Hillary Super
Victoria's Secret &About Hillary Super
Hillary Super, age 52, has served as Chief Executive Officer and a director of Victoria’s Secret & Co. since 2024 (CEO service began September 9, 2024). She brings nearly three decades of retail leadership across intimates, apparel, beauty, and omni-channel operations, including prior CEO roles at Savage X Fenty and Anthropologie Group. Under her leadership, VS&Co cites total shareholder return of 89% since her appointment, materially outperforming specialty retail benchmarks; 2024 operating income increased 26% year over year as the company executed its “Path to Potential” strategy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Victoria’s Secret & Co. | Chief Executive Officer | 2024 – present | Leads long-term strategy; cites outperformance and renewed brand/product focus . |
| Savage X Fenty (intimates retailer) | Chief Executive Officer and Board Member | 2023 – 2024 | Intimates/beauty leadership; governance experience . |
| Anthropologie Group (Urban Outfitters, Inc.) | Global CEO; CEO; Global President; Co-President; President of Women’s Apparel, Accessories, Beauty & Bridal | 2017 – 2021 | Led turnaround of Women’s Apparel & Accessories; omni-channel brand leadership . |
| Earlier merchandising/operating roles | Guess?, American Eagle Outfitters, Gap, Ann Taylor | — | Deep merchant/operator background across leading specialty retailers . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Savage X Fenty | CEO and Board Member | 2023 – 2024 | Board service at a leading intimates brand . |
Fixed Compensation
| Component | Detail | Period/Status | Source |
|---|---|---|---|
| Base salary (implied from severance table) | Severance provides 24 months of base = $2,400,000 (implies ~$1,200,000 annual base at that time) | As of severance modeling date (Feb 1, 2025 assumptions) | |
| Target bonus (% of base) | 175% | FY2024 plan design (pro-rated on hire) | |
| Actual short-term incentive (cash) | $1,532,621 (158% of target; pro-rated 2024) | FY2024 | |
| Hire-on cash bonus | $1,000,000 (repayable if voluntarily resigns/for cause within 12 months) | At hire (2024) | |
| Other compensation (select perqs) | Relocation $757,993; Personal security $11,181 | FY2024 “All Other Compensation” |
Performance Compensation
Short-Term Incentive Plan (STIP) – Design and Weighting
| Performance Period | Weighting | Metric | Metric Weighting | Source |
|---|---|---|---|---|
| Spring (Q1–Q2) | 30% | Adjusted Operating Income | 75% | |
| Revenue | 25% | |||
| Fall (Q3–Q4) | 45% | Adjusted Operating Income | 75% | |
| Revenue | 25% | |||
| Annual (FY) | 25% | Adjusted Operating Income | 75% | |
| Revenue | 25% |
STIP included a strategic scorecard modifier in 2024 (loyalty, product lead time, infrastructure) applied +/-15% of target; approved +9% for 2024 .
STIP Targets vs Performance (FY2024)
| Period | Revenue Target ($mm) | Revenue Actual ($mm) | OI Target ($mm) | OI Actual ($mm) | Payout % |
|---|---|---|---|---|---|
| Spring | 2,705 | 2,630 | 119 | 102 | 60.5% |
| Fall | 3,175 | 3,287 | 186 | 235 | 165.2% |
| Annual | 6,250 | 6,203 | 345 | 347 | 97.1% |
Individual STIP Outcome (FY2024)
| Executive | Target as % of Base | Spring % Achieved | Fall % Achieved | Annual % Achieved | Strategic Modifier | Total % | Payout ($) |
|---|---|---|---|---|---|---|---|
| Hillary Super | 175% | — | 165.2% | 97.1% | +9% | 117% | $1,532,621 |
Long-Term Incentives (LTI) – Structure and Grants
| LTI Component | Grant/Design | Vesting/Performance | Value |
|---|---|---|---|
| Inducement RSUs | Granted 10/7/2024 to replace unvested prior employer equity and bridge to annual cycle; 237,800 RSUs | Standard RSU vest schedule; see Vesting table below | $5,750,004 grant-date fair value |
| FY2025 Annual LTI | 60% PSUs, 40% RSUs (aggregate $7.7M) | PSUs: 3-year performance; 50% multi-year operating income (assessed annually and averaged starting 2024 design), 50% rTSR vs S&P 1500 Specialty Retail; payout 0–200%; RSUs vest 30/30/40 over 3 years | $7,700,000 total (PSUs $4,620,000; RSUs $3,080,000) |
| PSU rTSR Payout Grid | <25th percentile: 0%; 25th: 50%; 50th: 100%; 75th+: 200% | Equal weight with OI metric | — |
Historical PSU reference: 2022 PSU cycle paid at 39.2% (below-threshold 3-yr OI; 39th percentile rTSR) .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (as of Apr 21, 2025) | Not listed with common stock or rights within 60 days (no reported beneficial shares) | |
| Unvested RSUs at FY-end (Feb 1, 2025) | 237,800 units; market value $8,646,408 (at $36.36) | |
| Stock ownership guidelines | CEO: 6x base salary; execs have 5 years to comply; unvested RSUs count; unvested PSUs and in-the-money options do not | |
| Hedging/pledging policy | Hedging prohibited; no options/derivatives/short sales; no margin or pledging permitted | |
| Director compensation (applicability) | Employee directors (e.g., CEO) receive no separate director pay; disclosed in NEO tables |
RSU Vesting Schedule (Inducement Grant)
| Grant | Shares | Vesting Tranche | Vest Date | Shares Vesting |
|---|---|---|---|---|
| RSUs granted 10/7/2024 | 237,800 | 30% | 10/7/2025 | 71,340 |
| 30% | 10/7/2026 | 71,340 | ||
| 40% | 10/7/2027 | 95,120 |
Note: RSUs follow plan vesting of 30%/30%/40% on the 1st/2nd/3rd anniversaries; dates derived using the specific grant date .
Employment Terms
| Scenario (assumes stock at $36.36 on 1/31/2025) | Base Salary | Bonus | LTI Acceleration | Benefits | Total |
|---|---|---|---|---|---|
| Involuntary termination without cause or resignation for good reason (non‑CIC) | $2,400,000 | $2,100,000 (target methodology) | $720,546 | $26,544 | $5,247,090 |
| Death | — | $1,470,000 | $8,646,408 | $2,000,000 (life insurance) | $12,116,408 |
| Disability | $600,000 | $1,470,000 | $8,646,408 | — | $10,716,408 |
| Termination following Change in Control (double‑trigger) | $3,600,000 (36 months) | $7,770,000 (3x target + pro‑rata) | $8,646,408 (accelerated; PSUs target if <1/3 elapsed, else max) | $26,544 (COBRA differential x36 months) | $20,042,952 |
Additional terms:
- Non‑CIC severance includes salary continuation for 24 months, incentive comp the executive would have received for 1 year post-termination, pro‑rated vesting of unvested equity per original schedule, and COBRA differential x24 months (subject to release) .
- CIC severance uses a 6‑month pre/24‑month post CIC window; equity acceleration as above; COBRA differential x36 months .
- Double‑trigger equity vesting policy under the 2021 Stock Plan; death/disability treatment as described (accelerated for death; continued schedule or 1‑year exercise for options where applicable) .
- Clawback: broad misconduct triggers applied to cash and equity; updated for SEC/NYSE rules .
- No tax gross‑ups upon a change in control .
- Deferred compensation: no non‑qualified deferred comp plan for executives in 2024 (may create in future) .
Board Governance
- Board service: Director since 2024; not independent due to executive role .
- Committee roles: None; all three standing committees (Audit; Human Capital & Compensation; Nominating & Governance) are fully independent; current chairs: Sarah Davis (Audit), Irene Chang Britt (HCCC), Anne Sheehan (N&G) .
- Leadership structure and independence: Independent Chair (Donna James); corporate governance guidelines require separation of Chair and CEO; Chair must be independent .
- Director compensation context (non‑employee directors): cash and stock retainers by board/committee with optional deferral to DSUs; employee directors receive no director pay .
Performance & Track Record
| Metric/Highlight | Detail |
|---|---|
| Stock performance since appointment | Company states TSR of 89% since Super’s appointment as CEO, outperforming S&P 1500 Specialty Retail Index by 78% and peer set by 91% (period cited in DEFA14A) . |
| Operating momentum | 2024 operating income increased 26% vs 2023; management highlights beating sales and operating income guidance in Q2 2025, gross margin expansion, and raising FY sales outlook . |
| Strategic execution | Emphasis on reasserting bra authority, recommitting to PINK, expanding beauty, and evolving go‑to‑market; management commentary notes share gains, customer growth, and product/marketing integration . |
Compensation Structure Analysis
- Pay mix and leverage: Target bonus at 175% of base places significant pay at risk; PSUs constitute 60% of annual LTI with multi‑year OI and relative TSR metrics; maximum payouts capped at 200% (LTI) and 215% (STIP), supporting aligned risk-taking .
- Shift to performance equity vs options: Awards are RSUs/PSUs; no option grants shown for Super, consistent with broader retail trend to RSUs/PSUs to balance retention and performance .
- 2024 STIP discretion: Strategic scorecard modifier (+9%) added in 2024 to drive longer-term enablers (loyalty, lead time, infrastructure) .
Vesting Schedules and Insider Selling Pressure
- Near-term vesting events: 30% of the 10/7/2024 RSU grant vested on 10/7/2025, with additional 30% on 10/7/2026 and 40% on 10/7/2027; monitor Form 4 filings around these dates for potential selling activity .
- Policy mitigants: Hedging and pledging are prohibited; trading subject to windows and pre‑clearance, reducing risk of opportunistic or leveraged selling .
Equity Ownership & Alignment Details
| Category | Data |
|---|---|
| Ownership as % of class | Not reported as a percentage; no beneficial common stock listed as of April 21, 2025 |
| Vested vs unvested | Unvested RSUs: 237,800 units (market value $8.646M at $36.36) at FY-end; PSUs unvested on 3‑year cycles |
| Ownership guidelines compliance | CEO guideline 6x base salary; executives have 5 years to comply; unvested RSUs count toward compliance; the company states executives are on track |
| Pledging/Hedging | Prohibited for directors and executives |
Employment Terms (Additional)
- Start date/tenure: Appointed CEO August 14, 2024; began serving September 9, 2024 .
- Non‑compete/non‑solicit: Not specifically disclosed in the cited sections of the 2025 proxy.
- Garden leave/consulting: Not disclosed in the cited sections.
- Severance discretion: HCCC retains discretion to provide additional benefits upon termination based on circumstances .
Board Service History and Dual-Role Implications
- Board service: Director since 2024; no board committee memberships; classified as non‑independent due to CEO role .
- Dual‑role implications: Potential concentration of power is mitigated by VS&Co’s governance structure requiring an independent Chair separate from the CEO (currently Donna James); all key committees are independent, and compensation oversight rests with the independent HCCC .
Investment Implications
- Pay-for-performance alignment: High at-risk pay (175% STIP target; 60% PSUs in LTI) and objective multi‑year PSU metrics (OI and rTSR) tie compensation to shareholder outcomes; 2022 PSU payout at 39.2% evidences downside sensitivity .
- Retention risk: Significant unvested RSUs (237,800) and substantial FY2025 LTI ($7.7M) create strong retention hooks; severance provides 24 months base and meaningful bonus treatment, with double‑trigger CIC protection (36 months base and 3x target bonus) .
- Selling/overhang watch: Known RSU vesting dates (10/7 annually through 2027) may be focal points for liquidity; however, hedging/pledging prohibitions and insider trading controls constrain riskier behaviors .
- Governance/activism: Ongoing engagement with BBRC and board evaluation of director candidacy signal an activist backdrop; board underscores outperformance under Super and maintains independent chair structure—supportive for continuity but a potential source of volatility/trading catalysts .
- Execution risk: Strategy emphasizes bra leadership, PINK revival, beauty expansion, and GTM evolution; transcripts and Q2 commentary highlight share gains and category momentum, but sustainability through seasonal cycles remains the test for pay outcomes and equity vesting realizations .