Mayo Shattuck III
About Mayo A. Shattuck III
Mayo A. Shattuck III (age 70) is an independent director of Gap Inc., serving on the Audit & Finance and Governance & Sustainability Committees; he is designated an “audit committee financial expert” and was appointed Board Chair in 2024 after serving as Lead Independent Director from 2022–2024 . He has been a director since 2002, with prior executive leadership roles as Chairman, Executive Chairman, CEO and President in the energy sector, bringing expertise in risk oversight, financial literacy and reporting, corporate governance, and compliance .
Past Roles
| Organization | Role | Tenure | Impact/Notes |
|---|---|---|---|
| Constellation Energy Group | Chairman, Chief Executive Officer, and President | 2002–2012 | Led a major energy company; executive leadership and risk oversight expertise |
| Exelon Corporation | Executive Chairman | 2012–2013 | Transition leadership; governance and compliance experience |
| Exelon Corporation | Chairman (Non-Executive) | 2013–2022 | Long-tenured board leadership in energy sector |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Capital One Financial Corporation | Director | Current | Public company directorship |
| Hut 8 Corp. | Director | Current | Public company directorship |
| Alarm.com Holdings, Inc. | Director | Former (last 5 years) | Public company board service |
| Exelon Corporation | Director | Former (last 5 years) | Public company board service |
Board Governance
- Independence: The Board determined Mr. Shattuck is independent under SEC and NYSE rules, with no material relationships with the Company .
- Board leadership: Lead Independent Director (2022–2024); appointed Board Chair in 2024; Gap separates CEO and Board Chair roles outside of CEO transitions .
- Executive sessions: Independent and/or non-management directors meet in executive session at each quarterly Board meeting .
- Attendance: Each director attended at least 75% of Board and committee meetings in fiscal 2024; all 12 directors attended the 2024 Annual Meeting .
| Committee | Member | Chair | Financial Expert | FY2024 Meetings |
|---|---|---|---|---|
| Audit & Finance | Yes | No (Chair: Amy Miles) | Yes | 9 |
| Governance & Sustainability | Yes | No (Chair: Robert J. Fisher) | N/A | 4 |
| Compensation & Management Development | No | Chair (Tracy Gardner) | N/A | 7 |
Fixed Compensation
- Cash framework: Annual retainers and committee fees increased for fiscal 2025; Board Chair retainer remains $200,000 .
| Cash Component | FY2024 | FY2025 |
|---|---|---|
| Annual Retainer | $90,000 | $95,000 |
| Audit & Finance Committee (member) | $16,000 | $16,000 |
| Compensation & Mgmt. Development (member) | $12,000 | $12,000 |
| Governance & Sustainability (member) | $10,000 | $10,000 |
| Audit & Finance Committee (chair) | $25,000 | $40,000 |
| Compensation & Mgmt. Development (chair) | $20,000 | $25,000 |
| Governance & Sustainability (chair) | $15,000 | $20,000 |
| Board Chair | $200,000 | $200,000 |
| Lead Independent Director | $40,000 | $40,000 |
- FY2024 actuals (Shattuck): Fees earned $274,406; stock awards $169,977; all other compensation $20,200; total $464,583 . All other compensation includes $15,000 gift match and $5,200 Gap product familiarization gift cards .
| Component (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 274,406 |
| Stock Awards (grant-date fair value) | 169,977 |
| Option Awards | — |
| Change in Pension Value/Deferred Comp Earnings | — |
| All Other Compensation | 20,200 |
| Total | 464,583 |
Performance Compensation
- Director equity structure: Annual stock units; fully vested at grant but subject to a 3-year deferral; dividend equivalents reinvested; delivery after deferral or upon board departure .
- Award levels: Increased by the Board for fiscal 2025 (from $170,000 to $185,000 initial and annual stock units) .
- Options: None granted to directors in FY2024; none outstanding at year-end .
| Equity Feature | FY2024 | FY2025 | Vesting/Deferral Terms |
|---|---|---|---|
| Annual stock unit grant value | $170,000 | $185,000 | Fully vested; 3-year deferral; dividend equivalents; shares delivered after deferral or upon ceasing board service |
| Shattuck stock award (grant-date fair value) | $169,977 | — | Subject to same deferral and dividend equivalent terms |
Other Directorships & Interlocks
- Other public boards: Capital One Financial Corporation; Hut 8 Corp. .
- Recent former boards (last 5 years): Alarm.com Holdings, Inc.; Exelon Corporation .
- Compensation committee interlocks/insider participation: None disclosed for FY2024; no relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Audit committee financial expert designation (Reg S-K 407(d)(5)) .
- Executive leadership at Constellation Energy and Exelon; deep risk oversight, financial literacy/reporting, governance, and compliance experience .
Equity Ownership
- Beneficial ownership (as of March 21, 2025): Common stock 156,136; stock units/awards vesting within 60 days 49,199; total 205,335; <1% of class .
- Director stock ownership guideline: 5× annual base retainer within three years; all directors in compliance or on track .
- Hedging/pledging prohibitions: Short sales, hedging/monetization, and pledging of company stock prohibited for directors .
| Holder | Common Stock | Options Exercisable & Awards Vesting Within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Mayo A. Shattuck III | 156,136 | 49,199 | 205,335 | * (<1%) |
Note: Director stock units are fully vested but subject to a 3-year deferral; shares are issued after the deferral period or immediately upon ceasing service; dividend equivalents reinvest during deferral .
Shareholder Voting Signal (2025 Annual Meeting)
- Director election results (Shattuck): For 319,971,036; Against 5,131,760; Abstain 318,206; Broker non-votes 28,405,310 .
- Say-on-pay (NCEO compensation) advisory: For 319,861,121; Against 5,214,766; Abstain 345,115; Broker non-votes 28,405,310 .
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Mayo A. Shattuck III | 319,971,036 | 5,131,760 | 318,206 | 28,405,310 |
| Say-on-Pay (Advisory) | 319,861,121 | 5,214,766 | 345,115 | 28,405,310 |
Governance Assessment
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Strengths:
- Independent Board Chair with prior Lead Independent Director service, reinforcing separation of oversight and management .
- Dual committee service (Audit & Finance; Governance & Sustainability) and “financial expert” designation, supporting rigorous financial and risk oversight .
- Strong shareholder support in director election; robust executive session cadence; majority-independent board and independent committees .
- Transparent director compensation with increased equity retainer in FY2025 and clear stock ownership guidelines; hedging/pledging prohibited .
-
Potential Conflicts/Red Flags:
- None disclosed under Item 404; no compensation committee interlocks; Section 16(a) compliance noted; no director options outstanding or repricings .
-
Alignment:
- Meaningful personal ownership with deferred stock units; compliance/on-track with 5× retainer ownership guideline; equity grants structured to defer payout, encouraging longer-term alignment .