Dean L. Worley
DILLARD'SAbout Dean L. Worley
Dean L. Worley is Vice President, General Counsel, and Corporate Secretary of Dillard’s, Inc. (DDS). He has served as an executive officer since 2012 and is age 59 per the company’s 2025 10-K . His role is evidenced by repeated sign‑offs as Corporate Secretary on the company’s annual proxy statements and as the officer‑signatory for the 2025 corporate reincorporation plan and related proxy materials . Company performance context during the recent period includes strong total shareholder return (TSR) and robust pre‑tax income, key inputs that shape overall executive pay design at DDS (Cash Bonus Plan and Stock Bonus Plan).
Company performance snapshots (for context):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Value of $100 TSR (year-end) | 146.97 | 440.50 | 700.04 | 761.22 | 965.99 |
| Pre‑tax Income (Loss) ($000s) | (71,654) | 862,473 | 1,109,467 | 916,617 | 729,701 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dillard’s, Inc. | Vice President; General Counsel; Corporate Secretary | 2012–present | Oversees legal and corporate governance; named as proxy solicitor and signatory; executed the 2025 Plan of Conversion as Secretary in the reincorporation effort |
Fixed Compensation
- Individual compensation for Mr. Worley is not disclosed in DDS proxies because he is not a named executive officer (NEO); proxy compensation tables cover only the CEO, President, EVPs and Co‑CFOs .
- Base salary and cash incentives are determined within DDS’s framework. The Cash Bonus Plan covers CEO, President, Executive Vice Presidents, and Senior Vice Presidents (SVPs) designated by the Compensation Committee; Vice Presidents are not listed as eligible positions, indicating Mr. Worley (VP) is generally not eligible for this plan .
Performance Compensation
- Annual Cash Bonus Plan design (company framework): bonus pool equals 1.5% of fiscal pre‑tax income plus 3.5% of the year‑over‑year increase, with individual maximum capped at 1% of pre‑tax income. For FY 2024 (pre‑tax income $729.701m), the bonus pool was $10.9455m; for FY 2023 (pre‑tax income $916.617m), $13.7492m .
- Equity awards (company practice for NEOs): DDS uses a Stock Bonus Plan, Retirement Plan and Stock Purchase Plan with stock award values formulaically tied to cash compensation; NEO stock awards reported were not subject to vesting schedules (immediate) .
Illustrative plan mechanics (company-level, not individual to Worley):
| Metric | Weighting | Target | Actual (FY 2023) | Actual (FY 2024) | Payout Basis | Vesting |
|---|---|---|---|---|---|---|
| Pre‑tax Income | 100% (pool formula) | N/A (pool‑based) | $916.617m pre‑tax income | $729.701m pre‑tax income | 1.5% of pre‑tax income + 3.5% of YoY increase; individual max 1% of pre‑tax income | NEO Stock Bonus Plan grants reported as not subject to vesting |
Note: Mr. Worley’s participation is not disclosed and, as a VP, he is not among roles listed as eligible for the Cash Bonus Plan .
Equity Ownership & Alignment
- Title and Section 16 status are evidenced by multiple Form 4 filings as “VP/GENERAL COUNSEL & SECRETARY” .
- Sample 2025 insider activity for Mr. Worley:
| Date (Filed) | Transaction Date | Type | Shares Traded | Price | Shares Owned (Direct, post) | Source |
|---|---|---|---|---|---|---|
| 2025-07-30 | 2025-07-28 | Option/award entry | 10 | $513.00 | 10,066 | |
| 2025-08-27 | 2025-08-25 | Option/award entry | 9 | $533.45 | 10,075 | |
| 2025-09-18 | 2025-09-17 | Gift | 200 | $0 | 9,875 | |
| 2025-10-01 | 2025-09-29 | Option/award entry | 10 | $622.50 | 9,885 | |
| 2025-10-29 | 2025-10-27 | Acquisition | 8 | $623.52 | (reported acquired) |
Observations:
- Activity shows small periodic acquisitions/awards and one gift; no open‑market sales are indicated in this sample. The pattern suggests low near‑term selling pressure from Worley specifically, though this is limited to the transactions cited above .
- Pledging: DDS security ownership tables disclose pledged shares for certain individuals, but Mr. Worley is not individually listed (tables cover directors/NEOs), so no pledge disclosure is provided for him in the proxies reviewed .
Employment Terms
- Title/tenure: Executive officer (Vice President; General Counsel) since 2012; age 59 in 2025 . Corporate Secretary designation is reflected throughout proxies and in the 2025 reincorporation documentation .
- Severance/Change‑in‑Control: DDS states it has not entered into severance or change‑in‑control agreements for any executives (other than pension‑related matters), and historically has not paid severance to executives .
- Clawback: DDS adopted a compensation recovery policy complying with Exchange Act Section 10D and NYSE listing standards; applies to current/former Section 16 officers and mandates recovery of erroneously awarded incentive compensation in restatement scenarios, regardless of fault .
- Perquisites: Company aircraft use is disclosed for certain NEOs; the 2024 proxy notes only William Dillard II, Alex Dillard, Mike Dillard and Drue Matheny incurred aircraft personal‑use cost in FY 2024 (no mention of Worley) .
Performance & Track Record
- Governance/execution: Worley appears in official capacities central to governance—appointed as a named proxy solicitor for stockholder meetings and responsible for preparing and filing proxy materials . He also executed the 2025 Plan of Conversion (Delaware to Texas) on behalf of DDS as Secretary .
- Company results during recent years (context for incentive frameworks): DDS delivered strong TSR and high absolute pre‑tax income over FY 2021–FY 2024, although FY 2024 pre‑tax income declined year over year, reducing the bonus pool under the Cash Bonus Plan formulas .
Compensation Structure Analysis (alignment, risk signals)
- Cash vs equity mix: DDS emphasizes at‑risk pay for its NEOs via a sizeable pre‑tax income bonus pool and formulaic stock bonus tied to cash compensation; stock awards for NEOs are not subject to vesting, reducing multi‑year vesting overhang but also lowering retention leverage from unvested equity. Worley’s individual mix is not disclosed (non‑NEO) .
- Performance metric rigor: Annual cash bonuses are strictly formula‑based on pre‑tax income, with the Committee unable to increase payouts above the formula; it retains discretion to reduce/eliminate payouts—indicating downwards discretion only .
- Clawback/No parachutes: The adoption of a Dodd‑Frank compliant clawback (Section 10D) and the absence of severance/CoC agreements for executives reduce shareholder risk from misaligned payouts and golden parachutes .
- Insider trading signal: Worley’s 2025 transactions show small incremental acquisitions/awards and a gift; no selling flagged in the cited filings, implying limited selling pressure from him personally in the period sampled .
Investment Implications
- Alignment: As an executive officer and Section 16 filer, Worley is subject to DDS’s clawback and trading transparency, with no severance/CoC arrangements disclosed—supportive of shareholder alignment and prudent risk control .
- Retention risk: The absence of severance and lack of multi‑year vesting (NEO stock awards are immediate; Worley’s equity specifics not disclosed) reduce “golden handcuffs,” potentially elevating retention risk versus peers with multi‑year vesting and severance protections .
- Trading signals: Recent insider activity from Worley shows small net acquisitions/awards and a gift, with no open‑market selling in the sampled period—neutral to modestly supportive for near‑term selling pressure assessment .
- Company metric sensitivity: Because DDS cash bonuses hinge on pre‑tax income, earnings volatility directly affects incentive payouts. FY 2024’s lower pre‑tax income reduced the bonus pool vs FY 2023, illustrating leverage to operating performance .
Notes on data availability and scope:
- Individual compensation detail for Mr. Worley (salary, bonus, grants, vesting) is not reported in DDS proxies (non‑NEO), and the security ownership tables do not list him individually. Ownership and trading observations above are based on Section 16 Form 4 filings cited .