Chris O’Neill
About Chris O’Neill
Independent director of The Gap, Inc. since 2018; age 52; currently serves on the Audit & Finance Committee. Career technology executive with CEO experience (GrowthLoop) and prior senior roles at Xero, Glean, Evernote (CEO/Chairman), and Google (incl. Google Canada MD and Google X operations), bringing data-driven growth and digital expertise to the board . The board has affirmatively determined Mr. O’Neill is independent under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GrowthLoop | Chief Executive Officer | 2024–present | Leads customer data platform for marketing; tech and analytics leadership |
| Xero Limited | Chief Growth Officer | 2022–2024 | Scaled SMB finance platform; growth, go-to-market |
| Portage Ventures (Sagard) | Senior Advisor; previously General Partner | 2021–2024; 2020–2021 | Venture investing/advisory across fintech/data |
| Glean Technologies, Inc. | Chief Business Officer | 2021–2022 | Enterprise AI/knowledge search; commercial leadership |
| Evernote Corporation | President & CEO; Chairman | 2015–2018 | Transformation and product-led growth |
| Google Inc. | Managing Director, Google Canada; Head of Global Business Operations, Google X; other executive roles | 2005–2015; Canada 2010–2014; Google X 2014–2015 | Product, operations, international scaling, innovation |
External Roles
| Category | Role/Entity | Notes |
|---|---|---|
| Current public company boards | None | 0 other public boards listed for O’Neill |
| Prior public company boards | None disclosed | — |
Board Governance
- Committee assignment: Audit & Finance Committee member; not designated an “audit committee financial expert” (experts are Hall, Miles, Shattuck, Shaukat) .
- Independence: Board determined O’Neill is independent under NYSE/SEC rules .
- Attendance and engagement: Board met 5 times; Audit & Finance met 9; each director attended at least 75% of meetings; all 12 directors attended the 2024 Annual Meeting .
- Oversight focus: Audit & Finance oversees financial reporting, internal controls, enterprise risk management, corporate compliance, data privacy/cybersecurity; quarterly privacy/cyber updates; recent breach costs immaterial over last three years .
- Lead independent director/Chair context: Separate Chair/CEO roles; Mayo Shattuck served as Lead Independent Director until becoming Board Chair in 2024 .
Fixed Compensation
| Component (Director) | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | $95,000 | Non-employee directors |
| Audit & Finance Committee member fee | $16,000 | $16,000 | Per member |
| Committee chair fees (A&F) | $25,000 | $40,000 | Not applicable to O’Neill (member) |
| Chair of Board additional retainer | $200,000 | $200,000 | Not applicable to O’Neill |
| Lead Independent Director retainer | $40,000 | $40,000 | Not applicable to O’Neill |
| O’Neill FY2024 fees earned | $106,000 | — | Matches $90k + $16k schedule |
| O’Neill FY2024 “All Other” | $10,400 (gift match $5,200; product cards $5,200) | — | Director benefits |
Performance Compensation
| Equity Award (Director) | Grant mechanics | FY2024 O’Neill value | FY2025 program | Vesting/deferral |
|---|---|---|---|---|
| Annual director stock units | Fully-vested stock units with 3-year deferral; dividend equivalents reinvested; grant typically June 30 each year | $169,977 grant-date fair value | Annual grant increased to $185,000 initial value | Shares issued after deferral or upon board departure; dividend equivalents accrue |
No performance-conditioned equity (no PRSUs/options) for non-employee directors in FY2024; no option awards outstanding for directors at FY2024 year-end .
Other Directorships & Interlocks
| Person | Other public company boards | Committee roles elsewhere | Potential interlocks |
|---|---|---|---|
| Chris O’Neill | None | Not disclosed | None with competitors/suppliers/customers disclosed; Company reports no related party transactions requiring disclosure |
Expertise & Qualifications
- Technology and analytics leadership; experienced in integrating technology into strategy for high-growth companies .
- International operations and digital go-to-market; prior multi-year Google leadership including Google X operations .
- Board skills matrix emphasizes technology and marketing/media among significant skills for nominees (matrix context) .
Equity Ownership
| Holder | Common shares | Options/Units vesting ≤60 days and deferred DSUs | Total beneficial | % of class |
|---|---|---|---|---|
| Chris O’Neill | 11,326 | 77,627 (includes director stock units subject to deferral) | 88,953 | <1% (*) |
- Director stock ownership guidelines: Non-management directors must hold stock worth ≥5× annual base retainer within 3 years; all directors in compliance or on track as of the proxy date .
- Hedging/pledging: Prohibited for directors; no margin pledging permitted .
Insider Trades (Form 4)
| Filing date | Trade date(s) | Summary | Source |
|---|---|---|---|
| Jul 2, 2025 | Jun 30, 2025 | Reported director equity changes including dividend equivalent rights; each DER economically equivalent to one Gap share; standard annual director grant timing around June 30 | |
| Jul 2, 2025 (PDF) | Jun 30, 2025 | Form 4 confirming reporting person as Director; issuer: GAP INC (GAP) | |
| Index of GAP Form 4 filings (incl. O’Neill) | Various | Company-wide insider filings list including O’Neill’s 2025 Form 4 |
Governance Assessment
- Board effectiveness: O’Neill adds modern technology, data, and growth expertise valuable to retail transformation and digital engagement; active member of Audit & Finance with exposure to ERM and cybersecurity oversight .
- Independence/attendance: Independent; attendance thresholds met; high engagement (all directors present at 2024 annual meeting) .
- Alignment: Director equity delivered via fully-vested stock units with multi-year deferral and dividend equivalents—encourages longer-term alignment without short-term performance gaming; director stock ownership guidelines strengthen alignment .
- Compensation reasonableness: Cash plus fixed equity consistent with market; no director options; modest “other” benefits (gift match, product cards) .
- Conflicts/related parties: Company disclosed no related party transactions requiring Item 404(a) disclosure; robust policies require Audit Committee review of any such transactions; hedging/pledging prohibited .
- Red flags: None disclosed specific to O’Neill. Not designated an audit committee financial expert, which may modestly limit technical accounting depth, offset by multiple committee members designated as experts .
Context note: Significant Fisher family ownership/control is disclosed at the board level (Robert and William Fisher beneficial ownership 15.21% and 16.37%, respectively), though independence determinations were affirmed (not directly a conflict for O’Neill but relevant to governance environment) .
Director Compensation (FY2024 detail)
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Change in Pension/Deferred ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Chris O’Neill | 106,000 | 169,977 | — | — | 10,400 | 286,377 |
- “All Other” detail for directors: combination of gift match and product familiarization gift cards per policy .
- No director stock options granted in FY2024; none outstanding at FY2024 year-end for non-employee directors .
Committee Composition (FY2024)
| Committee | Members | Meetings in FY2024 |
|---|---|---|
| Audit & Finance | Amy Miles (Chair); Kathryn Hall; Chris O’Neill; Mayo Shattuck III; Tariq Shaukat | 9 |
| Compensation & Management Development | Tracy Gardner (Chair); Salaam Coleman Smith; Elisabeth Donohue | 7 |
| Governance & Sustainability | Robert J. Fisher (Chair); Amy Miles; Mayo Shattuck III | 4 |
Policies and Controls
- Director stock ownership: 5× retainer within three years; compliance/on track .
- Anti-hedging/pledging; insider trading preclearance and blackout enforcement .
- Related party transaction approval by independent Audit & Finance Committee; none requiring disclosure .
- Shareholder governance: Majority voting standard; annual elections; 10% special meeting right; no poison pill .
Say-on-Pay & Shareholder Feedback (context)
- 2024 say-on-pay approval ~97% (for executive compensation program) . While not directly applicable to director pay, reflects broader investor confidence in compensation governance.
Summary Implications
- O’Neill’s tech/data background enhances board oversight of digital transformation and cyber risk; independence and attendance support investor confidence .
- No disclosed conflicts; director pay structure is straightforward; equity deferral and ownership guidelines support alignment; hedging/pledging prohibitions mitigate risk .
- Audit committee placement without “financial expert” designation suggests reliance on committee’s designated experts for complex accounting matters, a balanced composition outcome .