vote by Internet or by phone, you will need to have a proxy card or voting instruction card, or the Notice of Internet Availability of Proxy Materials, in hand when you access the voting website or call to vote by phone. If you vote by Internet or phone, you do not need to return anything by mail. Specific voting instructions are found on the proxy card, voting instruction card, or the Notice of Internet Availability of Proxy Materials.
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| | | | | By Internet www.proxyvote.com (or scan the QR code on the proxy card or voting instruction card) | By Mail Sign and return a proxy card (for shareholders of record) or voting instruction card (for beneficial owners of shares) | By Phone 1-800-690-6903 | | During the Annual Meeting: www.virtualshareholdermeeting.com/GAP2025 | | |
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| | 2025 Proxy Statement |
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| Proposal 1 – Election of Directors (Page 1) |
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| | The Board of Directors Recommends a Vote “FOR” each Director Nominee. |
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| | | | | | Committee Membership | | | | Name and Occupation | Age | Director Since | Independent | Other Public Boards | AC | CC * | GC | | Brady Brewer CEO, International, Starbucks Corporation | 51 | New Nominee | Yes | 0 | | | | | Salaam Coleman Smith Former EVP, Disney ABC Television Group | 55 | 2021 | Yes | 1 | | M | | | Richard Dickson President and CEO, Gap Inc. | 57 | 2022 | No | 0 | | | | | Elisabeth B. Donohue Former CEO, Publicis Spine | 59 | 2021 | Yes | 1 | | M | | | Robert J. Fisher Managing Director, Pisces, Inc. | 70 | 1990 | Yes | 0 | | | C | | William S. Fisher Founder and CEO, Manzanita Capital Limited | 67 | 2009 | Yes | 0 | | | | | Kathryn Hall Executive Managing Director, Pathstone | 67 | 2022 | Yes | 0 | M F | | | | Amy Miles Former Chair and CEO, Regal Entertainment Group | 58 | 2020 | Yes | 2 | C F | | M | | Chris O'Neill CEO, GrowthLoop | 52 | 2018 | Yes | 0 | M | | | | Mayo A. Shattuck III Former Chairman, Exelon Corporation | 70 | 2002 | Yes | 2 | M F | | M | | Tariq Shaukat CEO, SonarSource | 52 | 2023 | Yes | 1 | M F | | | | AC: Audit and Finance Committee CC: Compensation and Management Development Committee GC: Governance and Sustainability Committee | | | | | C Chair M Member F Financial Expert | | |
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* Tracy Gardner, the Chair of the Compensation and Management Development Committee, will be departing the Board of Directors effective as of the Annual Meeting.
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| | 2025 Proxy Statement |
Director Nominee Demographics, Skills and Qualifications
Director Nominee Demographics, Skills and Qualifications
SKILLS AND QUALIFICATIONS
*These charts reflect the average target compensation for fiscal 2024 for our Chief Executive Officer and named executive officers, respectively. These charts are based on salary and target bonus amounts as of April 1, 2024 and the target grant value of fiscal 2024 long-term incentives. These percentages are based on the intended target compensation for each included executive and will not match the percentages calculable from the Summary Compensation Table. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” for an explanation of the share prices used to calculate actual target shares granted under long-term incentive awards.
FISCAL 2024 ANNUAL BONUS STRUCTURE
FISCAL 2024 ANNUAL BONUS STRUCTURE
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Base Salaryx | Target % of Base Salaryx | 33.3% X FY24 SG&A as % of Net Sales (% Achieved) | + | 33.3% X FY24 Individualized EBIT (% Achieved) | + | 33.3% X FY24 Gap Inc. EBIT (% Achieved) | = | Funded Bonus | → | Actual Bonus (After Individual Performance Adjustment) |
FISCAL 2024 ANNUAL BONUS STRUCTURE
*Bonus payments are subject to achievement of a minimum performance requirement.
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| PROPOSAL NO. 1 — ELECTION OF DIRECTORS | 1 | | Nominees for Election as Directors | 1 | | Director Selection and Qualification | 8 | | Board Self-Assessment | 10 | | Key Director Attributes | 11 | | Director Independence | 12 | | CORPORATE GOVERNANCE | 13 | | Corporate Governance Highlights | 13 | | Corporate Governance Guidelines | 15 | | Additional Corporate Governance Information | 15 | | Risk Oversight | 16 | | Environmental, Social, and Governance (ESG) Oversight | 18 | | Shareholder Engagement | 19 | | Communication with Directors | 19 | | Code of Business Conduct | 19 | | Political Engagement Policy | 20 | | Policies and Procedures with Respect to Related Party Transactions | 20 | | Certain Relationships and Related Transactions | 20 | | Board Leadership Structure and Independent Oversight | 20 | | Board Committees | 21 | | Board and Committee Meetings in Fiscal 2024 | 23 | | Attendance of Directors at Annual Meeting of Shareholders | 23 | | Stock Ownership Guidelines for Directors | 23 | | Insider Trading Policy and Restrictions on Hedging and Pledging | 23 | | COMPENSATION OF DIRECTORS | 25 | | PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANT | 28 | | Report of the Audit and Finance Committee | 30 | | PROPOSAL NO. 3 — ADVISORY VOTE ON THE OVERALL COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS | 31 | | COMPENSATION DISCUSSION AND ANALYSIS | 32 | | Compensation Committee Report | 51 | | EXECUTIVE COMPENSATION | 52 | | 2024 Summary Compensation Table | 52 | | 2024 Grants of Plan-Based Awards | 54 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Table Of Contents (Cont.) |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| 2024 Outstanding Equity Awards at Fiscal Year-End | 56 | | 2024 Option Exercises and Stock Vested | 58 | | 2024 Nonqualified Deferred Compensation | 59 | | 2024 CEO Pay Ratio | 60 | | 2024 Potential Payments Upon Termination | 61 | | 2024 Compensation Actually Paid | 65 | | EQUITY COMPENSATION PLAN INFORMATION | 72 | | BENEFICIAL OWNERSHIP OF SHARES | 73 | | Beneficial Ownership Table | 73 | | Note Regarding Various Fisher Family Holdings | 75 | | Delinquent Section 16(a) Reports | 75 | | OTHER INFORMATION | 76 | | Questions and Answers about the Annual Meeting and Voting | 76 | | Note About Forward-Looking Statements | 81 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 1 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 — Election of Directors |
FISCAL 2024 ANNUAL BONUS STRUCTURE
Nominees for Election as Directors The Board, upon recommendation of the Governance and Sustainability Committee, has nominated the 11 people whose names are set forth below for election as directors, each nominated to serve for a one-year term until the 2026 Annual Meeting and until their successors are duly elected and qualified. Each director nominee other than Brady Brewer is a current director. The Board has no reason to believe that any of the nominees will be unable to serve. However, if any nominee is unable to serve or for good cause will not serve, the Board may reduce the size of our Board in accordance with our Bylaws, or the proxies may be voted for the election of such other person to the office of director as the Board may recommend in place of the nominee. Set forth below is certain information concerning the nominees, including age, experience, qualifications and principal occupation during at least the last five years, based on data furnished by each nominee.
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | The Board of Directors Recommends a Vote “FOR” each Director Nominee. |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | | Brady Brewer | | | | Age: 51 New Nominee | | Biography: •Chief Executive Officer, International at Starbucks Corporation since 2024. Executive Vice President, Global Chief Marketing Officer of Starbucks Corporation from 2020 to 2024. Senior Vice President, Digital Customer Experience at Starbucks Corporation from 2019 to 2020, and Chief Operating Officer, Starbucks Japan at Starbucks Corporation from 2016 to 2019. Mr. Brewer previously held various senior roles at Starbucks Corporation focused on marketing, brand, product, loyalty, store design, and digital. Experience: •With more than twenty years of experience at Starbucks across marketing, digital customer experience innovation, food and beverage, research, development and engineering, creative and brand management, consumer insights, data analytics, and sustainability, Mr. Brewer has expertise leading initiatives that enhance the retail customer experience and brand loyalty, while achieving operational efficiencies. Mr. Brewer also has extensive international experience, including in his current role as Chief Executive Officer, International at Starbucks, where he is responsible for teams across Asia Pacific, Europe, the Middle East, Africa, Japan, Latin America and the Caribbean, as well as global channel development and consumer packaged goods, and Starbucks’ international licensing partners. | | |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 2 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | | Salaam Coleman Smith | | | | Age: 55 Director since: 2021 Committee Membership: Compensation and Management Development Current Public Company Directorships: •Pinterest, Inc. Former Public Company Directorships Held in Last Five Years: •Enjoy Technology, Inc. | | Biography: •Former Executive Vice President at The Walt Disney Company’s Disney ABC Television Group from 2014 to 2016, overseeing strategy and programming for ABC Family’s Freeform channel. Various senior executive roles at Comcast NBCUniversal from 2003 to 2014, including President of Style Network from 2008 to 2013. Senior executive at Viacom from 1993 to 2002, including serving as a senior executive within MTV Networks International Division and supporting Nickelodeon’s global expansion in Europe, Asia, and Latin America. Experience: •Ms. Coleman Smith has over 20 years of media and entertainment industry experience at three global companies. She also brings experience in strategy and change management, having lead organizations through periods of significant transformation and growth. Additionally, she has substantial insights from her experience supporting inclusion and belonging at the management level in the media industry. | | | | | | Richard Dickson | | | | Age: 57 Director since: 2022 Committee Membership: None | | Biography: •President and Chief Executive Officer of Gap Inc. since August 2023. President and Chief Operating Officer of Mattel, Inc., a leading global toy company, from 2015 to 2023. Chief Brands Officer of Mattel, Inc. from 2014 to 2015. President and Chief Executive Officer, Branded Businesses of The Jones Group (now Premier Brands Group Holdings), which owned a portfolio of premier apparel, footwear, and accessories brands, from 2010 to 2014. Various senior executive roles at Mattel, Inc. from 2000 to 2010. Experience: •As the current President and Chief Executive Officer of Gap Inc., and with more than two decades in senior leadership roles across fashion, beauty, retail, toys and entertainment, Mr. Dickson brings extensive retail and e-commerce, operations, leadership, financial, and global business experience to the Board. In addition, he brings expertise in brand rejuvenation, digital transformation, and performance improvement, having led Mattel’s revitalization into a culturally relevant and highly innovative company. | | |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 3 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | | Elisabeth B. Donohue | | | | Age: 59 Director since: 2021 Committee Membership: Compensation and Management Development Current Public Company Directorships: •NRG Energy, Inc. Former Public Company Directorships Held in Last Five Years: •Synacor, Inc. •AcuityAds Holdings Inc. | | Biography: •Former Chief Executive Officer of Publicis Spine, a division of Publicis Groupe, one of the largest marketing companies in the world, and a member of the Publicis Groupe Management Committee from 2017 to 2020. Global Brand President of Starcom Worldwide from 2016 to 2017. Chief Executive Officer of Starcom USA from 2009 to 2016. Experience: •With over 30 years of global marketing experience, including as the former Chief Executive Officer of two leading marketing agencies, Ms. Donohue brings extensive expertise in global consumer, data, and digital marketing leadership. In addition, she brings experience in advising companies on their holistic marketing strategies and helping them navigate shifts into digital and data driven marketing economies. | | | | | | Robert J. Fisher | | | | Age: 70 Director since: 1990 Committee Membership: Governance and Sustainability (Chair) | | Biography: •Managing Director of Pisces, Inc. since 2010. Interim President and Chief Executive Officer of Gap Inc. from January 2007 to August 2007 and November 2019 to March 2020. Chair of the Board of Gap Inc. from 2004 to August 2007 and February 2015 to March 2020. Executive of Gap Inc. from 1992 to 1999. Various positions with Gap Inc. from 1980 to 1992. Experience: •Mr. Fisher has vast retail business experience specific to Gap Inc. and its global operations, as a result of his many years serving in a variety of high-level positions at the Company. His previous leadership and oversight roles at Gap Inc. provide him with a deep understanding and unique insight into the Company’s organizational and operational structure. In addition, Mr. Fisher brings strong leadership to the Board based on perspective gained from his previous management roles and as a key member of the founding family and significant shareholder. | | |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 4 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | | William S. Fisher | | | | Age: 67 Director since: 2009 Committee Membership: None | | Biography: •Founder and Chief Executive Officer of Manzanita Capital Limited, a private equity fund, since 2001. Executive Vice Chairman of Pisces, Inc. since June 2016. Various positions with Gap Inc. from 1986 to 1998. Experience: •Mr. Fisher brings extensive global retail and business experience to the Board as a result of his many years serving in a variety of high-level positions across Gap Inc., including as President of the International Division. In addition, as a director on the boards of a number of private retail companies, including Space NK and Diptyque, he brings extensive knowledge of the global retail industry and risk oversight expertise. | | | | | | Kathryn Hall | | | | Age: 67 Director since: 2022 Committee Membership: Audit and Finance Former Public Company Directorships Held in Last Five Years: •Cohn Robbins Holding Corporation | | Biography: •Executive Managing Director of Pathstone, an investment advisor, since 2024. Founder and Co-Executive Chair of Galvanize Climate Solutions, a mission-driven investment platform, since 2021. Founder and Co-Chair of Hall Capital Partners, an investment firm, from 1994 to 2024. General Partner of Laurel Arbitrage Partners from 1989 to 1994. Experience: •Ms. Hall brings extensive financial and investment experience, as well as senior management and leadership experience, including as the Executive Managing Director of an investment advisor with more than $150 billion in assets under advisement and administration. Additionally, she has substantial insights from her experience integrating sustainability into her firm’s investment framework. | | |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 5 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | | Amy Miles | | | | Age: 58 Director since: 2020 Committee Membership: Audit and Finance (Chair) Governance and Sustainability Current Public Company Directorships: •Amgen Inc. •Carrier Global Corporation Former Public Company Directorships Held in Last Five Years: •Norfolk Southern Corporation | | Biography: •Former Chief Executive Officer of Regal Entertainment Group, a leading theater chain, from 2009 to 2018, and Chair of the Board of Regal Entertainment Group from 2015 to 2018. Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment Group from 2002 to 2009. Experience: •As a former Chair, Chief Executive Officer and Chief Financial Officer, Ms. Miles brings extensive finance, accounting, and management experience to the Board. In addition, she brings expertise in information technology, marketing, and strategic planning. | | | | | | Chris O'Neill | | | | Age: 52 Director since: 2018 Committee Membership: Audit and Finance | | Biography: •Chief Executive Officer of GrowthLoop, a customer data platform for marketing, since 2024. Chief Growth Officer of Xero Limited from 2022 to 2024. Senior Advisor to Portage Ventures, the venture capital arm of Sagard Holdings, from 2021 to 2024, and General Partner from 2020 to 2021. Chief Business Officer of Glean Technologies, Inc. from 2021 to 2022. President and Chief Executive Officer of Evernote Corporation from 2015 to 2018, and Chairman from 2016 to 2018. Various executive roles with Google Inc. from 2005 to 2015, including Managing Director, Google Canada from 2010 to 2014 and Head of Global Business Operations, Google X, from 2014 to 2015. Experience: •Mr. O’Neill's experience as a global technology executive and investor, including as a Chief Executive Officer, and his decade-long experience at Google provide him with extensive expertise in leading high-growth companies and helping ensure that technology is integrated with and driven by strategy. | | |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 6 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | | Mayo A. Shattuck III | | | | Age: 70 Director since: 2002 Committee Membership: Audit and Finance Governance and Sustainability Current Public Company Directorships: •Capital One Financial Corporation •Hut 8 Corp. Former Public Company Directorships Held in Last Five Years: •Alarm.com Holdings, Inc. •Exelon Corporation | | Biography: •Former Chairman of Exelon Corporation, an energy company, from 2013 to 2022, and Executive Chairman of Exelon Corporation from 2012 to 2013. Chairman, Chief Executive Officer, and President of Constellation Energy Group from 2002 to 2012. Mr. Shattuck also has extensive experience in the financial services industry. Experience: •With his experience as a director of four other public companies, as the former Chief Executive Officer of Constellation Energy Group, and as the former Executive and Non-Executive Chairman of Exelon Corporation, Mr. Shattuck brings extensive leadership experience as well as expertise in risk oversight, financial literacy and reporting, corporate governance, and compliance. | | |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 7 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | | Tariq Shaukat | | | | Age: 52 Director since: 2023 Committee Membership: Audit and Finance Current Public Company Directorships: •Public Storage | | Biography: •Chief Executive Officer of SonarSource SA, an open source enterprise software company developing artificial intelligence and analytical solutions to improve the quality and security of software, since August 2023. President of Bumble Inc. from 2020 to 2023. President, Google Cloud at Google LLC from 2016 to 2020. Chief Commercial Officer of Caesars Entertainment Corporation from 2014 to 2016, after joining the company in 2012 as Chief Marketing Officer (Caesars Entertainment Operating Company, Inc., a subsidiary of Caesars Entertainment Corporation, and for which Mr. Shaukat served as an executive officer, filed voluntary petitions for relief under Chapter 11 in 2015). Prior to Caesars, Mr. Shaukat was a Partner at McKinsey & Company focused on consumer businesses in the travel, financial services, media and technology industries. Experience: •As the Chief Executive Officer of SonarSource, and as the former President of Bumble, President of Google Cloud, and Chief Commercial Officer and Chief Marketing Officer of Caesars, Mr. Shaukat brings extensive experience in overseeing finance, legal, operations, revenue management, marketing, information technology, analytics and machine learning initiatives. He also brings to the Board his leadership experience in these roles, as well as his other prior roles as a Partner at McKinsey & Company and at various technology companies. | | |
FISCAL 2024 ANNUAL BONUS STRUCTURE
Departing Director Tracy Gardner, who has served as a director since 2015 and as Chair of the Compensation and Management Development Committee since 2020, will be departing the Board of Directors effective as of the Annual Meeting. The Board and the Company thank Ms. Gardner for her years of dedicated service to the Board and significant contributions to the Company.
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 8 |
FISCAL 2024 ANNUAL BONUS STRUCTURE
Director Selection and Qualification Directors are elected at each Annual Meeting to serve until the next Annual Meeting and until their successors are duly elected and qualified. Pursuant to our Bylaws, in the event of a vacancy on the Board (resulting from an increase in the authorized number of directors or otherwise), the Board will appoint a director to serve until his or her successor is duly elected and qualified. The Governance and Sustainability Committee understands the vital role that a strong board composition with a diverse set of skills plays in effective oversight. The Committee is responsible for identifying, evaluating, and recommending qualified candidates to the Board and it regularly assesses the current needs of the Board to help ensure that directors possess an appropriate mix of skills considering the Company’s current and anticipated strategic needs. In addition, the Board believes that varying tenures and perspectives create a balance between directors with a deeper knowledge of the Company's business, operations and history, and directors who bring new and fresh perspectives, which is important to the effectiveness of the Board’s oversight of the Company. While the Company does not maintain a Board diversity policy, the Board believes that differences in backgrounds, qualifications, and experiences are important to the effectiveness of the Board’s oversight of the Company, and considers such differences when evaluating and recommending potential nominees. The Governance and Sustainability Committee engages third-party search firms from time to time to assist in identifying potential director nominees. The Committee, in collaboration with the search firm, may develop targeted search specifications. These consultants have assisted the Committee in identifying a diverse pool of qualified candidates and in evaluating and pursuing individual candidates at the direction of the Committee. Directors may also leverage their business and personal networks to help identify potential director nominees. Brady Brewer was identified as a potential candidate by a third-party search firm. The Governance and Sustainability Committee will also consider director nominees recommended by our shareholders pursuant to our Bylaws. See “Other Information—Questions and Answers about the Annual Meeting and Voting” for more information.
FISCAL 2024 ANNUAL BONUS STRUCTURE
| | 2025 Proxy Statement |
FISCAL 2024 ANNUAL BONUS STRUCTURE
| Proposal No. 1 – Election of Directors | 9 |
Director Nominee Demographics
Director Nominee Demographics *Tenure and age are measured as of the filing date of this Proxy Statement.
Director Nominee Demographics
| | 2025 Proxy Statement |
Director Nominee Demographics
| Proposal No. 1 – Election of Directors | 10 |
Director Nominee Demographics
Board Self-Assessment Annually, the Board conducts a formal review process to assess the composition and performance of the Board, each standing committee of the Board, and each individual director. The Governance and Sustainability Committee oversees the annual review process. The self-assessment is conducted to identify opportunities for improvement and skill set needs, as well as to ensure that the Board, the standing committees, and individual directors have the appropriate blend of diverse experiences and backgrounds, and are effective and productive. As part of the process, each director completes a survey questionnaire. Results are aggregated and summarized for discussion purposes. Responses are not attributed to any individual director and are kept confidential to ensure honest and candid feedback is received. Each director also participates in private one-on-one conversations, which have been facilitated in recent years by the Chair of the Governance and Sustainability Committee, the Chief Legal Officer, and the Lead Independent Director, where additional feedback is solicited on the Board's performance and individual directors' contributions. Following these discussions, the Governance and Sustainability Committee reviews the self-assessment results and discusses opportunities and makes recommendations for improvement as appropriate with the full Board, which implements agreed upon improvements. A director will not be nominated for reelection to the Board unless it is affirmatively determined that he or she is substantially contributing to the overall effectiveness of the Board.
2024 Board Self-Assessment Process
2024 Board Self-Assessment Process
2024 Board Self-Assessment Process
| Survey | | One-on-One Discussions | | Review and Recommendation | | Action Items | | Directors complete a survey and provide feedback on an anonymized basis. | → | Anonymized responses are summarized and used to facilitate candid, one-on-one discussions with each director, where additional feedback is solicited. | → | The Governance and Sustainability Committee reviews feedback from the survey results and discussions with directors to align on recommended action items for the Board. | → | The Board implements agreed-upon recommendations. |
2024 Board Self-Assessment Process
| | 2025 Proxy Statement |
2024 Board Self-Assessment Process
| Proposal No. 1 – Election of Directors | 11 |
2024 Board Self-Assessment Process
Key Director Attributes The Board endeavors to represent a range of skills, characteristics, and qualifications that contribute to the Board’s oversight responsibilities. The following matrix displays the most significant skills and qualifications that each director nominee possesses, and that the Board believes are relevant to oversight of our business strategies. The Committee and the Board considered these skills and qualifications in determining whether to recommend each director to be nominated for election.
Director Nominee Skills and Qualifications
Director Nominee Skills and Qualifications
Director Nominee Skills and Qualifications
| SKILLS AND QUALIFICATIONS | | | | | | | | | | | | | | Retail or Consumer Products | | ☑ | | ☑ | | ☑ | ☑ | | ☑ | | | ☑ | | Experience in the retail or consumer product sectors, including specific experience overseeing product design or merchandising, or developing strategies for real estate, store operations and logistics. | | | | | | | | | | | | | | International Business and Markets | | ☑ | ☑ | ☑ | ☑ | | ☑ | ☑ | | ☑ | ☑ | ☑ | | Experience driving business success in global markets, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities. | | | | | | | | | | | | | | Leadership | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | Experience as a CEO or CFO, or other extended leadership experience for a significant enterprise, resulting in a practical understanding of strategy, risk management, general operations, human capital management and succession planning, and driving change and long-term growth. | | | | | | | | | | | | | | Financial | | ☑ | | ☑ | ☑ | ☑ | | ☑ | ☑ | ☑ | ☑ | ☑ | | Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes. | | | | | | | | | | | | | | Technology | | ☑ | ☑ | ☑ | | | | | ☑ | ☑ | | ☑ | | Significant experience leveraging technology to generate disruptive innovation and extend or create new business models. | | | | | | | | | | | | | | Marketing, Media and Public Relations | | ☑ | ☑ | ☑ | ☑ | ☑ | ☑ | | | ☑ | ☑ | ☑ | | Experience overseeing or managing consumer marketing, media or public relations strategy for a complex organization, including crisis management and managing publicity risk. | | | | | | | | | | | | |
Director Nominee Skills and Qualifications
| | 2025 Proxy Statement |
Director Nominee Skills and Qualifications
| Proposal No. 1 – Election of Directors | 12 |
Director Nominee Skills and Qualifications
Director Independence There must be at least a majority of independent directors as defined under SEC and NYSE rules on the Board. In addition, the Board believes that it is most desirable for independent directors to constitute two-thirds or more of the Board, and is committed to maintaining such levels barring unforeseen circumstances, including mid-year resignations. For a nominee to be considered an independent director, the Board must affirmatively determine that the director has no material relationship with the Company. The Board evaluated the independence of each person who served as a director during fiscal 2024 and has determined that Salaam Coleman Smith, Elisabeth B. Donohue, Robert J. Fisher, William S. Fisher, Tracy Gardner, Kathryn A. Hall, Amy Miles, Chris O’Neill, Mayo A. Shattuck, and Tariq Shaukat are or were independent under SEC and NYSE rules and have or had no direct or indirect material relationships with the Company. The Board also evaluated the independence of each other director nominee and has determined that Brady Brewer, if elected, would be independent under SEC and NYSE rules and would not have a direct or indirect material relationship with the Company. In particular, the Board has determined that none of these directors have or had relationships that would cause them not to be independent under the specific criteria of Section 303A.02 of the NYSE Listed Company Manual. In making this determination with respect to Robert and William Fisher, the Board considered the following: (A) with the exception of Robert Fisher’s brief periods of service during 2007 and 2019 to 2020 as Interim Chief Executive Officer of the Company during Chief Executive Officer transitions, neither Robert nor William Fisher has served as an officer of the Company in over 20 years, (B) NYSE guidance indicates that employment as an Interim Chief Executive Officer does not disqualify directors from being considered independent following that employment, and (C) NYSE guidance indicates that ownership of even a significant amount of stock does not preclude a finding of independence. After considering these factors, the Board concluded that there is no material relationship between the Company and Robert or William Fisher that would impact their independence under NYSE rules. Bob L. Martin, our former Board Chair (Mr. Martin was previously our Executive Chair, an employee role, through October 2023), and Richard Dickson, our current Chief Executive Officer, were determined to not be independent by virtue of their employment with the Company.
Director Nominee Skills and Qualifications
| | 2025 Proxy Statement |
Director Nominee Skills and Qualifications
| Corporate Governance | 13 |
Director Nominee Skills and Qualifications
| Corporate Governance |
Director Nominee Skills and Qualifications
Corporate Governance Highlights
Director Nominee Skills and Qualifications
| ACCOUNTABILITY TO SHAREHOLDERS | | | Annual Board Elections | All directors are elected annually. We do not have a classified / staggered Board. | | Majority Voting Standard for Uncontested Director Elections | Our Bylaws provide for a majority voting standard in uncontested director elections. Any incumbent director who does not meet the majority voting standard must offer to resign from the Board. | | Shareholder Action by Written Consent | Our Bylaws provide for shareholders to act by written consent to approve any action that would otherwise be required or permitted to be taken at a meeting of shareholders. | | Shareholder Ability to Call Special Meetings | Our Bylaws provide for shareholders holding 10% or more of our common stock to call special meetings. | | No Shareholder Rights Plan / Poison Pill | We have not adopted a shareholder rights plan / poison pill. |
Director Nominee Skills and Qualifications
| INDEPENDENT OVERSIGHT | | | Majority Independent Board | We are committed to maintaining at least two-thirds independent directors on our Board. 10 of 11 director nominees are independent. | | Independent Board Committees | Each of our standing Board committees is composed solely of independent directors. | | Board Committee Charters | Each of our standing Board committees has a charter outlining the committee’s duties and responsibilities. We review each committee’s charter at least annually to align with new requirements and developing best practices. | | Separate Board Chair and CEO Roles | Since 2015, other than during periods of CEO transitions, we have separated the positions of CEO and Board Chair. | | Lead Independent Director | Our Corporate Governance Guidelines provide that if the Board Chair is not an independent director and the Board determines it is appropriate, the independent directors will designate an independent director to serve as Lead Independent Director. The Lead Independent Director serves as a liaison between the independent directors and management and provides independent leadership to the Board. Most recently, Mayo Shattuck served as Lead Independent Director from 2022 until his appointment as Board Chair in 2024. | | Independent and Non-Management Executive Sessions | At each quarterly Board meeting, time is set aside for the non-management and/or independent directors to meet in executive session. |
Director Nominee Skills and Qualifications
| | 2025 Proxy Statement |
Director Nominee Skills and Qualifications
| Corporate Governance | 14 |
Director Nominee Skills and Qualifications
| BOARD STRUCTURE | | | Director Backgrounds, Qualifications, and Experiences | Our directors have different backgrounds, qualifications, and experiences. As described in our Corporate Governance Guidelines, the Board believes that these differences are important to the effectiveness of the Board’s oversight of the Company. | | Director Overboarding Policy | As described in our Corporate Governance Guidelines, directors who are full-time employees of other companies should not serve on more than three public company Boards (including the Company’s), and directors who are retired from full-time employment should not serve on more than four public company Boards (including the Company’s). | | Annual Self-Assessment | Annually, the Board conducts a formal review process to assess the composition and performance of the Board, each standing committee of the Board, and each individual director. | | Annual Board Independence Assessment | Annually, we review the independence status of our directors. We require directors to inform us of changes in circumstances that could affect their independence status. | | Director Onboarding and Education | Directors are expected to complete a formal onboarding program within six months of joining the Board. Directors are encouraged to periodically attend continuing education programs at the Company's expense. |
Director Nominee Skills and Qualifications
| COMPENSATION PRACTICES | | | Compensation Consultant Independence Policy | We require our compensation consultant to be independent under NYSE rules, and we review its independence status annually. | | Director and Executive Stock Ownership Guidelines | We have robust director and executive stock ownership guidelines. In 2024, the Compensation and Management Development Committee approved an updated Executive Stock Ownership Policy to align executives and shareholders and encourage a long-term perspective in managing the Company. | | Anti-Hedging and Pledging Policies | Directors and covered executives are prohibited from hedging Company stock or pledging Company stock as collateral. | | No Single-Trigger Change in Control Arrangements | We do not have arrangements that provide for single-trigger change in control benefits. | | Executive Compensation Recoupment Policy | The Company’s Executive Compensation Recoupment Policy was last updated in August 2023 to comply with updated NYSE rules. The policy requires the Company to recover incentive-based compensation in the event of a financial restatement, without regard to individual fault or Board discretion. In addition, the policy permits the Company to recover incentive-based compensation in the event of a non-restatement related miscalculation or management misconduct or negligence resulting in material financial, reputational or other harm to the Company, in each case, subject to Board discretion. |
Director Nominee Skills and Qualifications
| | 2025 Proxy Statement |
Director Nominee Skills and Qualifications
| Corporate Governance | 15 |
Director Nominee Skills and Qualifications
Corporate Governance Guidelines We have adopted Corporate Governance Guidelines that outline, among other matters, the role and functions of the Board, the responsibilities of the various Board committees, and the procedures for shareholders to communicate with and report concerns to the Board. We review our Corporate Governance Guidelines annually to align with new requirements and developing best practices.
Director Nominee Skills and Qualifications
| | Our Corporate Governance Guidelines are available at www.gapinc.com (follow the Investors, Governance link). |
Director Nominee Skills and Qualifications
Additional Corporate Governance Information •If you would like further information regarding our corporate governance practices, please visit the Governance and Corporate Compliance sections at www.gapinc.com (follow the Investors, Governance link, and the Investors, Corporate Compliance link). Those sections include: ◦Our Corporate Governance Guidelines; ◦Our Code of Business Conduct; ◦Our Committee Charters; ◦Our Certificate of Incorporation; ◦Our Bylaws; ◦Our Executive Stock Ownership Policy; ◦Our Executive Compensation Recoupment Policy; ◦Our Political Engagement Policy; ◦How interested parties may communicate with our Board and with our Corporate Secretary; and ◦How employees and others may report suspected violations of our Code of Business Conduct, including accounting or auditing concerns, directly to our Global Integrity team. Accounting, auditing, and other significant concerns are escalated by the Global Integrity team, as appropriate, including to the Audit and Finance Committee, as required.
Director Nominee Skills and Qualifications
| | 2025 Proxy Statement |
Director Nominee Skills and Qualifications
| Corporate Governance | 16 |
Director Nominee Skills and Qualifications
Risk Oversight
Director Nominee Skills and Qualifications
| Board of Directors The Board is responsible for oversight of the business, affairs and integrity of the Company, the Company’s mission, long-term strategy and objectives, and the Company’s risks while evaluating and directing implementation of controls and procedures. | | | | | ↑↓ | | | Board Committees While the Board has ultimate oversight responsibility for the risk management process, risk management is also facilitated through the work of the Board committees, which are composed entirely of independent directors and provide regular reports to the Board regarding the matters they review. The committees also meet with our Chief Financial Officer, Chief Audit Executive, Chief Legal and Compliance Officer, and other key executives regarding our risk management processes and controls. The key risk management areas for our Board committees are described below. | | | | Audit and Finance | Compensation and Management Development | Governance and Sustainability | | •Our financial statements •Our internal controls •Our independent auditors •The Internal Audit function •Enterprise risk management •Our Corporate Compliance program •Our Data Privacy and Cybersecurity programs •Legal, regulatory and finance matters | •Our compensation programs and policies •Senior management development, retention, and succession planning •Human capital management | •Board and committee composition •Corporate governance matters •Environmental, social, community and sustainability matters | | | ↑↓ | | | Enterprise Risk Management Annually, the Company’s Internal Audit function facilitates a comprehensive enterprise risk assessment ("ERA") encompassing a number of significant risk areas identified using a risk framework, including strategic, operational, compliance, financial, sustainability, reputational, and climate risks. The ERA is designed to gather information regarding key enterprise risks, emerging risks, and critical risk events that could impact the Company’s ability to achieve its objectives and execute its strategies. Risks are aligned to functional areas and then categorized based on the Company's potential exposure and the maturity of mitigation strategies. The Company's Risk Committee, which currently includes the entire Senior Leadership Team, is responsible for overseeing the ERA process. Primary assessment methods include interviews and surveys with employees, key executives and Board members, reviews of critical Company strategies and initiatives, and monitoring of regulatory changes, as well as emerging industry trends and issues. The ERA results are reviewed by the CEO and the Risk Committee and are presented to the Board to facilitate discussion of high-risk areas. The results provide the foundation for the annual Internal Audit plan, management’s monitoring and risk mitigation efforts, and ongoing Board-level oversight. The Risk Committee meets quarterly throughout the year to review selected risks and potential critical risk scenarios, as well as management's associated mitigation plans and progress. The Company also has a Risk Steering Committee, which currently includes a subset of the Senior Leadership Team, that meets monthly and sets the agendas for the Risk Committee meetings. On a quarterly basis, our Chief Audit Executive updates the Audit and Finance Committee on changes to the Company's enterprise risk profile and updates to the Internal Audit plan. Additionally, key third-party dependencies are monitored as part of our overall business continuity planning and resiliency efforts, with the Audit and Finance Committee receiving periodic updates. Our Chief Legal and Compliance Officer meets quarterly in a private session with the Audit and Finance Committee, in part to update the Committee on legal, regulatory and compliance risks. In addition, on a regular basis, management communicates with the Board, both formally and informally, about key initiatives, strategies and industry developments, in part to assess and manage potential risks. We also facilitate cross-functional training exercises to help the Company better prepare for critical risk events. The Company's Disclosure Committee is a cross-functional team that reviews financial and business disclosures, in part to ensure that required disclosures regarding risks are accurate. The Company's legal and financial reporting teams seek input and advice from internal subject matter experts and external advisors in drafting specific disclosures, and that input and advice is communicated to the Disclosure Committee as appropriate. | | |
Director Nominee Skills and Qualifications
| | 2025 Proxy Statement |
Director Nominee Skills and Qualifications
| Corporate Governance | 17 |
COMPENSATION RISK ASSESSMENT
COMPENSATION RISK ASSESSMENT One of the goals of the Company’s compensation programs is to encourage an appropriate level of risk-taking, consistent with the Company’s business strategies. At the request of the Compensation and Management Development Committee, the Committee's independent compensation consultant reviewed each of the Company’s compensation policies and practices for the purpose of determining whether any risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. As a part of this review, each of the Company’s compensation policies and practices were compared to a number of specific factors that could potentially increase risk, including the specific factors that the SEC has identified as potentially triggering disclosure. These factors were balanced against a variety of mitigating factors. Examples of some of the mitigating factors are: •Compensation policies and practices are structured similarly across business units; •The risk of declines in performance in our largest business units is well understood and managed; •Incentive compensation expense is not a significant percentage of any unit’s revenues; •For executives, a significant portion of variable pay is delivered through long-term incentives, which carry vesting schedules over multiple years; •A mix of compensation vehicles and performance measures is used; •Stock ownership requirements for executives are in place; •Payouts of material cash and equity incentive plans are capped at all levels; •Threshold levels of performance must be achieved for the bulk of variable pay opportunities; and •A clawback policy is in place requiring recoupment of incentive compensation in the event of a financial restatement, and allowing for recoupment of incentive compensation in the event of a non-restatement related miscalculation or management misconduct or negligence resulting in material financial, reputational or other harm to the Company. The compensation risk assessment was also presented to management. Following this review, the Compensation and Management Development Committee determined that any risks arising from the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
COMPENSATION OVERSIGHT
COMPENSATION OVERSIGHT The Compensation and Management Development Committee approves all of the Company’s executive compensation policies and programs and all compensation awarded to executive officers. Our CEO evaluates each executive officer and discusses with the Committee his or her assessment and recommendations for compensation. The CEO is not present during the Committee’s deliberations about his own compensation. The Committee also oversees senior management development, retention, and succession planning. The Compensation and Management Development Committee approves grants of equity awards to employees at the Executive Vice President level or above, and has delegated authority, within defined parameters, to the Company's Chief Executive Officer to approve grants of restricted stock units and performance restricted stock units to employees at the Senior Vice President level and below, and to the Company's Chief People Officer to approve grants of restricted stock units to employees at the Senior Director level and below (see “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” for more details). The Committee has also delegated authority, within defined parameters, to the Company’s Human Resources personnel to make certain non-material changes to the Company’s employee benefit plans.
INDEPENDENT COMPENSATION CONSULTANT
INDEPENDENT COMPENSATION CONSULTANT The Compensation and Management Development Committee has engaged Frederic W. Cook & Co. as its independent executive compensation consultant. The consultant provides advice to the Committee from time to time on our executive compensation program structure and specific individual compensation arrangements (see “Compensation Discussion and Analysis—Role of the CEO and Compensation Consultant” for more details). In addition, under NYSE rules, the Committee can only retain a compensation advisor after considering six independence factors: (a) whether the advisor’s firm provides other services to the Company, (b) the fees received by the advisor’s firm from the Company as a percentage of the firm’s overall revenue, (c) the policies and procedures of the advisor’s firm designed to prevent conflicts of interest, (d) any business or personal relationship between the advisor and a member of the Committee, (e) any stock of the Company owned by the advisor, and (f) any business or personal relationship of the advisor or advisor’s firm with an executive officer of the Company. Based on a review of the Committee’s relationship with its compensation consultant and an assessment considering these six independence factors, the Committee has identified no conflicts of interest and confirmed the independence of Frederic W. Cook & Co.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
| Compensation of Directors | 25 |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
| Compensation of Directors |
FISCAL YEAR 2024 AND 2025 DIRECTOR CASH COMPENSATION(1)
| Compensation of Directors | 26 |
FISCAL YEAR 2024 AND 2025 DIRECTOR CASH COMPENSATION(1)
| Compensation of Directors | 27 |
FISCAL YEAR 2024 AND 2025 DIRECTOR CASH COMPENSATION(1)
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Salaam Coleman Smith | 102,000 | 169,977 | — | — | 15,200 | 287,177 | | Elisabeth B. Donohue | 102,000 | 169,977 | — | — | 20,200 | 292,177 | | Robert J. Fisher | 115,000 | 169,977 | — | — | 17,700 | 302,677 | | William S. Fisher | 90,000 | 169,977 | — | — | 20,200 | 280,177 | | Tracy Gardner | 122,000 | 169,977 | — | — | 5,200 | 297,177 | | Kathryn Hall | 106,000 | 169,977 | — | — | 200 | 276,177 | | Bob L. Martin | 74,093 | — | — | — | 74,938 | 149,031 | | Amy Miles | 141,000 | 169,977 | — | — | 5,200 | 316,177 | | Chris O'Neill | 106,000 | 169,977 | — | — | 10,400 | 286,377 | | Mayo A. Shattuck III | 274,406 | 169,977 | — | — | 20,200 | 464,583 | | Tariq Shaukat | 106,000 | 169,977 | — | — | 2,200 | 278,177 |
FISCAL YEAR 2024 AND 2025 DIRECTOR CASH COMPENSATION(1)
(1)Under applicable SEC rules, we have omitted Mr. Dickson, who served as a director in fiscal 2024. Mr. Dickson's fiscal 2024 compensation is reported in the “2024 Summary Compensation Table” and related executive compensation tables. (2)For each of our non-employee directors, this column reflects the grant date fair value of fully-vested stock units granted in fiscal 2024 that are subject to a three-year deferral period, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 718. For the period during which the payment of these awards is deferred (see “Equity Compensation” above), they will earn dividend equivalents which are reinvested in additional units annually. Please refer to Note 10, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 18, 2025 for the relevant assumptions used to determine the valuation of our stock awards. None of our non-employee directors had outstanding unvested stock awards as of fiscal 2024 year-end. Mr. Martin did not receive a fiscal 2024 stock unit award as he retired from the Board on May 7, 2024. (3)No stock option awards were granted to our directors in fiscal 2024. None of our non-employee directors had outstanding stock option awards as of fiscal 2024 year-end. (4)No above-market or preferential interest rate options are available under our deferred compensation programs, and we do not provide directors with a pension plan. (5)Amounts in this column generally consist of Company matching contributions under the Company’s Gift Match Program and the value of Gap Inc. product familiarization gift cards requested by non-employee directors during the fiscal year (see “Expense Reimbursement and Other Benefits” above). For Ms. Coleman Smith, includes $15,000 in matching contributions and $200 in gift cards. For Ms. Donohue, includes $15,000 in matching contributions and $5,200 in gift cards. For Mr. Robert Fisher, includes $15,000 in matching contributions and $2,700 in gift cards. For Mr. William Fisher, includes $15,000 in matching contributions and $5,200 in gift cards. For Ms. Gardner, includes $5,200 in gift cards. For Ms. Hall, includes $200 in gift cards. For Mr. Martin, includes $15,000 in matching contributions, $33,625 for his Board service recognition gift, and $26,313 in tax reimbursement payments related to this gift. For Ms. Miles, includes $5,200 in gift cards. For Mr. O'Neill, includes $5,200 in matching contributions and $5,200 in gift cards. For Mr. Shattuck, includes $15,000 in matching contributions and $5,200 in gift cards. For Mr. Shaukat, includes $2,200 in gift cards.
2024 EXECUTIVE PAY HIGHLIGHTS
CEO Compensation Summary Mr. Dickson’s compensation package is intended to reward him for sustained improvement of the Company’s financial performance, achievement of our strategic priorities, and shareholder returns while aligning interests across the Company’s Senior Leadership Team. In determining the structure and value of Mr. Dickson's 2024 compensation package, the Committee considered the factors outlined under “Compensation Analysis Framework” below, as well as the need to induce him to join the Company (Mr. Dickson's 2024 long-term incentives were agreed upon in his 2023 offer letter). In addition to Mr. Dickson receiving the same benefits and perquisites provided to all other Executives described in “Benefits and Perquisites” below, he also received the following benefits and perquisites in 2024: limited personal use of a Company airplane; reimbursement for membership dues for two business-focused social clubs; and home security services, including installation and ongoing monitoring costs. Pursuant to his offer letter, he also received reimbursement for relocation costs related to his relocation to San Francisco, commuting costs to travel to the Company's offices through August 2024, and tax reimbursement payments on taxable expenses associated therewith. Beginning in August 2024, Mr. Dickson began receiving an additional ongoing annual commuting benefit to cover travel to the Company's offices, but he is not entitled to tax reimbursement payments on these costs. We believe the benefits provided to Mr. Dickson benefit the Company and our shareholders by allowing Mr. Dickson to manage his travel and time commitments safely and efficiently and to leverage his business and personal connections for business-related purposes, while ensuring his personal safety. The relocation and commuting benefits provided to Mr. Dickson in his offer letter were provided pursuant to our standard relocation policy for senior executives, and Mr. Dickson's ongoing commuting benefit is capped at $50,000 annually without tax reimbursement. The Committee received advice from its independent compensation consultant prior to approving Mr. Dickson’s 2024 compensation package, including benefits and perquisites, which is described more fully below: •Base salary remained unchanged at $1,400,000. •Annual bonus target remained unchanged at 185% of base salary. The Committee established the same bonus structure for fiscal 2024 for all eligible employees, including Mr. Dickson, with goals based (i) 33.3% on SG&A as a percentage of net sales, (ii) 33.3% on Gap Inc. EBIT, and (iii) 33.3% on an individualized weighted brand average EBIT (which in the case of Mr. Dickson was based on a weighted average of all brands' EBIT). For fiscal 2024, after considering financial performance against these goals and Mr. Dickson's individual performance, and in light of strong execution against our strategic priorities and the Company's financial outperformance, the Committee approved an annual bonus payout of 200% of target for Mr. Dickson. •In March 2024, we granted Mr. Dickson long-term incentives with a target grant value of $10,000,000, based on the 20-trading day simple average of our closing stock price prior to the grant date. Measured by target grant value, 64% of his long-term incentives were granted as performance-based PRSUs and 36% were granted as time-based RSUs. Mr. Dickson's long-term incentives were weighted heavily by the Committee in favor of performance-based awards to align pay with performance and reward him for achieving our strategic priorities. Fiscal 2024 Compensation Mix *These charts reflect the average target compensation for fiscal 2024 for our Chief Executive Officer and other Executives, respectively. These charts are based on salary and target bonus amounts as of April 1, 2024 and the target grant value of fiscal 2024 long-term incentives. These percentages are based on the intended target compensation for each included Executive and will not match the percentages calculable from the Summary Compensation Table. See “Elements of Compensation—Long-Term Incentives” for an explanation of the share prices used to calculate actual target shares granted under long-term incentive awards.
2024 EXECUTIVE PAY HIGHLIGHTS
| Component | Description and Purpose | | Base Salary | Comprises the smallest component of our Executives’ compensation and is set at levels to attract and retain top talent. See “Elements of Compensation—Base Salary” below. | | Annual Cash Incentive Bonus | The annual cash incentive bonus rewards the achievement and success of the financial performance of Gap Inc. and our brands and aligns our Executives’ performance with our strategic priorities. In 2024, each Executive’s payout under the annual cash incentive bonus was weighted (i) 33.3% on an SG&A as a percent of net sales target, (ii) 33.3% on a Gap Inc. EBIT target and (iii) 33.3% on an individualized weighted brand average EBIT target. The individualized weighted brand average EBIT target was used to measure a weighted brand average or brand-specific performance, depending on the Executive's scope of responsibility. See “Elements of Compensation—Annual Cash Incentive Bonus” below. | | Long-Term Incentives | Long-term incentives comprise the majority of our Executives’ compensation opportunity and are generally weighted towards PRSUs with multi-year performance goals to promote sustained improvement in financial performance, the achievement of our strategic priorities, and long-term value creation for shareholders. See “Elements of Compensation—Long-Term Incentives” below. •Measured by target grant value, PRSUs comprised 60% of long-term incentives granted to our Executives other than our CEO, and 64% of long-term incentives granted to our CEO, in 2024. PRSUs are earned based on the achievement of a cumulative Company EBIT goal over a three-year period, which is modified based on relative total shareholder return, measured against the S&P Retail Select Index, over the same three-year period. These goals were selected to focus Executives on improving profitability, to support our strategic priorities, and to align the awards with shareholder returns. For PRSUs granted in 2024, any earned PRSUs will vest on the date the Compensation Committee certifies attainment following the performance period. •Measured by target grant value, RSUs comprised 40% of long-term incentives granted to our Executives other than our CEO, and 34% of long-term incentives granted to our CEO, in 2024. RSUs drive talent retention through a multi-year vesting period and align our Executives and shareholders, as their value is tied to our share price. RSUs granted in 2024 generally vest ratably over four years. Going forward, however, RSUs will generally vest ratably over three years. |
2024 EXECUTIVE PAY HIGHLIGHTS
| WHAT WE DO | | | | Pay-for-Performance | ☑ | We tie pay to performance. Our executive compensation program is heavily weighted towards performance. | | Shareholder Alignment | ☑ | Our Executives’ PRSUs are earned based on financial performance over a multi-year period and achievement of relative total shareholder return, which aligns our Executives and shareholders. | | Regular Compensation Review | ☑ | We annually review our executive compensation program against peer group data as part of determining whether compensation opportunities remain appropriate, and we review the composition of our compensation peer group annually. | | Recoupment/Clawback Policy | ☑ | Our Executive Compensation Recoupment Policy covers Executives in certain situations, including in the event of a financial restatement, a non-restatement related miscalculation, or management misconduct or negligence resulting in material financial, reputational or other harm to the Company. | | Culture of Stock Ownership | ☑ | In 2024, we implemented a more rigorous Executive Stock Ownership Policy to link Executive and shareholder interests and encourage a long-term perspective in managing the Company. | | Annual Risk Assessment | ☑ | The Compensation Committee and its outside consultant conduct an annual risk assessment to determine whether we have incentive compensation arrangements for Executives that create potential material risk for the Company. | | Independent Compensation Consultant | ☑ | The Committee has engaged an independent compensation consulting firm, Frederic W. Cook & Co., Inc. The firm reports directly to the Committee and does not provide any other services to the Company. | | Maximum Award Amounts | ☑ | The Committee establishes maximum incentive compensation payouts with an appropriate balance between long-term and short-term objectives. | | Annual Say-on-Pay Vote and Shareholder Outreach | ☑ | We hold an annual advisory vote and conduct regular shareholder outreach on our executive compensation program. We consider the results and feedback when assessing our executive compensation practices and policies. | | Compensation Committee is Comprised of Only Independent Directors | ☑ | Pursuant to our Corporate Governance Guidelines, our Compensation Committee is comprised solely of independent directors. |
2024 EXECUTIVE PAY HIGHLIGHTS
| WHAT WE DON’T DO | | | | No Employment Agreements with Long-Term Guarantees | ☒ | We do not have employment contracts of defined length with our Executives with ongoing multi-year guarantees for base salary increases, bonuses or equity compensation. | | No Golden Parachute Tax Gross-Ups | ☒ | None of our Executives are entitled to tax gross-ups on “parachute payments” that would be provided upon a change in control. | | No Repricing or Cash-Out of Underwater Stock Options | ☒ | We have not repriced or cashed-out underwater stock options and we cannot do so without shareholder approval. | | No Supplemental Executive Retirement Plan or Executive Pension Plan | ☒ | We do not provide Executives with a supplemental retirement plan or an executive pension plan. | | No Single-Trigger Change in Control Arrangements | ☒ | We do not have arrangements that provide for single-trigger change in control benefits. | | No Material Compensation Risk | ☒ | We do not have incentive compensation arrangements for Executives that create potential material adverse risk for the Company, based on a risk assessment conducted by the Compensation Committee and its outside consultant annually. | | No Dividends on Unearned or Unvested Equity Awards | ☒ | We do not pay dividends on Executives’ unearned or unvested equity awards. | | No Hedging | ☒ | We prohibit Company employees at the level of Vice President and above, as well as other insiders, from engaging in any hedging or publicly traded derivative transactions in Company stock. | | No Pledging | ☒ | We prohibit Executives from pledging Company stock as collateral for a loan or for any other purpose. |
2024 EXECUTIVE PAY HIGHLIGHTS
Compensation Objectives Our fiscal 2024 compensation program is designed to align Executives’ total compensation with our strategic priorities, the short and long-term financial performance of the Company, and our shareholders’ interests, while enabling us to attract and retain top talent. Specifically, the program is designed to: •Drive a high performance culture; •Support our business by motivating and rewarding achievement of our strategic priorities, the short and long-term financial performance of the Company, and individual contributions; •Attract and retain top talent; •Link Executives’ rewards to shareholder returns and long-term value creation; and •Promote a culture of executive stock ownership, aligning our Executives and shareholders. Our compensation program rewards Executives for the achievement of our strategic priorities and the Company's short and long-term financial performance, for their individual contributions, and for improving shareholder returns. 64% of our CEO's intended annual target compensation opportunity and 60% of each other Executive's intended annual target compensation opportunity requires achievement of performance goals tied to these objectives (either in the form of PRSUs or annual cash incentive bonus). When we do not achieve targeted performance levels, the total compensation that can be realized by our Executives is substantially reduced. In the case of performance-based awards, our Executives will not earn any performance-based incentive compensation if we do not reach threshold performance levels. When we exceed targeted performance levels, the compensation that can be realized by our Executives may exceed target compensation levels subject to maximum payout caps established by the Committee. We believe that this is the most effective means of aligning executive compensation with our strategic priorities, financial performance, and shareholders’ interests. Elements of Compensation The main elements of our fiscal 2024 executive compensation program were: •Base salary; •Annual cash incentive bonus; •Long-term incentives; and •Benefits and tailored perquisites. We include these elements in our executive compensation program because we believe each element supports the achievement of one or more of our compensation objectives described above, and that together they have been and will continue to be effective in this regard. The Compensation Committee determines the use and weight of each compensation element based on the importance of each compensation objective in supporting our business and talent strategies, and benchmarks them against similar executives at other companies in our peer group. Base salary represented 10% of our CEO's intended annual target compensation opportunity and on average represented 16% of each other Executive's intended annual target compensation opportunity in 2024, which demonstrates the emphasis we typically place on compensation that is performance-based and/or at-risk. Base Salary Base salaries are set at a level that the Committee believes will effectively attract and retain top talent, considering the factors described below under “Compensation Analysis Framework.” In addition, the Committee considers the impact of base salary changes on other compensation components (such as annual cash incentive bonus and long-term incentives) where applicable. The Committee reviews base salaries for Executives in the first fiscal quarter, and as needed throughout the year in connection with promotions or other changes in responsibilities.
FISCAL 2024 ANNUAL BONUS
FISCAL 2024 ANNUAL BONUS Our annual bonus program is intended to directly support our strategic priorities by rewarding Executives for delivering profitability and improving operating efficiency. In setting the fiscal 2024 annual bonus structure, the Compensation Committee considered our strategic and talent priorities, as well as the factors described below under “Compensation Analysis Framework.” The Committee determined that there was a need to encourage Executives to achieve our strategic priorities, in particular maintaining financial and operational rigor and reinvigorating our brands, to position us for long-term success. To support these goals, the Committee approved an annual cash incentive structure based solely on financial performance for the fiscal year. Given the importance of accountability for operating efficiency and delivering total Company and brand earnings to our strategic priorities, the Committee weighted (i) 33.3% on an SG&A as a percent of net sales target, (ii) 33.3% on a Gap Inc. EBIT target, and (iii) 33.3% on an individualized weighted brand average EBIT target, in each case, subject to potential adjustment for certain pre-established items that are unusual in nature or infrequently occur (actual adjustments made in 2024 are described below). While annual bonus metrics remained the same as in fiscal 2023, the Committee selected different weightings with a stronger emphasis on Gap Inc. and brand profitability as our focus shifted from cost reduction to reinvigorating our brands while maintaining well-controlled expenses. Additionally, as discussed below, the Committee set a minimum performance requirement that needed to be achieved in order to fund any bonuses. Under the fiscal 2024 annual bonus structure, the individualized weighted brand average EBIT target was used to measure a weighted brand average or brand-specific performance, depending on the Executive's scope of responsibility. For Mr. Dickson and Ms. O’Connell, this target was based on the following weighted average of the brand attainments: 50% Old Navy, 20% Athleta, 20% Gap brand and 10% Banana Republic. For Mr. Barbeito, Mr. Breitbard, and Mr. Blakeslee, this target was based on the organizations they lead: 100% Old Navy, 100% Gap brand and 100% Athleta, respectively. The table below describes the target annual bonus and potential payout range for each Executive under the fiscal 2024 annual bonus structure.
FISCAL 2024 ANNUAL BONUS
| Name | Target Percentage of Base Salary | Potential Payout Range as a Percentage of Target | | Richard Dickson | 185% | 0 – 200% | | Katrina O’Connell | 150% | 0 – 200% | | Haio Barbeito | 150% | 0 – 200% | | Mark Breitbard | 150% | 0 – 200% | | Chris Blakeslee | 150% | 0 – 200% |
FISCAL 2024 ANNUAL BONUS
Bonus payments are made under the Executive Management Incentive Compensation Award Plan (the “Executive MICAP”). Pursuant to the Executive MICAP, the Committee sets a minimum performance requirement that needs to be achieved before determination and payment of any bonus. Satisfaction of the minimum performance requirement results in the funding of the maximum bonus that could be paid to each Executive being established, and the Committee then applies negative discretion as needed to determine actual payouts to each Executive based on performance against pre-established financial goals and individual performance. The minimum performance requirement the Committee established in 2024 was achievement of the Gap Inc. EBIT threshold goal described below, subject to certain adjustments. The Committee approved
FISCAL 2024 ANNUAL BONUS
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FISCAL 2024 ANNUAL BONUS
| Compensation Discussion and Analysis | 41 |
FISCAL 2024 ANNUAL BONUS
a minimum performance requirement for 2024 that was more difficult to achieve than in prior years to encourage Executives to achieve our strategic priorities, including maintaining financial and operational rigor and reinvigorating our brands, by delivering threshold profitability for the Company. The Committee determined that the minimum performance requirement was achieved in 2024.
FINANCIAL PERFORMANCE
FINANCIAL PERFORMANCE The Compensation Committee approved threshold, target, and maximum financial performance levels for the Gap Inc. and individualized weighted brand average EBIT goals and the SG&A as a percentage of net sales goal for fiscal 2024 and determined that payouts for these goals would be made only if threshold performance was achieved. The Committee set these goals for fiscal 2024 at what it considered to be rigorous yet attainable levels to provide a meaningful incentive for Executives to improve performance in light of our expected performance at the time they were established. The following table shows the fiscal 2024 EBIT goals for our brands that were used to calculate the individualized weighted brand average goals expressed as a percentage of fiscal 2023 actual results. Also shown below are the actual percentages achieved expressed as a percentage of fiscal 2023 actual results, after adjustments for items that were not considered when the goals were set, which included planned partner model shifts. No additional adjustments to the results were made other than the neutralization of foreign exchange rate fluctuations. As a result of the following attainments, the individualized EBIT goals funded at 160% of target for Mr. Dickson and Ms. O'Connell, at 200% of target for Mr. Barbeito, at 200% of target for Mr. Breitbard, and at 0% of target for Mr. Blakeslee.
FINANCIAL PERFORMANCE
The following tables show the funding levels and actual funding for the Gap Inc. SG&A as a percentage of net sales goal. Depending on our level of net sales, the Committee established threshold, target and maximum performance ranges based on the achievement of SG&A as a percentage of net sales, with results between threshold, target and maximum levels in
FINANCIAL PERFORMANCE
| Gap Inc. SG&A Goal % of Actual Net Sales | Payout Funding Level | | Greater than 34.4% | 0% | | Equal to 34.1% | 100% | | Less than or Equal to 33.5% | 200% |
FINANCIAL PERFORMANCE
| Gap Inc. SG&A % of Actual Net Sales Result | Actual Payout Funding | | 32.9% | 200% |
INDIVIDUAL PERFORMANCE ADJUSTMENT
INDIVIDUAL PERFORMANCE ADJUSTMENT Subject to the achievement of the minimum performance requirement and the achievement of threshold financial goals, prior to determining the final bonus payout, if any, for each Executive, individual performance is assessed to determine if an adjustment is warranted. Each Executive's annual performance is rated on a five-level scale from Unsatisfactory to Exceptional. In assessing each Executive’s individual performance, achievement of our strategic priorities, challenges the Executive faced during the year, the Company's financial performance, and demonstration of our values-based leadership behaviors, among any other relevant factors, are considered. Based on these ratings, the CEO makes recommendations to the Committee for final bonus payout adjustments, if any, for Executives that report to the CEO, and the Committee decides whether any adjustment is warranted for the CEO without the CEO's participation. In fiscal 2024, the Committee determined that positive individual adjustments were warranted for Richard Dickson and Katrina O'Connell based on strong execution against our strategic priorities and the Company's financial outperformance. The Committee also determined that a negative individual adjustment was warranted for Chris Blakeslee based on Athleta's financial underperformance in fiscal 2024. No other Executive received an individual adjustment in fiscal 2024. The funding of the annual bonus pool for the Senior Leadership Team was based on the achievement of the formulaic financial goals described above. As a result, the individual adjustments offset one another and did not expand the size of the calculated bonus pool.
ACTUAL BONUSES
ACTUAL BONUSES The following graphic illustrates the calculation of fiscal 2024 bonuses.
ACTUAL BONUSES
| Base Salaryx | Target % of Base Salaryx | 33.3% X FY24 SG&A as % of Net Sales (% Achieved) | + | 33.3% X FY24 Individualized EBIT (% Achieved) | + | 33.3% X FY24 Gap Inc. EBIT (% Achieved) | = | Funded Bonus | → | Actual Bonus (After Individual Performance Adjustment) |
ACTUAL BONUSES
*Bonus payments are subject to achievement of a minimum performance requirement. The following table describes the calculation of bonuses to be paid to each Executive for fiscal 2024 performance.
ACTUAL BONUSES
| Name | Base Salary (1)x | Target Percentage of Base Salary (2)x | (33%x | Actual Percentage Achieved: FY24 SG&A as % of Net Sales | + | 33%x | Actual Percentage Achieved: FY24 Individual EBIT (3) | + | 33%x | Actual Percentage Achieved: FY24 Gap Inc. EBIT) | = | Funded Bonus | → | Actual Bonus (After Individual Performance Adjustment) | Actual Bonus (% to Target) | | Richard Dickson | $1,400,000x | 185%x | (33%x | 200% | + | 33%x | 160% | + | 33%x | 200%) | = | $4,834,665 | → | $5,180,000 | 200% | | Katrina O’Connell | $900,000x | 150%x | (33%x | 200% | + | 33%x | 160% | + | 33%x | 200%) | = | $2,520,000 | → | $2,700,000 | 200% | | Haio Barbeito | $1,084,341x | 150%x | (33%x | 200% | + | 33%x | 200% | + | 33%x | 200%) | = | $3,253,022 | → | $3,253,022 | 200% | | Mark Breitbard | $1,100,000x | 150%x | (33%x | 200% | + | 33%x | 200% | + | 33%x | 200%) | = | $3,300,000 | → | $3,300,000 | 200% | | Chris Blakeslee | $950,000x | 150%x | (33%x | 200% | + | 33%x | 0% | + | 33%x | 200%) | = | $1,900,000 | → | $1,239,750 | 87% |
ACTUAL BONUSES
| | 2025 Proxy Statement |
ACTUAL BONUSES
| Compensation Discussion and Analysis | 43 |
ACTUAL BONUSES
(1)Base salaries are prorated based on any changes during the fiscal year. (2)Bonus targets are prorated based on any changes during the fiscal year. (3)For Mr. Dickson and Ms. O’Connell, their individualized weighted brand average EBIT attainments, as described above, are displayed. Long-Term Incentives
OVERVIEW
OVERVIEW We believe that stock-based long-term incentives align executive compensation with our Company’s financial performance, achievement of our strategic priorities, and shareholder returns. In 2024, the Compensation Committee determined that the long-term equity mix should consist of PRSUs and RSUs in order to provide consistent retention value and effectively manage dilution from equity awards. Measured by target grant value, 64% and 60% of long-term incentives granted to our CEO and Executives other than the CEO, respectively, in 2024 were delivered in the form of PRSUs that require the achievement of performance goals, to promote sustained improvement in financial performance, achievement of our strategic priorities, and long-term value creation for shareholders. The remaining long-term incentive value was delivered in the form of RSUs. The following table shows the intended target values approved by the Compensation Committee for long-term incentives granted to Executives in 2024. We compute the actual number of target shares granted under PRSU and RSU awards based on the 20-trading day simple average of our closing stock price prior to the grant date.
OVERVIEW
| Name | Fiscal 2024 Total Target Long-Term Incentive Grant Value | | Richard Dickson | $10,000,000 | | Katrina O’Connell | $3,500,000 | | Haio Barbeito | $5,500,000 | | Mark Breitbard | $3,500,000 | | Chris Blakeslee | $3,250,000 |
EQUITY AWARD MIX
EQUITY AWARD MIX For fiscal 2024, the equity award mix chosen by the Committee and measured by target grant value consisted of 64% PRSUs and 36% RSUs for our CEO, and 60% PRSUs and 40% RSUs for Executives other than the CEO. The mix was selected by the Committee to align incentive opportunities with an appropriate level of performance-related risk. The mix also ensured that more than half of the value of the long-term incentives granted to our Executives was in the form of PRSUs for performance-based long-term pay delivery and shareholder value alignment.
EQUITY AWARD MIX
| | 2025 Proxy Statement |
EQUITY AWARD MIX
| Compensation Discussion and Analysis | 44 |
EQUITY AWARD MIX
The table below summarizes each long-term incentive award granted in fiscal 2024.
EQUITY AWARD MIX
| Long-Term Incentive Award | Mechanics | Objectives | | PRSUs | •64% and 60% of long-term incentives granted to our CEO and Executives other than the CEO, respectively. •Grants are earned after a three-year performance period. •Measure: Three-year cumulative Gap Inc. EBIT (awards earned at 0% – 250% of target prior to being modified). •Modifier: Relative TSR vs. S&P Retail Select Index (awards modified up or down by 20%, for a total potential payout of 0% – 300% of target). •Beginning with the fiscal 2024-2026 PRSU cycle, 100% of earned shares are delivered after the 3-year performance period when the Committee certifies performance. | •Long-term EBIT goals in the PRSUs focus Executives on the importance of long-term operating performance within their control and accountability and are aligned to improving profitability. •TSR provides an external metric that aligns Executives’ pay to shareholder returns relative to a peer index. •The goals and time horizon differ from the annual bonus plan that focuses on one-year EBIT and SG&A goals and provide a focus on sustained Company-wide achievement over a multi-year period. •Delivery of all earned shares when performance is certified strengthens our ability to attract and retain talent by aligning with the prevailing market practice. | | RSUs | •36% and 40% of long-term incentives granted to our CEO and Executives other than the CEO, respectively. •Time-based. •Vesting 25% per year over four years. | •Drives talent retention through a multi-year service period and shareholder alignment as their value is tied to our share price. •Beginning in fiscal 2025, annual RSU awards will generally vest ratably over three years instead of four years, which strengthens our ability to attract and retain talent by aligning with the prevailing market practice. |
EQUITY AWARD MIX
It has been our practice to grant long-term incentives to Executives on an annual basis, usually in the first quarter of each fiscal year. This timing was selected because it follows the release of our annual financial results for the prior year and completion of annual compensation reviews. We also grant long-term incentives on other dates to newly hired executives and periodically in connection with promotions or to improve competitiveness and to position Executives appropriately to benchmarks. Grants are typically approved by the Committee at a meeting and are effective on the meeting date. However, the effective grant date for new hires is no earlier than their first day of employment. Stock-based awards are granted under our 2016 Long-Term Incentive Plan, which was last amended and approved by our shareholders in 2023. In 2024, the Board approved an update to the 2016 Long-Term Incentive Plan to clarify the treatment of PRSUs for all employees in the event of a change in control. As amended, the 2016 Long-Term Incentive Plan provides that an acquiror can either assume or continue PRSUs with or without performance conditions, and that if an acquiror does not assume or continue PRSUs, then they will become fully vested (with any PRSUs vesting at target achievement). In determining the fiscal 2024 long-term incentive structure and award amounts, the Committee considered the factors described below under “Compensation Analysis Framework,” including a review of market data for comparable positions and each individual’s accumulated vested and unvested awards, current and potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards between Executives and in relation to other compensation elements, shareholder dilution and accounting expense.
PRSUs
PRSUs PRSUs are intended to promote sustained improvement in financial performance, achievement of our strategic priorities, and long-term value creation for shareholders. Additionally, they represent full-value shares of our stock to drive performance, promote retention, and foster a long-term shareholder ownership perspective. In general, we believe the grant or vesting of a significant percentage of full-value shares for Executives should be based on performance against long-term performance goals. Therefore, in fiscal 2024, 64% and 60% of the long-term incentives granted to our CEO and Executives other than the CEO, respectively, were granted in PRSUs. The PRSUs received by our Executives are described in more detail in “2024 Grants of Plan-Based Awards.” In the past, any earned PRSUs typically vested 50% on the date the Compensation Committee certified performance following the performance period and 50% on the one-year anniversary of that date, subject to continued service with the
PRSUs
Company through each such date. Beginning with the fiscal 2024-2026 PRSU cycle, the Compensation Committee determined that PRSUs granted to Executives should typically vest at a rate of 100% on the date the Compensation Committee certifies performance following the performance period, subject to continued service with the Company through the certification date. The Compensation Committee made this change in October 2024, after the 2024-2026 PRSUs were granted, to strengthen our ability to attract and retain talent by aligning our PRSU program with the prevailing market practice. No changes were made to the performance goals or measurement period for the 2024-2026 PRSUs, but only to the payout timing following certification. Vesting is generally accelerated upon death, disability, or retirement (if retirement-eligible) if the awards are granted at least one year from the event and any performance conditions have been previously satisfied. Additional circumstances under which vesting of long-term incentives may be accelerated are described in “2024 Potential Payments Upon Termination.”
FISCAL 2024-2026 PRSU PROGRAM
FISCAL 2024-2026 PRSU PROGRAM Executives are currently eligible to earn PRSUs under our PRSU program. The key features of the PRSU program are described below: •Each Executive received a PRSU award. PRSUs were granted to Executives in March 2024. PRSUs give the Executive the right to receive shares of our stock based on achievement against performance goals during a specified three-year performance period, subject to certain service requirements. Actual shares paid out, if any, will vary based on achievement of the performance goals. •The number of actual shares that an Executive may earn after the end of the performance period is based on the attainment of a three-year cumulative EBIT goal measured at the Gap Inc. level, subject to potential adjustment for certain pre-established items that are unusual in nature or infrequently occur. The Committee set this goal for the fiscal 2024-2026 cycle at what it considered to be a rigorous yet attainable level in order to provide a meaningful incentive for Executives to improve performance in light of our expected performance at the time it was established. The award is then modified based on relative TSR, which measures our stock performance against the S&P Retail Select Index during the same three-year period. The potential payout range as a percentage of the target award based on the three-year EBIT goal attainment is 0% to 250%. The award will then be modified up or down by up to 20% (for a total opportunity of 0% to 300% of target) based on the level of relative TSR performance. •As discussed above, the Compensation Committee modified the vesting schedule for PRSUs in October 2024 beginning with the fiscal 2024-2026 PRSU cycle. Going forward, 100% of the award is payable after the three-year performance period when the Compensation Committee certifies performance, subject to continued service with the Company through the certification date.
FISCAL 2024-2026 PRSU PROGRAM
| | Fiscal 2024-2026 PRSU Award Potential Payout | | | | Name | Target Value | Target Number of Performance Shares | Potential Payout Range as Percentage of Target Shares | | Richard Dickson | $6,400,000 | 315,893 | 0 – 300% | | Katrina O’Connell | $2,100,000 | 103,652 | 0 – 300% | | Haio Barbeito | $3,300,000 | 162,882 | 0 – 300% | | Mark Breitbard | $2,100,000 | 103,652 | 0 – 300% | | Chris Blakeslee | $1,950,000 | 96,248 | 0 – 300% |
FISCAL 2024-2026 PRSU PROGRAM
| Percentile Rank | PRSU Modifier Payout | | 75th Percentile or Higher | 120% | | 50th Percentile | 100% | | 25th Percentile or Lower | 80% |
FISCAL 2022-2024 PRSU CYCLE
| | Fiscal 2022 - 2024 Cycle PRSU Achievement | | | | | | Name | Target Shares | Actual 2022-2024 EBIT Percentage Achieved | Actual Relative TSR Modifier | Actual Percentage Achieved (1) | Actual Shares Earned (2) | | Katrina O’Connell | 144,429 | 0% | 120% | 0% | 0 | | Haio Barbeito | 224,719 | 0% | 120% | 0% | 0 | | Mark Breitbard | 144,429 | 0% | 120% | 0% | 0 |
RSUs
RSUs RSUs represent the right to acquire full-value shares of our stock to drive performance, promote retention, and foster a long-term shareholder ownership perspective. In combination with our stock ownership requirements, RSUs subject Executives to the same stock price fluctuations experienced by shareholders but still encourage retention if our stock price does not appreciate, and help focus Executives on sustaining the value of the Company. In fiscal 2024, 36% and 40% of the long-term incentives granted to our CEO and Executives other than the CEO, respectively, were granted in RSUs. The RSUs received by our Executives are described in more detail in “2024 Grants of Plan-Based Awards.” RSUs granted to Executives in 2024 vest based on continued service at a rate of 25% annually beginning one year from the grant date. Executives generally must be employed on the vesting date or awards are forfeited. Vesting is generally accelerated upon death, disability or retirement (if retirement-eligible) if the awards are granted at least one year from the event. Additional circumstances under which vesting of long-term incentives may be accelerated are described in “2024 Potential Payments Upon Termination.” As discussed above, beginning in fiscal 2025, annual RSU awards will vest ratably over three years instead of four years.
NOTE ON STOCK OPTION AWARD TIMING
NOTE ON STOCK OPTION AWARD TIMING The Company last granted a stock option in 2022. The Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Company does not grant stock options or similar awards during periods in which there is material nonpublic information about the Company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under the Company’s insider trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to PRSUs, RSUs, or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant. The Company’s executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal 2024, no executive officer was awarded stock options, and the Company did not time the disclosure of material nonpublic information or grants for the purpose of affecting the value of executive compensation. Benefits and Perquisites Executives generally are eligible for the same health and welfare plans as other full-time Gap Inc. employees, including medical, dental, life and disability insurance, and retirement plans. We also provide tailored additional benefits and perquisites to our Executives, which we believe are reasonable and consistent with our overall compensation objectives. These perquisites and benefits include an annual physical exam, to help Executives maintain their health and wellness; financial counseling services, to help Executives concentrate on their responsibilities while supporting financial wellness and managing more complex financial planning requirements; participation in a deferred compensation plan that is offered to all highly compensated employees, as a means to help Executives meet their retirement savings goals; and matching charitable donations, up to certain annual limits, which are available to all employees given the value that we place on supporting communities. Executives are also fitted from time to time in Company apparel for business meetings or events, and at times may keep these items, which, if deemed to have any incremental value to the Company, are disclosed.
NOTE ON STOCK OPTION AWARD TIMING
| | 2025 Proxy Statement |
NOTE ON STOCK OPTION AWARD TIMING
| Compensation Discussion and Analysis | 48 |
NOTE ON STOCK OPTION AWARD TIMING
In addition to those benefits, Mr. Dickson is entitled to limited personal use of a Company airplane at an amount not to exceed $150,000 per year based on the incremental cost to the Company; reimbursement for membership dues for two business-focused social clubs; and home security services, including installation and ongoing monitoring costs, that were provided following a third-party risk assessment and aligned with our commitments to executive and associate safety. Pursuant to his offer letter, Mr. Dickson also received reimbursement for relocation costs related to his relocation to San Francisco, commuting costs to travel to the Company's offices through August 2024, and tax reimbursement payments on taxable expenses associated therewith. Beginning in August 2024, Mr. Dickson began receiving an additional ongoing annual commuting benefit to cover travel to the Company's offices at an amount not to exceed $50,000 per year but is not entitled to tax reimbursement payments on these costs. Pursuant to their offer letters, Mr. Barbeito and Mr. Blakeslee received reimbursement for relocation costs related to their respective relocations to San Francisco and commuting costs to travel to the Company's offices, and tax reimbursement payments on taxable expenses associated therewith. In addition, during fiscal 2024, the Compensation Committee determined that it was in the Company's best interests to extend Mr. Barbeito's relocation and commuting benefits through the end of fiscal 2025, but did not increase the amount of these benefits. The relocation and commuting benefits provided to Mr. Dickson, Mr. Barbeito, and Mr. Blakeslee in their offer letters were provided pursuant to our standard relocation policy for senior executives and up to the maximum levels set forth in their offer letters or as otherwise approved by the Compensation Committee. All benefits and perquisites provided to Executives in fiscal 2024 were approved by the Compensation Committee (either in their offer letters or otherwise), based on prior advice received from the Committee's independent compensation consultant. We believe the perquisites provided to our Executives benefit the Company and our shareholders as described above. With respect to Mr. Dickson's perquisites, we believe they benefit the Company and our shareholders by allowing Mr. Dickson to manage his travel and time commitments safely and efficiently and to leverage his business and personal connections for business-related purposes, while ensuring his personal safety. Additionally, Mr. Dickson's perquisites amount for fiscal 2024 includes one-time home security installation costs totaling approximately $150,000, and these costs will not appear in future years. The benefits and perquisites received by our Executives in fiscal 2024 are described in more detail in the footnotes to the “2024 Summary Compensation Table.” Stock Ownership Requirements for Executive Officers / Hedging and Pledging Prohibitions We have minimum stock ownership requirements for Executives. In 2024, we introduced a more stringent Executive Stock Ownership Policy for Executives, which includes a multiple of salary requirement instead of a fixed share requirement. The new Executive Stock Ownership Policy reinforces our belief that Company Executives should have a meaningful ownership stake in the Company to align Executives and shareholders and encourage a long-term perspective in managing the Company. As of the date of this Proxy Statement, all covered Executives had met their respective stock ownership requirement in the table below.
NOTE ON STOCK OPTION AWARD TIMING
| | Requirement (multiple of salary) | | CEO, Gap Inc. | 6x | | Brand Presidents and CFO, Gap Inc. | 3x | | Executive Vice Presidents | 2x |
NOTE ON STOCK OPTION AWARD TIMING
Covered Executives not meeting their respective stock ownership requirement must hold 50% of net after-tax shares on future vesting of equity awards acquired through the Company's equity compensation programs until the minimum stock ownership requirement is satisfied. For purposes of determining stock ownership levels, in addition to shares held directly, certain forms of equity interests in the Company count towards the stock ownership requirement, including RSUs (vested or unvested). Unvested PRSUs and unexercised stock options do not count towards the stock ownership requirement. Our insider trading policy applicable to Company officers prohibits speculation in our stock, including short sales, hedging or publicly traded option transactions. We also prohibit Executives from pledging Company stock as collateral for a loan or for any other purpose. Our hedging policy is described in more detail in “Corporate Governance—Insider Trading Policy and Restrictions on Hedging and Pledging.”
NOTE ON STOCK OPTION AWARD TIMING
| | 2025 Proxy Statement |
NOTE ON STOCK OPTION AWARD TIMING
| Compensation Discussion and Analysis | 49 |
NOTE ON STOCK OPTION AWARD TIMING
Termination Payments Various agreements, as described in more detail in “2024 Potential Payments Upon Termination,” provide for severance benefits in the event of certain terminations of employment for certain of our Executives. These benefits were selected considering competitive conditions and customary practices at the time of their implementation. We do not have arrangements that provide for single-trigger change in control benefits. Compensation Analysis Framework The Compensation Committee reviews executive compensation at least annually. The Committee approaches executive compensation as part of the overall strategic framework for total rewards at the Company. This framework applies to all employees at the Company and reflects our global rewards principles, which include: •Sharing in the success of the Company; •Rewarding for performance; and •Being fair and equitable. The Committee reviews base salary, annual incentives, long-term incentives, benefits and perquisites, both individually and as part of the total compensation package. The Compensation Committee also uses compensation data covering other peer companies to support its analysis. The Committee selected a broad spectrum of retail companies presented by Frederic W. Cook & Co. for purposes of comparing market compensation levels because we have both recruited from and lost executive talent to this industry in the past, and to ensure appropriate scope and complexity relative to the Company. These companies were selected based upon their strong brand recognition and global presence, omnichannel strategies, complexity of operations with multiple brand businesses, and comparable financial and valuation characteristics. Because the size of companies in our peer group varies considerably, regression analysis is used where appropriate to adjust the compensation data for differences in Gap Inc. and brand revenues. The peer group is reviewed by the Committee each year. The peer group used in 2024 was comprised of the companies listed below.
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| American Eagle | Levi Strauss & Co. | Ross Stores | | Bath & Body Works | Lululemon Athletica | Skechers | | Best Buy | Macy’s | The TJX Companies | | Dollar General | Nordstrom | V.F. Corp. | | Dollar Tree | PVH Corp. | Williams-Sonoma | | Foot Locker | Qurate Retail | | | Kohl’s | Ralph Lauren | |
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The Compensation Committee reviews compensation data for Executives based on an analysis of commercial surveys and proxy-reported data provided by Frederic W. Cook & Co. The analysis provides levels of base salary, annual incentives, and long-term incentive grant values in a summarized form. This data is supplemented by information obtained through proxy statement disclosures and other public sources. The Compensation Committee uses the peer group data as a frame of reference to inform its compensation review and decisions, but compensation is not set to meet specific benchmarks or percentiles. In conducting its analysis and determining compensation, the Committee also considers the following factors, where relevant: •Business and talent strategies; •The nature of each Executive’s role; •Individual performance (based on specific financial and operating objectives for each Executive, as well as the demonstration of our values-based leadership behaviors); •Future potential contributions by the Executive; •Internal comparisons to other Executives; •Internal consistency with our broad-based practices and programs; •Comparisons of the value and nature of the compensation elements to each other and in total; and •Retention risk.
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| | 2025 Proxy Statement |
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| Compensation Discussion and Analysis | 50 |
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As described below, the Committee also considers management’s recommendations and advice from the Committee’s independent compensation consultant when appropriate. The Committee periodically reviews the accounting and tax implications of each compensation element, and shareholder dilution in the case of equity awards. Role of the CEO and Compensation Consultants The Committee has engaged Frederic W. Cook & Co. as its independent compensation consultant to advise the Committee on compensation program structure and individual compensation decisions, as directed by the Committee. The consultant was selected by the Committee and does not provide any other services to the Company. In addition, we have conducted a review of the Committee’s relationship with its compensation consultant and have identified no conflicts of interest. The consultant reports directly to the Committee, although the consultant meets with management from time to time to obtain information necessary to advise the Committee. Generally, the CEO evaluates each Executive using relevant factors described above under “Compensation Analysis Framework” and makes recommendations to the Committee about the structure of the compensation program and individual compensation arrangements. Frederic W. Cook & Co. assists with these recommendations and also provides market data, which is reviewed by the Committee for its consideration. The CEO is generally present at Committee meetings when compensation, other than the CEO's own, is considered and approved. Approval of all executive compensation decisions rests solely with the Committee. Tax Considerations While Section 162(m) of the Internal Revenue Code generally places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any one year for each “covered employee”, the Committee believes that it is in the best interests of the Company and our shareholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating, and retaining key executives, even if their compensation may not be fully deductible for federal income tax purposes. Recovery and Adjustments to Awards In June 2023, the U.S. Securities and Exchange Commission approved the New York Stock Exchange’s proposed rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. In August 2023, we amended and restated our Executive Compensation Recoupment Policy, which currently applies to our Senior Leadership Team, to reflect these new requirements. In addition to requiring the recovery of incentive-based compensation in the event of a financial restatement, our Executive Compensation Recoupment Policy also allows the Compensation Committee to recover incentive-based compensation in the event of non-restatement related miscalculations or management misconduct or negligence resulting in material financial, reputational or other harm to the Company.
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| | 2025 Proxy Statement |
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| Compensation Committee Report | 51 |
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| Compensation Committee Report |
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The Compensation and Management Development Committee (the “Committee”) has reviewed and discussed this Compensation Discussion and Analysis with management. Based on the review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 and included in the Proxy Statement for the 2025 Annual Meeting of Shareholders. Tracy Gardner (Chair) Salaam Coleman Smith Elisabeth B. Donohue April 8, 2025 Notwithstanding anything to the contrary in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filing.
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| | 2025 Proxy Statement |
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| 2024 Summary Compensation Table | 52 |
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| Executive Compensation |
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2024 Summary Compensation Table The following table shows compensation information for fiscal 2024, which ended February 1, 2025, for each person who served as our principal executive or financial officer in fiscal 2024, and the three most highly compensated executive officers at fiscal 2024 year-end who did not serve as our principal executive or financial officer (the “named executive officers”). The table also shows compensation information for fiscal 2023 and fiscal 2022, which ended February 3, 2024 and January 28, 2023, respectively, for those named executive officers who were also named executive officers in either of those years.
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| Name and Principal Position in 2024 | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total ($) | | Richard Dickson | 2024 | 1,400,000 | 175,000 | 12,281,658 | — | 5,180,000 | — | 390,188 | 19,426,846 | | President and CEO, Gap Inc. | 2023 | 697,159 | — | 11,542,892 | — | 1,802,511 | — | 322,446 | 14,365,008 | | Katrina O'Connell | 2024 | 900,000 | — | 4,281,618 | — | 2,700,000 | — | 67,744 | 7,949,362 | | EVP and CFO, Gap Inc. | 2023 | 914,615 | — | 3,314,782 | — | 2,557,510 | — | 67,682 | 6,854,589 | | | 2022 | 866,538 | — | 2,521,291 | 638,980 | — | — | 61,280 | 4,088,089 | | Horacio Barbeito | 2024 | 1,084,615 | 1,187,500 | 6,728,281 | — | 3,253,022 | — | 501,416 | 12,754,834 | | President and CEO, Old Navy | 2023 | 1,019,230 | 1,187,500 | 2,951,030 | — | 2,595,611 | — | 307,619 | 8,060,990 | | | 2022 | 500,000 | 745,879 | 5,419,394 | — | — | — | 148,197 | 6,813,470 | | Mark Breitbard | 2024 | 1,100,000 | — | 4,281,618 | — | 3,300,000 | — | 74,369 | 8,755,987 | | President and CEO, Gap Brand | 2023 | 1,121,154 | — | 2,295,250 | — | 3,300,000 | — | 74,793 | 6,791,197 | | | 2022 | 1,100,000 | — | 2,521,291 | 638,980 | — | — | 74,194 | 4,334,465 | | Chris Blakeslee | 2024 | 950,000 | 450,000 | 3,975,776 | — | 1,239,750 | — | 305,721 | 6,921,247 | | President and CEO, Athleta | 2023 | 475,000 | — | 8,092,183 | — | 855,398 | — | 287,055 | 9,709,636 |
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| 2024 Summary Compensation Table | 53 |
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| 2024 Summary Compensation Table | 54 |
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| 2023 Grants of Plan-Based Awards | 55 |
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| 2024 Outstanding Equity Awards at Fiscal Year-End | 56 |
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| 2024 Outstanding Equity Awards at Fiscal Year-End | 57 |
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| 2024 Option Exercises and Stock Vested | 58 |
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| 2024 Nonqualified Deferred Compensation | 59 |
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| 2024 CEO Pay Ratio | 60 |
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| 2024 Potential Payments Upon Termination | 61 |
POST-TERMINATION BENEFITS
| 2024 Potential Payments Upon Termination | 62 |
POST-TERMINATION BENEFITS
| 2024 Potential Payments Upon Termination | 63 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Potential Payments Upon Termination | 64 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Compensation Actually Paid | 65 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Compensation Actually Paid | 66 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Compensation Actually Paid | 67 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Compensation Actually Paid | 68 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Compensation Actually Paid | 69 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Compensation Actually Paid | 70 |
DEATH, DISABILITY, OR RETIREMENT
| 2024 Compensation Actually Paid | 71 |
Election of Directors
Election of Directors Election of directors by shareholders will be determined by a majority of the votes cast with respect to each director by proxy or via the Internet at the Annual Meeting. Pursuant to the Company’s Bylaws, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director. Votes cast shall include votes “for” and “against” a nominee, and exclude “abstentions” and “broker non-votes” with respect to that nominee’s election. Under our Corporate Governance Guidelines, at any meeting of shareholders where nominees are subject to an uncontested election (the number of nominees is equal to the number of seats), any nominee for director who receives a greater number of votes “against” his or her election than votes “for” such election, shall submit to the Corporate Secretary of the Company a letter offering his or her resignation, subject to the Board’s acceptance. The Governance and Sustainability Committee will consider the offer of resignation and will recommend to the Board the action to be taken. The Board will act promptly with respect to each such letter of resignation and will promptly notify the director concerned of its decision. The Board’s decision will be disclosed publicly.
When do I need to notify the Company of any proposed business or director nominees for the 2026 Annual Meeting?
When do I need to notify the Company of any proposed business or director nominees for the 2026 Annual Meeting? Our Amended and Restated Bylaws provide that in order for a shareholder to bring business before our Annual Meeting in 2026 (other than a proposal submitted for inclusion in the Company’s proxy materials), the shareholder must give written notice to our Corporate Secretary by no later than the close of business (San Francisco Time) on February 19, 2026, and no earlier than January 20, 2026 (i.e., not less than 90 days nor more than 120 days prior to the first anniversary of the date of our 2025 Annual Meeting). The notice must contain the information required by our Bylaws, including a brief description of the business desired to be brought before the Annual Meeting, the reasons for conducting such business at the Annual Meeting, the name and address of the shareholder proposing the business, the number of shares of the Company’s stock beneficially owned by the shareholder, any material interest of the shareholder in the business proposed, any interests held by the shareholder in derivative securities of the Company or arrangements with persons holding derivative securities of the Company, and other information required to be provided by the shareholder pursuant to the proxy rules of the SEC. In order for a shareholder to propose director nominees to be considered for election to the Board at our Annual Meeting in 2026, the notice must also contain the additional information required by our Bylaws, including the identity and background of each nominee, the number of shares of the Company’s stock beneficially owned by each nominee, any arrangements or understandings between the nominee and the shareholder and any other persons pursuant to which the nomination is being made, any other information relating to the nominee that must be disclosed in proxy solicitations or is otherwise required for the election of directors under the proxy rules of the SEC (including such nominee’s written consent to being named in the proxy statement and to serving as a director if elected), and certain information regarding material relationships between the shareholder and the nominee. If a shareholder fails to submit the notice by February 19, 2026, then the proposed business or nomination would not be considered at our Annual Meeting in 2026 due to the shareholder’s failure to comply with our Bylaws. Additionally, in accordance with Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as amended, management proxyholders intend to use their discretionary voting authority with respect to any shareholder proposal raised at our Annual Meeting in 2026 as to which the proponent fails to notify us on or before February 19, 2026. Notices must be addressed to our Corporate Secretary at Gap Inc., Two Folsom Street, San Francisco, California 94105. A copy of the full text of the Bylaw provisions relating to our advance notice procedures may be obtained by writing to our Corporate Secretary at that address or at www.gapinc.com (follow the Investors, Governance link). In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Rule 14a-19(b). By Order of the Board of Directors, Julie Gruber Corporate Secretary
When do I need to notify the Company of any proposed business or director nominees for the 2026 Annual Meeting?
| | 2025 Proxy Statement |
When do I need to notify the Company of any proposed business or director nominees for the 2026 Annual Meeting?
| Other Information | 81 |
When do I need to notify the Company of any proposed business or director nominees for the 2026 Annual Meeting?
Note About Forward-Looking Statements In this Proxy Statement, the Company has disclosed information which may be considered forward-looking within the meaning of the U.S. federal securities laws. Forward-looking statements may appear throughout this Proxy Statement, including in the Compensation Discussion and Analysis. In some cases, you can identify these forward-looking statements by the use of terms such as “believe," “will," “expect," “estimate," “intend," “strategy," “future," “opportunity," “plan," “may," “should," “would," and “continue to," or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to statements regarding our current strategic priorities, including maintaining and delivering financial and operational rigor, the reinvigoration of our brands, strengthening our operating platform, and energizing our culture; driving to become a high-performing house of iconic American brands; generating sustainable, profitable growth and delivering long-term value for our shareholders; and the impact of changes to our go-forward long-term incentive program and stock ownership requirements. For information regarding risks and uncertainties associated with our business and a discussion of some of the factors that may cause actual results to differ materially from the results expressed or implied by such forward-looking statements, please refer to our SEC filings, including the “Risk Factors" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections of our Annual Report on Form 10-K for the fiscal year ended February 1, 2025. The Company undertakes no obligation to update information in this Proxy Statement. Information Referenced In this Proxy Statement The content of the websites referred to in this Proxy Statement are not incorporated by reference into this Proxy Statement.
When do I need to notify the Company of any proposed business or director nominees for the 2026 Annual Meeting?
| | 2025 Proxy Statement |