David Jedrzejek
LEVI STRAUSS &About David Jedrzejek
David Jedrzejek, 57, is Senior Vice President and General Counsel of Levi Strauss & Co., serving since June 2023. He leads global legal, ethics and compliance, enterprise resilience and governance, and advises the Board and executive team; he previously served as Deputy General Counsel (Feb–Jun 2023), Chief Counsel, Commercial (2021–Feb 2023), and Chief Counsel, Finance, Governance & Compliance (2015–2021), with prior roles at Gap Inc. and the law firms Wilson Sonsini and Pillsbury Winthrop Shaw Pittman . Levi’s 2024 annual bonus (AIP) for executives was funded on Company financial performance (Adjusted EBIT, Net Revenues, Cash Conversion Cycle) and individual performance, with Company achievement at 124% for FY2024; Jedrzejek’s individual assessment was 125% (actual bonus $500,106) . Long-term incentives emphasize TSR vs. an apparel peer set (85% weight) and 3-year average ROIC (15%), with 0–200% payout range; the FY2022–FY2024 PRSU cycle paid at 71% (relative TSR 38th percentile), vesting 5,916 PRSUs for Jedrzejek .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Levi Strauss & Co. | SVP & General Counsel | Jun 2023–Present | Leads global legal, ethics/compliance, enterprise resilience, governance; advisor to Board and ELT |
| Levi Strauss & Co. | Deputy General Counsel | Feb 2023–Jun 2023 | Transition leadership of legal function |
| Levi Strauss & Co. | Chief Counsel, Commercial | 2021–Feb 2023 | Commercial legal oversight for global operations |
| Levi Strauss & Co. | Chief Counsel, Finance, Governance & Compliance | 2015–2021 | Corporate governance, finance and compliance leadership |
| Gap Inc. | Associate General Counsel | Prior to 2015 | Retail legal experience; public company governance |
| Wilson Sonsini; Pillsbury Winthrop | Attorney | Prior | Corporate/securities law foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Levi Strauss Foundation | Vice President & Director | Current | Philanthropy oversight; alignment with corporate citizenship |
Fixed Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Base Salary | $575,000 | As of Dec 1, 2024 |
| AIP Target (% of Salary) | 70% | Potential payout range 0–140% |
| Actual AIP Bonus Paid | $500,106 | Company 124% + Individual 125% inputs |
Performance Compensation
Annual Incentive Plan (FY2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBIT | Not disclosed | Internal plan target | Included in 124% Company achievement | Part of $500,106 bonus | Cash, paid post-year |
| Net Revenues | Not disclosed | Internal plan target | Included in 124% Company achievement | Part of $500,106 bonus | Cash, paid post-year |
| Cash Conversion Cycle | Not disclosed | Internal plan target | Included in 124% Company achievement | Part of $500,106 bonus | Cash, paid post-year |
| Individual Objectives | 25% of AIP | Role-specific goals | 125% (Jedrzejek) | Part of $500,106 bonus | Cash, paid post-year |
Long-Term Incentives (Grants/Structure)
| Award Type | Grant Date | Shares/Units | Terms | Grant Date Fair Value |
|---|---|---|---|---|
| PRSUs (FY2024–FY2026 cycle) | 1/29/2024 | Target 23,555; Max 47,110 | 85% TSR vs peer group; 15% 3-yr avg ROIC; 0–200% payout; 3-year cliff vest | $407,961 |
| RSUs (time-based) | 1/29/2024 | 11,777 | 25% per year over 4 years (standard) | $181,955 |
| SARs | 1/29/2024 | 28,625 @ $16.58 | Vests 25% on 1/24/2025, then annually x3 (footnote f) | $187,494 |
| Special RSU (Retention; Interim CHRO add’l duties) | 11/6/2024 | 55,648 | Vests in 4 equal annual installments | $872,561 (ASC 718 fair value) |
| — | — | — | Company disclosure also states $1,000,000 grant date fair value for this award | — |
Performance Outcomes (Prior Cycle)
| Cycle | Metric | Target/Payout | Actual Outcome | Vested Shares (David) |
|---|---|---|---|---|
| FY2022–FY2024 PRSUs | Relative TSR (100% TSR; D&I modifier used) | 0–200% | TSR 38th percentile; TSR payout 61%; D&I 10%; Total 71% | 5,916 of 8,333 target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Feb 1, 2025) | 31,160 Class A shares |
| SARs exercisable within 60 days | 2,182 shares acquirable |
| Outstanding SARs (12/1/2024) | 9,685 exercisable @ $20.25 exp 1/27/2030; 4,015 + 12,044 unexercisable @ $13.05 exp 5/31/2033; 28,625 unexercisable @ $16.58 exp 1/28/2034 |
| 2024 Unvested RSUs at grant | 11,777 (1/29/2024); 55,648 (11/6/2024 special) |
| Ownership Guidelines | Executives must meet guidelines within 5 years of hire/promotion; if non-compliant, restrict sales to ≤50% of shares from vesting/exercise (net of taxes/exercise); Company states all executives are in compliance |
| Hedging/Pledging | Prohibited for directors/executives; no margin or pledging LS&Co. stock |
| Clawback | NYSE-compliant policy (Oct 2023): recover erroneously-awarded incentive comp for 3 fiscal years after restatement, without misconduct requirement |
Employment Terms
| Scenario | Cash Severance | Equity Vesting | Benefits |
|---|---|---|---|
| Voluntary or For Cause | $0 | $0 | $0 |
| Retirement | $0 | $1,562,998 (time-based equity fully vests) | $0 |
| Termination Without Cause / Resignation for Good Reason | $1,362,606 (based on $575k salary and FY2024 actual AIP) | $955,699 (full vest of time-based awards held >12 months that would vest during 78 weeks post 12/1/2024) | $28,201 (COBRA subsidy + life insurance for 18 months) |
| Change in Control Termination | $2,455,106 (based on salary and target 2024 AIP) | $2,492,184 (assumes awards not assumed; PRSUs at target); if assumed and then terminated, vesting value would be $929,186 | $28,201 (COBRA + life insurance) |
Additional plan features:
- Senior Executive Severance Plan adopted Jan 28, 2020; amended Jan 1, 2023; severance benefits are not payable upon change in control if executive remains employed or offered a comparable position; Board has discretion on award treatment under the 2019 EIP in a transaction .
- Standard RSU vesting description: 25% annually over 4 years; PRSUs vest at end of 3-year performance period; awards may be settled in cash or stock .
Vesting Schedules (Equity Detail)
| Award | Vesting Mechanics | Specific Dates |
|---|---|---|
| SARs (1/26/2021 grant) | 25% on 1/28/2022, then annually over 3 years (footnote a) | Applicable to certain SAR cohorts |
| SARs (1/24/2022 grant) | 25% on 1/27/2023, then annually over 3 years (b) | Applicable to certain SAR cohorts |
| SARs (1/26/2023 grant) | 25% on 1/26/2024, then annually over 3 years (c) | Applicable to certain SAR cohorts |
| SARs (6/3/2024 tranche) | 25% on 6/3/2024, then annually over 3 years (e) | 4,015 + 12,044 unexercisable as of 12/1/2024 |
| SARs (1/28/2024 grant) | 25% on 1/24/2025, then annually over 3 years (f) | 28,625 unexercisable as of 12/1/2024 |
| RSUs (time-based) | Equal annual installments of 25% over 4 years | General plan description |
| Special RSUs (11/6/2024) | Four equal annual installments following grant | Retention award due to expanded responsibilities |
| PRSUs (FY2024–FY2026) | Vest at end of 3-year period subject to TSR/ROIC goals | Payout 0–200% based on outcomes |
Governance, Program Design, and Market Context
- Compensation philosophy: Majority of exec pay linked to long-term shareholder value creation; equity awards under 2019 EIP; peer benchmarking; independent consultant involvement; say-on-pay approval >99% in 2024 .
- Compensation and Human Capital Committee: Oversees executive comp; uses peer data; exercises discretion; (2024 proxy lists membership and consultant Semler Brossy) .
Investment Implications
- Alignment: Jedrzejek’s incentives are leveraged to TSR vs. peers (85%) and multi-year ROIC (15%), with strict clawback and anti-hedging/pledging—supporting pay-for-performance alignment and governance quality .
- Retention and near-term supply overhang: The November 6, 2024 special RSU grant vests annually over four years; combined with ongoing RSU/AIP cycles, this creates predictable vesting that can translate into periodic insider share settlements. Executives must maintain ownership guideline compliance and face sale restrictions if not compliant, mitigating forced selling pressure .
- Severance/CIC economics: Quantified cash severance and accelerated equity vesting under termination and change-in-control scenarios indicate a robust protection package; however, CIC appears effectively double-trigger for accelerated vesting when awards are assumed, moderating windfall risk .
- Skin-in-the-game: Beneficial ownership of 31,160 Class A shares plus SARs exercisable within 60 days (2,182) provides modest direct exposure relative to CEO/CFO holdings; incentives rely more on unvested equity and performance cycles than large outright stakes .
- Execution risk: As chief legal officer, performance linkages are primarily corporate-level (AIP and PRSU metrics); 2024 AIP outperformance (124% Company metric) and PRSU payout history (71% for FY2022–FY2024 cycle) reflect mixed TSR outcomes within peer set, an important consideration for LTIP realizability .