Gap Inc DEF 14A, filed Mar 27, 2026

Gap Inc (GAP)

DEF 14A 2026-03-27 For: 2026-05-12

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Added on June 12, 2026

About this DEF 14A

Gap Inc filed this DEF 14A on March 27, 2026.

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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


☑			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


Proposals

1						Elect as directors the 11 director nominees named in the Proxy Statement;
2						Ratify the selection of Deloitte & Touche LLP as our independent accountant for the fiscal year ending on January 30, 2027;
3						Hold an advisory vote to approve the compensation of our named executive officers; and
4						Transact such other business as may properly come before the meeting.


			P r oxy Summary			1
			Proposal No. 1 — Election of Directors			7
			Nominees for Election as Directors			7
			Director Selection and Qualification			13
			Board Self-Assessment			15
			Key Director Attributes			16
			Director Independence			17
			C orporate Governance			18
			Corporate Governance Highlights			18
			Corporate Governance Guidelines			20
			Additional Corporate Governance Information			20
			Risk Oversight			21
			Environmental, Social, and Governance Oversight			23
			Shareholder Engagement			24
			Communication with Directors			25
			Code of Business Conduct			25
			Political Engagement Policy			25
			Policies and Procedures with Respect to Related Party Transactions			26
			Certain Relationships and Related Transactions			26
			Board Leadership Structure and Independent Oversight			26
			Board Committees			27
			Board and Committee Meetings in Fiscal 2025			30
			Attendance of Directors at Annual Meeting of Shareholders			30
			Stock Ownership Guidelines for Directors			30
			Insider Trading Policy and Restrictions on Hedging and Pledging			31
			C ompensation of Directors			32
			P roposal No. 2 — Ratification of Selection of Independent Accountant			35


			Principal Accounting Firm Fees			35
			Report of the Audit and Finance Committee			37
			P roposal No. 3 — Advisory Vote on the Overall Compensation of the Company’s Named Executive Officers			38
			C ompensation Discussion and Analysis			40
			Compensation Committee Report			63
			E xecutive Compensation			65
			2025 Summary Compensation Table			65
			2025 Grants of Plan-Based Awards			68
			2025 Outstanding Equity Awards at Fiscal Year-End			69
			2025 Option Exercises and Stock Vested			72
			2025 Nonqualified Deferred Compensation			73
			2025 CEO Pay Ratio			74
			2025 Potential Payments Upon Termination			75
			2025 Compensation Actually Paid			80
			E quity Compensation Plan Information			87
			B eneficial Ownership of Shares			88
			Beneficial Ownership Table			88
			Note Regarding Various Fisher Family Holdings			90
			Delinquent Section 16(a) Reports			90
			O ther Information			92
			Questions and Answers about the Annual Meeting and Voting			92
			Note About Forward-Looking Statements			98


☑ Filed by the Registrant			☐ Filed by a Party other than the Registrant


Proposals		Board Recommendation	Page

1	Elect as directors the 11 director nominees named in this Proxy Statement;	FOR	7
2	Ratify the selection of Deloitte & Touche LLP as our independent accountant for the fiscal year ending on January 30, 2027; and	FOR	35
3	Hold an advisory vote to approve the compensation of our named executive officers.	FOR	38


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


					Committee Membership*

Name and Occupation	Age	Director Since	Independent	Other Public Boards	AC	CC	GC

Brady Brewer CEO, Starbucks International, Starbucks Corporation	52	2025	Yes	0		M
Richard Dickson President and CEO, Gap Inc.	58	2022	No	0
Elisabeth B. Donohue Former CEO, Publicis Spine	60	2021	Yes	1		C
Robert J. Fisher Managing Director, Pisces, Inc.	71	1990	Yes	0			C
William S. Fisher Founder and CEO, Manzanita Capital Limited	68	2009	Yes	0
Jody Gerson Chairman and CEO, Universal Music Publishing Group	65	2025	Yes	0
Kathryn Hall Board Member and Shareholder, Pathstone	68	2022	Yes	0	M F
Amy Miles Former Chair and CEO, Regal Entertainment Group	59	2020	Yes	2	C F		M
Chris O'Neill CEO, GrowthLoop	53	2018	Yes	0	M
Mayo A. Shattuck III Board Chair, Gap Inc.	71	2002	Yes	2	M F		M
Tariq Shaukat CEO, SonarSource	53	2023	Yes	1	M F


Retail / Apparel
	9


Consumer Marketing and Brand Management
		10


Senior Leadership
			11


Financial Management / Capital Deployment
			11


Technology / E-Commerce
		10


Global / International
		10


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


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



1	Assess Board Composition & Collect Candidate Pool •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.	Results Seven new directors brought on to the Board since 2021, including the following areas of experience and expertise: •CEO, President, and senior leadership experience •Media, marketing, and consumer insights •Financial and investment management •Creative and brand strategy, management and revitalization •Technology, data analytics and artificial intelligence •Digital retail and omnichannel •Supply chain and sustainability •Music and entertainment •Governance and public company board experience


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.


1	2	3	4

Survey Directors complete a survey and provide feedback on an anonymized basis.	One-on-One Discussions Anonymized responses are summarized and used to facilitate candid, one-on-one discussions with each director, where additional feedback is solicited.	Review and Recommendation The Governance and Sustainability Committee reviews feedback from the survey results and discussions with directors to align on recommended action items for the Board.	Action Items The Board implements agreed-upon recommendations.


Annual Board Elections			All directors are elected annually. We do not have a classified / staggered Board.
Majority Voting Standard for Uncontested Director Elections			Our Bylaws provide for a majority voting standard in uncontested director elections. Any incumbent director who does not meet the majority voting standard must offer to resign from the Board.
Shareholder Action by Written Consent			Our Bylaws provide for shareholders to act by written consent to approve any action that would otherwise be required or permitted to be taken at a meeting of shareholders.
Shareholder Ability to Call Special Meetings			Our Bylaws provide for shareholders holding 10% or more of our common stock to call special meetings.
No Shareholder Rights Plan / Poison Pill			We have not adopted a shareholder rights plan / poison pill.


Table of Contents


Majority Independent Board			We are committed to maintaining at least two-thirds independent directors on our Board. 10 of 11 director nominees are independent.
Independent Board Committees			Each of our standing Board committees is composed solely of independent directors.
Board Committee Charters			Each of our standing Board committees has a charter outlining the committee’s duties and responsibilities. We review each committee’s charter at least annually to align with new requirements and developing best practices.
Separate Board Chair and CEO Roles			Since 2015, other than during periods of CEO transitions, we have separated the positions of CEO and Board Chair.
Independent Board Chair			Our Board Chair, Mayo Shattuck, is an independent director. Our Corporate Governance Guidelines also provide that if the Board Chair is not an independent director and the Board determines it is appropriate, the independent directors will designate an independent director to serve as Lead Independent Director.
Independent and Non-Management Executive Sessions			At each quarterly Board meeting, time is set aside for the non-management and/or independent directors to meet in executive session.


Director Backgrounds, Qualifications, and Experiences			Our directors have different backgrounds, qualifications, and experiences. As described in our Corporate Governance Guidelines, the Board believes that these differences are important to the effectiveness of the Board’s oversight of the Company.
Director Overboarding Policy			As described in our Corporate Governance Guidelines, directors who are full-time employees of other companies should not serve on more than three public company Boards (including the Company’s), and directors who are retired from full-time employment should not serve on more than four public company Boards (including the Company’s).
Annual Self-Assessment			Annually, the Board conducts a formal review process to assess the composition and performance of the Board, each standing committee of the Board, and each individual director.
Annual Board Independence Assessment			Annually, we review the independence status of our directors. We require directors to inform us of changes in circumstances that could affect their independence status.
Director Onboarding and Education			Directors are expected to complete a formal onboarding program within six months of joining the Board. Directors are encouraged to periodically attend continuing education programs at the Company's expense.


Compensation Consultant Independence Policy			We require our compensation consultant to be independent under NYSE rules, and we review its independence status annually.
Director and Executive Stock Ownership Guidelines			We have robust director and executive stock ownership guidelines, to align directors and executives with our shareholders and encourage a long-term perspective in managing the Company.
Anti-Hedging and Pledging Policies			Directors and covered executives are prohibited from hedging Company stock or pledging Company stock as collateral.
No Single-Trigger Change in Control Arrangements			We do not have arrangements that provide for single-trigger change in control benefits.
Executive Compensation Recoupment Policy			The Company’s Executive Compensation Recoupment Policy requires the Company to recover incentive-based compensation in the event of a financial restatement, without regard to individual fault or Board discretion. In addition, the policy permits the Company to recover incentive-based compensation in the event of a non-restatement related miscalculation or management misconduct or negligence resulting in material financial, reputational or other harm to the Company, in each case, subject to Board discretion.


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


									Our most recent Impact Report and other environmental, social and governance resources and policies, including our Human Rights Policy and Code of Vendor Conduct, are available at www.gapinc.com (follow the Impact, Impact Report link, and the Impact, ESG Resources link).


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


									Our Political 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 link).


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


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


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


Name	Audit & Finance	Compensation & Management Development	Governance & Sustainability

Brady Brewer		●
Salaam Coleman		●
Richard Dickson
Elisabeth B. Donohue		Chair
Robert J. Fisher			Chair
William S. Fisher
Jody Gerson
Kathryn A. Hall	●
Amy Miles	Chair		●
Chris O'Neill	●
Mayo A. Shattuck III	●		●
Tariq Shaukat	●
Number of Meetings	8	6	4


	2025 ($)	2026 ($)

Annual Retainer	95,000	95,000
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	40,000	40,000
Compensation and Management Development Committee	25,000	25,000
Governance and Sustainability Committee	20,000	20,000
Additional Annual Retainer for Chair of the Board	200,000	200,000
Additional Annual Retainer for Lead Independent Director	40,000	40,000


Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Option Awards ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)

Brady Brewer	75,547	184,992	—	—	19,000	279,539
Salaam Coleman	107,000	184,992	—	—	13,000	304,992
Elisabeth B. Donohue	124,651	184,992	—	—	20,000	329,643
Robert J. Fisher	125,000	184,992	—	—	25,153	335,145
William S. Fisher	95,000	184,992	—	—	16,875	296,867
Tracy Gardner	39,164	—	—	—	24,759	63,923
Jody Gerson	36,277	184,997	—	—	17,000	238,274
Kathryn Hall	111,000	184,992	—	—	5,000	300,992
Amy Miles	161,000	184,992	—	—	20,000	365,992
Chris O'Neill	111,000	184,992	—	—	17,884	313,876
Mayo A. Shattuck III	321,000	184,992	—	—	20,000	525,992
Tariq Shaukat	111,000	184,992	—	—	17,000	312,992


Fees ($) (in thousands) (see notes below)	Fiscal Year 2024	Fiscal Year 2025

Audit Fees	5,780	5,754
Audit-Related Fees	191	204
Tax Fees	1,276	1,267
All Other Fees	1,170	4
Total	8,417	7,229


Executive Summary			40
Compensation Governance			47
Compensation Objectives			49


98% Say-on-Pay Approval At the 2025 Annual Meeting, shareholders were very supportive of the structure and philosophy of our pay program during fiscal 2024, with 98% of shares present and voting thereon voting to approve our Say-on-Pay proposal. We continued to set rigorous goals and align pay with performance and achievement of our strategic priorities during fiscal 2025.									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, and we hold a Say-on-Pay vote annually. A Say-on-Pay vote was presented to our shareholders at our 2025 Annual Meeting and approved by approximately 98% of shareholders present and 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 2025 Annual Meeting, we invited our top 25 shareholders (not including members of the Fisher family), representing approximately 45% of our outstanding ownership at that time, to engage in discussion with us on our executive compensation program. Shareholders representing approximately 2% of our outstanding ownership at that time accepted our invitation to engage. See “Corporate Governance–Shareholder Engagement” for more information on our shareholder outreach program. Based on the low rate of acceptance to our invitation to engage on our executive compensation program and discussions and feedback with shareholders that did accept, we believe our shareholders continue to view our executive compensation program favorably. As a result, the Compensation Committee retained its general approach to executive compensation in fiscal 2025 and continued to apply the same pay-for-performance principles and philosophy as in prior fiscal years.


Component			Description and Purpose

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


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


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


Name	Base Salary at Beginning of Fiscal Year ($)	Base Salary at End of Fiscal Year ($)	Year Over Year Change (%)	Comments

Richard Dickson	1,400,000	1,400,000	—
Katrina O’Connell	900,000	950,000	5.5	Salary was increased in 2025 to improve competitiveness and to position Ms. O'Connell appropriately relative to internal and external benchmarks and after considering her individual performance.
Haio Barbeito	1,100,000	1,100,000	—
Mark Breitbard	1,100,000	1,100,000	—
Eric Chan	900,000	900,000	—