Gap Inc DEF 14A, filed Mar 27, 2024

Gap Inc (GAP)

DEF 14A 2024-03-27 For: 2024-05-07

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Added on June 12, 2026

About this DEF 14A

Gap Inc filed this DEF 14A on March 27, 2024.

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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


DATE AND TIME		Tuesday, May 7, 2024 10:00 a.m., Eastern Time

PLACE		Via the Internet at www.virtualshareholdermeeting.com/GAP2024

ITEMS OF BUSINESS		• Elect as directors the 11 director nominees named in this Proxy Statement; • Ratify the selection of Deloitte & Touche LLP as our independent accountant for the fiscal year ending 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 11, 2024 to vote at the Annual Meeting.

INTERNET AVAILABILITY		In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending them a notice with instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient, less costly and limits our impact on the environment. This Proxy Statement and our 2023 Annual Report to Shareholders are available at www.gapinc.com (follow the Investors, Financial Information links).

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/GAP2024 on May 7, 2024 at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. 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. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

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

By Order of the Board of Directors,


Julie Gruber Corporate Secretary March 27, 2024



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 Annual Meeting: www.virtualshareholdermeeting.com/GAP2024


					Committee Membership
Name and Occupation	Age	Director Since	Independent	Other Public Boards	AC	CC	GC
Richard Dickson President and CEO, Gap Inc.	56	2022	No	—
Elisabeth B. Donohue Former CEO, Publicis Spine	58	2021	Yes	1		M
Robert J. Fisher Managing Director, Pisces, Inc.	69	1990	Yes	—			C
William S. Fisher Founder and CEO, Manzanita Capital Limited	66	2009	Yes	—
Tracy Gardner Principal, Tracy Gardner Consultancy	60	2015	Yes	—		C
Kathryn Hall Founder and Co-Chair, Hall Capital Partners	66	2022	Yes	—	M F
Amy Miles Former Chair and CEO, Regal Entertainment Group	57	2020	Yes	2	C F		M
Chris O'Neill Managing Partner, Bobcaygeon Capital	51	2018	Yes	—	M
Mayo A. Shattuck III Former Chairman, Exelon Corporation	69	2002	Yes	1	M F		M
Tariq Shaukat Co-CEO, SonarSource	51	2023	Yes	1	M F
Salaam Coleman Smith Former EVP, Disney ABC Television Group	54	2021	Yes	1		M


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


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


PROPOSAL NO. 1 — ELECTION OF DIRECTORS	1
Nominees for Election as Directors	1
Director Selection and Qualification	8
Board Self-Assessment	10
Key Director Attributes	11
Director Independence	12
Corporate Governance	13
Corporate Governance Highlights	13
Corporate Governance Guidelines	15
Additional Corporate Governance Information	15
Risk Oversight	16
Environmental, Social, and Governance (ESG) Oversight	18
Shareholder Engagement	19
Communication with Directors	20
Code of Business Conduct	20
Political Engagement Policy	20
Policies and Procedures with Respect to Related Party Transactions	20
Certain Relationships and Related Transactions	20
Board Leadership Structure and Independent Oversight	21
Board Committees	21
Board and Committee Meetings in Fiscal 2023	23
Attendance of Directors at Annual Meeting of Shareholders	24
Stock Ownership Guidelines for Directors	24
Insider Trading Policy and Restrictions on Hedging and Pledging	24
Compensation of Directors	25
PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANT	28
Report of the Audit and Finance Committee	30
PROPOSAL NO. 3 — ADVISORY VOTE ON THE OVERALL COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS	31
COMPENSATION DISCUSSION AND ANALYSIS	32
Compensation Committee Report	54
EXECUTIVE COMPENSATION	55
2023 Summary Compensation Table	55
2023 Grants of Plan-Based Awards	58
2023 Outstanding Equity Awards at Fiscal Year-End	59
2023 Option Exercises and Stock Vested	62
2023 Nonqualified Deferred Compensation	63
2023 CEO Pay Ratio	64
2023 Potential Payments Upon Termination	65
2023 Compensation Actually Paid	69


PROPOSAL NO. 4 — AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	73
EQUITY COMPENSATION PLAN INFORMATION	74
BENEFICIAL OWNERSHIP OF SHARES	75
Beneficial Ownership Table	75
Note Regarding Various Fisher Family Holdings	77
Delinquent Section 16(a) Reports	77
OTHER INFORMATION	78
Questions and Answers about the Annual Meeting and Voting	78
Note About Forward-Looking Statements	83



			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.



			Elisabeth B. Donohue
			Age: 58 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: • With over 30 years of global marketing experience, including as the former Chief Executive Officer of two leading marketing agencies, Ms. Donohue brings extensive expertise in global consumer, data, and digital marketing leadership. In addition, she brings experience in advising companies on their holistic marketing strategies and helping them navigate shifts into digital and data driven marketing economies.



			Robert J. Fisher
			Age: 69 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 positions at the Company. His previous leadership and oversight roles at Gap Inc. provide him with a deep understanding and unique insight into the Company’s organizational and operational structure. In addition, Mr. Fisher brings strong leadership to the Board based on perspective gained from his previous management roles and as a key member of the founding family and significant shareholder.



			William S. Fisher
			Age: 66 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: 60 Director since: 2015 Committee Membership: Compensation and Management Development (Chair) Former Public Company Directorships Held in Last Five Years: • Crocs, Inc.

	Biography: • Principal of Tracy Gardner Consultancy since 2010. Chief Executive Officer of Delia's, Inc., an omni-channel retail company primarily marketing to teenage girls, from 2013 to 2014 (Delia's, Inc. filed voluntary petitions for relief under Chapter 11 in 2014). Former executive of J. Crew Group, Inc. from 2004 to 2010. Various positions with Gap Inc. from 1999 to 2004. Experience: • With over 30 years of retail experience, Ms. Gardner is an industry veteran who brings deep product and operational expertise and experience as an operator, merchant, creative director, and leader in growing multi-channel brands. In addition, her prior experience as a former senior executive with Gap Inc. and as an advisor to Gap brand provides Ms. Gardner with an in-depth understanding of the Company’s global business structure and operations.



			Kathryn Hall
			Age: 66 Director since: 2022 Committee Membership: Audit and Finance 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 investment firm with approximately $42 billion in assets under management. Additionally, she has substantial insights from her experience leading and developing a senior management team that is 50% women and integrating sustainability into the firm’s investment framework.



	Table of Contents



	Table of Contents



	Proposal No. 1 – Election of Directors		1



	Proposal No. 1 – Election of Directors		2



			Amy Miles
			Age: 57 Director since: 2020 Committee Membership: Audit and Finance (Chair) Governance and Sustainability Current Public Company Directorships: • Norfolk Southern Corporation • Amgen Inc.

	Biography: • Former Chair and Chief Executive Officer of Regal Entertainment Group, a leading theater chain, from 2015 to 2018, and Chief Executive Officer of Regal Entertainment Group from 2009 to 2015. Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment Group from 2002 to 2009. Experience: • As a former Chair, Chief Executive Officer and Chief Financial Officer, Ms. Miles brings extensive finance, accounting, and management experience to the Board. In addition, she brings expertise in information technology, marketing, and strategic planning.



			Chris O'Neill
			Age: 51 Director since: 2018 Committee Membership: Audit and Finance

	Biography: • Managing Partner, Bobcaygeon Capital, LLC since 2013. Chief Growth Officer of Xero Limited from 2022 to 2024. Senior Advisor to Portage Ventures, the venture capital arm of Sagard Holdings, from 2021 to 2024, and General Partner from 2020 to 2021. Chief Business Officer of Glean Technologies, Inc. from 2021 to 2022. President and Chief Executive Officer of Evernote Corporation, a global cloud-based technology company, from 2015 to 2018, and Chairman from 2016 to 2018. Various executive roles with Google Inc. from 2005 to 2015, including Managing Director, Google Canada from 2010 to 2014 and Head of Global Business Operations, Google X, from 2014 to 2015. Experience: • Mr. O’Neill's experience as a global technology executive, investor, and as a Chief Executive Officer, and his decade-long experience at Google provide him with extensive expertise in leading high-growth companies and helping ensure that technology is integrated with and driven by strategy.



			Mayo A. Shattuck III
			Age: 69 Director since: 2002 Committee Membership: Audit and Finance Governance and Sustainability Current Public Company Directorships: • Capital One Financial Corporation • Hut 8 Corp. Former Public Company Directorships Held in Last Five Years: • Alarm.com Holdings, Inc. • Exelon Corporation

	Biography: • Former Chairman of Exelon Corporation, an energy company, from 2013 to 2022, and Executive Chairman of Exelon Corporation from 2012 to 2013. Chairman, Chief Executive Officer, and President of Constellation Energy Group from 2002 to 2012. Mr. Shattuck also has extensive experience in the financial services industry. Experience: • With his experience as a director of three other public companies, as the former Chief Executive Officer of Constellation Energy Group, and as the former Executive and Non-Executive Chairman of Exelon Corporation, Mr. Shattuck brings extensive leadership experience as well as expertise in risk oversight, financial literacy and reporting, corporate governance, and compliance.



			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 his other prior roles as a Partner at McKinsey & Company and at various technology-based companies.



			Salaam Coleman Smith
			Age: 54 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 supporting Nickelodeon’s global expansion in Europe, Asia, and Latin America. Experience: • Ms. Coleman Smith has over 23 years of media and entertainment industry experience at three global companies. She also brings experience in strategy and change management, having lead organizations through periods of significant transformation and growth. Additionally, she has substantial insights from her experience developing and leading a diverse and inclusive management team in the media industry.



			Bob L. Martin
			During his more than 20 years of service on the Board, Mr. Martin has made immeasurable contributions to the Company – as Board Chair since 2020, and as interim Chief Executive Officer from July 2022 to August 2023, when he oversaw the start of Gap Inc.’s comprehensive transformation effort. The Company and the Board thank Mr. Martin for his passion, dedication, and leadership.


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.


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


INDEPENDENT OVERSIGHT
Majority Independent Board		We are committed to maintaining at least two-thirds independent directors on our Board. 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.
Lead Independent Director		Our Corporate Governance Guidelines 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. Most recently, Mr. Shattuck has served as Lead Independent Director since 2022. The Lead Independent Director serves as a liaison between the independent directors and management and provides independent leadership to the Board.
Independent Executive Sessions		At each quarterly Board meeting, time is set aside for the independent directors to meet in executive session.


BOARD STRUCTURE
Director Diversity		Our directors have a diversity of backgrounds, qualifications, experiences, and personal characteristics. As described in our Corporate Governance Guidelines, the Board believes that diversity is important to the effectiveness of the Board’s oversight of the Company.
Director Overboarding Policy		As described in our Corporate Governance Guidelines, directors who are full-time employees of other companies should not serve on more than three public company Boards (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 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		The Company’s Executive Compensation Recoupment Policy was last updated in August 2023 to comply with recently adopted NYSE rules. The 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 links).



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



Board Committees While the Board has ultimate oversight responsibility for the risk management process, risk management is also facilitated through the work of the Board committees, which are composed entirely of independent directors and provide regular reports to the Board regarding the matters they review. The committees also meet with our Chief Financial Officer, Chief Audit Executive, Chief Legal and Compliance Officer, and other key executives regarding our risk management processes and controls. The key risk management areas for our Board committees are described below.

Audit and Finance	Compensation and Management Development	Governance and Sustainability
 Our financial statements  Our internal controls  Our independent auditors  The Internal Audit function  Enterprise risk management  Our Corporate Compliance program  Our Data Privacy and Cybersecurity programs  Legal, regulatory and finance matters	 Our compensation program and policies  Senior management development, retention, and succession planning  Human capital management	 Board and committee composition  Corporate governance matters  Certain environmental, social, community and sustainability matters



Enterprise Risk Management Annually, the Company’s Internal Audit department facilitates a comprehensive enterprise risk management ("ERM") assessment encompassing a number of significant risk areas identified using a risk framework, including strategic, operational, compliance, financial, sustainability, reputational, and climate risks. The ERM assessment is designed to gather information regarding key enterprise risks, emerging risks, critical risk events, and key third-party dependencies that could impact the Company’s ability to achieve its objectives and execute its strategies. Risks are categorized based on the Company's potential exposure and the maturity of mitigation strategies. The Company's Risk Committee, which currently includes the entire Senior Leadership Team, is responsible for overseeing the ERM assessment process. Primary assessment methods include interviews and surveys with employees, key executives and Board members, reviews of critical Company strategies and initiatives, and monitoring of regulatory changes as well as emerging industry trends and issues. 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 Board-level oversight. The Risk Committee meets quarterly throughout the year to review ERM mitigation plans and progress, as well as selected risks, third-party dependencies and critical risk events. The Company also has a Risk Steering Committee, which currently includes a subset of the Senior Leadership Team, that meets monthly and sets the agendas for the Risk Committee meetings. On a quarterly basis, our Chief Audit Executive updates the Audit and Finance Committee on the Internal Audit plan and any changes to the Company’s enterprise risk profile. Our Chief Legal and Compliance Officer meets quarterly in a private session with the Audit and Finance Committee in part to update the Committee on legal, regulatory and compliance risks. In addition, on a regular basis, management communicates with the Board, both formally and informally, about key initiatives, strategies and industry developments, in part to assess and manage potential risks. We also facilitate cross-functional training exercises to help the Company better prepare for critical risk events. The Company's Disclosure Committee is a cross-functional team that reviews financial and business disclosures in part to ensure that required disclosures regarding risks are accurate. The Company's legal and financial reporting teams seek input and advice from internal subject matter experts and external advisors in drafting specific disclosures, and that input and advice is communicated to the Disclosure Committee as appropriate.



Board of Directors
Receives regular reports from the Board committees on their areas of ESG oversight responsibility and monitors ESG-related risks and opportunities.



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.



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.



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.


	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 and other sustainability policies, including our Code of Vendor Conduct, are available at www.gapinc.com (follow the Values, Sustainability, ESG Resources links).




Spring	Summer	Fall	Winter
Ahead of annual meeting, engage with shareholders to update and gather feedback on compensation, governance and ESG developments, and discuss any concerns on annual meeting agenda items.	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.


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


	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 links).



	AUDIT and finance committee


	Members: Amy Miles (Chair) Kathryn A. Hall Chris O’Neill Mayo A. Shattuck III Tariq Shaukat		The Board’s Audit and Finance Committee is composed solely of independent directors. 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.