Julie Gruber
About Julie Gruber
Executive Vice President, Chief Legal & Compliance Officer and Corporate Secretary at Gap Inc.; she leads Legal, Compliance, Government Affairs, Employee & Labor Relations, Asset Protection and Global Security, advises the Board, established the Cyber Security & Privacy Council, co-founded Gap’s Risk Committee, and chairs Integrity and Corporate Crisis teams . Education: JD, UC Hastings College of Law (U.C. Law SF); BA, Political Science, Yale University . Fiscal 2024 company performance context: net sales $15.1B vs $14.9B in FY23; EBIT $1.1B vs $560M; TSR ~25% in FY24, with positive 3-year TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gap Inc. | EVP, Global General Counsel, Corporate Secretary & Chief Compliance Officer (offer letter) | Start date Feb 29, 2016 | Elevated legal, compliance oversight; special stock award to support retention |
| Gap Inc. | Corporate Executive Vice President, Global General Counsel, Corporate Secretary & Chief Compliance Officer (new offer letter) | Start date Mar 23, 2020 | Increased compensation/long-term incentives; severance protection; governance continuity |
| U.S. District Court, San Jose | Law Clerk to Hon. Ronald M. Whyte | Not disclosed | Foundational federal litigation experience |
| Bronson, Bronson & McKinnon | Associate | Not disclosed | Commercial legal practice; IP/branding exposure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Susan G. Komen | Board member | Not disclosed | Governance and mission support in health equity and cancer research |
| RILA Retail Litigation Center | Board member | Not disclosed | Industry legal strategy and litigation advocacy |
| LifeMoves | Board/Executive Board (noted) | Not disclosed | Community impact; homelessness initiatives |
Fixed Compensation
| Metric | 2016 Offer (effective Feb 29, 2016) | 2020 Offer (effective Mar 23, 2020) |
|---|---|---|
| Base Salary ($) | $575,000 | $750,000 |
| Target Bonus (%) | 80% of base | 100% of base |
| Bonus Max (%) | 160% of target | 200% of target |
| Pay Frequency / Review | Bi-weekly; review March 2017 | Bi-weekly; review March 2021 |
Performance Compensation
| Component | Design | Metric Weighting | Targets | Actual FY24 Company Outcome | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive | Executives’ bonuses based on SG&A% of net sales, Gap Inc. EBIT, and individualized weighted brand avg EBIT (applies broadly to eligible executives) | 33.3% SG&A%; 33.3% Gap Inc. EBIT; 33.3% individualized brand avg EBIT | Committee-set rigorous threshold/target/max | SG&A 32.9% → 200% funding; Gap Inc. EBIT 183.2% of FY23 EBIT → 200% funding; brand EBIT attainments varied by brand; individualized component not disclosed for Gruber | Funded bonus based on metric attainment; individual performance adjustment possible; payout range 0–200% of target | |
| Long-Term Incentive (LTI) – PRSUs | Targets three-year cumulative Company EBIT; modifier based on relative TSR vs S&P Retail Select Index | N/A (design element) | EBIT threshold/target/max; TSR 25th–75th percentile modifier 80–120% | FY22–24 cycle earned 0% due to below-threshold cumulative EBIT (context for PRSU program) | 0–250% based on EBIT; modified ±20% for TSR (0–300% total) | For cycles granted in 2024, 100% of earned shares vest at certification after 3-year period (market-aligned change) |
| Long-Term Incentive (LTI) – RSUs | Time-based equity | N/A | N/A | N/A | Time-based retention | Generally vested 25% annually over four years (moving to 3-year ratable from FY25) |
Gruber-specific LTI mix at appointment:
- FY2020 target LTI value $2,400,000 comprised of 60% PRSUs, 20% options, 20% RSUs .
- 2016 special stock award: 20,000 stock units; tranche of 10,000 units vests two years from grant date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Rule 10b5-1 Plan | Adopted Aug 29, 2023 to sell up to 417,892 shares; plan terminates Mar 14, 2025 unless earlier or fully executed . |
| Stock Ownership Guidelines (Executives) | CEO 6x salary; Brand Presidents & CFO 3x; Executive Vice Presidents 2x; covered Executives had met requirements as of proxy date . |
| Hedging / Pledging | Prohibited for officers and directors under Securities Law Compliance Manual; no pledging of company stock permitted . |
| Clawback | Executive Compensation Recoupment Policy updated Aug 2023: mandatory recovery upon financial restatement; discretionary recovery for miscalculations or misconduct causing material harm . |
Employment Terms
| Provision | Detail |
|---|---|
| Offer Letter (Mar 5, 2020) | Annual salary $750,000; 100% target bonus; LTI $2,400,000 (60% PRSUs/20% options/20% RSUs); start Mar 23, 2020 . |
| Severance (2020 letter) | If involuntarily terminated without cause before Jun 30, 2021: 18 months salary continuation after release; payments cease if she accepts employment with a competitor; release effective within 45 days . |
| Severance Extension | Terms extended to Jun 30, 2024 with no changes; after that, severance eligibility subject to Committee under same terms as similarly situated executive officers . |
| Non-Compete / Competitor Clause | Severance payments cease upon accepting employment or professional relationship with a competitor (apparel design/retail; or retailer with apparel sales exceeding threshold) . |
| Insider Trading Controls | Trading blackout periods; preclearance required for senior insiders; restrictions on hedging/derivatives; margin pledging prohibited . |
| Change-in-Control Treatment (Company-wide) | No single-trigger CIC; unassumed awards vest at target immediately prior to CIC; acquiror may assume or substitute awards; PRSUs can be continued with/without performance conditions . |
| Tax Gross-Ups | No golden parachute tax gross-ups for Executives . |
| SERP/Pension | No supplemental executive retirement plan or executive pension plan . |
Investment Implications
- Alignment: Gruber’s compensation architecture ties significant value to long-term EBIT and relative TSR via PRSUs, consistent with pay-for-performance; executive stock ownership policy requires EVPs to hold 2x salary and prohibits hedging/pledging, supporting alignment with shareholders .
- Retention/Pressure: Contractual severance protection through Jun 30, 2024 reduces near-term retention risk; the Rule 10b5-1 plan to sell up to 417,892 shares through Mar 14, 2025 suggests scheduled selling that could create episodic supply but is pre-arranged and policy-compliant .
- Governance Quality: Robust clawback, no single-trigger CIC, no tax gross-ups, and strong insider-trading controls reduce governance red flags; company-wide FY24 performance exceeded targets (EBIT and SG&A), indicating incentive designs are paying for improved results .
- Signal: As Corporate Secretary and chief legal/compliance executive, Gruber anchors risk oversight (cybersecurity, privacy, enterprise risk committees), which supports execution confidence in the turnaround under strong FY24 TSR (~25%) and EBIT expansion .