UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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VICTORIA’S SECRET & CO.

(Name of Registrant as Specified in Its Charter)

N/A

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BRANDS THAT INSPIRE. EMPOWER. UPLIFT.

VS&Co comprises two market-leading brands, Victoria’s Secret and Victoria’s Secret PINK, that share a common purpose of inspiring and uplifting our customers in every stage of their lives. We are committed to empowering our more than 30,000 associates across a global footprint of nearly 1,400 retail stores in more than 70 countries. We provide our customers with products and experiences that make them feel good inside and out while driving positive change through the power of our products, platform and advocacy.

Letter from Our

Chief Executive Officer and Chair of Our Board

To our valued stockholders,

We are honored to be writing to you on behalf of our Board of Directors and management team to share our first ever Victoria’s Secret and Co. (“VS&Co”) proxy statement and annual report. This represents so much more than just a first accounting of our performance as a publicly traded company. It is evidence of the new era we have entered for our business and our brands.

Looking back on 2021, this past year was one in which we put our values and the health of our people and partners front and center. We also rallied our passionate team and partners around a clear vision along with the work ahead of us to rebuild our business. As a company, we undertook not simply an evolution, but a revolution. And that revolution started with a commitment to listen, learn and change.

The message from our customers was clear: they need us to be there for them – all of them – in every phase of their lives. They need us to offer products, spaces, and experiences that support and champion them. Embracing that feedback, we updated our stores, marketing, social media presence, and more to reflect the diverse beauty that is VS&Co’s customer base. We also had some important firsts, including celebrating Mother’s Day and Breast Cancer Awareness Month with the launch of maternity and mastectomy bras in Victoria’s Secret and launching a gender-neutral line in PINK.

We declared our Victoria’s Secret vision to be the world’s leading advocate for women and established the VS Collective, bringing together a diverse group of trailblazing women who represent Victoria’s Secret’s customers to help us drive positive change. Through the VS Voices podcast, we created a new platform to champion women’s voices and perspectives. We also continued to support our communities and causes that are important to our customers and teams. Through the newly established VS&Co Foundation we have committed at least $10 million per year to improving cancer outcomes for women, supporting the mental health of young adults, and investing in diverse women leaders, among other causes.

We embraced becoming a standalone business with stores in more than 70 countries around the world and direct shipping to customers in approximately 200 countries and territories as an opportunity to create a new, more global culture and make VS&Co a company that associates are proud to call their own. We made a commitment to being a diverse and inclusive workplace where every associate can aspire and achieve. We hired a Chief Diversity Officer, built our diversity, equity and inclusion (“DEI”) team, and, most importantly, we committed to making diversity, equity, and inclusion an integral part of everything we do. This extends to our purpose-built Board of Directors, which brings together a group of directors that possess not only the right combination of experience and expertise to help steer the continued transformation and growth of VS&Co, but also diverse voices that reflect our associates, customers, and partners. Of the seven directors on our Board, six are independent, six are women, and three are racially or ethnically diverse.

The Board and management team are also working to actively foster a culture of transparency in which innovation and new ideas are championed, and asking questions and challenging convention are both expected and celebrated. As part of this, the organization now has frequent communication touchpoints to ensure associates not only hear regularly and directly from leaders, but also have opportunities to ask questions, share ideas, and raise concerns openly or confidentially. This commitment extends beyond our associate population. We have implemented industry-leading model engagement standards to ensure a safe, welcoming, and respectful environment for everyone who works with our brands.

PURPOSE-DRIVEN BRAND REVOLUTION DRIVES FINANCIAL PROGRESS

The team’s focus on our customers, associates, and partners helped turn what was arguably one of the most challenging years for our industry into one of the best for VS&Co. Our Annual Report details the specifics of the Company’s 2021 performance, but the main takeaway is that the business returned to consistent, profitable growth. Sales grew 25% to $6.8 billion, with significant operating income growth to $870 million from a reported loss of $101 million in 2020. The Company achieved EBITDA of $1.2 billion and generated approximately $680 million in free cash flow. With this cash, we plan to reinvest in the business for future growth. We are also committed to returning value to you, our stockholders, and our Board recently approved our first-ever share repurchase program in December 2021 and a second share repurchase program in March 2022.

It’s not only the strength of the Company’s results that is important but also how the team achieved them. We leaned into our strengths and recommitted to our core, returning to what we do best: launching new, innovative products.

We were prudent, and the Board oversaw responsible management of expenses, including acting with agility to adapt quickly as the COVID-19 and operating landscapes shifted. At the same time, we kept our eye on the long term and continued to invest strategically where it mattered for our customers. We refreshed nearly our entire fleet of stores, launched our new Store of the Future concept, and invested in our omni-channel experience.

Our Board and management team are also highly focused on driving sustainability beyond performance and brand levels to looking carefully at how to be a good steward of our planet. We strengthened this commitment by establishing the VS&Co Environmental Sustainability Committee to steer and execute priority initiatives across the organization. This work includes establishing baseline data on our carbon footprint to then aid in our development of a formal science-based, greenhouse gas reduction target as well as a focus on sustainable sourcing strategies.

OUR PATH FORWARD

Without a doubt, 2021 was a milestone year for VS&Co, and we are incredibly grateful to our talented team of associates, our fellow members of the Board, and our valued partners, customers, and stockholders. While some of the year’s challenges will follow us in 2022, VS&Co is prepared to meet them. The Company is moving forward with a continued focus on:

The revolution of VS&Co is a commitment, not a destination. It’s a daily promise to our customers, our associates, our communities, and our planet to do the best we can for them. We’ve taken important steps, but we are just getting started. With the power of our more than 30,000 associates, engaged Board, and industry-leading vendor partners, we are highly confident in the Company’s direction and future.

Sincerely,

April 14, 2022

Victoria’s Secret & Co.

Notice of Annual Meeting of Stockholders

To Our Stockholders:

Notice is hereby given that the 2022 Annual Meeting of Stockholders of Victoria’s Secret & Co. (“VS&Co”) will be held virtually via live audio webcast on Friday, May 27, 2022, at 8:30 a.m., Eastern Time. Stockholders may participate in, vote, and submit questions during the 2022 Annual Meeting online at www.proxydocs.com/VSCO. At the meeting, stockholders will be asked to vote on the following proposals:

Each of these proposals is described more fully in the accompanying Proxy Statement. Only holders of record of VS&Co common stock at the close of business on March 31, 2022 are entitled to notice of, and to vote at, the 2022 Annual Meeting and any adjournments or postponements thereof.

NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

We will be utilizing Securities and Exchange Commission (“SEC”) rules that allow us to make the Proxy Statement, Annual Report on Form 10-K, and other proxy materials available on the Internet as the primary means of furnishing the proxy materials to stockholders. Rather than mailing stockholders a paper copy of our proxy materials, on or about April 14, 2022, we will mail to stockholders a Notice Regarding the Availability of Proxy Materials containing instructions on how to gain online access, free of charge, to our proxy materials. This notice will also include information on how to request a printed set of proxy materials. The Proxy Statement, Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and Notice of Annual Meeting of Stockholders are available at www.proxydocs.com/VSCO.

HOW TO VOTE YOUR SHARES

Your vote is important. Please read the accompanying Proxy Statement and vote right away using any of the following methods:

ATTENDING THE MEETING

In an effort to encourage all of our stockholders to attend the 2022 Annual Meeting virtually from any location convenient to them, as well as alleviate concerns about the COVID-19 pandemic and the environmental impact of traveling to an in-person meeting, the 2022 Annual Meeting will be conducted exclusively online via live audio webcast. Stockholders will not be able to attend the 2022 Annual Meeting in person.

To participate in the 2022 Annual Meeting, please visit www.proxydocs.com/VSCO. In order to attend, you must register in advance at www.proxydocs.com/VSCO using the 12 digit control number found on your Notice Regarding the Availability of Proxy Materials or your proxy card. Upon completing your registration, you will receive further instructions via email, including information about your unique link that will allow you access to the meeting and to vote and submit questions during the meeting.

Stockholders will be able to listen, vote, examine our stockholder list, and submit questions during the virtual meeting. Whether or not you plan to attend the 2022 Annual Meeting, please vote your shares as soon as possible to ensure they are represented at the meeting.

By Order of the Board of Directors,

Donna James

Chair of the Board

April 14, 2022

Safe Harbor Statement Under the Private Securities Litigation Act of 1995

We caution that any forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of 1995) contained in this Proxy Statement or made by VS&Co, our management, or our spokespeople involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Forward-looking statements include, without limitation, statements regarding our future operating results, the implementation and impact of our strategic plans, and our ability to meet environmental, social, and governance goals. Words such as “estimate,” “commit,” “target,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, could affect our financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements:

Except as may be required by law, we assume no obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this Proxy Statement to reflect circumstances existing after the date of this report, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, filed with the SEC on March 18, 2022.

References

“VS&Co,” “the Company,” “we,” “us,” and “our” refers to Victoria’s Secret & Co. together with its subsidiaries unless the context otherwise requires. Our fiscal year ends on the Saturday nearest to January 31. As used herein, “2021” and “fiscal 2021” refer to the 52-week period ended January 29, 2022, and “2020” and “fiscal 2020” refer to the 52-week period ended January 30, 2021.

Non-GAAP Financial Measures

In addition to our results provided in accordance with U.S. generally accepted accounting principles (“GAAP”), this Proxy Statement and accompanying letter to stockholders includes non-GAAP financial measures such as EBITDA and free cash flow and presents operating income (loss), net income (loss) and net income (loss) per diluted share in fiscal 2021 and fiscal 2020 on an adjusted basis, which remove certain special items. We believe that these special items are not indicative of our ongoing operations due to their size and nature. We use adjusted financial information as key performance measures of our results of operations for the purpose of evaluating performance internally. These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of non-GAAP financial information provides an additional means for investors to evaluate our operating performance, and the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition of non-GAAP financial measures may differ from similarly titled measures used by other companies. Non-GAAP financial measures should not be used exclusively in evaluating our business and operations. Please see Appendix A of this Proxy Statement and pages 37 and 38 of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, filed with the SEC on March 18, 2022, for additional detail on adjusted results and a reconciliation between non-GAAP financial measures and the most directly comparable GAAP financial measure.

Table of Contents

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PROPOSAL ONE:

Election of Directors

The VS&Co Board is currently comprised of seven directors and will be increased to eight directors upon the election of the nominees presented in this Proxy Statement. Each director is elected annually by our stockholders to serve a term expiring at the next annual meeting of stockholders. At the 2022 Annual Meeting, stockholders will be asked to elect eight directors who will serve on our Board until the annual meeting of stockholders in fiscal year 2023. Other than Mariam Naficy, who is a new director nominee, all of the nominees for election as director at the 2022 Annual Meeting are incumbent directors.

Our Board is comprised of individuals with diverse and complementary business experience, leadership prowess, and financial expertise. The Board believes that each of the nominees is highly qualified to serve as a director. Each nominee’s background, skills, experience, and other qualifications are described below. The Board believes that through their unique backgrounds, skills, and qualifications, each of the director nominees brings a wealth of knowledge, experience, expertise, and energy to our Board.

Each of the nominees has consented to be named as a nominee. We know of no reason why any nominee would be unable or unwilling to serve as director, but in that event our Board, based on the recommendation of the Nominating and Governance Committee, may either reduce the number of directors or designate a substitute nominee. If a substitute nominee is designated, the persons named in the enclosed proxy will vote all proxies that would otherwise be voted for the named nominee for the election of such substitute nominee.

Pursuant to our Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, each director is elected by the affirmative vote of the holders of a majority of the votes cast with respect to that director’s election. Each nominee must receive more votes cast “for” his or her election than “against” or “withheld.” Abstentions and broker non-votes will not count as a vote cast. Cumulative voting is not permitted.

If a director does not receive more votes cast “for” his or her election than “withheld” or “against” his or her election, such director’s resignation will be tendered to the Board. The Nominating and Governance Committee will make a recommendation to the Board regarding whether to accept or decline the resignation, taking into account the best interests of VS&Co and its stockholders and considering any factors or other information that the committee believes is appropriate and relevant. The Board will make its decision regarding the resignation at its next regularly scheduled meeting following the election certification. A director whose resignation is under consideration must abstain from participating in any decision regarding his or her resignation. As a requirement for any person to serve as director, they must submit an irrevocable resignation that becomes effective upon (i) that person not receiving a majority of the votes cast in an uncontested election and (ii) acceptance by the Board of that resignation in accordance with any policies and procedures adopted by the Board for that purpose.

DIRECTOR NOMINEES

We are committed to strong and effective corporate governance, an attribute we consider critical to achieving long-term value for our stockholders.

ROLE OF THE BOARD

The Board of Directors is ultimately responsible for overseeing the management of VS&Co. The executive management team is responsible for the day-to-day business and operations of VS&Co. The Board works with the management team to guide VS&Co’s long-term strategy and overall vision and direction. The Board is responsible for making certain key decisions about financial planning, significant capital expenditures, executive compensation structure and philosophy, the composition of the Board and executive management team, and other high-priority matters. The Board is also involved in stockholder and community relations, ethical and legal compliance, risk management, and environmental, social, and governance (“ESG”) issues. Many of these roles are performed through the Board’s three standing committees: the Audit Committee, the Human Capital and Compensation Committee, and the Nominating and Governance Committee. See “Board Committees” below for additional detail on the roles of each committee.

Board Leadership Structure

The Board is led by an independent Chair who presides over each Board meeting, including executive sessions where the independent directors meet separately without management or non-independent directors present. Donna James, the current Chair of our Board, provides strong, thoughtful, and independent leadership for the Board and serves as a liaison between the Board and executive management. Ms. James brings vast knowledge and experience about VS&Co to her role, having served on the board of directors of L Brands, our former parent company, since 2003.

VS&Co’s Corporate Governance Guidelines require that the CEO and Chair of the Board roles remain separate. The Chair of the Board must be an independent director who is elected annually by majority vote of the independent directors. We believe the separation of the roles of Chair and CEO is ideal given our strategic and operational priorities. This structure allows the CEO to focus on VS&Co’s business, operations, and strategy, with the benefit of the Chair’s unique experience, perspective, and vision.

On an annual basis, the Board selects a Chair to lead each Board committee. Sarah Davis is the current Chair of the Audit Committee; Irene Chang Britt is the current Chair of the Human Capital and Compensation Committee; and Anne Sheehan is the current Chair of the Nominating and Governance Committee. Each Board committee periodically provides a report of its affairs to the full Board.

For more information on our Board structure and operations, please see our Corporate Governance Guidelines, available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials.

Board Oversight of Risk Management

The Board is responsible for oversight of enterprise risk, with a focus on the most significant risks we face, including strategic, competitive, economic, operational, financial, legal, regulatory, cybersecurity, ESG, compliance, and reputational risks. The Board regularly receives reports regarding these risks from the CEO, Chief Financial Officer, Chief Legal Officer, Chief Human Resources Officer, Chief Information Officer, Chief Diversity, Equity and Inclusion Officer, Vice President of Ethics and Compliance, Vice President of Internal Audit, and other members of the executive management team, as well as additional updates on an as-needed basis. Management has implemented a systemic and integrated approach to enterprise risk management that includes (i) identifying and assessing risks and (ii) developing and implementing strategic plans and processes to mitigate those risks. The Board oversees the risk management program and assists management in assessing major risks and evaluating options for their mitigation. Ultimately, it is the responsibility of the CEO and senior management to determine the appropriate level of exposure to risk.

The Board has delegated oversight and review of certain risk areas to the standing Board committees. The committees regularly report to the full Board regarding their risk oversight responsibilities.

Board Oversight of ESG

The Board considers the identification and management of ESG risks and opportunities to be critical to the success of our long-term business strategy. Accordingly, the full Board receives a comprehensive report on ESG risks and opportunities at least annually. In addition, the Nominating and Governance Committee maintains direct oversight of VS&Co’s actions in furtherance of our corporate social responsibility, ESG and philanthropic initiatives, including the impact of our operations on associates, citizens and communities. The Nominating and Governance Committee periodically reviews our programs, policies and strategies relating to corporate social responsibility, including, but not limited to, environmental, sustainability, climate change, social issues involving supply chain, and philanthropic initiatives. The Human Capital and Compensation Committee oversees our programs, policies and strategies relating to human capital management, including diversity, equity and inclusion. As appropriate, the Nominating and Governance Committee and, with respect to human capital management and DEI, the Human Capital and Compensation Committee, review reports from management in order to monitor progress in these areas and report to the full Board on such matters.

BOARD COMPOSITION

The Board is currently comprised of seven directors. The Board will increase in size to eight directors upon the election of the nominees presented in this Proxy Statement. Each director is elected annually by our stockholders to serve a term expiring at the next annual meeting of stockholders.

Director Independence

The Board has determined that each of Irene Chang Britt, Sarah Davis, Jacqueline Hernández, Donna James, Lauren Peters, and Anne Sheehan is independent under the standards of the NYSE and applicable SEC rules. In addition, the Board has determined that Mariam Naficy, a new director nominee, will be an independent director if she is elected to the Board at the 2022 Annual Meeting. All of our directors other than Martin Waters, our Chief Executive Officer, are independent. Mr. Waters is not independent because he is an executive officer of VS&Co. Aside from Mr. Waters’ employment and compensation agreements, none of our directors or our new director nominee are party to any related person transaction as defined by our Related Person Transaction Policy.

Our Corporate Governance Guidelines require that a majority of our directors, as well as each member of the Audit Committee, Human Capital and Compensation Committee, and Nominating and Governance Committee, are independent, as determined by the Board pursuant to the standards of the NYSE and any other applicable laws, rules, and regulations. In determining the independence of our directors, the Board considers all relevant facts and circumstances, including the relationships that each director has with VS&Co, including, but not limited to, any commercial, industrial, banking, consulting, legal, accounting, charitable, and familial relationships. This analysis and determination are made annually.

The Board also determined that each member of the Audit Committee satisfies the heightened independence standards for audit committee members under applicable SEC rules and considered the additional factors under applicable NYSE rules for compensation committee members before determining that each member of the Human Capital and Compensation Committee is independent.

Director Selection and Removal

All members of the Board are elected each year at the annual meeting of stockholders. In an uncontested election, directors are elected by majority vote, which means each nominee must receive more votes “for” his or her election than “withheld” or “against” his or her election. In a contested election where the number of nominees exceeds the number of directors to be elected, directors are elected by plurality vote, which means the nominees with the most votes “for” their election will be elected as directors. Any director can be removed at an annual or special meeting of stockholders, with or without cause, by the affirmative vote of stockholders holding at least a majority of the outstanding shares of VS&Co common stock entitled to vote in the election of directors.

The Nominating and Governance Committee is responsible for developing the criteria for the selection of nominees and recommends to the Board candidates for nomination at the annual meeting of stockholders or to fill any vacancy on the Board. The Board is responsible for the final selection of director nominees. For information on how stockholders can propose nominees for director, see “Stockholder Proposals for 2023” below. The Nominating and Governance Committee uses the same criteria to evaluate candidates nominated by stockholders as it does for any other candidate.

The Nominating and Governance Committee oversees searches for and identifies qualified individuals for Board membership taking into consideration candidates’ independence, judgment, ethics and integrity, experience and skills, as well as our commitment to diversity, equity, and inclusion. The committee periodically reviews the composition of the Board and its committees in light of the current challenges and needs of the Board, the Company, and each of the Board committees.

Mariam Naficy, our new director nominee, was identified and recommended by a third party search firm. The Nominating and Governance Committee considered several potential candidates and recommended Ms. Naficy as a director nominee based on her experience as a CEO and deep expertise with respect to digital and direct-to-consumer retailing, modern media marketing, and mergers and acquisition transactions. Upon recommendation by the Nominating and Governance Committee, the Board nominated Ms. Naficy for election to the Board.

Director Skills and Qualifications

Our Board believes that the current directors as a collective group have the skills, experience, character, and backgrounds to provide effective oversight of VS&Co and create long-term sustainable growth and value for our stockholders through successful execution of our strategic plan. The table below summarizes some of the key attributes, experience and skills that each director and the new director nominee brings to the Board.

Director Diversity

Our Corporate Governance Guidelines require our Board to be composed of members with diverse backgrounds who possess the integrity, judgment, skills, experience, and other characteristics that are deemed necessary or desirable for the effective performance of the Board’s oversight function and other roles. We require that the initial pool of candidates identified to be considered for any Board vacancy include persons reflecting a diversity of race, ethnicity, gender, sexual orientation, and other underrepresented groups.

BOARD POLICIES AND PRACTICES

Director Attendance

The directors are called upon to be knowledgeable about and interested in the business of VS&Co. Directors are expected to attend all or substantially all of the Board and applicable Board committee meetings and to devote the time needed to diligently discharge their duties. All directors are invited to attend all Board committee meetings, even if they are not a member of that committee.

Directors are required to attend the annual meeting of stockholders, unless unable to do so due to extraordinary circumstances. All directors are expected to attend the inaugural 2022 Annual Meeting.

Board Meetings

The Board met seven times in fiscal 2021 following the spin-off from L Brands on August 2, 2021. During fiscal 2021 following the spin-off, each director attended 100% of the meetings of the Board and the committees of the Board on which the director served. For any Board meeting, the presence of a majority of the directors constitutes a quorum, which is required for the Board to transact business. Except as otherwise required by law or our Certificate of Incorporation or Bylaws, Board action requires the vote of a majority of the directors present at a meeting with quorum. Each director has one vote.

Executive Sessions of Independent Directors

Our independent directors are ensured adequate opportunity to meet in executive session, without management or non-independent directors present, at each meeting of the Board and the Board committees. The independent directors are required to meet in executive session at least once per year and have established a custom of meeting in executive session at nearly all Board and committee meetings. In fiscal 2021 (following the spin-off from L Brands), 86% of Board meetings included an executive session of independent directors.

Stock Ownership Guidelines

Directors are expected to comply with our stock ownership guidelines. Once a director has served on the Board for four years, he or she must maintain ownership of a number of shares of VS&Co common stock equal to the sum of the net shares he or she received as Board compensation over the preceding four-year period. For purposes of this policy, “net shares” means the number of shares that would remain if shares received by the director are sold to satisfy any tax obligations (assuming a tax rate of 40%) upon receipt.

Director Orientation and Continuing Education

New members of the Board receive a formal orientation designed and implemented under the supervision of the Nominating and Governance Committee. In addition, the Board plans to incorporate a continuing education session into at least one regularly scheduled Board meeting each year. Directors are also encouraged to participate in and attend, at VS&Co’s expense, additional continuing education programs, including programs recommended by the Nominating and Governance Committee.

Performance Evaluations

The Board and each standing Board committee undergo a structured annual performance evaluation that includes a self-assessment. The Nominating and Governance Committee is responsible for designing and conducting the annual evaluation program.

Board Term Limits and Age Limits

We have not established term limits for directors. The Board strives to maintain a balance between directors with new perspectives and those with a deep understanding of VS&Co’s history, operations and performance. Through the Board evaluation process and annual nomination for re-election, the Board believes that it can effectively manage and maintain the right balance of Board tenure. We have not established age limits for directors for these same reasons.

Service on Other Public Company Boards

In order to ensure sufficient time to dedicate to Board duties, any director who is a current CEO or other named executive officer of a public company may serve on no more than one public company board in addition to our Board. Any director who is not a current CEO or named executive officer of a public company may serve on up to three public company boards in addition to our Board. Further, due to the enhanced time commitment associated with being a member of an audit committee, no director may serve on more than three audit committees (including our Audit Committee) at any time.

Directors are required to notify the Chair of the Board prior to accepting any public company director role in order to avoid potential conflicts of interest and to allow the Board to assess compliance with the limitation on public company board service.

Change in Circumstances

If a director has a change in his or her primary occupation, employer, consulting status, investor status or other personal or professional circumstances that may adversely impact the director’s ability to dedicate the time and attention necessary to

the Board, call into question his or her independence, or negatively impact our business or reputation, the director must submit his or her resignation to the Chair of the Board for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or decline the director’s resignation, taking into account the relevant circumstances and the best interests of VS&Co and its stockholders.

Conflicts of Interest and Compliance with Code of Conduct

Directors are expected to avoid any action or relationship that creates, or creates the appearance of, a conflict between VS&Co’s interests and their personal or immediate family’s interests. Directors must make prompt, complete, and continuing disclosure of all facts relating to any actual or potential conflict to the Chair of the Audit Committee. The Chair will then consult with counsel and, as appropriate, the full Audit Committee regarding the resolution of the matter in accordance with applicable law and VS&Co policies.

Directors are expected to comply with all applicable provisions of our Code of Conduct. Directors are also expected to comply with all other applicable policies that may be adopted from time to time, including, but not limited to, our Insider Trading Policy, Related Party Transaction Policy, and Regulation Fair Disclosure Policy.

Compensation Committee Interlocks and Insider Participation

The Human Capital and Compensation Committee is comprised entirely of directors who are not current or former employees of VS&Co or any of its subsidiaries and who qualify as independent under applicable NYSE standards and SEC rules. During fiscal 2021, (i) none of the members of the Human Capital and Compensation Committee had any relationships requiring disclosure under the SEC’s related party transaction rules, (ii) none of the members of the Human Capital and Compensation Committee was an executive officer of a company for which one of our executive officers is a director, and (iii) none of our executive officers served as a director or member of the compensation committee of an entity that has an executive officer who is a director of VS&Co or member of the Human Capital and Compensation Committee. Accordingly, there are no compensation committee interlocks.

BOARD COMMITTEES

The Board has established three standing committees: the Audit Committee, the Human Capital and Compensation Committee, and the Nominating and Governance Committee. Each committee is governed by a written charter that has been approved by the applicable committee and the full Board. These charters can be accessed on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials. Each member of a Board committee attended every meeting of that committee in fiscal 2021 following the spin-off from L Brands.

The roles and responsibilities of each Board committee are described below. The following table shows the current membership of the Board committees as of the Record Date. An asterisk indicates directors who the Board has determined qualify as an “audit committee financial expert” in accordance with SEC rules.

Audit Committee

Each member of the Audit Committee is financially literate and meets the heightened independence standard for audit committee members under applicable NYSE and SEC rules and regulations. In addition, the Board has determined that each of Sarah Davis, who serves as Chair of the Audit Committee, Donna James, and Lauren Peters is an “audit committee financial expert” under SEC rules. This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of the Audit Committee or Board.

The Audit Committee met seven times during fiscal 2021 after the spin-off from L Brands on August 2, 2021. The responsibilities of the Audit Committee include, among other duties:

Human Capital and Compensation Committee

The Human Capital and Compensation Committee, chaired by Irene Chang Britt, is comprised of directors who qualify as independent under NYSE and SEC rules applicable to compensation committee members. The Human Capital and Compensation Committee met four times during fiscal 2021 following the spin-off from L Brands. The responsibilities of the Human Capital and Compensation Committee include, among other duties:

Nominating and Governance Committee

Anne Sheehan is the Chair of the Nominating and Governance Committee. The Board has determined that each member of the committee is independent under NYSE standards and SEC rules. The Nominating and Governance Committee met twice during fiscal 2021 after the spin-off from L Brands. The responsibilities of the Nominating and Governance Committee include, among other duties:

CORPORATE GOVERNANCE POLICIES AND PRACTICES

The following section describes certain of our key corporate governance-related policies and practices. We also maintain a myriad of additional policies related to ethics complaint escalation, anti-corruption, partnering with responsible suppliers, environmental responsibility, product quality, use of company property and more.

Corporate Governance Guidelines

The Board has adopted a set of Corporate Governance Guidelines to support our commitment to sound and effective corporate governance practices. The guidelines address the selection of directors, director independence, Board structure and operations, including the size of the Board, executive sessions of independent directors, and Board committees, responsibilities of the Board, director compensation and stock ownership guidelines, and other governance-related matters. The Nominating and Governance Committee periodically reviews the Corporate Governance Guidelines, recommending to the Board any changes it deems appropriate, and monitors compliance with the guidelines. The Corporate Governance Guidelines are available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials.

Code of Conduct and Ethics Hotline

The VS&Co written Code of Conduct applies to all directors, officers, and associates. The Code of Conduct is based on our values and sets forth standards and expectations with respect to honesty, workplace health and safety, civility and anti-harassment, equal opportunity, global trade, conflicts of interest, political engagement, bribery and corruption, protecting personal and business information, insider trading, and related behaviors. All associates are required to certify that they have read and agree to abide by our values and Code of Conduct.

The Code of Conduct is approved by the Board. It is available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Governance Materials. The Audit Committee must approve any waiver of the Code of Conduct for any director, officer, or executive in the position of Senior Vice President or above. All other waivers must be approved by the Chief Legal Officer and Chief Compliance Officer.

We also maintain an Ethics Hotline where associates may anonymously report potential instances of unethical conduct and potential violations of law or company policies at any time. The Ethics Hotline is accessible to all associates globally by country-specific phonelines or via website, available in ten languages. The Ethics Hotline is operated by an independent third party and provides translation services to support associates who call and wish to make reports in a language other than English. We are committed to undertaking a fair, prompt and, when possible, confidential review of concerns reported to the Ethics Hotline.

Insider Trading Policy

The VS&Co Insider Trading Policy prohibits insider trading and certain other transactions of our common stock. The policy applies to all directors, officers, associates, consultants and contractors of VS&Co. The Insider Trading Policy provides that any person who is aware of material nonpublic information is prohibited from trading our securities and from disclosing material nonpublic information to other persons who may trade on the basis of that information. Certain individuals who are more likely than others to have material nonpublic information about us, including directors, are subject to additional restrictions, such as specified trading windows, pre-clearance requirements, and transaction reporting.

The Insider Trading Policy also prohibits our directors and associates who have frequent or special access to material nonpublic information (“insiders”) from engaging in transactions in publicly-traded put options, call options, or other derivatives of our securities, transactions “hedging” the risk of ownership of our securities, including the use of financial instruments such as prepaid variable forwards, equity swaps, and collars, and short sales of our securities. In addition, directors and insiders are prohibited from holding our securities in margin accounts or pledging our securities as collateral for loans unless approved in advance by the Chief Legal Officer.

Stockholder Outreach

We are committed to healthy and recurrent engagement with our stockholders and consider this critical to achieving our long-term strategic goals. The Board and executive management team welcome and value dialogue with stockholders and intend to foster and encourage engagement with stockholders on an ongoing basis. Directors and members of the executive management team are available to meet with stockholders at their request and convenience to discuss our performance, long-term strategy, and other related matters. Throughout fiscal 2021, the CEO, Chief Financial Officer, Chair of the Board and other members of our Investor Relations team have met with numerous stockholders and participated in virtual investor conferences. The Board receives a periodic report from management on stockholder and analyst feedback.

Communications with the Board

The Board provides a process for stockholders and other interested parties to send communications to the full Board or one or more specific directors. Stockholders and other interested parties wishing to communicate with the Board may send an email to BoardOfDirectors@victoria.com or mail to: Board of Directors, Four Limited Parkway, Reynoldsburg, Ohio 43068. Communications intended for one or more specific directors should be addressed to her, his, or their attention. This information is also available on the Investors section of our website, www.victoriassecretandco.com, under Corporate Governance, Contact the Board.

RELATED PARTY TRANSACTIONS

The Board has adopted a written Related Person Transaction Policy that governs the review and, if deemed appropriate pursuant to the policy, approval and disclosure of related person transactions. The policy applies to directors, nominees for director, executive officers, stockholders owning 5% or more of our outstanding common stock, and immediate family members of those persons (each, a “related person”). Subject to certain exceptions, any financial or commercial transaction, arrangement or relationship involving VS&Co or one of its subsidiaries, in which a related person has a direct or indirect material interest, must be approved or ratified by the Board or a designated committee consisting solely of independent directors. Examples of transactions that would fall under the scope of the Related Person Transaction Policy include indebtedness, guarantees of indebtedness, the purchase or sale of goods or services, and the lease of real estate. Each director, director nominee, and executive officer must promptly inform the Corporate Secretary of any potential related party transaction, which notice must include a description of the material terms of the transaction. In reviewing any such transaction, the Board or committee will consider all material facts and circumstances and will approve or ratify the transaction only if it determines that the transaction is in, or not inconsistent with, the interests of VS&Co and its stockholders.

Other than employment and compensation arrangements described under “Compensation Discussion and Analysis” and the transactions described below, there were no transactions or series of transactions during fiscal 2021, or any currently proposed transaction, (i) in which VS&Co was or is to be a participant, (ii) the amount involved exceeds $120,000, and (iii) in which any related person had or will have a direct or indirect material interest.

Agreements with L Brands Prior to the Spin-Off

In connection with the spin-off from L Brands, we entered into several agreements with L Brands on August 2, 2021 that, among other things, effect the separation of the two companies and provide a framework for the relationship between VS&Co and L Brands after the spin-off, including the following:

These agreements are summarized below. Additional information about the terms of these agreements can be found in our Current Report on Form 8-K filed with SEC on August 3, 2021. The following summaries are not complete and are qualified in their entirety by reference to the full text of the agreements, which are filed as exhibits to our Form 8-K filed August 3, 2021.

Separation and Distribution Agreement

The Separation and Distribution Agreement governs the overall terms of the separation of VS&Co and L Brands and certain transactions related thereto (the “Separation”). Generally, the Separation and Distribution Agreement includes L Brands’ and our agreements relating to the restructuring steps taken to complete the Separation, including the assets and rights transferred, liabilities assumed, and related matters.

The Separation and Distribution Agreement provides for VS&Co and L Brands to transfer specified assets between the companies that operate Victoria’s Secret Lingerie, PINK, and Victoria’s Secret Beauty after the Separation, on the one hand, and L Brands’ remaining businesses, on the other hand. The Separation and Distribution Agreement requires VS&Co and L Brands to use commercially reasonable efforts to obtain consents, approvals and amendments required to assign the assets and liabilities transferred pursuant to the agreement. In addition, VS&Co also grants and receives licenses under certain intellectual property in connection with the Separation and Distribution Agreement, which generally provides VS&Co and L Brands the freedom to continue operating their respective businesses following the Separation. Lastly, the Separation and Distribution Agreement governs the treatment of indemnification, insurance and litigation responsibility and management.

Tax Matters Agreement

The Tax Matters Agreement governs the parties’ respective rights, responsibilities and obligations with respect to taxes, including taxes arising in the ordinary course of business, and taxes, if any, incurred as a result of the failure of certain transactions related to the Separation to qualify for tax-free treatment for U.S. federal income tax purposes.

In the Tax Matters Agreement, we agreed to certain covenants that contain restrictions intended to preserve the tax-free treatment of the Separation. We may take certain actions prohibited by these covenants by following certain processes as set forth in the agreement. We are barred from taking any action, or failing to take any action, where such action or failure to act adversely affects or could reasonably be expected to adversely affect the tax-free treatment of the Separation. We generally agreed to indemnify L Brands against any tax-related liabilities incurred by them related to the Separation to the extent caused by any action undertaken by us.

L Brands to VS&Co Transition Services Agreement

The L Brands to VS Transition Services Agreement sets forth the terms on which L Brands provides to us, on a transitional basis, certain services or functions that the companies have historically shared, including human resources, payroll, certain logistics functions and certain information technology services, generally for a period of up to two years following the Separation for all such services other than information technology services, which will be provided for a period of up to three years following the Separation. Compensation for the transition services is determined using several billing methodologies, which are described in the agreement. The agreement also includes provisions related to rights of termination and indemnification.

VS&Co to L Brands Transition Services Agreement

The VS to L Brands Transition Services Agreement sets forth the terms on which we provide to L Brands, on a transitional basis, certain services or functions transferred to us in connection with the Separation that the companies have historically shared, including information technology, certain logistics functions, customer marketing, and customer call center services, generally for a period of up to two years following the Separation for all services other than information technology and internal audit services, which will be provided for a period of up to three years following the Separation. Compensation for the transition services is determined using several billing methodologies, which are described in the agreement. The agreement also includes provisions related to rights of termination and indemnification.

Employee Matters Agreement

The Employee Matters Agreement governs each company’s respective compensation and benefit obligations with respect to current and former associates, directors, and consultants. The Employee Matters Agreement sets forth general principles relating to employee matters in connection with the Separation, such as the assignment of associates, the assumption and retention of liabilities and related assets, expense reimbursements, workers’ compensation, leaves of absence, the provision of comparable benefits, associate service credit, the sharing of associate information, and duplication or acceleration of benefits.

The Employee Matters Agreement also sets forth the treatment of any outstanding equity awards at the date of Separation. The agreement includes mutual nonsolicit and no-hire restrictions, subject to certain exceptions. The Employee Matters Agreement also provides that (i) the Separation does not constitute a change in control under VS&Co’s or L Brands’ plans, programs, agreements or arrangements and (ii) the Separation and the assignment, transfer or continuation of the employment of associates with another entity will not constitute a severance event under applicable plans, programs, agreements or arrangements.

Domestic Transportation Services Agreement

The Domestic Transportation Services Agreement provides that a subsidiary of L Brands will continue to provide transportation services for certain of our personal care and apparel merchandise in the United States and Canada for an initial term of three years following the Separation, subject to automatic renewal. Compensation for the transportation services is determined using customary billing and fixed fee billing methodologies, which are described in the agreement. The agreement also includes indemnification provisions.

Related Party Agreements No Longer in Effect

During fiscal 2021, we were party to additional agreements with L Brands that are no longer in effect, including long-term debt and guarantees.

Long-term Debt due to L Brands

During 2020, we borrowed $97 million from L Brands to pay down outstanding debt with external parties. This debt was satisfied in full concurrently with the spin-off during fiscal 2021.

VS&Co Guarantees

Prior to the spin-off, certain of our subsidiaries guaranteed and pledged collateral to secure L Brands’ asset-backed revolving credit facility and guaranteed L Brands’ obligations under certain of its long-term notes. The guarantees were full and unconditional on a joint and several basis. Our guarantees of obligations under L Brands’ asset-backed revolving credit facility and long-term notes terminated concurrently with the spin-off during fiscal 2021.

L Brands Guarantees

Prior to the spin-off, L Brands provided guarantees related to certain of our store and office lease payments under the terms of noncancelable leases expiring at various dates through 2037. These guarantees include minimum rent and additional payments covering taxes, common area costs and certain other expenses. Under the Separation and Distribution Agreement, we are required to use commercially reasonable efforts to, effective as of the spin-off, terminate any guarantee provided by L Brands or any of its subsidiaries for the benefit of us or our subsidiaries, or remove or substitute L Brands and its subsidiaries as guarantors under such guarantees and, if not effected by the spin-off, to effect such termination, removal or substitution as soon as practicable after the spin-off.

L Brands and certain of its subsidiaries also guaranteed certain revolving and term loan bank facilities used to support the operations of our China subsidiaries. These facilities were terminated prior to the spin-off during fiscal 2021.

We are committed to making products our customers can feel good about wearing, having diverse and inclusive workplaces where all associates are supported in their success, and conducting our business in a socially and environmentally responsible way with oversight by our Board.

VS&Co is powered by a global team of passionate associates who are united by a common purpose: providing our customers with products and experiences that make them feel good inside and out while driving positive change through the power of our products, platform and advocacy.

Board Oversight

VS&Co is a values-based company, and we strive to operate our business according to high standards of social responsibility. The Board, with the support, as relevant, of the Human Capital and Compensation Committee and the Nominating and Governance Committee, reviews issues of social responsibility, including diversity, equity, and inclusion, ESG and philanthropic initiatives, and our policies, practices and progress with respect to such issues.

ESG Reporting

VS&Co’s first ESG report was published on April 7, 2022 to provide an overview of our environmental, social, and governance performance. Our report was guided in part by the Sustainability Accounting Standards Board (SASB) framework’s Apparel, Accessories, and Footwear industry standard.

Please visit the Investors section of our website, www.victoriassecretandco.com, under Corporate Responsibility to access the full report. We intend to publish a more extensive report in the Fall of 2022, and to thereafter publish an update on these matters annually.

Respecting Human Rights

VS&Co is committed to respecting human rights. Our approach and activities to respect human rights is based on the principles as defined by the Universal Declaration of Human Rights (UDHR), which recognizes that “all human beings are born free and equal in dignity and rights.” Our actions – both in our local communities and across our company – are guided by fostering inclusion, creating equity, acting with integrity and behaving ethically.

VS&Co seeks to mitigate adverse human rights impacts as it relates to our associates, business partners, suppliers and customers. We are committed to operate in alignment with the principles outlined in the UN Global Compact (UNGC), the UN Guiding Principles on Business and Human Rights, the International Labor Organization (ILO) Declaration on Fundamental Principles and Rights at Work, the International Bill of Human Rights and the Organisation for Economic Co-operation (OECD) Guidelines for Multinational Enterprises.

Labor in the Supply Chain

At VS&Co, we have a long history of maintaining rigorous labor standards for our suppliers, and we believe we can continue to play an important role in empowering workers and improving working conditions across our supply chain.

For our lingerie and apparel products, our top 10 suppliers represent more than 80 percent of our production volume; we have worked with the majority of these partners for 25 years or more. We are committed to tracing our product through every stage of the process, from finished goods to raw materials. We have traced 100 percent of our Tier 1 and Tier 2 supply chain for our lingerie and apparel products. We have also begun the work of tracing our Tier 3 suppliers. We publicly share an updated list of our Tier 1 Core Apparel Suppliers twice per year on our website, www.victoriassecretandco.com, under Corporate Responsibility, Supply Chain, Social Compliance Program, Traceability & Risk Assessment.

VS&Co has a Sourcing Risk Council, comprised of senior executives from various company divisions and functions, that meet quarterly to discuss core business, sourcing, purchasing practices and approve policies as required. Executive representation includes leaders and stakeholders with expertise in the following areas:

The Council assesses current risks, including geopolitical, social compliance and associated supply risks and sets policies related to responsible sourcing. The Sourcing Risk Council operates under the guidance and oversight of the Board of Directors’ Audit Committee. The Chair of the Sourcing Risk Council reports to the Audit Committee on a regular basis, and the Audit Committee updates the Board of Directors.

Given the complexity and nature of our supply chain, we have adopted stringent measures to promote the fair and ethical treatment of workers in our suppliers’ facilities. We require our suppliers to adhere to our Supplier Code of Conduct and detailed Supplier Guidebook which we review annually, and we regularly audit in-scope supplier facilities for compliance. Our Supplier Code of Conduct clearly outlines our prohibitions against forced or child labor, corruption, bribery, discrimination, corporal punishment, unauthorized subcontracting, and more. The code must be posted in common areas by all our factories in English and the local language. The Supplier Code of Conduct is available on our website, www.victoriassecretandco.com, under Corporate Responsibility, Supply Chain, Supplier Code of Conduct.

Sourcing Raw Materials

Using high-quality, ethically sourced raw materials is critical to helping us continuously meet or exceed consumer expectations for our products. We approach raw material sourcing through the lens of reducing impact on the environment and ensuring worker health and safety. We are increasing our use of preferred fibers including recycled polyester and recycled polyamide and will be setting specific sustainable product goals in 2022.

Environmental Impact in the Supply Chain

From growing and processing natural fibers to logistics and manufacturing, the fashion industry has a significant environmental footprint. VS&Co is committed to reducing that footprint across our supply chain by working closely with industry groups and our suppliers to institute best practices in environmental management.

Assessment & Targets

In 2021, we became members of the Sustainable Apparel Coalition (SAC), a global, multi-stakeholder non-profit alliance for the fashion industry. SAC comprises 250 leading apparel, footwear and textile brands, retailers, suppliers, service providers, trade associations, non-profits, NGOs, and academic institutions working to reduce environmental impact and promote social justice throughout the global value chain. SAC has developed a suite of tools to help manufacturers, brands and retailers better understand the environmental performance of their facilities, manufacturing processes and products via their Higg suite of tools.

The majority of our supply chain partners are completing SAC’s Higg Facility Environmental Module (Higg FEM) and are in the process of completing the Higg Brand & Retail Module (Higg BRM). In 2021, 70 percent of our Tier 1 and 90 percent of our Tier 2 facilities completed the Higg FEM self-assessment. Sixty percent of our Tier 1 and 88 percent of our Tier 2 suppliers

had their self-assessments verified by third-party auditors. We are currently completing the Higg BRM questionnaire which will assess our management systems related to our operations, stores, logistics and distribution centers to help us better understand our social and environmental impacts and performance as a brand and retailer. We are working toward setting a formal carbon reduction target in line with the Science Based Targets Initiative (SBTi), a structured pathway for companies to reduce their greenhouse gas (GHG) emissions that begins with calculating our direct and indirect emissions.

Eliminating Restricted Substances

All the raw materials used in our products must be certified to Oeko-Tex^® Standard 100 or tested to VS&Co’s Restricted Substance List (RSL) by a third-party laboratory to ensure the absence of any substance on the VS&Co RSL.

In addition, all our products have to meet all requirements of our internal regulatory standards including chemical limits, flammability regulations and fiber content limits.

In 2021, we were named an Aspirational brand, the highest ranking, by Zero Discharge of Hazardous Chemicals (ZDHC) under their Brands to Zero program. Our ranking reflects, in part, our collaborative efforts with ZDHC to develop progressive policies, including hazard-based assessments to prioritize chemicals for phase out. We are also members of the Apparel and Footwear International RSL Management (AFIRM) Group, an industry organization working to promote responsible chemical management. Through AFIRM we share best practices with peer organizations and stay up-to-date on the latest regulatory developments.

Wastewater Management

We are focused on partnering with our vendors and other industry leaders to promote environmentally sensitive practices throughout each facet of our garment production, including attention to chemical management in wastewater.

We have adopted the ZDHC Manufacturing Restricted Substances List (MRSL) and the Oeko-Tex® 100 Standard harmful substances value limits as our Restricted Substances List to guide us and our suppliers in environmentally responsible product design, development and manufacturing.

We have set a target for core suppliers to use 100% certified MRSL-Compliant chemicals on products by 2030.

We conduct regular testing on our suppliers’ wastewater to ensure progress toward our goal of eliminating targeted chemicals. We have collected wastewater testing data from our suppliers since 2014 and worked with them to eliminate hazardous chemicals from their discharge.

Community Impact

Through the VS&Co Foundation, we committed $10 million in 2021 with plans to contribute $50 million over the next five years.

Our Giving Focus Areas

We believe that the way we view human capital management is a strength, and we are committed to continuing to build a responsible and inclusive business based on uncompromising transparency, fairness, diversity, and integrity, consistent with our Company values.

Diversity, Equity, and Inclusion

Diversity, equity, and inclusion (“DEI”) are key components of our culture and fundamental in achieving our strategic priorities and goals. At VS&Co, our DEI vision is to celebrate, honor and reflect the diversity of our customers and the communities we engage.

Our mission is to inspire and empower all by reflecting experiences, expanding access, and recognizing diversity. We pledge to welcome and celebrate every associate, partner and customer – from all backgrounds, all abilities and all life stages.

As we strive to create a better future for our organization and our world, we are committed to consciously and continuously learning and growing from our past and present. For us, it is not just about selling products – it is about using our scale and platform to champion every voice and drive forward inclusion and equity for every person.

Our DEI Strategic Framework

We believe that integrating DEI into everything we do is not just the right thing to do but is critical to driving performance and doing well for our associates, customers and communities. We are committed to bringing this to life through strategic actions with measurable goals, focusing on three key pillars: People, Experience, and Purpose.

To strengthen our workforce and better reflect and serve our customers, it’s critical that we have diverse voices at the table. We are committed to retaining more diverse associates, attracting more diverse talent and empowering the growth and advancement of all our associates.

The following data relative to associates’ gender identity reflects our global workforce; all data regarding race or ethnicity reflects only associates based in the United States. All representation data is self-disclosed by our associates.

We are proud that in 2021, 87 percent of associates were women and 60 percent were people of color. Looking deeper, in our stores, 95 percent of associates were women and 65 percent were people of color. In our distribution centers, 57 percent of our associates were women and 71 percent were people of color. In our home office, 63 percent of associates were women and 25 percent were people of color.

Diversity in leadership drives innovation, fosters inclusion and ensures a brighter future for our organization and our world. In 2021, 59 percent of our director and above roles were filled by women and 16 percent were filled by people of color. Women of color make up 8 percent of these leadership positions. Eighty-six percent of our Board of Directors are women and 43 percent are people of color.

We recognize we have opportunity to increase our diverse workforce and leadership representation, and will drive progress by:

As of January 29, 2022, we employed approximately 34,000 associates, approximately 20,000 of whom were part-time. In addition, temporary associates are hired during peak periods, such as the holiday season. Approximately 80% of our associates work in our stores, 10% in distribution centers with the remaining balance in home office and call centers.

Learning and Development and Inclusion Resource Groups

We are committed to investing in our associates by providing diverse learning and development opportunities, challenging work experiences, and offering Inclusion Resource Groups (“IRGs”). We believe that associates can reach their career goals through multiple roles, career paths and locations around the world. We offer a variety of enrichment experiences for those joining us as interns, new graduates, in mid-career or as a capstone to a career. Examples include:

In addition, we currently offer the following IRGs that provide professional development opportunities for associates, support the needs of the business, shape the culture of our company and volunteer in the community:

Associate Engagement and Well-Being

Associate engagement and well-being are key components of our culture and fundamental in achieving our strategic priorities and goals.

Culture

We are committed to associate engagement by striving to foster a safe, welcoming and empowering work culture where everyone can bring their whole selves to work. At VS&Co, our purpose goes beyond selling product. We strive to provide a community of smart, passionate, and dedicated associates whose creativity, innovation and hard work fuel the world’s most recognized lingerie, apparel, and beauty brand. We also strive to provide a community in which all associates are treated fairly and respectfully, with equal access to opportunities and resources, allowing associates to contribute fully to our success. As our world evolves, we evolve with it by embracing social change, taking action, and holding ourselves accountable for creating a happy, healthy, and safe place to work.

We are focused on retaining, recruiting and advancing talent that reflects the customers we serve and the communities where we live and work. By encouraging a workplace environment where diversity, equity and inclusion are valued, we believe we can serve our customers better, as well as retain highly talented associates, suppliers and vendors of different backgrounds and experiences.

In addition, we maintain an Ethics Hotline 24 hours a day, 7 days a week where associates may anonymously report potential instances of unethical conduct and potential violations of law and/or company policies. We have a written Code of Conduct that is based on our values and provides a resource where associates can find information that defines behaviors that are acceptable and those that are not. We conduct an annual Code of Conduct compliance process which requires associates to complete a Code of Conduct disclosure and a separate training course.

Benefits

We are committed to associate well-being by providing quality benefits and offering equitable and competitive wages. We support our associates to be their best – at work and at home.

Our benefits programs are designed to be comprehensive, cost-effective and competitive to help our associates and their families be well and stay well.

We offer competitive compensation, company-matched savings and contributions to the retirement plan, and flexible and affordable health, wellness, and lifestyle benefits to eligible associates. Eligible associates can choose benefits and access resources that fit their lifestyle, including, but not limited to, 14 weeks paid maternity leave, 6 weeks paid paternity leave, adoption assistance, tuition reimbursement, free access to life planning and health advocate services and generous merchandise discounts. We also recently extended a worldwide Employee Assistance Program for all associates and anyone in their household to support mental health well-being. In addition, we offer paid time off to part-time eligible associates.

We are committed to equal opportunity and treatment for all associates which includes equal career advancement opportunities and equitable and competitive wages. Our compensation programs are designed to link annual changes in

compensation to VS&Co’s overall performance. At the individual level, we strive to assess performance on both an associate’s contributions as well as behaviors displayed to achieve them. The emphasis on VS&Co’s overall performance is intended to align our associates’ financial interests with the interests of our stockholders. We encourage associate stock ownership with the ability to purchase VS&Co shares at a discount through our associate stock purchase plan.

Our recent investments in our workforce included the expansion of participation in the short-term cash incentive compensation program to include all salaried associates in the home office, distribution and call centers beginning with the Fall 2020 season and going forward.

Ensuring Equal Pay for Equal Work

The heart of our business is our talented workforce. We offer competitive pay and benefits to our more than 30,000 associates around the world and pay all associates equitably regardless of gender, race, ethnicity or background.

We conduct an annual, rigorous and transparent review of 100 percent of our worldwide workforce that is verified by an independent third party to ensure that all salaries and incentive compensation targets are fair and unbiased. If we find any differences in pay between men and women globally or by race and ethnicity in the United States*, we make upward adjustments. Our process reviews gender, race, ethnicity and the intersection of these identities.

We are pleased to report that our 2021 internal review as well as analysis by our third-party partner, the non-profit Fair Pay Workplace, revealed that 99 percent of our workforce was paid equitably. For the remaining 1 percent, we have made adjustments to processes and compensation to address inconsistencies.

Because workforces are dynamic and ever-changing, so is the work to ensure pay equity. VS&Co is committed to an ongoing analysis and continued transparency relative to our metrics on pay equity, and we plan to report to our associates and to the public on an annual basis.

*Many jurisdictions outside the United States limit our ability to collect information on race and ethnicity and also what we can do with that information.

Health and Safety

Health and safety of our associates, customers, and vendors are key components of our culture and fundamental in achieving our strategic priorities and goals. We strive to provide safe and clean facilities, comply with all applicable workplace safety laws and have global safety policies and procedures to protect from avoidable injury. In response to COVID-19, we implemented robust safety protocols to protect all our associates working in our distribution centers, stores, and home offices. Associates whose work can be done remotely are working from home. For associates who are working in our stores, offices, and distribution centers, we are utilizing COVID-19 safety measures developed to align with Centers for Disease Control and Prevention (“CDC”) guidelines and other applicable state and local requirements.

Model Engagement and Photo Shoot Compliance

At VS&Co, our values define who we are and what we stand for, including treating everyone with dignity and respect. To support these values, we have established compliance processes and protocols which apply to all VS&Co associates and third parties participating in photo shoots, public relations events, fit sessions and other internal meetings where models are present.

Our Global Ethics and Compliance team is responsible for the day-to-day administration and management of the model engagement and photo shoot compliance protocols. Responsibilities include, but are not limited to, executing certain compliance processes related to the Photo Shoot Procedures and Fit Session Protocol, training new and existing associates, and escalating allegations of misconduct for investigation by the appropriate teams. For photo shoots, all external crew is required to certify to the VS&Co Anti-Harassment and Civility Policy and authorized compliance monitors are assigned to every photo shoot to provide oversight and ensure compliance with the Photo Shoot Procedures.

The Board compensation program is a continuation of the L Brands’ board of directors’ compensation program and was approved by the Interim Board of Directors for VS&Co prior to the separation from L Brands. The VS&Co Board will review and assess the program relative to the VS&Co peer group in partnership with its independent compensation consultant and may make changes to the program in the future.

Our 2021 compensation plan for non-employee directors is outlined in the following chart:

The Chair fees are paid in addition to any Board and committee member fees. All cash retainers are paid quarterly in arrears. The equity retainers are granted under the Victoria’s Secret & Co. 2021 Stock Option and Performance Incentive Plan (the “VS 2021 Stock Plan”) and delivered 100% in the form of unrestricted VS&Co shares generally on the date of our annual meeting of stockholders. In 2021, the initial equity retainer was granted on August 3, 2021 at the close of market, the day after VS&Co’s separation from L Brands.

In 2021, compensation earned by our non-employee directors was as follows:

(1) Stock awards were granted under the VS 2021 Stock Option and Performance Incentive Plan. We valued the stock awards by multiplying the closing price of our common shares on the NYSE on the grant date by the number of shares awarded.

Stock Ownership Guidelines

Our Board and Human Capital and Compensation Committee believe it is important for our named executive officers, key members of our senior management team, and our non-employee directors to build and maintain ownership in VS&Co. We believe this further aligns their financial interests with those of our stockholders, creating long-term value. The Human Capital and Compensation Committee has established stock ownership guidelines for our non-employee directors, our named executive officers, and other members of our senior management group. For further details on the guidelines, please see “Stock Ownership Guidelines” in the Compensation Discussion and Analysis section below.

Members of our Board must maintain ownership of at least the number of shares, net of taxes, of VS&Co common stock received as board compensation over the previous four years.

Fiscal 2021 Overview

In 2021, we were able to achieve growth in all core categories. Our work to deepen our connection with the customer while improving our operational fundamentals continued to gain traction, and the customer responded positively to our brand transformation and our merchandising assortments. Despite the supply chain and inflationary challenges impacting the third and fourth quarters, our net sales and operating income increased significantly in 2021.

(1) See Appendix A for reconciliation to comparable GAAP measure.

We continue to focus on opportunities for improved performance, driven by efforts to improve the cultural relevance of the brand, improved merchandise assortments, and disciplined inventory management focused on the quality, quantity and timing of merchandise receipts. Risks related to COVID-19 persist, and we plan to continue to operate both our stores and digital channels in a safe manner for our customers and associates. While we believe our improvements in merchandise assortment and our brand repositioning strategies are attracting and re-attracting customers, we are also mindful of the uncertainty around COVID-19-related challenges in our base of supply and the impact on our ability to receive merchandise in a timely manner.

Pay for Performance

As a specialty retailer, our business is constantly changing to enable growth. Our focus is on speed and agility, in support of deliberate change. Our compensation program reflects this philosophy, increasing compensation when performance is strong and decreasing compensation when performance does not meet our expectations. The Human Capital and Compensation Committee oversees our compensation program, ensuring that pay is aligned with performance. Strong performance in fiscal 2021 is reflected in the short-term cash incentive payments for fiscal 2021.

In 2021, we remained focused on successfully managing the business through the spin-off and the COVID-19 pandemic and related supply chain and inflationary challenges. Even with significant challenges in the retail environment, performance in fiscal 2021 exceeded our initial expectations. Due to strong sales performance and good merchandise acceptance, we were able to reduce promotional activity and increase our merchandise margin rates. Our work to deepen our connection with our customers while improving our operational fundamentals continued to gain traction, and our customers responded positively to our brand transformation and our merchandising assortments. As a result, we achieved the following results during fiscal 2021:

(1) Diluted earnings (loss) per share and operating income (loss) determined in accordance with accounting principles generally accepted in the United States (“GAAP”) were ($0.82) and ($101) million for fiscal 2020. The gross profit rate increased 1,170 basis points and the operating income (loss) rate was (1.9%) for fiscal 2020 calculated in accordance with GAAP. There were no adjustments to GAAP results in fiscal 2021. A reconciliation of adjusted measures to the comparable GAAP measures can be found on pages 37 and 38 of the 2021 Form 10-K.

Compensation Overview and Highlights

VS&Co separated from L Brands on August 2, 2021.

VS&Co is a new entity. What is currently one company today, was multiple organizations in former L Brands. L Brands consisted of 5 lines of business: Bath & Body Works, Victoria’s Secret Lingerie, Victoria Secret Beauty, PINK and the International Division, which sold products across all other lines of business outside North America. In addition to the lines of business, there was a global sourcing organization which provided sourcing, manufacturing and distribution capability for all products which L Brands sold. Corporate functions, such as legal, finance, human resources and information technology were shared services across the L Brands organization. Beginning in Fall of 2020, L Brands began organizing resources to create 2 standalone organizations. In addition to putting the current VS&Co lines of business under a single leader, the organization separated the sourcing and corporate functions. As this was not complete until just before the spin-off, it is not possible to have direct comparisons year over year in finances or compensation at a total company level.

Each of VS&Co’s named executive officers (“NEOs”) were previously associates of L Brands prior to the Separation and have continued with VS&Co post separation from L Brands. However, none of the current executive officers of VS&Co were executive officers of L Brands, with the exception of Martin Waters, in his role as CEO, International at L Brands. The historical compensation information provided in this Compensation Discussion and Analysis (“CD&A”) generally reflects L Brands’ compensation policies applicable to our NEOs and the determinations made primarily by the L Brands Human Capital and Compensation Committee (the “LB HCC Committee”) and certain members of L Brands’ management team.

Upon the Separation, our Board established a Human Capital and Compensation Committee (“HCCC”). The HCCC reviews all aspects of our executive compensation program and is actively engaged in making any adjustments that it believes are appropriate for structuring executive compensation arrangements for VS&Co executives (including our NEOs) going forward.

All compensation tables reflect activity for the entire fiscal year; this historical information is provided to give context. Over the next fiscal year, and, as necessary, on an ongoing basis thereafter, VS&Co’s pay practices and programs will be reviewed and refined to best align with the needs of VS&Co as a standalone organization. This work has already begun as the VS&Co HCCC has engaged an independent compensation consultant to help it define VS&Co’s compensation philosophy going forward. Where decisions have been made in fiscal 2022 (which will be visible in the CD&A that we publish in 2023), the HCCC will share certain of those decisions now, to give investors a preview of what they may expect in the future.

Since our pay practices are still being developed, the forms and amounts of compensation reported below are not necessarily predictive of the compensation our current NEOs will receive in the future.

Named Executive Officers (NEOs)

This CD&A explains our executive compensation programs for the following individuals, all of whom were deemed to be NEOs for fiscal 2021.    

Stockholder Engagement

We are committed to healthy and recurrent engagement with our stockholders regarding our executive compensation practices and philosophy. The HCCC and management welcome and value dialogue with stockholders on this topic. Members of the HCCC and executive management team are available to meet with stockholders at their request and convenience to discuss our compensation program.

Compensation Program

Executive Compensation Philosophy and Guiding Principles

To establish continuity of leadership and a smooth exit from L Brands, we continued with the proven philosophy and guiding principles established previously for our company while we were a subsidiary of L Brands. In the year ahead, management and the HCCC will review these principles and philosophy to ensure that it continues to fit our new business. The current designs are based on the following L Brands principles:

As this compensation philosophy has generally served us well, we anticipate that many of the same themes will be carried forward to our new compensation philosophy and programs.

These Principles in Practice

Two key elements of our current pay program design that have served us well in the past and will be a foundation of our programs going forward create the foundation of our pay for performance orientation. First, our short- and long-term incentive goals are designed to challenge executives to achieve a high level of performance. We believe that this results-

oriented culture requires VS&Co to deliver superior value creation to its stockholders in order for our executives to earn cash and equity incentives at target levels. Likewise, our plans are designed such that when VS&Co hits and exceeds, or falls short of these goals, its executives are compensated accordingly.

Second, to further connect our executives’ pay to performance and stockholder interests, we employ a pay mix philosophy that places greater emphasis on performance-based and equity compensation over base salary.

As VS&Co evolves our executive compensation philosophy and programs, a key tenet will be driving pay for performance through meaningful at-risk compensation.

Overview of Executive Compensation Governance Practices

VS&Co seeks to maintain high standards with respect to the governance of our executive compensation programs. Key features of our policies and practices that motivate and drive performance and align with stockholder interests are as follows:

COMPENSATION GOVERNANCE PROCESSES

Human Capital and Compensation Committee

The HCCC is composed entirely of independent directors and oversees our programs, policies, practices, and strategies relating to culture, talent, diversity, equity and inclusion, and executive compensation. All HCCC members meet independence and other NYSE requirements. HCCC members were selected based on their knowledge and experience in human capital and compensation matters from both their professional experience and their roles on other boards.

Independent Committee Consultant

As permitted by its charter, the HCCC retained Willis Towers Watson (“WTW”) as its independent executive compensation consultant and has the sole authority to retain and terminate any independent executive compensation consultant.

The HCCC, considering recommendations from VS&Co management, determines the work to be performed by WTW. WTW works with management to gather data required in preparing analyses for HCCC review. Specifically, the services the consultant provides include:

Compensation Comparison

VS&Co compares its executive compensation with publicly available data on executive compensation, including the executive compensation paid by its peer companies, in order to appropriately establish incentives and to retain top talent.

For fiscal 2021, VS&Co began with the following peer group, which was reviewed and approved by the LB HCC Committee. This peer group was used to develop certain policies and evaluate compensation for the VS&Co executives in fiscal 2020 and 2021.