LEVI STRAUSS & CO appointed Mr. Bergh as new CEO

ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 


On December 7, 2023, Levi Strauss & Co. (the "Company") announced that Charles ("Chip") Bergh has decided to retire from the Company as of April 26, 2024 (the "retirement date"). In anticipation of Mr. Bergh's retirement, the Company's Board of Directors (the "Board") has elected Michelle Gass, currently the Company's President, to succeed Mr. Bergh as President and Chief Executive Officer ("CEO") effective January 29, 2024 (the "effective date") consistent with the CEO succession plan announced on November 8, 2022. The Board has elected Mr. Bergh as Executive Vice Chair of the Board until the retirement date, and thereafter Mr. Bergh will transition to the role of Senior Advisor until the end of the Company's 2024 fiscal year (the "transition date"). The Board accepted Mr. Bergh's retirement and elected Ms. Gass as President and CEO, as of the effective date, on December 6, 2023.

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 in the amount of $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.

In connection with her promotion to CEO and President and beginning on the effective date, Ms. Gass will continue to receive her current base salary and target annual incentive compensation opportunity. 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' performance and future career potential and will be determined in a manner consistent with prior long-term incentive awards.

A description of Ms. Gass' age and business experience is available in the Company's annual proxy statement filed with the Securities and Exchange Commission on March 7, 2023, and is incorporated by reference herein. There are no arrangements or understandings between Ms. Gass and any other persons pursuant to which she was appointed to the Board or as the Company's CEO. There is no family relationship between Ms. Gass and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company. The Company has not entered into any transactions with Ms. Gass that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the "Exchange Act").