BBRC Calls for Overhaul of Victoria's Secret Board Leadership and Governance
BBRC Urges Leadership Refresh, Citing Board's Stale Perspective and Lack of Stockholder Alignment
BBRC International PTE Limited, holding approximately 12.9% of Victoria's Secret & Co. (NYSE: VSCO) shares, has taken the rare step of publicly releasing a letter to the company’s board. After months of failed private dialogue, BBRC asserts that leadership at Victoria's Secret requires significant changes, specifically pointing to long Board tenure, gaps in expertise, and limited stockholder representation as core concerns.
Key Issues: Board Tenure, Skills Gaps, and Stockholder Alignment
At the heart of BBRC's letter is a call for replacing the current Board Chair, Donna James, who has been involved in the oversight of Victoria’s Secret and its predecessor L Brands for over 22 years. BBRC contends that this length of service results in a “stale perspective” and a lack of objective oversight, especially as the board has struggled with issues like cybersecurity lapses and capital allocation in recent years. The investor further points out that the current directors lack deep expertise in areas like technology, cybersecurity, and artificial intelligence—skillsets the company itself identified as missing in its 2025 proxy statement.
Shareholder Ownership: A Major Misalignment
A notable part of BBRC’s critique centers on the disconnect between board ownership and that of independent stockholders. Based on public filings, current board members collectively hold only a small number of shares purchased while serving as directors; most were acquired prior to their board roles or were granted as compensation. In contrast, BBRC owns nearly 13% of VSCO shares and argues that their interests are closely aligned with long-term value creation and avoiding value destruction.
| Party | Number of VSCO Shares Owned | % Outstanding Shares |
|---|---|---|
| BBRC International (including affiliates) | 10,310,631 | 12.9% |
| Board of Directors (aggregate purchases as directors) | 1,000 | <0.01% |
Governance Change Sought: Board Refresh and Independent Representation
BBRC’s solution is direct: appoint a new, independent Board Chair and add stockholder representation to the boardroom. According to the letter, BBRC is not seeking to intervene in operational decisions, but rather to strengthen oversight and governance by adding board members who can drive accountability and offer new perspectives—especially given recent oversight failures and missed opportunities in innovation.
Next Steps: Potential Board Contest on the Horizon
After a series of attempts to resolve these issues privately, BBRC says it has not received meaningful engagement from Victoria’s Secret’s Board, prompting this public approach. If the company remains unresponsive, BBRC has stated it intends to propose new directors at the 2026 annual meeting (or earlier, if possible), signaling a possible board contest in the months ahead.
Takeaway: Governance at the Center of Value Creation for VSCO Investors
For shareholders, this public dispute highlights how governance concerns—rather than only operational metrics—can drive major strategic conversations at companies like Victoria’s Secret. BBRC’s near 13% stake and commitment as a long-term holder suggest that calls for board renewal and enhanced stockholder voice could shape not only the company’s direction, but also how investors perceive its leadership stability and growth potential.
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