Chris B. Johnson
DILLARD'SAbout Chris B. Johnson
Senior Vice President and Co-Principal Financial Officer (Co-PFO) of Dillard’s, Inc. (DDS). He is a Section 16 officer who signs the company’s current reports alongside the Principal Accounting Officer, evidencing responsibility for external reporting and finance controls . The company’s executive compensation framework ties annual incentives to pre-tax income and positive changes in pre-tax income; 2024 pre-tax income was $729.7M vs. $916.6M in 2023, while 2024 cumulative shareholder return (value of initial $100) measured 965.99, reflecting strong multi-year TSR performance . Age, education, and detailed biography are not disclosed in the latest proxies.
Past Roles
No past-role biography for Chris B. Johnson is disclosed in the latest DDS proxy statements.
External Roles
No external directorships or roles are disclosed for Chris B. Johnson in the latest DDS proxy statements.
Fixed Compensation
- DDS pays NEOs a base salary set annually by the Compensation Committee using peer context; Johnson’s base rose 2.3% in 2024 .
- “All other compensation” includes retirement/stock plan matching and health insurance; no personal aircraft use was reported for Johnson in 2024 or 2023 .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $625,000 | $665,000 | $680,000 |
| All Other Compensation ($) | $221,908 | $125,486 | $121,101 |
| All Other – Detail: Company Retirement/Stock Plan Contributions ($) | — | $71,558 | $69,925 |
| All Other – Detail: Health Insurance Premiums Paid by Company ($) | — | $53,928 | $51,176 |
| Aircraft Personal Use Incremental Cost ($) | — | $0 | $0 |
Note: “—” indicates not itemized in the 2022 proxy table.
Performance Compensation
- Annual cash incentive: Under the stockholder-approved Senior Management Cash Bonus Plan, the pool equals 1.5% of pre-tax income plus 3.5% of any increase vs. prior year; Johnson’s fixed share is 6% of the pool (max any individual can receive is 1% of pre-tax income). There is no separate “target bonus %” vs. salary .
- Equity awards: Stock Bonus Plan grants fully-vested Class A shares each year equal to 6% of cash compensation above $15,000 divided by market price on the grant date; these awards vest immediately (no RSU/PSU or options) .
Annual Cash Bonus
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Pre-Tax Income (Company) ($000) | 1,109,467 | 916,617 | 729,701 |
| Johnson’s Pool Allocation (%) | 6% | 6% | 6% |
| Johnson’s Cash Bonus ($) | $869,000 | $825,000 | $656,700 |
Plan features: Bonuses only payable if Company has positive pre-tax income; Committee may reduce/eliminate payouts but cannot increase calculated amounts .
Equity Awards (Stock Bonus Plan)
| Grant Date | Shares Granted (#) | Grant-Date FV ($) | Vesting |
|---|---|---|---|
| Feb 2, 2024 | 232 | $90,909 | Immediate (no vesting) |
| Jan 31, 2025 | 190 | $89,296 | Immediate (no vesting) |
Options/PSUs/RSUs: The company does not currently grant options; none were outstanding for NEOs at FY2024 year-end .
Pay Mix and Metric Weighting
| Allocation of Total Direct Compensation (FY 2024) | Base Salary | Annual Cash Bonus | Equity-Based Awards | Other Compensation |
|---|---|---|---|---|
| Chris B. Johnson | 44.0% | 42.4% | 5.8% | 7.8% |
Performance metrics: Cash bonus pool formula uses company pre-tax income and positive change in pre-tax income; cumulative TSR is presented for pay-versus-performance disclosure but is not used to fund the pool .
Equity Ownership & Alignment
- Beneficial ownership and trend: Johnson holds a de minimis percentage of outstanding shares; no pledging is disclosed for him . No unvested equity nor options outstanding at FY2024 year-end .
| Date (Record) | Beneficially Owned Class A Shares | % of Class |
|---|---|---|
| Mar 21, 2024 | 18,442 | <1% (“*”) |
| Mar 20, 2025 | 18,835 | <1% (“*”) |
| Mid-2025 (subsequent proxy) | 19,093 | <1% (“*”) |
Other alignment mechanisms:
- Stock Bonus Plan delivers fully-vested shares annually linked to cash compensation .
- Retirement and Stock Purchase Plans accumulate Company Class A shares via contributions/matches .
Hedging/pledging policies: Company prohibits hedging transactions by directors and associates; pledging is not broadly prohibited, but individual pledges are disclosed—none for Johnson .
Ownership guidelines: Not disclosed for executive officers in the proxy.
Employment Terms
- Employment agreements/severance: DDS states it has not entered into severance or change-in-control agreements for executives; past practice has not included severance .
- Change-in-control economics via Pension Plan only: Lump-sum payout of the present value of accrued pension benefit within 60 days of a qualifying CIC (with reductions to avoid 280G “parachute” issues); Johnson’s indicative CIC lump sum was $6,869,656 if a CIC occurred on Feb 1, 2025 (FY2024 year-end) .
- Clawback: NYSE/Exchange Act 10D-compliant recovery policy applies to current/former Section 16 officers; recovery of erroneously awarded incentive-based comp on a pre-tax basis upon an accounting restatement, regardless of misconduct .
- Tax gross-ups: Not disclosed; Section 162(m) deductibility considerations discussed, but Committee reserves flexibility to grant non-deductible comp when appropriate .
Pension and Retirement
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Credited Service (years) | 17 | 18 |
| Present Value of Accumulated Pension Benefit ($) | $3,529,577 | $4,048,857 |
| Change in Pension Value Reported in SCT ($) | $712,793 | $519,280 |
| CIC Lump Sum (Illustrative, as of FY year-end) ($) | $5,673,789 | $6,869,656 |
Plan formula: 1.5% × years of service × average of highest 3 years pension earnings (salary + cash bonus – Social Security wage base); early retirement reductions apply .
Performance & Track Record (Company context)
| Measure | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Cumulative TSR – Value of Initial $100 | 146.97 | 440.50 | 700.04 | 761.22 | 965.99 |
| Net Income ($000) | (71,654) | 862,473 | 891,637 | 738,847 | 593,476 |
| Pre-Tax Income ($000) | (153,404) | 1,088,363 | 1,109,467 | 916,617 | 729,701 |
Company uses pre-tax income and positive change in pre-tax income to fund the bonus pool; the Compensation Committee highlights its pay-for-performance approach and high Say-on-Pay support (c. 98% in 2023) .
Compensation Committee, Peer Group, and Say-on-Pay
- Compensation Committee: 2024–2025 members include Robert C. Connor (Chair), James I. Freeman, and H. Lee Hastings, III; all are NYSE-independent and non-employee directors .
- Peer group (2024/2025): Abercrombie & Fitch; American Eagle Outfitters; The Children’s Place; DICK’S Sporting Goods; The Gap; Macy’s; Nordstrom; Shoe Carnival; Starbucks; The TJX Companies; Ulta Beauty; Urban Outfitters; Williams-Sonoma (Chico’s removed in 2024 after going private) .
- Say-on-Pay (most recent disclosed vote): ~98% approval in 2023; frequency vote favored triennial (c. 89%) .
Insider Trading and Selling Pressure
- Form 4 transactions: We searched for recent Form 4 filings to assess buying/selling activity but do not have programmatic access here. We confirm Johnson received small, fully-vested stock bonus grants (232 shares in 2024; 190 shares in 2025), which are modest in size relative to float and unlikely to create selling pressure by themselves . Additionally, there were no outstanding options at FY2024 year-end, limiting potential option-exercise-driven selling . We also reviewed recent 8-Ks for executive compensation changes and found none related to Johnson; an Item 5.02 in May 2025 pertained to a director resignation unrelated to executive pay .
Risk Indicators & Red Flags
- No severance or standalone CIC agreements (limits shareholder exposure to guaranteed payouts) .
- CIC pension lump-sum entitlement exists for all participants (retention mechanics; potential cost at transaction) .
- No evidence of options repricing; no stock options outstanding .
- Anti-hedging policy in place for directors/associates .
- Related-party transactions disclosed at board level; none indicated for Johnson individually .
Equity Ownership & Beneficial Alignment Summary
| Category | Status |
|---|---|
| Total Beneficial Ownership | 18,442 (Mar 21, 2024) → 18,835 (Mar 20, 2025) → 19,093 (mid-2025 proxy) |
| Ownership % of Class A | <1% (“*”) across periods |
| Unvested Shares | 0 (no unvested equity at FY2024 end) |
| Options (Exercisable/Unexercisable) | None outstanding at FY2024 end |
| Shares Pledged | None disclosed for Johnson |
Governance/Policy Highlights (relevant to comp)
- Controlled company under NYSE rules (Class B control via W.D. Company, Inc.); the Compensation Committee remains independent under NYSE standards .
- Clawback policy compliant with Exchange Act 10D and NYSE .
Investment Implications
- Pay-for-performance mechanics are simple and cash-centric: Johnson’s bonus is a fixed 6% share of a pool tied to company pre-tax income, with limited discretion to increase payouts; immediate-vest stock awards are small and formulaic (6% of cash comp above $15k), suggesting low equity overhang and minimal forced selling pressure .
- Alignment is adequate but not high: Johnson’s share ownership is modest (<1%) and options are absent, reducing upside convexity; however, the bonus pool’s dependence on profit levels aligns cash incentives with shareholder outcomes, and clawback/anti-hedging policies enhance governance quality .
- Retention/transition risk appears low absent severance arrangements; the only significant CIC economic feature is pension lump-sum acceleration (indicative amount ~$6.87M as of FY2024 year-end for Johnson), which could factor into transaction economics but is a Company-wide plan provision rather than an individualized parachute .
- Board/comp oversight stability: High Say-on-Pay support (~98%) and independent Compensation Committee oversight reduce adverse governance risk; peer benchmarking is used as context, but DDS emphasizes internal formulas over relative TSR metrics, keeping incentives closely tied to profitability rather than market factors .