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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☑ Filed by the Registrant

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☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:

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☐

Preliminary Proxy Statement

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Confidential, Forfor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ

☑

Definitive Proxy Statement

o

☐

Definitive Additional Materials

o

☐

Soliciting Material Under Rule 14a-12Pursuant to §240.14a-12


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The Gap, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

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No fee required

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No fee required.

Fee paid previously with preliminary materials

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Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
oFee paid previously with preliminary materials:
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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Table of Contents

NOTICE OF ANNUAL MEETING OF GAP INC. SHAREHOLDERS

PROXY STATEMENT
May 19, 2020
Via the Internet
www.virtualshareholdermeeting.com/GAP2020


























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NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS

DATE AND TIME

Tuesday, May 19, 2020

10, 2022 10:00 a.m., San FranciscoEastern Time

PLACE

Via the Internet at www.virtualshareholdermeeting.com/GAP2022

ITEMS OF BUSINESS

•    Elect as directors the thirteeneleven director nominees named in thethis Proxy Statement;

•    Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2021;

28, 2023;

•    Hold an advisory vote to approve the compensation of our named executive officers; and

•    Transact such other business as may properly come before the meeting.

RECORD DATE

You must have been a shareholder of record at the close of business on March 14, 2022 to vote at the Annual Meeting.

INTERNET AVAILABILITY

In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending them a notice with instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient, less costly and limits our impact on the environment. This Proxy Statement and our 20192021 Annual Report to Shareholders are available at:at www.gapinc.com (follow the Investors Annual Reports & Proxy links)link).

PROXY VOTING
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card.

ATTENDING THE ANNUAL MEETING

You are entitled to attend the Annual Meeting, which will be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2020GAP2022 on May 19, 202010, 2022 at 10:00 a.m., San FranciscoEastern Time, and any adjournments or postponements thereof. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging in tointo the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.


Given the heightened concerns around the COVID-19 outbreak and the current shelter-in-place order in California, we

We have decided to use a virtual meeting format for our Annual Meeting, which allows us to continue to proceed with the Annual Meeting while mitigating the health and safety risks to participants.participants and avoid costs and travel inconveniences for our shareholders associated with an in-person format. The platform for the virtual Annual Meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. This technology will allow us to expand access to the Annual Meeting, improve communications and lower the cost to us, our shareholders and the environment.

PROXY VOTING

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card.

By Order of the Board of Directors,

PLACE
Via the Internet at www.virtualshareholdermeeting.com/GAP2020

RECORD DATE
You must have been a shareholder of record at the close of business on March 23, 2020 to vote at the Annual Meeting.
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Julie Gruber

Corporate Secretary

April 7, 2020

March 30, 2022



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PROXY SUMMARY

Proxy Summary

References in this Proxy Statement to “Gap Inc.,” “the Company,” “we,” “us,” and “our” refer to The Gap, Inc.

These proxy materials are being delivered in connection with the solicitation of proxies by the Board of Directors (the "Board") of The Gap, Inc. for use at our Annual Meeting of Shareholders to be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2020GAP2022 on May 19, 2020,10, 2022, at 10:00 a.m., San FranciscoEastern Time, and any adjournment or postponement thereof (the “2020“2022 Annual Meeting”). You will be able to attend the 20202022 Annual Meeting online, vote your shares electronically and submit questions online during the 20202022 Annual Meeting by logging in tointo the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The platform for the virtual 2022 Annual Meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. We recommend that you log in a few minutes before the 20202022 Annual Meeting to ensure you are logged in when the 20202022 Annual Meeting starts.

On or about April 7, 2020,March 30, 2022, we commenced distribution of this Proxy Statement and the form of proxy to our shareholders entitled to vote at the Annual Meeting.

AGENDAVOTING SHARES
Items of Business
Management
Recommendation
Page No.The holders of common stock at the close of business on March 23, 2020 (the “Record Date”) are entitled to one vote per share on each matter voted upon at the Annual Meeting or any adjournment or postponement thereof. As of the Record Date, there were 372,639,457 shares of common stock outstanding.
Elect to the Board of Directors the thirteen nominees named in this Proxy Statement.

The holders of our common stock at the close of business on March 14, 2022 (the “Record Date”) are entitled to one vote per share on each matter voted upon at the Annual Meeting or any adjournment or postponement thereof. As of the Record Date, there were 369,785,233 shares of common stock outstanding.

For a period of at least 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during ordinary business hours by contacting Investor Relations at investor_relations@gap.com. In addition, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during the meeting by following the instructions on the Annual Meeting website once they enter the meeting.

How to Vote Your Shares

You may vote your shares by Internet, mail or phone. The Board recommends you vote “FOR” each of the thirteen nominees.

Page 5
You may vote your shares by:
Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on January 30, 2021.
The Board recommends you vote “FOR” the selection of the independent registered public accounting firm.
Page 20
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By Internet prior to the
2020 Annual Meeting:

www.proxyvote.com

By Internet during the
2020 Annual Meeting:

www.virtualshareholdermeeting.com/GAP2020

Hold an advisory vote to approve the overall compensation of the named executive officers.
The Board recommends you vote “FOR” the approval of the overall compensation of the Company’s named executive officers.
Page 23
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By Mail

Sign and return a proxy card (for shareholders of record) or voting instruction card (for beneficial owners of shares)
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By Phone

1-800-690-6903


If you vote by Internet or by phone, you will need to have a proxy card or voting instruction card, or the Notice of Internet Availability, in hand when you access the voting website or call to vote by phone. And ifIf you vote by Internet or phone, you do not need to return anything by mail. Specific voting instructions are found on the proxy card, voting instruction card, or the Notice of Internet Availability of Proxy Materials.


Table of Contents

TABLE OF Availability.CONTENTS

By Internet

www.proxyvote.com

(or scan the QR code on the proxy card or voting instruction card)

By Mail

Sign and return a proxy card (for shareholders of record) or voting instruction card (for beneficial owners of shares)

By Phone

1-800-690-6903

During the 2022 Annual Meeting:

www.virtualshareholdermeeting.com/GAP2022

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Proposal 1 – Election of Directors (Page 1)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Committee

Membership

Name and Occupation

 

Age

 

 

Director

Since

 

 

Independent

 

Other

Public

Boards

 

 

AC

 

CC

 

GC

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Elisabeth B. Donohue

Former CEO, Publicis Spine

 

56

 

 

 

2021

 

 

Yes

 

 

2

 

 

 

 

M

 

 

Robert J. Fisher

Managing Director, Pisces, Inc.

 

 

67

 

 

 

1990

 

 

Yes

 

 

—

 

 

 

 

 

 

C

William S. Fisher

Founder and CEO, Manzanita Capital Limited

 

 

64

 

 

 

2009

 

 

Yes

 

 

—

 

 

 

 

 

 

 

Tracy Gardner

Principal, Tracy Gardner Consultancy

 

 

58

 

 

 

2015

 

 

Yes

 

 

1

 

 

 

 

C

 

M

Kathryn Hall

Founder & Co-Chair, Hall Capital Partners

 

64

 

 

New

Nominee

 

 

Yes

 

 

1

 

 

 

 

 

 

 

Bob L. Martin

Executive Chair and Director, Gap Inc.

 

 

73

 

 

 

2002

 

 

No

 

 

1

 

 

 

 

 

 

 

Amy Miles

Former Chair and CEO, Regal Entertainment Group

 

 

55

 

 

 

2020

 

 

Yes

 

 

2

 

 

C F

 

 

 

 

Chris O'Neill

Chief Business Officer, Glean Technologies, Inc.

 

 

49

 

 

 

2018

 

 

Yes

 

 

—

 

 

M

 

 

 

 

Mayo A. Shattuck III

Non-Executive Chairman, Exelon Corporation

 

 

67

 

 

 

2002

 

 

Yes

 

 

2

 

 

M F

 

 

 

M

Salaam Coleman Smith

Former Executive Vice President, Disney ABC Television Group

 

 

52

 

 

 

2021

 

 

Yes

 

 

2

 

 

 

 

M

 

 

Sonia Syngal

CEO and Director, Gap Inc.

 

 

52

 

 

 

2020

 

 

No

 

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

C   Chair     M   Member     F   Financial Expert

AC: Audit and Finance Committee

CC: Compensation and Management Development Committee

GC: Governance and Sustainability Committee

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Director Nominee Demographics, Skills and Experience

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

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Proposal 2 – Ratification of Auditors (Page 28)

The Board of Directors Recommends a Vote “FOR” the Selection of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for Fiscal 2022.

Based on Audit and Finance Committee’s assessment of Deloitte & Touche LLP’s qualifications and performance, the Board believes that retention of Deloitte & Touche for fiscal 2022 is in our shareholders’ best interests.

Proposal 3 – Say-on-Pay (Page 31)

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.

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Table of Contents

Table Of Contents

PROPOSALS REQUIRING YOUR VOTE

1

5

Proposal No.PROPOSAL NO. 1 — Election of DirectorsELECTION OF DIRECTORS

1

5

Nominees for Election as Directors

1

Director Selection and Qualification

8

9Key Director Attributes

10

Director Independence

11

Corporate Governance

12

Corporate Governance Highlights

12

11Risk Oversight

15

Environmental, Social & Governance (ESG)

17

Policies and Procedures with Respect to Related Party Transactions

20

11

Certain Relationships and Related Transactions

20

17

Compensation of Directors

25

PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

28

20
Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm
21
Principal Accounting Firm Fees
21
Rotation
22

Report of the Audit and Finance Committee

30

PROPOSAL NO. 3 — ADVISORY VOTE ON THE OVERALL COMPENSATION OF THE GAP, INC.’S NAMED EXECUTIVE OFFICERS

31

23
Proposal No. 3 — Advisory Vote on the Overall Compensation of The Gap, Inc.’s Named Executive Officers

EXECUTIVE COMPENSATION AND RELATED INFORMATION

32

24

Compensation Discussion and Analysis

32

40

Compensation Committee Report

53

41

20192021 Summary Compensation Table

54

44

20192021 Grants of Plan-Based Awards

57

46

20192021 Outstanding Equity Awards at Fiscal Year-End

58

48

20192021 Option Exercises and Stock Vested

61

49

20192021 Nonqualified Deferred Compensation

62

50

20192021 CEO Pay Ratio

63

51

20192021 Potential Payments Upon Termination

64

54

Equity Compensation Plan Information

67

BENEFICIAL OWNERSHIP OF SHARES

68

55

Beneficial Ownership Table

68

57

Note Regarding Various Fisher Family Holdings

70

OTHER INFORMATION

71

58

Questions and Answers about the Annual Meeting and Voting

71

63

Note About Forward-Looking Statements

76


www.gapinc.com

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Proposal No. 1 – Election of Directors

1


PROPOSALS REQUIRING

YOUR VOTE

PROPOSAL NO.Proposal No. 1 — ELECTION OF DIRECTORS
Election of Directors

Nominees for Election as Directors
ELECTION PROCESS
Directors will be elected at

The Board, upon recommendation of the Annual MeetingGovernance and Sustainability Committee, has nominated the eleven people whose names are set forth below for election as directors, each nominated to serve for a one-year term until the next2023 Annual Meeting and until their successors are elected. The Governanceduly elected and Sustainability Committee of the Board of Directors has nominated the persons whose names are set forth below, all of whom arequalified. Each director nominee other than Ms. Hall is a current directors.

DIRECTOR NOMINATIONS
director.

The Board of Directors has no reason to believe that any of the nominees will be unable to serve. However, if any nominee should for any reason be unavailable to serve, the Board of Directors may reduce the numbersize of directors fixedour 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 of Directors 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.

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE

The Board of Directors Recommends a Vote “FOR” THE ELECTION OF EACH OF THE FOLLOWING NOMINEES.

each Director Nominee.


www.gapinc.com

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2

Proposal No. 1 – Election of Directors

Amy Bohutinsky

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Elisabeth B. Donohue

Age: 45

56

Director since 2018

since: 2021

Committee Membership: Audit & Finance

Compensation and Management Development

Current Public Company Directorships:

•   NRG Energy, Inc.

•   AcuityAds Holdings Inc.

Former Public Company Directorships Held in Last Five Years:

•   Synacor, Inc.

Venture Partner of TCV, a venture firm, since July 2019.

Biography:

•   Former Chief OperatingExecutive Officer of Zillow Group, Inc., an online real estate database company,Publicis Spine and a member of the Publicis Groupe Management Committee from 20152017 to 2019.2020. Global Brand President of Starcom Worldwide from 2016 to 2017. Chief MarketingExecutive Officer Zillow Group, Inc.,of Starcom USA from 20112009 to 2015. Director of Zillow Group, Inc.

As an experienced leader and brand builder, 2016.

Experience:

•   Ms. BohutinskyDonohue brings extensive strategicexperience in global consumer, data and operational expertise in multi-brand strategy,digital marketing investor relations, communications, digital, consumer products, facilities, and human resources and talent management.

leadership, including as a former Chief Executive Officer of two leading marketing agencies.

John

Robert J. Fisher

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Age: 58

67

Director since 2018

since: 1990

Committee Membership: None

Governance and Sustainability (Chair)

Executive Vice Chairman

Biography:

•   Managing Director of Pisces, Inc., an investment group, since 2016. President of Pisces, Inc. from 1992 to 2016.

Mr. Fisher brings extensive financial acumen, as well as executive leadership and risk management experience. In addition, he possesses deep retail industry and consumer product expertise having managed investments in a vast array of consumer goods and services companies.

Robert J. Fisher
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Age: 65
Director since 1990
Committee Membership: Governance & Sustainability (Chair)
2010. Interim President and Chief Executive Officer of Gap Inc. from January 2007 to August 2007 and November 2019 to March 2020. ChairmanChair of the Board of Gap Inc. from 2004 to August 2007 and February 2015 to March 2020. Managing Director, Pisces, Inc. since 2010. Executive of Gap Inc. from 1992 to 1999. Various positions with Gap Inc. from 1980 to 1992. Former director of Sun Microsystems, Inc. from 1995 to 2006.

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 Gap Inc. positions. His previous leadership and oversight roles at Gap Inc. provide him with a deep understanding and unique insight into our organizational and operational structure. Mr. Fisher brings strong leadership to the Board based on perspective gained from his management roles and experience as a key member of the founding family and significant shareholder.

 2022 Proxy Statement

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Proposal No. 1 – Election of Directors

3

William S. Fisher

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Age: 62

64

Director sincesince: 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 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.

Tracy Gardner

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Tracy Gardner

Age: 56

58

Director sincesince: 2015

Committee Membership:

Compensation &and Management Development (Chair);

Governance &and Sustainability

Current Public Company Directorships:

•   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 December 2014. Former executive of J. Crew Group, Inc. from 2004 to 2010. Various positions with Gap Inc. from 1999 to 2004. Former director of Lands' End from 2014 to 2015.

Experience:

•   With over 30 years of experience, Ms. Gardner is a retail 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 experience as a former senior executive within Gap Inc. and as a prior advisor to Gap brand provides Ms. Gardner with an in-depth understanding of Gap Inc.'s’s global business structure and operations.

www.gapinc.com

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4

Proposal No. 1 – Election of Directors

Isabella D. Goren

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Kathryn Hall

Age: 59

64

Director since: N/A (New Nominee)

Current Public Company Directorships:

•   Cohn Robbins Holding Corporation

Biography:

•   Founder and Co-Chair of Hall Capital Partners, an SEC-registered investment advisor, since 2011

1994, and a member of the firm’s Executive Committee Membership: Audit & Finance
Chief Financial Officerand Investment Review Committee. Founder and Co-Executive Chair of AMR CorporationGalvanize Climate Solutions, a mission-driven investment platform, since 2021, and American Airlines, Inc.a member of the firm’s Operating Committee. General Partner of Laurel Arbitrage Partners from 20101989 to 2013. AMR Corporation and American Airlines, Inc. successfully completed a reorganization under Chapter 11 in 2013, for which a voluntary petition was filed in 2011. Senior Vice President of Customer Relationship Marketing of American Airlines from 2006 to 2010. Various positions with AMR Corporation and American Airlines, Inc. from 1986 to 2006, including President of AMR Services, previously a subsidiary of AMR, from 1996 to 1998. Director of LyondellBasell Industries N.V. and MassMutual Financial Group.
1994.

Experience:

•   Ms. Goren has broad experience in a number of key corporate functions, including finance, marketing, human resources and international operations. SheHall brings extensive expertisefinancial and investment experience, as well as senior management and leadership experience, including as the Founder and Co-Chair of an institutional investment management firm with approximately $48 billion in leadership of complex business functions, customer loyalty programsassets under management. Additionally, she has substantial insights from her experience leading and online marketing, talent development, financial functions,developing a senior management team that is 50% women and global operations and strategies.

in supporting full consequence investing, which integrates sustainability into the firm’s investment framework.



Bob L. Martin

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Age: 71

73

Director sincesince: 2002

Committee Membership:

None

Current Public Company Directorships:

•   Conns, Inc.

Chairman of the Board

Biography:

•   Executive Chair, an employee role, of Gap Inc. and an advisor to our new Chief Executive Officer, a non-executive employee role, since March 2020;2020. Lead Independent Director of Gap Inc. from 2003 to 2015 and November 2019 to March 2020. Operating Partner of Stephens Group, Inc., a private equity group, since 2003. Principal (part-time) of Mcon Management Services, Ltd., a consulting company, since March 2020. Chief Executive Officer (part-time) of Mcon Management Services, Ltd. from 2002 to March 2020. Independent Consultant from 1999 to 2002. President and Chief Executive Officer of Wal-Mart International, a division of Wal-Mart Stores, Inc., from 1984 to 1999. Director of Conn’s Inc. Former director of Dillard’s, Inc. from 2003 to 2004, Edgewater Technology, Inc. from 1999 to 2005, Furniture Brands International, Inc. from 2003 to 2010, Guitar Center from 2004 to 2007, Sabre Holdings Corporation from 1997 to 2007, and SolarWinds, Inc. from 2009 to 2010.

Experience:

•   Mr. Martin is a retail industry veteran with over 3540 years of work experience. As the former chief executive officerChief Executive Officer of Wal-Mart International, during which he ran operations in 12 countries across four continents, Mr. Martin brings extensive global governance and executive management experience, as well as a vast knowledge of international consumer brands and markets. As the former executive vice presidentExecutive Vice President and chief information officerChief Information Officer for Wal-Mart Stores, Inc., Mr. Martin also has extensive insight into the areas of information technology and supply chain capabilities and strategies specific to a global retail company.

 2022 Proxy Statement

Table of Contents

Proposal No. 1 – Election of Directors

5

Amy Miles

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Amy Miles

Age: 53

55

Director sincesince: 2020

Committee Membership: None

Audit and Finance (Chair)

Current Public Company Directorships:

•   Norfolk Southern Corporation

•   Amgen Inc.

Former Public Company Directorships Held in Last Five Years:

•   Regal Entertainment Group

Biography:

•   Former ChairmanChair and Chief Executive Officer of Regal Entertainment Group, a globalleading theater chain, from 2015 to 2018. 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. Director of Norfolk Southern Corporation.

Experience:

•   As a former Chairman,Chair, Chief Executive Officer and Chief Financial Officer, Ms. Miles has extensive finance, accounting and management experience. In addition, she brings expertise in information technology, marketing and strategic planning.


Jorge P. Montoya

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Age: 73
Director since 2004
Committee Membership: Compensation & Management Development

President, Global Snacks & Beverages, and President, Latin America, of The Proctor & Gamble Company, a consumer products company, from 1999 to 2004. Director of The Kroger Co. Former director of Rohm & Haas Company from 1996 to 2007.
With over 30 years of leadership at large consumer products companies, including The Proctor & Gamble Company, Mr. Montoya possesses a deep knowledge of Hispanic markets, as well as extensive experience in management, international growth, consumer products, and marketing.

Chris O'Neill

Age: 49

Director since: 2018

Committee Membership:

Audit and Finance

Chris O'Neill

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Age: 47
Director

Biography:

•   Chief Business Officer of Glean Technologies, Inc. since 2018

Committee Membership: Compensation & Management Development
Partner, Portag32021. Senior Advisor to Portage Ventures, the venture capital arm of Sagard Holdings, since February 2020.2021, and General Partner from 2020 to 2021. Chairman, President and Chief Executive Officer of Evernote Corporation, a global cloud-based technology company, from 2016 to 2018. President and Chief Executive Officer, Evernote Corporation from 2015 to 2016. Various positions 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 technology executive, venture investor, as the Chief Executive Officer of Evernote, and his decade-long experience at Google provides him with extensive expertise in leading high-growth, innovative companies and understanding the strategic role technology plays in business.


www.gapinc.com

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6

Proposal No. 1 – Election of Directors

Mayo A. Shattuck III

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Age: 65

67

Director sincesince: 2002

Committee Membership:

Audit &and Finance (Chair);

Governance &and Sustainability

Current Public Company Directorships:

•   Capital One Financial Corporation

•   Exelon Corporation (not standing for reelection)

Former Public Company Directorships Held in Last Five Years:

•   Alarm.com Holdings, Inc.

Biography:

•   Non-Executive Chairman of Exelon Corporation, an energy company, since 2013.2013 (Mr. Shattuck is not standing for reelection to the board of Exelon Corporation at its annual meeting in 2022). Executive Chairman of Exelon Corporation from 2012 to 2013. Chairman, Chief Executive Officer, and President of Constellation Energy Group from 2002 to 2012. Chief Executive Officer and President of Constellation Energy Group from 2001 to 2002. Director of Capital One Financial Corporation and Alarm.com Holdings, Inc.

Experience:

•   With his experience on the boardsas a director of directors of twothree other public companies, as the former chief executive officerChief Executive Officer of an investment bank and Constellation Energy Group, and as non-executiveNon-Executive Chairman of Exelon Corporation, Mr. Shattuck brings extensive expertise in risk oversight, financial literacy and reporting, corporate governance and compliance, as well as leadership experience.

Elizabeth A. Smith

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Salaam Coleman Smith

Age: 56

52

Director since 2020

since: 2021

Committee Membership: None

Compensation and Management Development

Current Public Company Directorships:

•   Pinterest, Inc.

•   Enjoy Technology, Inc.

Biography:

•   Former ChairmanExecutive Vice President at The Walt Disney Company’s Disney ABC Television Group from 2014 to 2016, overseeing strategy and Chief Executive Officerprogramming for ABC Family’s Freeform channel. Various senior executive roles at Comcast NBCUniversal from 2003 to 2014, including President of Bloomin' Brands, Inc., a casual dining restaurant company from 2012 to 2019 and Chairman through March 2020. Former President and Chief Executive Officer Bloomin’ Brands, Inc. from 2009 to 2012. Former executive of Avon Products, Inc. from 2005 to 2009. Various positions with Kraft Foods, Inc. from 1990 to 2004. Director of Bloomin’ Brands, Inc. and Hilton Worldwide Holdings Inc. Former director of Carter’s, Inc. from 2004 to 2008 and Staples, Inc.Style Network from 2008 to 2014.

As2013. Senior executive at Viacom from 1993 to 2002, including serving as a former Chairmansenior executive within MTV Networks International Division and Chief Executive Officer,helping Nickelodeon’s global expansion in Europe, Asia, and Latin America.

Experience:

•   With over 23 years of media and entertainment industry experience at three global companies, Ms. Coleman Smith brings extensive global and customer-facing retail experience.  She possesses deep experience in strategy brands, marketing and sales, as well as corporate financechange management, leading organizations through periods of significant transformation and financial reporting.

growth. Additionally, she has substantial insights from her experience developing and leading a diverse and inclusive management team in the media industry.

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Sonia Syngal

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Sonia Syngal

Age: 50

52

Director sincesince: 2020

Committee Membership:

None

President and

Biography:

•   Chief Executive Officer of Gap Inc. since March 2020. President and Chief Executive Officer, Old Navy from April 2016 to March 2020. Executive Vice President, Global Supply Chain and Product Operations of Gap Inc. from February 2015 to April 2016. Executive Vice President, Global Supply Chain of Gap Inc. from November 2013 to January 2015. Since joining Gap Inc. in 2004, Ms. Syngal has served in key leadership and general management roles including Managing Director for Gap Inc.'s Europe business, Senior Vice President for Gap Inc.'s International division and Senior Vice President for Gap Inc.'s International Outlet division. Prior to joining Gap Inc., Sonia Ms. Syngalhad a long career in Fortune 500 product companies, including Sun Microsystems where she led manufacturing operations, logistics and supply chain management, and at Ford Motor Company where she held roles in product design, quality and manufacturing engineering.


Experience:

•   As a result of her service as President and Chief Executive Officer of Gap Inc. and Old Navy, as well as her service in other senior positions at Gap Inc., Ms. Syngal has extensive experience as a leader in the global retail industry, including specific expertise in management, talent development, supply chain and global operations.

John J. Fisher,

Robert J. Fisher and William S. Fisher are brothers. InformationBiographical information concerning our executive officers who are not also directors is set forth in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020January 29, 2022.



DIRECTOR INDEPENDENCE

Departing Directors

John J. Fisher, who has served as a director of the Company since 2018, and Jorge P. Montoya, who has served as a director of the Company since 2004, are not standing for reelection at our 2022 Annual Meeting. The Board thanks Mr. Fisher and Mr. Montoya for their years of dedicated service to the Board and significant contributions to the Company.

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Proposal No. 1 – Election of Directors

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.

When assessing desired characteristics, skills, and backgrounds, the Committee considers, among other things, the Board’s current skill set, the Company’s long-term strategic plan and objectives, potential director retirements, and director feedback provided in connection with the Board’s annual self-assessment process. Director nominees are then identified and considered on the basis of knowledge, experience, integrity, leadership, reputation, and ability to understand the company’s business, as well as their inclination to engage and intellectual approach. In addition, nominees are expected to possess certain core competencies, some of which may include experience in retail, consumer products, international business/markets, real estate, store operations, logistics, product design, merchandising, marketing, general operations, strategy, human resources, technology, media or public relations, finance or accounting, or experience as a CEO or CFO.

Nominees are pre-screened to ensure each candidate has qualifications which complement the overall core competencies of the Board, including background evaluations and independence determinations. The Chair of the Board, CEO, and at least two independent directors interview any qualified candidates prior to nomination. Other directors and members of management interview each candidate as requested by the Chair of the Board, CEO, or Chair of the Governance and Sustainability Committee.

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 to identify 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. Ms. Donohue was identified as a potential candidate by a third-party search firm.

The Governance and Sustainability Committee will also consider director nominees recommended by our shareholders pursuant to our Bylaws. See “Other Information—Questions and Answers about the Annual Meeting and Voting” for more information.

Director Nominee Demographics

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

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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, or participates in an interview or other method the Governance and Sustainability Committee utilizes to seek feedback. 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. The Chief Legal Officer also meets privately with individual directors to solicit additional feedback. Following these discussions, the 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.

2021 Board Self-Assessment Process


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Proposal No. 1 – Election of Directors

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, characteristics, and qualifications that each director nominee possesses, and that the Board believes are relevant to oversight of our business strategy. The Committee and the Board considered these skills, characteristics, and qualifications in determining to recommend each director to be nominated for election.

Director Nominee Skills and Qualifications

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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 2021 and has determined that Elisabeth B. Donohue, John J. Fisher, Robert J. Fisher, William S. Fisher, Tracy Gardner, Isabella Goren, Amy Miles, Jorge P. Montoya, Chris O’Neill, Mayo A. Shattuck III, Elizabeth Smith and Salaam Coleman Smith are, or in the followingcase of former directors, arewere independent under the New York Stock Exchange (“NYSE”)SEC and NYSE rules and have or had no direct or indirect material relationships with the Company:

Amy BohutinskyTracy GardnerLexi Reese*
Brian Goldner†
Isabella D. GorenMayo A. Shattuck III
John J. FisherAmy MilesElizabeth Smith
Robert J. FisherJorge P. Montoya
William S. FisherChris O'Neill
†Mr. Goldner served untilCompany. The Board also evaluated the 2019 Annual Meeting.
*Ms. Reese isindependence of each other director nominee and has determined that Kathryn Hall, if elected, would be independent under SEC and NYSE rules and would not standing for reelection.
have a direct or indirect material relationship with the Company. In particular, the Board has determined that none of these directors hasor director nominees have or would 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 John, Robert and William Fisher, the Board considered the following factors: (i) with the exception of Robert Fisher’s brief periods of service during 2007 and 2019 to 2020 as Interim President and Chief Executive Officer (“CEO”)CEO of the Company during CEO transitions, neither John, Robert nor William Fisher has served as an officer of the Company in over 1520 years; and (ii) NYSE guidance indicates that ownership of even a significant amount of stock does not preclude a finding of independence. After consideration of these factors, the Board concluded that there is no material relationship between the Company and John, Robert and William Fisher that would impact their independence under NYSE rules. Mr. Martin and Ms. Syngal were determined to not be independent by virtue of their employment with the Company.

Director Nominee Independence

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Corporate Governance

Corporate Governance

Corporate Governance Highlights

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.

CORPORATE GOVERNANCE GUIDELINES

INDEPENDENT OVERSIGHT

Majority Independent Board

We are committed to maintaining at least two-thirds independent directors on our Board. Currently, 10 of 12 directors are independent, and 9 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 annually to align with new requirements and developing best practices.

Separate Board Chair and CEO Roles

We have separated the positions of CEO and Chair of the Board since February 2015 (other than from November 2019 to March 2020 when Robert Fisher served as our Interim President and CEO).

Independent Executive Sessions

At every Board meeting, time is set aside for the independent directors to meet in executive session.

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BOARD STRUCTURE

Director Diversity

Our directors have diversity of backgrounds, qualifications, experiences, and personal characteristics, including gender and ethnicity/race. 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, and directors who are retired from full-time employment should not serve on more than four public company Boards (in each case, 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 would 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 appropriate continuing education programs.

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

We have adopted a policy regarding the recoupment of incentive compensation for covered executives in certain situations, including when management misconduct or gross negligence results in material financial, reputational or other harm to the Company.

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Corporate Governance

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 reportingshareholders 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.

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

ADDITIONAL CORPORATE GOVERNANCE INFORMATION

Additional Corporate Governance Information

If you would like further information regarding our corporate governance practices, please visit the Governance and Corporate Compliance sections of www.gapinc.com (follow the Investors, link)Governance and Investors, Corporate Compliance links). Those sections include:

Our Corporate Governance Guidelines (available in print on request to our Corporate Secretary);Guidelines;

Our Code of Business Conduct (available in print on request to our Corporate Secretary);Conduct;

Our Committee Charters;

Our Certificate of Incorporation;

Our Bylaws;

A method for

Our Executive Stock Ownership Policy;

Our Executive Compensation Recoupment Policy;

Our Political Engagement Policy;

How interested parties to send direct communications tomay communicate with our Board of Directors (throughand with our ChairmanCorporate Secretary; and Corporate Secretary) by email to board@gap.com; and

Methods for

How employees and others tomay report suspected violations of our Code of Business Conduct, (“COBC”), including accounting or auditing concerns, directly to our Global Integrity team by confidential email to global_integrity@gap.com, through our COBC Hotline (866) GAP-CODE or online at speakup.gapinc.com. Callers from outside North America must dial their country’s AT&T Direct Access Code, which can be found at speakup.gapinc.com. COBC Hotline calls are answered by a live operator 24 hours a day/7 days a week by an outside company, and are free and confidential and may be made anonymously.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.



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Risk Oversight

BOARD OVERSIGHT OF RISK

Board of Directors

The Board is responsible for oversight of the business, affairs and integrity of the Company, determination of the Company’s mission, long-term strategy and objectives, and oversight of the Company’s risks while evaluating and directing implementation of Company controls and procedures.

While the Board has the 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 Internal Auditor, Chief Legal and Compliance Officer and Corporate Secretary, and other members of senior management regarding our risk management processes and controls. The key risk management areas for our Board committees are described below.

Audit and Finance

✓Our financial statements and internal controls

✓Our independent auditors

✓The Internal Audit function

✓Our Corporate Compliance program

✓Our Data Privacy and Cybersecurity programs

✓Legal and regulatory matters

✓Finance matters

Compensation and Management Development

✓Our compensation programs and policies

✓Senior management development, retention, and succession planning

✓Human capital management

Governance and Sustainability

✓Board and committee composition and evaluation

✓Corporate governance matters

✓Environmental, social, community and sustainability matters

The Board has an active role in

Enterprise Risk Assessment

Annually, the Company’s Internal Audit department performs a comprehensive enterprise risk assessment encompassing a number of significant areas of risk identified using a risk framework, including strategic, operational, compliance, financial, sustainability, and reputational risks, and the economic impact of climate change. The Company has established a Risk Committee, which includes the heads of Finance, Legal, Digital/Tech, Human Resources, Operations & Supply Chain, and Internal Audit, as well as a rotating brand president. The Risk Committee is responsible for overseeing the assessment process designed to gather data regarding key enterprise risks, emerging risks and key third-party dependencies that could impact the Company’s ability to achieve its objectives and execute its strategies. Primary assessment methods include interviews and surveys with employees, key executives and Board members, review of critical Company strategies and initiatives, regulatory changes and monitoring of emerging industry trends and issues.

The 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 oversight. The Risk Committee meets periodically to monitor key enterprise risks and review and adjust the risk mitigation plans accordingly. 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 the potential risks.

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Table of the Company’s risks. Annually, the Company’s Internal Audit department performs a comprehensive enterprise risk assessment encompassing a number of significant areas of risk identified using a risk framework, including strategic, operational, compliance, financial, and reputational risks. The Company has established a Risk Committee, which includes the heads of Finance, Legal, Strategy, Human Resources, Supply Chain, and Internal Audit, as well as a brand president. The Risk Committee is responsible for overseeing the assessment process designed to gather data regarding key enterprise risks that could impact the Company’s ability to achieve its objectives and execute its strategies. Primary assessment methods include interviews (either in-person or via the use of technology-enabled collaboration sessions) and surveys with employees, key executives and Board members, review of critical Company strategies and initiatives, regulatory changes and monitoring of emerging industry trends and issues. The 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 oversight. The Risk Committee meets periodically to monitor key enterprise risks and review and adjust the risk mitigation plans accordingly. 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 the potential risks.Contents

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Corporate Governance

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit and Finance Committee focuses on financial and compliance risks, and oversees the data privacy and cybersecurity programs, and the Compensation and Management Development Committee sets employee incentives with the goal of encouraging an appropriate level of risk-taking, consistent with the Company’s business strategies.
In connection with the recent

COVID-19 outbreak, thePANDEMIC RESPONSE

The Board together with management has overseencontinues to oversee our ongoing efforts to mitigate financial and human capital management risk exposures associated with the outbreak.COVID-19 pandemic. We remain committed to protecting the health and safety of our employees and their families, as well as the health and safety of our customers. In 2020, we committed to evolving our health and safety practices as we safely reopened stores with a strategic plan to deliver a safe shopping experience for our communities. We will continue to base our safety protocols on the standards of the Centers for Disease Control and Prevention (CDC) and the World Health Organization (WHO), as well as local government mandates.

Further information regarding our response to the COVID-19 pandemic is available at www.gapinc.com (follow the News, Coronavirus Response links).

CYBERSECURITY RISK OVERSIGHT

Securing the information we receive and store about our customers, employees, vendors, and other third parties is a priority. We have systems in place to safely receive and store that information and to detect, contain, and respond to data security incidents. While everyone at the Company plays a part in managing these risks, oversight responsibility is shared by the Board, the Audit and Finance Committee, and management.

To respond to the threat of security breaches and cyberattacks, the Company’s Chief Information Security Officer oversees a program that is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company. The program includes the annual cybersecurity training of all employees as well as targeted cybersecurity awareness and education activities throughout the year. The program also includes a cybersecurity incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. Additionally, the Company maintains a cybersecurity risk insurance policy. The Audit and Finance Committee receives quarterly reports from the Chief Information Security Officer and the Chief Information Officer. The Audit and Finance Committee regularly briefs the Board on these matters, and the Board also receives periodic briefings on cybersecurity threats to augment our directors’ literacy on cybersecurity issues.

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 conducts a comprehensive overall review of 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;

Significant

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 with respect to financial restatements is in place.place allowing for recoupment in the event of management misconduct or gross negligence resulting in a financial restatement or material financial, reputational or other harm to the Company.

Management’s assessment was also presented to the Company’s Chief Compliance Officer and the Chair of the Board’s 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.


COMMUNICATION WITH DIRECTORS

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Environmental, Social & Governance (ESG)

BOARD OVERSIGHT OF ESG

The Board is actively involved in oversight of our ESG strategy, given the importance that the Company believes ESG strategies have in achieving its long-term growth objectives. The Board and/or certain of its committees receive regular updates from the Chief Growth Transformation Officer, who oversees the Company’s ESG activities and strategies, as well as from other senior leaders. The Governance and Sustainability Committee oversees the Company’s ESG activities and goals, including strategies to support the sustainable growth of the Company’s business, and regularly discusses ESG issues at its meetings, and provides regular updates to the full Board regarding the Company’s ESG activities and strategies. Additionally, the Compensation and Management Development Committee oversees the Company’s policies and strategies relating to its human capital management function, including, among others, policies and strategies relating to equal pay and workforce diversity, and provides regular updates to the full Board regarding the Company’s human capital management, equal pay, and workplace diversity activities and strategies. The Board, taking into account its committees’ reports, monitors ESG risks and opportunities as part of its risk management responsibility.

The Chief Growth Transformation Officer is part of the Senior Leadership Team and meets regularly with leaders across the Company, including from our Sourcing, Production, Brand and Operations teams. The ESG team works closely with our brands’ Product and Marketing teams, and our Equality & Belonging, Human Resources, Supply Chain, Government Affairs and Legal teams, among others.

As described above, our Internal Audit department and Risk Committee, with representatives from our Senior Leadership Team, perform an annual enterprise risk assessment that encompasses risks related to sustainability and climate change, which is reviewed by the CEO, the Board and the Senior Leadership Team. In addition, the ESG team works with business partners and experts to assess and manage business risks, including the risks that climate change and environmental impacts could pose to our business.

OUR ESG STRATEGY

Our ESG strategy aligns with the global sustainable development agenda and is guided by frameworks including, but not limited to, the United Nations (UN) Guiding Principles on Business and Human Rights and the Paris Agreement on climate change. We are integrating ESG more deeply into our business to create greater impact across our value chain and support our long-term strategies. We focus on issues where we have the greatest opportunities for influence and impact: advancing people and communities, improving working conditions, water stewardship, climate resilience, waste and circularity and product sustainability.

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Interested

Gap Inc. is committed to respecting the dignity of all people and communities. Our Human Rights Policy is available at www.gapinc.com (follow the Values, Sustainability, Social links).

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Corporate Governance

CORE ESG FOCUS AREAS

We are striving to build a more sustainable future for our business, global community, people and planet. To accomplish this, our ESG team is focused on the following three core pillars, which have enabled us to make strides towards our goals:

Enriching Communities

We believe that a clean and healthy planet is a fundamental human right. Our environmental approach centers on addressing climate, waste and water issues by creating more sustainable products. We strive to create a net positive impact for communities that are disproportionately affected by environmental issues like climate change and the water crisis. In 2021, we earned two A- scores from CDP for transparently acting to protect the climate and use water responsibly. The USAID Gap Inc. Women + Water Alliance aims to empower women and improve community water resilience in a part of India where water stress and poverty are acute aspects of daily life. With the support of our partners—CARE, Water.org, WaterAid and the Institute for Sustainable Communities—this program already has helped 1.5 million people in Madhya Pradesh and Maharashtra. Because most of our climate and water impacts originate in our supply chain production, we engage suppliers directly with our Mill Sustainability and Water Quality Programs to improve resource efficiency and reduce emissions.

Empowering Women and Labor & Human Rights

We believe that all women and girls deserve to reach their full potential and to find and use their voices. Leveraging strategic partnerships with our suppliers, local governments and schools, we reached over one million women and girls through our Personal Advancement & Career Enhancement (P.A.C.E.) program since launching in 2007, which helps women reach their full potential and change the power structures that marginalize them at work and in their communities. We use our Assessment and Remediation Program to evaluate our suppliers and incentivize improvements by driving more business toward the highest-performing facilities. Our approach begins with assessments conducted by Gap Inc., ILO Better Work and the Social & Labor Convergence (SLCP) and through these assessments, we rate each facility using a color-coded system with “green” designated to high-performing facilities with no critical and few violations. At the end of 2021, 67% of our facilities were green-rated, and we are on track to reach 80% green-rated factories by 2025. These programs work together to protect human rights, remove barriers and enhance women’s empowerment and opportunity.

Enabling Opportunity

We believe that enabling opportunity means ensuring employees have the skills they need to build truly fulfilling careers with us. Our purpose to be “Inclusive, by Design” drives our work on programs that ensure diversity is a major feature of our talent pipeline. Old Navy’s This Way ONward program provides first jobs and career development for opportunity youth, growing our diverse and inclusive teams. In 2021, Old Navy hired 3% of entry-level store employees through This Way ONward and is on track to meet its goal of 5% by 2025. We released our first standalone Equality & Belonging (E&B) report, summarizing developments, actions and progress towards our goal to foster a strong culture of inclusivity. We also received a perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index for the 15th year in a row.

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OUR MANAGEMENT APPROACH TO ESG

We take the following approach in all our social and environmental programs:

Integrate sustainability into our business – We seek to integrate ESG as part of our end-to-end business strategy, through the creation of our products and through all our operations. We create accountability for our ESG strategy by setting goals across Gap Inc. that are shared with the relevant business units. Our ESG team is integrated into our brands and operations to enable sustainability outcomes.

Set ambitious goals – We focus on key indicators across our company so that we can measure our progress on delivering real benefits to the people and communities we serve.

Make progress towards our commitments – We strive to contribute in a meaningful way to the people and places we rely on for our business—which we believe also helps our company succeed.

Partner with civil society, governments and other sectors to increase collective impact – By partnering with organizations from the local to the global level, we are helping to deliver impact on a bigger scale and create long-term, sustainable progress.

For more information regarding our commitment to sustainability, please see our most recent Annual ESG Report available at www.gapinc.com (follow the Values, Sustainability links). Our most recent Equality & Belonging Report is also available at www.gapinc.com (follow the Values, Equality & Belonging links).

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Corporate Governance

Communication with Directors

Shareholders and other interested parties can send direct communications to our Board of Directors (through our ChairmanChair of the Board and Corporate Secretary) by email to: board@gap.com.Matters may be referred to the entire Board, Board committees, individual directors and other departments within the Company, as appropriate.

CODE OF BUSINESS CONDUCT

Code of Business Conduct

Our Code of Business Conduct is designed to promote a responsible and ethical work environment forand applies to all Gap Inc. employees and directors. The Code contains guidelinesour policies and expectations on a number of topics, including workplace standards, conflicts of interest, legal compliance, Company information and assets, and political contributions and activities.

All employees worldwide receive a copy of the Code when they join the Company, and are required to complete an overview training course and agree in writing to comply with it. On an annual basis, senior employees are required to certify compliance with the Code.

In addition, the Audit and Finance Committee oversees the Company’s Corporate Compliance Program, which includes procedures for the (i) receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and (ii) confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters and other matters under the Company’s Code of Business Conduct.

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Our Code of Business Conduct is available at www.gapinc.com (follow the Investors, Corporate Compliance Code of Business Conduct links).

Political Engagement Policy

The Company believes that it is important to participate in the political and regulatory processes on issues that affect our business and community interests. We have adopted a Political Engagement Policy that covers, among other things, the use of corporate funds to make political contributions. The Government Affairs team manages and oversees the Company’s political activities. Corporate contributions are reviewed annually by the Board. The Board also receives periodic updates regarding the Company’s political activities.

The Company also provides employees with the opportunity to contribute to the Gap Inc. Political Action Committee (“Gap PAC”). Gap PAC is a separate legal entity with its own oversight council that is funded solely from voluntary contributions made by eligible employees, directors, shareholders, and their families. The Senior Director of Government Affairs manages and oversees all Gap PAC contributions after consultation and approval by the Gap PAC oversight council.

Our Political Engagement Policy is available at www.gapinc.com (follow the Investors, Governance links).

POLICIES AND PROCEDURES WITH RESPECT TO RELATED PARTY TRANSACTIONS
Policies and Procedures with Respect to Related Party Transactions

The Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. The Compensation and Management Development Committee’s charter requires that the members of that Committee, all of whom are independent directors, approve all of the Company’s executive compensation policies and programs and all compensation awarded to executive officers. The Audit and Finance Committee’s charter requires that the members of the Audit and Finance Committee, all of whom are independent directors, review and approve all related party transactions with the Company involving management and/or members of the Board of Directors that are not otherwise subjectrequired to the approval of the Compensation and Management Development Committee and would require disclosurebe disclosed under SEC rules. In the event a transaction involves a committee member, that member will recuse him or herself from the approval of the transaction.

In addition, the Audit

Certain Relationships and Finance Committee oversees the Company’s Corporate Compliance Program, which includes procedures for the (i) receipt, retention and treatmentRelated Transactions

There are no transactions required to be disclosed pursuant to Item 404(a) of complaints regarding accounting, internal accounting controls or auditing matters, and (ii) confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters and other matters under the Company’s Code of Business Conduct.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Employment of Family Member of Mr. Peck. During fiscal year 2019, the Company employed Annin Peck, the daughter of Art Peck, as Senior Manager, Sourcing Strategy. Mr. Peck served as our President and CEO until November 2019. Ms. Peck received $121,061 in aggregate cash compensation from the Company during fiscal 2019 and was eligible for the same employment benefits offered to the Company's employees at the same level.
Employment of Family Member of Mr. Robert Fisher. During fiscal year 2019, the Company employed Mark George, the son-in-law of Robert Fisher, as Senior Manager, Hill City, and, beginning in August 2019, as CEO Operations Assistant. Mr. Fisher serves as a director and served as the Chairman of our Board until March 2020 and as our Interim President and CEO from November 2019 to March 2020. Mr. George received $182,781 in aggregate cash compensation from the Company during fiscal 2019 and was eligible for the same employment benefits offered to the Company's employees at the same levels. Consistent with equity practices for employees at his level, Mr. George also received 775 restricted stock units in fiscal 2019 having a value of approximately $11,393 on the date of grant. Mr. George left the Company in March 2020 and as a result, his restricted stock units were canceled.
Regulation S-K.

See "Policies and Procedures with Respect to Related Party Transactions", above, for a description of the Company's policies and procedures for the review and approval of Related Party Transactions. The transactions described above were approved by the Audit

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Corporate Governance

21

Board Leadership Structure and Finance Committee.


BOARD LEADERSHIP STRUCTURE AND SUCCESSION
Independent Oversight

Bob Martin was appointed ChairmanExecutive Chair of the Board, an employee role, in March 2020. At the Board'sBoard’s request, Mr. Martin is servingserves as an advisor to our new CEO and as a non-executive employee role.member of management. As a result heof his service to the Company as an employee, Mr. Martin is no longernot considered an independent director. Robert Fisher,The Board believes that Mr. Martin’s service as Executive Chair and as an independent director (other than while he servedadvisor to our CEO continues to be in the best interests of the Company and its shareholders, as our interim CEO), served as our ChairmanCEO and the Board are both able to benefit from his extensive knowledge of the Board from February 2015 to March 2020.

retail industry and experience overseeing global retail companies.

We believe in the importance of independent oversight. We ensure that this oversight is truly independent and effective through a variety of means, including:

OtherWe have separated the positions of CEO and Chair of the Board since February 2015 (other than during the period from November 2019 to March 2020 when Mr. Robert Fisher served as interim CEO, we have separated the positions of CEOInterim President and Chairman of the Board.CEO). We believe thisthat separating these positions provides the most appropriate leadership structure at this time. Our CEO is responsible for day-to-day leadership and for setting the strategic direction of the Company, while the ChairmanChair of the Board presides overoversees the functioning of the Board meetings, including non-management and independent director sessions,its oversight responsibilities and shareholder meetings.acts as a strategic advisor to our CEO.

Our Corporate Governance Guidelines provide that at least two-thirds of our directors should be independent. Currently, all of our directors other than Mr. Martin and Ms. Syngal are independent.

Our Corporate Governance Guidelines provide that inif the event that the ChairmanChair of the Board is not an independent director and the Board determines it is appropriate, the independent directors shallwill designate from timean independent director to time,serve as Lead Independent Director. If no Lead Independent Director is designated, the independent directors will designate at each meeting an independent director to lead the executive sessions of the independent directors. Currently, an independent director is designated to lead each executive session and no Lead Independent Director has been designated.

At each regularly scheduled Board meeting, all non-managementindependent directors are typically scheduled to meet in an executive session without the presence of any management directors.

At least annually, the independent directors meet in executive session.

The charters for each of ourEach standing committees of the Board described belowcommittee (Governance and Sustainability, Audit and Finance, and Compensation and Management Development) require that allis required to be composed solely of the members of thoseindependent directors.committees be independent.

GOVERNANCE AND SUSTAINABILITY COMMITTEE

Governance and Sustainability Committee

Members: Robert J. Fisher (Chair); Tracy Gardner; Mayo A. Shattuck III.

The Board’s Governance and Sustainability Committee is composed solely of independent directors.

This Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to theto:

The Company’s corporate governance matters, including the developmentannual review of corporate governance guidelines,our Corporate Governance Guidelines.

The annual evaluationself-assessment of the Board, its committees and individual directors,directors.

The identification and selection of director nominees, oversightnominees.

Oversight of the Company’s programs, policies and practices relating to environmental, social and environmentalcommunity, and governance issues and impacts and strategies, and suchto support the sustainable growth of the Company’s business.

Such other duties as directed by the Board of Directors.

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The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Governance and Sustainability Committee Charter links).

NOMINATION OF DIRECTORS
The Governance

Audit and SustainabilityFinance Committee has

Members: Amy Miles (Chair); Chris O’Neill; Mayo A. Shattuck III. Isabella D. Goren, who resigned from the responsibility to identify, evaluate,Board effective December 31, 2021, served on the Audit and recommend qualified candidates to the Board. The Chairman, CEO, and at least two independent directors interview any qualified candidates prior to nomination. Other directors and members of management interview each candidate as requested by the Chairman, CEO, or chair of the Committee. Ms. Miles and Ms. Smith were identified as potential candidates by a third-party search firm.

The Committee identifies desired attributes and experience—classifying those that are prioritized and mandatory versus those that are ideal but not mandatory—and engages third-party search firms as independent consultants to identify potential director nominees based on these criteria and a needs assessment. TheFinance Committee in collaboration with the consultant, may develop targeted search specifications. These consultants have assisted the Committee in identifying a diverse pool of qualified candidates and in evaluating and pursuing individual candidates at the direction of the Committee.

The Committee will also consider director nominees recommended by shareholders. Our Bylaws provide that a shareholder may propose director nominations at the meeting of shareholders in 2021 by giving written notice to our Corporate Secretary by no later than the close of business (San Francisco Time) on February 18, 2021, and no earlier than January 19, 2021 (i.e., not less than 90 days nor more than 120 days prior to the first anniversary of the date of our 2020 Annual Meeting). The notice must contain information required by our Bylaws about the identity and background of each nominee and the shareholder making the nomination, including interests in derivative securities or arrangements with persons holding derivative securities, relationships or arrangements between the nominee and the shareholder making the nomination, and information that would enable the Board to determine a nominee’s eligibility to serve as an independent director. The notice also must contain other information that must be disclosed in proxy solicitations for election of directors under the proxy rules of the SEC (including information regarding the director nominee’s experience, qualifications, attributes and/or skills), the nominee’s consent to the nomination and to serve if elected, and certain other information required by our Bylaws. If a shareholder fails to submit the notice by February 18, 2021, then the proposed nominee(s) of the shareholder will not be considered at our Annual Meeting in 2021 in accordance with our Bylaws. Notifications must be addressed to our Corporate Secretary at Gap Inc., Two Folsom Street, San Francisco, California 94105.
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A copy of the full text of the Bylaw provisions relating to our advance notice procedure may be obtained at www.gapinc.com (follow the Investors, Governance links) or by any shareholder on request by writing to our Corporate Secretary at the above address.
QUALIFICATIONS AND DIVERSITY OF BOARD MEMBERS
All director nominees must possess certain core competencies, some of which include experience in retail, consumer products, international business/markets, real estate, store operations, logistics, product design, merchandising, marketing, general operations, strategy, human resources, technology, media or public relations, finance or accounting, or experience as a CEO or CFO. In addition to having one or more of these core competencies, director nominees are identified and considered based on knowledge, experience, integrity, leadership, reputation, background, viewpoint, qualifications, gender, race/ethnicity, personal characteristics, and ability to understand the Company’s business, as well as their integrity, inclination to engage and intellectual approach. The Board believes that varying tenures and backgrounds 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, and that this overall tenure, professional, personal, gender, and racial/ethnic diversity is important to the effectiveness of the Board’s oversight of the Company. Accordingly, diversity is a factor that is considered in the identification and recommendation of potential director candidates. In this regard, of the thirteen nominees for director, six are women and two are ethnically diverse. In addition, all director nominees are pre-screened to ensure that each candidate has qualifications and experience that complement the overall core competencies of the Board. The screening process also includes conducting a background evaluation and an independence determination. The Board believes that its criteria for selecting board nominees are effective in promoting overall diversity.
EVALUATION OF DIRECTORS
The Governance and Sustainability Committee is responsible for overseeing a formal evaluation process to assess the composition and performance of the Board, each committee, and each individual director on an annual basis. The assessment is conducted to identify opportunities for improvement and skill set needs, as well as to ensure that the Board, committees, and individual members have the appropriate blend of diverse experiences and backgrounds, and are effective and productive. As part of the process, each member completes a survey, or participates in an interview or other method the Committee utilizes to seek feedback. While results are aggregated and summarized for discussion purposes, individual responses are not attributed to any individual and are kept confidential to ensure honest and candid feedback is received. The Committee discusses opportunities and makes recommendations for improvement as appropriate to the full Board, which implements agreed upon improvements. The Committee Chair also meets privately with individual Board members to provide feedback specific to each director received during the evaluation process. A director will not be nominated for reelection unless it is affirmatively determined that he or she is substantially contributing to the overall effectiveness of the Board.

SUSTAINABILITY
The Governance and Sustainability Committee is also responsible for reviewing and evaluating Company programs, policies and practices relating to social and environmental issues and impact, and strategies to support the sustainable growth of the Company’s businesses. The Committee regularly discusses social and environmental issues at its meetings, and oversees the Company’s development of industry-leading programs and initiatives.
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For more information regarding our commitment to sustainability, please see our website and most recent Sustainability Report available at www.gapinc.com (follow the Sustainability link).
AUDIT AND FINANCE COMMITTEE
fiscal 2021.

The Board’s Audit and Finance Committee is composed solely of independent directors.

This Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to theto:

The integrity of our financial statements,statements.

The adequacy of our internal controls, compliancecontrols.

Compliance with legal and regulatory requirements, therequirements.

The qualifications and independence of the independent registered public accounting firm and the performance of its audits, theaudits.

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Corporate Governance

The performance of the Internal Audit function, the effectivenessfunction.

Oversight of the corporate compliance program, finance matters,our Corporate Compliance program.

Finance matters.

Oversight of our Data Privacy and suchCybersecurity programs.

Such other duties as directed by the Board of Directors. Directors.

In addition, the Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm.

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The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Audit and Finance Committee Charter links).

AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that the Audit and Finance Committee has two current members who are “audit committee financial experts” as determined under Regulation S-K Item 407(d)(5) of the Securities Exchange Act of 1934: Ms. Miles and Mr. Shattuck, and Ms. Goren, botheach of whom areis an independent directors.director. See Ms. Miles’ and Mr. Shattuck’s and Ms. Goren’s biographies in "Nominees for Election as Directors" for information regarding their relevant experience.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

Compensation and Management Development Committee

Members: Tracy Gardner (Chair); Elisabeth B. Donohue; Jorge P. Montoya (not standing for reelection); Salaam Coleman Smith. Elizabeth A. Smith, who resigned from the Board effective June 18, 2021, and Chris O’Neill served on the Compensation and Management Development Committee in fiscal 2021.

The Board’s Compensation and Management Development Committee is composed solely of independent directors.

This Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to executiveto:

Executive officer and director compensation, successioncompensation.

Succession planning for senior management, developmentmanagement.

Development and retention of senior management, and suchmanagement.

Human capital management.

Such other duties as directed by the Board of Directors.

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The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Compensation and Management Development Committee Charter links).

The 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 Committee approves grants of stock units and stock options to employees at the Vice President level or above, and has delegated authority, within defined parameters, to the CEO or, in the CEO’s absence, the Committee Chair to approve grants of stock units to employees below the Vice President level (see “Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Long-Term IncentivesIncentives”” 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 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 theour executive compensation program structure and specific individual compensation arrangements (see “Executive Compensation and Related Information—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

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Corporate Governance

23

personal relationship of the advisor or advisor’s firm with an executive officer of the Company. Based on a review of the Committee’s relationship with its compensation consultant and an assessment considering these six independence factors, the Committee has identified no conflicts of interest and confirmed the independence of Frederic W. Cook & Co.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2019, Mr. Goldner (who did not stand for reelection in May 2019), Mr. Martin, Mr.2021, Ms. Donohue, Ms. Gardner, Jorge P. Montoya, Mr. O’Neill, Elizabeth A. Smith, and Ms. Reese (who is not standing for reelection)Coleman Smith served on the Compensation and Management Development Committee of the Board of Directors. Ms. Gardner was previously an officer of the Company from 1999 to 2004. No member of the Committee, while serving on the Committee, was at any time during fiscal 2019 or at any other time2021 an officer or employee of the Company, and no member of the Committee had any relationship requiring disclosure under Item 404 of Regulation S-K. During fiscal 2019,2021, none of our executive officers served on the board of directors or compensation committee of any company where one of that company’s executive officers served as one of our directors.

BOARD MEETINGS

Board and Committee Meetings in Fiscal 2021

The Board met nine8 times during fiscal 2019.2021. The following table lists the current members of each of the committeesBoard committee and the number of committee meetings held during fiscal 2019:2021:

Name

 

Audit &

Finance

 

Compensation

&

Management

Development

 

Governance

&

Sustainability

Elisabeth B. Donohue

 

 

 

●

 

 

John J. Fisher(1)

 

 

 

 

 

 

Robert J. Fisher

 

 

 

 

 

Chair

William S. Fisher

 

 

 

 

 

 

Tracy Gardner

 

 

 

Chair

 

●

Amy Miles(2)

 

Chair

 

 

 

 

Bob L. Martin

 

 

 

 

 

 

Jorge P. Montoya(3)

 

 

 

●

 

 

Chris O'Neill

 

●

 

 

 

 

Mayo A. Shattuck III

 

●

 

 

 

●

Salaam Coleman Smith

 

 

 

●

 

 

Sonia Syngal

 

 

 

 

 

 

Number of Meetings

 

8

 

6

 

5

Name
Audit &
Finance
Compensation &
Management
Development
Governance &
Sustainability
Amy Bohutinsky●  
John J. Fisher   
Robert J. Fisher(1)
  Chair
William S. Fisher   
Tracy Gardner(2)
 Chair●
Isabella D. Goren●  
Amy Miles   
Bob L. Martin(3)
   
Jorge P. Montoya ● 
Chris O'Neill ● 
Lexi Reese (not standing for reelection)
 ● 
Mayo A. Shattuck IIIChair ●
Elizabeth Smith   
Sonia Syngal   
Number of Meetings81013

(1)

Mr. Fisher stepped down from his position as a member and Chair ofis not standing for reelection at the Governance & Sustainability Committee while serving as Interim President and CEO of the Company from November 2019 to March 2020.2022 Annual Meeting.

(2)

Ms. GardnerMiles was appointed to the Governance & Sustainability Committee in November 2019. Ms. Gardner served on the Audit & Finance Committee until March 2020. Also in March 2020, Ms. Gardner was appointed to the Compensation & Management Development Committee and to serve as its Chair.

(3)
Mr. Martin was appointed as the Chair of the Governance & SustainabilityAudit and Finance Committee in November 2019. Mr. Martin served as the Chair of both the Compensation & Management Development Committee and the Governance & Sustainability Committee until he stepped down from each committee in March 2020 in connection with his service as an advisor to our new CEO, a non-executive employee role.2021.


(3)

Mr. Montoya is not standing for reelection at the 2022 Annual Meeting.

Directors are expected to attend all meetings of the Board and committees on which they sit. Each incumbent director nominee attended at least 75% of the meetings of the Board and committees on which he or she served.served in fiscal 2021. In addition, individual Board members often work together and with management outside of formal meetings.

The non-managementindependent directors are typically scheduled to meet without the presence of management directors during each regularly scheduled Board meeting.meeting. As no Lead Independent Director has currently been designated, the independent directors designate at each meeting an independent director responsible for organizing, managing and presiding over non-management and independent director sessions of the Board, and reporting on outcomes of such sessions to the CEO, as appropriate.

ATTENDANCE OF DIRECTORS AT ANNUAL MEETINGS OF SHAREHOLDERS

Attendance of Directors at Annual Meetings of Shareholders

Our policy regarding attendance by directors at our Annual Meeting of Shareholders states that our ChairmanChair of the Board and committee chairs should attend and be available to answer questions at our Annual Meeting, if reasonably practicable. Our policy also encourages all other directors to attend. All ten12 of 13 of our then current director nominees who were directors at the time and Mr. Peck and Ms. Reese attended our 20192021 Annual Meeting in person.Meeting.

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STOCK OWNERSHIP GUIDELINES FOR DIRECTORS
Stock Ownership Guidelines for Directors

We have adopted minimum stock ownership guidelines for our directors. Each non-management director should, within three years of joining the Board of Directors, hold stock (which includes deferred stock units) of the Company worth at least five times the annual base retainer then in effect. Management directors are required to own stock of the Company in accordance with our stock ownership requirements for executives, described in "“Executive Compensation and Related Information—Compensation Discussion and Analysis—Stock Ownership Requirements for Executive Officers / Hedging and Pledging Prohibitions.”" All directors are either in compliance with our stock ownership guidelines or had remaining time and were on track to do so as of the date of this Proxy Statement.

Insider Trading Policy and Restrictions on Hedging and Pledging

Our Code of Business Conduct prohibits all Company employees from trading in the Company’s stock while in possession of material non-public information and from tipping others with that information. Additionally, our Securities Law Compliance Manual prohibits trading in the Company’s stock by all Company insiders, including directors, during designated blackout periods (which may be extended or invoked during unscheduled periods).

All Company insiders must confirm by email that a blackout period is not in effect prior to trading. Members of the Senior Leadership Team, Finance Department Vice Presidents and above, all Chief Financial Officers and directors must also contact our Legal Department for trading clearance.

Our Securities Law Compliance Manual, which is applicable to all Company insiders, including our directors, employees at the Vice President level or above, and others who have access to Company-wide financial or sensitive nonpublic information, prohibits speculation in the Company’s stock, including short sales, hedging or publicly-traded option transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds, all of which are prohibited. All Company officers subject to Rule 16a-1(f) of the Securities Exchange Act of 1934 and directors are also prohibited from holding the Company’s stock in a margin account as collateral for a margin loan or otherwise pledging Company stock as collateral.

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Compensation of Directors

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Compensation of Directors

RETAINER AND MEETING FEES

Annual Retainers

The table below shows the annual retainer, attendance fees, and committee chair retainerretainers we paid to our non-employee directors in fiscal 2019,2021 as well as the amounts payable for fiscal 2020:

2022 (which will remain the same).  

FISCAL YEAR 20192021 AND 2020 2022 DIRECTOR CASH COMPENSATIONCOMPENSATION(1)

 

 

2021

 

 

2022

 

Annual Retainer

 

$

90,000

 

 

$

90,000

 

Annual Retainer for Committee Members

 

 

 

 

 

 

 

 

Audit and Finance Committee

 

 

16,000

 

 

 

16,000

 

Compensation and Management Development Committee

 

 

12,000

 

 

 

12,000

 

Governance and Sustainability Committee

 

 

10,000

 

 

 

10,000

 

Additional Annual Retainer for Committee Chairs

 

 

 

 

 

 

 

 

Audit and Finance Committee

 

 

25,000

 

 

 

25,000

 

Compensation and Management Development Committee

 

 

20,000

 

 

 

20,000

 

Governance and Sustainability Committee

 

 

15,000

 

 

 

15,000

 

Additional Annual Retainer for Chairman of the Board(2)

 

 

200,000

 

 

 

200,000

 

Additional Annual Retainer for Lead Independent Director(3)

 

 

40,000

 

 

 

40,000

 

 2019
2020
Annual Retainer$80,000
$80,000
Annual Retainer for Committee Members  
Audit and Finance Committee16,000
16,000
Compensation and Management Development Committee12,000
12,000
Governance and Sustainability Committee8,000
10,000
Additional Annual Retainer for Committee Chairs  
Audit and Finance Committee20,000
25,000
Compensation and Management Development Committee20,000
20,000
Governance and Sustainability Committee15,000
15,000
Additional Annual Retainer for Chairman of the Board(2)
200,000
200,000
Additional Annual Retainer for Lead Independent Director(3)
40,000
40,000

(1)

Non-employee directors who reside primarily outside of North America receive an additional fee of $2,000 for each trip to the United States for Board and/or committee meetings. No director received this fee in fiscal 2021.

(2)

Applicable

Not applicable to Mr. Fisher's service duringany director in fiscal years 2019 and 2020 when he served as Chairman of the Board (Mr. Fisher did not receive any additional compensation for his service as Interim President and CEO from November 2019 to March 2020).2021. Mr. Martin receivesreceived compensation in fiscal 2021 for his role as Chairman of the BoardExecutive Chair and as an advisor to our CEO as set forth below.

(3)

Applicable

Not applicable to Mr. Martin's service from November 2019 to March 2020 when he served as Lead Independent Director.any director in fiscal 2021.

Employee directors (including Mr. Martin and Ms. Syngal)Syngal in fiscal 2021) are not eligible for theto receive annual retainer fees and are not eligible to serve on committees.

CHAIRMAN

BOARD CHAIR ROLE AND ADVISOR COMPENSATION

In fiscal 2021, in connection with Mr. Martin's service as ChairmanExecutive Chair of the Board and as an advisor to our new CEO, a non-executivean employee role, he will beMr. Martin was eligible to earn an annual base salary of $750,000 and an annual target bonus of 100% of base salary, based on the same financial metrics as our CEO, which will be prorated to his start date with a potential payout that cancould range from 0% to 200% (for more information on the bonus program, see "Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus”). In fiscal 2021, Mr. Martin’s annual bonus was earned at 123% of his annual target amount, based on performance against the same financial metrics as our CEO that exceeded the targets set by the Compensation Committee at the beginning of the year. In light of Mr. Martin’s exceptional service to the Company in fiscal 2021, which included his strong support of our CEO during a year of significant macroeconomic challenges in addition to significant and extensive contributions to the Board, the Compensation Committee increased Mr. Martin’s fiscal 2021 bonus to an actual payout of 200% of his annual target amount, resulting in a bonus payout to Mr. Martin of $1,500,000.

In fiscal 2021, Mr. Martin also received a grant of time-based restricted stock units with a grant value of approximately $1,000,000,$3,700,000, which will vestvested one year following the date of grant. Mr. Martin has agreed to hold and not sell or transfer any shares issued to him following the vesting of such restricted stock units for two years following the vesting date, except in the event he no longer provides services to the Company in any capacity (whether as an employee, director or consultant). The time-based vesting condition will accelerate if Mr. Martin is involuntarily terminated by the Company for reasons other than cause, or death or disability. Mr. Martin is not entitled to any compensation under our non-employee director compensation program while he serves in an executive capacity as an advisor to our CEO.

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Compensation of Directors

EQUITY COMPENSATION

Equity Compensation

Non-employee directors receive the following under our 2016 Long-Term Incentive Plan:

Each new non-employee director automatically receives stock units with an initial value of $160,000$170,000 based on the then-current fair market value of the Company’s common stock; and

Each continuing non-employee director automatically receives, on an annual basis, stock units with an initial value of $160,000$170,000 at the then-current fair market value of the Company’s common stock; provided that newly-appointed non-employee directors who were appointed after the Company’s last annual shareholders’ meeting will receive their first annual stock unit grant on a prorated basis based on the number of days that the director has served between his or her appointment and the date of the first annual stock unit grant.

The annual stock units granted to continuing non-employee directors following the Company’s annual shareholders’ meeting, as well as the initial grant made to any non-employee director who is first elected to the Board at the Company’s annual shareholders’ meeting, are granted on June 30 of each year; provided, however, that if the Company’s annual shareholders’ meeting takes place after June 30, then the related stock unit grants will be granted on the first business day following that meeting. All initial stock units granted to new non-employee directors who are appointed other than at the annual shareholders’ meeting are granted on the date of appointment. The number of stock units is rounded down to the nearest whole share. These stock units are fully-vested but are subject to a three-year deferral period. During the deferral period, the stock units earn dividend equivalents which are reinvested in additional units annually. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to each non-employee director unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon ceasing to be a director of the Company.

EXPENSE REIMBURSEMENT AND OTHER BENEFITS

Expense Reimbursement and Other Benefits

We also pay for or reimburse directors for approved educational seminars and for travel expenses related to attending Board, committee, and approved Company business meetings. Additionally, we provide non-employee directors access to office space and administrative support for Company business from time to time.

Directors and their spouses are eligible to receive discounts on our merchandise on terms similar to the Gap Inc. corporate employee merchandise discount policy.

We established

Directors are eligible to participate in The Gap, Inc. Deferred Compensation Plan (“DCP”) whereby. Under the DCP, highly compensated employees, including executive officers, and non-employee directors may elect to defer receipt of certain eligible income. The DCP allows eligible employees to defer a percentage of their salary and bonus on a pre-tax basis, and allows non-employee directors to defer their retainers and meeting fees.retainers. The deferred amounts are indexed to reflect the performance of the participant’s choice of approved investment funds. Non-employee director deferrals are not matched, and above-market or preferential interest rate options are not available on deferred compensation.

Directors are eligible to participate in our Gift Match Program available to all employees, under which we match contributions to eligible nonprofit organizations, up to certain annual limits. In calendar year 2019,2021, the annual limit for non-employee directors (including our CEO) was $15,000 under the Gift Match Program. Art Peck, our former CEO, had an annual matching limit

 2022 Proxy Statement

Table of $100,000.Contents

Compensation of Directors

27


DIRECTOR COMPENSATION SUMMARY

Director Compensation Summary

The following table sets forth certain information regarding the compensation of our directors who served in fiscal 2019,2021, which ended February 1, 2020.January 29, 2022.

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 Donohue(5)

 

22,978

 

 

 

169,983

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

192,961

 

John J. Fisher(6)

 

90,000

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

260,000

 

Robert J. Fisher

 

115,001

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

15,000

 

 

 

300,001

 

William S. Fisher

 

90,000

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

15,000

 

 

 

275,000

 

Tracy Gardner

 

132,000

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

302,000

 

Isabella D. Goren(7)

 

114,706

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

15,000

 

 

 

299,706

 

Bob L. Martin(8)

 

 

—

 

 

 

3,662,071

 

 

 

—

 

 

 

—

 

 

2,265,000

 

 

 

5,927,071

 

Amy Miles

 

111,563

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

281,563

 

Jorge P. Montoya(9)

 

102,001

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

15,000

 

 

287,001

 

Christopher O’Neill

 

105,000

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

275,000

 

Mayo A. Shattuck III

 

116,000

 

 

 

170,000

 

 

 

—

 

 

 

—

 

 

15,000

 

 

 

301,000

 

Elizabeth Smith(10)

 

38,950

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

38,950

 

Salaam Coleman Smith(11)

 

86,638

 

 

 

216,567

 

 

 

—

 

 

 

—

 

 

15,000

 

 

 

318,205

 

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
($)
Amy Bohutinsky92,000
105,628
—
—
1,570
199,198
John J. Fisher80,000
105,628
—
—
—
185,628
William S. Fisher80,000
159,987
—
—
15,000
254,987
Tracy Gardner96,000
159,987
—
—
—
255,987
Brian Goldner(5)
46,000
—
—
—
—
46,000
Isabella D. Goren96,000
159,987
—
—
10,000
265,987
Bob L. Martin133,750
159,987
—
—
12,500
306,237
Jorge P. Montoya103,000
159,987
—
—
10,870
273,857
Chris O’Neill92,000
159,987
—
—
880
252,867
Lexi Reese89,000
105,628
—
—
2,500
197,128
Mayo A. Shattuck III124,000
159,987
—
—
15,000
298,987

(1)

Under applicable SEC rules, we have omitted Messrs. Robert Fisher and Peck,Ms. Syngal, who each served as directorsa director in fiscal 2019. Mr. Robert Fisher2021. Ms. Syngal was compensated as our Chairman and a non-employee director, but did not receive any additional compensation for services provided as our Interim President and CEO. However, pursuant to SEC requirements, Mr. Fisher’s compensation for his services as a director is reported in the 2019 Summary Compensation Table and related executive compensation tables. Mr. Peck was compensated as our CEOChief Executive Officer and received no additional compensation as a director. Mr. Peck’sMs. Syngal’s compensation is reported in the “20192021 Summary Compensation Table” and related executive compensation tables.

(2)

ThisFor each of our non-employee directors, this column reflects the aggregate grant date fair value forof fully-vested stock unit awards during units granted in fiscal 2019,2021 that are subject to a three-year deferral period, computed in accordance with FASB ASC 718. All stock awards reported in this column were granted in fiscal 2019. The following directors had outstanding stock unit awards as of fiscal 2019 year-end: Ms. Bohutinsky (11,745), Mr. John J. Fisher (11,745), Mr. William Fisher (21,118), Ms. Gardner (21,118), Ms. Goren (21,118), Mr. Martin (21,118), Mr. Montoya (21,118), Mr. O’Neill (15,863), Ms. Reese (11,745), and Mr. Shattuck (29,040). For the period during which the payment of these awards is deferred (see "Equity Compensation","Equity Compensation" above), they will earn dividend equivalents which are reinvested in additional units annually. Mr. Goldner did not have anyMartin received 115,267 time-based restricted stock units in fiscal 2021 in connection with his role as Executive Chair and an advisor to our CEO, all of which were outstanding at year end. Amounts for Mr. Martin reflect the aggregate grant date fair value for time-based restricted stock unit awards as ofunits granted during fiscal 2019 year-end.2021, computed in accordance with FASB ASC 718. Please refer to Note 10,11, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 17, 202015, 2022 for the relevant assumptions used to determine the valuation of our stock awards. For more information on Mr. Martin's time-based restricted stock units, see the description above in "

Board Chair Role and Advisor Compensation".

(3)

No stock optionsoption awards were granted to our directors in fiscal 2019.2021. None of our non-employee directors had outstanding stock option awards as of fiscal 20192021 year-end.

(4)

(4)

Amounts in this column primarily consist of Company matching contributions under the Company’s Gift Match Program (see “Expense“Expense Reimbursement and Other Benefits” above). For Mr. Martin, this amount also includes cash compensation received as Executive Chair and an advisor to our CEO in fiscal 2021, including a bonus earned for fiscal year 2021 of $1,500,000. For more information on the bonus program, see "Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus".

(5)

Ms. Donohue was appointed to the Board effective November 9, 2021.

(6)

Mr. Fisher is not standing for reelection at the 2022 Annual Meeting.

(7)

Ms. Goren resigned from the Board effective December 31, 2021.

(8)

In fiscal 2021, Mr. Martin received cash compensation and stock unit awards as described above in "Board Chair Role and Advisor Compensation" in his role as Executive Chair and an advisor to our CEO.

(9)

Mr. Montoya is not standing for reelection at the 2022 Annual Meeting.

(10)

Ms. Smith resigned from the Board effective June 18, 2021.

(11)

Ms. Coleman Smith was appointed to the Board effective March 4, 2021.

(5)

Mr. Goldner did not stand for reelection on May 21, 2019.

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28

Proposal No. 2 – Ratification of Selection of Independent Registered Public Accounting Firm


PROPOSAL NO.

Proposal No. 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ratification of Selection of Independent Registered Public Accounting Firm

The Audit and Finance Committee of the Board of Directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2021.28, 2023. Deloitte & Touche LLP (or its predecessor firm) has been retained as our independent registered public accounting firm since 1976. If shareholders fail to ratify the selection of Deloitte & Touche LLP, the Audit and Finance Committee will reconsider the selection. If the selection of Deloitte & Touche LLP is approved, the Audit and Finance Committee, in its discretion, may still direct the appointment of a different independent auditing firm at any time and without shareholder approval if the Audit and Finance Committee believes that such a change would be in the best interests of the Company and our shareholders.

ticka26.jpg

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE

The Board of Directors Recommends a Vote “FOR” THE SELECTION OF DELOITTEthe Selection of Deloitte & TOUCHETouche LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

as Our Independent Registered Public Accounting Firm for Fiscal 2022.

Representatives of Deloitte & Touche LLP are expected to be present, available to make statements, and available to respond to appropriate shareholder questions at the 20202022 Annual Meeting.

 2022 Proxy Statement

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Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm

29

Principal Accounting Firm Fees

The following table sets forth the aggregate fees paid and accrued by us for audit and other services for the fiscal years ended February 1, 2020January 30, 2021 and February 2, 2019January 29, 2022 that were provided by our principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively “Deloitte & Touche”).

FISCAL YEAR 20192020 AND 20182021 ACCOUNTING FEES

Fees (in thousands) (see notes below)

 

 

Fiscal Year

2020

 

 

Fiscal Year

2021

 

 

 

 

 

 

 

 

 

 

Audit Fees

 

$

5,110

 

$

 

5,645

 

Audit-Related Fees

 

 

370

 

 

 

390

 

Tax Fees

 

 

1,644

 

 

1,598

 

All Other Fees

 

 

1,178

 

 

 

652

 

Total

 

$

8,302

 

$

 

8,285

 

Fees (see notes below)Fiscal Year
2019
 Fiscal Year
2018
Audit Fees$5,212,200
 $5,185,400
Audit-Related Fees2,065,003
 208,521
Tax Fees525,900
 941,700
All Other Fees577,042
 86,895
Total$8,380,145
 $6,422,516

“Audit Fees” consists of fees for professional services rendered in connection with the integrated audit of our consolidated annual financial statements and internal controls over financial reporting, the review of our interim condensed consolidated financial statements included in quarterly reports, and the audits in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” consists primarily of fees for professional services rendered in connection with the audit of our employee benefit plans, audit procedures required by store leases and capital verification reports. In fiscal year 2019, includes approximately $1.8 million of fees related to the separation of Old Navy, which, in January 2020, we announced we would no longer pursue.

“Tax Fees” consists of fees billed for professional services rendered for tax compliance and tax advice. These services include assistance regarding federal, state and international tax compliance, and competent authority proceedings.

“All Other Fees” consists of Deloitte & Touchesubscription fees and fees for non-audit services related to product sourcing consulting.services.

In fiscal years 2020 and 2021, includes approximately $1.1 million and $700,000, respectively, for permissible project consulting services.

The Audit and Finance Committee approves the terms, including compensation, of the engagement of our independent registered public accounting firm on an annual basis, and has a policy requiring pre-approval of all services performed by the firm. This policy requires that all services performed by Deloitte & Touche, whether audit or non-audit services, must be pre-approved by the Audit and Finance Committee or a designated member of the Audit and Finance Committee, with any such services reported to the entire Audit and Finance Committee at the next scheduled meeting.

The Audit Committee pre-approved all services performed by the Company’s independent registered public accounting firm for fiscal years 2020 and 2021.

Rotation

The Audit and Finance Committee periodically reviews and evaluates the performance of Deloitte & Touche’s lead audit partner, oversees the required five-year rotation of the lead audit partner responsible for our audit, oversees the required seven-year rotation of other audit partners who are engaged on our audit and, through the Committee’s Chair as representative of the Audit and Finance Committee, reviews and considers the selection of the lead audit partner. In addition, the Audit and Finance Committee periodically considers whether there should be a rotation of the independent registered public accounting firm. At this time, the Audit and Finance Committee and the Board believe that the continued retention of Deloitte & Touche to serve as our independent registered public accounting firm is in the best interests of the Company and our shareholders.

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30

Report of the Audit and Finance Committee

Report of the Audit and Finance Committee

The Audit and Finance Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, the adequacy of the Company’s internal controls, compliance with legal and regulatory requirements, the qualifications and independence of the independent registered public accounting firm and the performance of its audits, the performance of the Internal Audit function, the effectivenessoversight of the corporate complianceCompany’s Corporate Compliance program, finance matters, oversight of the Company’s Data Privacy and Cybersecurity programs, and such other duties as directed by the Board of Directors. The Committee operates under a written charter (available at www.gapinc.com, follow the Investors, Governance, Audit and Finance Committee Charter links) adopted by the Board of Directors. The Committee is composed exclusively of directors who are independent under New York Stock Exchange listing standards and Securities and Exchange Commission rules.

The Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended February 1, 2020January 29, 2022 with the Company’s management. In addition, the Committee has discussed with Deloitte & Touche LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable Public Company Accounting Oversight Board and Securities and Exchange Commission requirements.

The Committee also has received the communications, including written disclosures and the letter from Deloitte & Touche LLP, required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence, and the Committee has discussed the independence of Deloitte & Touche LLP with that firm.

Based on the Committee’s review and discussions noted above, the Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020January 29, 2022 for filing with the Securities and Exchange Commission.

Amy Miles (Chair)

Chris O’Neill

Mayo A. Shattuck III (Chair)

Amy Bohutinsky
Tracy Gardner (Committee member until March 2020)
Isabella D. Goren

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.

 2022 Proxy Statement

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Proposal No. 3 — Advisory Vote on the Overall Compensation of The Gap, Inc.’s Named Executive Officers

31

PROPOSAL NO.

Proposal No. 3 — ADVISORY VOTE ON THE OVERALL COMPENSATION OF THE GAP, INC.’S NAMED EXECUTIVE OFFICERS

Advisory Vote on the Overall Compensation of The Gap, Inc.’s Named Executive Officers

Pursuant to Section 14A of the Securities Exchange Act, the Company is providing shareholders with an annual advisory (non-binding) vote on the overall compensation of our named executive officers. Accordingly, the following resolution will be submitted for a shareholder vote at the 20202022 Annual Meeting:

“RESOLVED, that the shareholders of The Gap, Inc. (the ”Company““Company”) approve, on an advisory basis, the overall compensation of the Company’sCompany���s named executive officers, as described in the Compensation“Compensation Discussion and AnalysisAnalysis” section, the accompanying compensation tables, and the related narrative disclosure pursuant to Item 402 of Regulation S-K, set forth in thethis Proxy Statement for this Annual Meeting”.

The Board and the Compensation and Management Development Committee, which is comprised entirely of independent directors, will consider the outcome of the shareholders’ non-binding advisory vote when making future executive compensation decisions.

As described in detail under the section entitled “Compensation Discussion and Analysis,” our executive compensation program is designed to provide the level of compensation necessary to attract and retain talented and experienced executives, and to motivate them to achieve short-term and long-term goals, thereby enhancing shareholder value and creating a successful company. We are committed to tie pay to performance and continue to believe our executive compensation program meets each of our compensation objectives.

We received approximately 57% of all votes cast in support of the overallalso continue to put executive compensation of our executives at our 2019 Annual Meeting of Shareholders. This was a departure from prior years, where support ranged from 97% to over 99%. Given the lower vote in support of the overall compensation of our executives at our 2019 Annual Meeting of Shareholders, we broadened ouran annual advisory shareholder outreach during fiscal 2019 and conducted outreach to shareholders representing approximately 45% of our total shares outstanding, which does not include approximately 43% of the outstanding shares that are owned by members of the Fisher family.
The Compensation and Management Development Committee made certain changes to our compensation program and practices as a result of the feedback we received from our stockholders. These changes are described in "vote.Executive Compensation and Related Information—Compensation Discussion and Analysis—Executive Summary—Listening to our Shareholders".

Shareholders are encouraged to read the “Compensation Discussion and Analysis” section of this Proxy Statement, the accompanying compensation tables, and the related narrative disclosures, which more thoroughly discuss how our compensation policies and procedures implement our compensation philosophy. It is expected that the next advisory vote on the compensation of our named executive officers will occur at the 20212023 Annual MeetingMeeting..

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THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE, ON AN ADVISORY BASIS, THE OVERALL COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS BY VOTING

The Board of Directors Recommends a Vote “FOR” THIS RESOLUTION.

the Approval, on an Advisory Basis, of the Overall Compensation of the Company’s Named Executive Officers.


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32

Compensation Discussion and Analysis

EXECUTIVE COMPENSATION

AND RELATED INFORMATION

Compensation Discussion and Analysis

This Compensation Discussion &and Analysis explains the key elements of our executive compensation program and compensation decisions for our named executive officers, (“Executives”).who we refer to in this section as our Executives. The Compensation and Management Development Committee of our Board of Directors, (the “Committee”)which we refer to in this section as the Compensation Committee or the Committee, oversees these programs and determines compensation for our Executives.

INTRODUCTION

Introduction

In this Compensation Discussion and Analysis, we discuss the following:

Executive Summary

page 24

Page 32

Compensation Objectives

page 29

Page 40

Elements of Compensation

page 29

Page 40

Other Compensation Actionspage 36

Compensation Analysis Framework

page 38

Page 50

EXECUTIVE SUMMARY
2019 Leadership Changes and

Executive Summary

2021 Key Events

In February 2019, we announced a plan to separate the Company into two independently publicly-traded companies.

Also in February 2019, we announced a plan to restructure our fleet of specialty stores and revitalize the Gap brand, including closing about 230 specialty stores during fiscal 2019 and fiscal 2020.
In March 2019, we acquired select assets of Gymboree Group, Inc. related to Janie and Jack, a premium children's clothing brand, through a bankruptcy auction, and welcomed Janie and Jack into our portfolio of brands.
In November 2019, our CEO, Mr. Peck, was terminated and Robert J. Fisher, the Company's then chairman of the board of directors, began serving as the Company's President and CEO on an interim basis. Mr. Fisher did not receive any additional compensation for services provided as our Interim President and CEO. Our Chief Financial Officer, our Global General Counsel and our President and CEO, Banana Republic, each took on additional responsibilities, resulting in a streamlined leadership structure.
In JanuaryOctober 2020, we canceled our plan to separate into two independently publicly-traded companies, and Neil Fiske, President and CEO, Gap brand departed the Company.
In March 2020, Sonia Syngal, the President and CEO of Old Navy, became the Company’s Presidentmanagement team articulated a series of goals and CEOstrategies, which we named Power Plan 2023, intended to drive focus and Katrina O’Connell becameefficiency within operations and expand our long-term profitability prospects. The focus for fiscal 2021 was to emerge from the Company’s CFO. Mr. Fisher continues his role aspandemic downturn of 2020 with a director ofreturn to profitable growth. Specifically, our Power Plan strategy includes the Company and Teri List-Stoll, the Company's CFO until March 2020, will be departing the Company after a transition period.
following three pillars:

In 2020, we are facing a period of uncertainty regarding the potential impact of coronavirus disease (COVID-19) on both our projected customer demand and supply chain. At this time, many

Power of our Company-ownedBrands – Grow our four purpose-driven, billion-dollar lifestyle brands.

Power of our Portfolio – Extend our customer reach across every age, body and franchise stores globally have been temporarily closed or are operating with reduced store hours dueoccasion through our collective power.

Power of our Platform – Leverage our omni capabilities and scaled operations and extend our engineered approach to COVID-19 mitigation efforts. We expect material impacts from the evolving COVID-19 pandemic, including further spread in other regions, meaningful deterioration from current trends,cost and potential disruption from any supply chain impacts.growth.


During this challenging economic environment

In fiscal 2021, we are focused on strengtheningachieved significant progress under each of our financial liquidity and flexibility, while leveraging the extensive experience of the leadership team to manage through the disruption brought on by COVID-19 and continuing to build towards the future. These actions align with our longer-term strategic objectives to support the growth ofPower Plan pillars. Old Navy and Athleta both launched inclusive sizing, bringing Gap Inc.’s mission to be “Inclusive, by strengtheningDesign” to life and tapping into an underserved portion of the women’s apparel market. Athleta started its international expansion, launching in Canada and opening its first partner-operated freestanding store outside of North America. Gap brand continued to regain cultural relevance demonstrated by strong two-year comparable sales in its core North America market. Banana Republic launched its transition away from a workwear positioning to a versatile all-occasion brand focused on creativity and quality.

Additionally, the Company continued to execute on its plan to rationalize the portfolio through divestitures, partnerships and strategic closures, which we expect will enable future growth for a smaller, healthier store fleet. We have now completed over 70% of our omni350-store closure plan for the Gap and data capabilities,Banana Republic North America fleet. Additionally, we divested two smaller brands as we focused on growing each of our four purpose-driven, billion-dollar lifestyle brands. We also pursued our strategy to Partner to Amplify that involves driving growth through a more capital efficient model. With this in mind, we conducted a strategic review of our European business, and entered into agreements to partner our UK, Ireland, France and Italy markets, which we believe will drive continued global growth, recognition and relevance while reducing overhead and operating expenses within international markets.

Additionally, we employed our Partner to Amplify strategy to reach new addressable markets. We made significant progress in growing our licensing business, launching a strategic partnership with Walmart to introduce Gap Home, and are currently expanding the universe of licensed categories to include eyewear, baby gear and accessories.

 2022 Proxy Statement

Table of Contents

Compensation Discussion and Analysis

33

We launched our integrated loyalty program, that we believe will be a key driver in building enduring customer relationships and driving sustained sales growth. We know that our loyalists shop more often and have a significantly higher lifetime value than non-loyalty members. We believe that our new, tiered program will help capture this value while providing valuable benefits to our customers and improving the effectiveness of our marketing and promotional messaging and customer retention.

We also made investments into demand generation technology, that we believe will drive growth and optimize our operations. We acquired artificial intelligence and machine learning company Context-Based 4 Casting Ltd. The acquisition directly supports our Power Plan strategy and we expect that it will help transform our retail operations and improve our customer experience through predictive analytics and demand sensing.

2021 Business Performance

In fiscal 2021, many of our customers began returning to work and school and participating again in social activities. We experienced improvements in store traffic compared to 2020 levels and continued to see growth compared to prior years in the online channel. The impact of reduced store closures compared to 2020 as well as improving profitabilitystimulus payments and elevated customer demand contributed to strong year-over-year sales growth and earnings during each of the first two quarters of the year. During the second half of the year, demand remained high but sales were impacted as inventory was constrained, driven primarily by optimizingsupply chain delays and COVID-related factory closures, in particular in Vietnam.

Despite the macroeconomic challenges we experienced during the second half of the year, in fiscal 2021 we delivered total net sales of $16.7 billion, the highest in the Company’s history. Below are certain highlights of our inventory managementbrands’ fiscal 2021 performance.

Old Navy. Old Navy delivered strong positive sales growth, ending the year with net sales up 21% compared to 2020 and operating efficiency.up 14% compared to 2019.

Business Performance &

Athleta. Athleta continued to grow its market share and increased customer awareness by over five points compared to 2020 through strong product offerings and partnerships with world-class talent.

Gap. Gap made significant progress in its transformation efforts, closing 36 stores net of openings in North America, partnering the European business, and achieving three quarters of positive double-digit comparable sales on a two-year basis in its North America business. The brand also launched partnerships including Gap Home with Walmart and Yeezy Gap.

Banana Republic. Banana Republic relaunched the brand in September 2021 with a focus on affordable luxury and an elevated customer experience and achieved lower discount rates in the third and fourth quarters.

2021 Executive Pay Highlights

In fiscal 2021, we continued to align pay delivery with performance and achievement of our strategic objectives, including our Power Plan strategy. Certain highlights of our fiscal 2021 compensation program are discussed below.

•

Annual Cash Incentive Bonus. The Committee selected earnings before interest and taxes (“EBIT”) and net sales goals to drive our Executives’ focus on operating and top-line results, respectively, and Executives’ bonuses were based on an individualized weighted brand average or division performance to drive brand focus and success. The Committee established goals that it believed were rigorous yet realistic and directly furthered our Power Plan strategy. Performance against these goals in fiscal 2021 was above the target levels established by the Compensation Committee for all of our Executives and, as a result, bonus payouts for fiscal 2021 were above target levels (ranging from 123% to 137% of our Executives’ annual target amounts). We believe these 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”.

During 2019,

Long-Term Incentives. Each Executive was granted a mix of stock options, time-based restricted stock units and performance-based restricted stock units. The Compensation Committee selected this mix to align incentive opportunities with an appropriate balance of performance-related risk. Measured by target grant value, 64% and 60% of long-term incentives for our CEO and other Executives, respectively, are granted in the form of performance-based restricted stock units that require the achievement of performance goals. In addition, inclusive of stock options, 82% and 80% of long-term incentives for our CEO and other Executives, respectively, require the achievement of performance goals or share price appreciation, to promote sustained improvement in financial performance was below expectations. Net sales declined 1%, as growth fromand long-term value creation for shareholders.

PRSU Program and Outstanding LGP Grants. Performance-based restricted stock units comprise the additionlargest single element of Janieour Executives’ compensation by target grant value and, Jack, 2% net sales growth at Old Navy Global, and 11% net sales growth at Athleta were offset by declines in Gap Global, largely due to specialty fleet restructuring actions. Operating income also declined, largely driven by gross margin declines at Old Navy and due to separation-related costs, flagship impairment charges, and specialty fleet restructuring costs, partially offset by a gainsince 2020, are earned under the PRSU program based on the saleattainment of a building.

While we executed against significant strategic and operational initiatives in 2019, giventhree-year EBIT goal measured at the timing of these initiatives,Gap Inc. level, with the impactaward modified based on our 2019 financial performance was limited. In 2019, financial performance did not meet our expectations andrelative total shareholder return, which measures our stock price declined significantly. These results hadperformance against the S&P Retail Select Index during the same three-year period. Accordingly, total shareholder return is a directmetric that will impact onour Executives’ realized compensation starting in fiscal 2023 (when awards under the compensation of our Executives in 2019: there were no bonus payoutsPRSU program for any of our Executives; our LGP awards with a 2017-2019the 2020-2022 performance period paid out at a reduced level; and the maximum shares that can be earned under our 2019 LGP awards cannot exceed 67%are determined). The Compensation Committee selected these goals to focus

www.gapinc.com

Table of target, even if target achievement is met in future periods (a detailed description of this performance-based equity is further described in “Elements of Compensation—Long-Term Incentives”). In addition, our CEO, Mr. Peck, was terminated without cause in November 2019, which resulted in the cancellation of all shares under his June 2018 grant. We conducted significant extensive shareholder outreach following the disappointing results of last year’s Say-on-Pay vote and made adjustments to our 2020 executive compensation as a result of feedback we received from shareholders, which is further described below in “Listening to our Shareholders”.Contents

34

Compensation Discussion and Analysis

NAMED EXECUTIVE OFFICERS AND ROLES IN FISCAL 2019

employees on the Power of the Portfolio and operating margin goals included in our Power Plan strategy, and believes they provide a meaningful incentive for our leadership team that aligns long-term incentive awards with shareholder returns. Prior to fiscal 2020, Ms. Syngal and Mr. Breitbard were eligible to participate in our Long-Term Growth Plan, and each earned their fiscal 2019 awards (for the 2019-2021 performance period) at 75% of their target shares based on the attainment of separate individualized annual EBIT goals, with the award modified based on the attainment of a three-year cumulative Company EBIT goal. Long-term incentives are discussed in more detail below under “Elements of Compensation—Long-Term Incentives.”

Named Executive Officers and Roles in Fiscal 2021

neo-bobfisher.jpg

neo-teriliststoll.jpg

neo-markbreitbard.jpg

neo-juliegruber.jpg

neo-soniasyngal.jpg

Robert Fisher,
Interim President &

Sonia Syngal

Chief Executive Officer,

Gap Inc.

Teri List-Stoll,

Katrina O’Connell

Executive Vice President & Chief Financial Officer, Gap Inc.

Mark Breitbard,

President & Chief Executive Officer, Banana Republic

Gap Brand

Julie Gruber,
Executive Vice President,
Global General Counsel &
Chief Compliance Officer,
Gap Inc.
Sonia Syngal,

Nancy Green

President & Chief Executive Officer,
Old Navy

Mary Beth Laughton

President & Chief Executive Officer, Athleta


LISTENING TO OUR SHAREHOLDERS

Listening to Our Shareholders

The Compensation Committee is comprised solely of experienced independent directors and has established effective means for communicating with shareholders.directors. The Committee is very interested inactively considers the ideas and concerns of our shareholders regarding executive compensation and considers the results of the advisory vote on executive compensation, commonly referred to as a Say-on-Pay vote, when assessing our compensation practices. Ourpractices and policies.

A Say-on-Pay vote was presented to our shareholders also have the opportunityat our 2021 Annual Meeting and approved by 88% of shareholders present and entitled to cast a non-bindingvote thereon, consistent with favorable advisory votevotes by our shareholders on executive compensation at our Annual Meeting ("Say-on-Pay vote").in 2020 and prior to 2019. In addition, on an annual basis, we conduct outreach toengage directly with some of our largest shareholders as another means to hear about ideasgather their input and concerns, fromand management informs the Compensation Committee of any compensation-related feedback they receive. Prior to our shareholders.


At our 2019 Annual Meeting, our Say-on-Pay vote was approved by 57% of shareholder votes. This was a departure from prior years, which ranged from 97% to over 99%. Given the lower Say-on-Pay vote at our 20192021 Annual Meeting, we broadenedinvited our shareholder outreach in anticipationtop 30 shareholders (not including members of our 2020 Annual Meeting and conducted outreach to shareholdersthe Fisher family), representing approximately 45% of our total shares outstanding which does not include the 43%ownership at that time, to engage in discussion with us on a variety of the outstanding shares owned by members of the Fisher family. In addition, we will be conducting further shareholder outreach following the 2020 Annual Meeting. ESG-related matters including our Executives’ compensation.

Based on our shareholder outreach conducted during the 2019 and 2020 proxy seasons,discussions, we believe that this lower support was in large part dueour shareholders viewed our changes to a one-time grant ofalign performance-based restricted stock units made to our former CEO in June 2018. The Board approved this grant in light of significant organizational and strategic changes we were making under his leadership, and to create further alignment with shareholder interests. In November 2019, Mr. Peck was terminated without cause and all 345,303 shares under his June 2018 grant were canceled.

In response to concerns expressed by our shareholders in connection with our long-term incentive program, Management and the Committee spent time during fiscal 2019 to consider modifications to the program, including the performance metrics used.economic objectives outlined in our Power Plan strategy as positive. As a result, we aligned on certain changesthe Compensation Committee retained its general approach to ourexecutive compensation program and practices,continued to apply the same pay-for-performance principles and philosophy as summarized in the following table. We believe these changes will further tie executive pay to company performance. prior fiscal years.

As in prior years, we continuedcontinue to set rigorous incentive compensation goals and align pay delivery with performance.performance and achievement of our strategic objectives, including with our Power Plan strategy. We also continue to put executive compensation to an annual advisory shareholder vote annually.vote.

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CEO Compensation Summary

The structure of our CEO’s compensation package is similar to other Executives’ compensation packages and is intended to reward sustained improvement of the Company’s financial performance in line with our strategic objectives and pay-for-performance philosophy. Payout of 2021 annual bonus was based on the achievement of EBIT and net sales goals across our brands, and the performance target for the 2021 grant of performance-based restricted stock units was set based on achievement of a three-year Gap Inc. EBIT goal. After determining the payout of her performance-based restricted stock units based on the three-year EBIT results, the payout for such awards will then be subject to a modifier based on the Company’s three-year relative total shareholder return against companies in the S&P Retail Select Index. The Compensation Committee selected these goals to align our CEO’s performance objectives with our Power Plan strategy and shareholder returns while promoting alignment of interests across the executive team. The Committee considered the factors outlined under “Compensation Analysis Framework” below to determine the structure and value of the package. Our CEO receives essentially the same benefits and limited perquisites provided to our other Executives, except that she is provided limited personal use of a Company airplane to provide an efficient and safer way for her to manage travel and time commitments. The Committee also received advice from its independent compensation consultant on our CEO’s compensation structure, as described more fully below.

Our CEO’s 2021 compensation package is described more fully below:

Our CEO’s base salary was not increased and remained at $1,300,000.

Our CEO’s annual cash incentive bonus target remained unchanged at 175% of her base salary. Bonus for fiscal 2021 was based on the weighted average of EBIT and net sales attainments across our brands – 50% on EBIT and 50% on net sales for each brand, in each case, subject to certain adjustments. For fiscal 2021, annual bonus was earned at 123% of her annual target amount, resulting in a bonus payout to our CEO of $2,793,796, based on performance that exceeded the targets set by the Committee at the beginning of the year.

•

In March 2021, we granted our CEO long-term incentives with a target grant value of $10,000,000, which was based on the 20-trading day simple average of our closing stock price between February 12, 2021 and March 12, 2021. Measured by target grant value, 64% of her long-term incentives were granted as performance-based restricted stock units, 18% were granted as stock options and 18% were granted as time-based restricted stock units. Our CEO’s long-term incentives were weighted heavily by the Compensation Committee in favor of performance-based awards to align with our philosophy of pay-for-performance and incentivize achievement of the Company’s strategic objectives.


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Compensation Discussion and Analysis

Fiscal 2021 Compensation Mix

CEO COMPENSATION

This chart reflects reported pay derived from the “2021 Summary Compensation Table” for Ms. Syngal.

AVERAGE OTHER EXECUTIVE COMPENSATION

This chart reflects the average reported pay derived from the “2021 Summary Compensation Table” for Executives other than Ms. Syngal. Does not include the earned portion of the sign-on bonus that Ms. Laughton received in 2019, which is disclosed in the “2021 Summary Compensation Table.”

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Key Elements of Compensation

The table below summarizes the key elements of our Executives’ compensation, which are further described below under “Elements of Compensation.”

What We Heard

Component

Changes Made in Response

Description and Purpose


One-Time Time-Based Restricted Stock Unit Grant

Base Salary

Comprises the smallest component of our Executives’ compensation and is set at levels to attract and retain top talent. See Ø “ConcernsElements of Compensation—Base Salary” below.

Annual Cash Incentive Bonus

The annual cash incentive bonus is intended to incent the achievement and success of financial performance in our brands and align our Executives’ performance with our strategic objectives. In 2021, each Executive’s payout under the one-time time-basedannual cash incentive bonus was weighted 50% based on the achievement of an individualized EBIT target and 50% based on the achievement of an individualized net sales target, which were used to measure a weighted brand average or division 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 heavily weighted towards performance-based awards to align incentive opportunities with performance-related risk. See “Elements of Compensation—Long-Term Incentives” below.

•  Performance-based restricted stock units granted to Mr. Peck. In June 2018, ascomprised 64% of the Company was in a critical phase within its transformation, the Committee, in consultation with the Board of Directors, determined it was crucial to retain Mr. Peck as well as increase his ownership stake in the Company to create further alignment with shareholder interests. In light of this, we granted restricted stock units to Mr. Peck covering 345,303 shares. The stock units would have cliff vested 100% after 3 years and he must have held the net shares issued upon vesting for an additional year.





ü




For fiscal 2020, the Company has made long-term incentive design changes, moving to a value-based approach with a set equity mix, ensuring that a majority of long-term incentives granted totarget grant value for Ms. Syngal and 60% for all other Executives willin 2021 and can be performance-based. We also note that all of Mr. Peck’s 345,303 shares under his June 2018 grant were forfeited in connection with his termination.
Performance Metrics

Ø Concerns that the performance stock and bonus plan are both predicated on annually set earnings goals.


ü



The current Long-Term Growth program (LGP) isearned based on two performance metrics: (i) average attainment of separate annual earnings goals that are established each year over three years, measured at the division level for those with division responsibilities and the corporate level for those with Company- wide responsibilities, and (ii) attainmentachievement of a three-year cumulative Company earningsEBIT goal set atover a three-year period, which is modified based on relative total shareholder return, measured against the beginning ofS&P Retail Select Index, over the same three-year period. For fiscal 2020, performanceThese goals were selectedto focus Executives on the Power of the Portfolio and operating margin goals included in our Power Plan strategy, and to align the awards with shareholder returns.

•  Stock options comprised 18% of the long-term incentive target grant value for Ms. Syngal and 20% for all other Executives in 2021. Stock options further align Executives with shareholder interests, as their value is only realized if our share price appreciates, and drive talent retention through a four-year service period.

•  Time-based restricted stock awardsunits comprised 18% of the long-term incentive target grant value for Ms. Syngal and 20% for all other Executives in 2021. Time-based restricted stock units drive talent retention through a four-year vesting period and shareholder alignment, as their value is tied to Executives are expected to be based on: (i) attainment of a multi-year cumulative earnings goal, measured at the company level, and (ii) a multi-year relative total shareholder return modifier. Accordingly, the stock awards will no longer be based on annual earnings goals.

our share price.


www.gapinc.com

CEO COMPENSATION SUMMARY
In November 2019, Mr. Peck was terminated from the position

Table of President & CEO. As a result of Mr. Peck’s termination, the restricted stock units granted to him in 2018 covering 345,303 shares were canceled. In addition, his fiscal 2017-2019, fiscal 2018-2020 and fiscal 2019-2021 LGP shares were canceled and his fiscal 2019 bonus was not earned. Mr. Peck received separation benefits based on his termination without cause, as required under his Post-Termination Benefits Agreement, which is further described in "Contents

38

Compensation Discussion and Analysis

2019 Potential Payments Upon Termination".
Robert Fisher, our then Chairman, assumed the additional role of Interim President & CEO of the Company while we conducted a search for a successor to Mr. Peck. Mr. Fisher continued to receive his regular director compensation as Chairman and a non-employee member of our Board of Directors, but he did not receive compensation for his additional responsibilities as Interim President & CEO.
FISCAL 2019 FORMER CEO COMPENSATION
15%84% 1%
SalaryLong-Term IncentivesAll Other Compensation 
   
This chart reflects Reported Pay derived from the 2019 Summary

Compensation Table for Mr. Peck, our former CEO.

CEO PAY—TOTAL REPORTED & REALIZED PAY
The chart below shows the actual compensation received by our former CEO from 2017 to 2019, and demonstrates that his realized pay was significantly lower than his reported pay for all years during this period because his compensation was at risk.
chart-6f867e8799a8bcbf599a16.jpg
Reported Pay is the compensation described in the 2019 Summary Compensation Table, as well as the Summary Compensation Tables contained in our 2017 and 2018 proxy statements. Realized Pay is compensation actually received by the CEO, including salary, net spread on stock option exercises, vested full value awards, and all other compensation amounts realized during the period. For comparison purposes, Realized Pay includes annual incentive payouts for the year earned as in Reported Pay. Realized Pay excludes the value of unearned and unvested performance shares, including outstanding LGP awards, which will not actually be received, if earned, until a future date.

COMPENSATION GOVERNANCE
Governance

Overall, we believe that our fiscal 20192021 executive compensation program met each of our compensation objectives described below and continues to demonstrate our strong commitment to pay for performance.pay-for-performance. The tabletables below highlightshighlight our key compensation practices – both the practices we believe support strong compensation governance principles and the practices we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

What We Do

Pay-for-Performance

✓

What we do

What we don’t do

ü
Pay for Performance

We tie pay to performance. Our ongoingexecutive compensation programs areprogram is heavily weighted towardtowards performance with limited perquisites.

Total Shareholder Return

✓

û

Our Executives’ performance-based restricted stock units are earned in part based on relative total shareholder return to align Executives to shareholders.

Regular Compensation Review

✓

We annually review Executive compensation against peer group data as part of determining whether compensation opportunities remain appropriate.

Recoupment/Clawback Policy

✓

Our incentive compensation recoupment/clawback policy covers Executive misconduct or gross negligence resulting in a financial restatement or 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

✓

We have conducted an annual advisory vote on our executive compensation every year since 2011 and consider the results 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.

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What We Don’t Do

No Long-Term Employment Agreements with Long-Term Guarantees

ꭗ

We do not have employment contracts of defined length with our Executives or multi-year guarantees for base salary increases, bonuses or equity compensation.


ü
Tally Sheets
We review tally sheets, which are intended to summarize key elements of total compensation and potential wealth accumulation, for our Executives prior to making annual compensation decisions.
û

No Golden Parachute Tax Gross-Ups

ꭗ

None of our Executives are entitled to tax gross-up payments other than for relocation- and international assignment-related payments or servicesgross-ups on “parachute payments” that are business-related and also generally available to other employees.


would be provided upon a change in control.

ü
Recoupment Policy
We have an incentive compensation recoupment (“clawback”) policy covering our Executives.
û

No Repricing or Cash-outCash-Out of Underwater Stock Options

ꭗ

We have not repriced or cashed-out underwater stock options nor areand we able tocould not do so without shareholder approval.


ü
Culture of Ownership
We have executive stock ownership requirements that we review on a regular basis and revise as needed.

û

No SERPSupplemental Executive Retirement Plan or Executive Pension Plan

ꭗ

We do not provide Executives with a supplemental retirement plan or a pension plan.

No Single-Trigger Change in Control Arrangements

ꭗ

We do not have a supplemental executive retirement plan (“SERP”) or executive pension plan.arrangements that provide for single-trigger change in control benefits.

ü

No Material Compensation Risk

ꭗ

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

ꭗ

We do not pay or accrue dividends on Executives’ unearned or unvested equity awards.

No Hedging

ꭗ

We prohibit ExecutivesCompany employees at the level of Vice President and above, as well as other insiders, from engaging in any hedging or publicly-tradedpublicly traded derivative transactions in Company stock.

û
No Change in Control Severance Arrangements or Single Trigger
We do not have severance arrangements specific to a change in control or that provide for single trigger vesting.

ü

No Pledging

ꭗ

We prohibit Executives from pledging Company stock as collateral for a loan or for any other purpose.

û
No Material Compensation Risk
We do not have incentive compensation arrangements for Executives that create potential material risk for the Company, based on a risk assessment conducted by the Company.

ü

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Independent Compensation Consultant
The Committee uses an independent compensation consulting firm, Frederic W. Cook & Co., Inc. The firm does not provide any other services to the Company.

û

No Dividends on Unearned PerformanceAwards We do not pay dividends on unearned performance awards.

ü

40

Maximum Award Amounts
The Committee establishes caps on incentive payouts with an appropriate balance between long-term

Compensation Discussion and short-term objectives.


Analysis


COMPENSATION OBJECTIVES

Compensation Objectives

Our fiscal 20192021 compensation program is intendeddesigned to align Executives’ total compensation for executives with the shortshort- and long-term financial performance of the Company, our shareholders’ interests and our strategic objectives, while enabling us to attract and retain executivetop talent. Specifically, the program is designed to:

Drive a performance-oriented culture;

Support our business by motivating and rewarding achievement of short and long-term financial and strategic objectives, as well as individual contributions;

•

Attract and retain top talent;

Support a performance-oriented culture;
•
Support our business strategy by motivating and rewarding achievement of short and long-term objectives, as well as individual contributions;
•
Attract and retain executive talent;
•
Link executive rewards to shareholder returns; and
•
Promote a culture of executive stock ownership.

Link Executives’ rewards to shareholder returns and value creation; and

Promote a culture of executive stock ownership, aligning our Executives with our shareholders.

Our compensation program rewards executivesExecutives for the achievement of corporateCompany-wide and divisional financial and non-financialstrategic objectives, for their individual contributions to these results, and for optimizing long-term returns to shareholders. The majority of each executive’sExecutive’s total compensation opportunity requires achievement of performance goals or share price appreciation and is weighted toward incentive compensation tied to these objectives. In particular, the financial performance of the Company andmulti-year EBIT goal for Executives’ performance-based restricted stock units that were granted in 2021 is aligned to achieving the long-term return tooperating margin goals included in our shareholders.Power Plan strategy. When we do not achieve targeted performance levels and/or our stock price does not appreciate, the total compensation that can be realized by our executivesExecutives 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 and/or our stock price appreciates, the compensation that can be realized by our executives is substantially increased.Executives may exceed target compensation levels subject to maximum payout caps established by the Committee. We believe that this is the most effective means of aligning executive pay with our financial and strategic goals and shareholders’ interests.

ELEMENTS OF COMPENSATION

Elements of Compensation

The main elements of our fiscal 20192021 executive compensation program are:

were:

Base salary;

Annual cash incentive bonus;

Long-term incentives; and

Benefits and limited perquisites.

We have choseninclude 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 is based on the judgment of the Committee regarding the importance of each compensation objective in supporting our business and talent strategies, as well as the structure of these elements forand benchmarks them against similar executives at other companies.companies in our peer group. Base salary, benefits and perquisites representrepresented less than half8% of each Executive’s potential compensation at target performance levels to emphasizefor Ms. Syngal and less than 17% of potential compensation at target levels for each other Executive in 2021, which demonstrates the importance ofemphasis we place on compensation that is performance-based compensation.


BASE SALARY
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“Compensation Analysis Framework”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.

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The table below summarizes base salaries during fiscal 2019,2021, and any changes that occurred during the year.

Name

 

Base Salary

on 1/31/2021

 

 

Base Salary

on 1/29/2022

 

 

Comments

Sonia Syngal

 

$

1,300,000

 

 

$

1,300,000

 

 

No change in 2021.

Katrina O’Connell

 

$

750,000

 

 

$

825,000

 

 

Salary was increased in 2021 to improve competitiveness and to position Ms. O’Connell appropriately relative to internal and external benchmarks.

Mark Breitbard

 

$

1,100,000

 

 

$

1,100,000

 

 

No change in 2021.

Nancy Green

 

$

1,100,000

 

 

$

1,100,000

 

 

No change in 2021.

Mary Beth Laughton

 

$

810,000

 

 

$

900,000

 

 

Salary was increased in 2021 to improve competitiveness and to position Ms. Laughton appropriately relative to internal and external benchmarks.

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Compensation Discussion and Analysis

NameBase Salary
on 2/2/2019
 Base Salary
on 2/1/2020
Comments
Robert FisherN/A
 $—
Following Mr. Peck’s termination, Mr. Fisher stepped in to serve as Interim President & CEO, but did not receive compensation for this interim role. Mr. Fisher’s compensation as Chairman of the Board is further described in "Proposal No. 1 — Election of Directors—Compensation of Directors".
Teri List-Stoll$925,000
 $925,000
Following Mr. Peck’s termination Ms. List-Stoll continued to lead Finance, IT and Real Estate and assumed interim leadership for the Separation Project Management Office and Global Supply Chain, while we conducted a search for the successor of Mr. Peck. During the duration of this interim assignment, given her broadened scope of responsibility, Ms. List-Stoll received a salary supplement of $20,000 per month starting in November 2019, which is paid quarterly starting February 2020 and is further described below in "Other Compensation Actions".
Mark Breitbard$950,000
 $950,000
Following Mr. Peck’s termination, Mr. Breitbard assumed interim leadership for all brands, excluding Old Navy, and the customer teams, while we conducted a search for the successor to Mr. Peck. During the duration of this interim assignment, given his broadened scope of responsibility, Mr. Breitbard received a salary supplement of $25,000 per month starting in November 2019, which is paid quarterly starting February 2020 and is further described below in "Other Compensation Actions".
Julie Gruber$680,000
 $700,000
Salary was increased in November 2019 in light of expanded responsibilities and to improve competitiveness. Following Mr. Peck’s termination, Ms. Gruber continued to lead Legal, Compliance, Government Affairs and Corporate Administration and assumed interim leadership for Human Resources, Communications, Loss Prevention, Foundation and Sustainability, while we conducted a search for the successor of Mr. Peck. During the duration of this interim assignment, given her broadened scope of responsibility, Ms. Gruber received a salary supplement of $20,000 per month starting in November 2019, which is paid quarterly starting February 2020 and is further described below in "Other Compensation Actions".
Sonia Syngal$1,100,000
 $1,100,000

Former Executives   
Art Peck$1,550,000
 N/A
Mr. Peck was terminated in November 2019 and did not receive a pay increase during fiscal 2019.
Neil Fiske$950,000
 N/A
Mr. Fiske was terminated in January 2020 and did not receive a pay increase during fiscal 2019.

ANNUAL CASH INCENTIVE BONUS

Annual Cash Incentive Bonus

Fiscal 20192021 Annual Bonus

For fiscal 2019, consistent with

Our annual bonus program is intended to directly support our philosophylonger-term strategic objectives and the Power of aligning Executive pay to performance, no annual bonuses were paid for all Executives.

our Brands pillar of our Power Plan strategy by focusing on driving sales and market share through revenue growth, while also delivering profitability and improving operating efficiency. In setting the fiscal 20192021 annual bonus structure, the Compensation Committee considered our business and talent priorities, as well as the factors described below under “Compensation“Compensation Analysis Framework”Framework.” We determined that there was a need to incent the achievement of objectives relatedour financial commitments to exceed pre-COVID performance levels and make progress against our performance culture and corporatestrategic objectives in additionorder to our financial objectives, to successfully position the Companyus for long-term success. To support this goal,these goals, the Committee approved thean annual cash incentive structure which emphasizesbased solely on financial resultsperformance for the fiscal year and comprised 70%year. The Committee weighted 50% of the total opportunity on EBIT, given the importance of accountability for operating efficiency and accomplishments related to our performance cultureresults, and corporate objectives, which comprised 30% of the total opportunity. The table below describes the target annual bonus and potential payout range for each Executive.
Mr. Fisher did not participate in the bonus program and has been excluded from the table below.
The annual incentive bonusremaining 50% was based on two components:
1.
Financial Performance Component. 70% of the total opportunity was based on the financial performance of the Company or a division of the Company; of this, 100% was based on earnings, given the importance of accountability for operating results, except for the Old Navy division, for which 75% was based on earnings and 25% on net sales to drive top-line focus.
2.
Performance Culture/Corporate Objectives Component. 30% of the total opportunity was based on demonstration of performance behaviors and achievement of corporate objectives. Gap Inc. earnings threshold must be met in order for this component to fund.
NameTarget Percentage of
Base Salary
Potential Payout Range as a
Percentage of Target
Teri List-Stoll100%0 – 200%
Mark Breitbard125%0 – 200%
Julie Gruber80%0 – 200%
Sonia Syngal125%0 – 200%
Former Executives

Art Peck175%0 – 200%
Neil Fiske125%0 – 200%
Bonus payments are generally made under the Executive Management Incentive Compensation Award Plan, which has been approved by our shareholders. For fiscal 2019, the Committee set a minimum performance goal that needed to be achieved before payment of any bonus. Satisfaction of this goal established the maximum bonus that could be paiddrive top-line focus and to each Executive (equal to the maximum set forth in the table above), subject to downward adjustment by the Committee based on achievement of the financial and performance culture/corporate objective goals and other factors determined by the Committee in its sole discretion. For fiscal 2019, this goal was positive net income, as adjusted for changes in accounting principles, acquisitions and dispositions, employee termination benefits, termination of real estate leases, legal claims, and certain business interruptions, as applicable.promote continued market share growth. The Committee determined thatbelieves this minimum performance goal for fiscal 2019 had been achieved. The Committee then used negative discretion to determine the actual payout to each Executive based on performance against the financial goals as described below, as well as a qualitative assessment of individualweighting provides an appropriate balance between cost management and top line performance.
Financial Performance Component
The Committee approved threshold, target

EBIT and maximum performance funding goals at the beginning of the performance period for the financial performance component. Payouts would be made under the financial performance component only if threshold goals are achieved.

Bonuses for fiscal 2019 financial performance were based solely on earnings before interest and taxes (“earnings”) for each Executive, except Ms. Syngal. For Ms. Syngal earnings were weighted 75%, and net sales were weighted 25%. Earnings and/or net sales were used to measure Companya weighted brand average or division performance, depending on the Executive's scope of responsibility,, in both cases subject to potential adjustment for certain pre-established items that are unusual in nature or infrequently occur. An earnings measureTo incent the focus on and the success of our brands, financial performance for Ms. Syngal and Ms. O’Connell was eitherbased on the sole measure orfollowing weighted average of the brand attainments: 50% Old Navy, 25% Athleta, and 10% Gap, 10% Banana Republic and 5% Asia Retail, which includes brand retail financials in the Asia region (collectively referred to in the table below as the Weighted Brand Average). Financial performance for Mr. Breitbard, Ms. Green and Ms. Laughton was based on the organizations they lead: 80% Gap Brand / 20% Asia Retail, 100% Old Navy and 100% Athleta, respectively.

The table below describes the target annual bonus and potential payout range for each Executive.

Name

Brand

Performance

Target

Percentage of

Base Salary

Potential Payout

Range as a

Percentage of

Target

Sonia Syngal

Weighted Brand Average

175

%

0 – 200%

Katrina O’Connell

Weighted Brand Average

100

%

0 – 200%

Mark Breitbard

80% Gap Brand/

20% Asia Retail

150

%

0 – 200%

Nancy Green

100% Old Navy

150

%

0 – 200%

Mary Beth Laughton

100% Athleta

100/150

%

(1)

0 – 200%


(1)

Ms. Laughton’s target annual cash incentive bonus opportunity was increased in 2021 to improve competitiveness and to position her appropriately relative to internal and external benchmarks.

more heavily because

Bonus payments are made under the Executive Management Incentive Compensation Award Plan. Pursuant to the plan, which was designed to comply with an exemption under Section 162(m) of the Internal Revenue Code to maximize the deductibility of compensation paid to certain executive officers, which has since been eliminated, the Committee believedsets a minimum performance goal that earnings should continueneeds to be achieved before determination and payment of any bonus. Satisfaction of the minimum goal results in the maximum bonus that could be paid to each Executive being established, and the Committee then determines actual payouts to each Executive based on performance against pre-established financial goals and individual performance. The minimum goal the Committee established in 2021 was positive net income. The Committee determined that the minimum goal was achieved in 2021, and after applying the adjustments described below under “Financial Performance” certified actual payouts to each Executive based on performance against pre-established threshold, target and maximum financial goals, as well as a primary focusqualitative assessment of Executivesindividual performance, as described below.

Financial Performance

The Compensation Committee approved threshold, target and is a good measure of actual operatingmaximum financial performance within their controlgoals for fiscal 2021 and accountability. The net sales measure for Old Navydetermined that payouts would be made only if threshold performance was intended to drive top-line focus and to promote continued market share growth, which we believe provides an appropriate balance between cost management and top line performance.

achieved.

The following table showstables show fiscal 2019 earnings goals2021 EBIT and in the case of Ms. Syngal, her net sales goals expressed as a percentage of fiscal 20182019 actual results. GoalsThe Committee selected 2019 actual results as a basis for comparison when setting the 2021 EBIT and net

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sales goals due to the unprecedented impact and disruption of COVID-19 in 2020. The Committee set these goals for fiscal 2019 were set2021 at what it considered to be realistic levels given our expected performance at the time they were established and were intended to provide a meaningful incentive for Executives to improve performance.performance in light of our expected performance at the time they were established. Also shown below are the actual weighted percentages achieved expressed as a percentage of fiscal 20182019 actual results, after adjustments to exclude all costs directly associated withitems that were not considered when the separation,goals were set, which included any restructuring costs, government-mandated full day store closures, and to normalize actuals against goals based on significant operating decisions, such as the acquisition of Janie and Jack and changes to accounting or allocation methodologies.Gap Europe franchise transition. No additional adjustments to the results were made other than the neutralization of foreign exchange rate fluctuations.

 

 

2021 EBIT Goals

as a Percentage of

Fiscal 2019 Actual EBIT

 

 

Actual Fiscal

2021

Percentage

Achieved

After

Adjustments

 

Division

 

Threshold

 

 

Target

 

 

Maximum

 

 

EBIT

 

Old Navy

 

 

82.7

%

 

 

86.8

%

 

 

94.2

%

 

 

90.2

%

Athleta

 

 

116.0

%

 

 

119.7

%

 

 

129.2

%

 

 

121.8

%

Banana Republic

 

 

3.3

%

 

 

8.6

%

 

 

15.8

%

 

 

7.6

%

Gap

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Asia Retail

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Mr. Peck, who

Percentages are not shown where the numerator or denominator was terminated frombelow zero, as the Company in November 2019, and Mr. Fiske, who was terminated from the Company in January 2020, wereearnings growth calculation does not eligible to receivereflect a payout and have been excluded from the table below. Mr. Fisher did not participate in the bonus program and did not receive a payout.meaningful result.

NameCompany /
Division		 2019 Earnings / Net Sales Goals as a
Percentage of Fiscal 2018
Actual Earnings / Net Sales		 Actual Fiscal 2019
Percentage Achieved
After Adjustments
 Threshold
 Target Maximum
 Earnings
 Net Sales
Teri List-StollGap Inc. 85.5% 101.4% 104.9% 78.4% N/A
Mark BreitbardBanana Republic 87% 102.4% 106.5% 77.8% N/A
Julie GruberGap Inc. 85.5% 101.4% 104.9% 78.4% N/A
Sonia SyngalOld Navy 84.7% / 105.3%
 99.7% / 107.3% 102.7% / 109.3%
 81.0% 102.0%
(1)
Gap Inc. and Banana Republic’s financial component is comprised of 100% earnings and Old Navy’s financial component is comprised of 75% earnings and 25% revenue.
Performance Culture/Corporate Objectives Component
A portion of the Executives' bonuses were based on progress towards company separation

Ms. Syngal’s and demonstration of performance behaviors. As with the Financial Component, the Committee approved threshold, target and maximum performance funding goals for the performance culture/corporate objectives componentMs. O’Connell’s bonus was based on Gap Inc. earnings at, which was based on the beginningfollowing weighted average of the performance period. Payouts would be made under the performance culture/business objectives component only if threshold goals are achieved. The funding would then be adjustedbrands: 50% Old Navy, 25% Athleta, 10% Gap, 10% Banana Republic and 5% Asia Retail.

Mr. Breitbard’s bonus was based on a subjective assessment of progress towards corporate objectives80% Gap brand and demonstration20% Asia Retail.  Ms. Green’s bonus was 100% based on Old Navy.  Ms. Laughton’s bonus was 100% based on Athleta.

 

 

2021 Net Sales Goals

as a Percentage of

Fiscal 2019 Actual Net Sales

 

 

Actual Fiscal

2021

Percentage

Achieved

After

Adjustments

 

 

Division

 

Threshold

 

 

Target

 

 

Maximum

 

 

Net Sales

 

Old Navy

 

 

109.8

%

 

 

113.2

%

 

 

116.6

%

 

 

113.5

%

Athleta

 

 

141.1

%

 

 

145.4

%

 

 

149.8

%

 

 

147.7

%

Banana Republic

 

 

80.0

%

 

 

82.5

%

 

 

85.0

%

 

 

82.0

%

Gap

 

 

86.3

%

 

 

89.0

%

 

 

91.6

%

 

 

89.5

%

Asia Retail

 

 

98.1

%

 

 

101.2

%

 

 

104.2

%

 

 

77.2

%

Ms. Syngal’s and Ms. O’Connell’s bonus was based on Gap Inc., which was based on the following weighted average of the company or division’s performance behaviors that lead to a high performing culture.brands: 50% Old Navy, 25% Athleta, 10% Gap, 10% Banana Republic and 5% Asia Retail.

The following table shows the 2019 threshold, target and maximum Gap Inc. earnings goals expressed as a percentage of 2018 actual results. The threshold, target and maximum goals for 2019 were set at realistic levels given our expected performance at the time itMr. Breitbard’s bonus was established and was intended to provide a meaningful incentive for Executives to improve performance. The Gap Inc. performance threshold must be met in order to fund, and the earnings threshold was not met. Also shown is the actual weighted percentage achieved expressed as a percentage of 2018 actual results after adjustments to exclude all costs directly associated with the separation, any restructuring costs and to normalize actuals against goals based on significant operating decisions such as the acquisition of Janie80% Gap brand and Jack and changes to accounting or allocation methodologies. No other adjustments to the results were made other than neutralization of foreign exchange rate fluctuations.20% Asia Retail.  Ms. Green’s bonus was 100% based on Old Navy.  Ms. Laughton’s bonus was 100% based on Athleta.

Company
2019 Earnings as a
Percentage of Fiscal 2018
Actual Earnings
Actual Fiscal 2019
Percentage Achieved
After Adjustments

Threshold

Target

Maximum

Earnings
Gap Inc.
85.5%
101.4%
104.9%
78.4%

Individual Performance Adjustment

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 him,her, and the Committee decides whether any adjustment is warranted for the CEO in a private session.session without the CEO present. 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 whether Executives demonstrated our “Words to Live By,” which are eight behaviors that reinforce our Company culture. In particular, “Champion Inclusion” and “Do the Right Thing” are aligned to our commitments on equality and belonging and environmental, social and governance.

Actual Bonuses

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Compensation Discussion and Analysis

For fiscal 2019,2021, performance against earnings and/orEBIT and net sales goals applicable to each Executive generally exceeded the targets set by the Compensation Committee at the beginning of the year other than Asia Retail, which was below target levels for all Executives. Based on performancethreshold. We observed notable progress against financialour Power Plan goals no Executive received a payout. Mr. Peck, who was terminated from the Company in November 2019, and Mr. Fiske, who was terminated from the Company in January 2020, were not eligible to receive a payout and have been excluded from the table below. Mr. Fisher did not participateas we navigated COVID-driven supply chain constraints in the bonus program and did not receive a payout.

retail industry.

The calculation of bonuses is as follows.

The following table describes the calculation that ledof bonuses to no bonuses beingbe paid into each Executive for fiscal 2019 for each eligible Executive.2021 performance.

Name

 

Base

Salary(1)

 

x

 

Target

Percentage

of Base

Salary(2)(3)

 

x

(

50%

 

x

Actual

Percentage

Achieved:

FY21 EBIT

Performance

 

+

 

50%

 

x

Actual

Percentage

Achieved:

FY21 Revenue

Performance

)

=

 

Funded

Bonus

 

+

 

Individual

Adjustment

 

=

 

Actual Bonus

Sonia

Syngal

 

$1,300,000

 

x

 

175%

 

x

(

50%

 

x

132%

 

+

 

50%

 

x

113%

)

=

 

$2,793,796

 

+

 

$0

 

=

 

$2,793,796

Katrina

O’Connell

 

$814,904

 

x

 

100%

 

x

(

50%

 

x

132%

 

+

 

50%

 

x

113%

)

=

 

$1,000,736

 

+

 

$0

 

=

 

$1,000,736

Mark

Breitbard

 

$1,100,000

 

x

 

150%

 

x

(

50%

 

x

160%

 

+

 

50%

 

x

97%

)

=

 

$2,120,705

 

+

 

$0

 

=

 

$2,120,705

Nancy

Green

 

$1,100,000

 

x

 

150%

 

x

(

50%

 

x

147%

 

+

 

50%

 

x

109%

)

=

 

$2,107,266

 

+

 

$0

 

=

 

$2,107,266

Mary Beth

Laughton

 

$855,192

 

x

 

100 / 150%

 

x

(

50%

 

x

122%

 

+

 

50%

 

x

152%

)

=

 

$1,686,067

 

+

 

$0

 

=

 

$1,686,067

Name
Base
Salary(1)

xTarget
Percentage
of Base
Salary
x(Actual
Percentage
Achieved:
Financial
Performance
Component
xWeight
+Actual
Percentage
Achieved:
Performance Culture/Business Objectives
Component
x
Weight
)=Funded
Bonus
+Individual Adjustment
=Actual
Bonus
Teri List-Stoll$925,000
x100%x(—%x70%+—%x30%)=$—
+$—
=$—
Mark Breitbard$950,000
x125%x(—%x70%+—%x30%)=$—
+$—
=$—
Julie Gruber$684,944
x80%x(—%x70%+—%x30%)=$—
+$—
=$—
Sonia Syngal$1,100,000
x125%x(—%x70%+—%x30%)=$—
+$—
=$—

(1)

Base salaries are prorated based on any changes during the fiscal year.

LONG-TERM INCENTIVES
Stock-based

(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. Laughton’s bonus target was increased in 2021 to improve competitiveness and to position her appropriately relative to internal and external benchmarks.

(4)

The weighted average attainments, as described above, are displayed for Ms. Syngal, Ms. O’Connell, and Mr. Breitbard.

Long-Term Incentives

Overview

We believe that stock-based long-term incentives align executive compensation with our Company’s financial performance and shareholder returns. Unlike some of the members of our peer group, we do not have a pension plan, and we rely on long-term incentives to provide a substantial percentage of each Executive’s potential retirement savings. Long-term incentives have typically consisted of stock options, time-based restricted stock units and/or performance shares. We have aperformance-based restricted stock units.

For fiscal 2021, the set equity mix chosen by the Committee and measured by target grant value consists of different grant types64% performance-based restricted stock units, 18% stock options and 18% time-based restricted stock units for executivesthe CEO and 60% performance-based restricted stock units, 20% stock options and 20% time-based restricted stock units for all other Executives. Shares granted were based on the 20-trading day simple average of our closing stock price between February 12, 2021 and March 12, 2021. The mix was selected by the Committee to balance performance focus and potential compensation-related risk, but at leastalign incentive opportunities with an appropriate level of performance-related risk. The mix also ensures that more than half of our regular annual long-term incentive grant value is intended to be in the form of performance sharesperformance-based restricted stock units for performance-based long-term pay delivery and shareholder value alignment. The table below summarizes each long-term incentive award.

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45

Long-Term Incentive Award

Mechanics

Objectives

Performance-Based Restricted Stock Units

•  64% for CEO and 60% for all other Executives of the long-term incentive target grant value.

•  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 Total Shareholder Return

   (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 performance-based restricted stock units focus on the importance of long-term operating performance within the Executive's control and accountability.  

•  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 brand EBIT and net sales goals, and provide a focus on sustained company-wide achievement over a multi-year period.

Stock Options

•  18% for CEO and 20% for all other Executives of the long-term incentive target grant value.

•  Time-based.

•  Vesting 25% per year over four years.

•Align Executives with shareholder interests, as the value from the option is only realized if our share price appreciates, and drives talent retention through a four-year service period.

Time-Based Restricted Stock Units

•  18% for CEO and 20% for all other Executives of the long-term incentive target grant value.

•  Time-based.

•  Vesting 25% per year over four years.

•  Drives talent retention through a four-year service period and shareholder alignment as their value is tied to our share price.

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 Executivesexecutives and periodically in connection with promotions or for special recognition and retention.promotions. 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 thetheir 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.

shareholders in 2021.

In determining the fiscal 20192021 long-term incentive structure and award amounts, the Committee considered the factors described below under “Compensation“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.

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Compensation Discussion and Analysis

Stock Options

In fiscal 2021, stock options comprised 18% and 20% of the long-term incentive grant value for our CEO and all other Executives, respectively. We believe stock options focusare performance-based compensation that focuses Executives on managing the Company from the long-term perspective of an owner.a shareholder. Stock options provide value to the recipient only if the price of our stock increases.appreciates from the date of grant. All stock options granted to Executives during fiscal 20192021 had an exercise price equal to 100% of the closing price of our stock on the date of grant or, for premium options, 110% of the closing price of our stock on the date of grant. The stock option grants received by our Executives are described in more detail in "20192021 Grants of Plan-Based Awards".

"

Stock options granted to Executives typically vest based on continued service at a rate of 25% annually beginning one year from the grant date, which we have determined helps meetsupport our talent retention objectives. We have also used other vesting schedules to align with timing of compensation being forfeited at a prior employer for new hires or to align with critical retention periods. Stock options are typically granted with a maximum term of ten years, and vested options are normally exercisable foruntil the earlier of the expiration date or three months following employment termination. Vesting is generally accelerated upon death, disability or retirement (if retirement-eligible) if the stock options are held forgranted at least one year.

Stock Units and Performance Shares
A portionyear prior to the event. Additional circumstances under which vesting of long-term incentives is deliveredmay be accelerated are described in "2021 Potential Payments Upon Termination."

Time-Based Restricted Stock Units

Time-based restricted stock units representingrepresent full-value shares of our stock to drive performance, promote retention and foster a long-term shareholder ownership perspective. Unlike stock options, full-value share awards, in combination with our stock ownership requirements, subject Executives to the same downside riskstock price fluctuations experienced by shareholders but still encourage retention if our stock price does not appreciate, and help to focus Executives on sustaining the value of the Company. In fiscal 2021 we granted 18% and 20% of the long-term incentive grant value in time-based restricted stock units to our CEO and all other Executives, respectively. The time-based restricted stock unit grants received by our Executives are described in more detail in "2021 Grants of Plan-Based Awards."

Time-based restricted stock units 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 "2021 Potential Payments Upon Termination."

Performance-Based Restricted Stock Units

Performance-based restricted stock units are intended to promote sustained improvement in financial performance 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 annual or long-term objectives unless they are made to offset compensation from prior employmentand therefore in fiscal 2021 granted 64% and 60% of the case of new hires. However, to balance our performance, retention, and ownership objectives,long-term incentive target grant value in the past we have grantedperformance-based restricted stock units orto our CEO and all other full-value shares that vest only for continued service with the Company, and we may do so in the future.Executives, respectively. The performance-based stock unit grants received by our Executives are described in more detail in "20192021 Grants of Plan-Based Awards".

Stock"

Performance-based restricted stock units that are 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 normally scheduled to vest over three or four years, althoughearned, if any, and 50% on the schedule may differone-year anniversary of the determination date based on critical retention or performance periods, orcontinued service with the vesting of compensation being forfeited at a prior employer for new hires. Executives generally must be employed on the vesting date or awards are forfeited.Company. Vesting is generally accelerated upon death, disability or retirement (if retirement-eligible) if the awards are held forgranted 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 "20192021 Potential Payments Upon Termination".

LGP (Long-Term Growth Program)
"

PRSU Program

Executives wereare currently eligible to participate in the LGP, which was intended to promote sustained improvement in financial performance and long-term value creation for shareholders, while recognizing the inherent difficulty in setting long-term performance goals in the volatile retail industry.earn performance-based restricted stock units under our PRSU program. The key features of the PRSU program are described below:

Each

In 2021, each Executive was eligible to receive an annual performance share award. Performance sharesPerformance-based restricted stock units give the Executive the right to receive a number of 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 challenging but realistic in order to

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provide a meaningful incentive for Executives in light of our expected performance at the time the target was established.

The number of actual shares that an Executive may earn after the end of three yearsthe performance period is based on two performance metrics: (i) average attainment of separate annual earnings goals that are established each year over three years, measured at the division level for those with division responsibilities and the corporate level for those with Company-wide responsibilities, and (ii) attainment of a three-year cumulative Company earningsEBIT goal setmeasured at the beginning ofGap Inc. level. The award is then 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 potential payout range as a percentage of the target award based on average annual earningsthe three-year EBIT goal attainment is 0% to 250%. The award iswill then be modified up or down by up to 20% (for a maximumtotal opportunity of 0% to 300% of target) based on the level of attainment of the cumulative Company earnings goal.relative total shareholder return 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.

The table below describes the potential payout range as a percentage of the target award for performance-based restricted stock units granted in fiscal 2021 (for the fiscal 2019-20212021 - fiscal 2023 performance period.period). The target number of shares was determined using the 20-trading day simple average of our closing stock price onbetween February 12, 2021 and March 12, 2021 and the dateperformance-based restricted stock unit target grant value, which was 64% and 60% of the total long-term incentive target grant value for our CEO and a percentage of base salary.all other Executives, respectively. The performance shareperformance-based restricted stock unit grants represent only an opportunity to earn actual shares


of our stock for achievement of performance goals over three years.the performance period. The associated amount listed in the “20192021 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. The same threshold, target, maximum earnings goals,Executive and adjustments (except any favorable impactalso differs from the discretionary bonus reduction is excluded), described above under “Fiscal 2019 Annual Bonus” applied to the 2019 performance year under the LGP. The same minimum performance goal used for the fiscal 2019 annual bonus was also used for the LGP and established the maximum number of shares that could be paid to each Executive, subject to downward adjustment by the Committee based upon the achievement of the financial performance goals and other factors determined by the Committeeintended target value at grant in its sole discretion. We use earnings for both annual cash awards and performance-based long-term incentives because we believe that it is the best metric to drive shareholder value. The use of annual goals over a three-year period allows us to set realistic goals while focusing on overall long-term Company results.March 2021. All payments are made in shares at vesting and dividends are not paid or accrued on unvested shares.

 

 

Fiscal 2021 Award Potential Payout

Name

 

Target

Value

 

 

Target

Number of

Performance

Shares

 

 

Potential Payout

Range as

Percentage

of Target

Shares

Sonia Syngal

 

$

6,400,000

 

 

 

245,903

 

 

0 – 300%

Katrina O’Connell

 

$

1,500,000

 

 

 

57,633

 

 

0 – 300%

Mark Breitbard

 

$

1,650,000

 

 

 

63,396

 

 

0 – 300%

Nancy Green

 

$

2,400,000

 

 

 

92,213

 

 

0 – 300%

Mary Beth Laughton

 

$

1,200,000

 

 

 

46,106

 

 

0 – 300%

Target values for Ms. Syngal, Ms. O’Connell, Mr. Peck was terminatedBreitbard, Ms. Green and Ms. Laughton represent the approximate value of the target shares in March 2021. Long-term incentives to Executives were granted in March 2021 as part of our regular annual grant cycle. The value at grant in March 2021 differs from the CompanySummary Compensation Table (SCT) value because the performance-based restricted stock unit value in November 2019the SCT represents the fair value for accounting purposes.

The following table shows the potential award modification based on the level of relative total shareholder return performance. Gap Inc. total shareholder return will be compared to the total shareholder return of the companies comprising the S&P Retail Select Index. Payouts between the 25th and is not eligible to receive a payout under his fiscal 2017, fiscal 201875th percentiles are interpolated.  

Percentile Rank

Modifier Payout

75th Percentile or Higher

120%

50th Percentile

100%

25th Percentile or Lower

80%

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Compensation Discussion and Analysis

Outstanding Long-Term Growth Plan (LGP) Grants

After fiscal 2019, awards. Mr. Fiske was terminated fromno new grants were made under the CompanyLGP and we transitioned to the new PRSU program, described above, with new metrics for Executives starting in January 2020 and is notfiscal 2020.

Executives were eligible to receive a payout under his fiscal 2019 award. Mr. Fisher did not participate in the LGP prior to fiscal 2020, which was intended to promote sustained improvement in financial performance and long-term value creation for shareholders, while recognizing the inherent difficulty in setting long-term performance goals in the volatile retail industry. The key features of the program are described below:

Each Executive was eligible to receive an annual award of performance-based restricted stock units. Performance-based restricted stock units gave the Executive the right to receive a number of 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, varied based on achievement of the performance goals.

The number of actual shares that an Executive was eligible to earn after the performance period was based on the average attainment of separate annual EBIT goals that were established each year over three years, measured at the division level for those with division responsibilities and has been excluded fromthe corporate level for those with Company-wide responsibilities. The award was then modified based on the attainment of a three-year cumulative Company EBIT goal set at the beginning of the same three-year period. The potential payout range as a percentage of the target award based on average annual EBIT attainment was 0% to 250%. The award was then modified up or down by up to 20% (for a total opportunity of 0% to 300% of target) based on the level of attainment of the cumulative Company EBIT goal.

50% of the award was payable at the end of the three-year performance period, generally subject to continued service with the Company through the date that the Committee determined the number of shares that were earned, if any, with the remaining 50% vesting on the one-year anniversary of such determination date based on continued service with the Company.

The following table shows the fiscal 2021 EBIT goal expressed as a percentage of fiscal 2019 actual results. The goal for fiscal 2021 was set at what the Committee considered to be a realistic level to provide a meaningful incentive for Executives to improve performance in light of our expected performance at the time it was established. Also shown below is the actual percentage achieved expressed as a percentage of fiscal 2019 actual results, after adjustments to exclude items that were not considered when the goals were set, which included any restructuring costs, government-mandated full day store closures, and the Gap Europe franchise transition. No additional adjustments to the results were made other than the neutralization of foreign exchange rate fluctuations.

 

 

FY2021 EBIT Goal as a

Percentage of FY2019

Actual EBIT

 

Actual Fiscal 2021

Percentage Achieved

After Adjustments

 

 

Threshold

 

Target

 

Maximum

 

Actual

Gap Inc. Annual EBIT

 

81.0%

 

88.3%

 

100.6%

 

93.3%

The following table shows the annualized fiscal 2019 through fiscal 2021 cumulative EBIT goal expressed as a percentage of fiscal 2018 actual results. Although the 3-year EBIT goal is not assessed on an annual basis, the table below.below shows the annualized 3-year EBIT goal relative to the most recently completed fiscal year prior to the performance cycle in order to provide a meaningful comparison of the EBIT goal against prior performance. The goal for fiscal 2019 through fiscal 2021 was set at what the Committee considered to be a realistic level to provide a meaningful incentive for Executives to improve performance in light of our expected performance at the time it was established. Also shown below is the actual percentage achieved expressed as a percentage of fiscal 2018 actual results.

Company /

 

Annualized FY2019-2021 EBIT Goal as a

Percentage of FY2018

Actual EBIT

 

Actual Fiscal 2019-2021

EBIT Percentage

Achieved

Division

 

Threshold

 

Target

 

Maximum

 

Actual

Gap Inc. Cumulative EBIT

 

62.0%

 

67.6%

 

77.0%

 

30.5%

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49

NameFiscal 2019 Award Potential Payout
Target
Percentage
of Base Salary
 Target
Number of
Performance Shares		 Potential Payout
Range as
Percentage
of Target Shares
Teri List-Stoll180% 65,140 0 – 300%
Mark Breitbard275% 102,210 0 – 300%
Julie Gruber120% 31,924 0 – 300%
Sonia Syngal275% 118,348 0 – 300%
Former Executives     
Art Peck550% 333,528 0 – 300%
Neil Fiske275% 102,210 0 – 300%

The following table describes the actual achievement levels and actual shares earned for the LGP awards for the completed fiscal 2017-20192019-2021 performance period for each eligible Executive who was granted a fiscal 2017 award.Ms. Syngal and Mr. Peck, who was terminated from the Company in November 2019, was not eligible to receive a payout since he did not complete the performance periodBreitbard. Ms. O’Connell, Ms. Green and has been excluded from the table below. Mr. Fiske did not join the Company until 2018 and therefore wasMs. Laughton were not granted a fiscal 20172019 LGP award.

 

 

Fiscal 2019 Award Achievement

Name

 

Target

Shares

 

 

Year 1, Year 2, & Year 3

(2019-2021)

Actual Percentage

Achieved(1)

 

Three

Year

Average

 

Actual

Cumulative

Company

EBIT

Goal

Modifier

 

Actual

Percentage

Achieved(2)

 

Actual

Shares Earned(3)

Sonia Syngal

 

 

118,348

 

 

 

0

%

 

 

125

%

 

155%

 

93%

 

-20%

 

75%

 

88,510

Mark Breitbard

 

 

102,210

 

 

 

0

%

 

 

125

%

 

155%

 

93%

 

-20%

 

75%

 

76,440

NameFiscal 2017 Award Achievement
Target
Shares
 Year 1, Year 2, & Year 3
(2017-2019)
Actual Percentage
Achieved		  Three
Year
Average
 Actual
Cumulative
Company
Earnings
Goal
Modifier
 
Actual
Percentage
Achieved(1)

 
Actual
Shares(1)

Teri List-Stoll66,907
 188% —% 0% 63% -20 % 50% 33,472
Mark Breitbard83,759
 —% 97% 0% 32% -20 % 26% 21,724
Julie Gruber30,586
 188% —% 0% 63% -20 % 50% 15,301
Sonia Syngal110,981
 240% —% 0% 80% -20 % 64% 71,141

(1)

Due to the unprecedented impact that COVID-19 had on our business, fiscal 2020 was divided into two halves. Attainment was 0% for the first half and 250% for the second half, and as a result the average attainment for fiscal 2020 was 125%.

(2)

"Actual percentage achieved"Percentage Achieved" is rounded for presentation and is the three-year average, decreased by the cumulative Company earningsEBIT goal modifier. "Actual shares"

(3)

"Actual Shares Earned" is the product of the target shares and the actual percentage achieved.


The table below describes, for each eligible Executive, the actual percentage achievement levels for the completed fiscal years under the LGP awards for the fiscal 2018-2020

Benefits and fiscal 2019-2021 performance periods. These outstanding awards are still subject to the remaining performance periods and the cumulative Company earnings goal over the same three-year performance period. Mr. Peck, who was terminated from the Company in November 2019, and Mr. Fiske, who was terminated from the Company in January 2020, were not eligible to receive a payout since they did not complete the performance period and have been excluded from the table below.

NameFiscal 2018 Award
Achievement		 Fiscal 2019 Award
Achievement
Target
Shares
 Year 1
(2018)
Actual
Percentage
Achieved
 Year 2
(2019)
Actual
Percentage
Achieved
 Target
Shares
 Year 1
(2019)
Actual
Percentage
Achieved
Teri List-Stoll51,659
 0% 0% 65,140
 0%
Mark Breitbard81,058
 0% 0% 102,210
 0%
Julie Gruber25,318
 0% 0% 31,924
 0%
Sonia Syngal93,856
 0% 0% 118,348
 0%
New Performance Share Award Program Starting Fiscal 2020
After fiscal 2019, no new grants will be made under the LGP. We will be transitioning to a new performance share award program with new metrics for Executives starting in fiscal 2020, which is described above in "Listening to Our Shareholders".
OTHER COMPENSATION ACTIONS
Mr. Peck was terminated in November 2019. Following Mr. Peck’s departure, Mr. Fisher was appointed Interim President & CEO, Gap Inc. In January 2020, we announced that the Company no longer intends to separate Old Navy into a standalone public company. The Company’s board of directors has appointed Ms. Syngal as CEO to oversee the full portfolio of brands and corporate strategy. During the search for our new CEO, four of the company’s senior leaders were elevated to the newly formed Executive Committee reporting to Mr. Fisher. 
Mr. Breitbard assumed leadership for all brands, excluding Old Navy, and the customer teams. During the duration of this interim assignment, Mr. Breitbard receives a salary supplement of $25,000 per month paid quarterly starting in November 2019, which is included in the 2019 Summary Compensation Table. Mr. Breitbard also received a stock unit grant of 29,000 shares and a premium stock option grant of 140,000 shares in light of expanded responsibilities following Mr. Peck’s departure as President & CEO, as well as to position the retention value of his long-term incentives appropriately relative to other Executives and to create further alignment with shareholder interests. The premium stock options were granted at an exercise price equal to 110% of the closing price on the date of grant.
Ms. Gruber continued her role as global general counsel, corporate secretary and chief compliance officer, and assumed interim leadership for corporate administrative functions, which expands her responsibilities to include legal, corporate facilities and services, human resources and communications, loss prevention, sustainability, government affairs and foundation. During the duration of this interim assignment, Ms. Gruber receives a salary supplement of $20,000 per month paid quarterly starting in November 2019, which is included in the 2019 Summary Compensation Table. In addition, Ms. Gruber received stock unit grants of 30,000 shares and 28,600 shares, in March 2019 and August 2019, respectively, in light of expanded responsibilities, as well as to position the retention value of her long-term incentives appropriately relative to other Executives and to create further alignment with shareholder interests.
Ms. List-Stoll continued to lead Finance, IT and Real Estate and assumed interim leadership for the Separation Project Management Office and Global Supply Chain, while we conducted a search for the successor of Mr. Peck. During the duration of this interim assignment, Ms. List-Stoll receives a salary supplement of $20,000 per month paid quarterly starting in November 2019, which is included in the 2019 Summary Compensation Table.
Ms. Syngal continued to lead the Old Navy business and received a stock unit grant of 29,000 shares and a premium stock option grant of 140,000 shares. The premium stock options were granted at an exercise price equal

to 110% of the closing price on the date of grant to position the retention value of her long-term incentives appropriately relative to other Executives and to create further alignment with shareholder interests.
BENEFITS AND PERQUISITES
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. Although not a significant part of total compensation, we also provide limited additional benefits and perquisites to our Executives, which we believe are reasonable and consistent with our overall compensation objectives. These perquisites and benefits include:include financial planningcounseling services, or an allowance to cover these services, ashelp Executives typically haveconcentrate 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.employees given the value that we place on supporting communities. For Mr. PeckMs. Syngal only, and prior to his termination as President & CEO, we allowedallow 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 in order to provide ana safer and efficient way for Mr. PeckMs. Syngal to manage travel and time commitments.

commitments, particularly during the pandemic.

The value of the benefits and perquisites received by our Executives are described in more detail in the footnotes to the “20192021 Summary Compensation Table.

STOCK OWNERSHIP REQUIREMENTS FOR EXECUTIVE OFFICERS”

Stock Ownership Requirements for Executive Officers / HEDGING AND PLEDGING PROHIBITIONS

Hedging and Pledging Prohibitions

We have minimum stock ownership requirements for certain executive positions, including for all Executives, to more closely link executive and shareholder interests, to balance potential rewards and risks, and to encourage a long-term perspective in managing the Company. Each covered executive has five years from the date of his or her appointment to reach the requirement.

As of February 1, 2020, all

All Executives had either met the shares requirement in the table below or had remaining time and were on track to do so.

so as of the date of this Proxy Statement.

Requirements

(shares)

Requirements
(shares)
President &

CEO, Gap Inc.

300,000


300,000

Brand President & CEO

75,000


75,000

Corporate Executive Vice President

40,000


40,000

Executives not yet meeting the requirement 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 non-performance-basedtime-based restricted stock units (vested or unvested). A complete description

www.gapinc.com

Table of the requirements, including a complete list of accepted forms of ownership, is located at www.gapinc.com (follow the Investors, Governance, Executive Stock Ownership links).Contents

50

Compensation Discussion and Analysis

Our insider trading policy applicable to executivesCompany officers prohibits speculation in our stock, including short sales, hedging or publicly-tradedpublicly traded option transactions. We also prohibit executivesExecutives from pledging Company stock as collateral for a loan or for any other purpose. Our hedging policypolicy is described in more detail in "Proposal No. 1 — Election of Directors—Corporate Governance—Stock Ownership Guidelines for Directors.".

TERMINATION PAYMENTS

Termination Payments

Various agreements, as described in more detail in "20192021 Potential Payments Upon Termination,", provide for severance benefits in the event of a termination of employment. These benefits were selected considering competitive conditions and customary practices at the time of their implementation. We have no severance arrangements specific to a change in control. Mr. Peck was terminated without cause from the position of CEO in November 2019 and Mr. Fiske was terminated without cause from his position of CEO and President, Gap brand in January 2020 and, as a result, the severance benefits detailed in "

2019 Potential Payments Upon Termination" were provided in accordance to their respective agreements for post-termination benefits.


COMPENSATION ANALYSIS FRAMEWORK
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 sharinginclude:

Sharing in the success of the company, rewardingCompany;

Rewarding for performance,performance; and being

Being fair and equitable.

The Committee’s review includesCommittee reviews base salary, annual incentives, long-term incentives, and the value of benefits and perquisites. Each element is reviewedperquisites, both individually and inas part of the total using tally sheets, which are intended to summarize all elements of total actual and potential compensation and wealth accumulation. package.

The tally sheets present the dollar value of each compensation component, including accumulated vested and unvested long-term incentive gains and potential gains using stock price assumptions, vesting schedules for long-term incentive awards, accumulated deferred compensation and potential termination-related payments.

TheCompensation Committee also uses a summary of compensation data covering other peer companies to support its analysis. The Committee selected a broad spectrum of retail and consumer products companies presented by Pay Governance LLC for purposes of comparing market compensation levels (the “peer group”) because we have both recruited from and lost executive talent to these industriesthis industry in the past, and to ensure appropriate scope and complexity relative to the Company. In order to create a balance between Gap Inc.’s retail peersThese companies were selected based upon their strong brand recognition and other industry peers, two peer groups were used in 2019. The primary peer group was comprisedglobal presence, omnichannel strategies, complexity of operations with a retail industry focusmultiple brand businesses, and the secondary peer group contains a broader set of consumer-oriented companies.comparable financial and valuation characteristics.  Because the size of the Gap Inc.companies in our peer group companies varies considerably, regression analysis is used where appropriate to adjust the compensation data for differences in Gap Inc. and division revenues. The peer groups aregroup is reviewed by the Committee each year. The peer groupsgroup used in 2019 were2021 was comprised of the companies listed below.
Primary below, which did not change from the prior year.

Peer Group

Best Buy Co., Inc.

Nordstrom

McDonald’s Corporation

Tapestry, Inc.

Starbucks Corporation

Costco Wholesale

Booking Holdings Inc.

PVH

Nike, Inc.

Target Corporation

Target

eBay

Costco Wholesale Corporation

Nordstrom, Inc.

Ralph Lauren

The TJX Companies, Inc.

eBay Inc.

PVH Corporation

VF Corporation

L Brands, Inc.(1)

Ross Stores

Qurate Retail, Inc.

V.F. Corporation

Wayfair, Inc.

Levi Strauss & Co.

McDonald’s Corporation

Ross Stores, Inc.

Williams-Sonoma, Inc.
NikeStarbucks

Secondary Peer Group

(1)

Colgate-Palmolive CompanyGeneral Mills, Inc.Qurate Retail Group, Inc.
Coty Inc.Kimberly-ClarkThe Estee Lauder Companies, Inc.
Discovery, Inc.Marriott International Inc.The Kraft Heinz Company
Dr. Pepper Snapple Group, Inc.Mondelez International, Inc.Whirlpool Corporation
Expedia Group, Inc.Newell

L Brands Inc.

separated into Bath & Body Works and Victoria’s Secret in 2021. Fiscal year 2020 L Brands data was used for benchmarking purposes.

The majority of the peer group providesCompensation Committee reviews compensation data throughfor Executives based on an analysis of commercial surveys and proxy-reported data conducted by Willis Towers Watson, an international consulting company.Pay Governance LLC. The surveys provideanalysis provides levels of base salary, annual incentives, and long-term incentive grant values in a summarized form, and we believe that this data provides a reasonable indicator of total compensation values for the peer group.form. This data is supplemented by information obtained through proxy statement disclosures and other public sources. The Compensation Committee uses the peer group data along with the tally sheet 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;

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Compensation Discussion and Analysis

51

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 eachthe compensation elementelements 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 CONSULTANT
Generally,

Role of 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 arrangements. The CEO is generally present at Committee meetings when compensation, other than the CEO's own, is considered and approved. However, approval rests solely with the Committee.

Compensation Consultants

The Committee has engaged Frederic W. Cook & Co. as its independent compensation consultant to advise the Committee periodically on the compensation program structure and individual compensation arrangements.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. From time to time, the consultant attends Committee meetings, presents briefings on general and retail-industry compensation trends and developments, and is also available to the Committee outside of meetings as necessary. 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.

ACCOUNTING AND TAX CONSIDERATIONS

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 passed on to the Committee for its review and 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.

Accounting and Tax Considerations

Accounting, tax and related financial implications to the Company and Executives are considered during the analysis of our compensation and benefits program and individual elements. Overall, the Committee seeks to balance attainment of our compensation objectives with the need to maximize current tax deductibility of compensation that may impact earningsEBIT and other measures of importance to shareholders. The Committee determined that the accounting and tax impacts described below were reasonable in light of our objectives.

In general, base salary, annual cash incentive bonus payments, and the costs related to benefits and perquisites are generally recognized as compensation expense at the time they are earned or provided. Share-based compensation expense is recognized in our consolidated statementsstatement of incomeoperations for stock options, time-based restricted stock units, and performance shares.

performance-based restricted stock units.

Subject to the exceptions and limits below, we generally deduct for federal income tax purposes all payments of compensation and other benefits to Executives. We do not deduct deferred compensation until the year that the deferred compensation is paid to an Executive.


Section 162(m) of the Internal Revenue Code (“Section 162(m)”) places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any year with respect to certain of our most highly paid executive officers. Historically, there has been an exemption from this $1 million deduction limit for compensation payments that qualified as “performance-based” under Section 162(m). With the enactment of the 2017 Tax Cuts and Jobs Act, however, the performance-based compensation exemption has been eliminated, except with respect to certain grandfathered arrangements. While the Committee considers the deductibility of compensation as one factor in determining executive compensation, the Compensation Committee retains the discretion to award compensation that is not deductible as the Committee believes that it is in the best interests of our shareholders to maintain flexibility in our approach to executive compensation in order to structure a program that we consider to be the most effective in attracting, motivating and retaining key executives.

Section 4999 and Section 280G of the Internal Revenue Code provide that executives could be subject to additional taxes if they receive payments or benefits that exceed certain limits in connection with a change in control of the Company and that the Company could lose an income tax deduction for such payments. We have not provided any Executive with tax gross-ups or other reimbursement for tax amounts the Executive might be required to pay under Section 4999.

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RECOVERY AND ADJUSTMENTS TO AWARDS

52

Compensation Discussion and Analysis

Recovery and Adjustments to Awards

The Company’s clawback policy for executive officers currentlywas last updated in November 2020 to expand the authority of the Committee based on emerging governance best practices. It allows for the recoupment of cash and equity incentive compensation when the executive officer is terminated for cause or where either (i) all of the following factors are present: (a) the award or vesting of the award was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement, (b) in the Board’s view, the executivecovered officer was grossly negligent or engaged in fraud or intentional misconduct that was a substantial contributing cause to the need for the restatement, and (c) a lower award would have been made to the executivecovered officer, or a lesser amount would have vested, based upon the restated financial results. In each such instance,results, or (ii) with respect to covered compensation awarded or vested after the applicable crime, neglect, breach or act or omission described below, the covered officer: (1) was indicted or convicted of, or admitted to, any crimes involving theft, fraud or moral turpitude; (2) engaged in gross neglect of duties, including willfully failing or refusing to implement or follow direction of the Company; (3) materially breached Gap Inc.’s policies and procedures, including but not limited to the Code of Business Conduct; or (4) acted or failed to act in a negligent or intentional manner that resulted in material financial, reputational or other harm to the Company will seek to recover the individual executive officer’s entire annual bonus or award for the relevant period, plus a reasonable rate of interest.and its affiliates and subsidiaries. The Board is monitoring this policy to ensure that it is consistent with applicable laws, including any requirements of future regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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Compensation Committee Report

53

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 of Directors that the Compensation Discussion and Analysis be included inincorporated by reference into our annual report on Form 10-K for the fiscal year ended February 1, 2020January 29, 2022 and included in the Proxy Statement for the 20202022 Annual Meeting of Shareholders.

Bob L. Martin (Chair and Committee member until March 2020)

Tracy Gardner (Chair)

Lisa Donohue

Jorge P. Montoya

Salaam Coleman Smith

Notwithstanding anything to the contrary in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filing.

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Chris O’Neill

54

2021 Summary Compensation Table

Lexi Reese

2019

2021 Summary Compensation Table

The following table shows compensation information for fiscal 2019,2021, which ended February 1, 2020,January 29, 2022, for each person who served as our principal executive or financial officer and the three other most highly compensated executive officers at fiscal year-end and one additional executive officer who would have been among the top three had he been an executive officer at fiscal year-end (the “named executive officers”). The table also shows compensation information for fiscal 20182020 and fiscal 2017,2019, which ended February 2, 2019January 30, 2021 and February 3, 2018,1, 2020, respectively, for those named executive officers who were also named executive officers in either of those years.

Name and

Principal Position in 2021(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

($)

Sonia Syngal

 

2021

 

1,300,000

 

 

—

 

 

11,415,171

 

 

 

2,654,713

 

 

 

2,793,796

 

 

—

 

 

97,235

 

 

 

18,260,915

 

 

CEO,

 

2020

 

1,191,827

 

 

—

 

 

17,170,778

 

 

 

1,539,879

 

 

 

1,834,983

 

 

—

 

 

168,054

 

 

 

21,905,521

 

 

Gap Inc.

 

2019

 

1,100,000

 

 

—

 

2,036,465

 

 

 

1,556,932

 

 

—

 

 

—

 

 

72,565

 

 

 

4,765,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Katrina O'Connell

 

2021

 

814,904

 

 

—

 

 

2,653,389

 

 

 

737,423

 

 

 

1,000,736

 

 

—

 

 

61,884

 

 

 

5,268,336

 

 

EVP and CFO,

 

2020

 

703,846

 

 

—

 

 

4,371,771

 

 

 

427,743

 

 

 

589,033

 

 

—

 

 

54,452

 

 

 

6,146,845

 

 

Gap Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Breitbard

 

2021

 

1,100,000

 

 

—

 

 

3,458,832

 

 

 

811,162

 

 

 

2,120,705

 

 

—

 

 

75,568

 

 

 

7,566,267

 

 

President and CEO,

 

2020

 

1,024,808

 

 

—

 

 

8,931,389

 

 

 

752,830

 

 

 

1,330,702

 

 

—

 

 

72,333

 

 

 

12,112,062

 

 

Gap Brand

 

2019

 

1,025,000

 

 

500,000

 

 

1,775,905

 

 

 

1,583,042

 

 

—

 

 

—

 

 

71,155

 

 

 

4,955,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nancy Green

 

2021

 

1,100,000

 

 

—

 

 

5,064,795

 

 

 

1,179,867

 

 

 

2,107,266

 

 

—

 

 

72,359

 

 

 

9,524,287

 

 

President and CEO,

 

2020

933,942

 

 

—

 

3,342,239

 

 

559,930

 

 

1,312,242

 

 

—

 

57,277

 

 

6,205,630

 

 

Old Navy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mary Beth Laughton

 

2021

 

855,192

 

 

225,000

 

 

3,842,059

 

 

 

589,933

 

 

 

1,686,067

 

 

—

 

 

52,389

 

 

 

7,250,640

 

 

President and CEO,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Athleta

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and
Principal Position in 2019(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
($)
Robert Fisher
Interim President and CEO,
Gap Inc.
2019297,250
—
159,987
—
—
—
15,000
472,237


































Teri List-Stoll
EVP and CFO,
Gap Inc.
2019985,000
—
922,337
637,153
—
—
68,490
2,612,980
2018918,269
200,000
4,619,311
1,095,318
192,932
—
472,764
7,498,594
2017891,827
200,000
647,204
—
1,476,896
—
329,997
3,545,924
Mark Breitbard
President and CEO,
Banana Republic
20191,025,000
500,000
1,775,905
1,583,042
—
—
71,155
4,955,102
2018950,000
500,000
1,221,947
1,408,266
655,639
—
68,688
4,804,540
2017730,769
—
4,361,174
1,549,290
669,769
—
29,178
7,340,180
Julie Gruber
EVP, Global General Counsel and Chief Compliance Officer, Gap Inc.
2019744,231
—
1,583,106
318,577
—
—
57,348
2,703,262


































Sonia Syngal
President and CEO,
Old Navy
20191,100,000
—
2,036,465
1,556,932
—
—
72,565
4,765,962
20181,079,808
—
1,931,049
1,408,266
65,909
—
68,708
4,553,740
2017958,173
—
1,779,318
1,091,820
2,175,093
—
76,032
6,080,436
Art Peck
Former President and
CEO, Gap Inc.
20191,365,192


4,609,096
2,896,150
—
—
52,147
8,922,585
20181,526,442
—
15,135,207
3,911,850
—
—
220,440
20,793,939
20171,396,058
—
6,762,235
3,275,460
4,045,859
—
107,574
15,587,186
Neil Fiske
Former President and CEO, Gap
2019913,462
400,000
786,382
1,042,614
—


365,748
3,508,206
2018595,577
—
4,443,018
1,952,675
743,819
—
289,856
8,024,945

















(1)

In November 2019, Mr. Fisher became our Interim President and CEO and Mr. Peck departed the Company.

Ms. List-Stoll became our CFO in January 2017. Mr. BreitbardLaughton became an executive officer of the Company in May 2017. Mr. Fiske became an executive officerNovember 2021.

(2)

Base salary changes in fiscal 2021 are further described in "Compensation Discussion and Analysis—Elements of the Company in June 2018 and departed the Company in January 2020. Robert Fisher was compensated as our Chairman and as a non-employee director, but did not receive any additional compensation for services provided as our Interim President and CEO.Compensation—Base Salary."

(3)

(2)

The amounts in this column for Mr. Peck and Ms. List-Stoll in 2017 and 2018 reflect the prorated payment of their salaries based on changes during the year. Base salary changes in fiscal 2019 are further described in "Compensation Discussion and Analysis—Elements of Compensation—Base Salary". The amounts in the column for Mr. Fisher reflect his director fees. The amounts in the column for Mr. Breitbard Ms. Gruber and Ms. List-Stoll include their supplemental salary as further described in "Compensation Discussion and Analysis—Elements of Compensation—Base Salary".
(3)
The amounts in this column for Ms. List-Stoll, Mr. Breitbard and Mr. Fiske reflect the earned portion of a sign-on bonus with repayment provisions that theyhe received when they eachhe joined the Company in January 2017, May 2017 and June 2018, respectively.2017. The amounts in this column for Ms. Laughton reflect the earned portion of a sign-on bonus with repayment provisions that she received when she joined the Company in October 2019.

(4)

(4)

This column reflects the aggregate grant date fair value for awards of stock during fiscal 2019, 20182021, 2020 and 2017,2019, computed in accordance with FASB ASC 718. These amounts reflect the grant date fair value, and do not necessarily represent the actual value that may be realized by the named executive officers. For 2017,2019, this column includes (a) the grant date fair value of the target number of shares that may be earned under the Company’s Long-Term Growth Program (LGP)LGP with respect to year 3 of a three-year performance period beginning with fiscal 2017 (“LGP 2”), (b) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 2 of a three-year performance period beginning with fiscal 2018 (“LGP 3”), and (c) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 1 of a three-year performance period beginning with fiscal 2019 (“LGP 4”). For 2020, this column includes (a) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 3 of LGP 3, (b) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 2 of LGP 4, and (c) the grant date fair value of the target number of shares that may be earned under the PRSU program with respect to the two-and-a-half year performance period beginning with fiscal 2020 (“PRSU 1”). For 2021, this column includes (a) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 3 of LGP 4, and (b) the grant date fair value of the target number of shares that may be earned under the PRSU program with respect to the three-year performance period beginning with fiscal 2021 (“PRSU 2”). See "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—Outstanding Long-Term Growth Plan (LGP) Grants" for actual shares earned under LGP 4. Mr. Breitbard and Ms. Syngal each received their grant under LGP 4 in 2019. This column also includes the aggregate grant date fair value of any time-based restricted stock units granted during fiscal 2021, 2020 and 2019.


 2022 Proxy Statement

fiscal 2015 (“LGP 1”), (b) the grant date fair value

Table of the target number of shares that may be earned under the LGP with respect to year 2 of a three-year performance period beginning with fiscal 2016 (“LGP 2”), and (c) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 1 of a three-year performance period beginning with fiscal 2017 (“LGP 3”). For 2018, this column includes (a) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 3 of LGP 2, (b) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 2 of LGP 3, and (c) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 1 of a three-year performance period beginning with fiscal 2018 (“LGP 4”). For 2019, this column, other than with respect to Mr. Fisher, includes (a) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 3 of LGP 3, (b) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 2 of LGP 4, and (c) the grant date fair value of the target number of shares that may be earned under the LGP with respect to year 1 of a three-year performance period beginning with fiscal 2019 (“LGP 5”). See "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)" for actual shares earned under LGP 3. Ms. List-Stoll, Mr. Breitbard, Ms. Gruber and Ms. Syngal each received their first LGP grant under LGP 3 in 2017, and Mr. Fiske received his first LGP grant under LGP 4 in 2018. Mr. Peck was terminated from the Company in November 2019 and is not eligible to receive a payout under LGP 3, LGP 4 or LGP 5. Mr. Fiske was terminated from the Company in January 2020 and is not eligible to receive a payout under LGP 4 or LGP 5. Mr. Fisher did not participate in the LGP program. This column also includes the aggregate grant date fair value of any restricted stock units granted during fiscal 2019, 2018 and 2017. For 2019, this column for Mr. Fisher reflects the grant date fair value of the fully vested stock units that he was granted as a director.Contents

2021 Summary Compensation Table

55

Details on the figures included in this column for 20192021 are reflected in the following table. Details on the figures included in this column for 20182020 and 20172019 are included in our 20192021 and 20182020 Proxy Statements. Mr. Fisher did not participate in the LGP program and has been excluded from the table below.

 

 

LGP 4

(FY 2019 Grant)

Year 3 Target

Shares Grant

Date Fair

Value ($)

 

 

PRSU 2

(FY 2021 Grant)

Target Shares

Grant Date

Fair Value ($)

 

 

Grant Date

Fair Value of Time-Based Restricted Stock

Units ($)

 

 

Total Reported

in Stock Awards

Column (rounded

to the nearest

dollar) ($)

 

 

Sonia Syngal

 

 

682,237

 

 

 

8,584,474

 

 

 

2,148,460

 

 

 

11,415,171

 

 

Katrina O'Connell

 

N/A

 

 

 

2,011,968

 

 

 

641,421

 

 

 

2,653,389

 

 

Mark Breitbard

 

 

589,211

 

 

 

2,213,154

 

 

 

656,467

 

 

 

3,458,832

 

 

Nancy Green

 

N/A

 

 

 

3,219,156

 

 

 

1,845,639

 

 

 

5,064,795

 

 

Mary Beth Laughton

 

N/A

 

 

 

1,609,560

 

 

 

2,232,499

 

 

 

3,842,059

 

 

 LGP 3
(FY 2017 Grant)
Year 3 Target
Shares Grant Date
Fair Value ($)
LGP 4
(FY 2018 Grant)
Year 2 Target
Shares Grant Date
Fair Value ($)
LGP 5
(FY 2019 Grant)
Year 1 Target
Shares Grant Date
Fair Value ($)
Grant Date Fair
Value of Non-LGP
Stock Awards ($)
Total Reported
in Stock Awards
Column (Rounded
to the nearest
dollar) ($)
Teri List-Stoll356,386
259,146
306,805
—
922,337
Mark Breitbard446,146
406,636
481,409
441,714
1,775,905
Julie Gruber162,916
127,007
150,357
1,142,826
1,583,106
Sonia Syngal591,148
470,839
557,414
417,064
2,036,465
Art Peck1,711,250
1,326,929
1,570,917
—
4,609,096
Neil FiskeN/A
304,973
481,409
—
786,382

The total grant date fair value of the LGP awards if maximum performance conditions were achieved over the entire three-year period under LGP 3, LGP 4 and LGP 5 are detailed in the following table. The grant date fair values pertable is calculated based on the share used in calculatingprice as of the total grant date fair values below were as follows: (i)last day of each respective fiscal year 1 of LGP 3 ($29.02), year 2 of LGP 3 ($22.68), and year 3 of LGP 3 ($15.98), (ii) year 1 of LGP 4 ($21.79), and years 2 and 3 of LGP 4 ($15.05), and (iii) years 1, 2 and 3 of LGP 5 ($14.13). a maximum performance condition achievement over the three-year period. The grant date fair value for year 2 of LGP 4 was used for year 3 of LGP 4, and the grant date fair value for year 1 of LGP 5 was used4 is $14.13, for years year 2 of LGP 4 is $20.25 and for year 3 of LGP 5.4 is $17.29. The grant date fair value of PRSU 2, which is earned based on performance goals that are measured over a three-year performance period, is $34.91. For a description of the Company’s Long-Term Growth Program and Performance Restricted Stock Unit Program, please see "Compensation"Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-TermOutstanding Long-Term Growth Program)Plan (LGP) Grants" and "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—PRSU Program."

 

 

Maximum Shares Total Grant Date Fair Value ($)

 

 

 

LGP 4

(FY 2019 Cycle)

 

 

PRSU 2

(FY 2021 Grant)

 

Sonia Syngal

 

 

6,115,526

 

 

 

25,753,421

 

Katrina O'Connell

 

 

—

 

 

 

6,035,904

 

Mark Breitbard

 

 

5,281,610

 

 

 

6,639,463

 

Nancy Green

 

 

—

 

 

 

9,657,467

 

Mary Beth Laughton

 

 

—

 

 

 

4,828,681

 

 Maximum Shares Total Grant Date Fair Value ($)
 LGP 3
(FY 2017 Cycle)
LGP 4
(FY 2018 Cycle)
LGP 5
(FY 2019 Cycle)
Teri List-Stoll4,528,266
2,680,586
2,761,285
Mark Breitbard5,668,809
4,206,100
4,332,682
Julie Gruber2,070,060
1,313,751
1,353,258
Sonia Syngal7,511,194
4,870,188
5,016,772
Art Peck21,742,944
13,725,164
14,138,252
Neil FiskeN/A
3,154,549
4,332,682

(5)

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 17, 202015, 2022 for the relevant assumptions used to determine the compensation cost of our stock and option awards. Please refer to the 2019“2021 Grants of Plan-Based Awards” table in this Proxy Statement and the Grants of Plan-Based Awards tables in our 20192021 and 20182020 Proxy Statements for information on awards actually granted in fiscal 20172021, 2020 and 2016.2019.

(6)

(6)

This column reflects the aggregate grant date fair value for awards of stock options during fiscal 2019, 20182021, 2020 and 2017,2019, computed in accordance with FASB ASC 718. These amounts reflect the grant date fair value, and do not necessarily represent the actual value that may be realized by the named executive officers.

(7)

(7)

The amounts in this column reflect the non-equity amounts earned by the named executive officers under the Company’s annual incentive bonus plan.

(8)

(8)

No above-market or preferential interest rate options are available under our deferred compensation programs. Please refer to the 2019“2021 Nonqualified Deferred Compensation” table for additional information on deferred compensation earnings.



(9)

(9)

The amounts shown in the All“All Other CompensationCompensation” column are detailed in the following table.

www.gapinc.com

Table of Contents

56

2021 Summary Compensation Table

NameFiscal
Year
Personal
Use of
Airplane
($)(a)

Financial
Counseling
($)(b)

Tax
Payments
($)(c)

Deferred
Compensation
Plan Match
($)(d)

401 (k)
Plan
Match
($)(e)

Disability
Plan
($)(f)

Life
Insurance
($)(g)

Relocation
($)(h)

Gift
Matching
($)(i)

Other
($)(j)

Total
($)
Robert Fisher2019—
—
—
—
—
—
—
—
15,000
—
15,000
Teri List-Stoll2019—
15,300
—
25,800
11,228
586
576
—
15,000
—
68,490
2018—
15,300
37,805
25,500
11,587
415
576
366,581
15,000
—
472,764
2017—
12,892
87,616
22,402
12,888
415
576
178,208
15,000
—
329,997
Mark Breitbard2019—
16,964
—
26,800
11,229
586
576
—
15,000
—
71,155
2018—
14,526
—
27,000
11,171
415
576
—
15,000
—
68,688
2017—
—
—
—
13,435
311
432
—
15,000
—
29,178
Julie Gruber2019—
15,300
—
16,077
11,255
586
576
—
13,554
—
57,348
Sonia Syngal2019—
15,300
—
32,800
8,123
586
576
180
15,000
—
72,565
2018—
15,300
—
31,500
8,420
415
576
1,847
10,650
—
68,708
2017—
15,300
—
26,508
7,975
415
576
11,558
13,700
—
76,032
Art Peck201929,277
15,300


—
6,622
468
480
—
—
—
52,147
2018137,182
15,300
—
49,250
11,717
415
576
—
6,000
—
220,440
201736,734
15,300
—
43,831
10,718
415
576
—
—
—
107,574
Neil Fiske2019—
15,300
78,377
26,800
14,079
586
576
230,030
—
—
365,748
2018—
9,557
116,249
—
—
242
336
163,472
—
—
289,856

Name

 

Fiscal

Year

 

Personal

Use of

Airplane

($)(a)

 

 

Financial

Counseling

($)(b)

 

 

Tax

Payments

($)

 

 

Deferred

Compensation

Plan Match

($)(c)

 

 

401 (k)

Plan

Match

($)(d)

 

 

Disability

Plan

($)(e)

 

 

Life

Insurance

($)(f)

 

 

Relocation

($)(g)

 

 

Gift

Matching

($)(h)

 

 

Other

($)(i)

 

 

Total

($)

 

Sonia Syngal

 

2021

 

 

32,018

 

 

 

15,300

 

 

 

—

 

 

 

40,400

 

 

 

8,140

 

 

 

801

 

 

 

576

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

97,235

 

 

 

2020

 

 

94,679

 

 

 

15,300

 

 

 

—

 

 

 

35,350

 

 

 

8,714

 

 

 

709

 

 

 

576

 

 

 

2,726

 

 

 

10,000

 

 

 

—

 

 

 

168,054

 

 

 

2019

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

32,800

 

 

 

8,123

 

 

 

586

 

 

 

576

 

 

 

180

 

 

 

15,000

 

 

 

—

 

 

 

72,565

 

Katrina

 

2021

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

20,650

 

 

 

14,557

 

 

801

 

 

576

 

 

 

—

 

 

 

10,000

 

 

 

—

 

 

 

61,884

 

O'Connell

 

2020

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

15,735

 

 

 

12,146

 

 

 

709

 

 

 

562

 

 

 

—

 

 

 

10,000

 

 

 

—

 

 

 

54,452

 

Mark Breitbard

 

2021

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

32,400

 

 

 

11,491

 

 

 

801

 

 

 

576

 

 

 

—

 

 

 

15,000

 

 

 

—

 

 

 

75,568

 

 

 

2020

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

28,900

 

 

 

11,848

 

 

 

709

 

 

 

576

 

 

 

—

 

 

 

15,000

 

 

 

—

 

 

 

72,333

 

 

 

2019

 

 

—

 

 

 

16,964

 

 

 

—

 

 

 

26,800

 

 

 

11,229

 

 

 

586

 

 

 

576

 

 

 

—

 

 

 

15,000

 

 

 

—

 

 

 

71,155

 

Nancy Green

 

2021

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

32,400

 

 

 

11,600

 

 

801

 

 

576

 

 

 

—

 

 

 

11,682

 

 

 

—

 

 

 

72,359

 

 

 

2020

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

25,150

 

 

 

11,917

 

 

 

709

 

 

 

576

 

 

 

—

 

 

 

3,625

 

 

 

—

 

 

 

57,277

 

Mary Beth Laughton

 

2021

 

 

—

 

 

 

15,300

 

 

 

—

 

 

 

22,115

 

 

 

11,497

 

 

801

 

 

576

 

 

 

—

 

 

 

2,100

 

 

 

—

 

 

 

52,389

 

(a)

The Compensation and Management Development Committee determined that it was appropriate to provide Mr. Peck, prior to his termination as President & CEO, use of a Company airplane for limited personal use (not to exceed $150,000 per fiscal year in incremental cost to the Company).

As required by SEC rules, the amounts shown are the incremental cost to the Company of personal use of the Company airplane and are calculated based on the variable operating costs to the Company, including fuel costs, mileage, trip-related maintenance, and other miscellaneous variable costs. Since the Company airplane is primarily used for business travel, fixed costs which do not change based on usage, such as the pilot’s salary and maintenance costs unrelated to the trip, are excluded.

(b)

We provide certain executive officers access to financial counseling services, which may include tax preparation and estate planning services. We value this benefit based on the actual cost for those services.

(c)

For Ms. List-Stoll, these amounts reflect tax reimbursements in connection with her relocation to San Francisco when she joined the Company in January 2017. For Mr. Fiske, these amounts reflect tax reimbursements in connection with his relocation from California to New York when he joined the Company in June 2018.
(d)

These amounts reflect Company matching contributions under the Company’s nonqualified Deferred Compensation Plan for base salary deferrals representing the excess of the participant’s base pay over the current IRS qualified plan limit ($280,000290,000 for calendar year 2019)2021), which are matched at up to 4% of base pay, the same rate as is in effect under the Company’s 401(k) plan.

(e)(d)

These amounts reflect Company matching contributions under the Company’s 401(k) Plan.

(f)(e)

These amounts reflect premium payments for long-term disability insurance, which is available to benefits-eligible employees generally.

(g)(f)

These amounts reflect premiums paid for life insurance provided to employees at the Director level and above.

(h)(g)

For Ms. List-Stoll, the amounts reflect costs in connection with her relocation to San Francisco when she joined the Company in January 2017. For Mr. Fiske, the amounts reflect costs in connection with his relocation from California to New York when he joined the Company in June 2018.

For Ms. Syngal, the amounts reflect costs in connection with her international assignment in 2011-2012 and subsequent repatriation, including ongoing tax preparation fees related to foreign taxes from her international assignment.

(i)(h)

These amounts reflect Company matching contributions under the Company’s Gift Match Program, available to all employees, under which contributions to eligible nonprofit organizations are matched by the Company, up to certain annual limits. In calendar year 2019,2021, the limit for the named executive officers (including our CEO) was $15,000, with the exception of Mr. Peck who had an annual matching limit of $100,000 prior to his termination as President & CEO.$15,000. The annual gift match eligibility limits are based on the executive’s original donation date.

(j)(i)

Our named executive officers were also eligible to receive preferred airline status.


 2022 Proxy Statement

Table of Contents

2019

2021 Grants of Plan-Based Awards

57

2021 Grants of Plan-Based Awards

The following table shows all plan-based awards granted to the named executive officers during fiscal 2019,2021, which ended on February 1, 2020.January 29, 2022. The option awards and the unvested portion of the stock awards identified in the table below are also reported in the 2019“2021 Outstanding Equity Awards at Fiscal Year-End” table.

 

 

 

 

 

 

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards(2)

 

 

Estimated Future Payouts

Under Equity Incentive Plan

Awards(3)

 

 

All Other

Stock

Awards:

Number

of Shares

of Stock

 

 

All Other

Option

Awards:

Number

of

Securities

Underlying

 

 

Exercise

or

Base

Price

of

Option

 

 

Grant

Date

Fair

Value

of

Stock

and

Option

 

Name

 

Grant

Date(1)

 

Approval

Date(1)

 

Threshold

($)

 

 

Target

($)

 

 

Maximum

($)

 

 

Threshold

(#)

 

 

Target

(#)

 

 

Maximum

(#)

 

 

or Units

(#)

 

 

Options

(#)

 

 

Awards

($)

 

 

Awards

($)(4)

 

Sonia Syngal

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

203,626

 

 

 

32.25

 

 

 

2,654,713

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

69,160

 

 

—

 

 

—

 

 

 

2,148,460

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

 

17,752

 

 

 

39,449

 

 

 

118,348

 

 

—

 

 

—

 

 

—

 

 

 

682,237

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

 

98,361

 

 

 

245,903

 

 

 

737,709

 

 

—

 

 

—

 

 

—

 

 

 

8,584,474

 

 

 

N/A

 

—

 

 

568,750

 

 

 

2,275,000

 

 

 

4,550,000

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

Katrina O'Connell

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

56,563

 

 

32.25

 

 

 

737,423

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

20,648

 

 

—

 

 

—

 

 

 

641,421

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

 

23,053

 

 

 

57,633

 

 

 

172,899

 

 

—

 

 

—

 

 

—

 

 

 

2,011,968

 

 

 

N/A

 

—

 

 

203,726

 

 

 

814,904

 

 

 

1,629,808

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

Mark Breitbard

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

62,219

 

 

 

32.25

 

 

 

811,162

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

21,132

 

 

—

 

 

—

 

 

 

656,467

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

 

15,331

 

 

 

34,070

 

 

 

102,210

 

 

—

 

 

—

 

 

—

 

 

 

589,211

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

 

25,358

 

 

 

63,396

 

 

 

190,188

 

 

—

 

 

—

 

 

—

 

 

 

2,213,154

 

 

 

N/A

 

—

 

 

412,500

 

 

 

1,650,000

 

 

 

3,300,000

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

Nancy Green

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

90,500

 

 

32.25

 

 

 

1,179,867

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

59,419

 

 

—

 

 

—

 

 

 

1,845,639

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

 

36,885

 

 

 

92,213

 

 

 

276,639

 

 

—

 

 

—

 

 

—

 

 

 

3,219,156

 

 

 

N/A

 

 

 

 

412,500

 

 

 

1,650,000

 

 

 

3,300,000

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

Mary Beth Laughton

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

 

45,250

 

 

 

32.25

 

 

 

589,933

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

—

 

 

 

 

 

 

—

 

 

 

71,879

 

 

—

 

 

—

 

 

 

2,232,499

 

 

 

3/15/2021

 

3/15/2021

 

—

 

 

—

 

 

—

 

 

 

18,442

 

 

 

46,106

 

 

 

138,318

 

 

—

 

 

—

 

 

—

 

 

 

1,609,560

 

 

 

N/A

 

 

 

 

307,067

 

 

 

1,228,269

 

 

 

2,456,538

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

 

—

 

NameGrant
Date		Approval
Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
 
Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
All
Other
Stock
Awards:
Number
of
Shares
of
Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($)
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(3)

Threshold
($)
Target
($)
Maximum
($)
 Threshold
(#)
Target
(#)
Maximum
(#)
Robert Fisher06/30/1906/30/19—
—
—

—
—
—
8,903
—
—
159,987
Teri List-
Stoll		03/18/1903/18/19—
—
—

—
—
—
—
110,000
25.56
637,153
03/18/1903/18/19—
—
—

10,036
22,302
66,907
—
—
—
356,386
03/18/1903/18/19—
—
—

7,748
17,219
51,659
—
—
—
259,146
03/18/1903/18/19—
—
—

9,771
21,713
65,140
—
—
—
306,805
N/A
231,250
925,000
1,850,000

—
—
—
—
—
—
—
Mark
Breitbard		03/18/1903/18/19—
—
—

—
—
—
—
180,000
25.56
1,042,614
03/18/1903/18/19—
—
—

12,563
27,919
83,759
—
—
—
446,146
03/18/1903/18/19—
—
—

12,158
27,019
81,058
—
—
—
406,636
03/18/1903/18/19—
—
—

15,331
34,070
102,210
—
—
—
481,409
12/20/1912/20/19—
—
—

—
—
—
—
140,000
19.35
540,428
12/20/1912/20/19—
—
—

—
—
—
29,000
—
—
441,714
N/A
296,875
1,187,500
2,375,000

—
—
—
—
—
—
—
Julie Gruber03/18/1903/18/19—
—
—

—
—
—
—
55,000
25.56
318,577
03/18/1903/18/19—
—
—

—
—
—
30,000
—
—
696,945
03/18/1903/18/19—
—
—

4,587
10,195
30,586
—
—
—
162,916
03/18/1903/18/19—
—
—

3,797
8,439
25,318
—
—
—
127,007
03/18/1903/18/19—
—
—

4,788
10,641
31,924
—
—
—
150,357
08/13/1908/13/19—
—
—

—
—
—
28,600
—
—
445,881
N/A
136,989
547,956
1,095,912

—
—
—
—
—
—
—
Sonia Syngal03/18/1903/18/19—
—
—

—
—
—
—
180,000
25.56
1,042,614
03/18/1903/18/19—
—
—

16,647
36,993
110,981
—
—
—
591,148
03/18/1903/18/19—
—
—

14,078
31,285
93,856
—
—
—
470,839
03/18/1903/18/19—
—
—

17,752
39,449
118,348
—
—
—
557,414
11/13/1911/13/19—
—
—

—
—
—
—
140,000
18.41
514,318
11/13/1911/13/19—
—
—

—
—
—
29,000
—
—
417,064
N/A
687,500
2,750,000
5,500,000

—
—
—
—
—
—
—
Art Peck03/18/1903/18/19—
—
—

—
—
—
—
500,000
25.56
2,896,150
03/18/1903/18/19—
—
—

48,189
107,087
321,261
—
—
—
1,711,250
03/18/1903/18/19—
—
—

39,675
88,168
264,505
—
—
—
1,326,928
03/18/1903/18/19—
—
—

50,029
111,176
333,528
—
—
—
1,570,917
N/A
678,125
2,712,500
5,425,000

—
—
—
—
—
—
—
Neil Fiske03/18/1903/18/19—
—
—

—
—
—
—
180,000
25.56
1,042,614
03/18/1903/18/19—
—
—

9,118
20,264
60,793
—
—
—
304,973
03/18/1903/18/19—
—
—

15,331
34,070
102,210
—
—
—
481,409
N/A
296,875
1,187,500
2,375,000

—
—
—
—
—
—
—

(1)

The grant date for PRSU 2 and year 3 of LGP 4 represents the grant date of the awards as determined in accordance with FASB ASC 718, which is the date that the performance goals were set. The approval date for PRSU 2 represents the date that the grant was approved by the Compensation Committee. The approval date for year 3 of LGP 4 represents the date that the performance goals were set.

(2)

The amounts shown in these columns reflect the estimated potential payment levels for the fiscal 20192021 performance period under the Company’s annual incentive bonus plan, further described in "Compensation"Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus"Bonus." The potential payouts were performance-based and, therefore, were completely at risk. The potential threshold payment amount assumes 25% achievement of the performance culture/corporate objectives component and 25% achievement of the financial performance component. The potential target payment amount assumes 100% achievement of the performance culture/corporate objectives component and 100% achievement of the financial performance component. The potential maximum payment amount assumes 200% of target. The annual incentive bonus plan is further described "Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus". None of the named executive officers earned a bonus under the annual incentive bonus plan for fiscal 2019.

(3)

(2)

The amounts shown in these columns for each of the named executive officers reflect, in shares, (a) for Ms. Syngal and Mr. Breitbard, the threshold, target and maximum amounts for year 3 of a three-year performance period beginning in fiscal 2017 (“LGP 3”),4 and (b) for each named executive officer, the threshold, target and maximum amounts for awards granted in fiscal 2021 under the Company’s PRSU program. Please see "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—Outstanding Long-Term Growth Plan (LGP) Grants" and “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—PRSU Program” for more information. Potential payouts are based on the applicable interpolated award values between the threshold, target, and maximum payout levels. The potential awards are performance-based and, therefore, completely at risk. The total number of shares that were actually earned for the entire three-year performance period under LGP 4 for Ms. Syngal was 88,510 and for Mr. Breitbard was 76,440.


for year 2 of a three-year performance period beginning in fiscal 2018 (“LGP 4”) and (c) the threshold, target and maximum amounts for year 1 of a three-year performance period beginning in fiscal 2019 (“LGP 5”) under the Company’s Long-Term Growth Program, further described in "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)". Potential payouts are based on the applicable interpolated award values between the threshold, target, and maximum payout levels. The potential awards are performance-based and, therefore, completely at risk. The total number of shares that were actually earned for the entire three-year performance period under LGP 3 for each named executive was as follows: Ms. List-Stoll (33,472), Mr. Breitbard (21,724), Ms. Gruber (15,301) and Ms. Syngal (71,141). As of the end of fiscal 2019, the total number of shares that could be earned if the target performance conditions are achieved over the entire three-year performance period under LGP 4 for each named executive is as follows: Ms. List-Stoll (51,659), Mr. Breitbard (81,058), Ms. Gruber (25,318) and Ms. Syngal (93,856). As of the end of fiscal 2019, the total number of shares that could be earned if the target performance conditions are achieved over the entire three-year performance period under LGP 5 for each named executive is as follows: Ms. List-Stoll (65,140), Mr. Breitbard (102,210), Ms. Gruber (31,924) and Ms. Syngal (118,348). Mr. Fiske, who joined the Company in June 2018, did not receive an LGP 3 grant in fiscal 2017. Mr. Peck was terminated from the Company in November 2019 and is not eligible to receive a payout under LGP 3, LGP 4 or LGP 5. Mr. Fiske was terminated from the Company in January 2020 and is not eligible to receive a payout under LGP 4 or LGP 5. Mr. Fisher did not participate in the LGP program.

(4)

(3)

The value of a stock award or option award is based on the fair value as of the grant date of such award determined pursuant to FASB ASC 718. 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 17, 202015, 2022 for the relevant assumptions used to determine the valuation of our stock and option awards. For fiscal 2019,2021, the grant date fair value of the Equity Incentive Plan Awards is based on the closing price of a share of our stock on the last day of fiscal 20192021 less future expected dividends during the vesting period, multiplied by the target number of shares that may be earned. For year 3 of LGP 3, the grant date fair value is $15.98. For year 2 of LGP 4, the grant date fair value is $15.05.$17.29. For year 1 of LGP 5,PRSU 2, the grant date fair value is $14.13.$34.91. For the total grant date fair value of awards if maximum performance conditions are achieved over the entire three-year performance period under LGP 3, LGP 4 and LGP 5,PRSU 2, see footnote 4 to the 2019“2021 Summary Compensation Table.Table.”


www.gapinc.com

Table of Contents

2019

58

2021 Outstanding Equity Awards at Fiscal Year-End

2021 Outstanding Equity Awards at Fiscal Year-End

The following table shows all outstanding equity awards held by the named executive officers at the end of fiscal 2019,2021, which ended on February 1, 2020.January 29, 2022.

 

 

Option Awards

 

Stock Awards

 

Name

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

 

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable(1)

 

 

Equity

Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

 

 

Option

Exercise

Price

($)

 

 

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock

That Have

Not Vested

(#)(2)

 

 

Market

Value of

Shares or

Units of

Stock

That Have

Not Vested

($)(3)

 

 

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares,

Units or

Other Rights

That Have

Not Vested

(#)(4)

 

 

Equity

Incentive

Plan Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other Rights

That Have

Not Vested

($)(5)

 

Sonia Syngal

 

 

3,750

 

 

 

—

 

 

 

—

 

 

$

25.09

 

 

3/12/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

—

 

 

 

—

 

 

$

36.45

 

 

3/18/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,000

 

 

 

—

 

 

 

—

 

 

$

42.20

 

 

3/17/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35,000

 

 

 

—

 

 

 

—

 

 

$

41.27

 

 

3/16/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

50,000

 

 

 

—

 

 

 

—

 

 

$

30.18

 

 

3/14/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

75,000

 

 

 

—

 

 

 

—

 

 

$

30.18

 

 

3/14/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

75,000

 

 

 

—

 

 

 

—

 

 

$

23.93

 

 

4/13/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

200,000

 

 

 

—

 

 

 

—

 

 

$

23.54

 

 

3/13/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

135,000

 

 

 

45,000

 

(a)

 

—

 

 

$

32.23

 

 

3/19/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

90,000

 

 

 

90,000

 

(b)

 

—

 

 

$

25.56

 

 

3/18/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

70,000

 

 

 

70,000

 

(c)

 

—

 

 

$

18.41

 

 

11/13/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

575,642

 

(d)

 

—

 

 

$

6.28

 

 

3/23/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

203,626

 

(e)

 

—

 

 

$

32.25

 

 

3/15/2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

88,510

 

(a)

$

1,572,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,643

 

(b)

$

277,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,500

 

(c)

$

257,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

214,968

 

(d)

$

3,819,981

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

69,160

 

(e)

$

1,228,973

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

859,872

 

(a)

$

15,279,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

245,903

 

(b)

$

4,369,696

 

Katrina O'Connell

 

 

3,200

 

 

 

—

 

 

 

—

 

 

$

36.45

 

 

3/18/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,100

 

 

 

—

 

 

 

—

 

 

$

42.20

 

 

3/17/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,000

 

 

 

—

 

 

 

—

 

 

$

41.27

 

 

3/16/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,980

 

 

 

—

 

 

 

—

 

 

$

30.18

 

 

3/14/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,000

 

 

 

—

 

 

 

—

 

 

$

30.18

 

 

3/14/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

—

 

 

 

—

 

 

$

23.54

 

 

3/13/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,500

 

 

 

4,500

 

(f)

 

—

 

 

$

32.23

 

 

3/19/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

10,000

 

(g)

 

—

 

 

$

25.56

 

 

3/18/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

159,900

 

(h)

 

—

 

 

$

6.28

 

 

3/23/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

56,563

 

(i)

 

—

 

 

$

32.25

 

 

3/15/2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,000

 

(f)

$

266,550

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

59,713

 

(g)

$

1,061,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,211

 

(h)

$

341,379

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,437

 

(i)

$

25,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

238,853

 

(a)

$

4,244,418

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

57,633

 

(b)

$

1,024,138

 

Mark Breitbard

 

 

300,000

 

 

 

—

 

 

 

—

 

 

$

25.90

 

 

5/1/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

135,000

 

 

 

45,000

 

(j)

 

—

 

 

$

32.23

 

 

3/19/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

90,000

 

 

 

90,000

 

(k)

 

—

 

 

$

25.56

 

 

3/18/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

70,000

 

 

 

70,000

 

(l)

 

—

 

 

$

19.35

 

 

12/20/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,904

 

 

 

281,425

 

(m)

 

—

 

 

$

6.28

 

 

3/23/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

62,219

 

(n)

 

—

 

 

$

32.25

 

 

3/15/2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

76,440

 

(a)

$

1,358,339

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

24,022

 

(b)

$

426,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,500

 

(j)

$

257,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

105,096

 

(k)

$

1,867,556

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

21,132

 

(l)

$

375,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

420,382

 

(a)

$

7,470,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

63,396

 

(b)

$

1,126,547

 

 Option Awards Stock Awards
NameNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)

 Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
 
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)(2)

 
Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(3)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)

 
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(5)

Robert Fisher—
—

—
—
—

—

—
—

—
Teri List-Stoll150,000
50,000
(a) 
—
24.15
1/17/2027

33,472
(a) 
582,748
6,887
(a) 
119,903
35,000
105,000
(b) 
—
32.23
3/19/2028

25,000
(b) 
435,250
23,884
(b) 
415,820
 —
110,000
(c) 
—
25.56
3/18/2029

125,000
(c) 
2,176,250
—

—
Mark
Breitbard		150,000
150,000
(d) 
—
25.90
5/1/2027

21,724
(a) 
378,215
31,831
(a) 
554,178
45,000
135,000
(e) 
—
32.23
3/19/2028

29,000
(d) 
504,890
37,476
(b) 
652,457
 —
180,000
(f) 
—
25.56
3/18/2029

75,000
(e) 
1,305,750
—

—
 —
140,000
(g) 
—
19.35
12/20/2029






—

—
Julie Gruber6,000
—

—
23.07
3/15/2020

15,301
(a) 
266,390
3,375
(a) 
58,759
6,000
—

—
21.79
3/14/2021

30,000
(f) 
522,300
11,705
(b) 
203,784
5,000
—

—
25.09
3/12/2022

28,600
(g) 
497,926
—

—
3,750
—

—
36.45
3/18/2023

—

—
—

—
3,100
—

—
42.20
3/17/2024

—

—
—

—
10,200
—

—
41.27
3/16/2025

—

—
—

—
75,000
25,000
(h) 
—
30.18
3/14/2026

—

—
—

—
30,000
30,000
(i) 
—
23.54
3/13/2027

—

—
—

—
13,750
41,250
(j) 
—
32.23
3/19/2028

—

—
—

—
—
55,000
(k) 
—
25.56
3/18/2029

—

—
—

—
Sonia Syngal3,750
—

—
25.09
3/12/2022

71,141
(a) 
1,238,565
12,514
(a) 
217,869
10,000
—

—
36.45
3/18/2023

29,000
(h) 
504,890
43,394
(b) 
755,490
30,000
—

—
42.20
3/17/2024

—

—
—

—
35,000
—

—
41.27
3/16/2025

—

—
—

—
93,750
31,250
(l) 
—
30.18
3/14/2026

—

—
—

—
56,250
18,750
(m) 
—
23.93
4/13/2026

—

—
—

—
100,000
100,000
(n) 
—
23.54
3/13/2027

—

—
—

—
 45,000
135,000
(o) 
—
32.23
3/19/2028

—

—
—

—
 —
180,000
(p) 
—
25.56
3/18/2029

—

—
—

—
 —
140,000
(q) 
—
18.41
11/13/2029

—

—
—

—


Option Awards
Stock Awards
NameNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable(1)


Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)(2)


Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(3)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(4)


Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(5)

Art Peck25,000
—

—
23.07
3/15/2020
—

—
—

—
50,000
—

—
21.79
11/15/2020
—

—
—

—
75,000
—

—
25.09
11/15/2020
—

—
—

—
80,000
—

—
36.45
11/15/2020
—

—
—

—
80,000
—

—
42.20
11/15/2020
—

—
—

—
300,000
—

—
41.19
11/15/2020
—

—
—

—
500,000
—

—
30.18
11/15/2020
—

—
—

—
600,000
—

—
23.54
11/15/2020
—

—
—

—
500,000
—

—
32.23
11/15/2020
—

—
—

—
Neil Fiske62,500
—

—
33.08
4/17/2020 —

—
—

—

 2022 Proxy Statement

Table of Contents

2021 Outstanding Equity Awards at Fiscal Year-End

59

 

 

Option Awards

 

Stock Awards

 

Name

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Exercisable

 

 

Number of

Securities

Underlying

Unexercised

Options

(#)

Unexercisable(1)

 

 

Equity

Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

 

 

Option

Exercise

Price

($)

 

 

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock

That Have

Not Vested

(#)(2)

 

 

Market

Value of

Shares or

Units of

Stock

That Have

Not Vested

($)(3)

 

 

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares,

Units or

Other Rights

That Have

Not Vested

(#)(4)

 

 

Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That Have

Not Vested

($)(5)

 

Nancy Green

 

 

20,000

 

 

 

—

 

 

 

—

 

 

$

36.45

 

 

3/18/2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

—

 

 

 

—

 

 

$

42.20

 

 

3/17/2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,000

 

 

 

—

 

 

 

—

 

 

$

41.27

 

 

3/16/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,000

 

 

 

—

 

 

 

—

 

 

$

30.18

 

 

3/14/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,000

 

 

 

—

 

 

 

—

 

 

$

30.18

 

 

3/14/2026

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,500

 

 

 

—

 

 

 

—

 

 

$

23.54

 

 

3/13/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

82,500

 

 

 

27,500

 

(o)

 

—

 

 

$

32.23

 

 

3/19/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

55,000

 

 

 

55,000

 

(p)

 

—

 

 

$

25.56

 

 

3/18/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,000

 

 

 

45,000

 

(q)

 

—

 

 

$

8.34

 

 

3/16/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,686

 

 

 

35,061

 

(r)

 

—

 

 

$

19.83

 

 

10/8/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

90,500

 

(s)

 

—

 

 

$

32.25

 

 

3/15/2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,038

 

(m)

$

444,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,109

 

(n)

$

339,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

185,912

 

(o)

$

3,303,656

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,455

 

(p)

$

256,865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,737

 

(q)

$

546,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

28,682

 

(r)

$

509,679

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,514

 

(a)

$

1,075,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

92,213

 

(b)

$

1,638,625

 

Mary Beth Laughton

 

 

87,500

 

 

 

87,500

 

(t)

 

—

 

 

$

17.20

 

 

10/28/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,000

 

 

 

36,000

 

(u)

 

—

 

 

$

8.34

 

 

3/16/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,000

 

 

 

57,000

 

(v)

 

—

 

 

$

14.64

 

 

8/10/2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

—

 

 

 

45,250

 

(w)

 

—

 

 

$

32.25

 

 

3/15/2031

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

43,750

 

(s)

$

777,438

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,233

 

(t)

$

1,034,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,334

 

(u)

$

450,185

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,368

 

(v)

$

273,089

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,511

 

(w)

$

1,004,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

46,106

 

(b)

$

819,304

 

(1)

The following footnotes set forth the vest dates for the outstanding option awards (vesting generally depends upon continued employment):

(a)

Options vest 50,000 on 1/17/2021.
(b)
Options vest 35,000 on 3/19/2020, 35,000 on 3/19/2021 and 35,000 on 3/19/2022.                
(c)
Options vest 27,500 on 3/18/2020, 27,500 on 3/18/2021, 27,500 on 3/18/2022 and 27,500 on 3/18/2023.    
(d)
Options vest 75,000 on 5/01/2020 and 75,000 on 5/01/2021.
(e)

Options vest 45,000 on 3/19/2020, 45,000 on 3/19/2021 and 45,000 on 3/19/2022.

(f)(b)

Options vest 45,000 on 3/18/2020, 45,000 on 3/18/2021, 45,000 oneach of 3/18/2022 and 45,000 on 3/18/2023.

(g)(c)

Options vest 35,000 on 12/20/2020, 35,000 on 12/20/2021, 35,000 on 12/20/each of 11/13/2022 and 35,000 on 12/20/11/13/2023.

(h)(d)

Options vest 25,000191,880 on 3/14/2020.        23/2022 and 191,881 on each of 3/23/2023 and 3/23/2024.

(i)(e)

Options vest 15,00050,906 on each of 3/13/202015/2022 and 15,0003/15/2023 and 50,907 on each of 3/13/2021.                            15/2024 and 3/15/2025.

(j)(f)

Options vest 13,750 on 3/19/2020, 13,750 on 3/19/2021, and 13,7504,500 on 3/19/2022.

(k)(g)

Options vest 13,7505,000 on 3/18/2020, 13,750 on 3/18/2021, 13,750 oneach of 3/18/2022 and 13,750 on 3/18/2023.

(l)(h)

Options vest 31.25053,300 on each of 3/14/2020.                                    23/2022, 3/23/2023 and 3/23/2024.

(m)(i)

Options vest 18,75014,140 on 4/13/2020.                                        3/15/2022 and 14,141 on each of 3/15/2023, 3/15/2024 and 3/15/2025.

(n)(j)

Options vest 50,000 on 3/13/2020 and 50,000 on 3/13/2021.                            
(o)

Options vest 45,000 on 3/19/2020, 45,000 on 3/19/2021, and 45,000 on 3/19/2022.

(p)(k)

Options vest 45,000 on 3/18/2020, 45,000 on 3/18/2021, 45,000 oneach of 3/18/2022 and 45,000 on 3/18/2023.

(q)(l)

Options vest 35,000 on 11/13/2020, 35,000 on 11/13/2021, 35,000 on 11/13/each of 12/20/2022 and 35,00012/20/2023.

(m)

Options vest 93,808 on 11/13/2023.    each of 3/23/2022 and 3/23/2023 and 93,809 on 3/23/2024.

(n)

Options vest 15,554 on 3/15/2022 and 15,555 on each of 3/15/2023, 3/15/2024 and 3/15/2025.

(o)

Options vest 27,500 on 3/19/2022.

(p)

Options vest 27,500 on each of 3/18/2022 and 3/18/2023.

(q)

Options vest 15,000 on each of 3/16/2022, 3/16/2023 and 3/16/2024.

(r)

Options vest 11,687 on each of 10/8/2022, 10/8/2023 and 10/8/2024.

(s)

Options vest 22,625 on each of 3/15/2022, 3/15/2023, 3/15/2024 and 3/15/2025.

(t)

Options vest 43,750 on each of 10/28/2022 and 10/28/2023.

(u)

Options vest 12,000 on each of 3/16/2022, 3/16/2023 and 3/16/2024.

www.gapinc.com

Table of Contents

60

2021 Outstanding Equity Awards at Fiscal Year-End

(2)(v)

Options vest 19,000 on each of 8/10/2022, 8/10/2023 and 8/10/2024.

(w)

Options vest 11,312 on 3/15/2022, 11,312 on 3/15/2023, 11,313 on 3/15/2024 and 11,313 on 3/15/2025.

(2)

The following footnotes set forth the vest dates for the outstanding stockoption awards (vesting generally depends upon continued employment):

(a)

Represents the number of shares earned under the Company’sCompany's Long-Term Growth Program (described in "Compensation“Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-TermOutstanding Long-Term Growth Program)"Plan (LGP) Grants”) with respect to year 1 (fiscal 2017)2019), year 2 (fiscal 2018)2020) and year 3 (fiscal 2019)2021) of a three-year performance period (“("LGP 3”4"). Half of the award earned vested on the date the Company’sCompany's Compensation and Management Development Committee certified attainment (March 16, 2020)14, 2022), and the remainder will vest on the anniversary of such certification date, contingent on continued service with the Company.

(b)

Award vests 25,000 on 1/17/2021.
(c)
Award vests 62,500 on 3/19/2020 and 62,500 on 3/19/2021.
(d)
Award vests 14,500 on 12/20/2021 and 14,500 on 12/20/2022.
(e)
Award vests 37,500 on 5/01/2020 and 37,500 on 5/01/2021.
(f)
Award vests 15,000 on 3/18/2021 and 15,000 on 3/18/2022.
(g)
Award vests 14,300 on 8/13/2021 and 14,300 on 8/13/2022.
(h)
Award vests 14,500 on 11/13/2021 and 14,500 on 11/13/2022.
(3)

Represents the number of stock awards multiplied by the closing price of our common stock as of February 1, 2020 ($17.41).

(4)
(a)    Represents an estimateone-half of the number of shares that may be earned under the Company’sCompany's Long-Term Growth Program (described in "Compensation“Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-TermOutstanding Long-Term Growth Program)"Plan (LGP) Grants”) with respect to year 1 (fiscal 2018), year 2 (fiscal 2019) and year 3 (fiscal 2020) of a three-year performance period (“("LGP 4”3") which the Company's Compensation and Management Development Committee certified attainment of on March 15, 2021. The first half of the certified shares vested on the March 15, 2021 certification date with the remainder vesting on March 15, 2022, the anniversary of such certification date, contingent on continued service with the Company.

(c)

Award vests 14,500 on 11/13/2022.

(d)

Award vests 71,656 on each of 3/23/2022, 3/23/2023 and 3/23/2024.

(e)

Award vests 17,290 on each of 3/15/2022, 3/15/2023, 3/15/2024 and 3/15/2025.

(f)

Award vests 15,000 on 8/13/2022.

(g)

Award vests 19,904 on each of 3/23/2022 and 3/23/2023 and 19,905 on 3/23/2024.

(h)

Award vests 4,802 on 3/15/2022 and 4,803 on each of 3/15/2023, 3/15/2024 and 3/15/2025.

(i)

Award vests 718 on 3/15/2023 and 719 on 3/15/2024.

(j)

Award vests 14,500 on 12/20/2022.

(k)

Award vests 35,032 on 3/23/2022, 35,032 on 3/23/2023 and 35,032 on 3/23/2024.

(l)

Award vests 5,283 on each of 3/15/2022, 3/15/2023, 3/15/2024 and 3/15/2025.

(m)

Award vests 25,038 on 3/18/2022.

(n)

Award vests 19,109 on 7/15/2022.

(o)

Award vests 88,623 on 3/16/2022 and 97,289 on 3/16/2023.

(p)

Award vests 4,369 on 10/8/2022 and 5,043 on each of 10/8/2023 and 10/8/2024.

(q)

Award vests 7,684 on each of 3/15/2022, 3/15/2023 and 3/15/2024 and 7,685 on 3/15/2025.

(r)

Award vests 14,341 on each of 3/15/2023 and 3/15/2024.

(s)

Award vests 21,875 on each of 10/28/2022 and 10/28/2023.

(t)

Award vests 29,116 on 3/16/2022 and 29,117 on 3/16/2023.

(u)

Award vests 12,667 on each of 8/10/2022 and 8/10/2023.

(v)

Award vests 3,842 on each of 3/15/2022, 3/15/2023, 3/15/2024 and 3/15/2025.

(w)

Award vests 28,255 on 3/15/2023 and 28,256 on 3/15/2024.

(3)

Represents the number of stock awards multiplied by the closing price of our common stock as of January 29, 2022 ($17.77).

(4)

(a)

Represents an estimate of the number of shares that may be earned under the Company’s Performance Restricted Stock Unit Program (described in "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—PRSU Program") with respect to a two-and-a-half-year performance period (“PRSU 1”), based on a combination of actual and assumed performance as required by SEC disclosure rules. Half of any award earned will vest on the date the Company’s Compensation and Management Development Committee certifies attainment in 2021,2023, and the remainder will vest on the first anniversary of such certification date, contingent on continued service with the Company.

(b)

Represents an estimate of the number of shares that may be earned under the Company’s Long-Term GrowthPerformance Restricted Stock Unit Program (described in "Compensation"Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)PRSU Program") with respect to year 1 (fiscal 2019), year 2 (fiscal 2020) and year 3 (fiscal 2021) of a three-year performance period (“LGP 5”PRSU 2”), based on a combination of actual and assumed performance as required by SEC disclosure rules. Half of any award earned will vest on the date the Company’s Compensation and Management Development Committee certifies attainment in 2022,2024, and the remainder will vest on the first anniversary of such certification date, contingent on continued service with the Company.

(5)

Represents the number of stock awards multiplied by the closing price of our common stock as of February 1, 2020January 29, 2022 ($17.41)17.77).


 2022 Proxy Statement

Table of Contents

2019

2021 Option Exercises and Stock Vested

61

2021 Option Exercises and Stock Vested

The following table shows all stock options exercised and the value realized upon exercise, and all stock awards vested and the value realized upon vesting, by the named executive officers during fiscal 2019,2021, which ended on February 1, 2020.January 29, 2022.

 

 

Option Awards

 

 

Stock Awards(1)

 

Name

 

Number

of Shares

Acquired on

Exercise

(#)

 

 

Value

Realized

on

Exercise

($)(2)

 

 

Number of

Shares

Acquired

on

Vesting

(#)

 

 

Value

Realized

on

Vesting

($)(3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sonia Syngal

 

 

191,880

 

 

 

4,779,714

 

 

 

137,369

 

 

 

3,969,790

 

Katrina O'Connell

 

 

53,300

 

 

 

1,264,276

 

 

 

44,411

 

 

 

1,282,696

 

Mark Breitbard

 

 

46,904

 

 

 

1,367,563

 

 

 

121,914

 

 

 

3,572,706

 

Nancy Green

 

 

—

 

 

 

—

 

 

 

101,379

 

(4)

 

2,907,402

 

Mary Beth Laughton

 

 

—

 

 

 

—

 

 

 

34,541

 

 

 

885,903

 

 Option Awards 
Stock Awards(1)
NameNumber of
Shares
Acquired on
Exercise
(#)
Value
Realized on
Exercise
($)
 Number of
Shares
Acquired on
Vesting
(#)
 Value
Realized on
Vesting
($)
Robert Fisher—
—
 8,903
(2) 
159,987
Teri List-Stoll—
—
 25,000
 463,250
Mark Breitbard—
—
 37,500
 964,875
Julie Gruber—
—
 18,043
 460,779
Sonia Syngal—
—
 40,427
 1,034,776
Art Peck—
—
 127,692
 3,270,790
Neil Fiske—
—
 32,500
 588,250

(1)

The amounts reflected include performance awards that vested during fiscal 2019, or, in the case of Mr. Fisher, the value of his fully vested deferred stock units2021.

(2)

Value realized on exercise is based on the datesale price upon exercise minus the exercise price (the grant price).

(3)

Value realized on vesting is based on the number of grant.RSUs and PSUs multiplied by the closing price of our common stock on the vesting date.

(4)

Includes shares withheld for taxes on stock awards for which Ms. Green became retirement eligible in fiscal 2021. See “2021 Potential Payments Upon Termination—Death, Disability or Retirement.”

(2)

These shares have not been issued to Mr. Fisher. They represent the stock units earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.

www.gapinc.com

Table of Contents


62

2021 Nonqualified Deferred Compensation

2019

2021 Nonqualified Deferred Compensation

The table below provides information on the nonqualified deferred compensation activity for the named executive officers in fiscal 2019,2021, which ended on February 1, 2020.January 29, 2022.

Name

 

Plan

 

Executive

Contribution

in Fiscal

2021

($)(1)

 

 

Registrant

Contributions

in Fiscal

2021

($)(2)

 

 

Aggregate

Earnings

in Fiscal

2021

($)(3)

 

 

Aggregate

Withdrawals/

Distributions

in Fiscal

2021

($)

 

 

Aggregate

Balance

at Fiscal

2021

Year-End

($)(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sonia Syngal

 

Deferred Compensation Plan

 

 

48,000

 

 

 

40,400

 

 

 

46,185

 

 

 

—

 

 

 

992,376

 

Katrina O'Connell

 

Deferred Compensation Plan

 

 

267,589

 

 

 

20,650

 

 

 

59,702

 

 

 

—

 

 

 

803,115

 

Mark Breitbard

 

Deferred Compensation Plan

 

 

33,000

 

 

 

32,400

 

 

 

8,450

 

 

 

—

 

 

 

294,604

 

Nancy Green

 

Deferred Compensation Plan

 

 

44,000

 

 

 

32,400

 

 

 

44,238

 

 

 

—

 

 

 

460,177

 

Mary Beth Laughton

 

Deferred Compensation Plan

 

 

25,552

 

 

 

22,115

 

 

 

(1,592

)

 

 

—

 

 

 

93,818

 

NamePlan
Executive
Contribution
in Fiscal
2019
($)(2)

Registrant
Contributions
in Fiscal
2019
($)(3)

Aggregate
Earnings
in Fiscal
2019
($)(4)

Aggregate
Withdrawals/
Distributions
in Fiscal
2019
($)
Aggregate
Balance
at Fiscal
2019
Year-End
($)(5)

Robert Fisher(1)
2016 Equity Incentive Plan159,987
—
(4,986)—
155,001

Deferred Compensation Plan—
—
14,387
—
14,387
Teri List-StollDeferred Compensation Plan83,728
25,800
38,933
—
148,461
Mark BreitbardDeferred Compensation Plan37,269
26,800
9,716
—
73,785
Julie GruberDeferred Compensation Plan85,219
16,077
53,798
—
155,094
Sonia SyngalDeferred Compensation Plan44,000
32,800
83,273
—
160,073
Art PeckDeferred Compensation Plan51,269
—
1,732,621
—
1,783,890
Neil FiskeDeferred Compensation Plan27,404
26,800
1,973
—
56,177

(1)

Includes Mr. Fisher’s fully vested deferred stock units that he was granted in connection with serving on the Board of Directors.
(2)

These amounts are included in the “Salary” column of the 2019 Summary Compensation Table. In the case of Mr. Fisher’s stock units, represents the value of such units based on the closing share price of the Company’s common stock on the NYSE on date of grant, which is included in the "Value Realized on Vesting" column of the 2019 Option Exercises and Stock Vested table.

(2)

(3)

Footnote 9 to the 2019 Summary Compensation Table shows matching contributions under the Company’s Deferred Compensation Plan (“DCP”) for base salary deferrals representing the excess of the participant’s base pay over the current IRS qualified plan limit ($280,000290,000 for calendar year 2019)2021), which are matched at up to 4%, the same rate as is in effect under the Company’s 401(k) plan.

(3)

(4)

These amounts include earnings and dividends, if any, and in the case of Mr. Fisher’s stock units, any decrease in value based on the difference between the closing price of our common stock on the date of grant and the closing price of our common stock as of February 1, 2020 ($17.41).dividends. In fiscal 2019,2021, no above-market or preferential interest rate options were available on notional investments in the DCP.

(4)

(5)

A portion of these amounts were previously reported as deferred compensation in the Summary Compensation Table in the Proxy Statements for prior Annual Meetings as follows: Mr. FisherMs. Syngal ($101,750)355,812), Ms. List-StollO’Connell ($222,708)36,663), Mr. Breitbard ($58,423),181,963) and Ms. SyngalGreen ($164,797), Mr. Peck ($4,260,023) and Mr. Fiske ($2,192). In the case of Mr. Fisher’s stock units, represents the value of such units based on the closing price of our common stock as of February 1, 2020 ($17.41)62,239).

The DCPCompany’s Deferred Compensation Plan (“DCP”) allows eligible employees to defer up to 75% of their salary and 90% of their bonuses (or such other percentages determined by the Company) on a pre-tax basis. Additional amounts are credited annually to participants' accounts in the form of Company matching contributions of up to a specified percentage of the eligible compensation deferred each year by participants. Contributions credited to a participant's account are credited or debited with notional investment gains and losses, as well as appreciation and depreciation equal to the experience of selected investment funds offered under the DCP and elected by the participant. Deferred compensation is payable upon a participant's termination of employment, death, or on a date or dates selected by the participant in accordance with the terms of the DCP. Deferred compensation is generally payable in the form of a lump sum distribution or installments at the election of the participant and subject to exceptions in the case of death or termination of employment prior to age 50. Participants or, in the case of the participant's death, their beneficiaries, may not sell, transfer, anticipate, assign, hypothecate or otherwise dispose of any right or interest in the DCP. A participant may designate one or more beneficiaries to receive any portion of his or her deferred compensation payable in the event of the participant's death. The Company also reserves the right to amend the DCP at any time, or to terminate the DCP in accordance with the restrictions under Section 409A of the Internal Revenue Code.

 2022 Proxy Statement

Mr. Fisher was granted fully vested deferred stock units in connection with serving on the Board

Table of Directors. See "Contents

2021 CEO Pay Ratio

63

Compensation of Directors—Equity Compensation" for more information.


20192021 CEO Pay Ratio

Gap Inc. is one of the largest retailers in the United States. While our employees work in a variety of roles and settings, the majority of our employees work in stores. Our store workforce consists largely of part-time, hourly employees who weave their part-time schedule together with other life commitments, such as education or family responsibilities.

Equal pay for equal work is a core value at Gap Inc. Our co-founders Don and Doris Fisher each contributed equal amounts of money to open the first Gap store on Ocean Avenue in San Francisco. They continued to run the business as equals and established a culture of equality that continues to inspire us today. Our commitment to equality began with our co-founders and continues to be a cornerstone of our company. In 2014, we were the first Fortune 500 company to announce that we strive to pay employees equally for equal work. We continue to conduct annual pay equity assessments that are periodically validated by a third party in order to ensure wehelp us target and maintain pay equity across our workforce.

For fiscal year 2019,2021, using the methodology described below, we determined that the employee with the median annual total compensation of our employees (the “median employee”) was a part-time sales associate located in JapanCanada and the employee's total compensation in fiscal year 20192021 was $6,177. We$7,348. This employee did not work the full year and we did not annualize employeethe employee’s compensation. The combined annual reported compensation of our former CEO and our interim CEO for that same period was $9,622,666.$18,260,915. Accordingly, the ratio of the median employee pay to combined former CEO and interimour CEO pay for 20192021 is 1 to 1,558,2,485, which was calculated in compliance with the requirements set forth in Item 402(u) of SEC Regulation S-K.

To identify the median employee and determine the annual total compensation of the median employee, we used the following methodology:

1.

1.

As of February 1, 2020,January 29, 2022, our employee population, prior to excluding any non-U.S. employees, consisted of approximately 129,01796,832 employees. As permitted by the SEC rules, we excluded 6,1094,363 employees from the following countries: Bangladesh 28,27, Cambodia 13,14, China 1,289, El Salvador 1, France 646, Guatemala 7, Hong Kong 478, India 863,1,029, Indonesia 19, Ireland 120, Italy 324,Israel 29, Mexico 1,170,775, Pakistan 4, Singapore 1,5, Sri Lanka 9,10, Taiwan 325, Turkey 11,13, United Kingdom 2,772,236, and Vietnam 121.106. In the aggregate, the total number of excluded employees equaled 4.74%4.5% of the total employee population, resulting in a total U.S. and non-U.S. employee population of approximately 122,90892,469 that was used for our calculation.


2.

2.

For the non-excluded employees, we used total gross earnings paid, obtained from local payroll data, for the fiscal year ending February 1, 2020January 29, 2021 as a consistently applied measure to determine our "median employee". We did not annualize employee compensation. Because there was more than one "median employee" based on total gross earnings paid, we selected an individual we determined to be reasonably representative of our median employee and who did not have any unusual or nonstandard compensation items.


3.

3.

We calculated the total compensation elements for the former CEO, interim CEO and median employee for fiscal 20192021 in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K. For the purposes of this disclosure, we applied a Japanese Yen (“JPY”)Canadian dollar to U.S. dollarsdollar exchange rate using the monthly averagemonth end rates of exchange that approximate those in effect during the period in which the compensation elements were paid in Japanese currency.Canadian dollars.


www.gapinc.com

Table of Contents

2019

64

2021 Potential Payments Upon Termination

2021 Potential Payments Upon Termination

POST-TERMINATION BENEFITS

Post-Termination Benefits

The Company has entered into agreements with Ms. List-Stoll,Syngal, Ms. O'Connell, Mr. Breitbard, Ms. Gruber,Green and Ms. Syngal and Mr. Peck in 2017, and Mr. Fiske in 2018, whichLaughton that provide eligibility for post-termination benefits in the case of involuntary termination without cause. The Company has not entered into such an agreement with Mr. Fisher.

These agreements provide that, if the executive is involuntarily terminated without cause (as specified in each respective agreement) prior to July 1, 2020,June 30, 2024, the executive is eligible to receive (in exchange for a release of claims) the following:

i.

i.

The executive’s then-current salary for eighteen months (the “post-termination period”). Post-termination period payments will cease if the executive accepts other employment or has a professional relationship with another company primarily engaged in the apparel design or apparel retail business or any retailer with apparel sales in excess of $500 million annually, or if the executive breaches his or her obligations to the Company (e.g., duty to protect confidential information, agreement not to solicit Company employees). Post-termination period payments will be reduced by any compensation the executive receives during the post-termination period from other employment or professional relationship with a non-competitor.

ii.

ii.

Should the executive elect to continue health coverage through COBRA, reimbursement for a portion of the COBRA premium during the period in which the executive is receiving payments under paragraph (i) above.

iii.

iii.

During the period in which the executive is receiving payments under paragraph (i) above, reimbursement for his or her costs to maintain the financial counseling program the Company provides to senior executives.

iv.

iv.

A prorated bonus for the fiscal year in which termination occurs if the executive worked at least 3 months of the fiscal year, which will be earned based on actual financial results and assuming a 100% standard for any non-financial component. In the event termination occurs after the end of the fiscal year but before the date of bonus payments, such bonus for the preceding fiscal year will be paid pursuant to the terms of the bonus plan.

v.

v.

Accelerated vesting (but not settlement) of restricted stock units and performance shares or units that remain subject only to time vesting conditions that are scheduled to vest prior to April 1 following the fiscal year of termination.

The following table shows the amounts that each executive would have been eligible to receive under the agreements described above assuming that they had been terminated without cause on February 1, 2020,January 29, 2022, the last day of our 20192021 fiscal year.

 

 

Potential Post-Termination Payment Eligibility

 

Description

 

Ms. Syngal

 

 

Ms. O'Connell

 

 

Mr. Breitbard

 

 

Ms. Green

 

 

Ms. Laughton

 

Cash Payments related to salary(1)

 

$

1,950,000

 

 

$

1,237,500

 

 

$

1,650,000

 

 

$

1,650,000

 

 

$

1,350,000

 

Cash Payments related to bonus(2)

 

$

2,793,796

 

 

$

1,000,736

 

 

$

2,120,705

 

 

$

2,107,266

 

 

$

1,686,067

 

Health Benefits

 

$

32,466

 

 

$

30,493

 

 

$

32,466

 

 

$

32,466

 

 

$

19,084

 

Financial Counseling

 

$

22,950

 

 

$

22,950

 

 

$

22,950

 

 

$

22,950

 

 

$

22,950

 

Stock Award Vesting Acceleration(3)

 

$

1,858,547

 

 

$

439,026

 

 

$

1,143,268

 

 

$

4,481,558

 

 

$

585,664

 

Total

 

$

6,657,759

 

 

$

2,730,705

 

 

$

4,969,389

 

 

$

8,294,240

 

 

$

3,663,765

 

 Potential Post-Termination Payment Eligibility
Description
Mr. Fisher(3)

Ms. List-Stoll
Mr. Breitbard
Ms. Gruber
Ms. Syngal
Cash Payments     
related to salary(1)

$—

$1,387,500

$1,425,000

$1,050,000

$1,650,000
Cash Payments     
related to bonus—
—
—
—
—
Health Benefits—
20,830
30,423
30,398
30,423
Financial Counseling—
22,950
24,614
22,950
22,950
Stock Award Vesting     
Acceleration382,987
1,379,499
189,107
273,233
1,141,330
Total382,987
2,810,779
1,669,144
1,376,581
2,844,703

(1)

Payments represent salary continuation for 18 months. The amounts do not include the deferred compensation these executives would also be entitled to receive upon termination, as described above in "2019"2021 Nonqualified Deferred Compensation"Compensation."

(2)

These shares

Payments represent the stock unitsfiscal 2021 bonus that was earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Followingeach executive.

(3)

Reflects the deferral period, shares in an amount equal in value of unvested stock awards that would have become vested pursuant to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.


POST-TERMINATION PAYMENTS
Mr. Peck was terminated without cause from the position of President & CEO, Gap Inc. in November 2019 and Mr. Fiske was terminated without cause from the position of President & CEO, Gap in January 2020. As a result of Mr. Peck’s and Mr. Fiske's termination, each became eligible to receive post-termination benefits under their respective agreements.
The following table shows the amounts that Mr. Peck and Mr. Fiske are eligible to receive in connection with their terminations in 2019:

2019 Post-Termination Payments
DescriptionMr. Peck
Mr. Fiske
Cash Payments related to salary(1)

$2,325,000

$1,425,000
Cash Payments related to bonus(2)
—
—
Health Benefits21,851
28,474
Financial Counseling22,950
22,950
Stock Award Vesting Acceleration(3)
1,380,491
—
Total3,750,292
1,476,424
(1)
Payments represent salary continuation for 18 months. Actual amounts received may be less if the post-termination period payments are discontinued for one of the reasons specified in the agreements with Mr. Peck and Mr. Fiske. The amounts do not include the deferred compensation these executives would also be entitled to receive upon termination, as described above in "2019 Nonqualified Deferred Compensation".
(2)
Neither Mr. Peck nor Mr. Fiske were eligible for a fiscal 2019 bonus.
(3)
Representsassuming an involuntary termination without cause on January 29, 2022, based on the number of restricted stock units Mr. Peck received multiplied by thelast closing price of our common stock as of November 15, 2019 ($17.74),that date, which was $17.77. For Ms. Green, also reflects the date Mr. Peck ceased to be a Company employee.value of unvested stock awards for which she was retirement-eligible as of January 29, 2022 (see “2021 Potential Payments on Termination—Death, Disability and Retirement”) and which would have become vested assuming an involuntary termination without cause on that date.

ACCELERATION OF EQUITY UPON CHANGE IN CONTROL

 2022 Proxy Statement

Table of Contents

2021 Potential Payments Upon Termination

65

Acceleration of Equity Upon Change in Control

Under the 2016 Long-Term Incentive Plan, in the event of a change in control, any acquiror may assume or substitute outstanding awards with substantially equivalent awards of the acquiror's stock. Except as set forth in an award agreement, outstanding awards which are neither assumed nor substituted by the acquiror in the change in control become fully vested immediately prior to the change in control. The table below shows the value of all unvested options and unvested stock awards that would have become vested in the event of a change in control on February 1, 2020,January 29, 2022, the last day of our 20192021 fiscal year, in the event that awards were not assumed or substituted as described above.

Description

 

Ms. Syngal

 

 

Ms. O'Connell

 

 

Mr. Breitbard

 

 

Ms. Green

 

 

Ms. Laughton

 

Stock Option Vesting Acceleration(1)

 

$

6,614,127

 

 

$

1,837,251

 

 

$

3,233,573

 

 

$

424,350

 

 

$

567,765

 

Stock Award Vesting Acceleration(2)

 

$

26,807,040

 

 

$

6,963,121

 

 

$

12,882,681

 

 

$

8,114,848

 

 

$

4,359,017

 

Total

 

$

33,421,167

 

 

$

8,800,372

 

 

$

16,116,254

 

 

$

8,539,198

 

 

$

4,926,782

 

Description
Mr. Fisher(3)

Ms. List-Stoll
Mr. Breitbard
Ms. Gruber
Ms. Syngal
Stock Option Vesting     
Acceleration(1)
$—
$—
$—
$—
$—
Stock Award Vesting     
Acceleration(2)
382,987
5,227,718
5,379,551
2,423,246
5,959,983
Total382,987
5,227,718
5,379,551
2,423,246
5,959,983

(1)

Reflects the value of all unvested stock options that would have become vested assuming a change in control on February 1, 2020January 29, 2022 in which awards were not assumed or substituted as described above, based on the difference between the option exercise price and $17.41$17.77 per share, the last closing price of our common stock as of that date.

(2)

Reflects the value of all unvested stock awards that would have become vested assuming a change in control on February 1, 2020January 29, 2022 in which awards were not assumed or substituted as described above, based on the last closing price of our common stock as of that date, which was $17.41.$17.77. For Ms. List-StollSyngal and Mr. Breitbard amounts include one half the number of shares earned under LGP 3 and the number of shares earned under LGP for the 2017-2019 three-year performance period, and4. For all named executive officers, amounts include the target number of shares that could be earned for the following three-year performance periods: 2018–2020under PRSU 1 and 2019–2021. For Ms. Gruber and Ms. Syngal amounts include one-half of the number of shares earned under the Company's Long-Term Growth Program (LGP) for the following three-year performance period: 2016–2018, the number of shares earned under the LGP for the 2017–2019 three-year performance period, and the target number of shares that could be earned for the following three-year performance periods: 2018–2020 and 2019–2021. Mr. Fiske who was terminated in January 2020, is not eligible to receive a payout under the LGP.PRSU 2.

(3)

These shares represent the stock units earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.

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66

2021 Potential Payments Upon Termination

DEATH, DISABILITY OR RETIREMENT

Death, Disability or Retirement

Each of our named executive officers other than Mr. Fisher, is generally entitled to the following additional death, disability or retirement benefits:

i.

i.

Executive supplemental long-term disability insurance, which increases income replacement to 50% of base salary up to a maximum payment of $25,000 per month.

ii.

ii.

Life insurance, provided to employees at the Director level and above, which provides coverage of three times base salary up to a maximum of $2 million.

iii.

iii.

Upon retirement, our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least a year and, for performance shares, for which the performance period has been completed. For these purposes, “Retirement” means Employee’s Termination of Service for any reason (other than due to Employee’s misconduct as determined by the Company in its sole discretion) after Employee has attained age 60 and completed at least five years of continuous service as an employee of the Company or an Affiliate. Ms. Green reached retirement age in December 2021. As a result, certain eligible grants were subject to accelerated vesting. Other than Ms. Green, none of our named executive officers was eligible for retirement-based accelerated vesting as of January 29, 2022, the last day of our 2021 fiscal year.

iv.

iv.

Upon death (and, in the case of stock options, termination on account of disability), our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least a year and, for performance shares, for which the performance period has been completed. The table below shows the value of all unvested options and unvested stock awards that would have become vested in the event of the named executive’s death (and, in the case of stock options, termination on account of disability) on February 1, 2020, the last day of our 2019 fiscal year.

The table below shows the value of all unvested stock options and unvested stock awards that would have become vested in the event of the named executive officer’s death (and, in the case of stock options, termination on account of disability) or, in the case of Ms. Green, also in the event of her retirement, on January 29, 2022, the last day of our 2021 fiscal year.

Description

Ms. Syngal

Ms. O'Connell

 

 

Mr. Breitbard

 

 

Ms. Green

 

 

Ms. Laughton

 

Stock Option Vesting Acceleration(1)

 

$

6,614,127

 

 

$

1,837,251

 

 

$

3,233,573

 

 

$

424,350

 

 

$

567,765

 

Stock Award Vesting Acceleration(2)

 

$

4,355,622

 

 

$

1,327,650

 

 

$

2,552,092

 

 

$

4,345,014

 

 

$

2,262,423

 

Total

 

$

10,969,749

 

 

$

3,164,901

 

 

$

5,785,665

 

 

$

4,769,364

 

 

$

2,830,188

 

Description
Mr. Fisher(3)

Ms. List-Stoll
Mr. Breitbard
Ms. Gruber
Ms. Syngal
Stock Option Vesting     
Acceleration(1)
$—
$—
$—
$—
$—
Stock Award Vesting     
Acceleration(2)
382,987
3,194,248
$1,683,965
$928,728
$1,760,612
Total382,987
3,194,248
1,683,965
928,728
1,760,612

(1)

Reflects the value of all unvested stock options that would have become vested assuming the named executive officersofficer had died (or terminated on account of disability) or, in the case of Ms. Green, retired, on February 1, 2020,January 29, 2022, based on the difference between the option exercise price and the last closing price of our common stock as of that date ($17.41)17.77).

(2)

Reflects the value of all unvested stock awards that would have become vested assuming the named executive officersofficer had died or, in the case of Ms. Green, retired, on February 1, 2020,January 29, 2022, based on the last closing price of our common stock as of that date ($17.41)17.77).

(3)

These shares represent the stock units earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.

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Equity Compensation Plan Information

67

Equity Compensation Plan Information

The following table provides information as of February 1, 2020January 29, 2022 about shares of our common stock which may be issued upon the exercise of options, warrants and rights granted to employees, consultants or members of our Board of Directors under all of our equity compensation plans, including the 2016 Long-Term Incentive Plan and the Employee Stock Purchase Plan.

 

 

Equity Plan Summary

 

 

 

Column (A)

 

 

Column (B)

 

 

Column (C)

 

Plan Category

 

Number of

Securities

to be Issued

Upon Exercise

of Outstanding

Options,

Warrants and

Rights (#)

 

 

Weighted-

Average

Exercise

Price of

Outstanding

Options,

Warrants

and Rights

($)

 

 

Number of

Securities

Remaining

Available

for Future

Issuance

Under Equity

Compensation

Plans (#)

(Excluding

Securities

Reflected in

Column (A))

 

Equity Compensation Plans

Approved by Security Holders(1)

 

31,033,490

(2)

 

$21.17

 

 

62,759,577

(3)

Equity Compensation Plans Not

Approved by Security Holders

 

 

—

 

 

 

—

 

 

 

—

 

Total

 

31,033,490

 

 

$21.17

 

 

62,759,577

 

 Equity Plan Summary 
 Column (A) Column (B)Column (C) 
Plan CategoryNumber of
Securities to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights (#)
 Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
($)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans (#)
(Excluding Securities
Reflected in Column (A))
 
Equity Compensation Plans     
Approved by Security     
Holders(1)
21,330,373
(2) 

$28.26
53,804,195
(3) 
Equity Compensation Plan     
Not Approved by Security     
Holders—
 —
—
 
Total21,330,373
 
$28.26
53,804,195
 

(1)

These plans consist of our 2016 Long-Term Incentive Plan (the “2016 Plan”) and Employee Stock Purchase Plan (the “ESPP”).

(2)

This number excludes 489,806527,636 shares that were issued at the end of the most recent ESPP purchase period, which began on December 1, 2019 and ended on2021 to February 28, 2020,2022, after the end of our 20192021 fiscal year. This number includes the number of shares that could be earned under the Company’s Long-Term GrowthCompany's Performance Restricted Stock Unit Program (described in "Compensation"Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)"PRSU Program”) if the maximum performance conditions were achieved over the entire three-yearapplicable performance periods.

(3)

This number includes 5,754,69914,919,023 shares that were available for future issuance under the ESPP at the end of our 20192021 fiscal year, including the 489,806527,636 shares described in footnote 2 above. The number shown also reflects the deduction of three shares from the Company’sCompany's share reserve for every one stock award granted prior to May 17, 2011 and the deduction of two shares from the Company’sCompany's share reserve for every one stock award granted on or after May 17, 2011, pursuant to the terms of the 2016 Plan.


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BENEFICIAL OWNERSHIP

68

Beneficial Ownership of Shares

OF SHARES

Beneficial Ownership of Shares

Beneficial Ownership Table

The following table sets forth certain information as of March 23, 202014, 2022 to indicate beneficial ownership of our common stock by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock, (ii) each director and director nominee and each executive officer and former executive officer named in the “20192021 Summary Compensation Table” of this Proxy Statement, and (iii) all of our current directors and executive officers as a group. Unless otherwise indicated, beneficial ownership is direct and the person indicated has sole voting and investment power. Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Unless otherwise indicated, the address for each listed beneficial owner is: c/o Gap Inc., 2Two Folsom Street, San Francisco, CACalifornia 94105.

 

 

Shares Beneficially Owned

 

 

 

Name of Beneficial Owner

 

Common

Stock

 

 

Awards

Vesting

Within

60 Days(1)

 

 

Total

 

 

% of

Class(2)

Directors, Director Nominees and Named Executive Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mark Breitbard

 

 

78,898

 

 

 

905,603

 

 

 

984,501

 

 

*

Elisabeth B. Donohue

 

 

—

 

 

 

6,666

 

 

 

6,666

 

 

*

John J. Fisher(3)

 

 

68,571,692

 

 

 

24,083

 

 

 

68,595,775

 

 

18.55%

Robert J. Fisher(4)

 

 

45,189,271

 

 

 

27,305

 

 

 

45,216,576

 

 

12.23%

William S. Fisher(5)

 

 

46,609,654

 

 

 

27,305

 

 

 

46,636,959

 

 

12.61%

Tracy Gardner

 

 

24,426

 

 

 

27,305

 

 

 

51,731

 

 

*

Nancy Green

 

 

112,877

 

 

 

535,656

 

 

 

648,533

 

 

*

Kathryn Hall(6)

 

 

3,389,284

 

 

 

—

 

 

 

3,389,284

 

 

*

Mary Beth Laughton

 

 

9,937

 

 

 

174,770

 

 

 

184,707

 

 

*

Bob L. Martin

 

 

158,161

 

 

 

124,751

 

 

 

282,912

 

 

*

Amy Miles

 

 

—

 

 

 

35,365

 

 

 

35,365

 

 

*

Jorge P. Montoya

 

 

50,646

 

 

 

27,305

 

 

 

77,951

 

 

*

Katrina O'Connell

 

 

7,563

 

 

 

190,426

 

 

 

197,989

 

 

*

Chris O'Neill

 

 

5,458

 

 

 

29,523

 

 

 

34,981

 

 

*

Mayo A. Shattuck III

 

 

125,727

 

 

 

27,305

 

 

 

153,032

 

 

*

Salaam Coleman Smith

 

 

—

 

 

 

7,013

 

 

 

7,013

 

 

*

Sonia Syngal

 

 

60,721

 

 

 

1,207,375

 

 

 

1,268,096

 

 

*

All directors and executive officers, as a group (21 persons)(7)

 

 

152,403,759

 

 

 

4,116,849

 

 

 

156,520,607

 

 

44.19%

Certain Other Beneficial Holders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dodge & Cox(8)

 

 

38,381,878

 

 

 

—

 

 

 

38,381,878

 

 

10.3%

Doris F. Fisher(9)

 

 

19,717,946

 

 

 

—

 

 

 

19,717,946

 

 

5.33%

The Vanguard Group(10)

 

 

27,695,377

 

 

 

—

 

 

 

27,695,377

 

 

7.42%

JPMorgan Investment Management, Inc.(11)

 

 

35,121,779

 

 

 

—

 

 

 

35,121,779

 

 

9.4%

 Shares Beneficially Owned 
Name of Beneficial OwnerCommon
Stock
Awards
Vesting
Within
60 Days(1)

Total
% of
Class(2)

Directors and Named Executive Officers    
Amy Bohutinsky—
12,081
12,081
*
Mark Breitbard48,565
397,500
446,065
*
John J. Fisher(3)
65,086,872
12,081
65,098,953
17.5%
Robert J. Fisher(4)
46,385,596
21,998
46,407,594
12.5%
William S. Fisher(5)
55,752,385
21,998
55,774,383
15.0%
Neil Fiske(6)
—
62,500
62,500
*
Tracy Gardner10,537
21,998
32,535
*
Isabella D. Goren23,171
21,998
45,169
*
Julie Gruber40,876
214,300
255,176
*
Teri List-Stoll97,014
247,500
344,514
*
Bob L. Martin51,700
21,998
73,698
*
Amy Miles(7)
—
27,164
27,164
*
Jorge P. Montoya39,881
21,998
61,879
*
Chris O'Neill—
16,443
16,443
*
Art Peck(8)
295,856
2,262,818
2,558,674
*
Lexi Reese(9)
—
12,081
12,081
*
Mayo A. Shattuck III101,440
31,801
133,241
*
Elizabeth Smith(7)
—
27,164
27,164
*
Sonia Syngal93,915
563,750
657,665
*
All directors and executive officers, as a group (20 persons)(10)
167,688,224
1,791,883
169,480,107
45.3%
Certain Other Beneficial Holders    
BlackRock, Inc.(11)
22,096,661
—
22,096,661
5.9%
Dodge & Cox(12)
28,449,226
—
28,449,226
7.6%
Doris F. Fisher(13)
22,738,787
—
22,738,787
6.1%
The Vanguard Group(14)
28,394,429
—
28,394,429
7.6%

(1)

Reflects stock options exercisable and stock units vesting within 60 days after March 23, 2020.14, 2022. Also includes the outstanding stock units earned but unpaid toby our non-employee directors, which are subject to a three-year deferral period, but wouldwhich will be issuedsettled in shares immediately upon the resignation or retirement of the non-employee director, as described in "Proposal No. 1 — Election of Directors—“Compensation of Directors—Equity Compensation"Compensation.”

(2)

“*” indicates ownership of less than 1% of the outstanding shares of our common stock.


(3)

Includes (a) 24,083 shares to be issued upon settlement of stock units (and related dividend equivalent rights)which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 17,744,283 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 6,408 shares owned as community property with his spouse with shared dispositive and voting power, (d) 2,722,250 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 5,970,409 shares beneficially owned as trustee of trusts for which he has sole dispositive power and another proxyholder has sole voting power, (f) 15,108,342 shares for which John J. Fisher has proxies granting him sole voting power, (g) 20,000 shares beneficially owned through Delaware limited partnerships over which John J. Fisher has sole dispositive and voting power, and (h) 27,000,000 shares owned by FCH TBML LLC of which John J. Fisher is the sole manager with sole dispositive power over 27,000,000 shares, sole voting power over 23,400,000 shares with

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Beneficial Ownership of Shares

69

an irrevocable proxy granting a proxyholder sole voting power over 3,600,000 shares. In addition to the shares identified in the table above, John J. Fisher’s spouse separately owns 46,390 shares over which Mr. Fisher has no dispositive or voting control. John J. Fisher’s address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.

(3)(4)

Includes (a) 12,08127,305 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 15,699,79713,705,570 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 7,730,209 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (d) 2,636,866 shares beneficially owned as trustee of trusts for which he has sole dispositive power and another proxyholder has sole voting power, (e) 12,000,000 shares for which John J. Fisher has proxies granting him sole voting power, (f) 20,000 shares beneficially owned through Delaware limited partnerships over which John J. Fisher has sole dispositive and voting power, and (g) 27,000,000 shares owned by FCH TBML LLC of which John J. Fisher is the sole manager with sole dispositive power over 27,000,000 shares, sole voting power over 23,400,000 shares with an irrevocable proxy granting a proxyholder sole voting power over 3,600,000 shares. In addition to the shares identified in the table above, John J. Fisher’s spouse separately owns 45,266 shares over which Mr. Fisher has no dispositive or voting control. John J. Fisher’s address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.

(4)
Includes (a) 21,998 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 7,860,220 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 2,232,5621,746,451 shares owned as community property with his spouse with shared dispositive and voting power, (d) 9,277,8142,722,250 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 15,000 shares beneficially owned through Delaware limited partnerships over which Robert J. Fisher has sole dispositive and voting power, and (f) 27,000,000 shares owned by FCH TBME LLC of which Robert J. Fisher is the sole manager with sole voting and dispositive power over 27,000,000 shares, sole voting power over 23,400,000 shares with an irrevocable proxy granting a proxyholder sole voting power over 3,600,000 shares. In addition to the shares identified in the table above, Robert J. Fisher’s spouse separately owns 126,671127,795 shares over which Mr. Fisher has no dispositive or voting control. Robert J. Fisher’s address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.

(5)

Includes (a) 21,99827,305 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 11,740,44411,598,804 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 11,55225,441 shares owned as community property with his spouse with shared dispositive and voting power, (d) 11,563,523 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 2,636,8665,970,409 shares for which William S. Fisher has proxies granting him sole voting power, (f) 2,785,000(e) 2,000,000 shares beneficially owned as a co-trustee of a trust organized exclusively for charitable purposes for which William S. Fisher shares dispositive and voting power, (g)(f) 15,000 shares beneficially owned through Delaware limited partnerships over which William S. Fisher has sole dispositive and voting power, and (h)(g) 27,000,000 shares owned by FCH TBMS LLC of which William S. Fisher is the sole manager with sole voting and dispositive power over 27,000,000 shares, sole voting power over 23,400,000 shares with an irrevocable proxy granting a proxyholder sole voting power over 3,600,000 shares. In addition to the shares identified in the table above, William S. Fisher’s spouse separately owns 165,475145,599 shares over which Mr. Fisher has no dispositive or voting control. William S. Fisher’s address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.

(6)

Mr. Fiske was no longer an executive officer as

Reflects shares held by KBRWJ Investors LP (“KBRWJ”). Ms. Hall is the sole managing member of January 2020.KHALL LLC, the general partner of KBRWJ, and has sole voting and dispositive power over the shares held by KBRWJ in a fiduciary capacity. Ms. Hall disclaims beneficial ownership of the shares held by KBRWJ,except to the extent of her pecuniary interest therein.

(7)

Ms. Miles and Ms. Smith were appointed to the Board of Directors effective April 1, 2020. Their share ownership includes the outstanding stock units earned but unpaid to non-employee directors that they each received on April 1, 2020.

(8)

Mr. Peck was no longer an executive officer as of November 2019.
(9)
Ms. Reese is not standing for reelection to the Board of Directors.
(10)
Reflects the information above for our current directors and named executive officers as well as information regarding our unnamed executive officers; provided, however, that shares reflected more than once in the table above with respect to John J. Fisher, Robert J. Fisher, and William S. Fisher are only reflected once in this line. See the note regarding various Fisher family holdings immediately following this table. Information for Ms. Miles and Ms. Smith is as of April 1, 2020, the date on which they joined the Board of Directors.

(8)

(11)

The Schedule 13G filed with the SEC by BlackRock, Inc. on February 7, 2020 indicates that, as of December 31, 2019, BlackRock, Inc. has the sole power to direct the voting of 19,691,829 shares and sole power to direct the disposition of 22,096,661 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(12)
The Schedule 13G filed with the SEC by Dodge & Cox on February 13, 2020March 10, 2022 indicates that, as of December 31, 2019,February 28, 2022, Dodge & Cox has sole power to direct the voting of 27,057,43636,370,278 shares and sole power to direct the disposition of 28,449,22638,381,878 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.

(9)

(13)

Includes 12,000,00015,108,342 shares beneficially owned as trustee of trusts for which Doris F. Fisher has sole dispositive power and another proxyholder has sole voting power. Amounts shown do not include shares held directly or indirectly by Mrs. Fisher’s three adult sons or their spouses, beneficial ownership of which is disclaimed because Mrs. Fisher does not have voting or dispositive control over such shares. Doris F. Fisher's address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.

(10)

(14)

The Schedule 13G filed with the SEC by The Vanguard Group on February 12, 202010, 2022 indicates that, as of December 31, 2019,2021, The Vanguard Group has sole power to direct the votingdisposition of 318,36526,944,022 shares, and shared power to direct the voting of 63,827 shares, sole power to direct the disposition of 28,033,608296,562 shares and shared power to direct the disposition of 360,821751,355 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.


(11)

The Schedule 13G filed with the SEC by JPMorgan Chase & Co. on January 21, 2022 indicates that, as of December 31, 2021, JPMorgan Chase & Co. has sole power to direct the voting of 34,238,402 shares and sole power to direct the disposition of 35,040,362 shares, and shared power to direct the voting of 16,096 shares and shared power to direct the disposition of 49,690 shares. The address of JPMorgan Chase & Co. is JPMorgan Chase & Co., 383 Madison Avenue, New York, NY 10179.

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70

Beneficial Ownership of Shares

Note Regarding Various Fisher Family Holdings

SEC rules require reporting of beneficial ownership of certain shares by multiple parties where voting and/or dispositive power over those shares is shared by those multiple parties. As a result, the following shares are listed multiple times in the table above.

The shares described in footnotes (3), (4) and (5) above for which voting and investment power is shared by Messrs. John J. Fisher, Robert J. Fisher, and/or William S. Fisher actually represent an aggregate of 14,285,7732,722,250 shares, rather than 28,571,5465,444,500 shares, as a result of that shared voting and investment power.

In addition, the shares described in footnotes (3), (4) and (5) above for which sole dispositive power is held by one person and, pursuant to irrevocable proxies, sole voting power is held by a different person actually represent an aggregate of 14,636,86621,078,751 shares, rather than 29,273,73242,157,502 shares.

For purposes of the above table, removing the shares counted multiple times (described above) results in an aggregate total beneficial ownership of 37.1%36.95% of the outstanding shares by Messrs. John J. Fisher, Robert J. Fisher, William S. Fisher and charitable entities for which one or more Fishers is a trustee.

The aggregate total beneficial ownership of Mrs. Doris F. Fisher and Messrs. John J. Fisher, Robert J. Fisher, and William S. Fisher, including charitable entities for which one or more of the Fishers is a trustee, is 43.2%42.28% of the outstanding shares. Mrs. Doris F. Fisher, and Messrs. John J. Fisher, Robert J. Fisher, and William S. Fisher each disclaim beneficial ownership over shares owned by other members of the Fisher family, except as specifically disclosed in the footnotes above.

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Other Information

71

OTHER INFORMATION

Other Information

Questions and Answers About the Annual Meeting and Voting

Who are the proxyholders and how were they selected?

The proxyholders are Sonia Syngal, Julie Gruber and Katrina O'Connell, who were selected by our Board of Directors and are officers of the Company. The proxyholders will vote all proxies, or record an abstention, in accordance with the directions on the proxy. If no contrary direction is given, the shares will be voted as recommended by our Board of Directors.

How much did this proxy solicitation cost and who pays for it?

The Company will pay all expenses in connection with the solicitation of the proxies relating to this Proxy Statement, including the charges of brokerage houses and other custodians, nominees or fiduciaries for forwarding documents to security owners. In addition to solicitation by mail, certain of our officers, directors and employees (who will receive no extra compensation for their services) may solicit proxies by email, by telephone, by fax or in person. We have also retained the services of D.F. King & Co. to solicit the proxies of certain shareholders for the Annual Meeting and provide other consultation services. The cost of D.F. King’s services is estimated to be $8,000,$9,500, plus reimbursement of out-of-pocket expenses.

How can I electronically access the proxy materials?

We are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending a Notice of Internet Availability of Proxy Materials. That Notice contains instructions for accessing the materials and voting via the Internet. The Notice also contains information on how to request a paper copy of the proxy materials by mail. We believe this method of distribution makes the proxy distribution process more efficient, less costly and limits our impact on the environment. This Proxy Statement and our 20192021 Annual Report to Shareholders are available at: www.gapinc.com (follow the Investors Annual Reports and Proxy links)link).

Can I receive proxy materials for future annual meetings by email rather than receiving a paper copy of the Notice?

If you are a Shareholder of Record or a Beneficial Owner, you may elect to receive the Notice or other future proxy materials by email by logging into www.proxyvote.com. If you are a Beneficial Owner, you can also contact your broker directly to opt for email delivery of proxy materials. If you choose to receive proxy materials by email, next year you will receive an email with instructions on how to view those materials and vote before the next annual meeting. Your choice to obtain documents by email will remain in effect until you notify us or your broker otherwise. Delivering future notices by email will help us further reduce the cost and environmental impact of our shareholder meetings.


What is “householding”?

Under SEC rules, a single package of Notices may be sent to any household at which two or more shareholders reside if they appear to be members of the same family, unless contrary instructions have been received. Each shareholder continues to receive a separate Notice within the package. This procedure, referred to as householding, reduces the volume of duplicate materials shareholders receive and reduces mailing expenses. Shareholders may revoke their consent to future householding mailings or enroll in householding by contacting Broadridge toll free at 1-866-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Shareholders who wish to receive a separate set of proxy materials should contact Broadridge at the same phone number or mailing address.

What is the difference between a shareholder of record and a beneficial owner of shares?

Shareholder of Record

If your shares are registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, you are considered the shareholder of record with respect to those shares.

Beneficial Owner

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name”. The organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Please note that the organization is not allowed to vote your shares on most matters without your instructions, so it is important for you to provide direction to the organization on how to vote.

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Other Information

What is the date, time and placeformat of the Annual Meeting?

We will hold the Annual Meeting on May 19, 202010, 2022 at 10:00 a.m. San FranciscoEastern Time, via the Internet at www.virtualshareholdermeeting.com/GAP2020.

GAP2022. The platform for the virtual annual meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log-in to the virtual annual meeting are provided below, and once admitted, shareholders may view reference materials such as our list of shareholders as of the Record Date, submit questions and vote their shares by following the instructions that will be available on the meeting website.

How do I attend the 2022 annual meeting?

In order to access the virtual Annual Meeting, you will be asked to provide your 16-digit control number. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of share ownership, are posted at www.virtualshareholdermeeting.com/GAP2020.GAP2022. If you hold shares beneficially in street name, you may only vote at the virtual annual meeting if you obtain a control number from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Information contained in this website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.

Will the Annual Meeting be webcast?

Yes. You may attend the Annual Meeting virtually at www.virtualshareholdermeeting.com/GAP2020,GAP2022, where you will be able to vote electronically and submit questions during the Annual Meeting. A webcast replay of the 20202022 Annual Meeting will also be archived on www.gapinc.com (follow the Investors Webcasts links)link). The webcast will be recorded and available for replay on www.gapinc.com for at least 30 days following the Annual Meeting.

How do I submit a question at the Annual Meeting?

You may submit a question during the Annual Meeting via our virtual shareholder meeting website,

www.virtualshareholdermeeting.com/GAP2020.GAP2022. If your question is properly submitted during the relevant portion of the meeting agenda, the chair of the meeting intends to respond to your question during the live webcast. Questions on similar topics may be combined and answered together. A webcast replay of the Annual Meeting, including the Q&A session, will also be archived on www.gapinc.com (follow the Investors Webcasts links)link). The webcast will be recorded and available for replay on www.gapinc.com for at least 30 days following the Annual Meeting.


What if the Company encounters technical difficulties during the Annual Meeting?

If we experience technical difficulties during the Annual Meeting (e.g., a temporary or prolonged power outage), our Chairmanthe chair of the meeting will determine whether the Annual Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Annual Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify shareholders of the decision via www.virutalshareholdermeeting.com/GAP2020.

GAP2022.

If you encounter technical difficulties accessing our Annual Meeting or asking questions during the Annual Meeting, a support line will be available on the login page of the virtual meeting website.

Who may vote at the Annual Meeting?

You can vote your shares via the Internet at our Annual Meeting if you were a shareholder at the close of business on the Record Date.

Are votes confidential? Who counts the votes?

Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects the voting privacy of our shareholders. Your vote will not be disclosed to anyone, except:

As required to tabulate and certify the vote;

As required by law; and/or

If you provide written comments on your proxy card (the proxy card and comments would then be forwarded to us for review).

We retain an independent tabulator and inspector of election to receive and tabulate the proxies and to certify the voting results.

What happens if I do not give specific voting instructions?

Shareholder of Record

If you are a shareholder of record and you sign, date and return a proxy card but do not specify how to vote, your shares will be voted in accordance with the recommendations of the Board of Directors on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the Annual Meeting or any adjournments or postponements thereof.

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Beneficial Owner

If you are a beneficial owner and hold your shares through a broker, bank, or other similar organization, and you do not provide the broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on a particular matter. Brokers and other nominees have the discretion to vote on routine matters such as Proposal 2 (ratification of the selection of independent registered public accounting firm), but do not have the discretion to vote on non-routine matters such as Proposal 1 (election of directors) and Proposal 3 (advisory vote on executive compensation). Therefore, your shares will not be voted on non-routine matters without your voting instructions.


What constitutes a “quorum” for the Annual Meeting?

The holders of a majority of the outstanding shares of our common stock must be present to constitute a quorum for the transaction of business at the Annual Meeting. Your shares are counted as present at the Annual Meeting if you properly submit your proxy prior to the Annual Meeting or vote via the Internet while virtually attending the Annual Meeting. The independent inspector(s) of election appointed for the Annual Meeting will determine whether or not a quorum is present and will tabulate votes cast by proxy or via the Internet at the Annual Meeting.

Abstentions are included in the determination of shares present for quorum purposes. Because abstentions represent shares entitled to vote, the effect of an abstention will generally be the same as a vote against a proposal. However, abstentions will have no effect on the election of directors.

How do I vote my shares?

You may direct your vote by Internet, telephone or mail. Your vote must be received by the deadline specified on the proxy card or voting instruction form, as applicable.

IF YOU ARE A SHAREHOLDER OF

RECORD:

IF YOU ARE A BENEFICIAL HOLDER OF

SHARES HELD IN "STREET NAME":

By Internet 

Prior to

the 20202022 Annual Meeting*

www.proxyvote.com(or scan the QR code on the proxy card or voting instruction card)

www.proxyvote.com(or scan the QR code on the proxy card or voting instruction card)

By Internet 

During the

2020

2022 Annual Meeting*

www.virtualshareholdermeeting.com/GAP2020GAP2022

www.virtualshareholdermeeting.com/GAP2020GAP2022

By Telephone*

1-800-690-6903

Follow the voting instructions you receive from your brokerage firm, bank, broker dealer or other intermediary.intermediary

By Mail:Mail

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

Follow the voting instructions you receive from your brokerage firm, bank, broker dealer or other intermediary.intermediary

*

*

While we and Broadridge do not charge any fees for voting by Internet or telephone, there may be related costs from other parties, such as usage charges from Internet access providers and telephone companies, for which you are responsible.

What are broker non-votes and how are they counted?

Broker non-votes occur when nominees, such as brokers and banks holding shares on behalf of the beneficial owners, are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions. Brokers and other nominees may vote without instruction only on “routine” proposals. On “non-routine” proposals, nominees cannot vote without instructions from the beneficial owner, resulting in so-called “broker non-votes”. The proposal to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting

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Other Information

firm is the only routine proposal on the agenda for our Annual Meeting. The other two proposals on the agenda are non-routine. If you hold your shares with a broker or other nominee, they will not be voted on non-routine proposals unless you give voting instructions.

So long as the broker has discretion to vote on at least one proposal, broker non-votes are counted in determining a quorum but are not counted for purposes of Proposals 1 and 3 and will therefore have no effect on the outcome of these proposals.


What vote is required to approve each proposal?

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 votes cast “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 of Directors’ 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 of Directors will act promptly with respect to each such letter of resignation and will promptly notify the director concerned of its decision. The Board of Directors’ decision will be disclosed publicly.

Other Proposals

The other two matters on the agenda for shareholder approval at the Annual Meeting will be decided by the affirmative vote of a majority of the shares counted as present at the Annual Meeting and entitled to vote on the subject matter. Note that Proposal 2 (ratification of the selection of independent registered public accounting firm) and Proposal 3 (advisory vote on executive compensation) are advisory only and will not be binding on the Company, the Board or any committee of the Board. The results of the votes on these proposals will be taken into consideration by the Company, the Board or the appropriate committee of the Board, as applicable, when making future decisions regarding these matters.

How will any other items be voted upon at the Annual Meeting?

If any other matter not mentioned in this Proxy Statement is properly brought before the meeting, including without limitation (i) matters about which the proponent failed to notify us on or before February 21, 202010, 2022 (ii) shareholder proposals omitted from this Proxy Statement and the form of proxy pursuant to the proxy rules of the SEC, and (iii) matters incidental to the conduct of the meeting, the proxyholders will vote upon such matters in accordance with their best judgment pursuant to the discretionary authority granted by the proxy. As of the date of the printing of this Proxy Statement, our management is not aware, nor has it been notified, of any other matters that may be presented for consideration at the meeting.

May I change my vote?

You may revoke your proxy at any time before its exercise by writing to our Corporate Secretary at our principal executive offices as follows:

Corporate Secretary

Gap Inc.

Two Folsom Street

San Francisco, California 94105

You may also revoke your proxy by timely delivery of a properly executed, later-dated proxy (including a telephone or Internet vote) or by voting via the Internet while virtually attending the Annual Meeting (virtually attending the Annual Meeting through the Internet does not revoke your proxy unless you vote via the Internet during the Annual Meeting).


When are shareholder proposals for the 20212023 Annual Meeting due?

If a shareholder would like us to consider including a proposal in our Proxy Statement and form of proxy for our Annual Meeting in 2021,2023, the Company’s Corporate Secretary must receive it no later than December 8, 2020.November 30, 2022. Proposals must be addressed to our Corporate Secretary at Gap Inc., Two Folsom Street, San Francisco, California 94105.

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When do I need to notify the Company of any proposed business or director nominees for the 2023 Annual Meeting?

Our Amended and Restated Bylaws provide that in order for a shareholder to bring business before our Annual Meeting in 20212023 (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 18, 2021,9, 2023, and no earlier than January 19, 202110, 2023 (i.e., not less than 90 days nor more than 120 days prior to the first anniversary of the date of our 20202022 Annual Meeting). The notice must contain information required by our Bylaws, including a brief description of the business desired to be brought before the meeting,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 2023, 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 18, 2021,9, 2023, then the proposed business or nomination would not be considered at our Annual Meeting in 20212023 due to the shareholder’s failure to comply with our Bylaws. Additionally, in accordance with Rule 14a-4 (c)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 20212023 as to which the proponent fails to notify us on or before February 18, 2021. Notifications9, 2023. 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 procedureprocedures may be obtained by writing to our Corporate Secretary at that address or at www.gapinc.com (follow the Investors, Governance links).

In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 11, 2023.

By Order of the Board of Directors,

singa13.jpg

Julie Gruber

Corporate Secretary


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Note About Forward-LookingForward-Looking Statements

In this proxy statement,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,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 the composition of our Board and its committees, the diversity of our Board members, our response to the COVID-19 pandemic, the potential impact of the COVID-19 pandemic, our current business initiativesESG strategies and activities, our Power Plan strategy and our longer-term objectives.current and future business initiatives, rationalizing our portfolio through divestitures, partnerships and strategic closures, partnering our European business, our licensing business, our integrated loyalty program, our investments in demand generation technology, and our executive compensation program. 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,"Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections of our Annual Report on Form 10-K for the fiscal year ended February 1, 2020.January 29, 2022. The Company undertakes no obligation to update information in this proxy statement.


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.

 2022 Proxy Statement




























logogapincprimary.jpg


logogapincprimary.jpg
GAP INC.
ATTN: MARIE MA
TWO FOLSOM STREET
SAN FRANCISCO, CA 94105

VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/GAP2020

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D05205-P33539KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY

Table of Contents

Gap Inc. THE GAP, INC. ATTN: MARIE MA TWO FOLSOM STREET SAN FRANCISCO, CA 94105 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GAP2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D71621-P66175 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

THE GAP, INC.
The Board of Directors recommends you vote "FOR" Item 1.
1.    Election of DirectorsForAgainstAbstain
Nominees:
1a.    Amy Bohutinsky☐☐☐
1b.    John J. Fisher☐☐☐
1c.    Robert J. Fisher☐☐☐1l.    Elizabeth A. Smith☐☐☐
1d.    William S. Fisher☐☐☐1m.    Sonia Syngal☐☐☐
1e.    Tracy Gardner☐☐☐The Board of Directors recommends you vote "FOR" Items 2 and 3.ForAgainstAbstain
1f.    Isabella D. Goren☐☐☐2.    Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on January 30, 2021.☐☐☐
1g.    Bob L. Martin☐☐☐
1h.    Amy Miles☐☐☐
1i.    Jorge P. Montoya☐☐☐3.    Approval, on an advisory basis, of the overall compensation of the named executive officers.☐☐☐
1j.    Chris O'Neill☐☐☐
1k.    Mayo A. Shattuck III☐☐☐4.    Transact such other business as may properly come before the meeting.☐☐☐
1l.    Elizabeth A. Smith☐☐☐
1m.    Sonia Syngal☐☐☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

DETACH AND RETURN THIS PORTION ONLY THE GAP, INC. The Board of Directors recommends you vote "FOR" each listed director nominee. 1. Election of Directors. For Against Abstain Nominees: 1a. Elisabeth B. Donohue 1b. Robert J. Fisher 1c. William S. Fisher 1d. Tracy Gardner 1e. Kathryn Hall 1f. Bob L. Martin 1g. Amy Miles 1h. Chris O'Neill 1i. Mayo A. Shattuck III 1j. Salaam Coleman Smith 1k. Sonia Syngal The Board of Directors recommends you vote "FOR" Items 2 and 3. For Against Abstain 2. Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on January 28, 2023. 3. Approval, on an advisory basis, of the overall compensation of the named executive officers. 4. Transact such other business as may properly come before the meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
D05205-P33539
THE GAP, INC.
Annual Meeting of Shareholders
May 19, 2020 10:00 a.m.
This proxy is solicited by the Board of Directors
The undersigned hereby appoint(s) Sonia Syngal, Julie Gruber and Katrina O'Connell, or any of them, each with full power of substitution, as proxies to vote, in accordance with the instructions, as designated on the reverse side of this proxy, all of the shares of common stock of THE GAP, INC. that the undersigned is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 a.m. San Francisco Time on May 19, 2020, virtually at www.virtualshareholdermeeting.com/GAP2020, and any adjournment or postponement thereof. The proxies are authorized in their discretion to vote upon such other business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side

D71622-P66175 THE GAP, INC. Annual Meeting of Shareholders May 10, 2022 10:00 a.m. Eastern Time This proxy is solicited by the Board of Directors The undersigned hereby appoint(s) Sonia Syngal, Julie Gruber and Katrina O'Connell, or any of them, each with full power of substitution, as proxies to vote, in accordance with the instructions, as designated on the reverse side of this proxy, all of the shares of common stock of THE GAP, INC. that the undersigned is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 a.m. Eastern Time on May 10, 2022, virtually at www.virtualshareholdermeeting.com/GAP2022, and any adjournment or postponement thereof. The proxies are authorized in their discretion to vote upon such other business as may properly come before the meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side