LEVI STRAUSS & CO, DEF 14A filed on 3/12/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
 12 Months Ended
Dec. 01, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Levi Strauss & Co.
Entity Central Index Key 0000094845
Amendment Flag false
v3.25.0.1
Pay vs Performance Disclosure
 2 Months Ended 10 Months Ended 12 Months Ended
Jan. 29, 2024
USD ($)
Dec. 01, 2024
USD ($)
Dec. 01, 2024
USD ($)
$ / shares
Nov. 26, 2023
USD ($)
$ / shares
Nov. 27, 2022
USD ($)
$ / shares
Nov. 28, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure [Table]            
Pay vs Performance Disclosure, Table    

PAY VERSUS PERFORMANCE DISCLOSURE

 

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

 

    SUMMARY     SUMMARY                 AVERAGE
SUMMARY		     AVERAGE     VALUE OF
INITIAL
FIXED $100
INVESTMENT
BASED ON:(4)		            
YEAR
(a)		   COMPENSATION
TABLE
TOTAL FOR
MR. BERGH(1)
($)
(b)		     COMPENSATION
TABLE TOTAL
FOR
MS. GASS(1)
($)
(c)		     COMPENSATION
ACTUALLY PAID
TO MR. BERGH(1)
(2)(3)
($)
(d)		     COMPENSATION
ACTUALLY PAID
TO MS. GASS(1)(2)(3)
($)
(e)		     COMPENSATION
TABLE TOTAL
FOR NON-PEO
NEOS(1)
($)
(f)		     COMPENSATION
ACTUALLY PAID
TO NON-PEO
NEOS(1)(2)(3)
($)
(g)		     TSR
($)
(h)		     PEER
GROUP
TSR
($)
(i)		     NET
INCOME
($
MILLIONS)
(j)		     ADJUSTED
EBIT(5)
(k)
2024   3,128,419     13,704,334     6,973,804     16,072,805     4,376,153     4,849,623     100.01     51.39     210.6     649.9
2023   15,623,233     -     10,937,841     -     12,641,859     11,084,803     85.76     52.63     249.6     554.8
2022   15,867,418     -     (5,530,077)     -     3,661,501     (417,726)     86.99     67.28     569.1     713.0
2021   16,331,831     -     33,799,905     -     4,553,330     6,965,116     143.37     113.04     553.54     712.9
      
Company Selected Measure Name     Adjusted EBIT      
Named Executive Officers, Footnote    

 
 
 
 
 
(1)Charles (“Chip”) V. Bergh (First PEO) was our CEO from 2011 to January 29, 2024, and Michelle Gass (“Second PEO”) has been our CEO since that date. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

 

2021 2022 2023 2024
Harmit Singh Harmit Singh Harmit Singh Harmit Singh
Elizabeth O’Neill Elizabeth O’Neill Elizabeth O’Neill Gianluca Flore
Seth Ellison Seth Ellison Michelle Gass Elizabeth O’Neill
Jennifer Sey Seth Jaffe Tracy Layney David Jedrzejek
      
Peer Group Issuers, Footnote     The Peer Group TSR set forth in this table utilizes the S&P 500 Apparel, Accessories and Luxury Goods, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 1, 2024. The comparison assumes $100 was invested for the period starting November 29, 2020, through the end of the listed year in the Company and in the S&P 500 Apparel, Accessories and Luxury Goods, respectively. Historical stock performance is not necessarily indicative of future stock performance.      
Adjustment To PEO Compensation, Footnote    

 

Year   SUMMARY COMPENSATION
TABLE TOTAL
MR. BERGH
($)		   EXCLUSION OF STOCK
AWARDS AND OPTION
AWARDS FOR MR. BERGH
($)		   INCLUSION OF
EQUITY VALUES FOR
MR. BERGH
($)		   COMPENSATION
ACTUALLY PAID
TO MR. BERGH
($)
2024   3,128,419   0   3,845,385   6,973,804
                 
Year   SUMMARY COMPENSATION
TABLE TOTAL
MS. GASS
($)		   EXCLUSION OF STOCK
AWARDS AND OPTION
AWARDS FOR MS. GASS
($)		   INCLUSION OF
EQUITY VALUES FOR
MS. GASS
($)		   COMPENSATION
ACTUALLY PAID
TO MS. GASS
($)
2024   13,704,334   (8,707,202)   11,075,673   16,072,805
                 
YEAR   AVERAGE SUMMARY
COMPENSATION TABLE TOTAL
FOR NON-PEO NEOS
($)		   AVERAGE EXCLUSION OF
STOCK AWARDS AND OPTION
AWARDS FOR NON-PEO NEOS
($)		   AVERAGE INCLUSION OF
EQUITY VALUES FOR NON-PEO
NEOS
($)		   AVERAGE COMPENSATION
ACTUALLY PAID TO
NON-PEO NEOS
($)
2024   4,376,153   (2,433,100)   2,906,570   4,849,623

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

YEAR   YEAR-END FAIR VALUE OF EQUITY
AWARDS GRANTED DURING YEAR
THAT REMAINED UNVESTED AS OF
LAST DAY OF YEAR FOR MR. BERGH
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO LAST DAY
OF YEAR OF UNVESTED EQUITY
AWARDS FOR MR. BERGH
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO VESTING
DATE OF UNVESTED EQUITY AWARDS
THAT VESTED DURING YEAR
FOR MR. BERGH
($)		   TOTAL - INCLUSION OF
EQUITY VALUES FOR
MR. BERGH
($)
2024   0   3,627,666   217,719   3,845,385
                 
YEAR   YEAR-END FAIR VALUE OF EQUITY
AWARDS GRANTED DURING YEAR
THAT REMAINED UNVESTED AS OF
LAST DAY OF YEAR FOR MS. GASS
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO LAST DAY
OF YEAR OF UNVESTED EQUITY
AWARDS FOR MS. GASS
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO VESTING
DATE OF UNVESTED EQUITY AWARDS
THAT VESTED DURING YEAR
FOR MS. GASS
($)		   TOTAL - INCLUSION OF
EQUITY VALUES FOR
MS. GASS
($)
2024   9,181,483   1,404,026   490,164   11,075,673
                 
YEAR   AVERAGE YEAR-END FAIR VALUE
OF EQUITY AWARDS GRANTED
DURING YEAR THAT REMAINED
UNVESTED AS OF LAST DAY OF
YEAR FOR NON-PEO NEOS
($)		   AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO LAST DAY OF YEAR
OF UNVESTED EQUITY
AWARDS FOR NON-PEO
NEOS
($)		   AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO VESTING DATE OF
UNVESTED EQUITY
AWARDS THAT VESTED
DURING YEAR FOR NON-
PEO NEOS
($)		   TOTAL - AVERAGE
INCLUSION OF
EQUITY VALUES FOR
NON-PEO NEOS
($)
2024   2,493,959   421,300   31,311   2,906,570

      
Non-PEO NEO Average Total Compensation Amount [1]     $ 4,376,153 $ 12,641,859 $ 3,661,501 $ 4,553,330
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3]     $ 4,849,623 11,084,803 (417,726) 6,965,116
Adjustment to Non-PEO NEO Compensation Footnote    

Year   SUMMARY COMPENSATION
TABLE TOTAL
MR. BERGH
($)		   EXCLUSION OF STOCK
AWARDS AND OPTION
AWARDS FOR MR. BERGH
($)		   INCLUSION OF
EQUITY VALUES FOR
MR. BERGH
($)		   COMPENSATION
ACTUALLY PAID
TO MR. BERGH
($)
2024   3,128,419   0   3,845,385   6,973,804
                 
Year   SUMMARY COMPENSATION
TABLE TOTAL
MS. GASS
($)		   EXCLUSION OF STOCK
AWARDS AND OPTION
AWARDS FOR MS. GASS
($)		   INCLUSION OF
EQUITY VALUES FOR
MS. GASS
($)		   COMPENSATION
ACTUALLY PAID
TO MS. GASS
($)
2024   13,704,334   (8,707,202)   11,075,673   16,072,805
                 
YEAR   AVERAGE SUMMARY
COMPENSATION TABLE TOTAL
FOR NON-PEO NEOS
($)		   AVERAGE EXCLUSION OF
STOCK AWARDS AND OPTION
AWARDS FOR NON-PEO NEOS
($)		   AVERAGE INCLUSION OF
EQUITY VALUES FOR NON-PEO
NEOS
($)		   AVERAGE COMPENSATION
ACTUALLY PAID TO
NON-PEO NEOS
($)
2024   4,376,153   (2,433,100)   2,906,570   4,849,623

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

YEAR   YEAR-END FAIR VALUE OF EQUITY
AWARDS GRANTED DURING YEAR
THAT REMAINED UNVESTED AS OF
LAST DAY OF YEAR FOR MR. BERGH
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO LAST DAY
OF YEAR OF UNVESTED EQUITY
AWARDS FOR MR. BERGH
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO VESTING
DATE OF UNVESTED EQUITY AWARDS
THAT VESTED DURING YEAR
FOR MR. BERGH
($)		   TOTAL - INCLUSION OF
EQUITY VALUES FOR
MR. BERGH
($)
2024   0   3,627,666   217,719   3,845,385
                 
YEAR   YEAR-END FAIR VALUE OF EQUITY
AWARDS GRANTED DURING YEAR
THAT REMAINED UNVESTED AS OF
LAST DAY OF YEAR FOR MS. GASS
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO LAST DAY
OF YEAR OF UNVESTED EQUITY
AWARDS FOR MS. GASS
($)		   CHANGE IN FAIR VALUE FROM LAST
DAY OF PRIOR YEAR TO VESTING
DATE OF UNVESTED EQUITY AWARDS
THAT VESTED DURING YEAR
FOR MS. GASS
($)		   TOTAL - INCLUSION OF
EQUITY VALUES FOR
MS. GASS
($)
2024   9,181,483   1,404,026   490,164   11,075,673
                 
YEAR   AVERAGE YEAR-END FAIR VALUE
OF EQUITY AWARDS GRANTED
DURING YEAR THAT REMAINED
UNVESTED AS OF LAST DAY OF
YEAR FOR NON-PEO NEOS
($)		   AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO LAST DAY OF YEAR
OF UNVESTED EQUITY
AWARDS FOR NON-PEO
NEOS
($)		   AVERAGE CHANGE IN
FAIR VALUE FROM LAST
DAY OF PRIOR YEAR
TO VESTING DATE OF
UNVESTED EQUITY
AWARDS THAT VESTED
DURING YEAR FOR NON-
PEO NEOS
($)		   TOTAL - AVERAGE
INCLUSION OF
EQUITY VALUES FOR
NON-PEO NEOS
($)
2024   2,493,959   421,300   31,311   2,906,570
      
Compensation Actually Paid vs. Total Shareholder Return    

 

PEO and Average Non-PEO NEO Compensation Actually Paid Versus
TSR(11/29/2020 Indexed to $ 100)

 

      
Compensation Actually Paid vs. Net Income    

 

PEO and Average Non-PEO NEO Compensation Actually Paid
Versus Net Income

 

      
Compensation Actually Paid vs. Company Selected Measure    

 

PEO and Average Non-PEO NEO Compensation Actually Paid
Versus Adjusted EBIT

 

      
Tabular List, Table    

TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES

 

The following table presents the financial performance measures that the Company considers the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to Company performance. The measures in this table are not ranked.

 

PERFORMANCE MEASURES
Adjusted Earnings Before Income and Taxes (EBIT)
Net Revenues
Cash Conversion Cycle
      
Total Shareholder Return Amount [4]     $ 100.01 85.76 86.99 143.37
Peer Group Total Shareholder Return Amount [4]     51.39 52.63 67.28 113.04
Net Income (Loss) Attributable to Parent     $ 210,600,000 $ 249,600,000 $ 569,100,000 $ 553,540,000
Company Selected Measure Amount | $ / shares [5]     649.9 554.8 713.0 712.9
PEO Name Charles (“Chip”) V. Bergh Michelle Gass   Charles (“Chip”) V. Bergh Charles (“Chip”) V. Bergh Charles (“Chip”) V. Bergh
Additional 402(v) Disclosure     The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Total column set forth in the Summary Compensation Table with certain adjustments as described in footnote 3 below.      
Measure [Axis]: 1            
Pay vs Performance Disclosure [Table]            
Measure Name       Adjusted Earnings Before Income and Taxes (EBIT)    
Measure [Axis]: 2            
Pay vs Performance Disclosure [Table]            
Measure Name       Net Revenues    
Measure [Axis]: 3            
Pay vs Performance Disclosure [Table]            
Measure Name       Cash Conversion Cycle    
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     $ (2,433,100)      
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     2,906,570      
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     2,493,959      
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     421,300      
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount     $ 31,311      
MR. BERGH [Member]            
Pay vs Performance Disclosure [Table]            
PEO Total Compensation Amount [1] $ 3,128,419     $ 15,623,233 $ 15,867,418 $ 16,331,831
PEO Actually Paid Compensation Amount [1],[2],[3] 6,973,804     10,937,841 (5,530,077) 33,799,905
MR. BERGH [Member] | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 0          
MR. BERGH [Member] | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 3,845,385          
MR. BERGH [Member] | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 0          
MR. BERGH [Member] | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount 3,627,666          
MR. BERGH [Member] | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount $ 217,719          
MS. GASS [Member]            
Pay vs Performance Disclosure [Table]            
PEO Total Compensation Amount [1]   $ 13,704,334   (0) (0) (0)
PEO Actually Paid Compensation Amount [1],[2],[3]   16,072,805   $ (0) $ (0) $ (0)
MS. GASS [Member] | PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount   (8,707,202)        
MS. GASS [Member] | PEO [Member] | Equity Awards Adjustments, Excluding Value Reported in the Compensation Table [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount   11,075,673        
MS. GASS [Member] | PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount   9,181,483        
MS. GASS [Member] | PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount   1,404,026        
MS. GASS [Member] | PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]            
Pay vs Performance Disclosure [Table]            
Adjustment to Compensation Amount   $ 490,164        
[1] Charles (“Chip”) V. Bergh (First PEO) was our CEO from 2011 to January 29, 2024, and Michelle Gass (“Second PEO”) has been our CEO since that date. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
[2] Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.
[3] The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Total column set forth in the Summary Compensation Table with certain adjustments as described in footnote 3 below.
[4] The Peer Group TSR set forth in this table utilizes the S&P 500 Apparel, Accessories and Luxury Goods, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended December 1, 2024. The comparison assumes $100 was invested for the period starting November 29, 2020, through the end of the listed year in the Company and in the S&P 500 Apparel, Accessories and Luxury Goods, respectively. Historical stock performance is not necessarily indicative of future stock performance.
[5] We determined Adjusted EBIT to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our NEOs in 2024. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 01, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true