Letter from Our

CHIEF EXECUTIVE OFFICER

STOCKHOLDER LETTER

Letter from Our

CHAIR OF OUR BOARD

STOCKHOLDER LETTER

Victoria’s Secret & Co.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our stockholders:

Notice is hereby given that the 2025 Annual Meeting of Stockholders of Victoria’s Secret & Co. (“VS&Co”) will be held virtually via live audio webcast on Wednesday, June 18, 2025, at 8:30 a.m. Eastern Time. Stockholders may participate in, vote, and submit questions during the 2025 Annual Meeting online at www.proxydocs.com/VSCO. At the meeting, stockholders will be asked to vote on the following proposals:

		To elect ten directors to serve until the 2026 annual meeting of stockholders;								Date and Time Wednesday June 18, 2025 8:30 a.m. Eastern Time
		To approve, on an advisory basis, the compensation of our named executive officers;								Location Live audio webcast: www.proxydocs.com/VSCO
		To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2025; and
		To transact such other business as may properly come before the meeting and any adjournments or postponements thereof.								Record Date April 21, 2025

Each of these proposals is described more fully in the accompanying Proxy Statement. Only holders of record of VS&Co common stock at the close of business on April 21, 2025 are entitled to notice of, and to vote at, the 2025 Annual Meeting and any adjournments or postponements thereof.

Important Notice Regarding the Availability of Proxy Materials for the

Stockholders Meeting to be held on June 18, 2025

We will be utilizing Securities and Exchange Commission (“SEC”) rules that allow us to make the Proxy Statement, our Annual Report, and other proxy materials available on the Internet as the primary means of furnishing the proxy materials to stockholders. Rather than mailing stockholders a paper copy of our proxy materials, on or about April 28, 2025, we will mail to stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to gain online access, free of charge, to our proxy materials. This notice will also include information on how to request a printed or emailed set of proxy materials. The Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended February 1, 2025, and the Notice of Annual Meeting of Stockholders are available at www.proxydocs.com/VSCO.

Attending the Meeting

In an effort to encourage all of our stockholders to attend the 2025 Annual Meeting virtually from any location convenient to them, as well as reduce the expense and environmental impact of traveling to an in-person meeting, the 2025 Annual Meeting will be conducted exclusively online via live audio webcast. Stockholders will not be able to attend the 2025 Annual Meeting in person.

To participate in the 2025 Annual Meeting, please visit www.proxydocs.com/VSCO. In order to attend, you must register in advance at www.proxydocs.com/VSCO using the 12 digit control number found on your Notice of Internet Availability of Proxy Materials or your proxy or voting instruction card. Upon completing your registration, you will receive further instructions via email, including information about your unique link that will allow you access to the meeting and to vote and submit questions during the meeting.

Stockholders will be able to listen, vote, examine our stockholders list, and submit questions during the virtual meeting. Whether or not you plan to attend the 2025 Annual Meeting, please vote your shares as soon as possible to ensure they are represented at the meeting.

By Order of the Board of Directors,

Donna James

Chair of the Board

April 28, 2025

Safe Harbor Statement

UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We caution that any forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by us, our management, or our spokespeople involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements, and any future performance or financial results expressed or implied by such forward-looking statements are not guarantees of future performance. Forward-looking statements include, without limitation, statements regarding our future operating results, the implementation and impact of our strategic plans, and our ability to meet environmental, social, and governance goals. Words such as “estimate,” “commit,” “will,” “target,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” and any similar expressions are intended to identify forward-looking statements. Risks associated with the following factors, among others, could affect our results of operations and financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements:

Except as may be required by law, we assume no obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this Proxy Statement to reflect circumstances existing after the date of this report or to reflect the occurrence of future events, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 21, 2025.

References

“VS&Co,” “we,” “us,” “our,” and the “Company” refers to Victoria’s Secret & Co. together with its subsidiaries unless the context otherwise requires. Our fiscal year ends on the Saturday nearest to January 31. As used herein, “2024” and “fiscal 2024” refer to the 52-week period ended February 1, 2025, “2023” and “fiscal 2023” refer to the 53-week period ended February 3, 2024, “2022” and “fiscal 2022” refer to the 52-week period ended January 28, 2023, and “2021” and “fiscal 2021” refer to the 52-week period ended January 29, 2022.

Incorporation by Reference

Neither the Compensation Committee Report nor the Report of the Audit Committee shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. In addition, this Proxy Statement includes website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement.

Non-GAAP Financial Measures

In addition to our results provided in accordance with U.S. generally accepted accounting principles (“GAAP”), this Proxy Statement provides non-GAAP financial measures that present gross profit, general, administrative, and store operating expenses, operating income, net income per diluted share and free cash flow in fiscal 2024 and fiscal 2023 on an adjusted basis, which remove certain non-recurring, infrequent or unusual items that we believe are not indicative of the results of our ongoing operations due to their size and nature. The intangible asset amortization excluded from these non-GAAP financial measures is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. We use adjusted financial information as key performance measures of our results of operations for the purpose of evaluating performance internally. These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead,

we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition of non-GAAP financial measures may differ from similarly titled measures used by other companies. Please see Appendix A of this Proxy Statement for additional detail regarding these non-GAAP financial measures and a reconciliation between each non-GAAP financial measure and the most directly comparable GAAP financial measure.

Table of

CONTENTS

PROXY SUMMARY

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all the information you should consider. We urge you to read the entire Proxy Statement carefully before voting.

Proxy Statement

This Proxy Statement is furnished to stockholders of Victoria’s Secret & Co. in connection with the solicitation of proxies by the VS&Co Board of Directors (the “Board”) for use at the annual meeting of VS&Co stockholders to be held on June 18, 2025 (the “2025 Annual Meeting”) and any adjournments or postponements thereof. This Proxy Statement is dated as of April 28, 2025 and is first being sent or otherwise made available to stockholders of record on or about April 28, 2025.

The Notice of Internet Availability of Proxy Materials (the “Notice”) directs stockholders to a website where they can access our proxy materials, including this Proxy Statement, the Notice of Annual Meeting of Stockholders, and our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (the “2024 Annual Report”). This Proxy Statement, the Notice of Annual Meeting of Stockholders, and the 2024 Annual Report are available at www.proxydocs.com/VSCO. If you would prefer to receive a printed or electronic set of our proxy materials, please follow the instructions set forth in the Notice.

ANNUAL MEETING INFORMATION

LOCATION

The SEC allows us to deliver a single copy of the Notice or other proxy materials to multiple stockholders who share the same last name and mailing address, unless those stockholders instruct us otherwise. We intend to use this delivery method, known as “householding,” in order to reduce the expense and environmental impact of mailing proxy materials. You can receive a separate copy of the Notice or other proxy materials, without charge, by written request to our transfer agent, Equiniti Trust Company, LLC (“EQ”), by mail to EQ, 48 Wall Street, Floor 23, New York, NY 10005, by email to helpAST@equiniti.com, or by calling EQ at (800) 937-5449. If you hold your shares in “street name” and reside in a household that received only one copy of the proxy materials, you can request to receive a separate copy in the future by following the instructions provided by your bank, broker, or other nominee. If your household is receiving multiple copies of the proxy materials, you may request that only a single set of materials be sent by following the instructions provided by your bank, broker, or other nominee.

PROXY SUMMARY

How to Attend the Annual Meeting

The 2025 Annual Meeting will be held virtually via live audio webcast on Wednesday, June 18, 2025 at 8:30 a.m. Eastern Time. Stockholders will not be able to attend the 2025 Annual Meeting in person. To participate in the 2025 Annual Meeting, please visit www.proxydocs.com/VSCO and register in advance using the 12 digit control number found on your Notice of Internet Availability of Proxy Materials or your proxy or voting instruction card. Upon completing your registration, you will receive further instructions via email, including information about your unique link that will allow you to attend the meeting and to vote and submit questions during the meeting.

Stockholders will be able to submit questions and make written statements during the virtual meeting in the meeting portal until the meeting is closed for questions. In addition, stockholders can submit questions and provide written statements in advance of the meeting when registering for the meeting at www.proxydocs.com/VSCO. Stockholders who wish to submit a question in advance of the meeting will need to register for the meeting using their 12 digit control number. During the formal business of the meeting, we will limit questions and statements to those relevant to the business of the meeting. After the 2025 Annual Meeting is adjourned, we will hold a live audio webcast questions and answers (“Q&A”) session and address questions and comments of a general nature. This Q&A session will be conducted in accordance with certain Rules of Conduct that will be posted in the meeting portal. During the Q&A session of the meeting, we intend to answer questions as they come in and address those asked in advance, to the extent time permits.

How to Vote Your Shares

Even if you plan to virtually attend the 2025 Annual Meeting, please vote your shares as soon as possible to ensure they are properly represented at the meeting. Each share of VS&Co common stock entitles the holder thereof to one vote. Stockholders of record at the close of business on April 21, 2025 (the “Record Date”) can vote at the 2025 Annual Meeting online at www.proxydocs.com/VSCO, by telephone at 1-866-977-5067, or by signing and returning your proxy card. If you did not receive a proxy card, you may request one by following the instructions on the Notice. If you are a beneficial stockholder, you will receive instructions from your bank, broker, or other nominee that you will need to follow in order to vote your shares.

Proposals to be Voted On

Your vote is very important. Please cast your vote on all proposals promptly to ensure that your shares are represented at the 2025 Annual Meeting.

We do not know of any other matters that will be considered at the 2025 Annual Meeting. In connection with providing a valid proxy to vote your shares at the meeting, you are also instructing the Company-designated proxy holders to vote your shares on any other proposals not described in this Proxy Statement that may properly come before the meeting in the discretion of such proxy holders in accordance with the recommendations of the Board.

The order of business of the 2025 Annual Meeting and all matters relating to the manner of conducting the meeting will be determined by the chair of the meeting. The 2025 Annual Meeting will be conducted in a manner designed to accomplish the business of the meeting in a prompt and orderly fashion and to be fair and equitable to all stockholders.

PROXY SUMMARY

Company Overview

Victoria’s Secret & Co. (NYSE: VSCO) is a specialty retailer of women’s intimate and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. We have more than 880 stores in the United States, Canada and China, as well as our own websites, www.VictoriasSecret.com, www.PINK.com, www.AdoreMe.com and www.DailyLook.com, and other digital channels worldwide. Additionally, we have more than 500 stores in nearly 70 countries operating under franchise, license and wholesale arrangements. VS&Co also includes the merchandise sourcing and production function serving us and our international partners. We operate as a single segment designed to seamlessly serve customers worldwide through stores and digital channels.

Our business operates two market-leading intimate apparel brands, Victoria’s Secret and PINK, each complemented by an industry-leading beauty business. Adore Me, our technology-led, digital first intimates brand serves women of all sizes, budgets and lifestyles. Our brands share a common purpose of supporting women in all they do. We offer a range of products including signature bras, panties, lingerie, casual sleepwear, apparel, sport, and swim, as well as prestige fragrances and body care.

Brands

Timeline

On August 2, 2021, VS&Co was spun-off from its former parent company, L Brands, Inc. (“L Brands”), and has since operated as an independent, standalone public company. VS&Co common stock began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “VSCO” on August 3, 2021.

Although VS&Co and L Brands currently operate as separate companies, the rules and regulations of the SEC and the NYSE require that we provide certain information, including compensation information for our named executive officers, for the period of time prior to the spin-off. We have sought to clearly indicate throughout this Proxy Statement what information relates to VS&Co prior to the spin-off, when it was operating as a subsidiary of L Brands, and what information relates to VS&Co following the

PROXY SUMMARY

spin-off. Concurrently with the spin-off, L Brands changed its name from “L Brands, Inc.” to “Bath & Body Works, Inc.” For the sake of consistency, we refer to our former parent company and its successor Bath & Body Works, Inc. as “L Brands” throughout this Proxy Statement.

On August 14, 2024, Hillary Super, a seasoned executive and proven merchant operator, was appointed Chief Executive Officer (“CEO”) of VS&Co. Ms. Super brings nearly three decades of retail merchant expertise and a successful track record leading brands at the highest level. On January 29, 2025, Scott Sekella joined VS&Co as Chief Financial Officer. Mr. Sekella has extensive and diverse retail experience identifying and accelerating strategies that strengthen performance and enhance profitability.

2024 Financial Performance

Since we became an independent public company in 2021, we have undertaken a transformation focused on strengthening the foundation of the business and establishing an operationally sound organization. We made progress in 2024 in several areas, including deepening customer loyalty and strengthening engagement with our brands globally with the continued rollout of our loyalty program and the return of the VS Fashion Show, along with continued focus on disciplined expense management and the modernization of our operating model. While the macroeconomic environment put pressure on the consumer and the overall intimates market in North America throughout the year, we focused on what was within our control and delivering on multiple initiatives, such as enhancements in our digital business to elevate the customer experience, product improvements and launches to enhance the Victoria’s Secret brand and a reimagined merchandise strategy to revitalize our PINK brand. As a result, we achieved the following results during fiscal 2024:

(1) Operating income rate, expressed as a percentage of net sales, is a non-GAAP financial measure. A reconciliation of operating income rate to the most directly comparable GAAP financial measure can be found in Appendix A.

(2) Adjusted operating income is a non-GAAP financial measure. A reconciliation of adjusted operating income to the most directly comparable GAAP financial measure can be found in Appendix A.

(3) Free cash flow is defined as net cash provided by operating activities less capital expenditures. Adjusted free cash flow removes certain cash payments related to the Adore Me acquisition that are contingent upon the achievement of specified strategic objectives as defined in the merger agreement between VS&Co and Adore Me. A reconciliation of adjusted free cash flow to the most directly comparable GAAP financial measure can be found in Appendix A.

Looking ahead, we will lean into our core strengths and look to unlock new opportunities and drive value by supercharging our brands and putting the best of who we are back at the center of how we work. Our strategies will be focused on accelerating growth, differentiating our brands and reinforcing our authority in the market.

PROXY SUMMARY

Corporate Governance Highlights

We are committed to strong and effective corporate governance, an attribute we consider critical to achieving long-term value for our stockholders. Key aspects of our corporate governance framework include:

Environmental and Social Sustainability Highlights

Our environmental, social and governance (“ESG”) strategy reflects our commitment to continuously raising the bar—improving the way we do business to deliver quality products that customers love and trust. At the foundation of this work is our unwavering focus on women—our customers, associates, and supply chain partners.

These efforts are intended to strengthen the resilience of our operations, protect the resources our business depends on, and meet the expectations of our stakeholders. We continue to make meaningful progress by:

These efforts, along with ongoing engagement with our stakeholders, support our long-term business success while reinforcing the trust and credibility we’ve built across our global value chain.

PROXY SUMMARY

Human Capital Highlights

At VS&Co, our strength lies in our people and we are dedicated to building and maintaining a high-performance, customer-centric culture. At the heart of this culture is belonging—creating an environment where every associate feels valued, respected, and supported. By championing shared success, investing in talent, and fostering an inclusive workplace, we can unlock the full potential of our teams to drive innovation, build stronger relationships with customers, and contribute to business success. Key aspects of our human capital management are highlighted below:

Executive Compensation Highlights

Our executive compensation programs are designed to align the pay for our executives with VS&Co performance in both the short- and long-term. The Human Capital and Compensation Committee (“HCCC”) oversees our executive compensation program. The HCCC partners closely with its independent compensation consultant and company leadership to design a program that drives performance, ties executive pay to performance outcomes, and aligns with the compensation practices our peers utilize for their most senior leadership.

Our executive compensation program:

We remain committed to clear, transparent executive compensation programs that drive company performance and ensure that the interests of our executives are aligned with those of our stockholders.

PROPOSAL ONE: ELECTION OF DIRECTORS

Proposal One:

ELECTION OF DIRECTORS

The VS&Co Board is currently comprised of nine directors. The size of the Board will be increased to ten directors upon the election of all nominees presented in this Proxy Statement. Each director is elected annually by our stockholders to serve a one-year term expiring at the next annual meeting of stockholders. At the 2025 Annual Meeting, stockholders will be asked to elect ten directors who will serve on our Board until the 2026 annual meeting of stockholders and their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. Other than David McCreight, who is a new director nominee, all of the nominees for election as director at the 2025 Annual Meeting are incumbent directors who currently serve on our Board.

Our Board is comprised of individuals with diverse and complementary business experience, leadership prowess, and financial expertise. Each of our director nominees possesses industry-leading skills that support our long-term growth strategy, including expertise in retail, international business development, brand transformation, supply chain logistics, e-commerce, and consumer marketing. Together, our directors’ complementary experience and expertise create an engaged and effective Board that exercises independent oversight of our material risks and long-term strategy. Through their unique backgrounds, skills, and qualifications, each of our director nominees brings a wealth of knowledge, experience, expertise, and energy to our Board.

The Board believes that each of our nominees is highly qualified to serve as a director. Each nominee’s background, skills, experience, and other qualifications are described below. The Nominating and Governance Committee has recommended, and the Board has nominated, each of the individuals listed below as nominees for election at the 2025 Annual Meeting. Each nominee has consented to be named as a nominee and stand for election at the 2025 Annual Meeting. We know of no reason why any nominee would be unable or unwilling to serve as director, but in that event our Board, based on the recommendation of the Nominating and Governance Committee, may either reduce the number of directors or designate a substitute nominee. If a substitute nominee is designated, the persons named in the enclosed proxy will vote all proxies that would otherwise be voted for the named nominee for the election of such substitute nominee.

Pursuant to our Second Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, each director is elected by the affirmative vote of the holders of a majority of the votes cast with respect to that director’s election. Each nominee must receive more votes cast “for” his or her election than “against” his or her election. If you are a beneficial owner of VS&Co common stock, your broker is not permitted to vote your shares on the election of directors if no instructions are received from you (this is commonly referred to as a “broker non-vote”). Abstentions and broker non-votes will not count as a vote cast and, therefore, will have no effect on the outcome of the election of directors. Cumulative voting is not permitted.

If a director does not receive more votes cast “for” his or her election than “against” his or her election, such director’s resignation will be tendered to the Board. The Nominating and Governance Committee will make a recommendation to the Board regarding whether to accept or decline the resignation, taking into account the best interests of VS&Co and its stockholders and considering any factors or other information that the Nominating and Governance Committee believes is appropriate and relevant. The Board will make its decision regarding the resignation at its next regularly scheduled Board meeting following certification of the election results. A director whose resignation is under consideration must abstain from participating in any decision regarding his or her resignation. As a requirement for any person to serve as director, he or she must submit an irrevocable resignation that becomes effective upon (i) that person not receiving a majority of the votes cast in an uncontested election and (ii) acceptance by the Board of that resignation in accordance with any policies and procedures adopted by the Board for that purpose.

		The Board unanimously recommends a vote “FOR” each of the following nominees for election as director.

PROPOSAL ONE: ELECTION OF DIRECTORS

Director Nominees

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

PROPOSAL ONE: ELECTION OF DIRECTORS

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

We are committed to strong and effective corporate governance, an attribute we consider critical to achieving long-term value for our stockholders.

Role of the Board

The Board of Directors is ultimately responsible for overseeing the management of VS&Co. The executive management team is responsible for the day-to-day business and operations of VS&Co. The Board works with the management team to guide VS&Co’s long-term strategy and overall vision and direction. The Board is responsible for making certain key decisions about financial planning, significant capital expenditures, executive compensation structure and philosophy, the composition of the Board and executive management team, material acquisitions, and other high-priority matters. The Board is also involved in stockholder and community relations, ethical and legal compliance, and enterprise risk management. Many of these roles are performed through the Board’s three standing committees: the Audit Committee, the Human Capital and Compensation Committee, and the Nominating and Governance Committee. See “Board Committees” below for additional detail on the roles of each committee.

Board Leadership Structure

The Board is led by an independent Chair who presides over each Board meeting, including executive sessions where the independent directors meet separately without management or non-independent directors present. Donna James, the current independent Chair of our Board, provides strong, thoughtful and independent leadership for the Board and serves as a liaison between the Board and executive management team. Donna brings vast knowledge and experience about VS&Co to her role, having served on the board of directors of L Brands, our former parent company, since 2003. As Chair of the Board, she represents the Board in communications with stockholders and other stakeholders, provides instruction on which topics and issues deserve the Board’s attention and consideration, and meets regularly with the CEO to provide guidance on emerging risks and opportunities and other matters that arise between Board meetings.

VS&Co’s Corporate Governance Guidelines require that the CEO and Chair of the Board roles remain separate. The Chair of the Board must be an independent director who is elected annually by majority vote of the independent directors. We believe the separation of the roles of Chair and CEO is ideal given our strategic and operational priorities. This structure allows the CEO to focus on execution of VS&Co’s business, operations, and strategy, with the benefit of the independent Chair’s unique experience, perspective, and vision. Given the current strategic direction and ownership and leadership structure of the Company, the Board is not currently contemplating an amendment to our Corporate Governance Guidelines to permit the roles of CEO and Chair to be filled by the same person. Such a change would be carefully considered by the Board in light of the best interests of our stockholders, and we would notify stockholders if that change should occur.

On an annual basis, the Board selects a Chair to lead each Board committee. Sarah Davis is the current Chair of the Audit Committee; Irene Chang Britt is the current Chair of the Human Capital and Compensation Committee; and Anne Sheehan is the current Chair of the Nominating and Governance Committee. Each Board committee provides a report of its affairs to the full Board on a quarterly basis.

For more information on our Board structure and operations, please see our Corporate Governance Guidelines, available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials.

Board Oversight of Risk Management

The Board is responsible for oversight of enterprise risk management, with a focus on the most significant risks we face, including strategic, competitive, economic, operational, financial, legal, regulatory, cybersecurity, compliance, and reputational risks. The Board regularly receives reports regarding these risks from the CEO, Chief Financial Officer, Chief Legal and Chief Human

CORPORATE GOVERNANCE

Resources Officer, Chief Ethics and Compliance Officer, Head of Internal Audit, and other members of the executive management team, as well as additional updates on an as-needed basis. In addition, the Board consults outside advisors who provide training, help the Board anticipate future threats and trends, and answer Company-specific questions on key areas of risk. Directors are also encouraged to obtain continuing education on risk management to further develop their expertise.

Management has implemented a holistic and integrated approach to enterprise risk management that includes (i) identifying, monitoring and assessing risks, (ii) developing and implementing strategic plans and processes to mitigate those risks, and (iii) reporting risk information throughout the organization. The Board oversees the enterprise risk management program and assists management in assessing major risks and evaluating options for their mitigation. Risks with higher levels of priority and urgency draw more of the Board’s time and attention. Ultimately, it is the responsibility of the CEO and our senior management team to determine the appropriate level of exposure to risk with oversight and guidance from the Board.

The Board has delegated oversight of certain risk areas to the standing Board committees. The committees regularly report to the full Board regarding their risk oversight responsibilities.

Board Oversight of Cybersecurity

Cybersecurity is a key priority within the Company’s enterprise risk management program. The Board oversees the systems and processes in place to securely receive, transmit, and store confidential information about VS&Co, our associates and our customers in order to protect against, detect, and respond to cybersecurity threats and incidents. The Audit Committee has been delegated primary responsibility for the Board’s oversight of cybersecurity and related risks. The Audit Committee receives reports from the Chief Information Security Officer and other members of management on the effectiveness of our cybersecurity program and related information security matters on a semi-annual basis, with additional updates as needed. The Audit Committee reports to the Board on cybersecurity risk oversight at least annually.

As part of our cybersecurity risk management program, we have developed a cyber incident response plan that sets forth controls and procedures for prompt reporting and remediation of any material cybersecurity incident. We also utilize independent third-party assessors to periodically assess our cybersecurity program and suggest opportunities for improvement. Associates who have access to confidential information receive training on cybersecurity at least annually, and we maintain a cybersecurity and information security risk insurance policy. Since becoming an independent company in 2021, VS&Co has not experienced a material cybersecurity or information security breach. For additional information on our cybersecurity risk management program, please see “Item 1C. Cybersecurity” in our 2024 Annual Report.

Board Oversight of ESG

The Board considers the identification and management of ESG risks and opportunities to be critical to the success of our long-term business strategy. Accordingly, the Board reviews ESG risks and opportunities at least annually. In addition, the Nominating

CORPORATE GOVERNANCE

and Governance Committee maintains direct oversight of VS&Co’s actions in furtherance of our corporate social responsibility, ESG and philanthropic initiatives, including the impact of our operations on associates, citizens and communities. The Nominating and Governance Committee periodically reviews our programs, policies and strategies relating to corporate social responsibility, including environmental, sustainability, climate change, social issues involving supply chain, and philanthropic initiatives. The Nominating and Governance Committee also oversees our ESG reporting program, through which we communicate our position and progress on ESG initiatives to our stockholders, customers, and other stakeholders. On a biannual basis, the Nominating and Governance Committee receives reports from management in order to monitor progress in these areas and report to the full Board.

Board Composition

The Board is currently comprised of nine directors. The Board will increase in size to ten directors upon the election of the nominees presented in this Proxy Statement. Each director is elected annually by our stockholders to serve a one-year term expiring at the next annual meeting of stockholders.

Director Independence

The Board has determined that each of Irene Chang Britt, Sarah Davis, Jacqueline Hernández, Donna James, Rod Little, Mariam Naficy, Lauren Peters, and Anne Sheehan is independent under the listing standards of the NYSE and applicable SEC rules. In addition, the Board has determined that David McCreight, a new director nominee, will be an independent director if he is elected to the Board at the 2025 Annual Meeting. All of our directors who served during fiscal 2024 other than Martin Waters, our former CEO, and Hillary Super, our current CEO, were determined by the Board to be independent. Mr. Waters was not independent because he was an executive officer of VS&Co when he served as a director. Likewise, Ms. Super is not independent because she currently serves as an executive officer of VS&Co. Aside from Ms. Super’s employment and compensation agreements, none of our current directors or our new director nominee are party to any related person transaction as defined by our Related Person Transaction Policy.

Our Corporate Governance Guidelines require that a majority of our directors, as well as each member of the Audit Committee, the Human Capital and Compensation Committee, and the Nominating and Governance Committee, are independent, as determined by the Board pursuant to the listing standards of the NYSE and any other applicable laws, rules and regulations. In determining the independence of our directors, the Board considers all relevant facts and circumstances, including the relationships that each director has with VS&Co, including, but not limited to, any commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. This determination is made annually.

The Board also determined that each member of the Audit Committee satisfies the heightened independence standards for audit committee members under applicable SEC rules and considered the additional factors under applicable SEC rules for independence of compensation committee members before determining that each member of the Human Capital and Compensation Committee is independent.

CORPORATE GOVERNANCE

Director Nominee Selection

The Nominating and Governance Committee is responsible for developing the criteria for the selection of nominees for director and recommends to the Board candidates for nomination at the annual meeting of stockholders or to fill any vacancy on the Board. The Board is responsible for the final selection of director nominees.

The Nominating and Governance Committee oversees searches for and identifies qualified individuals for Board membership taking into consideration candidates’ independence, judgment, ethics and integrity, experience, and skills. Each year, the Nominating and Governance Committee undergoes a comprehensive process that leads to the determination of the director nominees. This process includes:

The Nominating and Governance Committee may consider director candidates from any reasonable source. A third party search firm may be engaged to assist the Nominating and Governance Committee in identifying potential new director candidates. For information on how stockholders can propose nominees for director, see “Stockholder Proposals for the 2026 Annual Meeting” below. The Nominating and Governance Committee uses the same criteria and process to evaluate all director candidates, including any candidates that may be recommended or nominated by our stockholders. All candidates undergo a rigorous vetting process that includes a background check, multiple interviews and contacting references.

David McCreight was initially identified as a potential director nominee by our CEO. The Nominating and Governance Committee assessed the potential candidacy of Mr. McCreight, as well as several other potential candidates, in light of the criteria described above and in our Corporate Governance Guidelines. Each member of the Nominating and Governance Committee, as well as several other directors, interviewed Mr. McCreight. The Nominating and Governance Committee then selected Mr. McCreight as a new director nominee based on his experience as a public company CEO and deep expertise in omni-channel retail strategy and brand transformation, especially within the women’s apparel and accessories industry. Upon recommendation from the Nominating and Governance Committee, the Board nominated Mr. McCreight for election to the Board at the 2025 Annual Meeting.

Board Refreshment

The composition of the Board is intentionally designed to include a balance of directors with multiple years of Board service, who contribute deep levels of experience and knowledge of the Company and its history, with new directors that offer fresh ideas and perspectives. Board refreshment is critical to ensuring optimal Board and Board committee composition in light of the constantly evolving needs of the Company. When the VS&Co Board was established, five new directors joined Donna James and Anne Sheehan, who had served as directors of L Brands, the Company’s former parent company. Since the spin-off from L Brands, two new non-employee directors have joined the Board.

CORPORATE GOVERNANCE

Director Election and Removal

All members of the Board are elected each year at the annual meeting of stockholders. Pursuant to our Bylaws, in an uncontested election, directors are elected by majority of the votes cast, which means each nominee must receive more votes “for” his or her election than “against” his or her election. In a contested election where the number of nominees exceeds the number of directors to be elected, directors are elected by plurality vote, which means the nominees with the most votes “for” their election will be elected as directors. As provided in our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), any director can be removed at an annual or special meeting of stockholders, with or without cause, by the affirmative vote of stockholders holding at least a majority of the outstanding shares of VS&Co common stock entitled to vote in the election of directors.

CORPORATE GOVERNANCE

Director Skills and Qualifications

Our Board believes that the current directors as a collective group have the skills, experience, character, and backgrounds to provide effective oversight of VS&Co and create long-term sustainable growth and value for our stockholders through successful execution of our strategic plan, and that our new director nominee will further strengthen those abilities. The table below and the director biographies that appear earlier in this Proxy Statement summarize some of the key skills, experience and expertise that each director and the new director nominee bring to the Board.

In the table below, “E” indicates expertise in the particular area, “K” indicates deep knowledge, and “F” indicates familiarity with the topic. For the first two rows of the table, “Y” denotes that the director or nominee has the applicable qualification and “N” indicates that he or she does not. If an individual director or nominee is not identified as having expertise or deep knowledge in a particular area, it does not signify a lack of ability to contribute in that area.

Skill, Experience or Expertise

Current or Former Executive Officer or Similar Experience as a chief executive officer or similar executive leadership position provides leadership qualities and skills that support our management team across a range of strategic, operational and financial matters

Y

Y

Y

Y

Y

Y

Y

Y

N

Y

Other Public Company Directorship Experience serving on other public company boards provides essential perspective on board operations and dynamics, including prioritizing stockholder interests and corporate governance best practices

Y

Y

Y

Y

Y

Y

Y

Y

Y

N

Strategic Planning Experience developing and executing long-term business operation and growth strategies provides insight and expertise to oversee execution of our long-term strategic growth plan

K

E

E

E

E

E

E

E

K

E

Risk Management Experience identifying and managing various types of risk provides skills that support oversight of our enterprise risk management program

E

E

E

K

E

K

F

E

K

F

Legal / Regulatory Compliance Experience in sophisticated legal matters, regulatory compliance, and ethics helps the Board navigate complex legal and regulatory matters and reach sound ethical decisions

K

E

K

F

K

F

F

K

K

F

Finance / Accounting Experience and understanding of public company finance and accounting, as well as capital allocation and expense management, provides skills to support oversight of our financial management and reporting

E

E

K

K

E

E

E

E

K

F

Cybersecurity Experience in technology, cybersecurity, artificial intelligence and privacy provides knowledge and foresight regarding technology-related risks, trends and opportunities

F

K

K

F

K

F

F

K

F

F

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Skill, Experience or Expertise

Retail Industry Retail industry expertise provides a deep understanding of our industry, operations, fundamental business needs, and strategic opportunities

E

K

F

F

E

E

E

E

F

E

Brand Transformation Experience creating and executing strategies to evolve and adapt to changing market conditions, consumer preferences, and business objectives brings valuable perspective to navigating the execution of our long-term strategic growth plan

K

F

E

E

E

E

F

K

F

E

Consumer Marketing Experience building brand awareness and customer engagement brings critical knowledge of strategies to maximize the effectiveness of our marketing efforts

F

K

E

E

K

E

E

K

F

E

Supply Chain Logistics Experience in the management of a global supply chain provides awareness of the risks and opportunities related to production, transportation and distribution of goods

F

K

K

F

K

K

K

K

F

F

Store Operations Experience in retail store operations provides valuable knowledge of strategies to improve our largest distribution channel, our North American store fleet

E

K

F

F

F

E

F

E

F

E

E-commerce / Digital Operations Experience in digital and e-commerce operations provides valuable understanding of risks, opportunities and trends related to our digital and omni-channel retail strategies

F

E

K

K

K

E

E

E

F

E

International Markets Experience managing global operations provides unique knowledge and perspective that supports oversight of our international expansion strategy

F

F

K

K

E

F

F

K

F

F

Environmental / Sustainability Experience developing and managing environmental sustainability programs supports oversight of our initiatives related to social responsibility and climate-related risks and opportunities

F

K

K

F

E

F

F

K

E

F

Women’s Advocacy Experience advocating for women and their rights provides an understanding of our customer base and how to support and connect with them

E

E

F

K

K

K

K

K

F

K

CORPORATE GOVERNANCE

Director Diversity

Our director nominees bring diverse backgrounds and viewpoints that are critical to the Board’s ability to provide effective oversight of the Company’s operations and directly relevant to our business, strategy, and customer base. Women of all races and ethnicities are the customers who love and support our brands. The women on our Board are intimately familiar with the experiences of our predominately female customer base, an attribute they leverage in overseeing our strategic direction and critical decision making. Further, our Corporate Governance Guidelines provide that our Board will be comprised of members with diverse backgrounds and perspectives who possess the integrity, judgment, skills, experience, and other characteristics that are deemed necessary or desirable for the effective performance of the Board’s oversight function and other roles.

Board Policies and Practices

Director Attendance

Our directors are called upon to be knowledgeable about and interested in the business of VS&Co. Directors are expected to attend all or substantially all of the Board and applicable Board committee meetings and to devote the time necessary to diligently discharge their duties. All directors are invited to attend all Board committee meetings, even if they are not a member of that committee.

During fiscal 2024, more than half of the directors attended 100% of the meetings of the Board and the Board committees on which the director served. All directors attended more than 75% of the meetings of the Board and the Board committees in fiscal 2024 on which the director served, except Martin Waters, who resigned from the Board in connection with his termination as CEO of the Company in August 2024. Mr. Waters is not a nominee for election as a director at the 2025 Annual Meeting.

CORPORATE GOVERNANCE

All directors are required to attend the annual meeting of stockholders, unless unable to do so due to extraordinary circumstances. All directors attended the annual meeting of stockholders in 2024, and all directors are expected to attend the 2025 Annual Meeting.

Board Meetings

The Board met eleven times in fiscal 2024. For any Board meeting, the presence of a majority of the directors constitutes a quorum, which is required for the Board to transact business. Except as otherwise required by law or our Certificate of Incorporation or Bylaws, Board action requires the vote of a majority of the directors present at a meeting with quorum. Each director has one vote.

Access to Management, Advisors and Records

The Board, the Board committees, and each director are entitled to full direct access to the Company’s management and other personnel and all of its books and records. The Board and its committees have the authority to retain, at the Company’s expense, their own independent advisors as they deem appropriate, without conferring with or obtaining the approval of management.

Executive Sessions of Independent Directors

Our independent directors are ensured adequate opportunity to meet in executive session, without management or non-independent directors present, at each meeting of the Board and the Board committees. The independent directors have established a custom of meeting in executive session at nearly all Board and Board committee meetings.

Stock Ownership Guidelines

Directors are expected to comply with our stock ownership guidelines. Once a director has served on the Board for four years, he or she must maintain ownership of a number of shares of VS&Co common stock equal to the sum of the net shares he or she received as Board compensation over the preceding four-year period. For purposes of these guidelines, “net shares” means the number of shares that would remain if shares received by the director are sold to satisfy any associated tax obligations (assuming a tax rate of 40%) upon receipt.

Director Orientation and Continuing Education

Ongoing director education is an important priority of the Board. Board and Board committee meetings regularly include presentations on educational topics and updates on emerging issues, often from independent third-party experts. In addition, directors are encouraged to participate in and attend, at VS&Co’s expense, additional continuing education programs. The Nominating and Governance Committee provides directors with a list of recommended programs. Directors are supported in attending these and other programs they find beneficial to their development. In fiscal 2024, our independent directors participated in programs such as the National Association of Corporate Directors (NACD) Summit, Stanford Directors’ College, and Women Corporate Directors Summit, expanding their expertise on topics such as artificial intelligence, sustainability, the retail industry, and macroeconomic trends. Lauren Peters completed an intensive program on cybersecurity oversight and was awarded a Certificate of Cybersecurity Oversight by Carnegie Mellon University.

New members of the Board receive a formal orientation designed and implemented under the supervision of the Nominating and Governance Committee. New Board members meet with the CEO, the Chief Financial Officer, the Chief Legal and Chief Human Resources Officer, and other members of management to learn about the Company’s history, business operations, long-term strategic plan, finances, and governance policies.

Performance Evaluations

The Board, each standing Board committee, and each director undergoes a structured annual performance evaluation designed and overseen by the Nominating and Governance Committee. Each director completes a detailed assessment of the Board, each committee on which the director serves, and his or her own performance as a director. The Nominating and Governance Committee reviews each director’s self-assessment and recommends opportunities for improvement. The Board and committee evaluation questionnaires include questions related to Board or committee operations, culture, composition, structure, meetings, meeting materials, communication with management and external advisors, and initiatives the Board or committee should address

CORPORATE GOVERNANCE

in the near future. The Board and each of the standing committees discuss the performance evaluation results and explore ideas for improvement during an executive session of the next Board or committee meeting. In fiscal 2024, the Board evaluation process identified opportunities to optimize the effectiveness of Board and Board committee meetings, including with respect to improving the cohesiveness and strategic focus of meeting materials to support more informed discussions and decisions. 

Board Term Limits and Age Limits

We have not established term limits or age limits for directors. The Board is committed to maintaining an appropriate balance between short-tenured directors with new perspectives and longer-tenured directors with a deep understanding of VS&Co’s history, operations and markets. This commitment is supported by our thorough annual Board performance evaluation process and annual election of all our directors. The Board believes that it can effectively manage and maintain the right balance of Board tenure without hard-line term or age limits.

Service on Other Public Company Boards

Serving on the Board requires a significant amount of time and attention. In order to ensure sufficient time to dedicate to Board duties, any director who is a current CEO or other named executive officer of a public company may serve on no more than one public company board in addition to our Board. Any director who is not a current CEO or named executive officer of a public company may serve on up to three public company boards in addition to our Board. Further, due to the enhanced time commitment associated with being a member of an audit committee, no director may serve on more than three audit committees (including our Audit Committee) at any time.

Directors are required to notify the Chair of the Board prior to accepting any public company director role in order to avoid potential conflicts of interest and to allow the Board to assess compliance with the limitation on public company board service described above.

External Commitments

When evaluating each director’s and candidate for director’s ability to properly discharge his or her duties, the Nominating and Governance Committee considers all relevant outside commitments, including employment, directorship and leadership positions at other companies and non-profit entities. If a director has a change in his or her primary occupation, employer, consulting status, investor status or other personal or professional circumstances that may adversely impact the director’s ability to dedicate the time and attention necessary to the Board, call into question his or her independence, or negatively impact our business or reputation, the director must submit his or her resignation to the Chair of the Board for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or decline the director’s resignation, taking into account all relevant circumstances and the best interests of VS&Co and its stockholders.

Conflicts of Interest and Compliance with Code of Conduct

Directors are expected to avoid any action or relationship that creates, or creates the appearance of, a conflict between VS&Co’s interests and their personal or immediate family’s interests. Directors must make prompt, complete, and continuing disclosure of all facts relating to any actual or potential conflict to the Chair of the Audit Committee. The Chair will then consult with counsel and, as appropriate, the full Audit Committee regarding the resolution of the matter in accordance with applicable law and VS&Co policies.

Directors are expected to comply with all applicable provisions of our Code of Conduct. Directors are also expected to comply with all other applicable policies that may be adopted from time to time, including, but not limited to, our Insider Trading Policy, Related Person Transaction Policy and Global Anti-Corruption Policy.

CORPORATE GOVERNANCE

Compensation Committee Interlocks and Insider Participation

The Human Capital and Compensation Committee is comprised entirely of directors who are not current or former employees of VS&Co or any of its subsidiaries and who qualify as independent under applicable NYSE listing standards and SEC rules. During fiscal 2024, (i) none of the members of the Human Capital and Compensation Committee had any relationships requiring disclosure under the SEC’s related party transaction rules, (ii) none of the members of the Human Capital and Compensation Committee was an executive officer of a company for which one of our executive officers is a director, and (iii) none of our executive officers served as a director or member of the compensation committee of an entity that has an executive officer who is a director of VS&Co or member of the Human Capital and Compensation Committee. Accordingly, no compensation committee interlocking relationships exist between the members of the Human Capital and Compensation Committee and the board or compensation committee of any other company.

Board Committees

The Board has three standing committees: the Audit Committee, the Human Capital and Compensation Committee, and the Nominating and Governance Committee. Each committee is governed by a written charter. The committee charters are posted on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials. As required by the committee charters, the chair of each committee reports to the full Board on the committee’s activities on a regular basis.

The roles and responsibilities of each Board committee are described below. The following table shows the current membership of the Board’s standing committees. An asterisk indicates members of the Audit Committee who the Board has determined qualify as an “audit committee financial expert” in accordance with SEC rules. All directors who serve on our Board committees are independent and meet, as applicable, the heightened independence requirements for audit committee membership and compensation committee membership as required by SEC rules and NYSE listing standards.

* Members of the Audit Committee who the Board has determined qualify as an “audit committee financial expert” in accordance with SEC rules.

CORPORATE GOVERNANCE

The Audit Committee met seven times during fiscal 2024, and each member of the Audit Committee attended all committee meetings held during the year. The key roles and responsibilities of the Audit Committee include, among other duties:

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Corporate Governance Policies and Practices

The following section describes certain of our key corporate governance-related policies and practices. We also maintain a myriad of additional policies related to ethics complaint escalation, anti-corruption, partnering with responsible suppliers, environmental responsibility, product quality, use of company property and more.

Corporate Governance Guidelines

The Board has adopted a set of Corporate Governance Guidelines to support our commitment to sound and effective corporate governance practices. The Corporate Governance Guidelines address the selection of directors, director independence, Board structure and operations, including the size of the Board, executive sessions of independent directors, and Board committees, responsibilities of the Board, director compensation and stock ownership guidelines, and other governance-related matters. The Nominating and Governance Committee periodically reviews the Corporate Governance Guidelines and will recommend to the Board any changes it deems appropriate. The Nominating and Governance Committee also monitors compliance with the guidelines. The Corporate Governance Guidelines are available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials.

Code of Conduct and Ethics Hotline

The VS&Co Code of Conduct applies to all directors, officers, and associates. The Code of Conduct is based on our values and sets forth standards and expectations with respect to honesty, workplace health and safety, civility and anti-harassment, equal opportunity, global trade, conflicts of interest, political engagement, bribery and corruption, protecting personal and business information, insider trading, and related behaviors. All associates are required to certify that they have read and agree to abide by our values and Code of Conduct. Our Code of Conduct also references our VS&Co Speak Up Policy, which reinforces the reporting channels associates may use to report ethics-related issues, provides a high-level framework for how we investigate wrongdoing, and includes additional detail on our commitment that no associate will be subject to retaliation for raising concerns.

The Code of Conduct has been approved by the Board. It is available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials. The Audit Committee must approve any waiver of the Code of Conduct for any director, officer, or executive in the position of Senior Vice President or above. All other waivers must be approved by the Chief Legal Officer or the Chief Ethics and Compliance Officer.

We also maintain an Ethics Hotline where associates may anonymously report potential instances of unethical conduct and potential violations of law or company policies at any time. The Ethics Hotline is accessible to all associates globally by country-specific phonelines or via website, available in ten languages. The Ethics Hotline is operated by an independent third party and provides translation services to support associates who call and wish to make reports in a language other than English. We are committed to undertaking a fair, prompt and, when possible, confidential review of concerns reported to the Ethics Hotline.

Insider Trading Policy

The VS&Co Insider Trading Policy prohibits insider trading and certain other transactions of our common stock. The policy applies to all directors, officers, associates, consultants and contractors of VS&Co. The Insider Trading Policy provides that any person who is aware of material nonpublic information about VS&Co is prohibited from trading our securities and from disclosing material nonpublic information to other persons who may trade on the basis of that information. Certain individuals who are more likely than others to have material nonpublic information about us, including directors, are subject to additional restrictions, such as specified trading windows, pre-clearance requirements, and transaction reporting.

The Insider Trading Policy also prohibits our directors, executive officers, and other associates who have frequent or special access to material nonpublic information (“insiders”) from engaging in transactions in publicly-traded put options, call options, or other derivatives of our securities, transactions “hedging” the risk of ownership of our securities, including the use of financial instruments such as prepaid variable forwards, equity swaps, and collars, and short sales of our securities. In addition, directors and insiders are prohibited from holding our securities in margin accounts or pledging our securities as collateral for loans. This prohibition applies to all shares held by directors and insiders without exception. Accordingly, none of our directors or executive officers have pledged shares of VS&Co common stock.

CORPORATE GOVERNANCE

Stockholder Outreach

We are committed to ongoing and constructive engagement with our stockholders and consider this crucial to achieving our long-term strategic goals. The Board and executive management team welcome and value dialogue with stockholders and intend to foster transparent engagement with stockholders on a year-round basis. Directors and members of the executive management team are available to meet with stockholders at their request and convenience.

Throughout fiscal 2024, our CEO, Chief Financial Officer, Chair of the Board and other members of our Board and executive management team met with numerous stockholders, prospective investors and investment analysts and participated in several investor conferences. Our engagement and outreach focused on providing visibility and transparency into our business, our performance and our long-term strategic plan, along with other related topics. We also engaged with our stockholders to improve our understanding of their perspectives and priorities; this supports our ability to make fully informed decisions that are in the best interests of our stockholders.

The Board periodically receives reports from management and outside consultants on stockholder and investment analyst feedback.

Communications with the Board

The Board provides a process for stockholders and other interested parties to send communications to the full Board, a specific Board committee, or one or more specific directors, including the independent directors as a group. Stockholders and other interested parties wishing to communicate with the Board may send an email to BoardOfDirectors@victoria.com or mail to: Board of Directors, Four Limited Parkway, Reynoldsburg, Ohio 43068. Communications intended for one or more specific directors should be addressed to her, his, or their attention. Company management previews communications to directors and will send all appropriate communications as addressed. This information is also available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Contact the Board.

Related Party Transactions

The Board has adopted a written Related Person Transaction Policy that governs the review and, if deemed appropriate pursuant to the policy, approval and disclosure of related party transactions. The policy applies to directors, nominees for director, executive officers, stockholders owning 5% or more of our outstanding common stock, and immediate family members of those persons (each, a “related person”). Subject to certain exceptions, any financial or commercial transaction, arrangement or relationship involving VS&Co or one of its subsidiaries, in which a related person has a direct or indirect material interest, must be approved or ratified by the Board or a designated committee consisting solely of independent directors. Examples of transactions that would fall under the scope of the Related Person Transaction Policy include indebtedness, guarantees of indebtedness, the purchase or sale of goods or services, and the lease of real estate. Each director, director nominee, and executive officer must promptly inform the Corporate Secretary of any potential related party transaction, which notice must include a description of the material terms of the transaction. In reviewing any such transaction, the Board or committee will consider all material facts and circumstances and will approve or ratify the transaction only if it determines that the transaction is in, or not inconsistent with, the interests of VS&Co and its stockholders.

Other than employment and compensation arrangements described under “Compensation Discussion and Analysis,” since January 28, 2024, there were no transactions or series of transactions, nor is there any currently proposed transaction, (i) in which VS&Co was or is to be a participant, (ii) the amount involved exceeds $120,000, and (iii) in which any related person had or will have a direct or indirect material interest.

ENVIRONMENTAL AND SOCIAL SUSTAINABILITY

ENVIRONMENTAL AND SOCIAL SUSTAINABILITY

At VS&Co, we champion responsible, forward-looking business practices that drive value for our stockholders. Our ESG strategy is designed to strengthen our ability to deliver quality products that our customers feel good about, sustain resources critical to our supply chain, and empower the people who make and use our products.

Our approach to ESG is deliberate. It is grounded in principles and practices that build trust with our stakeholders, mitigate risk, and keep us ahead of evolving market and regulatory expectations.

Our strategy remains anchored in our unwavering commitment to supporting women. Women are at the heart of everything we do. They are our customers, associates, talent, and partners in our supply chain. Our commitment to women is not just a reflection of our values; it’s a strategic focus on understanding and meeting the needs of our core customers who drive our business success. Read more about our commitment to women in our annual Women’s Impact Report available on the Corporate Responsibility section of our website, www.victoriassecretandco.com, under ESG at VS&Co, ESG Reports.

Priority ESG Issues

To remain competitive and compliant in an evolving global landscape, we continuously assess ESG-related risks and opportunities to our business, as well as the impacts of our operations on society. In 2024, we launched an ESG materiality refresh to account for changes in our business, evolving stakeholder expectations, and regulatory developments since our last assessment in 2022. This process includes engaging with internal and external stakeholders, analyzing industry trends, and evaluating the potential business risk and opportunities of key ESG topics. The assessment prepares us for emerging regulatory reporting requirements, including those under the EU Corporate Sustainability Reporting Directive (CSRD).

As part of this assessment, we are reviewing a range of issues across our value chain. Addressing climate change and protecting human rights in our supply chain remain core areas of focus. To ensure we’re making meaningful progress on these issues, we invest in advancing our traceability, which is the ability to track materials and products through our supply chain.

Traceability, Transparency, and Sourcing Practices

By tracking materials and products from raw materials to finished goods, we gain critical insights into our upstream operations. This allows us to reduce risk of supply chain disruptions, identify cost efficiencies and product quality opportunities, and uphold our standards for ethical practices.

We maintain visibility into all of our finished goods and material producers (Tier 1 and Tier 2 of our supply chain), along with raw material processors and cultivators (Tier 3 and Tier 4) for high impact materials like cotton. Each year, we aim to direct-source approximately one-third of our cotton from four U.S. growers, which helps to reduce supply chain disruptions and ensure a reliable, quality material supply. While direct partnerships with cotton growers are rare in our industry, our collaborative supplier approach is long-standing—over 80% of our core production partners have worked with us for over twenty years. These partnerships drive cost efficiencies, operational stability, and high manufacturing standards.

Our sourcing continues to evolve with the world around us, but one thing remains constant: our commitment to raising the bar with our partners. We’re continuously strengthening our partnerships, setting higher standards, testing new markets, and elevating production capabilities to remain at the forefront of product innovation.