Bernard Bedon

About Bernard Bedon

Bernard Bedon is Levi Strauss & Co.’s Chief Human Resources Officer (CHRO), appointed effective March 3, 2025, reporting to the CEO. He brings nearly 30 years of HR experience and led complex global change initiatives at Nike, serving as lead HR business partner supporting more than 81,000 employees, with direct HRBP responsibility for Consumer & Marketplace, Global Sales, and the Jordan and Converse brands . Company performance context during the period preceding his appointment: LS&Co. delivered $6.4B net revenue in 2024 (+3% YoY), with significant YoY improvement in gross and adjusted EBIT margins and adjusted diluted EPS of $1.25; pay-versus-performance disclosures cite Adjusted EBIT of $649.9M and total shareholder return (TSR) index value of 100.01 for 2024 versus a peer group TSR of 51.39 .

Past Roles

Fixed Compensation

• Not disclosed for Bedon as of his March 2025 appointment; the 2025 proxy covers fiscal 2024 NEOs and does not include Bedon .

Performance Compensation

• LS&Co.’s executive Annual Incentive Plan (AIP) returned to a 75% company financial performance / 25% individual performance mix in FY2024; Bedon’s CHRO AIP structure is expected to follow these company practices going forward . The AIP uses three performance measures: Adjusted EBIT, Net Revenues, and Cash Conversion Cycle, with committee-set minimum/target/maximum goals; 2024 total company achievement was 124% .

• Long‑term incentives: Company practice is a mix of RSUs and PRSUs (and, for some execs, SARs). RSUs generally vest ratably 25% annually over four years; PRSUs cliff vest at the end of a three-year performance period, subject to certification of results .

Equity Ownership & Alignment

• Company practices include: aligning pay with shareholder interests; equity-based awards with performance goals; stock ownership guidelines; clawback policy; a prohibition on hedging and pledging; and no tax gross‑ups for golden parachute taxes .
• Bedon’s individual beneficial ownership, vested/unvested breakdown, option positions, and pledging status are not yet disclosed in the 2025 proxy (covering FY2024), and a Form 4 feed was not available; future filings should be monitored.

Employment Terms

• CHRO appointment: Effective March 3, 2025; reports to the CEO; joins executive leadership team .
• Severance plan: LS&Co.’s Senior Executive Severance Plan covers eligible executives who directly report to, and include, the CEO; the plan was adopted in 2020 and amended in 2023 and 2024 . Key terms include:
  • Qualified Termination (without Cause or for Good Reason): 78 weeks of base salary for non‑CEO NEOs; pro‑rated AIP (company performance at actual, individual at 100%); time-based RSUs/SARs held >12 months (6 months for awards granted after Jan 1, 2025) continue vesting through the severance period; outplacement benefits; subsidized COBRA/life insurance up to 18 months .
  • Change‑in‑Control Termination: Severance paid in lump sum; period increases to 104 weeks for non‑CEO NEOs; AIP target for the fiscal year is included; performance awards vest at target and time‑based awards fully vest if not assumed; subsidized COBRA/life insurance up to 18 months; retiree medical/life benefits subject to plan eligibility .
• Deferred Compensation Plan: Executives may defer salary/bonus; company offers a non‑qualified match and market‑based returns mirroring 401(k) options; investment choices are flexible .

Compensation Structure Analysis

• Emphasis on pay-for-performance: AIP metrics directly link cash payouts to Adjusted EBIT, Net Revenues, and Cash Conversion Cycle; 2024 results achieved 124% payout on the financial component, demonstrating strong alignment to operational outcomes .
• Long-term equity alignment: PRSUs with three‑year performance cycles and RSUs with four‑year ratable vesting promote retention and sustained value creation; vesting structures can create predictable sell‑to‑cover needs but hedging/pledging are prohibited, improving alignment .
• Governance and benchmarking: Compensation is set with peer data and independent consultant Semler Brossy; committee affirms no consultant conflicts . 2024 say‑on‑pay support exceeded 99%, indicating strong shareholder endorsement of compensation practices .

Investment Implications

• Retention and alignment: As a direct report to the CEO, Bedon is typically covered by the Senior Executive Severance Plan, mitigating near‑term retention risk and aligning incentives through continued vesting on separations without cause/good reason and performance vesting at target on CIC .
• Performance‑linked cash incentives: The AIP’s 50/35/15 weighting across Adjusted EBIT/Net Revenues/Cash Conversion Cycle and demonstrated 2024 over‑achievement underpin clear pay-for-performance mechanics likely to apply to the CHRO role going forward .
• Watch items: Individual ownership/vesting calendars are not yet disclosed for Bedon; monitor future 8-Ks and Form 4 filings for grant specifics, vesting schedules, and any sell‑to‑cover activity. Company prohibits hedging/pledging and maintains clawbacks and ownership guidelines, reducing governance red flags . Company fundamentals strengthened in 2024 (revenues +3%, adjusted EBIT up, EPS +14%), suggesting a favorable backdrop for incentive attainment into 2025 under the DTC-first strategy .