Kathryn Hall
About Kathryn Hall
Kathryn Hall (age 67) has served as an independent director of The Gap, Inc. since 2022. She is Executive Managing Director at Pathstone (2024–present), founder and Co‑Executive Chair of Galvanize Climate Solutions (since 2021), and previously founded and co‑chaired Hall Capital Partners (1994–2024); earlier, she was General Partner at Laurel Arbitrage Partners (1989–1994). She brings deep financial and investment expertise and is designated an Audit Committee Financial Expert by GAP’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hall Capital Partners | Founder & Co‑Chair | 1994–2024 | Built a leading investment firm; financial/investment leadership |
| Laurel Arbitrage Partners | General Partner | 1989–1994 | Arbitrage investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pathstone | Executive Managing Director | 2024–present | Investment advisor; >$150B assets under advisement/administration (per biography) |
| Galvanize Climate Solutions | Founder & Co‑Executive Chair | 2021–present | Mission‑driven investment platform; sustainability integration |
| Cohn Robbins Holding Corporation | Director (former) | Within last five years | Former public company directorship |
Board Governance
- Committee assignments: Audit & Finance Committee Member; designated Audit Committee Financial Expert .
- Independence: Board determined Ms. Hall is independent under SEC/NYSE rules; standing committees composed solely of independent directors .
- Attendance and engagement:
- Board met 5 times in FY2024; Audit & Finance met 9 times; Compensation met 7; Governance met 4 .
- Every director attended at least 75% of Board/committee meetings; all 12 directors attended the 2024 Annual Meeting .
- Oversight scope of Audit & Finance includes financial reporting, internal controls, ERM, compliance, data privacy/cybersecurity, and auditor oversight .
| Meetings FY2024 | Count |
|---|---|
| Board meetings | 5 |
| Audit & Finance Committee | 9 |
| Compensation & Management Development Committee | 7 |
| Governance & Sustainability Committee | 4 |
Fixed Compensation
| Component | FY2024 Cash ($) | FY2025 Cash ($) |
|---|---|---|
| Annual retainer | 90,000 | 95,000 |
| Audit & Finance Committee member fee | 16,000 | 16,000 |
| Committee chair fees (if applicable) | N/A to Hall | N/A to Hall |
| Lead Independent Director add’l retainer | N/A | N/A |
| Board Chair add’l retainer | N/A | N/A |
| Kathryn Hall – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 106,000 |
| Stock Awards (grant date fair value; fully vested stock units with 3‑year deferral) | 169,977 |
| All Other Compensation (gift cards/matching) | 200 |
| Total | 276,177 |
Other director benefits:
- Merchandise discounts; optional product familiarization gift cards up to $5,000 annually; Gift Match Program up to $15,000 for directors; Deferred Compensation Plan access (no match for directors) .
Performance Compensation
Directors do not receive performance‑based pay. Equity compensation is time‑vested stock units with a 3‑year deferral:
- Annual stock units increased to $185,000 for FY2025 (from $170,000), granted June 30; units are fully vested upon grant but subject to 3‑year deferral and earn dividend equivalents that are reinvested .
| Equity Program (Directors) | FY2024 | FY2025 |
|---|---|---|
| Annual stock unit grant value | $170,000 (program value; Ms. Hall grant date fair value $169,977) | $185,000 |
| Vesting | Fully vested at grant; 3‑year deferral; dividend equivalents reinvested | Same |
Other Directorships & Interlocks
| Director | Current Public Boards | Prior Public Boards (last 5 yrs) | Interlocks/Insider Participation |
|---|---|---|---|
| Kathryn Hall | None disclosed | Cohn Robbins Holding Corporation | No compensation committee interlocks disclosed involving Hall; the proxy’s interlocks discussion covers other committee members and notes no relationships under Item 404 |
Expertise & Qualifications
- Audit Committee Financial Expert designation (Reg S‑K 407(d)(5)) .
- Extensive financial/investment leadership and sustainability integration experience (Pathstone, Hall Capital Partners, Galvanize Climate Solutions) .
- Board independence and governance familiarity; adherence to GAP’s director onboarding/education and overboarding policies .
Equity Ownership
| Holder/Form | Shares | Notes |
|---|---|---|
| KBRWJ Investors LP (directly holds) | 3,389,284 | Ms. Hall is sole managing member of KHALL LLC, GP of KBRWJ; has sole voting/dispositive power in a fiduciary capacity; disclaims beneficial ownership except to extent of indirect pecuniary interest . |
| Deferred stock units (and related dividend equivalents; vesting within 60 days) | 49,199 | Fully vested units subject to 3‑year deferral; settle into shares upon ceasing Board service . |
| Total reported beneficial holdings (per proxy table) | 3,438,483 | % of class “*” (less than 1%) . |
Ownership alignment policies:
- Director stock ownership guideline: hold stock (including deferred stock units) worth ≥5× annual base retainer within 3 years; all directors in compliance or on track as of proxy filing .
- Hedging/pledging: prohibited for directors and covered insiders .
Insider trades and settlements:
- 06/30/2024: Acquired 7,115 stock units (fully vested; deferred) and 1,031.0553 dividend equivalent rights (economic equivalent of one share each) .
- 06/30/2025: Dividend equivalent rights accrued/settled (2,572.9646) and settlement of previously deferred stock units from 06/30/2022 grant; reported on Form 4 .
- 11/08/2025: Settlement of stock units (14,834) and dividend equivalent rights (1,521.5678) from 11/08/2022 grant; no cash consideration (award settlement) .
| Date | Transaction | Shares/Units | Notes |
|---|---|---|---|
| 06/30/2024 | Stock Units Granted | 7,115 | Fully vested; 3‑yr deferral |
| 06/30/2024 | Dividend Equivalent Rights Accrued | 1,031.0553 | Economic equivalent of one share per DER |
| 06/30/2025 | Dividend Equivalent Rights (settlement/adjustment) | 2,572.9646 | DERs tied to prior stock unit grants |
| 06/30/2025 | Settlement of prior stock units | Noted in filing | Settlement of 06/30/2022 units (shares issued upon end of deferral) |
| 11/08/2025 | Stock Units Settled | 14,834 | Settlement of 11/08/2022 units; $0 price (award settlement) |
| 11/08/2025 | Dividend Equivalent Rights Settled | 1,521.5678 | Shares issued in settlement of DERs; $0 price |
Governance Assessment
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Strengths:
- Independence and financial acumen: independent director; Audit Committee Financial Expert; active oversight of financial reporting, internal controls, ERM, and cybersecurity .
- Engagement: strong attendance; participation in Audit & Finance Committee; Board/committee executive sessions support independent oversight .
- Alignment and policies: director ownership guidelines; anti‑hedging/pledging; robust related‑party review; no related‑party transactions disclosed .
- Equity deferral structure and periodic DER settlements align director interests with long‑term shareholders while limiting near‑term liquidity .
-
Potential watch items:
- Fiduciary control over KBRWJ’s 3.39M shares (with Ms. Hall disclaiming beneficial ownership) indicates significant voting power via entities she manages; monitor for any future related‑party transactions or potential conflicts, although none are disclosed and independence is affirmed .
- Multiple external investment roles (Pathstone, Galvanize) underscore expertise but warrant routine conflict checks; GAP’s policies require disclosure and committee review of any related‑party exposure, with none reported .
Overall, Ms. Hall’s profile signals strong board effectiveness through audit expertise and consistent engagement, with structured equity and ownership policies bolstering alignment; current disclosures show no conflicts or related‑party transactions requiring attention .