Victoria's Secret (VSCO) Proxy filing summary

Executive summary

• Board leadership highlights a strategic transformation focused on redefining brand identity and reconnecting with evolving consumer expectations.

• Appointment of a new CEO, Hillary Super, was driven by the need for a merchant leader with strong operational and team-building skills.

• Early results from the transformation are promising, with momentum building toward long-term value creation.

Voting matters and shareholder proposals

• Board communications emphasize the importance of shareholder support for ongoing transformation and strategic initiatives.

Board of directors and corporate governance

• Board composition is regularly evaluated to ensure relevant expertise in retail, marketing, technology, and finance.

• Three independent directors have been added since 2022, enhancing skills in strategic planning, M&A, and digital operations.

• 80% of directors are women, aligning with the customer base and supporting diversity.

• Governance practices focus on long-term planning, diversity, and continuous refreshment of board skills.