Brady Brewer
About Brady Brewer
Brady Brewer (age 51) is a new nominee to Gap Inc.’s Board in the 2025 Proxy; the Board determined he would be independent under SEC and NYSE rules with no material relationship to the company if elected . He is CEO, International at Starbucks (2024–present), previously EVP & Global CMO (2020–2024), SVP Digital Customer Experience (2019–2020), and COO, Starbucks Japan (2016–2019), with 20+ years spanning marketing, digital CX, loyalty, brand, and international operations across APAC, EMEA, Japan, LAC, and global channel development . He was identified via a third‑party search firm process, reflecting governance rigor in director recruitment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | CEO, International | 2024–present | Leads international markets across APAC, EMEA, Japan, LAC, channel development, CPG, and licensing partners; focus on retail customer experience, brand loyalty, and operational efficiency |
| Starbucks Corporation | EVP & Global Chief Marketing Officer | 2020–2024 | Led global brand, product, loyalty, creative, consumer insights, data analytics, sustainability initiatives |
| Starbucks Corporation | SVP Digital Customer Experience | 2019–2020 | Drove digital CX innovation; loyalty and data-led engagement |
| Starbucks Corporation | COO, Starbucks Japan | 2016–2019 | Country operations leadership; retail execution and efficiency |
External Roles
| Organization | Role | Tenure | Public Boards/Interlocks |
|---|---|---|---|
| Starbucks Corporation | CEO, International | 2024–present | Other public company boards: 0 (none) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Brady Brewer would be independent under SEC and NYSE rules if elected; no material relationship with Gap Inc. |
| Committee assignments | None indicated for Brewer in the proxy summary (new nominee; AC/CC/GC cells are blank) |
| Attendance policy | Directors expected to attend all meetings; in FY2024 each director attended ≥75% of meetings on which they served; 12 directors attended the 2024 Annual Meeting |
| Board structure | CEO and Board Chair roles separated (except during CEO transitions); each standing committee composed solely of independent directors; executive sessions at each quarterly Board meeting |
| Committee activity FY2024 | Meetings held: Audit & Finance (9), Compensation & Management Development (7), Governance & Sustainability (4) |
| Nomination process | Brewer identified by a third‑party search firm and evaluated by the Governance & Sustainability Committee |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer | $90,000 | $95,000 |
| Audit & Finance Committee member fee | $16,000 | $16,000 |
| Compensation & Mgmt Development Committee member fee | $12,000 | $12,000 |
| Governance & Sustainability Committee member fee | $10,000 | $10,000 |
| Audit & Finance Chair fee | $25,000 | $40,000 |
| Compensation & Mgmt Development Chair fee | $20,000 | $25,000 |
| Governance & Sustainability Chair fee | $15,000 | $20,000 |
| Board Chair additional retainer | $200,000 | $200,000 |
| Lead Independent Director additional retainer | $40,000 | $40,000 |
| Non-North America travel fee (per U.S. trip) | $2,000 | $2,000 |
Equity grants (Directors): Initial and annual stock units valued at $185,000 (raised from $170,000) for fiscal 2025; fully vested at grant but subject to a three‑year deferral; dividend equivalents reinvested; grant timing June 30 annually, or date of appointment for mid‑year additions .
Performance Compensation
| Element | Structure | Notes |
|---|---|---|
| Performance‑conditioned pay to directors | None | Directors did not receive stock options and have fully‑vested stock units; no performance metrics tied to director equity |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 (none) |
| Prior public company boards (last 5 years) | Not disclosed in proxy for Brewer |
| Interlocks with competitors/suppliers/customers | None disclosed; Board affirmed independence (no material relationship) |
Expertise & Qualifications
- 20+ years at Starbucks spanning marketing, brand, product, loyalty, store design, digital, consumer insights, data analytics, sustainability; proven ability to enhance retail customer experience and drive operational efficiencies .
- Extensive international leadership covering APAC, EMEA, Japan, LAC, channels and licensing partners—valuable for Gap’s global brand oversight .
Equity Ownership
| Policy/Item | Detail |
|---|---|
| Director stock ownership guideline | Hold Gap Inc. stock (incl. deferred stock units) worth at least 5x the annual base retainer within 3 years of joining the Board; directors were in compliance or on track as of proxy date |
| Hedging & pledging | Prohibited: short sales, hedging, options, prepaid variable forwards, swaps, collars, exchange funds; directors also prohibited from holding company stock in margin accounts or pledging as collateral |
| Director equity structure | Stock units are fully vested at grant, paid after 3‑year deferral; dividend equivalents reinvested annually |
Governance Assessment
- Independence and nomination process: Brewer’s independence is affirmed; identification via third‑party search firm supports robust governance and mitigates management capture of Board composition .
- Board alignment: Director equity is fully vested but deferred for three years, with strict anti‑hedging/pledging—this promotes alignment and discourages short‑termism .
- Interlocks/conflicts: No other public company directorships (0) reduce interlock risk; no related‑party ties disclosed; independence determination found no material relationship—net positive for investor confidence .
- Engagement and effectiveness: FY2024 committees met regularly (A&F 9, CMD 7, G&S 4) and directors met attendance expectations; Brewer is a new nominee with committee assignments to be determined post‑election .
RED FLAGS: None disclosed specific to Brewer. No pledging/hedging allowed, no related party transactions noted, and no option repricing or director options outstanding .