This ‘Chair of the Year’ fought off an activist investor, spun out a new company and served as an interim CEO 

The former investment banker led the board of the company formerly known as L Brands through a rocky period beginning in 2020, during which the retail holding company was reorganized into two separate public companies: Bath & Body Works and Victoria’s Secret.

For Nash’s work through that transformation, the board advisory firm RSR Partners named her the inaugural Russell S. Reynolds Chair of the Year. The new award was created to honor a board chair who led through governance hardships; its winner is determined through a peer nomination process.

Less than a year after joining L Brands’ board, Nash became chair in the spring of 2020, when Les Wexner, the octogenarian billionaire, founder, and former CEO of the company, left following revelations about his personal and professional ties to Jeffrey Epstein. A New York Times investigation also reported allegations that Victoria’s Secret senior executive Ed Razek had sexually harassed models for years. Razek called the allegations “categorically untrue, misconstrued or taken out of context.”

Following the collapse of a deal to sell a majority stake of the lingerie brand to a private equity firm, Nash and the board chose to make Victoria’s Secret its own company with its own board in 2021. “I was—we were—insistent that we have an all-women board,” other than the newly appointed CEO Martin Waters, she says. “I couldn’t think of any other way to change the narrative around this business other than to say, it has to be governed by women for women… It was the only way we could send a message that said we are not that anymore.” 

While staying on as executive chair of Bath & Body Works, in 2022 she jumped in as interim CEO when its leader announced a sudden departure citing health concerns. She also led the search for a permanent CEO, eventually appointing beauty industry veteran Gina Boswell, and in time oversaw a remaking of the Bath & Body Works board, increasing the number of independent directors. And earlier this year, Nash successfully avoided a proxy battle for the company with activist investor Dan Loeb of Third Point.

Had she known what was coming, would she do it again? “Yes,” Nash tells Fortune without hesitation. “I don’t shirk from tough situations. Never have. It’s probably my history of growing up in an industry that is extremely demanding.” Nash was also one of the first women in investment banking “way back when.”

She credits her success as a first-time chair leading through multiple crises with her ability to break down complex problems, communicate with people personally and directly, and build consensus rather than dictating decisions.

Here’s Nash’s advice for board chairs and aspiring board leaders navigating challenging periods:

—Next to overseeing governance, strategy, and succession, the board’s most important job is choosing the right directors. When you’re recruiting, plan to create a group that’s diverse in many ways, but composed of people who are also collegial and receptive to others. “You’ve got to have people who really do respect everybody, irrespective of their background, and not feel like they’re better,” she says.

—Having empathy for your fellow board members, company management, and shareholders is critical when navigating a board through tough times. In meetings, people need to feel safe enough to speak their mind, and sense that their voice matters, she says. “Lean on the ‘E’ part of your brain. There’s lots of ‘I’ in the room,” Nash suggests.

—When facing an activist investor, it’s important to “understand what their position is and why,” she says. In her case, she found that Loeb had “thoughtful contributions” to make, and it was important for her to hear them directly.

—In a storm, says Nash, “you have to find time to take a step back and have a sense of humor that says, ‘What is happening here?’” You can’t talk to friends and family about the situations you’re facing, so make sure you have a way to unwind.

Lila MacLellan
lila.maclellan@fortune.com
@lilamaclellan

Noted

“It's most definitely not zero, and most definitely not unworthy of pursuit.”

—Joeri Rogelj, a climate scientist at Imperial College London, explained to NPR that there’s only a one-in-six chance that the world will be able to limit global warming to 1.5 degrees, according to a new study he coauthored. Even if that goal becomes impossible, another coauthor noted, it’s worth fighting for every tenth of a degree to avoid catastrophic climate changes.

In Brief

—According to a new report on this year’s proxy season by Diligent Market Intelligence, the average realized pay for S&P 500 CEOs dropped by 68% from $80 million in 2021 to $26 million in 2022. The report also found that 88.9% of “Say on Pay” shareholder proposals won investor support, representing an increase of roughly one percentage point compared to the previous year.

—Resignations and job-hopping reached new heights during the pandemic, but now some companies find themselves facing the opposite problem: People aren’t quitting often enough, the Wall Street Journal reports. For some firms, low attrition has prompted CEOs to enact layoffs, or as outgoing Morgan Stanley CEO James Gorman put it, “expense initiatives.”

—A new BlackRock study looking at companies with gender-balanced workforces offers a boost of support for corporate advocates of gender inclusion, the Financial Times writes. After analyzing the return on assets of 1,250 global firms in the MSCI World index, researchers found that those with a roughly equal number of male and female employees outperformed non-gender-balanced firms by up to two percentage points. 

—Data suggests that allowing employees to work from home doesn’t hurt a company’s bottom line, Stanford economist Nick Bloom told Fortune. However, he explained, spotty compliance with in-office mandates can become a problem. When only some people adhere to in-office schedules, it can lead to what economists call negative spillover effects; for example, if only one person ignores the in-person requirement, everyone else on the team has to find a conference room and log on to Zoom for a meeting. It hurts productivity.