Richard Dickson

President and Chief Executive Officer at GAP

Board

Since August 22, 2023

Age

56 years

Tenure

Began tenure at GAP Inc. with an appointment to the Board in November 2022 and assumed the role of President and Chief Executive Officer on 08-22-2023.

Also at GAP

Amy Thompson

Executive Vice President and Chief People Officer

Chris Blakeslee

President and Chief Executive Officer, Athleta

Eric Chan

Executive Vice President, Chief Business and Strategy Officer

About

Richard Dickson is a seasoned executive in the consumer products and retail sectors, currently serving as the President and Chief Executive Officer of GAP Inc. at 56 years old. His early career included co-founding an online retailer for high-end cosmetics and holding executive positions at renowned companies, which laid the foundation for his later leadership roles.

Before joining GAP Inc., he held significant roles at The Jones Group and Mattel, Inc., demonstrating a strong track record in global brand revitalization and operational transformation. At Mattel, his responsibilities ranged from Chief Brands Officer (2014-2015) to President and Chief Operating Officer (2015-2023), contributing to the reinvigoration of iconic brands.

At GAP Inc., after being appointed to the Board in November 2022, he assumed the CEO role on 08-22-2023. In his current position, he leverages extensive industry experience to drive innovation and growth across GAP’s portfolio of brands, continuously focused on transforming the company's market presence.

$GAP Performance Under Richard Dickson

Past Roles

Organization	Role	Date Range	Details
Mattel, Inc.	President and Chief Operating Officer	2015–2023	Led the global toy company
Mattel, Inc.	Chief Brands Officer	2014–2015	Focused on brand management
The Jones Group	President and Chief Executive Officer, Branded Businesses	2010–2014	Managed a portfolio of premier apparel, footwear, and accessories brands
Mattel, Inc.	Various Senior Executive Roles	2000–2010	Held various senior executive roles

Fixed Compensation

Data from FY 2024

Component Name	Amount ($)	Payment Schedule	Additional Details
Base Salary	1,400,000	Annually	Unchanged throughout fiscal 2024.
Sign-On Bonus	175,000	One-time (at joining, Aug 2023)	Earned portion with repayment provisions as per offer details.
Deferred Compensation Plan Match	42,000	Per plan schedule	Matching on base salary deferrals exceeding IRS limit.
Relocation Costs	31,000	One-time	Paid per offer letter including temporary housing costs.
Personal Use of Airplane	16,184	As incurred	Incremental cost for limited personal use, including family travel.
Financial Counseling	15,243	As provided	Cost of counseling services including tax preparation and estate planning.
Tax Payments	26,428	Reimbursement	Tax reimbursements for relocation and commuting costs.
401(k) Plan Match	13,800	Per plan schedule	Company matching contributions under the 401(k) Plan.
Disability Plan	829	Premium payment	Long-term disability insurance premium.
Life Insurance	672	Premium payment	Life insurance premiums for Director-level employees.
Gift Matching	100,000	Annual	Gift Match Program matching contributions to eligible nonprofits.
Ongoing Commuting Benefit	62,937	Annual	Reflects commuting cost benefits; capped at $50,000 per year with additional provisions.
Other Compensation	390,188	Varies	Includes home security ($163,248), club memberships, executive physical services, and miscellaneous benefits.

Performance Compensation

Data from FY 2024

Annual Bonus

Metric	Weight	Threshold	Target	Maximum	Actual Result	Payout Funding
SG&A % of Net Sales	33.3%	>34.4% = 0%	34.1% = 100%	≤33.5% = 200%	32.9%	200%
Gap Inc. EBIT	33.3%	Threshold Goal	Target Goal	Maximum Goal	Achieved (200%)	200%
Individualized Weighted Brand EBIT	33.3%	Threshold Goal	Target Goal	Maximum Goal	160%	160%

Bonus Details:

Base Salary: 1,400,000
Target Bonus % of Base Salary: 185%
Funded Bonus: 4,834,665
Actual Bonus Payout: 5,180,000, representing 200% of target
Evaluation Period: Fiscal 2024
Vesting: Not applicable; cash bonus paid per Executive MICAP plan

Non-Equity Incentive Plan Compensation

Metric	Amount ($)	Threshold / Target / Maximum	Details
Threshold	647,500	25% attainment	Minimum performance needed
Target	2,590,000	100% attainment	Based on fiscal 2024 financial metrics
Maximum	5,180,000	200% attainment	Performance-based cash incentive

Evaluation Period: Fiscal 2024
Grant Date: March 18, 2025
Vesting: Earned annually; no additional vesting (cash-based)

Long-Term Incentives (Target Grant Value)

Performance-Based Restricted Stock Units (PRSUs)

Detail	Value	Additional Details
Threshold Shares	126,356	Minimum required shares
Target Shares	315,893	Based on performance metrics
Maximum Shares	947,679	300% of target award
Grant Date Fair Value	8,036,318	For PRSUs
Vesting Schedule	100% on certification date	After a three-year performance period

Performance Metrics: Three-year cumulative EBIT at Gap Inc. level and TSR modifier (up to ±20%)

Time-Based Restricted Stock Units (RSUs)

Detail	Value	Additional Details
Shares Granted	177,690	Time-based award
Vesting Schedule	25% per year over four years	Ensures long-term service and retention
Grant Date Fair Value	4,142,674	For RSUs

Combined Total Grant Date Fair Value: 12,281,658 (PRSUs + RSUs)
Grant Date: March 18, 2024

The performance compensation for fiscal 2024 integrates the annual bonus, non-equity incentive plan compensation, and long-term incentives. Actual results and performance achievements have been detailed with exact dollar amounts, share quantities, percentages, and evaluation periods as available in the documents.