Gianluca Flore
LEVI STRAUSS &About Gianluca Flore
Executive Vice President and Chief Commercial Officer at Levi Strauss & Co. (joined July 29, 2024); age 54; oversees Commercial, Licensing and Planning . Background includes senior commercial leadership at Burberry (Chief Commercial Officer, 2021–July 2024; President Americas & Global Retail Excellence, 2017–2021), CEO of Brioni at Kering (2014–2017), and senior roles at Bottega Veneta, Fendi, and La Perla; education: bachelor’s in Business Administration, LUISS Business School (Italy), post‑grad certificate in marketing (LUISS) and finance (London School of Economics) . Company performance context for his incentive framework: FY24 net revenue $6.4B (+3% YoY), gross margin 60.0%, adjusted EBIT margin 10.2%, adjusted diluted EPS $1.25 (+14% YoY), adjusted free cash flow $671M, $289M capital returned ; pay‑versus‑performance disclosure shows FY24 TSR index value 100.01 vs peer group 51.39 (base 11/29/2020=100) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Burberry Group | Chief Commercial Officer | 2021–Jul 2024 | Led global commercial operations across channels |
| Burberry Group | President, Americas & Global Head of Retail Excellence | 2017–2021 | Drove regional growth and retail excellence program |
| Kering Group (Brioni) | Chief Executive Officer | 2014–2017 | Led turnaround/growth of luxury menswear brand |
| Bottega Veneta SA | Worldwide Retail & Wholesale Director; CEO APAC; President Americas | n/d | Scaled retail/wholesale globally; APAC expansion |
| Fendi | President, North America | n/d | Regional leadership for North American business |
| La Perla | President, North America | n/d | Built brand presence and distribution in NA |
External Roles
No public company directorships or external board roles disclosed in the proxy biography .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $1,000,000 | As of Dec 1, 2024 |
| Target AIP (Bonus %) | 100% of base | Potential payout range 0–200% |
| Actual 2024 AIP Paid | $408,462 | Prorated for start date; Company performance 124%, individual 100% |
| One‑time Sign‑on Cash Bonus | $1,350,000 | Sign‑on bonus reported in SCT |
| Perquisites | $688 | Exec perqs (gym/insurance imputed income) |
| 401(k) Match | $23,077 | Company match |
| Deferred Comp Match | $2,885 | Company match |
| Relocation Assistance | $336,931 | Includes relocation per policy |
| Deferred Comp Activity | Exec contrib $2,308; Company contrib $2,885; Balance $5,192 | Non‑qualified deferred plan |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and FY24 Outcomes
| Metric | Weighting | FY24 Target | FY24 Actual/Payout Basis | Notes |
|---|---|---|---|---|
| Adjusted EBIT | 50% | $640–$650M | Company AIP payout: 124% (after adjustments) | Targets set with plan FX rates |
| Net Revenues | 35% | $6,282–$6,374M | Company AIP payout: 124% (after adjustments) | Targets set with plan FX rates |
| Cash Conversion Cycle | 15% | 113 days | Company AIP payout: 124% (after adjustments) | Targets set with plan FX rates |
| Individual Objectives | 25% of AIP design; payout determined by CEO assessment | n/a | Flore: 100% individual assessment | CEO assessed NEO objectives rigorously |
Long‑Term Incentives – Grants, Performance Metrics, and Vesting
| Award Type | Grant Date | Units | Grant‑Date Fair Value | Key Terms | Vesting Schedule |
|---|---|---|---|---|---|
| PRSUs (FY24 annual LTI) | 7/29/2024 | Target 60,646; Max 121,292 | $1,162,553 | 85% payout by 3‑yr relative TSR vs expanded retail peer set; 15% by 3‑yr avg ROIC; payout 0–200% subject to negative discretion | Cliff vest end of 3‑yr period (Jan 29, 2027) |
| RSUs (FY24 annual LTI) | 7/29/2024 | 30,323 | $525,194 | Time‑based | 25% on Jan 24, 2025; Jan 30, 2026; Jan 29, 2027; Jan 28, 2028 |
| SARs (FY24 annual LTI) | 7/29/2024 | 77,054 | $562,494 | Exercise price $18.31; expiration 7/28/2034 | 25% on Jan 24, 2025; then annually over 3 years |
| RSUs (Sign‑on) | 7/29/2024 | 107,816 | $1,893,249 | One‑time sign‑on RSU for EVP/CCO appointment; retention focus | 50% on Jul 29, 2025; remainder Jul 29, 2026 |
Summary Compensation Table – 2024 (single year, joined mid‑year)
| Component | 2024 Amount |
|---|---|
| Salary | $346,154 |
| Bonus (Sign‑on cash) | $1,350,000 |
| Stock Awards (RSUs/PRSUs) | $3,580,997 |
| Option Awards (SARs) | $562,494 |
| Non‑Equity Incentive (AIP) | $408,462 |
| All Other Compensation | $363,581 |
| Total | $6,611,688 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 6,199 Class A shares; plus 728 shares issuable upon SARs exercisable within 60 days of Feb 1, 2025 |
| Outstanding Awards at FY24‑end | RSUs: 107,816 (sign‑on) and 30,323 (FY24 grant); PRSUs (target): 51,549 and 9,097; SARs unexercisable: 77,054 at $18.31 (exp. 7/28/2034) |
| Ownership Guidelines | Executive stock ownership guidelines in place; compliance required within 5 years; all executives currently in compliance |
| Hedging/Pledging | Prohibited for directors, officers, and employees; no hedging or pledging allowed (insider trading policy) |
| Clawback | NYSE‑compliant clawback policy amended Oct 2023; mandatory recovery on restatements for 3 prior fiscal years; no recoveries required in FY24 |
Employment Terms
| Term | Provision |
|---|---|
| Employment Status | At‑will; EVP & CCO appointment effective July 29, 2024 |
| Severance Plan (Senior Executive Severance Plan) | 78 weeks of base salary for NEOs (other than CEO) on involuntary termination without cause/for good reason; pro‑rated AIP; continued vesting for time‑based awards held >12 months (6 months for awards after Jan 1, 2025); COBRA subsidy up to 18 months; enhanced benefits on CIC termination (104 weeks; lump sum including AIP target; performance awards vest at target; time‑based vest if not assumed) |
| Individual CIC/Termination Economics (as of Dec 1, 2024) | Termination without cause/good reason: Severance $1,908,462; COBRA/life insurance $38,853; equity vesting continuation per plan; Death/Disability: equity vest $2,411,907; Change‑in‑Control termination: Severance $4,408,462; equity vest $3,470,786; COBRA/life insurance $38,853 |
| Benefits/Perqs | Standard executive benefits; relocation support provided on appointment |
Compensation Structure Analysis
- Equity‑heavy mix with PRSUs at 50%, RSUs 25%, SARs 25% ties pay to TSR and ROIC outcomes; PRSU peer set uses global apparel/retail names, reinforcing relative performance alignment .
- FY24 AIP re‑weighted to 75% Company financials (Adjusted EBIT 50%, Net Revenues 35%, CCC 15%), increasing pay‑for‑performance rigor; FY24 payout at 124% reflects strong corporate performance against targets .
- One‑time sign‑on RSU ($2.0M) with 12/24‑month vesting mitigates near‑term retention risk but creates discrete vest events that increase share supply in mid‑2025 and mid‑2026 .
Investment Implications
- Alignment: Prohibition on hedging/pledging, executive ownership guidelines with current compliance, and PRSU focus on 3‑year relative TSR/ROIC support shareholder alignment and reduce governance red flags .
- Retention and supply: The 50% sign‑on RSU vest on Jul 29, 2025 and remaining on Jul 29, 2026, plus annual RSU/SAR schedules starting Jan 24, 2025, create identifiable windows for potential insider selling pressure; monitor Form 4s around these dates .
- Severance/CIC economics: Standardized plan terms (78 weeks; CIC 104 weeks with equity acceleration) imply moderate termination costs; CIC treatment accelerates performance equity at target, which can be dilutive in a transaction scenario .
- Performance linkage: AIP and PRSU mechanics align with core financial drivers (Adjusted EBIT, Net Revenues, CCC) and market‑relative TSR; FY24 corporate metrics improved (revenue +3%, adjusted EBIT margin 10.2%, EPS +14%), supporting higher incentive payouts and signaling operating execution under the DTC‑first pivot .
Overall, Flore’s package is retention‑weighted short‑term (sign‑on RSU) and performance‑weighted long‑term (PRSUs on TSR/ROIC), with governance safeguards (no pledging/hedging; clawback). Near‑term vest events are key trading signal dates; longer‑term upside depends on sustaining TSR outperformance and ROIC targets under the omnichannel/DTC strategy .