Robert Fisher
About Robert J. Fisher
Age 70; GAP director since 1990; currently an independent director and Chair of the Governance & Sustainability Committee. Background includes decades at Gap Inc. with two stints as Interim CEO (Jan–Aug 2007; Nov 2019–Mar 2020), prior Board Chair (2004–2007; 2015–2020), executive roles (1992–1999), and various positions (1980–1992). He is Managing Director of Pisces, Inc. since 2010. The Board affirmatively determined his independence under NYSE rules, notwithstanding interim CEO service and significant stock ownership, citing NYSE guidance on interim CEO roles and ownership not precluding independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gap Inc. | Interim President & CEO | Jan 2007–Aug 2007; Nov 2019–Mar 2020 | Led CEO transitions; provided continuity in operations |
| Gap Inc. | Chair of the Board | 2004–Aug 2007; Feb 2015–Mar 2020 | Board leadership and oversight |
| Gap Inc. | Executive | 1992–1999 | Senior management experience; global operations insight |
| Gap Inc. | Various positions | 1980–1992 | Built deep knowledge of company operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pisces, Inc. | Managing Director | Since 2010 | Private investment role; complements governance and strategy experience |
Board Governance
- Committee assignments: Chair, Governance & Sustainability Committee (members: Robert J. Fisher (Chair), Amy Miles, Mayo A. Shattuck III) .
- Independence: Board determined Robert J. Fisher is independent under SEC/NYSE rules despite prior interim CEO service and significant ownership; NYSE guidance supports independence in such cases .
- Attendance: Board met 5 times in FY2024; Governance & Sustainability met 4 times. Each director attended at least 75% of meetings; all 12 directors attended the 2024 Annual Meeting .
- Lead Independent Director/Chair structure: Separate CEO and Board Chair roles (except during CEO transitions). Current Board Chair is independent (Mayo Shattuck); independent executive sessions held each quarterly meeting .
Fixed Compensation
| Component | FY2024 Amount (USD) | FY2025 Amount (USD) | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $90,000 | $95,000 | Standard cash retainer |
| Governance & Sustainability member fee | $10,000 | $10,000 | Committee membership fee |
| Governance & Sustainability chair fee | $15,000 | $20,000 | Chair premium; increased in FY2025 |
| Total cash fees (Robert J. Fisher, FY2024) | $115,000 | — | Matches reported “Fees Earned or Paid in Cash” |
| Other benefits (gift match, product cards) | $17,700 | — | $15,000 gift match + $2,700 product gift cards |
| Travel/education/admin support | — | — | Reimbursed per director policy (seminars, travel, office support) |
Performance Compensation
| Equity Component | FY2024 Grant Value (USD) | FY2025 Program Terms | Vesting/Deferral | Performance Metrics |
|---|---|---|---|---|
| Director Stock Units (DSUs) | $169,977 | Annual DSU value increased to $185,000 | Fully vested at grant; 3-year deferral with dividend equivalents; shares issued after deferral or upon cessation of service | None; director equity is not performance-conditioned |
- Options: No director option awards granted in FY2024; none outstanding at FY2024 year-end for non-employee directors .
- Deferred Compensation: Directors may defer retainers under the DCP; no above-market interest; no matching for directors .
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public company directorships | None for Robert J. Fisher |
| Board interlocks | Fisher family presence: William S. Fisher also a Gap Inc. director . Compensation Committee interlocks in FY2024 involved Coleman Smith, Donohue, Gardner; none involved Robert J. Fisher . |
| Related-party transactions | None required to be disclosed under Item 404(a) in FY2024 . |
Expertise & Qualifications
- Vast retail and global operations experience, with deep familiarity with Gap Inc.’s organizational and operational structure from senior leadership roles and founding family perspective .
- Leadership credentials from prior Board Chair and interim CEO roles; strong governance and oversight aptitude .
Equity Ownership
| Holder | Common Shares | Units/Options Exercisable/Vesting ≤60 days | Total Beneficial | % of Class |
|---|---|---|---|---|
| Robert J. Fisher | 57,217,545 | 49,199 (deferred director stock units) | 57,266,744 | 15.21% |
| Notes on composition | Includes shares held as trustee/co-trustee, community property with spouse, charitable trusts, and Delaware limited partnerships; spouse separately owns 132,257 shares not controlled by Robert J. Fisher . | |||
| Fisher family aggregation note | After removing double-counted shared-control shares, Fisher family-related beneficial holdings aggregate to 38.51% of outstanding shares (Robert, William, John Fisher and certain charitable entities) . |
- Director stock ownership guideline: Non-management directors must hold at least 5x annual base retainer within 3 years; all directors were compliant or on track as of the proxy date .
- Hedging/pledging: Directors are prohibited from hedging and from pledging Gap Inc. stock as collateral; options/derivatives restricted per policy .
- Section 16(a) compliance: No delinquent filings reported for FY2024 .
Governance Assessment
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Strengths
- Extensive company-specific leadership experience enhances oversight effectiveness; serves as Chair of Governance & Sustainability, which oversees governance, board self-assessment, director nominations, and ESG-related strategy .
- Formal independence determination addresses interim CEO tenure and significant ownership under NYSE guidance; standing committees composed solely of independent directors .
- Strong attendance and engagement; board/committee meeting participation thresholds met; annual meeting attendance by all directors .
- Robust alignment policies: director ownership guideline (5x retainer), anti-hedging/pledging; transparent director compensation (cash + DSUs) with no options or performance-conditioned equity .
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Potential RED FLAGS / Watch items
- High concentrated ownership (15.21% personally; 38.51% aggregated across Fisher-related holdings) can influence governance dynamics and control; continued monitoring of independence in practice and board refreshment is prudent .
- Family interlocks (William S. Fisher on the Board) warrant ongoing scrutiny to ensure robust independent oversight and that related-party transactions remain absent (none disclosed for FY2024) .
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Net view: Board’s explicit independence finding, lack of related-party transactions disclosure, and independent committee composition mitigate conflict risk; chairing the Governance & Sustainability Committee is additive for governance quality. Equity ownership and policy prohibitions on hedging/pledging support investor alignment, while concentrated family holdings remain a structural factor to monitor .