Joshua Prime
LEVI STRAUSS &About Joshua Prime
Independent Class II director of Levi Strauss & Co. (LEVI) since 2019; age 47. Co-President of Argonaut Securities Company; prior roles include Partner (Idea Generation & Research) at Indaba Capital Management (2010–2024), Manager of Retail Strategy for Levi Strauss & Co. Americas (2007–2009), and analyst roles at Farallon Capital (1999–2005). The Board has affirmatively determined he is independent; he is also a descendant of the founder’s family, as disclosed under Family Relationships .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indaba Capital Management, L.P. | Partner, Idea Generation & Research | 2010–2024 | Long/short and event-driven investing background relevant to Audit/Finance oversight |
| Levi Strauss & Co. | Manager, Retail Strategy (Americas) | 2007–2009 | Company-specific operational insight |
| Farallon Capital Management, L.L.C. | Analyst (merger arb, special situations, credit) | 1999–2005 | Transactional and credit analysis experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Argonaut Securities Company | Co-President | Current | Private investment entity; no public board roles disclosed |
Board Governance
- Committee assignments: Audit Committee (member) and Finance Committee (member) .
- Committee meeting cadence (FY2024): Audit Committee met 6x; Finance Committee met 5x .
- Attendance: The Board met 6 times; each director attended at least 75% of Board and relevant committee meetings; executive sessions are held each meeting; independent Board Chair (Robert Eckert) .
- Independence: Board determined all directors except the CEO (Michelle Gass) are independent. Prime is disclosed as a family descendant and remains classified independent under NYSE standards; committee membership is limited to independent directors .
- Term and class: Class II director; current term runs to the 2027 annual meeting .
Fixed Compensation (Non-Employee Director Program)
| Component | FY2024 Amount | Policy Details |
|---|---|---|
| Annual cash retainer | $100,000 | All non-employee directors receive this retainer; eligible for director deferred comp plan |
| Annual RSU grant (2019 EIP) | $155,000 | Number = grant value ÷ 20-day avg price; vests fully by next annual meeting/1-year; initial delivery deferred until 6 months post-service |
| Committee chair retainers | $25,000 (Audit); $20,000 (Comp & Human Capital); $15,000 (Finance; NGCCC) | Not applicable to Prime (not a chair) |
| Board Chair add’l retainer | $200,000 (50% cash/50% RSUs) | Not applicable to Prime |
| FY2025 change (for reference) | Annual equity award increased to $175,000 | Effective FY2025 |
Performance Compensation
| Element | Structure | Notes |
|---|---|---|
| Performance-conditioned equity | None disclosed for non-employee directors | Director equity is time-based RSUs; no PRSU/TSR metrics for directors |
Director Compensation – FY2024 (Joshua Prime)
| Item | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $100,000 |
| Stock awards (grant date fair value, RSUs) | $164,838 |
| All other compensation | $14,962 (includes dividend equivalent RSUs; charitable match) |
| Total | $279,800 |
| Aggregate outstanding RSUs (as of 12/1/2024) | 15,567 |
Equity Ownership
| Security | Beneficially Owned |
|---|---|
| Class A Common Stock | 36,917 shares (beneficial) |
| Class B Common Stock | 1,647,598 shares (beneficial) |
| Aggregate outstanding RSUs | 15,567 units (may include vested but deferred units) |
- Ownership guidelines: Non-employee directors must hold equity equal to 5x annual retainer ($500,000) within 5 years; as of Dec 1, 2024, all current directors are in compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock by directors; no pledging by Prime is disclosed .
- Section 16 compliance: Company reports all officers/directors were in compliance with Section 16(a) filing requirements .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Prime |
| Committee interlocks | Company discloses no Compensation Committee interlocks in FY2024 |
Related Party / Conflicts Check
- Family relationship: Prime is a descendant (directly or by marriage) of the founder’s family; Board still classifies him as independent under NYSE standards .
- Registration rights: Prime is a party to the 2019 registration rights agreement alongside other family holders of Class B; rights include piggyback and Form S-3 demand rights, with standard limitations .
- Transactions: Company states no related party transactions >$120,000 in FY2024 beyond items noted (e.g., registration rights); no other director-related transactions disclosed .
Committee Work Snapshot (FY2024)
| Committee | Role | Key Responsibilities (abridged) | FY2024 Meetings |
|---|---|---|---|
| Audit | Member | Financial statements, internal controls, auditor oversight, EHS/citizenship disclosures, IT/cyber/privacy risk; Audit members independent and financially literate (audit committee financial experts: Alstead, Marberger) | 6 |
| Finance | Member | Capital allocation, financing, capex, cash mgmt, dividends/buybacks; M&A and investment approvals | 5 |
Insider Trades
| Period | Form 4 Activity |
|---|---|
| FY2024–YTD FY2025 | Not disclosed in proxy; Company reports full Section 16 compliance. For detailed Form 4 transactions, a Form 4 data pull would be required (not included in this dataset) . |
Expertise & Qualifications
- Capital markets and event-driven investing experience (Indaba; Farallon) and prior LEVI operational role; Board cites his “broad professional experience, including with our Company,” and family background as qualifications .
Governance Assessment
- Positives: Independent non-employee director with Audit and Finance committee roles; Board-wide attendance threshold met; strong governance framework (independent Chair; executive sessions; committee independence); director ownership guideline compliance; anti-hedging/pledging policy; no material related-party transactions in FY2024; Section 16 compliance .
- Potential watchpoints: Family relationship and significant Class B holdings (control class) with registration rights may raise perceived conflict/entrenchment concerns; however, independence has been affirmed and committee service is limited to independent directors .
Shareholder sentiment context: Say-on-pay passed with high support (over 99% of votes cast at the 2024 meeting; 2025 say-on-pay 2.77B For vs. 5.0M Against) indicating broad investor confidence in board oversight of compensation .