Brands that inspire.

Empower. Uplift.

Victoria’s Secret & Co. is a Fortune 500 specialty retailer of modern, fashion-inspired collections including signature bras, panties, lingerie, casual sleepwear, athleisure and swim, as well as award-winning prestige fragrances and body care. VS&Co is comprised of 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, and Adore Me, a technology-led, digital-first innovative intimates brand serving women of all sizes and budgets at all phases of life. We are committed to empowering our more than 30,000 associates across a global footprint of approximately 1,360 retail stores in approximately 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.

WHAT INSPIRES US TO INSPIRE YOU

We are a business and a team inspired by a commitment to our customers. Understanding them. Advocating for them. Celebrating them. And creating positive, lasting change that improves their lives.

Our ability to be a force for good in the world is founded in our shared values, and our dedication to living them in everything we do. Behaving inclusively. Creating equity. Acting with integrity. Behaving ethically. These behaviors manifest themselves in how we treat each other, how we treat customers and how we support the communities in which we live and work. Our values are more than a source of pride—they’re a source of performance that leads to growth that benefits all our communities.

Letter from Our

Chief Executive Officer and Chair of Our Board

To our valued stockholders,

On behalf of our Board of Directors and management team, we are pleased to share the Victoria’s Secret and Co. (“VS&Co”) proxy statement and annual report. While this is just our first full year as an independent, publicly traded company, we have much to share about the trajectory of our brand transformation and the key steps we have taken over this past year in support of our strategy and positioning for the long term.

In 2022 we declared our goal to be the world’s leading fashion retailer of intimate apparel and defined the three pillars of our strategy to achieve that goal: Strengthen the Core, Ignite Growth, Transform the Foundation.

STRENGTHENING THE CORE

We are listening to our customers and revolutionizing and diversifying their experience from the sizes and products they can buy, to the way they shop in our stores and online, the talent they see us champion and the brand content they interact with on our channels.

We debuted Love Cloud, amplifying our “best at bras” story and introducing our most inclusive marketing campaign ever. We launched Bare, our first fine fragrance pillar in five years and a one-of-a-kind scent that is personal to each individual. We also shared our first-ever bilingual campaign for Victoria’s Secret Beauty and brought on more models and ambassadors of diverse sizes, abilities, ages, and identities.

Another highlight was our inaugural global brand campaign, “Undefinable,” that celebrates individuality and diversity. Through customer feedback, we also deployed new digital bra fit technology. Overall, we’ve recentered ourselves around what our customer wants and needs, making sure they’re proud to shop at Victoria’s Secret and PINK.

IGNITING GROWTH

We are investing in innovation and partnerships to fuel our future growth. We acquired digitally native intimates brand Adore Me to strengthen our ability to put technology at the forefront of everything we do. We also invested in women-owned and -run businesses, including through a minority stake in Frankies Bikinis and new partnerships like our one with size-inclusive brand Elomi.

We expanded our Store of the Future fleet worldwide and explored partnerships to provide greater access to our products, now offering an edited assortment of Victoria’s Secret and PINK on Amazon. Internationally, we accelerated our growth by adding stores and digital sites while increasing the number of markets we serve, and we formed a new joint venture to improve the profitability of our company-owned business in China.

TRANSFORMING THE FOUNDATION

To better reflect our transformed strategy and long-term growth goals, we also announced a new corporate leadership structure. We united our Victoria’s Secret and PINK brands into a single, collaborative organization, centered around our focus on the customer and built to capitalize on efficiencies to yield more profitable growth. As part of our new structure, we welcomed a Chief Customer Officer, a Chief Supply Chain Officer, and named a Chief Growth Officer, giving us the right leadership expertise to steer the next stage of our transformation journey. Initiatives are also well underway to drive operating margin expansion through our initiatives to transform the foundation of our company by modernizing our operating model, which we believe is a $250 million cost-savings opportunity to be realized over the next three years.

A CONTINUED COMMITMENT TO CULTURE AND COMMUNITY

We continued our work to create a happy, healthy, inclusive culture centered around radical transparency. We are fostering an environment where our more than 30,000 associates have opportunities to shape our direction and our stances. We achieved pay equity certification for all genders, races and ethnicities, and the intersection of these identities. We are committed to maintaining our status as a leader in pay equity. We are especially proud of recently being named by Newsweek as one of America’s greatest workplaces for diversity and of our associate satisfaction metrics, with 87 percent of our associates who completed our associate opinion survey reporting they feel proud to work at VS&Co. In 2022, we also welcomed a new independent director, and are proud to highlight seven of our eight directors are women—mirroring our customer base.

Empowerment is such a key tenet of our transformation, and our Board and management feel a collective responsibility to use our products, platform and purpose for good. “VS&Co Essentials,” launched in August 2022, will supply more than 1 million women and young adults in need with undergarments by 2025. We continued to build on our commitment to fund cancer research for women by women by announcing additional grantees under the Victoria’s Secret Global Fund for Women’s Cancers. We detailed these programs and more in our first-ever ESG summary report and ESG materiality assessment. And last week we published our 2022 comprehensive ESG report on our corporate website.

A BRAND TRANSFORMATION THAT PROPELS FINANCIAL RESULTS

Across the retail space, 2022 was a challenging year, with many brands and customers facing economic headwinds, including ongoing supply chain disruptions and inflationary cost pressures. Despite challenging macroeconomics, we controlled what we could control and delivered solid financial results in a difficult environment for our customers. Notably, we believe we have delivered on our commitment to stabilize the business as evidenced by the progress of our brand repositioning and our new, more agile operating structure. We believe our ability to deliver solid financial performance in the current environment demonstrates the progress we are making on the turnaround of our business.

Throughout the year, we have been focused on our strategic growth plans to ensure long-term, sustainable value to you, our shareholders. In 2022, we invested $250 million to repurchase 6 million shares of our stock and we invested nearly $400 million to acquire Adore Me, both a revenue growth vehicle and a strategic, synergistic technology fit for the VS&Co portfolio of brands. In January 2023, our Board unanimously approved a new share repurchase program providing for the repurchase of up to $250 million in Company stock in the coming year and in February, as part of this program, we entered into a $125 million accelerated share repurchase program.

WHAT’S NEXT

We believe we are two years into a five-year turnaround of our business, with a clear roadmap to becoming the world’s leading fashion retailer of intimate apparel, guided by our three key pillars: Strengthen the Core, Ignite Growth and Transform the Foundation.

While we are proud of the progress of our transformation, we know this is only the beginning. With the wholehearted support of our associates, the Board, our stockholders, our partners and of course our customers, we will continue our journey to be a company that welcomes, celebrates and champions all women. We are mindful that the domestic economic outlook for 2023 continues to be challenging and continues to put pressure on our customers, but we are led by two category-defining brands, Victoria’s Secret and PINK, and as the domestic market share leader in the intimates category, we are confident that VS&Co is primed for success for many years to come. In 2023, we will focus on:

Strengthening the Core

Igniting Growth

Transforming the Foundation

Under our strong management team and Board of Directors, we are united behind our uplifting, inclusive company culture and commitment to listening to our customer to fuel our growth, giving us confidence in the Company’s direction and future.

Sincerely,

Donna James				Martin Waters
Chair of the Board				Chief Executive Officer

April 14, 2023

Victoria’s Secret & Co.

Notice of Annual Meeting of Stockholders

To our stockholders:

Notice is hereby given that the 2023 Annual Meeting of Stockholders of Victoria’s Secret & Co. (“VS&Co”) will be held virtually via live audio webcast on Thursday, May 25, 2023, at 8:30 a.m. Eastern Time. Stockholders may participate in, vote, and submit questions during the 2023 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, 2023 are entitled to notice of, and to vote at, the 2023 Annual Meeting and any adjournments or postponements thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 25, 2023

We will be utilizing Securities and Exchange Commission (“SEC”) rules that allow us to make the Proxy Statement, our Annual Report, 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, 2023, 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 or emailed set of proxy materials. The Proxy Statement, Annual Report on Form 10-K for the fiscal year ended January 28, 2023, 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 2023 Annual Meeting virtually from any location convenient to them, as well as reduce the expense and environmental impact of traveling to an in-person meeting, the 2023 Annual Meeting will be conducted exclusively online via live audio webcast. Stockholders will not be able to attend the 2023 Annual Meeting in person.

To participate in the 2023 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 or voting instruction 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 2023 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, 2023

Safe Harbor Statement Under the Private Securities Litigation Reform 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 us, 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 or to reflect the occurrence of future events, 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 filed with the SEC on March 17, 2023.

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, “2022” and “fiscal 2022” refer to the 52-week period ended January 28, 2023 and “2021” and “fiscal 2021” refer to the 52-week period ended January 29, 2022.

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 certain non-GAAP financial measures such as free cash flow and adjusted operating income, adjusted net income and adjusted net income per diluted share in fiscal 2022 and fiscal 2021, which exclude the impact of certain items. We believe the presentation of these non-GAAP financial measures is useful for an assessment of our ongoing operations, and that the adjustments are not indicative of our ongoing operations due to their size and nature. We use non-GAAP 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 38 and 39 of our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the SEC on March 17, 2023, for additional detail regarding these non-GAAP financial measures and a reconciliation between each non-GAAP financial measure 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 eight directors. Each director is elected annually by our stockholders to serve a one-year term expiring at the next annual meeting of stockholders. At the 2023 Annual Meeting, stockholders will be asked to elect eight directors who will serve on our Board until the 2024 annual meeting of stockholders and their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. All of the eight nominees for election as director at the 2023 Annual Meeting are incumbent directors who currently serve on our Board.

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 and stand for election at the 2023 Annual Meeting. 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 Second 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” his or her election. If you are a beneficial owner of VS&Co stock, your broker is not permitted to vote your shares on the election of directors if no instructions are received from you (this is commonly referred to as a “broker non-vote”). Abstentions and broker non-votes will not count as a vote cast and, therefore, will have no effect on the outcome of the election of directors. Cumulative voting is not permitted.

If a director does not receive more votes cast “for” his or her election than “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 Nominating and Governance Committee believes is appropriate and relevant. The Board will make its decision regarding the resignation at its next regularly scheduled Board meeting following certification of the election results. 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, he or she 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

Corporate Governance

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, material acquisitions, 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. As Chair of the Board, she represents the Board in communications with stockholders and other stakeholders, provides instruction on which topics and issues deserve the Board’s attention and consideration, and meets regularly with the CEO to provide guidance on emerging risks and other matters that arise between Board meetings.

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. Given the current direction and ownership and leadership structure of the Company, it is unlikely that the Board would amend the Corporate Governance Guidelines to permit the roles of CEO and Chair to be filled by a single individual. Such a change would be carefully considered in light of the best interests of our stockholders, and we would notify stockholders if that change should occur.

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 provides a report of its affairs to the full Board on a quarterly basis.

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 and Chief Human Resources Officer, Chief Information Officer, Chief Diversity, Equity and Inclusion Officer, Chief Ethics and

Compliance Officer, Vice President of Internal Audit, and other members of the executive management team, as well as additional updates on an as-needed basis. In addition, the Board consults outside advisors who provide training, help the Board anticipate future threats and trends, and answer Company-specific questions on key areas of risk. Directors are also encouraged to obtain continuing education on risk management to further develop their expertise.

Management has implemented a holistic 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. Risks with higher levels of priority and urgency draw more of the Board’s time and attention. Ultimately, it is the responsibility of the CEO and senior management to determine the appropriate level of exposure to risk with oversight by the Board.

The Board has delegated oversight 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 Cybersecurity

Cybersecurity is a key priority within the Company’s enterprise risk management program. The Board oversees the systems and processes in place to securely receive, transmit, and store confidential information about VS&Co, our associates and our customers in order to protect against, detect, and respond to data security threats and incidents. The Board’s oversight of cybersecurity has been delegated in part to the Audit Committee, which receives reports from the Chief Information Security Officer and other members of management on the effectiveness of the cybersecurity program and related information security matters on a biannual basis, with additional updates as needed. The Audit Committee reports to the Board on this function at least annually.

As part of our cybersecurity program, we have developed a cyber incident response plan that sets forth controls and procedures for prompt reporting and remediation of any material cybersecurity incident. We also utilize an independent third party to periodically assess our cybersecurity and information security program and suggest opportunities for improvement. Associates who have access to confidential information receive training on cybersecurity at least annually, and we maintain a cybersecurity and information security risk insurance policy. VS&Co has not experienced a material cybersecurity or information security breach since the spin-off from L Brands in 2021.

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 Board reviews 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 Nominating and Governance Committee also oversees our ESG reporting program, through which we communicate our position and progress on ESG initiatives to our stockholders, customers, and other stakeholders. 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, receive reports from management in order to monitor progress in these areas and report to the full Board.

BOARD COMPOSITION

The Board is currently comprised of eight directors. Each director is elected annually by our stockholders to serve a one-year 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, Mariam Naficy, Lauren Peters, and Anne Sheehan is independent under the listing standards of the NYSE and applicable SEC rules. 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 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 determination is 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. Pursuant to our Bylaws, in an uncontested election, directors are elected by majority of the votes cast, which means each nominee must receive more votes “for” his or her election than “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. As provided in our Amended and Restated Certificate of Incorporation, 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 for director 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.

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. Our Corporate Governance Guidelines 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, or other underrepresented groups. The Nominating and Governance Committee periodically reviews the composition of the Board and its committees in light of the current needs of the Board, the Company, and each of the Board committees. The Nominating and Governance Committee may consider director candidates from any reasonable source. A third party search firm may be engaged to assist the Nominating and Governance Committee in identifying potential new director candidates.

For information on how stockholders can propose nominees for director, see “Stockholder Proposals for the 2024 Annual Meeting” below. The Nominating and Governance Committee uses the same criteria and process to evaluate candidates nominated by stockholders as it does for any other candidate.

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 and the director biographies that appear earlier in this Proxy Statement summarize some of the key attributes, experience and skills that each director brings to the Board. If an individual director is not listed as having a particular attribute, it does not signify a director’s lack of ability to contribute in that specific area.

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 Diversity Matrix (as of April 14, 2023)

(1) Irene Chang Britt, Sarah Davis, Jacqueline Hernández, Donna James, Mariam Naficy, Lauren Peters, and Anne Sheehan identify as women. Martin Waters identifies as a man.

(2) Donna James’ race or ethnicity is Black.

(3) Irene Chang Britt’s and Mariam Naficy’s race or ethnicity is Asian.

(4) Jacqueline Hernández’s race or ethnicity is Hispanic.

(5) Sarah Davis’s, Lauren Peters’, Anne Sheehan’s, and Martin Waters’ race or ethnicity is White.

BOARD POLICIES AND PRACTICES

Director Attendance

Our 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 necessary 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 attended the annual meeting of stockholders in 2022. All directors are expected to attend the 2023 Annual Meeting.

Board Meetings

The Board met fourteen times in fiscal 2022. During fiscal 2022, each director attended more than 75% of the meetings of the Board and the Board committees on which the director served during the director’s tenure. 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 2022, 93% of Board meetings included an executive session.

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 these guidelines, “net shares” means the number of shares that would remain if shares received by the director are sold to satisfy any associated tax obligations (assuming a tax rate of 40%) upon receipt.

Director Orientation and Continuing Education

Ongoing director education is an important priority of the Company and the Board. Meetings of the Board and its standing committees regularly include presentations on educational topics and updates on emerging issues. In addition, directors are encouraged to participate in and attend, at VS&Co’s expense, additional continuing education programs, including programs recommended by the Nominating and Governance Committee.

New members of the Board receive a formal orientation designed and implemented under the supervision of the Nominating and Governance Committee. New Board members meet with the CEO, the Chief Financial Officer, the Chief Legal Officer and Chief Human Resources Officer, and other members of management to discuss topics including, but not limited to, business operations, long-term strategy, and governance policies.

Performance Evaluations

The Board and each standing Board committee undergo a structured annual performance evaluation designed and overseen by the Nominating and Governance Committee. Each director completes an assessment of the Board, each committee on which such director serves, as well as his or her own performance as a director. The Nominating and Governance Committee reviews each self-assessment and recommends opportunities for improvement. The Board and each of its standing committees discuss the performance evaluation results and suggestions for improvement during an executive session of the next Board or committee meeting.

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 performance 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 described above.

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 and Related Person Transaction 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 2022, (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, no compensation committee interlocking relationships exist between the members of the Human Capital and Compensation Committee and the board or compensation committee of any other company.

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.

The roles and responsibilities of each Board committee are described below. The following table shows the current membership of the Board’s standing committees. An asterisk indicates members of the Audit Committee 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 independent, as required by NYSE listing standards, and also meets the heightened independence standards for audit committee members under applicable SEC rules. 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 the Board.

The Audit Committee met nine times during fiscal 2022. All members of the Audit Committee attended every meeting of the committee during fiscal 2022. 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, including under the additional NYSE independence requirements applicable to compensation committee members. The Human Capital and Compensation Committee met eleven times during fiscal 2022. Members of the Human Capital and Compensation Committee attended 98% of committee meetings during fiscal 2022. 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 listing standards. The Nominating and Governance Committee met six times during fiscal 2022. All members of the Nominating and Governance Committee attended all committee meetings in fiscal 2022 held during their service on the committee. 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 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. Our Code of Conduct also references our VS&Co Speak Up Policy, which reinforces the reporting channels associates may use to report ethics-related issues, provides a high-level framework for how we investigate wrongdoing, and includes additional detail on our commitment that no associate will be subject to retaliation for raising concerns.

The Code of Conduct has been 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 or the Chief Ethics and 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 about VS&Co 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, executive officers, and other 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. This prohibition applies to all shares held by directors and insiders without exception. Accordingly, none of our directors or executive officers have pledged shares of VS&Co stock.

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, governance, and other related matters.

Throughout fiscal 2022, the CEO, Chief Financial Officer, Chair of the Board and other members of our Investor Relations and executive management teams met with numerous stockholders and participated in investor conferences. In October 2022, we hosted an Investor Day to discuss our strategic vision and long-term strategic growth plan. Stockholders, analysts, and other interested parties were invited to attend the meeting in person or via live webcast. At the encouragement of our stockholders, we increased our disclosures regarding the effectiveness of our diversity, equity and inclusion efforts in our 2022 ESG Report.

The Board periodically receives reports from management and outside consultants 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, a specific Board committee, or one or more specific directors, including the independent directors as a group. 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 party 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,” since January 30, 2022, there were no transactions or series of transactions, nor is there 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.

Consciously Designing Positive Change – ESG at VS&Co

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 more socially and environmentally responsible way.

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 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 second annual ESG report (the “2022 ESG Report”) was published on April 11, 2023 to provide a comprehensive view of our environmental, social, and governance performance. Our report is guided by the Sustainability Accounting Standards Board (SASB) framework’s Apparel, Accessories, and Footwear industry standard, and with reference to the Global Reporting Initiative (GRI) framework. The 2022 ESG Report is available on the Corporate Responsibility section of our website, www.victoriassecretandco.com, under ESG at VS&Co.

ESG Materiality Assessment

In 2022, VS&Co conducted a materiality assessment to determine our most significant ESG issues. The work included an expansive listening exercise to understand and analyze the topics most important to our stakeholders, including our customers, regulators, associates, supply chain business partners and stockholders who invest in our vision. For purposes of the materiality assessment, we consider a topic “material” if it has significant environmental, economic or social impact or influences stakeholder decisions about our company.

The following ten ESG issues were identified as most significant to our business:

Environment

Social

Governance

• Greenhouse Gas Emissions & Climate Action   • Packaging Materials   • Sustainable Products

• Diversity, Equity & Inclusion   • Human Rights   • Responsible Marketing   • Training & Development   • Women’s & Young Adult Empowerment

• Executive Team Composition & Governance   • Shareholder Rights & Governance

This materiality assessment serves as the foundation to our ESG strategy. Please visit the Corporate Responsibility section of our website, www.victoriassecretandco.com, under ESG at VS&Co to access the ESG Materiality Assessment.

Respecting Human Rights

VS&Co is committed to respecting human rights. Our guiding philosophy on human rights is based on the following international frameworks:

In addition to the frameworks above, our practices with regards to human rights draft from the Organisation for Economic Co-operation and Development (OECD) Guidelines for Multinational Enterprises and the OECD Due Diligence Guidance for Responsible Business Conduct (RBC).

At VS&Co, we understand that our impact on human rights reaches beyond our own supply chain and extends to all the communities in which we operate. We proactively engage with stakeholders to strive to be a responsible corporate citizen everywhere we operate. We continuously evaluate our processes and activities to ensure that human rights are respected throughout our business operations. Transparency is a priority in our practices, understanding that respect for human rights in our products and raw materials is paramount for our customers, employees, investors, and other stakeholders.

Our actions—both in our local communities and across our company—are guided by fostering inclusion, creating equity, acting with integrity and behaving ethically.

We understand that respect for human rights must start with the highest level. We regularly convene a Human Rights Task Force comprised of executive level associates to ensure that human rights remain a central focus of our operations from the highest level all the way through our supply chain.

Our Human Rights Statement is available on our website, www.victoriassecretandco.com, under Corporate Responsibility, Supply Chain, Social Compliance Program, Commitment and Governance.

Labor in the Supply Chain

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

For our lingerie and apparel products, our top 10 lingerie and apparel suppliers represent more than 80 percent of our production spend; we have worked with the majority of these partners for 20 years or more. We are committed to mapping our supply chain at every stage of the manufacturing process, from finished goods to raw materials. We have mapped 100 percent of our Tier 1 and Tier 2 supply chain for our lingerie and apparel products. 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 meets quarterly to discuss core business, sourcing and 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 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, 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 and the Supplier Guidebook are available on our website, www.victoriassecretandco.com, under Corporate Responsibility, Supply Chain.

Environmental Impact

From extraction of raw materials to manufacturing, logistics, and waste, the fashion industry has a significant environmental footprint. VS&Co is committed to understanding the impact of our products and operations throughout the value chain—from raw materials to end of life—to take meaningful action to reduce our environmental footprint. In 2022, our materiality assessment process identified greenhouse gas (GHG) emissions, sustainable packaging and sustainable products as three top areas to address.

To drive work forward in these areas, we are first laying the foundation for improved measurement and tracking of our environmental performance. With baseline data in place, we will set targets to hold ourselves accountable and measure our progress. We are also engaging with experts, academics, peers and industry associations to advance our efforts in partnership with the broader industry.

Greenhouse Gas Emissions

We recognize that the retail industry and its supply chain are significant contributors to climate change. How we manage the impacts of climate change provides both a risk and opportunity for our organization. In May 2022, we established a Greenhouse Gas Emissions Task Force—representative of key stakeholders in our facilities, sourcing, supply chain, logistics, operations, finance, audit, legal and ESG teams—to collect our 2021 GHG emissions inventory, understand climate risks and opportunities to our organization, analyze our emissions across the value chain, and identify levers to reduce our emissions. Our emissions inventory is included in our 2022 ESG Report, available under the Corporate Responsibility section of our website, www.victoriassecretandco.com, under ESG at VS&Co.

Products and Our Supply Chain

Lingerie & Apparel

Raw Materials

The raw materials we choose for our products impact our product quality, design, and ultimately, our environmental footprint. As we look ahead to future design, we will continue to evaluate the impact of the fibers we choose.

In 2021, we became members of Textile Exchange, a global non-profit organization committed to driving positive impact on climate change across the fashion and textile industry. Through this membership, we are able to leverage data, insights, tools and a platform to collaborate with other brands. Textile Exchange is one of many resources—in addition to consulting partners, academia, scientists and other organizations—we reference for guidance to thoughtfully advance our raw material portfolio.

Additional detail on our raw material portfolio is included in our 2022 ESG Report, available under the Corporate Responsibility section of our website, www.victoriassecretandco.com, under ESG at VS&Co.

Chemical Management

VS&Co’s chemical management program has two key goals: ensuring our products are safe for our customers and minimizing the environmental impact of manufacturing.

We require our lingerie and apparel suppliers to adhere to several rigorous policies and standards governing chemical management, including the Zero Discharge of Hazardous Chemicals (ZDHC) Manufacturing Restricted Substance List (MRSL), which is a list of chemical substances, including detergents, dyes and finishing agents, banned from use in textile operations. We actively verify MRSL conformance of the chemicals from wet-processing suppliers (e.g., dyeing mills and laundries) who produce more than 90% of our materials (based on material value). Raw materials used in our lingerie and apparel products must be certified to Oeko-Tex^® Standard 100 or tested to VS&Co’s Restricted Substances List by a third-party laboratory to ensure substances used in making our products meet its requirements.

We also require our lingerie and apparel suppliers to adhere to our proprietary Global Apparel Chemical Policy, a guidance document for suppliers that outlines our expectations around the use of chemicals.

We continue to work closely with our lingerie and apparel suppliers to regularly assess compliance. Through our Product Stewardship Audit, we track compliance with our chemical policies, measure and reward performance through our Chemical Management Scorecard and address non-conformance with a corrective action plan or suspension from our supplier list, if needed. We provide training to partners on chemical management best practices and have secured agreements with more than 90 percent of our suppliers to gain their participation to ban and remove priority chemical groups from their supply chain.

In 2021, we set a target for core lingerie and apparel suppliers to use one-hundred percent certified MRSL-conformant chemicals in products by 2030. To date, more than 90 percent of suppliers’ chemical formulations are certified with ZDHC MRSL conformance level 1 or above.

Wastewater in Product Manufacturing

We conduct regular testing on our lingerie and apparel suppliers’ wastewater to ensure progress toward our goal of eliminating targeted chemicals. We collected more than 90 percent of our wet-processing suppliers’ wastewater testing data in 2022 and worked with them to eliminate hazardous chemicals from their discharge. Among the facilities tested in 2022, 91 percent had passing results for MRSL levels, 92 percent for heavy metals and 94 percent for other conventional parameters.

If a chemical listed on our MRSL is found in above-acceptable limits in treated or untreated water, we work with the supplier to identify the source of that chemical and to find a compliant alternative. We then require them to have their wastewater retested to verify the restricted chemical is no longer present.

Beauty

VS&Co is a global leader in prestige fragrances and body care. Beauty and personal care products make up approximately 15 percent of our product assortment. As these products are a meaningful and growing percentage of our portfolio, we are committed to increasing transparency of our ingredients and evaluating the environmental impact of our beauty products to inform future design and production.

Our Management Approach to Product Safety and Integrity

Our product integrity team consists of research and development, regulatory affairs, product safety and clinical studies along with quality and manufacturing engineering. These globally integrated functions work in collaboration with our product fragrance development team and our vendor partners to oversee all aspects of our formulations, including ingredients selection, formula design, safety testing and review, qualifications and our product manufacturing processes.

From ideation to production to delivery to the customer, our focus is to ensure our products are compliant, of the highest quality and surpass our customers’ expectations in every respect, including the look, feel, fragrance and performance. Our regulatory affairs and product safety and clinical studies teams incorporate a variety of global standards and best practices to ensure our ingredients, formulations and finished products are safe for use around the globe.

Chemical Management

We strive to formulate our products with safe ingredients that create the best results. We proactively address product safety through our chemical management program, which includes removing known chemicals and identifying emerging chemicals of concern. Our beauty products are manufactured and sold in accordance with relevant laws and regulations. We also require our beauty suppliers to adhere to several rigorous policies and standards governing chemical management.

We are committed to continually evaluating our formulas and the ingredients we use. We formulate specific lines of products that include and exclude specific ingredients to ensure customers have the choice to select products that fit their needs.

No Animal Testing

VS&Co is against animal testing. No branded products, formulations or ingredients are tested on animals. We continue to support research and testing to further the implementation and regulatory acceptance of non-animal methods, and we are limiting the use of animal derived ingredients by developing more vegan formulas.

Packaging

We are taking a holistic approach toward understanding the environmental impact of our packaging, from sourcing, manufacturing methods, materials selection and end-of-life disposal and reuse channels. We are committed to increasing the use of recycled content in our packaging and optimizing our packaging design to support efficiency and reduce our environmental impact.

For additional detail on our packaging, please visit our 2022 ESG Report available under the Corporate Responsibility section of our website, www.victoriassecretandco.com, under ESG at VS&Co.

Community Impact

Through the VS&Co Foundation, we pledged $10 million to non-profit organizations in 2022.

Our Giving Focus Areas

Human Capital Management

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, our associates and the communities where 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 individual.

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 U.S.-based associates. All representation data is self-disclosed by our associates.

We are excited to share that in 2022, nearly 87 percent of associates were women and nearly 61 percent were people of color. Looking deeper, in our stores, more than 95 percent of associates were women and nearly 65 percent were people of color. In our distribution centers, nearly 58 percent of our associates were women and more than 70 percent were people of color. In our home office, nearly 61 percent of associates were women and nearly 29 percent were people of color.

Diversity in leadership drives innovation, fosters inclusion and ensures a brighter future for our organization and our world. Our Board is 88 percent women and 50 percent people of color. In 2022, of our director and above roles, nearly 61 percent were filled by women and nearly 18 percent were filled by people of color. Women of color make up more than 8 percent of these leadership positions.

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

As of January 28, 2023, we employed approximately 31,000 associates, approximately 17,000 of whom were part-time. In addition, temporary associates are hired during peak periods, such as the holiday season. Approximately 75% of our associates work in our stores, 12% 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:

Our IRGs create an opportunity for associates to connect with one another around their shared passion for the important role DEI plays in our organization and for creating an inclusive and equitable workplace for all associates. Our IRGs provide professional development for associates and opportunities to volunteer in our communities, as well as support the needs of the business and help shape the culture of our company. Membership is open to all eligible associates and we currently have more than 850 members across the following six IRGs:

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 happy, healthy, and inclusive 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 where associates may anonymously report potential instances of unethical conduct and potential violations of law or company policies 24 hours a day, 7 days a week. 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 certify that they have read and agree to abide by the Code of Conduct and to complete 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 eligible part-time 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. All salaried associates in the home office, distribution and call centers participate in our short-term cash incentive compensation program. We encourage associate stock ownership with the ability to purchase VS&Co shares at a discount through our associate stock purchase plan.

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. (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.)

We are pleased to report that our 2022 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. We believe that pay equity is a journey, not a destination. VS&Co engages in an ongoing analysis and is committed to 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.

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 against avoidable injury.

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.

Director Compensation

Our 2022 compensation plan for non-employee directors remained unchanged from 2021 and is outlined in the following chart. The Board has reviewed and assessed the program relative to the VS&Co peer group, in partnership with the Human Capital and Compensation Committee and its independent compensation consultant, and has affirmed the program for 2023, as well.

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 2022, compensation earned by our non-employee directors was as follows. Mr. Waters’ compensation is disclosed in the 2022 Summary Compensation Table appearing elsewhere in this Proxy Statement.

(1) Stock awards were granted under the VS 2021 Stock 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.

(2) Mariam Naficy was elected to the Board on May 27, 2022. As a result, her cash retainer was prorated based on her period of service.