Protect Victoria's Secret & Co.'s Momentum

Protect Victoria's Secret
& Co.'s Momentum

VS&Co’s Transformation is Creating Value for Shareholders

Since the announcement of Ms. Super’s appointment in August 2024, VS&Co has delivered a total shareholder return (“TSR”) of 141%, significantly outperforming the peer group used by research analysts, the S&P 500 Consumer Discretionary Distribution Retail index and the S&P 600.1

152%

Total shareholder returns since CEO Hillary Super's appointment

Total shareholder returns since announcement of CEO Hillary Super's appointment on August 14, 2024
+159%

Outperformance vs. peers used by research analysts

Median of latest analyst research target prices as of May 8, 2026 measured against median of latest analyst research target prices as of August 13, 2024, the date before the public announcement of Ms. Super’s appointment
+110%

Outperformance vs. the S&P Consumer Discretionary Distribution & Retail Index

+124%

Outperformance vs the S&P 600

1. Source: FactSet as of May 15, 2026, measured against price at close on unaffected date of August 13, 2024, the date before the public announcement of Ms. Super’s appointment. Analyst peer group includes peers referenced by at least one analyst in initiating coverage research reports and is comprised of Abercrombie & Fitch, American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carters, Torrid, Lululemon, Aritzia, Bath & Body Works, Capri, Dillard’s, Genesco, J.Jill, Kohl’s, Macy’s, The Children’s Place, Tilly’s, Tapestry, Zumiez, H&M, Industria de  Diseno Textil (Inditex) and Vera Bradley . The S&P 500 Consumer Discretionary Distribution & Retail Index is a point of comparison referenced by BBRC in its public letter dated May 4, 2026.
2. Median of latest analyst research target prices as of May 15, 2026, measured against median of latest analyst research target prices as of August 13, 2024, the date before the public announcement of Ms. Super’s appointment. % of Buy Ratings includes analyst research reports that issue price targets.
152%

Total shareholder returns since CEO Hillary Super's appointment

Total shareholder returns since announcement of CEO Hillary Super's appointment on August 14, 2024
+159%

Outperformance vs. peers used by research analysts

Median of latest analyst research target prices as of May 8, 2026 measured against median of latest analyst research target prices as of August 13, 2024, the date before the public announcement of Ms. Super’s appointment
+110%

Outperformance vs. the S&P Consumer Discretionary Distribution & Retail Index

+124%

Outperformance vs the S&P 600

Source: FactSet as of May 15, 2026, measured against price at close on unaffected date of August 13, 2024, the date before the public announcement of Ms. Super’s appointment. Analyst peer group includes peers that at least one analyst references in research reports (from June, 2025) and is comprised of Abercrombie & Fitch, American Eagle, Gap, Urban Outfitters, Levi, Buckle, Carter’s, Torrid, Lululemon, Aritzia, Bath & Body Works, Capri, Dillard’s, Genesco, J.Jill, Kohl’s, Macy’s, The Children’s Place, Tilly’s, Tapestry, Zumiez, H&M, Industria de Diseno Textil and Vera Bradley. The S&P 500 Consumer Discretionary Distribution & Retail Index is a point of comparison referenced by BBRC in its public letter dated May 4, 2026

The Path to Potential Strategy is Driving VS&Co’s Transformation and Unlocking Value

Supercharge Our Bra Authority

Reasserted leadership in bras

Recommit to PINK

Reignited PINK, delivered strongest growth year in a decade

Fuel Growth in Beauty

Grew $1B business with Bombshell, America's #1 fragrance

Evolve our Brand Projection and Go-to-Market Startegy

Grew our customer file for the first time in years and are gaining market share

Your vote on the WHITE card protects this strategy.

Protecting VS&Co's Momentum — A Direct Message From Our Board

Our Board addresses the strategy driving VS&Co's transformation and why they remain confident in delivering long-term value for shareholders.

Our Director Nominees

Regular Refreshment

Three new independent, highly qualified directors added since 2022.

The Right Skills

The Board has the right mix of skills and perspectives to continue creating value for shareholders.

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Hillary Super
Chief Executive Officer, Victoria’s Secret & Co.
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Donna James
President and Chief Executive Officer, Lardon & Associates
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Irene Chang Britt
Former President and Divisional Chief Executive Officer, Pepperidge Farm
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Sarah Davis
Former President, Loblaw Companies Limited
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Jacqueline Hernández
Founder and Chief Executive Officer, New Majority Ready
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Rod Little
Chief Executive Officer, Edgewell Personal Care Company
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David McCreight
Former Interim Chief Executive Officer, CarMax, Inc.
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Lauren Peters
Former Chief Financial Officer, Foot Locker, Inc.
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Anne Sheehan
Former Chair of Investor Advisory Committee, Securities and Exchange Commission

Hillary Super

Hillary Super is a dynamic and transformative retail leader with over three decades of experience driving growth and innovation across renowned fashion brands. As CEO and board member of Victoria’s Secret & Co., she combines her extensive industry and merchant expertise, creative insight, and operational discipline to drive the company’s transformation and execute long-term strategic initiatives.

With a keen understanding of consumer preferences, including a deep understanding of the intimates, apparel, and beauty categories, Hillary excels at spotting trends and driving brand resonance. She has a talent for assembling high-performing teams and amplifying their ideas into bold, high-impact outcomes. Before joining VS&Co, she served as CEO and board member of Savage X Fenty, where she showcased her ability to understand and cater to consumer needs while staying ahead of market trends.

Prior to that, Hillary was the Global CEO of Anthropologie Group, where she successfully led the turnaround of the women’s apparel and accessories business, positioning the brand as a global lifestyle leader across fashion, beauty, and home.

Earlier in her career, Hillary held key merchandising and operational leadership roles at  Gap, Old Navy, American Eagle Outfitters, and Guess?.  Through these roles, she earned a reputation as a visionary leader, trusted for her expertise in women’s retail, brand evolution, and her ability to forge strong connections with customers.

Today, Hillary’s passion for building high-performing teams, delighting the customer at every turn and understanding consumer behavior continues to shape the future of Victoria’s Secret & Co., further cementing its place as the leader in the intimates industry.

Donna James

Donna is a seasoned veteran of public company boardrooms, having served as a director at ten public companies over the past two decades. Donna’s financial expertise and leadership experience as an executive and public company director, coupled with her deep understanding of VS&Co, its history, and the industry in which it operates, equip her with the wisdom and skills to effectively lead the VS&Co Board. She was instrumental in the CEO search process and the creation of the Company’s Path to Potential strategy. 

Donna is also a proven value-creator, evidenced by an average total shareholder return of 349%, outperforming the S&P 500 by 196% during her time on multiple public company boards.1 Donna is not afraid to ask tough questions and challenge management’s strategies and assumptions. She engages regularly with the investor community and is a valued sounding board for the CEO and other members of the executive leadership team. 

1. Source: FactSet (5/15/26), Company filings. Total shareholder returns’ average over length of tenure are compared against S&P 500 average and assume dividends are re-invested on ex-dividend date. Donna James’s directorship at Marathon Petroleum includes her position as independent director from July 2011 through October 2018 but not subsequently as board advisor. Other directorships included are Victoria’s Secret, Hartford Insurance, American Electric Power, Boston Scientific, Bath & Body Works, Time Warner, Coca-Cola Europacific Partners and CNO Financial Group.

Irene Chang Britt

Irene has a broad range of experience and skills pertinent to global business operations, especially within the retail industry, gained from her numerous leadership positions and public directorships, including at sector-leading consumer companies. Irene led Campbell’s second largest global reportable segment, with net sales exceeding $2.4 billion annually during her tenure. She has significant experience in business transformation and is an expert in human capital management, branding, and marketing.

Irene is a thoughtful and strategic leader of the Human Capital and Compensation Committee. As Chair of the committee, Irene leads the critical work of overseeing VS&Co’s executive compensation program and succession planning for the executive management team. She guided the development of VS&Co’s inaugural executive compensation program and is constantly exploring ways to more effectively motivate executives and integrate their interests with those of our stockholders.

Sarah Davis

A seasoned public company executive and director, Sarah served as Chief Financial Officer, Chief Administrative Officer, and President of Loblaw Companies Limited, one of Canada’s largest omnichannel retailers of grocery, pharmacy, and beauty products with over $53 billion CAD in revenue in fiscal 2021. At Loblaw, Sarah had a broad portfolio of responsibilities including corporate strategy, supply chain, information technology, real estate, and human resources. When Sarah retired from the company in 2021, the Loblaw loyalty program had 16 million members, almost one for every household in Canada.

Sarah brings value to the VS&Co Board through her corporate finance expertise and public company board experience. Her knowledge as an accountant and experience in various executive leadership roles are critical to leading the strategic and oversight functions of the Audit Committee.

Jacqueline Hernández

Jacqueline brings business and cultural fluency in many of VS&Co’s key markets, notably U.S. Hispanic and North America. As VS&Co develops and executes its go-to-market strategy through the lens of a product-led entertainment brand, the Board and management team benefit greatly from Jacqueline’s insights and experience in brand transformation and multimedia marketing.
  
When it comes to multicultural and youth consumer marketing, Jacqueline is an expert. Her business leadership experience makes her a trustworthy authority on long-term and short-term strategic planning, brand transformation, and consumer insights.

Rod Little

Rod brings 30 years of experience in the global consumer goods industry, significant public company leadership and finance experience, and a strong track record of driving results. As Chief Executive Officer of Edgewell Personal Care Company, one of the world’s largest manufacturers and marketers of personal care products in the shaving, grooming, sun and skin care categories, Rod accelerated growth and margin expansion of a highly profitable business.

Rod has also served as Chief Financial Officer for three publicly traded companies. Before beginning his career in the consumer goods industry, Rod served as an officer in the United States Air Force for five years.
 
As the CEO of a multinational, publicly traded consumer products company with decades of experience in the industry, Rod’s guidance strengthens our ability to unlock long-term stockholder value through informed oversight of our strategic initiatives.

David McCreight

David has over twenty years of executive leadership experience leading prominent retail brands in highly competitive and fast-evolving marketplaces. He is an expert in omnichannel retail strategy and brand transformation, especially within the women’s apparel and accessories industry.

David served as Chief Executive Officer of Lulu’s Fashion Lounge, Inc., a digitally-native fashion brand, and as President of URBN, Inc., a multi-billion dollar, multi-brand, multi-channel international retailer. David also served as Chief Executive Officer of Anthropologie, where he led the company’s transformation from a store-centric brand to a best-in-class omnichannel platform while enhancing the brand experience.

David’s vast retail experience and expertise bring significant value to the VS&Co Board, especially as the Board oversees the refinement and execution of our long-term strategic growth plan.

Lauren Peters

Lauren is a seasoned financial executive and Certified Public Accountant with over 30 years of financial experience in the retail industry. During her executive career at Foot Locker, Lauren led development of the strategic planning process, digital transformation, and several acquisitions and divestitures.

Her leadership experience with consumer focused, omnichannel, global retailers, together with her financial and strategic planning expertise and public company board experience, make her an asset to the VS&Co Board.

Lauren’s accomplishments as Chief Financial Officer of Foot Locker are evident in the way she provides strategic counsel and guidance to the VS&Co Board and Audit Committee. Lauren knows what it takes to be successful in the competitive specialty retail environment.

Anne Sheehan

Anne is a renowned governance expert, having served as Chair of the SEC’s Investor Advisory Committee for eight years and as Director of Corporate Governance at CalSTRS, one of the largest pension funds in the United States, for ten years.

In these and other roles, Anne was a leader in navigating complex legislative, regulatory, and shareholder relations affairs. Anne is a founder of the Investor Stewardship Group and serves on the advisory board of the Rock Center for Corporate Governance at Stanford Law School. Anne utilizes her deep knowledge, understanding of investor perspectives, and experience in all aspects of corporate governance to lead the Nominating and Governance Committee and provide valuable insight to the Board.

Anne has seen it all when it comes to corporate governance and investor relations. She is a trusted leader in this space and knows the players, options, risks, and opportunities.

Your Board is Overseeing a New Phase of Momentum

The Board’s actions have directly resulted in VS&Co’s successful turnaround. Continuing this momentum and creating long-term shareholder value remain the Board’s top priorities.

Decisive action to strengthen leadership – appointed Hillary Super as CEO
Supported the management team as they execute the Path to Potential strategy
Drove operational discipline through targeted investment in stores, digital and customer experience; emphasis on higher-quality sales; increased focus on cost control
Oversaw refresh of over half of the senior leadership team following Hillary’s appointment

Track Record of Engagement with BBRC

The Board is disappointed that BBRC and its Chairman, Brett Blundy, have launched a campaign that appears to be a response to the Board's decision not to appoint him as a director. Engagement has unfolded as follows.

2021—2023

Early engagement

Across multiple years of interactions, Mr. Blundy's primary focus has been to obtain a Board seat.

2023

First evaluation

At Mr. Blundy's request for a Board seat, the Board conducted a thorough and independent evaluation of his candidacy for the first time.

January 2024

Board rejected Mr. Blundy

After a thorough evaluation, the Board rejected Mr. Blundy's candidacy due to concerns over the significant reputational risk appointment would pose to VS&Co.

May 2025

Board adopted a rights plan

Following BBRC's rapid increased share accumulation, the Board adopted a limited-duration shareholder rights plan designed to protect the best interests of all shareholders.

Fall 2025

Board rejected Mr. Blundy a second time

Mr. Blundy once again requested to be appointed to the Board, and following a thorough vetting process, the Board rejected Mr. Blundy's candidacy, concluding his appointment would introduce serious reputational, legal, conflict-of-interest, and governance risks.

November 2025

Board offered resolution

The Board proposed a framework for a collaborative resolution — a mutually agreed director, input on a capital-allocation review, and a longer-term information-sharing agreement.
Mr. Blundy responded by repeatedly demanding to be added to the Board and threatening a proxy contest

May 2026

BBRC launched proxy contest

BBRC launched a withhold campaign. The Board remains focused on executing the Path to Potential strategy.

The Path Forward

The Board Remains Focused on Delivering Value for Our Shareholders

The Board has full confidence in the Path to Potential strategy and the leadership team's ability to continue executing, and unanimously supports VS&Co’s Chair Donna James.

We believe BBRC's proxy campaign distracts from the progress the Company is making and threatens the momentum of its Path to Potential strategy.

Vote on the WHITE card to continue creating value at Victoria's Secret & Co.

Use the WHITE proxy card and vote "FOR" all nine VS&Co nominees ahead of the June 11 Annual Meeting.