Richard Dickson
About Richard Dickson
Richard Dickson, 57, is President and CEO of Gap Inc. (since August 2023) and a director since 2022; he is not independent by virtue of his employment and does not serve on board committees . Under his tenure in fiscal 2024, Gap delivered net sales of $15.1B (vs. $14.9B in FY23), EBIT of $1.1B (vs. $560M), reduced SG&A to $5.1B (vs. $5.2B), and achieved ~25% TSR, reflecting improved profitability and brand reinvigoration momentum . The company’s 2024 executive pay program centered on EBIT, SG&A leverage, and brand-level EBIT for the annual bonus, with multi‑year PRSUs tied to three‑year cumulative EBIT plus a relative TSR modifier, aligning pay with long‑term value creation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gap Inc. | President & CEO | Aug 2023–present | Driving four strategic priorities: financial/operational rigor, brand reinvigoration, platform strengthening, culture; improved EBIT, SG&A leverage, and TSR in FY24 . |
| Mattel, Inc. | President & COO | 2015–2023 | Led revitalization into a culturally relevant, innovative company; deep brand, retail, and e‑commerce experience . |
| Mattel, Inc. | Chief Brands Officer | 2014–2015 | Brand strategy leadership across portfolio . |
| The Jones Group (now Premier Brands Group Holdings) | President & CEO, Branded Businesses | 2010–2014 | Operated a portfolio of apparel, footwear, accessories brands . |
| Mattel, Inc. | Various senior executive roles | 2000–2010 | Global brand and operating roles . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Gap Inc. | Director (employee) | 2022–present | No committee memberships while employed; employee directors do not receive director retainers . |
| Other public company boards | — | — | None listed (0 other public boards) . |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Base salary ($) | 697,159 | 1,400,000 | FY24 base unchanged; CEO since Aug 2023 . |
| Target bonus (% of salary) | 185% (set upon hire) | 185% | |
| Actual annual bonus ($) | 1,802,511 | 5,180,000 (200% of target) | FY24 formulaic funding and positive individual adjustment . |
| All other compensation ($) | 322,446 | 390,188 | Includes limited personal aircraft use, club dues, home security, relocation/commuting/tax items per footnotes . |
| Total compensation ($) | 14,365,008 | 19,426,846 |
Perquisites detail (FY24): personal use of company aircraft ($16,184), financial counseling ($15,243), tax payments (relocation/commuting) ($26,428), deferred comp + 401(k) match ($55,800), disability/life premiums, relocation ($8,696), gift matching ($31,000), other (commuting $62,937; club dues $4,853; home security $163,248; executive physical $4,298) . Company notes home security installation was one‑time (~$150k) and commuting benefit is capped at $50k annually without tax gross‑up .
Performance Compensation
Annual Cash Incentive (FY2024 structure and outcome)
| Metric | Weight | Target calibration | Actual result | Payout factor |
|---|---|---|---|---|
| Gap Inc. SG&A as % of net sales | 33.3% | 0%>34.4%; 100% at 34.1%; 200% ≤33.5% | 32.9% | 200% |
| Gap Inc. EBIT (vs FY23) | 33.3% | Threshold 101.4%; Target 119.3%; Max 137.2% | 183.2% | 200% |
| Individualized weighted brand average EBIT | 33.3% | CEO mix: 50% Old Navy, 20% Athleta, 20% Gap, 10% Banana Republic | Weighted outcome 160% (CEO) | 160% |
| Overall CEO bonus payout | — | — | — | 200% of target after positive individual adjustment |
Calculation example (CEO): $1,400,000 × 185% × average of (200%, 160%, 200%) funded to $4,834,665, then adjusted to $5,180,000 (200% of target) .
Long‑Term Incentives (awarded March 18, 2024; “PRSU 5” and RSUs)
| Award | Target value | Target shares | Mechanics | Vesting |
|---|---|---|---|---|
| PRSUs (FY2024–2026 cycle) | $6,400,000 | 315,893 | Earn-out based on 3‑yr cumulative Gap Inc. EBIT (0–250% of target), modified ±20% by relative TSR vs S&P Retail Select (0–300% total) . | 100% delivered upon certification after 3 years (policy updated Oct 2024) . |
| RSUs (time‑based) | $4,142,674 | 177,690 | Retention equity; aligns with share price . | Vests 25% annually over 4 years (moving to 3 years for new grants beginning FY2025) . |
Note: For disclosure purposes, SEC “at maximum” unearned PRSU counts (PRSU 4 and PRSU 5) are shown in the Outstanding Equity table; these are not earned and actual outcomes depend on future performance and TSR .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/21/2025) | 181,873 common shares; 28,428 options/awards vesting within 60 days; total 210,301; “<1%” of class (starred in proxy) . |
| Upcoming time‑based RSU vesting (CEO) | 109,649 on 8/22/2025; 109,649 on 8/22/2026; 109,649 on 8/22/2027 (from 328,947 award) (b). 116,502 on 8/22/2025; 116,502 on 8/22/2026 (from 233,004 award) (c). 44,422 on 3/18/2025; 44,422 on 3/18/2026; 44,423 on 3/18/2027; 44,423 on 3/18/2028 (from 177,690 award) (d). |
| 2024 vesting/exercises | No option exercises; 343,385 stock awards vested (value $8,428,749) . |
| Ownership guidelines | CEO 6× salary; all covered executives met their requirement as of the proxy; unvested PRSUs and unexercised options do not count . |
| Hedging/pledging | Prohibited for executives; also prohibits holding stock in margin accounts . |
Insider selling pressure view: multi‑year RSU tranches vest through 2028 and PRSUs deliver in FY2027 for the 2024–2026 cycle; these create calendarized supply events, though policies prohibit hedging/pledging and ownership guidelines require continued holding, moderating near‑term selling incentives .
Employment Terms
| Scenario (as of 2/1/2025) | Cash salary/bonus | Health/other | Equity acceleration | Total indicative |
|---|---|---|---|---|
| Involuntary termination (no CIC) | Salary continuation 18 months: $2,100,000; plus 1× target bonus: $2,590,000 | COBRA 75% up to 18 months ($23,834), financial counseling up to 18 months ($22,865) | Certain time‑based awards scheduled to vest by April 1 following FY of termination; estimated $10,386,133 | $15,122,832 |
| Termination within 18 months post‑CIC (double‑trigger) | Lump sum 2×(salary+target bonus): $7,980,000; plus FY bonus earned ($4,662,000) | COBRA 75% up to 18 months ($23,834); financial counseling up to 18 months ($22,865) | RSUs/PRSUs accelerate (PRSUs at target if performance not completed); estimated $36,623,516 if awards not assumed | $49,312,215 |
Additional terms and protections:
- No single‑trigger CIC benefits; PRSU treatment clarified in 2024 to allow assume/continue; unassumed PRSUs vest at target on CIC .
- Clawback: policy updated Aug 2023 to be NYSE‑compliant; permits recovery for restatements and for miscalculation or misconduct causing material harm .
- Non‑compete/solicit not specified in proxy; standard relocation and commuting benefits provided; no golden parachute tax gross‑ups (but tax reimbursements applied to taxable relocation/commuting per offer letter) .
Board Governance
- Role: Employee director (since 2022); no committee service while employed; receives no director retainers as an employee .
- Independence: Not independent (employment). Board maintains at least two‑thirds independent directors; 10 of 11 nominees independent; separate Chair and CEO since 2015 except during transitions; current Chair is independent; Lead Independent Director structure in place .
- Committees: Audit & Finance; Compensation & Management Development; Governance & Sustainability – all independent; FW Cook is independent comp consultant; no interlocks causing conflicts .
Director Compensation (as applicable)
- Employee directors (including Mr. Dickson) are not eligible for director cash retainers while employed; he previously received director stock units before becoming CEO (subject to deferral) (s).
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: ~97% at 2024 Annual Meeting (covering FY2023 program). Company retained general approach and set rigorous FY2024 goals; ongoing shareholder outreach program .
Compensation Peer Group (benchmarking frame of reference)
American Eagle, Bath & Body Works, Best Buy, Dollar General, Dollar Tree, Foot Locker, Kohl’s, Levi Strauss, Lululemon, Macy’s, Nordstrom, PVH, Ralph Lauren, Ross Stores, Skechers, TJX, V.F. Corp., Williams‑Sonoma, Qurate; used as reference (not fixed percentile targeting) with regression for size .
Performance & Track Record (FY2024 company metrics)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Net sales ($B) | 14.9 | 15.1 |
| EBIT ($B) | 0.56 | 1.10 |
| SG&A ($B) | 5.2 | 5.1 |
| TSR (approx.) | — | ~25% |
Brand highlights FY2024 (YoY): Old Navy net sales +2% (comps +3%); Gap brand comps +4%; Banana Republic comps +1%; Athleta comps flat (sales -1%) .
Compensation Structure Analysis (signals)
- High share of at‑risk, performance‑based pay (CEO: 64% of LTI as PRSUs; overall ~64% requires performance) aligns with EBIT/TSR outcomes; 200% bonus payout reflects overachievement vs EBIT/SG&A targets and brand EBIT improvement .
- Shifted PRSU payout timing (100% at certification) and RSU vesting to 3 years beginning FY2025 to align with market while still emphasizing performance; increases line‑of‑sight and potentially reduces deferred delivery risk .
- No single‑trigger CIC, no option repricing, no golden parachute tax gross‑ups; robust clawback and anti‑hedging/pledging policies reduce governance risk .
Risk Indicators & Red Flags
- CEO pay ratio for FY2024: 2,105:1 (median employee $9,229; CEO $19.43M), typical for large retailers with predominantly part‑time store associates; nonetheless a headline governance optics risk .
- Large potential equity acceleration in CIC scenarios underscores retention and change‑of‑control economics; however, double‑trigger structure mitigates windfall risk absent termination .
- No related‑party transactions requiring disclosure; Section 16 compliance reported as timely .
Equity Ownership & Alignment Details (quantitative snapshot at FY-end)
| Award/holding (CEO) | Quantity | Market value ref. |
|---|---|---|
| Time‑based RSUs unvested (multiple grants) | 328,947; 233,004; 177,690 | $7.92M; $5.61M; $4.28M at $24.07 |
| Director stock units (fully vested, deferred) | 15,918; 12,511 (s) | $0.38M; $0.30M at $24.07 |
| Estimated unearned PRSUs shown for disclosure (PRSU 4; PRSU 5) | 1,398,024; 947,679 (SEC “at maximum” depiction) | $33.65M; $22.81M at $24.07 (illustrative under SEC method) |
| Common shares beneficially owned | 181,873 | — |
| Options exercisable/awards vesting within 60 days | 28,428 | — |
Note: PRSU counts above reflect SEC-required presentation; actual earn-outs will depend on future 3‑year EBIT and relative TSR results .
Investment Implications
- Incentive alignment and momentum: FY2024 results materially beat EBIT and SG&A targets, driving a max (200%) annual bonus; PRSUs tied to 3‑year EBIT and relative TSR keep leadership focused on sustained profitability and shareholder returns. This alignment, plus tightened ownership rules (6× salary for CEO), supports medium‑term execution conviction .
- Vesting calendar and liquidity: Large RSU tranches vesting in 2025–2028 and PRSU certification in FY2027 could create periodic supply; counterbalanced by ownership requirements and anti‑hedging/pledging restrictions that limit opportunistic selling .
- Retention and change‑of‑control economics: Double‑trigger CIC with 2× cash and full equity acceleration (PRSUs at target if performance incomplete) provides strong retention during strategic change; non‑CIC severance is more moderate (18 months salary plus 1× target bonus) .
- Governance quality: Separate Chair/CEO, independent committees with an independent consultant, no single‑trigger CIC, no option repricing, and an enhanced clawback reduce governance discount risk; Say‑on‑Pay support (97%) indicates investor alignment with program design .