VICTORIA S SECRET (VSCO)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
VICTORIA S SECRET · Meeting: June 11, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Director since 2021; VSCO's 3-year return of +69.4% is essentially in line with the peer group median (+67.5%), a gap of only +1.9pp, well below the 65pp threshold required to trigger a vote against; no overboarding, attendance, or independence concerns.
Director since 2021; TSR trigger does not apply given VSCO's 3-year return is within 2pp of the peer median; serves on VSCO plus two other public boards (IDEXX, First Watch), within the policy limit; no other flags.
Director since 2021; TSR trigger does not apply; serves on VSCO plus two other public boards (Amdocs, Pet Valu), within the limit; serves as Audit Committee Chair and is designated a financial expert; no other flags.
Director since 2021; TSR trigger does not apply; current board commitments are limited (MediaCo plus VSCO); no overboarding, attendance, or independence concerns.
Director since 2023; as a sitting CEO he is permitted one outside board seat beyond his own company under policy (he holds VSCO only as an outside seat); TSR trigger does not apply; no other flags.
Director since 2025, joining within the past 24 months and therefore fully exempt from the TSR trigger under policy; strong retail executive background with no overboarding or independence concerns.
Director since 2022; TSR trigger does not apply; current public board commitments are limited to VSCO; no overboarding, attendance, or independence concerns.
Director since 2021; TSR trigger does not apply; serves on VSCO plus two other public boards (Allegion, La-Z-Boy), within the limit; designated audit committee financial expert; no other flags.
Director since 2021; TSR trigger does not apply; serves on VSCO plus one other public board (Janus Henderson); seasoned governance expert with no overboarding, attendance, or independence concerns.
CEO and director since August 2024, joining within the past 24 months and therefore exempt from the TSR trigger under policy; non-independent status is appropriate and disclosed; no other flags.
All ten nominees pass the policy screens: VSCO's 3-year total shareholder return of +69.4% trails the compensation peer group median of +67.5% by only +1.9 percentage points, far below the 65pp threshold required to trigger an against vote for a company with a strong positive return. No director is overboarded, all attend at least 75% of meetings, committee independence is properly maintained, and two recently joined directors (McCreight and Super) are fully exempt from the TSR trigger. Vote FOR all ten nominees.
Say on Pay
✓ FORCEO
Hillary Super
Total Comp
$14,381,494
Prior Support
76%%
CEO Hillary Super received total compensation of approximately $14.4 million, which is reasonable for a CEO of a $4.2B specialty retailer undergoing a meaningful turnaround — comparable-store sales grew 5%, adjusted earnings per share rose 12%, and the stock returned +173% over the past year. The pay program is heavily weighted toward variable pay (approximately 79% of NEO pay is at-risk per the proxy), including a long-term incentive plan using three-year operating income goals and relative total shareholder return, which are appropriate, hard-to-manipulate performance metrics; the 2023 performance stock award vested at 86% of target, reflecting actual performance discipline. Prior-year say-on-pay support was 76%, above the 70% threshold, and the company engaged shareholders holding 42% of outstanding shares with no compensation-specific concerns raised, so no remediation obligation is triggered.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,269,000
Non-Audit Fees
$300,000
Non-audit fees (audit-related fees of $185,000 plus tax fees of $115,000 = $300,000) represent approximately 5.7% of audit fees ($5,269,000), well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for a $4.2B market-cap company. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire under policy; this absence is noted as a minor negative but does not change the vote. No material restatements are identified.
Overall Assessment
The 2026 VSCO annual meeting ballot contains three standard proposals: director elections, say on pay, and auditor ratification. The policy supports FOR votes on all three — the board slate is clean on TSR, overboarding, and independence screens; the compensation program is performance-oriented and reasonably sized given strong fiscal 2025 results; and EY's non-audit fee ratio is minimal at under 6%.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing