Victoria's Secret Appoints New CFO, Greg Hall

TL;DR

VSCO names Greg Hall as new CFO, base $650K + bonus + stock.

AI Summary

Victoria's Secret & Co. announced on August 14, 2024, that their Board of Directors has appointed Greg Hall as the new Chief Financial Officer, effective August 12, 2024. Hall previously served as Interim CFO and will receive an annual base salary of $650,000, along with a target annual bonus of 100% of his base salary. He will also be granted 150,000 restricted stock units, vesting over three years.

Why It Matters

The appointment of a permanent CFO is a significant leadership decision that can impact investor confidence and the company's financial strategy moving forward.

Risk Assessment

Risk Level: low — This filing primarily concerns an executive appointment and compensation, which is standard corporate practice and does not inherently introduce new business risks.

Key Numbers

• $650,000 — Annual Base Salary (For new CFO Greg Hall)
• 100% — Target Annual Bonus (Of base salary for Greg Hall)
• 150,000 — Restricted Stock Units (Granted to Greg Hall, vesting over three years)

Key Players & Entities

• Victoria's Secret & Co. (company) — Registrant
• Greg Hall (person) — Newly appointed Chief Financial Officer
• $650,000 (dollar_amount) — Greg Hall's annual base salary
• 150,000 (dollar_amount) — Greg Hall's restricted stock units grant
• August 12, 2024 (date) — Effective date of Greg Hall's appointment
• August 14, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 Par Value VSCO The New York Stock Excha
• $1,200,000 — r things, (i) an initial base salary of $1,200,000; (ii) a target annual incentive compens
• $1,000,000 — salary; (iii) a one-time cash bonus of $1,000,000, subject to repayment in full if Ms. Su
• $5,750,000 — having an aggregate grant date value of $5,750,000, in the form of restricted stock units
• $7,700,000 — having an aggregate grant date value of $7,700,000, in such form(s) as approved by the HCC

Filing Documents

• vsco-20240812.htm (8-K) — 34KB
• ex101vsco-august20248xk.htm (EX-10.1) — 119KB
• ex991vsco-august20248xk.htm (EX-99.1) — 45KB
• vscologo_wordmarkxblacka.jpg (GRAPHIC) — 135KB
• 0001856437-24-000022.txt ( ) — 528KB
• vsco-20240812.xsd (EX-101.SCH) — 2KB
• vsco-20240812_lab.xml (EX-101.LAB) — 21KB
• vsco-20240812_pre.xml (EX-101.PRE) — 12KB
• vsco-20240812_htm.xml (XML) — 3KB

02. Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition. On August 14, 2024, Victoria's Secret & Co. (the "Company") issued a press release announcing its second quarter 2024 preliminary unaudited results. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. The information contained in Exhibit 99.1 hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Executive Officer Succession On August 12, 2024, the Board of Directors of the Company (the "Board") terminated Martin Waters as Chief Executive Officer ("CEO") of the Company, effective as of August 13, 2024. In order to provide for a smooth transition of his responsibilities, Mr. Waters will remain employed by the Company in a non-executive capacity through August 31, 2024. The Company and the Board thank Mr. Waters for his many contributions to the Company. Effective as of August 12, 2024, Mr. Waters resigned from the Board. Mr. Waters' resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the Company's operations, policies or practices. Mr. Waters' termination constitutes a termination by the Company without Cause under the Executive Employment Agreement, dated May 22, 2021, between Mr. Waters and the Company. In connection with his termination, Mr. Waters will be entitled to receive the severance benefits provided under his employment agreement, subject to his execution of a full release of claims, pursuant to which he will affirm his agreemen

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. A copy of the press release announcing the Company's second quarter 2024 preliminary unaudited results and the CEO succession is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit 10.1 Executive Employment Agreement by and between VS Service Company, LLC and Hillary Super, dated as of August 12, 2024. Exhibit 99.1 Press Release of Victoria's Secret & Co., dated August 14, 2024. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VICTORIA'S SECRET & CO. Date: August 14, 2024 /s/ Timothy Johnson Timothy Johnson Interim Chief Executive Officer and Chief Financial and Administrative Officer