Levi Strauss : 2023 Annual Report Proxy Statement

Notice of Annual Meeting

of Shareholders

and Proxy Statement

April 24, 2024 (Wednesday) 10:30 a.m. (Pacific Time)

NOTE FROM OUR CHAIR

"As we begin this new chapter at LS&Co., we are confident we have the right leadership and strategies in place - coupled with the feedback and engagement of our shareholders - to further drive sustained profitable growth and continue to demonstrate the strength and resilience of our company and brands."

2023 was a pivotal year for Levi Strauss & Co. ("LS&Co."), as the company carried out a successful CEO succession plan that resulted in Michelle Gass, a proven and distinguished business leader, being named CEO of LS&Co. as of January 2024. We applaud Chip Bergh for an impressive 12+ year tenure as chief executive officer, and we're honored to have Michelle guide the company through this next chapter of growth.

LS&Co.'s strategic growth areas of being direct-to-consumer (DTC) first and brand-led and focusing on diversifying our portfolio are working. While the company and industry at large faced headwinds in wholesale and a volatile macroeconomic and geopolitical environment, LS&Co. delivered $6.2 billion in total net revenue for 2023, with global DTC up 13% for the full year. We also returned $199 million in capital to shareholders, primarily in dividends, which were up 9% from the previous year.

There was a lot to be proud of within our brand portfolio. The Levi's® brand continues to hold the top spot in the global denim marketplace and sits firmly in the center of culture, with new collaborations and partnerships strengthening connections with consumers and the next generation of shoppers. In May, we celebrated the 150th anniversary of the iconic Levi's® 501® jean and saw 501® sales grow 11% for the full year, with our total Levi's® brands revenue growing to $5.4 billion last year. In 2023, we continued to expand our brick-and-mortar presence across our portfolio and geographies, including Beyond Yoga®, which opened six stores and expanded outside of Southern California.

We have a lot to be excited about as we head into 2024. We welcomed veteran retailer and proven brand builder Nancy Green as the new CEO of Beyond Yoga® and last year added new faces to our executive leadership team, including Natalie MacLennan as the new CEO of Dockers®, Dawn Vitale as our chief merchant officer for the Levi's® brand, Kenny Mitchell as our new chief marketing officer for the Levi's® brand and Jason Gowans as LS&Co.'s first chief digital officer. At the Board level, Pat Pineda retired from distinguished service to LS&Co. in December 2023, and earlier this year, the Board welcomed Dave Marberger to its ranks.

As we begin this new chapter at LS&Co., we are confident we have the right leadership and strategies in place - coupled with the feedback and engagement of our shareholders - to further drive sustained profitable growth and continue to demonstrate the strength and resilience of our company and brands. And as we move forward, we will do so without losing sight of our deep-rooted values, because as LS&Co. has seen time and time again, not only is it the right thing to do, it's also good for business.

We look forward to delivering a strong, profitable year in 2024 - for both the company and all of you.

ROBERT A. ECKERT

Board Chair

We intend to mail the Proxy Availability Notice on or about March 14, 2024 to all shareholders of record entitled to vote at the annual meeting. We expect that this proxy statement and the other proxy materials will be available to shareholders on or about March 14, 2024.

2024 PROXY STATEMENT

3

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

	BOARD VOTE	FOR FURTHER
PROPOSALS	RECOMMENDATION	DETAILS

1.	Election of Class II Directors	"FOR" each director	Page 11
		nominee
2.	Advisory Vote on Executive	"FOR"	Page 34
	Compensation
3.	Ratification of Selection of	"FOR"	Page 70
	Independent Registered Public
	Accounting Firm
4.	Corporate Financial	"AGAINST"	Page 72
	Sustainability Report

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. 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.

DATE AND TIME

April 24, 2024 (Wednesday) 10:30 a.m. (Pacific Time)

LOCATION

www.virtualshareholdermeeting.com/

LEVI2024

WHO CAN VOTE

Shareholders as of February 29, 2024 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 23, 2024

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

1. virtualshareholdermeeting.com/LEVI2024. 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 24, 2024. Electronic entry to the meeting will begin at 10:15 a.m., Pacific Time.

To attend and vote during the annual meeting visit

www.virtual shareholdermeeting.com/LEVI2024 and enter the 16-digit control number included in your Proxy Availability Notice, 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/LEVI2024.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 24, 2024

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

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 23, 2024

MAIL

• Complete, sign, date and return the proxy card that may be delivered
• Your proxy card must be mailed by April 15, 2024

AT THE VIRTUAL MEETING

See "Attendance at the Meeting"

QR CODE

Scan this QR code to vote with your mobile device

4 LEVI STRAUSS & CO.

TABLE OF CONTENTS

NOTE FROM OUR CHAIR	3
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS	4
PROXY STATEMENT SUMMARY	7
CORPORATE GOVERNANCE	11
		ELECTION OF CLASS II DIRECTORS	11
PROPOSAL 1
BOARD COMPOSITION	11
Director Skills and Qualifications	19
Director Nomination Process	20
Shareholder Nominations	20
Director Independence	20
Family Relationships	20
Board Leadership	21
Board Selection Criteria	21
Committee Membership and Structure	22
Meetings of Our Board	25
BOARD RESPONSIBILITIES	25
Board's Role in Risk Management	26
Speaking Up	27
Worldwide Code of Business Conduct	27
Shareholder Engagement	27
Shareholder Communications with Our Board	27
Related Party Transaction Policy	28
NON-EMPLOYEE DIRECTOR COMPENSATION DURING	29
FISCAL YEAR 2023
Annual Cash Retainer	29
Equity Compensation	29
Compensation of Committee Chairs and Board Chair	29
Board Compensation Table	30
EXECUTIVE OFFICERS	32
EXECUTIVE COMPENSATION	34
	ADVISORY VOTE ON EXECUTIVE
PROPOSAL 2	34
COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS	35
	CEO Succession Planning	35
	Executive Summary	36
	Setting Compensation	39
	Elements of Compensation	42
	Other Pay Practices	49
	Compensation and Human Capital Committee Report	51
EXECUTIVE COMPENSATION TABLES	52
	Summary Compensation Table	52
	2023 Grants of Plan-Based Awards	54
	Outstanding Equity Awards at 2023 Fiscal Year-End	55
	Employment Agreements	57
	Executive Retirement Plans	59
	Pay-Ratio Information	60
	Potential Payments Upon Termination or Change in	60
	Control
	Equity Compensation Plan Information	69
	Delinquent Section 16(A) Reports	69
AUDIT MATTERS	70
		RATIFICATION OF SELECTION OF
	PROPOSAL 3	70
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SELECTION AND ENGAGEMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM PRINCIPAL	70
ACCOUNTANT FEES
PRE-APPROVAL POLICIES AND PROCEDURES	71
REPORT OF THE AUDIT COMMITTEE	71
SHAREHOLDER PROPOSALS	72
		CORPORATE FINANCIAL
	PROPOSAL 4	72
SUSTAINABILITY REPORT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	76
AND MANAGEMENT
QUESTIONS AND ANSWERS ABOUT THESE PROXY	78
MATERIALS AND VOTING
OTHER INFORMATION	84

2024 PROXY STATEMENT

5

PERFORMANCE HIGHLIGHTS

FY23 Net Revenue Share

Wholesale

DTC

43%

57%

Levi's

2%

6%

5%

87%

Dockers Signature/Denizen

Beyond Yoga

FY23 Total Units Sold

Footwear/

6%

Bottoms

Accessories

26%

Tops

68%

$6.2 billion

FY23 net revenue

~$199 million

FY23 capital return to shareholders in dividends and share buybacks

Leading with our Brand*

$5.4 billion

in Levi's® brand revenue

• the highest in several decades

Prioritizing our Direct to

Consumer Business*

43%

total global DTC business accounted for 43% of our total net revenue

Diversifying Across

Geographies, Categories,

Genders & Channels*

56%

international business accounted for 56% of our total net revenue

* We encourage you to review our Annual Report on Form 10-K for the year ended November 26, 2023.

6 LEVI STRAUSS & CO.

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 II DIRECTORS
The Board recommends a vote FOR each director nominee.
See page 11.

BOARD OF DIRECTORS

FORELECTION	DIRECTORS
NOMINEES	CLASS II

DIRECTORS	CLASS III DIRECTORS
CONTINUING
DIRECTORS
	CLASS I

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

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

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.

2024 PROXY STATEMENT

7

Proxy Statement Summary

BOARD SNAPSHOT(1)

Independence

2

11

11 Independent

2 Not independent

Tenure

2

5

4

2

2 <3 years

4 3-7 years

2 8-10 years 5 >10 years

Age

3

7

3

311<50 years

3 50-60 years 7 61-70 years

Female

4

9

4 Female

Diversity

2

11

2 Ethnically Diverse

SKILLS & EXPERIENCE

Consumer Brand and Marketing
Strategy Expertise	11/13

Corporate Citizenship/
Sustainability Expertise	7/13

Governance Expertise	7/13

Financial Expertise	11/13

Global Expertise	8/13

Omnichannel Expertise	7/13
Digital/Technology/Data Science/
Cybersecurity Expertise	6/13
Apparel Company Expertise	5/13
Supply Chain/Logistics Expertise	9/13
Human Resources Expertise	9/13

GOVERNANCE BEST PRACTICES

• Independent Board Chair
• Majority of independent directors
• Diverse Board
• Committee membership limited to independent directors
• Executive sessions of non-employee directors of Board and committees
• Director and officer stock ownership requirements
• No poison pill

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.

8 LEVI STRAUSS & CO.

PROPOSAL

Proxy Statement Summary

2	ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Board recommends a vote FOR this proposal.
See page 34.

FINANCIAL PERFORMANCE

Overall, 2023 was a solid year for Levi Strauss & Co. Despite headwinds in wholesale, persistent inflation and a turbulent macroeconomic and geopolitical environment, the company generated $6.2B in total net revenues - flat to fiscal year 2022 on both a reported and constant-currency basis.* Additionally, the company returned approximately $199 million in capital to shareholders, including dividends of $191 million, which were up 9% from the previous year.

KEY PERFORMANCE MEASURES

		Net Revenue		Adjusted EBIT
		(in millions)		(in millions)
FY 2022		$6,169				$713
FY 2023		$6,179			$555

3-Year Total

Shareholder Return

(15.9%)

(12.0%)

EXECUTIVE COMPENSATION HIGHLIGHTS

COMPENSATION SNAPSHOT

CEO 2023 COMPENSATION STRUCTURE

SHORT-TERM CASH: 27%

Base	Annual
Salary	Incentive
(Cash):10%	(Cash): 17%

Long-Term Incentive (Equity): 73%

AT-RISKPERFORMANCE-BASED PAY: 90%

AVERAGE NEO 2023 COMPENSATION STRUCTURE

SHORT-TERM CASH: 41%

Base	Annual
Salary	Incentive
(Cash): 19%	(Cash): 22%

Long-Term Incentive (Equity): 59%

AT-RISKPERFORMANCE-BASED PAY: 81%

* We encourage you to review our Annual Report on Form 10-K for the year ended November 26, 2023.

2024 PROXY STATEMENT

9

Proxy Statement Summary

COMPENSATION BEST PRACTICES

  PRACTICES WE 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

  PRACTICES WE DO NOT ENGAGE IN

1. Hedging shares X Pledging shares
   X Repricing stock options
   X Granting discount stock options X Providing excessive perquisites

1. Granting dividends or dividend equivalents on unearned performance shares/units

1. Gross-upsfor golden parachute taxes

PROPOSAL

PROPOSAL

3

4

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board recommends a vote FOR this proposal.

See page 70.

CORPORATE FINANCIAL SUSTAINABILITY REPORT

The Board recommends a vote AGAINST this proposal.

See page 72.

10 LEVI STRAUSS & CO.