DEF 14A of Gap Inc, Mar 27, 2024

DEF 14A of Gap Inc

Filed Mar 27, 2024 · FY20230000950170-24-037000

Open on EDGAR

  1. Director Nominee Demographics, Skills and Experience

    Director Nominee Demographics, Skills and Experience

  2. Director Nominee Demographics, Skills and Experience

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  3. Director Nominee Demographics, Skills and Experience

    * Tenure and age are measured as of the filing date of this Proxy Statement.

  4. Director Nominee Demographics, Skills and Experience

    | | 2024 Proxy Statement |

  5. Director Nominee Demographics, Skills and Experience

    Proposal 2 – Ratification of Auditors (Page 28)

  6. Director Nominee Demographics, Skills and Experience

    | | The Board of Directors Recommends a Vote “FOR” the Selection of Deloitte & Touche LLP as Our Independent Accountant for Fiscal 2024. |

  7. Director Nominee Demographics, Skills and Experience

    Based on the Audit and Finance Committee’s assessment of Deloitte & Touche LLP’s qualifications and performance, the Board believes that retention of Deloitte & Touche for fiscal 2024 is in our shareholders’ best interests. Proposal 3 – Say-on-Pay (Page 31)

  8. Director Nominee Demographics, Skills and Experience

    | | The Board of Directors Recommends a Vote “FOR” the Approval, on an Advisory Basis, of the Overall Compensation of the Company’s Named Executive Officers. |

  9. AVERAGE EXECUTIVE TARGET COMPENSATION

    AVERAGE EXECUTIVE TARGET COMPENSATION * This chart reflects the average target compensation for fiscal 2023 for our named executive officers other than Mr. Dickson and Mr. Blakeslee, who were hired in 2023, and Mr. Martin, who served as Interim CEO in 2023, as each had non-standard long-term incentive arrangements. This chart is based on salary and target bonus amounts as of April 1, 2023 and the target grant value of fiscal 2023 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.

  10. FISCAL 2023 ANNUAL BONUS STRUCTURE

    FISCAL 2023 ANNUAL BONUS STRUCTURE

  11. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Base SalaryX | Target % of Base SalaryX | 50% X FY23 Operating Expense as % of Net Sales (% Achieved) | + | 25% X FY23 Individualized EBIT (% Achieved) | + | 25% X FY23 Gap Inc. EBIT (% Achieved) | = | Funded Bonus | +/- | Individual Adjustment | = | Actual Bonus |

  12. FISCAL 2023 ANNUAL BONUS STRUCTURE

    * Bonus payments are subject to achievement of a threshold funding goal.

  13. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  14. FISCAL 2023 ANNUAL BONUS STRUCTURE

    Proposal 4 – Amendment of Amended and Restated Certificate of Incorporation (Page 73)

  15. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | The Board of Directors Recommends a Vote “FOR” the Approval of the Amendment of the Company's Amended and Restated Certificate of Incorporation. |

  16. FISCAL 2023 ANNUAL BONUS STRUCTURE

    The Board believes that amending the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers, as allowed by Delaware law, is in our shareholders’ best interests.

  17. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  18. FISCAL 2023 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 | 20 | | Code of Business Conduct | 20 | | 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 | 21 | | Board Committees | 21 | | Board and Committee Meetings in Fiscal 2023 | 23 | | Attendance of Directors at Annual Meeting of Shareholders | 24 | | Stock Ownership Guidelines for Directors | 24 | | Insider Trading Policy and Restrictions on Hedging and Pledging | 24 | | 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 | 54 | | EXECUTIVE COMPENSATION | 55 | | 2023 Summary Compensation Table | 55 | | 2023 Grants of Plan-Based Awards | 58 | | 2023 Outstanding Equity Awards at Fiscal Year-End | 59 | | 2023 Option Exercises and Stock Vested | 62 | | 2023 Nonqualified Deferred Compensation | 63 | | 2023 CEO Pay Ratio | 64 | | 2023 Potential Payments Upon Termination | 65 | | 2023 Compensation Actually Paid | 69 |

  19. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  20. FISCAL 2023 ANNUAL BONUS STRUCTURE

    Table Of Contents (Cont.)

  21. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | PROPOSAL NO. 4 — AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 73 | | EQUITY COMPENSATION PLAN INFORMATION | 74 | | BENEFICIAL OWNERSHIP OF SHARES | 75 | | Beneficial Ownership Table | 75 | | Note Regarding Various Fisher Family Holdings | 77 | | Delinquent Section 16(a) Reports | 77 | | OTHER INFORMATION | 78 | | Questions and Answers about the Annual Meeting and Voting | 78 | | Note About Forward-Looking Statements | 83 |

  22. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  23. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 1 |

  24. FISCAL 2023 ANNUAL BONUS STRUCTURE

    Proposal No. 1 — Election of Directors 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 2025 Annual Meeting and until their successors are duly elected and qualified. Each director nominee 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.

  25. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | The Board of Directors Recommends a Vote “FOR” each Director Nominee. |

  26. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Richard Dickson | | | Age: 56 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. | |

  27. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  28. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 2 |

  29. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Elisabeth B. Donohue | | | Age: 58 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 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. | |

  30. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Robert J. Fisher | | | Age: 69 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. | |

  31. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  32. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 3 |

  33. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | William S. Fisher | | | Age: 66 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. | |

  34. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Tracy Gardner | | | Age: 60 Director since: 2015 Committee Membership: Compensation and Management Development (Chair) Former Public Company Directorships Held in Last Five Years: • Crocs, Inc. | | Biography: • Principal of Tracy Gardner Consultancy since 2010. Chief Executive Officer of Delia's, Inc., an omni-channel retail company primarily marketing to teenage girls, from 2013 to 2014 (Delia's, Inc. filed voluntary petitions for relief under Chapter 11 in 2014). Former executive of J. Crew Group, Inc. from 2004 to 2010. Various positions with Gap Inc. from 1999 to 2004. Experience: • With over 30 years of retail experience, Ms. Gardner is an industry veteran who brings deep product and operational expertise and experience as an operator, merchant, creative director, and leader in growing multi-channel brands. In addition, her prior experience as a former senior executive with Gap Inc. and as an advisor to Gap brand provides Ms. Gardner with an in-depth understanding of the Company’s global business structure and operations. | |

  35. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  36. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 4 |

  37. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Kathryn Hall | | | Age: 66 Director since: 2022 Committee Membership: Audit and Finance Former Public Company Directorships Held in Last Five Years: • Cohn Robbins Holding Corporation | | Biography: • Founder and Co-Chair of Hall Capital Partners, an SEC-registered investment advisor, since 1994, and a member of the firm’s Executive Committee and Investment Review Committee. Founder and Co-Executive Chair of Galvanize Climate Solutions, a mission-driven investment platform, since 2021, and a member of the firm’s Operating Committee. 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 Founder and Co-Chair of an investment firm with approximately $42 billion in assets under management. Additionally, she has substantial insights from her experience leading and developing a senior management team that is 50% women and integrating sustainability into the firm’s investment framework. | |

  38. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Amy Miles | | | Age: 57 Director since: 2020 Committee Membership: Audit and Finance (Chair) Governance and Sustainability Current Public Company Directorships: • Norfolk Southern Corporation • Amgen Inc. | | Biography: • Former Chair and Chief Executive Officer of Regal Entertainment Group, a leading theater chain, from 2015 to 2018, and Chief Executive Officer of Regal Entertainment Group from 2009 to 2015. 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. | |

  39. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  40. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 5 |

  41. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Chris O'Neill | | | Age: 51 Director since: 2018 Committee Membership: Audit and Finance | | Biography: • Managing Partner, Bobcaygeon Capital, LLC since 2013. 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, a global cloud-based technology company, 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, investor, and 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. | |

  42. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Mayo A. Shattuck III | | | Age: 69 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 three 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. | |

  43. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  44. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 6 |

  45. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Tariq Shaukat | | | Age: 51 Director since: 2023 Committee Membership: Audit and Finance Current Public Company Directorships: • Public Storage | | Biography: • Co-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 Co-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-based companies. | |

  46. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  47. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 7 |

  48. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Salaam Coleman Smith | | | Age: 54 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 23 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 developing and leading a diverse and inclusive management team in the media industry. | |

  49. FISCAL 2023 ANNUAL BONUS STRUCTURE

    Retiring Director We would like to recognize and thank Bob L. Martin, who is not standing for reelection, because he will retire from the Board effective upon the conclusion of the Annual Meeting.

  50. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | Bob L. Martin | | | During his more than 20 years of service on the Board, Mr. Martin has made immeasurable contributions to the Company – as Board Chair since 2020, and as interim Chief Executive Officer from July 2022 to August 2023, when he oversaw the start of Gap Inc.’s comprehensive transformation effort. The Company and the Board thank Mr. Martin for his passion, dedication, and leadership. |

  51. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  52. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 8 |

  53. FISCAL 2023 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 we do not maintain a formal diversity policy, the Board believes that diversity, including differences in backgrounds, qualifications, experiences, and personal characteristics, including gender and ethnicity/race, is important to the effectiveness of the Board’s oversight of the Company, and considers diversity as a factor when evaluating and recommending potential nominees. The Board believes that its criteria for selecting nominees are effective in promoting overall diversity. 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. Any search firm used to identify potential nominees is instructed to include qualified candidates who reflect diverse backgrounds in its initial list of candidates. 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 directors nominees. 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.

  54. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | | 2024 Proxy Statement |

  55. FISCAL 2023 ANNUAL BONUS STRUCTURE

    | Proposal No. 1 – Election of Directors | 9 |

  56. Director Nominee Demographics

    Director Nominee Demographics

  57. Director Nominee Demographics

    | | | | |

  58. Director Nominee Demographics

    * Tenure and age are measured as of the filing date of this Proxy Statement.

  59. Director Nominee Demographics

    | | 2024 Proxy Statement |

  60. Director Nominee Demographics

    | Proposal No. 1 – Election of Directors | 10 |

  61. 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 Chief Legal and Compliance Officer, the Chair of the Governance and Sustainability Committee, 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.

  62. 2023 Board Self-Assessment Process

    2023 Board Self-Assessment Process

  63. 2023 Board Self-Assessment Process

    | | 2024 Proxy Statement |

  64. 2023 Board Self-Assessment Process

    | Proposal No. 1 – Election of Directors | 11 |

  65. 2023 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.

  66. Director Nominee Skills and Qualifications

    Director Nominee Skills and Qualifications

  67. 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. | | | | | | | | | | | | |

  68. Director Nominee Skills and Qualifications

    | | 2024 Proxy Statement |

  69. Director Nominee Skills and Qualifications

    | Proposal No. 1 – Election of Directors | 12 |

  70. Director Nominee Skills and Qualifications

    Director Independence There will 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 2023 and has determined that Elisabeth B. Donohue, Robert J. Fisher, William S. Fisher, Tracy Gardner, Kathryn A. Hall, Amy Miles, Chris O’Neill, Mayo A. Shattuck III, Tariq Shaukat, and Salaam Coleman Smith are independent under SEC and NYSE rules and have no direct or indirect material relationships with the Company. In particular, the Board has determined that none of these directors have 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 and Richard Dickson were determined to not be independent by virtue of their employment with the Company.

  71. Director Nominee Independence

    Director Nominee Independence

  72. Director Nominee Independence

    | | 2024 Proxy Statement |

  73. Director Nominee Independence

    | Corporate Governance | 13 |

  74. Director Nominee Independence

    Corporate Governance Corporate Governance Highlights

  75. Director Nominee Independence

    | 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. |

  76. Director Nominee Independence

    | 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. Most recently, Mr. Shattuck has served as Lead Independent Director since 2022. The Lead Independent Director serves as a liaison between the independent directors and management and provides independent leadership to the Board. | | Independent Executive Sessions | At each quarterly Board meeting, time is set aside for the independent directors to meet in executive session. |

  77. Director Nominee Independence

    | | 2024 Proxy Statement |

  78. Director Nominee Independence

    | Corporate Governance | 14 |

  79. Director Nominee Independence

    | BOARD STRUCTURE | | | Director Diversity | Our directors have a diversity of backgrounds, qualifications, experiences, and personal characteristics. As described in our Corporate Governance Guidelines, the Board believes that diversity is 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. |

  80. Director Nominee Independence

    | 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 director and executive stock ownership guidelines. All directors and covered executives either meet the requirements or are on track to meet them within the required timeframe as of the date of this Proxy Statement. | | 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 recently adopted 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. |

  81. Director Nominee Independence

    | | 2024 Proxy Statement |

  82. Director Nominee Independence

    | Corporate Governance | 15 |

  83. Director Nominee Independence

    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.

  84. Director Nominee Independence

    | | Our Corporate Governance Guidelines are available at www.gapinc.com (follow the Investors, Governance links). |

  85. Director Nominee Independence

    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 and Investors, Corporate Compliance links). 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.

  86. Director Nominee Independence

    | | 2024 Proxy Statement |

  87. Director Nominee Independence

    | Corporate Governance | 16 |

  88. Director Nominee Independence

    Risk Oversight

  89. Director Nominee Independence

    | 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 program and policies  Senior management development, retention, and succession planning  Human capital management |  Board and committee composition  Corporate governance matters  Certain environmental, social, community and sustainability matters | | | | | | Enterprise Risk Management Annually, the Company’s Internal Audit department facilitates a comprehensive enterprise risk management ("ERM") assessment encompassing a number of significant risk areas identified using a risk framework, including strategic, operational, compliance, financial, sustainability, reputational, and climate risks. The ERM assessment is designed to gather information regarding key enterprise risks, emerging risks, critical risk events, and key third-party dependencies that could impact the Company’s ability to achieve its objectives and execute its strategies. Risks are 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 ERM assessment 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 ERM assessment 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 ERM mitigation plans and progress, as well as selected risks, third-party dependencies and critical risk events. 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 the Internal Audit plan and any changes to the Company’s enterprise risk profile. 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. | | |

  90. Director Nominee Independence

    | | 2024 Proxy Statement |

  91. Director Nominee Independence

    | Corporate Governance | 17 |

  92. 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. On an annual basis, management reviews 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. The Company balanced these factors 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. Management’s assessment was also presented to the Company’s Chief Legal and Compliance Officer and the Chair of the Compensation and Management Development Committee. As a result of management’s review, the Company determined that any risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  93. 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 or her own compensation. The Committee also oversees senior management development, retention, and succession plans. The Compensation and Management Development Committee approves grants of equity awards to employees at the Vice President level or above, and has delegated authority, within defined parameters, to the Company's Chief People Officer or, in her absence, the Chief Executive Officer, to approve grants of restricted stock units to employees below the Vice President level (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.

  94. 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.

  95. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    | Compensation of Directors | 25 |

  96. FISCAL YEAR 2023 AND 2024 DIRECTOR CASH COMPENSATION(1)

    | Compensation of Directors | 26 |

  97. FISCAL YEAR 2023 AND 2024 DIRECTOR CASH COMPENSATION(1)

    | Compensation of Directors | 27 |

  98. FISCAL YEAR 2023 AND 2024 DIRECTOR CASH COMPENSATION(1)

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Elisabeth B. Donohue | 102,000 | 169,991 | — | — | 15,500 | 287,491 | | Robert J. Fisher | 115,000 | 169,991 | — | — | 17,500 | 302,491 | | William S. Fisher | 90,000 | 169,991 | — | — | 15,000 | 274,991 | | Tracy Gardner | 122,000 | 169,991 | — | — | 2,000 | 293,991 | | Kathryn Hall | 106,000 | 169,991 | — | — | 5,000 | 280,991 | | Amy Miles | 141,000 | 169,991 | — | — | 5,000 | 315,991 | | Chris O'Neill | 106,000 | 169,991 | — | — | 5,711 | 281,702 | | Mayo A. Shattuck III | 156,000 | 169,991 | — | — | 35,000 | 360,991 | | Tariq Shaukat | 76,879 | 169,991 | — | — | 1,500 | 248,370 | | Salaam Coleman Smith | 102,000 | 169,991 | — | — | 15,500 | 287,491 |

  99. FISCAL YEAR 2023 AND 2024 DIRECTOR CASH COMPENSATION(1)

    (1) Under applicable SEC rules, we have omitted Mr. Dickson and Mr. Martin, who each served as a director in fiscal 2023. Mr. Dickson's and Mr. Martin's fiscal 2023 compensation is reported in the “2023 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 2023 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 11, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 19, 2024 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 2023 year-end. (3) No stock option awards were granted to our directors in fiscal 2023. None of our non-employee directors had outstanding stock option awards as of fiscal 2023 year-end. Amounts in this column consist of Company matching contributions under the Company’s Gift Match Program and the value of Gap Inc. merchandise gift cards requested by non-employee directors during the calendar year (see “Expense Reimbursement and Other Benefits” above). For Ms. Donohue, includes $15,000 in matching contributions and $500 in gift cards. For Mr. Robert Fisher, includes $15,000 in matching contributions and $2,500 in gift cards. For Mr. William Fisher, includes $15,000 in matching contributions. For Ms. Gardner, includes $2,000 in gift cards. For Ms. Hall, includes $5,000 in gift cards. For Ms. Miles, includes $5,000 in gift cards. For Mr. O'Neill, includes $711 in matching contributions and $5,000 in gift cards. For Mr. Shattuck, includes $30,000 in matching contributions and $5,000 in gift cards. For Mr. Shaukat, includes $1,500 in gift cards. For Ms. Coleman Smith, includes $15,000 in matching contributions and $500 in gift cards. Due to a clerical error, Mr. Shattuck did not receive a gift match in calendar year 2022, so his calendar year 2023 gift match limit was increased to $30,000.

  100. 2023 Executive Pay Highlights

    | • | Annual Cash Incentive Bonus. The Committee selected EBIT and operating expense as a percentage of net sales goals to drive our Executives’ focus on delivering profitability and improving operating efficiency, respectively. Executives’ bonuses were based on Gap Inc. performance as well as an individualized weighted brand average or brand-specific performance to drive both company-wide and brand focus and success. The Committee established goals that it believed were rigorous yet attainable and which supported our strategic objectives. We believe the annual bonus outcomes reflect our continued commitment to pay for performance. Annual bonuses are discussed in more detail below under “Elements of Compensation—Annual Cash Incentive Bonus”. | | • | Long-Term Incentives. Executives were generally granted a mix of Performance Restricted Stock Units (“PRSUs”) and time-based restricted stock units (“RSUs”). The Compensation Committee selected this mix to align incentive opportunities with an appropriate balance of performance-related risk. Measured by target grant value, 60% of long-term incentives granted during our annual grant cycle in fiscal 2023 to our Executives (excluding Mr. Dickson, Mr. Blakeslee, and Mr. Martin, who all had non-standard long-term incentive arrangements in 2023, and a special retention award granted to Ms. O'Connell) were granted in the form of PRSUs that require the achievement of performance goals and reward long-term value creation for shareholders. Due to the interim nature of the role, Mr. Martin received quarterly grants of RSUs while serving as Interim CEO in 2023, which are described in more detail in “CEO Compensation Summary” below. In 2023, Mr. Dickson and Mr. Blakeslee each received initial grants of RSUs and PRSUs for the fiscal 2023-2025 cycle under our PRSU program to induce them to join the Company and to offset forfeited equity awards at their prior employers. Ms. O'Connell received an additional grant of RSUs in 2023 to strengthen the retention value of her long-term incentives, given the value of her unvested equity awards, and to create further alignment with shareholder interests. These awards are described in more detail in “Elements of Compensation—Long-Term Incentives” and “Other Compensation Actions” below. | | • | PRSU Program. PRSUs comprised the largest single element of our Executives’ intended target compensation by target grant value in fiscal 2023 (other than for Mr. Dickson, Mr. Blakeslee, and Mr. Martin, who all had non-standard long-term incentive arrangements in 2023 as described above) and, since 2020, are earned under the PRSU program based on attainment of a three-year cumulative EBIT goal measured at the Gap Inc. level, with the final award payout modified based on relative total shareholder return, which measures our stock performance against the S&P Retail Select Index during the same three-year period. The Compensation Committee selected these goals to focus Executives on improving EBIT and profitability, and believes they provide a meaningful incentive for our leadership team that aligns long-term incentive awards with shareholder returns. Ms. O’Connell and Mr. Breitbard were eligible to participate in our PRSU program for the fiscal 2021-2023 cycle. However, no shares were earned for this cycle due to below threshold performance against the 3-year cumulative EBIT goal. Long-term incentives are discussed in more detail below under “Elements of Compensation—Long-Term Incentives.” |

  101. 2023 Executive Pay Highlights

    During the third quarter of fiscal 2023 when Mr. Martin remained Executive Board Chair, he received a monthly salary of $62,500 and was eligible to receive an annual target bonus of 100% of base salary. In August 2023, Martin received $817,000 of RSUs, representing his long-term incentive award for Interim CEO service in August 2023 and Executive Board Chair service for the remainder of the third quarter, which vest 100% on the first anniversary of the date of grant. This package was consistent with Mr. Martin’s compensation package as Executive Board Chair prior to his appointment as Interim CEO. In October 2023, Mr. Martin became non-executive Board Chair and was eligible to receive our standard director compensation package, including a prorated annual stock unit grant and an additional retainer for Board Chair service, prorated for his time in role in 2023. Fiscal 2023 Compensation Mix

  102. AVERAGE EXECUTIVE TARGET COMPENSATION

    AVERAGE EXECUTIVE TARGET COMPENSATION This chart reflects the average target compensation for fiscal 2023 for Executives other than Mr. Dickson and Mr. Blakeslee, who were hired in 2023, and Mr. Martin, who served as Interim CEO in 2023, as each had non-standard long-term incentive arrangements. This chart is based on salary and target bonus amounts as of April 1, 2023 and the target grant value of fiscal 2023 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.

  103. AVERAGE EXECUTIVE TARGET COMPENSATION

    | 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 is intended to incentivize the achievement and success of the financial performance in our brands and align our Executives’ performance with our strategic objectives. In 2023, each Executive’s payout under the annual cash incentive bonus was weighted (i) 50% on an operating expense as a percent of net sales target, (ii) 25% on a Gap Inc. EBIT target and (iii) 25% 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 that require the achievement of performance goals to promote sustained improvement in financial performance and reward 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 during our annual grant cycle in 2023 (excluding Mr. Dickson, Mr. Blakeslee and Mr. Martin, who all had non-standard long-term incentive arrangements in 2023, and a special retention award granted to Ms. O'Connell). 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 EBIT and profitability and to align the awards with shareholder returns. PRSUs were granted to Mr. Dickson and Mr. Blakeslee in 2023 to offset equity awards forfeited from their former employers and to induce them to join the Company.  Measured by target grant value, RSUs comprised 40% of long-term incentives granted to our Executives during our annual grant cycle in 2023 (excluding Mr. Dickson, Mr. Blakeslee, and Mr. Martin, who all had non-standard long-term incentive arrangements in 2023, and a special retention award granted to Ms. O'Connell). RSUs drive talent retention through a four-year vesting period and shareholder alignment, as their value is tied to our share price. RSUs were granted to Mr. Dickson and Mr. Blakeslee in 2023 to offset equity awards forfeited from their former employers and to induce them to join the Company. RSUs were granted to Mr. Martin in 2023 for his service as Interim CEO and Executive Board Chair. Ms. O'Connell received a special retention award of RSUs in 2023. |

  104. AVERAGE EXECUTIVE TARGET COMPENSATION

    | 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 in part based on relative total shareholder return, which aligns Executives to shareholders. | | Regular Compensation Review |  | We annually review Executive compensation 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 |  | We have executive stock ownership requirements that we review on a regular basis and revise as needed to ensure strong alignment of Executive and shareholder interests. | | Annual Risk Assessment |  | We 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. |

  105. AVERAGE EXECUTIVE TARGET COMPENSATION

    | 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 a 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 Company 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. |

  106. Fiscal 2023 Annual Bonus

    Fiscal 2023 Annual Bonus Our annual bonus program is intended to directly support our longer-term strategic objectives, including objectives related to our ongoing transformation, by focusing on delivering profitability and improving operating efficiency. In setting the fiscal 2023 annual bonus structure, the Compensation Committee considered our business and talent priorities, as well as the factors described below under “Compensation Analysis Framework.” We determined that there was a need to incentivize the achievement of our financial commitments to make progress against our strategic objectives 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, the Committee weighted (i) 50% on an operating expense as a percent of net sales target, (ii) 25% on a Gap Inc. EBIT target, and (iii) 25% 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. EBIT was calculated as net sales less (i) cost of goods sold and occupancy expenses and (ii) operating expenses. The Committee believes this weighting provides an appropriate balance between cost management and bottom line performance. 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 2023 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, Ms. O’Connell and Mr. Martin, this target was based on the following weighted average of the brand attainments: 50% Old Navy, 25% Athleta, 15% Gap brand and 10% Banana Republic. For Mr. Barbeito, Mr. Blakeslee, and Mr. Breitbard, this target was based on the organizations they lead: 100% Old Navy, 100% Athleta and 100% Gap brand, respectively. The table below describes the target annual bonus and potential payout range for each Executive under the fiscal 2023 annual bonus structure.

  107. Fiscal 2023 Annual Bonus

    | Name | Target Percentage of Base Salary | Potential Payout Range as a Percentage of Target | | Richard Dickson | 185% | 0 – 200% | | Katrina O’Connell (1) | 125/150% | 0 – 200% | | Haio Barbeito | 150% | 0 – 200% | | Chris Blakeslee | 150% | 0 – 200% | | Mark Breitbard | 150% | 0 – 200% | | Bob L. Martin (2) | 175/100% | 0 – 200% |

  108. Fiscal 2023 Annual Bonus

    Ms. O’Connell’s target annual cash incentive bonus opportunity was increased in 2023 to improve competitiveness and to position her appropriately relative to internal and external benchmarks and after considering her individual performance. The two percentages reflect Ms. O’Connell’s prior and current bonus targets, respectively.

  109. Fiscal 2023 Annual Bonus

    | | 2024 Proxy Statement |

  110. Fiscal 2023 Annual Bonus

    | Compensation Discussion and Analysis | 42 |

  111. Fiscal 2023 Annual Bonus

    Mr. Martin's target annual cash incentive bonus opportunity was decreased in 2023 in connection with his stepping down as Interim CEO in August 2023 and serving as Executive Chair through October 2023. 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 2023 was positive net income, subject to certain adjustments. The Committee determined that the minimum performance requirement was achieved in 2023.

  112. 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 for fiscal 2023 and determined that payouts for these goals would be made only if threshold performance was achieved. For the operating expense as a percentage of net sales goal, the Committee approved target and maximum goals, and determined that a payout for this goal would be made only if target performance was achieved, given the importance of cost transformation for the Company. The Committee set these goals for fiscal 2023 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 2023 EBIT goals for our brands that were used to calculate the individualized weighted brand average goals expressed as a percentage of fiscal 2021 actual results. A comparison is shown to fiscal 2021 in order to provide a meaningful comparison of the EBIT goal against prior performance as Gap Inc. had negative EBIT in fiscal 2022. Also shown below are the actual percentages achieved expressed as a percentage of fiscal 2021 actual results, after adjustments for items that were not considered when the goals were set, which included restructuring costs, the transitions to a partnership model in Greater China, franchise partner receivership, legal claims and litigations. 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 130% of target for Mr. Dickson, Ms. O'Connell and Mr. Martin, at 200% of target for Mr. Barbeito and Mr. Breitbard, and at 0% of target for Mr. Blakeslee.

  113. Financial Performance

    | Gap Inc. Operating Expense Goal % of Actual Net Sales | Payout Funding Level | | Greater than 35.3% | 0% | | From 35.3% to 34.3% | 100% | | Less than or Equal to 33.8% | 200% |

  114. Financial Performance

    | Gap Inc. Operating Expense % of Actual Net Sales Result | Actual Payout Funding | | 33.7% | 200% |

  115. 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. The CEO makes recommendations to the Committee for 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 assessing each Executive’s individual performance, any additional initiatives outside those described above, challenges that the Executive faced over the course of the year, and financial performance are considered in determining final payouts. Our bonus program allows the Committee to assess Executives’ individual performance, including our commitments on equality and belonging and environmental and social sustainability. In fiscal 2023, the Committee determined that individual adjustments were warranted for Ms. O'Connell and Mr. Breitbard due to their exceptional contributions during the year. In the case of Ms. O'Connell, the Committee recognized the Company's disciplined management of expenses during the fiscal year due to her leadership of the Company's financial management function, which contributed to the achievement of maximum funding of the operating expense as a percentage of net sales goal. In the case of Mr. Breitbard, the Committee recognized Gap brand's top- and bottom-line performance during the fiscal year under his leadership, which resulted in the achievement of maximum funding of the Gap brand individualized EBIT goal. No other Executive received an individual performance adjustment in fiscal 2023. However, 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, any positive individual performance adjustments for Executives were offset by negative adjustments for others.

  116. Actual Bonuses

    Actual Bonuses The following graphic illustrates the calculation of fiscal 2023 bonuses.

  117. Actual Bonuses

    | Base SalaryX | Target % of Base SalaryX | 50% X FY23 Operating Expense as % of Net Sales (% Achieved) | + | 25% X FY23 Individualized EBIT (% Achieved) | + | 25% X FY23 Gap Inc. EBIT (% Achieved) | = | Funded Bonus | +/- | Individual Adjustment | = | Actual Bonus |

  118. Actual Bonuses

    * Bonus payments are subject to achievement of a threshold funding goal.

  119. Actual Bonuses

    | | 2024 Proxy Statement |

  120. Actual Bonuses

    | Compensation Discussion and Analysis | 44 |

  121. Actual Bonuses

    The following table describes the calculation of bonuses to be paid to each Executive for fiscal 2023 performance.

  122. Actual Bonuses

    | Name | Base Salary (1)x | Target Percentage of Base Salary (2)(3)x | (50%x | Actual Percentage Achieved: FY23 Operating Expense as % of Net Sales | + | 25%x | Actual Percentage Achieved: FY23 Individualized EBIT (4) | + | 25%x | Actual Percentage Achieved: FY23 Gap Inc. EBIT) | = | Funded Bonus | + | Individual Adjustment | = | Actual Bonus | | Richard Dickson | $626,415x | 185%x | (50%x | 200% | + | 25%x | 130% | + | 25%x | 92%) | = | $1,802,511 | + | $0 | = | $1,802,511 | | Katrina O’Connell | $897,372x | 125/150%x | (50%x | 200% | + | 25%x | 130% | + | 25%x | 92%) | = | $2,093,668 | + | $463,842 | = | $2,557,510 | | Haio Barbeito | 1,000,000x | 150%x | (50%x | 200% | + | 25%x | 200% | + | 25%x | 92%) | = | $2,595,611 | + | $0 | = | $2,595,611 | | Chris Blakeslee | $463,477x | 150%x | (50%x | 200% | + | 25%x | 0% | + | 25%x | 92%) | = | $855,398 | + | $0 | = | $855,398 | | Mark Breitbard | $1,100,000x | 150%x | (50%x | 200% | + | 25%x | 200% | + | 25%x | 92%) | = | $2,855,172 | + | $444,828 | = | $3,300,000 | | Bob L. Martin | $911,051x | 175/100%x | (50%x | 200% | + | 25%x | 130% | + | 25%x | 92%) | = | $2,319,485 | + | $0 | = | $2,319,485 |

  123. Actual Bonuses

    (1) Our bonus formula assumes our Executives' annual base salary rates for the full fiscal year, including the additional week in fiscal 2023. Base salaries are prorated based on any changes during the fiscal year. Base salaries in this table will not match the amounts in the salary column of the Summary Compensation Table. (2) Bonus targets are prorated based on any changes during the fiscal year. Where two target percentages are listed, they reflect prior and current bonus targets, respectively. (3) Ms. O’Connell’s bonus target was increased in 2023 to improve competitiveness and to position her appropriately relative to internal and external benchmarks and after considering her overall performance. (4) For Mr. Dickson, Ms. O’Connell, and Mr. Martin, their individualized weighted brand average EBIT attainments, as described above, are displayed. Long-Term Incentives

  124. Overview

    Overview We believe that stock-based long-term incentives align executive compensation with our Company’s financial performance and shareholder returns. In the past we granted a mix of PRSUs, stock options and RSUs. However, in 2023, the Compensation Committee determined that the long-term equity mix should consist solely of PRSUs and RSUs in order to provide consistent retention value and more effectively manage dilution from equity awards. Measured by target grant value, 60% of long-term incentives granted to our Executives during our annual grant cycle in 2023 (excluding Mr. Dickson, Mr. Blakeslee, and Mr. Martin, who all had non-standard long-term incentive arrangements in 2023, and a special retention award granted to Ms. O'Connell) were delivered in the form of PRSUs that require the achievement of performance goals, to promote sustained improvement in financial performance and to reward 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 during our annual grant cycle in March 2023. In general, we compute the actual number of target shares granted under long-term incentive awards based on the 20-trading day simple average of our closing stock price prior to the grant date. However, for our annual grant cycle in March 2023, the Compensation Committee approved using a higher stock price ($14.00) than the 20-trading day simple average of our closing stock price prior to the grant date ($12.92) to compute the number of target shares granted, in order to address the short-term volatility in our stock price at the time and to conserve shares under our equity plan. As a result, the actual grant values of these awards based on the 20-trading day simple average of our closing stock price prior to the grant date are lower than the intended target values presented in the table below. Notably, as of the end of fiscal 2023, our stock price was $19.81.

  125. Overview

    | Name | Fiscal 2023 Total Target Long-Term Incentive Grant Value | | Katrina O’Connell | $3,500,000 | | Haio Barbeito | $4,500,000 | | Mark Breitbard | $3,500,000 |

  126. Overview

    The table above does not reflect an additional grant of 107,142 RSUs that Ms. O'Connell received in March 2023. The Committee determined that this special grant was necessary to strengthen the retention value of Ms. O'Connell's long-term incentives, given the value of her unvested equity awards, and to create further alignment with shareholder interests. Mr. Dickson and Mr. Blakeslee, who both joined the Company in August 2023, and Mr. Martin, who served as Interim CEO, Executive Board Chair and in a non-employee Board Chair role in 2023, are excluded from the table above as their fiscal 2023 long-term incentives are not indicative of our usual grant practices.

  127. Overview

    In connection with his joining the Company as President and CEO in August 2023, Mr. Dickson received a make-whole RSU grant covering 466,008 shares, a make-whole PRSU grant covering 466,008 target shares for the fiscal 2023-2025 cycle under our PRSU program, and an inducement RSU grant covering 438,596 shares, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make whole RSU grant vests 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date based on continued service. The make-whole PRSU grant is subject to the same performance and vesting conditions as the fiscal 2023-2025 PRSUs granted to other Executives, as described below. The inducement RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service. In connection with his joining the Company as President and CEO of Athleta in August 2023, Mr. Blakeslee received a make-whole RSU grant covering 441,932 shares, a make-whole PRSU grant covering 226,104 target shares for the fiscal 2023-2025 cycle under our PRSU program, a prorated annual RSU grant covering 77,081 shares, and a prorated annual PRSU grant covering 115,621 target shares for the fiscal 2023-2025 cycle under our PRSU program, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make-whole RSU grant vests 50% on the first anniversary of the grant date, 30% on the second anniversary of the grant date and 20% on the third anniversary of the grant date based on continued service. The make-whole and prorated annual PRSU grants are subject to the same performance and vesting conditions as the fiscal 2023-2025 PRSUs granted to other Executives, as described below. The prorated annual RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service. Mr. Martin received $650,000 of RSUs per month of service as Interim CEO in fiscal 2023, which were awarded in quarterly installments and vest 100% on the first anniversary of the date of grant, given the interim nature of the Interim CEO role. During the third quarter of fiscal 2023 when Mr. Martin remained Executive Board Chair, he received $817,000 of RSUs, representing his long-term incentive award for the third quarter, which vest 100% on the first anniversary of the date of grant. In October 2023, Mr. Martin became non-executive Board Chair and was eligible to receive our standard director compensation package, including a prorated annual stock unit grant with the same vesting terms as our other directors’ stock units. We expect that Mr. Dickson’s and Mr. Blakeslee’s long-term incentives in future years will generally align with our other Executives and will be majority performance-based in line with our pay-for-performance philosophy.

  128. EQUITY AWARD MIX

    EQUITY AWARD MIX For fiscal 2023, the equity award mix for our annual grant cycle chosen by the Committee and measured by target grant value consisted of 60% PRSUs and 40% RSUs. 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 who received an award during our annual grant cycle was in the form of PRSUs for performance-based long-term pay delivery and shareholder value alignment. The table below summarizes each long-term incentive award granted during our annual grant cycle.

  129. EQUITY AWARD MIX

    | Long-Term Incentive Award | Mechanics | Objectives | | PRSUs |  60% of long-term incentives granted to Executives during our annual grant cycle.  Grants are earned after a three-year performance period with 50% of shares delivered after year three and 50% one year later.  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). |  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 EBIT and 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 EBIT and operating expense goals, and provide a focus on sustained Company-wide achievement over a multi-year period. | | RSUs |  40% of long-term incentives granted to Executives during our annual grant cycle.  Time-based.  Vesting 25% per year over four years. |  Drives talent retention through a standard four-year service period and shareholder alignment as their value is tied to our share price. |

  130. 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 determining the fiscal 2023 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. In addition, for Mr. Dickson’s and Mr. Blakeslee’s 2023 long-term incentive structure and award amounts, the Committee considered the need to offset forfeited equity awards at their former employers and induce them to join the Company, and with respect to Ms. O'Connell's special retention award, considered the need to strengthen the retention value of her long-term incentives, given the value of her unvested equity awards, and to create further alignment with shareholder interests.

  131. PRSUs

    Therefore, in fiscal 2023, 60% of the long-term incentives granted to Executives during our annual grant cycle were granted in PRSUs. The PRSUs received by our Executives are described in more detail in "2023 Grants of Plan-Based Awards." PRSUs granted to Executives typically vest at a rate of 50% at the end of the performance period, generally subject to continued service through the date the Committee determines the number of shares that are earned, if any, and 50% on the one-year anniversary of the determination date based on continued service with the Company. 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 "2023 Potential Payments Upon Termination."

  132. FISCAL 2023-2025 PRSU Program

    FISCAL 2023-2025 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 other than Mr. Martin received a PRSU award. PRSUs were granted to Executives during our annual grant cycle in March 2023, and in August 2023 to Mr. Dickson and Mr. Blakeslee when they joined the Company. 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. When establishing the three-year cumulative EBIT target, the Committee set a target level of performance they considered to be rigorous yet attainable in order to provide a meaningful incentive for Executives to improve performance in light of our expected performance at the time the target was established. EBIT is calculated as net sales less (i) cost of goods sold and occupancy expenses and (ii) operating expenses. • 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. 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. 50% of the award is payable at the end of the three-year performance period, generally subject to continued service with the Company through the date that the Committee determines the number of shares that are earned, if any, and the remaining 50% will vest on the one-year anniversary of such determination date based on continued service with the Company.

  133. FISCAL 2023-2025 PRSU Program

    | | Fiscal 2023-2025 PRSU Award Potential Payout | | | | Name | Target Value | Target Number of Performance Shares | Potential Payout Range as Percentage of Target Shares | | Richard Dickson | $4,250,000 | 466,008 | 0 – 300% | | Katrina O’Connell | $2,100,000 | 150,000 | 0 – 300% | | Haio Barbeito | $2,700,000 | 192,857 | 0 – 300% | | Chris Blakeslee | $3,325,000 | 341,725 | 0 – 300% | | Mark Breitbard | $2,100,000 | 150,000 | 0 – 300% |

  134. FISCAL 2023-2025 PRSU Program

    | Percentile Rank | PRSU Modifier Payout | | 75th Percentile or Higher | 120% | | 50th Percentile | 100% | | 25th Percentile or Lower | 80% |

  135. FISCAL 2021-2023 PRSU CYCLE

    | | Fiscal 2021 - 2023 Cycle PRSU Achievement | | | | | | Name | Target Shares | Actual 2021-2023 Percentage Achieved | Actual Relative TSR Modifier | Actual Percentage Achieved (1) | Actual Shares Earned (2) | | Katrina O’Connell | 57,633 | 0% | 106% | 0% | 0 | | Mark Breitbard | 63,396 | 0% | 106% | 0% | 0 |

  136. 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 2023, 40% of the long-term incentives granted to Executives during our annual grant cycle were granted in RSUs. The RSUs received by our Executives are described in more detail in "2023 Grants of Plan-Based Awards." RSUs granted to Executives typically 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 "2023 Potential Payments Upon Termination." Mr. Martin’s RSUs vest 100% on their respective grant date anniversaries, given the interim nature of the Interim CEO role and consistent with his compensation package as Executive Board Chair prior to his appointment as Interim CEO. In connection with his joining the Company as President and CEO in August 2023, Mr. Dickson received a make-whole RSU grant and an inducement RSU grant, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make whole RSU grant vests 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date based on continued service. The inducement RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service. In connection with his joining the Company as President and CEO of Athleta in August 2023, Mr. Blakeslee received a make-whole RSU grant and a prorated annual RSU grant, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make-whole RSU grant vests 50% on the first anniversary of the grant date, 30% on the second anniversary of the grant date and 20% on the third anniversary of the grant date based on continued service. The prorated annual RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service. Other Compensation Actions In addition to her annual grant in March 2023, Ms. O'Connell received an additional grant of 107,142 RSUs in March 2023. The Committee determined that this special grant was necessary to strengthen the retention value of Ms. O'Connell's long-term incentives, given the value of her unvested equity awards, and to create further alignment with shareholder interests. Mr. Dickson received a $350,000 signing bonus to recruit him from his prior employer and to offset compensation from his prior employer that was forfeited as a result of his departure. The bonus is repayable in full to the Company

  137. RSUs

    | | 2024 Proxy Statement |

  138. RSUs

    | Compensation Discussion and Analysis | 50 |

  139. RSUs

    in the case of a voluntary termination or termination for cause within one year of his hire date, and half must be repaid should such a termination occur between one and two years from his hire date. Accordingly, the signing bonus will be reflected in the Summary Compensation Tables in future years when the performance condition is satisfied. Mr. Blakeslee received a $900,000 signing bonus to recruit him from his prior employer and to offset compensation from his prior employer that was forfeited as a result of his departure. The bonus is repayable in full to the Company in the case of a voluntary termination or termination for cause within one year of his hire date, and half must be repaid should such a termination occur between one and two years from his hire date. Accordingly, the signing bonus will be reflected in the Summary Compensation Tables in future years when the performance condition is satisfied. In determining Mr. Dickson’s and Mr. Blakeslee’s new hire packages, we offset near term forfeitures with initial sign-on bonuses and applied a like-for-like approach offsetting time-based long-term incentive forfeitures with RSUs and performance-based incentive forfeitures with PRSUs. 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 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. In addition to those benefits, Mr. Dickson is entitled to reimbursement for relocation (including temporary housing) and commuting costs related to his relocation to San Francisco and tax reimbursement payments on taxable expenses associated therewith. Mr. Dickson's commuting benefit may be used for travel to either of the Company's hub offices in San Francisco or New York City. Mr. Barbeito and Mr. Blakeslee were entitled to reimbursement for relocation and commuting costs related to their relocations to the United States and San Francisco, respectively, and tax reimbursement payments on taxable expenses associated therewith. Mr. Martin was entitled to reimbursement for temporary housing costs during his service as Interim CEO. The relocation and commuting benefits provided to Mr. Dickson, Mr. Barbeito and Mr. Blakeslee were provided pursuant to our standard relocation policy. In addition, the Committee determined that it was in the Company's best interests for Mr. Martin to have a permanent residence in San Francisco while he was serving as Interim CEO because he was required to be present at the Company's headquarters more frequently, but due to the interim nature of the role the Company did not provide the standard relocation benefits to Mr. Martin that are otherwise available to other Executives. In addition, in fiscal 2023, Mr. Dickson was 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, and was also entitled to reimbursement for membership dues and initiation fees for two business-focused social clubs. Mr. Dickson was also entitled to reimbursement for legal fees in connection with negotiating his offer letter. We believe the benefits provided to Mr. Dickson are commensurate with those provided to chief executive officers at similar companies and benefit the Company by allowing Mr. Dickson to manage his travel and time commitments safely and efficiently, including during his relocation, and to leverage his business and personal connections for business-related purposes. The benefits provided to Mr. Dickson, Mr. Barbeito, Mr. Blakeslee and Mr. Martin were provided up to the maximum levels set forth in their offer letters or as otherwise approved by the Compensation Committee, based on prior advice received from the Committee's independent compensation consultant. The benefits and perquisites received by our Executives in fiscal 2023 are described in more detail in the footnotes to the “2023 Summary Compensation Table.” Stock Ownership Requirements for Executive Officers / Hedging and Pledging Prohibitions We have minimum stock ownership requirements for certain executive positions to more closely link executive and shareholder interests, to balance potential rewards and risks, and to encourage a long-term perspective in managing

  140. RSUs

    | | 2024 Proxy Statement |

  141. RSUs

    | Compensation Discussion and Analysis | 51 |

  142. RSUs

    the Company. Each covered executive has five years from the date of his or her appointment to reach the requirement. All covered Executives had either met the shares requirement in the table below or had remaining time and were on track to do so as of the date of this Proxy Statement.

  143. RSUs

    | | Requirement (in shares) | | CEO, Gap Inc. | 300,000 | | Brand President & CEO | 75,000 | | Executive Vice President | 40,000 |

  144. RSUs

    Covered executives not yet meeting the requirement after the deadline must retain 50% of their after-tax shares acquired through our stock compensation programs until the requirement is reached. 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." Termination Payments Various agreements, as described in more detail in "2023 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 2023 was comprised of the companies listed below.

  145. RSUs

    | | 2024 Proxy Statement |

  146. RSUs

    | Compensation Discussion and Analysis | 52 |

  147. Peer Group

    Peer Group

  148. Peer Group

    | American Eagle | Kohl’s | Ralph Lauren | | Bath & Body Works | Levi Strauss & Co. | Rite Aid | | Bed Bath & Beyond | Lululemon Athletica | Ross Stores | | Best Buy | Macy’s | Skechers | | Dollar General | Nordstrom | The TJX Companies | | Dollar Tree | PVH Corp. | V.F. Corp. | | Foot Locker | Qurate Retail | Williams-Sonoma |

  149. Peer Group

    The Compensation Committee reviews compensation data for Executives based on an analysis of commercial surveys and proxy-reported data provided by Pay Governance LLC. 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 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. 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 consultants, 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. Management engages Pay Governance LLC to assist with these recommendations and to also provide peer group and market data, which are 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.

  150. Peer Group

    | | 2024 Proxy Statement |

  151. Peer Group

    | Compensation Discussion and Analysis | 53 |

  152. Peer Group

    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.

  153. Peer Group

    | | 2024 Proxy Statement |

  154. Peer Group

    | Compensation Committee Report | 54 |

  155. Peer Group

    Compensation Committee Report 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 3, 2024 and included in the Proxy Statement for the 2024 Annual Meeting of Shareholders. Tracy Gardner (Chair) Elisabeth B. Donohue Salaam Coleman Smith March 27, 2024 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.

  156. Peer Group

    | | 2024 Proxy Statement |

  157. Peer Group

    | 2023 Summary Compensation Table | 55 |

  158. Peer Group

    Executive Compensation 2023 Summary Compensation Table The following table shows compensation information for fiscal 2023, which ended February 3, 2024, for each person who served as our principal executive or financial officer in fiscal 2023, and the three most highly compensated executive officers at fiscal 2023 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 2022 and fiscal 2021, which ended January 28, 2023 and January 29, 2022, respectively, for those named executive officers who were also named executive officers in either of those years.

  159. Peer Group

    | Name and Principal Position in 2023(1) | Fiscal Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4)(5) | Option Awards ($)(5)(6) | Non-Equity Incentive Plan Compensation ($)(7) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(8) | All Other Compensation ($)(9) | Total ($) | | Richard Dickson | 2023 | 697,159 | — | 11,542,892 | — | 1,802,511 | — | 322,446 | 14,365,008 | | President and CEO, Gap Inc. | | | | | | | | | | | Katrina O'Connell | 2023 | 914,615 | — | 3,314,782 | — | 2,557,510 | — | 67,682 | 6,854,589 | | EVP and CFO, Gap Inc. | 2022 | 866,538 | — | 2,521,291 | 638,980 | — | — | 61,280 | 4,088,089 | | | 2021 | 814,904 | — | 2,653,389 | 737,423 | 1,000,736 | — | 61,884 | 5,268,336 | | Horacio Barbeito | 2023 | 1,019,230 | 1,187,500 | 2,951,030 | — | 2,595,611 | — | 307,619 | 8,060,990 | | President and CEO, Old Navy | 2022 | 500,000 | 745,879 | 5,419,394 | — | — | — | 148,197 | 6,813,470 | | Chris Blakeslee | 2023 | 475,000 | — | 8,092,183 | — | 855,398 | — | 287,055 | 9,709,636 | | President and CEO, Athleta | | | | | | | | | | | Mark Breitbard | 2023 | 1,121,154 | — | 2,295,250 | — | 3,300,000 | — | 74,793 | 6,791,197 | | President and CEO, Gap Brand | 2022 | 1,100,000 | — | 2,521,291 | 638,980 | — | — | 74,194 | 4,334,465 | | | 2021 | 1,100,000 | — | 3,458,832 | 811,162 | 2,120,705 | — | 75,568 | 7,566,267 | | Bob L. Martin | 2023 | 1,000,000 | — | 4,495,744 | — | 2,319,485 | — | 230,081 | 8,045,310 | | Former Interim CEO, Gap Inc. | 2022 | 1,112,500 | — | 7,365,781 | — | — | — | 66,422 | 8,544,703 |

  160. Peer Group

    | 2023 Summary Compensation Table | 56 |

  161. Peer Group

    | 2023 Summary Compensation Table | 57 |

  162. Peer Group

    | 2023 Grants of Plan-Based Awards | 58 |

  163. Peer Group

    | 2023 Outstanding Equity Awards at Fiscal Year-End | 59 |

  164. Peer Group

    | 2023 Outstanding Equity Awards at Fiscal Year-End | 60 |

  165. Peer Group

    | 2023 Outstanding Equity Awards at Fiscal Year-End | 61 |

  166. Peer Group

    | 2023 Option Exercises and Stock Vested | 62 |

  167. Peer Group

    | 2023 Nonqualified Deferred Compensation | 63 |

  168. Peer Group

    | 2023 CEO Pay Ratio | 64 |

  169. Peer Group

    | 2023 Potential Payments Upon Termination | 65 |

  170. Post-Termination Benefits

    | 2023 Potential Payments Upon Termination | 66 |

  171. Post-Termination Benefits

    | 2023 Potential Payments Upon Termination | 67 |

  172. Death, Disability, or Retirement

    | 2023 Potential Payments Upon Termination | 68 |

  173. Death, Disability, or Retirement

    | 2023 Compensation Actually Paid | 69 |

  174. Death, Disability, or Retirement

    | 2023 Compensation Actually Paid | 70 |

  175. Death, Disability, or Retirement

    | 2023 Compensation Actually Paid | 71 |

  176. Death, Disability, or Retirement

    | 2023 Compensation Actually Paid | 72 |

  177. 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.

  178. When do I need to notify the Company of any proposed business or director nominees for the 2025 Annual Meeting?

    When do I need to notify the Company of any proposed business or director nominees for the 2025 Annual Meeting? Our Amended and Restated Bylaws provide that in order for a shareholder to bring business before our Annual Meeting in 2025 (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 6, 2025, and no earlier than January 7, 2025 (i.e., not less than 90 days nor more than 120 days prior to the first anniversary of the date of our 2024 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 2025, 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 6, 2025, then the proposed business or nomination would not be considered at our Annual Meeting in 2025 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 2025 as to which the proponent fails to notify us on or before February 6, 2025. 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 links). 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

  179. When do I need to notify the Company of any proposed business or director nominees for the 2025 Annual Meeting?

    | | 2024 Proxy Statement |

  180. When do I need to notify the Company of any proposed business or director nominees for the 2025 Annual Meeting?

    | Other Information | 83 |

  181. When do I need to notify the Company of any proposed business or director nominees for the 2025 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 next Board Chair, our continuing focus on operational and financial rigor, elevating our performance, improving execution consistency, reinvigorating our brands, actions to drive operational efficiency and reduce overhead, momentum in reigniting the brand dialogue of Gap brand, reestablishing Banana Republic, Banana Republic better executing on the fundamentals, reengaging Athleta's core customer, and our long-term incentive program for Executives in future years. 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 3, 2024. 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.

  182. When do I need to notify the Company of any proposed business or director nominees for the 2025 Annual Meeting?

    | | 2024 Proxy Statement |

  183. When do I need to notify the Company of any proposed business or director nominees for the 2025 Annual Meeting?

    | |

  184. When do I need to notify the Company of any proposed business or director nominees for the 2025 Annual Meeting?

    | | 2024 Proxy Statement |