Velarion · Company Intelligence
Compensation Brief
Fiscal year 2023 · Filings through 2026-06-01

DILLARD'S (DDS)

Fiscal year 2023 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$8,319,600
William Dillard II total, FY2023
17th
CEO pay percentile vs peers
346:1
CEO-to-median pay ratio
98.74%
Say-on-pay support, latest vote
Companies that benchmark against DDS
3 companies name DDS as a compensation peer

Each company listed discloses DDS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named DDS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2023

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
William Dillard II$1,170,000$3,574,800$3,574,800$8,319,600
Chief Executive Officer
Alex Dillard1,170,0003,574,8003,574,8008,319,600
President
Mike Dillard830,0001,374,8001,374,8003,579,600
Executive Vice President
Drue Matheny830,0001,374,8001,374,8003,579,600
Executive Vice President
Phillip Watts665,000825,000825,0002,315,000
Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer
Chris Johnson665,000825,000825,0002,315,000
Senior Vice President and Co-Principal Financial Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2023 totalFY2022 totalFY2021 totalΔ FY20222023
William Dillard II$8,319,600
Alex Dillard8,319,600
Mike Dillard3,579,600
Drue Matheny3,579,600
Phillip Watts2,315,000
Chris Johnson2,315,000

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-2814,058,830169,69310,32598.74%Passed
20232023-05-2014,427,319207,59421,64598.58%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-2898.74%a
20232023-05-2098.58%b

a. Approved under the standard stated in the filing — “For the purpose of determining whether the stockholders have approved the Proposal, abstentions will have the same effect as a vote "AGAINST" the Proposal.”.

b. Voting standard not stated in the filing.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)346 : 1
CEO total compensation
Median employee compensation
09

Board fee structure and ownership guideline

Annual cash retainer$100,000
Annual equity retainer$142,250
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)30,000 / 30,000
Stock ownership guideline
10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1DILLARD'S2023William Dillard II$1,170,000$3,574,800$8,319,600

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, William Dillard IIDEF 14A2024-04-050001558370-24-004779Section “Executive Compensation”. As printed: 8,319,600. Filing ↗
2Section 01, Alex DillardDEF 14A2024-04-050001558370-24-004779Section “Executive Compensation”. As printed: 8,319,600. Filing ↗
3Section 01, Mike DillardDEF 14A2024-04-050001558370-24-004779Section “Executive Compensation”. As printed: 3,579,600. Filing ↗
4Section 01, Drue MathenyDEF 14A2024-04-050001558370-24-004779Section “Executive Compensation”. As printed: 3,579,600. Filing ↗
5Section 01, Phillip WattsDEF 14A2024-04-050001558370-24-004779Section “Executive Compensation”. As printed: 2,315,000. Filing ↗
6Section 01, Chris JohnsonDEF 14A2024-04-050001558370-24-004779Section “Executive Compensation”. As printed: 2,315,000. Filing ↗
7Section 07, pay ratioDEF 14A2024-04-050001558370-24-004779Section “CEO Pay Ratio”. As printed: 346 : 1. Filing ↗machine: span 892254–892257
8Section 06, 2026 voteForm 8-K2026-06-010000028917-26-000015Item 5.07 · say-on-pay result. As reported: 98.74% (votes for as printed: 14,058,830). Filing ↗
9Section 06, 2023 voteForm 8-K2023-05-230000028917-23-000014Item 5.07 · say-on-pay result. As reported: 98.58% (votes for as printed: 14,427,319). Filing ↗
10DILLARD'S (subject), Section 10b CEO totalDEF 14A2024-04-050001558370-24-004779CEO total compensation as printed in DILLARD'S's own proxy. As printed: 8,319,600. Filing ↗