Irene Chang Britt
Victoria's Secret &About Irene Chang Britt
Independent director since 2021; age 62. Chair of the Human Capital and Compensation Committee and member of the Audit Committee; determined independent under NYSE and SEC rules. Former President/Divisional CEO of Pepperidge Farm (Campbell Soup) and SVP Global Baking & Snacking at Campbell; CEO of ICB Enterprises LLC. Recognized for brand transformation, strategic planning, risk management, human capital, marketing, and compensation expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICB Enterprises LLC | Chief Executive Officer | 2015–present | Advises on strategy and human capital; compensation expertise . |
| Pepperidge Farm (Campbell Soup) | President & Divisional Chief Executive Officer | 2012–2015 | Led Campbell’s second-largest segment with net sales >$2.4B annually during tenure . |
| Campbell Soup Company | SVP, Global Baking & Snacking | 2012–2015 | Business transformation, human capital, branding, marketing . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| IDEXX Laboratories (NASDAQ: IDXX) | Director | 2023–present | Animal health diagnostics; public company board . |
| First Watch Restaurant Group (NASDAQ: FWRG) | Director | 2023–present | Daytime dining restaurants; public company board . |
| Brighthouse Financial | Director | 2017–2023 | Annuities and life insurance; prior board . |
| TerraVia Holdings | Director | 2016–2018 | Food/ingredients; prior board . |
| Tailored Brands | Director | 2015–2020 | Apparel retail; prior board . |
| Dunkin’ Brands Group | Director | 2014–2020 | QSR franchisor; prior board . |
| Sunoco | Director | 2011–2012 | Fuel distribution; prior board . |
Board Governance
- Committee assignments: Chair, Human Capital and Compensation Committee; member, Audit Committee .
- Independence: Board determined Irene and all committee members are independent; HCCC meets heightened NYSE independence standards .
- Attendance: HCCC met 5 times and all members attended all; Audit met 7 times and all members attended all; Board held 11 meetings; directors maintained strong attendance (96% overall, all >75% except former CEO) .
- Board leadership: Independent Chair; CEO and Chair roles separated by governance guidelines; executive sessions at nearly all Board/committee meetings .
- Risk oversight: HCCC oversees human capital and compensation-related risks; Audit oversees financial, cybersecurity/AI, compliance; Governance Committee oversees ESG and governance risks .
Fixed Compensation
| Component | FY 2024 Cash ($) | FY 2024 Stock ($) |
|---|---|---|
| Board retainer | 111,900 | 111,900 |
| Audit Committee member | 12,500 | 12,500 |
| HCCC member | 12,500 | 12,500 |
| HCCC Chair fee | 15,000 | – |
| Total FY 2024 (per proxy) | 151,900 | 136,900 |
- FY 2024 director equity delivered as unrestricted shares under the 2021 Stock Plan, generally on the annual meeting date; directors may defer awards into DSUs; in 2024, all non-employee directors except Mariam Naficy deferred 100% of shares into DSUs (includes Irene) .
Performance Compensation
| Metric | FY 2024 Structure |
|---|---|
| Director equity performance conditions | None; equity granted as unrestricted common stock; no options; no performance metrics tied to director pay . |
| Clawbacks/ownership alignment | HCCC oversees clawback policy; directors must retain net shares received over prior four years; all directors in compliance as of April 21, 2025 . |
Other Directorships & Interlocks
- Compensation committee interlocks: None; no member served in reciprocal executive/comp roles; no related party transaction disclosures for current directors .
Expertise & Qualifications
- Brand transformation; strategic planning; risk management; executive compensation; consumer marketing; public relations; human capital leadership .
- Committee leadership: “Thoughtful and strategic leader” of HCCC; guided development of VS&Co’s inaugural executive compensation program; focuses on aligning executives and stockholders .
Equity Ownership
| Holder | Common Stock | Right to Acquire (60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Irene Chang Britt | 19,671 | – | 19,671 | <1% |
- Stock ownership guidelines: Directors must maintain at least the net shares received as compensation over previous four years (assumed 40% tax); all non-employee directors compliant as of April 21, 2025 .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
- Section 16 compliance: All required reports timely filed in fiscal 2024 .
Governance Assessment
- Positives:
- Independent, experienced HCCC Chair with deep compensation and human capital expertise; strong committee attendance and leadership .
- Transparent, independent compensation governance with Semler Brossy as independent consultant; no consultant conflicts identified .
- Strong alignment mechanisms: ownership guidelines, clawback policy, and prohibition on hedging/pledging; DSU deferrals increase long-term alignment .
- No related-party transactions or compensation committee interlocks; robust executive-session practice and independent board chair structure .
- Watch items:
- Multiple external board commitments (IDXX, FWRG) warrant ongoing monitoring for time demands, though attendance data indicates high engagement and no issues disclosed .
- Retail transformation risk oversight is critical; continued scrutiny of HCCC’s pay-for-performance calibration (metrics and risk assessment) remains important as macro and sector dynamics evolve .
Overall signal: High governance quality and investor alignment from Irene Chang Britt’s committee leadership, ownership compliance, and absence of conflicts or interlocks; no red flags disclosed .