Mariam Naficy
Victoria's Secret &About Mariam Naficy
Independent director at Victoria’s Secret & Co. (VSCO) since 2022; age 54. Entrepreneur and operator with deep digital commerce, women’s/beauty merchandising, consumer marketing, M&A, and DTC expertise. Currently CEO & Founder of Arcade.ai and Managing Partner of Heretic Ventures; founder and Executive Chairman of Minted; previously VP/GM at The Body Shop. On VSCO’s Nominating & Governance Committee; recognized for helping oversee digital/M&A initiatives (e.g., Adore Me integration synergies) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcade.ai | Chief Executive Officer & Founder | 2022 – present | AI commerce product creation platform; founder-operator track record |
| Heretic Ventures | Managing Partner | 2021 – present | Launches/funds online consumer businesses; technology-enabled growth focus |
| Minted | Executive Chairman & Founder | 2022 – present | Community-based e-commerce; scaling and governance oversight |
| Minted | Co-Chief Executive Officer | 2021 – 2022 | Transition leadership; continued growth initiatives |
| Minted | Chief Executive Officer & Founder | 2007 – 2021 | Built one of the most successful community-based e-commerce companies |
| The Body Shop International plc | Vice President & General Manager | 2003 – 2007 | Beauty retail P&L leadership; category and brand execution |
Additional background: founded Eve.com, an early cosmetics e-commerce pioneer .
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| Yelp, Inc. | — | Director | 2014 – 2020 | Public company board experience in digital advertising/local platform |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined independent under NYSE and SEC rules |
| VSCO Board Tenure | Director since 2022 |
| Committees | Nominating & Governance (member) |
| Committee Chairs | Not a chair (Audit Chair: Sarah Davis; HCCC Chair: Irene Chang Britt; N&G Chair: Anne Sheehan) |
| Attendance & Engagement | Fiscal 2024: Board attendance 96% overall; all directors >75% meetings; all directors attended 2024 annual meeting . Fiscal 2023: all directors attended >75%; Mariam Naficy did not attend the 2023 annual meeting (noted exception) . |
| Director Stock Ownership Guidelines | Must retain at least the net shares received as board compensation over prior 4 years; all non-employee directors in compliance as of Apr 21, 2025 . |
| Hedging/Pledging | Prohibited for directors; no pledging allowed . |
| Conflicts & Related Parties | No related party transactions involving directors since Jan 28, 2024; prior year likewise none . |
| Interlocks | No compensation committee interlocks reported . |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 121,900 | 121,900 | 243,800 |
| 2023 | 121,900 | 121,900 | 243,800 |
Director fee structure (unchanged through 2024): Board retainer $111,900 cash + $111,900 stock; Committee member retainers: Audit $12,500 cash + $12,500 stock; HCCC $12,500 + $12,500; N&G $10,000 + $10,000. Committee chair premia: Audit $20,000 cash; HCCC $15,000 cash; N&G $15,000 cash. Board Chair add-on: $80,000 cash + $80,000 stock (increasing to $100,000/$100,000 for 2025) . Equity generally delivered as unrestricted shares at the annual meeting; 2024 introduced DSU deferral—seven directors deferred 100% of shares; Mariam Naficy did not defer (took unrestricted shares) .
Performance Compensation
Directors do not receive performance-based incentives; equity retainers are time-based unrestricted shares under the 2021 Stock Plan .
Company incentive plan metrics (context, overseen by HCCC; Naficy is not on HCCC):
| 2024 STIP Structure | Spring (30%) | Fall (45%) | Annual (25%) |
|---|---|---|---|
| Metrics (weights) | Adj. Operating Income (75%), Revenue (25%) | Adj. Operating Income (75%), Revenue (25%) | Adj. Operating Income (75%), Revenue (25%) |
| Payout vs Target | 60.5% | 165.2% | 97.1% |
Strategic scorecard modifier (+/−15% of target) added in 2024 for loyalty, lead-time, infrastructure; outcome was +9% of target .
Other Directorships & Interlocks
| Item | Finding |
|---|---|
| Current public company boards | None disclosed beyond VSCO |
| Prior public company boards | Yelp, Inc. (2014–2020) |
| Interlocks/conflicts | No HCCC interlocks; no related party transactions reported |
Expertise & Qualifications
- E-commerce and digital operations; women’s and beauty merchandise; consumer marketing; strategic planning; M&A; DEI orientation .
- Practical M&A and digital integration experience; cited as a key partner in overseeing Adore Me acquisition synergies for VSCO .
Equity Ownership
| As-of Date | Common Stock Owned | Right to Acquire (≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Apr 21, 2025 | 15,422 | 0 | 15,422 | <1% |
| Apr 15, 2024 | 8,480 | 0 | 8,480 | <1% |
Policies and alignment:
- Prohibitions on hedging/derivatives, short sales, and pledging for directors; pre-clearance/trading windows apply .
- Director ownership guideline: retain net shares received over preceding 4 years; all directors in compliance as of Apr 21, 2025 .
Insider Filings (Section 16) – Compliance Snapshot
| Period | Compliance Note |
|---|---|
| Fiscal 2024 | All required Section 16 filings timely; no delinquencies disclosed . |
| Fiscal 2023 | All required filings timely; Form 4s filed on June 7, 2023 to report annual equity grants by all non-employee directors (including Mariam Naficy) . |
Governance Assessment
- Strengths
- Independent director with top-tier digital/DTC operating experience and women’s/beauty merchandising acumen—highly relevant to VSCO’s digital and brand transformation agenda .
- Service on Nominating & Governance positions her to influence board composition, ESG reporting, governance best practices, and investor engagement frameworks .
- Clean conflicts profile: no related-party transactions; robust anti-hedging/pledging policies; ownership guidelines met; strong board-level attendance in 2024 (96%) and executive sessions .
- Director compensation balanced between cash and equity; Naficy elected immediate share delivery (vs DSU deferral), modestly increasing near-term “skin-in-the-game” visibility .
- Watch items
- Missed the 2023 annual meeting (one-time exception noted); no recurrence in 2024 when all directors attended .
- Ownership stake is small in absolute terms (typical for newer directors) but guidelines-based compliance mitigates alignment concerns .
- Not on Audit or HCCC; direct influence over financial reporting or pay design is via full-board oversight and N&G rather than committee leadership .
Overall, governance signals are constructive: independent status, relevant operating/digital expertise, clean conflicts profile, and active role on Nominating & Governance support board effectiveness and investor confidence as VSCO executes brand and digital initiatives (including prior Adore Me synergies) under refreshed leadership .