03:36 PM EDT, 06/16/2025 (MT Newswires) -- Victoria's Secret (VSCO) shareholder Barington Capital Group on Monday urged the clothing and beauty retailer to revamp its board and terminate a shareholder rights plan so that the company "can get back on the right course."

In a letter addressed to Victoria's Secret Chair Donna James, Barington Chief Executive James Mitarotonda said the retailer has lost more than $2.4 billion in shareholder value since its 2021 public listing and has "meaningfully underperformed" against peers. Barington said it beneficially owned more than 1% of Victoria's Secret outstanding common stock as of Friday.

Barington expressed concerns that the retailer's leadership lacks the experience and strategic clarity required to drive a turnaround. Victoria's Secret should consider replacing a majority, if not all, of its board with independent directors, Mitarotonda said.

The company's shareholder rights plan is "counterproductive and sends the wrong message to the marketplace," Mitarotonda wrote. Victoria's Secret announced the adoption of the so-called poison pill last month.

"Among other things, a poison pill may deter potentially value-enhancing proposals," Mitarotonda said. "Equally troubling, it risks entrenching management and the board at a time when meaningful change is warranted."

Last week, Victoria's Secret posted year-over-year declines in its fiscal first-quarter adjusted earnings and sales, though the results came in ahead of Wall Street's expectations. The company said at the time it continued to expect full-year net sales of $6.2 billion to $6.3 billion. Analysts surveyed by FactSet expect $6.23 billion.

Victoria's Secret shares were up 3.5% in Monday late-afternoon trade. The stock has lost nearly 55% in value so far in 2025.

"While the company has surprisingly expressed satisfaction with its recent financial performance, we are deeply concerned as we believe that ongoing declines in revenue, shrinking gross margins, and growing inventory reflect deep-rooted operational and strategic shortcomings that are destroying shareholder value," Mitarotonda said Monday. Victoria's Secret's leading bra and intimate apparel franchise has taken a hit from "seeming inattention and mismanagement," Mitarotonda wrote.

Barington called on Victoria's Secret to, among other things, focus on its core products categories, including bras. The retailer's beauty business alone could be worth nearly as much as the company's current equity value, according to the letter.

"Barington has not sought to engage with us, but we look forward to discussing their views with them," Victoria's Secret said in a statement e-mailed to MT Newswires. "Bras and beauty are at the center of the Victoria's Secret Path to Potential strategy, and these efforts are showing momentum in spite of the challenging market environment." The company said it is confident about executing its strategy under its "new and experienced" leadership.

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