Lauren Peters
Victoria's Secret &About Lauren Peters
Independent director at Victoria’s Secret & Co. (VSCO), age 63, serving since 2021. Peters is a seasoned finance executive and Certified Public Accountant with 30+ years’ experience, including a decade as CFO of Foot Locker. She is recognized by the Board as an audit committee financial expert and has completed an intensive Cybersecurity Oversight program at Carnegie Mellon University, reflecting deep risk and technology governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foot Locker, Inc. | Chief Financial Officer | 2011 – 2021 | Led strategic planning, digital transformation, M&A; extensive omni-channel retail finance leadership |
| Foot Locker, Inc. | SVP, Strategic Planning | 2002 – 2011 | Strategy development; supported corporate finance and growth initiatives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc (NYSE: ALLE) | Director | 2021 – present | Not disclosed in VSCO proxy |
| La-Z-Boy, Inc. (NYSE: LZB) | Director | 2016 – present | Not disclosed in VSCO proxy |
Board Governance
- Independence and role: Independent director; serves on the Audit Committee and the Human Capital & Compensation Committee (HCCC). The Board designates Peters as an “audit committee financial expert.” All committee members are independent .
- Committee assignments (2024): Audit Committee member (financial expert); HCCC member .
- Attendance and engagement:
- Audit Committee met 7 times; each member attended all meetings (100%) .
- HCCC met 5 times; each member attended all meetings (100%) .
- Board met 11 times; >50% of directors had 100% attendance; all directors exceeded 75% attendance except the former CEO (not standing for re-election) .
- Overall director attendance at Board meetings in fiscal 2024 was 96% .
- Executive sessions: Independent directors meet in executive session at nearly all Board and committee meetings .
- Risk oversight: Audit Committee oversees enterprise risk, financial risk, cybersecurity, data security, AI use, anti-fraud, and compliance; HCCC oversees human capital and compensation risk; Nominating & Governance oversees governance, sustainability, and social responsibility .
Fixed Compensation
- Program structure (non-employee directors, 2024): Annual Board retainer $111,900 cash and $111,900 stock; committee member retainers: Audit $12,500 cash + $12,500 stock, HCCC $12,500 cash + $12,500 stock, Nominating & Governance $10,000 cash + $10,000 stock. Board/Committee chair fees incremental. Equity delivered as unrestricted shares; directors may defer equity into DSUs; 7 directors deferred 100% of 2024 equity into DSUs (all except Mariam Naficy) .
- Lauren Peters – 2024 actual director compensation:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 136,900 |
| Stock Awards (grant date fair value) | 136,900 |
| Total | 273,800 |
Notes:
- Peters’ cash and equity amounts align with base Board retainer plus Audit and HCCC member fees (no chair roles) .
- She elected to defer 100% of her 2024 equity into DSUs (all non-employee directors except Mariam Naficy did so) .
Performance Compensation
- Non-employee directors at VSCO do not receive performance-based pay; equity grants are unrestricted stock (or DSUs if deferred), not options/PSUs, and are generally granted on the annual meeting date .
- No director-specific performance metrics, bonuses, or option awards are disclosed for directors .
Other Directorships & Interlocks
- Current public boards: Allegion plc (since 2021); La-Z-Boy, Inc. (since 2016) .
- Compensation committee interlocks: The HCCC disclosed no interlocking relationships or related-party issues in 2024 .
- Related-party transactions: The company reported no related person transactions over $120,000 since January 28, 2024; aside from the CEO’s employment, none of the current directors were parties to related person transactions; the Board reaffirmed independent status for Peters .
Expertise & Qualifications
- Financial expertise (CPA); designated audit committee financial expert by the Board .
- Omni-channel retail operations and finance; investor relations; real estate strategy .
- Cybersecurity oversight education: completed CMU Certificate of Cybersecurity Oversight (director education program) .
- Strategic planning, women’s and youth merchandise experience, and public company finance .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 19,671 shares (less than 1% of class) |
| Right to acquire within 60 days | None disclosed for Peters |
| Ownership guidelines | Directors must maintain net shares received over prior 4 years; as of April 21, 2025, all non-employee directors were in compliance |
| Pledging/hedging | Prohibited; none of the directors or executive officers have pledged VSCO shares |
Governance Assessment
- Strengths for investor confidence:
- Deep finance and retail operating experience; audit committee financial expert with CPA credentials .
- Strong committee engagement with 100% committee meeting attendance in 2024; Board-wide attendance robust (96%) .
- Clear independence; no related-party transactions; no HCCC interlocks .
- Alignment mechanisms: director stock ownership guidelines; broad director equity deferrals into DSUs; anti-hedging/pledging policy .
- Board oversight breadth: ERM, cybersecurity/data security/AI, human capital, and ESG governance processes are robust .
- Watch items:
- Multiple external directorships require time management; however, VSCO’s policy caps external boards and requires notification to assess conflicts; Peters’ two external public boards fit within policy limits for non-executives .
- Company-level say-on-pay support was 83% in 2024; while acceptable, continued engagement is prudent (committee on which she serves oversees pay) .
Overall, Peters brings heavyweight financial stewardship and audit rigor with demonstrated engagement and contemporary risk oversight (including cybersecurity), supporting board effectiveness and investor alignment at VSCO .