David Marberger
LEVI STRAUSS &About David Marberger
David Marberger (age 60) is Executive Vice President and Chief Financial Officer at Conagra Brands and joined Levi Strauss & Co.’s board in 2024; he serves as Audit Committee Chair and is a member of the Finance Committee . He is designated an “audit committee financial expert” by the board based on professional qualifications, and is classified as an independent director (all directors except the CEO are independent) . His background spans CFO roles at Prestige Brands, Godiva (seven years), and Tasty Baking, with earlier finance roles at Campbell Soup .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conagra Brands, Inc. | EVP & CFO | 2016–present | Financial leadership; investor relations; IT; M&A |
| Godiva Chocolatier | CFO | Seven years | Oversaw finance, accounting, audit, tax, IT; global strategic planning |
| Prestige Brands | CFO | Not disclosed | Finance leadership |
| Tasty Baking Company | CFO | Not disclosed | Finance leadership |
| Campbell Soup Company | Finance roles | Not disclosed | Progressive finance responsibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
| All other public company directorships or committee roles are not disclosed in LEVI’s 2025 proxy . |
Board Governance
- Committee assignments: Audit Committee Chair; Finance Committee member .
- Audit Committee meetings: 6 in FY2024; Finance Committee meetings: 5 in FY2024 .
- Audit Committee responsibilities include oversight of financial statements, internal control, auditor independence, IT/cyber/data governance risks; Marberger is an SEC-defined “audit committee financial expert” .
- Independence: Board determined all directors except the CEO are independent; committee membership limited to independent directors .
- Attendance: Board met six times; each director attended at least 75% of Board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Executive sessions: Non-management director executive sessions are scheduled for every Board meeting and presided over by the independent Chair .
Fixed Compensation
| Item | FY2024 Value | Notes |
|---|---|---|
| Annual cash retainer (standard) | $100,000 | Non-employee directors |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Finance $15,000; Nominating/Governance $15,000 | Paid in cash; chairs only |
| Board Chair additional retainer | $200,000 (50% cash; 50% RSUs) | Applies to Chair (not Marberger) |
| Marberger – Fees earned in cash | $97,778 | Joined in FY2024; pro-rated |
| Marberger – All other compensation (dividend equivalents) | $4,530 | Dividend equivalent RSUs |
Performance Compensation
| Item | FY2024 Value | Structure / Metrics |
|---|---|---|
| Annual equity award (RSUs) – standard | $155,000 | Granted under 2019 EIP; number of RSUs = $155,000 ÷ 20-day avg price; vests by next annual meeting/one-year |
| Board-approved increase (policy) | $175,000 in FY2025 | Policy change; future grants |
| Marberger – Stock awards (aggregate grant-date fair value) | $225,579 | Received pro-rated sign-on equity plus annual RSU award |
| Director performance metrics | None disclosed | Director RSUs are time-based; no performance metrics tied to director compensation |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Marberger in LEVI’s proxy .
- Compensation Committee interlocks: Company disclosed no interlocks or insider participation in FY2024 .
Expertise & Qualifications
- Deep financial leadership: CFO roles across consumer brands; experience in investor relations, IT, M&A; global strategic planning .
- Audit Committee financial expert designation under SEC rules .
- Skills aligned to LEVI’s board matrix: Financial expertise; governance; relevant consumer brand experience .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Total Voting Power | RSUs Outstanding |
|---|---|---|---|---|
| David Marberger | — | — | — | 10,668 |
- Director stock ownership guidelines: Target equity ownership of 5x annual retainer ($500,000) within five years; as of Dec 1, 2024, all current directors were in compliance with the guidelines .
- Hedging/pledging: Prohibited under insider trading policy (no hedging, pledging, short sales, or speculative derivatives) .
Governance Assessment
- Strengths: Independent audit chair with SEC “financial expert” status; active oversight across financial reporting, IT/cyber risks; consistent meeting cadence (Audit: 6; Finance: 5); robust independence framework and executive sessions .
- Alignment: Director equity retainer structure plus stock ownership guidelines (compliance as of Dec 1, 2024) support skin-in-the-game, with dividend equivalents accruing on RSUs .
- Compensation structure: Cash retainer and time-based RSUs—no performance-linked metrics for directors, limiting pay-for-performance signaling but standard for U.S. boards .
- Conflicts: No related-party transactions involving Marberger disclosed; registration rights pertain to Haas family shareholders, not Marberger .
- Attendance/engagement: Board-wide attendance above 75% and annual meeting participation indicate engagement; committee meeting frequencies suggest active oversight .
- Potential watchpoints: Beneficial ownership shows no Class A/B shares reported for Marberger (equity exposure via RSUs), which may rely on RSU-based alignment rather than outright share ownership; however, directors are disclosed as compliant with ownership guidelines as of Dec 1, 2024 .
Overall signal: Marberger’s audit chair role, financial expert designation, and independent status are positives for board effectiveness and investor confidence; absence of conflicts and clear committee oversight reduce governance risk .