Victoria’s Secret Urged to Revamp Board, Scrap Rights Plan

Activist investor Barington Capital Group has called on Victoria’s Secret to overhaul its board of directors and revoke a recently adopted shareholder rights plan, according to a letter sent to shareholders on Monday.

The New York-based hedge fund, holding over 1% of Victoria’s Secret shares, criticized the company’s performance since its 2021 spin-off from L Brands, citing a loss of more than US$2.4 billion in shareholder value.

Barington is advocating for the replacement of most or all board members with directors experienced in brand revitalization, operational execution, international expansion, and value creation. It also condemned the May 2024 adoption of a poison pill, a defensive measure designed to deter hostile takeovers.

“Barington has not sought to engage with us, but we look forward to discussing their views with them,” a Victoria’s Secret spokesperson said. “We are confident that executing our strategy under the new and experienced leadership team will continue to unlock value for our shareholders.”

Shares of Victoria’s Secret rose about 3% in early trading Monday but remain down more than 50% year-to-date.

James Mitarotonda, CEO and founder, Barington, urged the company to refocus on core categories like bras, revitalize campaigns such as Angels, and accelerate growth in digital channels and international markets.

Barington also expressed concerns about leadership. CEO Hillary Super, appointed in September 2024, has limited public company experience, and the board lacks the expertise needed for a successful turnaround, the firm stated.

The poison pill was introduced after Australian billionaire Brett Blundy’s investment firm raised its stake in Victoria’s Secret to around 13%. The shareholder rights plan aims to prevent any single investor from gaining control without board approval.

Rachel Wolff, an eMarketer analyst, noted that Barington’s pressure complicates Victoria’s Secret’s strategic turnaround. “Growing investor dissatisfaction with management may force changes at the executive level,” she said.

Barington has a history of activist campaigns, including at L Brands before its split into Victoria’s Secret and Bath & Body Works. Earlier this year, the hedge fund unsuccessfully attempted to place three directors on the board of Matthews International, a casket manufacturer.