Victoria's Secret (VSCO) eliminates COO; CFO promoted, pay increase to $825K

Victoria's Secret & Co. eliminated the Chief Operating Officer role and as a result Dein Boyle departed as COO effective August 19, 2025, though he is expected to remain employed in a non-executive capacity through December 31, 2025.

Rhea-AI Filing Summary

Victoria's Secret & Co. eliminated the Chief Operating Officer role and as a result Dein Boyle departed as COO effective August 19, 2025, though he is expected to remain employed in a non-executive capacity through December 31, 2025. His termination is characterized as a Company-initiated termination without Cause under his June 28, 2021 Executive Severance Agreement, and he will be eligible for severance payments subject to executing a full release. Post-termination confidentiality, non-solicitation and non-competition covenants will continue to apply. The Company promoted CFO Scott Sekella to Chief Financial and Operating Officer, approved an annual base salary increase to $825,000 effective August 24, 2025, and granted a one-time time-vested restricted stock unit award with a $250,000 grant date value that vests 30%/30%/40% over three years.

Insights

Corporate Governance Expert

TL;DR: Leadership streamlining with COO role eliminated; internal succession chosen; contractual severance invoked.

The Board removed the COO position and effected an internal reassignment by elevating the CFO to a combined Chief Financial and Operating Officer role, a governance decision that consolidates responsibilities at the C-suite level. The treatment of Dein Boyle's departure as termination without Cause triggers specified severance under an existing agreement, contingent on a release of claims, while preserving post-employment restrictive covenants. The changes are material to executive governance but are presented as orderly and planned rather than abrupt.

Compensation Analyst

TL;DR: Targeted pay adjustments and a modest equity grant align compensation with expanded role.

Scott Sekella receives a base salary increase to $825,000 and a one-time restricted stock unit award valued at $250,000, vesting 30%/30%/40% over three years. The mix of higher base salary and time-vested equity balances near-term cash compensation with retention incentives tied to multi-year service. Dein Boyle's severance is payable under his prior agreement, subject to a release, which follows typical severance mechanics for involuntary, non-cause terminations.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change did Victoria's Secret & Co. (VSCO) announce regarding its executive team?

The Company eliminated the Chief Operating Officer role and Dein Boyle departed as COO effective August 19, 2025.

Will Dein Boyle receive severance from VSCO?

Yes. His termination is treated as a termination without Cause under his June 28, 2021 Executive Severance Agreement and he will be entitled to severance subject to execution of a full release of claims.

Who will take over the COO responsibilities at VSCO?

Scott Sekella, the Company’s Chief Financial Officer, was promoted to Chief Financial and Operating Officer and will assume additional responsibilities.

What compensation changes were approved for Scott Sekella?

The Compensation Committee approved an increase in his annual base salary to $825,000 effective August 24, 2025 and a one-time RSU award with a $250,000 grant date value vesting 30%/30%/40% over three years.

Are there any post-termination restrictions on Dein Boyle?

Yes. He remains subject to post-termination restrictive covenants related to confidentiality, non-solicitation and non-competition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/19/2025 - 04:32 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 19, 2025 (August 18, 2025)

						Victoria’s Secret & Co.
						(Exact Name of Registrant as Specified in Its Charter)
						Delaware
						(State or other jurisdiction of incorporation)
001-40515									86-3167653
(Commission File Number)									(I.R.S. Employer Identification No.)
4 Limited Parkway East
Reynoldsburg,			OH						43068
(Address of principal executive offices)									(Zip Code)

(614) 577-7000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, Par Value $0.01

VSCO

The New York Stock Exchange

Preferred Stock Purchase Rights

N/A

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2025, Victoria’s Secret & Co. (the “Company”) eliminated the role of Chief Operating Officer to streamline the executive leadership team. As a result, Dein Boyle departed his position as Chief Operating Officer of the Company effective as of August 19, 2025. In order to provide for a smooth transition, Mr. Boyle is expected to remain employed by the Company in a non-executive capacity through December 31, 2025.

Mr. Boyle’s termination constitutes a termination by the Company without Cause under the Executive Severance Agreement, dated June 28, 2021, between Mr. Boyle and the Company. In connection with his termination, Mr. Boyle will be entitled to receive the severance benefits provided under his severance agreement, subject to his execution of a full release of claims. In addition, Mr. Boyle will remain subject to certain post-termination restrictive covenants related to confidentiality, non-solicitation and non-competition.

In connection with the elimination of the Chief Operating Officer role, Scott Sekella, the Chief Financial Officer of the Company, has agreed to assume certain additional responsibilities and has been promoted to Chief Financial and Operating Officer. On August 18, 2025, the Human Capital and Compensation Committee of the Board of Directors (the “Compensation Committee”) approved an increase in Mr. Sekella’s annual base salary to $825,000, to be effective as of August 24, 2025. In addition, the Compensation Committee approved a one-time, long-term incentive award of time-vested restricted stock units with an aggregate grant date value of $250,000. The restricted stock units will vest ratably over three years with 30% vesting on each of the first and second anniversaries of the grant date and 40% vesting on the third anniversary of the grant date.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

									VICTORIA’S SECRET & CO.
Date:			August 19, 2025			By:			/s/ Scott Sekella
									Scott Sekella
									Chief Financial and Operating Officer