Donna James
Victoria's Secret &About Donna James
Donna James (age 67) is the Independent Chair of the Board at Victoria’s Secret & Co. (VSCO) and has served as a director since 2021. She is President & CEO of Lardon & Associates LLC and previously held senior executive roles at Nationwide Mutual Insurance, including EVP & Chief Administrative Officer and President of Nationwide Strategic Investments . VSCO maintains an independent board chair structure with CEO and Chair roles separated; James leads board communications with investors and provides ongoing counsel to the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lardon & Associates LLC | President & CEO | 2006 – present | Corporate governance and advisory focus |
| Nationwide Strategic Investments (Nationwide Mutual) | President; Chairman & Manager, Strategic Investment Fund | 2003 – 2006 | Oversaw strategic investments |
| Nationwide Mutual Insurance / Nationwide Financial | EVP & Chief Administrative Officer | 2000 – 2003 | Enterprise administration and HR leadership |
| Financial Settlement Services Agency, Inc. | Chairman | 2005 – 2006 | Board leadership |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| The Hartford Financial Services Group (NYSE: HIG) | Director | 2021 – present | Audit Committee Chair; also on FIRMC and Nominating & Governance committees |
| American Electric Power (NASDAQ: AEP) | Director | 2022 – present* | Footnote: “Donna will not stand for reelection…at the company’s 2025 annual meeting of shareholders.” |
| Prior public boards (select) | Director | Various | L Brands (2003–2021), Boston Scientific (2015–2023), Marathon Petroleum (2011–2018), Time Warner Cable (2009–2016), CNO Financial (2007–2011), Coca-Cola Enterprises (2005–2012) |
Board Governance
- Roles/Committees at VSCO: Independent Chair; member, Audit Committee (designated “audit committee financial expert”); member, Nominating & Governance Committee .
- Independence: The Board determined James is independent under NYSE and SEC rules; all committee members are independent .
- Attendance & engagement: Board met 11 times in FY2024; directors’ aggregate attendance was 96% and all directors attended >75% of meetings except the former CEO (not renominated); Audit Committee met 7 times and each member attended all meetings .
- Board leadership: VSCO requires a separate, independent Chair; James leads executive sessions of independent directors and serves as liaison to management and shareholders .
- Risk oversight: James’ committees oversee enterprise risk, cybersecurity, AI, and governance/ESG risks .
Fixed Compensation (Non‑Employee Director Pay Structure)
| Component | Cash | Stock (FMV) | Notes |
|---|---|---|---|
| Board retainer (member) | $111,900 | $111,900 | Annual, paid quarterly (cash), equity in unrestricted shares at annual meeting |
| Audit member | $12,500 | $12,500 | Annual committee membership fees |
| Nominating & Governance member | $10,000 | $10,000 | Annual committee membership fees |
| Board Chair fee | $80,000 | $80,000 | 2024 fee; effective 2025 increased to $100,000 cash + $100,000 stock |
| Committee Chair adders | $20,000 (Audit); $15,000 (HCCC); $15,000 (N&G) | — | Paid in addition to member fees |
2024 actual compensation for Donna James:
| Year | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 214,400 | 214,400 | 428,800 |
- Deferred compensation: In 2024 VSCO enabled directors to defer equity into DSUs and cash retainers into deferred shares; seven directors—including all but one—deferred 100% of their 2024 equity awards into DSUs .
Performance Compensation
| Element | Grant structure | Performance metrics | Vesting/Notes |
|---|---|---|---|
| Annual equity grant | Unrestricted shares equal to fixed FMV amounts (see above) | None (not performance‑based) | Generally granted at the annual meeting; many directors elected DSU deferral in 2024 |
No performance metrics apply to non‑employee director equity at VSCO; the program is time‑based equity retainer paid in shares/DSUs .
Other Directorships & Interlocks
| Relationship | Detail | Potential conflict? |
|---|---|---|
| Related‑party transactions at VSCO | VSCO reported no related party transactions >$120,000 involving directors since Jan 28, 2024 | None disclosed |
| Hedging/pledging | VSCO prohibits hedging, pledging, short sales, and derivative transactions by directors | Enhances alignment; no pledges permitted |
| External boards | Financial services (HIG) and utilities (AEP); no supplier/customer ties disclosed with VSCO | None disclosed |
Expertise & Qualifications
- Strategic planning, risk management, business operations, public company finance, human capital, and corporate governance; long‑tenured public company board experience across multiple industries .
- Audit expertise: designated “audit committee financial expert” at VSCO; Audit Chair at The Hartford (HIG) .
Equity Ownership
| Date/Source | Beneficial Ownership (shares) | Notes |
|---|---|---|
| Apr 21, 2025 – VSCO proxy | 48,183 | Reported in Beneficial Ownership table; less than 1% of class |
| Sep 12, 2024 – Form 4 | +1,000 purchased at $21.4334; total then 48,183 | Open‑market purchase by James (price-weighted avg) |
| Jun 18, 2025 – Form 4 | +12,739 shares (equity award); total then 60,922 | Annual director stock award credited; non‑open market (A) |
Stock ownership alignment and policies:
- Ownership guideline: Non‑employee directors must retain at least the net shares received over the prior 4 years; as of Apr 21, 2025, all non‑employee directors were in compliance .
- Prohibited transactions: Hedging/pledging banned; directors subject to trading windows, pre‑clearance, and no derivatives/short sales .
Governance Assessment
Strengths (investor confidence signals)
- Independent Chair with deep governance and audit expertise; separation of Chair/CEO roles is codified in guidelines .
- High board independence; all committees fully independent; robust executive sessions .
- Strong process/controls: Clawback policy covering cash and equity; prohibitions on hedging/pledging; active ERM and cybersecurity oversight; Audit Committee met 7x and had full attendance .
- Ownership alignment: director equity retainer; DSU deferrals widely used; James made an open‑market purchase in 2024 (1,000 shares) .
Watch‑outs/Red flags to monitor
- Activist challenge: Large shareholder BBRC publicly called for a board refresh and James’ removal as Chair in Nov 2025, citing capital allocation and oversight concerns; potential for proxy contest and governance instability .
- Tenure optics: Critics argue James’ long oversight history (L Brands since 2003; VSCO Chair since 2021) may appear “over‑tenured” amid calls for fresh perspectives; management counters with active refreshment (new nominees, evolving skills matrix) .
- Pay/governance sentiment: Say‑on‑pay passed with 83% support in 2024 (reasonable but not overwhelming); continued investor engagement remains important .
No related‑party transactions involving James were disclosed for FY2024+, and all non‑employee directors (including James) were in compliance with stock ownership guidelines as of Apr 21, 2025 .
Appendix – Committee Assignments (VSCO)
- Board Chair (Independent)
- Audit Committee member; Audit Committee financial expert
- Nominating & Governance Committee member
Appendix – Director Compensation Detail (James, 2024)
| Fee Component | Cash ($) | Stock ($) | Source/Notes |
|---|---|---|---|
| Board retainer | 111,900 | 111,900 | 2024 schedule |
| Board Chair fee | 80,000 | 80,000 | 2024 schedule; 2025 increased to 100,000/100,000 |
| Audit member | 12,500 | 12,500 | 2024 schedule |
| Nominating & Governance member | 10,000 | 10,000 | 2024 schedule |
| Total (matches reported) | 214,400 | 214,400 | 2024 proxy table |
Appendix – Insider Transactions (Form 4)
| Date (Trans.) | Type | Shares | Price | Post‑Trans. Holdings | Source |
|---|---|---|---|---|---|
| 2024‑09‑12 | Purchase (P) | 1,000 | 21.4334 | 48,183 | |
| 2025‑06‑18 | Award/Grant (A) | 12,739 | 0.00 | 60,922 |