DEF 14A of Gap Inc, Mar 27, 2026

DEF 14A of Gap Inc

Filed Mar 27, 2026 · FY20250001628280-26-021740

Open on EDGAR

  1. Skills and Qualifications

    | ■ | Target Time-Based Long-Term Incentives | | ■ | Target Performance-Based Long-Term Incentives | | ■ | Target Annual Cash Incentive Bonus | | ■ | Base Salary | | ☐ | Requires Achievement of Performance Goals |

  2. Skills and Qualifications

    | Proposal No. 1 | 7 | | Corporate Governance | 18 | | Compensation of Directors | 32 |

  3. DIRECTOR NOMINEE DEMOGRAPHICS

    DIRECTOR NOMINEE DEMOGRAPHICS *Tenure and age are measured as of the filing date of this Proxy Statement. BOARD SELF-ASSESSMENT Annually, the Board conducts a formal review process to assess the composition and performance of the Board, each standing committee of the Board, and each individual director. The Governance and Sustainability Committee oversees the annual review process. The self-assessment is conducted to identify opportunities for improvement and skill set needs, as well as to ensure that the Board, the standing committees, and individual directors have the appropriate blend of diverse experiences and backgrounds, and are effective and productive. As part of the process, each director completes a survey questionnaire. Results are aggregated and summarized for discussion purposes. Responses are not attributed to any individual director and are kept confidential to ensure honest and candid feedback is received. Each director also participates in private one-on-one conversations, which have been facilitated in recent years by the Chair of the Board and Chair of the Governance and Sustainability Committee, 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.

  4. 2025 BOARD SELF-ASSESSMENT PROCESS

    | Compensation Consultant Independence Policy | We require our compensation consultant to be independent under NYSE rules, and we review its independence status annually. | | Director and Executive Stock Ownership Guidelines | We have robust director and executive stock ownership guidelines, to align directors and executives with our shareholders and encourage a long-term perspective in managing the Company. | | Anti-Hedging and Pledging Policies | Directors and covered executives are prohibited from hedging Company stock or pledging Company stock as collateral. | | No Single-Trigger Change in Control Arrangements | We do not have arrangements that provide for single-trigger change in control benefits. | | Executive Compensation Recoupment Policy | The Company’s Executive Compensation Recoupment Policy 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. |

  5. 2025 BOARD SELF-ASSESSMENT PROCESS

    | 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 •The Internal Audit function •Enterprise risk management •Our Corporate Compliance program •Our Data Privacy and Cybersecurity programs •Legal, regulatory and finance matters | •Our compensation programs and policies •Senior management development, retention, and succession planning •Human capital management | •Board and committee composition •Corporate governance matters •Environmental, social, community and sustainability matters | | | | | | Enterprise Risk Management | | | | Annually, the Company’s Internal Audit function facilitates a comprehensive enterprise risk assessment (“ERA”), supported by ongoing risk monitoring throughout the year, encompassing significant risk areas identified using a risk framework, including strategic, operational, compliance, financial, sustainability, reputational, and climate risks. The ERA is designed to gather information regarding key enterprise risks, emerging and evolving risks, and critical risk events that could impact the Company’s ability to achieve its objectives and execute its strategies. Risks are aligned to functional areas and categorized based on the Company’s potential exposure and the maturity of mitigation strategies. The Company’s Risk Committee, which currently includes the entire Senior Leadership Team, is responsible for overseeing the ERA process. Primary assessment methods include interviews and surveys with employees, key executives and Board members; review of critical Company strategies and initiatives; and monitoring of regulatory developments and emerging industry trends and issues. The ERA results are reviewed by the CEO and the Risk Committee and are presented at least annually to the Board by the Chief Audit Executive to facilitate discussion of significant risk areas, emerging and evolving risks, and related mitigation strategies. 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 regularly throughout the year to review selected risks and potential critical risk scenarios, as well as management’s associated mitigation plans and progress. A subset of the Risk Committee, the Risk Steering Committee, convenes to coordinate enterprise risk activities, support cross-functional risk ownership, and establish the agenda for broader Risk Committee discussions, including updates regarding the Company’s evolving risk profile. On a quarterly basis, our Chief Audit Executive updates the Audit and Finance Committee on changes to the Company’s enterprise risk profile and updates to the Internal Audit plan. Additionally, key third-party dependencies are monitored as part of our overall business continuity planning and resiliency efforts, with the Audit and Finance Committee receiving periodic updates. Our Chief Legal and Compliance Officer meets quarterly in a private session with the Audit and Finance Committee, in part to update the Committee on legal, regulatory, and compliance risks. In addition, on a regular basis, management communicates with the Board, both formally and informally, about key initiatives, strategies, and industry developments, in part to assess and manage potential risks. We also facilitate cross-functional training exercises to help the Company better prepare for critical risk events. The Company's Disclosure Committee is a cross-functional team that reviews financial and business disclosures, in part to ensure that required disclosures regarding risks are accurate. The Company's legal and financial reporting teams seek input and advice from internal subject matter experts and external advisors in drafting specific disclosures, and that input and advice is communicated to the Disclosure Committee as appropriate. | | |

  6. 2025 BOARD SELF-ASSESSMENT PROCESS

    DATA PRIVACY AND CYBERSECURITY RISK OVERSIGHT Our Board understands the importance of maintaining robust and effective data privacy and cybersecurity programs. The Audit and Finance Committee of the Board oversees the Company’s data privacy and cybersecurity programs as well as risk exposures and steps taken by management to monitor and mitigate data privacy and cybersecurity risks. The Company's General Counsel overseeing data privacy matters and Chief Information Security Officer provide a quarterly update on the data privacy and cybersecurity programs on an alternating basis to the Audit and Finance Committee or the full Board. Additionally, on a quarterly basis, our Chief Audit Executive updates the Audit and Finance Committee on the Internal Audit plan and periodically reviews updates to the Company's enterprise risk profile, including identified data privacy and cybersecurity risks. In the last three years, the expenses (including any penalties and settlements) we have incurred from cybersecurity breach incidents were immaterial. Additional information about the Company's cybersecurity program can be found in our Annual Report on Form 10-K filed on March 17, 2026. COMPENSATION RISK ASSESSMENT One of the goals of the Company’s compensation programs is to encourage an appropriate level of risk-taking, consistent with the Company’s business strategies. At the request of the Compensation and Management Development Committee, the Committee's independent compensation consultant reviewed each of the Company’s compensation policies and practices for the purpose of determining whether any risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. As a part of this review, each of the Company’s compensation policies and practices were compared to a number of specific factors that could potentially increase risk, including the specific factors that the SEC has identified as potentially triggering disclosure. These factors were balanced against a variety of mitigating factors. Examples of some of the mitigating factors are: •Compensation policies and practices are structured similarly across business units; •The risk of declines in performance in our largest business units is well understood and managed; •Incentive compensation expense is not a significant percentage of any unit’s revenues; •For executives, a significant portion of variable pay is delivered through long-term incentives, which carry vesting schedules over multiple years; •A mix of compensation vehicles and performance measures is used; •Stock ownership requirements for executives are in place; •Payouts of material cash and equity incentive plans are capped at all levels; •Threshold levels of performance must be achieved for the bulk of variable pay opportunities; and •A clawback policy is in place requiring recoupment of incentive compensation in the event of a financial restatement, and allowing for recoupment of incentive compensation in the event of a non-restatement related miscalculation or management misconduct or negligence resulting in material financial, reputational or other harm to the Company. The compensation risk assessment was also presented to management. Following this review, the Compensation and Management Development Committee determined that any risks arising from the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  7. 2025 BOARD SELF-ASSESSMENT PROCESS

    * Salaam Coleman, who currently serves on the Compensation and Management Development Committee, will be departing the Board effective as of our 2026 Annual Meeting. Effective as of the 2026 Annual Meeting, we expect that Kathryn Hall will join the Compensation and Management Development Committee. COMPENSATION OVERSIGHT The Compensation and Management Development Committee approves all of the Company’s executive compensation policies and programs and all compensation awarded to executive officers. Our CEO evaluates each executive officer and discusses with the Committee his or her assessment and recommendations for compensation. The CEO is not present during the Committee’s deliberations about his own compensation. The Committee also oversees senior management development, retention, and succession planning. The Compensation and Management Development Committee approves grants of equity awards to employees at the Executive Vice President level or above, and has delegated authority, within defined parameters, to the Company's Chief Executive Officer to approve grants of restricted stock units and performance restricted stock units to employees at the Senior Vice President level and below, and to the Company's Chief People Officer to approve grants of restricted stock units to employees at the Senior Director level and below (see “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” for more details). The Committee has also delegated authority, within defined parameters, to the Company’s Human Resources personnel to make certain non-material changes to the Company’s employee benefit plans. INDEPENDENT COMPENSATION CONSULTANT 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

  8. 2025 BOARD SELF-ASSESSMENT PROCESS

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Brady Brewer | 75,547 | 184,992 | — | — | 19,000 | 279,539 | | Salaam Coleman | 107,000 | 184,992 | — | — | 13,000 | 304,992 | | Elisabeth B. Donohue | 124,651 | 184,992 | — | — | 20,000 | 329,643 | | Robert J. Fisher | 125,000 | 184,992 | — | — | 25,153 | 335,145 | | William S. Fisher | 95,000 | 184,992 | — | — | 16,875 | 296,867 | | Tracy Gardner | 39,164 | — | — | — | 24,759 | 63,923 | | Jody Gerson | 36,277 | 184,997 | — | — | 17,000 | 238,274 | | Kathryn Hall | 111,000 | 184,992 | — | — | 5,000 | 300,992 | | Amy Miles | 161,000 | 184,992 | — | — | 20,000 | 365,992 | | Chris O'Neill | 111,000 | 184,992 | — | — | 17,884 | 313,876 | | Mayo A. Shattuck III | 321,000 | 184,992 | — | — | 20,000 | 525,992 | | Tariq Shaukat | 111,000 | 184,992 | — | — | 17,000 | 312,992 |

  9. 2025 BOARD SELF-ASSESSMENT PROCESS

    (1)Under applicable SEC rules, we have omitted Mr. Dickson, who served as a director in fiscal 2025. Mr. Dickson's fiscal 2025 compensation is reported in the “2025 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 2025 that are subject to a three-year deferral period, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") 718. For the period during which the payment of these awards is deferred (see “Equity Compensation” above), they will earn dividend equivalents which are reinvested in additional units annually. Please refer to Note 10, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 17, 2026 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 2025 year-end. Ms. Gardner did not receive a fiscal 2025 stock unit award, as she departed the Board on May 20, 2025. (3)No stock option awards were granted to our directors in fiscal 2025. None of our non-employee directors had outstanding stock option awards as of fiscal 2025 year-end. (4)No above-market or preferential interest rate options are available under our deferred compensation programs, and we do not provide directors with a pension plan. (5)Amounts in this column generally consist of Company matching contributions under the Company’s Gift Match Program, the value of Gap Inc. product familiarization gift cards requested by non-employee directors during the fiscal year and, for Messrs. Robert and William Fisher, the value of the discount provided on purchasing additional Gap Inc. gift cards (see “Expense Reimbursement and Other Benefits” above). For Mr. Brewer, includes $15,000 in matching contributions and $4,000 in gift cards. For Ms. Coleman, includes $13,000 in matching contributions. For Ms. Donohue, includes $15,000 in matching contributions and $5,000 in gift cards. For Mr. Robert Fisher, includes $15,000 in matching contributions, $5,000 in gift cards, $2,769 for the value of the discount on additional purchased gift cards, and $2,384 in income we were require to impute for spousal travel on the Company airplane. For Mr. William Fisher, includes $15,000 in matching contributions and $1,875 for the value of the discount on additional purchased gift cards. For Ms. Gardner, includes $13,100 for her Board service recognition gift and a related tax reimbursement payment of $6,659, and $5,000 in gift cards. For Ms. Gerson, includes $15,000 in matching contributions and $2,000 in gift cards. For Ms. Hall, includes $5,000 in gift cards. For Ms. Miles, includes $15,000 in matching contributions and $5,000 in gift cards. For Mr. O'Neill, includes $10,500 in matching contributions, $5,000 in gift cards, and $2,384 in income we were required to impute for spousal travel on the Company airplane. For Mr. Shattuck, includes $15,000 in matching contributions and $5,000 in gift cards. For Mr. Shaukat, includes $15,000 in matching contributions and $2,000 in gift cards.

  10. Amy Miles (Chair)

    CEO Compensation Summary Mr. Dickson’s compensation package is intended to reward him for sustained improvement of the Company’s financial performance, achievement of our strategic priorities, and shareholder returns while aligning interests across the Company’s Senior Leadership Team. In determining the structure and value of Mr. Dickson's 2025 compensation package, the Committee considered the factors outlined under “Compensation Analysis Framework” below. In addition to Mr. Dickson receiving the same benefits and perquisites provided to all other Executives described in “Benefits and Perquisites” below, he also received the following benefits and perquisites in 2025: an annual commuting benefit; limited personal use of a Company airplane; reimbursement for membership dues for a business-focused social club; installation costs for secure and reliable Wi-Fi networks at his personal residence; and ongoing home security monitoring costs. We believe the benefits and perquisites provided to Mr. Dickson benefit the Company and our shareholders by allowing Mr. Dickson to manage his travel and time commitments safely and efficiently and leverage his business and personal connections for business-related purposes, while ensuring his availability and personal safety and security. The Committee received advice from its independent compensation consultant prior to approving Mr. Dickson’s 2025 compensation package, including benefits and perquisites, which is described more fully below: •Base salary remained unchanged at $1,400,000. •Annual bonus target was increased to 200% of base salary in order to better align Mr. Dickson's incentive opportunities to internal and external benchmarks. The Committee established the same bonus structure for fiscal 2025 for all eligible employees, including Mr. Dickson, with goals based (i) 33.3% on SG&A as a percentage of net sales, (ii) 33.3% on Gap Inc. EBIT, and (iii) 33.3% on an individualized weighted average brand EBIT (which in the case of Mr. Dickson was based on a weighted average of all brands' EBIT). For fiscal 2025, after considering financial performance against these goals and Mr. Dickson's individual performance, and in light of strong execution against our strategic priorities and the Company's financial outperformance, the Committee approved an annual bonus payout of 158% of target for Mr. Dickson. •In March 2025, we granted Mr. Dickson long-term incentives with a target grant value of $10,800,000, based on the present value of the 20-trading day simple average of our closing stock price prior to the grant date, which was discounted for expected dividends during the vesting period. Measured by target grant value, 66.6% of his long-term incentives were granted as performance-based PRSUs and 33.3% were granted as time-based RSUs. Mr. Dickson's long-term incentives were weighted heavily by the Committee in favor of performance-based awards to align pay with performance and reward him for achieving our strategic priorities.

  11. Amy Miles (Chair)

    | ■ | Target Time-Based Long-Term Incentives | | ■ | Target Performance-Based Long-Term Incentives | | ■ | Target Annual Cash Incentive Bonus | | ■ | Base Salary | | ☐ | Requires Achievement of Performance Goals |

  12. Amy Miles (Chair)

    *These charts reflect the target compensation for fiscal 2025 for our Chief Executive Officer and the average target compensation for fiscal 2025 for our other Executives, respectively. These charts are based on salary and target bonus amounts as of April 1, 2025 and the target grant value of fiscal 2025 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.

  13. Amy Miles (Chair)

    | Component | Description and Purpose | | Base Salary | Comprises the smallest component of our Executives’ compensation and is set at levels to attract and retain top talent. See “Elements of Compensation—Base Salary” below. | | Annual Cash Incentive Bonus | The annual cash incentive bonus rewards the achievement and success of the financial performance of Gap Inc. and our brands and aligns our Executives’ performance with our strategic priorities. In 2025, each Executive’s payout under the annual cash incentive bonus was weighted (i) 33.3% on an SG&A as a percent of net sales target, (ii) 33.3% on a Gap Inc. EBIT target and (iii) 33.3% on an individualized weighted average brand EBIT target. The individualized weighted average brand EBIT target was used to measure a weighted brand average or brand-specific performance, depending on the Executive's scope of responsibility. The Committee also assessed each Executive's individual performance and considered whether any adjustments were warranted. See “Elements of Compensation—Annual Cash Incentive Bonus” below. | | Long-Term Incentives | Long-term incentives comprise the majority of our Executives’ compensation opportunity and are generally weighted towards PRSUs with multi-year performance goals to promote sustained improvement in financial performance, the achievement of our strategic priorities, and long-term value creation for shareholders. See “Elements of Compensation—Long-Term Incentives” below. •Measured by target grant value, PRSUs comprised 60% of long-term incentives granted to our Executives other than our CEO, and 66.6% of long-term incentives granted to our CEO, in 2025. PRSUs are earned based on the achievement of a cumulative Company EBIT goal over a three-year period, which is modified based on relative total shareholder return, measured against the S&P Retail Select Index, over the same three-year period. These goals were selected to focus Executives on improving profitability, to support our strategic priorities, and to align the awards with shareholder returns. For PRSUs granted in 2025, any earned PRSUs will vest on the date the Compensation Committee certifies attainment following the performance period. •Measured by target grant value, RSUs comprised 40% of long-term incentives granted to our Executives other than our CEO, and 33.3% of long-term incentives granted to our CEO, in 2025. RSUs drive talent retention through a multi-year vesting period and align our Executives and shareholders, as their value is tied to our share price. RSUs granted in 2025 generally vest ratably over three years. |

  14. Amy Miles (Chair)

    | Pay-for-Performance | | We tie pay to performance. Our executive compensation program is heavily weighted towards performance. | | Shareholder Alignment | | Our Executives’ PRSUs are earned based on financial performance over a multi-year period and achievement of relative total shareholder return, which aligns our Executives and shareholders. | | Regular Compensation Review | | We annually review our executive compensation program against peer group and survey data as part of determining whether compensation opportunities remain appropriate, and we review the composition of our compensation benchmarking 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 | | Our Executive Stock Ownership Policy links Executive and shareholder interests and encourages a long-term perspective in managing the Company. | | Annual Risk Assessment | | The Compensation Committee and its outside consultant conduct an annual risk assessment to determine whether we have incentive compensation arrangements for Executives that create potential material risk for the Company. | | Independent Compensation Consultant | | The Committee has engaged an independent compensation consulting firm, Frederic W. Cook & Co., Inc. The firm reports directly to the Committee and does not provide any other services to the Company. | | Maximum Award Amounts | | The Committee establishes maximum incentive compensation payouts with an appropriate balance between long-term and short-term objectives. | | Annual Say-on-Pay Vote and Shareholder Outreach | | We hold an annual advisory vote and conduct regular shareholder outreach on our executive compensation program. We consider the results and feedback when assessing our executive compensation practices and policies. | | Compensation Committee is Comprised of Only Independent Directors | | Pursuant to our Corporate Governance Guidelines, our Compensation Committee is comprised solely of independent directors. |

  15. Amy Miles (Chair)

    | No Employment Agreements with Long-Term Guarantees | | We do not have employment contracts of defined length with our Executives with ongoing multi-year guarantees for base salary increases, bonuses or equity compensation. | | No Golden Parachute Tax Gross-Ups | | None of our Executives are entitled to tax gross-ups on “parachute payments” that would be provided upon a change in control. | | No Repricing or Cash-Out of Underwater Stock Options | | We have not repriced or cashed-out underwater stock options and we cannot do so without shareholder approval. | | No Supplemental Executive Retirement Plan or Executive Pension Plan | | We do not provide Executives with a supplemental retirement plan or an executive pension plan. | | No Single-Trigger Change in Control Arrangements | | We do not have arrangements that provide for single-trigger change in control benefits. | | No Material Compensation Risk | | We do not have incentive compensation arrangements for Executives that create potential material adverse risk for the Company, based on a risk assessment conducted by the Compensation Committee and its outside consultant annually. | | No Dividends on Unearned or Unvested Equity Awards | | We do not pay dividends on Executives’ unearned or unvested equity awards. | | No Hedging | | We prohibit Company employees at the level of Vice President and above, as well as other insiders, from engaging in any hedging or publicly traded derivative transactions in Company stock. | | No Pledging | | We prohibit Executives from pledging Company stock as collateral for a loan or for any other purpose. |

  16. Amy Miles (Chair)

    Compensation Objectives Our fiscal 2025 compensation program is designed to align Executives’ total compensation with our strategic priorities, the short and long-term financial performance of the Company, and our shareholders’ interests, while enabling us to attract and retain top talent. Specifically, the program is designed to: •Drive a high performance culture; •Support our business by motivating and rewarding achievement of our strategic priorities, the short and long-term financial performance of the Company, and individual contributions; •Attract and retain top talent; •Link Executives’ rewards to shareholder returns and long-term value creation; and •Promote a culture of executive stock ownership, aligning our Executives and shareholders. Our compensation program rewards Executives for the achievement of our strategic priorities and the Company's short and long-term financial performance, for their individual contributions, and for improving shareholder returns. 66.6% of our CEO's intended annual target compensation opportunity and 60% of each other Executive's intended annual target compensation opportunity requires achievement of performance goals tied to these objectives (either in the form of PRSUs or annual cash incentive bonus). When we do not achieve targeted performance levels, the total compensation that can be realized by our Executives is substantially reduced. In the case of performance-based awards, our Executives will not earn any performance-based incentive compensation if we do not reach threshold performance levels. When we exceed targeted performance levels, the compensation that can be realized by our Executives may exceed target compensation levels subject to maximum potential earnouts established by the Committee. We believe that this is the most effective means of aligning executive compensation with our strategic priorities, financial performance, and shareholders’ interests. Elements of Compensation The main elements of our fiscal 2025 executive compensation program were: •Base salary; •Annual cash incentive bonus; •Long-term incentives; and •Benefits and tailored perquisites. We include these elements in our executive compensation program because we believe each element supports the achievement of one or more of our compensation objectives described above, and that together they have been and will continue to be effective in this regard. The Compensation Committee determines the use and weight of each compensation element based on the importance of each compensation objective in supporting our business and talent strategies, and benchmarks them against similarly-situated executives in the peer group and survey-based market data. Base salary represented 9% of our CEO's intended annual target compensation opportunity and on average represented 16% of each other Executive's intended annual target compensation opportunity in 2025, which demonstrates the emphasis we typically place on compensation that is performance-based and/or at‑risk. BASE SALARY Base salaries are set at a level that the Committee believes will effectively attract and retain top talent, considering the factors described below under “Compensation Analysis Framework.” In addition, the Committee considers the impact of base salary changes on other compensation components (such as annual cash incentive bonus and long-term incentives) where applicable. The Committee reviews base salaries for Executives in the first fiscal quarter, and as needed throughout the year in connection with promotions or other changes in responsibilities.

  17. FISCAL 2025 ANNUAL BONUS

    FISCAL 2025 ANNUAL BONUS Our annual bonus program is intended to directly support our strategic priorities by rewarding Executives for delivering profitability and improving operating efficiency. In setting the fiscal 2025 annual bonus structure, the Compensation Committee considered our strategic and talent priorities, as well as the factors described below under “Compensation Analysis Framework.” The Committee determined that there was a need to encourage Executives to achieve our strategic priorities, in particular maintaining financial and operational rigor and reinvigorating our brands, to position us for long-term success. To support these goals, the Committee approved an annual cash incentive structure based solely on financial performance for the fiscal year. Given the importance of accountability for operating efficiency and delivering total Company and brand earnings to our strategic priorities, the Committee weighted (i) 33.3% on an SG&A as a percent of net sales target, (ii) 33.3% on a Gap Inc. EBIT target, and (iii) 33.3% on an individualized weighted average brand EBIT target, in each case, subject to potential adjustment for certain pre-established items that are unusual in nature or infrequently occur (actual adjustments made in 2025 are described below). Annual bonus metrics and weightings remained the same as in fiscal 2024 with an equal emphasis on Gap Inc. profitability, brand profitability, and expense management, as we continued to focus on reinvigorating our brands while maintaining well-controlled expenses. Additionally, as discussed below, the Committee set a minimum performance requirement that needed to be achieved in order to fund any bonuses. Under the fiscal 2025 annual bonus structure, the individualized weighted average brand 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. Chan, this target was based on the following weighted average of the brand attainments: 50% Old Navy, 20% Gap brand, 15% Athleta and 15% Banana Republic. For Mr. Barbeito and Mr. Breitbard, this target was based on the organizations they lead: 100% Old Navy and 100% Gap brand, respectively.

  18. FISCAL 2025 ANNUAL BONUS

    | 50 | | | 2026 Proxy Statement | |

  19. FISCAL 2025 ANNUAL BONUS

    The table below summarizes target annual bonuses during fiscal 2025, as compared to fiscal 2024, and potential payout ranges for each Executive under the fiscal 2025 annual bonus structure.

  20. FISCAL 2025 ANNUAL BONUS

    | Name | Fiscal 2024 Target Percentage of Base Salary (%) | Fiscal 2025 Target Percentage of Base Salary (%) | Potential Payout Range as a Percentage of Target (%) | | Richard Dickson | 185 | 200 | 0 – 200 | | Katrina O’Connell | 150 | 150 | 0 – 200 | | Haio Barbeito | 150 | 150 | 0 – 200 | | Mark Breitbard | 150 | 150 | 0 – 200 | | Eric Chan | 150 | 150 | 0 – 200 |

  21. FISCAL 2025 ANNUAL BONUS

    Bonus payments are made under the Executive Management Incentive Compensation Award Plan (the “Executive MICAP”). Pursuant to the Executive MICAP, the Committee sets a minimum performance requirement that needs to be achieved before determination and payment of any bonus. Satisfaction of the minimum performance requirement results in the funding of the maximum bonus that could be paid to each Executive being established, and the Committee then applies negative discretion as needed to determine actual payouts to each Executive based on performance against pre-established financial goals and individual performance. The minimum performance requirement the Committee established in 2025 was achievement of 85% of the Gap Inc. EBIT threshold goal described below, subject to certain adjustments. The Committee determined that the minimum performance requirement was achieved in 2025.

  22. FINANCIAL PERFORMANCE

    FINANCIAL PERFORMANCE The Compensation Committee approved threshold, target, and maximum financial performance levels for the Gap Inc. and individualized weighted average brand EBIT goals and the SG&A as a percentage of net sales goal for fiscal 2025 and determined that payouts for these goals would be made only if threshold performance was achieved. The Committee set these goals for fiscal 2025 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 2025 EBIT goals for our brands that were used to calculate the individualized weighted average brand EBIT goals expressed as a percentage of fiscal 2024 actual results. Also shown below are the actual percentages achieved expressed as a percentage of fiscal 2024 actual results, after adjustments for items that were not considered when the goals were set, which included legal claims and litigation, and the impact of tariffs not considered when the Company set its annual budget. 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 weighted average brand EBIT goals funded at 111% of target for Mr. Dickson, Ms. O'Connell, and Mr. Chan, at 82% of target for Mr. Barbeito, and at 200% of target for Mr. Breitbard.

  23. FINANCIAL PERFORMANCE

    The following tables show the funding levels and actual funding for the Gap Inc. SG&A as a percentage of net sales goal. Depending on our level of net sales, the Committee established threshold, target and maximum performance ranges based on the achievement of SG&A as a percentage of net sales, with results between threshold, target and maximum levels in these ranges interpolated between threshold and target and between target and maximum funding. The actual percentage achieved was adjusted for items that were not considered when the goal was set, which included the impact of tariffs not considered when the Company set its annual budget. No additional adjustments to the results were made other than the neutralization of foreign exchange rate fluctuations.

  24. FINANCIAL PERFORMANCE

    | Gap Inc. SG&A Goal % of Actual Net Sales (%) | Payout Funding Level (%) | | Greater than 33.9% | — | | Equal to 33.6% | 100 | | Less than or Equal to 33.0% | 200 |

  25. FINANCIAL PERFORMANCE

    | Gap Inc. SG&A % of Actual Net Sales Result After Adjustments (%) | Actual Payout Funding (%) | | 33.2% | 169 |

  26. INDIVIDUAL PERFORMANCE ADJUSTMENT

    INDIVIDUAL PERFORMANCE ADJUSTMENT Subject to the achievement of the minimum performance requirement and the achievement of threshold financial goals, prior to determining the final bonus payout, if any, for each Executive, individual performance is assessed to determine if an adjustment is warranted. Each Executive's annual performance is rated on a five-level scale from Unsatisfactory to Exceptional. In assessing each Executive’s individual performance, achievement of our strategic priorities, challenges the Executive faced during the year, the Company's financial performance, and demonstration of our values-based leadership behaviors, among any other relevant factors, are considered. Based on these ratings, the CEO makes recommendations to the Committee for final bonus payout adjustments, if any, for Executives that report to the CEO, and the Committee decides whether any adjustment is warranted for the CEO without the CEO's participation. In fiscal 2025, the Committee determined that positive individual adjustments were warranted for Mr. Dickson, Ms. O'Connell, Mr. Breitbard and Mr. Chan based on strong execution against our strategic priorities and the Company and Gap brand's financial outperformance.

  27. ACTUAL BONUSES

    ACTUAL BONUSES The following graphic illustrates the calculation of fiscal 2025 bonuses.

  28. ACTUAL BONUSES

    | Base Salaryx | Target % of Base Salaryx | 33.3% X FY25 SG&A as % of Net Sales (% Achieved) | + | 33.3% X FY25 Brand EBIT (% Achieved) | + | 33.3% X FY25 Gap Inc. EBIT (% Achieved) | = | Funded Bonus | → | Actual Bonus (After Individual Performance Adjustment) |

  29. ACTUAL BONUSES

    *Bonus payments are subject to achievement of a minimum performance requirement. The following table describes the calculation of bonuses to be paid to each Executive for fiscal 2025 performance.

  30. ACTUAL BONUSES

    | Name | Base Salary ($)(1)x | Target Percentage of Base Salary (%)(2)x | (33%x | Actual Percentage Achieved: FY25 SG&A as % of Net Sales | + | 33%x | Actual Percentage Achieved: FY25 Brand EBIT (%)(3) | + | 33%x | Actual Percentage Achieved: FY25 Gap Inc. EBIT (%)(4)) | = | Funded Bonus ($) | → | Actual Bonus (After Individual Performance Adjustment) ($) | Actual Bonus (% of Target) (%) | | Richard Dickson | 1,400,000x | 200x | (33%x | 169 | + | 33%x | 111 | + | 33%x | 100) | = | 3,548,510 | → | 4,435,638 | 158 | | Katrina O’Connell | 942,033x | 150x | (33%x | 169 | + | 33%x | 111 | + | 33%x | 100) | = | 1,790,793 | → | 2,238,491 | 158 | | Haio Barbeito | 1,100,000x | 150x | (33%x | 169 | + | 33%x | 82 | + | 33%x | 100) | = | 1,930,294 | → | 1,930,294 | 117 | | Mark Breitbard | 1,100,000x | 150x | (33%x | 169 | + | 33%x | 200 | + | 33%x | 100) | = | 2,581,880 | → | 3,300,000 | 200 | | Eric Chan | 900,000x | 150x | (33%x | 169 | + | 33%x | 111 | + | 33%x | 100) | = | 1,710,889 | → | 2,138,611 | 158 |

  31. ACTUAL BONUSES

    (1)Base salaries are prorated based on any changes during the fiscal year. (2)Bonus targets are prorated based on any changes during the fiscal year. (3)For Mr. Dickson, Ms. O’Connell, and Mr. Chan, their individualized weighted average brand EBIT attainments, as described above, are displayed. (4)For all Executives, attainment of the FY25 Gap Inc. EBIT goal was capped at 100%, notwithstanding higher funding under the Executive MICAP.

  32. ACTUAL BONUSES

    | | 2026 Proxy Statement | | | 53 |

  33. ACTUAL BONUSES

    LONG-TERM INCENTIVES

  34. OVERVIEW

    OVERVIEW We believe that stock-based long-term incentives align executive compensation with our Company’s financial performance, achievement of our strategic priorities, and shareholder returns. In 2025, the Compensation Committee determined that the long-term equity mix should consist of PRSUs and RSUs in order to provide consistent retention value. Measured by target grant value, 66.6% and 60% of long-term incentives granted to our CEO and Executives other than the CEO, respectively, in 2025 were delivered in the form of PRSUs that require the achievement of performance goals, to promote sustained improvement in financial performance, achievement of our strategic priorities, and long-term value creation for shareholders. The remaining long-term incentive value was delivered in the form of RSUs. The following table shows the intended target values approved by the Compensation Committee for long-term incentives granted to Executives in 2025. We compute the actual number of target shares granted under PRSU and RSU awards based on the present value of the 20-trading day simple average of our closing stock price prior to the grant date, which is discounted for expected dividends during the vesting period.

  35. OVERVIEW

    | Name | Fiscal 2025 Total Target Long-Term Incentive Grant Value ($) | | Richard Dickson | 10,800,000 | | Katrina O’Connell | 3,625,000 | | Haio Barbeito | 5,500,000 | | Mark Breitbard | 3,750,000 | | Eric Chan | 3,000,000 |

  36. EQUITY AWARD MIX

    EQUITY AWARD MIX For fiscal 2025, the equity award mix chosen by the Committee and measured by target grant value consisted of 66.6% PRSUs and 33.3% RSUs for our CEO, and 60% PRSUs and 40% RSUs for Executives other than the CEO. The mix was selected by the Committee to align incentive opportunities with an appropriate level of performance-related risk. The mix also ensured that more than half of the value of the long-term incentives granted to our Executives was in the form of PRSUs for performance-based long-term pay delivery and shareholder value alignment.

  37. EQUITY AWARD MIX

    | 54 | | | 2026 Proxy Statement | |

  38. EQUITY AWARD MIX

    The table below summarizes each long-term incentive award granted in fiscal 2025.

  39. EQUITY AWARD MIX

    | Long-Term Incentive Award | Mechanics | Objectives | | PRSUs | •66.6% and 60% of long-term incentives granted to our CEO and Executives other than the CEO, respectively. •Grants are earned after a three-year performance period. •Measure: Three-year cumulative Gap Inc. EBIT (awards earned at 0% – 250% of target prior to being modified). •Modifier: Relative TSR vs. S&P Retail Select Index (awards modified up or down by 20%, for a total potential payout of 0% – 300% of target). •100% of earned shares are delivered after the 3-year performance period when the Committee certifies performance. | •Long-term EBIT goals in the PRSUs focus Executives on the importance of long-term operating performance within their control and accountability and are aligned to improving profitability. •TSR provides an external metric that aligns Executives’ pay to shareholder returns relative to a peer index. •The goals and time horizon differ from the annual bonus plan that focuses on one-year EBIT and SG&A goals and provide a focus on sustained Company-wide achievement over a multi-year period. •Delivery of all earned shares when performance is certified strengthens our ability to attract and retain talent. | | RSUs | •33.3% and 40% of long-term incentives granted to our CEO and Executives other than the CEO, respectively. •Time-based. •Vesting 33.3% per year over three years. | •Drives talent retention through a multi-year service period and shareholder alignment as their value is tied to our share price. •Ratable vesting over three years strengthens our ability to attract and retain talent. |

  40. 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. Our Board approved limited immaterial changes to the 2016 Long-Term Incentive Plan in 2024. In determining the fiscal 2025 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. Beginning with awards granted in 2026, Executives may elect to defer settlement of their annual RSUs and PRSUs beyond the original vesting dates of the awards. Vested RSUs and PRSUs earn dividend equivalent rights while deferred. Executives may not defer special or off-cycle awards. We believe offering a deferral option for Executives' annual RSUs and PRSUs further aligns our Executives and shareholders by encouraging longer-term retention of our stock, and complements our robust stock ownership guidelines for Executives.

  41. EQUITY AWARD MIX

    | | 2026 Proxy Statement | | | 55 |

  42. PRSUS

    PRSUS PRSUs are intended to promote sustained improvement in financial performance, achievement of our strategic priorities, and long-term value creation for shareholders. Additionally, they represent full-value shares of our stock to drive performance, promote retention, and foster a long-term shareholder ownership perspective. In general, we believe the grant or vesting of a significant percentage of full-value shares for Executives should be based on performance against long-term performance goals. Therefore, in fiscal 2025, 66.6% and 60% of the long-term incentives granted to our CEO and Executives other than the CEO, respectively, were granted in PRSUs. The PRSUs received by our Executives are described in more detail in “2025 Grants of Plan-Based Awards.” PRSUs typically vest at a rate of 100% on the date the Compensation Committee certifies performance following the performance period, subject to continued service with the Company through the certification date. PRSUs granted prior to 2024 typically vested 50% on the date the Compensation Committee certified performance following the performance period and 50% on the one-year anniversary of that date, subject to continued service with the Company through each such date. Vesting is generally accelerated upon death, disability, or retirement (if retirement-eligible) if the event occurs after the end of the performance period and any performance conditions have been previously satisfied. Additional circumstances under which vesting of long-term incentives may be accelerated are described in “2025 Potential Payments Upon Termination.”

  43. FISCAL 2025-2027 PRSU PROGRAM

    FISCAL 2025-2027 PRSU PROGRAM Executives are currently eligible to earn PRSUs under our PRSU program. The key features of the PRSU program are described below: •Each Executive received a PRSU award. PRSUs were granted to Executives in April 2025. 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. •PRSU achievement is based on both internal and external performance metrics. The number of actual shares that an Executive may earn after the end of the performance period is calculated based on the attainment of a three-year cumulative EBIT goal measured at the Gap Inc. level, subject to potential adjustment for certain pre-established items that are unusual in nature or infrequently occur. The Committee set this goal for the fiscal 2025-2027 cycle at what it considered to be a rigorous yet attainable level in order to provide a meaningful incentive for Executives to improve performance in light of our expected performance at the time it was established. The award is then modified based on relative TSR, which measures our stock performance against the S&P Retail Select Index during the same three-year period. The potential payout range as a percentage of the target award based on the three-year EBIT goal attainment is 0% to 250%. The award will then be modified up or down by up to 20% (for a total opportunity of 0% to 300% of target) based on the level of relative TSR performance. •100% of the award is payable after the three-year performance period when the Compensation Committee certifies performance, subject to continued service with the Company through the certification date.

  44. FISCAL 2025-2027 PRSU PROGRAM

    The table below describes the potential payout range as a percentage of the target award for PRSUs granted in fiscal 2025 (for the fiscal 2025-2027 performance period). The target number of shares was determined using the present value of the 20-trading day simple average of our closing stock price prior to the grant date, which was discounted for expected dividends during the vesting period, and the applicable PRSU target grant value. The PRSU grants represent only an opportunity to earn actual shares of our stock for achievement of performance goals over the performance period. The associated amount listed in the “2025 Summary Compensation Table” under Stock Awards is the grant date fair value for accounting purposes, which is the required disclosure under SEC rules, and is not necessarily the compensation that will be actually realized by each Executive and also differs from the intended target value at grant. All payments are made in shares at vesting and dividends are not paid on unvested shares.

  45. FISCAL 2025-2027 PRSU PROGRAM

    | | Fiscal 2025-2027 PRSU Award Potential Payout | | | | Name | Target Value ($) | Target Number of Performance Shares (#) | Potential Payout Range as Percentage of Target Shares (%) | | Richard Dickson | 7,200,000 | 359,102 | 0 – 300 | | Katrina O’Connell | 2,175,000 | 108,478 | 0 – 300 | | Haio Barbeito | 3,300,000 | 164,588 | 0 – 300 | | Mark Breitbard | 2,250,000 | 112,219 | 0 – 300 | | Eric Chan | 1,800,000 | 89,775 | 0 – 300 |

  46. FISCAL 2025-2027 PRSU PROGRAM

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

  47. FISCAL 2023-2025 PRSU CYCLE

    | | Fiscal 2023 - 2025 Cycle PRSU Achievement | | | | | | Name | Target Shares (#) | Actual 2023-2025 EBIT Percentage Achieved (%) | Actual Relative TSR Modifier (%) | Actual Percentage Achieved (%)(1) | Actual Shares Earned (#)(2) | | Richard Dickson | 466,008 | 250 | 120 | 300 | 1,398,024 | | Katrina O’Connell | 150,000 | 250 | 120 | 300 | 450,000 | | Haio Barbeito | 192,857 | 250 | 120 | 300 | 578,571 | | Mark Breitbard | 150,000 | 250 | 120 | 300 | 450,000 |

  48. 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 2025, 33.3% and 40% of the long-term incentives granted to our CEO and Executives other than the CEO, respectively, were granted in RSUs. The RSUs received by our Executives are described in more detail in “2025 Grants of Plan-Based Awards.” RSUs granted to Executives in 2025 vest based on continued service at a rate of 33.3% 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 “2025 Potential Payments Upon Termination.”

  49. NOTE ON STOCK OPTION AWARD TIMING

    NOTE ON STOCK OPTION AWARD TIMING The Company last granted a stock option in 2022. The Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Company does not grant stock options or similar awards during periods in which there is material nonpublic information about the Company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under the Company’s insider

  50. NOTE ON STOCK OPTION AWARD TIMING

    | 58 | | | 2026 Proxy Statement | |

  51. NOTE ON STOCK OPTION AWARD TIMING

    trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to PRSUs, RSUs, or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant. The Company’s executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal 2025, no executive officer was awarded stock options, and the Company did not time the disclosure of material nonpublic information or grants for the purpose of affecting the value of executive compensation. BENEFITS AND PERQUISITES Executives generally are eligible for the same health and welfare plans as other full-time Gap Inc. employees, including medical, dental, life and disability insurance, and retirement plans. We also provide tailored additional benefits and perquisites to our Executives, which we believe are reasonable and consistent with our overall compensation objectives. These perquisites and benefits include an annual physical exam, to help Executives maintain their health and wellness; financial counseling services, to help Executives concentrate on their responsibilities while supporting financial wellness and managing more complex financial planning requirements; participation in a deferred compensation plan that is offered to all highly compensated employees, as a means to help Executives meet their retirement savings goals; and matching charitable donations, up to certain annual limits, which are available to all employees given the value that we place on supporting communities. Executives are also fitted from time to time in Company apparel for business meetings or events, and at times may keep these items, which, if deemed to have any incremental cost to the Company, are disclosed. In addition to those benefits, Mr. Dickson is entitled to an annual commuting benefit not to exceed $50,000 per year; limited personal use of the Company airplane at an amount not to exceed $150,000 per year based on the incremental cost to the Company; reimbursement for membership dues for a business-focused social club; and ongoing home security monitoring costs. In addition, in 2025, the Company paid the installation costs for secure and reliable Wi-Fi networks at his personal residence. None of these benefits were entitled to tax reimbursement payments. Pursuant to his offer letter, Mr. Barbeito was entitled to receive relocation (including temporary housing) and commuting costs through the end of fiscal 2025 up to certain specified amounts. Mr. Barbeito exhausted his temporary housing benefit in the middle of the year, and the Committee determined that it was in the Company's best interest to continue providing Mr. Barbeito with temporary housing through the end of the year. Mr. Barbeito also received additional relocation costs in fiscal 2025 per the Company's standard relocation policy for senior executives. Pursuant to our standard relocation policy for senior executives or as otherwise approved by the Committee, Mr. Barbeito received tax reimbursement payments for these benefits. Mr. Chan received limited tax reimbursement payments for a trip he was requested to take on the Company airplane and for which we were required to impute income to him. All benefits and perquisites provided to Executives in fiscal 2025 were approved by the Compensation Committee (either in their offer letters or otherwise), based on prior advice received from the Committee's independent compensation consultant. We believe the perquisites provided to our Executives benefit the Company and our shareholders as described above. With respect to Mr. Dickson's perquisites, we believe they benefit the Company and our shareholders by allowing Mr. Dickson to manage his travel and time commitments safely and efficiently and leverage his business and personal connections for business-related purposes, while ensuring his availability and personal safety and security. The benefits and perquisites received by our Executives in fiscal 2025 are described in more detail in the footnotes to the “2025 Summary Compensation Table.”

  52. NOTE ON STOCK OPTION AWARD TIMING

    | | 2026 Proxy Statement | | | 59 |

  53. NOTE ON STOCK OPTION AWARD TIMING

    STOCK OWNERSHIP REQUIREMENTS FOR EXECUTIVE OFFICERS / HEDGING AND PLEDGING PROHIBITIONS We have robust minimum stock ownership requirements for Executives, to align Executives with our shareholders and encourage a long-term perspective in managing the Company. As of the Record Date, all covered Executives had met their respective stock ownership requirement in the table below.

  54. NOTE ON STOCK OPTION AWARD TIMING

    | | Requirement (multiple of salary) | | CEO, Gap Inc. | 6x | | Brand Presidents and CFO, Gap Inc. | 3x | | Executive Vice Presidents | 2x |

  55. NOTE ON STOCK OPTION AWARD TIMING

    Covered Executives not meeting their respective stock ownership requirement must hold 50% of net after-tax shares on future vesting of equity awards acquired through the Company's equity compensation programs until the minimum stock ownership requirement is satisfied. For purposes of determining stock ownership levels, in addition to shares held directly, certain forms of equity interests in the Company count towards the stock ownership requirement, including unvested RSUs and deferred vested RSUs, PRSUs, and dividend equivalent rights. 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 “2025 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.

  56. NOTE ON STOCK OPTION AWARD TIMING

    | 60 | | | 2026 Proxy Statement | |

  57. NOTE ON STOCK OPTION AWARD TIMING

    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. At the time the Committee approved the peer group, the Company's total revenue was positioned near the 59th percentile and its market capitalization was positioned near the 46th percentile. The peer group is reviewed by the Committee each year. Compared to the prior year peer group, Bath & Body Works, Dollar General, Dollar Tree, Qurate Retail, and Williams Sonoma were removed, and Marriott International, Starbucks, Victoria's Secret, and Ulta Beauty were added, to further align the peer group with the Company's long-term strategic plan. The peer group used to inform 2025 compensation decisions was comprised of the companies listed below. PEER GROUP

  58. NOTE ON STOCK OPTION AWARD TIMING

    | American Eagle | Macy’s | Skechers | | Best Buy | Marriott | Starbucks | | Foot Locker | Nordstrom | The TJX Companies | | Kohl’s | PVH Corp. | Ulta Beauty | | Levi Strauss & Co. | Ralph Lauren | V.F. Corp. | | Lululemon Athletica | Ross Stores | Victoria's Secret |

  59. NOTE ON STOCK OPTION AWARD TIMING

    The Compensation Committee reviews compensation data for Executives based on an analysis of commercial surveys and proxy-reported data provided by Frederic W. Cook & Co. The analysis provides levels of base salary, annual incentives, and long-term incentive grant values in a summarized form. This data is supplemented by information obtained through proxy statement disclosures and other public sources. The Compensation Committee uses the peer group data as a frame of reference to inform its compensation review and decisions, but compensation is not set to meet specific benchmarks or percentiles. In conducting its analysis and determining compensation, the Committee also considers the following factors, where relevant: •Business and talent strategies; •The nature of each Executive’s role; •Individual performance (based on specific financial and operating objectives for each Executive, as well as the demonstration of our values-based leadership behaviors); •Future potential contributions by the Executive; •Internal comparisons to other Executives; •Internal consistency with our broad-based practices and programs; •Comparisons of the value and nature of the compensation elements to each other and in total; and •Retention risk. 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.

  60. NOTE ON STOCK OPTION AWARD TIMING

    | | 2026 Proxy Statement | | | 61 |

  61. NOTE ON STOCK OPTION AWARD TIMING

    ROLE OF THE CEO AND COMPENSATION CONSULTANTS The Committee has engaged Frederic W. Cook & Co. as its independent compensation consultant to advise the Committee on compensation program structure and individual compensation decisions, as directed by the Committee. The consultant was selected by the Committee and does not provide any other services to the Company. In addition, we have conducted a review of the Committee’s relationship with its compensation consultant and have identified no conflicts of interest. The consultant reports directly to the Committee, although the consultant meets with management from time to time to obtain information necessary to advise the Committee. Generally, the CEO evaluates each Executive using relevant factors described above under “Compensation Analysis Framework” and makes recommendations to the Committee about the structure of the compensation program and individual compensation arrangements. Frederic W. Cook & Co. assists with these recommendations and also provides market data, which is reviewed by the Committee for its consideration. The CEO is generally present at Committee meetings when compensation, other than the CEO's own, is considered and approved. Approval of all executive compensation decisions rests solely with the Committee. TAX CONSIDERATIONS While Section 162(m) of the Internal Revenue Code generally places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any one year for each “covered employee”, the Committee believes that it is in the best interests of the Company and our shareholders to maintain flexibility in our approach to executive compensation and to structure a program that we consider to be the most effective in attracting, motivating, and retaining key executives, even if their compensation may not be fully deductible for federal income tax purposes. RECOVERY AND ADJUSTMENTS TO AWARDS Our Executive Compensation Recoupment Policy applies to our entire Senior Leadership Team. 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.

  62. NOTE ON STOCK OPTION AWARD TIMING

    | 62 | | | 2026 Proxy Statement | |

  63. NOTE ON STOCK OPTION AWARD TIMING

    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 January 31, 2026 and included in the Proxy Statement for the 2026 Annual Meeting of Shareholders.

  64. Elisabeth B. Donohue (Chair)

    | 2025 Summary Compensation Table | 65 | | 2025 Grants of Plan-Based Awards | 68 | | 2025 Outstanding Equity Awards | 69 | | 2025 Option Exercises and Stock Vested | 72 | | 2025 Nonqualified Deferred Compensation | 73 |

  65. Elisabeth B. Donohue (Chair)

    | 2025 CEO Pay Ratio | 74 | | 2025 Potential Payments Upon Termination | 75 | | 2025 Compensation Actually Paid | 80 | | Equity Compensation Plan Information | 87 | | Beneficial Ownership of Shares | 88 |

  66. Elisabeth B. Donohue (Chair)

    | Name and Principal Position in 2025 | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(4)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total ($) | | Richard Dickson President and CEO, Gap Inc. | 2025 | 1,400,000 | 175,000 | 10,891,242 | — | 4,435,638 | — | 283,756 | 17,185,636 | | | 2024 | 1,400,000 | 175,000 | 12,281,658 | — | 5,180,000 | — | 390,188 | 19,426,846 | | | 2023 | 697,159 | — | 11,542,892 | — | 1,802,511 | — | 322,446 | 14,365,008 | | Katrina O'Connell EVP and CFO, Gap Inc. | 2025 | 942,115 | — | 3,621,224 | — | 2,238,491 | — | 69,154 | 6,870,984 | | | 2024 | 900,000 | — | 4,281,618 | — | 2,700,000 | — | 67,744 | 7,949,362 | | | 2023 | 914,615 | — | 3,314,782 | — | 2,557,510 | — | 67,682 | 6,854,589 | | Horacio Barbeito President and CEO, Old Navy | 2025 | 1,100,000 | — | 5,494,309 | — | 1,930,294 | — | 382,538 | 8,907,141 | | | 2024 | 1,084,615 | 1,187,500 | 6,728,281 | — | 3,253,022 | — | 501,416 | 12,754,834 | | | 2023 | 1,019,230 | 1,187,500 | 2,951,030 | — | 2,595,611 | — | 307,619 | 8,060,990 | | Mark Breitbard President and CEO, Gap Brand | 2025 | 1,100,000 | — | 3,746,112 | — | 3,300,000 | — | 74,572 | 8,220,684 | | | 2024 | 1,100,000 | — | 4,281,618 | — | 3,300,000 | — | 74,369 | 8,755,987 | | | 2023 | 1,121,154 | — | 2,295,250 | — | 3,300,000 | — | 74,793 | 6,791,197 | | Eric Chan EVP and Chief Business and Strategy Officer, Gap Inc. | 2025 | 900,000 | 250,000 | 2,996,881 | — | 2,138,611 | — | 64,211 | 6,349,703 |

  67. 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.