Tariq Shaukat
About Tariq Shaukat
Independent director of The Gap, Inc., age 52, serving since 2023 and currently a member of the Audit & Finance Committee with designation as an “audit committee financial expert.” He is CEO of SonarSource SA (since Aug 2023), and previously served as President of Bumble Inc. (2020–2023), President of Google Cloud (2016–2020), and Chief Commercial Officer/Chief Marketing Officer at Caesars Entertainment (2012–2016). The board has affirmatively determined he is independent under SEC/NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SonarSource SA | Chief Executive Officer | Aug 2023–present | Leads finance, legal, operations, IT, analytics and ML initiatives |
| Bumble Inc. | President | 2020–2023 | Oversaw operations and growth; consumer tech leadership |
| Google LLC (Google Cloud) | President, Google Cloud | 2016–2020 | Led cloud business; technology, analytics, ML focus |
| Caesars Entertainment Corp. | Chief Commercial Officer; previously Chief Marketing Officer | 2012–2016 | Oversaw marketing and revenue management; subsidiary (Caesars Entertainment Operating Company, Inc.) filed Chapter 11 in 2015 (historical context) |
| McKinsey & Company | Partner | Prior to 2012 | Focused on consumer businesses in travel, financial services, media, technology |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Public Storage | Director | Current | Not disclosed in GAP proxy |
Board Governance
- Committee assignments: Audit & Finance Committee member; the Committee’s membership includes Amy Miles (Chair), Kathryn A. Hall, Chris O’Neill, Mayo A. Shattuck III, and Tariq Shaukat .
- Audit committee financial expert: Board determined Ms. Hall, Ms. Miles, Mr. Shattuck, and Mr. Shaukat are “audit committee financial experts” under Reg S‑K Item 407(d)(5) .
- Independence: Board determined Shaukat is independent under SEC and NYSE rules .
- Attendance and engagement: Each director attended at least 75% of Board and applicable committee meetings in fiscal 2024; all 12 then-current directors attended the 2024 Annual Meeting .
- Shareholder support: At the May 20, 2025 Annual Meeting, Shaukat received 324,725,174 votes “For,” 377,737 “Against,” 318,091 “Abstain,” with 28,405,310 broker non-votes, indicating strong support .
Fixed Compensation
| Component | Fiscal 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $106,000 | Base retainer plus committee membership fees (Audit & Finance) |
| Stock Awards ($) | $169,977 | Fully-vested stock units, 3-year deferral; dividend equivalents reinvested |
| Option Awards ($) | — | No options granted to directors in FY2024; none outstanding year-end |
| All Other Compensation ($) | $2,200 | Product familiarization/gift cards |
| Total ($) | $278,177 |
Director cash retainer schedule:
| Cash Retainer Element | FY2024 | FY2025 |
|---|---|---|
| Annual Retainer | $90,000 | $95,000 |
| Audit & Finance Committee Member | $16,000 | $16,000 |
| Compensation Committee Member | $12,000 | $12,000 |
| Governance & Sustainability Committee Member | $10,000 | $10,000 |
| Audit & Finance Chair | $25,000 | $40,000 |
| Compensation Chair | $20,000 | $25,000 |
| Governance Chair | $15,000 | $20,000 |
| Board Chair | $200,000 | $200,000 |
| Lead Independent Director | $40,000 | $40,000 |
Performance Compensation
- Non-employee director equity is not performance-based; awards are fully-vested stock units subject to a three-year deferral period, earning dividend equivalents; no director stock options were granted in FY2024 and none were outstanding at year-end . | Director Equity Terms | FY2024 | FY2025 | |---|---|---| | Annual stock unit grant value | $170,000 (continuing directors) | $185,000 (continuing directors; increase approved in 2024) | | Vesting | Fully vested at grant; shares delivered after 3-year deferral (or upon board departure) | Same | | Dividend equivalents | Reinvested annually during deferral | Same |
Other Directorships & Interlocks
- Current public company board: Public Storage (director) .
- Related-party transactions: Company disclosed none requiring Item 404(a) reporting for FY2024 .
Expertise & Qualifications
- Technology, analytics, and machine learning leadership; oversight across finance, legal, operations, revenue management, marketing, IT; CEO and senior leadership experience in consumer tech and cloud, plus advisory/consulting background at McKinsey .
- Audit & Finance oversight; designated financial expert on Audit Committee .
Equity Ownership
| Holder | Common Stock | Options Exercisable and Awards Vesting Within 60 Days | Total | % of Class |
|---|---|---|---|---|
| Tariq Shaukat | — | 26,629 | 26,629 | * (less than 1%) |
- Director stock ownership guidelines: Non-management directors must hold stock worth at least 5x the annual base retainer within 3 years; as of the proxy date, all directors were in compliance or on track .
- Hedging/pledging: Prohibited for directors; insider trading policy includes blackout periods and preclearance; no margin pledging allowed .
- Director units are deferred for three years and earn dividend equivalents; shares are issued after deferral or immediately upon board departure .
Governance Assessment
- Board effectiveness: Shaukat strengthens Audit oversight as a financial expert and independent member, with the committee covering financial reporting, internal controls, ERM, compliance, and cybersecurity; he joined the Audit Committee report for FY2024, confirming review of audited financials and auditor independence .
- Independence and attendance: Independent under SEC/NYSE rules; at least 75% meeting attendance; attended the 2024 Annual Meeting; strong shareholder support in 2025 director election (324.7M For vs. 0.38M Against) .
- Compensation alignment: Director pay structure balanced between modest cash retainers and equity with deferral; no performance metrics or options for directors; signals alignment with shareholder interests and low-risk design .
- Shareholder signals: 2024 Say-on-Pay approval was ~97%, indicating broad support for compensation governance; 2025 advisory vote again approved (319.9M For vs. 5.2M Against) .
- Potential conflicts/related-party exposure: None disclosed under Item 404(a); anti-hedging/pledging policies in place; director overboarding policy limits full-time executives to ≤3 public boards—Shaukat appears within policy (GAP + Public Storage) .
- Track-record context: Prior association with Caesars where a subsidiary filed Chapter 11 in 2015; historical context, not an ongoing proceeding at GAP .
RED FLAGS
- Prior bankruptcy involvement (Caesars subsidiary in 2015) is a historical risk marker, though not a current GAP governance issue .
- No hedging/pledging allowed; no related-party transactions disclosed—mitigates alignment risks .
Positive Signals
- Audit & Finance financial expert designation and strong re-election support enhance investor confidence in oversight quality .
- Director equity deferral and ownership guidelines support long-term alignment; prohibition on hedging/pledging strengthens alignment .