Jenny Ming - Director | LEVI STRAUSS & (LEVI) Executive Profile & Compensation

About Jenny Ming

Independent director at Levi Strauss & Co. since 2014, Jenny Ming is a retail operator with deep apparel, DTC and omnichannel expertise; she currently serves as CEO and Director of Rothy’s, Inc. (since January 2024) and previously led Old Navy as its first President and Charlotte Russe as CEO . She serves on LEVI’s Compensation & Human Capital Committee and Nominating, Governance & Corporate Citizenship Committee; committee memberships are limited to independent directors under LEVI’s governance framework, and CHCC members meet NYSE/SEC independence standards . In FY2024 the Board held six meetings and each director attended at least 75% of Board and assigned committee meetings; executive sessions of non‑management directors occur at every Board meeting under an independent Board Chair structure . She is a Class II director with a term through the 2027 annual meeting; age 69 per the 2025 proxy .

Past Roles

Organization	Role	Tenure	Committees/Impact
Rothy’s, Inc.	Chief Executive Officer; Director	CEO since Jan 2024; Director since Jun 2022	CEO of sustainable shoes/handbags/accessories retailer
Charlotte Russe Inc.	President & CEO	Oct 2009 – Feb 2019	Company filed for Chapter 11 in Feb 2019 (context on turnaround/financial stress)
Old Navy (Gap Inc.)	First President	Mar 1999 – Oct 2006	Member of Gap Inc. exec team that launched Old Navy; scaled to ~$7B brand; oversaw ~900 stores in U.S./Canada
Gap Inc.	Various executive roles	1986 – 1999	Executive capacities at San Francisco HQ

External Roles

Organization	Role	Tenure	Notes
Kaiser Foundation Hospital and Health Plan	Director	Not disclosed	Non-profit healthcare system governance role
Kendra Scott, LLC	Former Director	Not disclosed	Private company board experience
Affirm Holdings, Inc.	Former Director	Not disclosed	Prior public company board service
Poshmark, Inc.	Former Director	Not disclosed	Prior public company board service

Board Governance

Attribute	Detail
Committees	Compensation & Human Capital Committee (member); Nominating, Governance & Corporate Citizenship Committee (member)
Committee meetings (FY2024)	CHCC: 4 meetings; NGCCC: 5 meetings
Board meetings/attendance	Board met 6 times; each director attended ≥75% of Board and assigned committee meetings
Independence	CHCC composition meets NYSE/SEC independence; committee membership limited to independent directors per governance practices
Board leadership	Independent Board Chair structure (Robert Eckert) with executive sessions at every Board meeting
Director class/term	Class II; term ends at 2027 annual meeting
Annual meeting attendance	All then‑serving directors attended the 2024 annual meeting

Fixed Compensation

Component (FY2024)	Amount ($)
Annual cash retainer	100,000
Committee chair fees	0 (not a chair)
All other compensation (dividend-equivalent RSUs)	12,727

Director fee schedule: $100,000 cash retainer; committee chair retainers—Audit $25,000; CHCC $20,000; Finance $15,000; NGCCC $15,000 .

Performance Compensation

Element	Terms / FY2024 Facts
Annual RSU award (program value)	$155,000 program value in FY2024; increased to $175,000 beginning FY2025
Grant mechanics	Number of RSUs = program value ÷ 20‑trading‑day avg stock price leading up to grant date
Vesting schedule	Vests in full at earlier of day before next annual meeting or one‑year anniversary; initial grants generally deferred until six months after Board service ends
Dividend equivalents	Additional RSUs granted as dividend equivalents when dividends are declared; subject to same vesting terms
FY2024 grant date fair value (actual reported)	$164,838 in stock awards (grant date fair value)

Note: Non‑employee director equity is time‑based; no performance metrics (TSR/EBITDA, etc.) are tied to director equity awards per program description .

Other Directorships & Interlocks

Item	Detail
Current external boards	Rothy’s, Inc.; Kaiser Foundation Hospital and Health Plan
Prior external boards	Kendra Scott, LLC; Affirm Holdings, Inc.; Poshmark, Inc.
CHCC interlocks	None—no Compensation & Human Capital Committee interlocks in FY2024

Expertise & Qualifications

Extensive operational and retail leadership experience in the apparel industry; Old Navy brand builder and scaled operator .
CEO experience at Rothy’s (sustainable DTC footwear/accessories); omnichannel and merchandising expertise .
Governance experience via service on NGCCC overseeing nominations, governance practices and corporate citizenship/sustainability .

Equity Ownership

Metric	Amount
Class A shares beneficially owned	44,730 (<1% of Class A)
Class B shares beneficially owned	43,563 (<1% of Class B)
Aggregate outstanding RSUs (as of Dec 1, 2024)	44,248 (includes vested but deferred and unvested RSUs)
Ownership guidelines	5× annual retainer ($500,000) within 5 years; all current directors in compliance as of Dec 1, 2024

Governance Assessment

Strengths:
- Independent director serving on CHCC and NGCCC, with committees meeting NYSE/SEC independence standards; independent Chair structure and executive sessions at every Board meeting bolster oversight .
- Solid engagement: Board met six times in FY2024 with ≥75% attendance by each director; all directors attended the 2024 annual meeting .
- Alignment: Meaningful equity component via annual RSUs; directors meet stock ownership guidelines (≥$500,000 within five years; all in compliance as of Dec 1, 2024). FY2025 equity award increase further tilts mix to equity .
Oversight and potential conflicts:
- As CEO of Rothy’s (apparel/footwear), Ms. Ming operates in an adjacent industry; LEVI’s Related Party Transaction Policy requires NGCCC review/Board approval of any transactions involving directors or related persons, providing a control for potential conflicts .
RED FLAGS / Watch items:
- Charlotte Russe Chapter 11 filing in Feb 2019 during Ms. Ming’s CEO tenure—relevant context for turnaround/risk experience rather than a current conflict, but notable for investor diligence .