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. )
☑Filed by the Registrant | ☐ Filed by a Party other than the Registrant |
CHECK THE APPROPRIATE BOX: | |
| Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to §240.14a-12 |
The Gap, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑ | No fee required | |
☐ | Fee paid previously with preliminary materials | |
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Preliminary Proxy Statement - Subject to Completion
TableNotice of ContentsAnnual Meeting of Shareholders
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
DATE AND TIME | Tuesday, May | |
PLACE | Via the Internet at www.virtualshareholdermeeting.com/ | |
ITEMS OF BUSINESS | • Elect as directors the • Ratify the selection of Deloitte & Touche LLP as our independent on February 1, 2025; • Hold an advisory vote to approve the compensation of our named executive officers; • Approve an amendment to our Amended and Restated Certificate of Incorporation to update the exculpation provision to cover 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 | |
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 | |
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/
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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, | ||
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Julie Gruber Corporate Secretary March | ||
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/GAP2022GAP2024 on May 10, 2022,7, 2024, at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof (the “2022 Annual“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 Meetingmeeting starts.
On or about March 30, 2022,27, 2024, we commencedintend to commence distribution of this Proxy Statement and the form ofour proxy materials to our shareholders entitled to vote at the Annual Meeting.
The holders of our common stock at the close of business on March 14, 202211, 2024 (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 369,785,233372,226,326 shares of common stock outstanding.
For a period of at least 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during ordinary business hours by contacting Investor Relations at investor_relations@gap.com. In addition, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any validated shareholder during the meeting by following the instructions on the Annual Meeting website once they enter the meeting.
How to Vote Your Shares
You may vote your shares by Internet, mail or phone. If you vote by Internet or by phone, you will need to have a proxy card or voting instruction card, or the Notice of Internet Availability of Proxy Materials, in hand when you access the voting website or call to vote by phone. If you vote by Internet or phone, you do not need to return anything by mail. Specific voting instructions are found on the proxy card, voting instruction card, or the Notice of Internet Availability.Availability of Proxy Materials.
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By Internet www.proxyvote.com (or scan the QR code on the proxy card or voting instruction card) | By Mail Sign and return a proxy card (for shareholders of record) or voting instruction card (for beneficial owners of shares) | By Phone 1-800-690-6903 |
During the www.virtualshareholdermeeting.com/ | ||
| 2024 Proxy Statement |
Proposal 1 – Election of Directors (Page 1)
| The Board of Directors Recommends a Vote “FOR” each Director Nominee. |
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| Committee Membership |
| Committee | ||||||||||||||||
Name and Occupation |
| Age |
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| Director Since |
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| Independent |
| Other Public Boards |
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| AC |
| CC |
| GC |
| Age |
| Director |
| Independent |
| Other |
| AC |
| CC |
| GC | |||
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Richard Dickson |
| 56 |
| 2022 |
| No |
| — |
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Elisabeth B. Donohue Former CEO, Publicis Spine |
| 56 |
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| 2021 |
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| Yes |
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| 2 |
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| M |
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| 58 |
| 2021 |
| Yes |
| 1 |
| M |
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Robert J. Fisher Managing Director, Pisces, Inc. |
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| 67 |
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| 1990 |
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| Yes |
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| — |
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| C |
| 69 |
| 1990 |
| Yes |
| — |
| C | ||||
William S. Fisher Founder and CEO, Manzanita Capital Limited |
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| 64 |
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| 2009 |
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| Yes |
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| — |
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| 66 |
| 2009 |
| Yes |
| — |
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Tracy Gardner Principal, Tracy Gardner Consultancy |
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| 58 |
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| 2015 |
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| Yes |
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| 1 |
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| C |
| M |
| 60 |
| 2015 |
| Yes |
| — |
| C |
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Kathryn Hall Founder & Co-Chair, Hall Capital Partners |
| 64 |
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| New Nominee |
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| Yes |
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| 1 |
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Bob L. Martin Executive Chair and Director, Gap Inc. |
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| 73 |
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| 2002 |
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| No |
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| 1 |
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Kathryn Hall |
| 66 |
| 2022 |
| Yes |
| — |
| M F |
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Amy Miles Former Chair and CEO, Regal Entertainment Group |
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| 55 |
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| 2020 |
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| Yes |
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| 2 |
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| C F |
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| 57 |
| 2020 |
| Yes |
| 2 |
| C F |
| M | ||
Chris O'Neill Chief Business Officer, Glean Technologies, Inc. |
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| 49 |
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| 2018 |
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| Yes |
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| — |
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| M |
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Mayo A. Shattuck III Non-Executive Chairman, Exelon Corporation |
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| 67 |
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| 2002 |
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| Yes |
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| 2 |
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| M F |
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| M | ||||||||||||||
Salaam Coleman Smith Former Executive Vice President, Disney ABC Television Group |
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| 52 |
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| 2021 |
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| Yes |
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| 2 |
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| M |
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Sonia Syngal CEO and Director, Gap Inc. |
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| 52 |
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| 2020 |
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| No |
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| — |
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| C Chair M Member F Financial Expert | ||||||||||||||||||||||||
Chris O'Neill |
| 51 |
| 2018 |
| Yes |
| — |
| M |
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Mayo A. Shattuck III |
| 69 |
| 2002 |
| Yes |
| 1 |
| M F |
| M | ||||||||||||||||||||||
Tariq Shaukat |
| 51 |
| 2023 |
| Yes |
| 1 |
| M F |
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Salaam Coleman Smith |
| 54 |
| 2021 |
| Yes |
| 1 |
| M |
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C Chair M Member F Financial Expert
AC: Audit and Finance Committee
CC: Compensation and Management Development Committee
GC: Governance and Sustainability Committee
| 2024 Proxy Statement |
Director Nominee Demographics, Skills and Experience
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* Tenure and age are measured as of the filing date of this Proxy Statement.
| 2024 Proxy Statement |
Proposal 2 – Ratification of Auditors (Page 28)
| The Board of Directors Recommends a Vote “FOR” the Selection of Deloitte & Touche LLP as Our Independent |
Based on the Audit and Finance Committee’s assessment of Deloitte & Touche LLP’s qualifications and performance, the Board believes that retention of Deloitte & Touche for fiscal 20222024 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. |
* This chart reflects the average target compensation for fiscal 2023 for our named executive officers other than Mr. Dickson and Mr. Blakeslee, who were hired in 2023, and Mr. Martin, who served as Interim CEO in 2023, as each had non-standard long-term incentive arrangements. This chart is based on salary and target bonus amounts as of April 1, 2023 and the target grant value of fiscal 2023 long-term incentives. These percentages are based on the intended target compensation for each included executive and will not match the percentages calculable from the Summary Compensation Table. See "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives" for an explanation of the share prices used to calculate actual target shares granted under long-term incentive awards.
Table of ContentsFISCAL 2023 ANNUAL BONUS STRUCTURE
Base Salary |
| Target % of Base Salary |
X FY23 Operating Expense as % of Net Sales (% Achieved) | + | 25% X FY23 Individualized EBIT (% Achieved) | + | 25% X FY23 Gap Inc. EBIT (% Achieved) | = | Funded Bonus | +/- | Individual Adjustment | = | Actual Bonus | ||||
* Bonus payments are subject to achievement of a threshold funding goal.
| 2024 Proxy Statement |
Proposal 4 – Amendment of Amended and Restated Certificate of Incorporation (Page 73)
| The Board of Directors Recommends a Vote “FOR” the Approval of the Amendment of the Company's Amended and Restated Certificate of Incorporation. |
The Board believes that amending the Company's Amended and Restated Certificate of Incorporation to update the exculpation provision to cover officers, as allowed by Delaware law, is in our shareholders’ best interests.
| 2024 Proxy Statement |
Table Of Contents
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Policies and Procedures with Respect to Related Party Transactions | 20 |
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Insider Trading Policy and Restrictions on Hedging and Pledging | 24 |
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| 2024 Proxy Statement |
Table Of Contents (Cont.)
PROPOSAL NO. 4 — AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 73 |
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| 2024 Proxy Statement |
Proposal No. 1 – Election of Directors | 1 |
YOUR VOTE
Proposal No. 1 — Election of Directors
Nominees for Election as Directors
The Board, upon recommendation of the Governance and Sustainability Committee, has nominated the eleven11 people whose names are set forth below for election as directors, each nominated to serve for a one-year term until the 20232025 Annual Meeting and until their successors are duly elected and qualified. Each director nominee other than Ms. Hall is a current director.
The Board has no reason to believe that any of the nominees will be unable to serve. However, if any nominee shouldis unable to serve or for any reason be unavailable togood cause will not serve, the Board may reduce the size of our Board in accordance with our Bylaws, or the proxies may be voted for the election of such other person to the office of director as the Board may recommend in place of the nominee. Set forth below is certain information concerning the nominees, including age, experience, qualifications and principal occupation during at least the last five years, based on data furnished by each nominee.
| The Board of Directors Recommends a Vote “FOR” each Director Nominee. |
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| Richard Dickson | |||
| Age: 56 Director since: 2022 Committee Membership: None | |||
Biography: • President and Chief Executive Officer of Gap Inc. since August 2023. President and Chief Operating Officer of Mattel, Inc., a leading global toy company, from 2015 to 2023. Chief Brands Officer of Mattel, Inc. from 2014 to 2015. President and Chief Executive Officer, Branded Businesses of The Jones Group (now Premier Brands Group Holdings), which owned a portfolio of premier apparel, footwear, and accessories brands, from 2010 to 2014. Various senior executive roles at Mattel, Inc. from 2000 to 2010. Experience: • As the current President and Chief Executive Officer of Gap Inc., and with more than two decades in senior leadership roles across fashion, beauty, retail, toys and entertainment, Mr. Dickson brings extensive retail and e-commerce, operations, leadership, financial, and global business experience to the Board. In addition, he brings expertise in brand rejuvenation, digital transformation, and performance improvement, having led Mattel’s revitalization into a culturally relevant and highly innovative company. | ||||
| 2024 Proxy Statement |
| Elisabeth B. Donohue | |||
Age: Director since: 2021 Committee Membership: Compensation and Management Development Current Public Company Directorships: • NRG Energy, Inc.
Former Public Company Directorships Held in Last Five Years: • Synacor, Inc. • AcuityAds Holdings Inc. | ||||
Biography: • Former Chief Executive Officer of Publicis Spine and a member of the Publicis Groupe Management Committee from 2017 to 2020. Global Brand President of Starcom Worldwide from 2016 to 2017. Chief Executive Officer of Starcom USA from 2009 to 2016. Experience: • | ||||
| Robert J. Fisher | |||
Age: Director since: 1990 Committee Membership: Governance and Sustainability (Chair) | ||||
Biography: • Managing Director of Pisces, Inc. since 2010. Interim President and Chief Executive Officer of Gap Inc. from January 2007 to August 2007 and November 2019 to March 2020. Chair of the Board of Gap Inc. from 2004 to August 2007 and February 2015 to March 2020. Executive of Gap Inc. from 1992 to 1999. Various positions with Gap Inc. from 1980 to 1992. Experience: • Mr. Fisher has vast retail business experience specific to Gap Inc. and its global operations, as a result of his many years serving in a variety of high-level | ||||
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| 2024 Proxy Statement |
Proposal No. 1 – Election of Directors | 3 |
| William S. Fisher | |||
Age: Director since: 2009 Committee Membership: None | ||||
Biography: • Founder and Chief Executive Officer of Manzanita Capital Limited, a private equity fund, since 2001. Executive Vice Chairman of Pisces, Inc. since June 2016. Various positions with Gap Inc. from 1986 to 1998. Experience: • Mr. Fisher brings extensive global retail and business experience to the Board as a result of his many years serving in a variety of high-level positions across Gap Inc., including as President of the International Division. In addition, as a director on the boards of a number of private retail companies, including Space NK and Diptyque, he brings extensive knowledge of the global retail industry and risk oversight expertise. | ||||
| Tracy Gardner | |||
Age: Director since: 2015 Committee Membership: Compensation and Management Development (Chair)
• Crocs, Inc. | ||||
Biography: • Principal of Tracy Gardner Consultancy since 2010. Chief Executive Officer of Experience: • With over 30 years of retail experience, Ms. Gardner is | ||||
| 2024 Proxy Statement |
| Proposal No. 1 – Election of Directors | 4 |
| Kathryn Hall | |||
Age: Director since: Committee Membership:
Former Public Company Directorships Held in Last Five Years: • Cohn Robbins Holding Corporation | ||||
Biography: • Founder and Co-Chair of Hall Capital Partners, an SEC-registered investment advisor, since 1994, and a member of the firm’s Executive Committee and Investment Review Committee. Founder and Co-Executive Chair of Galvanize Climate Solutions, a mission-driven investment platform, since 2021, and a member of the firm’s Operating Committee. General Partner of Laurel Arbitrage Partners from 1989 to 1994. Experience: • Ms. Hall brings extensive financial and investment experience, as well as senior management and leadership experience, including as the Founder and Co-Chair of an | ||||
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Age: Director since: Committee Membership:
Governance and Sustainability Current Public Company Directorships: • • Amgen Inc. | ||||
Biography: •
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Experience: • As a former Chair, Chief Executive Officer and Chief Financial Officer, Ms. Miles | ||||
| 2024 Proxy Statement |
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Proposal No. 1 – Election of Directors |
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| Chris O'Neill | |||
| Age: 51 Director since: 2018 Committee Membership: Audit and Finance | |||
Biography: • Managing Partner, Bobcaygeon Capital, LLC since 2013. Chief Experience: • Mr. O’Neill's experience as a global technology executive, | ||||
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| Mayo A. Shattuck III | |||
Age: Director since: 2002 Committee Membership: Audit and Finance Governance and Sustainability Current Public Company Directorships: • Capital One Financial Corporation • Former Public Company Directorships Held in Last Five Years: • Alarm.com Holdings, Inc. • Exelon Corporation | ||||
Biography: • Experience: • With his experience as a director of three other public companies, as the former Chief Executive Officer of | ||||
| 2024 Proxy Statement |
| Tariq Shaukat | |||
Age: 51 Director since: 2023 Committee Membership: Audit and Finance Current Public Company Directorships: • Public Storage | ||||
Biography: • Co-Chief Executive Officer of SonarSource SA, an open source enterprise software company developing artificial intelligence and analytical solutions to improve the quality and security of software, since August 2023. President of Bumble Inc. from 2020 to 2023. President, Google Cloud at Google LLC from 2016 to 2020. Chief Commercial Officer of Caesars Entertainment Corporation from 2014 to 2016, after joining the company in 2012 as Chief Marketing Officer (Caesars Entertainment Operating Company, Inc., a subsidiary of Caesars Entertainment Corporation, and for which Mr. Shaukat served as an executive officer, filed voluntary petitions for relief under Chapter 11 in 2015). Prior to Caesars, Mr. Shaukat was a Partner at McKinsey & Company focused on consumer businesses in the travel, financial services, media and technology industries. Experience: • As the Co-Chief Executive Officer of SonarSource, and as the former President of Bumble, President of Google Cloud, and Chief Commercial Officer and Chief Marketing Officer of Caesars, Mr. Shaukat brings extensive experience in overseeing finance, legal, operations, revenue management, marketing, information technology, analytics and machine learning initiatives. He also brings to the Board his leadership experience in these roles, as well as | ||||
| 2024 Proxy Statement |
| Salaam Coleman Smith | |||
Age: Director since: 2021 Committee Membership: Compensation and Management Development Current Public Company Directorships: • Pinterest, Inc. Former Public Company Directorships Held in Last Five Years: • Enjoy Technology, Inc. | ||||
Biography: • Former Executive Vice President at The Walt Disney Company’s Disney ABC Television Group from 2014 to 2016, overseeing strategy and programming for ABC Family’s Freeform channel. Various senior executive roles at Comcast NBCUniversal from 2003 to 2014, including President of Style Network from 2008 to 2013. Senior executive at Viacom from 1993 to 2002, including serving as a senior executive within MTV Networks International Division and Experience: • | ||||
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Departing Director
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Robert J. Fisher and William S. Fisher are brothers. Biographical 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 January 29, 2022.
Departing Directors
John J. Fisher,Bob L. Martin, who has served as a director of the Company since 2018,2002, as Board Chair since 2020, and Jorge P. Montoya, who has served as a director of the Company since 2004, areInterim CEO from July 2022 to August 2023, is not standing for reelection at our 20222024 Annual Meeting. The Board thanks Mr. Fisher and Mr. MontoyaMartin for theirhis many years of dedicated service to the Board and significant contributions to the Company.
| 2024 Proxy Statement |
| Proposal No. 1 – Election of Directors | 8 |
DirectorDirector 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,While we do not maintain a formal diversity policy, 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 from time to identifytime to assist in identifying potential director nominees. The Committee, in collaboration with the search firm, may develop targeted search specifications. Any search firm used to identify potential nominees is instructed to include qualified candidates who reflect diverse backgrounds in its initial list of candidates. These consultants have assisted the Committee in identifying a diverse pool of qualified candidates and in evaluating and pursuing individual candidates at the direction of the Committee. Ms. Donohue was identified as aDirectors may also leverage their business and personal networks to help identify potential candidate by a third-party search firm.directors nominees.
The Governance and Sustainability Committee will also consider director nominees recommended by our shareholders pursuant to our Bylaws. See “Other Information—Questions and Answers about the Annual Meeting and Voting” for more information.
| 2024 Proxy Statement |
Director Nomination Process
1. Assess Board Composition and Collect Candidate Pool | Results | |
The Governance and Sustainability 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. | Five new directors brought on to the Board since 2021, including: CEO, President, COO and senior leadership experience Media and digital marketing expertise Finance and investment expertise Brand strategy and revitalization expertise Technology, analytics and machine learning expertise Public company board experience Three women and two racially diverse directors | |
2. Evaluation of Candidates | ||
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, Chief Executive Officer, 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, Chief Executive Officer, or Chair of the Governance and Sustainability Committee. | ||
3. Recommendation to the Board | ||
The Governance and Sustainability Committee recommends qualified candidates to the full Board for review and approval. |
Director Nominee Demographics
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* Tenure and age are measured as of the filing date of this Proxy Statement.
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| 2024 Proxy Statement |
Proposal No. 1 – Election of Directors |
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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.questionnaire. Results are aggregated and summarized for discussion purposes. Responses are not attributed to any individual director and are kept confidential to ensure honest and candid feedback is received. TheEach director also participates in private one-on-one conversations, which have been facilitated in recent years by the Chief Legal and Compliance Officer, also meets privately withthe Chair of the Governance and Sustainability Committee, and the Lead Independent Director, where additional feedback is solicited on the Board's performance and individual directors to solicit additional feedback.directors' contributions. Following these discussions, the Governance and Sustainability Committee reviews the self-assessment results and discusses opportunities and makes recommendations for improvement as appropriate with the full Board, which implements agreed upon improvementsimprovements. 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.
20212023 Board Self-Assessment Process
| 2024 Proxy Statement |
| Proposal No. 1 – Election of Directors | 11 |
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.strategies. The Committee and the Board considered these skills characteristics, and qualifications in determining whether to recommend each director to be nominated for election.
Director Nominee Skills and Qualifications
SKILLS AND QUALIFICATIONS |
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Experience in the retail or consumer product sectors, including specific experience overseeing product design or merchandising, or developing strategies for real estate, store operations and logistics. | ||||||||||||
International Business and Markets |
| ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ||
Experience driving business success in global markets, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities. | ||||||||||||
Leadership |
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Experience as a CEO or CFO, or other extended leadership experience for a significant enterprise, resulting in a practical understanding of strategy, risk management, general operations, human capital management and succession planning, and driving change and long-term growth. | ||||||||||||
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Leadership of a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes. | ||||||||||||
Technology |
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Significant experience leveraging technology to generate disruptive innovation and extend or create new business models. | ||||||||||||
Marketing, Media and Public Relations |
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Experience overseeing or managing consumer marketing, media or public relations strategy for a complex organization, including crisis management and managing publicity risk. |
| 2024 Proxy Statement |
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 20212023 and has determined that Elisabeth B. Donohue, John J. Fisher, Robert J. Fisher, William S. Fisher, Tracy Gardner, Isabella Goren,Kathryn A. Hall, Amy Miles, Jorge P. Montoya, Chris O’Neill, Mayo A. Shattuck III, Elizabeth SmithTariq Shaukat, and Salaam Coleman Smith are or in the case of former directors, were independent under SEC and NYSE rules and have or had no direct or indirect material relationships with the Company. The Board also evaluated the independence of each other director nominee and has determined that Kathryn Hall, if elected, would be independent under SEC and NYSE rules and would not have a direct or indirect material relationship with the Company. In particular, the Board has determined that none of these directors or 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)following: (A) with the exception of Robert Fisher’s brief periods of service during 2007 and 2019 to 2020 as Interim President and CEOChief Executive Officer of the Company during CEOChief Executive Officer transitions, neither John, Robert nor William Fisher has served as an officer of the Company in over 20 years;years, (B) NYSE guidance indicates that employment as an Interim Chief Executive Officer does not disqualify directors from being considered independent following that employment, and (ii)(C) NYSE guidance indicates that ownership of even a significant amount of stock does not preclude a finding of independence. After consideration ofconsidering these factors, the Board concluded that there is no material relationship between the Company and John, Robert andor William Fisher that would impact their independence under NYSE rules. Mr.Bob L. Martin and Ms. SyngalRichard Dickson were determined to not be independent by virtue of their employment with the Company.
Director Nominee Independence
| 2024 Proxy Statement |
| Corporate Governance |
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Corporate Governance Highlights
ACCOUNTABILITY TO SHAREHOLDERS | ||
Annual Board Elections | All directors are elected annually. We do not have a | |
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. | |
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| 2024 Proxy Statement |
Corporate Governance |
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BOARD STRUCTURE | ||
Director Diversity | Our directors have a diversity of backgrounds, qualifications, experiences, and personal | |
Director Overboarding Policy | As described in our Corporate Governance Guidelines, directors who are full-time employees of other companies should not serve on more than three public company Boards (including the Company’s), and directors who are retired from full-time employment should not serve on more than four public company Boards | |
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 | |
Annual Board Independence Assessment | Annually, we review the independence status of our directors. We require directors to inform us of changes in circumstances that | |
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 | |
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 |
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| 2024 Proxy Statement |
| Corporate Governance |
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Corporate Governance Guidelines
We have adopted Corporate Governance Guidelines that outline, among other matters, the role and functions of the Board, the responsibilities of the various Board committees, and the procedures for shareholders to communicate with and report concerns to the Board. We review our Corporate Governance Guidelines annually to align with new requirements and developing best practices.
| Our Corporate Governance Guidelines are available at www.gapinc.com (follow the Investors, Governance links). |
Additional Corporate Governance Information
If you would like further information regarding our corporate governance practices, please visit the Governance and Corporate Compliance sections ofat www.gapinc.com (follow the Investors, Governance and Investors, Corporate Compliance links). Those sections include:
Our Corporate Governance Guidelines;
Our Code of Business Conduct;
Our Committee Charters;
Our Certificate of Incorporation;
Our Bylaws;
Our Executive Stock Ownership Policy;
Our Executive Compensation Recoupment Policy;
Our Political Engagement Policy;
How interested parties may communicate with our Board 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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Corporate Governance |
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BOARD OVERSIGHT OF RISK
Board of Directors The Board is responsible for oversight of the business, affairs and integrity of the Company, | ||||||||
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Board Committees While the Board has | ||||||||
Audit and Finance | Compensation and Management Development | Governance and Sustainability | ||||||
Our internal controls
Our Corporate Compliance program
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Enterprise Risk Annually, the Company’s Internal Audit department | ||||||
The ERM assessment results are reviewed by the CEO and the Risk Committee and are presented to the Board to facilitate discussion of high-risk areas. The results provide the foundation for the annual Internal Audit plan, management’s monitoring and risk mitigation efforts, and ongoing The Company's Disclosure Committee is a cross-functional team that reviews financial and business disclosures in part to ensure that required disclosures regarding risks are accurate. The Company's legal and financial reporting teams seek input and advice from internal subject matter experts and external advisors in drafting specific disclosures, and that input and advice is communicated to the Disclosure Committee as appropriate. | ||||||
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CYBERSECURITY RISK OVERSIGHT
COVID-19 PANDEMIC RESPONSE
Our Board understands the importance of maintaining a robust and effective cybersecurity program. The Audit and Finance Committee of the Board together with management continues to oversee our ongoing efforts to mitigate financial and human capital management risk exposures associated withoversees the COVID-19 pandemic. We remain committed to protecting the health and safety of our employees and their families,Company’s cybersecurity program as well as the healthrisk exposures and safety of our customers. In 2020, we committedsteps taken by management to evolving our healthmonitor and safety practices as we safely reopened stores withmitigate cybersecurity risks. The Company's Chief Information Security Officer and/or Chief Digital and Technology Officer provide a strategic plan to deliver a safe shopping experience for our communities. We will continue to base our safety protocolsquarterly update on the standards of the Centers for Disease Control and Prevention (CDC) and the World Health Organization (WHO), as well as local government mandates.
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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 toor the threat of security breaches and cyberattacks,full Board. Additionally, on a quarterly basis, our Chief Audit Executive updates 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 reportson the Internal Audit plan and any changes to the Company’s enterprise risk profile, including identified cybersecurity risks. In the last three years, the expenses (including any penalties and settlements) we have incurred from cybersecurity breach incidents were immaterial.
Additional information about the Chief Information Security Officer and the Chief Information Officer. The Audit and Finance Committee regularly briefs the BoardCompany's cybersecurity program can be found in our Annual Report on these matters, and the Board also receives periodic briefingsForm 10-K filed on cybersecurity threats to augment our directors’ literacy on cybersecurity issues.March , 2024.
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 ofreviews each of the Company’s compensation policies and practices for the purpose of determining whether any risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. As a part of this review, each of the Company’s compensation policies and practices were compared to a number of specific factors that could potentially increase risk, including the specific factors that the SEC has identified as potentially triggering disclosure. The Company balanced these factors against a variety of mitigating factors. Examples of some of the mitigating factors are:
Compensation policies and practices are structured similarly across business units;
The risk of declines in performance in our largest business units is well understood and managed;
Incentive compensation expense is not a significant percentage of any unit’s revenues;
For executives, a significant portion of variable pay is delivered through long-term incentives, which carry vesting schedules over multiple years;
A mix of compensation vehicles and performance measures is used;
Stock ownership requirements for executives are in place;
Payouts of material cash and equity incentive plans are capped at all levels;
Threshold levels of performance must be achieved for the bulk of variable pay opportunities; and
A clawback policy is in place allowing forrequiring recoupment of incentive compensation in the event of a financial restatement, and allowing for recoupment of incentive compensation in the event of a non-restatement related miscalculation or management misconduct or 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 Legal and Compliance Officer and the Chair of the Compensation and Management Development Committee. As a result of management’s review, the Company determined that any risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
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Corporate Governance |
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Environmental,, Social, & and Governance (ESG) Oversight
BOARD OVERSIGHT OF ESG
The Board isand its committees are actively involved in oversight of our ESG strategy,environmental, social and governance ("ESG") programs and policies, given the importance that the Company believes ESG strategies have in achieving its long-term growth objectives. TheEach Board and/or certaincommittee plays an important role in overseeing aspects of its committees receive regular updates from the Chief Growth Transformation Officer, who oversees the Company’sour 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,program, and provides regular updates to the full Board regarding the Company’son its areas of 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.oversight responsibility. The Board, taking into account its committees’these reports, monitors ESGESG-related risks and opportunities as part of its overarching risk management responsibility.and strategy responsibilities.
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
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Receives regular reports from the Board committees on their areas of ESG oversight responsibility and monitors ESG-related risks and opportunities. | ||||||
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Governance and Sustainability | Compensation and Management Development | Audit and Finance | ||||
Oversees strategies to support the sustainable growth of the Company’s business, including the Company’s environmental stewardship practices, social and community issues involving supply chain, and the Company’s philanthropy and community giving activities. | Oversees the Company’s human capital management and talent development functions, including, among others, programs and strategies related to opportunity hiring, pay equity, and workforce diversity, equity and inclusion. | Oversees the Company’s corporate compliance function, the Internal Audit function and enterprise risk management, and Company programs related to data privacy and cybersecurity. | ||||
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Chief Supply Chain and Transformation Officer, Chief People Officer, Chief Legal and Compliance Officer, and Other Senior Leaders | ||||||
Report regularly to the Board and its committees on ESG topics and developments. | ||||||
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ESG Functions | ||||||
Teams across the Company, including Global Sustainability, Product, Marketing, Equality & Belonging, Human Resources, Supply Chain Strategy, Government Affairs, Legal, and Gap Foundation engage on ESG topics. | ||||||
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.RISK MANAGEMENT
As described above, our Internal Audit department and Risk Committee, with representatives from our Senior Leadership Team, performfacilitates an annual enterprise riskERM assessment that encompasses, among others, risks related to human rights and labor, environmental impacts and other sustainability and climate change, whichissues. The ERM assessment is reviewed by the CEO,presented to the Board, and it informs the Senior Leadership Team.annual Internal Audit plan and ongoing Board-level oversight of ESG risks. In addition, the ESGour Business Continuity team works with business partnersanalyzes, prioritizes, and expertshelps mitigate risks resulting from extreme weather, natural hazards, and other external events, to assesshelp protect our owned and manage business risks, including the risks that climate changeoperated facilities and environmental impacts could pose to our business.stores.
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.
| Our most recent Annual ESG Report and other ESG resources are available at www.gapinc.com (follow the Values, Sustainability and Values, Equality & Belonging links). |
| Gap Inc. is committed to respecting the dignity of all people and communities. Our Human Rights Policy |
| 2024 Proxy Statement |
| Corporate Governance |
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CORE ESG FOCUS AREASWHY WE ENGAGE
WeOur Board and management are strivingcommitted to build a more sustainable future fordriving long-term shareholder value through strong corporate governance, which includes ongoing dialogue with our business, global community, people and planet. To accomplish this, our ESG team is focused on the following three core pillars, which have enabledshareholders to enable us to make strides towardsunderstand and respond to their concerns. We have a robust shareholder outreach program, aimed at providing visibility and transparency into compensation, governance, and ESG practices, and assessing those issues to better inform our goals:decision-making, enhance our disclosures, and help shape our go-forward practices. Our shareholder outreach program is a recurring year-round effort led by a cross-functional team that includes members of our Legal, Total Rewards, and Global Sustainability teams, with participation from additional leaders when requested by shareholders or appropriate.
WHEN WE ENGAGE
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Ahead of annual meeting, engage with shareholders to update and | Review feedback and results from annual meeting and identify any areas of concern. | Off-season engagement with shareholders primarily focused on ESG and corporate governance developments. | Review feedback and consider changes to compensation, governance and ESG practices and disclosures. | |||||
2023 OUTREACH
In the spring of 2023, we invited our top 25 shareholders (not including members of the Fisher family), representing approximately 47% of our outstanding ownership at that time, to engage in discussion with us and provide an update on our ESG, executive compensation, and corporate governance practices, and in the fall of 2023, we invited our top 25 shareholders (not including members of the Fisher family), representing approximately 49% of our outstanding ownership at the time, to engage in discussion with us and provide an update on our ESG and corporate governance practices. We engaged with shareholders representing approximately 18% of our outstanding shares in the spring of 2023 and with shareholders representing approximately 8% of our outstanding shares in the fall of 2023. We received overall positive feedback on our ESG, executive compensation and corporate governance practices.
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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.
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Communication with Directors
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Shareholders and other interested parties can send direct communications to our Board (through our Board Chair 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
Our Code of Business Conduct is designed to promote a responsible and ethical work environment and applies to all Gap Inc. employees and directors. The Code contains our 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 ofaccess to the Code when they join the Company, agree in writing to comply with it, 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.course.
In addition, the Audit and Finance Committee oversees the Company’s Corporate Compliance Program,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.
| OurCode of Business Conductis available at www.gapinc.com (follow the Investors, Corporate Compliance 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 and the Governance and Sustainability Committee also receivesreceive periodic updates regarding the Company’s political activities.
The Company also provides eligible employees with the opportunity to contribute to the Gap Inc. Political Action Committee (“Gap PAC”). Gap PAC is a separate legal entity withhas its own oversight council thatand is funded solely from voluntary contributions made by eligible employees, directors, shareholders, and their families. The Senior DirectorHead of Government Affairs manages and oversees all Gap PAC contributions after consultation and approval by the Gapinternal PAC oversight council.
| OurPolitical Engagement Policy, as well as information about our political contributions and trade associations we support, is available at www.gapinc.com (follow the Investors, Governance links). |
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 that are required to be 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.
ThereWe have determined 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 Company's policies and procedures for the review and approval of Related Party Transactions.
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Corporate Governance | 21 |
Board Leadership Structure and Independent Oversight
Bob Martin was appointed ExecutiveOur current Board Chair, of the Board, an 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.Bob Martin, is not considered an independent director. Thestanding for reelection to the Board believes that Mr. Martin’s service as Executive Chair and as an advisor to our CEO continues to behe has reached the mandatory retirement age indicated in the best interestsCompany's Corporate Governance Guidelines. Upon Mr. Martin's retirement, effective as of the Company and its shareholders, as our CEO and the Board are both able to benefit from his extensive knowledgedate of the retail industry and experience overseeing global retail companies.Annual Meeting, we expect that Mayo Shattuck will assume the role of independent Board Chair.
We believe in the importance of independent oversight. We ensure that this oversight is truly independent and effective through a variety of means, including:
WeSince 2015, other than during periods of CEO transitions, we 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 Robert Fisher served as Interim President and CEO).Chair. We believe that separating these positions provides the mostappropriate leadership structure at this time.structure. Our CEO is typically responsible for day-to-day leadership and for setting thestrategic direction of the Company, while the Board Chair of the Board oversees the functioning of the Board and its oversight responsibilities and 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 directorsOur Board has determined that each director nominee, other than Mr. Martin and Ms. Syngal areDickson, is independent.
Our Corporate Governance Guidelines provide that if the Board Chair of the Board is not anindependent director and the Board determines it is appropriate, the independent directors will designate an independent director to serve as Lead Independent Director. If noMost recently, Mr. Shattuck has served as Lead Independent Director is designated,since 2022. The Lead Independent Director serves as a liaison between the independent directors will designate at each meeting anand management and provides independent directorleadership 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 quarterly Board meeting, allthe independent directors are typically scheduled to meet in anexecutive session without the presence of any managementnon-independent directors.
Each standing Board committee (Governance and Sustainability,Audit and Finance, and Compensation and Management Development) is required to be composed solely of independent directors.
Governance and Sustainability CommitteeBoard Committees
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:
The Company’s corporate governance matters, including the annual review of our Corporate Governance Guidelines.
The annual self-assessment of the Board, its committees and individual directors.
The identification and selection of director nominees.
Oversight of the Company’s programs, policies and practices relating to environmental, social and community, and governance issues and impacts to support the sustainable growth of the Company’s business.
Such other duties as directed by the Board of Directors.
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Audit and Finance Committee
Members: Amy Miles (Chair); Chris O’Neill; Mayo A. Shattuck III. Isabella D. Goren, who resigned from the Board effective December 31, 2021, served on the Audit and Finance Committee in 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:
The integrity of our financial statements.
The adequacy of our 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.
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The performance of the Internal Audit function.
Oversight of our Corporate Compliance program.
Finance matters.
Oversight of our Data Privacy and Cybersecurity programs.
Such other duties as directed by the Board of 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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Members: Amy Miles (Chair) Kathryn A. Hall Chris O’Neill Mayo A. Shattuck III | The This Committee assists the Board in fulfilling its oversight responsibilities relating to: The integrity of our financial statements. The adequacy of our internal controls. Compliance with legal and regulatory requirements. The qualifications and independence of the independent accountant and the performance of its audits. The performance of the Internal Audit function and enterprise risk management. Oversight of our Corporate Compliance program. Finance matters. Oversight of our Data Privacy and Cybersecurity programs. Such other duties as directed by the Board. In addition, the Audit and Finance Committee is directly responsible for the appointment, compensation, retention and oversight of the independent accountant. | |||
AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that the Audit and Finance Committee has twofour 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. Hall, Ms. Miles, Mr. Shattuck and Mr. Shattuck,Shaukat, each of whom is an independent director. See Ms. Hall’s, Ms. Miles’, Mr. Shattuck’s and Mr. Shattuck’sShaukat's biographies in "Nominees for Election as Directors" for information regarding their relevant experience.
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:
Executive officer and director compensation.
Succession planning for senior management.
Development and retention of senior management.
Human capital management.
Such other duties as directed by the Board of Directors.
| TheAudit and Finance Committee’s charter is available at www.gapinc.com (follow the Investors, Governance links). |
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Members: Tracy Gardner (Chair) Salaam Coleman Smith * Mr. Dickson served on the Compensation and Management Development Committee | The Board’s Compensation and Management Development Committee is composed solely of independent directors. This Committee assists the Board in fulfilling its oversight responsibilities relating to: Executive officer and director compensation. Succession planning for senior management. Development and retention of senior management. Human capital management. Such other duties as directed by the Board. | |||
COMPENSATION OVERSIGHT
The Compensation and Management Development Committee approves all of the Company’s executive compensation policies and programs and all compensation awarded to executive officers. Our CEO evaluates each executive officer and discusses with the Committee his or her assessment and recommendations for compensation. The CEO is not present during the Committee’s deliberations about his or her own compensation. The Committee also oversees senior management development, retention, and succession plans.
The Compensation and Management Development Committee approves grants of stock units and stock optionsequity awards to employees at the Vice President level or above, and has delegated authority, within defined parameters, to the CEOCompany's Chief People Officer or, in the CEO’sher absence, the Committee ChairChief Executive Officer, to approve grants of restricted stock units to employees below the Vice President level (see “Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” for more details). The Committee has also delegated authority, within defined parameters, to the Company’s Human Resources personnel to make certain non-material changes to the Company’s employee benefit plans.
INDEPENDENT COMPENSATION CONSULTANT
The Compensation and Management Development Committee has engaged Frederic W. Cook & Co. as its independent executive compensation consultant. The consultant provides advice to the Committee from time to time on our executive compensation program structure and specific individual compensation arrangements (see ““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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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 2021,2023, Mr. Dickson, Ms. Donohue, Ms. Gardner, Jorge P. Montoya, Mr. O’Neill, Elizabeth A. Smith, and Ms. Coleman Smith served on the Compensation and Management Development Committee of the Board of Directors.Board. 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 20212023 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 2021,2023, 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.
| The Compensation and Management Development Committee’s charter is available at www.gapinc.com (follow the Investors, Governance links). |
| 2024 Proxy Statement |
Governance and Sustainability Committee | ||||
Members: Robert J. Fisher (Chair) Amy Miles Mayo A. Shattuck III | The Board’s Governance and Sustainability Committee is composed solely of independent directors. This Committee assists the Board in fulfilling its oversight responsibilities relating to: The Company’s corporate governance matters, including the annual review of our Corporate Governance Guidelines. The annual self-assessment of the Board, its committees and individual directors. The identification and selection of director nominees. Oversight of the Company’s programs, policies and practices relating to certain environmental, social and community, and governance issues and impacts to support the sustainable growth of the Company’s business. Such other duties as directed by the Board. | |||
| The Governance and Sustainability Committee’s charter is available at www.gapinc.com (follow the Investors, Governance links). |
Board and Committee Meetings in Fiscal 20212023
The Board met 86 times during fiscal 2021.2023. The following table lists the current members of each Board committee and the number of committee meetings held during fiscal 2021:2023:
Name |
| Audit & Finance |
| Compensation & Management Development |
| Governance & Sustainability |
| Audit |
| Compensation |
| Governance |
Richard Dickson |
| |||||||||||
Elisabeth B. Donohue |
|
|
| ● |
|
|
|
|
| ● |
|
|
John J. Fisher(1) |
|
|
|
|
|
| ||||||
Robert J. Fisher |
|
|
|
|
| Chair |
|
|
|
|
| Chair |
William S. Fisher |
|
|
|
|
|
|
|
|
|
|
|
|
Tracy Gardner |
|
|
| Chair |
| ● |
|
|
| Chair |
|
|
Amy Miles(2) |
| Chair |
|
|
|
| ||||||
Kathryn A. Hall |
| ● |
|
|
|
| ||||||
Amy Miles |
| Chair |
|
|
| ● | ||||||
Bob L. Martin |
|
|
|
|
|
|
|
|
|
|
|
|
Jorge P. Montoya(3) |
|
|
| ● |
|
| ||||||
Chris O'Neill |
| ● |
|
|
|
|
| ● |
|
|
|
|
Mayo A. Shattuck III |
| ● |
|
|
| ● |
| ● |
|
|
| ● |
Tariq Shaukat |
| ● |
|
|
|
| ||||||
Salaam Coleman Smith |
|
|
| ● |
|
|
|
|
| ● |
|
|
Sonia Syngal |
|
|
|
|
|
| ||||||
Number of Meetings |
| 8 |
| 6 |
| 5 |
| 9 |
| 10 |
| 4 |
|
|
|
|
|
|
Directors are expected to attend all meetings of the Board and committees on which they sit. Each incumbent director attended at least 75% of the meetings of the Board and committees on which he or she served (held during the time that he or she served) in fiscal 2021.2023. In addition, individual Board members often work together and with management outside of formal meetings.
The independent directors are typically scheduled to meet without the presence
| 2024 Proxy Statement |
Attendance of Directors at Annual MeetingsMeeting of Shareholders
Our policy regarding attendance by directors at our Annual Meeting of Shareholders states that our Board Chair 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. 12 of 13All 11 of our then current directors attended our 20212023 Annual Meeting.
| |||
|
|
Stock Ownership GuidelinesGuidelines 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 directorsBoard members must also contact our Legal Department for trading clearance.pre-clearance.
Our Securities Law Compliance Manual, which is applicable to all Company insiders, including our directors,Board members, employees at the Vice President level or above, and others who have access to Company-wide financial or sensitive nonpublicnon-public 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 directorsBoard members are also prohibited from holding the Company’sCompany stock in a margin account as collateral for a margin loan or otherwise pledging Company stock as collateral.
|
| 2024 Proxy Statement |
Compensation of Directors | 25 |
Annual Retainers
The table below shows the annual retainers we paid to our non-employee directors in fiscal 20212023 as well as the amounts payable for fiscal 20222024 (which will remain the same).
FISCAL YEAR 20212023 AND 2022 2024 DIRECTOR CASH COMPENSATIONCOMPENSATION(1)
| 2023 |
| 2024 | |
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 Chair of the Board |
| $200,000 |
| $200,000 |
Additional Annual Retainer for Lead Independent Director |
| $40,000 |
| $40,000 |
|
| 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 |
|
|
|
|
|
|
|
Employee directors (including(which included Mr. Martin and Ms. SyngalMr. Dickson in fiscal 2021)2023) are not eligible to receive annual retainer fees while employed and are not eligible to serve on committees.
BOARD CHAIR ROLE AND ADVISOR COMPENSATION
In fiscal 2021, in connection with Mr. Martin's service as Executive Chair of the Boardcommittees while employed and as an advisoruntil they are determined to our CEO, an employee role, Mr. 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, with a potential payout that could 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,be independent. 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 targetsand Mr. Dickson’s compensation for fiscal 2023 is 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 $3,700,000, which vested 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, exceptforth 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“2023 Summary Compensation Table” and related executive compensation under our non-employee director compensation program while he serves in an executive capacity as an advisor to our CEO.tables.
| |||
Table of ContentsEquity 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 $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 $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’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’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’shareholders meeting, are granted on June 30 of each year; provided, however, that if the Company’s annual shareholders’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’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
We 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.
| 2024 Proxy Statement |
Directors and their spouses are eligible to receive discounts on our merchandise on terms similar to the Gap Inc. corporate employee merchandise discount policy. In addition, on an annual basis, non-employee directors may elect to receive gift cards for Gap Inc. merchandise, up to a maximum of $5,000.
Directors are eligible to participate in The Gap, Inc. Deferred Compensation Plan (“DCP”). 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. 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, which is available to all employees, under which we match contributions to eligible nonprofit organizations, up to certain annual limits. In calendar year 2021,2023, the annual limit for directors (including our CEO) was $15,000 under the Gift Match Program.
Program, except for Mr. Dickson and Mr. Martin who each had a $100,000 annual gift match limit.
|
| 2024 Proxy Statement |
Compensation of Directors | 27 |
Director Compensation Summary
The following table sets forth certain information regarding the compensation of our non-employee directors who served in fiscal 2021,2023, which ended January 29, 2022.February 3, 2024.
Name(1) |
| Fees |
| Stock |
| Option |
| Change in |
| All Other |
| Total |
Elisabeth B. Donohue |
| 102,000 |
| 169,991 |
| — |
| — |
| 15,500 |
| 287,491 |
Robert J. Fisher |
| 115,000 |
| 169,991 |
| — |
| — |
| 17,500 |
| 302,491 |
William S. Fisher |
| 90,000 |
| 169,991 |
| — |
| — |
| 15,000 |
| 274,991 |
Tracy Gardner |
| 122,000 |
| 169,991 |
| — |
| — |
| 2,000 |
| 293,991 |
Kathryn Hall |
| 106,000 |
| 169,991 |
| — |
| — |
| 5,000 |
| 280,991 |
Amy Miles |
| 141,000 |
| 169,991 |
| — |
| — |
| 5,000 |
| 315,991 |
Chris O'Neill |
| 106,000 |
| 169,991 |
| — |
| — |
| 5,711 |
| 281,702 |
Mayo A. Shattuck III |
| 156,000 |
| 169,991 |
| — |
| — |
| 35,000 |
| 360,991 |
Tariq Shaukat |
| 76,879 |
| 169,991 |
| — |
| — |
| 1,500 |
| 248,370 |
Salaam Coleman Smith |
| 102,000 |
| 169,991 |
| — |
| — |
| 15,500 |
| 287,491 |
Name(1) |
| Fees Earned or Paid in Cash ($) |
|
| 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 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 Proxy Statement | ||
| Proposal No. 2 | 28 |
Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting FirmAccountant
The Audit and Finance Committee of the Board of Directors has selected Deloitte & Touche LLP as our independent registered public accounting firmaccountant for the fiscal year ending January 28, 2023.on February 1, 2025. Deloitte & Touche LLP (or its predecessor firm) has been retained as our independent registered public accounting firmaccountant 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 firmaccountant 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.
| The Board of Directors Recommends a Vote “FOR” the Selection of Deloitte & Touche LLP as Our Independent |
Representatives of Deloitte & Touche LLP are expected to be present, available to make statements, and available to respond to appropriate shareholder questions at the 20222024 Annual Meeting.
|
| 2024 Proxy Statement |
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 January 30, 202128, 2023 and January 29, 2022February 3, 2024 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 2020YEARS 2022 AND 20212023 ACCOUNTING FEES
Fees (in thousands) (see notes below) |
|
| Fiscal Year 2020 |
|
| Fiscal Year 2021 |
|
| Fiscal Year |
| Fiscal Year | |
|
|
|
|
|
|
|
| |||||
Audit Fees |
| $ | 5,110 |
| $ |
| 5,645 |
|
| $5,829 |
| $5,876 |
Audit-Related Fees |
|
| 370 |
|
| 390 |
|
| $1,057 |
| $2,106 | |
Tax Fees |
|
| 1,644 |
| 1,598 |
|
| $1,404 |
| $1,433 | ||
All Other Fees |
|
| 1,178 |
|
| 652 |
|
| $744 |
| $5,544 | |
Total |
| $ | 8,302 |
| $ |
| 8,285 |
|
| $9,034 |
| $14,959 |
“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.
“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 & Touche LLP subscription fees and fees for non-audit services. In fiscal years 20202022 and 2021,2023, includes approximately $1.1 million$700,000 and $700,000,$5,500,000, respectively, for permissible projectproject-related consulting services.fees.
The Audit and Finance Committee approves the terms, including compensation, of the engagement of our independent registered public accounting firmaccountant 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 and Finance Committee pre-approved all services performed by the Company’s independent registered public accounting firmaccountant for fiscal years 20202022 and 2021.2023.
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.accountant. 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 firmaccountant is in the best interests of the Company and our shareholders.
| 2024 Proxy Statement |
| Report of the Audit and Finance Committee | 30 |
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 firmaccountant and the performance of its audits, the performance of the Internal Audit function, enterprise risk management, oversight of the Company’s Corporate Compliance program, finance matters, oversight of the Company’s Data Privacy and Cybersecurity programs, finance matters, and such other duties as directed by the Board of Directors.Board. The Committee operates under a written charter adopted by the Board of Directors.Board. 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 January 29, 2022February 3, 2024 with the Company’s management. In addition, the Committee has discussed with Deloitte & Touche LLP, the Company’s independent registered public accounting firm,accountant, the matters required to be discussed by the applicable Public Company Accounting Oversight Board and Securities and Exchange Commission requirements.
The Committee has 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 January 29, 2022February 3, 2024 for filing with the Securities and Exchange Commission.
Amy Miles (Chair)
Kathryn A. Hall
Chris O’Neill
Mayo A. Shattuck III
Tariq Shaukat
March , 2024
Notwithstanding anything to the contrary in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filing.
|
| 2024 Proxy Statement |
Proposal No. 3 — Advisory Vote on the Overall Compensation of | 31 |
Proposal No. 3 — Advisory Vote on the Overall Compensation of The Gap, Inc.’sthe Company'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 20222024 Annual Meeting:
“RESOLVED, that the shareholders of The Gap, Inc. (the “Company”) approve, on an advisory basis, the overall compensation of the Company���sCompany’s named executive officers, as described in the “Compensation Discussion and Analysis” section, the accompanying compensation tables, and the related narrative disclosure pursuant to Item 402 of Regulation S-K, set forth in this 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 underin the section entitled “Compensation Discussion and Analysis,” section of this Proxy Statement, 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 also continue to put executive compensation to an annual advisory shareholder vote.
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 20232025 Annual Meeting.
| 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. |
| 2024 Proxy Statement |
| Compensation Discussion and Analysis | 32 |
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Compensation DiscussionDiscussion and Analysis
This Compensation Discussion and Analysis explains the key elements of our executive compensation program and compensation decisions for our named executive officers, who we refer to in this section as our Executives. The Compensation and Management Development Committee of our Board, of Directors, which we refer to in this section as the Compensation Committee or the Committee, oversees these programs and determines compensation for our Executives.
In this Compensation Discussion and Analysis, we discuss the following:
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2021 Key Events
In October 2020,2023 STRATEGIC OVERVIEW
2023 was a year of driving financial and operational rigor across the Company’s management team articulated a series ofCompany. With those goals in mind, we made progress on several strategic initiatives, which included:
Power of our Brands – Grow our four purpose-driven, billion-dollar lifestyle brands.
PowerReducing operating expenses. We reduced operating expenses by $213 million in fiscal 2023 compared to fiscal 2022 and continued to action cost savings during the year.
Power of our Platform – Leverage our omni capabilities and scaled operations and extend our engineered approach to cost and growth.
In fiscal 2021, we achieved significant progress under each ofWe believe that these achievements are a meaningful step on our Power Plan pillars. Old Navypath towards delivering profitable sales growth, and Athleta both launched inclusive sizing, bringing Gap Inc.’s missionthat our continuing focus on financial and operational rigor will allow us to be “Inclusive, by Design” to lifecontinue elevating our performance, improving execution consistency and tapping into an underserved portionreinvigorating our brands.
As of the women’s apparel market. Athleta started its international expansion, launching in Canada and opening its first partner-operated freestanding store outsideend 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, whichfiscal 2023, we expect will enable future growth for a smaller, healthier store fleet. We have now completed over 70% of our 350-store closure plan for the Gap and Banana Republic North America store fleet. Additionally, we divested two smaller brands as we focused on growing eachpart 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 thisleverage partnerships in mind,international markets, we conducted a strategic reviewcompleted the transition of our European business, and entered into agreementsGap China operations 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.a partnership model. We made significant progressalso closed the sale of a headquarters building 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.
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We launched our integrated loyalty program, that we believe will be a key driverSan Francisco 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.February 2023. We believe that our new, tiered programthese actions will help capture this value while providing valuable benefits to our customersdrive operational efficiency and improving the effectivenessreduce overhead costs.
2023 Business Performance
Net sales in fiscal 2023, which included 53 weeks, were $14.9 billion, compared to net sales of $15.6 billion in fiscal 2022, which included 52 weeks. Earnings before interest and taxes (“EBIT”) in fiscal 2023 were $560 million, compared to negative EBIT of $(69) million in fiscal 2022. The price of our marketingcommon stock increased by approximately 50% over the course of fiscal 2023, driving positive total shareholder return ("TSR") on both a one-year and promotional messagingthree-year basis. Our brands’ fiscal 2023 performance included:
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
Incomparable sales decreased 1% in fiscal 2021, many of our customers began returning to work and school and participating again in social activities. We experienced improvements in store traffic2023 compared to 2020 levels and continued to see growth compared to prior yearsfiscal 2022. Old Navy performance inflected in the online channel. The impact of reduced store closures compared to 2020 as well as stimulus 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 fiscal 2023 as improved assortments and relevant marketing drove stronger performance.
Despitefiscal 2023 compared to fiscal 2022. While the macroeconomic challenges we experienced duringbrand has been making progress elevating its aesthetic and the second halfquality of its product offering, re-establishing Banana Republic will take time and there is work to be done to better execute many of the year,fundamentals.
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Old Navy. Old Navy delivered strong positive sales growth, ending the year with net sales up 21%2023 compared to 2020 and up 14% compared to 2019.
Athleta. fiscal 2022. While Athleta continued to grow its market share and increased customer awareness by over five points compared to 2020 through strongsaw product offerings and partnerships with world-class talent.
Gap. Gap made significant progressacceptance issues 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 relaunchedfiscal 2023, the brand in September 2021has taken steps to reengage its core customer through better product and brand-right marketing.
2023 LEADERSHIP CHANGES
On March 9, 2023, we announced the departures of Asheesh Saksena, former Chief Growth Officer, and Mary Beth Laughton, former President and CEO of Athleta. On July 26, 2023, we announced the appointment of Richard Dickson as President and CEO of Gap Inc., effective August 22, 2023. In connection with Mr. Dickson’s appointment, Bob L. Martin stepped down as Interim President and CEO. Mr. Martin remained Executive Board Chair until October 28, 2023, when he transitioned to a focus on affordable luxurynon-employee Board Chair role. On July 24, 2023, we announced the appointment of Chris Blakeslee as President and an elevated customer experienceCEO of Athleta, effective August 7, 2023. On January 12, 2024, we announced the appointments of Eric Chan as Chief Business and achieved lower discount rates in the thirdStrategy Officer, effective January 8, 2024, and fourth quarters.Amy Thompson as Chief People Officer, effective January 22, 2024.
2021
2023 Executive Pay Highlights
In fiscal 2021,2023, we continued to align pay delivery with performance and achievement of our strategic objectives, including objectives related to our Power Plan strategy. Certain highlightsongoing transformation. Highlights of our fiscal 20212023 compensation program are discussed below.include:
• | Annual Cash Incentive Bonus. The Committee selected |
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 and long-term value creation for shareholders.
PRSU Program and Outstanding LGP Grants. Performance-based restricted stock units comprise the largest single element of our Executives’ compensation by target grant value and, since 2020, are earned under the PRSU program based on attainment of a three-year EBIT goal measured at the Gap Inc. level, with the award 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. Accordingly, total shareholder return is a metric that will impact our Executives’ realized compensation starting in fiscal 2023 (when awards under the PRSU program for the 2020-2022 performance period are determined). The Compensation Committee selected these goals to focus
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Long-Term Incentives. Executives were generally granted a mix of Performance Restricted Stock Units (“PRSUs”) and time-based restricted stock units (“RSUs”). The Compensation Committee selected this mix to align incentive opportunities with an appropriate balance of performance-related risk. Measured by target grant value, 60% of long-term incentives granted during our annual grant cycle in fiscal 2023 to our Executives (excluding Mr. Dickson, Mr. Blakeslee, and Mr. Martin, who all had non-standard long-term incentive arrangements in 2023, and a special retention award granted to Ms. O'Connell) were granted in the form of PRSUs that require the achievement of performance goals and reward long-term value creation for shareholders. Due to the interim nature of the role, Mr. Martin received quarterly grants of RSUs while serving as Interim CEO in 2023, which are described in more detail in “CEO Compensation Summary” below. In 2023, Mr. Dickson and Mr. Blakeslee each received initial grants of RSUs and PRSUs for the fiscal 2023-2025 cycle under our PRSU program to induce them to join the Company and to offset forfeited equity awards at their prior employers. Ms. O'Connell received an additional grant of RSUs in 2023 to strengthen the retention value of her long-term incentives, given the value of her unvested equity awards, and to create further alignment with shareholder interests. These awards are described in more detail in “Elements of Compensation—Long-Term Incentives” and “Other Compensation Actions” below. | |||
| PRSU Program. PRSUs comprised the largest single element of our Executives’ intended target compensation by target grant value in fiscal 2023 (other than for Mr. Dickson, Mr. Blakeslee, and Mr. Martin, who all had non-standard long-term incentive arrangements in 2023 as described above) and, since 2020, are earned under the PRSU program based on attainment of a three-year cumulative EBIT goal measured at the Gap Inc. level, with the final award payout modified based on relative total shareholder return, which measures our stock performance against the S&P Retail Select Index during the same three-year period. The Compensation |
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Named Executive Officers and Roles in Fiscal 20212023
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President & Chief Executive Officer, Gap Inc. | Katrina O’Connell Executive Vice President & Chief Financial Officer, Gap Inc. | Horacio (Haio) Barbeito President & Chief Executive Officer, Old Navy | Chris Blakeslee President & Chief Executive Officer, Athleta | Mark Breitbard President & Chief Executive Officer, Gap Brand |
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Bob L. Martin, who served as Interim Chief Executive Officer until Mr. Dickson joined the Company, was an additional Named Executive Officer in fiscal 2023.
Listening to Our Shareholders
The Compensation Committee is comprised solely of independent directors.
Say-on-Pay 96% Approval At the 2023 Annual Meeting, shareholders were very supportive of the structure and philosophy of our pay program during fiscal 2022. We continued to set rigorous goals and align pay with performance and achievement of our strategic objectives during fiscal 2023. |
The Committee actively considers the ideas and concerns of our shareholders regarding executive compensation and the results of the advisory vote on executive compensation, commonly referred to as a Say-on-Pay vote, when assessing our compensation practices and policies.
A Say-on-Pay vote was presented to our shareholders at our 20212023 Annual Meeting and approved by 88%approximately 96% of shareholders present and entitled to vote thereon, consistent with favorable advisory votes by our shareholders on executive compensation in 2020 and prior to 2019.voting thereon. In addition, on an annual basis, we engage directly with some of our largest shareholders as another means to gather their input and concerns, and management informs the Compensation Committee of any compensation-related feedback they receive. Prior to our 20212023 Annual Meeting, we invited our top 3025 shareholders (not including members of the Fisher family), representing approximately 45%47% of our outstanding ownership at that time, to engage in discussion with us on a varietyour executive compensation program. We held calls with shareholders representing approximately 18% of ESG-related matters including our Executives’ compensation.outstanding ownership at that time. See “Corporate Governance–Shareholder Engagement” for more information on our shareholder outreach program.
Based on our shareholder discussions and feedback, we believe our shareholders viewedcontinue to view our changes to align performance-based restricted stock units to the economic objectives outlined in our Power Plan strategy as positive.executive compensation program favorably. As a result, the Compensation Committee retained its general approach to executive compensation in fiscal 2023 and continued to apply the same pay-for-performance principles and philosophy as in prior fiscal years.
As in prior years, we continue to set rigorous incentive compensation goals and align pay delivery with performance and achievement of our strategic objectives, including with our Power Plan strategy.objectives. We also continue to put executive compensation to an annual advisory shareholder vote.
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Compensation Discussion and Analysis | 35 |
CEO Compensation Summary
The structure ofIn August 2023, Richard Dickson joined the Company as our CEO’sPresident and CEO. Mr. Dickson succeeded Bob L. Martin, who served as our Interim President and CEO from July 2022 to August 2023 while the Board conducted a search for a successor to our former President and CEO.
Mr. Dickson’s compensation package is similar tostructurally consistent with the compensation packages for our other Executives’ compensation packagesExecutives and is intended to reward him for 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 subjectreturns 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 returnsshareholders while promoting alignment ofaligning interests across the executive team. The Committee consideredCompany’s Senior Leadership Team. In determining the structure and value of Mr. Dickson's compensation package, in addition to the factors outlined under “Compensation Analysis Framework” below, the Compensation Committee assessed the need to determinecompensate Mr. Dickson for forfeited compensation at his prior employer and to induce him to join the structure and value of the package. Our CEO receives essentiallyCompany. In addition to Mr. Dickson receiving the same benefits and limited perquisites provided to ourall other Executives, except that she is providedhe was also entitled to limited personal use of a Company airplane, reimbursement for membership dues and initiation fees for two business-focused social clubs, and reimbursement for legal fees in connection with negotiating his offer letter. He was also entitled to provide an efficientreimbursement for relocation (including temporary housing) and safer waycommuting costs related to his relocation to San Francisco, and tax reimbursement payments on taxable expenses associated therewith. Mr. Dickson's commuting benefit may be used for hertravel to either of the Company's hub offices in San Francisco or New York City. We believe these benefits are commensurate with those provided to chief executive officers at similar companies and benefit the Company by allowing Mr. Dickson to manage his travel and time commitments.commitments safely and efficiently, including during his relocation, and to leverage his business and personal connections for business-related purposes. The relocation and commuting benefits provided to Mr. Dickson were provided pursuant to our standard relocation policy. The Committee also received advice from its independent compensation consultant on our CEO’sprior to approving Mr. Dickson’s compensation structure, as described more fully below.
Our CEO’s 2021 compensation package, including perquisites, which is described more fully below:
Our CEO’s baseBase salary was not increasedestablished at $1,400,000 to position him appropriately relative to internal and remained at $1,300,000.
Our CEO’s annual cash incentiveAnnual bonus target remained unchangedwas established at 175%185% of her base salary. BonusThe Committee established the same bonus structure for fiscal 2021 was2023 for all eligible employees, including Mr. Dickson, with goals based (i) 50% on the weighted averageoperating expense as a percentage of net sales, (ii) 25% on Gap Inc. EBIT, and net sales attainments across our brands – 50%(iii) 25% on EBIT and 50% on net sales for eachan individualized weighted brand in each case, subject to certain adjustments.average EBIT. For fiscal 2021,2023, Mr. Dickson's annual bonus was earned at 123%156% of hertarget based on financial performance against these goals. The Committee did not adjust Mr. Dickson's fiscal 2023 annual bonus. Mr. Dickson also received an initial sign-on bonus in fiscal 2023 of $350,000 to compensate him for near-term forfeitures from his prior employer.
We expect that Mr. Dickson’s long-term incentives in future years will generally align with our other Executives and will be majority performance-based in line with our pay-for-performance philosophy.
While he served as Interim CEO in fiscal 2023, Bob L. Martin received a monthly salary of $116,667 and was eligible to receive an annual target amount, resultingbonus at 175% of base salary. Mr. Martin’s annual bonus target was increased in afiscal 2023 in order to better align his incentive opportunities to internal and external benchmarks. Like other eligible employees, Mr. Martin’s bonus payout to our CEO of $2,793,796,was based on performanceoperating expense as a percentage of net sales, Gap Inc. EBIT and an individualized weighted brand average EBIT goals. Given the interim nature of the Interim CEO role, Mr. Martin received $650,000 of RSUs per month of service as Interim CEO, which were awarded in quarterly installments and vest 100% on the first anniversary of the date of grant, and did not participate in the PRSU program in fiscal 2023. In addition, while he served as Interim CEO, Mr. Martin was entitled to reimbursement for temporary housing costs. The Committee determined that exceededit was in the targets set by the CommitteeCompany's best interests for Mr. Martin to have a permanent residence in San Francisco while he was serving as Interim CEO because he was required to be present at the beginningCompany's headquarters more frequently, but due to the interim nature of the year.role the Company did not provide the standard relocation benefits to Mr. Martin that are otherwise available to other Executives.
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| Compensation Discussion and Analysis | 36 |
During the third quarter of fiscal 2023 when Mr. Martin remained Executive Board Chair, he received a monthly salary of $62,500 and was eligible to receive an annual target bonus of 100% of base salary. In August 2023, Martin received $817,000 of RSUs, representing his long-term incentive award for Interim CEO service in August 2023 and Executive Board Chair service for the remainder of the third quarter, which vest 100% on the first anniversary of the date of grant. This package was consistent with Mr. Martin’s compensation package as Executive Board Chair prior to his appointment as Interim CEO. In October 2023, Mr. Martin became non-executive Board Chair and was eligible to receive our standard director compensation package, including a prorated annual stock unit grant and an additional retainer for Board Chair service, prorated for his time in role in 2023.
Fiscal 20212023 Compensation Mix
CEO
AVERAGE EXECUTIVE TARGET 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”target compensation for fiscal 2023 for Executives other than Ms. Syngal. DoesMr. Dickson and Mr. Blakeslee, who were hired in 2023, and Mr. Martin, who served as Interim CEO in 2023, as each had non-standard long-term incentive arrangements. This chart is based on salary and target bonus amounts as of April 1, 2023 and the target grant value of fiscal 2023 long-term incentives. These percentages are based on the intended target compensation for each included Executive and will not includematch the earned portionpercentages calculable from the Summary Compensation Table. See "Elements of Compensation—Long-Term Incentives" for an explanation of the sign-on bonus that Ms. Laughton received in 2019, which is disclosed in the “2021 Summary Compensation Table.”
share prices used to calculate actual target shares granted under long-term incentive awards.
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Compensation Discussion and Analysis | 37 |
Key Elements of Compensation
The table below summarizes the key elements of our Executives’ compensation, which are further described below under “Elements of Compensation.”
Component | Description and Purpose |
Base Salary | Comprises the smallest component of our Executives’ compensation and is set at levels to attract and retain top talent. See “ |
Annual Cash Incentive Bonus | The annual cash incentive bonus is intended to |
Long-Term Incentives | Long-term incentives comprise the majority of our Executives’ compensation opportunity and are
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| Compensation Discussion and Analysis | 38 |
Compensation Governance
Overall, we believe that our fiscal 20212023 executive compensation program met each of our compensation objectives described below and continues to demonstrate our strong commitment to pay-for-performance. The tables below highlight 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 |
| We tie pay to performance. Our executive compensation program is heavily weighted towards |
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| Our Executives’ |
Regular Compensation Review |
| We annually review Executive compensation against peer group data as part of determining whether compensation opportunities remain |
Recoupment/Clawback Policy |
| Our |
Culture of Stock Ownership |
| We have executive stock ownership requirements that we review on a regular basis and revise as needed to ensure strong alignment of Executive and shareholder interests. |
Annual Risk Assessment |
| We conduct an annual risk assessment to determine whether we have incentive compensation arrangements for Executives that create potential material risk for the Company. |
Independent Compensation Consultant |
| The Committee has engaged an independent compensation consulting firm, Frederic W. Cook & Co., Inc. The firm reports directly to the Committee and does not provide any other services to the Company. |
Maximum Award Amounts |
| The Committee establishes maximum incentive compensation payouts with an appropriate balance between long-term and short-term objectives. |
Annual Say-on-Pay Vote and Shareholder Outreach |
| We |
Compensation Committee is |
| Pursuant to our Corporate Governance Guidelines, our Compensation Committee is comprised solely of independent directors. |
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Compensation Discussion and Analysis | 39 |
What We Don’t Do | ||
No Employment Agreements with Long-Term Guarantees |
| We do not have employment contracts of defined length with our Executives |
No Golden Parachute Tax Gross-Ups |
| None of our Executives are entitled to tax gross-ups on “parachute payments” that would be provided upon a change in control. |
No Repricing or Cash-Out of Underwater Stock Options |
| We have not repriced or cashed-out underwater stock options and we |
No Supplemental Executive Retirement Plan or Executive Pension Plan |
| We do not provide Executives with a supplemental retirement plan or a pension plan. |
No Single-Trigger Change in Control Arrangements |
| We do not have arrangements that provide for single-trigger change in control benefits. |
No Material Compensation Risk |
| We do not have incentive compensation arrangements for Executives that create potential material adverse risk for the Company, based on a risk assessment conducted by the Company annually. |
No Dividends on Unearned or Unvested Equity Awards |
| We do not pay |
No Hedging |
| We prohibit Company employees at the level of Vice President and above, as well as other insiders, from engaging in any hedging or publicly traded derivative transactions in Company stock. |
No Pledging |
| We prohibit Executives from pledging Company stock as collateral for a loan or for any other purpose. |
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| Compensation Discussion and Analysis | 40 |
Our fiscal 20212023 compensation program is designed to align Executives’ total compensation with the short-short and long-term financial performance of the Company, our shareholders’ interests and our strategic objectives, while enabling us to attract and retain top 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;
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 Executives for the achievement of Company-wide and divisionalbrand-specific financial and strategic objectives, for their individual contributions and for optimizing long-term returns to shareholders. The majorityOther than Mr. Martin, who served in an interim role as Interim CEO and then remained Executive Board Chair in fiscal 2023, and Mr. Dickson and Mr. Blakeslee, who each joined the Company in fiscal 2023, between 50% and 60% of each Executive’s total intended target compensation opportunity requires achievement of performance goals or share price appreciation and is weighted toward incentive compensation tied to these objectives. In particular, the multi-year EBIT goal for Executives’ performance-based restricted stock units that were granted in 2021 is aligned to achieving the operating margin goals included in our 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 Executives is substantially reduced. In the case of performance-based awards, our Executives will not earn any performance-based incentive compensation if we do not reach threshold performance levels. When we exceed targeted performance levels, and/or our stock price appreciates, the compensation that can be realized by our Executives may exceed target compensation levels subject to maximum payout caps established by the Committee. We believe that this is the most effective means of aligning executive pay with our financial and strategic goals and shareholders’ interests.
The main elements of our fiscal 20212023 executive compensation program were:
Base salary;
Annual cash incentive bonus;
Long-term incentives; and
Benefits and limitedtailored perquisites.
We include these elements in our executive compensation program because we believe each element supports the achievement of one or more of our compensation objectives described above, and that together they have been and will continue to be effective in this regard. The Compensation Committee determines the use and weight of each compensation element based on the importance of each compensation objective in supporting our business and talent strategies, and benchmarks them against similar executives at other companies in our peer group. Base salary benefits and perquisiteson average represented less than 8%15% of potential compensation at target levels for Ms. Syngalour Executives other than Mr. Martin, Mr. Dickson, and less than 17% of potential compensation at target levels for each other ExecutiveMr. Blakeslee in 2021,2023, which demonstrates the emphasis we typically place on compensation that is performance-based and/or at-risk.
Base salaries are set at a level that the Committee believes will effectively attract and retain top talent, considering the factors described below under “Compensation Analysis Framework”. In addition, the Committee considers the impact of base salary changes on other compensation components (such as annual cash incentive bonus and long-term incentives) where applicable. The Committee reviews base salaries for Executives in the first fiscal quarter, and as needed throughout the year in connection with promotions or other changes in responsibilities.
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Compensation Discussion and Analysis | 41 |
The table below summarizes base salaries during fiscal 2021,2023, and any changes that occurred during the year.
Name |
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| Base Salary on 1/29/2022 |
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| Comments |
| Base Salary at |
| Base Salary at |
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Sonia Syngal |
| $ | 1,300,000 |
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| $ | 1,300,000 |
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| No change in 2021. | ||||||
Richard Dickson |
| N/A |
| $1,400,000 |
| Mr. Dickson joined the Company as President and CEO in August 2023. | ||||||||||
Katrina O’Connell |
| $ | 750,000 |
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| $ | 825,000 |
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| Salary was increased in 2021 to improve competitiveness and to position Ms. O’Connell appropriately relative to internal and external benchmarks. |
| $875,000 |
| $900,000 |
| Salary was increased in 2023 to improve competitiveness and to position Ms. O’Connell appropriately relative to internal and external benchmarks and after considering her individual performance. |
Haio Barbeito |
| $1,000,000 |
| $1,000,000 |
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Chris Blakeslee |
| N/A |
| $950,000 |
| Mr. Blakeslee joined the Company as President and CEO of Athleta in August 2023. | ||||||||||
Mark Breitbard |
| $ | 1,100,000 |
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| $ | 1,100,000 |
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| No change in 2021. |
| $1,100,000 |
| $1,100,000 |
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Nancy Green |
| $ | 1,100,000 |
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| $ | 1,100,000 |
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| No change in 2021. | ||||||
Mary Beth Laughton |
| $ | 810,000 |
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| $ | 900,000 |
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| Salary was increased in 2021 to improve competitiveness and to position Ms. Laughton appropriately relative to internal and external benchmarks. | ||||||
Bob L. Martin |
| $1,400,000 |
| N/A |
| Mr. Martin’s salary was decreased to $750,000 when he stepped down as Interim CEO in August 2023. In October 2023, Mr. Martin transitioned to a non-employee Board Chair role. | ||||||||||
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Fiscal 20212023 Annual Bonus
Our annual bonus program is intended to directly support our longer-term strategic objectives, and the Power ofincluding objectives related to our Brands pillar of our Power Plan strategyongoing transformation, by focusing on driving sales and market share through revenue growth, while also delivering profitability and improving operating efficiency. In setting the fiscal 20212023 annual bonus structure, the Compensation Committee considered our business and talent priorities, as well as the factors described below under “Compensation Analysis Framework.” We determined that there was a need to incentincentivize the achievement of our financial commitments to exceed pre-COVID performance levels and make progress against our strategic objectives in order to position us for long-term success. To support these goals, the Committee approved an annual cash incentive structure based solely on financial performance for the fiscal year. The Committee weighted 50% of the total opportunity on EBIT, givenGiven the importance of accountability for operating efficiency and results,delivering total Company and brand earnings, the remainingCommittee weighted (i) 50% was based on an operating expense as a percent of net sales to drive top-line focustarget, (ii) 25% on a Gap Inc. EBIT target, and to promote continued market share growth. The Committee believes this weighting provides(iii) 25% on an appropriate balance between cost management and top line performance.
EBIT and net sales were used to measure aindividualized weighted brand average or division performance, depending on the Executive's scope of responsibility,EBIT target, in both caseseach case, subject to potential adjustment for certain pre-established items that are unusual in nature or infrequently occur. To incentEBIT was calculated as net sales less (i) cost of goods sold and occupancy expenses and (ii) operating expenses. The Committee believes this weighting provides an appropriate balance between cost management and bottom line performance. Additionally, as discussed below, the focusCommittee set a minimum performance requirement that needed to be achieved in order to fund any bonuses.
Under the fiscal 2023 annual bonus structure, the individualized weighted brand average EBIT target was used to measure a weighted brand average or brand-specific performance, depending on and the successExecutive's scope of our brands, financial performance for Ms. Syngal andresponsibility. For Mr. Dickson, Ms. O’Connell and Mr. Martin, this target was based on the following weighted average of the brand attainments: 50% Old Navy, 25% Athleta, 15% Gap brand and 10% Gap, 10% Banana RepublicRepublic. For Mr. Barbeito, Mr. Blakeslee, 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. Laughtonthis target was based on the organizations they lead: 80% Gap Brand / 20% Asia Retail, 100% Old Navy, 100% Athleta and 100% Athleta,Gap brand, respectively.
The table below describes the target annual bonus and potential payout range for each Executive.Executive under the fiscal 2023 annual bonus structure.
Name |
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| 0 – 200% | ||||
Katrina O’Connell (1) |
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| 0 – 200% | ||||
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| 0 – 200% | ||||
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| 0 – 200% | ||||
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| 0 – 200% | |||
Bob L. Martin (2) | 175/100% | 0 – 200% | ||||||
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| 2024 Proxy Statement |
Bonus payments are made under the Executive Management Incentive Compensation Award Plan.Plan (the “Executive MICAP”). 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,Executive MICAP, the Committee sets a minimum performance goalrequirement that needs to be achieved before determination and payment of any bonus. Satisfaction of the minimum goalperformance requirement results in the funding of the maximum bonus that could be paid to each Executive being established, and the Committee then determinesapplies negative discretion as needed to determine actual payouts to each Executive based on performance against pre-established financial goals and individual performance. The minimum goalperformance requirement the Committee established in 20212023 was positive net income.income, subject to certain adjustments. The Committee determined that the minimum goalperformance requirement was achieved in 2021, and after applying the adjustments described below under “2023.
Financial Performance” certified actual payouts to each Executive based on performance against pre-established threshold, target and maximum financial goals, as well as a qualitative assessment of individual performance, as described below.
The Compensation Committee approved threshold, target, and maximum financial performance levels for the Gap Inc. and individualized weighted brand average EBIT goals for fiscal 20212023 and determined that payouts for these goals would be made only if threshold performance was achieved.
The following tables show fiscal 2021 EBIT and net sales goals expressed For the operating expense as a percentage of fiscal 2019 actual results. Thenet sales goal, the Committee selected 2019 actual results asapproved target and maximum goals, and determined that a basispayout for comparison when settingthis goal would be made only if target performance was achieved, given the 2021 EBIT and net
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sales goals due tocost transformation for the unprecedented impact and disruption of COVID-19 in 2020.Company. The Committee set these goals for fiscal 20212023 at what it considered to be realisticrigorous yet attainable levels to provide a meaningful incentive for Executives to improve performance in light of our expected performance at the time they were established.
The following table shows the fiscal 2023 EBIT goals for our brands that were used to calculate the individualized weighted brand average goals expressed as a percentage of fiscal 2021 actual results. A comparison is shown to fiscal 2021 in order to provide a meaningful comparison of the EBIT goal against prior performance as Gap Inc. had negative EBIT in fiscal 2022. Also shown below are the actual weighted percentages achieved expressed as a percentage of fiscal 20192021 actual results, after adjustments to excludefor items that were not considered when the goals were set, which included any restructuring costs, government-mandated full day store closures,the transitions to a partnership model in Greater China, franchise partner receivership, legal claims and the Gap Europe franchise transition.litigations. No additional adjustments to the results were made other than the neutralization of foreign exchange rate fluctuations. As a result of the following attainments, the individualized EBIT goals funded at 130% of target for Mr. Dickson, Ms. O'Connell and Mr. Martin, at 200% of target for Mr. Barbeito and Mr. Breitbard, and at 0% of target for Mr. Blakeslee.
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| Fiscal 2023 EBIT Goals |
| Actual Fiscal | ||||
Brand |
| Threshold |
| Target |
| Maximum |
| EBIT |
Old Navy |
| 25.4% |
| 35.0% |
| 44.5% |
| 51.3% |
Athleta |
| 58.0% |
| 66.5% |
| 82.2% |
| N/A |
Banana Republic |
| 1189.9% |
| 1663.7% |
| 2137.5% |
| N/A |
Gap Brand |
| 579.2% |
| 1039.1% |
| 1499.0% |
| 1522.5% |
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| 2021 EBIT Goals as a Percentage of Fiscal 2019 Actual EBIT |
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| Actual Fiscal 2021 Percentage Achieved After Adjustments |
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Division |
| Threshold |
|
| Target |
|
| Maximum |
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| EBIT |
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Old Navy |
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| 82.7 | % |
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| 86.8 | % |
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| 94.2 | % |
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| 90.2 | % |
Athleta |
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| 116.0 | % |
|
| 119.7 | % |
|
| 129.2 | % |
|
| 121.8 | % |
Banana Republic |
|
| 3.3 | % |
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| 8.6 | % |
|
| 15.8 | % |
|
| 7.6 | % |
Gap |
| N/A |
|
| N/A |
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| N/A |
|
| N/A |
| ||||
Asia Retail |
| N/A |
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| N/A |
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| N/A |
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| N/A |
| ||||
Percentages are not shown where the numerator or denominator was below zero, as the earnings growth calculation does not reflect a meaningful result.
Ms. Syngal’s andMr. Dickson’s, Ms. O’Connell’s bonusand Mr. Martin’s individualized weighted brand average EBIT goals were based on a weighted brand average.
Mr. Breitbard’s bonusEBIT goal was based on 80%100% Gap brandbrand.
The following table shows the fiscal 2023 Gap Inc. EBIT goal expressed as a percentage of fiscal 2021 actual results. A comparison is shown to fiscal 2021 in order to provide a meaningful comparison of the EBIT goal against prior performance as Gap Inc. had negative EBIT in fiscal 2022. Also shown below is the actual percentage achieved expressed as a percentage of fiscal 2021 actual results, after adjustments for items that were not considered when the goal was set, which included legal claims and 20% Asia Retail. Ms. Green’s bonus was 100% basedlitigations. No additional adjustments to the results were made other than the neutralization of foreign exchange rate fluctuations. As a result of the following attainment, the Gap Inc. EBIT goal funded at 92% of target for all Executives.
| 2024 Proxy Statement |
| Fiscal 2023 EBIT Goal |
| Actual Fiscal | |||||
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| Threshold |
| Target |
| Maximum |
| Actual |
Gap Inc. EBIT |
| 54.7% |
| 71.1% |
| 87.5% |
| 69.4% |
The following tables show the funding levels and actual funding for the Gap Inc. operating expense as a percentage of net sales goal. Depending on Old Navy. Ms. Laughton’s bonus was 100% based on Athleta.
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| 2021 Net Sales Goals as a Percentage of Fiscal 2019 Actual Net Sales |
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| Actual Fiscal 2021 Percentage Achieved After Adjustments |
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Division |
| Threshold |
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| Target |
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| Maximum |
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| Net Sales |
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Old Navy |
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| 109.8 | % |
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| 113.2 | % |
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| 116.6 | % |
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| 113.5 | % |
Athleta |
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| 141.1 | % |
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| 145.4 | % |
|
| 149.8 | % |
|
| 147.7 | % |
Banana Republic |
|
| 80.0 | % |
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| 82.5 | % |
|
| 85.0 | % |
|
| 82.0 | % |
Gap |
|
| 86.3 | % |
|
| 89.0 | % |
|
| 91.6 | % |
|
| 89.5 | % |
Asia Retail |
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| 98.1 | % |
|
| 101.2 | % |
|
| 104.2 | % |
|
| 77.2 | % |
Ms. Syngal’sour level of net sales, the Committee established target and Ms. O’Connell’s bonus was based on Gap Inc., which wasmaximum performance ranges based on the following weighted averageachievement of operating expense as a percentage of net sales, with results between target and maximum levels in these ranges interpolated between target and maximum funding, and with no payout below target. The actual funding level reflects adjustments for items that were not considered when the goal was set, which included headcount and payroll reductions in our sourcing countries realized through our organization transformation that benefited financial margin instead of operating expense based on our operating model, legal claims and litigations. No additional adjustments to the results were made other than the neutralization of foreign exchange rate fluctuations.
Gap Inc. Operating Expense Goal | Payout Funding | |
Greater than 35.3% | 0% | |
From 35.3% to 34.3% | 100% | |
Less than or Equal to 33.8% | 200% |
Gap Inc. Operating Expense |
| Actual Payout |
33.7% |
| 200% |
Individual Performance Adjustment
Subject to the achievement of the brands: 50% Old Navy, 25% Athleta, 10% Gap, 10% Banana Republicminimum performance requirement and 5% Asia Retail.
Mr. Breitbard’s bonus was based on 80% Gap brand and 20% Asia Retail. Ms. Green’s bonus was 100% based on Old Navy. Ms. Laughton’s bonus was 100% based on Athleta.
Individual Performance Adjustment
Priorthe achievement of threshold financial goals, prior to determining the final bonus payout, if any, for each Executive, individual performance is assessed to determine if an adjustment is warranted. The CEO makes recommendations to the Committee for adjustments, if any, for Executives that report to her,the CEO, and the Committee decides whether any adjustment is warranted for the CEO in a private session without the CEO present.CEO's participation. In assessing each Executive’s individual performance, any additional initiatives outside those described above, challenges that the Executive faced over the course of the year, and financial performance are considered in determining final payouts. Our bonus program allows the Committee to assess Executives’ individual performance, including 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 and social sustainability.
In fiscal 2023, the Committee determined that individual adjustments were warranted for Ms. O'Connell and governance.Mr. Breitbard due to their exceptional contributions during the year. In the case of Ms. O'Connell, the Committee recognized the Company's disciplined management of expenses during the fiscal year due to her leadership of the Company's financial management function, which contributed to the achievement of maximum funding of the operating expense as a percentage of net sales goal. In the case of Mr. Breitbard, the Committee recognized Gap brand's top- and bottom-line performance during the fiscal year under his leadership, which resulted in the achievement of maximum funding of the Gap brand individualized EBIT goal. No other Executive received an individual performance adjustment in fiscal 2023. However, the funding of the annual bonus pool for the Senior Leadership Team was based on the achievement of the formulaic financial goals described above. As a result, any positive individual performance adjustments for Executives were offset by negative adjustments for others.
Actual Bonuses
The following graphic illustrates the calculation of fiscal 2023 bonuses.
Base Salary |
|
X | Target % of Base Salary | X | 50% X FY23 Operating Expense as % of Net Sales (% Achieved) | + | 25% X FY23 Individualized EBIT (% Achieved) | + | 25% X FY23 Gap Inc. EBIT (% Achieved) | = | Funded Bonus | +/- | Individual Adjustment | = | Actual Bonus | |
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| 2024 Proxy Statement |
* Bonus payments are subject to achievement of a threshold funding goal.
For fiscal 2021, performance against EBIT 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 threshold. We observed notable progress against our Power Plan goals as we navigated COVID-driven supply chain constraints in the retail industry.
The calculation of bonuses is as follows.
The following table describes the calculation of bonuses to be paid to each Executive for fiscal 20212023 performance.
Name | Base | x | Target | x | ( | 50% | x | Actual | + | 25% | x | Actual | + | 25% | x | Actual | ) | = | Funded | + | Individual | = | Actual |
Richard Dickson | $626,415 | x | 185% | x | ( | 50% | x | 200% | + | 25% | x | 130% | + | 25% | x | 92% | ) | = | $1,802,511 | + | $0 | = | $1,802,511 |
Katrina O’Connell | $897,372 | x | 125/150% | x | ( | 50% | x | 200% | + | 25% | x | 130% | + | 25% | x | 92% | ) | = | $2,093,668 | + | $463,842 | = | $2,557,510 |
Haio Barbeito | 1,000,000 | x | 150% | x | ( | 50% | x | 200% | + | 25% | x | 200% | + | 25% | x | 92% | ) | = | $2,595,611 | + | $0 | = | $2,595,611 |
Chris Blakeslee | $463,477 | x | 150% | x | ( | 50% | x | 200% | + | 25% | x | 0% | + | 25% | x | 92% | ) | = | $855,398 | + | $0 | = | $855,398 |
Mark Breitbard | $1,100,000 | x | 150% | x | ( | 50% | x | 200% | + | 25% | x | 200% | + | 25% | x | 92% | ) | = | $2,855,172 | + | $444,828 | = | $3,300,000 |
Bob L. Martin | $911,051 | x | 175/100% | x | ( | 50% | x | 200% | + | 25% | x | 130% | + | 25% | x | 92% | ) | = | $2,319,485 | + | $0 | = | $2,319,485 |
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 |
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Overview
We believe that stock-based long-term incentives align executive compensation with our Company’s financial performance and shareholder returns. Long-term incentives have typically consistedIn the past we granted a mix of PRSUs, stock options time-based restricted stock units and/or performance-based restricted stock units.
For fiscal 2021,and RSUs. However, in 2023, the setCompensation Committee determined that the long-term equity mix chosen by the Committeeshould consist solely of PRSUs and measuredRSUs in order to provide consistent retention value and more effectively manage dilution from equity awards. Measured by target grant value, consists60% of 64% performance-based restricted stock units, 18% stock optionslong-term incentives granted to our Executives during our annual grant cycle in 2023 (excluding Mr. Dickson, Mr. Blakeslee, and 18% time-based restricted stock unitsMr. Martin, who all had non-standard long-term incentive arrangements in 2023, and a special retention award granted to Ms. O'Connell) were delivered in the form of PRSUs that require the achievement of performance goals, to promote sustained improvement in financial performance and to reward long-term value creation for shareholders. The remaining long-term incentive value was delivered in the CEO and 60% performance-based restricted stock units, 20% stock options and 20% time-based restricted stock unitsform of RSUs.
The following table shows the intended target values approved by the Compensation Committee for all other Executives. Shareslong-term incentives granted wereto Executives during our annual grant cycle in March 2023. In general, we compute the actual number of target shares granted under long-term incentive awards based on the 20-trading day simple average of our closing stock price between February 12, 2021prior to the grant date. However, for our annual grant cycle in March 2023, the Compensation Committee approved using a higher stock price ($14.00) than the 20-trading day simple average of our closing stock price prior to the grant date ($12.92) to compute the number of target shares granted, in order to address the short-term volatility in our stock price at the time and to conserve shares under our equity plan. As a result, the actual grant values of these awards based on the 20-trading day simple average of our closing stock price prior to the grant date are lower than the intended target values presented in the table below. Notably, as of the end of fiscal 2023, our stock price was $19.81.
Name | Fiscal 2023 Total Target | |
Katrina O’Connell | $3,500,000 | |
Haio Barbeito | $4,500,000 | |
Mark Breitbard | $3,500,000 |
The table above does not reflect an additional grant of 107,142 RSUs that Ms. O'Connell received in March 12, 2021.2023. The Committee determined that this special grant was necessary to strengthen the retention value of Ms. O'Connell's long-term incentives, given the value of her unvested equity awards, and to create further alignment with shareholder interests. Mr. Dickson and Mr. Blakeslee, who both joined the Company in August 2023, and Mr. Martin, who served as Interim CEO, Executive Board Chair and in a non-employee Board Chair role in 2023, are excluded from the table above as their fiscal 2023 long-term incentives are not indicative of our usual grant practices.
| 2024 Proxy Statement |
In connection with his joining the Company as President and CEO in August 2023, Mr. Dickson received a make-whole RSU grant covering 466,008 shares, a make-whole PRSU grant covering 466,008 target shares for the fiscal 2023-2025 cycle under our PRSU program, and an inducement RSU grant covering 438,596 shares, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make whole RSU grant vests 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date based on continued service. The make-whole PRSU grant is subject to the same performance and vesting conditions as the fiscal 2023-2025 PRSUs granted to other Executives, as described below. The inducement RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service.
In connection with his joining the Company as President and CEO of Athleta in August 2023, Mr. Blakeslee received a make-whole RSU grant covering 441,932 shares, a make-whole PRSU grant covering 226,104 target shares for the fiscal 2023-2025 cycle under our PRSU program, a prorated annual RSU grant covering 77,081 shares, and a prorated annual PRSU grant covering 115,621 target shares for the fiscal 2023-2025 cycle under our PRSU program, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make-whole RSU grant vests 50% on the first anniversary of the grant date, 30% on the second anniversary of the grant date and 20% on the third anniversary of the grant date based on continued service. The make-whole and prorated annual PRSU grants are subject to the same performance and vesting conditions as the fiscal 2023-2025 PRSUs granted to other Executives, as described below. The prorated annual RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service.
Mr. Martin received $650,000 of RSUs per month of service as Interim CEO in fiscal 2023, which were awarded in quarterly installments and vest 100% on the first anniversary of the date of grant, given the interim nature of the Interim CEO role. During the third quarter of fiscal 2023 when Mr. Martin remained Executive Board Chair, he received $817,000 of RSUs, representing his long-term incentive award for the third quarter, which vest 100% on the first anniversary of the date of grant. In October 2023, Mr. Martin became non-executive Board Chair and was eligible to receive our standard director compensation package, including a prorated annual stock unit grant with the same vesting terms as our other directors’ stock units.
We expect that Mr. Dickson’s and Mr. Blakeslee’s long-term incentives in future years will generally align with our other Executives and will be majority performance-based in line with our pay-for-performance philosophy.
| 2024 Proxy Statement |
EQUITY AWARD MIX
For fiscal 2023, the equity award mix for our annual grant cycle chosen by the Committee and measured by target grant value consisted of 60% PRSUs and 40% RSUs. The mix was selected by the Committee to align incentive opportunities with an appropriate level of performance-related risk. The mix also ensuresensured that more than half of the value of the long-term incentives granted to our regularExecutives who received an award during our annual long-term incentive grant value iscycle was in the form of performance-based restricted stock unitsPRSUs for performance-based long-term pay delivery and shareholder value alignment.
The table below summarizes each long-term incentive award.award granted during our annual grant cycle.
Long-Term Incentive Award | Mechanics | Objectives |
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60% of long-term incentives granted to Executives during our annual grant cycle.
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It has been our practice to grant long-term incentives to Executives on an annual basis, usually in the first quarter of each fiscal year. This timing was selected because it follows the release of our annual financial results for the prior year and completion of annual compensation reviews. We also grant long-term incentives on other dates to newly hired executives and periodically in connection with promotions.promotions or to improve competitiveness and to position Executives appropriately to benchmarks. Grants are typically approved by the Committee at a meeting and are effective on the meeting date. However, the effective grant date for new hires is no earlier than their first day of employment. Stock-based awards are granted under our 2016 Long-Term Incentive Plan, which was last amended and approved by our shareholders in 2021.2023.
In determining the fiscal 20212023 long-term incentive structure and award amounts, the Committee considered the factors described below under “Compensation Analysis Framework,” including a review of market data for comparable positions and each individual’s accumulated vested and unvested awards, current and potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards between Executives and in relation to other compensation elements, shareholder dilution and accounting expense.
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Stock Options
In fiscal 2021, stock options comprised 18%addition, for Mr. Dickson’s and 20% of theMr. Blakeslee’s 2023 long-term incentive grant value for our CEOstructure and all other Executives, respectively. We believe stock options are performance-based compensation that focuses Executives on managingaward amounts, the Committee considered the need to offset forfeited equity awards at their former employers and induce them to join the Company, fromand with respect to Ms. O'Connell's special retention award, considered the long-term perspectiveneed to strengthen the retention value of a shareholder. Stock options provide value to the recipient only if the price of our stock appreciates from the date of grant. All stock options granted to Executives during fiscal 2021 had an exercise price equal to 100% 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 "2021 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 support our talent retention objectives. Stock options are typically granted with a maximum term of ten years, and vested options are normally exercisable until 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 granted at least one year prior to the event. Additional circumstances under which vesting ofher long-term incentives, may be accelerated are described in "2021 Potential Payments Upon Termination."
Time-Based Restricted Stock Units
Time-based restricted stock units represent 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 stock price fluctuations experienced by shareholders but still encourage retention if our stock price does not appreciate, and help to focus Executives on sustaininggiven the value of the Company. In fiscal 2021 we granted 18%her unvested equity awards, 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."create further alignment with shareholder interests.
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."PRSUs
Performance-Based Restricted Stock Units
Performance-based restricted stock unitsPRSUs 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 long-term objectives and thereforeobjectives.
| 2024 Proxy Statement |
Therefore, in fiscal 2021 granted 64% and2023, 60% of the long-term incentive targetincentives granted to Executives during our annual grant valuecycle were granted in performance-based restricted stock units to our CEO and all other Executives, respectively.PRSUs. The performance-based stock unit grantsPRSUs received by our Executives are described in more detail in "20212023 Grants of Plan-Based Awards."
Performance-based restricted stock unitsPRSUs granted to Executives typically vest at a rate of 50% at the end of the performance period, generally subject to continued service through the date the Committee determines the number of shares that are earned, if any, and 50% on the one-year anniversary of the determination date based on continued service with the Company. Vesting is generally accelerated upon death, disability, or retirement (if retirement-eligible) if the awards are granted at least one year from the event and any performance conditions have been previously satisfied. Additional circumstances under which vesting of long-term incentives may be accelerated are described in "20212023 Potential Payments Upon Termination."
Executives are currently eligible to earn performance-based restricted stock unitsPRSUs under our PRSU program. The key features of the PRSU program are described below:
In 2021, eachEach Executive was eligibleother than Mr. Martin received a PRSU award. PRSUs were granted to receive anExecutives during our annual award. Performance-based restricted stock unitsgrant cycle in March 2023, and in August 2023 to Mr. Dickson and Mr. Blakeslee when they joined the Company. PRSUs give the Executive the right to receive shares of our stock based on achievement against performance goals during a specified three-year performance period, subject to certain service requirements. Actual shares paid out, if any, will vary based on achievement of the performance goals. When establishing the three-year cumulative EBIT target, the Committee set a target level of performance they considered to be challenging but realisticrigorous yet attainable in order to
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The number of actual shares that an Executive may earn after the end of the performance period is based on the attainment of a three-year cumulative EBIT goal measured at the Gap Inc. level. The award is then modified based on relative total shareholder return,TSR, which measures our stock performance against the S&P Retail Select Index during the same three-year period. The potential payout range as a percentage of the target award based on the three-year EBIT goal attainment is 0% to 250%. The award will then be modified up or down by up to 20% (for a total opportunity of 0% to 300% of target) based on the level of relative total shareholder returnTSR 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.
| 2024 Proxy Statement |
The table below describes the potential payout range as a percentage of the target award for performance-based restricted stock unitsPRSUs granted in fiscal 20212023 (for the fiscal 2021 - fiscal 20232023-2025 performance period). The target number of shares granted during our annual grant cycle in March 2023 was determined usingbased on a $14.00 stock price and the applicable PRSU target grant value. As discussed above, the $14.00 stock price was higher than the 20-trading day simple average of our closing stock price between February 12, 2021 and March 12, 2021prior to the grant date ($12.92) that we generally use to compute the number of target shares granted. However, the target number of shares granted in August 2023 was determined based on the 20-trading day simple average of our closing stock price prior to the grant date and the performance-based restricted stock unitapplicable PRSU target grant value, which was 64% and 60% of the total long-term incentive target grant value for our CEO and all other Executives, respectively.value. The performance-based restricted stock unitPRSU grants represent only an opportunity to earn actual shares of our stock for achievement of performance goals over the performance period. The associated amount listed in the “20212023 Summary Compensation Table” under Stock Awards is the grant date fair value for accounting purposes, which is the required disclosure under SEC rules, and is not necessarily the compensation that will be actually realized by each Executive and also differs from the intended target value at grant in March 2021.grant. All payments are made in shares at vesting and dividends are not paid or accrued on unvested shares.
| Fiscal 2023-2025 PRSU Award Potential Payout | |||||
Name |
| Target |
| Target |
| Potential Payout |
Richard Dickson |
| $4,250,000 |
| 466,008 |
| 0 – 300% |
Katrina O’Connell |
| $2,100,000 |
| 150,000 |
| 0 – 300% |
Haio Barbeito |
| $2,700,000 |
| 192,857 |
| 0 – 300% |
Chris Blakeslee |
| $3,325,000 |
| 341,725 |
| 0 – 300% |
Mark Breitbard |
| $2,100,000 |
| 150,000 |
| 0 – 300% |
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| 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 forFor Ms. Syngal, Ms. O’Connell,O'Connell, Mr. Barbeito and Mr. Breitbard, Ms. Green and Ms. Laughton representthe target value represents the approximate value of the target grant based on the $14.00 stock price used to compute the number of target shares in March 2021. Long-term incentives to Executives were granted in March 2021 as partgranted. For Mr. Dickson and Mr. Blakeslee, the target value represents the approximate value of the target grant based on the 20-trading day simple average of our regular annualclosing stock price prior to the grant cycle.date. The target value at grant in March 2021 differs from the Summary Compensation Table (SCT) value because the performance-based restricted stock unitPRSU value in the SCTSummary Compensation Table represents the fair value for accounting purposes.
The following table shows the potential award modification based on the level of relative total shareholder returnTSR performance. Gap Inc. total shareholder returnTSR will be compared to the total shareholder returnTSR of the companies comprising the S&P Retail Select Index. Payouts between the 25th25th and 75th75th percentiles are interpolated.
Percentile Rank | PRSU Modifier Payout | ||
75th Percentile or Higher | 120% | ||
50th Percentile | 100% | ||
25th Percentile or Lower | 80% |
| |||
Table of ContentsFISCAL 2021-2023 PRSU CYCLE
|
|
Outstanding Long-Term Growth Plan (LGP) Grants
After fiscal 2019, no new grants were made under the LGP and we transitioned to the new PRSU program, described above, with new metrics for Executives starting in fiscal 2020.
Executives were eligible to 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 the 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 annualized fiscal 20212021-2023 cumulative EBIT goal expressed as a percentage of fiscal 2019 actual results. The table below shows the annualized fiscal 2021-2023 cumulative EBIT goal for fiscal 2021 wasrelative to 2019 actual results to provide a meaningful comparison of the EBIT goal against prior performance due to the unprecedented impact and disruption of COVID-19 in 2020. The Committee set this goal at what the Committeeit considered to be a realisticrigorous yet attainable 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 excludefor items that were not considered when the goals weregoal was set, which included any restructuring costs, government-mandated full day store closures, the transitions to a partnership model in Europe, Mexico, China and Taiwan, inventory write-offs related to store closures in Ukraine and Russia, ceased shipments to Russia, and asset impairments related to the termination of the Yeezy Gap Europe franchise transition.partnership. 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% |
| 2024 Proxy Statement |
|
| Annualized Fiscal 2021-2023 |
| Actual | ||||
| Threshold |
| Target |
| Maximum |
| Actual | |
Gap Inc. Fiscal 2021-2023 Cumulative EBIT |
| 105.9% |
| 123.3% |
| 134.3% |
| 60.3% |
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 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% |
|
| |
|
|
The following table describes the actual achievement levels and actual sharesPRSUs earned for the LGP awards for the completed fiscal 2019-2021 performance period2021-2023 cycle under our PRSU program for Ms. SyngalO’Connell and Mr. Breitbard. Neither earned shares for the cycle based on below threshold performance against the fiscal 2021-2023 cumulative EBIT goal.
| Fiscal 2021 - 2023 Cycle PRSU Achievement | |||||||||
Name |
| Target |
| Actual |
| Actual |
| Actual |
| Actual |
Katrina O’Connell |
| 57,633 |
| 0% |
| 106% |
| 0% |
| 0 |
Mark Breitbard |
| 63,396 |
| 0% |
| 106% |
| 0% |
| 0 |
RSUs
RSUs represent the right to acquire full-value shares of our stock to drive performance, promote retention, and foster a long-term shareholder ownership perspective. In combination with our stock ownership requirements, RSUs subject Executives to the same stock price fluctuations experienced by shareholders but still encourage retention if our stock price does not appreciate, and help focus Executives on sustaining the value of the Company. In fiscal 2023, 40% of the long-term incentives granted to Executives during our annual grant cycle were granted in RSUs. The RSUs received by our Executives are described in more detail in "2023 Grants of Plan-Based Awards."
RSUs granted to Executives typically vest based on continued service at a rate of 25% annually beginning one year from the grant date. Executives generally must be employed on the vesting date or awards are forfeited. Vesting is generally accelerated upon death, disability or retirement (if retirement-eligible) if the awards are granted at least one year from the event. Additional circumstances under which vesting of long-term incentives may be accelerated are described in "2023 Potential Payments Upon Termination."
Mr. Martin’s RSUs vest 100% on their respective grant date anniversaries, given the interim nature of the Interim CEO role and consistent with his compensation package as Executive Board Chair prior to his appointment as Interim CEO.
In connection with his joining the Company as President and CEO in August 2023, Mr. Dickson received a make-whole RSU grant and an inducement RSU grant, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make whole RSU grant vests 50% on the first anniversary of the grant date and 25% on each of the second and third anniversaries of the grant date based on continued service. The inducement RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service. In connection with his joining the Company as President and CEO of Athleta in August 2023, Mr. Blakeslee received a make-whole RSU grant and a prorated annual RSU grant, to offset equity awards forfeited from his prior employer and to induce him to join the Company. The make-whole RSU grant vests 50% on the first anniversary of the grant date, 30% on the second anniversary of the grant date and 20% on the third anniversary of the grant date based on continued service. The prorated annual RSU grant vests at a rate of 25% on each anniversary of the grant date over 4 years based on continued service.
Other Compensation Actions
In addition to her annual grant in March 2023, Ms. O’Connell,O'Connell received an additional grant of 107,142 RSUs in March 2023. The Committee determined that this special grant was necessary to strengthen the retention value of Ms. GreenO'Connell's long-term incentives, given the value of her unvested equity awards, and Ms. Laughton were not grantedto create further alignment with shareholder interests.
Mr. Dickson received a fiscal 2019 LGP award.
$350,000 signing bonus to recruit him from his prior employer and to offset compensation from his prior employer that was forfeited as a result of his departure. The bonus is repayable in full to the Company
|
| 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 |
|
| |
| 2024 Proxy Statement |
|
| ||
Compensation Discussion and | 50 |
|
|
in the case of a voluntary termination or termination for cause within one year of his hire date, and half must be repaid should such a termination occur between one and two years from his hire date. Accordingly, the signing bonus will be reflected in the Summary Compensation Tables in future years when the performance condition is satisfied.
Mr. Blakeslee received a $900,000 signing bonus to recruit him from his prior employer and to offset compensation from his prior employer that was forfeited as a result of his departure. The bonus is repayable in full to the Company in the case of a voluntary termination or termination for cause within one year of his hire date, and half must be repaid should such a termination occur between one and two years from his hire date. Accordingly, the signing bonus will be reflected in the Summary Compensation Tables in future years when the performance condition is satisfied.
In determining Mr. Dickson’s and Mr. Blakeslee’s new hire packages, we offset near term forfeitures with initial sign-on bonuses and applied a like-for-like approach offsetting time-based long-term incentive forfeitures with RSUs and performance-based incentive forfeitures with PRSUs.
Benefits and Perquisites
Executives generally are eligible for the same health and welfare plans as other full-time Gap Inc. employees, including medical, dental, life and disability insurance, and retirement plans. Although not a significant part of total compensation, weWe also provide limitedtailored additional benefits and perquisites to our Executives, which we believe are reasonable and consistent with our overall compensation objectives. These perquisites and benefits include financial counseling services, to help Executives concentrate on their responsibilities while supporting financial wellness and managing more complex financial planning requirements; participation in a deferred compensation plan that is offered to all highly compensated employees, as a means to help Executives meet their retirement savings goals; and matching charitable donations, up to certain annual limits, which are available to all employees given the value that we place on supporting communities. For Ms. Syngal only, we allow
In addition to those benefits, Mr. Dickson is entitled to reimbursement for relocation (including temporary housing) and commuting costs related to his relocation to San Francisco and tax reimbursement payments on taxable expenses associated therewith. Mr. Dickson's commuting benefit may be used for travel to either of the Company's hub offices in San Francisco or New York City. Mr. Barbeito and Mr. Blakeslee were entitled to reimbursement for relocation and commuting costs related to their relocations to the United States and San Francisco, respectively, and tax reimbursement payments on taxable expenses associated therewith. Mr. Martin was entitled to reimbursement for temporary housing costs during his service as Interim CEO.
The relocation and commuting benefits provided to Mr. Dickson, Mr. Barbeito and Mr. Blakeslee were provided pursuant to our standard relocation policy. In addition, the Committee determined that it was in the Company's best interests for Mr. Martin to have a permanent residence in San Francisco while he was serving as Interim CEO because he was required to be present at the Company's headquarters more frequently, but due to the interim nature of the role the Company did not provide the standard relocation benefits to Mr. Martin that are otherwise available to other Executives.
In addition, in fiscal 2023, Mr. Dickson was entitled to limited personal use of a Company airplane at an amount not to exceed $150,000 per year based on the incremental cost to the Company, and was also entitled to reimbursement for membership dues and initiation fees for two business-focused social clubs. Mr. Dickson was also entitled to reimbursement for legal fees in orderconnection with negotiating his offer letter.
We believe the benefits provided to provide a saferMr. Dickson are commensurate with those provided to chief executive officers at similar companies and efficient way for Ms. Syngalbenefit the Company by allowing Mr. Dickson to manage his travel and time commitments particularlysafely and efficiently, including during his relocation, and to leverage his business and personal connections for business-related purposes. The benefits provided to Mr. Dickson, Mr. Barbeito, Mr. Blakeslee and Mr. Martin were provided up to the pandemic.maximum levels set forth in their offer letters or as otherwise approved by the Compensation Committee, based on prior advice received from the Committee's independent compensation consultant.
The value of the benefits and perquisites received by our Executives in fiscal 2023 are described in more detail in the footnotes to the “20212023 Summary Compensation Table.”
Stock Ownership Requirements for Executive Officers / 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
| 2024 Proxy Statement |
the Company. Each covered executive has five years from the date of his or her appointment to reach the requirement.
All covered Executives had either met the shares requirement in the table below or had remaining time and were on track to do so as of the date of this Proxy Statement.
| Requirement | |||
CEO, Gap Inc. | 300,000 | |||
Brand President & CEO | 75,000 | |||
| 40,000 |
ExecutivesCovered executives not yet meeting the requirement after the deadline must retain 50% of their after-tax shares acquired through our stock compensation programs until the requirement is reached.
For purposes of determining stock ownership levels, in addition to shares held directly, certain forms of equity interests in the Company count towards the stock ownership requirement, including time-based restricted stock unitsRSUs (vested or unvested). Unvested PRSUs and unexercised stock options do not count towards the stock ownership requirement.
| |||
|
|
Our insider trading policy applicable to Company officers prohibits speculation in our stock, including short sales, hedging or publicly traded option transactions. We also prohibit Executives from pledging Company stock as collateral for a loan or for any other purpose. Our hedging policypolicy is described in more detail in ""Corporate Governance—Stock Ownership Guidelines for DirectorsInsider Trading Policy and Restrictions on Hedging and Pledging."
Termination Payments
Various agreements, as described in more detail in "20212023 Potential Payments Upon Termination," provide for severance benefits in the event of a terminationcertain terminations of employment.employment for certain of our Executives. These benefits were selected considering competitive conditions and customary practices at the time of their implementation. We do not have no severance arrangements specific to athat provide for single-trigger change in control.control benefits.
Compensation Analysis Framework
The Compensation Committee reviews executive compensation at least annually. The Committee approaches executive compensation as part of the overall strategic framework for total rewards at the Company. This framework applies to all employees at the Company and reflects our global rewards principles, which include:
Sharing in the success of the Company;
Rewarding for performance; and
Being fair and equitable.
The Committee reviews base salary, annual incentives, long-term incentives, benefits and perquisites, both individually and as part of the total compensation package.
The Compensation Committee also uses compensation data covering other peer companies to support its analysis. The Committee selected a broad spectrum of retail companies presented by Pay Governance LLCFrederic W. Cook & Co. for purposes of comparing market compensation levels because we have both recruited from and lost executive talent to this industry in the past, and to ensure appropriate scope and complexity relative to the Company. These companies were selected based upon their strong brand recognition and global presence, omnichannel strategies, complexity of operations with multiple brand businesses, and comparable financial and valuation characteristics. Because the size of companies in our peer group varies considerably, regression analysis is used where appropriate to adjust the compensation data for differences in Gap Inc. and divisionbrand revenues. The peer group is reviewed by the Committee each year. The peer group used in 20212023 was comprised of the companies listed below, which did not change from the prior year.
Peer Group
below.
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| 52 |
Peer Group
American Eagle | Kohl’s | Ralph Lauren |
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Levi Strauss & Co. |
| |
Bed Bath & Beyond | Lululemon Athletica | Ross Stores |
Best Buy | Macy’s | Skechers |
Dollar General | Nordstrom | The TJX Companies |
Dollar Tree | PVH Corp. | V.F. Corp. |
Foot Locker | Qurate Retail | Williams-Sonoma |
|
|
The Compensation Committee reviews compensation data for Executives based on an analysis of commercial surveys and proxy-reported data conductedprovided by Pay Governance LLC. The analysis provides levels of base salary, annual incentives, and long-term incentive grant values in a summarized form. This data is supplemented by information obtained through proxy statement disclosures and other public sources. The Compensation Committee uses the peer group data as a frame of reference to inform its compensation review and decisions, but compensation is not set to meet specific benchmarks or percentiles.
In conducting its analysis and determining compensation, the Committee also considers the following factors, where relevant:
Business and talent strategies;
The nature of each Executive’s role;
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| |
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Individual performance (based on specific financial and operating objectives for each Executive, as well as the demonstration of leadership behaviors);
Future potential contributions by the Executive;
Internal comparisons to other Executives;
Internal consistency with our broad-based practices and programs;
Comparisons of the value and nature of the compensation elements to each other and in total; and
Retention risk.
As described below, the Committee also considers management’s recommendations and advice from the Committee’s independent compensation consultant when appropriate. The Committee periodically reviews the accounting and tax implications of each compensation element, and shareholder dilution in the case of equity awards.
Role of the CEO and Compensation Consultants
The Committee has engaged Frederic W. Cook & Co. as its independent compensation consultant to advise the Committee on compensation program structure and individual compensation decisions, as directed by the Committee. The consultant was selected by the Committee and does not provide any other services to the Company. In addition, we have conducted a review of the Committee’s relationship with its compensation consultant,consultants, and have identified no conflicts of interest. The consultant reports directly to the Committee, although the consultant meets with management from time to time to obtain information necessary to advise the Committee.
Generally, the CEO evaluates each Executive using relevant factors described above under “Compensation Analysis Framework” and makes recommendations to the Committee about the structure of the compensation program and individual compensation arrangements. Management engages Pay Governance LLC to assist with these recommendations and to also provide peer group and market data, which are passed on toreviewed by 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 EBIT 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 statement of operations for stock options, time-based restricted stock units, and 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.
While Section 162(m) of the Internal Revenue Code generally places a limit of $1 million on the amount of compensation that we may deduct as a business expense in any one year with respect to certain of our most highly paid executive officers. While the Committee considers the deductibility of compensation as one factor in determining executive compensation, the Committee retains the discretion to award compensation that is not deductible asfor each “covered employee”, the Committee believes that it is in the best interests of the Company and our shareholders to maintain flexibility in our approach to executive compensation in orderand 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, couldeven if their compensation may not 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 anfully deductible for federal 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.
purposes.
| 2024 Proxy Statement |
| Compensation Discussion and Analysis | 53 |
Recovery and Adjustments to Awards
The Company’s clawbackIn June 2023, the U.S. Securities and Exchange Commission approved the New York Stock Exchange’s proposed rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which require listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers was last updatedand to satisfy related disclosure obligations. In August 2023, we amended and restated our Executive Compensation Recoupment Policy, which currently applies to our Senior Leadership Team, to reflect these new requirements. In addition to requiring the recovery of incentive-based compensation in 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 subjectevent of a financial restatement, (b)our Executive Compensation Recoupment Policy also allows the Compensation Committee to recover incentive-based compensation in the Board’s view, the covered officer was grossly negligentevent of non-restatement related miscalculations or engaged in fraudmanagement misconduct 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 covered officer, or a lesser amount would have vested, based upon the restated financial 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 resultednegligence resulting in material financial, reputational or other harm to the Company 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.Company.
|
| 2024 Proxy Statement |
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 incorporated by reference into our annual reportAnnual Report on Form 10-K for the fiscal year ended January 29, 2022February 3, 2024 and included in the Proxy Statement for the 20222024 Annual Meeting of Shareholders.
Tracy Gardner (Chair)
LisaElisabeth B. Donohue
Jorge P. Montoya
Salaam Coleman Smith
March , 2024
Notwithstanding anything to the contrary in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filing.
| 2024 Proxy Statement |
|
| 55 |
Executive Compensation
20212023 Summary Compensation Table
The following table shows compensation information for fiscal 2021,2023, which ended January 29, 2022,February 3, 2024, for each person who served as our principal executive or financial officer in fiscal 2023, and the three other most highly compensated executive officers at fiscal 2023 year-end who did not serve as our principal executive or financial officer (the “named executive officers”). The table also shows compensation information for fiscal 20202022 and fiscal 2019,2021, which ended January 30, 202128, 2023 and February 1, 2020,January 29, 2022, respectively, for those named executive officers who were also named executive officers in either of those years.
Name and |
| Fiscal |
| Salary |
| Bonus |
| Stock |
| Option |
| Non-Equity |
| Change in |
| All Other |
| Total |
Richard Dickson |
| 2023 |
| 697,159 |
| — |
| 11,542,892 |
| — |
| 1,802,511 |
| — |
| 313,624 |
| 14,356,186 |
President and CEO, Gap Inc. |
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|
Katrina O'Connell |
| 2023 |
| 914,615 |
| — |
| 3,314,782 |
| — |
| 2,557,510 |
| — |
| 67,682 |
| 6,854,589 |
EVP and CFO, Gap Inc. |
| 2022 |
| 866,538 |
| — |
| 2,521,291 |
| 638,980 |
| — |
| — |
| 61,280 |
| 4,088,089 |
|
| 2021 |
| 814,904 |
| — |
| 2,653,389 |
| 737,423 |
| 1,000,736 |
| — |
| 61,884 |
| 5,268,336 |
|
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|
|
|
|
|
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|
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|
|
|
|
Horacio Barbeito |
| 2023 |
| 1,019,230 |
| 1,187,500 |
| 2,951,030 |
| — |
| 2,595,611 |
| — |
| 307,619 |
| 8,060,990 |
President and CEO, Old Navy |
| 2022 |
| 500,000 |
| 745,879 |
| 5,419,394 |
| — |
| — |
| — |
| 148,197 |
| 6,813,470 |
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Chris Blakeslee |
| 2023 |
| 475,000 |
| — |
| 8,092,183 |
| — |
| 855,398 |
| — |
| 287,055 |
| 9,709,636 |
President and CEO, Athleta |
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Mark Breitbard |
| 2023 |
| 1,121,154 |
| — |
| 2,295,250 |
| — |
| 3,300,000 |
| — |
| 74,793 |
| 6,791,197 |
President and CEO, Gap Brand |
| 2022 |
| 1,100,000 |
| — |
| 2,521,291 |
| 638,980 |
| — |
| — |
| 74,194 |
| 4,334,465 |
|
| 2021 |
| 1,100,000 |
| — |
| 3,458,832 |
| 811,162 |
| 2,120,705 |
| — |
| 75,568 |
| 7,566,267 |
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|
|
|
|
|
|
|
Bob L. Martin |
| 2023 |
| 1,000,000 |
| — |
| 4,495,744 |
| — |
| 2,319,485 |
| — |
| 230,081 |
| 8,045,310 |
Former Interim CEO, Gap Inc. |
| 2022 |
| 1,112,500 |
| — |
| 7,365,781 |
| — |
| — |
| — |
| 66,422 |
| 8,544,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For 2021, this column includes (a) the grant date fair value of the target number of shares that could have been earned under the Company’s previous Long-Term Growth Plan (“LGP”) with respect to year 3 of a three-year performance period beginning with fiscal 2019 ("LGP 4"), and (b) the grant date fair value of the target number of shares that may be earned under the Company's PRSU program with respect to the three-year performance period beginning with fiscal 2021 (“PRSU 2”).
For 2022, this column includes 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 2022 (“PRSU 3”).
For 2023, this column includes 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 2023 (“PRSU 4”).
See "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—PRSU Program" in this Proxy Statement for actual shares earned under PRSU 2 (none were earned). See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—Outstanding Long-Term Growth Plan (LGP) Grants” in our 2022 Proxy Statement for actual shares earned under LGP 4.
|
|
|
|
|
|
|
| 2024 Proxy Statement |
|
|
This column also includes the aggregate grant date fair value of any time-based restricted stock units granted during fiscal 2023, 2022 and 2021. The amount in this column for 2023 for Mr. Dickson includes the aggregate grant date fair value of 12,204 director stock units he received before he was appointed as the Company's President and CEO in August 2023. The amount in this column for 2023 for Mr. Martin includes the aggregate grant date fair value of 8,591 director stock units he received after he transitioned to non-employee Board Chair in October 2023.
Details on the figures included in this column for 20212023 are reflected in the following table. Details on the figures included in this column for 20202022 and 20192021 are included in our 20212023 and 20202022 Proxy Statements. Mr. Martin did not participate in the PRSU Program in fiscal 2023.
|
| 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 |
|
| |
| PRSU 4 |
| Grant Date |
| Grant Date |
| Total Reported | |
Richard Dickson |
| 3,893,497 | 7,540,413 | 108,982 |
| 11,542,892 | ||
Katrina O'Connell |
| 1,398,000 | 1,916,782 | — |
| 3,314,782 | ||
Horacio Barbeito |
| 1,797,427 | 1,153,603 | — |
| 2,951,030 | ||
Chris Blakeslee |
| 3,222,467 |
| 4,869,716 |
| — |
| 8,092,183 |
Mark Breitbard |
| 1,398,000 |
| 897,250 |
| — |
| 2,295,250 |
Bob L. Martin |
| — | 4,396,604 | 99,140 |
| 4,495,744 |
The totalestimated grant date fair value of LGP 4 detailed in the following table is calculated based on the share price as of the last day of each respective fiscal year and a maximum performance condition achievement over the three-year period. The grant date fair value for year 1 of LGP 4 is $14.13, for year 2 of LGP 4 is $20.25 and for year 3 of LGP 4 is $17.29. The grant date fair valuevalues of PRSU 2,4, which isare earned based on performance goals that are measured over a three-yearthree-year performance period,, is $34.91. are $9.32 per share for awards granted March 13, 2023, $9.43 per share for awards granted August 7, 2023, and $8.355 per share for awards granted August 22, 2023. For a description of the Company’s Long-Term Growth Program and Performance Restricted Stock UnitPRSU Program, please see "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—Outstanding Long-Term Growth Plan (LGP) Grants" and "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—PRSU Program." Mr. Martin did not participate in the PRSU Program in fiscal 2023.
|
| Maximum Shares Total Grant Date Fair Value ($) |
| |||||
|
| 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 |
PRSU 4 | ||
Richard Dickson | 11,680,491 | |
Katrina O'Connell | 4,194,000 | |
Horacio Barbeito | 5,392,281 | |
Chris Blakeslee | 9,667,399 | |
Mark Breitbard | 4,194,000 |
| 2024 Proxy Statement |
2023 Summary Compensation | 57 |
Name |
| Fiscal |
| Personal |
| Financial |
| Tax |
| Deferred |
| 401 (k) |
| Disability |
| Life |
| Relocation |
| Gift |
| Other |
| Total |
Richard Dickson |
| 2023 |
| 124,390 |
| 6,958 |
| 42,214 |
| 4,892 |
| 6,268 |
| 345 |
| 280 |
| 33,313 |
| 6,000 |
| 88,964 |
| 313,624 |
Katrina O'Connell |
| 2023 |
| — |
| 15,551 |
| — |
| 22,577 |
| 13,055 |
| 851 |
| 648 |
| — |
| 15,000 |
| — |
| 67,682 |
|
| 2022 |
| — |
| 15,300 |
| — |
| 22,231 |
| 12,306 |
| 867 |
| 576 |
| — |
| 10,000 |
| — |
| 61,280 |
|
| 2021 |
| — |
| 15,300 |
| — |
| 20,650 |
| 14,557 |
| 801 |
| 576 |
| — |
| 10,000 |
| — |
| 61,884 |
Horacio Barbeito |
| 2023 |
| — |
| 19,516 |
| 86,360 |
| 26,800 |
| 13,469 |
| 851 |
| 648 |
| 59,684 |
| — |
| 100,291 |
| 307,619 |
|
| 2022 |
| — |
| 9,575 |
| 36,976 |
| — |
| 14,523 |
| 434 |
| 288 |
| 86,401 |
| — |
| — |
| 148,197 |
Chris Blakeslee |
| 2023 |
| — |
| — |
| 172,272 |
| — |
| — |
| 280 |
| 345 |
| 88,349 |
| — |
| 25,809 |
| 287,055 |
Mark Breitbard |
| 2023 |
| — |
| 15,551 |
| — |
| 30,800 |
| 11,943 |
| 851 |
| 648 |
| — |
| 15,000 |
| — |
| 74,793 |
|
| 2022 |
| — |
| 15,300 |
| — |
| 31,800 |
| 10,651 |
| 867 |
| 576 |
| — |
| 15,000 |
| — |
| 74,194 |
|
| 2021 |
| — |
| 15,300 |
| — |
| 32,400 |
| 11,491 |
| 801 |
| 576 |
| — |
| 15,000 |
| — |
| 75,568 |
Bob L. Martin |
| 2023 |
| 68,711 |
| — |
| — |
| — |
| — |
| 644 |
| 320 |
| — |
| 47,500 |
| 112,906 |
| 230,081 |
|
| 2022 |
| — |
| — |
| — |
| — |
| — |
| 434 |
| 192 |
| — |
| 15,000 |
| 50,796 |
| 66,422 |
| 2024 Proxy Statement |
2023 Grants of Plan-Based Awards | 58 |
|
|
|
|
|
|
|
|
| |||
|
|
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 |
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
20212023 Grants of Plan-Based Awards
The following table shows all plan-based awards granted to the named executive officers during fiscal 2021,2023, which ended on January 29, 2022. February 3, 2024.
|
|
|
|
|
| Estimated Future Payouts |
| Estimated Future Payouts |
|
|
|
|
|
|
|
| ||||||||
Name |
| Grant |
| Approval |
| Threshold |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
| All Other |
| All Other |
| Exercise |
| Grant |
Richard Dickson |
| 6/30/2023 |
| 6/30/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 12,204 |
| — |
| — |
| 108,982 |
|
| 8/22/2023 |
| 7/18/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 438,596 |
| — |
| — |
| 3,597,479 |
|
| 8/22/2023 |
| 7/18/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 466,008 |
| — |
| — |
| 3,942,934 |
|
| 8/22/2023 |
| 7/18/2023 |
| — |
| — |
| — |
| 186,403 |
| 466,008 |
| 1,398,024 |
| — |
| — |
| — |
| 3,893,497 |
|
| N/A |
| N/A |
| 144,858 |
| 1,158,868 |
| 2,317,736 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Katrina O'Connell |
| 3/13/2023 |
| 3/13/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 100,000 |
| — |
| — |
| 897,250 |
|
| 3/13/2023 |
| 3/13/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 107,142 |
| — |
| — |
| 1,019,532 |
|
| 3/13/2023 |
| 3/13/2023 |
| — |
| — |
| — |
| 60,000 |
| 150,000 |
| 450,000 |
| — |
| — |
| — |
| 1,398,000 |
|
| N/A |
| N/A |
| 168,257 |
| 1,346,058 |
| 2,692,116 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Horacio Barbeito |
| 3/13/2023 |
| 3/13/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 128,571 |
| — |
| — |
| 1,153,603 |
|
| 3/13/2023 |
| 3/13/2023 |
| — |
| — |
| — |
| 77,142 |
| 192,857 |
| 578,571 |
| — |
| — |
| — |
| 1,797,427 |
|
| N/A |
| N/A |
| 187,500 |
| 1,500,000 |
| 3,000,000 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Chris Blakeslee |
| 8/7/2023 |
| 7/6/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 441,932 |
| — |
| — |
| 4,163,480 |
|
| 8/7/2023 |
| 7/6/2023 |
| — |
| — |
| — |
| — |
|
|
| — |
| 77,081 |
| — |
| — |
| 706,236 |
|
| 8/7/2023 |
| 7/6/2023 |
| — |
| — |
| — |
| 90,441 |
| 226,104 |
| 678,312 |
| — |
| — |
| — |
| 2,132,161 |
|
| 8/7/2023 |
| 7/6/2023 |
| — |
| — |
| — |
| 46,248 |
| 115,621 |
| 346,863 |
| — |
| — |
| — |
| 1,090,306 |
|
| N/A |
| N/A |
| 86,902 |
| 695,216 |
| 1,390,431 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Mark Breitbard |
| 3/13/2023 |
| 3/13/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 100,000 |
| — |
| — |
| 897,250 |
|
| 3/13/2023 |
| 3/13/2023 |
| — |
| — |
| — |
| 60,000 |
| 150,000 |
| 450,000 |
| — |
| — |
| — |
| 1,398,000 |
|
| N/A |
| N/A |
| 206,250 |
| 1,650,000 |
| 3,300,000 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
Bob L. Martin |
| 1/30/2023 |
| 1/25/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 156,124 |
| — |
| — |
| 1,951,029 |
|
| 5/1/2023 |
| 5/1/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 202,282 |
| — |
| — |
| 1,731,607 |
|
| 8/22/2023 |
| 8/16/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 63,106 |
| — |
| — |
| 568,031 |
|
| 8/22/2023 |
| 8/16/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 16,213 |
| — |
| — |
| 145,937 |
|
| 10/30/2023 |
| 10/30/2023 |
| — |
| — |
| — |
| — |
| — |
| — |
| 8,591 |
| — |
| — |
| 99,140 |
|
| N/A |
| N/A |
| 186,405 |
| 1,491,240 |
| 2,982,480 |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 2024 Proxy Statement |
2023 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 |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||||
|
|
|
|
|
|
|
|
| |||
|
|
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 2021,2023, which ended on January 29, 2022.February 3, 2024.
| Option Awards |
| Stock Awards | |||||||||||||||
Name |
| Number of |
| Number of |
| Equity |
| Option |
| Option |
| Number of |
| Market |
| Equity |
| Equity |
Richard Dickson |
|
|
|
|
|
|
|
|
|
|
| 438,596 | (b) | 8,688,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 466,008 | (c) | 9,231,618 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,492 | (u) | 306,903 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12,204 | (u) | 241,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,398,024 | (b) | 27,694,855 |
Katrina O'Connell |
| 3,100 |
| — |
| — |
| 42.20 |
| 3/17/2024 |
|
|
|
|
|
|
|
|
| 8,000 |
| — |
| — |
| 41.27 |
| 3/16/2025 |
|
|
|
|
|
|
|
| |
| 15,000 |
| — |
| — |
| 30.18 |
| 3/14/2026 |
|
|
|
|
|
|
|
| |
|
| 15,980 |
| — |
| — |
| 30.18 |
| 3/14/2026 |
|
|
|
|
|
|
|
|
|
| 20,000 |
| — |
| — |
| 23.54 |
| 3/13/2027 |
|
|
|
|
|
|
|
|
|
| 18,000 |
| — |
| — |
| 32.23 |
| 3/19/2028 |
|
|
|
|
|
|
|
|
|
| 20,000 |
| — |
| — |
| 25.56 |
| 3/18/2029 |
|
|
|
|
|
|
|
|
|
| 28,281 |
| — |
| — |
| 32.25 |
| 3/15/2031 |
|
|
|
|
|
|
|
|
|
| — |
| 53,300 | (a) | — |
| 6.28 |
| 3/23/2030 |
|
|
|
|
|
|
|
|
|
| — |
| 28,282 | (b) | — |
| 32.25 |
| 3/15/2031 |
|
|
|
|
|
|
|
|
|
| — |
| 102,772 | (c) | — |
| 13.93 |
| 3/14/2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| — | (a) | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 19,905 | (d) | 394,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 719 | (e) | 14,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 9,606 | (f) | 190,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 36,108 | (g) | 715,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 100,000 | (h) | 1,981,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 107,142 | (i) | 2,122,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 57,771 | (a) | 1,144,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 450,000 | (b) | 8,914,500 | |
Horacio Barbeito |
|
|
|
|
|
|
|
|
|
|
| 131,086 | (j) | 2,596,814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 128,571 | (k) | 2,546,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 89,887 | (a) | 1,780,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 578,571 | (b) | 11,461,492 |
Chris Blakeslee |
|
|
|
|
|
|
|
|
|
|
| 441,932 | (l) | 8,754,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 77,081 | (m) | 1,526,975 |
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 346,863 | (b) | 6,871,356 | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 678,312 | (b) | 13,437,361 |
|
| Option Awards |
| Stock Awards |
| |||||||||||||||||||||||||||||
| 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 |
|
|
| 2024 Proxy Statement |
|
|
| Option Awards |
| Stock Awards | |||||||||||||||
Name |
| Number of |
| Number of |
| Equity |
| Option |
| Option |
| Number of |
| Market |
| Equity |
| Equity |
Mark Breitbard |
| 300,000 |
| — |
| — |
| 25.90 |
| 5/1/2027 |
|
|
|
|
|
|
|
|
| 180,000 |
| — |
| — |
| 32.23 |
| 3/19/2028 |
|
|
|
|
|
|
|
| |
|
| 180,000 |
| — |
| — |
| 25.56 |
| 3/18/2029 |
|
|
|
|
|
|
|
|
|
| 140,000 |
| — |
| — |
| 19.35 |
| 12/20/2029 |
|
|
|
|
|
|
|
|
|
| 93,808 |
| 93,809 | (d) | — |
| 6.28 |
| 3/23/2030 |
|
|
|
|
|
|
|
|
|
| 31,109 |
| 31,110 | (e) | — |
| 32.25 |
| 3/15/2031 |
|
|
|
|
|
|
|
|
| 34,257 |
| 102,772 | (f) | — |
| 13.93 |
| 3/14/2032 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| — | (a) | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 35,032 | (n) | 693,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 10,566 | (o) | 209,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 36,108 | (p) | 715,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 100,000 | (q) | 1,981,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 57,771 | (a) | 1,144,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 450,000 | (b) | 8,914,500 | |
Bob L. Martin |
|
|
|
|
|
|
|
|
|
|
| 202,282 | (r) | 4,007,206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 63,106 | (s) | 1,250,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 16,213 | (t) | 321,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,591 | (u) | 170,188 |
|
|
|
|
|
| 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 |
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| 46,106 |
| (b) | $ | 819,304 |
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| 2024 Proxy Statement | ||
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| 61 |
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| 2024 Proxy Statement |
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20212023 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 2021,2023, which ended on January 29, 2022.February 3, 2024.
| Option Awards |
| Stock Awards | |||||
Name |
| Number |
| Value |
| Number of |
| Value |
Richard Dickson |
| — |
| — |
| 12,862 | (3) | 114,860 |
Katrina O'Connell |
| 140,857 |
| 1,520,046 |
| 37,460 |
| 349,890 |
Horacio Barbeito |
| — |
| — |
| 262,172 |
| 2,784,267 |
Chris Blakeslee |
| — |
| — |
| — |
| — |
Mark Breitbard |
| 140,712 |
| 1,836,783 |
| 90,570 |
| 862,737 |
Bob L. Martin |
| — |
| — |
| 906,539 | (3) | 10,785,113 |
|
| 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) |
| ||||
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Sonia Syngal |
|
| 191,880 |
|
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| 4,779,714 |
|
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| 137,369 |
|
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| 3,969,790 |
|
Katrina O'Connell |
|
| 53,300 |
|
|
| 1,264,276 |
|
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| 44,411 |
|
|
| 1,282,696 |
|
Mark Breitbard |
|
| 46,904 |
|
|
| 1,367,563 |
|
|
| 121,914 |
|
|
| 3,572,706 |
|
Nancy Green |
|
| — |
|
|
| — |
|
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| 101,379 |
| (4) |
| 2,907,402 |
|
Mary Beth Laughton |
|
| — |
|
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| — |
|
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| 34,541 |
|
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| 885,903 |
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| 2024 Proxy Statement | ||
|
| 63 |
20212023 Nonqualified Deferred Compensation
The table below provides information on the nonqualified deferred compensation activity for the named executive officers in fiscal 2021,2023, which ended on January 29, 2022.February 3, 2024.
Name |
| Plan |
| Executive |
| Registrant |
| Aggregate |
| Aggregate |
| Aggregate |
Richard Dickson |
| Deferred Compensation Plan |
| 15,615 |
| 4,892 |
| 1,604 |
| — |
| 22,112 |
|
| 2016 Long-Term Incentive Plan |
| 241,761 |
| — |
| 13,041 |
| — |
| 548,664 |
Katrina O'Connell |
| Deferred Compensation Plan |
| 134,597 |
| 22,577 |
| 205,790 |
| — |
| 1,648,376 |
Horacio Barbeito |
| Deferred Compensation Plan |
| 30,000 |
| 26,800 |
| 2,638 |
| — |
| 62,952 |
Chris Blakeslee |
| Deferred Compensation Plan |
| — |
| — |
| — |
| — |
| — |
Mark Breitbard |
| Deferred Compensation Plan |
| 33,000 |
| 30,800 |
| 48,820 |
| — |
| 455,267 |
Bob L. Martin |
| Deferred Compensation Plan |
| — |
| — |
| — |
| — |
| — |
|
| 2016 Long-Term Incentive Plan |
| 170,188 |
| — |
| — |
| — |
| 170,188 |
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) |
| |||||
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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 | ) |
|
| — |
|
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| 93,818 |
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The Company’samounts associated with the Company's Deferred Compensation Plan (“DCP”("DCP") are included in the “Salary” column of the Summary Compensation Table. The amounts associated with the 2016 Long-Term Incentive Plan are included in the "Stock Awards" column of the Summary Compensation Table and represent the grant date fair value of fully vested deferred stock units earned by Mr. Dickson and Mr. Martin as non-employee directors in fiscal 2023. See "Compensation of Directors—Equity Compensation" for more information.
The Company’s 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.
Mr. Dickson and Mr. Martin were granted fully vested deferred stock units in connection with their service as non-employee directors in fiscal 2023 under the 2016 Long-Term Incentive Plan. See "Compensation of Directors—Equity Compensation" for more information.
|
| 2024 Proxy Statement |
|
|
Gap Inc. is one of the largest apparel 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.the 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 internal pay equity assessments that are periodically validated by a third party in order to help us target and maintain pay equity across our workforce.
For fiscal year 2021,2023, 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 Canada and the median employee's total compensation in fiscal year 20212023 was $7,348. This employee did not work the full year and we$7,573. We did not annualize the median employee’s compensation. The annual reportedannualized compensation of our CEO, forwho was serving in that same periodrole on the date we selected to identify the median employee, was $18,260,915.$16,357,649. To calculate the annualized compensation of our CEO, we included his annualized CEO salary, which was $1,255,563, his annualized annual bonus, which was $3,246,270, and the other non-salary and non-bonus elements of his compensation as reported in the Summary Compensation Table. Accordingly, the ratio of the median employee pay to our CEO pay for 20212023 is 1 to 2,485,2,160, 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:
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| 2024 Proxy Statement | ||
|
| 65 |
20212023 Potential Payments Upon Termination
Post-Termination Benefits
The Company has entered into agreements with Ms. Syngal,Mr. Dickson, Ms. O'Connell, Mr. Breitbard, Ms. GreenBarbeito, Mr. Blakeslee, and Ms. LaughtonMr. Breitbard that provide eligibility for post-termination benefits in the case of involuntary termination without cause.cause or, in the case of Mr. Dickson, resignation for good reason. The Company has not entered into such an agreement with Mr. Martin.
TheseFor each eligible named executive officer other than Mr. Dickson, these agreements provide that, if the executive is involuntarily terminated without cause (as specified in each respective agreement) prior to June 30, 2024, the executive is eligible to receive (in exchange for a release of claims) the following:
For Mr. Dickson, his agreement provides that, if he is involuntarily terminated without cause (as specified in his agreement), or if he resigns for good reason (as specified in his agreement), except during the eighteen month period following a change in control (as specified in the 2016 Long-Term Incentive Plan), he is eligible to receive (in exchange for a release of claims) the following:
Mr. Dickson's agreement further provides that if he is involuntarily terminated without cause, or if he resigns for good reason, within eighteen months after a change in control, he is eligible to receive (in exchange for a release of claims) the following:
|
| |
| 2024 Proxy Statement |
|
| ||
2023 Potential Payments Upon Termination | 66 |
Certain named executive officers are also eligible to receive accelerated vesting and settlement of certain equity awards pursuant to their award agreements following an involuntary termination without cause or, in the case of Mr. Dickson, a resignation for good reason:
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The following table shows the amounts that each executiveMr. Dickson, Ms. O'Connell, Mr. Barbeito, Mr. Blakeslee, Mr. Breitbard, and Mr. Martin would have been eligible to receive under the agreements described above assuming that they had been terminated without cause or, in the case of Mr. Dickson, resigned for good reason, on January 29, 2022,February 3, 2024, the last day of our 20212023 fiscal year.
| Potential Post-Termination Payment Eligibility | |||||||||||
Description |
| Mr. |
| Ms. |
| Mr. |
| Mr. |
| Mr. |
| Mr. |
Cash Payments related to salary (1) |
| $2,100,000 |
| $1,350,000 |
| $1,500,000 |
| $1,425,000 |
| $1,650,000 |
| — |
Cash Payments related to bonus (2) |
| $2,590,000 |
| $2,093,668 |
| $2,595,611 |
| $855,398 |
| $2,855,172 |
| — |
Health Benefits |
| $21,939 |
| $29,431 |
| $29,431 |
| $29,431 |
| $29,431 |
| — |
Financial Counseling (3) |
| $23,327 |
| $23,327 |
| $23,327 |
| — |
| $23,327 |
| — |
Stock Award Vesting Acceleration (4) |
| $11,403,765 |
| $4,188,706 |
| $3,870,300 |
| $9,136,412 |
| $2,370,663 |
| $5,578,516 |
Total |
| $16,139,031 |
| $7,685,132 |
| $8,018,669 |
| $11,446,241 |
| $6,928,593 |
| $5,578,516 |
|
| 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 |
|
The following table shows the amounts that Mr. Dickson would have been eligible to receive under the agreements described above assuming he had been terminated without cause or resigned for good reason, in each case within eighteen months after a change in control, on February 3, 2024, the last day of our 2023 fiscal year.
|
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|
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| 2024 Proxy Statement |
|
|
Potential Post-Termination Payment Eligibility - Change in Control | ||
Description | Mr. | |
Cash Payments related to lump sum salary and bonus payment (1) | $7,980,000 | |
Cash Payments related to pro-rated bonus payment (2) | $1,802,511 | |
Health Benefits | $21,939 | |
Financial Counseling | $23,327 | |
Stock Award Vesting Acceleration (3) | $27,151,824 | |
Total | $36,979,601 |
Acceleration of Equity Upon Change in Control
Under the 2016 Long-Term Incentive Plan, in the event of a change in control, anyan 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 allthe named executive officers' unvested options and unvested stock awards that would have become vested in the event of a change in control on January 29, 2022,February 3, 2024, the last day of our 20212023 fiscal year, in the event that awards were not assumed or substituted as described above.
|
| Potential Change in Control Equity Acceleration Eligibility | ||||||||||
Description |
| Mr. |
| Ms. |
| Mr. |
| Mr. |
| Mr. |
| Mr. |
Stock Option Vesting Acceleration (1) |
| — |
| $1,325,448 |
| — |
| — |
| $3,408,729 |
| — |
Stock Award Vesting Acceleration (2) |
| $27,151,824 |
| $11,250,277 |
| $13,415,986 |
| $17,051,220 |
| $9,432,234 |
| $5,578,516 |
Total |
| $27,151,824 |
| $12,575,726 |
| $13,415,986 |
| $17,051,220 |
| $12,840,963 |
| $5,578,516 |
Description |
| Ms. Syngal |
|
| Ms. O'Connell |
|
| Mr. Breitbard |
|
| Ms. Green |
|
| Ms. Laughton |
| |||||
| $ | 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 |
|
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| |||
|
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Death, DisabilityDisability, or Retirement
Each of our named executive officers other than Mr. Martin is generally entitled to the following additional death, disability, or retirement benefits:
|
| |
| 2024 Proxy Statement |
|
| ||
2023 Potential Payments Upon Termination | 68 |
|
|
|
|
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,or termination on account of disability) or, in the case of Ms. Green, also in the event of her retirement,disability on January 29, 2022,February 3, 2024, the last day of our 20212023 fiscal year.year, for our named executive officers who were employed as of that date.
|
| Potential Death or Disability Equity Acceleration Eligibility | ||||||||||
Description |
| Mr. |
| Ms. |
| Mr. |
| Mr. |
| Mr. |
| Mr. |
Stock Option Vesting Acceleration (1) |
| — |
| $1,325,448 |
| — |
| — |
| $3,408,729 |
| — |
Stock Award Vesting Acceleration (2) |
| $9,231,618 |
| $1,314,156 |
| $2,596,814 |
| $8,754,673 |
| $1,618,596 |
| — |
Total |
| $9,231,618 |
| $2,639,604 |
| $2,596,814 |
| $8,754,673 |
| $5,027,324 |
| — |
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 |
|
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|
|
| 2024 Proxy Statement |
2023 Compensation Actually Paid | 69 |
2023 Compensation Actually Paid
The following table includes the information required by Item 402(v) of Regulation S-K, including the “Compensation Actually Paid” to our Chief Executive Officer and the average “Compensation Actually Paid” to our other named executive officers for the years presented. “Compensation Actually Paid” is calculated using the methodology required by Item 402(v) of Regulation S-K by making certain adjustments to the “Summary Compensation Table Total” reported for our Chief Executive Officer and other named executive officers for the years presented, which are detailed in the footnotes to this table. For further information about the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with its performance, see “Compensation Discussion and Analysis.”
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| Value of Initial Fixed |
|
| |
Fiscal | Summary | Compensation | Summary | Compensation | Summary | Compensation | Summary | Compensation | Average | Average | Total | Peer Group | Net Income (Loss) | Gap Inc. |
2023 | — | — | — | — | $8,045,310 | $10,292,385 | $14,356,186 | $29,925,053 | $7,854,103 | $12,378,266 | $130.10 | $144.65 | $502 | $560 |
2022 | — | — | $11,232,972 | $(46,162,022) | $8,544,703 | $10,384,998 | — | — | $4,948,961 | $(3,966,265) | $82.15 | $129.27 | $(202) | $(69) |
2021 | — | — | $18,260,915 | $25,854,898 | — | — | — | — | $7,402,383 | $8,376,262 | $104.44 | $118.34 | $256 | $810 |
2020 | $277,784 | $288,911 | $21,905,521 | $43,026,557 | — | — | — | — | $6,563,095 | $11,370,149 | $116.31 | $106.91 | $(665) | $(862) |
Bob L. Martin | |
2023 | |
Summary Compensation Table Total | $8,045,310 |
- Change in Pension Value and Above Market Non-Qualified Deferred Compensation | — |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(4,495,744) |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $5,523,520 |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $3,129,676 |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(1,910,377) |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — |
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — |
Compensation Actually Paid | $10,292,385 |
Richard Dickson | |
2023 | |
Summary Compensation Table Total | $14,356,186 |
- Change in Pension Value and Above Market Non-Qualified Deferred Compensation | — |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(11,542,892) |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $27,002,777 |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | — |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $108,982 |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | — |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — |
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — |
Compensation Actually Paid | $29,925,053 |
| 2024 Proxy Statement |
Non-CEO Named Executive Officers | |||
2020 | 2021 | 2022 | 2023 |
Katrina O’Connell | Katrina O’Connell | Katrina O’Connell | Katrina O’Connell |
Mark Breitbard | Mark Breitbard | Horacio Barbeito | Horacio Barbeito |
Nancy Green | Nancy Green | Mark Breitbard | Chris Blakeslee |
Julie Gruber | Mary Beth Laughton | Sandra Stangl | Mark Breitbard |
Teri List |
| Nancy Green |
|
Non-CEO Named Executive Officers | |
2023 | |
Summary Compensation Table Total | $7,854,103 |
- Change in Pension Value and Above Market Non-Qualified Deferred Compensation | — |
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(4,163,311) |
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $8,998,670 |
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $125,934 |
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — |
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(437,129) |
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — |
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — |
Compensation Actually Paid | $12,378,266 |
The items listed below represent the four most important performance measures we used to determine Compensation Actually Paid for fiscal 2023 as further described in “Compensation Discussion and Analysis–Elements of Compensation–Long-Term Incentives” and “Compensation Discussion and Analysis–Elements of Compensation–Annual Cash Incentive Bonus”.
Most Important Performance Measures in Fiscal 2023 |
Gap Inc. Earnings Before Income and Taxes (EBIT) |
Relative Total Shareholder Return (S&P Retail Select Index) |
Individualized Weighted Brand Average EBIT |
Gap Inc. SG&A % of Net Sales |
| 2024 Proxy Statement |
The following chart illustrates a comparison of our four-year cumulative TSR versus the four-year cumulative TSR of our peer index for the years presented.
The following chart illustrates a comparison of the Compensation Actually Paid amounts for the individuals who served as our CEO and other named executive officers versus our TSR for the years presented.
| 2024 Proxy Statement |
The following chart illustrates a comparison of the Compensation Actually Paid amounts for the individuals who served as our CEO and other named executive officers versus our net income (loss) for the years presented.
The following chart illustrates a comparison of the Compensation Actually Paid amounts for the individuals who served as our CEO and other named executive officers versus our EBIT for the years presented. We believe that EBIT is the most important measure that we use to determine executive compensation because our executives’ PRSUs, which generally comprise the largest single element of their compensation, are largely determined based on achievement of a three-year cumulative EBIT goal. For more information on our executives’ long-term incentives, see “Compensation Discussion and Analysis–Long-Term Incentives.”
| 2024 Proxy Statement |
Proposal No. 4 — Approve the Amended and Restated Certificate of Incorporation of the Company | 73 |
Proposal No. 4 — Amendment of Amended and Restated Certificate of Incorporation
We are asking shareholders to approve an amendment to our Amended and Restated Certificate of Incorporation to align the current exculpation provision with developing law. Currently, Article Sixth, Section 2 of the Amended and Restated Certificate of Incorporation limits the monetary liability of directors for certain fiduciary duty breaches as allowed under Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Delaware updated Section 102(b)(7) in 2022 to allow Delaware corporations to extend the exculpation provision to cover certain senior officers, in addition to directors. For both directors and officers, the liability limitation does not apply to breaches of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the director or officer derived an improper personal benefit. In addition, for officers, amended Section 102(b)(7) only permits exculpation for direct claims brought by shareholders and does not permit exculpation for claims brought by the Company against the officer (including any derivative claims made by shareholders on behalf of the Company).
In light of this update, we are proposing to amend our Amended and Restated Certificate of Incorporation to restate the exculpation provision to extend its coverage to certain senior officers to the extent permitted under amended Section 102(b)(7). As a result, both directors and officers would be protected from monetary liability for fiduciary duty breaches to the extent allowed under the DGCL. The Board believes it is important to provide protection to officers to the extent permitted by the DGCL to attract and retain key executive talent. This protection has long been afforded to directors, and Delaware law now allows it to be extended to certain senior officers. Adopting an exculpation provision that aligns with amended Section 102(b)(7) of the DGCL could prevent protracted litigation that distracts from our primary objective of creating shareholder value over the long term. In addition, as other companies continue to update their charters to align with amended Section 102(b)(7), our ability to attract and retain highly qualified officers may be adversely impacted if we do not similarly do so. For these reasons, the Board believes that the proposal to amend our Amended and Restated Certificate of Incorporation as described herein is in the best interests of the Company and its shareholders, and has unanimously adopted a resolution to amend our Amended and Restated Certificate of Incorporation, subject to our shareholders’ approval.
Accordingly, the following resolution will be submitted for a shareholder vote at the 2024 Annual Meeting:
"RESOLVED, that the Company’s shareholders approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to amend and restate Article Sixth, Section 2, which shall read in its entirety as follows:
Section 2. Limited Liability. To the fullest extent permitted by the General Corporation Law of the State of Delaware (as such law currently exists or may hereafter be amended so long as any such amendment authorizes action further eliminating or limiting the personal liabilities of directors or officers), a director or officer of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. Any repeal or modification of this paragraph by the stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation with respect to any act or omission occurring prior to the time of such repeal or modification."
| The Board of Directors Recommends a Vote “FOR” the Approval of the Amendment of the Company's Amended and Restated Certificate of Incorporation. |
| 2024 Proxy Statement |
Equity Compensation Plan Information
The following table provides information as of January 29, 2022February 3, 2024 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 |
| Weighted- |
| Number of |
Equity Compensation Plans |
| 32,617,403 (2) |
| $21.59 |
| 58,166,155 (3) |
Equity Compensation Plans Not |
| — |
| — |
| — |
Total |
| 32,617,403 |
| $21.59 |
| 58,166,155 |
|
| Equity Plan Summary |
| |||||||||
| Column (A) |
|
| Column (B) |
|
| Column (C) |
| ||||
Plan Category |
| Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) |
|
| Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($) |
|
| 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 |
| |||
|
|
|
|
|
|
| 2024 Proxy Statement | ||
| Beneficial Ownership of Shares | 75 |
Beneficial Ownership of Shares
The following table sets forth certain information as of March 14, 20224, 2024 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 named in the “20212023 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., Two Folsom Street, San Francisco, California 94105.
| Shares Beneficially Owned |
|
| |||||
Name of Beneficial Owner |
| Common |
| Options |
| Total |
| % of |
Directors, Director Nominees and Named Executive Officers |
|
|
|
|
|
|
|
|
Horacio Barbeito |
| 334 |
| 32,142 |
| 32,476 |
| * |
Chris Blakeslee |
| 318 |
| — |
| 318 |
| * |
Mark Breitbard |
| 123,985 |
| 1,180,146 |
| 1,304,131 |
| * |
Richard Dickson |
| 1,889 |
| 27,696 |
| 29,585 |
| * |
Elisabeth B. Donohue |
| — |
| 40,426 |
| 40,426 |
| * |
Robert J. Fisher (3) |
| 57,062,654 |
| 46,778 |
| 57,109,432 |
| 15.36 |
William S. Fisher (4) |
| 58,735,215 |
| 46,778 |
| 58,781,993 |
| 15.81 |
Tracy Gardner |
| 48,967 |
| 46,778 |
| 95,745 |
| * |
Kathryn Hall (5) |
| 3,389,284 |
| 41,053 |
| 3,430,337 |
| * |
Bob L. Martin |
| 746,059 |
| 210,873 |
| 956,932 |
| * |
Amy Miles |
| 33,638 |
| 46,778 |
| 80,416 |
| * |
Katrina O'Connell |
| — |
| 346,093 |
| 346,093 |
| * |
Chris O'Neill |
| 5,458 |
| 74,509 |
| 79,967 |
| * |
Mayo A. Shattuck III |
| 150,268 |
| 46,778 |
| 197,046 |
| * |
Tariq Shaukat |
| — |
| 19,036 |
| 19,036 |
| * |
Salaam Coleman Smith |
| — |
| 48,860 |
| 48,860 |
| * |
All directors and executive officers, as a group (22 persons) (6) |
| 111,924,690 |
| 3,364,250 |
| 115,288,940 |
| 31.00 |
Certain Other Beneficial Holders |
|
|
|
|
|
|
|
|
John J. Fisher (7) |
| 60,020,455 |
| — |
| 60,020,455 |
| 16.14 |
BlackRock, Inc. (8) |
| 18,779,836 |
| — |
| 18,779,836 |
| 5.05 |
Dodge & Cox (9) |
| 37,090,678 |
| — |
| 37,090,678 |
| 9.97 |
The Vanguard Group (10) |
| 20,050,160 |
| — |
| 20,050,160 |
| 5.39 |
|
| 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% |
|
| 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% |
|
|
|
|
|
|
|
| 2024 Proxy Statement |
Beneficial Ownership of Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2024 Proxy Statement | ||
| Beneficial Ownership of Shares | 77 |
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)(7) above for which voting and investmentdispositive power is shared by Messrs. John J. Fisher, Robert J. Fisher, William S. Fisher and/or William S.John J. Fisher actually represent an aggregate of 2,722,25010,817,261 shares, rather than 5,444,50030,166,961 shares, as a result of that shared voting and investmentdispositive power.
In addition, the shares described in footnotes (3), (4) and (5)(7) 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 21,078,7515,938,222 shares, rather than 42,157,50211,876,444 shares.
For purposes of the above table, removing the shares counted multiple times (described above) results in an aggregate total beneficial ownership of 36.95%40.50% of the outstanding shares by Messrs. John J. Fisher, Robert J. Fisher, William S. Fisher, John J. 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 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.
Delinquent Section 16(a) Reports
Due to an administrative error, Mr. Martin's October 30, 2023 stock unit grant was reported one day late. The Company filed a Form 4 on November 2, 2023 to report the transaction. Due to an administrative error, Amy Thompson's January 22, 2024 RSU grant was reported one day late. The Company filed a Form 4 on January 25, 2024 to report the transaction. These transactions did not result in any liability under Section 16(b) of the Exchange Act.
Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during fiscal 2023 all other Section 16(a) filing requirements were satisfied on a timely basis or previously disclosed.
|
| 2024 Proxy Statement |
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,Richard Dickson, 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.Board.
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 $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 20212023 Annual Report to Shareholders are available at:at www.gapinc.com (follow the Investors, link)Financial Information links).
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.
| 2024 Proxy Statement |
| Other Information |
| 79 |
What is the date, time and format of the Annual Meeting?
We will hold the Annual Meeting on May 10, 20227, 2024 at 10:00 a.m. Eastern Time, via the Internet at www.virtualshareholdermeeting.com/GAP2022.GAP2024. 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?2024 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/GAP2022.GAP2024. 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/GAP2022,GAP2024, where you will be able to vote electronically and submit questions during the Annual Meeting. A webcast replay of the 20222024 Annual Meeting will also be archived on www.gapinc.com (follow the Investors, link)News and Events links). 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/GAP2022.GAP2024. 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, link)News and Events links). 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), the 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/GAP2022.GAP2024.
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.
|
| 2024 Proxy Statement |
Other Information |
|
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)accountant), 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), Proposal 4 (approval of Amendment of the Company's Amended and Restated Certificate of Incorporation). 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 | www.proxyvote.com (or scan the QR code on the proxy card or voting instruction | www.proxyvote.com (or scan the QR code on the proxy card or voting instruction | ||
By Internet During the
| www.virtualshareholdermeeting.com/ | www.virtualshareholdermeeting.com/ | ||
By Telephone* | 1-800-690-6903 | Follow the voting instructions you receive from your brokerage firm, bank, broker dealer, or other intermediary | ||
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 | Follow the voting instructions you receive from your brokerage firm, bank, broker dealer, or other 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.
|
| |
| 2024 Proxy Statement |
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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firmaccountant is the only routine proposal on the agenda for our Annual Meeting. The other twothree 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. For proposal 4, broker non-votes will have the same effect as votes against the proposal.
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 castshares voted “against” that director. Votes cast shall include votes “for” and “against” a nominee, and exclude “abstentions” and “broker non-votes” with respect to that nominee’s election. Under our Corporate Governance Guidelines, at any meeting of shareholders where nominees are subject to an uncontested election (the number of nominees is equal to the number of seats), any nominee for director who receives a greater number of votes “against” his or her election than votes “for” such election, shall submit to the Corporate Secretary of the Company a letter offering his or her resignation, subject to the Board of Directors’Board’s acceptance. The Governance and Sustainability Committee will consider the offer of resignation and will recommend to the Board the action to be taken. The Board 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’Board’s decision will be disclosed publicly.
Other Proposals 2 and 3
The other two mattersProposal 2 (ratification of the selection of independent accountant) and Proposal 3 (advisory vote on the agenda for shareholder approval at the Annual Meetingexecutive compensation) 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.
Proposal 4
The approval of Proposal 4 (approval of Amendment of the Company's Amended and Restated Certificate of Incorporation) requires the affirmative vote of a majority of the shares outstanding.
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 10, 20229, 2024 (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).
| 2024 Proxy Statement |
When are shareholder proposals for the 20232025 Annual Meeting due?
If a shareholder would like us to consider including a proposal in our Proxy Statement and form of proxy materials for our Annual Meeting in 2023,2025, the Company’s Corporate Secretary must receive it no later than November 30, 2022.27, 2024. 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 20232025 Annual Meeting?
Our Amended and Restated Bylaws provide that in order for a shareholder to bring business before our Annual Meeting in 20232025 (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 9, 2023,6, 2025, and no earlier than January 10, 20237, 2025 (i.e., not less than 90 days nor more than 120 days prior to the first anniversary of the date of our 20222024 Annual Meeting). The notice must contain the information required by our Bylaws, including a brief description of the business desired to be brought before the Annual Meeting, the reasons for conducting such business at the Annual Meeting, the name and address of the shareholder proposing the business, the number of shares of the Company’s stock beneficially owned by the shareholder, any material interest of the shareholder in the business proposed, any interests held by the shareholder in derivative securities of the Company or arrangements with persons holding derivative securities of the Company, and other information required to be provided by the shareholder pursuant to the proxy rules of the SEC.
In order for a shareholder to propose director nominees to be considered for election to the Board at our Annual Meeting in 2023,2025, the notice must also contain the additional information required by our Bylaws, including the identity and background of each nominee, the number of shares of the Company’s stock beneficially owned by each nominee, any arrangements or understandings between the nominee and the shareholder and any other persons pursuant to which the nomination is being made, any other information relating to the nominee that must be disclosed in proxy solicitations or is otherwise required for the election of directors under the proxy rules of the SEC (including such nominee’s written consent to being named in the proxy statement and to serving as a director if elected), and certain information regarding material relationships between the shareholder and the nominee.
If a shareholder fails to submit the notice by February 9, 2023,6, 2025, then the proposed business or nomination would not be considered at our Annual Meeting in 20232025 due to the shareholder’s failure to comply with our Bylaws. Additionally, in accordance with Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as amended, management proxyholders intend to use their discretionary voting authority with respect to any shareholder proposal raised at our Annual Meeting in 20232025 as to which the proponent fails to notify us on or before February 9, 2023.6, 2025. Notices must be addressed to our Corporate Secretary at Gap Inc., Two Folsom Street, San Francisco, California 94105.
A copy of the full text of the Bylaw provisions relating to our advance notice procedures may be obtained by writing to our Corporate Secretary at that address or at www.gapinc.com (follow the Investors, Governance links).
In addition, 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 forthcomply with the information required byadditional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 11, 2023.14a-19(b).
By Order of the Board of Directors,
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Julie Gruber
Corporate Secretary
| 2024 Proxy Statement |
| Other Information |
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Note About Forward-LookingForward-Looking Statements
In this Proxy Statement, the Company has disclosed information which may be considered forward-looking within the meaning of the U.S. federal securities laws. Forward-looking statements may appear throughout this Proxy Statement, including in the Compensation Discussion and Analysis. In some cases, you can identify these forward-looking statements by the use of terms such as "believe," "will," "expect," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "would," and "continue to," or similar expressions, and variations or negatives of these words, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to statements regarding our next Board Chair, our continuing focus on operational and financial rigor, elevating our performance, improving execution consistency, reinvigorating our brands, actions to drive operational efficiency and reduce overhead, momentum in reigniting the compositionbrand dialogue of our Board and its committees,Gap brand, reestablishing Banana Republic, Banana Republic better executing on the diversity of our Board members, our response to the COVID-19 pandemic, our ESG strategies and activities, our Power Plan strategyfundamentals, reengaging Athleta's core customer, and our current andlong-term incentive program for Executives in 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.years. For information regarding risks and uncertainties associated with our business and a discussion of some of the factors that may cause actual results to differ materially from the results expressed or implied by such forward-looking statements, please refer to our SEC filings, including the "Risk Factors" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022.February 3, 2024. The Company undertakes no obligation to update information in this Proxy Statement.
Information Referenced In this Proxy Statement
The content of the websites referred to in this Proxy Statement are not incorporated by reference into this Proxy Statement.
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| 2024 Proxy Statement |
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| 2024 Proxy Statement |
Preliminary Proxy Card - Subject to Completion
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. 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. 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
