Jody Gerson
About Jody Gerson
Independent director of The Gap, Inc., appointed September 15, 2025; Chairman & CEO of Universal Music Publishing Group (UMPG) since 2015, widely recognized for transforming UMPG and leading landmark artist signings and catalog acquisitions . Non-employee director; no arrangements or related-party transactions at appointment and eligible for standard director compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Universal Music Publishing Group (UMPG) | Chairman & CEO | 2015–present | Led signing of Adele, Harry Styles, Kendrick Lamar, SZA, Coldplay; drove Bob Dylan, Neil Diamond, Sting catalog acquisitions |
| Global music industry | Cultural leadership | >30 years | First female CEO of a major music publisher; first woman to chair a global music company |
External Roles
| Organization | Role | Type |
|---|---|---|
| USC Annenberg Inclusion Initiative | Board member | Academic/Research |
| Rock & Roll Hall of Fame | Board member | Non-profit |
| Ancestry.com | Board member | Private company |
| Project Healthy Minds | Board member | Non-profit |
| National Music Publishers Association | Board member | Trade association |
| She Is The Music | Co-founder | Non-profit |
Board Governance
- Independence and conflicts: Appointed as a non-employee director; Board disclosed no arrangements or related-party transactions requiring disclosure (Item 404) with Gerson at appointment, supporting independence . GAP maintains a majority independent board (10 of 11 nominees in 2025) and committees composed solely of independent directors .
- Committee assignments: Not disclosed at appointment; GAP’s standing committees are Audit & Finance, Compensation & Management Development, and Governance & Sustainability .
- Attendance expectations: Directors are expected to attend all meetings; in FY2024, each director attended ≥75% of meetings on which they served, and all 12 directors attended the 2024 Annual Meeting (Gerson joined after FY2024) .
- Stock ownership and trading restrictions: Directors must reach ownership equal to 5x annual base retainer within 3 years of joining the Board; directors are prohibited from hedging or pledging company stock .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual base cash retainer | $95,000 (FY2025 schedule) | Pro rata for service starting 09/15/2025 |
| Initial stock unit grant (new director) | $185,000 | Fully vested stock units granted at appointment (09/15/2025); subject to 3-year deferral; earns dividend equivalents; shares issued after deferral or upon ceasing to be a director |
| Annual stock unit grant (continuing directors) | $185,000 (from FY2025) | Granted June 30 annually (or post-annual meeting if later); newly appointed directors receive first annual grant prorated at next cycle |
| Committee membership fees | Audit & Finance $16,000; Compensation $12,000; Governance $10,000 (FY2025 schedule) | Payable if/when assigned to committees (not yet disclosed for Gerson) |
| Committee chair fees | Audit & Finance $40,000; Compensation $25,000; Governance $20,000 (FY2025 schedule) | Applicable if appointed chair (not applicable to Gerson at appointment) |
| Chair/Lead Independent Director premiums | Board Chair $200,000; Lead Independent Director $40,000 | Not applicable to Gerson |
| Benefits/perquisites | Product familiarization gift cards up to $5,000 annually; Gift Match Program up to $15,000 for directors (calendar 2024) | Available to non-employee directors per policy |
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Director equity program | Fully vested stock units with 3-year deferral; dividend equivalents reinvested | No performance-based director awards; options not granted to directors in FY2024 |
Other Directorships & Interlocks
| Public Company Boards | Interlocks with GAP Stakeholders | Notes |
|---|---|---|
| None disclosed in appointment materials | UMPG is a music publisher; GAP has music-driven fashion campaigns; at appointment, no related-party transactions requiring disclosure with Gerson | Cultural/marketing synergies (“fashiontainment”) may enhance brand resonance; oversight needed to avoid conflicts in future commercial deals |
Expertise & Qualifications
- Culture, brand, and marketing leadership integrating fashion and music; aligns with GAP’s “fashiontainment” strategy articulated by management and Chair .
- Executive leadership and creative industry deal-making (major artist signings and catalog acquisitions) .
- Board and non-profit governance across culture and inclusion initiatives (USC Annenberg, Rock & Roll Hall of Fame, NMPA, She Is The Music) .
Equity Ownership
| Item | Status |
|---|---|
| Form 3 initial beneficial ownership | Reported “No securities are beneficially owned” on 09/17/2025; amendment on 09/18/2025 attached Power of Attorney |
| Appointment equity grant | Received stock units valued at $185,000 at appointment; fully vested but deferred, which may explain Form 3 “no beneficially owned” disclosure at that time |
| Director ownership guideline | Must hold 5x base retainer within 3 years of joining Board |
| Hedging/pledging | Prohibited for directors |
Insider Filings
| Date | Filing | Key Disclosure |
|---|---|---|
| 09/17/2025 | Form 3 | Initial statement; “No securities are beneficially owned.” |
| 09/18/2025 | Form 3/A | Amendment filing to attach Power of Attorney; “No securities are beneficially owned.” |
Governance Assessment
- Positives: Clear independence posture at appointment (no Item 404 transactions), standard director compensation and ownership alignment via stock units and 5x retainer guideline, robust anti-hedging/pledging policy, majority-independent board and independent committees .
- Strategic fit: Deep cultural and entertainment expertise aligned to GAP’s brand strategy (“fashiontainment”), potentially improving marketing ROI and consumer engagement .
- Monitoring points/RED FLAGS to watch: Future commercial relationships between GAP and UMPG (ensure proper related-party review if any arise) ; committee workload/overboarding—GAP policy caps public boards for full-time executives at ≤3 (including GAP); Gerson’s current external board roles are largely non-public/non-profit, consistent with policy . No attendance or committee assignment data yet; to be disclosed in the next proxy .
- Shareholder confidence signals: Strong say-on-pay support in 2024 (97%) and established compensation governance (independent consultant; clawback policy), reflecting broader governance discipline at GAP .