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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. )

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):
☑		No fee required.required
☐		Fee paid previously with preliminary materials
☐		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:
☐		Fee paid previously with preliminary materials:
☐		Check 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.
			1) Amount previously paid:
			2) Form, Schedule or Registration Statement No.:
			3) Filing Party:
			4) Date Filed:

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NOTICE OF ANNUAL MEETING OF GAP INC. SHAREHOLDERS

PROXY STATEMENT

May 21, 2019
San Francisco, California

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NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS

DATE AND TIME		Tuesday, May 21, 2019 10, 2022 10:00 a.m., San FranciscoEastern Time
PLACE	Gap Inc. Headquarters Two Folsom Street San Francisco, California 94105	Via the Internet at www.virtualshareholdermeeting.com/GAP2022
RECORD DATEITEMS OF BUSINESS	You must have been a shareholder of record at	•    Elect as directors the close of business on March 25, 2019 to vote at the Annual Meeting.
WEBCAST You may listen to our Annual Meeting by webcast at www.gapinc.com (follow the Investors, Webcasts links). The webcast will be recorded and available for replay on www.gapinc.com for at least 30 days following the Annual Meeting.

ITEMS OF BUSINESS

●	Elect to the Board of Directors the twelveeleven director nominees named in the attachedthis Proxy Statement;
●	•    Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending on February 1, 2020;
●	January 28, 2023; •    Hold an advisory vote to approve the overall compensation of theour named executive officers;
●	Approve the amendment and restatement of the The Gap, Inc. 2016 Long-Term Incentive Plan; 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 2021 Annual Report to Shareholders are available at www.gapinc.com (follow the Investors link).
ATTENDING THE ANNUAL MEETING		You are entitled to attend the Annual Meeting, which will be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2022 on May 10, 2022 at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts. 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 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,
Julie Gruber Corporate Secretary March 30, 2022

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 2018 Annual Report to Shareholders are available at: www.gapinc.com (follow the Investors, Annual Reports & Proxy links).

PROXY VOTING

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting in person at the Annual Meeting, 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.

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ADMISSION TO THE ANNUAL MEETING

You are entitled to attend the Annual Meeting only if you were a Gap Inc. shareholder as of the close of business on March 25, 2019 or you hold a valid proxy for the Annual Meeting.Photo identification is required for admittance. In addition, if you are not a shareholder of record but hold shares through a broker, bank, trustee or nominee (i.e., in street name), you will be required to provide proof of beneficial ownership as of the Record Date.Proof of beneficial ownership can take the form of your most recent account statement prior to the Record Date, a copy of the voting instruction card provided by your broker, bank, trustee or nominee, a copy of the Notice of Internet Availability of Proxy Materials if one was mailed to you, or similar evidence of ownership.

By Order of the Board of Directors,

Julie Gruber
Corporate Secretary
April 9, 2019

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PROXYSUMMARY

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/GAP2022 on May 21, 2019,10, 2022, at 10:00 a.m., San FranciscoEastern Time, at Gap Inc. Headquarters, Two Folsom Street, San Francisco, California 94105 and at any adjournment or postponement thereof (the “Annual“2022 Annual Meeting”). You will be able to attend the 2022 Annual Meeting online, vote your shares electronically and submit questions online during the 2022 Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The platform for the virtual 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 2022 Annual Meeting to ensure you are logged in when the 2022 Annual Meeting starts.

On or about April 9, 2019,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.

VOTING SHARES

The holders of our common stock at the close of business on March 25, 201914, 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 379,014,042369,785,233 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:

	by Internet, mail or phone. By Internet www.proxyvote.com
	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
	In Person At the meeting: May 21, 2019, 10:00 a.m. San Francisco Time Gap Inc. Headquarters Two Folsom Street San Francisco, California 94105

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.Availability.

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Proposal 1 – Election of Directors (Page 1)

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)

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)

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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
Certain Relationships and Related Transactions	15 20
Compensation of Directors	25
PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		28
17	Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm
	18	Principal Accounting Firm Fees
	18	Rotation
	19	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
20	Proposal No. 3 — Advisory Vote on the Overall Compensation of The Gap, Inc.’s Named Executive Officers
EXECUTIVE COMPENSATION AND RELATED INFORMATION			32
	21	Compensation Discussion and Analysis	32
	37	Compensation Committee Report	53
	38	2021 Summary Compensation Table	54
	41	2021 Grants of Plan-Based Awards	57
	43	2021 Outstanding Equity Awards at Fiscal Year-End	58
	46	2021 Option Exercises and Stock Vested	61
	46	2021 Nonqualified Deferred Compensation	62
2021 CEO Pay Ratio	47	Relationship Between CEO and Median Employee Annual Total Compensation 63
	48	2021 Potential Payments Upon Termination	64
	50	Equity Compensation Plan Information	67
51	Proposal No. 4 — Amendment and Restatement of The Gap, Inc.’s 2016 Long-Term Incentive Plan
	51	Reasons to Approve the Amended 2016 Plan
	54	Material Features of the Amended 2016 Plan
	60	New Plan Benefits
	61	Historical Plan Benefits
BENEFICIAL OWNERSHIP OF SHARES			68
	64	Beneficial Ownership Table	68
Note Regarding Various Fisher Family Holdings	66	Section 16(a) Beneficial Ownership Reporting Compliance 70
OTHER INFORMATION	71
OTHER INFORMATION
	67	Questions and Answers about the Annual Meeting and Voting	71
Note About Forward-Looking Statements	76

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			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 DIRECTORSElection of Directors

Nominees for Election as Directors

ELECTION PROCESS

Directors will be elected atThe 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 NOMINATIONSdirector.

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.

	THE BOARD OF DIRECTORS RECOMMENDS A VOTEThe Board of Directors Recommends a Vote “FOR” THE ELECTION OF EACH OF THE FOLLOWING NOMINEES.each Director Nominee.

Amy Bohutinsky

			www.gapinc.com

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2		Proposal No. 1 – Election of Directors

			Elisabeth B. Donohue
			Age:Age: 44 56 Director since 2018since: 2021 Committee Membership: None 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.
	Biography: •   Former Chief OperatingExecutive Officer of Zillow Group, Inc., an online real estate database company, August 2015-January 2019.Publicis Spine and a member of the Publicis Groupe Management Committee from 2017 to 2020. Global Brand President of Starcom Worldwide from 2016 to 2017. Chief MarketingExecutive Officer Zillow Group, Inc., February 2011-August 2015. Director of Zillow Group, Inc.Starcom USA from 2009 to 2016. As an experienced leader and brand builder, 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 J. Fisher

			Robert J. Fisher
			Age:Age: 57 67 Director since 2018since: 1990 Committee Membership: None	Executive Vice Chairman of Pisces, Inc., an investment group, since June 2016. President of Pisces, Inc., October 1992-June 2016. Mr. Fisher brings extensive financial acumen, as well as executive leadershipGovernance 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.

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Robert J. Fisher

	Age: 64 Director since 1990. Committee Membership: Governance & Sustainability (Chair)	Non-executive Chairman of the Board since February 2015.
	Biography: •   Managing Director of Pisces, Inc., an investment group, since 2010. Interim President and Chief Executive Officer of Gap Inc., from January 2007-August 2007. Non-executive Chairman2007 to August 2007 and November 2019 to March 2020. Chair of the Board of Gap Inc., 2004-August 2007. from 2004 to August 2007 and February 2015 to March 2020. Executive of Gap Inc., 1992-1999. from 1992 to 1999. Various positions with Gap Inc., 1980-1992. Former director of Sun Microsystems, Inc., 1995-2006. from 1980 to 1992. Experience: •   Mr. Fisher has vast retail business experience specific to Gap Inc. and its global operations, as a result of his many years serving in a variety of high-level Gap Inc. positions. His previous leadership and oversight roles at the CompanyGap 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.

William S. Fisher

	2022 Proxy Statement

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	Proposal No. 1 – Election of Directors		3

			William S. Fisher
			Age:Age: 61 64 Director since 2009.since: 2009 Committee Membership: None
	Biography: •   Founder and Chief Executive Officer of Manzanita Capital Limited, a private equity fund, since 2001. Executive Vice Chairman of Pisces, Inc., an investment group, since June 2016. Various positions with Gap Inc., 1986-1998. 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

			Tracy Gardner
			Age:Age: 55 58 Director since 2015.since: 2015 Committee Membership: Audit & Finance 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, 2013-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., 2004-2010. from 2004 to 2010. Various positions with Gap Inc., 1999-2004. Former director of Lands' End, 2014-2015. from 1999 to 2004. Experience: •   With over 30 years of experience, Ms. Gardner is a retail industry veteran who brings deep product and operational expertise and vast 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 more recently as ana prior advisor to Gap brand provides Ms. Gardner with an in-depth understanding of the Company'sGap Inc.’s global business structure and operations.

Isabella D. Goren

			www.gapinc.com

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4		Proposal No. 1 – Election of Directors

			Kathryn Hall
			Age:Age: 58 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 1994, and a member of the firm’s Executive Committee and Investment Review Committee. Founder and Co-Executive Chair of Galvanize Climate Solutions, a mission-driven investment platform, since 2021, and a member of the firm’s Operating Committee. General Partner of Laurel Arbitrage Partners from 1989 to 1994. Experience: •   Ms. Hall brings extensive financial and investment experience, as well as senior management and leadership experience, including as the Founder and Co-Chair of an institutional investment management firm with approximately $48 billion in assets under management. Additionally, she has substantial insights from her experience leading and developing a senior management team that is 50% women and in supporting full consequence investing, which integrates sustainability into the firm’s investment framework.

			Bob L. Martin
			Age: 73 Director since 2011.since: 2002 Committee Membership: Audit & Finance None Current Public Company Directorships: •   Conns, Inc.	Chief Financial Officer of AMR Corporation and American Airlines, Inc., 2010-2013. 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, 2006-2010. Various positions with AMR Corporation and American Airlines, Inc., 1986-2006, including President of AMR Services, previously a subsidiary of AMR, 1996-1998. Director of LyondellBasell Industries N.V. and MassMutual Financial Group. Ms. Goren has broad experience in a number of key corporate functions, including finance, marketing, human resources and international operations. She brings extensive expertise in leadership of complex business functions, customer loyalty programs and online marketing, talent development, financial functions, and global operations and strategies.

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Bob L. Martin

	Age: 70 Director since 2002. Committee Membership: Compensation & Management Development (Chair); Governance & Sustainability
	Biography: •   Executive Chair, an employee role, of Gap Inc. since March 2020. Lead Independent Director of Gap Inc. from 2003 to 2015.2015 and November 2019 to March 2020. Operating Partner of Stephens Group, Inc., a private equity group, since 2003. Chief Executive OfficerPrincipal (part-time) of Mcon Management Services, Ltd., a consulting company, since 2002.2020. Chief Executive Officer (part-time) of Mcon Management Services, Ltd. from 2002 to 2020. Independent Consultant 1999-2002.from 1999 to 2002. President and Chief Executive Officer of Wal-Mart International, a division of Wal-Mart Stores, Inc., 1984-1999. Director of Conn’s Inc. Former director of Dillard’s, Inc., 2003-2004, Edgewater Technology, Inc., 1999-2005, Furniture Brands International, Inc., 2003-2010, Guitar Center, 2004-2007, Sabre Holdings Corporation, 1997-2007, and SolarWinds, Inc., 2009-2010.from 1984 to 1999. 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.

Jorge P. Montoya

	2022 Proxy Statement

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	Proposal No. 1 – Election of Directors		5

			Amy Miles
			Age:Age: 72 55 Director since 2004.since: 2020 Committee Membership: 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 Chair and Chief Executive Officer of Regal Entertainment Group, a leading 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. Experience: •   As a former 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.

			Chris O'Neill
			Age: 49 Director since: 2018 Committee Membership: Audit and Finance	President, Global Snacks & Beverages, and President, Latin America, of The Proctor & Gamble Company, a consumer products company, 1999-2004. Director of The Kroger Co. Former director of Rohm & Haas Company, 1996-2007. 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: 46 Director since 2018. Committee Membership: Compensation & Management Development
	Biography: •   Chief Business Officer of Glean Technologies, Inc. since 2021. Senior Advisor to Portage Ventures, the venture capital arm of Sagard Holdings, since 2021, and General Partner from 2020 to 2021. Chairman, President and Chief Executive Officer of Evernote Corporation, a global cloud-based technology company, September 2016-Octoberfrom 2016 to 2018. President and Chief Executive Officer, Evernote Corporation July 2015-Septemberfrom 2015 to 2016. Various positions with Google Inc., 2005-2015, from 2005 to 2015, including Managing Director, Google Canada September 2010-Mayfrom 2010 to 2014 and Head of Global Business Operations, Google [x], May 2014-Julyfrom 2014 to 2015. Experience: •   Mr. O’Neill's experience as Chairman, President anda technology executive, venture investor, as the Chief Executive Officer of Evernote, Corporation, and his decade-long experience at Google Inc., provides him with extensive expertise in leading high-growth, innovative companies and understanding the strategic role technology plays in business.

Arthur Peck

			www.gapinc.com

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6		Proposal No. 1 – Election of Directors

			Mayo A. Shattuck III
			Age:Age: 63 67 Director since 2015.since: 2002 Committee Membership: None Audit and Finance 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.	President and Chief Executive Officer of Gap Inc. since February 2015. President, Growth, Innovation and Digital division of Gap Inc., November 2012 to January 2015. President, Gap North America, February 2011 to November 2012. Executive Vice President of Strategy and Operations of Gap Inc., May 2005 to February 2011. President, Gap Inc. Outlet, October 2008 to February 2011. Acting President, Gap Inc. Outlet, February 2008 to October 2008. Senior Vice President of The Boston Consulting Group, a business consulting firm, 1982 to 2005. As a result of his service as Gap Inc.’s Chief Executive Officer, as well as his service in other senior positions at Gap Inc. and his experience as a Senior Vice President of The Boston Consulting Group, Mr. Peck has extensive risk oversight, management, talent development, and leadership experience, as well as a deep knowledge of the complex technological, financial, and operational issues facing global retail companies.

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Lexi Reese

Age: 44 Director since 2018 Committee Membership: None

Chief Operating Officer of Gusto, a cloud-based payroll, benefits, and human resources management solutions company, since September 2015. Vice President, Programmatic Sales and Strategy, Google, Inc., October 2011-September 2015. Ms. Reese possesses over fifteen years of technology and operations management experience related to using data to drive profitable market share growth. In addition, she brings extensive leadership and change management expertise leading cross-functional operations, including marketing, sales, and customer experience.

Mayo A. Shattuck III

	Age: 64 Director since 2002. Committee Membership: Audit & Finance (Chair); Governance & Sustainability
	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 2012-2013.from 2012 to 2013. Chairman, Chief Executive Officer, and President of Constellation Energy Group 2002-2012. Chief Executive Officer and President of Constellation Energy Group, 2001-2002. Director of Capital One Financial Corporation and Alarm.com Holdings, Inc.from 2002 to 2012. 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.

John J. Fisher,

			Salaam Coleman Smith
			Age: 52 Director since: 2021 Committee Membership: Compensation and Management Development Current Public Company Directorships: •   Pinterest, Inc. •   Enjoy Technology, Inc.
	Biography: •   Former Executive Vice President at The Walt Disney Company’s Disney ABC Television Group from 2014 to 2016, overseeing strategy and programming for ABC Family’s Freeform channel. Various senior executive roles at Comcast NBCUniversal from 2003 to 2014, including President of Style Network from 2008 to 2013. Senior executive at Viacom from 1993 to 2002, including serving as a senior executive within MTV Networks International Division and 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 experience in strategy and change management, leading organizations through periods of significant transformation and growth. Additionally, she has substantial insights from her experience developing and leading a diverse and inclusive management team in the media industry.

	2022 Proxy Statement

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	Proposal No. 1 – Election of Directors		7

			Sonia Syngal
			Age: 52 Director since: 2020 Committee Membership: None
	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., 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.

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 2, 2019.January 29, 2022.

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.

			www.gapinc.com

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8		Proposal No. 1 – Election of Directors

Director Selection and Qualification

DIRECTOR INDEPENDENCEDirectors 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.

	2022 Proxy Statement

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	Proposal No. 1 – Election of Directors		9

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

			www.gapinc.com

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10		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

	2022 Proxy Statement

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	Proposal No. 1 – Election of Directors		11

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 Bohutinsky	Tracy Gardner	Jorge P. Montoya
John J. Fisher	Brian Goldner*	Chris O'Neill
Robert J. Fisher	Isabella D. Goren	Lexi Reese
William S. Fisher	Bob L. Martin	Mayo A. Shattuck III

*Mr. Goldner isCompany. The Board also evaluated the independence 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 periodperiods of service during 2007 and 2019 to 2020 as Interim President and Chief Executive Officer (“CEO”)CEO of the Company during a CEO transition,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

			www.gapinc.com

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12		Corporate Governance

Corporate Governance

CORPORATE GOVERNANCE GUIDELINESCorporate 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.

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.

	2022 Proxy Statement

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	Corporate Governance		13

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.

			www.gapinc.com

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14		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.

	OurCorporate Governance Guidelinesare 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);
●	Our Code of Business Conduct (available in print on request to our Corporate Secretary);
●	Our Committee Charters;
●	Our Certificate of Incorporation;
●	Our Bylaws;
●	A method for interested parties to send direct communications to our Board of Directors (through our Chairman and Corporate Secretary) by email to board@gap.com; and
●	Methods for employees and others to 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. Our Corporate Governance Guidelines; Our Code of Business Conduct; Our Committee Charters; Our Certificate of Incorporation; Our Bylaws; Our Executive Stock Ownership Policy; Our Executive Compensation Recoupment Policy; Our Political Engagement Policy; How interested parties may communicate with our Board of Directors and with our Corporate Secretary; and How employees and others may report suspected violations of our Code of Business Conduct, including accounting or auditing concerns, directly to our Global Integrity team. Accounting, auditing, and other significant concerns are escalated by the Global Integrity team, as appropriate, including to the Audit and Finance Committee, as required.

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RISK OVERSIGHT

BOARD OVERSIGHT OF RISK

The Board has an active role in overseeing the management 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.

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, focusesas required.

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

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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 Contentscorporate 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.

POLICIES AND PROCEDURES WITH RESPECT TO RELATED PARTY TRANSACTIONSPolicies 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,Certain Relationships and Related Transactions

There are no transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

See "Policies and Procedures with Respect to Related Party Transactions" for a description of the AuditCompany's policies and Finance Committee oversees the Company’s Corporate Compliance Program, which includes procedures for the (i) receipt, retentionreview and treatmentapproval of complaints regarding accounting, internal accounting controls or auditing matters,Related Party Transactions.

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Board Leadership Structure 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.Independent Oversight

BOARD LEADERSHIP STRUCTURE AND SUCCESSION

Our Amended and Restated Bylaws provide that our ChairmanBob Martin was appointed Executive Chair of the Board, shallan employee role, in March 2020. At the Board’s request, Mr. Martin serves as an advisor to our CEO and as a member of management. As a result of his service to the Company as an employee, Mr. Martin is not considered an independent director. The Board believes that Mr. Martin’s service as Executive Chair and as an advisor to our CEO continues to be an officer or employeein the best interests of the Company. Robert Fisher, an independent director, has servedCompany and its shareholders, as our ChairmanCEO and the Board are both able to benefit from his extensive knowledge of the Board since February 2015.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:

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

NOMINATION OF DIRECTORS

The GovernanceAudit 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. Mr. Fisher was identified as a potential candidate by the Board. Ms. Bohutinsky and Ms. Reese 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

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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 2020 by giving written notice to our Corporate Secretary by no later than the close of business (San Francisco Time) on February 21, 2020, and no earlier than January 22, 2020 (i.e., not less than 90 days nor more than 120 days prior to the first anniversary of the date of our 2019 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 21, 2020, then the proposed nominee(s) of the shareholder will not be considered at our Annual Meeting in 2020 in accordance with our Bylaws. Notifications 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 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 twelve nominees for director, four are women and one is 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.

For more information regarding our commitment to sustainability, please see our website and most recentSustainability Report available at www.gapinc.com (follow the Sustainability link).

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AUDIT AND FINANCE COMMITTEEfiscal 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:

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

	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 on pages 6-8in "Nominees for Election as Directors" for information regarding their relevant experience.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEECompensation 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:

	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 hisher assessment and recommendations for compensation. The CEO is not present during the Committee’s deliberations about hisher 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 “Long-Term“Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” beginning on page 30 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 the “Role“Executive Compensation and Related Information—Compensation Discussion and Analysis—Role of the CEO and Compensation Consultant” section on page 36Consultant” 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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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 2018, Mr. Goldner (who is not standing for reelection), Mr. Martin,2021, Ms. Donohue, Ms. Gardner, Jorge P. Montoya, Mr. O’Neill, Elizabeth A. Smith, and Ms. Tsang (who did not stand for reelection in May 2018)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 2018 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 2018,2021, 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.

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BOARD MEETINGSBoard and Committee Meetings in Fiscal 2021

The Board met seven8 times during fiscal 2018.2021. The following table lists the current members of each of the committeesBoard committee and the number of committee meetings held during fiscal 2018:2021:

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. Our Chairman, Robert Fisher, ismeeting. 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 the non-management and independent director sessions of the Board, and reporting on outcomes of thesuch sessions to the CEO, as appropriate.

ATTENDANCE OF DIRECTORS AT ANNUAL MEETINGS OF SHAREHOLDERSAttendance 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. All12 of 13 of our then current director nomineesdirectors attended our 2018 Annual Meeting in person, with the exception of Ms. Bohutinsky and Ms. Reese, who both joined the Board of Directors in November 2018, after our 20182021 Annual Meeting.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

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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 page 34. 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 companyCompany 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

RETAINER AND MEETING FEESAnnual Retainers

The table below shows the annual retainer, attendance fees, and committee chair retainerretainers we paid to our non-employee directors in fiscal 2018,2021 as well as the amounts payable for fiscal 2019:2022 (which will remain the same).  

FISCAL YEAR 20182021 AND 2019 2022 DIRECTOR CASH COMPENSATIONCOMPENSATION⁽¹⁾