Sonia Syngal
About Sonia Syngal
Former CEO of The Gap, Inc. and Old Navy with nearly 30 years of retail, supply chain, and brand leadership across retail, technology, and automotive sectors; appointed to Tanger Inc.’s Board on September 23, 2024 as an independent director; age 55; <1 year SKT board tenure as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Gap, Inc. | Chief Executive Officer | 2020–2022 | Led global brand portfolio; product-to-market and supply chain leadership highlighted in qualifications . |
| Old Navy (Gap Inc.) | President & Chief Executive Officer | 2016–2020 | Scaled growth at a value retailer; brand management credentials . |
| The Gap, Inc. | EVP, Global Supply Chain & Product Operations | 2013–2016 | Ran global operations and logistics . |
| The Gap, Inc. | Multiple leadership roles (incl. MD Europe; SVP International; SVP International Outlet) | 2004–2013 | International expansion and outlet operations . |
| Sun Microsystems; Ford Motor Company | Product/operations roles | Prior to 2004 | Global operations and logistics experience . |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Accenture | Senior Advisor | Since 2024 . |
| Next Insurance | Director | Since 2024 . |
| Boys & Girls Clubs of America | Board of Governors | Since 2018 . |
| Journey to Lead | Champion | Since 2018 . |
| The Fashion Pact | Steering Committee Member | 2021–2022 . |
| California Governor’s Task Force on Business & Jobs Recovery | Member | 2020–2021 . |
Board Governance
- Independence: Board determined she is independent under NYSE rules; considered that she serves on Foot Locker’s board (a Tanger tenant) and concluded the relationship does not impair independence .
- Committee assignments at SKT (2024): Not listed as a member of Audit (Skerritt-Chair; Citrin; Henry; Mathrani), Compensation & Human Capital (Reddin-Chair; Citrin; Mathrani; Ryan-Berman), or Nominating & Corporate Governance (Ubiñas-Chair; Henry; Reddin; Ryan-Berman) .
- Attendance: 100% of Board and applicable committee meetings for all incumbents during 2024; independent directors meet in executive session after each regular quarterly Board meeting .
- Lead Independent Director and governance process: SKT has a Lead Independent Director (Ryan-Berman) and fully independent standing committees .
Fixed Compensation (Non-Employee Director)
| Component | SKT Program (2024) | Sonia Syngal – 2024 Actual |
|---|---|---|
| Annual cash retainer | $70,000 cash retainer for non-employee directors . | $19,023 cash (pro-rated from September 23, 2024 appointment) . |
| Equity retainer | $175,000 in restricted Common Shares; 2024 director grants vested on Feb 15, 2025 (1-year) . | $43,772 grant-date fair value; 1,233 restricted Common Shares at $35.50 per share upon appointment (aggregate unvested as of 12/31/24) . |
| Total 2024 | Base + equity | $62,795 total . |
| Ownership guideline | Directors must hold shares equal to 5x base retainer ($350,000) within 5 years . | New director timeline applies (5 years) . |
| 2025 update | Directors can elect LTIP units instead of time-based RS; NCG Chair retainer increased to $20,000 . | Election available in 2025 . |
Notes:
- Independent compensation consultant engages the committee; board sets director pay based on the committee’s recommendations .
- No per meeting fees; reimbursement of reasonable expenses; no perquisites .
Performance Compensation
- Non-employee directors receive time-based equity; no performance-conditioned director awards disclosed (i.e., no TSR/financial metric linkage for director equity) .
Other Directorships & Interlocks
| Company | Role | Since | Interlock with SKT | Independence Determination |
|---|---|---|---|---|
| Foot Locker, Inc. (NYSE: FL) | Director | Current | Foot Locker is a Tanger tenant | Board concluded the tenant relationship does not impair independence, after reviewing rental amounts and role context . |
Expertise & Qualifications
- Retail CEO/operator with global supply chain, brand, and product-to-market expertise; relevant to tenant dynamics, merchandising, and omnichannel retail evolution .
- Additional advisory and board roles in technology/insurtech and non-profit youth development broaden stakeholder and digital perspectives .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 6,293 Common Shares; less than 1% of shares outstanding . |
| Unvested restricted shares | 1,233 RS granted at appointment; aggregate unvested as of 12/31/24 . |
| Anti-hedging | Directors prohibited from hedging Company equity . |
| Anti-pledging | No shares pledged by directors; pledging prohibited . |
| Ownership guideline | 5x base retainer within 5 years of joining the Board . |
Governance Assessment
- Strengths: Independent retail-operator skill set; 100% attendance; strong anti-hedging/anti-pledging policies; clear director ownership guideline; modernized equity delivery alternatives (LTIP units) that may enhance tax efficiency; positive say-on-pay outcomes (96.8% approval in 2024) signaling shareholder support for governance and pay structures .
- Potential conflicts/interlocks: Director at Foot Locker, a Tanger tenant; Board reviewed and deemed independence unimpaired; continue to monitor transaction magnitude and terms for related-party exposure risk (Audit Committee oversees related-party transactions) .
- Board effectiveness: No current committee assignments for Syngal as of 2024; as a recent addition (Sept 2024), future placement on Compensation or Nominating could leverage retail and human capital/ESG experience; quarterly executive sessions support independent oversight .
- Director compensation alignment: Mix of cash and time-based equity consistent with market; pro-rated first-year award; ownership guideline fosters alignment; directors may defer compensation via the Director Deferred Share Program (no deferral disclosed for Syngal in 2024) .
- RED FLAGS: None observed—no pledging, no hedging, independence affirmed despite tenant interlock; continue to monitor any future related-party transactions involving Foot Locker or other entities connected to her roles .