Elisabeth Donohue
About Elisabeth B. Donohue
Elisabeth B. Donohue, 59, has served as an independent director of The Gap, Inc. since 2021, bringing over 30 years of global consumer, data, and digital marketing leadership, including prior CEO roles at Publicis Spine and Starcom USA and service on other public company boards . She currently sits on Gap’s Compensation and Management Development Committee and is designated independent under SEC and NYSE rules; the Board reports robust independent oversight and executive sessions at quarterly meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Publicis Spine (Publicis Groupe) | Chief Executive Officer; Member, Publicis Groupe Management Committee | 2017–2020 | Led data and digital marketing transformation initiatives |
| Starcom Worldwide | Global Brand President | 2016–2017 | Oversaw global brand strategy and client engagements |
| Starcom USA | Chief Executive Officer | 2009–2016 | Scaled U.S. media operations; deepened data-driven marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NRG Energy, Inc. | Director | Current | Current public company directorship |
| Synacor, Inc. | Director | Former (last five years) | Former public company board |
| AcuityAds Holdings Inc. | Director | Former (last five years) | Former public company board |
Board Governance
- Committee assignments: Member, Compensation and Management Development Committee; committee composed solely of independent directors .
- Independence status: Board affirmatively determined Donohue is independent under SEC/NYSE rules; no material relationships requiring disclosure .
- Attendance and engagement: Each director attended at least 75% of Board/committee meetings; Board met 5 times; Compensation Committee met 7 times; all directors attended the 2024 Annual Meeting .
- Lead Independent Director and executive sessions: Independent/non-management executive sessions at each quarterly Board meeting; Mayo Shattuck served as Lead Independent Director (2022) before becoming Board Chair in 2024, maintaining independent oversight .
- Related-party exposure: Company reported no transactions requiring Item 404(a) disclosure; Audit & Finance Committee reviews any related-party transactions .
Fixed Compensation
| Component (Fiscal 2024 unless noted) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 102,000 | Director cash retainers and committee fees |
| Stock Awards ($) | 169,977 | Fully-vested stock units; 3-year deferral; dividend equivalents |
| Option Awards ($) | — | No options granted to directors in FY2024; none outstanding YE2024 |
| All Other Compensation ($) | 20,200 | $15,000 gift match + $5,200 product familiarization gift cards |
| Total ($) | 292,177 | Sum of components |
Director cash retainer schedule (Board-approved):
| Cash Retainers | FY2024 ($) | FY2025 ($) |
|---|---|---|
| Annual Board Retainer | 90,000 | 95,000 |
| Audit & Finance Committee Member | 16,000 | 16,000 |
| Compensation & Management Development Committee Member | 12,000 | 12,000 |
| Governance & Sustainability Committee Member | 10,000 | 10,000 |
| Audit & Finance Chair | 25,000 | 40,000 |
| Compensation & Management Development Chair | 20,000 | 25,000 |
| Governance & Sustainability Chair | 15,000 | 20,000 |
| Board Chair (additional retainer) | 200,000 | 200,000 |
| Lead Independent Director (additional retainer) | 40,000 | 40,000 |
Director equity program:
- Annual stock units increased from $170,000 to $185,000 for FY2025; fully-vested at grant, 3-year deferral, dividend equivalents reinvested; shares delivered after deferral or upon ceasing to be a director .
Performance Compensation
- Directors do not receive performance-based equity or cash incentives; director equity awards are fully-vested stock units subject to a three-year deferral and dividend equivalents; no option grants in FY2024 .
- Anti-hedging and anti-pledging policies apply to directors, reinforcing alignment and risk controls .
Other Directorships & Interlocks
- Compensation Committee interlocks: During FY2024, Donohue served on the Compensation & Management Development Committee alongside two independent directors; no member had relationships requiring Item 404 disclosure; no reciprocal executive/director interlocks with other companies were reported .
Expertise & Qualifications
- 30+ years in global marketing, media, and data-driven digital strategy; prior CEO roles at leading agencies; advising companies on transitions to data and digital marketing economies .
- Relevant oversight skills for Gap: consumer marketing, brand strategy, data analytics, and digital transformation, aligning with Board’s stated skills matrix for marketing/media and technology .
Equity Ownership
| Holder | Common Stock | Options Exercisable and Awards Vesting Within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Elisabeth B. Donohue | 7,539 | 41,035 | 48,574 | * (<1%) |
- Director stock ownership guidelines: Non-management directors must hold stock worth ≥5x annual base retainer within 3 years; all directors were compliant or on track as of the proxy date .
- Insider trading controls: Trading blackout periods, preclearance for insiders, prohibition on short sales/derivatives; hedging and pledging of Company stock are prohibited for directors .
Governance Assessment
- Strengths: Clear independence determination; independent-only standing committees; robust director ownership guidelines; prohibition on hedging/pledging; regular executive sessions; no related-party transactions; use of an independent compensation consultant (FW Cook) for committee oversight .
- Engagement and attendance: Board/committees met regularly; each director met the 75% attendance expectation; full attendance at the 2024 Annual Meeting, supporting engagement quality .
- Alignment signals: Increase in annual director equity grant to $185,000 in FY2025 emphasizes long-term equity alignment via deferred stock units with dividend equivalents .
- Committee continuity: Compensation Committee chair (Tracy Gardner) departing at the 2025 meeting; Donohue’s continued membership supports compensation oversight continuity during leadership transition .
- Red flags: None identified specific to Donohue; no Item 404(a) related-party transactions; no director hedging/pledging; overboarding policy in place to mitigate board load risks .