Haio Barbeito
About Haio Barbeito
Horacio “Haio” Barbeito is President & CEO of Old Navy (Gap Inc.) since August 1, 2022, after a 26‑year career at Walmart, including CEO roles in Argentina/Chile and Walmart Canada; he holds a bachelor’s degree from Universidad Argentina de la Empresa . Gap Inc. delivered FY2024 net sales of $15.1B (vs. $14.9B FY2023), EBIT of $1.1B (vs. $560M FY2023), and approx. 25% TSR in FY2024; Old Navy achieved $8.4B net sales (+2%) and +3% comps, contextualizing his brand leadership impact . Age was disclosed as 52 in Gap’s 2023 Form 10‑K executive roster .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Navy (Gap Inc.) | President & CEO | Aug 2022 – Present | Leads Old Navy’s value proposition and brand reinvigoration within Gap Inc.’s portfolio . |
| Walmart Canada | President & CEO | 2019 – 2022 | Led ~70k associates; drove significant e‑commerce growth; nationwide omnichannel modernization . |
| Walmart Argentina & Chile | President & CEO | 2015 – 2019 | Country leadership across merchandising, marketing, supply chain, store ops; multi‑country scope . |
| Walmart Argentina | President & CEO | 2012 – 2015 | CEO leadership in Argentina market . |
External Roles
- No current public company directorships disclosed for Barbeito in Gap’s filings. (Not listed among directors in the 2025 DEF 14A and not identified with outside boards in executive rosters) .
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 500,000 | 1,019,230 | 1,084,615 | Base increased during FY2024 from $1.0M to $1.1M to improve competitiveness . |
| Target Bonus % of Salary | — | 150% (offer terms) | 150% | Annual MICAP bonus; same target maintained in FY2024. |
| Actual Annual Bonus ($) | — | 2,595,611 | 3,253,022 | FY2024 payout = 200% of target (see metric table below) . |
| Sign‑On/Retention Cash ($) | 745,879 | 1,187,500 | 1,187,500 | Earned portion of sign‑on with repayment provisions . |
| Perquisites & Other ($) | 148,197 | 307,619 | 501,416 | Includes relocation, commuting, tax reimbursements; see detail below . |
Perquisite detail (FY2024):
- Tax reimbursement on taxable relocation/commuting: $177,790; relocation costs: $217,440; gift matching $46,479; disability/life premiums and plan matches included . Relocation/commuting benefits were extended through FY2025; tax reimbursements apply to taxable relocation/commuting per offer .
Performance Compensation
Annual Bonus Plan (FY2024)
| Metric | Weighting | Target Framework | Actual Result | Funding |
|---|---|---|---|---|
| SG&A as % of Net Sales (Gap Inc.) | 33.3% | 0% >34.4%; 100% at 34.1%; 200% ≤33.5% | 32.9% | 200% |
| Gap Inc. EBIT (YoY vs FY2023) | 33.3% | Thresh 101.4%; Target 119.3%; Max 137.2% | 183.2% | 200% |
| Individualized Brand EBIT (Old Navy) | 33.3% | Old Navy goal: Thresh 90.5%; Target 106.5%; Max 122.5% (vs FY2023 EBIT) | Old Navy achieved 140.4% | 200% (for Barbeito) |
- Formula produced a funded bonus equal to 200% of target for Barbeito; no individual adjustment applied to him .
Long‑Term Incentives (FY2024 Grants)
| Award | Grant Date | Target Value | Instrument & Target Shares | Vest/Performance | Key Terms |
|---|---|---|---|---|---|
| FY2024 LTI | Mar 18, 2024 | $5,500,000 | PRSU target $3.3M = 162,882 sh; RSU $2.2M = 108,588 sh | RSU vests 25% annually over 4 years ; PRSU 3‑yr FY2024‑2026 cumulative EBIT with ±20% TSR modifier; 0–300% payout; 100% delivered at certification in 2027 (service‑based condition through certification) | PRSU EBIT goal at Gap Inc. level; TSR vs S&P Retail Select Index . |
| Prior PRSU Cycle | FY2022–2024 | — | — | Below threshold: 0% payout (all named execs in cycle) | Confirms pay‑for‑performance. |
Grant accounting values (for reference, as reported): PRSU grant-date fair value $4,143,718; PRSU modification incremental fair value $52,937 (payout timing change); RSU grant-date fair value $2,531,627; total stock awards FY2024 $6,728,281 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 308 common shares directly; “<1%” of shares outstanding . |
| Unvested RSUs (as of 2/1/2025) | 96,429 sh vesting 32,143 each on 3/13/2025, 3/13/2026, 3/13/2027 ; 108,588 sh vesting 27,147 each on 3/18/2025, 3/18/2026, 3/18/2027, 3/18/2028 . |
| PRSUs Outstanding (as of 2/1/2025, SEC max display) | PRSU 4 (FY2023–2025): 578,571 sh shown at max; PRSU 5 (FY2024–2026): 488,646 sh shown at max (actual payout contingent on performance; PRSU 5 pays at certification in 2027) . |
| Stock Options | None outstanding for Barbeito in FY2024 tables . |
| Trading Plans (10b5‑1) | Adopted Dec 8, 2023 to sell up to 164,417 shares; modified Mar 25, 2024 to sell up to 132,028 shares (23,640 sold prior to modification); plan terminates Dec 6, 2024 unless earlier completion . |
| Hedging/Pledging | Hedging and pledging prohibited for officers; no pledging of company stock permitted . |
| Ownership Guidelines | Executives must meet minimums; Brand Presidents = 3x base salary; all covered Executives in compliance as of proxy date . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan | Participant in Senior Executive Severance Plan . Non‑CIC involuntary termination: 18 months salary continuation; prorated bonus (based on actual results; 100% individual component); 75% COBRA premium reimbursement up to 18 months; 6 months outplacement; up to 18 months financial counseling reimbursement; acceleration of time‑based RSUs/PRSUs scheduled to vest by April 1 following fiscal year of termination . |
| CIC (Double Trigger) | If involuntary termination without cause within 18 months post‑CIC: lump sum = 2x (salary + target bonus); prorated bonus at 100% individual component; 75% COBRA up to 18 months; 6 months outplacement; up to 18 months financial counseling; accelerated vesting of RSUs and PRSUs at target if performance incomplete . |
| Estimated Exit Economics (as of 2/1/2025) | Non‑CIC termination total $7,481,495; includes $1,650,000 salary continuation, $2,927,720 bonus, $23,969 health, $2,720 outplacement, $22,865 financial counseling, $2,854,221 equity acceleration (valued at $24.07) . CIC total $21,974,671; includes $5,500,000 lump sum, $2,927,720 bonus, $23,969 health, $2,720 outplacement, $22,865 financial counseling, $13,497,397 equity acceleration (valued at $24.07) . |
| Change‑in‑Control Equity | If awards not assumed/substituted, unvested equity vests at target upon CIC (valuation example as of 1/31/2025 provided in proxy) . |
| Clawback | Restatement‑mandated recoupment; also allows recovery for non‑restatement miscalculation or misconduct/negligence causing material harm (NYSE‑compliant) . |
| Tax Gross‑Ups | No golden‑parachute tax gross‑ups . |
Multi‑Year Compensation Summary (Named Executive Officer)
| Metric ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | 500,000 | 1,019,230 | 1,084,615 |
| Bonus (Sign‑On/Other) | 745,879 | 1,187,500 | 1,187,500 |
| Stock Awards (Grant‑Date Fair Value + PRSU5 mod) | 5,419,394 | 2,951,030 | 6,728,281 |
| Options (Grant‑Date FV) | — | — | — |
| Non‑Equity Incentive Plan (Annual Bonus) | — | 2,595,611 | 3,253,022 |
| All Other Compensation | 148,197 | 307,619 | 501,416 |
| Total | 6,813,470 | 8,060,990 | 12,754,834 |
Vesting Schedules and Potential Selling Pressure
| Item | Dates | Shares/Amount |
|---|---|---|
| RSU vesting (Grant 3/13/2024) | 3/13/2025, 3/13/2026, 3/13/2027 | 32,143 each (96,429 total) . |
| RSU vesting (Grant 3/18/2024) | 3/18/2025, 3/18/2026, 3/18/2027, 3/18/2028 | 27,147 each (108,588 total) . |
| PRSU 2024–2026 | Pays at 2027 certification | Payout 0–300% of 162,882 target shares; 100% delivery at certification (service required) . |
| PRSU 2022–2024 | Completed | 0% payout (below threshold) . |
| 10b5‑1 Plan (modified) | Through 12/6/2024 | Up to 132,028 shares for sale; 23,640 shares sold before modification . Original plan 164,417 shares adopted 12/8/2023 . |
Additional Alignment & Governance Signals
- Executive stock ownership policy strengthened in 2024; Brand Presidents required 3x salary; executives in compliance as of proxy date .
- Anti‑hedging and anti‑pledging enforced for officers .
- Say‑on‑Pay support: ~97% approval at 2024 annual meeting (for FY2023 program) .
- Independent compensation consultant: Frederic W. Cook & Co.; peer group spans large retail (e.g., TJX, Lululemon, Ross, Macy’s, Ralph Lauren, V.F. Corp., etc.) .
Performance & Track Record
| Measure | FY2024 Outcome |
|---|---|
| Gap Inc. Net Sales | $15.1B vs. $14.9B in FY2023 . |
| Gap Inc. EBIT | $1.1B vs. $560M in FY2023 . |
| Gap Inc. TSR (FY2024) | ~25% . |
| Old Navy | Net sales $8.4B (+2%); comps +3% . |
PRSU 2022–2024 cycle paid 0% (below threshold EBIT), demonstrating downside alignment in weak periods .
Compensation Structure Analysis
- Mix skews to performance: For FY2024, 60% of non‑CEO executive LTI was PRSUs with 3‑year EBIT target plus relative TSR modifier; annual bonus used SG&A %, Gap Inc. EBIT, and brand EBIT with equal weighting—emphasizing profitability and efficiency .
- Policy enhancements: 2024 change to deliver 100% of earned PRSUs at certification (vs. 50%/50% stagger), and RSUs to move from 4‑year to 3‑year vesting starting FY2025—aligning with market practice while keeping performance risk in PRSUs .
- No options granted in FY2024; last option grants were in prior years; no repricing/cash‑outs permitted without shareholder approval .
Related Party Transactions and Red Flags
- Company reported no transactions requiring Item 404(a) disclosure; hedging and pledging prohibited; no single‑trigger CIC; no tax gross‑ups on parachute payments .
- Risk indicator: Active/modified 10b5‑1 selling plan through Dec 2024 could create incremental supply near vesting windows (though pre‑planned) .
- Governance support: High say‑on‑pay approval (~97%) mitigates pay‑design backlash risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay passed with ~97% approval; shareholder outreach conducted biannually with top holders; committee retained pay design with rigorous goals .
Expertise & Qualifications
- Multi‑market, multi‑discipline retail operator (merchandising, marketing, supply chain, store ops) with omnichannel modernization experience; led Walmart Canada e‑commerce growth .
- Education: Bachelor’s degree, Universidad Argentina de la Empresa .
Work History & Career Trajectory
- 26 years at Walmart culminating in three CEO roles before joining Gap Inc./Old Navy in 2022 .
- Transitioned from large‑format mass retail to specialty apparel brand leadership—relevant to traffic, value, and fit/assortment execution .
Compensation Committee & Peer Group
- Committee (independent) uses Frederic W. Cook & Co.; peer group includes American Eagle, Bath & Body Works, Best Buy, Dollar General, Dollar Tree, Foot Locker, Kohl’s, Levi Strauss, Lululemon, Macy’s, Nordstrom, PVH, Ralph Lauren, Ross Stores, Skechers, TJX, V.F. Corp., Williams‑Sonoma, Qurate .
Investment Implications
- Alignment: High performance‑at‑risk mix (PRSU EBIT + TSR) and zero PRSU payout for 2022–2024 cycle support pay‑for‑performance; FY2024 200% bonus reflects strong corporate EBIT and SG&A control plus Old Navy EBIT overachievement—indicative of improving execution momentum under current leadership .
- Ownership/pressure: While policy requires 3x salary ownership and executives are in compliance, direct beneficial holdings are minimal, and a 10b5‑1 plan through Dec 2024 indicates potential near‑term selling pressure around vest events (albeit pre‑scheduled) .
- Retention/exit: Non‑CIC and CIC exit packages are competitive but not excessive for brand CEO scope; double‑trigger CIC with target‑level equity vesting creates standard retention but could be dilutive in a takeover scenario if performance cycles are incomplete .
- Execution risk: Sustaining EBIT improvement is critical given PRSU structure; brand results (Old Navy comps +3%, sales +2%) are constructive, but multi‑year EBIT targets and relative TSR modifiers preserve downside risk if momentum stalls .