Activist investor calls for Victoria's Secret board overhaul amid losses

Core Viewpoint - Activist investor Barington Capital Group is urging Victoria's Secret to restructure its board and eliminate its recently adopted shareholder rights plan, citing a significant decline in shareholder value since its separation from L Brands in 2021 [1][2]. Company Performance - Since the separation from L Brands, Victoria's Secret has overseen a loss of $2.4 billion in shareholder value, indicating a failure to realize its potential [2]. - The current leadership, including CEO Hillary Super, is criticized for lacking the necessary experience and strategic clarity for a successful turnaround [2]. Leadership Concerns - Barington Capital highlights that six of the nine current board members were part of the board during the company's decline, and the remaining independent directors have limited experience in scaling global consumer businesses [6]. - The investor calls for a reconstituted board with directors experienced in brand revitalization, operational execution, international expansion, and shareholder value creation [7]. Strategic Focus - Concerns are raised regarding CEO Hillary Super's lack of employee confidence and her focus on relaunching secondary brands and expanding into athleticwear, which detracts from prioritizing the core business and international growth [4]. - Barington Capital emphasizes the need for Victoria's Secret to concentrate on core product categories, such as bras, and to reinvest in digital and international markets while streamlining its operating model [10]. Governance Issues - The activist investor expresses disappointment with the company's recently adopted "poison pill" plan, viewing it as counterproductive and potentially entrenching management and the board at a time when significant changes are needed [9]. - Barington Capital argues that companies with weak governance structures and strong anti-takeover provisions tend to trade at lower valuations [9]. Historical Context - Barington Capital previously worked with L Brands to implement key initiatives, resulting in a 221.5% increase in share price during its advisory tenure [12].