The board of directors for Victoria’s Secret is on the receiving end of a scathing open letter. On June 9, BBRC International PTE Limited – the Australian investment firm controlled by billionaire Brett Blundy and one of the company’s largest shareholders – publicly called for a sweeping reconstitution of the board, the removal of longtime Chair Donna James, and accountability for what it describes as years of strategic and financial failure. In the sharply worded letter, BBRC accuses the board of systemic mismanagement, citing value destruction, failed investments, weak governance, entrenched leadership, and a refusal to engage with major shareholders. It expects direct, unscripted answers during the company’s June 11 earnings call.
BBRC, which owns approximately 12.9 percent of Victoria’s Secret’s outstanding shares, frames the board’s actions over the past three years as emblematic of structural dysfunction. It points to a staggering minus 64.1 percent shareholder return since the company’s 2021 spin-off from L Brands and characterizes the board’s leadership as incapable of reversing a pattern of underperformance. Two financial decisions – a $625 million stock buyback at well above current trading levels, and the $591 million acquisition of Adore Me – are held up as evidence of what BBRC calls “catastrophic capital misallocation.”
The letter also raises concerns about board independence, singling out the nomination of a director closely tied to CEO Hillary Super, and calls for Chair Donna James to step down immediately. BBRC presses the board to justify why any of its members should remain and warns that continued evasion will only deepen investor frustration.
From Quiet Accumulation to Open Aggression
Behind the blistering language of the letter is a deeper backstory – one that reveals growing friction between BBRC and Victoria’s Secret over strategy, governance, and control. Since the company’s public debut in 2021, Victoria’s Secret has been working to reinvent its brand, revive its iconic fashion show, and expand into beauty and sleepwear. Meanwhile, BBRC had been quietly building a stake in the company, initially filing as a passive investor under a Schedule 13G with the SEC.
That changed in February 2024, when BBRC amended its filing to a Schedule 13D, signaling activist intent. By March 2025, it had crossed the 13 percent threshold, becoming the company’s second-largest shareholder. But the accumulation effort drew scrutiny: Victoria’s Secret disclosed in May 2025 that BBRC had failed to file legally required antitrust notices under the Hart-Scott-Rodino Act for nearly three years – a lapse only corrected earlier this spring. As of May 21, BBRC is legally permitted to raise its stake to just under 50 percent, a development that dramatically shifts the power dynamics.
A Competing Corporate Vision & Leadership Under Scrutiny
The regulatory concerns are only part of the picture. Simultaneous with its investment in Victoria’s Secret, BBRC launched Léays, a global lingerie and beauty brand that directly competes with Victoria’s Secret. Staffed by alumni of Honey Birdette and Bras N Things – two Blundy-backed ventures – Léays represents not just a portfolio diversification but an intent to challenge the market leader directly.
BBRC’s dual posture as activist investor and potential competitor has transformed what was once framed as constructive dialogue into an open confrontation. Its letter now frames Victoria’s Secret’s board as outdated, unaccountable, and incapable of navigating the brand’s evolving challenges. The firm’s central critique focuses on failed capital allocation, slamming the company’s buyback program for its poor timing and value destruction, as well as the Adore Me acquisition, which it argues has yielded little return. BBRC claims that these decisions were the result of flawed diligence and strategic misjudgment, not execution missteps.
The letter also zeroes in on alleged governance failures. It portrays board Chair Donna James, who has served in board roles at Victoria’s Secret and its predecessor for over two decades, as emblematic of entrenched leadership. BBRC questions her continued role, especially in light of her Audit Committee responsibilities during the recent cyber breach and warns that institutional investors and proxy advisors would likely call for her removal in a contested election.
“Rather than waiting for stockholders to force change through a proxy contest,” the letter reads, “shouldn’t the Board proactively address the governance red flags that Ms. James’s tenure represents?”
The Poison Pill
In response to BBRC’s growing influence, Victoria’s Secret made headlines in May when it enacted a shareholder rights plan – commonly referred to as a poison pill. The plan prevents any shareholder from acquiring more than 15 percent of the company without triggering severe dilution (20 percent for passive holders). BBRC is grandfathered in at its current stake, but any further accumulation could set off the pill. The company maintains that the plan is not intended to block credible bids, but rather to give the board time and leverage to fairly evaluate any emerging threats. In a statement, Chair James described the plan as necessary to “protect the long-term interests of all Victoria’s Secret shareholders.”
Still, the timing and intent are clear: The board is pushing back against what it views as an attempt to exert control without paying a premium or undergoing appropriate scrutiny.
What’s Really at Stake
At the heart of the conflict is a question of direction: Who will shape the future of the Victoria’s Secret brand at a time of vulnerability and change? Under CEO Hillary Super, appointed in 2024, the company is midway through a brand repositioning effort. But with the stock down more than 40 percent year-to-date and investor confidence flagging, BBRC’s challenge is landing at a precarious time.
Victoria’s Secret insiders see BBRC’s push as opportunistic – a potential takeover bid cloaked in activist language. BBRC insists it is advocating for long-term shareholder value. But its silence on whether it intends to trigger the poison pill, seek board seats, or pursue control leaves open the possibility of escalation – including a proxy contest.
All eyes now turn to the June 11 earnings call, where BBRC has demanded a substantive response to its concerns. If the board fails to offer a compelling defense – or continues relying on scripted talking points – BBRC may move to rally other shareholders and escalate the confrontation. Whether this ends in reform, replacement, or an all-out boardroom battle remains to be seen. What is certain is that the future of Victoria’s Secret is no longer just a business story – it’s a power struggle.
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