GAP INC
For the period ended May 12, 2026. Filed Mar 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Mar 27, 2026
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Contents
Elements of Compensation—Long-Term Incentives
Elements of Compensation
The main elements of our fiscal 2025 executive compensation program were:
Base salary;
Annual cash incentive bonus;
Long-term incentives; and
Benefits and tailored perquisites.
We include these elements in our executive compensation program because we believe each element supports the achievement of one or more of our compensation objectives described above, and that together they have been and will continue to be effective in this regard. The Compensation Committee determines the use and weight of each compensation element based on the importance of each compensation objective in supporting our business and talent strategies, and benchmarks them against similarly-situated executives in the peer group and survey-based market data. Base salary represented 9% of our CEO's intended annual target compensation opportunity and on average represented 16% of each other Executive's intended annual target compensation opportunity in 2025, which demonstrates the emphasis we typically place on compensation that is performance-based and/or at‑risk.
BASE SALARY
Base salaries are set at a level that the Committee believes will effectively attract and retain top talent, considering the factors described below under “Compensation Analysis Framework.” In addition, the Committee considers the impact of base salary changes on other compensation components (such as annual cash incentive bonus and long-term incentives) where applicable. The Committee reviews base salaries for Executives in the first fiscal quarter, and as needed throughout the year in connection with promotions or other changes in responsibilities.
| 2026 Proxy Statement | | | 49 |
Compensation Discussion and Analysis
The table below summarizes base salaries during fiscal 2025, and any changes that occurred during the year.
| Name | Base Salaryat Beginningof Fiscal Year($) | Base Salaryat End of Fiscal Year($) | Year Over Year Change(%) | Comments |
|---|---|---|---|---|
| Richard Dickson | 1,400,000 | 1,400,000 | — | |
| Katrina O’Connell | 900,000 | 950,000 | 5.5 | Salary was increased in 2025 to improve competitiveness and to position Ms. O'Connell appropriately relative to internal and external benchmarks and after considering her individualperformance. |
| Haio Barbeito | 1,100,000 | 1,100,000 | — | |
| Mark Breitbard | 1,100,000 | 1,100,000 | — | |
| Eric Chan | 900,000 | 900,000 | — |
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