Mark Breitbard
About Mark Breitbard
Mark Breitbard is President and CEO of Gap brand (Gap Inc.) and has served in this role since September 2020; he is 57 years old . In fiscal 2024, Gap Inc. delivered net sales of $15.1B vs. $14.9B in fiscal 2023, EBIT of $1.1B vs. $560M, and approximately 25% TSR; Gap brand net sales were $3.3B (flat) with +4% comparable sales, framing the operating context for his incentive outcomes . The company’s compensation framework emphasizes pay-for-performance via EBIT- and SG&A-based annual bonuses and multi‑year PRSUs tied to cumulative EBIT with a relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact/Notes |
|---|---|---|---|
| Gap Inc. | President & CEO, Gap brand | Effective Sept 2020 | Gap brand comps +4% in FY2024 as brand reinvigoration playbook progressed |
| Gap Inc. | President & CEO, Specialty Brands | Mar 2020 – Sept 2020 | Oversaw portfolio brands prior to taking Gap brand |
| Gap Inc. | President & CEO, Banana Republic | May 2017 – Mar 2020 | Led premium lifestyle repositioning groundwork |
| Gymboree Corporation | Chief Executive Officer | Jan 2013 – Apr 2017 | External CEO role prior to returning to Gap Inc. |
| Gap Inc. | President, Gap North America; EVP, Gap North America Merchandising; EVP, GapKids & babyGap | 2010 – 2013 (various) | Senior merchandising and brand leadership posts at Gap brand |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Gymboree Corporation | Chief Executive Officer | 2013 – 2017 | CEO of children’s apparel retailer prior to rejoining Gap Inc. |
Fixed Compensation
| Component (FY2024 unless noted) | Detail |
|---|---|
| Base Salary | $1,100,000 |
| Perquisites and Other | Financial counseling $15,243; Company 401(k) match $12,425; Deferred Compensation Plan match $30,200; Gift matching $15,000; total “All Other Compensation” $74,369 |
Performance Compensation
Annual Cash Incentive (FY2024)
- Structure: 33.3% SG&A as % of net sales, 33.3% Gap Inc. EBIT, 33.3% individualized brand EBIT (100% Gap brand for Breitbard); target bonus 150% of base salary; payout range 0–200% of target .
- Results: SG&A % result 32.9% (funded 200%); Gap Inc. EBIT 183.2% of FY2023 actual (funded 200%); Gap brand EBIT 149.7% of FY2023 actual (funded 200%); no individual adjustment applied to Breitbard .
- Actual bonus: $3,300,000 (200% of target) .
| Metric (FY2024) | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| SG&A as % of Net Sales | 33.3% | >34.4% → 0% | 34.1% → 100% | ≤33.5% → 200% | 32.9% | 200% |
| Gap Inc. EBIT vs FY2023 | 33.3% | 101.4% | 119.3% | 137.2% | 183.2% | 200% |
| Gap brand EBIT vs FY2023 | 33.3% | 94.5% | 111.2% | 127.9% | 149.7% | 200% |
| Resulting Bonus | — | — | — | — | — | $3,300,000 |
Long-Term Incentives
- Mix and design: Executives granted 60% PRSUs and 40% RSUs in FY2024; PRSUs earned on 3‑year cumulative Gap Inc. EBIT (0–250% of target) with ±20% relative TSR modifier vs S&P Retail Select Index (total 0–300%); beginning with FY2024–2026 cycle, 100% of earned PRSUs delivered at certification; 2024 RSUs vest 25% annually over 4 years; from FY2025, RSUs vest over 3 years .
- FY2024 grant sizing (intended target values): Breitbard total LTI target $3,500,000; PRSUs $2,100,000 (103,652 target shares); RSUs $1,400,000 equivalent value .
- Prior PRSU cycle outcome: FY2022–2024 PRSUs paid 0% (below threshold on 3‑year cumulative EBIT) .
| PRSU Program | Performance Metric | Modifier | Vesting/Delivery | Target Shares (Breitbard) |
|---|---|---|---|---|
| FY2024–2026 PRSUs | 3‑yr cumulative EBIT (0–250% of target) | ±20% vs S&P Retail Select (0–300% total) | 100% at certification (service through certification) | 103,652 |
| FY2022–2024 PRSUs | 3‑yr cumulative EBIT (vs FY2023 baseline); result 0% achieved | 120% modifier did not apply (0% base) | N/A (no payout) | N/A |
Equity Ownership & Alignment
- Beneficial ownership (as of March 21, 2025): 123,985 common shares; 964,990 options/awards vesting within 60 days; total 1,088,975 (<1% of class) .
- Outstanding equity awards (FY2024 year-end):
- Options: Multiple tranches outstanding; examples include 300,000 at $25.90 exp. 5/1/2027; 180,000 at $32.23 exp. 3/19/2028; 180,000 at $25.56 exp. 3/18/2029; 140,000 at $19.35 exp. 12/20/2029; 46,664 ex./15,555 unex. at $32.25 exp. 3/15/2031; 68,514 ex./68,515 unex. at $13.93 exp. 3/14/2032 .
- Unvested RSUs: 5,283; 24,072; 75,000; 69,101 units (with reported market values) .
- Unearned PRSUs (target basis): 450,000 and 310,956 (with reported payout values) .
- Stock ownership policy: Brand Presidents must hold stock equal to 3x salary; all covered Executives had met requirements; unvested PRSUs and options do not count .
- Hedging/pledging: Company prohibits hedging and pledging; officers cannot hold Company stock in margin accounts .
- Trading plan: On June 13, 2025, Breitbard adopted a Rule 10b5‑1 plan to sell up to 1,251,398 shares (including 947,863 from options), expiring by Dec 31, 2026 unless completed earlier .
| Ownership Detail | Amount |
|---|---|
| Common Stock Owned | 123,985 |
| Options/Awards Vesting ≤60 Days | 964,990 |
| Total Beneficial Ownership | 1,088,975 (<1% of shares outstanding) |
| Ownership Guideline | 3x salary for Brand Presidents; in compliance |
| Hedging/Pledging | Prohibited |
| 10b5‑1 Plan Capacity | Up to 1,251,398 shares (incl. 947,863 options) |
Employment Terms
- Severance (non‑change‑in‑control): If terminated without cause, indicative FY2024 amounts for Breitbard were 18 months’ salary ($1,650,000), bonus ($2,970,000), health benefits ($23,969), outplacement ($2,720), financial counseling ($22,865), plus equity acceleration valued at $2,741,693; total $7,411,247 (illustrative as of Feb 1, 2025) .
- Change‑in‑control (double trigger): Within 18 months post‑CIC upon involuntary termination, lump sum equal to 2x (salary + target bonus) = $5,500,000, FY2024 bonus proxy amount $2,970,000, benefits, and equity acceleration valued at $10,280,490; total $18,800,044 (illustrative as of Feb 1, 2025). Company states no single‑trigger CIC benefits .
- Equity treatment under CIC: 2016 LTIP permits acquiror to assume/continue PRSUs; if not, PRSUs vest at target .
- Clawback: Executive Compensation Recoupment Policy requires recovery after restatement and permits recovery for miscalculations or misconduct/negligence causing material harm .
| Scenario (as of 2/1/2025) | Cash (Salary) | Cash (Bonus) | Benefits/Other | Equity Accel. | Total |
|---|---|---|---|---|---|
| Termination w/o Cause (non‑CIC) | $1,650,000 | $2,970,000 | $49,554 incl. health, outplacement, counseling | $2,741,693 | $7,411,247 |
| Termination w/o Cause or Good Reason within 18 mo. post‑CIC | $5,500,000 | $2,970,000 | $49,554 incl. health, outplacement, counseling | $10,280,490 | $18,800,044 |
Performance & Track Record
| Period/Metric | Result |
|---|---|
| Company FY2024 | Net sales $15.1B vs $14.9B FY2023; EBIT $1.1B vs $560M FY2023; TSR ~25% |
| Gap brand FY2024 | Net sales $3.3B (flat); comps +4% |
| Bonus design linkage | FY2024 annual bonus based on SG&A %, Gap Inc. EBIT, and brand EBIT (equal weights) with tougher minimum funding threshold; Breitbard funded at 200% on all components |
| LTI performance | FY2022–2024 PRSUs earned 0% (below threshold on 3‑year EBIT) |
Compensation Structure Analysis
- Mix and at‑risk pay: For Executives (ex‑CEO), 60% of LTI is performance‑based PRSUs; annual bonus targets are 100% financial; overall program emphasizes multi‑year EBIT and relative TSR, supporting pay‑for‑performance .
- Goal rigor and changes: FY2024 maintained EBIT and SG&A metrics with increased weight on profitability vs. cost‑containment, and a stricter minimum funding requirement; SG&A delivered 200% funding at 32.9% .
- Award modifications: In Oct 2024, PRSU payout delivery changed to 100% at certification; RSU vesting shortened to 3 years beginning FY2025 to align with market practice (retention impact) .
- Governance safeguards: No single‑trigger CIC; no option repricing without shareholder approval; hedging and pledging prohibited; robust recoupment policy .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval was ~97% at the 2024 Annual Meeting; the Committee retained its approach, citing shareholder support and continued alignment with strategic priorities .
Risk Indicators & Red Flags
- PRSU underperformance (FY2022–2024) resulted in 0% payout, signaling multi‑year profitability execution risk despite FY2024 rebound .
- Insider selling pressure: Breitbard adopted a Rule 10b5‑1 plan to sell up to 1,251,398 shares (incl. 947,863 options) through 2026, indicating potential ongoing supply from exercises/vestings managed under a pre‑arranged plan .
- Mitigants: Strong FY2024 bonus outcomes aligned to EBIT/SG&A; ownership guideline compliance (3x salary); anti‑hedging/pledging; no single‑trigger CIC; clawback policy .
Compensation Peer Group (Benchmarking Context)
Peer group includes apparel/retail comparators such as American Eagle, Levi Strauss, Lululemon, Macy’s, Nordstrom, Ralph Lauren, Ross Stores, TJX, VF Corp, Williams‑Sonoma, among others; the Committee reviews market data annually but does not target a specific percentile .
Equity Award And Option Detail (Selected FY2024 Year‑End Lines)
| Instrument | Quantity/Status | Exercise Price | Expiration |
|---|---|---|---|
| Stock Options | 300,000 (exercisable) | $25.90 | 5/1/2027 |
| Stock Options | 180,000 (exercisable) | $32.23 | 3/19/2028 |
| Stock Options | 180,000 (exercisable) | $25.56 | 3/18/2029 |
| Stock Options | 140,000 (exercisable) | $19.35 | 12/20/2029 |
| Stock Options | 46,664 (exerc.), 15,555 (unexerc.) | $32.25 | 3/15/2031 |
| Stock Options | 68,514 (exerc.), 68,515 (unexerc.) | $13.93 | 3/14/2032 |
| Unvested RSUs | 5,283; 24,072; 75,000; 69,101 (units) | — | Time‑based vesting |
| Unearned PRSUs (target) | 450,000; 310,956 (units) | — | Performance‑based |
Employment & Contracts
- No fixed‑term employment contracts with long‑term guarantees; no golden parachute tax gross‑ups; no SERP/pension; no single‑trigger CIC .
- Deferred compensation: Breitbard contributed $33,000 in FY2024; Company match $30,200; aggregate balance $592,561 .
Investment Implications
- Alignment: Clear linkage between cash incentives and profitability/efficiency (EBIT, SG&A) produced a 200% bonus in FY2024, consistent with improved company EBIT and TSR; multi‑year alignment is enforced via PRSUs on cumulative EBIT and relative TSR .
- Execution risk: The zero payout on FY2022–2024 PRSUs underscores sensitivity to sustained EBIT delivery; investors should monitor progress on the brand reinvigoration playbook and EBIT trajectory into the FY2024–2026 PRSU window .
- Selling pressure/overhang: A sizable 10b5‑1 plan (up to ~1.25M shares including ~0.95M options) plus large outstanding options may create periodic supply; the plan provides trading discipline but may weigh on shares around exercise/vesting schedules .
- Governance/retention: Ownership guideline compliance (3x salary), bans on hedging/pledging, and a robust clawback support alignment; double‑trigger CIC and market‑aligned vesting terms balance retention and shareholder protections .