Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings relevant global retail and marketing expertise as CEO of Starbucks International; no overboarding, attendance, or independence concerns.

As the sitting CEO and inside director, Dickson is subject to the TSR trigger, but Gap's 3-year stock return of +195% vastly outperforms the peer group median of +18.1% by +176.9 percentage points, well above the 65pp threshold required to trigger a vote against; no other negative flags apply.

Director since 2021 with strong marketing and brand management experience relevant to Gap's strategy; TSR trigger does not apply given Gap's exceptional 3-year outperformance; no overboarding, attendance, or independence concerns.

Long-tenured director since 1990 with deep institutional knowledge of Gap's operations; the TSR trigger does not fire given Gap's +176.9pp outperformance of the peer median over 3 years; board has confirmed his independence under NYSE rules despite his family connection to the founding Fisher family, and he holds no management role; no overboarding concerns.

Director since 2009 with extensive retail and international business experience; TSR trigger does not apply given strong peer outperformance; board has confirmed his independence under NYSE rules; no overboarding or attendance concerns.

Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings relevant expertise in entertainment, brand, and culture that supports Gap's Fashiontainment platform strategy; no overboarding or independence concerns.

Director since 2022 with deep financial and investment expertise qualifying her as an audit committee financial expert; TSR trigger does not fire given Gap's strong peer outperformance; no overboarding or attendance concerns.

Director since 2020 with extensive CEO, CFO, and financial experience; serves on 2 outside public company boards, within policy limits; TSR trigger does not apply; no attendance or independence concerns.

Director since 2018 with relevant technology, e-commerce, and growth leadership expertise; TSR trigger does not apply given Gap's strong outperformance; no overboarding, attendance, or independence concerns.

Independent Board Chair since 2024 and director since 2002 with extensive governance, financial, and public company leadership experience; serves on 2 outside public company boards, within policy limits; TSR trigger does not fire; no attendance or independence concerns.

Director since 2023 with relevant technology, digital, and commercial leadership experience; serves on 1 outside public company board; TSR trigger does not apply; no attendance or independence concerns.