Anne Sheehan
Victoria's Secret &About Anne Sheehan
Anne Sheehan (age 68) is an independent director of Victoria’s Secret & Co. since 2021. She chairs the Nominating & Governance Committee and sits on the Human Capital & Compensation Committee. She holds a BA in political science and history from the University of Colorado and is widely recognized for corporate governance leadership, including as former Chair of the SEC’s Investor Advisory Committee and Director of Corporate Governance at CalSTRS. She is qualified as an audit committee financial expert and serves on advisory boards at the Weinberg Center (University of Delaware) and Stanford’s Rock Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SEC Investor Advisory Committee | Chair | 2012–2020 | Led investor-focused policy recommendations; governance and disclosure reforms . |
| California State Teachers’ Retirement System (CalSTRS) | Director of Corporate Governance | 2008–2018 | Managed ~$4B active equity portfolio; drove sustainability and stewardship frameworks . |
| NASDAQ Listing & Hearings Council | Member, then Co-Chair | 2010–2015 | Listings oversight; market integrity and issuer compliance . |
| California Department of Finance | Chief Deputy Director for Policy | 2004–2008 | Led complex regulatory and public finance initiatives . |
| California Building Industry Foundation | Executive Director | 2000–2004 | Sector advocacy and organizational leadership . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Janus Henderson Group plc (NYSE: JHG) | Independent Director | 2022–present | Audit; Governance & Nominations; Risk; audit committee financial expert . |
| PJT Camberview / PJT Partners | Senior Advisor | 2018–present | Investor engagement and governance advisory . |
| Weinberg Center, Univ. of Delaware | Advisory Board | 2014–present | Governance policy and director education . |
| Rock Center, Stanford Law School | Advisory Board | 2019–present | Governance best practices and research . |
| Wells Fargo & Co. | Stakeholder Advisory Committee Member | 2016–Mar 2023 | Stakeholder oversight and risk dialogue . |
| Cohn Robbins Holdings Corp. (SPAC) | Independent Director | 2020–2022 | Board oversight pre-combination . |
| L Brands, Inc. (former VSCO parent) | Director | 2019–2021 | Audit; Nominating & Governance . |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Human Capital & Compensation at VSCO .
- Independence: The Board annually determined Sheehan is independent under NYSE/SEC rules; all VSCO board committees are composed of independent directors (except the CEO not independent) .
- Attendance: Following the spin-off, VSCO reported every committee member attended all their meetings in fiscal 2021, indicating early strong engagement; subsequent proxies maintain emphasis on independent oversight (no later attendance shortfalls disclosed) .
- Lead/Chair roles: Donna James served as Board Chair, with independent committee structures and charters publicly available .
Fixed Compensation
VSCO non-employee director program (unchanged since 2021; cash paid quarterly; equity in unrestricted common shares at annual meeting):
| Element | Amount | Notes |
|---|---|---|
| Board annual retainer (cash) | $111,900 | Plus identical equity retainer $111,900 in unrestricted shares . |
| Committee member retainer (cash) | Audit $12,500; HCC $12,500; N&G $10,000 | Plus identical equity retainers for membership . |
| Committee chair fees (cash) | Audit $20,000; HCC $15,000; N&G $15,000 | Additional to base retainers . |
| Board Chair fees | $80,000 cash and $80,000 equity; increased to $100,000 cash + $100,000 equity effective FY25 | Benchmarking-led change effective 2025 . |
Director-level compensation earned (Anne Sheehan):
| Metric | 2021 | 2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $74,700 | $149,400 |
| Stock Awards ($) | $134,400 | $134,400 |
| Total ($) | $209,100 | $283,800 |
Stock ownership guidelines: Non-employee directors must retain at least the net shares (after 40% assumed tax) received as board compensation over the previous four years; as of Apr 15, 2024, all non-employee directors were in compliance .
Performance Compensation
- Structure: Equity delivered as unrestricted VSCO common shares; directors may elect to defer equity into DSUs and (from 2024 plan amendment) defer cash retainers into deferred RSUs/DSUs; dividend equivalents accrue on RSUs/DSUs per plan .
- Metrics: No performance-based metrics (TSR, revenue, EBITDA) apply to director equity at VSCO; grants are service-based and unrestricted .
| Performance Metric | Applies to Anne Sheehan’s Director Compensation? | Evidence |
|---|---|---|
| Total Shareholder Return (TSR) | No | Program grants unrestricted shares; no PSU/option metrics for directors . |
| Revenue/EBITDA/ESG targets | No | Director equity not performance-conditioned . |
| Dividend equivalents on RSUs/DSUs | Yes (if she elects deferral) | Plan credits equivalents; DSUs payable only in common stock . |
Other Directorships & Interlocks
- Current public boards: Janus Henderson Group plc (JHG) — Audit; Governance & Nominations; Risk; audit committee financial expert .
- Prior boards: Cohn Robbins Holdings Corp.; L Brands (pre-spin) .
- Interlocks/conflicts: VSCO disclosed no related-person transactions involving directors; the HCC Committee had no interlocking relationships and is entirely independent .
Expertise & Qualifications
- Governance leadership and investor stewardship (founder of Investor Stewardship Group; SEC IAC Chair) .
- Financial oversight: Audit committee financial expert designation; deep experience with accounting standards and reporting rules (CalSTRS; NASDAQ Council) .
- Human capital and compensation oversight across committees at VSCO and JHG .
Equity Ownership
Ownership alignment and insider activity (Form 4):
| Transaction Date | Filing Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2021-08-03 | 2021-08-05 | Award (Common) | 2,309 | $0.00 | 11,205 | |
| 2021-11-23 | 2021-11-24 | Sale (Open Market) | 1,033 | $57.80 | 10,172 | |
| 2022-03-17 | 2022-03-21 | Sale (Open Market) | 5,060 | $51.6109 | 5,112 | |
| 2022-05-27 | 2022-06-01 | Award (Common) | 3,150 | $0.00 | 8,262 | |
| 2023-05-25 | 2023-06-07 | Award (Common) | 6,199 | $0.00 | 14,461 | |
| 2024-06-13 | 2024-06-14 | Award (Common) | 7,654 | $0.00 | 22,115 | |
| 2025-06-18 | 2025-06-23 | Award (Common) | 7,304 | $0.00 | 29,419 |
- Ownership guidelines: Retain net shares from prior four years; directors permitted to defer equity into DSUs; seven VSCO directors elected to defer 100% of 2024 equity grants into DSUs; DSUs only settle in VSCO shares .
Governance Assessment
- Strengths: Long-standing governance expertise; independent leadership of Nominating & Governance; multi-committee experience; recognized audit committee financial expert at a major asset manager (JHG). Compensation mix favors equity, with hold/deferral features that align with shareholders .
- Alignment: Regular equity awards and share retention guideline ensure “skin in the game”; DSU/RSU deferral program with dividend equivalents strengthens long-term alignment .
- Conflicts/Red flags: VSCO explicitly reports no related-person transactions involving directors; HCC Committee has no interlocks; no pledging disclosed. Past open-market sales (2021–2022) were modest and followed by continued equity awards/ownership growth; not indicative of misalignment given overall program design .
Net take: Anne Sheehan’s governance credentials, independence, and committee leadership at VSCO are strong. Her director pay structure and share retention policy promote alignment, while the absence of related-party transactions and interlocks supports board effectiveness and investor confidence .