Amy Miles
About Amy Miles
Former Chair and CEO of Regal Entertainment Group (2015–2018) and CFO/Treasurer (2002–2009), Amy Miles (age 58) brings deep finance, accounting, and operating experience to Gap Inc.’s board; she has served as an independent director since 2020 and is designated an SEC “audit committee financial expert.” She currently serves as Chair of Gap Inc.’s Audit & Finance Committee and is a member of the Governance & Sustainability Committee; she also sits on the boards of Amgen Inc. and Carrier Global Corporation (former: Norfolk Southern Corporation) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regal Entertainment Group | Chair of the Board | 2015–2018 | Board leadership and oversight |
| Regal Entertainment Group | Chief Executive Officer | 2009–2018 | Led large-scale media/retail operations |
| Regal Entertainment Group | EVP, Chief Financial Officer & Treasurer | 2002–2009 | Finance, accounting, capital allocation |
External Roles
| Company | Role | Status |
|---|---|---|
| Amgen Inc. | Director | Current |
| Carrier Global Corporation | Director | Current |
| Norfolk Southern Corporation | Director | Former (within last five years) |
Board Governance
- Committee assignments: Audit & Finance (Chair) and Governance & Sustainability (Member) .
- Independence: Determined independent under SEC/NYSE rules .
- Audit expertise: Designated an “audit committee financial expert” under Reg S-K 407(d)(5) .
- Attendance: Each director attended at least 75% of Board and committee meetings in FY2024; all 12 then-current directors attended the 2024 annual meeting .
- Executive sessions: Independent/non-management directors meet in executive session at each quarterly Board meeting .
- Overboarding policy: Retired directors should not serve on more than four public company boards; Amy’s three total boards (Gap + two others) align with policy .
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual Board Retainer (cash) | $90,000 | $95,000 | Standard non-employee director retainer |
| Audit & Finance Committee – Member | $16,000 | $16,000 | Per committee membership |
| Governance & Sustainability – Member | $10,000 | $10,000 | Per committee membership |
| Audit & Finance Committee – Chair | $25,000 | $40,000 | Chair premium increased for FY2025 |
| Amy Miles – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 141,000 |
| Stock Awards (grant-date fair value) | 169,977 |
| All Other Compensation | 5,200 (product familiarization gift cards) |
| Total | 316,177 |
- Director stock ownership guidelines: Within three years, hold company stock (incl. deferred stock units) equal to 5x the annual base retainer; all directors are in compliance or on track as of the proxy filing .
- Hedging/pledging: Directors are prohibited from hedging or pledging Gap stock .
Performance Compensation
| Element | Structure | Metrics | Vesting/Deferral |
|---|---|---|---|
| Annual Director Equity | Stock units valued at $170,000 for FY2024; increased to $185,000 starting FY2025 | None (not performance-based) | Fully vested on grant but subject to a three-year deferral; dividend equivalents reinvested; shares delivered after deferral or upon ceasing to be a director |
- No stock options were granted to directors in FY2024; no outstanding director options at FY2024 year-end .
Other Directorships & Interlocks
| Person | Other Public Boards | Potential Interlocks/Notes |
|---|---|---|
| Amy Miles | Amgen Inc.; Carrier Global Corporation | No related-party transactions requiring disclosure; Board independence affirmed |
Expertise & Qualifications
- Former CEO and CFO with extensive finance, accounting, strategic planning, IT and marketing expertise; designated audit committee financial expert .
- Governance experience across multiple public boards; experienced in risk oversight, including data privacy and cybersecurity via Audit & Finance Committee mandate .
Equity Ownership
Beneficial ownership as of March 21, 2025:
| Holder | Common Stock | Options Exercisable and Awards Vesting Within 60 Days | Total Shares Beneficially Owned | % of Class |
|---|---|---|---|---|
| Amy Miles | 33,638 | 55,068 (includes deferred stock units subject to 3-year deferral that settle upon ceasing to be a director) | 88,706 | * (<1%) |
- Company-wide: policies prohibit hedging and pledging; directors must pre-clear trades and avoid blackout periods .
Governance Assessment
-
Strengths:
- Independent director; Chair of Audit & Finance; designated audit committee financial expert, supporting robust financial reporting and risk oversight (incl. data privacy/cybersecurity) .
- Strong attendance and annual meeting participation; executive sessions held quarterly, supporting independent oversight .
- Transparent, simple director pay structure with clear cash/equity mix; no director options; equity is deferred for alignment; meaningful stock ownership guidelines; anti-hedging/pledging policies .
- No related-party transactions requiring disclosure—a positive conflict-of-interest signal .
- Overboarding policy in place; her current board count appears within policy thresholds .
-
Watch items / red flags:
- None disclosed specific to Amy Miles; continue monitoring total external board commitments relative to evolving overboarding norms and any changes in committee workload (A&F met 9x in FY2024) .
- As Audit & Finance Chair, continued oversight of long-tenured auditor (Deloitte since 1976) and consulting fee mix is important to investor confidence; committee actively reviews lead partner rotation and independence .