GAP INC, DEF 14A filed on 3/27/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Jan. 31, 2026
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name The Gap, Inc.
Entity Central Index Key 0000039911
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended 14 Months Ended 29 Months Ended 30 Months Ended
Jan. 31, 2026
Feb. 01, 2025
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Aug. 31, 2023
Jul. 31, 2022
Jan. 31, 2026
Pay vs Performance Disclosure                
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Fiscal
Year
Summary
Compensation
Table Total
for PEO
($)(1)
Compensation
Actually Paid
to PEO
($)
Summary
Compensation
Table Total
for PEO
($)(2)
Compensation
Actually Paid
to PEO
($)
Summary
Compensation
Table Total
for PEO
($)(3)
Compensation
Actually Paid
to PEO
($)(4)
Average
Summary
Compensation
Table Total
for non-PEO
named
executive
officers
($)(5)
Average
Compensation
Actually Paid
to non-PEO
named
executive
officers
($)(6)
Total
Shareholder
Return
($)(7)
Peer Group
Total
Shareholder
Return
($)(8)
Net Income (Loss)
($ in
millions)(9)
Gap Inc.
EBIT
($ in
millions)(10)
2025— — — — 17,185,636 28,132,396 7,587,128 13,870,417 167.09 209.16 816 1,115 
2024— — — — 19,426,846 45,433,358 9,095,358 20,468,965 162.33 184.45 844 1,112 
2023— — 8,045,310 10,292,385 14,365,008 29,933,875 7,854,103 12,378,266 130.10 144.65 502 560 
202211,232,972 (46,162,022)8,544,703 10,384,998 — — 4,948,961 (3,966,265)82.15 129.27 (202)(69)
202118,260,915 25,854,898 — — — — 7,402,383 8,376,262 104.44 118.34 256 810 
              
Company Selected Measure Name EBIT              
Named Executive Officers, Footnote Sonia Syngal served as CEO from March 2020 to July 2022.
(2)Bob L. Martin served as Interim CEO from July 2022 to August 2023.
(3)Richard Dickson has served as CEO since August 2023.
The following table identifies our named executive officers other than the individuals who served as our CEO for the years presented.
Non-CEO Named Executive Officers
20212022202320242025
Katrina O’Connell
Executive Vice President and Chief Financial Officer, Gap Inc.
Katrina O’Connell
Executive Vice President and Chief Financial Officer, Gap Inc.
Katrina O’Connell
Executive Vice President and Chief Financial Officer, Gap Inc.
Katrina O’Connell
Executive Vice President and Chief Financial Officer, Gap Inc.
Katrina O’Connell
Executive Vice President and Chief Financial Officer, Gap Inc.
Nancy Green
President and Chief Executive Officer, Old Navy
Horacio Barbeito
President and Chief Executive Officer, Old Navy
Horacio Barbeito
President and Chief Executive Officer, Old Navy
Horacio Barbeito
President and Chief Executive Officer, Old Navy
Horacio Barbeito
President and Chief Executive Officer, Old Navy
Mark Breitbard
President and Chief Executive Officer, Gap Brand
Mark Breitbard
President and Chief Executive Officer, Gap Brand
Mark Breitbard
President and Chief Executive Officer, Gap Brand
Mark Breitbard
President and Chief Executive Officer, Gap Brand
Mark Breitbard
President and Chief Executive Officer, Gap Brand
Mary Beth Laughton
President and Chief Executive Officer, Athleta
Sandra Stangl
President and Chief Executive Officer, Banana Republic
Chris Blakeslee
President and Chief Executive Officer, Athleta
Chris Blakeslee
President and Chief Executive Officer, Athleta
Eric Chan
Executive Vice President and Chief Business and Strategy Officer, Gap Inc.
Nancy Green
Former President and Chief Executive Officer, Old Navy

              
Peer Group Issuers, Footnote For 2025, represents the TSR for the Dow Jones U.S. Apparel Retailers Index assuming an investment of $100 on January 31, 2021 through January 31, 2026. Assumes reinvestment of any dividends paid.              
Adjustment To PEO Compensation, Footnote The following tables illustrate the adjustments to Mr. Dickson's fiscal 2025 Summary Compensation Table totals in accordance with the SEC’s methodology for calculating Compensation Actually Paid. No adjustments were made for pension benefits as none of our named executive officers participated in a defined benefit or actuarial pension plan for the years presented. The value of any dividends or other earnings paid on any equity awards is reflected in the fair value and total compensation. We do not pay dividends on unearned or unvested equity awards.
Richard Dickson2025
($)
Summary Compensation Table Total17,185,636 
- Change in Pension Value and Above Market Non-Qualified Deferred Compensation— 
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(10,891,242)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year15,366,561 
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years7,203,885 
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year— 
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(732,445)
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year— 
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation— 
Compensation Actually Paid28,132,396 
              
Non-PEO NEO Average Total Compensation Amount $ 7,587,128 $ 9,095,358 $ 7,854,103 $ 4,948,961 $ 7,402,383      
Non-PEO NEO Average Compensation Actually Paid Amount $ 13,870,417 20,468,965 12,378,266 (3,966,265) 8,376,262      
Adjustment to Non-PEO NEO Compensation Footnote The following table illustrates the adjustments to the fiscal 2025 average Summary Compensation Table total for our named executive officers other than the individuals who served as our CEO in accordance with the SEC’s methodology for calculating Compensation Actually Paid. No adjustments were made for pension benefits as none of our named executive officers participated in a defined benefit or actuarial pension plan for the years presented. The value of any dividends or other earnings paid on any equity awards is reflected in the fair value and total compensation. We do not pay dividends on unearned or unvested equity awards.
Non-CEO Named Executive Officers2025
($)
Summary Compensation Table Total7,587,128 
- Change in Pension Value and Above Market Non-Qualified Deferred Compensation— 
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(3,964,632)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year5,606,184 
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years2,331,081 
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year— 
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year2,310,655 
- Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year— 
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation— 
Compensation Actually Paid13,870,417 
              
Compensation Actually Paid vs. Total Shareholder Return
The following chart illustrates a comparison of the Compensation Actually Paid amounts for the individuals who served as our CEO and other named executive officers versus our TSR for the years presented.
208
              
Compensation Actually Paid vs. Net Income
The following chart illustrates a comparison of the Compensation Actually Paid amounts for the individuals who served as our CEO and other named executive officers versus our net income (loss) for the years presented.
428
              
Compensation Actually Paid vs. Company Selected Measure
The following chart illustrates a comparison of the Compensation Actually Paid amounts for the individuals who served as our CEO and other named executive officers versus our EBIT for the years presented. We believe that EBIT is the most important measure that we use to determine executive compensation because our executives’ PRSUs, which generally comprise the largest single element of their compensation, are largely determined based on achievement of a three-year cumulative EBIT goal. For more information on our executives’ long-term incentives, see “Compensation Discussion and Analysis–Long-Term Incentives.”
1047
              
Total Shareholder Return Vs Peer Group
The following chart illustrates a comparison of our five-year cumulative TSR versus the five-year cumulative TSR of our peer index for the years presented.
1649267443241
              
Tabular List, Table
Most Important Performance Measures in Fiscal 2025
Gap Inc. Earnings Before Income and Taxes (EBIT)
Relative Total Shareholder Return (S&P Retail Select Index)
Individualized Weighted Average Brand EBIT
Gap Inc. SG&A % of Net Sales
              
Total Shareholder Return Amount $ 167.09 162.33 130.10 82.15 104.44      
Peer Group Total Shareholder Return Amount 209.16 184.45 144.65 129.27 118.34      
Net Income (Loss) $ 816,000,000 $ 844,000,000 $ 502,000,000 $ (202,000,000) $ 256,000,000      
Company Selected Measure Amount 1,115,000,000 1,112,000,000 560,000,000 (69,000,000) 810,000,000      
PEO Name           Bob L. Martin Sonia Syngal Richard Dickson
Additional 402(v) Disclosure
The following table includes the information required by Item 402(v) of Regulation S-K, including the “Compensation Actually Paid” to our Chief Executive Officer and the average “Compensation Actually Paid” to our other named executive officers for the years presented. “Compensation Actually Paid” is calculated using the methodology required by Item 402(v) of Regulation S-K by making certain adjustments to the “Summary Compensation Table Total” reported for our Chief Executive Officer and other named executive officers for the years presented, which are detailed in the footnotes to this table. For further information about the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with its performance, see “Compensation Discussion and Analysis.” In this section, we refer to operating income as "EBIT" and to operating expenses as "SG&A."
For 2025, represents the TSR for our common stock assuming an investment of $100 on January 31, 2021 through January 31, 2026. Assumes reinvestment of any dividends paid.Represents our net income (loss) as reported in our Annual Reports on Form 10-K for the years presented.The items listed below represent the four most important performance measures we used to determine Compensation Actually Paid for fiscal 2025 as further described in “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” and “Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus.” 		             
Measure:: 1                
Pay vs Performance Disclosure                
Name Gap Inc. Earnings Before Income and Taxes (EBIT)              
Non-GAAP Measure Description Represents our EBIT for the years presented.              
Measure:: 2                
Pay vs Performance Disclosure                
Name Relative Total Shareholder Return (S&P Retail Select Index)              
Measure:: 3                
Pay vs Performance Disclosure                
Name Individualized Weighted Average Brand EBIT              
Measure:: 4                
Pay vs Performance Disclosure                
Name Gap Inc. SG&A % of Net Sales              
Sonia Syngal [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount $ 0 $ 0 $ 0 $ 11,232,972 $ 18,260,915      
PEO Actually Paid Compensation Amount 0 0 0 (46,162,022) 25,854,898      
Bob L Martin [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount 0 0 8,045,310 8,544,703 0      
PEO Actually Paid Compensation Amount 0 0 10,292,385 10,384,998 0      
Richard Dickson [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount 17,185,636 19,426,846 14,365,008 0 0      
PEO Actually Paid Compensation Amount 28,132,396 $ 45,433,358 $ 29,933,875 $ 0 $ 0      
PEO | Richard Dickson [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 0              
PEO | Richard Dickson [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount (10,891,242)              
PEO | Richard Dickson [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 15,366,561              
PEO | Richard Dickson [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 7,203,885              
PEO | Richard Dickson [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 0              
PEO | Richard Dickson [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount (732,445)              
PEO | Richard Dickson [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 0              
PEO | Richard Dickson [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 0              
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 0              
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount (3,964,632)              
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 5,606,184              
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 2,331,081              
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 0              
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 2,310,655              
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount 0              
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount $ 0              
v3.26.1
Award Timing Disclosure
 12 Months Ended
Jan. 31, 2026
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company last granted a stock option in 2022. The Company does not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Company does not grant stock options or similar awards during periods in which there is material nonpublic information about the Company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under the Company’s insider
trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to PRSUs, RSUs, or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant. The Company’s executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal 2025, no executive officer was awarded stock options, and the Company did not time the disclosure of material nonpublic information or grants for the purpose of affecting the value of executive compensation.
Award Timing Method The Company’s executive officers would not be permitted to choose the grant date for any stock option grants.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered In addition, the Company does not grant stock options or similar awards during periods in which there is material nonpublic information about the Company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under the Company’s insider
trading policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to PRSUs, RSUs, or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant. The Company’s executive officers would not be permitted to choose the grant date for any stock option grants. During fiscal 2025, no executive officer was awarded stock options, and the Company did not time the disclosure of material nonpublic information or grants for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Jan. 31, 2026
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true