DEF 14A of Victoria's Secret & Co., May 1, 2026

DEF 14A of Victoria's Secret & Co.

Filed May 1, 2026 · FY20250001193125-26-201438

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  1. Contents

    | 38 | | | Human Capital Management | | | 40 | | | Director Compensation | | | 42 | | | Compensation Discussion and Analysis | | | 47 | Compensation Governance Processes | | 49 | NEO Compensation Components | | 56 | Compensation Governance | | 57 | Compensation Committee Report | | 58 | Executive Compensation Tables | | 67 | CEO Pay Ratio | | 68 | Pay Versus Performance | | 72 | | | Proposal Two: Advisory Approval of Compensation of Named Executive Officers | |

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

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

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

    | Name | Occupation | Independent | Director Since | Leadership or Expertise Role(1), (2) | Committee Membership(1) | | Donna James | President and CEO, Lardon & Associates LLC | Yes | 2021 | Chair of the Board; Financial Expert | Audit and NomGov | | Irene Chang Britt | Former President and Divisional CEO, Pepperidge Farm | Yes | 2021 | Chair of HCCC | Audit and HCCC | | Sarah Davis | Former President, Loblaw Companies Limited | Yes | 2021 | Chair of Audit; Financial Expert | Audit and NomGov | | Jacqueline Hernández | Founder and CEO, New Majority Ready | Yes | 2021 | — | HCCC and NomGov | | Rod Little | CEO, Edgewell Personal Care Company | Yes | 2023 | — | HCCC | | David McCreight | Former Interim CEO, CarMax, Inc. | Yes | 2025 | — | Audit and NomGov | | Mariam Naficy | Founder and Executive Chairman, Minted | Yes | 2022 | — | NomGov | | Lauren Peters | Former Chief Financial Officer, Foot Locker, Inc. | Yes | 2021 | Financial Expert | Audit and HCCC | | Anne Sheehan | Former Chair of Investor Advisory Committee, SEC | Yes | 2021 | Chair of NomGov | HCCC and NomGov | | Hillary Super | CEO, Victoria’s Secret & Co. | No | 2024 | CEO of VS&Co | — |

  4. Election of Directors

    Election of Directors The VS&Co Board is currently comprised of ten directors. Each director is elected annually by our stockholders to serve a one-year term expiring at the next annual meeting of stockholders. At the 2026 Annual Meeting, stockholders will be asked to elect ten directors who will serve on our Board until the 2027 annual meeting of stockholders and their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. All of the ten nominees for election as director at the 2026 Annual Meeting are incumbent directors who currently serve on our Board. Our Board is composed of individuals with diverse and complementary business experience, leadership prowess, and financial expertise. Each of our director nominees possesses industry-leading skills that support our long-term growth strategy, including expertise in retail, e-commerce, strategic planning, risk management, international business development, brand transformation, and consumer marketing. Through their unique backgrounds, skills, and qualifications, each of our director nominees brings a wealth of knowledge, experience and expertise to our Board. Together, our directors’ complementary experience and expertise create an engaged and effective Board that exercises independent oversight of our material risks and long-term strategy. The Board believes that each of our nominees is highly qualified to serve as a director. Each nominee’s background, skills, experience, and other qualifications are described below. The Nominating and Governance Committee has recommended, and the Board has nominated, each of the individuals listed below as nominees for election at the 2026 Annual Meeting. Each nominee has consented to be named as a nominee and stand for election at the 2026 Annual Meeting. We know of no reason why any nominee would be unable or unwilling to serve as director, but if such an event should occur, our Board, based on the recommendation of the Nominating and Governance Committee, may either reduce the number of directors or designate a substitute nominee. If a substitute nominee is designated, the persons named in the enclosed proxy will vote all proxies that would otherwise be voted for the named nominee for the election of such substitute nominee. Pursuant to our Second Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, each director is elected by the affirmative vote of the holders of a majority of the votes cast with respect to that director’s election. Each nominee must receive more votes cast “for” his or her election than “against” his or her election. If you are a beneficial owner of VS&Co common stock, your broker is not permitted to vote your shares on the election of directors if no instructions are received from you (this is commonly referred to as a “broker non-vote”). Abstentions and broker non-votes will not count as a vote cast and, therefore, will have no effect on the outcome of the election of directors. Cumulative voting is not permitted. If a director does not receive more votes cast “for” his or her election than “against” his or her election, that director will tender his or her resignation to the Board. The Nominating and Governance Committee will make a recommendation to the Board regarding whether to accept or decline the resignation, taking into account the best interests of VS&Co and its stockholders and considering any factors or other information that the Nominating and Governance Committee believes is appropriate and relevant. The Board will make its decision regarding the resignation at its next regularly scheduled Board meeting following certification of the election results. A director whose resignation is under consideration must abstain from participating in any decision regarding his or her resignation. As a requirement for any person to serve as director, he or she must submit an irrevocable resignation that becomes effective upon (i) that person not receiving a majority of the votes cast in an uncontested election and (ii) acceptance by the Board of that resignation in accordance with any policies and procedures adopted by the Board for that purpose.

  5. Election of Directors

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

  6. Election of Directors

    | VS&Co | 2026 PROXY STATEMENT | 9 |

  7. Election of Directors

    Director Nominees

  8. Election of Directors

    | | | | | | | Donna | | | | | | James | | | | | | President and Chief Executive Officer, Lardon & Associates LLC Public Company Directorships • The Hartford Financial Services Group (NYSE: HIG), an investment and insurance company, 2021 – present • American Electric Power (NASDAQ: AEP), a public utility holding company, 2022 – 2025 • 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 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. | | Chair of the Board Independent Age: 68 Director Since: 2021 Board Committees • Audit • Nominating and Governance | | | |

  9. Election of Directors

    | 10 | VS&Co | 2026 PROXY STATEMENT |

  10. Election of Directors

    | | | | | | | Irene Chang | | | | | | Britt | | | | | | Former President and Divisional Chief Executive Officer, Pepperidge Farm 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 significant experience in business transformation and is an expert in human capital management, branding, and marketing. Irene is a thoughtful and strategic leader of the Human Capital and Compensation Committee. As Chair of the committee, Irene leads the critical work of overseeing VS&Co’s executive compensation program and succession planning for the executive management team. She guided the development of VS&Co’s inaugural executive compensation program and is constantly exploring ways to more effectively motivate executives and integrate their interests with those of our stockholders. | | Independent Age: 63 Director Since: 2021 Board Committees • Audit • Chair of Human Capital and Compensation | | | |

  11. Election of Directors

    | VS&Co | 2026 PROXY STATEMENT | 11 |

  12. Election of Directors

    | | | | | | | Sarah | | | | | | Davis | | | | | | Former President, Loblaw Companies Limited 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 omnichannel retailers of grocery, pharmacy, and beauty products with over $53 billion CAD in revenue in fiscal 2021. At Loblaw, Sarah had a broad portfolio of responsibilities including corporate strategy, supply chain, information technology, real estate, and human resources. When Sarah retired from the company in 2021, the Loblaw loyalty program had 16 million members, almost one for every household in Canada. Sarah brings value to the VS&Co Board through her corporate finance expertise and public company board experience. Her knowledge as an accountant and experience in various executive leadership roles are critical to leading the strategic and oversight functions of the Audit Committee. | | Independent Age: 58 Director Since: 2021 Board Committees • Chair of Audit • Nominating and Governance | | | |

  13. Election of Directors

    | 12 | VS&Co | 2026 PROXY STATEMENT |

  14. Election of Directors

    | | | | | | | Jacqueline | | | | | | Hernández | | | | | | Founder and Chief Executive Officer, New Majority Ready Public Company Directorships • MediaCo Holding Inc. (NASDAQ: MDIA), a multimedia company focused on television, radio and digital advertising, 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 – 2019 • Chief Marketing Officer, NBCUniversal Hispanic Enterprises and Content, 2014 – 2017 • Chief Operating Officer, NBCUniversal Telemundo Enterprises, 2008 – 2014 Key Skills and Qualifications • Consumer Marketing • Business Operations • Brand Transformation • Strategic Planning • Data Analytics • 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 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. | | Independent Age: 60 Director Since: 2021 Board Committees • Human Capital and Compensation • Nominating and Governance | | | |

  15. Election of Directors

    | VS&Co | 2026 PROXY STATEMENT | 13 |

  16. Election of Directors

    | | | | | | | Rod | | | | | | Little | | | | | | Chief Executive Officer, Edgewell Personal Care Company 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 30 years of experience in the global consumer goods industry, significant public company leadership and finance experience, and a strong track record of driving results. As Chief Executive Officer of Edgewell Personal Care Company, one of the world’s largest manufacturers and marketers of personal care products in the shaving, grooming, sun and skin care categories, Rod accelerated growth and margin expansion of a highly profitable business. Rod has also served as Chief Financial Officer for three publicly traded companies. Before beginning his career in the consumer goods industry, Rod served as an officer in the United States Air Force for five years. As the CEO of a multinational, publicly traded consumer products company with decades of experience in the industry, Rod’s guidance strengthens our ability to unlock long-term stockholder value through informed oversight of our strategic initiatives. | | Independent Age: 56 Director Since: 2023 Board Committees • Human Capital and Compensation | | | |

  17. Election of Directors

    | 14 | VS&Co | 2026 PROXY STATEMENT |

  18. Election of Directors

    | | | | | | | David | | | | | | McCreight | | | | | | Former Interim Chief Executive Officer, CarMax, Inc. 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 • Interim Chief Executive Officer, CarMax, Inc., 2025 – 2026 • 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 does 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 omnichannel retail strategy and brand transformation, especially within the women’s apparel and accessories industry. David served as Chief Executive Officer of Lulu’s Fashion Lounge, Inc., a digitally-native fashion brand, and as President of URBN, Inc., a multi-billion dollar, multi-brand, multi-channel international retailer. David also served as Chief Executive Officer of Anthropologie, where he led the company’s transformation from a store-centric brand to a best-in-class omnichannel platform while enhancing the brand experience. David’s vast retail experience and expertise bring significant value to the VS&Co Board, especially as the Board oversees the refinement and execution of our long-term strategic growth plan. | | Independent Age: 63 Director Since: 2025 Board Committees • Audit • Nominating and Governance | | | |

  19. Election of Directors

    | VS&Co | 2026 PROXY STATEMENT | 15 |

  20. Election of Directors

    | | | | | | | Mariam | | | | | | Naficy | | | | | | Founder and Executive Chairman, Minted 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 valued 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 the development of innovative technology-based solutions designed to accelerate growth and efficiency. | | Independent Age: 55 Director Since: 2022 Board Committees • Nominating and Governance | | | |

  21. Election of Directors

    | 16 | VS&Co | 2026 PROXY STATEMENT |

  22. Election of Directors

    | | | | | | | Lauren | | | | | | Peters | | | | | | Former Chief Financial Officer, Foot Locker, Inc. 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 • Omnichannel 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 in the retail industry. During her executive career at Foot Locker, Lauren led development of the strategic planning process, digital transformation, and several acquisitions and divestitures. Her leadership experience with consumer focused, omnichannel, global retailers, together with her financial and strategic planning expertise and public company board experience, make her an asset to the VS&Co Board. Lauren’s accomplishments as Chief Financial Officer of Foot Locker are evident in the way she provides strategic counsel and guidance to the VS&Co Board and Audit Committee. Lauren knows what it takes to be successful in the competitive specialty retail environment. | | Independent Age: 64 Director Since: 2021 Board Committees • Human Capital and Compensation • Audit | | | |

  23. Election of Directors

    | VS&Co | 2026 PROXY STATEMENT | 17 |

  24. Election of Directors

    | | | | | | | Anne | | | | | | Sheehan | | | | | | Former Chair of Investor Advisory Committee, Securities and Exchange Commission 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 board of the Rock Center for Corporate Governance at Stanford Law School. Anne utilizes her deep knowledge, understanding of investor perspectives, and experience in all aspects of corporate governance to lead the Nominating and Governance Committee and provide valuable insight to the Board. Anne has seen it all when it comes to corporate governance and investor relations. She is a trusted leader in this space and knows the players, options, risks and opportunities. | | Independent Age: 69 Director Since: 2021 Board Committees • Chair of Nominating and Governance • Human Capital and Compensation | | | |

  25. Election of Directors

    | 18 | VS&Co | 2026 PROXY STATEMENT |

  26. Election of Directors

    | | | | | | | Hillary | | | | | | Super | | | | | | Chief Executive Officer, Victoria’s Secret & Co. 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 omnichannel 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 extensive experience in the women’s apparel and accessories industry. | | Age: 53 Director Since: 2024 | | | |

  27. Election of Directors

    | VS&Co | 2026 PROXY STATEMENT | 19 |

  28. 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. We continue to evaluate our governance practices and tailor them to be functional and to evolve in response to our ever-changing needs and business, legal and social environments.

  29. Board of Directors

    Board of Directors The Board is currently comprised of ten directors. Each director is elected annually by our stockholders to serve a one-year term expiring at the next annual meeting of stockholders.

  30. Director Independence

    Director Independence The Board has determined that each of Irene Chang Britt, Sarah Davis, Jacqueline Hernández, Donna James, Rod Little, David McCreight, Mariam Naficy, Lauren Peters, and Anne Sheehan is independent under the listing standards of the NYSE and SEC rules. All of our directors who served during fiscal 2025, other than Hillary Super, our current CEO, were determined by the Board to be independent. Ms. Super is not independent because she currently serves as an executive officer of VS&Co. Aside from Ms. Super’s employment and compensation agreements, none of our current directors are party to any related person transaction under SEC rules or our Related Person Transaction Policy.

  31. Director Independence

    | | | OF DIRECTORS ARE INDEPENDENT |

  32. Director Independence

    Our Corporate Governance Guidelines and the listing standards of the NYSE require that a majority of our directors, as well as each member of the Audit Committee, the Human Capital and Compensation Committee, and the Nominating and Governance Committee, be independent, as determined by the Board pursuant to applicable laws, rules and regulations. In determining the independence of our directors, the Board considers all relevant facts and circumstances, including the relationships that each director has with VS&Co, including, but not limited to, any commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. This determination is made annually. The Board also determined that each member of the Audit Committee satisfies the heightened independence standards for audit committee members under applicable SEC rules and considered the additional factors under applicable SEC rules for the independence of compensation committee members before determining that each member of the Human Capital and Compensation Committee is independent.

  33. Director Independence

    | 22 | VS&Co | 2026 PROXY STATEMENT |

  34. 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:

  35. Director Nominee Selection

    | • Examining the composition of the Board and its committees in light of the current and anticipated needs of the Board, the Company, and each of the Board committees • Conducting an annual evaluation of the Board, each Board committee, and each individual director, which in 2025 was facilitated by an independent third party (see “Performance Evaluations” below) | • Considering the totality of skills, experience and expertise of the Board and each Board committee and identifying any skills, experience or expertise that is underrepresented or would add value • Proactive succession planning for directors who may be planning to exit the Board • Considering Board refreshment and the value of new directors with fresh ideas and perspectives (see “Board Refreshment” below) |

  36. 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 2027 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.

  37. Director Election and Removal

    | Skill, Experience or Expertise | | | | | | | | | | | | Strategic Planning Experience developing and executing long-term strategies aimed to accelerate profitable growth provides insight and expertise to oversee execution of our Path to Potential strategic growth plan | E | E | E | E | E | E | E | E | K | E | | Technology Transformation Experience with large-scale enterprise technology transformation provides valuable perspective on the development of innovative solutions that utilize artificial intelligence and other advanced technologies to accelerate growth and efficiency | F | F | K | K | K | K | E | K | F | F | | Brand Transformation Experience creating and executing strategies to evolve and adapt to changing market conditions, consumer preferences, and business needs and objectives brings valuable perspective to overseeing the executive of our Path to Potential strategic growth plan | K | E | F | E | K | E | F | K | F | E | | Cybersecurity Experience in cybersecurity, data privacy, and other technology-related risk supports protection of customer and other critical data and provides knowledge about trends, risks and opportunities in this area | F | K | K | F | K | K | F | K | F | K | | Risk Management Experience identifying and managing various forms of risk provides skills that support oversight of our enterprise risk management program | E | E | E | E | E | K | F | E | K | F | | Real Estate Strategy Experience in real estate strategy related to retail store operations provides valuable knowledge to support management of our largest distribution channel, our North American store fleet | K | K | E | K | F | K | F | E | F | K | | E-commerce / Digital Operations Experience in e-commerce operations provides understanding of risks, opportunities and trends related to our digital and omnichannel retail strategies | F | K | K | F | K | E | E | E | F | E | | Consumer Marketing and Data Insights Experience utilizing data insights, building brand health and awareness, and improving customer engagement helps directors oversee strategies to maximize the effectiveness of our marketing efforts | F | E | K | E | E | E | E | K | F | E | | Supply Chain Logistics Experience with the management of a global supply chain provides awareness of the risks and opportunities related to procurement, production, logistics, transportation and distribution of product | F | K | K | F | K | K | K | K | F | F |

  38. 2025 Director Compensation

    2025 Director Compensation In 2025, compensation earned by our non-employee directors was as follows. As the Chief Executive Officer of VS&Co, Ms. Super does not receive any additional compensation for her service as a director. Ms. Super’s compensation is disclosed in the 2025 Summary Compensation Table in the Compensation Discussion and Analysis section of this Proxy Statement.

  39. 2025 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 | 234,400 | 234,400 | 468,800 | | Rod Little | 124,400 | 124,400 | 248,800 | | David McCreight | 100,800 | 134,400 | 235,200 | | Mariam Naficy | 121,900 | 121,900 | 243,800 | | Lauren Peters | 136,900 | 136,900 | 273,800 | | Anne Sheehan | 149,400 | 134,400 | 283,800 |

  40. 2025 Director Compensation

    (1) Stock awards were granted under the 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 17 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2026. 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.

  41. Executive Compensation Guiding Principles and Philosophy

    | Our Executive Compensation Philosophy | | | Purpose of the Executive Compensation Program | • Provide a roadmap for aligning executive interests with long-term stockholder value creation. • 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. Provides 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; serves as baseline attraction and retention tool for a talent strategy aimed to recruit top talent. • Short-Term Incentive Plan (“STIP”). Provides 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”). Provides 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. | | 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 | • We emphasize transparency regarding our compensation programs through education, understanding and multiple communication channels. • We provide regular updates to participants on progress against business goals and specifically, incentive plan goals. |

  42. Overview of Executive Compensation Governance Practices

    | | What We Do | | What We Don’t Do | | | Put meaningful compensation at risk: On average, approximately 79% of our NEOs’ pay is dependent upon company performance, which aligns the interests of our executives with those of our stockholders. | | No tax gross-ups upon a change in control. | | | | | No hedging or pledging of VS&Co shares is permitted under our Insider Trading Policy. | | | Maintain stock ownership guidelines: Set at six times base salary for our CEO and three times base salary for other NEOs. | | No re-pricing or cash-out of underwater stock options without stockholder approval. | | | Require double-trigger vesting of equity awards upon a change in control under our long-term incentive plan. | | No discounted equity grants. | | | Enforce our Clawback Policy as described under “Compensation Governance—Recovery of Cash Bonus and Stock Compensation.” | | No guaranteed increases to pay. | | | Fixed share authorization: Long-term incentive plan does not provide for an evergreen feature that would automatically replenish the shares authorized for issuance. | | | | | 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 programs is 215% and 200% of target, respectively. | | | | | Grant stock with vesting periods of at least one year (subject to certain exceptions). | | | | | Conduct an annual review of our 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. | | |

  43. 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 Semler Brossy provides include:

  44. Independent Compensation Consultant

    | • Assisting in the evaluation of and providing recommendations for the CEO’s and other executives’ compensation • Informing the HCCC of evolving market practices • Consulting on executive compensation strategy and program design | • Analyzing the competitiveness of executive pay • Assisting in the selection of our executive compensation peer group • Assisting with and reviewing our CD&A disclosure |

  45. Independent Compensation Consultant

    On an annual basis, the HCCC evaluates the performance of Semler Brossy and analyzes whether its work raises any conflicts of interest. In 2025, 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.

  46. Compensation Comparison

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

  47. Compensation Comparison

    For fiscal 2026, changes to the peer group were required due to the bankruptcy of Big Lots. Following a study by the HCCC’s independent compensation consultant, the HCCC approved the removal of Big Lots and the remaining off-price retailers (Burlington Stores and Ross Stores) from the peer group and the addition of Columbia Sportswear and Signet Jewelers. We do not specifically set our executive compensation against the peer group. Instead, the HCCC considers peer group comparisons provided by its independent compensation consultant as one of several factors in making executive compensation decisions.

  48. Short-Term Performance-Based Cash Incentive Compensation

    Short-Term Performance-Based Cash Incentive Compensation For 2025, the short-term incentive plan (the “STIP”) was paid pursuant to the Victoria’s Secret & Co. 2021 Cash Incentive Compensation Performance Plan. 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. The STIP performance metrics applicable to executives, including our NEOs, in 2025 was as follows:

  49. Short-Term Performance-Based Cash Incentive Compensation

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

  50. 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 our 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. In line with our strategic plan to be a profitable growth company, our STIP, which we refer to as the Incentive Compensation (“IC”) program, utilizes both a sales metric and an earnings metric. Greater weighting is assigned to the adjusted operating income metric because it is a performance measure over which all plan participants can have significant impact and is also directly linked to the long-term strategic plan and performance that drives sustainable stockholder value. The Company’s non‑GAAP operating income metric used to calculate performance under the IC program excludes material, non‑recurring items that are not reflective of ongoing operating performance. Adjustments of this nature—and those occurring outside the normal course of business—have been consistently excluded from the IC calculation in accordance with the Company’s established methodology.

  51. Short-Term Performance-Based Cash Incentive Compensation

    | 50 | VS&Co | 2026 PROXY STATEMENT |

  52. Short-Term Performance-Based Cash Incentive Compensation

    For 2025, adjustments to operating income calculated in accordance with GAAP primarily related to: • One‑time impacts associated with the Adore Me business, including impairment charges, inventory write‑downs, and acquisition‑related amortization; • Favorable legal settlements and other restructuring‑related items; and • Material legal or operational matters occurring outside the ordinary course of business. Adjusted operating income did not adjust for the impact of tariffs, gift‑card breakage benefit (for the Fall season and full fiscal year), or certain legal fees related to normal operations, as these items were considered part of normal operating performance for the period. These adjustments were approved by the HCCC to ensure that IC outcomes reflect underlying operational results and maintain consistency with the Company’s long‑standing non‑GAAP approach to measuring operating income performance for this purpose. At the beginning of each fiscal year, operating income and net sales targets are set by the HCCC. The targets are based on:

  53. Short-Term Performance-Based Cash Incentive Compensation

    | • An analysis of historical performance • Operating income and net sales goals • Overall economic environment including financial results of other comparable businesses | • Management’s recommendations • Progress toward achieving our long-term strategic plan |

  54. Short-Term Performance-Based Cash Incentive Compensation

    The table below shows (i) the operating income and net sales goals for each performance period required to earn short-term performance-based incentive compensation at threshold, target and maximum payouts, (ii) actual performance for the period, and (iii) the corresponding payout per the plan design for threshold, target, maximum and actual performance.

  55. Short-Term Performance-Based Cash Incentive Compensation

    | | Fiscal 2025 Spring Season | | | | Fiscal 2025 Fall Season | | | | Fiscal 2025 Annual | | | | | | Threshold | Target(1) | Maximum | Actual(2) | Threshold | Target(1) | Maximum | Actual(2) | Threshold | Target(1) | Maximum | Actual(2) | | Net Sales ($ millions) | 2,605 | 2,700 | 2,770 | 2,699 | 3,300 | 3,395 | 3,485 | 3,634 | 6,185 | 6,405 | 6,595 | 6,553 | | Operating Income ($ millions) | 80 | 100 | 135 | 101 | 195 | 265 | 335 | 346 | 280 | 380 | 485 | 403 | | Plan Payout | 20% | 100% | 200% | 100% | 20% | 100% | 200% | 200% | 20% | 100% | 200% | 135.6% |

  56. Short-Term Performance-Based Cash Incentive Compensation

    (1) Operating income and net sales 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 performance targets are intended to reflect the Company’s strategic priorities and the expected operating environment for the year. Net sales targets were set, on average, approximately 3% above prior‑year actual results. Operating income targets were set approximately 2% above prior‑year actual operating income results; however, after normalizing for non‑recurring benefits realized in 2024 and for one‑time investments planned in 2025, the operating income target represented a 14% year‑over‑year increase. In evaluating the appropriateness of the performance goals, the HCCC considered the relationship between the expected increase in operating income and the potential range of short‑term incentive payouts to help ensure alignment between Company performance and compensation outcomes. The 2025 targets were designed to reflect the Company’s growth trajectory at the end of 2024 while excluding non‑recurring items such as gains related to the sale of certain non-store corporate-related assets and reductions in employee‑related benefit costs.

  57. Short-Term Performance-Based Cash Incentive Compensation

    | VS&Co | 2026 PROXY STATEMENT | 51 |

  58. Short-Term Performance-Based Cash Incentive Compensation

    The performance goals were approved prior to the early-April “Liberation Day” announcement and therefore did not incorporate the subsequent estimated $130 million tariff impact. Through swift operational actions, the Company mitigated approximately $45 million of this impact, and stronger‑than‑planned sales and margin performance offset the remaining deficit. No adjustments were made to the IC program for tariff impacts. The Company’s full‑year financial results generated the following payout outcomes under the short‑term incentive plan: • Target payout for the Spring performance period; • Maximum payout for the Fall performance period; and • Above-target payout for the full year performance period. In 2025, the HCCC continued the use of a strategic modifier to IC for executive leadership (first introduced for 2024). The purpose of the strategic modifier is to incorporate a balanced scorecard approach to focus leadership on key objectives critical to the Company’s long‑term success, including initiatives that may not immediately affect net sales or operating income. For 2025, the strategic metric consisted of two components: Mitigating Tariff Impact and Strategic Change Leadership. Mitigating Tariff Impact: This component measured progress against initiatives intended to mitigate the estimated $130 million tariff impact. Key actions included vendor negotiations, production shifts, lower‑cost transportation alternatives, pricing and promotional optimization, and reductions in general, administrative and store operating expenses (SG&A) and capital expenditures. Strategic Change Leadership: This component was designed to enhance leadership effectiveness by encouraging collaboration, improved communication, cross‑functional alignment, and performance accountability. Progress was evaluated through multiple 360‑degree assessments, professional coaching, and ongoing feedback throughout the year. Each component was measured on an annual basis and included defined performance ranges with corresponding payout opportunities. Together, the two components acted as a modifier to participants’ total annual IC payout, increasing or decreasing the target award by up to ±15%, as determined by the HCCC. During 2025, the team successfully mitigated approximately $45 million of the $130 million tariff impact and developed actionable plans to address the remaining portion in 2026. In addition, senior leadership demonstrated greater organizational agility, openness to change, improved decision‑making speed, and enhanced collaboration in support of the Company’s strategic transformation. Senior leadership provided quarterly updates to the HCCC on progress against these goals. Based on 2025 performance, the HCCC approved a +15% of target payout for the strategic modifier. 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 2025 performance are set forth below and in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. Spring, Fall and annual payouts reflect the actual, quantitative results compared to targets originally set at the beginning of each period.

  59. Short-Term Performance-Based Cash Incentive Compensation

    | 52 | VS&Co | 2026 PROXY STATEMENT |

  60. Short-Term Performance-Based Cash Incentive Compensation

    Total Fiscal 2025 Short-Term Incentive Payout

  61. Short-Term Performance-Based Cash Incentive Compensation

    | | Target (% of Base Salary) (%) | Fiscal 2025 Spring Incentive Performance Percentage Achieved (%)(1) | Fiscal 2025 Fall Incentive Performance Percentage Achieved (%)(2) | Fiscal 2025 Annual Incentive Performance Percentage Achieved (%)(3) | Fiscal 2025 Strategic Incentive Performance Percentage Achieved (%)(4) | Total Weighted Fiscal 2025 Performance Achieved (%) | Total Fiscal 2025 Payout ($) | | Ms. Super | 175% | 100% | 200% | 135.6% | 15% | 154% | 3,626,705 | | Mr. Sekella (5) | 100% | 100% | 200% | 135.6% | 15% | 154% | 1,342,683 | | Ms. McAfee | 100% | 100% | 200% | 135.6% | 15% | 154% | 1,308,975 | | Ms. Preis (6) | 100% | 100% | 200% | 135.6% | 15% | 154% | 979,231 | | Mr. Boyle (7) | 125% | 100% | 200% | 135.6% | 15% | 154% | 2,005,688 |

  62. Short-Term Performance-Based Cash Incentive Compensation

    (1) Actual payout amounts received are: Ms.Super—$644,175; Mr. Sekella—$225,000; Ms. McAfee—$232,500; Ms. Preis—$65,011; and Mr. Boyle—$356,250. (2) Actual payout amounts received are: Ms. Super—$1,932,525; Mr. Sekella—$734,712; Ms. McAfee—$697,500; Ms. Preis—$677,250; and Mr. Boyle —$1,068,750. (3) Actual payout amounts received are: Ms. Super—$727,918; Mr. Sekella—$265,496; Ms. McAfee—$262,725; Ms. Preis—$164,280; and Mr. Boyle—$402,563. (4) Actual payout amounts received are: Ms. Super—$322,088; Mr. Sekella —$117,476; Ms. McAfee—$116,250; Ms. Preis—$72,690; and Mr. Boyle—$178,125. (5) Mr. Sekella’s payout was pro-rated based on the number of days his base salary increase was in effect before and after his promotion. (6) Ms. Preis’s target IC payout was established at the time she joined VS&Co. In August 2025, her IC target was increased from 80% to 100% in connection with her promotion to Chief Marketing and Customer Officer. Her payout was pro-rated based on her start date relative to the applicable performance period and the number of days her base salary and IC target increases were in effect before and after her promotion. (7) Mr. Boyle was eligible for IC payouts in accordance with the terms of his termination of employment. For information on the compensation he received in connection with his termination, see “Termination Benefits: Severance and Change in Control Agreements” below.

  63. Long-Term Equity Compensation

    Long-Term Equity Compensation For fiscal 2025, 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 for the LTI program, which were consistent with 2023 and 2024:

  64. Long-Term Equity Compensation

    | • The CEO and other executive officers receive a mix of performance share units (“PSUs”) and time-vested restricted stock units (“RSUs”). • The CEO’s award is more heavily weighted to PSUs (60% of total LTI). | • The other executive officers have an equal portion of their LTI award in PSUs and RSUs. |

  65. 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 2025, PSU metrics were a combination of three-year operating income goals and three-year relative total shareholder return compared to the S&P 1500 Specialty Retail Index. The HCCC approved the three‑year operating income targets at the beginning of the performance period. The overall three‑year target is comprised of three one‑year operating income goals, each established at the beginning of 2025. Performance against each annual goal is assessed independently, and the final payout for the three‑year performance period is determined by averaging the achievement levels for each of the three years. The operating income goals for PSUs granted in 2025 are designed to support sustained profitability and long‑term stockholder value. The three‑year plan reflects a targeted operating income compound annual growth rate (“CAGR”) of low double-digits,

  66. Long-Term Equity Compensation

    | VS&Co | 2026 PROXY STATEMENT | 53 |

  67. Long-Term Equity Compensation

    supported by assumptions of single‑digit sales growth and a corresponding reduction in expense growth over the period. For the three‑year performance period, the operating income CAGR required for threshold and maximum payout levels was flat and 15%, respectively. 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.

  68. Long-Term Equity Compensation

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

  69. 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 an external measure of our success compared to other specialty retail peers. 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, our 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 2025.

  70. Long-Term Equity Compensation

    | | RSUs ($) | PSUs ($) | Total ($) | | Ms. Super | 3,080,000 | 4,620,000 | 7,700,000 | | Mr. Sekella(1) | 750,000 | 750,000 | 1,500,000 | | Ms. McAfee | 1,162,500 | 1,162,500 | 2,325,000 | | Ms. Preis(2) | 725,000 | 725,000 | 1,450,000 | | Mr. Boyle | 1,425,000 | 1,425,000 | 2,850,000 |

  71. Long-Term Equity Compensation

    (1) Mr. Sekella joined VS&Co on January 29, 2025. His annual RSU award was granted in February 2025 upon his hire. (2) Ms. Preis joined VS&Co on May 27, 2025. Her annual RSU and PSU awards were granted in June 2025 upon her hire.

  72. 2023 Performance Share Units

    2023 Performance Share Units

  73. Achievement of Performance Objectives

    Achievement of Performance Objectives The PSUs granted under our executive compensation program in fiscal 2023 were designed to drive profitable growth through a three-year cumulative operating income goal. The internal operating income metric was equally balanced with an external rTSR metric that compares our performance against the returns of the S&P 1500 Specialty Retail Index over the same three-year performance 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.

  74. Achievement of Performance Objectives

    The HCCC designed the 2023 PSU program to balance internal financial performance with relative stockholder value creation by weighting results between operating income growth and rTSR. The rTSR metric compares the Company’s performance to other specialty retailers facing similar market conditions. Relative Total Shareholder Return (rTSR): Over the three‑year performance period, the Company generated a total shareholder return of +54.7%, which ranked 16th out of 48 companies in the S&P 1500 Specialty Retail Index, placing VS&Co at the 68th percentile. This performance resulted in a payout for the rTSR component of 172.0%. Three‑Year Operating Income: The three‑year operating income goals were set at the beginning of the performance period, with threshold, target, and maximum payout levels of $1,770 million, $1,955 million, and $2,150 million, respectively. The Company achieved $1,076 million in adjusted operating income over the three‑year period, which was below the threshold level, resulting in a 0% payout for this metric. The combined performance with respect to the operating income and rTSR metrics resulted in a total payout of 86.0% of target for the three‑year performance period.

  75. Final Payout

    Final Payout In March 2026, the HCCC certified payout of the PSUs granted in 2023 at 86% of target. The table below shows the number of shares of VS&Co common stock received by the NEOs as a result of the vesting of the 2023 PSU awards. Only Ms. McAfee and Mr. Boyle received PSU awards in 2023.

  76. Final Payout

    | Name | Target PSU Award (number of shares) | Percentage Payout | Vested PSU Award (number of shares) | | Ms. McAfee | 23,554 | 86.0% | 20,256 | | Mr. Boyle | 13,645 | 86.0% | 11,735 |

  77. Inducement LTI Awards

    Inducement LTI Awards Following Mr. Sekella’s mid-year promotion to Chief Financial and Operating Officer, the HCCC approved a one-time grant of RSUs with a grant date value of $250,000. This value represents the additional 0.5x base salary increase in Mr. Sekella’s annual LTI target, pro-rated to the effective date of his promotion. The grant vests 30% on the first and second anniversary of the grant date; the remaining 40% vests on the third anniversary of the grant date.

  78. 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 Mses. Super, McAfee and Preis and Mr. Sekella. For additional information regarding these arrangements, see “Estimated Post-Employment Payments and Benefits” below. Upon a change in control of VS&Co, executives’ 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 our 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.

  79. Recovery of Cash Bonus and Stock Compensation

    Recovery of Cash Bonus and Stock Compensation In 2022, the HCCC adopted a Clawback Policy aligned 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

  80. Recovery of Cash Bonus and Stock Compensation

    | 56 | VS&Co | 2026 PROXY STATEMENT |

  81. Recovery of Cash Bonus and Stock Compensation

    performance-based equity compensation granted, awarded, issued, paid or payable for all Senior Vice Presidents and above, including our NEOs. The HCCC determines if a cause-related clawback trigger exists. The triggers are defined as:

  82. Recovery of Cash Bonus and Stock Compensation

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

  83. Recovery of Cash Bonus and Stock Compensation

    The policy was further revised in 2023 to comply with new SEC rules and NYSE listing standards. Our Clawback Policy is filed as an exhibit to our 2025 Annual Report.

  84. 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. Our 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 IC payouts and the equity compensation programs, stock ownership guidelines for NEOs, as well as the multi-year vesting schedules for equity awards encourage executives and other associates to maintain both a short- and long-term view with respect to Company performance.

  85. Equity Award Grant Practices

    Equity Award Grant Practices We do not currently grant stock options, stock appreciation rights or similar option-like instruments, and do not currently plan to grant such awards. Accordingly, the Company does not maintain formal policies regarding the timing of option awards in relation to the disclosure of material nonpublic information. 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.

  86. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth information concerning total compensation earned by or paid to our NEOs for the fiscal year ended January 31, 2026.

  87. 2025 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 | 2025 | 1,222,846 | 1,000,000 | 8,039,570 | — | 3,626,705 | 492,373 | 14,381,494 | | Chief Executive Officer | 2024 | 481,319 | | 5,750,004 | — | 1,532,621 | 769,426 | 8,533,370 | | Scott Sekella | 2025 | 783,173 | 100,000 | 1,805,136 | — | 1,342,683 | 317 | 4,031,309 | | Chief Financial and Operating Officer | 2024 | 8,242 | — | — | — | 14,255 | 5 | 22,502 | | Melinda McAfee | 2025 | 771,154 | — | 2,410,449 | — | 1,308,975 | 23,664 | 4,514,242 | | Chief Human Resources and Legal Officer | 2024 | 746,154 | — | 2,259,559 | — | 943,238 | 22,991 | 3,971,942 | | | 2023 | 720,755 | — | 1,560,183 | — | 254,149 | 29,695 | 2,564,782 | | Elizabeth Preis | 2025 | 519,918 | — | 1,503,306 | — | 979,231 | 218,771 | 3,221,226 | | Chief Marketing and Customer Officer | | | | | | | | | | Dein Boyle | 2025 | 869,093 | — | 2,954,746 | — | 2,005,688 | 99,424 | 5,928,951 | | Former Chief Operating Officer | 2024 | 861,154 | — | 868,695 | — | 1,359,834 | 25,656 | 3,115,339 |

  88. 2025 Summary Compensation Table

    (1) The amounts reported for 2025 represent one-time payments to Ms. Super and Mr. Sekella as part of compensation arrangements made at their hire, subject to clawback agreements. To offset anticipated near-term future bonus payments at her then-current employer, we agreed to pay Ms. Super a one-time cash hire-on bonus of $1,000,000. If Ms. Super had voluntarily resigned or was terminated for cause within the first 12 months of her employment, she was required to repay the full value of the award. In lieu of participation in our relocation program, Mr. Sekella was paid a one-time cash hire-on bonus of $200,000. If Mr. Sekella had voluntarily resigned or was terminated for cause within the first 12 months of his employment, he was 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 his employment, he is required to repay 50% of the award, or $100,000. (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 17 to the consolidated financial statements included in the 2025 Annual Report. The accounting values of the PSUs granted during fiscal 2025, assuming that the highest level of performance conditions will be achieved, are: Ms. Super—$9,919,157; Mr. Sekella—$1,610,246; Ms. McAfee—$2,495,891; Ms. Preis—$1,556,594; and Mr. Boyle—$3,059,482. (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 of strategic metric goals 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 and net sales results and strategic metrics. Ms. Preis’s target short-term incentive payout was established at the time she joined the Company. She was eligible for a pro-rated payout under the STIP based on her start date relative to the applicable performance period.

  89. 2025 Summary Compensation Table

    | 58 | VS&Co | 2026 PROXY STATEMENT |

  90. 2025 Summary Compensation Table

    (4) The elements of compensation included in the “All Other Compensation” column for fiscal 2025 are set forth in the table below.

  91. 2025 Summary Compensation Table

    | Name | Company Contributions to the Executive’s Qualified and Non- Qualified Retirement Plan Account ($) | Incremental Company Cost to Provide Supplemental Life and Disability Insurance Coverage ($) | Security ($) | Relocation ($) | Other ($) | Total ($) | | Hillary Super(a) | 14,545 | 278 | 440,513 | 31,537 | 5,500 | 492,373 | | Scott Sekella | — | 317 | — | — | — | 317 | | Melinda McAfee | 23,367 | 297 | — | — | — | 23,664 | | Elizabeth Preis(b) | — | 204 | — | 218,567 | — | 218,771 | | Dein Boyle(c) | 18,705 | 334 | — | — | 80,385 | 99,424 |

  92. 2025 Summary Compensation Table

    (a) Security expenses totaled $432,982 for business-related security and $7,531 for personal security. The relocation expenses were incurred pursuant to the Company’s relocation policy related to Ms. Super’s 2024 relocation, as her relocation was completed in the first quarter of 2025. Other amount reflects expense related to Ms. Super’s executive physical. (b) Relocation amount reflects one-time expenses incurred in connection with Ms. Preis’s relocation pursuant to the Company’s relocation policy. (c) Other amount reflects cash severance payments made to Mr. Boyle under the terms of his executive severance agreement.

  93. 2025 Summary Compensation Table

    | VS&Co | 2026 PROXY STATEMENT | 59 |

  94. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 The following table provides information relating to plan-based awards and opportunities granted to the NEOs for fiscal 2025.

  95. Grants of Plan-Based Awards for Fiscal 2025

    | | | | 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 | | | 493,868 | 2,469,338 | 4,938,675 | | | | | | | PSUs | 3/19/2025 | 3/18/2025 | | | | 106,550 | 213,100 | 426,200 | | 4,959,579 | | RSUs | 3/19/2025 | 3/18/2025 | | | | | | | 142,066 | 3,079,991 | | Scott Sekella | | | | | | | | | | | | Annual Incentive | | | 181,125 | 905,625 | 1,811,250 | | | | | | | PSUs | 3/19/2025 | 3/18/2025 | | | | 17,297 | 34,594 | 69,188 | | 805,123 | | RSUs(5) | 2/3/2025 | 1/14/2025 | | | | | | | 21,484 | 750,006 | | RSUs(6) | 9/2/2025 | 8/18/2025 | | | | | | | 11,161 | 250,006 | | Melinda McAfee | | | | | | | | | | | | Annual Incentive | | | 178,250 | 891,250 | 1,782,500 | | | | | | | PSUs | 3/19/2025 | 3/18/2025 | | | | 26,811 | 53,621 | 107,242 | | 1,247,946 | | RSUs | 3/19/2025 | 3/18/2025 | | | | | | | 53,621 | 1,162,503 | | Elizabeth Preis | | | | | | | | | | | | Annual Incentive | | | 119,495 | 597,477 | 1,194,953 | | | | | | | PSUs(7) | 6/2/2025 | 4/21/2025 | | | | 17,403 | 34,806 | 69,612 | | 810,057 | | RSUs(7) | 6/2/2025 | 4/21/2025 | | | | | | | 34,806 | 725,009 | | Dein Boyle | | | | | | | | | | | | Annual Incentive | | | 273,125 | 1,365,625 | 2,731,250 | | | | | | | PSUs | 3/19/2025 | 3/18/2025 | | | | 32,865 | 65,729 | 131,458 | | 1,529,741 | | RSUs | 3/19/2025 | 3/18/2025 | | | | | | | 65,729 | 1,425,005 |

  96. Grants of Plan-Based Awards for Fiscal 2025

    (1) “Non-Equity Incentive Plan Awards” represent the threshold, target and maximum opportunities for the fiscal 2025 Spring and Fall seasons, the annual performance period based on the full fiscal year and the strategic metric modifier. The actual amounts earned under this plan are 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 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 operating income goals and (ii) 3-year relative total shareholder return compared to the S&P 1500 Specialty Retail Index. (3) “All Other Stock Awards” are RSUs granted during the fiscal year pursuant to the 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 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 relative total shareholder return compared to the S&P 1500 Specialty Retail Index result 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. Three years of daily historical stock price data (or full trading history if less) through March 19, 2025, were used to estimate volatility, corresponding to the length of the performance period of the award. The assumed per-share value is 114.7% of the closing stock price on the date of the grant, using a risk-free interest rate of 3.96% and volatility of 37.4%. The accounting values differ from the compensation values of the PSU awards disclosed in the CD&A. (5) RSUs granted to Mr. Sekella upon his hire as an annual equity award.

  97. Grants of Plan-Based Awards for Fiscal 2025

    | 60 | VS&Co | 2026 PROXY STATEMENT |

  98. Grants of Plan-Based Awards for Fiscal 2025

    (6) RSUs granted to Mr. Sekella upon his promotion to Chief Financial and Operating Officer. (7) PSUs and RSUs granted to Ms. Preis upon her hire as an annual equity award.

  99. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025 The table below shows the number of shares underlying exercisable stock options and unvested PSUs and RSUs held by our NEOs on January 31, 2026.

  100. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    | | 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 | | | | | | 308,526(4) | 16,817,752 | 426,200(5) | 23,232,162 | | Scott Sekella | | | | | | 32,645(6) | 1,779,479 | 69,188(7) | 3,771,438 | | Melinda McAfee | | | | | | 105,224(8) | 5,735,760 | 248,012(9) | 13,519,134 | | Elizabeth Preis | | | | | | 34,806(10) | 1,897,275 | 69,612(11) | 3,794,550 | | Dein Boyle | 3/31/2016 | 14,221 | — | 52.74 | 3/31/2026 | | | | | | | 3/16/2021 | 16,989 | — | 36.20 | 12/31/2026 | | | | | | | 3/31/2017 | 7,370 | — | 28.29 | 12/31/2026 | | | | | | | 3/28/2019 | 17,207 | — | 16.78 | 12/31/2026 | | | | | | | 3/21/2018 | 5,849 | — | 23.68 | 12/31/2026 | | | | | | | | | | | | 27,319(12) | 1,489,159 | 58,067(13) | 3,165,232 |

  101. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    (1) Option awards granted prior to our spin-off from L Brands, Inc. (“L Brands”). The number of options represents the adjusted number of outstanding awards. The number of options and exercise 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. (2) The market value is the product of $54.51, the closing price of our common shares on the NYSE on January 30, 2026 (the last trading date of fiscal 2025), and the number of shares subject to unvested stock awards. (3) PSUs granted in fiscal 2023 reflect actual percentage achieved of 86% and were paid out three years after the grant date in March 2026. Based on current performance and in accordance with the SEC rules, PSUs granted in fiscal 2024 and fiscal 2025 assume the maximum level of performance. Outstanding PSUs, if earned, will pay out three years after the grant date in March 2027 and March 2028, respectively. (4) Reflects RSUs that vested or are scheduled to vest as follows: 42,619 shares on March 19, 2026; 71,340 shares on October 7, 2026; 42,620 shares on March 19, 2027; 95,120 shares on October 7, 2027; and 56,827 shares on March 19, 2028. (5) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 426,000 shares on March 19, 2028. (6) Reflects RSUs that vested or are scheduled to vest as follows: 6,445 shares on February 3, 2026; 3,348 shares on September 2, 2026; 6,445 shares on February 3, 2027; 3,348 shares on September 2, 2027; 8,594 shares on February 3, 2028; and 4,465 shares on September 2, 2028. (7) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 69,188 shares on March 19, 2028. (8) Reflects RSUs that vested or are scheduled to vest as follows: 9,422 shares on March 16, 2026; 34,163 shares on March 19, 2026; 40,190 shares on March 19, 2027; and 21,449 shares on March 19, 2028. (9) Reflects PSUs that vested or are scheduled to vest, subject to achievement of performance conditions, as follows: 20,256 shares on March 16, 2026 (based on actual performance); 120,514 shares on March 19, 2027; and 107,242 shares on March 19, 2028. (10) Reflects RSUs that vest as follows: 10,441 shares on June 2, 2026; 10,442 shares on June 2, 2027; and 13,923 shares on June 2, 2028. (11) Reflects PSUs that vest, subject to achievement of performance conditions, as follows: 69,612 shares on March 19, 2028. (12) Reflects RSUs that vested as follows: 4,321 shares on March 16, 2026; and 22,998 shares on March 19, 2026. (13) Reflects PSUs that vested or are scheduled to vest, subject to achievement of performance conditions, as follows: 11,735 shares on March 16, 2026 (based on actual performance) and 46,332 shares on March 19, 2027.

  102. Outstanding Equity Awards at Fiscal Year-End for Fiscal 2025

    | VS&Co | 2026 PROXY STATEMENT | 61 |

  103. Option Exercises and Stock Vested for Fiscal 2025

    Option Exercises and Stock Vested for Fiscal 2025 The table below shows stock options that were exercised and PSUs and RSUs that vested during fiscal 2025 for each of our NEOs.

  104. Option Exercises and Stock Vested for Fiscal 2025

    | | 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 | — | — | 71,340 | 2,031,050 | | Scott Sekella | — | — | — | — | | Melinda McAfee | — | — | 44,134 | 964,506 | | Elizabeth Preis | — | — | — | — | | Dein Boyle | — | — | 17,348 | 343,764 |

  105. Option Exercises and Stock Vested for Fiscal 2025

    (1) This column represents shares acquired on vesting of PSUs granted during fiscal 2022 and RSUs granted during fiscal 2022, 2023 and 2024.

  106. Pay Versus Performance

    Pay Versus Performance As required by the Dodd-Frank Act and SEC rules, the following disclosure presents the relationship between executive compensation actually paid (as defined by SEC rules) and the financial performance of VS&Co over the applicable time period.

  107. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO(1)($) (Super) | Summary Compensation Table Total for PEO(1) ($) (Waters) | Compensation Actually Paid to PEO(2) ($) (Super) | Compensation Actually Paid to PEO(2) ($) (Waters) | Average Summary Compensation Table Total for non-PEO NEOs(1) ($) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(3) ($) | Net Income ($) | Operating Income(4) ($) | | 2025 | 14,381,494 | — | 43,947,209 | — | 4,423,932 | 9,919,898 | 94 | 144 | 189,000,000 | 271,000,000 | | 2024 | 8,533,370 | 12,750,535 | 11,429,774 | 6,837,495 | 3,778,107 | 4,622,728 | 62 | 142 | 169,000,000 | 310,000,000 | | 2023 | — | 10,925,251 | — | 1,626,259 | 3,823,312 | 1,696,135 | 46 | 108 | 116,000,000 | 246,000,000 | | 2022 | — | 12,519,912 | — | (3,313,155) | 4,884,890 | 2,915,978 | 67 | 77 | 338,000,000 | 478,000,000 | | 2021 | — | 12,905,231 | — | 27,852,235 | 4,601,134 | 9,248,185 | 96 | 93 | 646,000,000 | 870,000,000 |

  108. Pay Versus Performance

    (1) Ms. Super was the Principal Executive Officer (“PEO”) during fiscal 2025. Ms. Super began serving as the Principal Executive Officer (“PEO”) on September 9, 2024. Martin Waters was the PEO prior to Ms. Super’s appointment and served as the PEO for fiscal 2023, 2022 and 2021. Non-PEO NEOs include Mr. Sekella, Ms. McAfee, Ms. Preis and Mr. Boyle for fiscal 2025; Mr. Sekella, Mr. Boyle, Ms. McAfee, Timothy Johnson, Christine Rupp and Gregory Unis for fiscal 2024; Mr. Johnson, Ms. McAfee, Ms. Rupp and Mr. Unis for fiscal 2023; Mr. Johnson, Amy Hauk, Ms. Rupp and Mr. Unis for fiscal 2022; and Mr. Johnson, Mr. Boyle, Ms. Hauk, and Mr. Unis for fiscal 2021. (2) To calculate Compensation Actually Paid (“CAP”), the following amounts were deducted from and added to Summary Compensation Table (“SCT”) total compensation:

  109. Compensation Actually Paid and Certain Financial Measures

    Compensation Actually Paid and Certain Financial Measures The chart below illustrates the relationship between the PEO and average non-PEO NEO’s CAP amounts as compared to the 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.

  110. 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.