Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2026, Levi
Strauss & Co. (the “Company”) announced the appointment of John Vandemore as the Company’s Executive Vice President,
Chief Financial Officer, effective November 1, 2026 (the “Effective Date”).
Mr. Vandemore, 53, most recently
served as Chief Financial Officer of Skechers U.S.A., Inc., a global casual footwear company, beginning in November 2017. Previously,
he served as Executive Vice President, Divisional Chief Financial Officer of Mattel, a global toy and entertainment company, from September
2015 until October 2017. Prior to that, he served in various roles at International Game Technology, The Walt Disney Company, AlixPartners,
Goldman Sachs and PricewaterhouseCoopers. Mr. Vandemore is a member of the board of directors of Inspired Entertainment, Inc. Mr. Vandemore
earned a Bachelor of Business Administration degree with a major in Accountancy from the University of Notre Dame and a Master of Business
Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University.
Mr. Vandemore’s employment
is expected to commence on the Effective Date and may be terminated at-will by either party, with or without notice. Mr. Vandemore will
receive a base salary of $1,350,000 per year, participate in the Company’s Annual Incentive Plan with an initial target bonus of
110% of his base salary, and will be eligible to participate in the benefit and perquisite programs (including relocation policy) available
to Company executives. He will be eligible to receive annual equity grants beginning in 2027, which grants are expected to have an aggregate
target grant date fair value of $4,250,000 and consist of (a) restricted stock units (“RSUs”) subject to four-year ratable
vesting with a value of $1,062,500, (b) performance-based RSUs subject to successful achievement of Company three-year overlapping performance
goals following approval by the Board of Directors of the Company of results against the goals with a target value of $2,125,000 and (c)
stock appreciation rights (“SARs”) subject to a four-year ratable vesting with a value of $1,062,500. Mr. Vandemore will also
receive a one-time sign-on award (the “Sign-On Award”) designed to replace the cash incentive and equity awards that Mr. Vandemore
forfeited from his prior employer, comprised of (a) a cash incentive of $4,000,000 that pays 50% on the Effective Date and 50% on the
six-month anniversary of the Effective Date (the “Sign-On Cash Incentive”), (b) a RSU grant with a value of $5,500,000 that
vests 50% on the first anniversary of grant and 25% on each of the second and third anniversaries of grant (the “Sign-On RSU Award”),
and (c) a SAR grant with a value of $5,500,000 that vests 50% on the first anniversary of grant and 25% on each of the second and third
anniversaries of grant (the “Sign-On SAR Award,” and together with the Sign-On RSU Award, the “Sign-On Equity Award”).
Vesting and payment of the Sign-On Award is subject to his continued employment, and to an obligation to repay or return all or part of
the Sign-On Cash Incentive in certain circumstances including certain separations from service. In the event that Mr. Vandemore experiences
a termination of employment without cause, the Sign-On Cash Incentive will vest and be paid in full, and in the event Mr. Vandemore experiences
a termination of employment that would entitle him to severance under the Senior Executive Severance Plan, the Sign-On Equity Award will
continue to vest as if he had remained employed through the final vesting date. Any equity grants will be granted under the Company’s
2019 Equity Incentive Plan (the “2019 Plan”) and subject to the terms of the 2019 Plan, the applicable award agreements and
the Company’s Senior Executive Severance Plan. Mr. Vandemore will be generally entitled to receive the benefits provided by the
Company’s Senior Executive Severance Plan.
The foregoing summary does
not purport to be complete and is qualified in its entirety by reference to Mr. Vandemore’s offer letter and the award agreements
applicable to Mr. Vandemore’s Sign-On Award, copies of which will be filed with the Company’s Annual Report on Form 10-K for
the year ending November 29, 2026, and the 2019 Plan, current forms of award agreements and the Senior Executive Severance Plan, which
have previously been filed as exhibits to the Company’s filings with the Securities and Exchange Commission.
There are no arrangements
or understandings between Mr. Vandemore and any other persons pursuant to which he was appointed as the Company’s Executive Vice
President and Chief Financial Officer. There is no family relationship between Mr. Vandemore 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 Mr. Vandemore 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”).
Item 7.01 Regulation
FD Disclosure
The Company issued the release
attached hereto as Exhibit 99.1 with respect to the matters set forth in Item 5.02 above. The information in Item 7.01 of this Current
Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange
Act, or otherwise subject to the liabilities of that section, and shall not be deemed
incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise
expressly stated in such filing.