Victoria's Secret Faces Boardroom Challenge as BBRC Calls for Change

In a bold move, BBRC International PTE Limited, the second-largest shareholder of Victoria's Secret & Co. (NYSE: VSCO), has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC) urging fellow stockholders to vote against the reelection of two directors, Chair Donna James and Mariam Naficy, at the upcoming 2026 Annual Meeting of Stockholders. This action comes as part of BBRC's ongoing efforts to address what they describe as poor corporate governance and ineffective oversight that has plagued the company since its separation from L Brands in 2021.

BBRC, which owns approximately 13% of Victoria's Secret shares, argues that James and Naficy's continued presence on the board is detrimental to the company’s future. In an open letter to stockholders, BBRC outlines its concerns over the board's performance, particularly highlighting the stark contrast between the directors' financial stakes and those of the shareholders. It notes that non-executive board members hold less than 1% of the outstanding shares, raising questions about their alignment with shareholder interests.

The investment firm points to a significant underperformance of Victoria's Secret stock, which has lagged behind the S&P 500 Consumer Discretionary Distribution & Retail Index by approximately 92 percentage points since BBRC's investment four years ago. BBRC claims that the board's misallocation of $1.2 billion in capital through poorly executed buybacks and acquisitions has contributed to this decline.

The financial metrics are telling:

BBRC highlights governance concerns, particularly regarding James's lengthy tenure. With 25 years on the board, the firm asserts that her excessive tenure undermines the independence necessary for effective oversight. BBRC cites that over 75% of S&P 500 companies enforce tenure limits of 15 years or less, suggesting that a fresh perspective is needed at Victoria's Secret.

Furthermore, the letter criticizes the board's failure to act decisively in replacing the CEO, arguing that it took over three years and significant stockholder value erosion before such changes were made. BBRC emphasizes the need for a board that is responsive to shareholder concerns and accountable for its actions.

The contentious acquisition of Adore Me for approximately $591 million is another focal point in BBRC's argument. BBRC claims that the acquisition has not delivered the promised synergies or financial benefits, resulting in over $155 million in impairments. They emphasize that stockholders have not seen the returns they were led to expect, further questioning the board's capital allocation strategies.

As the 2026 Annual Meeting approaches, BBRC's call to action is clear: stockholders must take a stand to push for a more accountable and effective board. The firm believes that voting against James and Naficy will pave the way for a board that is more in tune with shareholder interests and better equipped to support the company's turnaround efforts.

BBRC argues that recent changes in management, led by CEO Andrew Super, have set a positive direction for the company. However, they stress that a board aligned with this vision is crucial. They assert that removing James and Naficy will not disrupt the turnaround but rather accelerate it by introducing fresh perspectives on capital allocation and strategic direction.

As BBRC mobilizes stockholders to advocate for change, the upcoming annual meeting presents a pivotal moment for Victoria's Secret. With the company's future on the line, the decisions made by shareholders in the coming weeks will be critical in shaping the trajectory of this iconic brand, once a leader in the intimate apparel sector. The spotlight on board governance and accountability is likely to intensify as stockholders weigh their options and consider the implications of their votes.