UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

VICTORIA’S SECRET & CO.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Letter from Our

CHIEF EXECUTIVE OFFICER

Letter from the

CHAIR OF OUR BOARD

Victoria’s Secret & Co.

Notice of Annual Meeting of
Stockholders

To Our Stockholders:

Notice is hereby given that the 2026 Annual Meeting of Stockholders of Victoria’s Secret & Co. (“VS&Co”) will be held virtually via live audio webcast on Thursday, June 11, 2026, at 8:30 a.m. Eastern Time. Stockholders may participate in, vote, and submit questions during the 2026 Annual Meeting online at www.proxydocs.com/VSCO. At the meeting, stockholders will be asked to vote on the following proposals:

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 15, 2026 are entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournments or postponements thereof.

Attending the Meeting

In an effort to encourage all of our stockholders to attend the 2026 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 2026 Annual Meeting will be conducted exclusively online via live audio webcast. Stockholders will not be able to attend the 2026 Annual Meeting in person.

To participate in the 2026 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 2026 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,

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 goals, intentions, beliefs and expectations. Words such as “estimate,” “commit,” “will,” “target,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” or the negative of these words 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:

All forward-looking statements are made only as of the date of this Proxy Statement. 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 Proxy Statement 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 20, 2026.

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, “2025” and “fiscal 2025” refer to the 52-week period ended January 31, 2026, “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 2025 and fiscal 2024 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,

Table of

Contents

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 11, 2026 (the “2026 Annual Meeting”) and any adjournments or postponements thereof. This Proxy Statement is dated as of May 1, 2026 and is first being sent or otherwise made available to stockholders of record on or about May 1, 2026.

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 January 31, 2026 (the “2025 Annual Report”). This Proxy Statement, the Notice of Annual Meeting of Stockholders, and the 2025 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.

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, 28 Liberty Street, Floor 53, 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.

How to Attend the Annual Meeting

The 2026 Annual Meeting will be held virtually via live audio webcast on Thursday, June 11, 2026 at 8:30 a.m. Eastern Time. Stockholders will not be able to attend the 2026 Annual Meeting in person. To participate in the 2026 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.

During the virtual meeting, stockholders will be able to submit questions and make written statements using 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 2026 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 2026 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 15, 2026 (the “Record Date”) can vote at the 2026 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 2026 Annual Meeting.

We do not know of any other matters that will be considered at the 2026 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 and in accordance with the recommendations of the Board.

The order of business of the 2026 Annual Meeting and all matters relating to the manner of conducting the meeting will be determined by the chair of the meeting. The 2026 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.

Board of Directors Nominees

The following table provides key information about each of our director nominees. Our Board believes that the following nominees as a collective group have the skills, experience, character, and backgrounds to provide effective oversight of VS&Co and shepherd long-term sustainable growth and value for our stockholders. The Board recommends a vote “FOR” each of the director nominees presented in this Proxy Statement.

(1) Audit: Audit Committee

HCCC: Human Capital and Compensation Committee

NomGov: Nominating and Governance Committee

(2) Financial Expert: Members of the Audit Committee who the Board has determined qualify as an “audit committee financial expert” under SEC rules.

Company Overview

Victoria’s Secret & Co. is a specialty retailer of women’s intimates and other apparel and beauty products marketed under the Victoria’s Secret, PINK and Adore Me brand names. We have approximately 860 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 560 stores in approximately 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, complemented by an industry-leading beauty business. Victoria’s Secret and PINK strive to inspire confidence, spark joy and celebrate sexy. Additionally, Adore Me, our digitally-native intimates brand serves women across budgets and lifestyles. We offer a range of products including signature bras, panties, lingerie, sleepwear, apparel, sport and swim, as well as prestige fragrances and body care.

Brands

History

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 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 and now serves as Chief Financial and Operating Officer. Mr. Sekella has extensive and diverse retail experience identifying and accelerating strategies that strengthen performance and enhance profitability.

Financial Performance

At the beginning of 2025, we laid out our Path to Potential strategy built on four pillars: supercharging our bra authority, recommitting to PINK, fueling growth in beauty, and evolving our brand projection and go-to-market strategy. We aligned our leadership structure around our brands and strategy. Our strategy, which is focused on creating emotionally compelling product, building brand heat and deepening our connection with the customer, was highlighted by the Victoria’s Secret Fashion Show in October 2025. Throughout the year, we executed our strategy with focus and discipline, driving comparable sales up 5%. Additionally, gross profit increased $100 million, or 4%, compared to 2024, despite net tariff pressure of approximately $85 million in 2025.

We achieved the following results during fiscal 2025:

(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 and adjusted operating income rate are non-GAAP financial measures. A reconciliation of adjusted operating income and adjusted operating income rate to the most directly comparable GAAP financial measures can be found in Appendix A.

(3) Adjusted net income per diluted share is a non-GAAP financial measure. A reconciliation of adjusted net income per diluted share to the most directly comparable GAAP financial measure can be found in Appendix A.

Looking ahead, we will remain focused on managing costs, while continuing to invest in product innovation, brand strength and the customer experience. Together with the solid operational foundation we have built, we believe these efforts position us to scale effectively and give us confidence in our ability to drive sustainable long‑term value for our stockholders.

Path to Potential

We are operating from a position of strength. As the world’s largest intimate apparel company, we have a powerful foundation for growth with a leading market share, tens of millions of active and loyal customers and one of the most engaged brand communities on social media.

We build on this strength by evolving our business, leading the industry and unlocking new opportunities. Our growth plan, which we call “Path to Potential,” is built around four key priorities that we believe will allow us to strengthen Victoria’s Secret and PINK and evolve how we go to market and connect with our customers. These priorities are designed to accelerate growth, differentiate our brands and reinforce our authority in North America and internationally.

Supercharge Our Bra Authority

We will build on our industry-leading bra authority to be her number one destination for all bras:

• Bras are at the center of the Victoria’s Secret brand. We are focused on delivering a compelling bra assortment that meets her evolving and diverse lifestyle needs through a consistent pipeline of fashion and innovation and industry-leading fit and function.

• We are strengthening our marketing message and elevating the omnichannel experience to educate our customer with authority, anchored through our in-store bra fitting expertise. This expertise is a key differentiator, enabling us to deepen emotional connections and build long-term customer relationships.

• When we win in bras, we strengthen the Victoria’s Secret brand overall, which extends into adjacent categories like sport, swim, and sleep, allowing us to serve her across more occasions in her life.

Recommit to PINK

PINK has long been a brand with deep emotional connections for young women. We are recommitting to PINK by revitalizing our brand relevance and market position with this core customer:

• We are building PINK as an apparel-led lifestyle brand, anchored by icon styles and supported by a consistent cadence of fashion newness across apparel and intimates.

• We are deepening our relationship with the customer by understanding her more deeply and meeting her where she engages digitally and culturally, through entertainment, community and culture-driven experiences designed to connect with her in the way she prefers.

Fuel Growth in Beauty

We have a powerhouse global beauty business that customers love. Scent, which is at the center of our beauty portfolio, drives loyalty like few other categories can and further diversifies our business model from a category and geography perspective:

• Scent is our secret weapon in beauty and we deliver compelling offerings across fine fragrance, mists and other products, with seasonal refreshment to excite our customers. Through scent, we build connections to the moments that matter most in her life. Our award-winning Bombshell fragrance exemplifies this connection.

• Beauty is also an important component of our international business, with partner owned and operated beauty-only stores and distribution through travel retail at the world’s premier travel hubs. This global footprint expands brand awareness and strengthens our connection with customers worldwide.

• We are investing in continued growth of beauty by building on our industry-leading fragrance business and expanding into new opportunities, including a differentiated beauty offering for PINK.

Evolve Our Brand Projection and Go-To-Market Strategy

As culture, technology, and shopping behaviors shift, so must our go-to-market strategy. By staying true to our identity while adapting how we engage, inspire, and serve, we will deepen connections with existing customers and attract new customers while strengthening loyalty and driving long-term growth:

• We are creating stronger differentiation between Victoria’s Secret and PINK in everything from product to marketing to experience. We will ensure that each brand is distinct but also complementary in a single ecosystem.

• We are elevating Victoria’s Secret as sexy, glamorous and luxurious while modernizing PINK to be bold, playful and irreverent.

• We are becoming more agile and culturally connected, creating real-time moments that resonate with our customers and keep us at the center of conversation.

• We are leveraging the full marketing funnel and building brand centric, best-in-class omnichannel experiences to engage with her on her terms.

Key Enablers

To successfully fuel growth, deepen customer loyalty and elevate our brands, we must operate with focus, agility and excellence. We are reinforcing three essential capabilities that we believe will empower us to move faster, innovate more boldly and deliver a seamless experience across every touchpoint. These enablers will ensure that our strategy is not just aspirational; it is actionable, sustainable and built to drive results.

• Customer-Centric Performance Culture: By deeply understanding our customers, including how they shop, what they value and what inspires their loyalty, we will create stronger connections, drive repeat engagement and fuel sustainable growth. A culture centered on the customer empowers associates to innovate and deliver experiences that not only meet her expectations but exceed them, turning transactions into lasting relationships.

• Evolved Product Development Process: We are moving to a product development process with multiple tracks tailored to specific needs, making our teams faster, more agile and more innovative not just in bra development but also apparel, beauty and adjacent categories.

• Efficient Operating Model: We are focused on doing fewer things better, investing where it matters most to our customers and streamlining costs in non-customer-facing areas.

The Road Ahead

This strategy is more than a plan; it is a commitment to elevating our brands, winning the next generation of customers and reinforcing our leadership in intimate apparel and beyond. We have aligned our leadership structure to ensure our brands have the dedicated talent and expertise necessary to deliver our Path to Potential strategy. With clarity, discipline and a relentless focus on our customer, we can unlock new levels of growth, innovation and impact, delivering value for our associates, our customers and our stockholders.

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:

Executive Compensation Highlights

Our executive compensation program is 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

The VS&Co Board is currently comprised of ten directors. Each director is elected annually by our stockholders to serve a one-year term expiring at the next annual meeting of stockholders. At the 2026 Annual Meeting, stockholders will be asked to elect ten directors who will serve on our Board until the 2027 annual meeting of stockholders and their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. All of the ten nominees for election as director at the 2026 Annual Meeting are incumbent directors who currently serve on our Board.

Our Board is composed 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, e-commerce, strategic planning, risk management, international business development, brand transformation, and consumer marketing. Through their unique backgrounds, skills, and qualifications, each of our director nominees brings a wealth of knowledge, experience and expertise to our Board. 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.

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 2026 Annual Meeting. Each nominee has consented to be named as a nominee and stand for election at the 2026 Annual Meeting. We know of no reason why any nominee would be unable or unwilling to serve as director, but if such an event should occur, 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, that director will tender his or her resignation 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.

Director Nominees

Corporate Governance

We are committed to strong and effective corporate governance, an attribute we consider critical to achieving long-term value for our stockholders. We continue to evaluate our governance practices and tailor them to be functional and to evolve in response to our ever-changing needs and business, legal and social environments.

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.

Overseeing the development, refinement, and execution of our long-term strategic growth plan is a key role of the Board. The Board meets annually for a multi-day strategy session devoted to understanding how the executive management team is evolving and implementing the strategic plan. During regular and special Board meetings throughout the year, the Board receives updates from the CEO and other executives on strategic plan progress and delves deeper into key initiatives and relevant risks and opportunities. The Board is fully aligned with and supportive of the Path to Potential strategy that the CEO and her leadership team are executing. The Board considers the strategy to be effective at building stockholder value and positioning VS&Co for long-term success through focused investments in product innovation, brand evolution, and operational efficiency. The Board believes these efforts will differentiate VS&Co in the market and further ignite brand passion, increase customer loyalty, and drive sustainable growth. See “Path to Potential” above for additional detail on the long-term strategic growth plan.

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 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. In her role as Chair, Donna draws on her expansive knowledge about VS&Co and experience with the company and its former parent company, having served on the board of directors of L Brands for many years. As Chair of the Board, she represents the Board in communications with stockholders and other stakeholders, provides instruction on which topics and issues warrant 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. Given the current strategic direction and ownership and leadership structure of the Company, we believe the separation of the roles of Chair and CEO is ideal. 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.

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 and other risks from 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 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.