DEF 14A of Victoria's Secret & Co., Apr 28, 2025

DEF 14A of Victoria's Secret & Co.

Filed Apr 28, 2025 · FY20240001193125-25-100634

Open on EDGAR

  1. CONTENTS

    | 35 | | | Human Capital Management | | | 37 | | | Director Compensation | | | 39 | | | Compensation Discussion and Analysis | | | 44 | Compensation Governance Processes | | 46 | NEO Compensation Components | | 53 | Compensation Governance | | 55 | Compensation Committee Report | | 56 | Executive Compensation Tables | | 68 | CEO Pay Ratio | | 69 | Pay Versus Performance | | 73 | | | PROPOSAL TWO: Advisory Approval of Compensation of Named Executive Officers | |

  2. Executive Compensation Highlights

    | • | Balances internal and external measures of performance as demonstrated by our performance share unit (“PSU”) long-term incentive program, which uses both internal goals related to operating income, including stretch financial goals, and relative total shareholder return, both over a three-year measurement period |

  3. Executive Compensation Highlights

    | • | Assesses compensation levels based on an appropriate peer group within our industry |

  4. Executive Compensation Highlights

    | • | Ties the short-term incentive plan for executive vice presidents and above with our stated goal of being a growth company through the use of operating income and revenue as our performance metrics |

  5. Executive Compensation Highlights

    | • | Focuses the leadership team on initiatives that are designed to unlock longer-term potential at VS&Co but may not show up in short-term financial performance. For 2024, this supplemental scorecard drove achievement of goals around expanding sales through our loyalty program, shortening product lead times, and building infrastructure for the go-forward business |

  6. ELECTION OF DIRECTORS

    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.

  7. ELECTION OF DIRECTORS

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

  8. ELECTION OF DIRECTORS

    | VS&Co | 2025 PROXY STATEMENT | 7 |

  9. ELECTION OF DIRECTORS

    Director Nominees

  10. ELECTION OF DIRECTORS

    | Chair of the Board Independent Age: 67 Director Since: 2021 Board Committees • Audit • Nominating and Governance | Public Company Directorships • American Electric Power (NASDAQ: AEP), a public utility holding company, 2022 – present* • The Hartford Financial Services Group (NYSE: HIG), an investment and insurance company, 2021 – present • Boston Scientific Corporation, a global developer, manufacturer and marketer of medical devices, 2015 – 2023 • Marathon Petroleum Corporation, an integrated downstream energy company, 2011 – 2018 • Time Warner Cable Inc., a provider of video, data and voice services, 2009 – 2016 • CNO Financial Group, a holding company of insurance companies, 2007 – 2011 • Coca-Cola Enterprises, Inc., a multinational nonalcoholic beverages manufacturer and distributor, 2005 – 2012 • L Brands, Inc., the former parent company of VS&Co, 2003 – 2021 *Donna will not stand for reelection as a director of American Electric Power at the company’s 2025 annual meeting of shareholders. Professional Experience • President and Chief Executive Officer, Lardon & Associates LLC, a business and executive advisory services firm, 2006 – present • Chairman, Financial Settlement Services Agency, Inc., 2005 – 2006 • President, Nationwide Strategic Investments, a division of Nationwide Mutual Insurance Company, 2003 – 2006 • Chairman and Manager, Nationwide Strategic Investment Fund, LLC, 2003 – 2006 • Executive Vice President and Chief Administrative Officer, Nationwide Mutual Insurance Company and Nationwide Financial Services, 2000 – 2003 Key Skills and Qualifications • Strategic Planning • Risk Management • Business Operations • Public Company Finance • Human Capital Management • Corporate Governance What does Donna James bring to the VS&Co Board? 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. 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. |

  11. ELECTION OF DIRECTORS

    | 8 | VS&Co | 2025 PROXY STATEMENT |

  12. ELECTION OF DIRECTORS

    | Independent Age: 62 Director Since: 2021 Board Committees • Audit • Chair of Human Capital and Compensation | Public Company Directorships • IDEXX Laboratories, Inc. (NASDAQ: IDXX), a veterinary animal health care innovator, 2023 – present • First Watch Restaurant Group, Inc. (NASDAQ: FWRG), daytime dining restaurants, 2023 – present • Brighthouse Financial, Inc., a leading provider of annuities and life insurance, 2017 – 2023 • TerraVia Holdings, Inc., a food, nutrition and specialty ingredient company, 2016 – 2018 • Tailored Brands Inc., formerly Men’s Warehouse, Inc., 2015 – 2020 • Dunkin’ Brand Group Inc., a leading franchisor of quick service restaurants, 2014 – 2020 • Sunoco, a fuel distribution company, 2011 – 2012 Professional Experience • Chief Executive Officer, ICB Enterprises LLC, a consulting firm, 2015 – present • President and Divisional Chief Executive Officer, Pepperidge Farm, a Campbell Soup Company brand, 2012 – 2015 • Senior Vice President of Global Baking and Snacking, Campbell Soup Company, 2012 –2015 Key Skills and Qualifications • Brand Transformation • Strategic Planning • Risk Management • Executive Compensation • Consumer Marketing • Public Relations What does Irene Chang Britt bring to the VS&Co Board? 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 deep 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. |

  13. ELECTION OF DIRECTORS

    | VS&Co | 2025 PROXY STATEMENT | 9 |

  14. ELECTION OF DIRECTORS

    | Independent Age: 57 Director Since: 2021 Board Committees • Chair of Audit • Nominating and Governance | Public Company Directorships • Amdocs (NASDAQ: DOX), a leading software and digital services provider, 2021 – present • Pet Valu (TSX: PET), a Canadian retailer of pet food and related supplies, 2021 – present • AGF Investments, an investment management firm, 2014 – 2022 Professional Experience • President, Loblaw Companies Limited, a grocery, pharmacy and beauty retailer, 2017 – 2021 • Chief Administrative Officer, Loblaw Companies Limited, 2014 – 2017 • Chief Financial Officer, Loblaw Companies Limited, 2010 – 2014 Key Skills and Qualifications • Public Company Finance • Strategic Planning • Risk Management • Operations • Mergers and Acquisitions • Women’s Advocacy What does Sarah Davis bring to the VS&Co Board? 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 omni-channel retailers of grocery, pharmacy, and beauty products. 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. |

  15. ELECTION OF DIRECTORS

    | 10 | VS&Co | 2025 PROXY STATEMENT |

  16. ELECTION OF DIRECTORS

    | Independent Age: 59 Director Since: 2021 Board Committees • Human Capital and Compensation • Nominating and Governance | Public Company Directorships • MediaCo Holding Inc. (NASDAQ: MDIA), a multimedia company focused on radio and digital advertising, premium programming and events, 2024 – present • Isos Acquisition Corporation, a special purpose acquisition company, 2021 Professional Experience • Founder and Chief Executive Officer, New Majority Ready, a marketing and strategy consulting firm, 2019 – present • Interim Chief Executive Officer, MediaCo Holding Inc., 2024 • President, Combate Américas, a Hispanic sports franchise, 2017 – 2020 • Chief Marketing Officer, NBCUniversal Hispanic Enterprises, 2014 – 2017 • Chief Operating Officer, NBCUniversal Telemundo Enterprises, 2008 – 2014 Key Skills and Qualifications • Consumer Marketing • Data Analytics • Business Operations • Strategic Planning • AI Ethics • Brand Transformation • Digital and Social Media Marketing What does Jacqueline Hernández bring to the VS&Co Board? 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 on 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. |

  17. ELECTION OF DIRECTORS

    | VS&Co | 2025 PROXY STATEMENT | 11 |

  18. ELECTION OF DIRECTORS

    | Independent Age: 55 Director Since: 2023 Board Committees • Human Capital and Compensation | Public Company Directorships • Edgewell Personal Care Company (NYSE: EPC), a multinational consumer products company, 2019 – present Professional Experience • Chief Executive Officer, Edgewell Personal Care Company, 2019 – present • Chief Financial Officer, Edgewell Personal Care Company, 2018 – 2019 • Chief Financial Officer, HSN, Inc., formerly known as the Home Shopping Network, 2017 • Chief Financial Officer, Elizabeth Arden, a makeup, skincare, and perfume company, 2014 – 2016 • Global Finance Director, Procter & Gamble, a global consumer goods company, 2009 – 2014 Key Skills and Qualifications • Strategic Planning • Mergers and Acquisitions • Public Company Finance • E-Commerce and Digital Operations • Beauty Merchandise • International Retail Operations • Sustainability What does Rod Little bring to the VS&Co Board? Rod brings more than 20 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 wet shave, sun and skin care, and feminine care categories, Rod accelerated growth and margin expansion of a highly profitable business. 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. |

  19. ELECTION OF DIRECTORS

    | 12 | VS&Co | 2025 PROXY STATEMENT |

  20. ELECTION OF DIRECTORS

    | Independent Age: 62 New Director Nominee | Public Company Directorships • CarMax, Inc. (NYSE: KMX), an automotive retail and finance company, 2018 – present • Lulu’s Fashion Lounge, Inc., an apparel retailer, 2021 – 2024 • Wolverine World Wide, Inc., a footwear manufacturer, 2019 – 2023 Professional Experience • Chief Executive Officer, Lulu’s Fashion Lounge, Inc., 2021 – 2023 • President, URBN, Inc., a portfolio of global consumer brands including Anthropologie, Urban Outfitters and Free People, 2016 – 2018 • Chief Executive Officer, Anthropologie Group, an apparel retailer, 2011 – 2018 • President, Under Armour, Inc., a distributor of branded athletic performance apparel and footwear, 2008 – 2010 • President, Lands’ End, Inc., a digital retailer of solution-based apparel, accessories and home products, 2005 – 2008 Key Skills and Qualifications • Brand Transformation • Strategic Planning • Consumer Marketing • E-Commerce and Digital Operations • Retail Store Operations • Women’s Merchandise What would David McCreight bring to the VS&Co Board? 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 omni-channel 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 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 omni-channel platform while enhancing the brand experience. David’s deep retail experience and expertise would bring significant value to the VS&Co Board, especially as the Board oversees the refinement and execution of our long-term strategic growth plan. |

  21. ELECTION OF DIRECTORS

    | VS&Co | 2025 PROXY STATEMENT | 13 |

  22. ELECTION OF DIRECTORS

    | Independent Age: 54 Director Since: 2022 Board Committees • Nominating and Governance | Public Company Directorships • Yelp, Inc., a broad-based local advertising platform, 2014 – 2020 Professional Experience • Chief Executive Officer and Founder, Arcade.ai, an artificial intelligence product creation platform, 2022 – present • Managing Partner, Heretic Ventures, a venture incubator that launches and funds online consumer businesses that capitalize on new technology, 2021 – present • Executive Chairman and Founder, Minted, an online marketplace for creative and custom goods, 2022 – present • Co-Chief Executive Officer, Minted, 2021 – 2022 • Chief Executive Officer, Minted, 2007 – 2021 • Vice President and General Manager, The Body Shop International plc, a global cosmetics retailer, 2003 – 2007 Key Skills and Qualifications • E-Commerce and Digital Operations • Women’s and Beauty Merchandise • Consumer Marketing • Strategic Planning • Mergers and Acquisitions What does Mariam Naficy bring to the VS&Co Board? Mariam is an experienced CEO and successful entrepreneur known for seeing around corners and pioneering both e-commerce and online creative communities. She founded Heretic Ventures, an incubator for companies at the intersection of culture, commerce, and creators; Minted, one of the most successful community-based e-commerce companies in the world; and Eve.com, a first-of-its-kind cosmetic e-commerce site. Mariam brings to the Board deep expertise in digital and direct-to-consumer retailing, modern media marketing, and mergers and acquisition transactions. Mariam is a pioneer of capitalizing on opportunities within the digital retail space. She has been a key partner in overseeing acquisitions, including the acquisition of Adore Me, VS&Co’s technology-led, digitally native intimates brand, and the realization of synergies and other benefits from that acquisition. |

  23. ELECTION OF DIRECTORS

    | 14 | VS&Co | 2025 PROXY STATEMENT |

  24. ELECTION OF DIRECTORS

    | Independent Age: 63 Director Since: 2021 Board Committees • Human Capital and Compensation • Audit | Public Company Directorships • Allegion plc (NYSE: ALLE), a leading global security products and solutions provider, 2021 – present • La-Z-Boy, Inc. (NYSE: LZB), a vertically integrated residential furniture retailer and manufacturer, 2016 – present Professional Experience • Chief Financial Officer, Foot Locker, Inc., a global multi-channel specialty retailer of footwear and apparel, 2011 – 2021 • Senior Vice President, Strategic Planning, Foot Locker, Inc., 2002 – 2011 Key Skills and Qualifications • Public Company Finance • Women’s and Youth Merchandise • Omni-Channel Operations • Cybersecurity Oversight • Strategic Planning • Investor Relations • Real Estate Strategy What does Lauren Peters bring to the VS&Co Board? Lauren is a seasoned finance executive and Certified Public Accountant with over 30 years of financial experience. 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, omni-channel, 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. |

  25. ELECTION OF DIRECTORS

    | VS&Co | 2025 PROXY STATEMENT | 15 |

  26. ELECTION OF DIRECTORS

    | Independent Age: 68 Director Since: 2021 Board Committees • Chair of Nominating and Governance • Human Capital and Compensation | Public Company Directorships • Janus Henderson Group PLC (NYSE: JHG), a global active asset manager, 2022 – present • Cohn Robbins Holding Company, a special purpose acquisition company, 2020 – 2022 • L Brands, Inc., the former parent company of VS&Co, 2019 – 2021 Professional Experience • Senior Advisor, PJT Partners, a global advisory-focused investment bank, 2018 – present • Founder, Investor Stewardship Group, a collective of institutional investors that introduced a framework for principles-based corporate governance, 2017 • Chair of Investor Advisory Committee, Securities and Exchange Commission, 2012 – 2020 • Director of Corporate Governance, The California State Teachers’ Retirement System (CalSTRS), 2008 – 2018 • Chief Deputy Director for Policy, California Department of Finance, 2004 – 2008 Key Skills and Qualifications • Corporate Governance • Investor Relations • Sustainability • Human Capital Management • Executive Compensation • Legal and Regulatory Compliance What does Anne Sheehan bring to the VS&Co Board? 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 boards of the Weinberg Center for Corporate Governance at the University of Delaware and 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. |

  27. ELECTION OF DIRECTORS

    | 16 | VS&Co | 2025 PROXY STATEMENT |

  28. ELECTION OF DIRECTORS

    | Age: 52 Director Since: 2024 | Professional Experience • Chief Executive Officer, Victoria’s Secret & Co., 2024 – present • Chief Executive Officer, Savage X Fenty, intimates retailer, 2023 – 2024 • Chief Executive Officer, Anthropologie Group, an apparel retailer and Urban Outfitters, Inc. brand, 2020 – 2021 • Global President, Anthropologie Group, 2019 – 2020 • Co-President, Anthropologie Group, 2018 – 2019 • President of Women Apparel, Accessories, Beauty and Bridal, Anthropologie Group, 2017 – 2018 Key Skills and Qualifications • Women’s, Beauty and Luxury Merchandise • Retail Store Operations • E-Commerce and Digital Operations • Consumer Marketing • Brand Transformation • Strategic Planning What does Hillary Super bring to the VS&Co Board? Hillary brings nearly three decades of retail merchant experience and leadership experience with omni-channel brands spanning intimates, apparel, accessories, beauty and home. She served as CEO and a board member of intimates and accessories brand Savage X Fenty and Global CEO of Anthropologie Group, a global lifestyle brand specializing in apparel, accessories, intimates and decor. During her tenure at Anthropologie, she led the turnaround of the Women’s Apparel and Accessories business. Before joining Anthropologie Group, Hillary held a variety of merchandising and operator roles at retailers including Guess?, American Eagle Outfitters, Gap, and Ann Taylor. Hillary leads the VS&Co executive management team in developing and executing our long-term strategic growth plan. She is a trusted and deliberate leader with deep experience in the women’s apparel and accessories industry. |

  29. ELECTION OF DIRECTORS

    | VS&Co | 2025 PROXY STATEMENT | 17 |

  30. ELECTION OF DIRECTORS

    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.

  31. Director Nominee Selection

    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:

  32. Director Nominee Selection

    | • | Examining the composition of the Board and its committees in light of the current needs of the Board, the Company, and each of the Board committees |

  33. Director Nominee Selection

    | • | Conducting an annual evaluation of the Board, each Board committee, and each individual director (see “Performance Evaluations” below) |

  34. Director Nominee Selection

    | • | Considering the aggregated skills, experience and expertise of the Board and each Board committee and identifying any skills, experience or expertise that is underrepresented or would be additive |

  35. Director Nominee Selection

    | • | Proactive succession planning for directors who may be planning to exit the Board |

  36. Director Nominee Selection

    | • | Considering Board refreshment and the value of new directors with fresh ideas and perspectives (see “Board Refreshment” below) |

  37. Director Nominee Selection

    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.

  38. Compensation Committee Interlocks and Insider Participation

    | • | Oversee the annual performance evaluation of the Board, the Board committees, and the individual directors, and recommend ways to improve such performance |

  39. Offering Competitive Compensation and Benefits

    Offering Competitive Compensation and Benefits We recognize and reward our associates’ contributions with competitive pay and benefits designed to support their well-being at work and at home. From paid parental leave and tuition assistance to wellness programs and generous merchandise discounts, we provide benefits that help our associates thrive.

  40. 2024 Director Compensation

    2024 Director Compensation In 2024, compensation earned by our non-employee directors was as follows. Hillary Super is a director that also serves as the Chief Executive Officer of VS&Co. Ms. Super’s compensation is disclosed in the 2024 Summary Compensation Table in the Compensation Discussion and Analysis section of this Proxy Statement.

  41. 2024 Director Compensation

    | Name | Fees Earned or Paid In Cash ($) | Stock Awards ($)(1) | Total ($) | | Irene Chang Britt | 151,900 | 136,900 | 288,800 | | Sarah Davis | 154,400 | 134,400 | 288,800 | | Jacqueline Hernández | 134,400 | 134,400 | 268,800 | | Donna James | 214,400 | 214,400 | 428,800 | | Rod Little | 124,400 | 124,400 | 248,800 | | Mariam Naficy | 121,900 | 121,900 | 243,800 | | Lauren Peters | 136,900 | 136,900 | 273,800 | | Anne Sheehan | 149,400 | 134,400 | 283,800 |

  42. 2024 Director Compensation

    (1) Stock awards were granted under the VS 2021 Stock Plan. The value of the award shown for each director reflects the aggregate grant date value of the stock award, computed in accordance with Accounting Standards Codification (ASC) Topic 718 by multiplying the closing price of our common shares on the NYSE on the grant date by the number of shares awarded. For a description of the assumptions used in computing the aggregate grant date fair value, see Note 18 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2025. All of our non-employee directors other than Mariam Naficy elected to defer delivery of 100% of their stock award pursuant to the Deferred Compensation Program and received the equivalent number of DSUs.

  43. Executive Compensation Guiding Principles and Philosophy

    | Our Executive Compensation Philosophy | | | Purpose of the Executive Compensation Program | • Provide a roadmap for aligning executive interests with the development and growth of VS&Co’s customer base—existing, lapsed and future. • Enable the attraction, retention and motivation of executive talent by establishing compensation design and opportunities that provide a compelling and affordable value proposition. • Establish a clear linkage between pay outcomes and both annual and sustained, long-term results that drive long-term stockholder value—measured against both internal goals and external evaluation. • Support collaboration in the execution of the Path to Potential strategic growth plan, including achievement of business, talent and cultural objectives. | | Role and Mix of Pay Elements | • Base Salary. Provide fixed pay commensurate with an individual’s level/grade, internal equity, criticality of role, experience, skills (and external market for such skills), and/or performance; serve as baseline attraction and retention tool for a talent strategy aimed to recruit top talent. • Short-Term Incentive Plan (“STIP”). Provide a variable, at-risk pay element that aligns pay outcomes, behavior and decision making with short-term financial, operational and/or strategic goals and performance. Performance should contemplate enterprise-wide measurement to drive collaboration and re-enforce the One VS&Co mindset. • Long-Term Incentive Plan (“LTIP”). Provide a variable, at-risk pay element that aligns pay outcomes, behavior and decision making with the long-term financial, operational and/or strategic business objectives of VS&Co and its stockholders. The LTIP drives retention, ownership mentality, and accountability to external market evaluation of VS&Co. • Pay Mix. Fixed components (base salary) should comprise a minority of the pay mix for executives. Variable components (STIP and LTIP) should comprise the majority of the pay mix. LTIP should make up the largest component of pay at the top levels of the organization. • Rigor of Goal-Setting. Our STIP and LTIP goals are designed to challenge executives to achieve a high level of performance and are calibrated to deliver value creation to stockholders in order for our executives to earn cash and equity incentives at target levels. | | Market Position | • Publicly disclosed pay data from the executive compensation peer group serves as the primary market reference for the compensation of our executive officers. • VS&Co does not specifically set its executive compensation against its peer group. Instead, it considers peer group comparisons as one of several factors in making executive compensation decisions as described below. • Pay outcomes will flex up and down commensurately with performance, such that above target performance will generally yield above median compensation and below target performance will generally yield below median compensation. |

  44. Executive Compensation Guiding Principles and Philosophy

    | Internal vs External Focus | • Guideline pay structures and incentive targets will be informed by external market data, primarily from the retail industry. • An individual’s placement within those structures will be influenced by internal considerations (e.g., internal equity, skill, performance and potential). • Goal: deliver compensation that is fair, consistent and enables VS&Co to achieve its talent strategy. | | Inclusion and Belonging | • Inclusion and belonging play an integral part of our overall employee value proposition. • We do not use quantitative performance metrics related to inclusion or belonging in our executive compensation program. | | Communication and Transparency | • Transparency regarding our compensation programs through education, understanding and multiple communication channels. • Provide regular updates to participants on progress against business goals and specifically incentive plan goals. |

  45. Overview of Executive Compensation Governance Practices

    | ✔ | Put meaningful compensation at risk: On average, approximately 77% of our NEOs’ pay is dependent upon company performance, which aligns the interests of our executives with those of our stockholders. | | ✔ | Set stock ownership guidelines: Set at six times base salary for our CEO and three times base salary for other named executive officers. | | ✔ | Require double-trigger vesting of equity awards upon a change in control under our long-term incentive plan. | | ✔ | Enforce our Clawback Policy as described under “Compensation Governance—Recovery of Compensation.” | | ✔ | Include fixed share authorization: Long-term incentive plan does not provide for an evergreen feature that would automatically replenish the shares authorized for issuance. | | ✔ | Regularly review share utilization: We regularly evaluate share utilization levels and review the dilutive impact of stock compensation. | | ✔ | Independent compensation committee: Our HCCC is composed solely of independent directors. | | ✔ | Work with an independent compensation consultant retained by the HCCC. | | ✔ | Cap our incentive plans: The maximum payout for our short- and long-term incentive compensation is 215% and 200% of target, respectively. | | ✔ | Grant stock with vesting period of at least one year (subject to certain exceptions). | | ✔ | Conduct an annual review of the pay programs to ensure we reward executives for performance against clear metrics that align with our long-term strategic plan and stockholder interests, retain top talent, and discourage unnecessary risk taking by our executives. |

  46. Overview of Executive Compensation Governance Practices

    | × | No tax gross-ups upon a change in control. | | × | No hedging or pledging of VS&Co shares is permitted under our Insider Trading Policy. | | × | No re-pricing or cash-out of underwater stock options without stockholder approval. | | × | No discounted equity grants. | | × | No guaranteed increases to pay. |

  47. Independent Compensation Consultant

    Independent Compensation Consultant As permitted by its charter, the HCCC retained Semler Brossy as its independent executive compensation consultant. The HCCC has the sole authority to retain and terminate any independent executive compensation consultant. The HCCC, considering recommendations from VS&Co management, determines the work to be performed by Semler Brossy. Semler Brossy works with management to gather data required in preparing analyses for HCCC review. Specifically, the services the consultant provides include:

  48. Independent Compensation Consultant

    | • | Assisting in the evaluation of and providing recommendations for the CEO and other executives’ compensation |

  49. Independent Compensation Consultant

    | • | Informing the HCCC of evolving market practices |

  50. Independent Compensation Consultant

    | • | Consulting on executive compensation strategy and program design |

  51. Independent Compensation Consultant

    | • | Analyzing the competitiveness of executive pay |

  52. Independent Compensation Consultant

    | • | Assisting in the selection of our executive compensation peer group |

  53. Independent Compensation Consultant

    | • | Assisting with and reviewing our CD&A disclosure |

  54. Independent Compensation Consultant

    On an annual basis, the HCCC evaluates the performance of Semler Brossy and analyzes whether the work of Semler Brossy raises any conflict of interest. In 2024, the HCCC concluded that Semler Brossy is independent from VS&Co and the work performed by Semler Brossy has not created any conflict of interest.

  55. Compensation Comparison

    Compensation Comparison VS&Co compares its executive compensation with publicly available data, including the executive compensation paid by its peer group companies, in order to ensure its pay programs remain competitive with market practice. In consultation with management and with advice of its advisors, the HCCC reviewed and affirmed the prior year’s executive compensation peer group for fiscal 2024, and again for fiscal 2025. The HCCC used the following criteria to select the peer group:

  56. Compensation Comparison

    VS&Co does not specifically set its executive compensation against the peer group. Instead, we consider peer group comparisons provided by the independent compensation consultant as one of several factors in making executive compensation decisions.

  57. Base Salary

    | • | The appropriate balancing of the executive’s base salary against their short-term and long-term incentive compensation |

  58. Short-Term Performance-Based Cash Incentive Compensation

    Short-Term Performance-Based Cash Incentive Compensation For 2024, the short-term incentive plan (the “STIP”) was paid pursuant to the Victoria’s Secret & Co. 2021 Cash Incentive Compensation Performance Plan (the “VS 2021 IC Plan”). The STIP performance metrics applicable to executives, including our NEOs, in 2024 was as follows:

  59. Short-Term Performance-Based Cash Incentive Compensation

    | Performance Period | Weighting | Metric | Weighting | | Spring | 30% | Adjusted Operating Income | 75% | | | | Revenue | 25% | | Fall | 45% | Adjusted Operating Income | 75% | | | | Revenue | 25% | | Annual | 25% | Adjusted Operating Income | 75% | | | | Revenue | 25% |

  60. Short-Term Performance-Based Cash Incentive Compensation

    The seasonal component of the STIP focuses on achievement of six-month goals, reflecting VS&Co’s two selling seasons: Spring (the first and second fiscal quarters) and Fall (the third and fourth fiscal quarters). The Fall season, which includes holiday sales, is weighted more heavily than Spring because of its importance to VS&Co’s profitability. The use of seasonal performance periods in the plan design reflects the belief that achievement of short-term goals season after season aligns with the business strategy and helps drive and maintain long-term value for stockholders. The annual performance period measures achievement of goals over the full fiscal year. Adjusted operating income is used because it is considered a performance measure over which executives can have significant impact and is also directly linked to the long-term strategic plan and performance that drives long-term stockholder value. In line with our strategic plan to be a profitable growth company, revenue is included as a balance to the adjusted operating income metric. Certain events that occurred outside the normal course of business have been removed from the incentive compensation calculation, as approved by the HCCC. Fall and full-year results exclude one-time expenses related to severance and equity investment impairment charges. Fall and full-year results were also adjusted to exclude favorability related to gift card breakage adjustments during the period, which increased revenue and operating income by approximately $26 million in the fourth quarter of 2024. For all performance periods, expenses related to intangible amortization of the Adore Me acquisition were excluded. See Appendix A for a reconciliation of adjusted operating income to operating income calculated in accordance with GAAP. At the beginning of the fiscal year and each six-month season, operating income and revenue goals are set by the HCCC. The goals are based on:

  61. Short-Term Performance-Based Cash Incentive Compensation

    | • | An analysis of historical performance |

  62. Short-Term Performance-Based Cash Incentive Compensation

    | • | Income and revenue goals |

  63. Short-Term Performance-Based Cash Incentive Compensation

    | • | Overall economic environment including financial results of other comparable businesses |

  64. Short-Term Performance-Based Cash Incentive Compensation

    | • | Management’s recommendations |

  65. Short-Term Performance-Based Cash Incentive Compensation

    | • | Progress toward achieving our long-term strategic plan |

  66. Short-Term Performance-Based Cash Incentive Compensation

    | VS&Co | 2025 PROXY STATEMENT | 47 |

  67. Short-Term Performance-Based Cash Incentive Compensation

    The table below shows the operating income goals for VS&Co for each performance period required to earn short-term performance-based incentive compensation at target and actual performance. The full performance bands are shown along with corresponding payout per the plan design for threshold, target and maximum performance.

  68. Short-Term Performance-Based Cash Incentive Compensation

    | | Fiscal 2024 Spring Season | | | | Fiscal 2024 Fall Season | | | | Fiscal 2024 Annual | | | | | | Threshold | Target(1) | Maximum | Actual(2) | Threshold | Target(1) | Maximum | Actual(2) | Threshold | Target(1) | Maximum | Actual(2) | | Revenue ($ millions) | 2,615 | 2,705 | 2,800 | 2,630 | 3,065 | 3,175 | 3,390 | 3,287 | 6,020 | 6,250 | 6,545 | 6,203 | | Operating Income ($ millions) | 74 | 119 | 164 | 102 | 141 | 186 | 256 | 235 | 245 | 345 | 480 | 347 | | Plan Payout | 20% | 100% | 200% | 60.5% | 20% | 100% | 200% | 165.2% | 20% | 100% | 200% | 97.1% |

  69. Short-Term Performance-Based Cash Incentive Compensation

    (1) Revenue and operating income goals and performance for VS&Co reflect goals and performance for the total segment, including international operations and North America operations. Adore Me targets and performance are included in the annual performance period only. (2) Actual performance presents operating income on an adjusted basis that removes certain non-recurring, infrequent or unusual items that are not indicative of ongoing operations due to their size and nature. VS&Co uses adjusted financial information as key performance measures of results for purposes of evaluating performance internally, including with respect to the short-term cash incentive compensation program. These adjusted amounts may not correspond to adjusted amounts reported externally. Performance between threshold and target and target and maximum is interpolated to determine payout percentage beginning at 20% for threshold performance up to 200% at maximum performance. Financial targets for VS&Co were set an average of 2% above prior year actual sales results and an average of 12% above prior year operating income results, in each case adjusted to remove the impact of the extra week in fiscal 2023. When evaluating financial goals, the HCCC compares the change in operating income relative to the change in the short-term incentive payments to associates to analyze the reasonableness of the potential payout. The 2024 targets were set during a period when the business was not experiencing growth. Despite the challenges at the time, the goals were set with the intent to return to growth. Strong performance in the back half of the year led to above target performance in the Fall season and near-target performance for the full annual performance period. Short-term cash incentive compensation targets are set as a percentage of base salary with the amount earned ranging from zero to double the target incentive, based on the extent to which financial performance goals are achieved or exceeded. Payouts for fiscal 2024 performance are set forth below and in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. Spring, Fall and annual payouts reflect the actual, quantitative results compared to targets originally set at the beginning of each period. In 2024, the HCCC approved the addition of a strategic metric to the STIP for executive leadership. The purpose of the strategic metric is to use a balanced scorecard approach, focusing leadership on key objectives crucial to long-term success of the business that may not immediately benefit sales or operating income. The metric had three key areas for 2024: loyalty, product lead time reduction, and enabling infrastructure investment. Loyalty: Grow the loyalty program to account for over 80% of sales by increasing membership and launching new services. Product Lead Time Reduction: Shorten product lead time by up to 17%. Infrastructure Investment: Open a target number of new format stores, complete technology system separations from the former parent company and expand distribution capability in the European Union. Each metric was measured on an annual basis and has a range of achievement goals with corresponding payouts. The metric acts as a modifier to participants’ total annual incentive earnings, potentially increasing or decreasing the target annual incentive payout by +/- 15% of target as determined by the HCCC. Each sub-metric was weighted equally and drives a +/- 5% of target payout adjustment.

  70. Short-Term Performance-Based Cash Incentive Compensation

    | 48 | VS&Co | 2025 PROXY STATEMENT |

  71. Short-Term Performance-Based Cash Incentive Compensation

    Leadership reported to the HCCC on progress against the strategic metric goals on a quarterly basis. At the end of the year, based on performance against the goals, the HCCC approved a +9% of target payout for the strategic metric, shown separately in the table below.

  72. Total Fiscal 2024 Short-Term Incentive Payout

    Total Fiscal 2024 Short-Term Incentive Payout

  73. Total Fiscal 2024 Short-Term Incentive Payout

    | | Target (% of Base Salary) (%) | Fiscal 2024 Spring Incentive Performance Percentage Achieved (%)(1) | Fiscal 2024 Fall Incentive Performance Percentage Achieved (%)(2) | Fiscal 2024 Annual Incentive Performance Percentage Achieved (%)(3) | Fiscal 2024 Strategic Incentive Performance Percentage Achieved (%)(4) | Total Fiscal 2024 Performance Achieved (%) | Total Fiscal 2024 Payout ($) | Percent of Fiscal 2024 Target (%) | | Ms. Super(5) | 175% | – | 165.2% | 97.1% | 9% | 117% | 1,532,621 | 158% | | Mr. Sekella(5) | 100% | – | 165.2% | 97.1% | – | 117% | 14,255 | 150% | | Mr. Boyle | 125% | 60.5% | 165.2% | 97.1% | 9% | 117% | 1,359,834 | 126% | | Ms. McAfee | 100% | 60.5% | 165.2% | 97.1% | 9% | 117% | 943,238 | 126% | | Mr. Waters(6) | 200% | 60.5% | 165.2% | 97.1% | 9% | 117% | 3,144,125 | 126% | | Mr. Johnson | 100% | 60.5% | 165.2% | 97.1% | 9% | 117% | 1,037,561 | 126% | | Ms. Rupp(6) | 170% | 60.5% | 165.2% | 97.1% | 9% | 117% | 2,170,075 | 126% | | Mr. Unis(6) | 170% | 60.5% | 165.2% | 97.1% | 9% | 117% | 2,351,806 | 126% |

  74. Total Fiscal 2024 Short-Term Incentive Payout

    (1) Actual payout amounts received are: Mr. Boyle—$196,247; Ms. McAfee—$136,125; Mr. Waters—$453,750; Mr. Johnson—$149,738; Ms. Rupp—$313,178; and Mr. Unis—$339,405. (2) Actual payout amounts received are: Ms. Super—$1,252,343; Mr. Sekella—$12,254; Mr. Boyle—$803,801; Ms. McAfee—$557,550; Mr. Waters—$1,858,500; Mr. Johnson—$613,305; Ms. Rupp—$1,282,737; and Mr. Unis—$1,390,158. (3) Actual payout amounts received are: Ms. Super—$204,470; Mr. Sekella—$2,001; Mr. Boyle—$262,473; Ms. McAfee—$182,063; Mr. Waters—$606,875; Mr. Johnson—$200,269; Ms. Rupp—$418,865; and Mr. Unis—$453,943. (4) Actual payout amounts received are: Ms. Super—$75,808; Mr. Boyle—$97,313; Ms. McAfee—$67,500; Mr. Waters—$225,000; Mr. Johnson—$74,250; Ms. Rupp—$155,295; and Mr. Unis—$168,300. (5) Ms. Super’s and Mr. Sekella’s target short-term incentive payouts were established at the time they joined VS&Co. They were eligible for pro-rated payouts under the STIP based on their start dates relative to the applicable performance period. (6) Mr. Waters, Ms. Rupp and Mr. Unis were eligible for short-term incentive payouts in accordance with the terms of their termination of employment. For information on the compensation these NEOs received in connection with their termination of employment, see “Termination Benefits: Severance and Change in Control Agreements” below. The HCCC, in consultation with its independent compensation consultant, reviews performance metrics, performance periods, vesting and other terms and conditions applicable to the STIP as appropriate for VS&Co considering our business goals and strategy.

  75. Long-Term Equity Compensation

    Long-Term Equity Compensation For fiscal 2024, the HCCC, in consultation with its independent compensation consultant, reviewed the long-term performance metrics, vesting and other terms and conditions of our long-term incentive (“LTI”) compensation structure and approved the following terms of VS&Co’s LTI program, which were consistent with 2023:

  76. Long-Term Equity Compensation

    | • | The CEO and other executive officers receive a mix of both performance share units (“PSUs”) and time-vested restricted stock units (“RSUs”). |

  77. Long-Term Equity Compensation

    | • | The CEO’s award is more heavily weighted to PSUs (60% of total LTI). |

  78. Long-Term Equity Compensation

    | • | The other executive officers have an equal portion of their LTI award in PSUs and RSUs. |

  79. Long-Term Equity Compensation

    | VS&Co | 2025 PROXY STATEMENT | 49 |

  80. Long-Term Equity Compensation

    The HCCC believes it is important that all executive officers receive performance-based LTI compensation, such as PSUs, to align the interests of the executive with our stockholders. RSUs vest 30% on the first and second anniversary of the grant date; the remaining 40% vests on the third anniversary of the grant date. PSUs vest at the end of a three-year performance period based on the Company’s achievement of performance-based metrics. For fiscal 2024, PSU metrics were comprised of three-year operating income goals and three-year relative total shareholder return compared to the S&P 1500 Specialty Retail Index. For the portion of the PSU payout measured by relative total shareholder return, return on VS&Co common stock is ranked against the S&P 1500 Specialty Retail Index and the payout is earned as shown below. Interpolation for payout is used for achievement between 25th and 50th percentile and 50th and 75th percentile.

  81. Long-Term Equity Compensation

    | Performance | Payout | | Below 25th Percentile | —% | | 25th Percentile | 50% | | 50th Percentile | 100% | | 75th Percentile and above | 200% |

  82. Long-Term Equity Compensation

    The two PSU metrics are weighted equally. The two metrics strike a balance between an internal directly controllable metric and a metric that acts as a measure of our success compared to other specialty retail peers. For PSUs granted in 2022 and 2023, the operating income metric measured cumulative performance over the three-year performance period. Beginning in 2024, the HCCC approved three one-year targets at the beginning of the period. Each year is assessed independently, with the final award payout calculated at the end of the three-year performance period by averaging achievement of each annual goal over the three-year period. The operating income goals for PSUs awarded in 2024 are intended to drive growth in profit and stockholder value. Through a combination of higher sales and savings through initiatives to transform the foundation of the business, the compound annual operating income growth rate for threshold, target and maximum payout for the three-year period was flat, up mid-single digit, and greater than 20% growth, respectively. These goals were set shortly after the end of the 2023 fiscal year when operating income had declined from fiscal 2022. With this business performance trajectory as a backdrop when the decisions were made, these goals were considered challenging. In determining the size of any grants of equity awards, the HCCC takes into account the applicable executive’s individual performance (including contribution to the achievement of business goals, execution of retail fundamentals and accomplishment of talent and cultural objectives), company performance, competitive practice, VS&Co’s overall equity compensation expense budget, stockholder dilution, internal equity, and retention risk. The table below shows the long-term incentive awards granted to our NEOs in connection with our annual grant in March 2024. Ms. Super and Mr. Sekella are not included in the table below because they joined VS&Co on September 9, 2024 and January 29, 2025, respectively. See “Inducement LTI Awards” below for more information on the long-term incentive awards they received upon their respective appointments.

  83. Long-Term Equity Compensation

    | | RSUs ($) | PSUs ($) | Total ($) | | Mr. Boyle | 432,500 | 432,500 | 865,000 | | Ms. McAfee | 1,125,000 | 1,125,000 | 2,250,000 | | Mr. Waters | 3,300,000 | 4,950,000 | 8,250,000 | | Mr. Johnson | 825,000 | 825,000 | 1,650,000 | | Ms. Rupp | 1,015,000 | 1,015,000 | 2,030,000 | | Mr. Unis | 1,650,000 | 1,650,000 | 3,300,000 |

  84. Long-Term Equity Compensation

    | 50 | VS&Co | 2025 PROXY STATEMENT |

  85. 2022 Performance Share Units

    2022 Performance Share Units

  86. Achievement of Performance Objectives

    Achievement of Performance Objectives As described in the proxy statement for our annual shareholder meeting in 2022, we granted PSUs for the first time as an independent company. This new component of our executive compensation program was designed to drive profit growth through achieving a three-year cumulative operating income goal. The internal operating income metric was equally balanced with relative total shareholder return (“rTSR”) comparing our performance against the returns of the S&P 1500 Specialty Retail Index over the same three-year period. The potential vesting range as a percentage of the target award was 0% to 200%. At the beginning of the three-year period, the HCCC established quantitative goals for operating income, the attainment of which would have resulted in meaningful improvement over the three-year period. Achievement of the goals was assessed objectively by the HCCC at the end of the performance period. The table below summarizes the goals at target for each of the two performance measures and our actual achievement. The HCCC designed the program to balance payout between achieving internal financial goals and assessing how the Company navigated the challenges of the three-year period relative to other specialty retailers, using rTSR as a metric. VS&Co did not meet the threshold three-year operating income goal. However, when compared to other specialty retailers in the S&P 1500 Specialty Retail Index, all of whom faced similar challenges, VS&Co’s total shareholder return ranked 32nd out of the 52 companies, which is below the median but above the threshold. Together, performance against the two metrics resulted in a total payout of 39.2%. With respect to the rTSR metric, the Company achieved (26.1)% total shareholder return over the three-year period, which resulted in a 39th percentile ranking compared to the three-year total shareholder return of the S&P 1500 Specialty Retail Index. With respect to the three-year operating income metric, the original goals were set at $2,515 million for threshold, $2,932 million for target, and $3,376 million for maximum payout. The Company’s adjusted operating income over the three-year period was $1,240 million, below threshold, resulting in a 0% payout for this metric.

  87. Final Payout

    Final Payout In March 2025, the HCCC certified payout of the PSUs granted in 2022 at 39.2%. The table below shows the number of shares of VS&Co common stock received by the NEOs as a result of the 2022 PSU awards.

  88. Final Payout

    | Name | Target PSU Award (number of shares) | Percentage Payout | Vested PSU Award (number of shares) | | Mr. Boyle | 7,963 | 39.2% | 3,121 | | Ms. McAfee | 23,980 | 39.2% | 9,400 | | Mr. Waters(1) | 87,611 | 39.2% | 34,344 | | Mr. Johnson | 21,880 | 39.2% | 8,577 | | Ms. Rupp(1) | 26,212 | 39.2% | 10,275 | | Mr. Unis(1) | 25,697 | 39.2% | 10,073 |

  89. Final Payout

    (1) A portion of Mr. Waters’, Ms. Rupp’s and Mr. Unis’s awards were canceled upon termination of their employment per the terms of their employment agreements. The number of target shares canceled was: Mr. Waters—21,148; Ms. Rupp—5,461; and Mr. Unis—5,051.

  90. Inducement LTI Awards

    Inducement LTI Awards Hillary Super began serving as CEO of VS&Co on September 9, 2024. The HCCC, in partnership with its independent compensation consultant, determined the initial compensation arrangement for Ms. Super. As part of this determination, the HCCC considered her then-current compensation arrangement, including her unvested equity at her then-current employer. The HCCC awarded

  91. Inducement LTI Awards

    | VS&Co | 2025 PROXY STATEMENT | 51 |

  92. Inducement LTI Awards

    Ms. Super RSUs with an aggregate grant date value of $5,750,000. This award was intended to (1) buy-out or replace Ms. Super’s unvested equity at her then-current employer, (2) bridge the gap in time until the next annual grant cycle in March 2025, and (3) provide a nearly immediate equity stake in VS&Co to ensure her interests are aligned with stockholders from the beginning of her tenure. This award was designed to buy out an estimated $2,750,000 in unvested equity at her then-current employer and the balance of $3,000,000 is a 40% pro-rata portion of her target annual award of $7,700,000. As described in her employment agreement, Ms. Super received an annual equity award in the first quarter of fiscal 2025 with an aggregate grant date value of $7,700,000. The award was comprised of 60% PSUs and 40% RSUs. Scott Sekella began serving as Chief Financial Officer of VS&Co on January 29, 2025. Mr. Sekella received no equity awards in 2024 as a result of beginning his employment shortly before the end of the fiscal year. As part of his compensation arrangement, Mr. Sekella received an annual equity award in the first quarter of fiscal 2025 with an aggregate grant date value of $1,500,000. The award was comprised of 50% PSUs and 50% RSUs. The table below summarizes the LTI awards granted to Ms. Super and Mr. Sekella.

  93. Inducement LTI Awards

    | Name | RSUs ($) | PSUs ($) | Total ($) | | Ms. Super | | | | | FY24 | 5,750,000 | – | 5,750,000 | | FY25 | 3,080,000 | 4,620,000 | 7,700,000 | | Mr. Sekella | | | | | FY25 | 750,000 | 750,000 | 1,500,000 |

  94. Inducement Cash Bonus Awards

    Inducement Cash Bonus Awards As part of Ms. Super’s compensation arrangement made at her hire, to offset anticipated near-term future bonus payments at her then-current employer, VS&Co agreed to pay Ms. Super a one-time cash hire-on bonus of $1,000,000. If Ms. Super voluntarily resigns or is terminated for cause within the first 12 months of employment, she will be required to repay the full value of the award. As part of Mr. Sekella’s compensation arrangement made at his hire, in lieu of participation in the relocation program, Mr. Sekella was paid a one-time cash hire-on bonus of $200,000 in the first quarter of 2025. If Mr. Sekella voluntarily resigns or is terminated for cause within the first 12 months of employment, he will be required to repay the full value of the award. If Mr. Sekella voluntarily resigns or is terminated for cause after 12 months but before 24 months of employment, he will be required to repay 50% of the award.

  95. Inducement Cash Bonus Awards

    | NEO | Total Cash Inducement Award Amount ($) | | Ms. Super | 1,000,000 | | Mr. Sekella | 200,000 |

  96. Termination Benefits: Severance and Change in Control Agreements

    Termination Benefits: Severance and Change in Control Agreements VS&Co has entered into severance and change in control agreements with certain executives, including Messrs. Sekella, Boyle Johnson, Waters and Unis and Mses. Super, McAfee and Rupp. For additional information regarding these arrangements, see “Estimated Post-Employment Payments and Benefits” below. Upon a change in control of VS&Co, VS&Co equity awards will only vest if the executive’s employment is terminated by the executive for good reason or by VS&Co other than for cause within 24 months of the change in control. None of VS&Co’s executives (including our NEOs) is entitled to a tax gross-up for any excise taxes on compensation paid in connection with a change in control.

  97. Tax Deductibility

    The HCCC encourages VS&Co stock ownership by our executives through stock ownership guidelines that promote a long-term focus on performance, discourage inappropriate risk-taking and align the interests of our executives with those of our stockholders. Stock ownership guidelines can be met through direct or beneficial ownership of VS&Co common stock, including VS&Co common stock held under stock incentive and retirement plans. Unvested restricted stock units count towards ownership guidelines, but in-the-money stock options and unvested PSUs do not. VS&Co’s Chief Executive Officer is required to achieve and maintain beneficial ownership of VS&Co common stock with a value of six times her base salary. VS&Co’s other covered executives, including the NEOs, are required to achieve and maintain beneficial ownership of VS&Co common stock with a value of three times such executive’s base salary within five years of becoming subject to the stock ownership guidelines. Members of the Board of Directors are required to maintain at least the number of net shares received as compensation for their service on the Board over the previous four years. All of our executive officers and directors are currently on track for compliance with the ownership guidelines by the required deadlines.

  98. Recovery of Cash Bonus and Stock Compensation

    Recovery of Cash Bonus and Stock Compensation In 2022, the HCCC adopted an incentive compensation Clawback Policy in line with corporate governance best practice. Our Clawback Policy includes a cause-related clawback provision that applies to all cash-based performance or incentive compensation and both time and performance-based equity compensation granted, awarded, issued, paid or payable for all Senior Vice Presidents and above. The HCCC determines if a cause-related clawback trigger exists. The triggers are defined as:

  99. Recovery of Cash Bonus and Stock Compensation

    | • | an executive was grossly negligent in the performance of duties; |

  100. Recovery of Cash Bonus and Stock Compensation

    | • | an executive has pled “guilty” or “no contest” to, or has been convicted of, an act which is defined as a felony under applicable federal or state law; |

  101. Recovery of Cash Bonus and Stock Compensation

    | • | an executive has engaged in misconduct in bad faith that could reasonably be expected to materially harm the Company’s business or its reputation; or |

  102. Recovery of Cash Bonus and Stock Compensation

    | • | an executive has violated a material provision of the Company’s Code of Conduct, including, but not limited to, committing Subject Conduct or other violations of the Company’s Discrimination, Anti-Harassment, Sexual Harassment and Non-Retaliation policies. “Subject Conduct” means sexual harassment (including creation of a hostile work environment), gender discrimination and retaliation. |

  103. Recovery of Cash Bonus and Stock Compensation

    The policy was further revised in 2023 to comply with SEC rules and NYSE listing standards. Our Clawback Policy is filed as an exhibit to our 2024 Annual Report.

  104. Risk Assessment

    Risk Assessment The Company has determined that any risks arising from its compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. VS&Co’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for short-term incentive payouts and the equity compensation programs, share ownership guidelines for named executive officers, as well as the multi-year vesting schedules for equity awards encourage employees to maintain both a short- and long-term view with respect to Company performance.

  105. Equity Award Grant Practices

    Equity Award Grant Practices The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments, and generally is not in the practice of granting such awards. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event that the HCCC determines to grant stock options or similar option-like instruments, the Board or HCCC will evaluate the proper steps to take in relation to the timing of such awards.

  106. Equity Award Grant Practices

    | 54 | VS&Co | 2025 PROXY STATEMENT |

  107. Equity Award Grant Practices

    Compensation Committee Report The Human Capital and Compensation Committee of the Board of Directors is composed of five directors who are independent, as defined under the NYSE listing standards. Additionally, each member of the Human Capital and Compensation Committee is a “non-employee director” within the meaning of Section 16b-3 under the Securities Exchange Act of 1934, as amended. The Human Capital and Compensation Committee has reviewed and discussed the CD&A with management. Based on that review and discussion, the Human Capital and Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement and in the Annual Report on Form 10-K for the fiscal year ended February 1, 2025. Human Capital and Compensation Committee Irene Chang Britt, Chair Jacqueline Hernández Rod Little Lauren Peters Anne Sheehan

  108. Equity Award Grant Practices

    | VS&Co | 2025 PROXY STATEMENT | 55 |

  109. Equity Award Grant Practices

    Executive Compensation Tables

  110. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth information concerning total compensation earned by or paid to our NEOs for the fiscal year ended February 1, 2025.

  111. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Hillary Super | 2024 | 481,319 | – | 5,750,004 | – | 1,532,621 | 769,426 | 8,533,370 | | Chief Executive Officer | | | | | | | | | | Scott Sekella | 2024 | 8,242 | – | – | – | 14,255 | 5 | 22,502 | | Chief Financial Officer | | | | | | | | | | Dein Boyle | 2024 | 861,154 | – | 868,695 | – | 1,359,834 | 25,656 | 3,115,339 | | Chief Operating Officer | | | | | | | | | | Melinda McAfee | 2024 | 746,154 | – | 2,259,559 | – | 943,238 | 22,991 | 3,971,942 | | Chief Human Resources and Legal Officer | 2023 | 720,755 | – | 1,560,183 | | 254,149 | 29,695 | 2,564,782 | | Martin Waters | 2024 | 721,154 | 45,139 | 8,292,068 | – | 3,144,125 | 548,049 | 12,750,535 | | Former Chief Executive Officer | 2023 | 1,250,000 | – | 8,851,198 | – | 788,738 | 35,315 | 10,925,251 | | | 2022 | 1,250,000 | 1,000,000 | 9,450,415 | – | 788,400 | 31,097 | 12,519,912 | | Timothy Johnson | 2024 | 821,154 | – | 1,657,030 | – | 1,037,561 | 25,560 | 3,541,305 | | Former Chief Financial and Administrative Officer | 2023 | 795,755 | – | 1,721,602 | – | 280,440 | 34,973 | 2,832,770 | | | 2022 | 770,673 | – | 2,315,465 | – | 271,560 | 14,542 | 3,372,240 | | Christine Rupp | 2024 | 678,558 | – | 2,038,617 | – | 2,170,075 | 349,822 | 5,237,072 | | Former Chief Customer Officer | 2023 | 980,755 | 960,000 | 2,119,695 | – | 586,996 | 18,291 | 4,665,737 | | | 2022 | 382,418 | – | 4,248,661 | – | 455,597 | 585,286 | 5,671,962 | | Gregory Unis | 2024 | 735,000 | – | 3,314,022 | – | 2,351,806 | 379,653 | 6,780,481 | | Former Brand President, Victoria’s Secret & PINK | 2023 | 997,358 | – | 3,561,545 | – | 634,671 | 36,385 | 5,229,959 | | | 2022 | 880,000 | 700,000 | 2,617,456 | – | 524,198 | 31,281 | 4,752,935 |

  112. 2024 Summary Compensation Table

    (1) The amount reported for 2024 represents payment to Mr. Waters in lieu of a full 30 day notice period per the terms of his employment agreement.

  113. 2024 Summary Compensation Table

    | 56 | VS&Co | 2025 PROXY STATEMENT |

  114. 2024 Summary Compensation Table

    (2) The amounts reported represent the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of PSUs (at target) and RSUs granted during the fiscal year. The amounts reported do not represent amounts paid to or realized by the NEOs. Assumptions used in the calculation of the stock awards included in this column are included in Note 18 to the consolidated financial statements included in the 2024 Annual Report. The accounting values of the PSUs granted during fiscal 2024, assuming that the highest level of performance conditions will be achieved, are: Mr. Boyle—$872,371; Ms. McAfee—$2,269,121; Mr. Waters—$9,984,141; Mr. Johnson—$1,664,042; Ms. Rupp—$2,047,244; and Mr. Unis—$3,328,047. (3) The amounts reported represent the aggregate value of the non-equity performance-based incentive compensation paid for the applicable Spring and Fall selling seasons and the annual performance period, including achievement against strategic metrics, based on the full fiscal year, as applicable. Incentive compensation targets are set based on a percentage of base salary and are paid both seasonally and annually based on the achievement of adjusted operating income, revenue results and strategic metrics. Ms. Super’s and Mr. Sekella’s target short-term incentive payouts were established at the time they joined the Company. They were eligible for pro-rated payouts under the STIP based on their start dates relative to the applicable performance period. (4) The elements of compensation included in the “All Other Compensation” column for fiscal 2024 are set forth in the table below.

  115. 2024 Summary Compensation Table

    | Name | Company Contributions to the Executive’s Qualified and Non- Qualified Retirement Plan Account ($) | Incremental Company Cost to Provide Supplemental Life and Disability Insurance Coverage ($) | Other ($) | Total ($) | | Hillary Super(a) | – | 252 | 769,174 | 769,426 | | Scott Sekella | – | 5 | – | 5 | | Dein Boyle | 24,929 | 727 | – | 25,656 | | Melinda McAfee | 22,361 | 630 | – | 22,991 | | Martin Waters(b) | 18,839 | 364 | 528,846 | 548,049 | | Timothy Johnson | 24,867 | 693 | – | 25,560 | | Christine Rupp(b) | 17,437 | 558 | 331,827 | 349,822 | | Gregory Unis(b) | 19,528 | 510 | 359,615 | 379,653 |

  116. 2024 Summary Compensation Table

    (a) Other amount reflects one-time expenses incurred in connection with Ms. Super’s personal security ($11,181) and relocation ($757,993) pursuant to the Company’s relocation policy. The relocation policy covers the cost of realtor’s fees on the sale of the executive’s then-current home, six-month temporary housing in the new location, and tax protection. These were the three main components of the program. We anticipate some carryover of expenses to 2025 as Ms. Super’s relocation will not be finalized until first quarter of 2025. (b) Other amounts reflects cash severance payments made to Mr. Waters, Ms. Rupp and Mr. Unis under the terms of their respective employment or severance agreements.

  117. 2024 Summary Compensation Table

    | VS&Co | 2025 PROXY STATEMENT | 57 |

  118. Grants of Plan-Based Awards for Fiscal 2024

    Grants of Plan-Based Awards for Fiscal 2024 The following table provides information relating to plan-based awards and opportunities granted to the NEOs during fiscal 2024.

  119. Grants of Plan-Based Awards for Fiscal 2024

    | | | | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name/Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Hillary Super | | | | | | | | | | | | Annual Incentive | | | 164,671 | 968,654 | 2,227,904 | | | | | | | RSUs(5) | 10/7/2024 | 8/12/2024 | | | | | | | 237,800 | 5,750,004 | | Scott Sekella | | | | | | | | | | | | Annual Incentive | | | 1,611 | 9,478 | 21,799 | | | | | | | Dein Boyle | | | | | | | | | | | | Annual Incentive | | | 183,813 | 1,081,250 | 2,486,875 | | | | | | | PSUs | 3/19/2024 | 3/19/2024 | | | | 11,583 | 23,166 | 46,332 | | 436,186 | | RSUs | 3/19/2024 | 3/19/2024 | | | | | | | 23,166 | 432,509 | | Melinda McAfee | | | | | | | | | | | | Annual Incentive | | | 127,500 | 750,000 | 1,725,000 | | | | | | | PSUs | 3/19/2024 | 3/19/2024 | | | | 30,129 | 60,257 | 120,514 | | 1,134,551 | | RSUs | 3/19/2024 | 3/19/2024 | | | | | | | 60,257 | 1,124,998 | | Martin Waters | | | | | | | | | | | | Annual Incentive | | | 425,000 | 2,500,000 | 5,750,000 | | | | | | | PSUs | 3/19/2024 | 3/19/2024 | | | | 132,566 | 265,131 | 530,262 | | 4,992,061 | | RSUs | 3/19/2024 | 3/19/2024 | | | | | | | 176,754 | 3,299,997 | | Timothy Johnson | | | | | | | | | | | | Annual Incentive | | | 140,250 | 825,000 | 1,897,500 | | | | | | | PSUs | 3/19/2024 | 3/19/2024 | | | | 22,095 | 44,189 | 88,378 | | 832,012 | | RSUs | 3/19/2024 | 3/19/2024 | | | | | | | 44,189 | 825,009 |

  120. Grants of Plan-Based Awards for Fiscal 2024

    | 58 | VS&Co | 2025 PROXY STATEMENT |

  121. Grants of Plan-Based Awards for Fiscal 2024

    | | | | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name/Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | Christine Rupp | | | | | | | | | | | | Annual Incentive | | | 293,335 | 1,725,500 | 3,968,650 | | | | | | | PSUs | 3/19/2024 | 3/19/2024 | | | | 27,183 | 54,365 | 108,730 | | 1,023,613 | | RSUs | 3/19/2024 | 3/19/2024 | | | | | | | 54,365 | 1,014,995 | | Gregory Unis | | | | | | | | | | | | Annual Incentive | | | 317,900 | 1,870,000 | 4,301,000 | | | | | | | PSUs | 3/19/2024 | 3/19/2024 | | | | 44,189 | 88,377 | 176,754 | | 1,664,014 | | RSUs | 3/19/2024 | 3/19/2024 | | | | | | | 88,377 | 1,649,999 |

  122. Grants of Plan-Based Awards for Fiscal 2024

    (1) “Non-Equity Incentive Plan Awards” represent the threshold, target and maximum opportunities for the fiscal 2024 Spring and Fall seasons, the annual performance period based on the full fiscal year and the strategic metric modifier. The actual amount earned under this plan is disclosed in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) “Equity Incentive Plan Awards” are PSUs granted during the fiscal year pursuant to the VS 2021 Stock Plan. PSUs are eligible to vest at the end of the three-year performance period, with the number of shares to be awarded determined based on the achievement of (i) 3-year cumulative operating income goals and (ii) 3-year cumulative total shareholder return relative to the S&P 1500 Specialty Retail Index. (3) “All Other Stock Awards” are RSUs granted during the fiscal year pursuant to the VS 2021 Stock Plan. Awards vest 30% on the first and second anniversaries of the grant date and 40% on the third anniversary of the grant date. (4) RSUs and the portion of PSUs based on 3-year cumulative operating income results are valued by multiplying the closing price of our common shares on the NYSE on the grant date by the number of units awarded. The portion of PSUs based on 3-year cumulative total shareholder return relative to the S&P 1500 Specialty Retail Index results is valued using a Monte Carlo simulation valuation model which applies a risk-free interest rate and volatility assumptions. The risk-free interest rate is based on treasury constant maturity yields as reported in the H.15 Federal Reserve Statistical Release on the grant date with a term corresponding to the length of the remaining performance period. Due to our limited trading history, the volatility assumption was set equal to the average volatility for the companies in the S&P 1500 Specialty Retail Index and VS&Co was excluded from the correlation calculation. The assumed per-share value is 101.7% of the closing stock price on the date of the grant, using a risk-free interest rate of 4.50% and volatility of 45.4%. The accounting values differ from the compensation values of the PSU awards disclosed in the CD&A. (5) RSUs granted to Ms. Super upon her hire to replace unvested equity from her prior employer, bridge the gap until the next annual grant cycle and provide an equity stake in the company.

  123. Grants of Plan-Based Awards for Fiscal 2024

    | VS&Co | 2025 PROXY STATEMENT | 59 |

  124. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024 The table below shows the number of shares underlying exercisable stock options and unvested PSUs and RSUs held by our NEOs on February 1, 2025.

  125. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    | | Option Awards(1) | | | | | Stock Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)(3) | | Hillary Super | | – | – | | | 237,800(4) | 8,646,408 | – | – | | Scott Sekella | | – | – | | | – | – | – | – | | Dein Boyle | 2/4/2015 | 7,930 | – | 49.62 | 2/4/2025 | | | | | | | 3/31/2016 | 14,221 | – | 52.74 | 3/31/2026 | | | | | | | 3/21/2017 | 7,370 | – | 28.29 | 3/31/2027 | | | | | | | 3/21/2018 | 5,849 | – | 23.68 | 3/21/2028 | | | | | | | 3/28/2019 | 17,207 | – | 16.78 | 3/28/2029 | | | | | | | 3/21/2021 | 16,989 | – | 36.20 | 3/16/2031 | | | | | | | | | | | | 35,902(5) | 1,305,397 | 56,276(6) | 2,046,196 | | Melinda McAfee | | | | | | 86,337(7) | 3,139,213 | 141,691(8) | 5,151,885 | | Martin Waters | 4/2/2015 | 23,285 | – | 54.76 | 4/2/2025 | | | | | | | 3/31/2016 | 14,221 | – | 52.74 | 3/31/2026 | | | | | | | 3/31/2017 | 23,861 | – | 28.29 | 3/31/2027 | | | | | | | 3/21/2018 | 29,302 | – | 23.68 | 3/21/2028 | | | | | | | 3/28/2019 | 42,459 | – | 16.78 | 3/28/2029 | | | | | | | | | | | | 47,559(9) | 1,729,245 | 150,949(10) | 5,488,506 | | Timothy Johnson | | | | | | 71,135(11) | 2,586,469 | 109,951(12) | 3,997,819 | | Christine Rupp | | | | | | 22,149(13) | 805,338 | 36,398(14) | 1,323,431 | | Gregory Unis | | | | | | 29,475(15) | 1,071,711 | 56,683(16) | 2,060,994 |

  126. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    (1) Option awards granted prior to our spin-off from L Brands. The number of options represent the adjusted number of outstanding awards. The awards and grant price were adjusted in a manner intended to preserve the overall intrinsic value of the converted equity awards by taking into account the relative value of L Brands common stock before the spin-off and the value of VS&Co common stock after the spin-off.

  127. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    | 60 | VS&Co | 2025 PROXY STATEMENT |

  128. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2024

    (2) The market value is the product of $36.36, the closing price of our common shares on the NYSE on January 31, 2025, and the number of shares subject to unvested stock awards. (3) PSUs granted in fiscal 2022 reflect actual percentage achieved of 39.2%. Based on current performance in accordance with the SEC rules, PSUs granted in fiscal 2023 assume threshold payout level and PSUs granted in fiscal 2024 assume maximum payout level. Outstanding PSUs, if earned, will pay out three years after grant in March 2025, March 2026 and March 2027, respectively. (4) Reflects RSUs that vest as follows: 71,340 shares on October 7, 2025; 71,340 shares on October 7, 2026; and 95,120 shares on October 7, 2027. (5) Reflects RSUs that vest as follows: 7,278 shares on March 16, 2025; 6,949 shares on March 19, 2025; 5,458 shares on March 16, 2026; 6,950 shares on March 19, 2026; and 9,267 on March 19, 2027. (6) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 3,121 shares on March 16, 2025; 6,823 shares on March 16, 2026; and 46,332 shares on March 19, 2027. (7) Reflects RSUs that vest as follows: 11,339 shares on March 16, 2025; 18,076 shares on March 19, 2025; 5,319 shares on October 31, 2025; 9,422 shares on March 16, 2026; 18,077 shares on March 19, 2026; and 24,104 shares on March 19, 2027. (8) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 9,400 shares on March 16, 2025; 11,777 shares on March 16, 2026; and 120,514 shares on March 19, 2027. (9) Reflects RSUs that vest as follows: 23,010 shares on March 16, 2025 and 24,549 shares on March 19, 2025. (10) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 34,344 shares on March 16, 2025; 42,957 shares on March 16, 2026; and 73,648 shares on March 19, 2027. (11) Reflects RSUs that vest as follows: 13,818 shares on March 16, 2025; 13,256 shares on March 19, 2025; 2,732 shares on August 1, 2025; 10,396 shares on March 16, 2026; 13,257 shares on March 19, 2026; and 17,676 shares on March 19, 2027. (12) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 8,577 shares on March 16, 2025; 12,996 shares on March 16, 2026; and 88,378 shares on March 19, 2027. (13) Reflects RSUs that vest as follows: 6,401 shares on March 16, 2025; 9,061 shares on March 19, 2025; and 6,687 shares on October 3, 2025. (14) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 10,275 shares on March 16, 2025; 8,001 shares on March 16, 2026; and 18,122 shares on March 19, 2027. (15) Reflects RSUs that vest as follows: 9,868 shares on March 16, 2025; 14,730 shares on March 19, 2025; and 4,877 shares on July 3, 2025. (16) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 10,073 shares on March 16, 2025; 17,149 shares on March 16, 2026; and 29,460 shares on March 19, 2027.

  129. Option Exercises and Stock Vested for Fiscal 2024

    Option Exercises and Stock Vested for Fiscal 2024 The table below shows stock options that were exercised and PSUs and RSUs that vested during fiscal 2024 for each of our NEOs.

  130. Option Exercises and Stock Vested for Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Hillary Super | – | – | – | – | | Scott Sekella | – | – | – | – | | Dein Boyle | – | – | 14,978 | 274,697 | | Melinda McAfee | – | – | 20,292 | 444,374 | | Martin Waters | – | – | 107,277 | 2,052,739 | | Timothy Johnson | – | – | 29,016 | 594,153 | | Christine Rupp | – | – | 39,689 | 900,607 | | Gregory Unis | 97,875 | 2,093,714 | 35,606 | 623,039 |

  131. Option Exercises and Stock Vested for Fiscal 2024

    (1) This column represents shares acquired on vesting of PSUs granted during fiscal 2021 and RSUs granted during fiscal 2021, 2022 and 2023.

  132. Option Exercises and Stock Vested for Fiscal 2024

    | VS&Co | 2025 PROXY STATEMENT | 61 |

  133. Pay Versus Performance Comparative Disclosure

    Pay Versus Performance Comparative Disclosure As described in more detail in the Compensation Program section in the CD&A, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the table above. Further, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with Compensation Actually Paid for a particular year (as computed in accordance with Item 402(v) of Regulation S-K). In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the information presented in the table above.

  134. Compensation Actually Paid and Certain Financial Measures

    Compensation Actually Paid and Certain Financial Measures As shown in the chart below, the PEO and average non-PEO NEO’s CAP amounts are aligned with Company TSR, net income and operating income performance. The use of long-term equity compensation is tied directly to our stock price as well as our financial performance.

  135. Compensation Actually Paid and Certain Financial Measures

    | VS&Co | 2025 PROXY STATEMENT | 71 |

  136. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List The three items listed below represent the most important metrics for determining pay in the previous year, as further described in the Short-Term Performance-Based Cash Incentive Compensation and Long-Term Equity Compensation sections in the CD&A. The performance measures in this table are not ranked by relative importance.