Victoria's Secret Faces Boardroom Battle Over Chair's 25-Year Record

NEW YORK, NY – May 13, 2026 – A fierce boardroom battle is escalating at Victoria’s Secret & Co. (NYSE: VSCO) as activist investor BBRC International PTE Limited intensifies its campaign to unseat Board Chair Donna James. In a sharply worded public statement, BBRC, which holds an approximate 13% stake in the lingerie giant, is urging fellow stockholders to vote against James’s reelection at the upcoming June 11 annual meeting, citing a long history of alleged underperformance and governance failures.

The proxy fight places the company's leadership in the crosshairs just as it attempts to execute a delicate operational turnaround, pitting a major shareholder's demand for accountability against the board's narrative of recent success and strategic momentum.

A Campaign for "Accountable Governance"

BBRC’s offensive centers on what it describes as two and a half decades of poor oversight under Ms. James, whose tenure spans both Victoria's Secret and its former parent company, L Brands. The investor group is not seeking its own board seats but is running a targeted “AGAINST” campaign focused solely on removing the incumbent chair.

“Our campaign is focused on one thing: establishing accountable governance at VS to ensure the Board does not repeat the mistakes of its past,” BBRC stated. “That begins with the exit of Ms. James.”

The investor's list of grievances is specific. BBRC points to the “misallocation of $625 million to poorly executed stock repurchases” and the “failed $591 million Adore Me acquisition.” While Victoria's Secret announced the Adore Me deal in 2022 with a $400 million upfront payment, subsequent performance-based considerations could increase the total cost. Recent company filings have acknowledged “impairment losses” related to the brand, lending some credence to BBRC's concerns about the acquisition's value.

Furthermore, BBRC highlights a “70%-plus stock decline” during a period before the company finally changed executives, a stark contrast to the company’s own figures, which tout a 149% stock surge over the past year. The discrepancy underscores the dueling narratives, with BBRC focusing on long-term underperformance and the company highlighting recent gains under new leadership.

Echoes of a Troubled Past

The most pointed of BBRC’s accusations exhumes a dark chapter in the company's history. The investor group has forcefully reminded shareholders of Ms. James's role as a defendant in the $90 million Rudi v. Wexner lawsuit. That derivative action stemmed from alleged oversight failures during her time as Chair of the L Brands Audit Committee, a period when then-CEO Les Wexner maintained a close relationship with convicted sex offender Jeffrey Epstein.

The lawsuit, settled in 2022, resulted in a significant fund for governance reforms specifically aimed at the very committee James chaired. BBRC is now questioning how the board can reconcile that history with her continued leadership.

“Stockholders are entitled to ask whether Ms. James’ Audit Committee fulfilled its risk-oversight responsibilities – and how the same Board now invoking 'reputational risk' against BBRC has determined it has no concerns about Ms. James' record,” the activist shareholder declared. By raising this issue, BBRC is directly challenging the narrative of a reformed Victoria's Secret, suggesting that remnants of the old guard may be hindering a complete cultural and financial reset.

A Turnaround Under Siege?

Victoria’s Secret has fired back, portraying BBRC's campaign as a “distracting and self-interested” attack that threatens to derail its comeback. In a public letter to shareholders, the board offered its unanimous support for Ms. James and framed the proxy contest as a personal vendetta by BBRC Chairman Brett Blundy, whose own candidacy for a board seat was previously rejected multiple times due to what the company called “serious reputational, legal, conflict of interest and governance risks.”

The company is instead focusing investor attention on its ongoing “Path to Potential” strategy, initiated by CEO Hillary Super, who took the helm in August 2024. Under Super, Victoria’s Secret has seen a significant uptick in performance, reporting a 5% increase in net sales for fiscal 2025 and forecasting further growth. The board credits its current composition, including Ms. James, with overseeing this successful turnaround, which has included a revitalized brand image and the highest quarterly revenue since the company became independent.

This proxy fight has already claimed one casualty. Mariam Naficy, another director targeted by BBRC and criticized for her role in the Adore Me acquisition, announced she will not stand for re-election. While BBRC hailed this as a validation of its case, it maintains that her departure “does not do enough to address stockholders’ concerns about weak management oversight.”

The Proxy Battleground

With the June 11 annual meeting looming, both sides are now fully engaged in winning shareholder votes. BBRC is soliciting support using a GOLD proxy card, a tactic made possible under the SEC's universal proxy rules, which allow shareholders to vote against specific directors without having to choose an entire dissident slate.

Victoria's Secret, which had previously adopted a short-term shareholder rights plan, or “poison pill,” in response to BBRC's growing stake, has stated the plan will expire on May 18, a potential sign of confidence in its position or a move to avoid further alienating investors. The company is also proceeding with a search for a new director with technology and AI expertise, a nod toward continued board refreshment.

Ultimately, shareholders are left to weigh two conflicting stories. One, from BBRC, is a tale of long-term value destruction and failed oversight embodied by a 25-year director. The other, from the company, is a narrative of a successful, ongoing turnaround guided by an experienced board that is finally unlocking the brand's potential. With both sides making their final appeals, the decision on the future of the board's leadership now rests entirely in the hands of the stockholders.