GAP
Gap INC
NYSE
DEF 14A: Gap Inc. Outlines Director Nominees, Executive Pay, and Governance Practices in 2025 Proxy Statement
Sentiment:
Proxy Statement
9 April 2025 12:03 AM
Gap Inc.'s 2025 proxy statement details the election of directors, ratification of auditors, executive compensation, and corporate governance practices for the upcoming annual meeting.
Better than expected
The company's EBIT in fiscal 2024 was $1.1 billion, compared to $560 million in fiscal 2023.
The company's total shareholder return of the company's common stock was approximately 25% over the course of fiscal 2024.
Summary
- The Gap, Inc. is soliciting proxies for its Annual Meeting of Shareholders to be held virtually on May 20, 2025.
- Shareholders of record as of March 21, 2025, are entitled to vote.
- The proxy statement includes proposals for the election of 11 director nominees, ratification of Deloitte & Touche LLP as the independent accountant for fiscal year ending January 31, 2026, and an advisory vote on executive compensation.
- The Board recommends voting FOR all director nominees, the ratification of Deloitte & Touche LLP, and the approval of executive compensation.
- The company's net sales in fiscal 2024 were $15.1 billion, compared to $14.9 billion in fiscal 2023.
- The company's EBIT in fiscal 2024 was $1.1 billion, compared to $560 million in fiscal 2023.
- The company's SG&A was $5.1 billion in fiscal 2024, compared to $5.2 billion in fiscal 2023.
- The total shareholder return of the company's common stock was approximately 25% over the course of fiscal 2024.
Sentiment
Score: 7
Explanation: The document presents a generally positive outlook, highlighting improved financial performance and shareholder returns, but also acknowledges challenges and risks.
Positives
- The company has a majority independent board and independent board committees.
- The company has robust director and executive stock ownership guidelines.
- The company has an executive compensation recoupment policy.
- The company has an anti-hedging and pledging policy for directors and covered executives.
- The company's shareholder engagement program is robust and recurring.
- The company's compensation committee is comprised of only independent directors.
- The company's say-on-pay proposal received 97% approval at the 2024 Annual Meeting.
- The company's total shareholder return of the company's common stock was approximately 25% over the course of fiscal 2024.
Negatives
- No shares were earned for the fiscal 2022-2024 PRSU cycle due to below threshold performance against the 3-year cumulative EBIT goal.
- Chris Blakeslee received a negative individual adjustment to his bonus based on Athleta's financial underperformance in fiscal 2024.
Risks
- The company's success depends on its ability to attract and retain top talent.
- The company's performance is subject to risks related to human rights and labor, environmental impacts, and other sustainability issues.
- The company's performance is subject to risks resulting from extreme weather, natural hazards, and other external events.
- The company's performance is subject to risks related to data privacy and cybersecurity.
Future Outlook
The company aims to become a high-performing house of iconic American brands that generates sustainable, profitable growth, and delivers long-term value for its shareholders.
Management Comments
- The progress we made fixing the fundamentals across our strategic priorities in 2024 has established a solid foundation to build on as we drive toward becoming a high performing house of iconic American brands that generates sustainable, profitable growth, and delivers long-term value for our shareholders.
Industry Context
The document provides insights into Gap Inc.'s performance and governance practices within the retail industry, highlighting its efforts to align executive compensation with company performance and shareholder value.
Comparison to Industry Standards
- The company benchmarks executive compensation against a peer group including American Eagle, Levi Strauss & Co., Ross Stores, Bath & Body Works, Lululemon Athletica, Skechers, Best Buy, Macy's, The TJX Companies, Dollar General, Nordstrom, V.F. Corp., Dollar Tree, PVH Corp., Williams-Sonoma, Foot Locker, Qurate Retail, Kohl's, and Ralph Lauren.
- The company's compensation practices are compared to those of other retail companies with strong brand recognition, global presence, omnichannel strategies, and complex operations.
- The company's total shareholder return is compared to the S&P Retail Select Index.
Stakeholder Impact
- The company's performance and governance practices impact shareholders through stock value and dividend potential.
- The company's human capital management and talent development functions impact employees.
- The company's environmental and social programs impact communities and the environment.
Next Steps
- Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
- The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future decisions.
Key Dates
- 1976: Deloitte & Touche LLP (or its predecessor firm) has been retained as our independent accountant since 1976.
- 2020-02-02: Date before 2021-01-31 when Robert Fisher, Sonia Syngal, Bob Martin, and Richard Dickson were members.
- 2021-01-31: Date before 2022-01-29 when Robert Fisher, Sonia Syngal, Bob Martin, and Richard Dickson were members.
- 2022-01-30: Date before 2023-01-28 when Robert Fisher, Sonia Syngal, Bob Martin, and Richard Dickson were members.
- 2023-01-29: Date before 2024-02-03 when Robert Fisher, Sonia Syngal, Bob Martin, and Richard Dickson were members.
- 2024-02-04: Date before 2025-02-01 when Richard Dickson was a member.
- 2025-03-21: Record date for voting at the Annual Meeting.
- 2025-04-08: Date of the proxy statement.
- 2025-05-20: Date of the Annual Meeting of Shareholders.
- 2026-01-31: Fiscal year ending date for which Deloitte & Touche LLP is selected as independent accountant.
- 2026: Date of the next advisory vote on the compensation of our named executive officers.
Keywords
proxy statement, annual meeting, directors, executive compensation, corporate governance, shareholders, Deloitte & Touche, stock ownership, EBIT, SG&A, TSR, risk oversight, sustainability
GAP
Gap INC
NYSE
Sector: TBD
Filings with Classifications
Better than expected
9 April 2025 12:03 AM
Proxy Statement
- The company's EBIT in fiscal 2024 was $1.1 billion, compared to $560 million in fiscal 2023.
- The company's total shareholder return of the company's common stock was approximately 25% over the course of fiscal 2024.
Better than expected
18 March 2025 1:39 PM
Annual Results
- The company's gross margin improved significantly to 41.3% from 38.8% in the prior year.
- Operating income nearly doubled to $1.1 billion.
- Diluted earnings per share increased to $2.20.
Better than expected
6 March 2025 9:22 PM
Earnings Release
- The company exceeded financial expectations and gained market share for the 8th consecutive quarter.
- The company delivered positive comps in all four quarters, achieved one of the highest gross margins in the last 20 years and meaningfully increased operating margin versus the prior year.
Better than expected
26 November 2024 12:40 PM
Quarterly Report
- The company's net sales increased by 2%, indicating better than expected revenue growth.
- The company's gross margin improved to 42.7%, indicating better than expected profitability.
- The company's operating income increased to $355 million, indicating better than expected operational efficiency.
- The company's net income increased to $274 million, indicating better than expected profitability.
- The company's diluted earnings per share increased to $0.72, indicating better than expected profitability on a per-share basis.
Better than expected
21 November 2024 4:16 PM
Quarterly Report
- The company's results exceeded expectations with a 2% increase in net sales, a 270 basis point improvement in operating margin, and a 140 basis point increase in gross margin.
- The company also raised its full-year outlook for net sales, gross margin, and operating income growth, indicating confidence in future performance.
Better than expected
30 August 2024 11:39 AM
Quarterly Report
- The company's net sales increased by 5%, exceeding expectations.
- Gross margin improved significantly to 42.6%, indicating better cost management and pricing strategies.
- Operating income saw a substantial increase to $293 million, demonstrating improved profitability.
- Diluted earnings per share rose to $0.54, reflecting better financial performance.
Better than expected
29 August 2024 11:14 AM
Quarterly Report
- The company exceeded expectations with a 5% increase in net sales and a significant improvement in operating margin.
- The company increased its full-year outlook for gross margin and operating income growth.
Better than expected
31 May 2024 11:36 AM
Quarterly Report
- The company's net income of $158 million is a significant improvement compared to a net loss of $18 million in the same period last year.
- The company's gross margin improved to 41.2% from 37.1% in the prior year, indicating better cost management and pricing strategies.
- The company's diluted earnings per share were $0.41, a notable increase from a diluted loss per share of $(0.05) in the first quarter of 2023.
Better than expected
30 May 2024 4:25 PM
Quarterly Report
- The company exceeded expectations across key metrics, including net sales, comparable sales, and gross margin.
- The company raised its full-year guidance for both net sales and operating income growth due to the strong first quarter results.
Better than expected
19 March 2024 2:39 PM
Annual Results
- The company's net income of $502 million is a significant improvement compared to the net loss of $202 million in the previous year.
- The gross margin increased to 38.8% from 34.3% in the previous year, indicating improved profitability.
- Operating income rebounded to $560 million from a loss of $69 million in the previous year.
Better than expected
7 March 2024 4:17 PM
Quarterly Report
- The company's fourth-quarter results exceeded expectations on several key metrics, including net sales, gross margin, and operating income.
- The company achieved market share gains in the fourth quarter.
- The company demonstrated strong cash flow generation and ended the year with a strong cash balance.
- Old Navy and Gap brands showed improved performance with positive comparable sales in the fourth quarter.
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