GAP INC

The Compensation Committee reviews executive compensation at least annually. The Committee approaches executive compensation as part of the overall strategic framework for total rewards at the Company. This framework applies to all employees at the Company and reflects our global rewards principles, which include:

•Sharing in the success of the Company;

•Rewarding for performance; and

•Being fair and equitable.

The Committee reviews base salary, annual incentives, long-term incentives, benefits and perquisites, both individually and as part of the total compensation package.

Compensation Discussion and Analysis

The Compensation Committee also uses compensation data covering other peer companies to support its analysis. The Committee selected a broad spectrum of retail companies presented by Frederic W. Cook & Co. for purposes of comparing market compensation levels because we have both recruited from and lost executive talent to this industry in the past, and to ensure appropriate scope and complexity relative to the Company. These companies were selected based upon their strong brand recognition and global presence, omnichannel strategies, complexity of operations with multiple brand businesses, and comparable financial and valuation characteristics. At the time the Committee approved the peer group, the Company's total revenue was positioned near the 59th percentile and its market capitalization was positioned near the 46th percentile. The peer group is reviewed by the Committee each year. Compared to the prior year peer group, Bath & Body Works, Dollar General, Dollar Tree, Qurate Retail, and Williams Sonoma were removed, and Marriott International, Starbucks, Victoria's Secret, and Ulta Beauty were added, to further align the peer group with the Company's long-term strategic plan. The peer group used to inform 2025 compensation decisions was comprised of the companies listed below.

PEER GROUP

The Compensation Committee reviews compensation data for Executives based on an analysis of commercial surveys and proxy-reported data provided by Frederic W. Cook & Co. The analysis provides levels of base salary, annual incentives, and long-term incentive grant values in a summarized form. This data is supplemented by information obtained through proxy statement disclosures and other public sources. The Compensation Committee uses the peer group data as a frame of reference to inform its compensation review and decisions, but compensation is not set to meet specific benchmarks or percentiles.

In conducting its analysis and determining compensation, the Committee also considers the following factors, where relevant:

•Business and talent strategies;

•The nature of each Executive’s role;

•Individual performance (based on specific financial and operating objectives for each Executive, as well as the demonstration of our values-based leadership behaviors);

•Future potential contributions by the Executive;

•Internal comparisons to other Executives;

•Internal consistency with our broad-based practices and programs;

•Comparisons of the value and nature of the compensation elements to each other and in total; and

•Retention risk.

As described below, the Committee also considers management’s recommendations and advice from the Committee’s independent compensation consultant when appropriate. The Committee periodically reviews the accounting and tax implications of each compensation element, and shareholder dilution in the case of equity awards.

Compensation Discussion and Analysis