þ Filed by the Registrant
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o Filed by a Party other than the Registrant
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CHECK THE APPROPRIATE BOX:
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o
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Preliminary Proxy Statement
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o
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material Under Rule 14a-12
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PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
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þ
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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o
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Fee paid previously with preliminary materials:
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DATE AND TIME
Tuesday, May 19, 2020
10:00 a.m., San Francisco Time
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ITEMS OF BUSINESS
• Elect as directors the thirteen director nominees named in the Proxy Statement;
• Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 30, 2021;
• Hold an advisory vote to approve the compensation of our named executive officers; and
• Transact such other business as may properly come before the meeting.
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 2019 Annual Report to Shareholders are available at: www.gapinc.com (follow the Investors, Annual Reports & Proxy links).
PROXY VOTING
Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card.
ATTENDING THE ANNUAL MEETING
You are entitled to attend the Annual Meeting, which will be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2020 on May 19, 2020 at 10:00 a.m., San Francisco Time, and any adjournments or postponements thereof. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging in to the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.
Given the heightened concerns around the COVID-19 outbreak and the current shelter-in-place order in California, we have decided to use a virtual meeting format for our Annual Meeting, which allows us to continue to proceed with the Annual Meeting while mitigating the health and safety risks to participants. This technology will allow us to expand access to the Annual Meeting, improve communications and lower the cost to us, our shareholders and the environment.
By Order of the Board of Directors,
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PLACE
Via the Internet at www.virtualshareholdermeeting.com/GAP2020
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RECORD DATE
You must have been a shareholder of record at the close of business on March 23, 2020 to vote at the Annual Meeting.
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Julie Gruber
Corporate Secretary
April 7, 2020
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AGENDA
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VOTING SHARES
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Items of Business
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Management
Recommendation
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Page No.
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The holders of common stock at the close of business on March 23, 2020 (the “Record Date”) are entitled to one vote per share on each matter voted upon at the Annual Meeting or any adjournment or postponement thereof. As of the Record Date, there were 372,639,457 shares of common stock outstanding.
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The Board recommends you vote “FOR” each of the thirteen nominees.
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Page 5
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You may vote your shares by:
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The Board recommends you vote “FOR” the selection of the independent registered public accounting firm.
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Page 20
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By Internet prior to the
2020 Annual Meeting:
www.proxyvote.com
By Internet during the
2020 Annual Meeting:
www.virtualshareholdermeeting.com/GAP2020
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The Board recommends you vote “FOR” the approval of the overall compensation of the Company’s named executive officers.
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Page 23
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By Mail
Sign and return a proxy card (for shareholders of record) or voting instruction card (for beneficial owners of shares)
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By Phone
1-800-690-6903
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE FOLLOWING NOMINEES.
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Amy Bohutinsky
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Age: 45
Director since 2018
Committee Membership: Audit & Finance
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Venture Partner of TCV, a venture firm, since July 2019. Chief Operating Officer of Zillow Group, Inc., an online real estate database company, from 2015 to 2019. Chief Marketing Officer, Zillow Group, Inc., from 2011 to 2015. Director of Zillow Group, Inc.
As an experienced leader and brand builder, Ms. Bohutinsky brings extensive strategic and operational expertise in multi-brand strategy, marketing, investor relations, communications, digital, consumer products, facilities, and human resources and talent management.
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John J. Fisher
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Age: 58
Director since 2018
Committee Membership: None
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Executive Vice Chairman of Pisces, Inc., an investment group, since 2016. President of Pisces, Inc. from 1992 to 2016.
Mr. Fisher brings extensive financial acumen, as well as executive leadership and risk management experience. In addition, he possesses deep retail industry and consumer product expertise having managed investments in a vast array of consumer goods and services companies.
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Robert J. Fisher
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Age: 65
Director since 1990
Committee Membership: Governance & Sustainability (Chair)
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Interim President and Chief Executive Officer of Gap Inc. from January 2007 to August 2007 and November 2019 to March 2020. Chairman of the Board of Gap Inc. from 2004 to August 2007 and February 2015 to March 2020. Managing Director, Pisces, Inc. since 2010. Executive of Gap Inc. from 1992 to 1999. Various positions with Gap Inc. from 1980 to 1992. Former director of Sun Microsystems, Inc. from 1995 to 2006.
Mr. Fisher has vast retail business experience specific to Gap Inc. and its global operations, as a result of his many years serving in a variety of high-level Gap Inc. positions. His previous leadership and oversight roles at Gap Inc. provide him with a deep understanding and unique insight into our organizational and operational structure. Mr. Fisher brings strong leadership to the Board based on perspective gained from his management roles and experience as a key member of the founding family and significant shareholder.
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Tracy Gardner
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Age: 56
Director since 2015
Committee Membership: Compensation & Management Development (Chair); Governance & Sustainability
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Principal of Tracy Gardner Consultancy, since 2010. Chief Executive Officer of dELiA*s Inc., an omni-channel retail company primarily marketing to teenage girls, from 2013 to 2014. dELiA*s Inc. filed voluntary petitions for relief under Chapter 11 in December 2014. Former executive of J. Crew Group, Inc. from 2004 to 2010. Various positions with Gap Inc. from 1999 to 2004. Former director of Lands' End from 2014 to 2015.
With over 30 years of experience, Ms. Gardner is a retail industry veteran who brings deep product and operational expertise and experience as an operator, merchant, creative director and leader in growing multi-channel brands. In addition, her experience as a former senior executive within Gap Inc. and as a prior advisor to Gap brand provides Ms. Gardner with an in-depth understanding of Gap Inc.'s global business structure and operations.
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Isabella D. Goren
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Age: 59
Director since 2011
Committee Membership: Audit & Finance
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Chief Financial Officer of AMR Corporation and American Airlines, Inc. from 2010 to 2013. AMR Corporation and American Airlines, Inc. successfully completed a reorganization under Chapter 11 in 2013, for which a voluntary petition was filed in 2011. Senior Vice President of Customer Relationship Marketing of American Airlines from 2006 to 2010. Various positions with AMR Corporation and American Airlines, Inc. from 1986 to 2006, including President of AMR Services, previously a subsidiary of AMR, from 1996 to 1998. Director of LyondellBasell Industries N.V. and MassMutual Financial Group.
Ms. Goren has broad experience in a number of key corporate functions, including finance, marketing, human resources and international operations. She brings extensive expertise in leadership of complex business functions, customer loyalty programs and online marketing, talent development, financial functions, and global operations and strategies.
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Chris O'Neill
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Age: 47
Director since 2018
Committee Membership: Compensation & Management Development
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Partner, Portag3 Ventures, the venture capital arm of Sagard Holdings, since February 2020. Chairman, President and Chief Executive Officer of Evernote Corporation, a global cloud-based technology company, from 2016 to 2018. President and Chief Executive Officer, Evernote Corporation from 2015 to 2016. Various positions with Google Inc. from 2005 to 2015, including Managing Director, Google Canada from 2010 to 2014 and Head of Global Business Operations, Google [x], from 2014 to 2015.
Mr. O’Neill's experience as a venture investor, as the Chief Executive Officer of Evernote, and his decade-long experience at Google provides him with extensive expertise in leading high-growth, innovative companies and understanding the strategic role technology plays in business.
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Mayo A. Shattuck III
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Age: 65
Director since 2002
Committee Membership: Audit & Finance (Chair); Governance & Sustainability
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Non-Executive Chairman of Exelon Corporation, an energy company, since 2013. Executive Chairman of Exelon Corporation from 2012 to 2013. Chairman, Chief Executive Officer, and President of Constellation Energy Group from 2002 to 2012. Chief Executive Officer and President of Constellation Energy Group from 2001 to 2002. Director of Capital One Financial Corporation and Alarm.com Holdings, Inc.
With his experience on the boards of directors of two other public companies, as the former chief executive officer of an investment bank and Constellation Energy Group and as non-executive Chairman of Exelon Corporation, Mr. Shattuck brings extensive expertise in risk oversight, financial literacy and reporting, corporate governance, and compliance, as well as leadership experience.
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Elizabeth A. Smith
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Age: 56
Director since 2020
Committee Membership: None
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Former Chairman and Chief Executive Officer of Bloomin' Brands, Inc., a casual dining restaurant company from 2012 to 2019 and Chairman through March 2020. Former President and Chief Executive Officer Bloomin’ Brands, Inc. from 2009 to 2012. Former executive of Avon Products, Inc. from 2005 to 2009. Various positions with Kraft Foods, Inc. from 1990 to 2004. Director of Bloomin’ Brands, Inc. and Hilton Worldwide Holdings Inc. Former director of Carter’s, Inc. from 2004 to 2008 and Staples, Inc. from 2008 to 2014.
As a former Chairman and Chief Executive Officer, Ms. Smith brings extensive global and customer-facing retail experience. She possesses deep experience in strategy, brands, marketing and sales, as well as corporate finance and financial reporting.
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Amy Bohutinsky
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Tracy Gardner
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Lexi Reese*
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Brian Goldner†
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Isabella D. Goren
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Mayo A. Shattuck III
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John J. Fisher
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Amy Miles
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Elizabeth Smith
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Robert J. Fisher
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Jorge P. Montoya
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William S. Fisher
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Chris O'Neill
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Our Corporate Governance Guidelines are available at www.gapinc.com (follow the Investors, Governance, Corporate Governance Guidelines links).
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•
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Our Corporate Governance Guidelines (available in print on request to our Corporate Secretary);
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•
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Our Code of Business Conduct (available in print on request to our Corporate Secretary);
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•
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Our Committee Charters;
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•
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Our Certificate of Incorporation;
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•
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Our Bylaws;
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•
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A method for interested parties to send direct communications to our Board of Directors (through our Chairman and Corporate Secretary) by email to board@gap.com; and
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•
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Methods for employees and others to report suspected violations of our Code of Business Conduct (“COBC”), including accounting or auditing concerns, directly to our Global Integrity team by confidential email to global_integrity@gap.com, through our COBC Hotline (866) GAP-CODE or online at speakup.gapinc.com. Callers from outside North America must dial their country’s AT&T Direct Access Code, which can be found at speakup.gapinc.com. COBC Hotline calls are answered by a live operator 24 hours a day/7 days a week by an outside company, and are free and confidential and may be made anonymously. 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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•
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Compensation policies and practices are structured similarly across business units;
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•
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The risk of declines in performance in our largest business units is well understood and managed;
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•
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Incentive compensation expense is not a significant percentage of any unit’s revenues;
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•
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For executives, a significant portion of variable pay is delivered through long-term incentives, which carry vesting schedules over multiple years;
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•
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A mix of compensation vehicles and performance measures is used;
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•
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Stock ownership requirements for executives are in place;
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•
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Significant incentive plans are capped at all levels;
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•
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Threshold levels of performance must be achieved for the bulk of variable pay opportunities; and
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•
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A clawback policy with respect to financial restatements is in place.
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Interested parties can send direct communications to our Board of Directors (through our Chairman and Corporate Secretary) by email to: board@gap.com.
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Our Code of Business Conduct is available at www.gapinc.com (follow the Investors, Corporate Compliance, Code of Business Conduct links).
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•
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Other than during the period from November 2019 to March 2020 when Mr. Robert Fisher served as interim CEO, we have separated the positions of CEO and Chairman of the Board. We believe this provides the most appropriate leadership structure at this time. Our CEO is responsible for day-to-day leadership and for setting the strategic direction of the Company, while the Chairman of the Board presides over Board meetings, including non-management and independent director sessions, and shareholder meetings.
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•
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Our Corporate Governance Guidelines provide that at least two-thirds of our directors should be independent. Currently, all of our directors other than Mr. Martin and Ms. Syngal are independent.
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•
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Our Corporate Governance Guidelines provide that in the event that the Chairman of the Board is not an independent director and the Board determines it is appropriate, the independent directors shall designate, from time to time, an independent director to lead the executive sessions of the independent directors.
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•
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At each regularly scheduled Board meeting, all non-management directors are typically scheduled to meet in an executive session without the presence of any management directors.
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•
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At least annually, the independent directors meet in executive session.
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•
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The charters for each of our standing committees of the Board described below (Governance and Sustainability, Audit and Finance, and Compensation and Management Development) require that all of the members of those committees be independent.
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The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Governance and Sustainability Committee Charter links).
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A copy of the full text of the Bylaw provisions relating to our advance notice procedure may be obtained at www.gapinc.com (follow the Investors, Governance links) or by any shareholder on request by writing to our Corporate Secretary at the above address.
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For more information regarding our commitment to sustainability, please see our website and most recent Sustainability Report available at www.gapinc.com (follow the Sustainability link).
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The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Audit and Finance Committee Charter links).
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The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Compensation and Management Development Committee Charter links).
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Name
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Audit &
Finance
|
Compensation &
Management
Development
|
Governance &
Sustainability
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Amy Bohutinsky
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●
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John J. Fisher
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Robert J. Fisher(1)
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Chair
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William S. Fisher
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Tracy Gardner(2)
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Chair
|
●
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Isabella D. Goren
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●
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Amy Miles
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Bob L. Martin(3)
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Jorge P. Montoya
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●
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Chris O'Neill
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●
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Lexi Reese (not standing for reelection)
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●
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Mayo A. Shattuck III
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Chair
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●
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Elizabeth Smith
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Sonia Syngal
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Number of Meetings
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8
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10
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13
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(1)
|
Mr. Fisher stepped down from his position as a member and Chair of the Governance & Sustainability Committee while serving as Interim President and CEO of the Company from November 2019 to March 2020.
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(2)
|
Ms. Gardner was appointed to the Governance & Sustainability Committee in November 2019. Ms. Gardner served on the Audit & Finance Committee until March 2020. Also in March 2020, Ms. Gardner was appointed to the Compensation & Management Development Committee and to serve as its Chair.
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(3)
|
Mr. Martin was appointed as the Chair of the Governance & Sustainability Committee in November 2019. Mr. Martin served as the Chair of both the Compensation & Management Development Committee and the Governance & Sustainability Committee until he stepped down from each committee in March 2020 in connection with his service as an advisor to our new CEO, a non-executive employee role.
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2019
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2020
|
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||
Annual Retainer
|
$
|
80,000
|
|
$
|
80,000
|
|
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
|
8,000
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|
10,000
|
|
||
Additional Annual Retainer for Committee Chairs
|
|
|
||||
Audit and Finance Committee
|
20,000
|
|
25,000
|
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||
Compensation and Management Development Committee
|
20,000
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20,000
|
|
||
Governance and Sustainability Committee
|
15,000
|
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15,000
|
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||
Additional Annual Retainer for Chairman of the Board(2)
|
200,000
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200,000
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Additional Annual Retainer for Lead Independent Director(3)
|
40,000
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40,000
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(1)
|
Non-employee directors who reside primarily outside of North America receive an additional fee of $2,000 for each trip to the United States for Board and/or committee meetings.
|
(2)
|
Applicable to Mr. Fisher's service during fiscal years 2019 and 2020 when he served as Chairman of the Board (Mr. Fisher did not receive any additional compensation for his service as Interim President and CEO from November 2019 to March 2020). Mr. Martin receives compensation for his role as Chairman of the Board and as an advisor to our CEO as set forth below.
|
(3)
|
Applicable to Mr. Martin's service from November 2019 to March 2020 when he served as Lead Independent Director.
|
•
|
Each new non-employee director automatically receives stock units with an initial value of $160,000 based on the then-current fair market value of the Company’s common stock; and
|
•
|
Each continuing non-employee director automatically receives, on an annual basis, stock units with an initial value of $160,000 at the then-current fair market value of the Company’s common stock; provided that newly-appointed non-employee directors who were appointed after the Company’s last annual shareholders’ meeting will receive their first annual stock unit grant on a prorated basis based on the number of days that the director has served between his or her appointment and the date of the first annual stock unit grant.
|
Name(1)
|
Fees
Earned or Paid in Cash ($) |
|
Stock
Awards ($)(2) |
|
Option
Awards ($)(3) |
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
|
All Other
Compensation ($)(4) |
|
Total
($) |
|
Amy Bohutinsky
|
92,000
|
|
105,628
|
|
—
|
|
—
|
|
1,570
|
|
199,198
|
|
John J. Fisher
|
80,000
|
|
105,628
|
|
—
|
|
—
|
|
—
|
|
185,628
|
|
William S. Fisher
|
80,000
|
|
159,987
|
|
—
|
|
—
|
|
15,000
|
|
254,987
|
|
Tracy Gardner
|
96,000
|
|
159,987
|
|
—
|
|
—
|
|
—
|
|
255,987
|
|
Brian Goldner(5)
|
46,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
46,000
|
|
Isabella D. Goren
|
96,000
|
|
159,987
|
|
—
|
|
—
|
|
10,000
|
|
265,987
|
|
Bob L. Martin
|
133,750
|
|
159,987
|
|
—
|
|
—
|
|
12,500
|
|
306,237
|
|
Jorge P. Montoya
|
103,000
|
|
159,987
|
|
—
|
|
—
|
|
10,870
|
|
273,857
|
|
Chris O’Neill
|
92,000
|
|
159,987
|
|
—
|
|
—
|
|
880
|
|
252,867
|
|
Lexi Reese
|
89,000
|
|
105,628
|
|
—
|
|
—
|
|
2,500
|
|
197,128
|
|
Mayo A. Shattuck III
|
124,000
|
|
159,987
|
|
—
|
|
—
|
|
15,000
|
|
298,987
|
|
(1)
|
Under applicable SEC rules, we have omitted Messrs. Robert Fisher and Peck, who each served as directors in fiscal 2019. Mr. Robert Fisher was compensated as our Chairman and a non-employee director, but did not receive any additional compensation for services provided as our Interim President and CEO. However, pursuant to SEC requirements, Mr. Fisher’s compensation for his services as a director is reported in the 2019 Summary Compensation Table and related executive compensation tables. Mr. Peck was compensated as our CEO and received no additional compensation as a director. Mr. Peck’s compensation is reported in the 2019 Summary Compensation Table and related executive compensation tables.
|
(2)
|
This column reflects the aggregate grant date fair value for stock unit awards during fiscal 2019, computed in accordance with FASB ASC 718. All stock awards reported in this column were granted in fiscal 2019. The following directors had outstanding stock unit awards as of fiscal 2019 year-end: Ms. Bohutinsky (11,745), Mr. John J. Fisher (11,745), Mr. William Fisher (21,118), Ms. Gardner (21,118), Ms. Goren (21,118), Mr. Martin (21,118), Mr. Montoya (21,118), Mr. O’Neill (15,863), Ms. Reese (11,745), and Mr. Shattuck (29,040). For the period during which the payment of these awards is deferred (see "Equity Compensation", above), they will earn dividend equivalents which are reinvested in additional units annually. Mr. Goldner did not have any outstanding stock unit awards as of fiscal 2019 year-end. Please refer to Note 10, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 17, 2020 for the relevant assumptions used to determine the valuation of our stock awards.
|
(3)
|
No stock options were granted to our directors in fiscal 2019. None of our non-employee directors had outstanding option awards as of fiscal 2019 year-end.
|
(4)
|
Amounts in this column primarily consist of Company matching contributions under the Company’s Gift Match Program (see “Expense Reimbursement and Other Benefits,” above).
|
(5)
|
Mr. Goldner did not stand for reelection on May 21, 2019.
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
|
Fees (see notes below)
|
Fiscal Year
2019 |
|
|
Fiscal Year
2018 |
|
||
Audit Fees
|
$
|
5,212,200
|
|
|
$
|
5,185,400
|
|
Audit-Related Fees
|
2,065,003
|
|
|
208,521
|
|
||
Tax Fees
|
525,900
|
|
|
941,700
|
|
||
All Other Fees
|
577,042
|
|
|
86,895
|
|
||
Total
|
$
|
8,380,145
|
|
|
$
|
6,422,516
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE, ON AN ADVISORY BASIS, THE OVERALL COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS BY VOTING “FOR” THIS RESOLUTION.
|
Executive Summary
|
page 24
|
Compensation Objectives
|
page 29
|
Elements of Compensation
|
page 29
|
Other Compensation Actions
|
page 36
|
Compensation Analysis Framework
|
page 38
|
•
|
In February 2019, we announced a plan to separate the Company into two independently publicly-traded companies.
|
•
|
Also in February 2019, we announced a plan to restructure our fleet of specialty stores and revitalize the Gap brand, including closing about 230 specialty stores during fiscal 2019 and fiscal 2020.
|
•
|
In March 2019, we acquired select assets of Gymboree Group, Inc. related to Janie and Jack, a premium children's clothing brand, through a bankruptcy auction, and welcomed Janie and Jack into our portfolio of brands.
|
•
|
In November 2019, our CEO, Mr. Peck, was terminated and Robert J. Fisher, the Company's then chairman of the board of directors, began serving as the Company's President and CEO on an interim basis. Mr. Fisher did not receive any additional compensation for services provided as our Interim President and CEO. Our Chief Financial Officer, our Global General Counsel and our President and CEO, Banana Republic, each took on additional responsibilities, resulting in a streamlined leadership structure.
|
•
|
In January 2020, we canceled our plan to separate into two independently publicly-traded companies, and Neil Fiske, President and CEO, Gap brand departed the Company.
|
•
|
In March 2020, Sonia Syngal, the President and CEO of Old Navy, became the Company’s President and CEO and Katrina O’Connell became the Company’s CFO. Mr. Fisher continues his role as a director of the Company and Teri List-Stoll, the Company's CFO until March 2020, will be departing the Company after a transition period.
|
•
|
In 2020, we are facing a period of uncertainty regarding the potential impact of coronavirus disease (COVID-19) on both our projected customer demand and supply chain. At this time, many of our Company-owned and franchise stores globally have been temporarily closed or are operating with reduced store hours due to COVID-19 mitigation efforts. We expect material impacts from the evolving COVID-19 pandemic, including further spread in other regions, meaningful deterioration from current trends, and potential disruption from any supply chain impacts.
|
•
|
During this challenging economic environment we are focused on strengthening our financial liquidity and flexibility, while leveraging the extensive experience of the leadership team to manage through the disruption brought on by COVID-19 and continuing to build towards the future. These actions align with our longer-term strategic objectives to support the growth of Old Navy and Athleta by strengthening our omni and data capabilities, as well as improving profitability by optimizing our inventory management and operating efficiency.
|
•
|
During 2019, financial performance was below expectations. Net sales declined 1%, as growth from the addition of Janie and Jack, 2% net sales growth at Old Navy Global, and 11% net sales growth at Athleta were offset by declines in Gap Global, largely due to specialty fleet restructuring actions. Operating income also declined, largely driven by gross margin declines at Old Navy and due to separation-related costs, flagship impairment charges, and specialty fleet restructuring costs, partially offset by a gain on the sale of a building.
|
•
|
While we executed against significant strategic and operational initiatives in 2019, given the timing of these initiatives, the impact on our 2019 financial performance was limited. In 2019, financial performance did not meet our expectations and our stock price declined significantly. These results had a direct impact on the compensation of our Executives in 2019: there were no bonus payouts for any of our Executives; our LGP awards with a 2017-2019 performance period paid out at a reduced level; and the maximum shares that can be earned under our 2019 LGP awards cannot exceed 67% of target, even if target achievement is met in future periods (a detailed description of this performance-based equity is further described in “Elements of Compensation—Long-Term Incentives”). In addition, our CEO, Mr. Peck, was terminated without cause in November 2019, which resulted in the cancellation of all shares under his June 2018 grant. We conducted significant extensive shareholder outreach following the disappointing results of last year’s Say-on-Pay vote and made adjustments to our 2020 executive compensation as a result of feedback we received from shareholders, which is further described below in “Listening to our Shareholders”.
|
|
|
|
|
|
|
|
|
|
Robert Fisher,
Interim President & Chief Executive Officer, Gap Inc. |
|
Teri List-Stoll,
Executive Vice President & Chief Financial Officer, Gap Inc.
|
|
Mark Breitbard,
President & Chief Executive Officer, Banana Republic
|
|
Julie Gruber,
Executive Vice President, Global General Counsel & Chief Compliance Officer, Gap Inc. |
|
Sonia Syngal,
President & Chief Executive Officer, Old Navy |
What We Heard
|
|
Changes Made in Response
|
|
One-Time Time-Based Restricted Stock Unit Grant
Ø Concerns with the one-time time-based restricted stock units granted to Mr. Peck. In June 2018, as the Company was in a critical phase within its transformation, the Committee, in consultation with the Board of Directors, determined it was crucial to retain Mr. Peck as well as increase his ownership stake in the Company to create further alignment with shareholder interests. In light of this, we granted restricted stock units to Mr. Peck covering 345,303 shares. The stock units would have cliff vested 100% after 3 years and he must have held the net shares issued upon vesting for an additional year.
|
|
ü
|
For fiscal 2020, the Company has made long-term incentive design changes, moving to a value-based approach with a set equity mix, ensuring that a majority of long-term incentives granted to all Executives will be performance-based. We also note that all of Mr. Peck’s 345,303 shares under his June 2018 grant were forfeited in connection with his termination.
|
|
|
|
|
|
|
|
|
Performance Metrics
Ø Concerns that the performance stock and bonus plan are both predicated on annually set earnings goals.
|
|
ü
|
The current Long-Term Growth program (LGP) is based on two performance metrics: (i) average attainment of separate annual earnings goals that are established each year over three years, measured at the division level for those with division responsibilities and the corporate level for those with Company- wide responsibilities, and (ii) attainment of a three-year cumulative Company earnings goal set at the beginning of the same three-year period. For fiscal 2020, performance stock awards to Executives are expected to be based on: (i) attainment of a multi-year cumulative earnings goal, measured at the company level, and (ii) a multi-year relative total shareholder return modifier. Accordingly, the stock awards will no longer be based on annual earnings goals.
|
15%
|
84%
|
|
1
|
%
|
|
Salary
|
Long-Term Incentives
|
All Other Compensation
|
|
||
|
|
|
|
What we do
|
|
|
What we don’t do
|
ü
|
Pay for Performance
We tie pay to performance. Our ongoing compensation programs are heavily weighted toward performance with limited perquisites.
|
|
û
|
No Long-Term Employment Agreements with Guarantees
We do not have employment contracts of defined length with our Executives or multi-year guarantees for base salary increases, bonuses or equity compensation.
|
ü
|
Tally Sheets
We review tally sheets, which are intended to summarize key elements of total compensation and potential wealth accumulation, for our Executives prior to making annual compensation decisions.
|
|
û
|
No Golden Parachute Tax Gross-Ups
None of our Executives are entitled to tax gross-up payments other than for relocation- and international assignment-related payments or services that are business-related and also generally available to other employees.
|
ü
|
Recoupment Policy
We have an incentive compensation recoupment (“clawback”) policy covering our Executives.
|
|
û
|
No Repricing or Cash-out of Underwater Options
We have not repriced or cashed-out underwater stock options nor are we able to do so without shareholder approval.
|
ü
|
Culture of Ownership
We have executive stock ownership requirements that we review on a regular basis and revise as needed.
|
|
û
|
No SERP or Executive Pension Plan
We do not have a supplemental executive retirement plan (“SERP”) or executive pension plan.
|
ü
|
No Hedging
We prohibit Executives from engaging in any hedging or publicly-traded derivative transactions in Company stock.
|
|
û
|
No Change in Control Severance Arrangements or Single Trigger
We do not have severance arrangements specific to a change in control or that provide for single trigger vesting.
|
ü
|
No Pledging
We prohibit Executives from pledging Company stock as collateral for a loan or for any other purpose.
|
|
û
|
No Material Compensation Risk
We do not have incentive compensation arrangements for Executives that create potential material risk for the Company, based on a risk assessment conducted by the Company.
|
ü
|
Independent Compensation Consultant
The Committee uses an independent compensation consulting firm, Frederic W. Cook & Co., Inc. The firm does not provide any other services to the Company.
|
|
û
|
No Dividends on Unearned Performance Awards We do not pay dividends on unearned performance awards.
|
ü
|
Maximum Award Amounts
The Committee establishes caps on incentive payouts with an appropriate balance between long-term and short-term objectives.
|
|
|
|
•
Support a performance-oriented culture;
•
Support our business strategy by motivating and rewarding achievement of short and long-term objectives, as well as individual contributions;
•
Attract and retain executive talent;
•
Link executive rewards to shareholder returns; and
•
Promote a culture of executive stock ownership.
|
•
|
Base salary;
|
•
|
Annual cash incentive bonus;
|
•
|
Long-term incentives; and
|
•
|
Benefits and limited perquisites.
|
Name
|
Base Salary
on 2/2/2019 |
|
|
Base Salary
on 2/1/2020 |
|
Comments
|
||
Robert Fisher
|
N/A
|
|
|
$
|
—
|
|
Following Mr. Peck’s termination, Mr. Fisher stepped in to serve as Interim President & CEO, but did not receive compensation for this interim role. Mr. Fisher’s compensation as Chairman of the Board is further described in "Proposal No. 1 — Election of Directors—Compensation of Directors".
|
|
Teri List-Stoll
|
$
|
925,000
|
|
|
$
|
925,000
|
|
Following Mr. Peck’s termination Ms. List-Stoll continued to lead Finance, IT and Real Estate and assumed interim leadership for the Separation Project Management Office and Global Supply Chain, while we conducted a search for the successor of Mr. Peck. During the duration of this interim assignment, given her broadened scope of responsibility, Ms. List-Stoll received a salary supplement of $20,000 per month starting in November 2019, which is paid quarterly starting February 2020 and is further described below in "Other Compensation Actions".
|
Mark Breitbard
|
$
|
950,000
|
|
|
$
|
950,000
|
|
Following Mr. Peck’s termination, Mr. Breitbard assumed interim leadership for all brands, excluding Old Navy, and the customer teams, while we conducted a search for the successor to Mr. Peck. During the duration of this interim assignment, given his broadened scope of responsibility, Mr. Breitbard received a salary supplement of $25,000 per month starting in November 2019, which is paid quarterly starting February 2020 and is further described below in "Other Compensation Actions".
|
Julie Gruber
|
$
|
680,000
|
|
|
$
|
700,000
|
|
Salary was increased in November 2019 in light of expanded responsibilities and to improve competitiveness. Following Mr. Peck’s termination, Ms. Gruber continued to lead Legal, Compliance, Government Affairs and Corporate Administration and assumed interim leadership for Human Resources, Communications, Loss Prevention, Foundation and Sustainability, while we conducted a search for the successor of Mr. Peck. During the duration of this interim assignment, given her broadened scope of responsibility, Ms. Gruber received a salary supplement of $20,000 per month starting in November 2019, which is paid quarterly starting February 2020 and is further described below in "Other Compensation Actions".
|
Sonia Syngal
|
$
|
1,100,000
|
|
|
$
|
1,100,000
|
|
|
Former Executives
|
|
|
|
|||||
Art Peck
|
$
|
1,550,000
|
|
|
N/A
|
|
Mr. Peck was terminated in November 2019 and did not receive a pay increase during fiscal 2019.
|
|
Neil Fiske
|
$
|
950,000
|
|
|
N/A
|
|
Mr. Fiske was terminated in January 2020 and did not receive a pay increase during fiscal 2019.
|
1.
|
Financial Performance Component. 70% of the total opportunity was based on the financial performance of the Company or a division of the Company; of this, 100% was based on earnings, given the importance of accountability for operating results, except for the Old Navy division, for which 75% was based on earnings and 25% on net sales, to drive top-line focus.
|
2.
|
Performance Culture/Corporate Objectives Component. 30% of the total opportunity was based on demonstration of performance behaviors and achievement of corporate objectives. Gap Inc. earnings threshold must be met in order for this component to fund.
|
Name
|
Target Percentage of
Base Salary |
|
|
Potential Payout Range as a
Percentage of Target |
Teri List-Stoll
|
100
|
%
|
|
0 – 200%
|
Mark Breitbard
|
125
|
%
|
|
0 – 200%
|
Julie Gruber
|
80
|
%
|
|
0 – 200%
|
Sonia Syngal
|
125
|
%
|
|
0 – 200%
|
Former Executives
|
|
|
|
|
Art Peck
|
175
|
%
|
|
0 – 200%
|
Neil Fiske
|
125
|
%
|
|
0 – 200%
|
Name
|
Company /
Division |
|
2019 Earnings / Net Sales Goals as a
Percentage of Fiscal 2018 Actual Earnings / Net Sales |
|
Actual Fiscal 2019
Percentage Achieved After Adjustments |
||||||||||
|
Threshold
|
|
|
Target
|
|
Maximum
|
|
|
Earnings
|
|
|
Net Sales
|
|
||
Teri List-Stoll
|
Gap Inc.
|
|
85.5
|
%
|
|
101.4%
|
|
104.9
|
%
|
|
78.4
|
%
|
|
N/A
|
|
Mark Breitbard
|
Banana Republic
|
|
87
|
%
|
|
102.4%
|
|
106.5
|
%
|
|
77.8
|
%
|
|
N/A
|
|
Julie Gruber
|
Gap Inc.
|
|
85.5
|
%
|
|
101.4%
|
|
104.9
|
%
|
|
78.4
|
%
|
|
N/A
|
|
Sonia Syngal
|
Old Navy
|
|
84.7% / 105.3%
|
|
|
99.7% / 107.3%
|
|
102.7% / 109.3%
|
|
|
81.0
|
%
|
|
102.0
|
%
|
(1)
|
Gap Inc. and Banana Republic’s financial component is comprised of 100% earnings and Old Navy’s financial component is comprised of 75% earnings and 25% revenue.
|
Name
|
Base
Salary(1) |
|
x
|
Target
Percentage of Base Salary |
|
x
|
(
|
Actual
Percentage Achieved: Financial Performance Component |
|
x
|
Weight
|
|
+
|
Actual
Percentage Achieved: Performance Culture/Business Objectives Component |
|
x
|
Weight |
|
)
|
=
|
Funded
Bonus |
|
+
|
Individual Adjustment
|
|
=
|
Actual
Bonus |
|
||||
Teri List-Stoll
|
$
|
925,000
|
|
x
|
100
|
%
|
x
|
(
|
—
|
%
|
x
|
70
|
%
|
+
|
—
|
%
|
x
|
30
|
%
|
)
|
=
|
$
|
—
|
|
+
|
$
|
—
|
|
=
|
$
|
—
|
|
Mark Breitbard
|
$
|
950,000
|
|
x
|
125
|
%
|
x
|
(
|
—
|
%
|
x
|
70
|
%
|
+
|
—
|
%
|
x
|
30
|
%
|
)
|
=
|
$
|
—
|
|
+
|
$
|
—
|
|
=
|
$
|
—
|
|
Julie Gruber
|
$
|
684,944
|
|
x
|
80
|
%
|
x
|
(
|
—
|
%
|
x
|
70
|
%
|
+
|
—
|
%
|
x
|
30
|
%
|
)
|
=
|
$
|
—
|
|
+
|
$
|
—
|
|
=
|
$
|
—
|
|
Sonia Syngal
|
$
|
1,100,000
|
|
x
|
125
|
%
|
x
|
(
|
—
|
%
|
x
|
70
|
%
|
+
|
—
|
%
|
x
|
30
|
%
|
)
|
=
|
$
|
—
|
|
+
|
$
|
—
|
|
=
|
$
|
—
|
|
(1)
|
Base salaries are prorated based on any changes during the fiscal year.
|
•
|
Each Executive was eligible to receive an annual performance share award. Performance shares give the Executive the right to receive a number of shares of our stock based on achievement against performance goals during a specified three-year performance period, subject to certain service requirements. Actual shares paid out, if any, will vary based on achievement of the performance goals.
|
•
|
The number of actual shares that an Executive may earn after the end of three years is based on two performance metrics: (i) average attainment of separate annual earnings goals that are established each year over three years, measured at the division level for those with division responsibilities and the corporate level for those with Company-wide responsibilities, and (ii) attainment of a three-year cumulative Company earnings 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 earnings attainment is 0% to 250%. The award is modified up or down by up to 20% (for a maximum opportunity of 300% of target) based on the level of attainment of the cumulative Company earnings goal.
|
•
|
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.
|
Name
|
Fiscal 2019 Award Potential Payout
|
|||||
Target
Percentage of Base Salary |
|
|
Target
Number of Performance Shares |
|
Potential Payout
Range as Percentage of Target Shares |
|
Teri List-Stoll
|
180
|
%
|
|
65,140
|
|
0 – 300%
|
Mark Breitbard
|
275
|
%
|
|
102,210
|
|
0 – 300%
|
Julie Gruber
|
120
|
%
|
|
31,924
|
|
0 – 300%
|
Sonia Syngal
|
275
|
%
|
|
118,348
|
|
0 – 300%
|
Former Executives
|
|
|
|
|
|
|
Art Peck
|
550
|
%
|
|
333,528
|
|
0 – 300%
|
Neil Fiske
|
275
|
%
|
|
102,210
|
|
0 – 300%
|
Name
|
Fiscal 2017 Award Achievement
|
||||||||||||||||||||||
Target
Shares |
|
|
Year 1, Year 2, & Year 3
(2017-2019) Actual Percentage Achieved |
|
|
Three
Year Average |
|
|
Actual
Cumulative Company Earnings Goal Modifier |
|
|
Actual
Percentage Achieved(1) |
|
|
Actual
Shares(1) |
|
|||||||
Teri List-Stoll
|
66,907
|
|
|
188
|
%
|
|
—
|
%
|
|
0
|
%
|
|
63
|
%
|
|
-20
|
%
|
|
50
|
%
|
|
33,472
|
|
Mark Breitbard
|
83,759
|
|
|
—
|
%
|
|
97
|
%
|
|
0
|
%
|
|
32
|
%
|
|
-20
|
%
|
|
26
|
%
|
|
21,724
|
|
Julie Gruber
|
30,586
|
|
|
188
|
%
|
|
—
|
%
|
|
0
|
%
|
|
63
|
%
|
|
-20
|
%
|
|
50
|
%
|
|
15,301
|
|
Sonia Syngal
|
110,981
|
|
|
240
|
%
|
|
—
|
%
|
|
0
|
%
|
|
80
|
%
|
|
-20
|
%
|
|
64
|
%
|
|
71,141
|
|
(1)
|
"Actual percentage achieved" is rounded for presentation and is the three-year average, decreased by the cumulative Company earnings goal modifier. "Actual shares" is the product of the target shares and the actual percentage achieved.
|
Name
|
Fiscal 2018 Award
Achievement |
|
Fiscal 2019 Award
Achievement |
|||||||||||
Target
Shares |
|
|
Year 1
(2018) Actual Percentage Achieved |
|
|
Year 2
(2019) Actual Percentage Achieved |
|
|
Target
Shares |
|
|
Year 1
(2019) Actual Percentage Achieved |
|
|
Teri List-Stoll
|
51,659
|
|
|
0
|
%
|
|
0
|
%
|
|
65,140
|
|
|
0
|
%
|
Mark Breitbard
|
81,058
|
|
|
0
|
%
|
|
0
|
%
|
|
102,210
|
|
|
0
|
%
|
Julie Gruber
|
25,318
|
|
|
0
|
%
|
|
0
|
%
|
|
31,924
|
|
|
0
|
%
|
Sonia Syngal
|
93,856
|
|
|
0
|
%
|
|
0
|
%
|
|
118,348
|
|
|
0
|
%
|
|
Requirements
(shares) |
|
President & CEO, Gap Inc.
|
300,000
|
|
Brand President & CEO
|
75,000
|
|
Corporate Executive Vice President
|
40,000
|
|
Colgate-Palmolive Company
|
General Mills, Inc.
|
Qurate Retail Group, Inc.
|
Coty Inc.
|
Kimberly-Clark
|
The Estee Lauder Companies, Inc.
|
Discovery, Inc.
|
Marriott International Inc.
|
The Kraft Heinz Company
|
Dr. Pepper Snapple Group, Inc.
|
Mondelez International, Inc.
|
Whirlpool Corporation
|
Expedia Group, Inc.
|
Newell Brands, Inc.
|
|
•
|
Business and talent strategies;
|
•
|
The nature of each Executive’s role;
|
•
|
Individual performance (based on specific financial and operating objectives for each Executive, as well as 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 each compensation element to each other and in total; and
|
•
|
Retention risk.
|
Name and
Principal Position in 2019(1) |
Fiscal
Year |
Salary
($)(2) |
|
Bonus
($)(3) |
|
Stock
Awards ($)(4)(5) |
|
Option
Awards ($)(5)(6) |
|
Non-Equity
Incentive Plan Compensation ($)(7) |
|
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(8) |
|
All Other
Compensation ($)(9) |
|
Total
($) |
|
Robert Fisher
Interim President and CEO, Gap Inc. |
2019
|
297,250
|
|
—
|
|
159,987
|
|
—
|
|
—
|
|
—
|
|
15,000
|
|
472,237
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teri List-Stoll
EVP and CFO, Gap Inc. |
2019
|
985,000
|
|
—
|
|
922,337
|
|
637,153
|
|
—
|
|
—
|
|
68,490
|
|
2,612,980
|
|
2018
|
918,269
|
|
200,000
|
|
4,619,311
|
|
1,095,318
|
|
192,932
|
|
—
|
|
472,764
|
|
7,498,594
|
|
|
2017
|
891,827
|
|
200,000
|
|
647,204
|
|
—
|
|
1,476,896
|
|
—
|
|
329,997
|
|
3,545,924
|
|
|
Mark Breitbard
President and CEO, Banana Republic |
2019
|
1,025,000
|
|
500,000
|
|
1,775,905
|
|
1,583,042
|
|
—
|
|
—
|
|
71,155
|
|
4,955,102
|
|
2018
|
950,000
|
|
500,000
|
|
1,221,947
|
|
1,408,266
|
|
655,639
|
|
—
|
|
68,688
|
|
4,804,540
|
|
|
2017
|
730,769
|
|
—
|
|
4,361,174
|
|
1,549,290
|
|
669,769
|
|
—
|
|
29,178
|
|
7,340,180
|
|
|
Julie Gruber
EVP, Global General Counsel and Chief Compliance Officer, Gap Inc. |
2019
|
744,231
|
|
—
|
|
1,583,106
|
|
318,577
|
|
—
|
|
—
|
|
57,348
|
|
2,703,262
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sonia Syngal
President and CEO, Old Navy |
2019
|
1,100,000
|
|
—
|
|
2,036,465
|
|
1,556,932
|
|
—
|
|
—
|
|
72,565
|
|
4,765,962
|
|
2018
|
1,079,808
|
|
—
|
|
1,931,049
|
|
1,408,266
|
|
65,909
|
|
—
|
|
68,708
|
|
4,553,740
|
|
|
2017
|
958,173
|
|
—
|
|
1,779,318
|
|
1,091,820
|
|
2,175,093
|
|
—
|
|
76,032
|
|
6,080,436
|
|
|
Art Peck
Former President and CEO, Gap Inc. |
2019
|
1,365,192
|
|
|
|
4,609,096
|
|
2,896,150
|
|
—
|
|
—
|
|
52,147
|
|
8,922,585
|
|
2018
|
1,526,442
|
|
—
|
|
15,135,207
|
|
3,911,850
|
|
—
|
|
—
|
|
220,440
|
|
20,793,939
|
|
|
2017
|
1,396,058
|
|
—
|
|
6,762,235
|
|
3,275,460
|
|
4,045,859
|
|
—
|
|
107,574
|
|
15,587,186
|
|
|
Neil Fiske
Former President and CEO, Gap |
2019
|
913,462
|
|
400,000
|
|
786,382
|
|
1,042,614
|
|
—
|
|
|
|
365,748
|
|
3,508,206
|
|
2018
|
595,577
|
|
—
|
|
4,443,018
|
|
1,952,675
|
|
743,819
|
|
—
|
|
289,856
|
|
8,024,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
In November 2019, Mr. Fisher became our Interim President and CEO and Mr. Peck departed the Company. Ms. List-Stoll became our CFO in January 2017. Mr. Breitbard became an executive officer of the Company in May 2017. Mr. Fiske became an executive officer of the Company in June 2018 and departed the Company in January 2020. Robert Fisher was compensated as our Chairman and as a non-employee director, but did not receive any additional compensation for services provided as our Interim President and CEO.
|
(2)
|
The amounts in this column for Mr. Peck and Ms. List-Stoll in 2017 and 2018 reflect the prorated payment of their salaries based on changes during the year. Base salary changes in fiscal 2019 are further described in "Compensation Discussion and Analysis—Elements of Compensation—Base Salary". The amounts in the column for Mr. Fisher reflect his director fees. The amounts in the column for Mr. Breitbard, Ms. Gruber and Ms. List-Stoll include their supplemental salary as further described in "Compensation Discussion and Analysis—Elements of Compensation—Base Salary".
|
(3)
|
The amounts in this column for Ms. List-Stoll, Mr. Breitbard and Mr. Fiske reflect the earned portion of a sign-on bonus with repayment provisions that they received when they each joined the Company in January 2017, May 2017 and June 2018, respectively.
|
(4)
|
This column reflects the aggregate grant date fair value for awards of stock during fiscal 2019, 2018 and 2017, computed in accordance with FASB ASC 718. These amounts reflect the grant date fair value, and do not necessarily represent the actual value that may be realized by the named executive officers. For 2017, this column includes (a) the grant date fair value of the target number of shares that may be earned under the Company’s Long-Term Growth Program (LGP) with respect to year 3 of a three-year performance period beginning with
|
|
LGP 3
(FY 2017 Grant) Year 3 Target Shares Grant Date Fair Value ($) |
|
LGP 4
(FY 2018 Grant) Year 2 Target Shares Grant Date Fair Value ($) |
|
LGP 5
(FY 2019 Grant) Year 1 Target Shares Grant Date Fair Value ($) |
|
Grant Date Fair
Value of Non-LGP Stock Awards ($) |
|
Total Reported
in Stock Awards Column (Rounded to the nearest dollar) ($) |
|
Teri List-Stoll
|
356,386
|
|
259,146
|
|
306,805
|
|
—
|
|
922,337
|
|
Mark Breitbard
|
446,146
|
|
406,636
|
|
481,409
|
|
441,714
|
|
1,775,905
|
|
Julie Gruber
|
162,916
|
|
127,007
|
|
150,357
|
|
1,142,826
|
|
1,583,106
|
|
Sonia Syngal
|
591,148
|
|
470,839
|
|
557,414
|
|
417,064
|
|
2,036,465
|
|
Art Peck
|
1,711,250
|
|
1,326,929
|
|
1,570,917
|
|
—
|
|
4,609,096
|
|
Neil Fiske
|
N/A
|
|
304,973
|
|
481,409
|
|
—
|
|
786,382
|
|
(5)
|
Please refer to Note 11, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 17, 2020 for the relevant assumptions used to determine the compensation cost of our stock and option awards. Please refer to the 2019 Grants of Plan-Based Awards table in this Proxy Statement and the Grants of Plan-Based Awards tables in our 2019 and 2018 Proxy Statements for information on awards actually granted in fiscal 2017 and 2016.
|
(6)
|
This column reflects the aggregate grant date fair value for awards of stock options during fiscal 2019, 2018 and 2017, computed in accordance with FASB ASC 718. These amounts reflect the grant date fair value, and do not necessarily represent the actual value that may be realized by the named executive officers.
|
(7)
|
The amounts in this column reflect the non-equity amounts earned by the named executive officers under the Company’s annual incentive bonus plan.
|
(8)
|
No above-market or preferential interest rate options are available under our deferred compensation programs. Please refer to the 2019 Nonqualified Deferred Compensation table for additional information on deferred compensation earnings.
|
(9)
|
The amounts shown in the All Other Compensation column are detailed in the following table.
|
Name
|
Fiscal
Year |
Personal
Use of Airplane ($)(a) |
|
Financial
Counseling ($)(b) |
|
Tax
Payments ($)(c) |
|
Deferred
Compensation Plan Match ($)(d) |
|
401 (k)
Plan Match ($)(e) |
|
Disability
Plan ($)(f) |
|
Life
Insurance ($)(g) |
|
Relocation
($)(h) |
|
Gift
Matching ($)(i) |
|
Other
($)(j) |
|
Total
($) |
|
Robert Fisher
|
2019
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
15,000
|
|
—
|
|
15,000
|
|
Teri List-Stoll
|
2019
|
—
|
|
15,300
|
|
—
|
|
25,800
|
|
11,228
|
|
586
|
|
576
|
|
—
|
|
15,000
|
|
—
|
|
68,490
|
|
2018
|
—
|
|
15,300
|
|
37,805
|
|
25,500
|
|
11,587
|
|
415
|
|
576
|
|
366,581
|
|
15,000
|
|
—
|
|
472,764
|
|
|
2017
|
—
|
|
12,892
|
|
87,616
|
|
22,402
|
|
12,888
|
|
415
|
|
576
|
|
178,208
|
|
15,000
|
|
—
|
|
329,997
|
|
|
Mark Breitbard
|
2019
|
—
|
|
16,964
|
|
—
|
|
26,800
|
|
11,229
|
|
586
|
|
576
|
|
—
|
|
15,000
|
|
—
|
|
71,155
|
|
2018
|
—
|
|
14,526
|
|
—
|
|
27,000
|
|
11,171
|
|
415
|
|
576
|
|
—
|
|
15,000
|
|
—
|
|
68,688
|
|
|
2017
|
—
|
|
—
|
|
—
|
|
—
|
|
13,435
|
|
311
|
|
432
|
|
—
|
|
15,000
|
|
—
|
|
29,178
|
|
|
Julie Gruber
|
2019
|
—
|
|
15,300
|
|
—
|
|
16,077
|
|
11,255
|
|
586
|
|
576
|
|
—
|
|
13,554
|
|
—
|
|
57,348
|
|
Sonia Syngal
|
2019
|
—
|
|
15,300
|
|
—
|
|
32,800
|
|
8,123
|
|
586
|
|
576
|
|
180
|
|
15,000
|
|
—
|
|
72,565
|
|
2018
|
—
|
|
15,300
|
|
—
|
|
31,500
|
|
8,420
|
|
415
|
|
576
|
|
1,847
|
|
10,650
|
|
—
|
|
68,708
|
|
|
2017
|
—
|
|
15,300
|
|
—
|
|
26,508
|
|
7,975
|
|
415
|
|
576
|
|
11,558
|
|
13,700
|
|
—
|
|
76,032
|
|
|
Art Peck
|
2019
|
29,277
|
|
15,300
|
|
|
|
—
|
|
6,622
|
|
468
|
|
480
|
|
—
|
|
—
|
|
—
|
|
52,147
|
|
2018
|
137,182
|
|
15,300
|
|
—
|
|
49,250
|
|
11,717
|
|
415
|
|
576
|
|
—
|
|
6,000
|
|
—
|
|
220,440
|
|
|
2017
|
36,734
|
|
15,300
|
|
—
|
|
43,831
|
|
10,718
|
|
415
|
|
576
|
|
—
|
|
—
|
|
—
|
|
107,574
|
|
|
Neil Fiske
|
2019
|
—
|
|
15,300
|
|
78,377
|
|
26,800
|
|
14,079
|
|
586
|
|
576
|
|
230,030
|
|
—
|
|
—
|
|
365,748
|
|
2018
|
—
|
|
9,557
|
|
116,249
|
|
—
|
|
—
|
|
242
|
|
336
|
|
163,472
|
|
—
|
|
—
|
|
289,856
|
|
(a)
|
The Compensation and Management Development Committee determined that it was appropriate to provide Mr. Peck, prior to his termination as President & CEO, use of a Company airplane for limited personal use (not to exceed $150,000 per fiscal year in incremental cost to the Company). As required by SEC rules, the amounts shown are the incremental cost to the Company of personal use of the Company airplane and are calculated based on the variable operating costs to the Company, including fuel costs, mileage, trip-related maintenance, and other miscellaneous variable costs. Since the Company airplane is primarily used for business travel, fixed costs which do not change based on usage, such as the pilot’s salary and maintenance costs unrelated to the trip, are excluded.
|
(b)
|
We provide certain executive officers access to financial counseling services, which may include tax preparation and estate planning services. We value this benefit based on the actual cost for those services.
|
(c)
|
For Ms. List-Stoll, these amounts reflect tax reimbursements in connection with her relocation to San Francisco when she joined the Company in January 2017. For Mr. Fiske, these amounts reflect tax reimbursements in connection with his relocation from California to New York when he joined the Company in June 2018.
|
(d)
|
These amounts reflect Company matching contributions under the Company’s nonqualified Deferred Compensation Plan for base salary deferrals representing the excess of the participant’s base pay over the current IRS qualified plan limit ($280,000 for calendar year 2019), which are matched at up to 4% of base pay, the same rate as is in effect under the Company’s 401(k) plan.
|
(e)
|
These amounts reflect Company matching contributions under the Company’s 401(k) Plan.
|
(f)
|
These amounts reflect premium payments for long-term disability insurance, which is available to benefits-eligible employees generally.
|
(g)
|
These amounts reflect premiums paid for life insurance provided to employees at the Director level and above.
|
(h)
|
For Ms. List-Stoll, the amounts reflect costs in connection with her relocation to San Francisco when she joined the Company in January 2017. For Mr. Fiske, the amounts reflect costs in connection with his relocation from California to New York when he joined the Company in June 2018. For Ms. Syngal, the amounts reflect costs in connection with her international assignment in 2011-2012 and subsequent repatriation, including ongoing tax preparation fees related to foreign taxes from her international assignment.
|
(i)
|
These amounts reflect Company matching contributions under the Company’s Gift Match Program, available to all employees, under which contributions to eligible nonprofit organizations are matched by the Company, up to certain annual limits. In calendar year 2019, the limit for the named executive officers was $15,000, with the exception of Mr. Peck who had an annual matching limit of $100,000 prior to his termination as President & CEO. The annual gift match eligibility limits are based on the executive’s original donation date.
|
(j)
|
Our named executive officers were also eligible to receive preferred airline status.
|
Name
|
Grant
Date |
Approval
Date |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards(1) |
|
Estimated Future Payouts
Under Equity Incentive Plan Awards(2) |
All
Other Stock Awards: Number of Shares of Stock or Units (#) |
|
All Other
Option Awards: Number of Securities Underlying Options (#) |
|
Exercise
or Base Price of Option Awards ($) |
|
Grant
Date Fair Value of Stock and Option Awards ($)(3) |
|
||||||||||
Threshold
($) |
|
Target
($) |
|
Maximum
($) |
|
|
Threshold
(#) |
|
Target
(#) |
|
Maximum
(#) |
|
|||||||||||
Robert Fisher
|
06/30/19
|
06/30/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
8,903
|
|
—
|
|
—
|
|
159,987
|
|
Teri List-
Stoll |
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
110,000
|
|
25.56
|
|
637,153
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
10,036
|
|
22,302
|
|
66,907
|
|
—
|
|
—
|
|
—
|
|
356,386
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
7,748
|
|
17,219
|
|
51,659
|
|
—
|
|
—
|
|
—
|
|
259,146
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
9,771
|
|
21,713
|
|
65,140
|
|
—
|
|
—
|
|
—
|
|
306,805
|
|
|
N/A
|
|
231,250
|
|
925,000
|
|
1,850,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Mark
Breitbard |
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
180,000
|
|
25.56
|
|
1,042,614
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
12,563
|
|
27,919
|
|
83,759
|
|
—
|
|
—
|
|
—
|
|
446,146
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
12,158
|
|
27,019
|
|
81,058
|
|
—
|
|
—
|
|
—
|
|
406,636
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
15,331
|
|
34,070
|
|
102,210
|
|
—
|
|
—
|
|
—
|
|
481,409
|
|
|
12/20/19
|
12/20/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
140,000
|
|
19.35
|
|
540,428
|
|
|
12/20/19
|
12/20/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
29,000
|
|
—
|
|
—
|
|
441,714
|
|
|
N/A
|
|
296,875
|
|
1,187,500
|
|
2,375,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Julie Gruber
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
55,000
|
|
25.56
|
|
318,577
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
30,000
|
|
—
|
|
—
|
|
696,945
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
4,587
|
|
10,195
|
|
30,586
|
|
—
|
|
—
|
|
—
|
|
162,916
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
3,797
|
|
8,439
|
|
25,318
|
|
—
|
|
—
|
|
—
|
|
127,007
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
4,788
|
|
10,641
|
|
31,924
|
|
—
|
|
—
|
|
—
|
|
150,357
|
|
|
08/13/19
|
08/13/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
28,600
|
|
—
|
|
—
|
|
445,881
|
|
|
N/A
|
|
136,989
|
|
547,956
|
|
1,095,912
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Sonia Syngal
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
180,000
|
|
25.56
|
|
1,042,614
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
16,647
|
|
36,993
|
|
110,981
|
|
—
|
|
—
|
|
—
|
|
591,148
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
14,078
|
|
31,285
|
|
93,856
|
|
—
|
|
—
|
|
—
|
|
470,839
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
17,752
|
|
39,449
|
|
118,348
|
|
—
|
|
—
|
|
—
|
|
557,414
|
|
|
11/13/19
|
11/13/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
140,000
|
|
18.41
|
|
514,318
|
|
|
11/13/19
|
11/13/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
29,000
|
|
—
|
|
—
|
|
417,064
|
|
|
N/A
|
|
687,500
|
|
2,750,000
|
|
5,500,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Art Peck
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
500,000
|
|
25.56
|
|
2,896,150
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
48,189
|
|
107,087
|
|
321,261
|
|
—
|
|
—
|
|
—
|
|
1,711,250
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
39,675
|
|
88,168
|
|
264,505
|
|
—
|
|
—
|
|
—
|
|
1,326,928
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
50,029
|
|
111,176
|
|
333,528
|
|
—
|
|
—
|
|
—
|
|
1,570,917
|
|
|
N/A
|
|
678,125
|
|
2,712,500
|
|
5,425,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Neil Fiske
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
180,000
|
|
25.56
|
|
1,042,614
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
9,118
|
|
20,264
|
|
60,793
|
|
—
|
|
—
|
|
—
|
|
304,973
|
|
|
03/18/19
|
03/18/19
|
—
|
|
—
|
|
—
|
|
|
15,331
|
|
34,070
|
|
102,210
|
|
—
|
|
—
|
|
—
|
|
481,409
|
|
|
N/A
|
|
296,875
|
|
1,187,500
|
|
2,375,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
The amounts shown in these columns reflect the estimated potential payment levels for the fiscal 2019 performance period under the Company’s annual incentive bonus plan, further described in "Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus". The potential payouts were performance-based and, therefore, were completely at risk. The potential threshold payment amount assumes 25% achievement of the performance culture/corporate objectives component and 25% achievement of the financial performance component. The potential target payment amount assumes 100% achievement of the performance culture/corporate objectives component and 100% achievement of the financial performance component. The potential maximum payment amount assumes 200% of target. The annual incentive bonus plan is further described "Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus". None of the named executive officers earned a bonus under the annual incentive bonus plan for fiscal 2019.
|
(2)
|
The amounts shown in these columns for each of the named executive officers reflect, in shares, (a) the threshold, target and maximum amounts for year 3 of a three-year performance period beginning in fiscal 2017 (“LGP 3”), (b) the threshold, target and maximum amounts
|
(3)
|
The value of a stock award or option award is based on the fair value as of the grant date of such award determined pursuant to FASB ASC 718. Please refer to Note 11, “Share-Based Compensation,” in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on March 17, 2020 for the relevant assumptions used to determine the valuation of our stock and option awards. For fiscal 2019, the grant date fair value of the Equity Incentive Plan Awards is based on the closing price of a share of our stock on the last day of fiscal 2019 less future expected dividends during the vesting period, multiplied by the target number of shares that may be earned. For year 3 of LGP 3, the grant date fair value is $15.98. For year 2 of LGP 4, the grant date fair value is $15.05. For year 1 of LGP 5, the grant date fair value is $14.13. For the total grant date fair value of awards if maximum performance conditions are achieved over the entire three-year performance period under LGP 3, LGP 4, and LGP 5, see footnote 4 to the 2019 Summary Compensation Table.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||
Name
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
|
Number of
Securities Underlying Unexercised Options (#) Unexercisable(1) |
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
|
Option
Exercise Price ($) |
|
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) |
|
Robert Fisher
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
Teri List-Stoll
|
150,000
|
|
50,000
|
|
(a)
|
—
|
|
24.15
|
|
1/17/2027
|
|
|
33,472
|
|
(a)
|
582,748
|
|
6,887
|
|
(a)
|
119,903
|
|
35,000
|
|
105,000
|
|
(b)
|
—
|
|
32.23
|
|
3/19/2028
|
|
|
25,000
|
|
(b)
|
435,250
|
|
23,884
|
|
(b)
|
415,820
|
|
|
|
—
|
|
110,000
|
|
(c)
|
—
|
|
25.56
|
|
3/18/2029
|
|
|
125,000
|
|
(c)
|
2,176,250
|
|
—
|
|
|
—
|
|
Mark
Breitbard |
150,000
|
|
150,000
|
|
(d)
|
—
|
|
25.90
|
|
5/1/2027
|
|
|
21,724
|
|
(a)
|
378,215
|
|
31,831
|
|
(a)
|
554,178
|
|
45,000
|
|
135,000
|
|
(e)
|
—
|
|
32.23
|
|
3/19/2028
|
|
|
29,000
|
|
(d)
|
504,890
|
|
37,476
|
|
(b)
|
652,457
|
|
|
|
—
|
|
180,000
|
|
(f)
|
—
|
|
25.56
|
|
3/18/2029
|
|
|
75,000
|
|
(e)
|
1,305,750
|
|
—
|
|
|
—
|
|
|
—
|
|
140,000
|
|
(g)
|
—
|
|
19.35
|
|
12/20/2029
|
|
|
|
|
|
|
|
—
|
|
|
—
|
|
Julie Gruber
|
6,000
|
|
—
|
|
|
—
|
|
23.07
|
|
3/15/2020
|
|
|
15,301
|
|
(a)
|
266,390
|
|
3,375
|
|
(a)
|
58,759
|
|
6,000
|
|
—
|
|
|
—
|
|
21.79
|
|
3/14/2021
|
|
|
30,000
|
|
(f)
|
522,300
|
|
11,705
|
|
(b)
|
203,784
|
|
|
5,000
|
|
—
|
|
|
—
|
|
25.09
|
|
3/12/2022
|
|
|
28,600
|
|
(g)
|
497,926
|
|
—
|
|
|
—
|
|
|
3,750
|
|
—
|
|
|
—
|
|
36.45
|
|
3/18/2023
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
3,100
|
|
—
|
|
|
—
|
|
42.20
|
|
3/17/2024
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
10,200
|
|
—
|
|
|
—
|
|
41.27
|
|
3/16/2025
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
75,000
|
|
25,000
|
|
(h)
|
—
|
|
30.18
|
|
3/14/2026
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
30,000
|
|
30,000
|
|
(i)
|
—
|
|
23.54
|
|
3/13/2027
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
13,750
|
|
41,250
|
|
(j)
|
—
|
|
32.23
|
|
3/19/2028
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
55,000
|
|
(k)
|
—
|
|
25.56
|
|
3/18/2029
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Sonia Syngal
|
3,750
|
|
—
|
|
|
—
|
|
25.09
|
|
3/12/2022
|
|
|
71,141
|
|
(a)
|
1,238,565
|
|
12,514
|
|
(a)
|
217,869
|
|
10,000
|
|
—
|
|
|
—
|
|
36.45
|
|
3/18/2023
|
|
|
29,000
|
|
(h)
|
504,890
|
|
43,394
|
|
(b)
|
755,490
|
|
|
30,000
|
|
—
|
|
|
—
|
|
42.20
|
|
3/17/2024
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
35,000
|
|
—
|
|
|
—
|
|
41.27
|
|
3/16/2025
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
93,750
|
|
31,250
|
|
(l)
|
—
|
|
30.18
|
|
3/14/2026
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
56,250
|
|
18,750
|
|
(m)
|
—
|
|
23.93
|
|
4/13/2026
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
100,000
|
|
100,000
|
|
(n)
|
—
|
|
23.54
|
|
3/13/2027
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
|
45,000
|
|
135,000
|
|
(o)
|
—
|
|
32.23
|
|
3/19/2028
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
180,000
|
|
(p)
|
—
|
|
25.56
|
|
3/18/2029
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
140,000
|
|
(q)
|
—
|
|
18.41
|
|
11/13/2029
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||
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) |
|
Art Peck
|
25,000
|
|
—
|
|
|
—
|
|
23.07
|
|
3/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
50,000
|
|
—
|
|
|
—
|
|
21.79
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
75,000
|
|
—
|
|
|
—
|
|
25.09
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
80,000
|
|
—
|
|
|
—
|
|
36.45
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
80,000
|
|
—
|
|
|
—
|
|
42.20
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
300,000
|
|
—
|
|
|
—
|
|
41.19
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
500,000
|
|
—
|
|
|
—
|
|
30.18
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
600,000
|
|
—
|
|
|
—
|
|
23.54
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
500,000
|
|
—
|
|
|
—
|
|
32.23
|
|
11/15/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
Neil Fiske
|
62,500
|
|
—
|
|
|
—
|
|
33.08
|
|
4/17/2020
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
(1)
|
The following footnotes set forth the vest dates for the outstanding option awards (vesting generally depends upon continued employment):
|
(a)
|
Options vest 50,000 on 1/17/2021.
|
(b)
|
Options vest 35,000 on 3/19/2020, 35,000 on 3/19/2021 and 35,000 on 3/19/2022.
|
(c)
|
Options vest 27,500 on 3/18/2020, 27,500 on 3/18/2021, 27,500 on 3/18/2022 and 27,500 on 3/18/2023.
|
(d)
|
Options vest 75,000 on 5/01/2020 and 75,000 on 5/01/2021.
|
(e)
|
Options vest 45,000 on 3/19/2020, 45,000 on 3/19/2021 and 45,000 on 3/19/2022.
|
(f)
|
Options vest 45,000 on 3/18/2020, 45,000 on 3/18/2021, 45,000 on 3/18/2022 and 45,000 on 3/18/2023.
|
(g)
|
Options vest 35,000 on 12/20/2020, 35,000 on 12/20/2021, 35,000 on 12/20/2022 and 35,000 on 12/20/2023.
|
(h)
|
Options vest 25,000 on 3/14/2020.
|
(i)
|
Options vest 15,000 on 3/13/2020 and 15,000 on 3/13/2021.
|
(j)
|
Options vest 13,750 on 3/19/2020, 13,750 on 3/19/2021, and 13,750 on 3/19/2022.
|
(k)
|
Options vest 13,750 on 3/18/2020, 13,750 on 3/18/2021, 13,750 on 3/18/2022 and 13,750 on 3/18/2023.
|
(l)
|
Options vest 31.250 on 3/14/2020.
|
(m)
|
Options vest 18,750 on 4/13/2020.
|
(n)
|
Options vest 50,000 on 3/13/2020 and 50,000 on 3/13/2021.
|
(o)
|
Options vest 45,000 on 3/19/2020, 45,000 on 3/19/2021, and 45,000 on 3/19/2022.
|
(p)
|
Options vest 45,000 on 3/18/2020, 45,000 on 3/18/2021, 45,000 on 3/18/2022 and 45,000 on 3/18/2023.
|
(q)
|
Options vest 35,000 on 11/13/2020, 35,000 on 11/13/2021, 35,000 on 11/13/2022 and 35,000 on 11/13/2023.
|
(2)
|
The following footnotes set forth the vest dates for the outstanding stock awards (vesting generally depends upon continued employment):
|
(a)
|
Represents the number of shares earned under the Company’s Long-Term Growth Program (described in "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)") with respect to year 1 (fiscal 2017), year 2 (fiscal 2018) and year 3 (fiscal 2019) of a three-year performance period (“LGP 3”). Half of the award earned vested on the date the Company’s Compensation and Management Development Committee certified attainment (March 16, 2020), and the remainder will vest on the anniversary of such certification date, contingent on continued service with the Company.
|
(b)
|
Award vests 25,000 on 1/17/2021.
|
(c)
|
Award vests 62,500 on 3/19/2020 and 62,500 on 3/19/2021.
|
(d)
|
Award vests 14,500 on 12/20/2021 and 14,500 on 12/20/2022.
|
(e)
|
Award vests 37,500 on 5/01/2020 and 37,500 on 5/01/2021.
|
(f)
|
Award vests 15,000 on 3/18/2021 and 15,000 on 3/18/2022.
|
(g)
|
Award vests 14,300 on 8/13/2021 and 14,300 on 8/13/2022.
|
(h)
|
Award vests 14,500 on 11/13/2021 and 14,500 on 11/13/2022.
|
(3)
|
Represents the number of stock awards multiplied by the closing price of our common stock as of February 1, 2020 ($17.41).
|
(4)
|
(a) Represents an estimate of the number of shares that may be earned under the Company’s Long-Term Growth Program (described in "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)") with respect to year 1 (fiscal 2018), year 2 (fiscal 2019) and year 3 (fiscal 2020) of a three-year performance period (“LGP 4”), based on a combination of actual and assumed performance as required by SEC disclosure rules. Half of any award earned will vest on the date the Company’s Compensation and Management Development Committee certifies attainment in 2021, and the remainder will vest on the anniversary of such certification date, contingent on continued service with the Company.
|
(b)
|
Represents an estimate of the number of shares that may be earned under the Company’s Long-Term Growth Program (described in "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)") with respect to year 1 (fiscal 2019), year 2 (fiscal 2020) and year 3 (fiscal 2021) of a three-year performance period (“LGP 5”), based on a combination of actual and assumed performance as required by SEC disclosure rules. Half of any award earned will vest on the date the Company’s Compensation and Management Development Committee certifies attainment in 2022, and the remainder will vest on the first anniversary of such certification date, contingent on continued service with the Company.
|
(5)
|
Represents the number of stock awards multiplied by the closing price of our common stock as of February 1, 2020 ($17.41).
|
|
Option Awards
|
|
Stock Awards(1)
|
|||||||
Name
|
Number of
Shares Acquired on Exercise (#) |
|
Value
Realized on Exercise ($) |
|
|
Number of
Shares Acquired on Vesting (#) |
|
|
Value
Realized on Vesting ($) |
|
Robert Fisher
|
—
|
|
—
|
|
|
8,903
|
|
(2)
|
159,987
|
|
Teri List-Stoll
|
—
|
|
—
|
|
|
25,000
|
|
|
463,250
|
|
Mark Breitbard
|
—
|
|
—
|
|
|
37,500
|
|
|
964,875
|
|
Julie Gruber
|
—
|
|
—
|
|
|
18,043
|
|
|
460,779
|
|
Sonia Syngal
|
—
|
|
—
|
|
|
40,427
|
|
|
1,034,776
|
|
Art Peck
|
—
|
|
—
|
|
|
127,692
|
|
|
3,270,790
|
|
Neil Fiske
|
—
|
|
—
|
|
|
32,500
|
|
|
588,250
|
|
(1)
|
The amounts reflected include performance awards that vested during fiscal 2019, or, in the case of Mr. Fisher, the value of his fully vested deferred stock units on the date of grant.
|
(2)
|
These shares have not been issued to Mr. Fisher. They represent the stock units earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.
|
Name
|
Plan
|
Executive
Contribution in Fiscal 2019 ($)(2) |
|
Registrant
Contributions in Fiscal 2019 ($)(3) |
|
Aggregate
Earnings in Fiscal 2019 ($)(4) |
|
Aggregate
Withdrawals/ Distributions in Fiscal 2019 ($) |
|
Aggregate
Balance at Fiscal 2019 Year-End ($)(5) |
|
Robert Fisher(1)
|
2016 Equity Incentive Plan
|
159,987
|
|
—
|
|
(4,986
|
)
|
—
|
|
155,001
|
|
|
Deferred Compensation Plan
|
—
|
|
—
|
|
14,387
|
|
—
|
|
14,387
|
|
Teri List-Stoll
|
Deferred Compensation Plan
|
83,728
|
|
25,800
|
|
38,933
|
|
—
|
|
148,461
|
|
Mark Breitbard
|
Deferred Compensation Plan
|
37,269
|
|
26,800
|
|
9,716
|
|
—
|
|
73,785
|
|
Julie Gruber
|
Deferred Compensation Plan
|
85,219
|
|
16,077
|
|
53,798
|
|
—
|
|
155,094
|
|
Sonia Syngal
|
Deferred Compensation Plan
|
44,000
|
|
32,800
|
|
83,273
|
|
—
|
|
160,073
|
|
Art Peck
|
Deferred Compensation Plan
|
51,269
|
|
—
|
|
1,732,621
|
|
—
|
|
1,783,890
|
|
Neil Fiske
|
Deferred Compensation Plan
|
27,404
|
|
26,800
|
|
1,973
|
|
—
|
|
56,177
|
|
(1)
|
Includes Mr. Fisher’s fully vested deferred stock units that he was granted in connection with serving on the Board of Directors.
|
(2)
|
These amounts are included in the “Salary” column of the 2019 Summary Compensation Table. In the case of Mr. Fisher’s stock units, represents the value of such units based on the closing share price of the Company’s common stock on the NYSE on date of grant, which is included in the "Value Realized on Vesting" column of the 2019 Option Exercises and Stock Vested table.
|
(3)
|
Footnote 9 to the 2019 Summary Compensation Table shows matching contributions under the Company’s Deferred Compensation Plan (“DCP”) for base salary deferrals representing the excess of the participant’s base pay over the current IRS qualified plan limit ($280,000 for calendar year 2019), which are matched at up to 4%, the same rate as is in effect under the Company’s 401(k) plan.
|
(4)
|
These amounts include earnings and dividends, if any, and in the case of Mr. Fisher’s stock units, any decrease in value based on the difference between the closing price of our common stock on the date of grant and the closing price of our common stock as of February 1, 2020 ($17.41). In fiscal 2019, no above-market or preferential interest rate options were available on notional investments in the DCP.
|
(5)
|
A portion of these amounts were previously reported as deferred compensation in the Summary Compensation Table in the Proxy Statements for prior Annual Meetings as follows: Mr. Fisher ($101,750), Ms. List-Stoll ($222,708), Mr. Breitbard ($58,423), Ms. Syngal ($164,797), Mr. Peck ($4,260,023) and Mr. Fiske ($2,192). In the case of Mr. Fisher’s stock units, represents the value of such units based on the closing price of our common stock as of February 1, 2020 ($17.41).
|
1.
|
As of February 1, 2020, our employee population, prior to excluding any non-U.S. employees, consisted of approximately 129,017 employees. As permitted by the SEC rules, we excluded 6,109 employees from the following countries: Bangladesh 28, Cambodia 13, El Salvador 1, France 646, Guatemala 7, India 863, Indonesia 19, Ireland 120, Italy 324, Mexico 1,170, Pakistan 4, Singapore 1, Sri Lanka 9, Turkey 11, United Kingdom 2,772, and Vietnam 121. In the aggregate, the total number of excluded employees equaled 4.74% of the total employee population, resulting in a total U.S. and non-U.S. employee population of approximately 122,908 that was used for our calculation.
|
2.
|
For the non-excluded employees, we used total gross earnings paid, obtained from local payroll data, for the fiscal year ending February 1, 2020 as a consistently applied measure to determine our "median employee". Because there was more than one "median employee" based on total gross earnings paid, we selected an individual we determined to be reasonably representative of our median employee and who did not have any unusual or nonstandard compensation items.
|
3.
|
We calculated the total compensation elements for the former CEO, interim CEO and median employee for fiscal 2019 in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K. For the purposes of this disclosure, we applied a Japanese Yen (“JPY”) to U.S. dollars exchange rate using the monthly average rates of exchange that approximate those in effect during the period in which the compensation elements were paid in Japanese currency.
|
i.
|
The executive’s then-current salary for eighteen months (the “post-termination period”). Post-termination period payments will cease if the executive accepts other employment or has a professional relationship with another company primarily engaged in the apparel design or apparel retail business or any retailer with apparel sales in excess of $500 million annually, or if the executive breaches his or her obligations to the Company (e.g., duty to protect confidential information, agreement not to solicit Company employees). Post-termination period payments will be reduced by any compensation the executive receives during the post-termination period from other employment or professional relationship with a non-competitor.
|
ii.
|
Should the executive elect to continue health coverage through COBRA, reimbursement for a portion of the COBRA premium during the period in which the executive is receiving payments under paragraph (i) above.
|
iii.
|
During the period in which the executive is receiving payments under paragraph (i) above, reimbursement for his or her costs to maintain the financial counseling program the Company provides to senior executives.
|
iv.
|
A prorated bonus for the fiscal year in which termination occurs if the executive worked at least 3 months of the fiscal year, which will be earned based on actual financial results and assuming a 100% standard for any non-financial component. In the event termination occurs after the end of the fiscal year but before the date of bonus payments, such bonus for the preceding fiscal year will be paid pursuant to the terms of the bonus plan.
|
v.
|
Accelerated vesting (but not settlement) of restricted stock units and performance shares or units that remain subject only to time vesting conditions that are scheduled to vest prior to April 1 following the fiscal year of termination.
|
|
Potential Post-Termination Payment Eligibility
|
||||||||||||||
Description
|
Mr. Fisher(3)
|
|
Ms. List-Stoll
|
|
Mr. Breitbard
|
|
Ms. Gruber
|
|
Ms. Syngal
|
|
|||||
Cash Payments
|
|
|
|
|
|
||||||||||
related to salary(1)
|
|
$—
|
|
|
$1,387,500
|
|
|
$1,425,000
|
|
|
$1,050,000
|
|
|
$1,650,000
|
|
Cash Payments
|
|
|
|
|
|
||||||||||
related to bonus
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Health Benefits
|
—
|
|
20,830
|
|
30,423
|
|
30,398
|
|
30,423
|
|
|||||
Financial Counseling
|
—
|
|
22,950
|
|
24,614
|
|
22,950
|
|
22,950
|
|
|||||
Stock Award Vesting
|
|
|
|
|
|
||||||||||
Acceleration
|
382,987
|
|
1,379,499
|
|
189,107
|
|
273,233
|
|
1,141,330
|
|
|||||
Total
|
382,987
|
|
2,810,779
|
|
1,669,144
|
|
1,376,581
|
|
2,844,703
|
|
(1)
|
Payments represent salary continuation for 18 months. The amounts do not include the deferred compensation these executives would also be entitled to receive upon termination, as described above in "2019 Nonqualified Deferred Compensation".
|
(2)
|
These shares represent the stock units earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.
|
|
2019 Post-Termination Payments
|
|||||
Description
|
Mr. Peck
|
|
Mr. Fiske
|
|
||
Cash Payments related to salary(1)
|
|
$2,325,000
|
|
|
$1,425,000
|
|
Cash Payments related to bonus(2)
|
—
|
|
—
|
|
||
Health Benefits
|
21,851
|
|
28,474
|
|
||
Financial Counseling
|
22,950
|
|
22,950
|
|
||
Stock Award Vesting Acceleration(3)
|
1,380,491
|
|
—
|
|
||
Total
|
3,750,292
|
|
1,476,424
|
|
(1)
|
Payments represent salary continuation for 18 months. Actual amounts received may be less if the post-termination period payments are discontinued for one of the reasons specified in the agreements with Mr. Peck and Mr. Fiske. The amounts do not include the deferred compensation these executives would also be entitled to receive upon termination, as described above in "2019 Nonqualified Deferred Compensation".
|
(2)
|
Neither Mr. Peck nor Mr. Fiske were eligible for a fiscal 2019 bonus.
|
(3)
|
Represents the number of restricted stock units Mr. Peck received multiplied by the closing price of our common stock as of November 15, 2019 ($17.74), the date Mr. Peck ceased to be a Company employee.
|
Description
|
Mr. Fisher(3)
|
|
Ms. List-Stoll
|
|
Mr. Breitbard
|
|
Ms. Gruber
|
|
Ms. Syngal
|
|
|||||
Stock Option Vesting
|
|
|
|
|
|
||||||||||
Acceleration(1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Stock Award Vesting
|
|
|
|
|
|
||||||||||
Acceleration(2)
|
382,987
|
|
5,227,718
|
|
5,379,551
|
|
2,423,246
|
|
5,959,983
|
|
|||||
Total
|
382,987
|
|
5,227,718
|
|
5,379,551
|
|
2,423,246
|
|
5,959,983
|
|
(1)
|
Reflects the value of all unvested stock options that would have become vested assuming a change in control on February 1, 2020 in which awards were not assumed or substituted as described above, based on the difference between the option exercise price and $17.41 per share, the last closing price of our common stock as of that date.
|
(2)
|
Reflects the value of all unvested stock awards that would have become vested assuming a change in control on February 1, 2020 in which awards were not assumed or substituted as described above, based on the last closing price of our common stock as of that date, which was $17.41. For Ms. List-Stoll and Mr. Breitbard, amounts include the number of shares earned under the LGP for the 2017-2019 three-year performance period, and the target number of shares that could be earned for the following three-year performance periods: 2018–2020 and 2019–2021. For Ms. Gruber and Ms. Syngal amounts include one-half of the number of shares earned under the Company's Long-Term Growth Program (LGP) for the following three-year performance period: 2016–2018, the number of shares earned under the LGP for the 2017–2019 three-year performance period, and the target number of shares that could be earned for the following three-year performance periods: 2018–2020 and 2019–2021. Mr. Fiske who was terminated in January 2020, is not eligible to receive a payout under the LGP.
|
(3)
|
These shares represent the stock units earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.
|
i.
|
Executive supplemental long-term disability insurance, which increases income replacement to 50% of base salary up to a maximum payment of $25,000 per month.
|
ii.
|
Life insurance, provided to employees at the Director level and above, which provides coverage of three times base salary up to a maximum of $2 million.
|
iii.
|
Upon retirement, our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least a year and, for performance shares, for which the performance period has been completed. For these purposes, “Retirement” means Employee’s Termination of Service for any reason (other than due to Employee’s misconduct as determined by the Company in its sole discretion) after Employee has attained age 60 and completed at least five years of continuous service as an employee of the Company or an Affiliate.
|
iv.
|
Upon death (and, in the case of stock options, termination on account of disability), our standard forms of stock option and stock award agreements provide for accelerated vesting of any unvested shares under awards that have been outstanding for at least a year and, for performance shares, for which the performance period has been completed. The table below shows the value of all unvested options and unvested stock awards that would have become vested in the event of the named executive’s death (and, in the case of stock options, termination on account of disability) on February 1, 2020, the last day of our 2019 fiscal year.
|
Description
|
Mr. Fisher(3)
|
|
Ms. List-Stoll
|
|
Mr. Breitbard
|
|
Ms. Gruber
|
|
Ms. Syngal
|
|
|||||
Stock Option Vesting
|
|
|
|
|
|
||||||||||
Acceleration(1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Stock Award Vesting
|
|
|
|
|
|
||||||||||
Acceleration(2)
|
382,987
|
|
3,194,248
|
|
$
|
1,683,965
|
|
$
|
928,728
|
|
$
|
1,760,612
|
|
||
Total
|
382,987
|
|
3,194,248
|
|
1,683,965
|
|
928,728
|
|
1,760,612
|
|
(1)
|
Reflects the value of all unvested stock options that would have become vested assuming the named executive officers had died (or terminated on account of disability) on February 1, 2020, based on the difference between the option exercise price and the last closing price of our common stock as of that date ($17.41).
|
(2)
|
Reflects the value of all unvested stock awards that would have become vested assuming the named executive officers had died on February 1, 2020, based on the last closing price of our common stock as of that date ($17.41).
|
(3)
|
These shares represent the stock units earned by Mr. Fisher as a non-employee director, which are subject to a three-year deferral period. Following the deferral period, shares in an amount equal in value to the stock units, including units acquired through dividend equivalent reinvestment, will be issued to Mr. Fisher unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon the resignation or retirement of Mr. Fisher as a non-employee director.
|
|
Equity Plan Summary
|
|
|||||||
|
Column (A)
|
|
Column (B)
|
Column (C)
|
|
||||
Plan Category
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) |
|
|
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights ($) |
|
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)
|
21,330,373
|
|
(2)
|
|
$28.26
|
|
53,804,195
|
|
(3)
|
Equity Compensation Plan
|
|
|
|
|
|
||||
Not Approved by Security
|
|
|
|
|
|
||||
Holders
|
—
|
|
|
—
|
|
—
|
|
|
|
Total
|
21,330,373
|
|
|
|
$28.26
|
|
53,804,195
|
|
|
(1)
|
These plans consist of our 2016 Long-Term Incentive Plan (the “2016 Plan”) and Employee Stock Purchase Plan (the “ESPP”).
|
(2)
|
This number excludes 489,806 shares that were issued at the end of the most recent ESPP purchase period, which began on December 1, 2019 and ended on February 28, 2020, after the end of our 2019 fiscal year. This number includes the number of shares that could be earned under the Company’s Long-Term Growth Program (described in "Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives—LGP (Long-Term Growth Program)") if the maximum performance conditions were achieved over the entire three-year performance periods.
|
(3)
|
This number includes 5,754,699 shares that were available for future issuance under the ESPP at the end of our 2019 fiscal year, including the 489,806 shares described in footnote 2 above. The number shown also reflects the deduction of three shares from the Company’s share reserve for every one stock award granted prior to May 17, 2011, and the deduction of two shares from the Company’s share reserve for every one stock award granted on or after May 17, 2011, pursuant to the terms of the 2016 Plan.
|
|
Shares Beneficially Owned
|
|
||||||
Name of Beneficial Owner
|
Common
Stock |
|
Awards
Vesting Within 60 Days(1) |
|
Total
|
|
% of
Class(2) |
|
Directors and Named Executive Officers
|
|
|
|
|
||||
Amy Bohutinsky
|
—
|
|
12,081
|
|
12,081
|
|
*
|
|
Mark Breitbard
|
48,565
|
|
397,500
|
|
446,065
|
|
*
|
|
John J. Fisher(3)
|
65,086,872
|
|
12,081
|
|
65,098,953
|
|
17.5
|
%
|
Robert J. Fisher(4)
|
46,385,596
|
|
21,998
|
|
46,407,594
|
|
12.5
|
%
|
William S. Fisher(5)
|
55,752,385
|
|
21,998
|
|
55,774,383
|
|
15.0
|
%
|
Neil Fiske(6)
|
—
|
|
62,500
|
|
62,500
|
|
*
|
|
Tracy Gardner
|
10,537
|
|
21,998
|
|
32,535
|
|
*
|
|
Isabella D. Goren
|
23,171
|
|
21,998
|
|
45,169
|
|
*
|
|
Julie Gruber
|
40,876
|
|
214,300
|
|
255,176
|
|
*
|
|
Teri List-Stoll
|
97,014
|
|
247,500
|
|
344,514
|
|
*
|
|
Bob L. Martin
|
51,700
|
|
21,998
|
|
73,698
|
|
*
|
|
Amy Miles(7)
|
—
|
|
27,164
|
|
27,164
|
|
*
|
|
Jorge P. Montoya
|
39,881
|
|
21,998
|
|
61,879
|
|
*
|
|
Chris O'Neill
|
—
|
|
16,443
|
|
16,443
|
|
*
|
|
Art Peck(8)
|
295,856
|
|
2,262,818
|
|
2,558,674
|
|
*
|
|
Lexi Reese(9)
|
—
|
|
12,081
|
|
12,081
|
|
*
|
|
Mayo A. Shattuck III
|
101,440
|
|
31,801
|
|
133,241
|
|
*
|
|
Elizabeth Smith(7)
|
—
|
|
27,164
|
|
27,164
|
|
*
|
|
Sonia Syngal
|
93,915
|
|
563,750
|
|
657,665
|
|
*
|
|
All directors and executive officers, as a group (20 persons)(10)
|
167,688,224
|
|
1,791,883
|
|
169,480,107
|
|
45.3
|
%
|
Certain Other Beneficial Holders
|
|
|
|
|
||||
BlackRock, Inc.(11)
|
22,096,661
|
|
—
|
|
22,096,661
|
|
5.9
|
%
|
Dodge & Cox(12)
|
28,449,226
|
|
—
|
|
28,449,226
|
|
7.6
|
%
|
Doris F. Fisher(13)
|
22,738,787
|
|
—
|
|
22,738,787
|
|
6.1
|
%
|
The Vanguard Group(14)
|
28,394,429
|
|
—
|
|
28,394,429
|
|
7.6
|
%
|
(1)
|
Reflects stock options exercisable and stock units vesting within 60 days after March 23, 2020. Also includes the outstanding stock units earned but unpaid to non-employee directors, which are subject to a three-year deferral period but would be issued immediately upon the resignation or retirement of the non-employee director, as described in "Proposal No. 1 — Election of Directors—Compensation of Directors—Equity Compensation".
|
(2)
|
“*” indicates ownership of less than 1% of the outstanding shares of our common stock.
|
(3)
|
Includes (a) 12,081 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 15,699,797 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 7,730,209 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (d) 2,636,866 shares beneficially owned as trustee of trusts for which he has sole dispositive power and another proxyholder has sole voting power, (e) 12,000,000 shares for which John J. Fisher has proxies granting him sole voting power, (f) 20,000 shares beneficially owned through Delaware limited partnerships over which John J. Fisher has sole dispositive and voting power, and (g) 27,000,000 shares owned by FCH TBML LLC of which John J. Fisher is the sole manager with sole dispositive power over 27,000,000 shares, sole voting power over 23,400,000 shares with an irrevocable proxy granting a proxyholder sole voting power over 3,600,000 shares. In addition to the shares identified in the table above, John J. Fisher’s spouse separately owns 45,266 shares over which Mr. Fisher has no dispositive or voting control. John J. Fisher’s address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.
|
(4)
|
Includes (a) 21,998 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 7,860,220 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 2,232,562 shares owned as community property with his spouse with shared dispositive and voting power, (d) 9,277,814 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 15,000 shares beneficially owned through Delaware limited partnerships over which Robert J. Fisher has sole dispositive and voting power, and (f) 27,000,000 shares owned by FCH TBME LLC of which Robert J. Fisher is the sole manager with sole dispositive power over 27,000,000 shares, sole voting power over 23,400,000 shares with an irrevocable proxy granting a proxyholder sole voting power over 3,600,000 shares. In addition to the shares identified in the table above, Robert J. Fisher’s spouse separately owns 126,671 shares over which Mr. Fisher has no dispositive or voting control. Robert J. Fisher’s address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.
|
(5)
|
Includes (a) 21,998 shares to be issued upon settlement of stock units (and related dividend equivalent rights) which are subject to a three-year deferral period but would be issued immediately upon his resignation or retirement over which he has sole dispositive and voting power, (b) 11,740,444 shares beneficially owned as trustee of a trust with sole dispositive and voting power, (c) 11,552 shares owned as community property with his spouse with shared dispositive and voting power, (d) 11,563,523 shares beneficially owned as a co-trustee of trusts of which he shares dispositive and voting power (including shares held by the trusts through a limited liability company), (e) 2,636,866 shares for which William S. Fisher has proxies granting him sole voting power, (f) 2,785,000 shares beneficially owned as a co-trustee of a trust organized exclusively for charitable purposes for which William S. Fisher shares dispositive and voting power, (g) 15,000 shares beneficially owned through Delaware limited partnerships over which William S. Fisher has sole dispositive and voting power, and (h) 27,000,000 shares owned by FCH TBMS LLC of which William S. Fisher is the sole manager with sole dispositive power over 27,000,000 shares, sole voting power over 23,400,000 shares with an irrevocable proxy granting a proxyholder sole voting power over 3,600,000 shares. In addition to the shares identified in the table above, William S. Fisher’s spouse separately owns 165,475 shares over which Mr. Fisher has no dispositive or voting control. William S. Fisher’s address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.
|
(6)
|
Mr. Fiske was no longer an executive officer as of January 2020.
|
(7)
|
Ms. Miles and Ms. Smith were appointed to the Board of Directors effective April 1, 2020. Their share ownership includes the outstanding stock units earned but unpaid to non-employee directors that they each received on April 1, 2020.
|
(8)
|
Mr. Peck was no longer an executive officer as of November 2019.
|
(9)
|
Ms. Reese is not standing for reelection to the Board of Directors.
|
(10)
|
Reflects the information above for our current directors and named executive officers as well as information regarding our unnamed executive officers; provided, however, that shares reflected more than once in the table above with respect to John J. Fisher, Robert J. Fisher, and William S. Fisher are only reflected once in this line. See the note regarding various Fisher family holdings immediately following this table. Information for Ms. Miles and Ms. Smith is as of April 1, 2020, the date on which they joined the Board of Directors.
|
(11)
|
The Schedule 13G filed with the SEC by BlackRock, Inc. on February 7, 2020 indicates that, as of December 31, 2019, BlackRock, Inc. has the sole power to direct the voting of 19,691,829 shares and sole power to direct the disposition of 22,096,661 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
(12)
|
The Schedule 13G filed with the SEC by Dodge & Cox on February 13, 2020 indicates that, as of December 31, 2019, Dodge & Cox has sole power to direct the voting of 27,057,436 shares and sole power to direct the disposition of 28,449,226 shares. The address of Dodge & Cox is 555 California Street, 40th Floor, San Francisco, CA 94104.
|
(13)
|
Includes 12,000,000 shares beneficially owned as trustee of trusts for which Doris F. Fisher has sole dispositive power and another proxyholder has sole voting power. Amounts shown do not include shares held directly or indirectly by Mrs. Fisher’s three adult sons or their spouses, beneficial ownership of which is disclaimed because Mrs. Fisher does not have voting or dispositive control over such shares. Doris F. Fisher's address is 1300 Evans Avenue, No. 880154, San Francisco, California 94188.
|
(14)
|
The Schedule 13G filed with the SEC by The Vanguard Group on February 12, 2020 indicates that, as of December 31, 2019, The Vanguard Group has sole power to direct the voting of 318,365 shares, shared power to direct the voting of 63,827 shares, sole power to direct the disposition of 28,033,608 shares, and shared power to direct the disposition of 360,821 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
•
|
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).
|
|
|
IF YOU ARE A SHAREHOLDER OF RECORD:
|
|
IF YOU ARE A BENEFICIAL HOLDER OF SHARES HELD IN "STREET NAME":
|
|
|
|
|
|
By Internet Prior to
the 2020 Annual Meeting*
|
|
www.proxyvote.com
|
|
www.proxyvote.com
|
|
|
|
|
|
By Internet During the
2020 Annual Meeting*
|
|
www.virtualshareholdermeeting.com/GAP2020
|
|
www.virtualshareholdermeeting.com/GAP2020
|
|
|
|
|
|
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.
|
|
|
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
D05205-P33539
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
DETACH AND RETURN THIS PORTION ONLY
|
D05205-P33539
|
|
THE GAP, INC.
Annual Meeting of Shareholders
May 19, 2020 10:00 a.m.
This proxy is solicited by the Board of Directors
|
|
The undersigned hereby appoint(s) Sonia Syngal, Julie Gruber and Katrina O'Connell, or any of them, each with full power of substitution, as proxies to vote, in accordance with the instructions, as designated on the reverse side of this proxy, all of the shares of common stock of THE GAP, INC. that the undersigned is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:00 a.m. San Francisco Time on May 19, 2020, virtually at www.virtualshareholdermeeting.com/GAP2020, and any adjournment or postponement thereof. The proxies are authorized in their discretion to vote upon such other business as may properly come before the meeting.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.
|
|
Continued and to be signed on reverse side
|
|