Victorias Secret & Co. · NYSE:VSCO
Victorias Secret & — Proxy Contest (May 2026)
36 slides from Victorias Secret &'s proxy contest presentation, May 20, 2026
Slide 1: Vote for Victoria's Secret's Board and Our Continued Momentum
Vote for Victoria’s Secret’s Board and Our Continued Momentum MAY 2026 1
Slide 2: Significant Transformation, Momentum and Value Creation
Significant Transformation, Momentum and Value Creation The Board continues to take action in the best interests of all shareholders and is driving significant and accelerating outperformance under new management 1 New Management Team, Led by CEO Hillary Super, Is in the Middle of a Turnaround That’
Slide 3: The Power of Victoria's Secret & Co.
The Power of Victoria’s Secret & Co. #1 $6.6B 1 3 Bra Brand in the World Net Sales #1 1,400+ Fragrance in America is Stores Worldwide 1 Bombshell #2 ~70 Highest Followed Brand on Countries 4 Instagram 30k+ ~150M Associates Across Social Media Followers 2 our Global Footprint 1) Based on third-party
Slide 4: 2021 Spin-off Occurred Against Backdrop of Significant Industry Changes and Macro Challenges
2021 Spin-off Occurred Against Backdrop of Significant Industry Changes and Macro Challenges Victoria’s Secret became a new public company in 2021, in a rapidly changing market environment. The new Board, led by Chair Donna James, has been actively working with management to ensure shareholder value
Slide 5: Board Recognized the Need for Change and Continues to Take Decisive Action
Board Recognized the Need for Change and Continues to Take Decisive Action • Initiated and conducted an extensive CEO search process, led by Donna and the Board, with a nationally recognized search firm, and appointed Hillary Super as new CEO, effective September 2024 Appointed New CEO • Hillary is
Slide 6: The Board Appointed Hillary Super as CEO to Spearhead Our Turnaround
The Board Appointed Hillary Super as CEO to Spearhead Our Turnaround H Hi il ll la ar ry y S Su up pe er r – – A A D Dy yn na am mi ic c a an nd d T Tr ra an ns sf fo or rm ma at ti iv ve e R Re et ta ai il l L Le ea ad de er r • Brings 30 years of retail merchant experience across renowned Share Pr
Slide 7: Path to Potential: A Clear Road Map that Is Delivering Value Creation
Path to Potential: A Clear Road Map that Is Delivering Value Creation… Supercharge Bra Recommit to Fuel Growth in Evolve Brand Projection Authority PINK Beauty & Go-to-Market Strategy • Industry-leading bra experience • Re-establish PINK’s market • Build on leading fragrance • Redeploy marketing spe
Slide 8: Supported By Strong Operational Initiatives and Disciplined Actions
…Supported By Strong Operational Initiatives and Disciplined Actions Operational Discipline • Reduced promotions and increased regular price selling, driving Average Unit Retail (AUR) growth of 3% in FY25 1 • FY25 adjusted gross margin¹ held flat at 37.0% despite $130M of gross tariff pressure 1 • F
Slide 9: The Path to Potential Is Yielding Significant Operating Results
The Path to Potential Is Yielding Significant Operating Results Topline Growth Is Accelerating Margin Is Expanding Bottom Line Is Strengthening 1 1,4 YoY Comp Sales % Adj. Operating Income Rate % Adj. Earnings Per Share Q3 and Q4 2025 saw 8% YoY Comp Growth Delivered Adj. Operating Income of $403M i
Slide 10: Delivering Strong Results and Continued Momentum
Delivering Strong Results and Continued Momentum Outlook (As of March 5, 2026) +5% FY25 Comp Sales Growth ~2 pts Above Consensus Estimate $6.85-$6.95B 2 FY26E Net Sales $6.55B FY25 Net Sales ~1% Above Consensus Estimate $430-$460M 2 FY26E Operating Income $403M FY25 Adj. Operating Income¹ ~5% Above
Slide 11: The Board and Management Team's Actions Are Delivering Meaningful TSR Outperformance
The Board and Management Team’s Actions Are Delivering Meaningful TSR Outperformance TSR Since Path to Potential TSR Since Announcement of Hillary 1-Year TSR Announcement Super’s Appointment as CEO 1 3/5/25 8/14/24 +155% +103% +114% 141% +97% +90% +79% 107% +79% +80% +70% 98% 38% 28% 27% 28% 19% 18%
Slide 12: Research Analyst Price Targets Validate Strategy
Research Analyst Price Targets Validate Strategy % of Buy Ratings increase in median analyst price target +283% 2 since new CEO announcement 1 “There are few opportunities to become bullish Price Target on apparel... and this is one.” $67.00 5/8/26 “We believe Victoria’s Secret is transitioning from
Slide 13: The Board Is Taking Decisive Action on Adore Me
The Board Is Taking Decisive Action on Adore Me The 2022 acquisition aligned with the Company’s strategic goals at the time. Since then, the Board of Directors and new management team have taken decisive steps to optimize the business and its value creation for shareholders Acquisition Process, Stru
Slide 14: Our Board: Engaged, Evolving, and Accountable
Our Board: Engaged, Evolving, and Accountable… We have a highly engaged, recently refreshed Board with the skills and expertise to oversee our turnaround Significant and Deliberate Refreshment Since Spin-off from L Brands in August 2021 2021 2022 2023 2024 2025 2026 VS&Co is spun off from Mariam Naf
Slide 15: United in Our Commitment to Acting for All Shareholders
...and United in Our Commitment to Acting for All Shareholders The Board Unanimously Supports a Vote “FOR” Our Chair Donna James W Wh hy y D Do on nn na a J Ja am me es s? ? Elected Unanimously by the Board • Wealth of public company board leadership expertise at leading U.S. public companies o Expe
Slide 16: Donna James: Proven Value Creator Acting in Best Interests of ALL Shareholders
Donna James: Proven Value Creator Acting in Best Interests of ALL Shareholders As Chair, Donna James provides extensive public company board and corporate governance expertise, including leadership experience during times of company turnarounds and management transitions Result A Unique Skillset Exa
Slide 17: A Multi-Year, Good-Faith Engagement with BBRC
A Multi-Year, Good-Faith Engagement with BBRC The Board evaluated Mr. Blundy twice through a robust process led by its Nominating and Governance Committee. Throughout its engagement, the Board acted in good faith and offered constructive alternatives to protect the Company and sustain Path to Potent
Slide 18: BBRC and Blundy's Track Record Undercut the Legitimacy of Their Claims
BBRC and Blundy’s Track Record Undercut the Legitimacy of Their Claims Concerns Facts and Assessment Conclusion This is BBRC’s brand, Léays – • No prior experience as a director of a U.S. public company Worst-in-Class look familiar? • Blundy’s statements during director candidate interviews raised q
Slide 19: The Board's Good Faith Engagement and Proposed Resolution
The Board’s Good Faith Engagement and Proposed Resolution We Proposed a Constructive Instead, BBRC Chose to Pursue a Distracting, Resolution Expensive Campaign • Invited Blundy to present to the Board and provide • No case for change – no differentiated strategy or input into the Company’s capital a
Slide 20: Comparing the Company's Facts versus BBRC's Mischaracterizations
Comparing the Company’s Facts… VERSUS …BBRC’s Mischaracterizations 20
Slide 21: Setting the Record Straight on BBRC's Misleading Claims: Business and Strategy (TSRs)
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (TSRs) – The Full Picture N No o M Ma at tt te er r H Ho ow w Y Yo ou u S Sl li ic ce e I It t, , V Vi ic ct to or ri ia a’ ’s s S Se ec cr re et t i is s O Ou ut tp pe er rf fo or rm mi in ng g P Pe ee er rs s BBRC’s Clai
Slide 22: Setting the Record Straight: Capital Allocation
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (Capital Allocation) “Failed Capital BBRC’s Claim 1 VS&Co’s Board Has Taken a Disciplined and Balanced Approach to Capital Allocation Allocation” Capex investment of ~3% of sales, focused Paid down ~$150M in debt and halve
Slide 23: Setting the Record Straight: Board and Governance
Setting the Record Straight on BBRC’s Misleading Claims – Board and Governance BBRC’s Claim The Facts Select VS&Co Proof Points Board has taken 3 1 <5 VS&Co has a highly engaged, experienced and decisive action “Board refreshes haven’t recently refreshed Board, having added three under the 1 New ind
Slide 24: Setting the Record Straight: Donna James
Setting the Record Straight on BBRC’s Misleading Claims – Donna James BBRC’s Claim The Facts Select VS&Co Proof Points VS&Co has only operated as an independent “Ms. James’ 25-Year Victoria’s Secret and its Board have existed public company since 2021 following its Tenure Has Led to independently fo
Slide 25: Setting the Record Straight: Engagement with BBRC
Setting the Record Straight on BBRC’s Misleading Claims – Engagement with BBRC BBRC’s Claim The Facts Select VS&Co Proof Points Owns a “The Board ... concocted The Board acknowledges Blundy’s operational 2 17 3 “global unsubstantiated reasons why experience in low-cost retail BUT identified lingerie
Slide 26: Vote FOR Victoria's Secret's Board and Our Continued Momentum
Vote FOR Victoria’s Secret’s Board and Our Continued Momentum 26
Slide 27: The Path to Potential Is Delivering — Don't Disrupt the Momentum
Vote FOR Victoria’s Secret’s Board and Our Continued Momentum The Path to Potential Is Delivering — Don’t Disrupt the Momentum Donna and the Board Took Decisive Action and the Turnaround Is Working ü Recruited Hillary Super and refreshed more than half of the senior leadership team ü Launched the Pa
Slide 28: Appendix
Appendix 28
Slide 29: Setting the Record Straight: Business and Strategy (Comparison to Aerie)
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (Comparison to Aerie) Key Facts about VS&Co Why BBRC’s Lens Is Misleading BBRC’s Claim Different business mix “Aerie is the closest direct VS&Co is intimates-led O competitor to VS&Co, and VS has Only ~1/3¹ of Aerie’s busi
Slide 30: Setting the Record Straight: FY21 to FY25 Track Record
Setting the Record Straight on BBRC’s Misleading Claims Business and Strategy (FY21 to FY25 Track Record) BBRC’s analysis uses an inappropriate FY21 peak / post-COVID reopening base and ignores the Company’s current trajectory: VS&Co is now prioritizing profitable growth, improving margins despite t
Slide 31: Compensation Aligned with Performance and Supported by Shareholders
Compensation Aligned with Performance and Supported by Shareholders 1 VS&Co TSR Significantly Outperformed Peers by 44% … …While VS&Co’s Total CEO Compensation Was Essentially the Same ($ in millions) 1 FY 2025 Total Shareholder Returns 2025 Total CEO Compensation +44.3% +2.1% $14.4 $14.1 49.9% 5.6%
Slide 32: Compensation Program Aligned with Strategic Priorities
Compensation Program Aligned with Strategic Priorities Incentives Aligned with Business Goals Short-Term Incentive Plan At-Risk Pay is Directly Tied to Performance Adjusted ü 75% weighting across Spring, Fall and Annual performance periods FY 2025 Target CEO Pay Mix ü Directly linked to long-term st
Slide 33: Forward-Looking Statements
Forward-Looking Statements As used in this document, “we,” “us,” “our” or the “Company” refers to Victoria’s Secret & Co. (together with its subsidiaries unless the context otherwise requires). Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 This document contains fo
Slide 34: Non-GAAP Financial Information (1/3)
Victoria’s Secret & Co. Non-GAAP Financial Information (In millions except per share amounts) (Unaudited) (1/3) Fiscal Year Reconciliation of Reported to Adjusted Gross Profit 2025 2024 2023 Reported Gross Profit - GAAP $2,384 $2,284 $2,242 % Net Sales 36.4% 36.7% 36.3% Adore Me Long-Lived Assets Im
Slide 35: Non-GAAP Financial Information (2/3)
Victoria’s Secret & Co. Non-GAAP Financial Information (In millions except per share amounts) (Unaudited) (2/3) Fiscal Year Reconciliation of Reported to Adjusted Net Income Attributable to Victoria's Secret & Co. 2025 2024 2023 Reported Net Income Attributable to Victoria's Secret & Co. - GAAP $161
Slide 36: Non-GAAP Financial Information (3/3)
Victoria’s Secret & Co. Non-GAAP Financial Information (In millions except per share amounts) (Unaudited) (3/3) Fiscal Year Reconciliation of Reported to Adjusted Net Income Attributable to Victoria's Secret & Co. 2025 2024 2023 Net Income Attributable to Victoria's Secret & Co. - GAAP $161 $165 $10