Sarah Davis
Victoria's Secret &About Sarah Davis
Sarah Davis is an independent director of Victoria’s Secret & Co. (VSCO) and currently serves as Chair of the Audit Committee and a member of the Nominating and Governance Committee. She is 57, has served on the VSCO Board since 2021, and is a Fellow Chartered Professional Accountant with an Honours Bachelor of Commerce degree from Queen’s University, reflecting deep corporate finance and operating leadership credentials from Loblaw Companies Limited, where she was CFO (2010–2014), Chief Administrative Officer (2014–2017), and President (2017–2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loblaw Companies Limited | President | 2017–2021 | Led omni-channel retail (grocery, pharmacy, beauty); stewardship over strategy, supply chain, IT, real estate, HR |
| Loblaw Companies Limited | Chief Administrative Officer | 2014–2017 | Oversight of corporate strategy and operations across key functions |
| Loblaw Companies Limited | Chief Financial Officer | 2010–2014 | Corporate finance leadership; public company reporting and capital allocation |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Amdocs (NASDAQ: DOX) | Director | 2021–present | Audit Committee member |
| Pet Valu (TSX: PET) | Director | 2021–present | Audit Committee member; Chair of Governance & Nominating Committee |
| AGF Investments | Director | 2014–2022 | Public company board experience; retired Jan 2022 |
Board Governance
- Committee assignments and chair roles: Chair of Audit; member of Nominating and Governance .
- Independence: Board determined Sarah Davis and all non-management directors are independent under NYSE and SEC rules; Audit and Compensation committees meet heightened independence standards .
- Attendance and engagement: In fiscal 2024, more than half of directors attended 100% of Board/committee meetings; all directors exceeded 75% attendance; all directors attended the 2024 annual meeting; Board met 11 times; independent directors meet in executive session at nearly all Board and committee meetings .
- Audit expertise designation at spin separation: Board expected to designate Sarah Davis as an “audit committee financial expert,” consistent with her finance background .
- Board leadership context: Independent Chair (Donna James); separation of Chair and CEO roles; committees report quarterly to Board .
Fixed Compensation
| Compensation Element | 2021 Fees | 2023–2024 Fees | Notes |
|---|---|---|---|
| Board annual retainer (cash) | $111,900 | $111,900 | Paid quarterly in arrears |
| Board annual retainer (stock) | $111,900 (unrestricted shares) | $111,900 (unrestricted shares) | Granted under VS 2021 Stock Plan at annual meeting |
| Committee member – Audit | $12,500 cash; $12,500 stock | $12,500 cash; $12,500 stock | |
| Committee member – Human Capital & Compensation | $12,500 cash; $12,500 stock | $12,500 cash; $12,500 stock | |
| Committee member – Nominating & Governance | $10,000 cash; $10,000 stock | $10,000 cash; $10,000 stock | |
| Committee chair – Audit | $20,000 cash | $20,000 cash | |
| Committee chair – Human Capital & Compensation | $15,000 cash | $15,000 cash | |
| Committee chair – Nominating & Governance | $15,000 cash | $15,000 cash | |
| Board Chair premium | $80,000 cash; $80,000 stock | $80,000 cash; $80,000 stock |
| Sarah Davis – Director Compensation | 2021 | 2023 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $77,200 | $154,400 |
| Stock Awards ($) | $134,400 | $134,400 |
| Total ($) | $211,600 | $288,800 |
Performance Compensation
| Component | Structure | Metrics | Vesting/Delivery |
|---|---|---|---|
| Annual equity retainer (non-employee directors) | Delivered as unrestricted VSCO shares with grant date fair value per schedule | None (no PSUs/option grants disclosed for directors) | Generally granted at annual meeting; shares are unrestricted upon grant under VS 2021 Stock Plan |
Note: VSCO’s director equity program emphasizes alignment via unrestricted stock grants; no director performance metrics, options, strike prices, or vesting schedules are disclosed for directors beyond grant timing .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlocks |
|---|---|---|---|
| Amdocs | Software/IT services | Director; Audit Committee member | None disclosed as related person transactions at VSCO |
| Pet Valu | Retail (pet) | Director; Audit Committee; Chair Governance & Nominating | None disclosed as related person transactions at VSCO |
| AGF Investments | Asset management | Director (2014–2022) | None disclosed as related person transactions at VSCO |
Expertise & Qualifications
- Public company finance, strategic planning, risk management, operations, M&A, and women’s advocacy; seasoned executive and director in omni-channel retail .
- Accounting credential (FCPA) and audit oversight experience; expected audit committee financial expert designation at spin .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership at appointment | Form 3 (07/19/2021): “No securities are beneficially owned” |
| Director stock ownership guidelines | Directors must retain at least the net-of-tax shares received as Board compensation over the prior four years (assumed 40% tax rate) |
| Compliance status | As of April 15, 2024, all non-employee directors were in compliance with VSCO stock ownership guidelines |
Governance Assessment
- Strengths: Independent director; Audit Chair with deep finance and operational experience; Board affirms independence and heightened standards for Audit/Compensation committees; strong attendance (>75%) and executive session practice; clear stock ownership guidelines with compliance reported .
- Compensation alignment: Director pay balanced between cash and equity with meaningful stock delivery; no meeting fees; transparent schedule; Sarah’s compensation consistent with leadership role as Audit Chair .
- Conflicts/related-party: Company reports no related person transactions involving directors, mitigating conflict risk .
- Watch items: Multiple concurrent public boards (Amdocs, Pet Valu) warrant continued monitoring for time commitments, though attendance data is strong and committee leadership at VSCO indicates active engagement .
RED FLAGS: None disclosed specific to Sarah Davis (no related-party transactions, no attendance shortfalls, no hedging/pledging disclosures flagged in VSCO filings) .