DEF 14A of Levi Strauss & Co, Mar 14, 2024

DEF 14A of Levi Strauss & Co

Filed Mar 14, 2024 · FY20230001308179-24-000142

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS

    | | | | | | DIRECTOR | COMMITTEE MEMBERSHIP | | | | | | | | NAME AND PRINCIPAL OCCUPATION | AGE | SINCE | AC | CHCC | FC | NGCCC | | | | | DAVID A. FRIEDMAN Retired; Senior Principal, Emeritus Chief Executive Officer and Chair of the Board, Forell/Elsesser Engineers | 70 | 2018 | | | | | | | | | YAEL GARTEN Former Director, AI/ML Data Science and Engineering, Apple | 45 | 2020 | | | | | | | | | JENNY MING Chief Executive Officer and Director, Rothy’s, Inc. | 68 | 2014 | | | | | | | | | JOSHUA E. PRIME Co-President, Argonaut Securities Company. | 46 | 2019 | | | | | | | | | TROY M. ALSTEAD Founder and President, Table 47 and Ocean5 | 60 | 2012 | C | | | | | | | | CHARLES (“CHIP”) V. BERGH(1) Executive Vice Chair of the Board of Directors, Levi Strauss & Co. | 66 | 2012 | | | | | | | | | ROBERT A. ECKERT Operating Partner, FFL Partners, LLC | 69 | 2010 | | | | C | | | | | MICHELLE GASS President and Chief Executive Officer, Levi Strauss & Co. | 56 | 2023 | | | | | | | | | DAVID MARBERGER(2) Executive Vice President and CFO, Conagra Brands. | 59 | 2024 | | | | | | | | | JILL BERAUD Retired; Former Chief Executive Officer, Ippolita | 63 | 2013 | | | C | | | | | | SPENCER C. FLEISCHER Chairman, FFL Partners, LLC | 70 | 2013 | | C | | | | | | | CHRISTOPHER J. MCCORMICK Retired; Former President and Chief Executive Officer, L.L. Bean, Inc. | 68 | 2016 | | | | | | | | | ELLIOTT RODGERS Executive Vice President and Chief Operations Officer, Foot Locker, Inc. | 48 | 2020 | | | | |

  3. BOARD OF DIRECTORS

    | AC | Audit Committee | CHCC | Compensation and Human Capital Committee | | Member | | Independent | | FC | Finance Committee | NGCCC | Nominating, Governance and Corporate Citizenship Committee | C | Chair | | |

  4. BOARD OF DIRECTORS

    | (1) Mr. Bergh is expected to retire from our Board of Directors as of April 26, 2024. Upon his retirement, the number of members serving on our Board of Directors will decrease from 13 to 12. | | (2) Mr. Marberger joined the Board of Directors on January 9, 2024, replacing Ms. Patricia Salas Pineda, who retired from our Board of Directors in December 2023. |

  5. BOARD OF DIRECTORS

    | 2024 PROXY STATEMENT | 7 |

  6. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  7. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    NOMINEES FOR ELECTION AS CLASS II DIRECTORS The following is a brief biography of each nominee for Class II director and a discussion of his or her specific experience, qualifications, attributes or skills that led the Nominating, Governance and Corporate Citizenship Committee and our Board of Directors to recommend him or her as a nominee for Class II director.

  8. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | | DAVID A. FRIEDMAN | | | CAREER HIGHLIGHTS: • Retired Senior Principal, Emeritus Chief Executive Officer and past-Chair of the Board, and past President and Chief Executive Officer of Forell/Elsesser Engineers, with over 40 years of professional practice in structural and earthquake engineering. • President and member of the Board of Directors for the Earthquake Engineering Research Institute, which disseminates lessons learned from earthquakes around the world, and served on its post-earthquake reconnaissance teams in Kobe, Japan in 1995 and Wenchuan, China in 2008. • Involved in many institutional, academic, philanthropic and not-for-profit boards, including the San Francisco Planning and Urban Research Association, the University of California, Berkeley Foundation, the Jewish Home and Senior Living Foundation, Jewish Senior Living Group and GeoHazards International. • A licensed structural engineer in California, Nevada and British Columbia. KEY QUALIFICATIONS: Mr. Friedman was selected to join our Board of Directors due to his broad professional experience, as well as his extensive background with our company arising from his familial connection to our founder. | | Retired; Former Senior Principal, Emeritus Chief Executive Officer and past-Chair of the Board, Forell/Elsesser Engineers AGE: 70 DIRECTOR SINCE: 2018 COMMITTEES: Compensation and Human Capital Committee, Nominating, Governance and Corporate Citizenship Committee | |

  9. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | | YAEL GARTEN | | | CAREER HIGHLIGHTS: • Director, AI/ML Data Science and Engineering, Apple, Inc. from August 2017 through June 2023. • Worked at LinkedIn Corporation in a number of positions from October 2011 to August 2017, including as Director of Data Science from October 2015 to August 2017. • Research Scientist and Text Mining Lead at Stanford University School of Medicine before joining LinkedIn. • Serves on the Board of Directors of Fiverr International Ltd. KEY QUALIFICATIONS: Dr. Garten was selected to join our Board of Directors for her expertise in data science, artificial intelligence and machine learning, and converting data into actionable product and business strategy. She has applied this expertise across products and services with massive global user bases. | | Former Director, AI/ML Data Science and Engineering, Apple AGE: 45 DIRECTOR SINCE: 2020 COMMITTEES: Audit Committee, Nominating, Governance and Corporate Citizenship Committee | |

  10. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | 12 | LEVI STRAUSS & CO. |

  11. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | | JENNY MING | | | CAREER HIGHLIGHTS: • Chief Executive Officer of Rothy’s, Inc., a manufacturer of shoes, handbags and accessories, since January 2024 and a member of the Rothy’s, Inc. Board of Directors since June 2022. • President and Chief Executive Officer of Charlotte Russe Inc., a fast-fashion specialty retailer of apparel and accessories catering to young women, from October 2009 to February 2019. In February 2019, Charlotte Russe Inc. filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code. • Was a member of Gap Inc.’s executive team that launched Old Navy, a $7 billion brand in Gap Inc.’s portfolio. Served as its first President from March 1999 to October 2006, where she oversaw all aspects of Old Navy and its 900 retail clothing stores in the United States and Canada. • Joined Gap Inc. in 1986, serving in various executive capacities at its San Francisco headquarters. • Serves on the Board of Directors of Kendra Scott, LLC, and Kaiser Hospital Health Plan. Former director of Affirm Holdings, Inc. and Poshmark, Inc. KEY QUALIFICATIONS: Ms. Ming was selected to join our Board of Directors due to her extensive operational and retail leadership experience in the apparel industry. | | Chief Executive Officer and Director, Rothy’s, Inc. AGE: 68 DIRECTOR SINCE: 2014 COMMITTEES: Nominating, Governance and Corporate Citizenship Committee, Compensation and Human Capital Committee | |

  12. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | | JOSHUA E. PRIME | | | CAREER HIGHLIGHTS: • Co-President, Argonaut Securities Company • Partner, Idea Generation and Research, at Indaba Capital Management, L.P., where he served from its founding in 2010 until 2024. • Manager of retail strategy for the Americas Region of Levi Strauss & Co. from 2007 to 2009. • Served as an analyst in merger arbitrage, special situations and credit at Farallon Capital Management, L.L.C. from 1999 to 2005. KEY QUALIFICATIONS: Mr. Prime was selected to join our Board of Directors due to his broad professional experience, including with our company, and his extensive background with the company arising from his familial connection to our founder. | | Co-President, Argonaut Securities Company AGE: 46 DIRECTOR SINCE: 2019 COMMITTEES: Audit Committee, Finance Committee | |

  13. NOMINEES FOR ELECTION AS CLASS II DIRECTORS

    | 2024 PROXY STATEMENT | 13 |

  14. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The following is a brief biography of each director whose term will continue after the annual meeting.

  15. CONTINUING DIRECTORS

    | | TROY M. ALSTEAD | | | CAREER HIGHLIGHTS: • Founder and President of Table 47, Ocean5, a restaurant and social concept, and The Cup Coffee Lounge. • Retired from Starbucks Corporation in February 2016 after 24 years with the company, having most recently served as Chief Operating Officer. • Held the positions of Group President, Chief Financial Officer and Chief Administrative Officer of Starbucks. • Spent a decade in Starbucks international business, including roles as Senior Leader of Starbucks International, President of Europe, Middle East and Africa headquartered in Amsterdam and Chief Operating Officer of Starbucks Greater China headquartered in Shanghai. • Currently serves as a director of Harley-Davidson, Inc., Array Technologies, Inc., and OYO Global. KEY QUALIFICATIONS: Mr. Alstead brings to our Board of Directors his broad financial and business perspective developed over many years in the global consumer goods industry. | | Founder and President, Table 47, Ocean5, and The Cup Coffee Lounge AGE: 60 DIRECTOR SINCE: 2012 COMMITTEES: Audit Committee (Chair), Compensation and Human Capital Committee | |

  16. CONTINUING DIRECTORS

    | | JILL BERAUD | | | CAREER HIGHLIGHTS: • Retired Chief Executive Officer of Ippolita, a privately held luxury jewelry company with distribution in high-end department stores, flagship and ecommerce, from October 2015 until September 2018. • Executive Vice President for Tiffany & Co., with responsibility for its Global Retail Operations and E-Commerce with oversight of strategic store development and real estate from October 2014 until June 2015. • Served as Chief Executive Officer for Living Proof, Inc., a privately held company that uses advanced medical and materials technologies to create hair care and skin care products for women from December 2011 to October 2014. • Served as President of Starbucks/Lipton Joint Ventures and Chief Marketing Officer of PepsiCo Americas Beverages from July 2009 to June 2011, and PepsiCo’s Global Chief Marketing Officer from December 2008 to July 2009. • Spent 13 years at Limited Brands in various roles, including Chief Marketing Officer of Victoria’s Secret and Executive Vice President of Marketing for its broader portfolio of specialty brands, including Bath & Body Works, C.O. Bigelow, Express, Henri Bendel and Limited Stores. • Director of Revance Therapeutics, Inc. and Chair of the Board for the Fashion for Good BV. KEY QUALIFICATIONS: Ms. Beraud was selected to join our Board of Directors due to her extensive marketing, social media and consumer branding experience, as well as her extensive managerial and operational knowledge in the apparel and other consumer goods industries. | | Retired; Former Chief Executive Officer, Ippolita AGE: 63 DIRECTOR SINCE: 2013 COMMITTEES: Finance Committee (Chair), Compensation and Human Capital Committee | |

  17. CONTINUING DIRECTORS

    | 14 | LEVI STRAUSS & CO. |

  18. CONTINUING DIRECTORS

    | | CHARLES (“CHIP”) V. BERGH | | | CAREER HIGHLIGHTS: • Executive Vice Chair of our Board of Directors; President and Chief Executive Officer of Levi Strauss & Co. from September 2011 until January 2024. • Joined LS&Co. after a distinguished career at Procter & Gamble. His last assignment was leading the Gillette integration following P&G’s $57 billion acquisition of that business and running the Gillette Blades & Razors business and the entire Male Grooming portfolio of P&G. • Twenty-eight-year career at P&G included roles of increasing scope and complexity and included a six-year assignment as Regional President of Southeast Asia, India and Australia. • Currently serves as the non-executive Chairman of HP Inc. • Previously served on the Board of Directors for VF Corporation, the Singapore Economic Development Board and was a member of the US ASEAN Business Council, Singapore. KEY QUALIFICATIONS: Mr. Bergh’s position as our Executive Vice Chair of the Board of Directors and former President and Chief Executive Officer and his past experience as a leader of large, global consumer brands make him well suited to be a member of our Board of Directors. Mr. Bergh is expected to retire from our Board of Directors on April 26, 2024 and will step down from the Board on that date. | | Executive Vice Chair of the Board of Directors, Levi Strauss & Co. AGE: 66 DIRECTOR SINCE: 2011 COMMITTEES: None | |

  19. CONTINUING DIRECTORS

    | | ROBERT A. ECKERT | | | CAREER HIGHLIGHTS: • Chair of our Board of Directors, a position he has held since 2021. • Operating Partner of FFL Partners, LLC, a private equity firm, since September 2014. • Chairman Emeritus of Mattel, Inc., a role he has held since January 2013. • Chairman and Chief Executive Officer of Mattel from May 2000 until December 2011, and he continued to serve as its Chairman until December 2012. • Previously worked for Kraft Foods, Inc. for 23 years, and served as President and Chief Executive Officer from October 1997 until May 2000. • Group Vice President of Kraft Foods from 1995 to 1997, and President of the Oscar Mayer foods division of Kraft Foods from 1993 to 1995. • Currently a director of Uber Technologies, Inc., Amgen, Inc., Eyemart Express Holdings, LLC and Quinn Group Inc. Previously served on the Board of Directors for McDonald’s Corporation. KEY QUALIFICATIONS: Mr. Eckert was selected to join our Board of Directors due to his experience as a senior executive engaged with the dynamics of building global consumer brands through high performance expectations, integrity and decisiveness in driving businesses to successful results. | | Operating Partner, FFL Partners, LLC AGE: 69 DIRECTOR SINCE: 2010 COMMITTEES: Nominating, Governance and Corporate Citizenship Committee (Chair), Compensation and Human Capital Committee | |

  20. CONTINUING DIRECTORS

    | 2024 PROXY STATEMENT | 15 |

  21. CONTINUING DIRECTORS

    | | SPENCER C. FLEISCHER | | | CAREER HIGHLIGHTS: • Current Chairman and former Managing Partner of FFL Partners, LLC, a private equity firm. • Spent 19 years at Morgan Stanley & Company as an investment banker and senior leader, leading business units in Asia, Europe and the United States, before co-founding FFL Partners, LLC in 1997. • Currently serves as a director of The Clorox Company and Americans for Oxford, Inc. KEY QUALIFICATIONS: Mr. Fleischer was selected to join our Board of Directors due to his broad financial and international business perspectives developed over many years in the private equity and investment banking industries. | | Chairman, FFL Partners, LLC AGE: 70 DIRECTOR SINCE: 2013 COMMITTEES: Compensation and Human Capital Committee (Chair), Finance Committee | |

  22. CONTINUING DIRECTORS

    | | MICHELLE GASS | | | CAREER HIGHLIGHTS: • President, Chief Executive Officer of Levi Strauss & Co. since January 2024 and a Director since 2023. • Previously served as President of Levi Strauss & Co. from January 2023 to January 2024. • Previously Chief Executive Officer of Kohl’s Corporation from May 2018 until December 2022 where she led the company’s effort to become a leading omnichannel retailer while acquiring and elevating notable national brand partnerships, including the long-term partnership with Sephora. Held positions of Chief Merchandising and Customer Officer and Chief Customer Officer at Kohl’s prior to becoming Chief Executive Officer. • Served in a variety of leadership roles at Starbucks Corporation across marketing, global strategy, and merchandising for more than 16 years, including President, Starbucks Europe, Middle East and Africa and Executive Vice President, Marketing and Category. • Served in product development and brand management roles at Procter and Gamble before joining Starbucks. • Serves on the Board of Directors of PepsiCo, Inc. Previously served on the Board of Directors of Kohl’s Corporation. KEY QUALIFICATIONS: Ms. Gass’ position as our President and Chief Executive Officer and her deep retail and omni-channel experience combined with her track record of building brands and meaningful innovation make her well suited to serve as a member of our Board of Directors. | | President and Chief Executive Officer, Levi Strauss & Co. AGE: 56 DIRECTOR SINCE: 2023 COMMITTEES: None | |

  23. CONTINUING DIRECTORS

    | 16 | LEVI STRAUSS & CO. |

  24. CONTINUING DIRECTORS

    | | DAVID MARBERGER | | | CAREER HIGHLIGHTS: • Executive Vice President and Chief Financial Officer at Conagra Brands, Inc, a branded food company, since 2016. • Chief Financial Officer at Prestige Brands, a provider of over-the-counter health care products with a portfolio of over 80 brands. • Chief Financial Officer of Godiva Chocolatier for seven years, where he was responsible for the finance, accounting, audit, tax and IT functions, in addition to overseeing Godiva’s worldwide strategic planning process. • Chief Financial Officer of Tasty Baking Company. • Held finance roles with increasing responsibility at Campbell Soup Company. KEY QUALIFICATIONS: Mr. Marberger was selected to join our Board of Directors due to his extensive experience overseeing financial functions, investor relations, information technology and mergers and acquisitions and his work with leading brands. Mr. Marberger was appointed on January 9, 2024 to fill the seat vacated by Ms. Patricia Salas Pineda. | | Executive Vice President and CFO of Conagra Brands, Inc. AGE: 59 DIRECTOR SINCE: 2024 COMMITTEES: Audit Committee and Finance Committee | |

  25. CONTINUING DIRECTORS

    | | CHRISTOPHER J. McCORMICK | | | CAREER HIGHLIGHTS: • Served as President and Chief Executive Officer of L.L. Bean, Inc. from 2001 until 2016. • Senior Vice President and Chief Marketing Officer of L.L. Bean from 2000 to 2001. • Joined L.L. Bean in 1983, previously serving in a number of senior and executive level positions in advertising and marketing. • Director of Big Lots!, Inc. and a former director of Sun Life Financial, Inc. KEY QUALIFICATIONS: Mr. McCormick brings to our Board of Directors his deep channel knowledge and ecommerce and direct marketing experience. | | Retired; Former President and Chief Executive Officer, L.L. Bean, Inc AGE: 68 DIRECTOR SINCE: 2016 COMMITTEES: Audit Committee, Nominating, Governance and Corporate Citizenship Committee | |

  26. CONTINUING DIRECTORS

    | 2024 PROXY STATEMENT | 17 |

  27. CONTINUING DIRECTORS

    | | ELLIOTT RODGERS | | | CAREER HIGHLIGHTS: • Executive Vice President and Chief Operations Officer at Foot Locker, Inc. since December 2022. • Chief People Officer at project44, a supply chain visibility platform from October 2021 to December 2022 • Previously was Chief Information Officer and Chief Supply Chain Officer of Ulta Beauty. Joined Ulta Beauty in 2013 and served in a number of senior positions where he led distribution, transportation, supplier operations, sales and operations planning, and supply chain strategy. • Led the transformation of Ulta Beauty’s supply chain in support of its strategic imperatives. • Held operational leadership roles spanning retail, financial services, and logistics at Target, Citibank and the United States Army. • Served in various assignments as an Army Officer, including leading logistics support operations for humanitarian service missions. KEY QUALIFICATIONS: Mr. Rodgers was selected to join our Board of Directors due to his broad professional experience and his extensive operational, technology and retail leadership experience. | | Executive Vice President and Chief Operations Officer, Foot Locker, Inc. AGE: 48 DIRECTOR SINCE: 2020 COMMITTEES: Finance Committee, Nominating, Governance and Corporate Citizenship Committee | |

  28. CONTINUING DIRECTORS

    | 18 | LEVI STRAUSS & CO. |

  29. INDEMNIFICATION OF DIRECTORS AND OFFICERS

    INDEMNIFICATION OF DIRECTORS AND OFFICERS We have entered into indemnification agreements with each of our directors and executive officers. As permitted by our certificate of incorporation and bylaws, the indemnification agreements require us to indemnify our directors and executive officers to the fullest extent permitted by Delaware law.

  30. OTHER RELATIONSHIPS

    | NON-EMPLOYEE DIRECTOR COMPENSATION DURING FISCAL YEAR 2023 |

  31. BOARD COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS(1) | ALL OTHER COMPENSATION(2) | TOTAL | | Troy M. Alstead | 125,000 | 154,995 | 10,542 | 290,537 | | Jill Beraud | 115,000 | 154,995 | 7,515 | 277,510 | | Robert A. Eckert(3) | 215,000 | 254,999 | 25,694 | 495,693 | | Spencer Fleischer(4) | 120,000 | 154,995 | 18,260 | 293,255 | | David A. Friedman(5) | 100,000 | 154,995 | 17,717 | 272,712 | | Yael Garten (6) | 100,000 | 154,995 | 9,386 | 264,381 | | Christopher J. McCormick | 100,000 | 154,995 | 13,633 | 268,628 | | Jenny Ming | 100,000 | 154,995 | 19,309 | 274,305 | | Patricia Salas Pineda | 100,000 | 154,995 | 24,976 | 279,971 | | Joshua E. Prime(7) | 100,000 | 154,995 | 17,389 | 272,384 | | Elliott Rodgers (8) | 100,000 | 154,995 | 15,591 | 270,586 |

  32. MS. GASS’ COMPENSATION

    | NAME | BASE SALARY | AIP TARGET | TOTAL TARGET CASH | ANNUAL LTI AWARD | TOTAL ANNUAL COMPENSATION | SIGN-ON CASH AWARD | SIGN-ON PRSU | SIGN-ON SAR | | Michelle Gass | $1,475,000 | 175% | $4,056,250 | $7,550,000 | $11,606,250 | $8,100,000 | $8,100,000 | $8,100,000 |

  33. MS. GASS’ COMPENSATION

    The annual LTI awards were made consistent with the long-term incentive mix given to other executives as part of the company’s annual award. The make-whole sign-on awards were calibrated within the context of nearly $26M of forfeited compensation and near-term vesting value of RSUs and PRSUs from her prior employer. The company did not make any additional inducement awards beyond the make-whole awards and annual LTI grant. The Compensation and Human Capital Committee determined that it was appropriate to structure the sign-on awards to closely replicate the previous cash flow experience for Ms. Gass while also providing meaningful and immediate retention and alignment with the company’s shareholders. As CEO, Ms. Gass is receiving the same base salary and target annual incentive compensation opportunity as she received as President. The size and terms of any future salary, bonus, annual incentive compensation and long-term incentive awards will be determined by the Board in the ordinary course along with other executive officers, will reflect company performance and Ms. Gass’ individual performance and future career potential and will be determined in a manner consistent with prior long-term incentive awards issued by the company to the other executive officers.

  34. MR. BERGH’S COMPENSATION

    MR. BERGH’S COMPENSATION To facilitate the transition and enable continuity, the company and Mr. Bergh have agreed to an arrangement which will allow the company to leverage Mr. Bergh’s expertise through the transition date. Pursuant to the arrangement, during his service as Executive Vice Chair of the Board until the retirement date, Mr. Bergh will receive his current base salary and target annual incentive compensation opportunity, with any paid bonus taking into account, on a pro-rated basis, Mr. Bergh’s period of service as CEO and President and his service as Executive Vice Chair of the Board in 2024. In addition, he will be provided with health, welfare and fringe benefits consistent with those provided to the company’s other senior executives generally and certain perquisites consistent with those historically provided to him while serving as CEO and President. In the Senior Advisor role until the transition date, Mr. Bergh will report to the Board and the CEO, provide advice on strategic and operational matters, and meet with key stakeholders at the company’s request. Mr. Bergh will receive a one-time consulting fee of $1,000,000, payable upon his appointment as Senior Advisor. In addition, Mr. Bergh will receive administrative support with a value of approximately $200,000 annually for four years commencing with his role as Senior Advisor. While serving as Senior Advisor, he will not be entitled to a target annual incentive compensation opportunity or a long-term incentive award. All of Mr. Bergh’s then-outstanding long-term equity incentive awards as of the transition date will vest in accordance with the “retirement” treatment provided therein.

  35. COMPENSATION PHILOSOPHY AND OBJECTIVES

    | Attract, motivate, and retain high performing talent in an extremely competitive marketplace | Deliver competitive compensation for achievement of annual and long-term results | Align the interests of our executives with those of our shareholders, with a majority of executive compensation “at risk” | | Our ability to achieve our strategic business plans and compete effectively in the marketplace is highly dependent on the quality, diversity, focus and engagement of our leaders and employees. | A high proportion of our executive compensation is based on the achievement of annual and long-term performance. | Our incentive programs are designed to reward executives for enhancing shareholder value, both outright and in comparison to peer companies. These programs align certain elements of compensation with the achievement of corporate growth objectives (including defined financial targets and increases in shareholder value) as well as business unit, functional and individual impact. |

  36. KEY ELEMENTS OF COMPENSATION

    | COMPONENT | DESCRIPTION | | | Base Salary | Base Salary comprises the smallest component of our executive compensation and provides our executives with a predictable level of income in a competitive marketplace. | | | Annual Incentive Program (“AIP”) | AIP is tied to fiscal year company achievement of our financial and strategic objectives. | | | | | 50% of AIP payout is based on company financial performance – primarily earnings and net revenue. | | | | 50% of AIP payout is based on individual objectives that may be either financial or non-financial and support our overall business strategy, culture, or competitive differentiation. | | Long-term Incentives (“LTI”) | LTI comprise the majority of our executive compensation. Our LTI mix is heavily weighted toward performance-based vehicles. | | | | | 25% of LTI is delivered in Stock Appreciation Rights (“SARs”) that only obtain value to the extent that the share price increases above the price at which they were granted. | | | | 25% of LTI is delivered in Restricted Stock Units (“RSUs”) for which the value received by the executive is based on our stock price at the time they vest. | | | | 50% of LTI is delivered in Performance-Vested Restricted Stock Units (“PRSUs”) that only vest if the company meets certain performance criteria. These can include strategic financial metrics tied to our long-term business plan as well as relative total shareholder return performance compared to our retail peer group. |

  37. COMPENSATION BEST PRACTICES

    | | PRACTICES WE ENGAGE IN | | PRACTICES WE DO NOT ENGAGE IN | | Align pay with shareholder interests Grant equity-based awards with performance goals that align with long-term value Engage proactively with shareholders and consider shareholder feedback Maintain stock ownership guidelines Adopt and maintain clawback policy Engage independent compensation consultant Conduct annual review of compensation program and practices Use peer groups Do not take excessive risk Conduct annual say on pay vote | | Hedging shares Pledging shares Repricing stock options Granting discount stock options Providing excessive perquisites Granting dividends or dividend equivalents on unearned performance shares/units Gross-ups for golden parachute taxes | |

  38. COMPETITIVE BENCHMARKING

    COMPETITIVE BENCHMARKING The Compensation and Human Capital Committee establishes the elements of compensation for our executives after an extensive review of compensation market data from the peer group described below. The Compensation and Human Capital Committee reviews each element of compensation independently and in the aggregate to determine the right mix of elements, and associated amounts, for each executive that it believes best helps us further our goals of motivating and retaining our executives, achieving our strategic business plans, and enhancing total shareholder return. A consistent approach is used across the executive leadership team when establishing each compensation element. However, the Compensation and Human Capital Committee (and the Board with respect to the CEO) maintains flexibility to exercise its independent judgment in how it applies the standard approach to each executive, taking into account unique considerations existing at an executive’s time of hire, promotion or annual performance review, and the current and future estimated value of previously granted long-term incentive awards, both performance and time-vested.

  39. COMPETITIVE PEER GROUP

    COMPETITIVE PEER GROUP In determining the design and the amount of each element of compensation, the Compensation and Human Capital Committee, with the assistance of its compensation consultant, conducts a thorough annual review of competitive market information. The Compensation and Human Capital Committee reviews data from major published surveys and proxy information of peer companies in the consumer products, apparel and retail industry segments. The peer group consists of companies with comparable characteristics to us, including financial metrics like revenue and market capitalization, and includes companies that we compete with for talent. As part of this review in fiscal year 2023, the Compensation and Human Capital Committee decided to not make any changes to the peer group. The peer group used in establishing our executives’ fiscal year 2023 compensation packages is presented below.

  40. COMPETITIVE PEER GROUP

    | 2024 PROXY STATEMENT | 39 |

  41. COMPETITIVE PEER GROUP

    | | | | | Abercrombie & Fitch Co.* | Lululemon Athletica, Inc.* | | | American Eagle Outfitters, Inc.* | Mattel, Inc. | | | Burberry Group Plc | NIKE, Inc.* | | | Capri Holdings Limited* | Nordstrom, Inc. | | | Carter’s, Inc.* | PVH Corp.* | | | The Clorox Company | Ralph Lauren Corporation* | | | Columbia Sportswear Company* | Tapestry, Inc.* | | | Deckers Outdoor Corporation | Under Armour, Inc.* | | | Foot Locker, Inc. | Urban Outfitters, Inc.* | | | The Gap, Inc.* | VF Corporation* | | | Guess? Inc.* | Williams-Sonoma, Inc. | | | Hanesbrands Inc.* | Victoria’s Secret & Co. | | | Kontoor Brands, Inc. | | |

  42. COMPETITIVE PEER GROUP

    The following companies, in addition to the companies noted with an asterisk (*) in the table above, are part of an expanded peer group for purposes of measuring total shareholder return for the performance-based restricted stock units granted in fiscal year 2023 that are further described in the “Performance-based RSUs” section below. The Compensation and Human Capital Committee determined that these companies are most appropriate for determining relative total shareholder return because they represent an array of competitors with global operations, similar to the company.

  43. COMPETITIVE PEER GROUP

    | COMPANY NAME | | | | Adidas AG | Fast Retailing | Hugo Boss AG | | The Buckle, Inc. | Fossil Group Inc. | Inditex | | Esprit Holdings Limited | G-III Apparel Group, Inc. | Oxford Industries Inc. | | Express Inc. | Hennes & Mauritz | Wolverine World Wide, Inc. |

  44. COMPETITIVE PEER GROUP

    | 40 | LEVI STRAUSS & CO. |

  45. Establishing Compensation for Executives Other Than The CEO

    | ASSESS AND REVIEW | RECOMMEND | EVALUATE AND APPROVE | | • While the Compensation and Human Capital Committee uses peer group market data percentiles as reference points in setting executive compensation, the Compensation and Human Capital Committee does not target specific benchmark percentiles for any element of compensation or total direct compensation for the executive officers. • Instead, the Compensation and Human Capital Committee uses a number of factors in determining compensation for our executives in a manner that it believes best helps us further our goals of motivating and retaining our executives, achieving our strategic business plans, and enhancing total shareholder return. • The factors considered in establishing compensation for our executives include, among others, our financial performance, the individual’s performance in the prior year, the scope of each individual’s responsibilities, internal and external pay equity, the guidelines used for setting annual cash, long-term and total compensation for the executives, succession planning strategies, and data regarding pay practices and trends. | • The CEO conducts an annual performance review of each executive and makes recommendations to the Compensation and Human Capital Committee about the structure of the executive compensation program. | • The Compensation and Human Capital Committee carefully considers the CEO’s recommendations. • The Compensation and Human Capital Committee also consults with its compensation consultant, Semler Brossy, an independent board advisory firm, which informs the Compensation and Human Capital Committee of market trends and conditions, comments on market data relative to each executive’s current compensation, and provides perspective on other company executive compensation practices. • The Compensation and Human Capital Committee determined that the work of the consulting firm does not create any conflict of interest pursuant to SEC rules and stock exchange listing standards. |

  46. ELEMENTS OF COMPENSATION

    | • | Base Salary; | | • | Awards under our Annual Incentive Plan (“AIP”); and | | • | Long-Term Incentive (“LTI”) Awards. |

  47. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN Our AIP provides our executives and other eligible employees an opportunity to share in any success that they help create by aligning annual incentive compensation with annual performance. The AIP encourages the achievement of our internal annual business goals and rewards attainment of those goals based on company, operating segment and individual performance as measured against those annual objectives. The alignment of the AIP with our internal annual business goals is intended to motivate all participants to achieve and exceed our annual performance objectives. Actual AIP bonus payments were based 50% on financial performance of the company as a whole and 50% on individual performance. This incentivizes our executives to work collaboratively to achieve company-wide business goals while also meeting individual performance objectives.

  48. ANNUAL INCENTIVE PLAN

    | COMPONENTS | AIP OPPORTUNITY | PERFORMANCE MEASURES | | Financial Performance | For All NEOs 50% based on the financial performance of the company as a whole | COMPANY FINANCIAL PERFORMANCE | | Individual Performance | For all NEOs 50% based on individual objectives | |

  49. ANNUAL INCENTIVE PLAN

    The table below describes the target AIP as a percent of base salary and potential AIP payout range for each NEO.

  50. ANNUAL INCENTIVE PLAN

    | NAME | 2023 TARGET AIP AS A PERCENTAGE OF BASE SALARY | POTENTIAL AIP PAYOUT RANGE AS A PERCENTAGE OF BASE SALARY | | Charles (“Chip”) V. Bergh | 175% | 0-350% | | Harmit Singh | 100% | 0-200% | | Michelle Gass | 175% | 0-350% | | Elizabeth O’Neill | 80% | 0-160% | | Tracy Layney | 70% | 0-140% |

  51. AIP FINANCIAL PERFORMANCE MEASURES

    AIP FINANCIAL PERFORMANCE MEASURES Our priorities for fiscal year 2023 were to drive business growth and create shareholder value. Our 2023 AIP funding goals were aligned with these key priorities through the use of three performance measures:

  52. AIP FINANCIAL PERFORMANCE MEASURES

    | • | Adjusted EBIT, a non-GAAP financial measure, is defined as net income (loss) excluding income tax expense (benefit), interest expense, other (income) expense, net, loss on early extinguishment of debt, impact of changes in fair value on cash-settled stock-based compensation, COVID-19 related inventory costs and other charges, acquisition and integration related charges, and restructuring and related charges, severance and other, net; | | • | Net Revenues, is defined as gross product sales, net of allowance for estimated returns, discounts and retailer promotions and other similar incentives, plus licensing revenue; and | | • | Cash Conversion Cycle, is defined as the sum of receivable days and inventory days minus payable days. |

  53. AIP FINANCIAL PERFORMANCE MEASURES

    We used these measures because they satisfy two factors important to our incentive compensation program: they are key drivers in increasing shareholder value, and every AIP participant can impact them in some way. Adjusted EBIT is used as an indicator of our earnings performance. Net Revenues are used as an indicator of our growth. Cash Conversion Cycle is used as an indicator of our operational liquidity by measuring the length of time in days that it takes to convert investments in inventory, collect receivables and pay bills, into cash. These measures may change from time to time based on business priorities. The Compensation and Human Capital Committee semi-annually approved minimum, target, and maximum goals for each measure, along with the corresponding payouts at these performance levels. The reward for meeting the AIP goals is set by the Compensation and Human Capital Committee. If target goal levels are not met but financial performance reaches minimum thresholds, participants may receive partial payouts to recognize their efforts that contributed to company and/or business unit performance.

  54. AIP FINANCIAL PERFORMANCE MEASURES

    | 2024 PROXY STATEMENT | 43 |

  55. AIP FINANCIAL PERFORMANCE MEASURES

    The company began measuring the performance in two separate six-months periods beginning in fiscal year 2021 due to the uncertain nature of the market resulting from the COVID-19 outbreak and continued during fiscal year 2022 for the same reasons. As market uncertainty remained going into fiscal year 2023, the Committee determined it would continue using two separate six-month periods to measure performance. The company will return to using a full-year measurement period in fiscal year 2024. The table below shows the fiscal year 2023 total company performance goals at target for each of our three performance measures and the actual fiscal year 2023 payout percentages.

  56. AIP FINANCIAL PERFORMANCE MEASURES

    | DOLLARS IN MILLIONS | ADJUSTED EBIT GOAL | NET REVENUES GOAL | CASH CONVERSION CYCLE GOAL | ACTUAL PERCENTAGE ACHIEVED AFTER ADJUSTMENTS* | | Total Company – 1st Half (50%) | $286 | $3,043 | 114 days | 31% | | Total Company – 2nd Half (50%) | $380 | $3,326 | 102 days | 6% |

  57. AIP FINANCIAL PERFORMANCE MEASURES

    | * The actual percentage achieved results are weighted 50% for Adjusted EBIT, 35% for Net Revenues, and 15% for Cash Conversion Cycle. |

  58. AIP FINANCIAL PERFORMANCE MEASURES

    At the close of the fiscal year, the Compensation and Human Capital Committee reviews and approves the final AIP payout results based on the extent to which the designated financial measures at the operating segment and total company levels are attained. The Compensation and Human Capital Committee’s review includes an analysis of the fundamentals of the underlying business performance and adjustments for items that are not indicative of ongoing results. Such adjustments may include external factors or internal business decisions that may have impacted financial results during the year. For example, Adjusted EBIT, Net Revenues and Cash Conversion Cycle are expressed using the foreign exchange rates used in our annual 2023 financial plan at the time the Compensation and Human Capital Committee set the targets, which exclude the effects of foreign currency fluctuations over the course of the fiscal year because we believe that period-to-period changes in foreign rates can cause our reported results to appear more or less favorable than business fundamentals indicate.

  59. AIP INDIVIDUAL PERFORMANCE MEASURES

    AIP INDIVIDUAL PERFORMANCE MEASURES Executives were also eligible to receive bonuses based on individual performance for the entire fiscal year. For executives other than the CEO and President, individual performance and resulting individual performance payout percentage are based on the CEO’s recommendations and assessment of the applicable executive’s performance against his or her annual objectives and performance relative to his or her internal peers set at the beginning of the year. The CEO and President’s individual performance results are based on the Compensation and Human Capital Committee’s and the Nominating, Governance and Corporate Citizenship Committee’s assessment of Mr. Bergh and Ms. Gass’ respective performance against their annual objectives, and the Compensation and Human Capital Committee’s assessment of their leadership in fiscal year 2023. Based on all of these inputs, the Compensation and Human Capital Committee prepares a recommendation to the full Board on the CEO and President’s individual performance. The full Board then considers the Compensation and Human Capital Committee’s recommendation and approves the final individual performance payout percentage for the CEO and President. These objectives are not stated in quantitative terms, and a particular weighting is not assigned to any one of these individual goals. The objectives are not established in terms of how difficult or easy they are to attain; rather, they are used in assessing the overall quality of the individual’s achievement of each objective. For fiscal year 2023, these objectives focused on three key strategies: (1) brand led; (2) direct-to-consumer (DTC) first; and (3) diversified portfolio. These strategies are supported by three “how to win” choices: (1) digital transformation; (2) operational excellence; and (3) financial discipline.

  60. AIP INDIVIDUAL PERFORMANCE MEASURES

    | 44 | LEVI STRAUSS & CO. |

  61. 2023 AIP Performance vs. Plan

    2023 AIP Performance vs. Plan

  62. 2023 AIP Performance vs. Plan

    | Performance Measure | Weight | Threshold | Target | Maximum | | Adjusted EBIT – 1st Half | 50% | | | | | Net Revenues – 1st Half | 35% | | | | | Cash Conversion Cycle – 1st Half | 15% | | | | | Performance Measure | Weight | Threshold | Target | Maximum | | Adjusted EBIT – 2nd Half | 50% | | | | | Net Revenues – 2nd Half | 35% | | | | | Cash Conversion Cycle – 2nd Half | 15% | | | |

  63. 2023 AIP Performance vs. Plan

    Adjusted EBIT, Net Revenues and Cash Conversion Cycle amounts are calculated using the foreign exchange rates used in our annual 2023 financial plan at the time the Compensation and Human Capital Committee set the targets.

  64. 2023 AIP Performance vs. Plan

    | 2024 PROXY STATEMENT | 45 |

  65. ACTUAL 2023 AIP AWARDS

    ACTUAL 2023 AIP AWARDS For fiscal year 2023, the company’s financial performance applicable to each NEO’s AIP goals did not meet expectations, and AIP payouts reflect the assessment of individual performance outcomes. The individual performance percentage assigned to each NEO below represents the assessment of the CEO, except for Mr. Bergh and Ms. Gass who were assessed by the Nominating Governance and Corporate Citizenship Committee, of performance against the objectives described above under “AIP individual performance measures.” The table below shows the inputs used for the calculation of the actual bonus for fiscal year 2023 for each eligible NEO.

  66. ACTUAL 2023 AIP AWARDS

    | NAME | BASE SALARY | AIP TARGET | ACTUAL PERCENTAGE ACHIEVED: TOTAL COMPANY | ACTUAL PERCENTAGE ACHIEVED: INDIVIDUAL PERFORMANCE | ACTUAL BONUS | | Charles (“Chip”) V. Bergh | $1,545,000 | 175% | 19% | 110% | $1,741,215 | | Harmit Singh | $1,000,000 | 100% | 19% | 90% | $544,000 | | Michelle Gass(1) | $1,475,000 | 175% | 19% | 110% | $1,502,046 | | Elizabeth O’Neill | $800,000 | 80% | 19% | 80% | $316,160 | | Tracy Layney | $625,000 | 70% | 19% | 100% | $259,875 |

  67. ACTUAL 2023 AIP AWARDS

    | (1) Ms. Gass joined the company in January 2023 and her actual bonus was calculated using prorated earnings based on time of service during the fiscal year. |

  68. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES The Compensation and Human Capital Committee believes a majority of an executive’s compensation should be linked to long-term shareholder value creation as an incentive for sustained, profitable growth. Therefore, our long-term incentive awards for our executives are in the form of equity awards, both performance and time-vested, and provide reward opportunities competitive with those offered by companies in the peer group for similar jobs. Consistent with the other elements of compensation, the Compensation and Human Capital Committee does not target specific percentiles for long-term incentive awards for our executives and uses a number of factors in establishing the long-term incentive award levels for each individual, including a review of each individual’s accumulated vested and unvested awards, the current and potential realizable value over time using stock appreciation assumptions, vesting schedules, comparison of individual awards between executives and in relation to other compensation elements, market data, shareholder dilution and accounting expense. Should we perform well against our long-term goals, the long-term equity incentive awards become a significant portion of the total compensation of each executive. For more information on the 2023 long-term equity grants, see the 2023 Grants of Plan-Based Awards table. Stock-based awards are made under our 2019 EIP, which enables the Compensation and Human Capital Committee to select from a variety of award types, including stock options, restricted stock, RSUs, and SARs.

  69. LONG-TERM INCENTIVES

    | 46 | LEVI STRAUSS & CO. |

  70. LTI TARGET LEVELS

    LTI TARGET LEVELS The LTI mix for executives in 2023 was 25% SARs, 25% RSUs, and 50% PRSUs. The Compensation and Human Capital Committee chose this mix of equity-based awards to align the interests of executives to our shareholders. SARs provide value to the executive only if the price of our stock increases. Value received by the executive in respect of RSUs is based on our stock price at the time they settle in shares, which incentivizes greater company performance and executive retention. As explained below, we believe PRSUs drive greater accountability for the achievement of the company’s strategic plan and create long-term value for shareholders. Because of this, PRSUs comprise the most significant portion of the 2023 LTI grant.

  71. LTI TARGET LEVELS

    | | Stock Appreciation Rights (SARs) | Restricted Stock Units (RSUs) | Performance- Based RSUs (PRSUs) | | LTI Equity Mix | | | | | | During fiscal year 2023, SARs accounted for 25% of each executive’s total fiscal year 2023 annual LTI grant value. | During fiscal year 2023, RSUs accounted for 25% of each executive’s total fiscal year 2023 annual LTI grant value. | During fiscal year 2023, PRSUs accounted for 50% of each executive’s total fiscal year 2023 annual grant value. | | Vesting Period | Typically granted annually with a four-year vesting period and a 10-year term. (See the table entitled “Outstanding Equity Awards at 2023 Fiscal Year-End” for details concerning the SARs vesting schedule, including any individual variations from the typical four-year vesting period.) | Typically granted annually with a four-year vesting period. (See the table entitled “Outstanding Equity Awards at 2023 Fiscal Year-End” for details concerning the RSUs’ vesting schedule.) | Typically granted annually with a three-year vesting period. (See the table entitled “Outstanding Equity Awards at 2023 Fiscal Year-End” for details concerning the PRSUs’ vesting schedule.) | | Performance measurements | SARs provide value to the executive only if the price of our stock increases | | If earned at target, 85% of the PRSUs would vest at the end of the three-year performance period based on relative TSR performance, 15% would vest at the end of the three-year performance period based on Average Return on Invested Capital (“ROIC”) with up to a 15% premium based on Diversity, Equity and Inclusion (DEI) performance. |

  72. LTI TARGET LEVELS

    | 2024 PROXY STATEMENT | 47 |

  73. PERFORMANCE-BASED RSUs

    PERFORMANCE-BASED RSUs We believe PRSUs drive greater accountability for the achievement of the strategic plan of the company and create long-term value for shareholders. During fiscal year 2023, PRSUs accounted for 50% of each executive’s total fiscal year 2023 annual grant value. The key features of the 2023 PRSUs are described below:

  74. PERFORMANCE-BASED RSUs

    | • | PRSUs give the executive the right (subject to Compensation and Human Capital Committee discretion to reduce but not increase awards beyond the maximum opportunity) to vest in a number of PRSUs based on achievement against performance goals over a three-year performance period. Actual shares that will vest, if any, will vary based on achievement of the performance goals at the end of the three years. The three-year performance period was designed to discourage short-term risk taking and reinforce the link between the interests of our shareholders and our executives over the long term. | | • | 85% of the number of PRSUs that vest at the end of three years is based on the company’s total shareholder return (“TSR”) over the three-year performance period covering fiscal year 2023 through fiscal year 2025 relative to the expanded peer group approved by the Compensation and Human Capital Committee in January 2023 as listed above under “Competitive Peer Group”. Using interpolation, TSR performance in the top, middle and bottom third of the peer group will yield a payout of 125% to 200%, 50% to 125%, and 0%, respectively (subject to the Compensation and Human Capital’s negative discretion, as noted above). | | • | 15% of the number of PRSUs that vest at the end of three years is based on the company’s three-year average annual return on invested capital (“ROIC”) over the annual performance periods covering fiscal year 2023 through fiscal year 2025. The potential payout range as a percentage of this portion of the target award is 0% to 200%. | | • | A premium of up to 15% of the target number of PRSUs that vest at the end of three years will be based on the attainment of the company’s Diversity, Equity & Inclusion (DEI) goals over the three-year performance period covering fiscal year 2023 through fiscal year 2025. The potential payout range as a percentage of this portion of the target award is 0% to 15%. The DEI goals include employee representation and engagement. Beginning with the 2024 awards, the use of DEI as a premium was eliminated. |

  75. PERFORMANCE-BASED RSUs

    The Board has the ability under the 2019 EIP to adjust the method of calculating the attainment of performance goals for a performance period.

  76. 2021 PERFORMANCE-BASED RSUS—ACHIEVEMENT OF PERFORMANCE OBJECTIVES

    2021 PERFORMANCE-BASED RSUS—ACHIEVEMENT OF PERFORMANCE OBJECTIVES As described in our Proxy Statement for fiscal year 2021, we granted performance-based RSUs during fiscal year 2021 that were based 100% on total shareholder return covering fiscal years 2021 through fiscal year 2023. The potential vesting range as a percentage of the target award was 0% to 200%. A premium of up to 15% of the target number of PRSUs that would vest at the end of the three years was based on the attainment of the company’s Diversity, Equity & Inclusion (DEI) goals met over the three-year performance period covering fiscal year 2021 through fiscal year 2023. At the beginning of the three-year period, the company established quantitative goals, the attainment of which would result in meaningful improvement over the three-year period, and were assessed objectively at the end of the performance period by the Committee. The potential vesting range as a percentage of this portion of the target award was 0% to 15%. The table below summarizes the goals at target for each of the two internal performance measures and our actual achievement.

  77. 2021 PERFORMANCE-BASED RSUS—ACHIEVEMENT OF PERFORMANCE OBJECTIVES

    | | 3-YEAR RELATIVE TSR PERFORMANCE | ACTUAL PERCENTAGE ACHIEVED FOR TSR COMPONENT | PAYOUT ACHIEVED FOR TSR COMPONENT | ACTUAL PERCENTAGE ACHIEVED FOR DEI COMPONENT | TOTAL FINAL PAYOUT | | Total Company | 38th Percentile | (12.0)% | 61.0% | 15.0% | 76.0% |

  78. 2021 PERFORMANCE-BASED RSUS—ACHIEVEMENT OF PERFORMANCE OBJECTIVES

    Based on internal performance and relative TSR achievement levels, the fiscal year 2021 performance-based RSUs (for which the three-year performance cycle has been completed) vested as follows:

  79. 2021 PERFORMANCE-BASED RSUS—ACHIEVEMENT OF PERFORMANCE OBJECTIVES

    | NAME | TARGET PERFORMANCE- BASED RSUS | ACTUAL PERCENTAGE ACHIEVED | VESTED PERFORMANCE- BASED RSUS | | Charles (“Chip”) V. Bergh | 210,772 | 76.0% | 160,186 | | Harmit Singh | 46,838 | 76.0% | 35,596 | | Elizabeth O’Neill | 23,419 | 76.0% | 17,798 | | Tracy Layney | 17,564 | 76.0% | 13,348 |

  80. 2021 PERFORMANCE-BASED RSUS—ACHIEVEMENT OF PERFORMANCE OBJECTIVES

    | 48 | LEVI STRAUSS & CO. |

  81. SPECIAL ONE-TIME RETENTION AWARD

    SPECIAL ONE-TIME RETENTION AWARD In January 2023, in connection with an increase in responsibility and retention considerations, the Compensation and Human Capital Committee approved a special one-time retention award to Harmit Singh. The special award consisted of RSUs and PRSUs, each with a grant date fair value of $2,500,000. These special awards were made under the 2019 EIP and vest after three years, with the vesting of the PRSUs contingent on the attainment of certain performance metrics related to relative total shareholder return using the same performance peer group as the annual PRSUs. The special awards are not subject to continued vesting upon retirement.

  82. LONG-TERM INCENTIVE GRANT PRACTICES

    LONG-TERM INCENTIVE GRANT PRACTICES We do not have any program, plan, or practice to time equity grants to take advantage of the release of material information. Consistent with past practice, during fiscal year 2023 equity awards were granted in January to executive officers at one of our regularly scheduled Compensation and Human Capital Committee meetings.

  83. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    SEVERANCE AND CHANGE IN CONTROL BENEFITS The terms of Mr. Bergh’s severance and change in control benefits were determined during the negotiation of his employment agreement in 2011 at the time he was hired. As part of this negotiation, the Compensation and Human Capital Committee determined that the benefits and structure of these benefits were within normal competitive practice, reasonable and appropriate for the circumstances, and necessary to attract Mr. Bergh to the company. Enhanced termination benefits in the case of a change in control of the company were included in his employment agreement for the same reasons and to help ensure retention of Mr. Bergh in the case of a potential or actual change in control.

  84. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    | 50 | LEVI STRAUSS & CO. |

  85. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    On January 28, 2020, the Board adopted and approved a Senior Executive Severance Plan (the “Severance Plan”), effective January 28, 2020, for eligible executives who are direct reports to, and including, our President and Chief Executive Officer. The Severance Plan was further amended effective January 1, 2023 and supersedes our prior severance plan for our executive leadership team. A summary of the Severance Plan is set forth in the section entitled “Potential Payments Upon Termination or Change In Control—Senior Executive Severance Plan.” Our severance arrangements are meant to provide a reasonable and competitive level of financial transitional support to executives who are terminated involuntarily without cause or voluntarily resign for good reason. Severance benefits are not payable upon a change in control if the executive is still employed by or offered a comparable position with the surviving entity. While compensation decisions affect potential payouts under these severance arrangements, these arrangements generally did not affect such decisions as these severance provisions are conditional and may never come into effect. More information about the specific severance benefits payable to our NEOs under our severance arrangements is set forth in the section titled “Potential Payments Upon Termination or Change In Control”.

  86. AWARDS GRANTED UNDER 2019 EQUITY INCENTIVE PLAN

    AWARDS GRANTED UNDER 2019 EQUITY INCENTIVE PLAN In the event of a Transaction, as defined in our 2019 EIP, our Board will have the discretion to determine the treatment of equity awards.

  87. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides compensation information for our fiscal year 2023 NEOs. The table also shows compensation information for fiscal years 2022 and 2021 for those current NEOs who also were NEOs during either of those years.

  88. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY | BONUS(3) | STOCK AWARDS(4) | OPTION AWARDS(5) | NON-EQUITY INCENTIVE PLAN COMPENSATION(6) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS(7) | ALL OTHER COMPENSATION(8) | TOTAL | | Charles (“Chip”) V. Bergh | | | | | | | | | | | President and Chief Executive Office | | | | | | | | | | | | 2023 | $1,544,231 | $— | $9,074,253 | $2,874,997 | $1,741,215 | $ — | $388,537 | $15,623,233 | | | 2022 | 1,466,346 | — | 8,112,399 | 2,687,493 | 3,095,750 | — | 505,430 | 15,867,418 | | | 2021 | 1,516,346 | — | 7,890,250 | 2,249,992 | 4,443,469 | — | 231,774 | 16,331,831 | | Harmit Singh | | | | | | | | | | | Executive Vice President and Chief Financial and Growth Officer | | | | | | | | | | | | 2023 | $992,000 | $— | $7,104,743 | $624,994 | $544,000 | $ — | $186,402 | $9,452,140 | | | 2022 | 917,558 | — | 1,886,571 | 625,000 | 1,113,600 | — | 220,630 | 4,763,359 | | | 2021 | 918,269 | — | 1,753,381 | 499,997 | 1,540,125 | — | 128,935 | 4,840,706 | | Michelle Gass(1) | | | | | | | | | | | President | | | | | | | | | | | | 2023 | $1,304,808 | $8,100,000 | $14,292,276 | $9,987,500 | $1,502,046 | $ — | $1,247,822 | $36,434,452 | | Elizabeth O’Neill | | | | | | | | | | | Executive Vice President and Chief Operations Officer | | | | | | | | | | | | 2023 | $795,000 | $— | $986,330 | $312,497 | $316,160 | $ — | $136,895 | $2,546,882 | | | 2022 | 740,462 | — | 830,092 | 275,000 | 672,700 | — | 159,821 | 2,678,075 | | | 2021 | 741,154 | — | 876,680 | 249,994 | 992,340 | — | 108,972 | 2,969,139 | | Tracy Layney(2) | | | | | | | | | | | Executive Vice President and Chief Human Resources Officer | | | | | | | | | | | | 2023 | $620,000 | $— | $867,968 | $274,994 | $259,875 | $ — | $111,125 | $2,133,962 |

  89. SUMMARY COMPENSATION TABLE

    | (1) Ms. Gass joined the company effective January 2, 2023. | | (2) Ms. Layney was not a NEO prior to fiscal year 2023. | | (3) The amount reflects a one-time sign-on bonus. | | (4) These amounts reflect the aggregate grant date fair value for RSU and PRSU awards. This column also includes the grant date fair value of the target number of PRSUs that may be earned for the three-year performance period beginning with fiscal year 2021. If maximum performance conditions are achieved over the entire three-year period, the grant date fair values for PRSUs granted in fiscal year 2023 would be $7,339,163 for Mr. Bergh, $4,842,155 for Mr. Singh, $4,818,303 for Ms. Gass, $797,733 for Ms. O’Neill and $702,003 for Ms. Layney. For a description of the assumptions used to determine the compensation cost of our awards, see the notes to our audited consolidated financial statements. | | (5) These amounts reflect the aggregate grant date fair value for awards of SARs granted to the recipient under our 2019 EIP, computed in accordance with Accounting Standards Codification 718 issued by the Financial Accounting Standards Board, or FASB ASC 718. These amounts reflect the grant date fair value, and do not represent the actual value that may be realized by the executives. For a description of the assumptions used to determine the compensation cost of our awards, see the notes to our audited consolidated financial statements. | | (6) The amounts in this column reflect the cash incentive amounts earned by the executives under our AIP. | | (7) No above-market or preferential interest rate options are available under our deferred compensation programs. See “Executive Retirement Plans—Non-Qualified Deferred Compensation” for additional information on deferred compensation earnings. |

  90. SUMMARY COMPENSATION TABLE

    | 52 | LEVI STRAUSS & CO. |

  91. SUMMARY COMPENSATION TABLE

    | (8) The amounts shown in the All Other Compensation column for fiscal year 2023 are detailed in the table below (see “—Compensation Discussion and Analysis” for more details on the items in the table below): |

  92. SUMMARY COMPENSATION TABLE

    | NAME | EXECUTIVE PERQUISITES(a) | 401(K) PLAN MATCH(b) | DEFERRED COMPENSATION MATCH(c) | RELOCATION(d) | CHARITABLE MATCH(e) | TOTAL | | Charles (“Chip”) V. Bergh | $22,924 | $23,864 | $329,249 | $— | $12,500 | $388,537 | | Harmit Singh | 22,857 | 22,500 | 141,045 | — | — | 186,402 | | Michelle Gass | 8,647 | 20,028 | 76,587 | 1,135,060 | 7,500 | 1,247,822 | | Elizabeth O’Neill | 21,703 | 23,864 | 91,327 | — | — | 136,895 | | Tracy Layney | 22,460 | 24,375 | 64,290 | — | — | 111,125 |

  93. SUMMARY COMPENSATION TABLE

    | (a) For Mr. Bergh, this amount reflects a payment for an allowance intended to cover legal, financial and/or other incidental business-related expenses, gym membership, executive physicals, imputed income for insurance, and parking. For Mr. Singh, Ms. Gass, Ms. O’Neill, and Ms. Layney, this amount includes an allowance intended to cover legal, financial and/or other incidental business-related expenses, parking, and imputed income for insurance. | | (b) These amounts reflect company matching contributions under our 401(k) Plan. | | (c) These amounts reflect company matching contributions under our Deferred Compensation Plan. | | (d) For Ms. Gass, this amount reflects payments in connection with her relocation including tax gross-ups. | | (e) These amounts reflect company matching under our Matching Gift Program, available to all employees. |

  94. SUMMARY COMPENSATION TABLE

    | 2024 PROXY STATEMENT | 53 |

  95. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides information on all plan-based awards granted to each of our NEOs during fiscal year 2023. The awards and the unvested portion of SARs identified below are also reported under “Outstanding Equity Awards at 2023 Fiscal Year-End.”

  96. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(4) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS(5) ($) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARD(6) ($) | | NAME | GRANT DATE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Charles (“Chip”) V. Bergh | | | | | | | | | | | | | | N/A | | $2,703,750 | $5,407,500 | | | | | | | | | | 1/27/2023 | | | | — | 323,215 | 694,912 | | | | $6,381,881 | | | 1/27/2023 | | | | | | | | 406,073 | $17.79 | 2,874,997 | | | 1/27/2023 | | | | | | | 161,607 | | | 2,692,373 | | Harmit Singh | | | | | | | | | | | | | | N/A | | 1,000,000 | 2,000,000 | | | | | | | | | | 1/27/2023 | | | | — | 210,792 | 453,203 | | | | 4,210,569 | | | 1/27/2023 | | | | | | | | 88,276 | 17.79 | 624,994 | | | 1/27/2023 | | | | | | | 175,660 | | | 2,894,174 | | Michelle Gass | | | | | | | | | | | | | | N/A | | 2,581,250 | 5,162,500 | | | | | | | | | | 1/27/2023 | | | | — | 212,197 | 456,224 | | | | 4,189,829 | | | 1/2/2023 | | | | | | | | 1,296,000 | 15.52 | 8,100,000 | | | 1/27/2023 | | | | | | | | 266,596 | 17.79 | 1,887,500 | | | 1/2/2023 | | | | | | | 521,907 | | | 8,334,855 | | | 1/27/2023 | | | | | | | 106,098 | | | 1,767,593 | | Elizabeth O’Neill | | | | | | | | | | | | | | N/A | | 640,000 | 1,280,000 | | | | | | | | | | 1/27/2023 | | | | — | 35,132 | 75,534 | | | | 693,681 | | | 1/27/2023 | | | | | | | | 44,138 | 17.79 | 312,497 | | | 1/27/2023 | | | | | | | 17,566 | | | 292,650 | | Tracy Layney | | | | | | | | | | | | | | N/A | | 437,500 | 875,000 | | | | | | | | | | 1/27/2023 | | | | — | 30,916 | 66,469 | | | | 610,437 | | | 1/27/2023 | | | | | | | | 38,841 | 17.79 | 274,994 | | | 1/27/2023 | | | | | | | 15,458 | | | 257,530 |

  97. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts shown in these columns reflect the estimated potential payment levels for the fiscal 2023 performance period under the AIP, further described under “—Compensation Discussion and Analysis.” The potential payouts were performance-based and, therefore, were completely at risk. The potential target and maximum payment amounts assume achievement of 100% and 200%, respectively, of the individual objectives of the AIP. Each executive received a bonus under the AIP, which is reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” | | (2) For each executive, the amounts shown in these columns reflect, in shares, the target and maximum amounts for PRSUs subject to a three-year performance period beginning in fiscal year 2023 that is further described under “—Compensation Discussion and Analysis.” The potential awards are performance-based and, therefore, completely at risk. | | (3) Reflects service-based RSUs granted in fiscal year 2023 under the 2019 EIP. Please see footnotes in the table entitled “Outstanding Equity Awards at 2023 Fiscal Year-End” for details concerning the RSUs’ vesting schedule. | | (4) Reflects service-based SARs granted in fiscal year 2023 under the 2019 EIP. Please see footnotes in the table entitled “Outstanding Equity Awards at 2023 Fiscal Year-End” for details concerning the SARs’ vesting schedule. | | (5) The exercise price is based on the market closing price on the grant date. | | (6) The value of a RSU, PRSU or SAR award is based on the fair value as of the grant date of such award determined in accordance with FASB ASC 718. Please refer to the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2023 for the relevant assumptions used to determine the valuation of our awards. The grant date fair value of the 2019 EIP Awards is based on the fair market value of our common stock as of the grant date established by our Board based on factors including the most recent valuation conducted by a third-party valuation firm less future expected dividends during the vesting period, multiplied by the target number of shares that may be earned. | | (7) Includes a special one-time special award to Mr. Singh that was made on January 27, 2023, which consisted of grants of $2,500,000 in RSUs and $2,500,000 in PRSUs under the 2019 EIP. These awards vest after three years, with the vesting of the PRSUs contingent on attaining certain performance metrics related to relative TSR. |

  98. 2023 GRANTS OF PLAN-BASED AWARDS

    | 54 | LEVI STRAUSS & CO. |

  99. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table shows all outstanding equity awards held by each of our NEOs as of November 26, 2023. The vesting schedule for each grant is shown following this table.

  100. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | SAR AWARDS | | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED SARs EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED SARs UNEXERCISABLE(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED SARs | SAR EXERCISE PRICE(2) | SAR EXPIRATION DATE | | Charles (“Chip”) V. Bergh | 1,007,430 | — | — | $6.90 | 2/1/2024 | | | 643,170 | — | — | 9,60 | 1/30/2025 | | | 403,900 | — | — | 14.88 | 1/29/2029 | | | 206,822 | 68,941(b) | — | 19.70 | 1/28/2030 | | | 113,866 | 113,866(c) | — | 21.35 | 1/26/2031 | | | 79,137 | 237,411(d) | — | 21.00 | 1/24/2032 | | | — | 406,073(e) | — | 17.79 | 1/26/2033 | | Harmit Singh | 108,980 | — | — | $6.90 | 2/1/2024 | | | 138,670 | — | — | 9.60 | 1/30/2025 | | | 89,440 | — | — | 14.88 | 1/29/2029 | | | 49,342 | 16,447(a) | — | 20.25 | 1/27/2030 | | | 25,304 | 25,303(c) | — | 21.35 | 1/26/2031 | | | 18,404 | 55,212(d) | — | 21.00 | 1/24/2032 | | | — | 88,276(e) | — | 17.79 | 1/26/2033 | | Michelle Gass | — | 1,296,000(f) | — | $15.52 | 1/1/2033 | | | — | 266,596(e) | — | 17.79 | 1/26/2033 | | Elizabeth O’Neill | 66,940 | — | — | $9.60 | 1/30/2025 | | | 55,900 | — | — | 14.88 | 1/29/2029 | | | 27,412 | 9,137(a) | — | 20.25 | 1/27/2030 | | | 12,652 | 12,651(c) | — | 21.35 | 1/26/2031 | | | 8,098 | 24,293(d) | — | 21.00 | 1/24/2032 | | | — | 44,138(e) | — | 17.79 | 1/26/2033 | | Tracy Layney | 21,008 | 10,504(a) | — | $13.00 | 4/15/2030 | | | 9,489 | 9,488(b) | — | 21.35 | 1/26/2031 | | | 7,362 | 22,084(d) | — | 21.00 | 1/24/2032 | | | — | 38,841(e) | — | 17.79 | 1/26/2033 |

  101. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) The following sets forth the vesting schedule for unvested outstanding SAR awards and generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled “Potential Payments Upon Termination or Change In Control.”: | | (a) SARs vested 25% on January 27, 2021 and then annually over the remaining three years. | | (b) SARs vested 25% on January 28, 2021 and then annually over the remaining three years. | | (c) SARs vest 25% on January 28, 2022 and then annually over the remaining three years. | | (d) SARs vest 25% on each of January 27, 2023, January 26, 2024, January 24, 2025, and January 30, 2026. | | (e) SARs vest 25% on each of January 26, 2024, January 24, 2025, January 30, 2026, and January 29, 2027. | | (f) SARs vest 50% on January 2, 2024 and then annually over the remaining two years. | | (2) The SAR exercise prices for awards granted prior to the IPO reflect the fair market value of our common stock as of the grant date as established by our Board based on factors including the most recent valuation conducted by a third-party valuation firm. The SAR exercise prices for awards granted after the IPO reflect the market closing price on the grant date. |

  102. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 2024 PROXY STATEMENT | 55 |

  103. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | | STOCK AWARDS | | | | | | NAME | YEAR | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(1) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(2) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)(4) | | Charles (“Chip”) V. Bergh | 2023 | 161,607(a) | $2,487,132 | | | | | 2022 | 95,982(d) | 1,477,163 | | | | | 2021 | 52,693(e) | 810,945 | | | | | 2020 | 22,922(g) | 352,770 | | | | | 2023 | | | 274,733(a) | $4,228,141 | | | 2023 | | | 48,482(a) | 746,138 | | | 2022 | | | 255,952(b) | 3,939,101 | | | 2021 | | | 210,772(c) | 3,243,781 | | Harmit Singh | 2023 | 140,528(c) | $2,162,726 | | | | | 2023 | 35,132(a) | 540,681 | | | | | 2022 | 22,321(d) | 343,520 | | | | | 2021 | 11,709(e) | 180,202 | | | | | 2021 | 5,555(f) | 85,491 | | | | | 2023 | | | 59,724(a) | 919,152 | | | 2023 | | | 10,540(a) | 162,211 | | | 2023 | | | 140,528(a) | 2,162,726 | | | 2022 | | | 59,523(b) | 916,059 | | | 2021 | | | 46,838(c) | 720,837 | | Michelle Gass | 2023 | 260,953(b) | 4,016,067 | | | | | 2023 | 106,098(a) | 1,632,848 | | | | | 2023 | | | 180,367(a) | 2,775,848 | | | 2023 | | | 31,830(a) | 489,864 | | Elizabeth O’Neill | 2023 | 17,566(a) | 270,341 | | | | | 2022 | 9,821(d) | 151,145 | | | | | 2021 | 5,854(e) | 90,093 | | | | | 2020 | 3,086(f) | 47,494 | | | | | 2023 | | | 29,862(a) | 459,576 | | | 2023 | | | 5,270(a) | 81,105 | | | 2022 | | | 26,190(b) | 403,064 | | | 2021 | | | 23,419(c) | 360,418 | | Tracy Layney | 2023 | 15,458(a) | 237,899 | | | | | 2022 | 8,928(d) | 137,402 | | | | | 2021 | 4,391(e) | 67,577 | | | | | 2020 | 2,884(f) | 44,385 | | | | | 2023 | | | 26,279(a) | 404,434 | | | 2023 | | | 4,637(a) | 71,363 | | | 2022 | | | 23,809(b) | 366,421 | | | 2021 | | | 17,564(c) | 270,310 |

  104. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | 56 | LEVI STRAUSS & CO. |

  105. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) RSUs vest ratably over a four-year period. The vesting schedule for unvested outstanding stock awards generally depends upon continued employment through the applicable vesting date. Other circumstances under which such awards will vest are described in the section entitled “Potential Payments Upon Termination or Change In Control.” | | (a) 2023 grant RSUs vest 25% on each of January 26, 2024, January 24, 2025, January 30, 2026, and January 29, 2027. | | (b) 2023 grant RSUs vests 50% on July 3, 2023 and then the remainder on January 2, 2024. | | (c) 2023 special RSU vests 100% on January 27, 2026. | | (d) 2022 grant RSUs vest 25% on each of January 27, 2023, January 26, 2024, January 24, 2025, and January 30, 2026. | | (e) 2021 grant RSUs vest 25% on each of January 28, 2022, January 27, 2023, January 26, 2024, and January 24, 2025. | | (f) 2020 grant RSUs vest 25% on January 27, 2021 and then the remainder annually over the remaining three years. | | (g) 2020 grant RSUs vest 25% on January 28, 2021 and then the remainder annually over the remaining three years. | | (2) Represents the number of stock awards multiplied by $15.39, the closing stock price as of November 24, 2023. | | (3) Represents the target number of shares that may be earned under PRSU award program (see “Compensation Discussion and Analysis” for more details) that vest at the end of a three-year performance period, subject to certification of performance results in the first quarter of fiscal 2025. | | (a) 2023 grant performance-based RSUs cliff vest on January 27, 2026. | | (b) 2022 grant performance-based RSUs cliff vest on January 25, 2025. | | (c) 2021 grant performance-based RSUs cliff vest on January 26, 2024. | | (4) Represents the number of stock awards multiplied by $15.39, the closing stock price as of November 24, 2023. |

  106. SAR EXERCISES AND STOCK VESTED

    SAR EXERCISES AND STOCK VESTED The following table shows all SARs exercised and the value realized upon exercise and all stock awards vested and the value realized upon vesting by each of our NEOs for fiscal year 2023, based on the difference between the share price of our common stock and the SAR exercise price on the date of exercise (in the case of SARs) or the share price of our common stock on the date of vesting (in the case of stock awards).

  107. SAR EXERCISES AND STOCK VESTED

    | | SAR AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING | | Charles (“Chip”) V. Bergh | 2,263,180 | $26,066,176 | 263,993 | $4,542,091 | | Harmit Singh | 749,390 | 7,731,690 | 62,503 | 1,076,037 | | Michelle Gass | — | — | 260,954 | 3,757,738 | | Elizabeth O’Neill | 63,293 | 512,673 | 34,004 | 584,989 | | Tracy Layney | — | — | 27,232 | 458,298 |

  108. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION Our Deferred Compensation Plan is a U.S. non-qualified, unfunded deferred tax effective savings plan provided to the NEOs, among other executives and the directors, as part of competitive compensation. Participants may elect to defer all or a portion of their base salary and AIP payment and may elect an in-service and/or retirement distribution. Executive officers who defer salary or bonus under this plan are credited with market-based returns depending upon the investment choices made by the executive applicable to each deferral. The investment options under the plan, which closely mirror the options provided under our qualified 401(k) plan, include a number of mutual funds with varying risk and return profiles. Participants may change their investment choices as frequently as they desire, consistent with our 401(k) plan. In addition, under our Deferred Compensation Plan, we provide a match up to 6% of eligible deferred compensation that cannot be provided under the qualified 401(k) plan due to IRS qualified plan compensation limits. The amounts in the table below reflect non-qualified contributions over the 401(k) limit by the executive officers and the resulting company match. The table below provides information on the non-qualified deferred compensation activity for each of our NEOs for fiscal year 2023.

  109. NON-QUALIFIED DEFERRED COMPENSATION

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR(1) | COMPANY CONTRIBUTIONS IN LAST FISCAL YEAR(2) | AGGREGATE EARNINGS/ (LOSSES) IN LAST FISCAL YEAR(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS | AGGREGATE BALANCE AT NOVEMBER 26, 2023(4) | | Charles (“Chip”) V. Bergh | $263,399 | $329,249 | $1,663,520 | $ — | $21,521,594 | | Harmit Singh | 164,897 | 141,045 | 212,687 | — | 3,041,918 | | Michelle Gass | 61,269 | 76,587 | 2,006 | — | 139,862 | | Elizabeth O’Neill | 73,062 | 91,327 | 97,570 | — | 1,190,781 | | Tracy Layney | 51,432 | 64,290 | 33,609 | — | 327,960 |

  110. NON-QUALIFIED DEFERRED COMPENSATION

    | (1) The executive contribution amounts were included in fiscal year 2023 compensation in the “Salary” and “Non-Equity Incentive Plan Compensation” columns of the “Summary Compensation Table,” as applicable. | | (2) Amounts reflect our Deferred Compensation Plan match contributions made by us and are reflected in the “All Other Compensation” column of the “Summary Compensation Table.” | | (3) None of the earnings/interest in this column are included in the “Summary Compensation Table” because they were not preferential or above market. | | (4) The following amounts were previously reported as compensation to the NEOs in the Summary Compensation Table for fiscal years prior to 2023: Mr. Bergh ($16,385,675), Mr. Singh ($2,108,121), and Ms. O’Neill ($467,682). |

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following sections include a description of the severance arrangements that were applicable as of November 26, 2023, the last day of our 2023 fiscal year.

  112. CHARLES (“CHIP”) V. BERGH

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | VOLUNTARY TERMINATION OR FOR CAUSE TERMINATION | RETIREMENT | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | DEATH OR DISABILITY | CHANGE IN CONTROL TERMINATION | | Compensation: | | | | | | | Severance(1) | $— | $— | $4,831,215 | $— | $14,487,465 | | Equity vesting(2) | — | 9,823,760 | 9,823,760 | 5,128,010 | 17,285,171 | | Benefits: | | | | | | | COBRA and life insurance(3) | — | — | 29,266 | — | 29,266 |

  113. HARMIT SINGH

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | VOLUNTARY TERMINATION OR FOR CAUSE TERMINATION | RETIREMENT | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | DEATH OR DISABILITY | CHANGE IN CONTROL TERMINATION | | Compensation: | | | | | | | Severance(1) | $— | $— | $2,044,000 | $— | $4,544,000 | | Equity vesting(2) | — | 2,246,109 | 2,246,109 | 3,312,621 | 8,193,605 | | Benefits: | | | | | | | COBRA and life insurance(3) | — | — | 23,104 | — | 23,104 |

  114. MICHELLE GASS

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | VOLUNTARY TERMINATION OR FOR CAUSE TERMINATION | RETIREMENT | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | DEATH OR DISABILITY | CHANGE IN CONTROL TERMINATION | | Compensation: | | | | | | | Severance(1) | $— | $— | $4,452,046 | $— | $13,670,796 | | Equity vesting(2) | — | — | 4,016,067 | 5,648,915 | 8,914,627 | | Benefits: | | | | | | | COBRA and life insurance(3) | — | — | 29,419 | — | 29,419 |

  115. ELIZABETH O’NEILL

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | VOLUNTARY TERMINATION OR FOR CAUSE TERMINATION | RETIREMENT | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | DEATH OR DISABILITY | CHANGE IN CONTROL TERMINATION | | Compensation: | | | | | | | Severance(1) | $— | $— | $1,516,160 | $— | $3,196,160 | | Equity vesting(2) | — | — | 867,350 | 559,073 | 1,863,237 | | Benefits: | | | | | | | COBRA and life insurance(3) | — | — | 22,972 | — | 22,972 |

  116. TRACY LAYNEY

    | EXECUTIVE BENEFITS AND PAYMENTS UPON TERMINATION | VOLUNTARY TERMINATION OR FOR CAUSE TERMINATION | RETIREMENT | TERMINATION WITHOUT CAUSE OR RESIGNATION FOR GOOD REASON | DEATH OR DISABILITY | CHANGE IN CONTROL TERMINATION | | Compensation: | | | | | | | Severance(1) | $— | $— | $1,197,375 | $— | $2,384,875 | | Equity vesting(2) | — | — | 743,146 | 512,367 | 1,624,895 | | Benefits: | | | | | | | COBRA and life insurance(3) | — | — | 29,346 | — | 29,346 |

  117. PAY VERSUS PERFORMANCE DISCLOSURE

    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 officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. The Compensation and Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  118. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(4) | | | | | YEAR (a) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) (b) | COMPENSATION ACTUALLY PAID TO PEO(1)(2)(3) ($) (c) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS(1) ($) (d) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(1)(2)(3) ($) (e) | TSR ($) (f) | PEER GROUP TSR ($) (g) | NET INCOME ($ MILLIONS) (h) | ADJUSTED EBIT(5) (i) | | 2023 | 15,623,233 | 10,937,841 | 12,641,859 | 11,084,803 | 85.76 | 52.63 | 249.60 | 554.80 | | 2022 | 15,867,418 | (5,530,077) | 3,661,501 | (417,726) | 86.99 | 67.28 | 569.10 | 713.00 | | 2021 | 16,331,831 | 33,799,905 | 4,553,330 | 6,965,116 | 143.37 | 113.04 | 553.54 | 712.90 |

  119. PAY VERSUS PERFORMANCE DISCLOSURE

    | (1) Charles (“Chip”) V. Bergh was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below. |

  120. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2021 | 2022 | 2023 | | Harmit Singh | Harmit Singh | Harmit Singh | | Elizabeth O’Neill | Elizabeth O’Neill | Elizabeth O’Neill | | Seth Ellison | Seth Ellison | Michelle Gass | | Jennifer Sey | Seth Jaffe | Tracy Layney |

  121. PAY VERSUS PERFORMANCE DISCLOSURE

    | (2) 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. | | (3) 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. |

  122. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | SUMMARY COMPENSATION TABLE TOTAL MR. BERGH ($) | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS FOR MR. BERGH ($) | INCLUSION OF EQUITY VALUES FOR MR. BERGH ($) | COMPENSATION ACTUALLY PAID TO MR. BERGH ($) | | 2023 | 15,623,233 | (11,949,250) | 7,263,858 | 10,937,841 | | 2022 | 15,867,418 | (10,799,892) | (10,597,603) | (5,530,077) | | 2021 | 16,331,831 | (10,140,242) | 27,608,316 | 33,799,905 |

  123. PAY VERSUS PERFORMANCE DISCLOSURE

    | 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 ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($) | | 2023 | 12,641,859 | (8,612,826) | 7,055,770 | 11,084,803 | | 2022 | 3,661,501 | (1,707,875) | (2,371,352) | (417,726) | | 2021 | 4,553,330 | (1,633,689) | 4,045,475 | 6,965,116 |

  124. PAY VERSUS PERFORMANCE DISCLOSURE

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

  125. PAY VERSUS PERFORMANCE DISCLOSURE

    | 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 ($) | TOTAL - INCLUSION OF EQUITY VALUES FOR MR. BERGH ($) | | 2023 | 8,810,937 | (2,083,319) | 536,240 | 7,263,858 | | 2022 | 7,226,837 | (13,434,058) | (4,390,382) | (10,597,603) | | 2021 | 12,996,411 | 13,445,458 | 1,166,447 | 27,608,316 |

  126. PAY VERSUS PERFORMANCE DISCLOSURE

    | 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 VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR 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 ($) | | 2023 | 6,286,038 | (222,757) | 939,435 | 53,054 | 7,055,770 | | 2022 | 605,030 | (2,269,579) | 0 | (706,803) | (2,371,352) | | 2021 | 1,732,840 | 2,123,938 | 0 | 188,697 | 4,045,475 |

  127. PAY VERSUS PERFORMANCE DISCLOSURE

    | (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 November 26, 2023. 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 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  128. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY TSR

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND COMPANY TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the company’s cumulative TSR over the three most recently completed fiscal years compared to that of the S&P 500 Apparel, Accessories and Luxury Goods Index over the same period.

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

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

  130. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the three most recently completed fiscal years. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

  131. RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND ADJUSTED EBIT

    RELATIONSHIP BETWEEN PEO AND NON-PEO NEO COMPENSATION ACTUALLY PAID AND ADJUSTED EBIT The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBIT during the three most recently completed fiscal years. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBIT