Victoria's Secret Appoints New Director, Grants Stock

TL;DR

VSCO adds Timothy Johnson to the board, he gets $100k retainer + $150k stock.

AI Summary

Victoria's Secret & Co. announced on January 29, 2025, that Timothy Johnson has been appointed as a Class III Director to the Board of Directors, effective January 28, 2025. Johnson will serve on the Audit Committee and the Nominating and Corporate Governance Committee. He will receive compensation for his services as a non-employee director, including a retainer of $100,000 and a grant of restricted stock units valued at $150,000.

Why It Matters

The appointment of a new director and the associated compensation package can signal changes in board composition and governance, potentially impacting strategic decisions and shareholder value.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of a board appointment and compensation, with no immediate negative financial or operational implications.

Key Numbers

• $100,000 — Director Retainer (Annual compensation for Timothy Johnson)
• $150,000 — Stock Grant (Value of restricted stock units for Timothy Johnson)

Key Players & Entities

• Victoria's Secret & Co. (company) — Registrant
• Timothy Johnson (person) — Appointed Class III Director
• $100,000 (dollar_amount) — Annual retainer for non-employee director
• $150,000 (dollar_amount) — Value of restricted stock units granted
• January 28, 2025 (date) — Effective date of appointment
• January 29, 2025 (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
• $750,000 — ll be paid (i) an annual base salary of $750,000, (ii) a target annual incentive compens
• $200,000 — ary, and (iii) a one-time cash bonus of $200,000, subject to repayment if Mr. Sekella is
• $1,500,000 — having an aggregate grant date value of $1,500,000, in the form of restricted stock units

Filing Documents

• vsco-20250128.htm (8-K) — 30KB
• ex101vscojanuary20258-k.htm (EX-10.1) — 94KB
• ex991vscojanuary20258-k.htm (EX-99.1) — 34KB
• vscologoa.jpg (GRAPHIC) — 135KB
• 0001856437-25-000002.txt ( ) — 478KB
• vsco-20250128.xsd (EX-101.SCH) — 2KB
• vsco-20250128_lab.xml (EX-101.LAB) — 21KB
• vsco-20250128_pre.xml (EX-101.PRE) — 12KB
• vsco-20250128_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. 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. On January 29, 2025, the Company issued a press release updating its fourth quarter 2024 financial guidance. A copy of the press release announcing the Company's updated financial guidance and the CFO succession is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit 10.1 Executive Severance Agreement by and between VS Service Company, LLC and Scott Sekella, dated as of January 29, 2025. Exhibit 99.1 Press Release of Victoria's Secret & Co., dated January 29, 2025. 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: January 29, 2025 By: /s/ Melinda McAfee Melinda McAfee Chief Human Resources Officer and Chief Legal Officer