Salaam Coleman Smith
About Salaam Coleman Smith
Salaam Coleman Smith (age 55) has served as an independent director of The Gap, Inc. since 2021, bringing 20+ years of media and entertainment operating experience across Disney ABC Television Group, Comcast NBCUniversal (Style Network), and Viacom/MTV Networks International/Nickelodeon’s global expansion. She holds a B.S. in Industrial Engineering from Stanford University and currently serves on the board of Pinterest, Inc.; she formerly served on Enjoy Technology, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company – Disney ABC Television Group | Executive Vice President overseeing strategy and programming for ABC Family/Freeform | 2014–2016 | Led long-term growth strategies, content strategy across linear and digital platforms |
| Comcast NBCUniversal | President, Style Network; other senior executive roles | 2003–2014; President 2008–2013 | Scaled a multi‑platform network and lifestyle brand |
| Viacom / MTV Networks International & Nickelodeon | Senior executive supporting Nickelodeon’s international expansion | 1993–2002 | Directed programming strategy for global expansion in Europe, Asia, Latin America |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pinterest, Inc. | Director (current) | Current | Public company directorship |
| Enjoy Technology, Inc. | Director (former) | Within last five years | Former public company directorship |
Board Governance
- Committee assignments: Member, Compensation and Management Development Committee; not the chair (chair was Tracy Gardner, who will depart effective the 2025 Annual Meeting). The committee met 7 times in fiscal 2024.
- Independence: The Board affirmatively determined Ms. Coleman Smith is independent under SEC and NYSE rules; no material relationship with the Company.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings; all 12 directors attended the 2024 Annual Meeting.
- Director stock ownership guidelines: Minimum of 5× annual base retainer (compliance required within 3 years); all directors were either compliant or on track as of the proxy date. Hedging and pledging of Company stock are prohibited.
- Shareholder engagement signals: Say‑on‑Pay approved by ~97% at the 2024 Annual Meeting, and ongoing outreach suggests shareholders view compensation/governance practices favorably.
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual retainer (cash) | $90,000 | $95,000 | Standard non‑employee director base retainer |
| Compensation Committee member fee | $12,000 | $12,000 | Per committee membership |
| Audit Committee member fee | $16,000 | $16,000 | Not applicable to Coleman Smith; shown for schedule completeness |
| Governance Committee member fee | $10,000 | $10,000 | Not applicable to Coleman Smith; shown for schedule completeness |
| Committee chair premia | $15,000–$40,000 | $20,000–$40,000 | Vary by committee; not applicable to Coleman Smith |
| Coleman Smith – Fees earned (actual) | $102,000 | — | 2024 actual cash fees (retainer + committee fee) |
| Other director benefits | Up to $5,000 gift cards; education/travel reimbursements; DCP eligibility | — | Product familiarization gift cards, reimbursement of travel/seminars; non‑employee director DCP (no match) |
Performance Compensation
| Equity Component | 2024 Grant Value | Vesting/Deferral | Dividend Equivalents | Notes |
|---|---|---|---|---|
| Fully‑vested stock units (annual grant) | $169,977 | Fully‑vested on grant; subject to 3‑year deferral; shares issued after deferral ends or upon Board departure | Earned and reinvested annually during deferral | Continuing annual grants increased to $185,000 for fiscal 2025 |
| Options to directors | $0 | — | — | No option awards outstanding for non‑employee directors at FY24 year‑end |
| Performance Metrics Tied to Director Pay | Disclosure | Notes |
|---|---|---|
| None | Directors receive cash retainers and fully‑vested deferred stock units; no performance conditions for director equity | Equity is time‑based with deferral, not tied to EBIT/TSR for directors |
Other Directorships & Interlocks
- Current public company boards: Pinterest, Inc.
- Prior public company boards: Enjoy Technology, Inc. (last five years).
- Compensation Committee interlocks/insider participation: During fiscal 2024, the Compensation Committee members (Coleman Smith, Donohue, Gardner) were independent; no relationships requiring Item 404 disclosure; no reciprocal executive/director interlocks with other issuers.
Expertise & Qualifications
- Strategy and transformation leadership across global media/entertainment; change management through growth periods; brand, content, and digital platform strategy.
- Industrial engineering background (Stanford University) underpinning analytical and operating rigor.
- Experience fostering inclusion and belonging in management teams.
Equity Ownership
| Holder | Common Shares | Options Exercisable and Awards Vesting Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Salaam Coleman Smith | 7,979 | 49,199 | 57,178 | <1% |
- Section 16(a) compliance: The Company reported all Section 16(a) filings satisfied on a timely basis in fiscal 2024.
- Hedging/pledging: Directors prohibited from hedging or pledging Company stock.
- Director ownership guideline: 5× annual retainer within three years; directors compliant or on track as of proxy filing.
Governance Assessment
- Board effectiveness: Coleman Smith adds deep consumer, media/marketing, and digital strategy expertise to the Compensation Committee, aligning oversight of human capital and incentive design with brand reinvigoration priorities. Her independence and ≥75% attendance rate support robust oversight.
- Alignment and pay structure: Director compensation is a balanced mix of cash retainers and fully‑vested deferred stock units (no performance conditions), with strong ownership guidelines and anti‑hedging/pledging policies to align interests; her 2024 director total was $287,177 (cash $102,000; stock $169,977; other $15,200).
- Conflicts and related‑party exposure: The proxy reports no related‑party transactions requiring disclosure; Compensation Committee interlocks reveal no reciprocal board/executive overlaps that could bias decisions.
- Signals for investor confidence: High 2024 Say‑on‑Pay support (~97%) and formal risk/ESG oversight structure indicate a Board engaged on compensation rigor and strategic execution; Tracy Gardner’s departure necessitates Compensation Committee reconstitution, but the committee remains fully independent.
RED FLAGS: None disclosed for director-specific conflicts (no related party transactions; hedging/pledging prohibited; Section 16(a) compliance); equity awards are time‑based for directors without repricing or tax gross‑ups.