UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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

CHECK THE APPROPRIATE BOX:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

The Gap, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE AND TIME	Tuesday, May 10, 2022 10:00 a.m., Eastern Time
PLACE	Via the Internet at www.virtualshareholdermeeting.com/GAP2022
ITEMS OF BUSINESS	•Elect as directors the eleven director nominees named in this Proxy Statement; •Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023; •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.
RECORD DATE	You must have been a shareholder of record at the close of business on March 14, 2022 to vote at the Annual Meeting.
INTERNET AVAILABILITY	In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing our proxy materials to most of our shareholders. Rather than sending those shareholders a paper copy of our proxy materials, we are sending them a notice with instructions for accessing the materials and voting via the Internet. We believe this method of distribution makes the proxy distribution process more efficient, less costly and limits our impact on the environment. This Proxy Statement and our 2021 Annual Report to Shareholders are available at www.gapinc.com (follow the Investors link).
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/GAP2022 on May 10, 2022 at 10:00 a.m., Eastern Time, and any adjournments or postponements thereof. You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. We recommend that you log in a few minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts. 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 and avoid costs and travel inconveniences for our shareholders associated with an in-person format. The platform for the virtual Annual Meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. 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.
PROXY VOTING	Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card.
By Order of the Board of Directors,
Julie Gruber Corporate Secretary March 30, 2022

Proxy Summary

References in this Proxy Statement to “Gap Inc.,” “the Company,” “we,” “us,” and “our” refer to The Gap, Inc.

These proxy materials are being delivered in connection with the solicitation of proxies by the Board of Directors (the "Board") of The Gap, Inc. for use at our Annual Meeting of Shareholders to be held via the Internet through a virtual web conference at www.virtualshareholdermeeting.com/GAP2022 on May 10, 2022, at 10:00 a.m., Eastern Time, and any adjournment or postponement thereof (the “2022 Annual Meeting”). You will be able to attend the 2022 Annual Meeting online, vote your shares electronically and submit questions online during the 2022 Annual Meeting by logging into the website listed above using the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The platform for the virtual 2022 Annual Meeting includes functionality that affords validated shareholders substantially the same meeting participation rights and opportunities they would have at an in-person meeting. We recommend that you log in a few minutes before the 2022 Annual Meeting to ensure you are logged in when the 2022 Annual Meeting starts.

On or about March 30, 2022, we commenced distribution of this Proxy Statement and the form of proxy to our shareholders entitled to vote at the Annual Meeting.

The holders of our common stock at the close of business on March 14, 2022 (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 369,785,233 shares of common stock outstanding.

For a period of at least 10 days prior to the Annual Meeting, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during ordinary business hours by contacting Investor Relations at investor_relations@gap.com. In addition, a complete list of shareholders entitled to vote at the Annual Meeting will be open to the examination of any shareholder during the meeting by following the instructions on the Annual Meeting website once they enter the meeting.

How to Vote Your Shares

You may vote your shares by Internet, mail or phone. If you vote by Internet or by phone, you will need to have a proxy card or voting instruction card, or the Notice of Internet Availability, in hand when you access the voting website or call to vote by phone. If you vote by Internet or phone, you do not need to return anything by mail. Specific voting instructions are found on the proxy card, voting instruction card, or the Notice of Internet Availability.

By Internet www.proxyvote.com (or scan the QR code on the proxy card or voting instruction card)	By Mail Sign and return a proxy card (for shareholders of record) or voting instruction card (for beneficial owners of shares)	By Phone 1-800-690-6903
During the 2022 Annual Meeting: www.virtualshareholdermeeting.com/GAP2022

Proposal 1 – Election of Directors (Page 1)

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

								Committee Membership
Name and Occupation	Age		Director Since		Independent	Other Public Boards		AC	CC	GC
Elisabeth B. Donohue Former CEO, Publicis Spine	56			2021	Yes		2		M
Robert J. Fisher Managing Director, Pisces, Inc.		67		1990	Yes		—			C
William S. Fisher Founder and CEO, Manzanita Capital Limited		64		2009	Yes		—
Tracy Gardner Principal, Tracy Gardner Consultancy		58		2015	Yes		1		C	M
Kathryn Hall Founder & Co-Chair, Hall Capital Partners	64		New Nominee		Yes		1
Bob L. Martin Executive Chair and Director, Gap Inc.		73		2002	No		1
Amy Miles Former Chair and CEO, Regal Entertainment Group		55		2020	Yes		2	C F
Chris O'Neill Chief Business Officer, Glean Technologies, Inc.		49		2018	Yes		—	M
Mayo A. Shattuck III Non-Executive Chairman, Exelon Corporation		67		2002	Yes		2	M F		M
Salaam Coleman Smith Former Executive Vice President, Disney ABC Television Group		52		2021	Yes		2		M
Sonia Syngal CEO and Director, Gap Inc.		52		2020	No		—
					C   Chair     M   Member     F   Financial Expert

AC: Audit and Finance Committee

CC: Compensation and Management Development Committee

GC: Governance and Sustainability Committee

Director Nominee Demographics, Skills and Experience

* Tenure and age are measured as of the filing date of this Proxy Statement.

Proposal 2 – Ratification of Auditors (Page 28)

The Board of Directors Recommends a Vote “FOR” the Selection of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for Fiscal 2022.

Based on Audit and Finance Committee’s assessment of Deloitte & Touche LLP’s qualifications and performance, the Board believes that retention of Deloitte & Touche for fiscal 2022 is in our shareholders’ best interests.

Proposal 3 – Say-on-Pay (Page 31)

The Board of Directors Recommends a Vote “FOR” the Approval, on an Advisory Basis, of the Overall Compensation of the Company’s Named Executive Officers.

Table of Contents

Table Of Contents

PROPOSALS REQUIRING YOUR VOTE	1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS	1
Nominees for Election as Directors	1
Director Selection and Qualification	8
Key Director Attributes	10
Director Independence	11
Corporate Governance	12
Corporate Governance Highlights	12
Risk Oversight	15
Environmental, Social & Governance (ESG)	17
Policies and Procedures with Respect to Related Party Transactions	20
Certain Relationships and Related Transactions	20
Compensation of Directors	25
PROPOSAL NO. 2 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	28
Report of the Audit and Finance Committee	30
PROPOSAL NO. 3 — ADVISORY VOTE ON THE OVERALL COMPENSATION OF THE GAP, INC.’S NAMED EXECUTIVE OFFICERS	31
EXECUTIVE COMPENSATION AND RELATED INFORMATION	32
Compensation Discussion and Analysis	32
Compensation Committee Report	53
2021 Summary Compensation Table	54
2021 Grants of Plan-Based Awards	57
2021 Outstanding Equity Awards at Fiscal Year-End	58
2021 Option Exercises and Stock Vested	61
2021 Nonqualified Deferred Compensation	62
2021 CEO Pay Ratio	63
2021 Potential Payments Upon Termination	64
Equity Compensation Plan Information	67
BENEFICIAL OWNERSHIP OF SHARES	68
Beneficial Ownership Table	68
Note Regarding Various Fisher Family Holdings	70
OTHER INFORMATION	71
Questions and Answers about the Annual Meeting and Voting	71
Note About Forward-Looking Statements	76

www.gapinc.com

Proposal No. 1 – Election of Directors 1

PROPOSALS REQUIRING

YOUR VOTE

Proposal No. 1 — Election of Directors

Nominees for Election as Directors

The Board, upon recommendation of the Governance and Sustainability Committee, has nominated the eleven people whose names are set forth below for election as directors, each nominated to serve for a one-year term until the 2023 Annual Meeting and until their successors are duly elected and qualified. Each director nominee other than Ms. Hall is a current director.

The Board has no reason to believe that any of the nominees will be unable to serve. However, if any nominee should for any reason be unavailable to serve, the Board may reduce the size of our Board in accordance with our Bylaws, or the proxies may be voted for the election of such other person to the office of director as the Board may recommend in place of the nominee. Set forth below is certain information concerning the nominees, including age, experience, qualifications and principal occupation during at least the last five years, based on data furnished by each nominee.

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

www.gapinc.com

2 Proposal No. 1 – Election of Directors

	Elisabeth B. Donohue
	Age: 56 Director since: 2021 Committee Membership: Compensation and Management Development Current Public Company Directorships: •   NRG Energy, Inc. •   AcuityAds Holdings Inc. Former Public Company Directorships Held in Last Five Years: •   Synacor, Inc.
Biography: •   Former Chief Executive Officer of Publicis Spine and a member of the Publicis Groupe Management Committee from 2017 to 2020. Global Brand President of Starcom Worldwide from 2016 to 2017. Chief Executive Officer of Starcom USA from 2009 to 2016. Experience: •   Ms. Donohue brings extensive experience in global consumer, data and digital marketing leadership, including as a former Chief Executive Officer of two leading marketing agencies.

	Robert J. Fisher
	Age: 67 Director since: 1990 Committee Membership: Governance and Sustainability (Chair)
Biography: •   Managing Director of Pisces, Inc. since 2010. Interim President and Chief Executive Officer of Gap Inc. from January 2007 to August 2007 and November 2019 to March 2020. Chair of the Board of Gap Inc. from 2004 to August 2007 and February 2015 to March 2020. Executive of Gap Inc. from 1992 to 1999. Various positions with Gap Inc. from 1980 to 1992. Experience: •   Mr. Fisher has vast retail business experience specific to Gap Inc. and its global operations, as a result of his many years serving in a variety of high-level 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.

 2022 Proxy Statement

Proposal No. 1 – Election of Directors 3

	William S. Fisher
	Age: 64 Director since: 2009 Committee Membership: None
Biography: •   Founder and Chief Executive Officer of Manzanita Capital Limited, a private equity fund, since 2001. Executive Vice Chairman of Pisces, Inc. since June 2016. Various positions with Gap Inc. from 1986 to 1998. Experience: •   Mr. Fisher brings extensive global retail and business experience to the Board as a result of his many years serving in a variety of high-level positions across Gap Inc., including President of the International Division. In addition, as a director on the boards of a number of private retail companies, including Space NK and Diptyque, he brings extensive knowledge of the global retail industry and risk oversight expertise.

	Tracy Gardner
	Age: 58 Director since: 2015 Committee Membership: Compensation and Management Development (Chair) Governance and Sustainability Current Public Company Directorships: •   Crocs, Inc.
Biography: •   Principal of Tracy Gardner Consultancy since 2010. Chief Executive Officer of dELiA*s Inc., an omni-channel retail company primarily marketing to teenage girls, from 2013 to 2014. dELiA*s Inc. filed voluntary petitions for relief under Chapter 11 in 2014. Former executive of J. Crew Group, Inc. from 2004 to 2010. Various positions with Gap Inc. from 1999 to 2004. Experience: •   With over 30 years of 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.

www.gapinc.com

4 Proposal No. 1 – Election of Directors

	Kathryn Hall
	Age: 64 Director since: N/A (New Nominee) Current Public Company Directorships: •   Cohn Robbins Holding Corporation
Biography: •   Founder and Co-Chair of Hall Capital Partners, an SEC-registered investment advisor, since 1994, and a member of the firm’s Executive Committee and Investment Review Committee. Founder and Co-Executive Chair of Galvanize Climate Solutions, a mission-driven investment platform, since 2021, and a member of the firm’s Operating Committee. General Partner of Laurel Arbitrage Partners from 1989 to 1994. Experience: •   Ms. Hall brings extensive financial and investment experience, as well as senior management and leadership experience, including as the Founder and Co-Chair of an institutional investment management firm with approximately $48 billion in assets under management. Additionally, she has substantial insights from her experience leading and developing a senior management team that is 50% women and in supporting full consequence investing, which integrates sustainability into the firm’s investment framework.

	Bob L. Martin
	Age: 73 Director since: 2002 Committee Membership: None Current Public Company Directorships: •   Conns, Inc.
Biography: •   Executive Chair, an employee role, of Gap Inc. since March 2020. Lead Independent Director of Gap Inc. from 2003 to 2015 and November 2019 to March 2020. Operating Partner of Stephens Group, Inc., a private equity group, since 2003. Principal (part-time) of Mcon Management Services, Ltd., a consulting company, since 2020. Chief Executive Officer (part-time) of Mcon Management Services, Ltd. from 2002 to 2020. Independent Consultant from 1999 to 2002. President and Chief Executive Officer of Wal-Mart International, a division of Wal-Mart Stores, Inc., from 1984 to 1999. Experience: •   Mr. Martin is a retail industry veteran with over 40 years of work experience. As the former Chief Executive Officer of Wal-Mart International, during which he ran operations in 12 countries across four continents, Mr. Martin brings extensive global governance and executive management experience, as well as a vast knowledge of international consumer brands and markets. As the former Executive Vice President and Chief Information Officer for Wal-Mart Stores, Inc., Mr. Martin also has extensive insight into the areas of information technology and supply chain capabilities and strategies specific to a global retail company.

 2022 Proxy Statement

Proposal No. 1 – Election of Directors 5

	Amy Miles
	Age: 55 Director since: 2020 Committee Membership: Audit and Finance (Chair) Current Public Company Directorships: •   Norfolk Southern Corporation •   Amgen Inc. Former Public Company Directorships Held in Last Five Years: •   Regal Entertainment Group
Biography: •   Former Chair and Chief Executive Officer of Regal Entertainment Group, a leading theater chain, from 2015 to 2018. Chief Executive Officer of Regal Entertainment Group from 2009 to 2015. Executive Vice President, Chief Financial Officer and Treasurer of Regal Entertainment Group from 2002 to 2009. Experience: •   As a former Chair, Chief Executive Officer and Chief Financial Officer, Ms. Miles has extensive finance, accounting and management experience. In addition, she brings expertise in information technology, marketing and strategic planning.

	Chris O'Neill
	Age: 49 Director since: 2018 Committee Membership: Audit and Finance
Biography: •   Chief Business Officer of Glean Technologies, Inc. since 2021. Senior Advisor to Portage Ventures, the venture capital arm of Sagard Holdings, since 2021, and General Partner from 2020 to 2021. 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. Experience: •   Mr. O’Neill's experience as a technology executive, 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.

www.gapinc.com

6 Proposal No. 1 – Election of Directors

	Mayo A. Shattuck III
	Age: 67 Director since: 2002 Committee Membership: Audit and Finance Governance and Sustainability Current Public Company Directorships: •   Capital One Financial Corporation •   Exelon Corporation (not standing for reelection) Former Public Company Directorships Held in Last Five Years: •   Alarm.com Holdings, Inc.
Biography: •   Non-Executive Chairman of Exelon Corporation, an energy company, since 2013 (Mr. Shattuck is not standing for reelection to the board of Exelon Corporation at its annual meeting in 2022). Executive Chairman of Exelon Corporation from 2012 to 2013. Chairman, Chief Executive Officer, and President of Constellation Energy Group from 2002 to 2012. Experience: •   With his experience as a director of three 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.

	Salaam Coleman Smith
	Age: 52 Director since: 2021 Committee Membership: Compensation and Management Development Current Public Company Directorships: •   Pinterest, Inc. •   Enjoy Technology, Inc.
Biography: •   Former Executive Vice President at The Walt Disney Company’s Disney ABC Television Group from 2014 to 2016, overseeing strategy and programming for ABC Family’s Freeform channel. Various senior executive roles at Comcast NBCUniversal from 2003 to 2014, including President of Style Network from 2008 to 2013. Senior executive at Viacom from 1993 to 2002, including serving as a senior executive within MTV Networks International Division and helping Nickelodeon’s global expansion in Europe, Asia, and Latin America. Experience: •   With over 23 years of media and entertainment industry experience at three global companies, Ms. Coleman Smith brings experience in strategy and change management, leading organizations through periods of significant transformation and growth. Additionally, she has substantial insights from her experience developing and leading a diverse and inclusive management team in the media industry.

 2022 Proxy Statement

Proposal No. 1 – Election of Directors 7

	Sonia Syngal
	Age: 52 Director since: 2020 Committee Membership: None
Biography: •   Chief Executive Officer of Gap Inc. since March 2020. President and Chief Executive Officer, Old Navy from April 2016 to March 2020. Executive Vice President, Global Supply Chain and Product Operations of Gap Inc. from February 2015 to April 2016. Executive Vice President, Global Supply Chain of Gap Inc. from November 2013 to January 2015. Since joining Gap Inc. in 2004, Ms. Syngal has served in key leadership and general management roles including Managing Director for Gap Inc.'s Europe business, Senior Vice President for Gap Inc.'s International division and Senior Vice President for Gap Inc.'s International Outlet division. Prior to joining Gap Inc., Ms. Syngalhad a long career in Fortune 500 product companies, including Sun Microsystems where she led manufacturing operations, logistics and supply chain management, and at Ford Motor Company where she held roles in product design, quality and manufacturing engineering. Experience: •   As a result of her service as President and Chief Executive Officer of Gap Inc. and Old Navy, as well as her service in other senior positions at Gap Inc., Ms. Syngal has extensive experience as a leader in the global retail industry, including specific expertise in management, talent development, supply chain and global operations.

Robert J. Fisher and William S. Fisher are brothers. Biographical information concerning our executive officers who are not also directors is set forth in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022.

Departing Directors

John J. Fisher, who has served as a director of the Company since 2018, and Jorge P. Montoya, who has served as a director of the Company since 2004, are not standing for reelection at our 2022 Annual Meeting. The Board thanks Mr. Fisher and Mr. Montoya for their years of dedicated service to the Board and significant contributions to the Company.

www.gapinc.com

8 Proposal No. 1 – Election of Directors

Director Selection and Qualification

Directors are elected at each Annual Meeting to serve until the next Annual Meeting and until their successors are duly elected and qualified. Pursuant to our Bylaws, in the event of a vacancy on the Board (resulting from an increase in the authorized number of directors or otherwise), the Board will appoint a director to serve until his or her successor is duly elected and qualified.

The Governance and Sustainability Committee understands the vital role that a strong board composition with a diverse set of skills plays in effective oversight. The Committee is responsible for identifying, evaluating, and recommending qualified candidates to the Board and it regularly assesses the current needs of the Board to help ensure that directors possess an appropriate mix of skills considering the Company’s current and anticipated strategic needs. In addition, the Board believes that varying tenures and perspectives create a balance between directors with a deeper knowledge of the Company's business, operations and history, and directors who bring new and fresh perspectives, which is important to the effectiveness of the Board’s oversight of the Company.

When assessing desired characteristics, skills, and backgrounds, the Committee considers, among other things, the Board’s current skill set, the Company’s long-term strategic plan and objectives, potential director retirements, and director feedback provided in connection with the Board’s annual self-assessment process. Director nominees are then identified and considered on the basis of knowledge, experience, integrity, leadership, reputation, and ability to understand the company’s business, as well as their inclination to engage and intellectual approach. In addition, nominees are expected to possess certain core competencies, some of which may include experience in retail, consumer products, international business/markets, real estate, store operations, logistics, product design, merchandising, marketing, general operations, strategy, human resources, technology, media or public relations, finance or accounting, or experience as a CEO or CFO.

Nominees are pre-screened to ensure each candidate has qualifications which complement the overall core competencies of the Board, including background evaluations and independence determinations. The Chair of the Board, CEO, and at least two independent directors interview any qualified candidates prior to nomination. Other directors and members of management interview each candidate as requested by the Chair of the Board, CEO, or Chair of the Governance and Sustainability Committee.

The Board believes that diversity, including differences in backgrounds, qualifications, experiences, and personal characteristics, including gender and ethnicity/race, is important to the effectiveness of the Board’s oversight of the Company, and considers diversity as a factor when evaluating and recommending potential nominees. The Board believes that its criteria for selecting nominees are effective in promoting overall diversity.

The Governance and Sustainability Committee engages third-party search firms to identify potential director nominees. The Committee, in collaboration with the search firm, may develop targeted search specifications. Any search firm used to identify potential nominees is instructed to include qualified candidates who reflect diverse backgrounds in its initial list of candidates. These consultants have assisted the Committee in identifying a diverse pool of qualified candidates and in evaluating and pursuing individual candidates at the direction of the Committee. Ms. Donohue was identified as a potential candidate by a third-party search firm.

The Governance and Sustainability Committee will also consider director nominees recommended by our shareholders pursuant to our Bylaws. See “Other Information—Questions and Answers about the Annual Meeting and Voting” for more information.

Director Nominee Demographics

* Tenure and age are measured as of the filing date of this Proxy Statement.

 2022 Proxy Statement

Proposal No. 1 – Election of Directors 9

Board Self-Assessment

Annually, the Board conducts a formal review process to assess the composition and performance of the Board, each standing committee of the Board, and each individual director. The Governance and Sustainability Committee oversees the annual review process. The self-assessment is conducted to identify opportunities for improvement and skill set needs, as well as to ensure that the Board, the standing committees, and individual directors have the appropriate blend of diverse experiences and backgrounds, and are effective and productive.

As part of the process, each director completes a survey, or participates in an interview or other method the Governance and Sustainability Committee utilizes to seek feedback. Results are aggregated and summarized for discussion purposes. Responses are not attributed to any individual director and are kept confidential to ensure honest and candid feedback is received. The Chief Legal Officer also meets privately with individual directors to solicit additional feedback. Following these discussions, the Committee reviews the self-assessment results and discusses opportunities and makes recommendations for improvement as appropriate with the full Board, which implements agreed upon improvements A director will not be nominated for reelection to the Board unless it is affirmatively determined that he or she is substantially contributing to the overall effectiveness of the Board.

2021 Board Self-Assessment Process

www.gapinc.com

10 Proposal No. 1 – Election of Directors

Key Director Attributes

The Board endeavors to represent a range of skills, characteristics, and qualifications that contribute to the Board’s oversight responsibilities. The following matrix displays the most significant skills, characteristics, and qualifications that each director nominee possesses, and that the Board believes are relevant to oversight of our business strategy. The Committee and the Board considered these skills, characteristics, and qualifications in determining to recommend each director to be nominated for election.

Director Nominee Skills and Qualifications

 2022 Proxy Statement

Proposal No. 1 – Election of Directors 11

Director Independence

There will be at least a majority of independent directors as defined under SEC and NYSE rules on the Board. In addition, the Board believes that it is most desirable for independent directors to constitute two-thirds or more of the Board, and is committed to maintaining such levels barring unforeseen circumstances, including mid-year resignations. For a nominee to be considered an independent director, the Board must affirmatively determine that the director has no material relationship with the Company.

The Board evaluated the independence of each person who served as a director during fiscal 2021 and has determined that Elisabeth B. Donohue, John J. Fisher, Robert J. Fisher, William S. Fisher, Tracy Gardner, Isabella Goren, Amy Miles, Jorge P. Montoya, Chris O’Neill, Mayo A. Shattuck III, Elizabeth Smith and Salaam Coleman Smith are, or in the case of former directors, were independent under SEC and NYSE rules and have or had no direct or indirect material relationships with the Company. The Board also evaluated the independence of each other director nominee and has determined that Kathryn Hall, if elected, would be independent under SEC and NYSE rules and would not have a direct or indirect material relationship with the Company. In particular, the Board has determined that none of these directors or director nominees have or would have relationships that would cause them not to be independent under the specific criteria of Section 303A.02 of the NYSE Listed Company Manual. In making this determination with respect to John, Robert and William Fisher, the Board considered the following factors: (i) with the exception of Robert Fisher’s brief periods of service during 2007 and 2019 to 2020 as Interim President and CEO of the Company during CEO transitions, neither John, Robert nor William Fisher has served as an officer of the Company in over 20 years; and (ii) NYSE guidance indicates that ownership of even a significant amount of stock does not preclude a finding of independence. After consideration of these factors, the Board concluded that there is no material relationship between the Company and John, Robert and William Fisher that would impact their independence under NYSE rules. Mr. Martin and Ms. Syngal were determined to not be independent by virtue of their employment with the Company.

Director Nominee Independence

www.gapinc.com

12 Corporate Governance

Corporate Governance

Corporate Governance Highlights

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

INDEPENDENT OVERSIGHT
Majority Independent Board	We are committed to maintaining at least two-thirds independent directors on our Board. Currently, 10 of 12 directors are independent, and 9 of 11 director nominees are independent.
Independent Board Committees	Each of our standing Board committees is composed solely of independent directors.
Board Committee Charters	Each of our standing Board committees has a charter outlining the committee’s duties and responsibilities. We review each committee’s charter annually to align with new requirements and developing best practices.
Separate Board Chair and CEO Roles	We have separated the positions of CEO and Chair of the Board since February 2015 (other than from November 2019 to March 2020 when Robert Fisher served as our Interim President and CEO).
Independent Executive Sessions	At every Board meeting, time is set aside for the independent directors to meet in executive session.

 2022 Proxy Statement

Corporate Governance 13

BOARD STRUCTURE
Director Diversity	Our directors have diversity of backgrounds, qualifications, experiences, and personal characteristics, including gender and ethnicity/race. As described in our Corporate Governance Guidelines, the Board believes that diversity is important to the effectiveness of the Board’s oversight of the Company.
Director Overboarding Policy	As described in our Corporate Governance Guidelines, directors who are full-time employees of other companies should not serve on more than three public company Boards, and directors who are retired from full-time employment should not serve on more than four public company Boards (in each case, including the Company’s).
Annual Self-Assessment	Annually, the Board conducts a formal review process to assess the composition and performance of the Board, each standing committee of the Board, and each individual director
Annual Board Independence Assessment	Annually, we review the independence status of our directors. We require directors to inform us of changes in circumstances that would affect their independence status.
Director Onboarding and Education	Directors are expected to complete a formal onboarding program within six months of joining the Board. Directors are encouraged to periodically attend appropriate continuing education programs.

COMPENSATION PRACTICES
Compensation Consultant Independence Policy	We require our compensation consultant to be independent under NYSE rules, and we review its independence status annually.
Director and Executive Stock Ownership Guidelines	We have director and executive stock ownership guidelines. All directors and covered executives either meet the requirements or are on track to meet them within the required timeframe as of the date of this Proxy Statement.
Anti-Hedging and Pledging Policies	Directors and covered executives are prohibited from hedging Company stock or pledging Company stock as collateral.
No Single-Trigger Change in Control Arrangements	We do not have arrangements that provide for single-trigger change in control benefits.
Executive Compensation Recoupment Policy	We have adopted a policy regarding the recoupment of incentive compensation for covered executives in certain situations, including when management misconduct or gross negligence results in materialfinancial, reputational or other harm to the Company.

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14 Corporate Governance

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines that outline, among other matters, the role and functions of the Board, the responsibilities of the various Board committees, and the procedures for shareholders to communicate with and report concerns to the Board. We review our Corporate Governance Guidelines annually to align with new requirements and developing best practices.

Our Corporate Governance Guidelines are available at www.gapinc.com (follow the Investors, Governance links).

Additional Corporate Governance Information

If you would like further information regarding our corporate governance practices, please visit the Governance and Corporate Compliance sections of www.gapinc.com (follow the Investors, Governance and Investors, Corporate Compliance links). Those sections include:

• Our Corporate Governance Guidelines;

• Our Code of Business Conduct;

• Our Committee Charters;

• Our Certificate of Incorporation;

• Our Bylaws;

• Our Executive Stock Ownership Policy;

• Our Executive Compensation Recoupment Policy;

• Our Political Engagement Policy;

• How interested parties may communicate with our Board of Directors and with our Corporate Secretary; and

• How employees and others may report suspected violations of our Code of Business Conduct, including accounting or auditing concerns, directly to our Global Integrity team. 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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Corporate Governance 15

Risk Oversight

BOARD OVERSIGHT OF RISK

Board of Directors The Board is responsible for oversight of the business, affairs and integrity of the Company, determination of the Company’s mission, long-term strategy and objectives, and oversight of the Company’s risks while evaluating and directing implementation of Company controls and procedures.
While the Board has the ultimate oversight responsibility for the risk management process, risk management is also facilitated through the work of the Board committees which are composed entirely of independent directors and provide regular reports to the Board regarding the matters they review. The committees also meet with our Chief Financial Officer, Chief Internal Auditor, Chief Legal and Compliance Officer and Corporate Secretary, and other members of senior management regarding our risk management processes and controls. The key risk management areas for our Board committees are described below.
	Audit and Finance ✓Our financial statements and internal controls ✓Our independent auditors ✓The Internal Audit function ✓Our Corporate Compliance program ✓Our Data Privacy and Cybersecurity programs ✓Legal and regulatory matters ✓Finance matters	Compensation and Management Development ✓Our compensation programs and policies ✓Senior management development, retention, and succession planning ✓Human capital management	Governance and Sustainability ✓Board and committee composition and evaluation ✓Corporate governance matters ✓Environmental, social, community and sustainability matters

Enterprise Risk Assessment

Annually, the Company’s Internal Audit department performs a comprehensive enterprise risk assessment encompassing a number of significant areas of risk identified using a risk framework, including strategic, operational, compliance, financial, sustainability, and reputational risks, and the economic impact of climate change. The Company has established a Risk Committee, which includes the heads of Finance, Legal, Digital/Tech, Human Resources, Operations & Supply Chain, and Internal Audit, as well as a rotating brand president. The Risk Committee is responsible for overseeing the assessment process designed to gather data regarding key enterprise risks, emerging risks and key third-party dependencies that could impact the Company’s ability to achieve its objectives and execute its strategies. Primary assessment methods include interviews and surveys with employees, key executives and Board members, review of critical Company strategies and initiatives, regulatory changes and monitoring of emerging industry trends and issues.

The assessment results are reviewed by the CEO and the Risk Committee and are presented to the Board to facilitate discussion of high-risk areas. The results provide the foundation for the annual Internal Audit plan, management’s monitoring and risk mitigation efforts, and ongoing Board oversight. The Risk Committee meets periodically to monitor key enterprise risks and review and adjust the risk mitigation plans accordingly. In addition, on a regular basis, management communicates with the Board, both formally and informally, about key initiatives, strategies and industry developments, in part to assess and manage the potential risks.

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16 Corporate Governance

COVID-19 PANDEMIC RESPONSE

The Board together with management continues to oversee our ongoing efforts to mitigate financial and human capital management risk exposures associated with the COVID-19 pandemic. We remain committed to protecting the health and safety of our employees and their families, as well as the health and safety of our customers. In 2020, we committed to evolving our health and safety practices as we safely reopened stores with a strategic plan to deliver a safe shopping experience for our communities. We will continue to base our safety protocols on the standards of the Centers for Disease Control and Prevention (CDC) and the World Health Organization (WHO), as well as local government mandates.

Further information regarding our response to the COVID-19 pandemic is available at www.gapinc.com (follow the News, Coronavirus Response links).

CYBERSECURITY RISK OVERSIGHT

Securing the information we receive and store about our customers, employees, vendors, and other third parties is a priority. We have systems in place to safely receive and store that information and to detect, contain, and respond to data security incidents. While everyone at the Company plays a part in managing these risks, oversight responsibility is shared by the Board, the Audit and Finance Committee, and management.

To respond to the threat of security breaches and cyberattacks, the Company’s Chief Information Security Officer oversees a program that is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the Company. The program includes the annual cybersecurity training of all employees as well as targeted cybersecurity awareness and education activities throughout the year. The program also includes a cybersecurity incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. Additionally, the Company maintains a cybersecurity risk insurance policy. The Audit and Finance Committee receives quarterly reports from the Chief Information Security Officer and the Chief Information Officer. The Audit and Finance Committee regularly briefs the Board on these matters, and the Board also receives periodic briefings on cybersecurity threats to augment our directors’ literacy on cybersecurity issues.

COMPENSATION RISK ASSESSMENT

One of the goals of the Company’s compensation programs is to encourage an appropriate level of risk-taking, consistent with the Company’s business strategies.

On an annual basis, management conducts a comprehensive overall review of each of the Company’s compensation policies and practices for the purpose of determining whether any risks arising from those policies and practices are reasonably likely to have a material adverse effect on the Company. As a part of this review, each of the Company’s compensation policies and practices were compared to a number of specific factors that could potentially increase risk, including the specific factors that the SEC has identified as potentially triggering disclosure. The Company balanced these factors against a variety of mitigating factors. Examples of some of the mitigating factors are:

• Compensation policies and practices are structured similarly across business units;

• The risk of declines in performance in our largest business units is well understood and managed;

• Incentive compensation expense is not a significant percentage of any unit’s revenues;

• For executives, a significant portion of variable pay is delivered through long-term incentives, which carry vesting schedules over multiple years;

• A mix of compensation vehicles and performance measures is used;

• Stock ownership requirements for executives are in place;

• Payouts of material cash and equity incentive plans are capped at all levels;

• Threshold levels of performance must be achieved for the bulk of variable pay opportunities; and

• A clawback policy is in place allowing for recoupment in the event of management misconduct or gross negligence resulting in a financial restatement or material financial, reputational or other harm to the Company.

Management’s assessment was also presented to the Company’s Chief Compliance Officer and the Chair of the Compensation and Management Development Committee. As a result of management’s review, the Company determined that any risks arising from its compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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Corporate Governance 17

Environmental, Social & Governance (ESG)

BOARD OVERSIGHT OF ESG

The Board is actively involved in oversight of our ESG strategy, given the importance that the Company believes ESG strategies have in achieving its long-term growth objectives. The Board and/or certain of its committees receive regular updates from the Chief Growth Transformation Officer, who oversees the Company’s ESG activities and strategies, as well as from other senior leaders. The Governance and Sustainability Committee oversees the Company’s ESG activities and goals, including strategies to support the sustainable growth of the Company’s business, and regularly discusses ESG issues at its meetings, and provides regular updates to the full Board regarding the Company’s ESG activities and strategies. Additionally, the Compensation and Management Development Committee oversees the Company’s policies and strategies relating to its human capital management function, including, among others, policies and strategies relating to equal pay and workforce diversity, and provides regular updates to the full Board regarding the Company’s human capital management, equal pay, and workplace diversity activities and strategies. The Board, taking into account its committees’ reports, monitors ESG risks and opportunities as part of its risk management responsibility.

The Chief Growth Transformation Officer is part of the Senior Leadership Team and meets regularly with leaders across the Company, including from our Sourcing, Production, Brand and Operations teams. The ESG team works closely with our brands’ Product and Marketing teams, and our Equality & Belonging, Human Resources, Supply Chain, Government Affairs and Legal teams, among others.

As described above, our Internal Audit department and Risk Committee, with representatives from our Senior Leadership Team, perform an annual enterprise risk assessment that encompasses risks related to sustainability and climate change, which is reviewed by the CEO, the Board and the Senior Leadership Team. In addition, the ESG team works with business partners and experts to assess and manage business risks, including the risks that climate change and environmental impacts could pose to our business.

OUR ESG STRATEGY

Our ESG strategy aligns with the global sustainable development agenda and is guided by frameworks including, but not limited to, the United Nations (UN) Guiding Principles on Business and Human Rights and the Paris Agreement on climate change. We are integrating ESG more deeply into our business to create greater impact across our value chain and support our long-term strategies. We focus on issues where we have the greatest opportunities for influence and impact: advancing people and communities, improving working conditions, water stewardship, climate resilience, waste and circularity and product sustainability.

Gap Inc. is committed to respecting the dignity of all people and communities. Our Human Rights Policy is available at www.gapinc.com (follow the Values, Sustainability, Social links).

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18 Corporate Governance

CORE ESG FOCUS AREAS

We are striving to build a more sustainable future for our business, global community, people and planet. To accomplish this, our ESG team is focused on the following three core pillars, which have enabled us to make strides towards our goals:

Enriching Communities

We believe that a clean and healthy planet is a fundamental human right. Our environmental approach centers on addressing climate, waste and water issues by creating more sustainable products. We strive to create a net positive impact for communities that are disproportionately affected by environmental issues like climate change and the water crisis. In 2021, we earned two A- scores from CDP for transparently acting to protect the climate and use water responsibly. The USAID Gap Inc. Women + Water Alliance aims to empower women and improve community water resilience in a part of India where water stress and poverty are acute aspects of daily life. With the support of our partners—CARE, Water.org, WaterAid and the Institute for Sustainable Communities—this program already has helped 1.5 million people in Madhya Pradesh and Maharashtra. Because most of our climate and water impacts originate in our supply chain production, we engage suppliers directly with our Mill Sustainability and Water Quality Programs to improve resource efficiency and reduce emissions.

Empowering Women and Labor & Human Rights

We believe that all women and girls deserve to reach their full potential and to find and use their voices. Leveraging strategic partnerships with our suppliers, local governments and schools, we reached over one million women and girls through our Personal Advancement & Career Enhancement (P.A.C.E.) program since launching in 2007, which helps women reach their full potential and change the power structures that marginalize them at work and in their communities. We use our Assessment and Remediation Program to evaluate our suppliers and incentivize improvements by driving more business toward the highest-performing facilities. Our approach begins with assessments conducted by Gap Inc., ILO Better Work and the Social & Labor Convergence (SLCP) and through these assessments, we rate each facility using a color-coded system with “green” designated to high-performing facilities with no critical and few violations. At the end of 2021, 67% of our facilities were green-rated, and we are on track to reach 80% green-rated factories by 2025. These programs work together to protect human rights, remove barriers and enhance women’s empowerment and opportunity.

Enabling Opportunity

We believe that enabling opportunity means ensuring employees have the skills they need to build truly fulfilling careers with us. Our purpose to be “Inclusive, by Design” drives our work on programs that ensure diversity is a major feature of our talent pipeline. Old Navy’s This Way ONward program provides first jobs and career development for opportunity youth, growing our diverse and inclusive teams. In 2021, Old Navy hired 3% of entry-level store employees through This Way ONward and is on track to meet its goal of 5% by 2025. We released our first standalone Equality & Belonging (E&B) report, summarizing developments, actions and progress towards our goal to foster a strong culture of inclusivity. We also received a perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index for the 15^th year in a row.

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Corporate Governance 19

OUR MANAGEMENT APPROACH TO ESG

We take the following approach in all our social and environmental programs:

Integrate sustainability into our business – We seek to integrate ESG as part of our end-to-end business strategy, through the creation of our products and through all our operations. We create accountability for our ESG strategy by setting goals across Gap Inc. that are shared with the relevant business units. Our ESG team is integrated into our brands and operations to enable sustainability outcomes.

Set ambitious goals – We focus on key indicators across our company so that we can measure our progress on delivering real benefits to the people and communities we serve.

Make progress towards our commitments – We strive to contribute in a meaningful way to the people and places we rely on for our business—which we believe also helps our company succeed.

Partner with civil society, governments and other sectors to increase collective impact – By partnering with organizations from the local to the global level, we are helping to deliver impact on a bigger scale and create long-term, sustainable progress.

For more information regarding our commitment to sustainability, please see our most recent Annual ESG Report available at www.gapinc.com (follow the Values, Sustainability links). Our most recent Equality & Belonging Report is also available at www.gapinc.com (follow the Values, Equality & Belonging links).

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20 Corporate Governance

Communication with Directors

Shareholders and other interested parties can send direct communications to our Board of Directors (through our Chair of the Board and Corporate Secretary) by email to: board@gap.com. Matters may be referred to the entire Board, Board committees, individual directors and other departments within the Company, as appropriate.

Code of Business Conduct

Our Code of Business Conduct is designed to promote a responsible and ethical work environment and applies to all Gap Inc. employees and directors. The Code contains our policies and expectations on a number of topics, including workplace standards, conflicts of interest, legal compliance, Company information and assets, and political contributions and activities. All employees worldwide receive a copy of the Code when they join the Company, and are required to complete an overview training course and agree in writing to comply with it. On an annual basis, senior employees are required to certify compliance with the Code.

In addition, the Audit and Finance Committee oversees the Company’s Corporate Compliance Program, which includes procedures for the (i) receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and (ii) confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters and other matters under the Company’s Code of Business Conduct.

OurCode of Business Conductis available at www.gapinc.com (follow the Investors, Corporate Compliance links).

Political Engagement Policy

The Company believes that it is important to participate in the political and regulatory processes on issues that affect our business and community interests. We have adopted a Political Engagement Policy that covers, among other things, the use of corporate funds to make political contributions. The Government Affairs team manages and oversees the Company’s political activities. Corporate contributions are reviewed annually by the Board. The Board also receives periodic updates regarding the Company’s political activities.

The Company also provides employees with the opportunity to contribute to the Gap Inc. Political Action Committee (“Gap PAC”). Gap PAC is a separate legal entity with its own oversight council that is funded solely from voluntary contributions made by eligible employees, directors, shareholders, and their families. The Senior Director of Government Affairs manages and oversees all Gap PAC contributions after consultation and approval by the Gap PAC oversight council.

OurPolitical Engagement Policyis available at www.gapinc.com (follow the Investors, Governance links).

Policies and Procedures with Respect to Related Party Transactions

The Board is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. The Compensation and Management Development Committee’s charter requires that the members of that Committee, all of whom are independent directors, approve all of the Company’s executive compensation policies and programs and all compensation awarded to executive officers. The Audit and Finance Committee’s charter requires that the members of the Audit and Finance Committee, all of whom are independent directors, review and approve all related party transactions that are required to be disclosed under SEC rules. In the event a transaction involves a committee member, that member will recuse him or herself from the approval of the transaction.

Certain Relationships and Related Transactions

There are no transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

See "Policies and Procedures with Respect to Related Party Transactions" for a description of the Company's policies and procedures for the review and approval of Related Party Transactions.

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Corporate Governance 21

Board Leadership Structure and Independent Oversight

Bob Martin was appointed Executive Chair of the Board, an employee role, in March 2020. At the Board’s request, Mr. Martin serves as an advisor to our CEO and as a member of management. As a result of his service to the Company as an employee, Mr. Martin is not considered an independent director. The Board believes that Mr. Martin’s service as Executive Chair and as an advisor to our CEO continues to be in the best interests of the Company and its shareholders, as our CEO and the Board are both able to benefit from his extensive knowledge of the retail industry and experience overseeing global retail companies.

We believe in the importance of independent oversight. We ensure that this oversight is truly independent and effective through a variety of means, including:

• We have separated the positions of CEO and Chair of the Board since February 2015 (other than during the period from November 2019 to March 2020 when Robert Fisher served as Interim President and CEO). We believe that separating these positions provides the mostappropriate leadership structure at this time. Our CEO is responsible for day-to-day leadership and for setting thestrategic direction of the Company, while the Chair of the Board oversees the functioning of the Board and its oversight responsibilities and acts as a strategic advisor to our CEO.

• 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.

• Our Corporate Governance Guidelines provide that if the Chair of the Board is not anindependent director and the Board determines it is appropriate, the independent directors will designate an independent director to serve as Lead Independent Director. If no Lead Independent Director is designated, the independent directors will designate at each meeting an independent director to lead the executive sessions of the independent directors. Currently, an independent director is designated to lead each executive session and no Lead Independent Director has been designated.

• At each regularly scheduled Board meeting, all independent directors are typically scheduled to meet in anexecutive session without the presence of any management directors.

• Each standing Board committee (Governance and Sustainability,Audit and Finance, and Compensation and Management Development) is required to be composed solely of independent directors.

Governance and Sustainability Committee

Members: Robert J. Fisher (Chair); Tracy Gardner; Mayo A. Shattuck III.

The Board’s Governance and Sustainability Committee is composed solely of independent directors.

This Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to:

• The Company’s corporate governance matters, including the annual review of our Corporate Governance Guidelines.

• The annual self-assessment of the Board, its committees and individual directors.

• The identification and selection of director nominees.

• Oversight of the Company’s programs, policies and practices relating to environmental, social and community, and governance issues and impacts to support the sustainable growth of the Company’s business.

• Such other duties as directed by the Board of Directors.

The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Governance and Sustainability Committee Charter links).

Audit and Finance Committee

Members: Amy Miles (Chair); Chris O’Neill; Mayo A. Shattuck III. Isabella D. Goren, who resigned from the Board effective December 31, 2021, served on the Audit and Finance Committee in fiscal 2021.

The Board’s Audit and Finance Committee is composed solely of independent directors.

This Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to:

• The integrity of our financial statements.

• The adequacy of our internal controls.

• Compliance with legal and regulatory requirements.

• The qualifications and independence of the independent registered public accounting firm and the performance of its audits.

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22 Corporate Governance

• The performance of the Internal Audit function.

• Oversight of our Corporate Compliance program.

• Finance matters.

• Oversight of our Data Privacy and Cybersecurity programs.

• Such other duties as directed by the Board of Directors.

In addition, the Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm.

The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Audit and Finance Committee Charter links).

AUDIT COMMITTEE FINANCIAL EXPERT

Our Board of Directors has determined that the Audit and Finance Committee has two current members who are “audit committee financial experts” as determined under Regulation S-K Item 407(d)(5) of the Securities Exchange Act of 1934: Ms. Miles and Mr. Shattuck, each of whom is an independent director. See Ms. Miles’ and Mr. Shattuck’s biographies in "Nominees for Election as Directors" for information regarding their relevant experience.

Compensation and Management Development Committee

Members: Tracy Gardner (Chair); Elisabeth B. Donohue; Jorge P. Montoya (not standing for reelection); Salaam Coleman Smith. Elizabeth A. Smith, who resigned from the Board effective June 18, 2021, and Chris O’Neill served on the Compensation and Management Development Committee in fiscal 2021.

The Board’s Compensation and Management Development Committee is composed solely of independent directors.

This Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to:

• Executive officer and director compensation.

• Succession planning for senior management.

• Development and retention of senior management.

• Human capital management.

• Such other duties as directed by the Board of Directors.

The Committee’s charter is available at www.gapinc.com (follow the Investors, Governance, Compensation and Management Development Committee Charter links).

The Committee approves all of the Company’s executive compensation policies and programs and all compensation awarded to executive officers. Our CEO evaluates each executive officer and discusses with the Committee her assessment and recommendations for compensation. The CEO is not present during the Committee’s deliberations about her own compensation. The Committee also oversees senior management development, retention, and succession plans.

The Committee approves grants of stock units and stock options to employees at the Vice President level or above, and has delegated authority, within defined parameters, to the CEO or, in the CEO’s absence, the Committee Chair to approve grants of stock units to employees below the Vice President level (see “Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” for more details). The Committee has also delegated authority, within defined parameters, to the Company’s Human Resources personnel to make certain non-material changes to the Company’s employee benefit plans.

INDEPENDENT COMPENSATION CONSULTANT

The Committee has engaged Frederic W. Cook & Co. as its independent executive compensation consultant. The consultant provides advice to the Committee from time to time on our executive compensation program structure and specific individual compensation arrangements (see “Executive Compensation and Related Information—Compensation Discussion and Analysis—Role of the CEO and Compensation Consultant” for more details). In addition, under NYSE rules, the Committee can only retain a compensation advisor after considering six independence factors: (a) whether the advisor’s firm provides other services to the Company, (b) the fees received by the advisor’s firm from the Company as a percentage of the firm’s overall revenue, (c) the policies and procedures of the advisor’s firm designed to prevent conflicts of interest, (d) any business or personal relationship between the advisor and a member of the Committee, (e) any stock of the Company owned by the advisor, and (f) any business or

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Corporate Governance 23

personal relationship of the advisor or advisor’s firm with an executive officer of the Company. Based on a review of the Committee’s relationship with its compensation consultant and an assessment considering these six independence factors, the Committee has identified no conflicts of interest and confirmed the independence of Frederic W. Cook & Co.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2021, Ms. Donohue, Ms. Gardner, Jorge P. Montoya, Mr. O’Neill, Elizabeth A. Smith, and Ms. Coleman Smith served on the Compensation and Management Development Committee of the Board of Directors. Ms. Gardner was previously an officer of the Company from 1999 to 2004. No member of the Committee, while serving on the Committee, was at any time during fiscal 2021 an officer or employee of the Company, and no member of the Committee had any relationship requiring disclosure under Item 404 of Regulation S-K. During fiscal 2021, none of our executive officers served on the board of directors or compensation committee of any company where one of that company’s executive officers served as one of our directors.

Board and Committee Meetings in Fiscal 2021

The Board met 8 times during fiscal 2021. The following table lists the current members of each Board committee and the number of committee meetings held during fiscal 2021:

Name	Audit & Finance	Compensation & Management Development	Governance & Sustainability
Elisabeth B. Donohue		●
John J. Fisher(1)
Robert J. Fisher			Chair
William S. Fisher
Tracy Gardner		Chair	●
Amy Miles(2)	Chair
Bob L. Martin
Jorge P. Montoya(3)		●
Chris O'Neill	●
Mayo A. Shattuck III	●		●
Salaam Coleman Smith		●
Sonia Syngal
Number of Meetings	8	6	5

⁽¹⁾ Mr. Fisher is not standing for reelection at the 2022 Annual Meeting.

⁽²⁾ Ms. Miles was appointed to serve as the Chair of the Audit and Finance Committee in November 2021.

⁽³⁾ Mr. Montoya is not standing for reelection at the 2022 Annual Meeting.

Directors are expected to attend all meetings of the Board and committees on which they sit. Each incumbent director attended at least 75% of the meetings of the Board and committees on which he or she served in fiscal 2021. In addition, individual Board members often work together and with management outside of formal meetings.

The independent directors are typically scheduled to meet without the presence of management directors during each regularly scheduled Board meeting. As no Lead Independent Director has currently been designated, the independent directors designate at each meeting an independent director responsible for organizing, managing and presiding over non-management and independent director sessions of the Board, and reporting on outcomes of such sessions to the CEO, as appropriate.

Attendance of Directors at Annual Meetings of Shareholders

Our policy regarding attendance by directors at our Annual Meeting of Shareholders states that our Chair of the Board and committee chairs should attend and be available to answer questions at our Annual Meeting, if reasonably practicable. Our policy also encourages all other directors to attend. 12 of 13 of our then current directors attended our 2021 Annual Meeting.

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24 Corporate Governance

Stock Ownership Guidelines for Directors

We have adopted minimum stock ownership guidelines for our directors. Each non-management director should, within three years of joining the Board of Directors, hold stock (which includes deferred stock units) of the Company worth at least five times the annual base retainer then in effect. Management directors are required to own stock of the Company in accordance with our stock ownership requirements for executives, described in “Executive Compensation and Related Information—Compensation Discussion and Analysis—Stock Ownership Requirements for Executive Officers / Hedging and Pledging Prohibitions.” All directors are either in compliance with our stock ownership guidelines or had remaining time and were on track to do so as of the date of this Proxy Statement.

Insider Trading Policy and Restrictions on Hedging and Pledging

Our Code of Business Conduct prohibits all Company employees from trading in the Company’s stock while in possession of material non-public information and from tipping others with that information. Additionally, our Securities Law Compliance Manual prohibits trading in the Company’s stock by all Company insiders, including directors, during designated blackout periods (which may be extended or invoked during unscheduled periods). All Company insiders must confirm by email that a blackout period is not in effect prior to trading. Members of the Senior Leadership Team, Finance Department Vice Presidents and above, all Chief Financial Officers and directors must also contact our Legal Department for trading clearance.

Our Securities Law Compliance Manual, which is applicable to all Company insiders, including our directors, employees at the Vice President level or above, and others who have access to Company-wide financial or sensitive nonpublic information, prohibits speculation in the Company’s stock, including short sales, hedging or publicly-traded option transactions. Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds, all of which are prohibited. All Company officers subject to Rule 16a-1(f) of the Securities Exchange Act of 1934 and directors are also prohibited from holding the Company’s stock in a margin account as collateral for a margin loan or otherwise pledging Company stock as collateral.

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Compensation of Directors 25

Compensation of Directors

Annual Retainers

The table below shows the annual retainers we paid to our non-employee directors in fiscal 2021 as well as the amounts payable for fiscal 2022 (which will remain the same).  

FISCAL YEAR 2021 AND 2022 DIRECTOR CASH COMPENSATION⁽¹⁾

	2021		2022
Annual Retainer	$	90,000	$	90,000
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		10,000		10,000
Additional Annual Retainer for Committee Chairs
Audit and Finance Committee		25,000		25,000
Compensation and Management Development Committee		20,000		20,000
Governance and Sustainability Committee		15,000		15,000
Additional Annual Retainer for Chairman of the Board(2)		200,000		200,000
Additional Annual Retainer for Lead Independent Director(3)		40,000		40,000

⁽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. No director received this fee in fiscal 2021.

⁽²⁾ Not applicable to any director in fiscal 2021. Mr. Martin received compensation in fiscal 2021 for his role as Executive Chair and as an advisor to our CEO as set forth below.

⁽³⁾ Not applicable to any director in fiscal 2021.

Employee directors (including Mr. Martin and Ms. Syngal in fiscal 2021) are not eligible to receive annual retainer fees and are not eligible to serve on committees.

BOARD CHAIR ROLE AND ADVISOR COMPENSATION

In fiscal 2021, in connection with Mr. Martin's service as Executive Chair of the Board and as an advisor to our CEO, an employee role, Mr. Martin was eligible to earn an annual base salary of $750,000 and an annual target bonus of 100% of base salary, based on the same financial metrics as our CEO, with a potential payout that could range from 0% to 200% (for more information on the bonus program, see "Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus”). In fiscal 2021, Mr. Martin’s annual bonus was earned at 123% of his annual target amount, based on performance against the same financial metrics as our CEO that exceeded the targets set by the Compensation Committee at the beginning of the year. In light of Mr. Martin’s exceptional service to the Company in fiscal 2021, which included his strong support of our CEO during a year of significant macroeconomic challenges in addition to significant and extensive contributions to the Board, the Compensation Committee increased Mr. Martin’s fiscal 2021 bonus to an actual payout of 200% of his annual target amount, resulting in a bonus payout to Mr. Martin of $1,500,000.

In fiscal 2021, Mr. Martin also received a grant of time-based restricted stock units with a grant value of approximately $3,700,000, which vested one year following the date of grant. Mr. Martin has agreed to hold and not sell or transfer any shares issued to him following the vesting of such restricted stock units for two years following the vesting date, except in the event he no longer provides services to the Company in any capacity (whether as an employee, director or consultant). The time-based vesting condition will accelerate if Mr. Martin is involuntarily terminated by the Company for reasons other than cause, or death or disability. Mr. Martin is not entitled to any compensation under our non-employee director compensation program while he serves in an executive capacity as an advisor to our CEO.

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26 Compensation of Directors

Equity Compensation

Non-employee directors receive the following under our 2016 Long-Term Incentive Plan:

• Each new non-employee director automatically receives stock units with an initial value of $170,000 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 $170,000 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.

The annual stock units granted to continuing non-employee directors following the Company’s annual shareholders’ meeting, as well as the initial grant made to any non-employee director who is first elected to the Board at the Company’s annual shareholders’ meeting, are granted on June 30 of each year; provided, however, that if the Company’s annual shareholders’ meeting takes place after June 30, then the related stock unit grants will be granted on the first business day following that meeting. All initial stock units granted to new non-employee directors who are appointed other than at the annual shareholders’ meeting are granted on the date of appointment. The number of stock units is rounded down to the nearest whole share. These stock units are fully-vested but are subject to a three-year deferral period. During the deferral period, the stock units earn dividend equivalents which are reinvested in additional units annually. 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 each non-employee director unless a further deferral election has been made; provided, however, that shares and accumulated dividend equivalents will be issued immediately upon ceasing to be a director of the Company.

Expense Reimbursement and Other Benefits

We pay for or reimburse directors for approved educational seminars and for travel expenses related to attending Board, committee, and approved Company business meetings. Additionally, we provide non-employee directors access to office space and administrative support for Company business from time to time.

Directors and their spouses are eligible to receive discounts on our merchandise on terms similar to the Gap Inc. corporate employee merchandise discount policy.

Directors are eligible to participate in The Gap, Inc. Deferred Compensation Plan (“DCP”). Under the DCP, highly compensated employees, including executive officers, and non-employee directors may elect to defer receipt of certain eligible income. The DCP allows eligible employees to defer a percentage of their salary and bonus on a pre-tax basis, and allows non-employee directors to defer their retainers. The deferred amounts are indexed to reflect the performance of the participant’s choice of approved investment funds. Non-employee director deferrals are not matched, and above-market or preferential interest rate options are not available on deferred compensation.

Directors are eligible to participate in our Gift Match Program available to all employees, under which we match contributions to eligible nonprofit organizations, up to certain annual limits. In calendar year 2021, the annual limit for directors (including our CEO) was $15,000 under the Gift Match Program.

 2022 Proxy Statement

Compensation of Directors 27

Director Compensation Summary

The following table sets forth certain information regarding the compensation of our directors who served in fiscal 2021, which ended January 29, 2022.

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 ($)(4)		Total ($)
Elisabeth Donohue(5)	22,978			169,983		—		—		—		192,961
John J. Fisher(6)	90,000			170,000		—		—		—		260,000
Robert J. Fisher	115,001			170,000		—		—	15,000			300,001
William S. Fisher	90,000			170,000		—		—	15,000			275,000
Tracy Gardner	132,000			170,000		—		—		—		302,000
Isabella D. Goren(7)	114,706			170,000		—		—	15,000			299,706
Bob L. Martin(8)		—		3,662,071		—		—	2,265,000			5,927,071
Amy Miles	111,563			170,000		—		—		—		281,563
Jorge P. Montoya(9)	102,001			170,000		—		—	15,000		287,001
Christopher O’Neill	105,000			170,000		—		—		—		275,000
Mayo A. Shattuck III	116,000			170,000		—		—	15,000			301,000
Elizabeth Smith(10)	38,950			—		—		—		—		38,950
Salaam Coleman Smith(11)	86,638			216,567		—		—	15,000			318,205

⁽¹⁾ Under applicable SEC rules, we have omitted Ms. Syngal, who served as a director in fiscal 2021. Ms. Syngal was compensated as our Chief Executive Officer and received no additional compensation as a director. Ms. Syngal’s compensation is reported in the “2021 Summary Compensation Table” and related executive compensation tables.

⁽²⁾ For each of our non-employee directors, this column reflects the grant date fair value of fully-vested stock units granted in fiscal 2021 that are subject to a three-year deferral period, computed in accordance with FASB ASC 718. 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. Martin received 115,267 time-based restricted stock units in fiscal 2021 in connection with his role as Executive Chair and an advisor to our CEO, all of which were outstanding at year end. Amounts for Mr. Martin reflect the aggregate grant date fair value for time-based restricted stock units granted during fiscal 2021, computed in accordance with 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 15, 2022 for the relevant assumptions used to determine the valuation of our stock awards. For more information on Mr. Martin's time-based restricted stock units, see the description above in "Board Chair Role and Advisor Compensation".

⁽³⁾ No stock option awards were granted to our directors in fiscal 2021. None of our non-employee directors had outstanding stock option awards as of fiscal 2021 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). For Mr. Martin, this amount also includes cash compensation received as Executive Chair and an advisor to our CEO in fiscal 2021, including a bonus earned for fiscal year 2021 of $1,500,000. For more information on the bonus program, see "Executive Compensation and Related Information—Compensation Discussion and Analysis—Elements of Compensation—Annual Cash Incentive Bonus".

⁽⁵⁾ Ms. Donohue was appointed to the Board effective November 9, 2021.

⁽⁶⁾ Mr. Fisher is not standing for reelection at the 2022 Annual Meeting.

⁽⁷⁾ Ms. Goren resigned from the Board effective December 31, 2021.

⁽⁸⁾ In fiscal 2021, Mr. Martin received cash compensation and stock unit awards as described above in "Board Chair Role and Advisor Compensation" in his role as Executive Chair and an advisor to our CEO.

⁽⁹⁾ Mr. Montoya is not standing for reelection at the 2022 Annual Meeting.

⁽¹⁰⁾ Ms. Smith resigned from the Board effective June 18, 2021.

⁽¹¹⁾ Ms. Coleman Smith was appointed to the Board effective March 4, 2021.

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28 Proposal No. 2 – Ratification of Selection of Independent Registered Public Accounting Firm

Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm

The Audit and Finance Committee of the Board of Directors has selected Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023. Deloitte & Touche LLP (or its predecessor firm) has been retained as our independent registered public accounting firm since 1976. If shareholders fail to ratify the selection of Deloitte & Touche LLP, the Audit and Finance Committee will reconsider the selection. If the selection of Deloitte & Touche LLP is approved, the Audit and Finance Committee, in its discretion, may still direct the appointment of a different independent auditing firm at any time and without shareholder approval if the Audit and Finance Committee believes that such a change would be in the best interests of the Company and our shareholders.

The Board of Directors Recommends a Vote “FOR” the Selection of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for Fiscal 2022.

Representatives of Deloitte & Touche LLP are expected to be present, available to make statements, and available to respond to appropriate shareholder questions at the 2022 Annual Meeting.

 2022 Proxy Statement

Proposal No. 2 — Ratification of Selection of Independent Registered Public Accounting Firm 29

Principal Accounting Firm Fees

The following table sets forth the aggregate fees paid and accrued by us for audit and other services for the fiscal years ended January 30, 2021 and January 29, 2022 that were provided by our principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (collectively “Deloitte & Touche”).

FISCAL YEAR 2020 AND 2021 ACCOUNTING FEES

Fees (in thousands) (see notes below)		Fiscal Year 2020		Fiscal Year 2021
Audit Fees	$	5,110	$		5,645
Audit-Related Fees		370			390
Tax Fees		1,644		1,598
All Other Fees		1,178			652
Total	$	8,302	$		8,285

“Audit Fees” consists of fees for professional services rendered in connection with the integrated audit of our consolidated annual financial statements and internal controls over financial reporting, the review of our interim condensed consolidated financial statements included in quarterly reports, and the audits in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees” consists primarily of fees for professional services rendered in connection with the audit of our employee benefit plans, audit procedures required by store leases and capital verification reports.

“Tax Fees” consists of fees billed for professional services rendered for tax compliance and tax advice. These services include assistance regarding federal, state and international tax compliance, and competent authority proceedings.

“All Other Fees” consists of Deloitte & Touche subscription fees and fees for non-audit services. In fiscal years 2020 and 2021, includes approximately $1.1 million and $700,000, respectively, for permissible project consulting services.

The Audit and Finance Committee approves the terms, including compensation, of the engagement of our independent registered public accounting firm on an annual basis, and has a policy requiring pre-approval of all services performed by the firm. This policy requires that all services performed by Deloitte & Touche, whether audit or non-audit services, must be pre-approved by the Audit and Finance Committee or a designated member of the Audit and Finance Committee, with any such services reported to the entire Audit and Finance Committee at the next scheduled meeting. The Audit Committee pre-approved all services performed by the Company’s independent registered public accounting firm for fiscal years 2020 and 2021.

Rotation

The Audit and Finance Committee periodically reviews and evaluates the performance of Deloitte & Touche’s lead audit partner, oversees the required five-year rotation of the lead audit partner responsible for our audit, oversees the required seven-year rotation of other audit partners who are engaged on our audit and, through the Committee’s Chair as representative of the Audit and Finance Committee, reviews and considers the selection of the lead audit partner. In addition, the Audit and Finance Committee periodically considers whether there should be a rotation of the independent registered public accounting firm. At this time, the Audit and Finance Committee and the Board believe that the continued retention of Deloitte & Touche to serve as our independent registered public accounting firm is in the best interests of the Company and our shareholders.

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30 Report of the Audit and Finance Committee

Report of the Audit and Finance Committee

The Audit and Finance Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, the adequacy of the Company’s internal controls, compliance with legal and regulatory requirements, the qualifications and independence of the independent registered public accounting firm and the performance of its audits, the performance of the Internal Audit function, oversight of the Company’s Corporate Compliance program, finance matters, oversight of the Company’s Data Privacy and Cybersecurity programs, and such other duties as directed by the Board of Directors. The Committee operates under a written charter adopted by the Board of Directors. The Committee is composed exclusively of directors who are independent under New York Stock Exchange listing standards and Securities and Exchange Commission rules.

The Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended January 29, 2022 with the Company’s management. In addition, the Committee has discussed with Deloitte & Touche LLP, the Company’s independent registered public accounting firm, the matters required to be discussed by the applicable Public Company Accounting Oversight Board and Securities and Exchange Commission requirements.

The Committee also has received the communications, including written disclosures and the letter from Deloitte & Touche LLP, required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Committee concerning independence, and the Committee has discussed the independence of Deloitte & Touche LLP with that firm.

Based on the Committee’s review and discussions noted above, the Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 29, 2022 for filing with the Securities and Exchange Commission.

Amy Miles (Chair)

Chris O’Neill

Mayo A. Shattuck III

Notwithstanding anything to the contrary in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filing.

 2022 Proxy Statement

Proposal No. 3 — Advisory Vote on the Overall Compensation of The Gap, Inc.’s Named Executive Officers 31

Proposal No. 3 — Advisory Vote on the Overall Compensation of The Gap, Inc.’s Named Executive Officers

Pursuant to Section 14A of the Securities Exchange Act, the Company is providing shareholders with an annual advisory (non-binding) vote on the overall compensation of our named executive officers. Accordingly, the following resolution will be submitted for a shareholder vote at the 2022 Annual Meeting:

“RESOLVED, that the shareholders of The Gap, Inc. (the “Company”) approve, on an advisory basis, the overall compensation of the Company’s named executive officers, as described in the “Compensation Discussion and Analysis” section, the accompanying compensation tables, and the related narrative disclosure pursuant to Item 402 of Regulation S-K, set forth in this Proxy Statement for this Annual Meeting”.

The Board and the Compensation and Management Development Committee, which is comprised entirely of independent directors, will consider the outcome of the shareholders’ non-binding advisory vote when making future executive compensation decisions.

As described in detail under the section entitled “Compensation Discussion and Analysis,” our executive compensation program is designed to provide the level of compensation necessary to attract and retain talented and experienced executives, and to motivate them to achieve short-term and long-term goals, thereby enhancing shareholder value and creating a successful company. We are committed to tie pay to performance and continue to believe our executive compensation program meets each of our compensation objectives. We also continue to put executive compensation to an annual advisory shareholder vote.

Shareholders are encouraged to read the “Compensation Discussion and Analysis” section of this Proxy Statement, the accompanying compensation tables, and the related narrative disclosures, which more thoroughly discuss how our compensation policies and procedures implement our compensation philosophy. It is expected that the next advisory vote on the compensation of our named executive officers will occur at the 2023 Annual Meeting.

The Board of Directors Recommends a Vote “FOR” the Approval, on an Advisory Basis, of the Overall Compensation of the Company’s Named Executive Officers.

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32 Compensation Discussion and Analysis

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the key elements of our executive compensation program and compensation decisions for our named executive officers, who we refer to in this section as our Executives. The Compensation and Management Development Committee of our Board of Directors, which we refer to in this section as the Compensation Committee or the Committee, oversees these programs and determines compensation for our Executives.

Introduction

In this Compensation Discussion and Analysis, we discuss the following:

Executive Summary	Page 32
Compensation Objectives	Page 40
Elements of Compensation	Page 40
Compensation Analysis Framework	Page 50

Executive Summary

2021 Key Events

In October 2020, the Company’s management team articulated a series of goals and strategies, which we named Power Plan 2023, intended to drive focus and efficiency within operations and expand our long-term profitability prospects. The focus for fiscal 2021 was to emerge from the pandemic downturn of 2020 with a return to profitable growth. Specifically, our Power Plan strategy includes the following three pillars:

• Power of our Brands – Grow our four purpose-driven, billion-dollar lifestyle brands.

• Power of our Portfolio – Extend our customer reach across every age, body and occasion through our collective power.

• Power of our Platform – Leverage our omni capabilities and scaled operations and extend our engineered approach to cost and growth.

In fiscal 2021, we achieved significant progress under each of our Power Plan pillars. Old Navy and Athleta both launched inclusive sizing, bringing Gap Inc.’s mission to be “Inclusive, by Design” to life and tapping into an underserved portion of the women’s apparel market. Athleta started its international expansion, launching in Canada and opening its first partner-operated freestanding store outside of North America. Gap brand continued to regain cultural relevance demonstrated by strong two-year comparable sales in its core North America market. Banana Republic launched its transition away from a workwear positioning to a versatile all-occasion brand focused on creativity and quality.

Additionally, the Company continued to execute on its plan to rationalize the portfolio through divestitures, partnerships and strategic closures, which we expect will enable future growth for a smaller, healthier store fleet. We have now completed over 70% of our 350-store closure plan for the Gap and Banana Republic North America fleet. Additionally, we divested two smaller brands as we focused on growing each of our four purpose-driven, billion-dollar lifestyle brands. We also pursued our strategy to Partner to Amplify that involves driving growth through a more capital efficient model. With this in mind, we conducted a strategic review of our European business, and entered into agreements to partner our UK, Ireland, France and Italy markets, which we believe will drive continued global growth, recognition and relevance while reducing overhead and operating expenses within international markets.

Additionally, we employed our Partner to Amplify strategy to reach new addressable markets. We made significant progress in growing our licensing business, launching a strategic partnership with Walmart to introduce Gap Home, and are currently expanding the universe of licensed categories to include eyewear, baby gear and accessories.

 2022 Proxy Statement

Compensation Discussion and Analysis 33

We launched our integrated loyalty program, that we believe will be a key driver in building enduring customer relationships and driving sustained sales growth. We know that our loyalists shop more often and have a significantly higher lifetime value than non-loyalty members. We believe that our new, tiered program willhelp capture this value while providing valuable benefits to our customers and improving the effectiveness of our marketing and promotional messaging and customer retention.

We also made investments into demand generation technology, that we believe will drive growth and optimize our operations. We acquired artificial intelligence and machine learning company Context-Based 4 Casting Ltd. The acquisition directly supports our Power Plan strategy and we expect that it will help transform our retail operations and improve our customer experience through predictive analytics and demand sensing.

2021 Business Performance

In fiscal 2021, many of our customers began returning to work and school and participating again in social activities. We experienced improvements in store traffic compared to 2020 levels and continued to see growth compared to prior years in the online channel. The impact of reduced store closures compared to 2020 as well as stimulus payments and elevated customer demand contributed to strong year-over-year sales growth and earnings during each of the first two quarters of the year. During the second half of the year, demand remained high but sales were impacted as inventory was constrained, driven primarily by supply chain delays and COVID-related factory closures, in particular in Vietnam.

Despite the macroeconomic challenges we experienced during the second half of the year, in fiscal 2021 we delivered total net sales of $16.7 billion, the highest in the Company’s history. Below are certain highlights of our brands’ fiscal 2021 performance.

• Old Navy. Old Navy delivered strong positive sales growth, ending the year with net sales up 21% compared to 2020 and up 14% compared to 2019.

• Athleta. Athleta continued to grow its market share and increased customer awareness by over five points compared to 2020 through strong product offerings and partnerships with world-class talent.

• Gap. Gap made significant progress in its transformation efforts, closing 36 stores net of openings in North America, partnering the European business, and achieving three quarters of positive double-digit comparable sales on a two-year basis in its North America business. The brand also launched partnerships including Gap Home with Walmart and Yeezy Gap.

• Banana Republic. Banana Republic relaunched the brand in September 2021 with a focus on affordable luxury and an elevated customer experience and achieved lower discount rates in the third and fourth quarters.

2021 Executive Pay Highlights

In fiscal 2021, we continued to align pay delivery with performance and achievement of our strategic objectives, including our Power Plan strategy. Certain highlights of our fiscal 2021 compensation program are discussed below.

• Annual Cash Incentive Bonus. The Committee selected earnings before interest and taxes (“EBIT”) and net sales goals to drive our Executives’ focus on operating and top-line results, respectively, and Executives’ bonuses were based on an individualized weighted brand average or division performance to drive brand focus and success. The Committee established goals that it believed were rigorous yet realistic and directly furthered our Power Plan strategy. Performance against these goals in fiscal 2021 was above the target levels established by the Compensation Committee for all of our Executives and, as a result, bonus payouts for fiscal 2021 were above target levels (ranging from 123% to 137% of our Executives’ annual target amounts). We believe these outcomes reflect our continued commitment to pay for performance. Annual bonuses are discussed in more detail below under “Elements of Compensation—Annual Cash Incentive Bonus”.

• Long-Term Incentives. Each Executive was granted a mix of stock options, time-based restricted stock units and performance-based restricted stock units. The Compensation Committee selected this mix to align incentive opportunities with an appropriate balance of performance-related risk. Measured by target grant value, 64% and 60% of long-term incentives for our CEO and other Executives, respectively, are granted in the form of performance-based restricted stock units that require the achievement of performance goals. In addition, inclusive of stock options, 82% and 80% of long-term incentives for our CEO and other Executives, respectively, require the achievement of performance goals or share price appreciation, to promote sustained improvement in financial performance and long-term value creation for shareholders.

• PRSU Program and Outstanding LGP Grants. Performance-based restricted stock units comprise the largest single element of our Executives’ compensation by target grant value and, since 2020, are earned under the PRSU program based on attainment of a three-year EBIT goal measured at the Gap Inc. level, with the award modified based on relative total shareholder return, which measures our stock performance against the S&P Retail Select Index during the same three-year period. Accordingly, total shareholder return is a metric that will impact our Executives’ realized compensation starting in fiscal 2023 (when awards under the PRSU program for the 2020-2022 performance period are determined). The Compensation Committee selected these goals to focus

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34 Compensation Discussion and Analysis

employees on the Power of the Portfolio and operating margin goals included in our Power Plan strategy, and believes they provide a meaningful incentive for our leadership team that aligns long-term incentive awards with shareholder returns. Prior to fiscal 2020, Ms. Syngal and Mr. Breitbard were eligible to participate in our Long-Term Growth Plan, and each earned their fiscal 2019 awards (for the 2019-2021 performance period) at 75% of their target shares based on the attainment of separate individualized annual EBIT goals, with the award modified based on the attainment of a three-year cumulative Company EBIT goal. Long-term incentives are discussed in more detail below under “Elements of Compensation—Long-Term Incentives.”

Named Executive Officers and Roles in Fiscal 2021

Sonia Syngal Chief Executive Officer,   Gap Inc.	Katrina O’Connell Executive Vice President & Chief Financial Officer, Gap Inc.	Mark Breitbard President & Chief Executive Officer, Gap Brand	Nancy Green President & Chief Executive Officer, Old Navy	Mary Beth Laughton President & Chief Executive Officer, Athleta

Listening to Our Shareholders

The Compensation Committee is comprised solely of independent directors.The Committee actively considers the ideas and concerns of our shareholders regarding executive compensation and the results of the advisory vote on executive compensation, commonly referred to as a Say-on-Pay vote, when assessing our compensation practices and policies.

A Say-on-Pay vote was presented to our shareholders at our 2021 Annual Meeting and approved by 88% of shareholders present and entitled to vote thereon, consistent with favorable advisory votes by our shareholders on executive compensation in 2020 and prior to 2019. In addition, on an annual basis, we engage directly with some of our largest shareholders as another means to gather their input and concerns, and management informs the Compensation Committee of any compensation-related feedback they receive. Prior to our 2021 Annual Meeting, we invited our top 30 shareholders (not including members of the Fisher family), representing approximately 45% of our outstanding ownership at that time, to engage in discussion with us on a variety of ESG-related matters including our Executives’ compensation.

Based on our shareholder discussions, we believe our shareholders viewed our changes to align performance-based restricted stock units to the economic objectives outlined in our Power Plan strategy as positive. As a result, the Compensation Committee retained its general approach to executive compensation and continued to apply the same pay-for-performance principles and philosophy as in prior fiscal years.

As in prior years, we continue to set rigorous incentive compensation goals and align pay delivery with performance and achievement of our strategic objectives, including with our Power Plan strategy. We also continue to put executive compensation to an annual advisory shareholder vote.

 2022 Proxy Statement

Compensation Discussion and Analysis 35

CEO Compensation Summary

The structure of our CEO’s compensation package is similar to other Executives’ compensation packages and is intended to reward sustained improvement of the Company’s financial performance in line with our strategic objectives and pay-for-performance philosophy. Payout of 2021 annual bonus was based on the achievement of EBIT and net sales goals across our brands, and the performance target for the 2021 grant of performance-based restricted stock units was set based on achievement of a three-year Gap Inc. EBIT goal. After determining the payout of her performance-based restricted stock units based on the three-year EBIT results, the payout for such awards will then be subject to a modifier based on the Company’s three-year relative total shareholder return against companies in the S&P Retail Select Index. The Compensation Committee selected these goals to align our CEO’s performance objectives with our Power Plan strategy and shareholder returns while promoting alignment of interests across the executive team. The Committee considered the factors outlined under “Compensation Analysis Framework” below to determine the structure and value of the package. Our CEO receives essentially the same benefits and limited perquisites provided to our other Executives, except that she is provided limited personal use of a Company airplane to provide an efficient and safer way for her to manage travel and time commitments. The Committee also received advice from its independent compensation consultant on our CEO’s compensation structure, as described more fully below.

Our CEO’s 2021 compensation package is described more fully below:

• Our CEO’s base salary was not increased and remained at $1,300,000.

• Our CEO’s annual cash incentive bonus target remained unchanged at 175% of her base salary. Bonus for fiscal 2021 was based on the weighted average of EBIT and net sales attainments across our brands – 50% on EBIT and 50% on net sales for each brand, in each case, subject to certain adjustments. For fiscal 2021, annual bonus was earned at 123% of her annual target amount, resulting in a bonus payout to our CEO of $2,793,796, based on performance that exceeded the targets set by the Committee at the beginning of the year.

• In March 2021, we granted our CEO long-term incentives with a target grant value of $10,000,000, which was based on the 20-trading day simple average of our closing stock price between February 12, 2021 and March 12, 2021. Measured by target grant value, 64% of her long-term incentives were granted as performance-based restricted stock units, 18% were granted as stock options and 18% were granted as time-based restricted stock units. Our CEO’s long-term incentives were weighted heavily by the Compensation Committee in favor of performance-based awards to align with our philosophy of pay-for-performance and incentivize achievement of the Company’s strategic objectives.

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36 Compensation Discussion and Analysis

Fiscal 2021 Compensation Mix

CEO COMPENSATION

This chart reflects reported pay derived from the “2021 Summary Compensation Table” for Ms. Syngal.

AVERAGE OTHER EXECUTIVE COMPENSATION

This chart reflects the average reported pay derived from the “2021 Summary Compensation Table” for Executives other than Ms. Syngal. Does not include the earned portion of the sign-on bonus that Ms. Laughton received in 2019, which is disclosed in the “2021 Summary Compensation Table.”

 2022 Proxy Statement

Compensation Discussion and Analysis 37

Key Elements of Compensation

The table below summarizes the key elements of our Executives’ compensation, which are further described below under “Elements of Compensation.”

Component	Description and Purpose
Base Salary	Comprises the smallest component of our Executives’ compensation and is set at levels to attract and retain top talent. See “Elements of Compensation—Base Salary” below.
Annual Cash Incentive Bonus	The annual cash incentive bonus is intended to incent the achievement and success of financial performance in our brands and align our Executives’ performance with our strategic objectives. In 2021, each Executive’s payout under the annual cash incentive bonus was weighted 50% based on the achievement of an individualized EBIT target and 50% based on the achievement of an individualized net sales target, which were used to measure a weighted brand average or division performance, depending on the Executive's scope of responsibility. See “Elements of Compensation—Annual Cash Incentive Bonus” below.
Long-Term Incentives	Long-term incentives comprise the majority of our Executives’ compensation opportunity and are heavily weighted towards performance-based awards to align incentive opportunities with performance-related risk. See “Elements of Compensation—Long-Term Incentives” below. •  Performance-based restricted stock units comprised 64% of the long-term incentive target grant value for Ms. Syngal and 60% for all other Executives in 2021 and can be earned based on the achievement of a cumulative Company EBIT goal over a three-year period, which is modified based on relative total shareholder return, measured against the S&P Retail Select Index, over the same three-year period. These goals were selectedto focus Executives on the Power of the Portfolio and operating margin goals included in our Power Plan strategy, and to align the awards with shareholder returns. •  Stock options comprised 18% of the long-term incentive target grant value for Ms. Syngal and 20% for all other Executives in 2021. Stock options further align Executives with shareholder interests, as their value is only realized if our share price appreciates, and drive talent retention through a four-year service period. •  Time-based restricted stock units comprised 18% of the long-term incentive target grant value for Ms. Syngal and 20% for all other Executives in 2021. Time-based restricted stock units drive talent retention through a four-year vesting period and shareholder alignment, as their value is tied to our share price.

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38 Compensation Discussion and Analysis

Compensation Governance

Overall, we believe that our fiscal 2021 executive compensation program met each of our compensation objectives described below and continues to demonstrate our strong commitment to pay-for-performance. The tables below highlight our key compensation practices – both the practices we believe support strong compensation governance principles and the practices we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

What We Do
Pay-for-Performance	✓	We tie pay to performance. Our executive compensation program is heavily weighted towards performance with limited perquisites.
Total Shareholder Return	✓	Our Executives’ performance-based restricted stock units are earned in part based on relative total shareholder return to align Executives to shareholders.
Regular Compensation Review	✓	We annually review Executive compensation against peer group data as part of determining whether compensation opportunities remain appropriate.
Recoupment/Clawback Policy	✓	Our incentive compensation recoupment/clawback policy covers Executive misconduct or gross negligence resulting in a financial restatement or material financial, reputational or other harm to the Company.
Culture of Stock Ownership	✓	We have executive stock ownership requirements that we review on a regular basis and revise as needed to ensure strong alignment of Executive and shareholder interests.
Annual Risk Assessment	✓	We conduct an annual risk assessment to determine whether we have incentive compensation arrangements for Executives that create potential material risk for the Company.
Independent Compensation Consultant	✓	The Committee has engaged an independent compensation consulting firm, Frederic W. Cook & Co., Inc. The firm reports directly to the Committee and does not provide any other services to the Company.
Maximum Award Amounts	✓	The Committee establishes maximum incentive compensation payouts with an appropriate balance between long-term and short-term objectives.
Annual Say-on-Pay Vote	✓	We have conducted an annual advisory vote on our executive compensation every year since 2011 and consider the results when assessing our Executive compensation practices and policies.
Compensation Committee is comprised of only Independent Directors	✓