Companies Dillard's, Inc
Dillard's (DDS): executive pay, fiscal 2024
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CEO pay, last three years
- $22,596,130FY2022
- $12,451,504FY2023
- $4,856,540FY2024
CEO total pay was $4,856,540 in fiscal 2024, down from $12,451,504 in fiscal 2023.
FY2024: salary $1,170,000 · bonus $0 · stock awards $283,788 · option awards $0
Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Alex Dillard | $1,170,000 | $0 | $283,788 | $0 | $3,064,700 | $0 | $367,569 | $4,886,057 |
| President | ||||||||
| William Dillard II | 1,170,000 | 0 | 283,788 | 0 | 3,064,700 | 0 | 338,052 | 4,856,540 |
| Chief Executive Officer | ||||||||
| Drue Matheny | 830,000 | 0 | 131,388 | 0 | 1,094,600 | 1,084,595 | 127,040 | 3,267,623 |
| Executive Vice President | ||||||||
| Mike Dillard | 830,000 | 0 | 131,388 | 0 | 1,094,600 | 1,061,520 | 146,364 | 3,263,872 |
| Executive Vice President | ||||||||
| Phillip Watts | 680,000 | 0 | 89,296 | 0 | 656,700 | 1,635,829 | 104,857 | 3,166,682 |
| Senior Vice President, Co- Principal Financial Officer and Principal Accounting Officer | ||||||||
| Chris Johnson | 680,000 | 0 | 89,296 | 0 | 656,700 | 519,280 | 121,101 | 2,066,377 |
| 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 officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Alex Dillard | $4,886,057 | $13,517,983 | $24,749,952 | ↓ −8,631,926 |
| William Dillard II | 4,856,540 | 12,451,504 | 22,596,130 | ↓ −7,594,964 |
| Drue Matheny | 3,267,623 | 4,626,163 | 6,212,644 | ↓ −1,358,540 |
| Mike Dillard | 3,263,872 | 4,791,319 | 10,484,563 | ↓ −1,527,447 |
| Phillip Watts | 3,166,682 | 3,661,073 | 5,876,282 | ↓ −494,391 |
| Chris Johnson | 2,066,377 | 2,419,188 | 3,227,604 | ↓ −352,811 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The core elements of our compensation philosophy are to align each executive’s compensation with the Company’s short-term and long-term performance, promote a pay-for-performance culture and provide compensation and incentives needed to attract, retain and motivate key executives who are crucial to the Company’s long-term success.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | AON |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2024
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Chris Johnson | RSU | 232 | — | $90,909 |
| Watts | RSU | 232 | — | 90,909 |
| Dillard | RSU | 391 | — | 153,013 |
| Drue Matheny | RSU | 391 | — | 153,013 |
| Dillard II | RSU | 923 | — | 361,008 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| H. Lee Hastings IIIIndependent · Audit | $100,000 | $142,250 | $0 | $0 | $31,823 | $274,073 |
| Reynie RutledgeIndependent · Audit (Chair) | 130,000 | 142,250 | 0 | 0 | 0 | 272,250 |
| Robert C. ConnorIndependent · Compensation (Chair) | 130,000 | 142,250 | 0 | 0 | 0 | 272,250 |
| J.C. Watts JrIndependent · Audit | 100,000 | 142,250 | 0 | 0 | 0 | 242,250 |
| William E. (Chip) Connor IIIndependent | 100,000 | 142,250 | 0 | 0 | 0 | 242,250 |
| Nick WhiteIndependent · Compensation | 100,000 | 142,250 | 0 | 0 | 0 | 242,250 |
| Rob C. HolmesIndependent | 100,000 | 142,250 | 0 | 0 | 0 | 242,250 |
| James I. FreemanIndependent · Compensation | 100,000 | 142,250 | 0 | 0 | 0 | 242,250 |
| Warren A. StephensIndependent | 100,000 | 142,250 | 0 | 0 | 0 | 242,250 |
| William Dillard IIEmployee director · Board Chair · Executive | — | — | — | — | — | 0 |
| Mike DillardEmployee director | — | — | — | — | — | 0 |
| Alex DillardEmployee director · Executive | — | — | — | — | — | 0 |
| Denise MahaffyIndependent | — | — | — | — | — | — |
Board fee structure and ownership guideline
| Annual cash retainer | $100,000 |
|---|---|
| Annual equity retainer | $173,400 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 30,000 / 30,000 |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $960,000 |
| Equity awards (grant-date value) | $1,280,250 |
| All other compensation | $31,823 |
| Total cost of the board | $2,272,073 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names Dillard's as a peer
Companies that benchmark against DDS
4 companies name DDS as a compensation peer
- CALERES INCCALFY2025
- Macy's, Inc.MFY2026
- PVH CORP. /DE/PVHFY2025
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.
Disclosed peer group — fiscal year 2024
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Peer reciprocity
Of the companies Dillard's, Inc names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Dillard's, Inc.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Williams-Sonoma, Inc. | 2025 | Laura Alber | $1,600,000 | $18,999,797 | $0 | $12,500,000 | $33,297,422 |
| 2 | Starbucks Corporation | 2025 | Brian Niccol | 1,599,998 | 19,881,585 | 0 | 1,971,000 | 30,992,773 |
| 3 | The TJX Companies, Inc. | 2026 | Ernie Herrman | 1,700,000 | 14,300,173 | 0 | 8,386,100 | 26,603,537 |
| 4 | Shoe Carnival, Inc. | 2025 | Josh Weinstein | 1,435,577 | 11,961,027 | 0 | 5,420,100 | 18,887,776 |
| 5 | The Gap, Inc. | 2025 | Richard Dickson | 1,400,000 | 10,891,242 | 0 | 4,435,638 | 17,185,636 |
| 6 | Ulta Beauty, Inc. | 2025 | Kecia Steelman | 1,350,003 | 4,792,877 | 4,792,556 | 4,383,972 | 15,403,663 |
| 7 | Dick's Sporting Goods, Inc. | 2025 | Lauren Hobart | 1,393,269 | 11,000,166 | 0 | 2,438,221 | 15,103,545 |
| 8 | Macy's, Inc. | 2025 | Tony Spring | 1,337,500 | 9,007,868 | 0 | 3,241,620 | 14,104,067 |
| 9 | Abercrombie & Fitch Co. | 2025 | Fran Horowitz | 1,400,000 | 10,456,903 | 0 | 1,372,000 | 13,300,257 |
| 10 | American Eagle Outfitters, Inc. | 2025 | Jay Schottenstein | 1,750,000 | 6,650,011 | 2,850,001 | 1,071,875 | 12,662,838 |
| 11 | Dillard's, Inc | 2024 | William Dillard II | 1,170,000 | 283,788 | 0 | 3,064,700 | 4,856,540 |
| 12 | Nordstrom, Inc. | 2023 | Erik Nordstrom | 773,087 | 1,592,845 | 1,061,901 | 1,061,900 | 4,540,362 |
| 13 | Urban Outfitters, Inc. | 2026 | Richard A. Hayne | 1 | 0 | 0 | 1,000,000 | 1,042,012 |
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.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Dillard's, Inc | not disclosed | Restricted Stock 100 | not disclosed | Aon plc (AON) |
| Abercrombie & Fitch Co. | 49% | PSU 50 · RSU 50 | Yes — Relative TSR vs. compensation peer group | Semler Brossy Consulting Group, LLC |
| American Eagle Outfitters, Inc. | not disclosed | PSU 50 · Option 30 · RSU 20 | not disclosed | FW Cook |
| Dick's Sporting Goods, Inc. | not disclosed | PSU 50 · RSU 50 | No | Willis Towers Watson |
| Macy's, Inc. | 120.06% | PSU 50 · RSU 50 | Yes — Relative Total Shareholder Return (rTSR) | Semler Brossy Consulting Group LLC |
| Nordstrom, Inc. | 70% | PSU 60 | No | Semler Brossy |
| Shoe Carnival, Inc. | 186.9% | PRSU 60 · RSU 40 | Yes — Relative TSR | FW Cook (and FIT Remuneration Consultants LLP) |
| Starbucks Corporation | not disclosed | PSU 60 · RSU 40 | Yes — Relative TSR | Pay Governance |
| The Gap, Inc. | 158% | PRSU 60 · RSU 40 | No | Frederic W. Cook & Co., Inc. |
| The TJX Companies, Inc. | 180.7% | PSU 54 · RSU 35 · LRPIP 11 | No | Pearl Meyer LLC |
| Ulta Beauty, Inc. | not disclosed | not disclosed | not disclosed | Pay Governance |
| Urban Outfitters, Inc. | 100% | PSU 50 · RSU 50 | No | Korn Ferry Hay Group |
| Williams-Sonoma, Inc. | 157.9% | PSU 63 · RSU 37 | No | Pay Governance LLC |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-28 | 14,058,830 | 169,693 | 10,325 | 98.74% | Passed |
| 2023 | 2023-05-20 | 14,427,319 | 207,594 | 21,645 | 98.58% | 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 year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-28 | 98.74%a |
| 2023 | 2023-05-20 | 98.58%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. Approved under the standard stated in the filing — “Abstentions will have no impact on Proposal No. 4.”.
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.
CEO pay ratio
| Ratio (CEO : median employee) | 132 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (48 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Alex Dillard. DEF 14A, filed 2025-04-04. Section “Executive Compensation”. As printed: 4,886,057. View filing ↗
- Section 01, William Dillard II. DEF 14A, filed 2025-04-04. Section “Executive Compensation”. As printed: 4,856,540. View filing ↗
- Section 01, Drue Matheny. DEF 14A, filed 2025-04-04. Section “Executive Compensation”. As printed: 3,267,623. View filing ↗
- Section 01, Mike Dillard. DEF 14A, filed 2025-04-04. Section “Executive Compensation”. As printed: 3,263,872. View filing ↗
- Section 01, Phillip Watts. DEF 14A, filed 2025-04-04. Section “Executive Compensation”. As printed: 3,166,682. View filing ↗
- Section 01, Chris Johnson. DEF 14A, filed 2025-04-04. Section “Executive Compensation”. As printed: 2,066,377. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2025-04-04. Section “CEO Pay Ratio”. As printed: 132 : 1. View filing ↗
- Section 08, H. Lee Hastings III. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 274,073. View filing ↗
- Section 08, Reynie Rutledge. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 272,250. View filing ↗
- Section 08, Robert C. Connor. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 272,250. View filing ↗
- Section 08, J.C. Watts Jr. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 242,250. View filing ↗
- Section 08, William E. (Chip) Connor II. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 242,250. View filing ↗
- Section 08, Nick White. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 242,250. View filing ↗
- Section 08, Rob C. Holmes. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 242,250. View filing ↗
- Section 08, James I. Freeman. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 242,250. View filing ↗
- Section 08, Warren A. Stephens. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 242,250. View filing ↗
- Section 08, William Dillard II. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Mike Dillard. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Alex Dillard. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Denise Mahaffy. DEF 14A, filed 2024-04-05. Section “Director Compensation”. As printed: —. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-01. Item 5.07 · say-on-pay result. As reported: 98.74% (votes for as printed: 14,058,830). View filing ↗
- Section 06, 2023 vote. Form 8-K, filed 2023-05-23. Item 5.07 · say-on-pay result. As reported: 98.58% (votes for as printed: 14,427,319). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 960,000 + equity 1,280,250 + all other 31,823 = 2,272,073, summed across the director compensation table rows.
- Williams-Sonoma, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-06. CEO total compensation as printed in Williams-Sonoma, Inc.'s own proxy. As printed: 33,297,422. View filing ↗
- Starbucks Corporation, Section 10b CEO total. DEF 14A, filed 2026-01-26. CEO total compensation as printed in Starbucks Corporation's own proxy. As printed: 30,992,773. View filing ↗
- The TJX Companies, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in The TJX Companies, Inc.'s own proxy. As printed: 26,603,537. View filing ↗
- Shoe Carnival, Inc., Section 10b CEO total. DEF 14A, filed 2026-02-27. CEO total compensation as printed in Shoe Carnival, Inc.'s own proxy. As printed: 18,887,776. View filing ↗
- The Gap, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in The Gap, Inc.'s own proxy. As printed: 17,185,636. View filing ↗
- Ulta Beauty, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-22. CEO total compensation as printed in Ulta Beauty, Inc.'s own proxy. As printed: 15,403,663. View filing ↗
- Dick's Sporting Goods, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-01. CEO total compensation as printed in Dick's Sporting Goods, Inc.'s own proxy. As printed: 15,103,545. View filing ↗
- Macy's, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-31. CEO total compensation as printed in Macy's, Inc.'s own proxy. As printed: 14,104,067. View filing ↗
- Abercrombie & Fitch Co., Section 10b CEO total. DEF 14A, filed 2026-04-20. CEO total compensation as printed in Abercrombie & Fitch Co.'s own proxy. As printed: 13,300,257. View filing ↗
- American Eagle Outfitters, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-15. CEO total compensation as printed in American Eagle Outfitters, Inc.'s own proxy. As printed: 12,662,838. View filing ↗
- Dillard's, Inc (subject), Section 10b CEO total. DEF 14A, filed 2025-04-04. CEO total compensation as printed in Dillard's, Inc's own proxy. As printed: 4,856,540. View filing ↗
- Nordstrom, Inc., Section 10b CEO total. DEF 14A, filed 2024-04-11. CEO total compensation as printed in Nordstrom, Inc.'s own proxy. As printed: 4,540,362. View filing ↗
- Urban Outfitters, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-01. CEO total compensation as printed in Urban Outfitters, Inc.'s own proxy. As printed: 1,042,012. View filing ↗
- Section 10a, Nordstrom, Inc. reciprocity. DEF 14A. Nordstrom, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, Shoe Carnival, Inc. reciprocity. DEF 14A. Shoe Carnival, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, Ulta Beauty, Inc. reciprocity. DEF 14A. Ulta Beauty, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, Abercrombie & Fitch Co. reciprocity. DEF 14A. Abercrombie & Fitch Co.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, American Eagle Outfitters, Inc. reciprocity. DEF 14A. American Eagle Outfitters, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, The Gap, Inc. reciprocity. DEF 14A. The Gap, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, Urban Outfitters, Inc. reciprocity. DEF 14A. Urban Outfitters, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, Starbucks Corporation reciprocity. DEF 14A. Starbucks Corporation's most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, Williams-Sonoma, Inc. reciprocity. DEF 14A. Williams-Sonoma, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, DICK'S Sporting Goods, Inc. reciprocity. DEF 14A. DICK'S Sporting Goods, Inc.'s most recent proxy was read; its disclosed peer group does not include Dillard's, Inc. View filing ↗
- Section 10a, Macy's, Inc. reciprocity. DEF 14A. Macy's, Inc. names Dillard's, Inc in its own disclosed peer group (read from its most recent proxy). View filing ↗