DEF 14A 1 levi4001981-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Levi Strauss & Co.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Table of Contents

2022

Notice of Annual Meeting
of Shareholders and Proxy
Statement

April 20, 2022 (Wednesday)
10:30 a.m. (Pacific Time)

Table of Contents

WHO WE ARE

We believe that clothes — and how you make them — can make a difference. Since 1853, we’ve been obsessed with innovation to meet people’s needs. We invented the first blue jean. And we reinvented khaki pants. We pioneered labor and environmental guidelines for our manufacturing partners. And we work to build sustainability into everything we do.

A company doesn’t last 169 years by standing still. It endures by reinventing itself, striving to delight its consumers, winning in the marketplace, and by remaining true to its values.

THAT’S THE STORY OF

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NOTE FROM OUR CHAIR

		The past year saw significant growth at Levi Strauss & Co. (“LS&Co.”) on several fronts. Fiscal 2021 marked strong financial performance, the advancement of our environmental, social and governance (“ESG”) efforts, business diversification through the acquisition of Beyond Yoga, and the continued execution of our direct-to-consumer strategy. As a Board, we maintain a laser-like focus on the creation of long-term shareholder value. We are committed to supporting LS&Co.’s efforts to promote Profit through Principles and to maintain a workplace in which all employees feel welcomed and supported. In 2021, LS&Co. released its first stand-alone sustainability report informed by the Global Reporting Initiative (GRI) and Sustainable Accounting Standard Board (SASB) standards. In 2021, LS&Co. also launched “Buy Better, Wear Longer,” a global marketing campaign that urges customers to be more intentional about purchasing decisions, and introduced Levi’s Secondhand, a buy back and resale platform that extends our products’ useful lives. To further achieve our goals, we plan to continue fortifying each of our three main ESG pillars, to deliver meaningful progress while evolving our efforts to ensure our business becomes more sustainable, day by day: ● Climate - environmental impacts, including climate action, water stewardship and biodiversity ● Consumption - circular economy, sustainable fibers, use of safer chemicals and waste reduction ● Community - social and societal impacts, including diversity, equity and inclusion, employee support and development, supply chain transparency, standards and improvements, using our voice, and philanthropy and volunteering We are pleased that our efforts are being recognized by our recent inclusion on Fortune’s Change the World list for two initiatives: Levi’s^® “Buy Better, Wear Longer” campaign, and LS&Co.’s paid leave programs and advocacy for American workers. In addition, we were included, for the third year in a row, in Fortune’s annual list of the World’s Most Admired Companies – ranking second among apparel companies globally. Engaging with our shareholders and sharing direct feedback with the Board are invaluable practices. We are pleased with the positive support we’ve received from shareholders regarding progress we have made on our sustainability reporting and diversity and inclusion efforts. We look forward to continuing our dialogue with you, our shareholders, and incorporating your feedback into our discussions as we strive to grow LS&Co. in a responsible and inclusive way. Since our inception 169 years ago, we have been committed to being a different kind of company. We have created a resilient, enduring brand that resonates with millions of people around the world. We look forward to our future with confidence and optimism - to be a company promoting profits through principles, supporting our communities, advocating for what’s right and bettering our planet. Robert A. Eckert Board Chair

“As a Board, we maintain a laser-like focus on the creation of long-term shareholder value. We are committed to supporting LS&Co.’s efforts to promote Profit through Principles and to maintain a workplace in which all employees feel welcomed and supported.”


2022 PROXY STATEMENT	1

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PERFORMANCE HIGHLIGHTS

$5.8 billion FY21 net revenue ~$200 million FY21 capital return to shareholders in dividends and share buybacks	approx
	16,600 employees
	approx
	50,000 retail locations
	approx
	3,100	brand-dedicated stores & shop-in-shops

FY21 revenue share


2

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2025 SUSTAINABILITY GOALS AND
CURRENT PROGRESS




90% reduction of greenhouse gas (GHG) emissions in owned and operated (scope 1 and 2) facilities, against 2016 baseline	100% renewable electricity in owned and operated facilities	40% reduction of GHG emissions across supply chain (scope 3), against 2016 baseline



Progress through 2020: 57% reduction in Scope 1 and 2 emissions from 2016 baseline	Progress through 2020: 76% renewable electricity at our owned-and-operated facilities	Progress through 2020: 14% reduction in Scope 3 emissions from 2016 baseline



50% reduction of water use in manufacturing in areas of high water stress, against 2018 baseline	All key fabric and garment suppliers will meet their contextual Water<Less^® targets	“A-” score on the Carbon Disclosure Projects 2021 climate change survey



Progress through 2020: ~22% reduction in freshwater use in 2020 in high water-stressed locations	Progress through 2020: 67% of all LS&Co. products were made using Water<Less^®finishing techniques or in facilities that meet our water recycle and reuse guidelines

Key Sustainability Recognition

2022 PROXY STATEMENT

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DIVERSITY, EQUITY AND INCLUSION



TRANSPARENT DISCLOSURES In June 2020, we released our representation data for the first time and committed to annual updates. Although LS&Co. has long championed diversity, equity and inclusion, we believe that being transparent on the progress we are making in DE&I is important and it holds us accountable internally and externally.	FOUNDATIONAL CHANGES We took several concrete steps to attract, retain and grow diverse talent: ● Created and filled Chief Diversity, Equity & Inclusion Officer position in 2020 ● Committed to ensuring that half of interviewees for open positions are racially diverse ● Building out a global DE&I team with thought leaders located in key markets ● Expanding our leadership and development opportunities for racially diverse employees	PAY EQUITY We conduct independent pay equity audits every other year, with the goal of maintaining fair and equitable pay. Both the 2018 and 2020 studies found no systemic pay differences across gender and ethnicity.



EMPLOYEE RESOURCE GROUPS (ERG) ● Our 12 employee resource groups (ERGs) are designed to celebrate our differences, create safe spaces and build our collective cultural intelligence. ● All ERGs went virtual in 2020 and attracted more than 2,000 employees globally through a variety of educational and inspirational events.			INCLUSION AND ALLYSHIP Our diversity and allyship events feature leading speakers and learning opportunities that strengthen our understanding of the world around us.


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NOTICE OF 2022 ANNUAL MEETING
OF SHAREHOLDERS

PROPOSALS		BOARD VOTE RECOMMENDATION	FOR FURTHER DETAILS
1.	Election of Class III Directors	“FOR” each director nominee	Page 11
2.	Advisory Vote on Executive Compensation	“FOR”	Page 31
3.	Ratification of Selection of Independent Registered Public Accounting Firm	“FOR”	Page 57
4.	Slaughter Method Report	“AGAINST”	Page 59
5.	Workplace Non-Discrimination Audit	“AGAINST”	Page 60

Shareholders will also conduct any other business properly brought before the annual meeting or any adjournment or postponement thereof. A list of shareholders of record will be available for inspection by shareholders of record during normal business hours for 10 days prior to the annual meeting for any legally valid purpose at our corporate headquarters at 1155 Battery Street, San Francisco, CA 94111. The shareholder list will also be available during the annual meeting at www. virtualshareholdermeeting.com/LEVI2022.

Whether or not you expect to attend the annual meeting, you are urged to vote by proxy as promptly as possible to ensure your vote is counted. You may vote over the telephone, through the internet or by using the proxy card that you request as instructed in the Proxy Availability Notice. Even if you have voted by proxy, you may still vote at the annual meeting, as your proxy is revocable at your option. Note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the annual meeting, you must obtain a proxy issued in your name from that record holder. See the Proxy Availability Notice for more information.

By Order of the Board of Directors,

NANCI PRADO

Corporate Secretary

ATTENDANCE AT THE MEETING

A live webcast of the annual meeting will be available at www.virtualshareholdermeeting. com/LEVI2022. To access the webcast, go to this website and follow the instructions provided. The webcast will be recorded and available for replay at this website through May 20, 2022. Electronic entry to the meeting will begin at 10:15 a.m., Pacific Time.

To attend, vote and submit questions during the annual meeting visit www.virtual shareholdermeeting.com/LEVI2022 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card.

If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/LEVI2022.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 20, 2022

The notice of annual meeting, proxy statement and annual report to shareholders are available free of charge at www.proxyvote.com.

			DATE AND TIME
			April 20, 2022 (Wednesday) 10:30 a.m. (Pacific Time)

			LOCATION
			www.virtualshareholdermeeting.com/LEVI2022

			WHO CAN VOTE
			Shareholders as of February 25, 2022 are entitled to vote.


	HOW TO VOTE

			INTERNET
			● Visit www.proxyvote.com to vote online (you will need the voter control number from your proxy card or the Proxy Availability Notice) ● Your vote must be received by 8:59 p.m., Pacific Time, on April 19, 2022

			TELEPHONE
			● Call 1-800-690-6903 and follow the recorded instructions (you will need the voter control number from your proxy card) ● Your vote must be received by 8:59 p.m., Pacific Time, on April 19, 2022

			MAIL
			● Complete, sign, date and return the proxy card that may be delivered ● Your proxy card must be mailed by April 11, 2022

			AT THE VIRTUAL MEETING
			See “Attendance at the Meeting”

			QR CODE
			Scan this QR code to vote with your mobile device


2022 PROXY STATEMENT	5

Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

PROPOSAL
1

ELECTION OF CLASS III DIRECTORS
The Board recommends a vote FOR each director nominee.

See page 11

BOARD OF DIRECTORS

	AGE	DIRECTOR SINCE	COMMITTEE MEMBERSHIP
NAME AND PRINCIPAL OCCUPATION	AGE	DIRECTOR SINCE	AC	FC	CHCC	NGCCC
TROY M. ALSTEAD IND Founder and President, Table 47 and Ocean5	58	2012	C
CHARLES (“CHIP”) V. BERGH President and Chief Executive Officer, Levi Strauss & Co.	64	2011
ROBERT A. ECKERT IND Operating Partner, FFL Partners, LLC	67	2010				C
PATRICIA SALAS PINEDA IND Retired; Former Group Vice President, Hispanic Business Strategy, Toyota Motor North America, Inc.	70	1991
JILL BERAUD IND Retired; Former Chief Executive Officer, Ippolita	61	2013		C
SPENCER, C. FLEISCHER IND Chairman, FFL Partners, LLC	68	2013			C
CHRISTOPHER J. MCCORMICK IND Retired; Former President and Chief Executive Officer, L.L. Bean, Inc.	66	2016
ELLIOTT RODGERS IND Chief People Officer, project44	46	2020
DAVID A. FRIEDMAN IND Retired; Senior Principal, Emeritus Chief Executive Officer and Chair of the Board, Forell/Elsesser Engineers	68	2018
YAEL GARTEN IND Director, AI/ML Data Science and Engineering, Apple	43	2020
JENNY MING IND Retired; Former President and Chief Executive Officer, Charlotte Russe Inc.	66	2014
JOSHUA E. PRIME IND Partner, Idea Generation and Research, Indaba Capital Management, L.P.	44	2019

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


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PROXY STATEMENT SUMMARY

BOARD SNAPSHOT

INDEPENDENCE	TENURE	AGE	DIVERSITY

SKILLS & EXPERIENCE

GOVERNANCE BEST PRACTICES

	PRACTICES WE ENGAGE IN		PRACTICES WE DO NOT ENGAGE IN

Align pay with shareholder interests		Hedging shares
Performance goals align with long-term value		Pledging shares
Stock ownership guidelines		Repricing stock options or SARs
Clawback policy		Granting discount stock options or SARs
Independent compensation consultant		Excessive benefits
Annual review of compensation program and practices		Dividends or dividend equivalents on unearned performance shares/units Golden parachute tax gross-ups
Use of peer groups
No excessive risk
Annual say on pay vote


2022 PROXY STATEMENT	7

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PROXY STATEMENT SUMMARY

PROPOSAL
2

ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board recommends a vote FOR this proposal.

See page 31

FINANCIAL PERFORMANCE

The company achieved strong results, including multi-decade record revenues and profitability, delivering an adjusted Earnings Before Interest and Taxes (EBIT) margin for the full year 2021 of 12.4% despite heightened supply chain challenges and product costs. This was a testament to the strength of our brands and our ability to leverage our pricing power to more than offset inflationary pressures while also reinvesting in our growth.

KEY PERFORMANCE MEASURES

EXECUTIVE COMPENSATION HIGHLIGHTS

COMPENSATION SNAPSHOT


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PROXY STATEMENT SUMMARY

HIGH SAY ON PAY RESULTS

At the 2021 Annual Meeting, over

99%

of the votes cast were in favor of our advisory proposal

We held a shareholder advisory vote on executive compensation in 2021, commonly referred to as a “say-on-pay vote,” which resulted in shareholder approval by over 99% of the votes cast on the advisory proposal. We take the views of our shareholders seriously and view this vote result as an indication that the principles of our executive compensation program are strongly supported by our shareholders.

PROPOSAL
3

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board recommends a vote FOR this proposal.

See page 57

PROPOSAL
4

SLAUGHTER METHOD REPORT
The Board recommends a vote AGAINST this proposal.

See page 59

PROPOSAL
5

WORKPLACE NON-DISCRIMINATION AUDIT
The Board recommends a vote AGAINST this proposal.

See page 60


2022 PROXY STATEMENT	9

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TABLE OF CONTENTS

OUR BOARD CHAIR	1
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS	5
PROXY STATEMENT SUMMARY	6
CORPORATE GOVERNANCE	11
PROPOSAL 1 ELECTION OF CLASS III DIRECTORS	11
BOARD COMPOSITION	11
Board Leadership	12
Board Selection Criteria	12
Board of Directors	13
Director Skills and Qualifications	19
Director Nomination Process	20
Director Independence	20
Family Relationships	20
Committee Membership and Structure	20
Meetings of Our Board	23
BOARD RESPONSIBILITIES	24
Board’s Role in Risk Management	24
Speaking Up	25
Worldwide Code of Business Conduct	25
Shareholder Communications with Our Board	25
Related Party Transaction Policy	25
NON-EMPLOYEE DIRECTOR COMPENSATION DURING FISCAL YEAR 2021	26
Annual Cash Retainer	27
Equity Compensation	27
Compensation of Committee Chairs and Board Chair	27
Board Compensation Table	28
EXECUTIVE OFFICERS	29
EXECUTIVE COMPENSATION	31
PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION	31
COMPENSATION DISCUSSION & ANALYSIS	32
Executive Summary	32
Compensation Best Practices	35

2021 Say on Pay Results	35
Elements of Compensation	36
Other Pay Practices	42
Compensation and Human Capital Committee Report	44
EXECUTIVE COMPENSATION TABLES	45
Summary Compensation Table	45
2021 Grants of Plan-Based Awards	47
Outstanding Equity Awards at 2021 Fiscal Year-End	48
SAR Exercises and Stock Vested	50
Employment Agreements	50
Executive Retirement Plans	51
Pay-Ratio Information	52
Potential Payments Upon Termination, Change in Control or Corporate Transaction	53
Equity Compensation Plan Information	56
AUDIT MATTERS	57
PROPOSAL 3 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	57
SELECTION AND ENGAGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PRINCIPAL ACCOUNTANT FEES	57
PRE-APPROVAL POLICIES AND PROCEDURES	58
REPORT OF THE AUDIT COMMITTEE	58
PROPOSAL 4 SLAUGHTER METHOD REPORT	59
PROPOSAL 5 WORKPLACE NON-DISCRIMINATION AUDIT	60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	63
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	66
OTHER INFORMATION	72


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CORPORATE GOVERNANCE

PROPOSAL 1

ELECTION OF CLASS III DIRECTORS

Our Board of Directors currently has 12 members and is divided into three classes, with directors elected for overlapping three-year terms. There are four Class III directors whose term of office expires in fiscal year 2022: Troy M. Alstead, Charles (“Chip”) V. Bergh, Robert A. Eckert and Patricia Salas Pineda. Our Board of Directors has recommended that each of these directors be re-elected as Class III directors to serve until the 2025 annual meeting of shareholders and until their successors are duly elected and qualified or, if sooner, until their resignation or removal.

A biography of each nominee and a discussion of his or her specific experience, qualifications, attributes and 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 III director is set forth in this proxy statement under “Board of Directors—Nominees for Election as Class III Directors.”

Directors are elected by a plurality of the votes of the holders of shares present at the meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the four nominees receiving the most FOR votes will be elected as Class III directors. Shares represented by executed proxies will be voted, if authority to do so is not withheld, FOR the election of the four nominees recommended by our Board of Directors and named in this proxy statement. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each nominee has agreed to serve as a Class III director if elected. We have no reason to believe that any nominee will be unable to serve.

Our Board of Directors unanimously recommends a vote “FOR” all of the named nominees.

BOARD COMPOSITION

Our Board of Directors has 12 members. Our current Board of Directors is divided into three classes with directors elected for overlapping three-year terms:

●	The term for directors in Class III (Troy M. Alstead, Charles (“Chip”) V. Bergh, Robert A. Eckert, and Patricia Salas Pineda) will end at the 2022 annual meeting of shareholders.

●	The term for directors in Class I (Jill Beraud, Spencer C. Fleischer, Christopher J. McCormick, and Elliott Rodgers) will end at the 2023 annual meeting of shareholders.

●	The term for directors in Class II (David A. Friedman, Yael Garten, Jenny Ming and Joshua E. Prime) will end at the 2024 annual meeting of shareholders.

At each annual meeting of shareholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. We expect that additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

Our corporate governance guidelines provide that directors are expected to attend our annual meetings of shareholders. All of our directors attended the 2021 annual meeting of shareholders.


2022 PROXY STATEMENT	11

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CORPORATE GOVERNANCE

BOARD LEADERSHIP

The Board of Directors believes that it is in our best interests that the offices of CEO and Chair be held by separate individuals and, accordingly, our CEO and the Chair of our Board of Directors are currently separate individuals.

Our corporate governance guidelines are available under the “Governance” tab of our website at investors.levistrauss.com.

BOARD SELECTION CRITERIA

Our Board of Directors seeks members who are committed to the values of our company and are, by reason of their character, judgment, knowledge and experience, capable of contributing to the effective governance of our company. In reaching this determination, our Board of Directors considers each candidate’s relevant expertise, accomplishments in his or her field, the ability to exercise sound business judgment and a commitment to rigorously represent the long-term interests of our shareholders. Our Board of Directors also considers diversity (including with respect to race, gender, geography, sexual orientation and areas of expertise), age, skills and other factors that it deems appropriate to maintain a balance of knowledge, experience and capability. For an incumbent director whose term of office is set to expire, our Board of Directors reviews his or her overall service to the company during the completed term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair his or her independence. Our corporate governance guidelines provide that all directors are subject to a mandatory retirement age of 72, unless waived by our Board of Directors in its discretion.


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CORPORATE GOVERNANCE

BOARD OF DIRECTORS

NOMINEES FOR ELECTION AS CLASS III DIRECTORS

The following is a brief biography of each nominee for Class III 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 III director.

TROY M. ALSTEAD Founder and President, Table 47 and Ocean5

AGE: 58 DIRECTOR SINCE: 2012	COMMITTEES:	Audit Committee (Chair), Compensation and Human Capital Committee

CAREER HIGHLIGHTS:

●	Founder and President of Table 47 and Ocean5, a restaurant and social concept.

●	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., OYO Global and EarthLab.

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.

CHARLES (“CHIP”) V. BERGH President and Chief Executive Officer, Levi Strauss & Co.

AGE: 64 DIRECTOR SINCE: 2011	COMMITTEES:	None

CAREER HIGHLIGHTS:

●	President and Chief Executive Officer of Levi Strauss & Co.

●	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 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.



2022 PROXY STATEMENT	13

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CORPORATE GOVERNANCE

ROBERT A. ECKERT Operating Partner, FFL Partners, LLC

AGE: 67 DIRECTOR SINCE: 2010	COMMITTEES:	Nominating, Governance and Corporate Citizenship Committee (Chair), Compensation and Human Capital Committee

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 McDonald’s Corporation, Uber Technologies, Inc., Amgen, Inc., Eyemart Express Holdings, LLC and Quinn Group Inc.

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.

PATRICIA SALAS PINEDA Retired; Former Group Vice President, Hispanic Business Strategy, Toyota Motor North America, Inc.

AGE: 70 DIRECTOR SINCE: 1991	COMMITTEES:	Finance Committee, Nominating, Governance and Corporate Citizenship Committee

CAREER HIGHLIGHTS:

●	Retired in October 2016 as Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc., an affiliate of one of the world’s largest automotive firms, a position she held since May 2013.

●	Served Toyota Motor North America as Group Vice President of National Philanthropy and the Toyota USA Foundation from 2004 to 2013.

●	Served Toyota Motor North America as General Counsel and Group Vice President of Administration from 2006 to 2008 and as Group Vice President of Corporate Communications and General Counsel from 2004 to 2006.

●	Served as Vice President of Legal, Human Resources and Government Relations, and Corporate Secretary of New United Motor Manufacturing, Inc. with which she had been associated since 1984.

●	Currently a director of Frontier Group Holdings, Inc., Omnicom Group Inc., Chairwoman Emeritus and a board member of the Latino Corporate Directors Association and a member of the board of trustees of Earthjustice.

●	Served as a member of the advisory board of the Latinos and Society Program at The Aspen Institute from September 2013 to October 2018.

KEY QUALIFICATIONS:

Ms. Pineda was selected as a member of our Board of Directors to bring her expertise in government relations and regulatory oversight, corporate governance and human resources matters. Her long tenure on our Board of Directors also provides valuable historical perspective.


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CORPORATE GOVERNANCE

CONTINUING DIRECTORS

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

JILL BERAUD Retired; Chief Executive Officer, Ippolita

AGE: 61 DIRECTOR SINCE: 2013	COMMITTEES:	Finance Committee (Chair), Compensation and Human Capital Committee

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 serves on the Board of Governors for The World of Children non-profit organization.

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.

SPENCER C. FLEISCHER Chairman, FFL Partners, LLC

AGE: 68 DIRECTOR SINCE: 2013	COMMITTEES:	Compensation and Human Capital Committee (Chair), Finance Committee

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.

●	Director of American West Bank until October 2015 when it was acquired by Banner Corporation, and was thereafter a director of Banner Corporation until December 2016.

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.


2022 PROXY STATEMENT	15

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CORPORATE GOVERNANCE

DAVID A. FRIEDMAN Retired; Senior Principal, Emeritus Chief Executive Officer and Chair of the Board, Forell/Elsesser Engineers

AGE: 68 DIRECTOR SINCE: 2018	COMMITTEES:	Compensation and Human Capital Committee, Nominating, Governance and Corporate Citizenship Committee

CAREER HIGHLIGHTS:

●	Retired Senior Principal, Emeritus Chief Executive Officer and 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 Foundation, the San Francisco Planning and Urban Research Association, the University of California, Berkeley Foundation, the Jewish Home of San Francisco 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.

YAEL GARTEN Director, AI/ML Data Science and Engineering, Apple

AGE: 43 DIRECTOR SINCE: 2020	COMMITTEES:	Audit Committee, Nominating, Governance and Corporate Citizenship Committee

CAREER HIGHLIGHTS:

●	Director, AI/ML Data Science and Engineering, Apple, Inc. since August 2017.

●	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.

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.



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CHRISTOPHER J. MCCORMICK Retired. Former President and Chief Executive Officer, L.L. Bean, Inc

AGE: 66 DIRECTOR SINCE: 2016	COMMITTEES:	Audit Committee, Nominating, Governance and Corporate Citizenship Committee

CAREER HIGHLIGHTS:

●	Served as President and Chief Executive Officer of L.L. Bean, Inc. from 2001 until 2016.

●	Joined L.L. Bean in 1983, previously serving in a number of senior and executive level positions in advertising and marketing.

●	Senior Vice President and Chief Marketing Officer of L.L. Bean from 2000 to 2001.

●	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.

JENNY MING Retired; Former President and Chief Executive Officer, Charlotte Russe Inc.

AGE: 66 DIRECTOR SINCE: 2014	COMMITTEES:	Audit Committee, Nominating, Governance and Corporate Citizenship Committee

CAREER HIGHLIGHTS:

●	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 Poshmark, Inc., Affirm Holdings, Inc., Kendra Scott, LLC and Kaiser Hospital Health Plan.

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.



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JOSHUA E. PRIME Partner, Idea Generation and Research, Indaba Capital Management, L.P.

AGE: 44 DIRECTOR SINCE: 2019	COMMITTEES:	Audit Committee, Finance Committee

CAREER HIGHLIGHTS:

●	Partner, Idea Generation and Research, at Indaba Capital Management, L.P., where he has served since its founding in 2010.

●	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.

ELLIOTT RODGERS Chief People Officer, project44

AGE: 46 DIRECTOR SINCE: 2020	COMMITTEES:	Audit Committee, Finance Committee

CAREER HIGHLIGHTS:

●	Chief People Officer at project44, a supply chain visibility platform.

●	Previously was Chief Information 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.



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DIRECTOR SKILLS AND QUALIFICATIONS

The table below summarizes the key qualifications, skills and attributes that our Board has determined are most relevant to service on our Board. A mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a mark does not mean the director does not possess that qualification or skill. Our directors’ biographies describe each director’s background and relevant experience in more detail.

ALSTEAD

BERAUD

BERGH

ECKERT

FLEISCHER

FRIEDMAN

GARTEN

McCORMICK

MING

PINEDA

PRIME

RODGERS

Cited for Water Action Strategy, Screened Chemistry and Wellthread

Cited for corporate responsibility and environmental efforts

Awarded for our “Buy Better, Wear Longer” campaign and our support for paid family leave; third time on this list

Award for our Levi’s^® Wellthead x renewcell collaboration

SEC Form DEF 14A filed by Levi Strauss & Co