Elliott Rodgers
LEVI STRAUSS &About Elliott Rodgers
Elliott Rodgers (age 49) is an independent director of Levi Strauss & Co. (LEVI) since 2020, and currently serves on the Finance Committee and the Compensation and Human Capital Committee . He is Executive Vice President and Chief Operations Officer at Foot Locker, Inc., with prior leadership roles including Chief Information Officer and Chief Supply Chain Officer at Ulta Beauty, Chief People Officer at project44, and operational roles at Target, Citibank, and the U.S. Army . Education: B.S. from the United States Military Academy at West Point and MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foot Locker, Inc. | EVP & Chief Operations Officer | Dec 2022–present | Oversees supply chain, IT, procurement |
| project44 | Chief People Officer | Oct 2021–Dec 2022 | Culture/talent leadership |
| Ulta Beauty | Chief Information Officer; Chief Supply Chain Officer; VP Supply Chain Strategy | 2013–2021 | Led supply chain transformation; CIO award recognition |
| Target | Operational leadership | Prior to 2013 | Retail operations |
| Citibank | Operational leadership | Prior to 2013 | Financial services operations |
| United States Army | Officer (logistics) | Prior to private sector | Led logistics support missions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| After School Matters (Chicago) | Board member | Not disclosed | Non-profit youth programs |
No other public company directorships are disclosed in LEVI’s proxy .
Board Governance
- Current committee assignments: Finance Committee member; Compensation and Human Capital Committee member .
- Independence: Board determined all directors except the CEO are independent; Rodgers is independent .
- Attendance: Board met six times in FY2024; each director attended at least 75% of Board/committee meetings; all then‑serving directors attended the 2024 annual meeting .
- Board leadership: Independent Chair (Robert A. Eckert) .
- Executive sessions: Non-management directors hold executive sessions at every Board meeting .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Equity award (RSUs) | $164,838 | Annual RSU grant fair value; RSUs vest after ~1 year |
| All other compensation | $6,917 | Dividend equivalent RSUs grant-date fair value |
| Total FY2024 director pay | $271,755 | Sum of cash, stock awards, other |
Program features:
- Committee chair retainers: Audit $25k; Compensation $20k; Finance $15k; NGCCC $15k (Rodgers is not a chair) .
- Directors may defer compensation through LEVI’s Deferred Compensation Plan; Rodgers participated in FY2024 .
- Stock ownership guideline: 5× annual retainer ($500,000) within five years; all current directors in compliance as of Dec 1, 2024 .
Performance Compensation
No performance-based compensation metrics are disclosed for non-employee directors (equity is time-vested RSUs; no PSUs/TSR-based awards for directors) .
Other Directorships & Interlocks
- Current officer role at Foot Locker, Inc. (COO) . Potential channel overlap exists given LEVI’s wholesale exposure to athletic retailers, but LEVI reports no related-party transactions >$120,000 in FY2024 other than Haas family registration rights; oversight via formal related-party policy .
- No other public company board service for Rodgers disclosed in LEVI proxy .
Expertise & Qualifications
- Deep operational, supply chain/logistics, omnichannel, and technology leadership (CIO/CSCO at Ulta; COO at Foot Locker) .
- Human resources and culture leadership (CPO at project44) .
- Military logistics experience; ability to manage complex operations .
- Skills matrix alignment: Supply Chain/Logistics; Digital/Technology; Omnichannel; Human Resources .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) as of Feb 1, 2025 | 25,204 shares | <1% of Class A; voting power aggregations shown at group level |
| Aggregate outstanding RSUs (vested/deferred + unvested) as of Dec 1, 2024 | 12,659 units | Director RSU inventory |
Policies and alignment:
- Insider Trading Policy prohibits hedging, pledging, short sales, or margin accounts for directors/executives .
- Director ownership guideline compliance affirmed for all directors .
Insider Trades (Form 4 snapshots)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-05 | 2025-11-04 | Award (A) | 120 | $0.00 | 50,916 | https://www.sec.gov/Archives/edgar/data/94845/000199937125017002/0001999371-25-017002-index.htm |
| 2025-11-05 | 2025-11-03 | Disposition (A) | 238 | $19.85 | 50,796 | https://www.sec.gov/Archives/edgar/data/94845/000199937125017002/0001999371-25-017002-index.htm |
Source: Insider-trades skill (Form 4). Values reflect the tool’s parsed transaction records showing transaction type, price, and securities owned after transaction .
Governance Assessment
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Strengths:
- Independent director with relevant supply chain and technology expertise critical to LEVI’s DTC-first transformation and operational excellence .
- Active roles on Finance and Compensation committees bolster oversight of capital allocation and executive pay/human capital, with independent committee structures and use of an independent compensation consultant (Semler Brossy) .
- Strong attendance and adherence to ownership/insider policies; independent Board Chair; regular executive sessions support robust governance .
-
Watchpoints:
- External officer role at Foot Locker introduces potential perceived channel interlocks; LEVI discloses no related-party transactions in FY2024 and maintains a formal related-party review/approval process .
- Director equity is time-vested RSUs without performance conditions; while standard for directors, performance-linked equity could strengthen pay-for-performance optics (not customary for boards) .
No RED FLAGS identified in disclosures: no hedging/pledging, no related-party transactions, no low attendance, and standard director pay practices with guideline compliance .