Dillard Family’s Compensation Falls, Shareholders to Vote on Adding 3 to Board

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Nearly all of the Dillard family members who work at Dillard’s Inc. of Little Rock saw their total compensation drop in the most recent fiscal year. 

Together, the nine Dillard family members had total compensation of $12.9 million in the fiscal year that ended Jan. 30, according to the company’s annual proxy statement filed Friday. For the previous year, the total compensation package for the family was worth $20.98 million.

The drop in value was tied to a decrease in the value of the top executives’ pension funds and to no bonuses being paid. 

The proxy announced the department store chain’s annual shareholders meeting will be held at 9 a.m. on May 15 at the corporate headquarters, 1600 Cantrell Road.

During the meeting, Dillard’s will ask shareholders to approve a proposal from the board to expand it from 12 directors to 15. 

The three people nominated are: 

  • Rob Holmes, 56, president and CEO and a member of the board of Texas Capital Bank and its parent company, Texas Capital Bancshares Inc. of Dallas. He joined the bank in January after serving 31 years at JPMorgan Chase & Co., where he was global head of corporate client banking and specialized industries.
  • William “Bill” Dillard III, 50, the son of William Dillard II, Dillard’s CEO. Dillard III is a senior vice president of the company, a position he has held for the last five years. He oversees merchandising for cosmetics, ladies’ accessories and lingerie, men’s apparel and accessories and home and furniture. Those areas accounted for 55% of Dillard’s sales in fiscal 2020.
  • Denise Mahaffy, 63, a senior vice president of the retailer. She has held that position for the last five years. Mahaffy’s brothers and sisters are: William Dillard II, President Alex Dillard and Executive Vice Presidents Mike Dillard and Drue Matheny. Mahaffy joined Dillard’s in 1979 and has served it in a variety of positions including roles in sales, merchandising, distribution, product development, marketing and advertising. 

The proxy also said that, because of the impact of COVID-19, there were “substantial reductions in director compensation” in 2020. In an effort to save cash, Dillard’s reduced salaried payroll by 20% for six weeks last year. And Dillard’s CEO gave up his salary for eight weeks. In addition, the named executive officers as a group decided to forego the payment of all cash bonuses that had been granted for fiscal 2019. 

None of the six named executive officers — CEO William Dillard II, President Alex Dillard, Executive Vice Presidents Mike Dillard and Drue Matheny and Senior Vice Presidents Chris B. Johnson and Phillip R. Watts — exercised stock options in 2020.

The six named executives also kept their same base salaries in 2020 and none received a bonus.

William Dillard II and his brother Alex Dillard’s salaries remained at $1.07 million last year. Their brother and sister, Mike Dillard and Matheny, also maintained their base salaries of $765,000. 

Some compensation highlights as compared with the previous year:

  • William Dillard II’s total compensation rose to $2.9 million from $1.9 million. His pension fund showed an increase of $1.7 million, and the previous year it didn’t gain any value. The value of his stock awards fell 53% to $54,658 in 2020. 
  • Alex Dillard’s total compensation tumbled to $3.5 million from $7.8 million the previous year. His pension fund value increased by $2.2 million compared with $5.8 million in 2019. 
  • Mike Dillard’s total compensation also fell to $1.98 million from $4.2 million in 2019. His stock awards were worth $44,823, down from $69,226 the previous year. His pension value increased $1.1 million; the previous year it increased $3.1 million.
  • Matheny’s total compensation was $2.2 million, down from $4.03 million the previous year. Her stock awards were the same as Mike Dillard’s. The value of her pension fund increased $1.3 million. In 2019, it increased $2.8 million. 
  • Johnson, a non-family member among the named executive officers, earned a base salary of $550,000 in 2020, the same amount in 2019. His total compensation was $952,716, a decline from $1.25 million in 2019.
  • Watts, who also isn’t a family member, had a base salary identical to that of Johnson. Watts’ total compensation was $1.02 million in 2020, a decline of 36% from the previous year. The change in his pension value in 2020 was $379,404. In 2019, the value increased $873,568. 

The proxy also listed the compensation packages of five other members of the Dillard family:

  • Mahaffy received total compensation of $749,161. In 2020, Mahaffy was awarded an $80,300 bonus for fiscal 2019 that would have been paid at a future date. But management decided not to pay that bonus. 
  • William Dillard III, son of the CEO, was paid a salary of $625,231, plus another $123,930 in benefits. He also had been awarded a bonus of $80,300 for fiscal 2019, which was supposed to have been paid at a later date. But management decided not to pay that bonus. 
  • Alexandra Lucie, a daughter of Alex Dillard, was paid $317,5000 in salary in 2020 as a vice president of Dillard’s. She also received $89,710 in benefits.
  • Annemarie Jazic, another daughter of Alex Dillard, received a salary of $302,846 as a vice president. The benefits she received in 2020 were worth $87,992.
  • Michelle Hobbs, another daughter of Alex Dillard, was paid a salary of $210,039 for being a director of exclusive brand shoes for the company. Her benefits were worth $23,300.