Maggie Gauger
About Maggie Gauger
Maggie Gauger is Global Brand President and CEO of Athleta at Gap Inc., appointed effective August 1, 2025, after more than 20 years in leadership roles at Nike, most recently leading Nike’s North America Women’s business across retail, strategy, merchandising, product creation, commerce, digital, and general management responsibilities . She inherits Athleta amid a purposeful reset; in fiscal 2024 Athleta net sales declined 1% with flat comps, even as Gap Inc. overall delivered 2024 net sales of $15.1B (vs. $14.9B in 2023), EBIT of $1.1B (vs. $560M in 2023), and ~25% TSR—establishing a performance baseline against which her tenure will be measured . Management has stated confidence that under her leadership Athleta “can reemerge” as a purpose-led brand, though near-term execution risk is elevated given recent underperformance and the reset timeline .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nike | Head of North America Women’s Business; prior leadership roles across retail, strategy, merchandising, product creation, commerce, digital, and GM | 20+ years (through 2025) | Drove growth, brand love, and customer acquisition in the women’s active/athleisure market; experience reinvigorating underperforming segments |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | No external directorships disclosed in appointment materials | — | — |
Fixed Compensation
Gap Inc.’s latest proxy details brand president cash pay benchmarks (useful reference for Athleta’s CEO role; exact terms for Ms. Gauger not yet disclosed).
| Executive (FY2024) | Role | Base salary ($) | Target bonus (% of salary) |
|---|---|---|---|
| Haio Barbeito | President & CEO, Old Navy | 1,100,000 | 150% |
| Mark Breitbard | President & CEO, Gap brand | 1,100,000 | 150% |
| Chris Blakeslee | President & CEO, Athleta | 950,000 | 150% |
Additional context:
- Gap Inc.’s annual bonus formula in FY2024 emphasized profitability and cost discipline: 33.3% SG&A as % of net sales; 33.3% Gap Inc. EBIT; 33.3% individualized brand EBIT (brand-specific for brand CEOs) .
- Executives are covered by robust ownership, hedging/pledging and recoupment policies (see Equity Ownership & Alignment) .
Performance Compensation
Annual bonus structure (FY2024 program design at Gap Inc.—indicative of brand CEO incentives):
| Component | Weight | Target definition | FY2024 outcome/funding |
|---|---|---|---|
| SG&A as % of net sales | 33.3% | Company SG&A rate vs. targets set by net sales bands | 32.9% result → 200% funding |
| Gap Inc. EBIT | 33.3% | Company EBIT vs. threshold/target/max (vs. FY2023 actual) | 183.2% of FY2023 → 200% funding |
| Individualized brand EBIT | 33.3% | Brand EBIT vs. FY2023 baseline; brand-weighted for corporate roles | Old Navy 200%, Gap brand 200%, Athleta 0% funding |
Illustrative FY2024 payouts (brand presidents):
| Executive | Funded bonus ($) | Actual bonus ($) | Actual as % of target |
|---|---|---|---|
| Haio Barbeito (Old Navy) | 3,253,022 | 3,253,022 | 200% |
| Mark Breitbard (Gap brand) | 3,300,000 | 3,300,000 | 200% |
| Chris Blakeslee (Athleta) | 1,900,000 | 1,239,750 (negative individual adjustment) | 87% |
Long-term incentives (equity):
- PRSUs: 3-year cumulative Gap Inc. EBIT with +/-20% relative TSR modifier vs. S&P Retail Select Index; potential 0–300% of target; beginning with 2024 grants, 100% of earned shares deliver at performance certification .
- RSUs: time-based; 2024 grants vest 25% annually over 4 years; beginning FY2025, new awards generally vest ratably over 3 years to align with market practice .
Recent history of PRSU results underscores pay-for-performance: the FY2022–2024 PRSU cycle paid 0% (below-threshold cumulative EBIT), despite a positive TSR modifier—disciplining outcomes when multi-year profit goals are missed .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Executive stock ownership guidelines | Brand Presidents must hold stock equal to 3x base salary; unvested PRSUs don’t count; hold-50% of net after-tax shares until compliant |
| Hedging/pledging | Prohibited for officers and directors (no short sales, collars, swaps, margin pledging) |
| Trading controls | Blackout periods, pre-clearance required for senior insiders (SLT, Finance VPs+, directors) before trading |
| Clawback | Recoupment policy (Aug 2023) requires recovery for restatements and allows recovery for non-restatement miscalculations or misconduct/negligence causing material harm |
Implications: The 3x salary ownership requirement and hedging/pledging prohibitions support alignment; trading controls and clawback reduce governance risk .
Employment Terms
Gap Inc.’s Senior Executive Severance Plan (amended and restated effective Aug 12, 2025) governs eligible executives (grades 14/15) and is the key retention/separation framework:
| Scenario | Cash severance | Bonus | Equity treatment | Other |
|---|---|---|---|---|
| Termination not within CIC period | 18 months of base salary (income continuation) | Prorated annual bonus (if ≥3 months service in year) | RSUs and performance units subject only to time vesting scheduled to vest before April 1 following fiscal year of termination vest at termination; other awards per grant terms | 6 months outplacement; financial counseling continuation; relocation return benefits if relocation within 18 months (with tax gross-up on those relocation benefits) |
| Termination within CIC period (18 months post-CIC) | Lump sum equal to 2x (base salary + target bonus) | Prorated annual bonus | LTIP updated: if PRSUs aren’t assumed/continued by acquirer, they fully vest at target on CIC; otherwise per plan/award terms | Financial counseling continuation; relocation return benefits if applicable |
Notes:
- “Change in Control” as defined in the 2016 LTIP; Section 409A-compliant .
- Plan term through June 30, 2029 unless extended .
- At-will employment; clawback and ERISA top-hat plan provisions apply .
Vesting and selling pressure signals:
- RSU cadence has moved to 3-year ratable vesting for new awards beginning FY2025; typical annual vest tranches can create periodic liquidity windows subject to blackout and pre-clearance .
- PRSUs deliver 100% at certification after the 3-year performance period (beginning with 2024 grants), concentrating potential award settlements around certification dates; CIC non-assumption can accelerate PRSUs at target .
Performance & Track Record
- Appointment context: Athleta is in reset; Q2 FY2026 commentary cited disappointment in Athleta’s results, with management bringing in Ms. Gauger to stabilize and reposition the brand given her women’s active experience .
- Early tenure signals: Leadership messaging emphasizes returning Athleta to performance roots and purpose-led positioning; CEO highlighted her Nike track record and alignment with Athleta’s mission .
- Company baseline: Fiscal 2024 company TSR ~25% with EBIT improvement to $1.1B; Athleta’s 2024 comps were flat with –1% net sales, framing the turnaround challenge and upside potential .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Compensation governance practices include no single-trigger CIC, no golden parachute tax gross-ups, no dividends on unvested equity, and use of an independent consultant (FW Cook) .
- Peer group used to benchmark executive pay spans 20+ retail/consumer names (e.g., Lululemon, Levi Strauss, TJX, Ross, Ralph Lauren, V.F., Macy’s) .
- Say-on-pay: 97% approval in 2024, with shareholder outreach indicating favorable views of pay design; annual cash bonus metrics weighted to EBIT and SG&A, and PRSUs driven by 3-year EBIT with TSR modifier .
Related Party Transactions and Risk Indicators
- No related party transactions requiring disclosure under Item 404(a) were identified in the latest proxy .
- Compensation risk assessment concluded programs are not reasonably likely to have a material adverse effect; robust insider trading controls and clawback in place .
Investment Implications
- Alignment: Strong pay-for-performance design (multi-year EBIT + relative TSR PRSUs; profit/cost-focused annual bonus) should reward Athleta profit recovery and brand reinvigoration under Gauger’s leadership—positive for shareholders if execution improves .
- Retention and risk: The severance framework (18 months salary or 2x salary+target bonus in CIC), new 3-year RSU vesting, and 3-year PRSU cycles support retention, though Athleta’s starting point (0% brand EBIT funding in 2024) underscores execution risk and potential variability in bonus outcomes .
- Trading signals: Watch for post-grant RSU annual vest tranches and PRSU certification settlements as potential supply events; actual timing subject to blackout windows and pre-clearance, with hedging/pledging banned—reducing adverse alignment signals .
- Governance: High say-on-pay support, stringent ownership guidelines (3x salary for brand presidents), and a broad clawback reduce governance red flags while enhancing incentive alignment during Athleta’s reset .