Jacqueline Hernández
Victoria's Secret &About Jacqueline Hernández
Independent director of Victoria’s Secret & Co. (VSCO) since 2021; age 59. Hernández is a consumer marketing and brand transformation executive with deep multicultural expertise and leadership roles across media and retail; she currently serves on VSCO’s Human Capital & Compensation and Nominating & Governance committees and is classified as independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MediaCo Holding Inc. | Interim Chief Executive Officer | 2024 | Led operations and strategic oversight during transition |
| New Majority Ready | Founder & Chief Executive Officer | 2019 – present | Multicultural strategy and marketing consulting leadership |
| Combate Américas | President | 2017 – 2020 | Growth and brand-building for Hispanic sports franchise |
| NBCUniversal Hispanic Enterprises | Chief Marketing Officer | 2014 – 2017 | Consumer marketing leadership |
| NBCUniversal Telemundo Enterprises | Chief Operating Officer | 2008 – 2014 | Operations, strategic planning, data-driven execution |
External Roles
| Company | Role | Public Company Board Tenure | Notes |
|---|---|---|---|
| MediaCo Holding Inc. (NASDAQ: MDIA) | Director | 2024 – present | Also served as Interim CEO in 2024 |
| Isos Acquisition Corporation | Director | 2021 | SPAC directorship |
Board Governance
- Committee assignments: Human Capital & Compensation (member), Nominating & Governance (member). Not a committee chair .
- Independence: Board determined Hernández is independent; all committee members are independent .
- Attendance and engagement: VSCO Board met 11 times in fiscal 2024; directors recorded 96% attendance overall, with all directors exceeding 75%. All directors attended the 2024 annual meeting; annual meetings conducted virtually .
- Executive sessions: Independent directors meet in executive session at nearly all Board and committee meetings .
- Governance policies: Corporate Governance Guidelines require separate Chair and CEO; strong oversight of risk, ESG, cybersecurity, and compensation .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual Board cash retainer | $111,900 | Standard non-employee director cash retainer |
| Committee cash retainers | $12,500 (HCCC); $10,000 (N&G) | Paid in addition to Board retainer |
| Annual equity retainer (unrestricted shares) | $111,900 (Board); $12,500 (HCCC); $10,000 (N&G) | Granted under VS 2021 Stock Plan; typically on annual meeting date |
| 2024 total cash paid | $134,400 | Hernández actual cash paid in 2024 |
| 2024 stock award grant-date value | $134,400 | Hernández actual equity value in 2024 |
| 2024 total compensation | $268,800 | Sum of cash and stock |
| Deferred equity election | 100% of 2024 equity into DSUs | Directors (except M. Naficy) elected full deferral to DSUs; payable only in VSCO shares |
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity grants | Unrestricted shares or DSUs | None (time-based delivery) | Director equity is not tied to performance metrics; DSU deferrals available since 2024 |
Other Directorships & Interlocks
- Compensation committee interlocks: None; HCCC comprised solely of independent directors with no interlocking relationships disclosed for fiscal 2024 .
- Related party transactions: None involving directors since January 28, 2024, above $120,000 threshold, other than employment arrangements disclosed for executives .
Expertise & Qualifications
- Consumer Marketing, Data Analytics, Business Operations, Strategic Planning, AI Ethics, Brand Transformation, Digital & Social Media Marketing .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire (60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Jacqueline Hernández | 19,312 | – | 19,312 | * (less than 1%) |
- Stock ownership guidelines: Directors must retain net shares received as compensation over the prior 4 years; as of April 21, 2025, all non-employee directors were in compliance .
- Hedging/pledging: Prohibited for directors; none have pledged VSCO shares .
- Insider transactions (Form 4):
- June 13, 2024 grant of 7,654 shares (reported June 14, 2024) .
- June 18, 2025 grant of 7,304 shares (reported June 23, 2025) .
Governance Assessment
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Strengths
- Independent status; service on HCCC and N&G supports board effectiveness in pay-for-performance, succession planning, governance oversight, and ESG programs .
- High board-wide attendance and regular executive sessions bolster independent oversight quality .
- Director compensation split evenly between cash and equity with DSU deferral enhances alignment; ownership guidelines and anti-hedging/pledging policies further investor alignment .
- No related-party transactions or compensation committee interlocks disclosed, reducing conflict risk .
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Watch items
- Multiple external commitments (MediaCo directorship and interim CEO service in 2024; Isos Acquisition Corp. board). VSCO policy limits board service for sitting public-company CEOs and audit committee memberships; directors must notify the Chair before accepting new roles—continued monitoring of time commitments and committee caps is prudent .
- Broader VSCO say-on-pay approval was 83% in 2025, acceptable but not exceptionally high—continued focus on executive pay alignment may drive investor sentiment (not director-specific) .
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Summary: Hernández’s committee roles, equity deferral into DSUs, and compliance with ownership/insider policies signal alignment and low conflict risk. Her multicultural marketing and AI ethics expertise appear additive to VSCO’s brand and omni-channel strategy .