Barington Capital Pushes for Board Overhaul at Victoria’s Secret Amid Share Drop

Activist investor Barington Capital Group is preparing a campaign to overhaul Victoria’s Secret’s board and dismantle its recently adopted shareholder rights plan, according to a source familiar with the matter. The New York-based hedge fund, which owns over 1% of the lingerie retailer, believes the company has underperformed rivals since its 2021 spin-off from L Brands.

Victoria’s Secret shares have plummeted approximately 55% this year, bringing its market capitalization to about $1.45 billion. The company has faced declining demand for intimate apparel and increased investor pressure. Barington is seeking to replace most or all board members and eliminate the “poison pill” adopted in May to prevent hostile takeovers, following BBRC International Private Limited’s acquisition of a 13% stake.

The fund also questions the leadership experience of CEO Hillary Super, who took the helm in September 2024. Super previously led Savage X Fenty but has limited experience in running public companies. Barington believes the current board lacks the strategic vision needed to revitalize the iconic brand.

In its push, Barington is urging the company to refocus on core assets like bras and the Angels brand, while accelerating digital and international growth. It also sees untapped potential in Victoria’s Secret’s beauty segment, suggesting it could be worth as much as the company's entire market value.

Victoria’s Secret acknowledged Barington’s concerns and expressed openness to discussions. The hedge fund, led by James Mitarotonda, has a history of shareholder activism, including efforts at Macy’s, Hanesbrands, and previously L Brands. Barington recently attempted to appoint directors at Matthews International but was unsuccessful.

The outcome of this new boardroom challenge could shape the future of one of America’s most recognizable retail brands.