Victorias Secret & Co. · NYSE:VSCO
Victorias Secret & — Proxy Contest (May 2026)
39 slides from Victorias Secret &'s proxy contest presentation, May 18, 2026
Slide 1: Stockholders Should Vote AGAINST Chair Donna James at the 2026 Annual Meeting
1 BBRC WORLDWIDE Stockholders Should Vote AGAINST Chair Donna James at the 2026 Annual Meeting A Targeted Accountability Campaign to Preserve Victoria's Secret's Turnaround
Slide 2: Disclaimer
Disclaimer This presentation and any of the information contained herein (this "Presentation") is for discussion and general informational purposes only. This Presentation does not have regard for the specific investment objective, financial situation, suitability, or the particular need of any spec
Slide 3: Section I. Executive Summary
3 BBRC WORLDWIDE Section I. Executive Summary
Slide 4: Executive Summary
4 Executive Summary Since VS became an independent public company following its spin-off from L Brands in August 2021, stockholders have suffered years of value destruction, misallocated capital and anti-stockholder governance. Chair Donna James has overseen the Company for 25 years, an extended per
Slide 5: About BBRC: We Are a Retail Industry Operator and Owner
About BBRC: We Are a Retail Industry Operator and Owner We Are Not a Typical Activist Investor • BBRC is a global, retail-focused investment firm with more than $3 billion invested in specialty retail brands, founded and led by Brett Blundy, the founder, 40% owner and Chair of ASX-listed Lovisa Hold
Slide 6: Timeline of Key Events
Timeline of Key Events BBRC engaged with VS' Board for years regarding the Company's strategic direction, the Board's lack of stockholder representation and capital allocation missteps, and the Chair's excessive tenure. While Board members met with BBRC on multiple occasions, their actions did not i
Slide 7: The Board Has Refused to Acknowledge its Failures
The Board Has Refused to Acknowledge its Failures The Board is attempting to miscast our intentions and smear BBRC's reputation – and has refused to deal with the facts of its failed oversight. 7 1 Company proxy supplement dated May 11, 2026 and press releases dated May 5, 2026 and May 11, 2026. The
Slide 8: The Board Has Refused to Acknowledge its Failures (cont'd)
The Board Has Refused to Acknowledge its Failures (cont'd) The Board is attempting to miscast our intentions and smear BBRC's reputation – and has refused to deal with the facts of its failed oversight. 8 1 Company press releases dated November 4, 2025 and May 5, 2026. The Company's Misleading State
Slide 9: The Board's January 2026 Proposal Failed to Address Stockholder Concerns
The Board's January 2026 Proposal Failed to Address Stockholder Concerns The Board's settlement proposal on January 9, 2026 was the third iteration of a settlement structure the Board has offered BBRC since January 2024 – all of which have failed to address our core concern, which is that the Chair
Slide 10: BBRC's Campaign Is About Accountability at VS – Not Retaliation
BBRC's Campaign Is About Accountability at VS – Not Retaliation The Company is mistakenly attempting to paint our campaign as a vendetta, but we are simply trying to strengthen the Board via the removal of the problematic, long-tenured Chair – not seeking to obtain a Board seat for ourselves. • If,
Slide 11: We Are Not Seeking a Board Seat for Ourselves
We Are Not Seeking a Board Seat for Ourselves We're asking stockholders to vote AGAINST the election of Chair Donna James to hold her accountable for her role in necessitating the current turnaround. 11 The Company's bylaws require directors to tender their resignations if they receive a majority of
Slide 12: Section II. Under Ms. James, VS Has Suffered Long-Term Underperformance
BBRC WORLDWIDE Section II. Under Ms. James, VS Has Suffered Long-Term Underperformance and Negative Returns
Slide 13: The Board Has Overseen Significant Stockholder Value Destruction
The Board Has Overseen Significant Stockholder Value Destruction Since its 2021 spin-off, VS has destroyed significant stockholder value under the Board's watch. 13 Source: Company Form 10-K filings. The Board's Track Record of Value Destruction: FY 2021 – FY 2025 (75.1%) Net income fell from $646 m
Slide 14: Months of Turnaround Do Not Make Up for Years of Underperformance
1-Year 3-Year Since BBRC 13G Since Spin-Off VS Peer Median S&P 500 Consumer Discretionary Distribution & Retail Index Months of Turnaround Do Not Make Up for Years of Underperformance and Oversight Failures VS has largely underperformed the S&P 500 Consumer Discretionary Distribution & Retail Index
Slide 15: Stockholders Cannot Trust the Same Chair to Deliver Different Performance
-80% -60% -40% -20% 0% 20% 40% 60% 80% 100% Jul '21 Jul '22 Jun '23 May '24 May '25 Apr '26 VSCO Peer Median S&P 500 Consumer Discretionary Distribution & Retail Index Stockholders Cannot Trust the Same Chair to Deliver Different Performance The recent share price recovery is the work of a new CEO –
Slide 16: Stockholders Deserve Accountability for the Value Destruction Under Ms. James
2x 3x 4x 5x 6x 7x 8x 9x 10x 11x 08/03/2021 12/19/2022 05/09/2024 09/30/2025 VS Peers Stockholders Deserve Accountability for the Value Destruction Under Ms. James The Company has historically traded at a discounted EV/EBITDA multiple versus peers – a persistent ~19% gap that we believe can be closed
Slide 17: VS Has Delivered Weaker Revenue Growth Relative to Its Closest Peer
-8% -6% -4% -2% 0% 2% 4% 6% 8% 10% Jun '22 Mar '23 Dec '23 Sep '24 Jun '25 Mar '26 Quarter-Over-Quarter Change in 12-Month Revenue VS Aerie Under Ms. James, VS Has Delivered Weaker Revenue Growth Relative to Its Closest Peer 17 Source: Bloomberg. 1 RetailBoss, The Top 10 Lingerie Brands in the USA (
Slide 18: VS Has Delivered Inferior Operating Margins Relative to Its Closest Peer
-5% 0% 5% 10% 15% 20% 25% Jun '21 Jun '22 Jun '23 Jun '24 Jun '25 Quarterly Operating Margins VS Aerie Under Ms. James, VS Has Delivered Inferior Operating Margins Relative to Its Closest Peer 18 Source: Bloomberg. VS Median: 3.8% Aerie Median: 16.5% VS' margins have been lower than Aerie's in 13 ou
Slide 19: Stockholders Face Potential Harm If They Do Nothing
Stockholders Face Potential Harm If They Do Nothing at This Year's Annual Meeting If stockholders allow Ms. James to continue in her role, we believe VS stock could follow the same pattern of value destruction. 19 Source: FactSet. Illustration shows the Company's historical TSR from July 22, 2021 th
Slide 20: Section III. Stockholders Are Better Off Without Ms. James
BBRC WORLDWIDE Section III. Stockholders Are Better Off Without Ms. James, Whose Oversight Has Been a Failure
Slide 21: Removal of an Extremely Long-Tenured Chair Who Presided Over Value-Destructive Decisions
We Are Seeking the Removal of an Extremely Long-Tenured Chair Who Has Presided Over Numerous Value-Destructive Decisions 21 Source: Company filings. (4) Donna James – Board Chair – Director Since 2001 × Over-tenured, having overseen VS for 25 years across her board service at Intimate Brands, The Li
Slide 22: Past Board Refreshes Haven't Gone Far Enough
Past Board Refreshes Haven't Gone Far Enough: New Directors, Same Leadership Every Board leadership role – including the Board Chair and committee chairs – is still held by directors who oversaw the value destruction and missteps that necessitated the current turnaround. 22 Source: Company filings.
Slide 23: Stockholder Support for Ms. James and Executive Pay Has Declined
Stockholder Support for Ms. James and the Company's Executive Pay Program Has Declined 23 Source: Company filings. 1 Harvard Law School Forum on Corporate Governance article dated January 17, 2026. 2 Glass, Lewis & Co. LLC 2026 Benchmark Policy Guidelines – United States. Stockholders have spoken –
Slide 24: Ms. James' 25-Year Tenure Has Led to Weakened Objectivity
Ms. James' 25-Year Tenure Has Led to Weakened Objectivity Ms. James has overseen VS for 25 years, including 20 years working alongside Les Wexner on the boards of Intimate Brands, The Limited and L Brands, the Company's former parent companies. • Ms. James' 25-year tenure is well beyond the range co
Slide 25: Ms. James' 25-Year Tenure Has Been Defined by Poor Decision-Making
Ms. James' 25-Year Tenure Has Been Defined by Poor Decision-Making Ms. James presided over the failed strategic initiatives, outsized compensation packages, ineffective allocation of capital and sustained underperformance that created the need for CEO Hillary Super's appointment and the current turn
Slide 26: VS Is on Track to Miss its 2026 Financial Targets
Under Ms. James' Leadership, VS Is on Track to Miss its 2026 Financial Targets The Company's FY 2026 guidance falls well short of the targets set at its 2023 Investor Day, which were revised downward from the 2022 Investor Day. 26 Source: Company filings. Metric 2026 Targets Set in 2023 Actual (FY 2
Slide 27: Ms. James Should be Held Accountable for the Failed Adore Me Acquisition
Ms. James Should be Held Accountable for the Failed Adore Me Acquisition Ms. James, as Chair of the Board, is responsible for the Board's decision to proceed with the Adore Me acquisition and failure to oversee its integration. • Under Ms. James' chairmanship, the Board approved the $591 million acq
Slide 28: Failed Adore Me Acquisition (cont'd)
Ms. James Should be Held Accountable for the Failed Adore Me Acquisition (cont'd) If Adore Me's oversight failure is grounds for Mariam Naficy to retire, it is grounds to vote against the Chair who presided over the same approval. 28 Source: Company filings. 1 Fashion United article dated August 19,
Slide 29: Ms. James Should Be Accountable for Ineffective Buyback Execution
Ms. James Should Be Accountable for Ineffective Buyback Execution • The Board has authorized the identical amount of cash for repurchase programs with every renewal from 2021 to 2024 – regardless of changes in profitability, cash flow and forecasts. • This has resulted in a total of $1 billion in bu
Slide 30: The Board Has Approved a Flawed Executive Compensation Program
The Board Has Approved a Flawed Executive Compensation Program We believe compensation must be structured to encourage management teams to operate with an ownership mindset – especially in light of the Company's history of stockholder value destruction. We see the following issues with the Company's
Slide 31: The James-Led Board Has Ignored Stockholders' Concerns
The James-Led Board Has Ignored Stockholders' Concerns Although 25% of voting stockholders voted against Say on Pay at the 2025 annual meeting, the Board has been unresponsive – the executive compensation plan structure is unchanged. • The Company's 2025 proxy statement contained the same PSU design
Slide 32: The James-Led Board Has Adopted Anti-Stockholder Policies
The James-Led Board Has Adopted Anti-Stockholder Policies While attempting to paint a picture of a VS that is moving forward from its past mistakes, the Board is choosing to defend an extremely over-tenured Chair with a track record of value destruction and questionable decision-making. • The Board
Slide 33: Third Parties Agree That Ms. James Is Over-Tenured
Third Parties Agree That Ms. James Is Over-Tenured and Boardroom Change Is Needed at VS 33 Limiting director tenure allows new directors to the board to bring fresh perspectives. A tenure of more than 9 years is considered excessive. " " Institutional Shareholder Services Inc. Governance QuickScore
Slide 34: What Happens If Stockholders Vote Against the Reelection of Ms. James
What Happens If Stockholders Vote Against the Reelection of Ms. James The Path Ahead 34 Source: Company filings. 2026 Annual Meeting: A majority of stockholders vote against Ms. James' reelection. Ms. James submits her resignation to the full Board, as required by the Company's bylaws. The Board det
Slide 35: A New Board Chair Will Protect and Strengthen the Turnaround
A New Board Chair Will Protect and Strengthen the Turnaround CEO Super Is Delivering 35 The operating improvements under Ms. Super are real but remain at risk under the Board that allowed VS to fall behind in the first place. We believe the removal of Ms. James and appointment of a new Chair who bri
Slide 36: Conclusion: VS Needs a Strengthened Board to Support and Oversee its Turnaround
Conclusion: VS Needs a Strengthened Board to Support and Oversee its Turnaround 36 VOTE AGAINST THE REELECTION OF DONNA JAMES ON BBRC'S GOLD PROXY CARD The Board has shown it is unable to make the necessary changes, deciding to stick with the same Chair whose poor judgment and ineffective oversight
Slide 37: Section IV. Appendix
BBRC WORLDWIDE Section IV. Appendix
Slide 38: BBRC's Recommended Peer Group & Company's Proxy Peer Group
BBRC's Recommended Peer Group & Company's Proxy Peer Group 38 Ticker Why It Belongs AEO Aerie, an American Eagle Outfitters segment, is a direct intimates / women's apparel competitor that AEO reports as a separate operating unit ANF Abercrombie & Fitch sells specialty apparel and is in the midst of
Slide 39: Company's Analyst Peer Group
Company's Analyst Peer Group 39 Ticker Why We Did Not Include It ATZAF Operates a premium fashion apparel model centered on contemporary women's ready-to-wear, with limited exposure to intimates, beauty or mall-based lingerie retail. BKE Primarily a denim-focused specialty retailer with a heavy reli