Rod Little
Victoria's Secret &About Rod Little
Rod Little (age 55) is an independent director of Victoria’s Secret & Co. (VSCO) since 2023, serving on the Human Capital and Compensation Committee (HCCC). He is CEO of Edgewell Personal Care (NYSE: EPC) and previously served as CFO at HSN and Elizabeth Arden, with earlier finance leadership at Procter & Gamble; he also served five years as an officer in the U.S. Air Force .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edgewell Personal Care Company | Chief Executive Officer | 2019–present | Accelerated growth and margin expansion; leadership in global personal care |
| Edgewell Personal Care Company | Chief Financial Officer | 2018–2019 | Public company finance leadership; transition to CEO |
| HSN, Inc. | Chief Financial Officer | 2017 | Public company finance; e-commerce retail exposure |
| Elizabeth Arden | Chief Financial Officer | 2014–2016 | Beauty sector finance and transformation |
| Procter & Gamble | Global Finance Director | 2009–2014 | International retail operations; consumer products finance |
| United States Air Force | Officer | 5 years | Leadership and operational discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Edgewell Personal Care Company (NYSE: EPC) | Director | 2019–present | Current public company directorship |
Board Governance
- Committee memberships: Human Capital and Compensation Committee member; not chair .
- Independence: Board determined Little is independent under NYSE and SEC rules .
- Attendance: HCCC met 5 times in fiscal 2024; all members attended all meetings . Overall Board attendance in fiscal 2024 was 96% .
- Board structure: Independent Chair; all committees comprised entirely of independent directors .
- Stock ownership guidelines: Directors must retain net shares received over prior four years; all non-employee directors in compliance as of April 21, 2025 .
Fixed Compensation
| Component | Cash ($) | Stock ($) | Detail |
|---|---|---|---|
| Annual Board Retainer | 111,900 | 111,900 | Program design unchanged since 2021; equity delivered as unrestricted shares under VS 2021 Stock Plan |
| HCCC Committee Member Fee | 12,500 | 12,500 | Member (not chair) |
| 2024 Actual for Rod Little | 124,400 | 124,400 | Total $248,800 for FY2024 |
- Deferral: In 2024, all non-employee directors except Mariam Naficy deferred 100% of their stock awards into DSUs; Little participated in the deferral program .
Performance Compensation
- Director equity grants are not performance-based; they are annual stock awards (unrestricted shares, optionally deferred into DSUs). No director-level performance metrics apply to equity grants .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation committee interlocks | None; HCCC members had no relationships requiring SEC related-party disclosure; no interlocking relationships with other companies’ compensation committees or boards |
| Service limits policy | Directors who are current CEOs of a public company may serve on no more than one other public company board in addition to VSCO; Little (CEO of EPC) is on one other public board (EPC), consistent with policy |
| Related-party transactions | None involving directors since Jan 28, 2024 above $120,000; aside from CEO employment/compensation, no current director was party to any related person transaction |
Expertise & Qualifications
- Strategic planning; M&A; public company finance; e-commerce and digital operations; beauty merchandise; international retail operations; sustainability .
- CEO experience in global consumer goods with results orientation and margin expansion .
Equity Ownership
| Holder | Common Stock (shares) | Right to Acquire (within 60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Rod Little | 14,811 | – | 14,811 | * |
- Ownership alignment: Directors required to meet stock ownership guidelines; all in compliance as of April 21, 2025 .
- Hedging/pledging: Prohibited for directors and insiders; none have pledged VSCO shares .
Governance Assessment
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Board effectiveness: Little strengthens finance and beauty-category oversight on HCCC; committee is fully independent with full attendance in FY2024, supporting robust pay governance and succession oversight .
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Independence and conflicts: Board deems Little independent; no related-party transactions disclosed; outside-board service compliant with VSCO limits for sitting public-company CEOs, mitigating overboarding risk .
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Ownership and alignment: Balanced cash/stock director pay with DSU deferral and ownership guidelines enhances alignment; hedging/pledging bans further reduce misalignment risk .
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Engagement and attendance signals: Strong committee and overall Board attendance (96%) and active stockholder outreach by Board leadership underscore engagement; no attendance red flags noted for Little .
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RED FLAGS: None disclosed related to related-party transactions, hedging/pledging, committee interlocks, or attendance for Little .