Denise Mahaffy
DILLARD'SAbout Denise Mahaffy
- Senior Vice President and Director at Dillard’s (DDS); has served as Senior Vice President for the last five years and on the Board since 2021. She joined Dillard’s in 1979. Education: BBA, Southern Methodist University. Age 67 .
- Current remit spans private‐label credit card partnership strategy, enterprise marketing/advertising, social/digital strategy, online experience (dillards.com), product publishing and photography studio oversight—roles tied to customer acquisition, engagement and program profitability .
- Compensation for SVPs is driven primarily by a formulaic annual cash bonus tied to company pre‑tax income (Cash Bonus Plan); notable year-over-year decline in company pre‑tax income drove a lower bonus pool in FY2024 vs. FY2023, affecting payouts including Mahaffy’s. Pre‑tax income: $729.701m (FY2024) vs $916.617m (FY2023) .
- Governance context: controlled company under NYSE rules; CEO also serves as Chairman; no lead independent director; Mahaffy is both an executive and a director and is a sibling of other executives/directors, raising independence considerations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dillard’s, Inc. | Senior Vice President | Past five years | Leads private label credit card strategy, enterprise marketing/advertising, social/digital, online experience, and photography studio to drive card penetration, program profitability, and brand awareness . |
| Dillard’s, Inc. | Various leadership roles across sales, merchandising, distribution, product development, marketing and advertising | Since 1979 | Broad operating experience and deep customer understanding informing customer engagement and retention . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | None disclosed in proxy biographies . |
Fixed Compensation
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base salary ($) | 708,269 | 720,673 |
| Company benefit contributions ($) | 220,260 | 223,140 |
| Other compensation ($) | — | 1,319 |
Notes: FY2023 figures are disclosed under “Certain Relationships and Transactions,” which itemize salary and company contributions; FY2024 adds a small amount of other compensation .
Performance Compensation
| Item | FY2023 | FY2024 |
|---|---|---|
| Plan | Senior Management Cash Bonus Plan; payouts formulaically tied to Company pre‑tax income | Senior Management Cash Bonus Plan; payouts formulaically tied to Company pre‑tax income |
| Company Pre‑tax income ($) | 916,617,000 | 729,701,000 |
| Bonus pool mechanics | Pool = 1.5% of pre‑tax income + 3.5% of increase vs prior year; negative change eliminates “increase” component | Pool = 1.5% of pre‑tax income + 3.5% of increase vs prior year; negative change eliminates “increase” component |
| Total bonus pool ($) | 13,749,200 (1.5% of FY2023 pre‑tax income) | 10,945,500 (1.5% of FY2024 pre‑tax income) |
| Denise Mahaffy bonus ($) | 825,000 (paid Apr 2, 2024) | 656,700 (paid Apr 3, 2025) |
| Individual allocation method | Committee assigns a percentage of the pool by responsibility; individual payouts are math‑driven by the assigned share (specific % not disclosed for Mahaffy) | Same as FY2023 (specific % not disclosed for Mahaffy) |
| Vesting | Cash, paid after fiscal year end | Cash, paid after fiscal year end |
Additional equity plan features (context for senior executives): Stock Bonus Plan grants are formulaic and not subject to vesting; award equals 6% of annual total cash compensation (over $15,000) divided by fair market value on grant date. NEO disclosure indicates grants are fully vested at grant; the plan design aligns equity accrual with cash compensation levels .
Equity Ownership & Alignment
| Ownership element | As disclosed |
|---|---|
| Class A shares held directly | 163,195 shares (2025 proxy footnote for Mahaffy) |
| Class A shares held in trust (sole voting/dispositive power) | 7,300 shares |
| Family holding company interest | Owns 7.3% of the outstanding voting stock of W.D. Company, Inc.; disclaims beneficial ownership of shares held by W.D. Company, Inc. |
| Pledging | The beneficial ownership table includes a separate footnote noting a small number of pledged shares among insiders in aggregate (500 in 2025; 1,000 in 2024), but no pledge is attributed to Mahaffy in her footnote . |
| Hedging policy | Company prohibits directors and associates from engaging in hedging transactions of Company equity (e.g., collars, equity swaps) . |
Note: Director equity compensation is for non‑employee directors; employee directors (like Mahaffy) are not separately compensated for Board service .
Employment Terms
- Severance/change‑in‑control: The Company states it has not entered into agreements to provide severance or change‑in‑control payments to any executives, other than a defined benefit Pension Plan applicable to NEOs with lump‑sum payout upon change‑in‑control; Mahaffy is not an NEO in the disclosures, and no separate severance terms for her are disclosed .
- Clawback: Compensation recovery policy adopted to comply with Exchange Act Section 10D and NYSE listing standards; applies to current/former Section 16 officers (which includes directors), requiring recovery of erroneously awarded incentive compensation in the event of an accounting restatement, regardless of fault, over the prior three completed fiscal years .
- Insider trading/anti‑hedging: Insider trading policies in the Code of Conduct; anti‑hedging policy for directors and associates (and designees) .
- Other benefits context (for NEOs): Enhanced health insurance; access to company aircraft (NEO incremental costs disclosed; not specific to Mahaffy) .
Board Governance and Service
- Board service: Director since 2021; employee‑director and sibling to several executives/directors (William Dillard II, Drue Matheny, Alex Dillard, Mike Dillard), which raises independence considerations. DDS is a “controlled company” under NYSE rules and may rely on exemptions from majority‑independent board and fully independent Nominating/Compensation Committees; however, current Compensation Committee members are independent. CEO also serves as Chairman; no standing Lead Independent Director (independent presiding director selected for executive sessions) .
- Committees: Not listed as a member of the Audit or Compensation Committees; Executive Committee consists of Alex Dillard and William Dillard II .
- Board attendance: Board met four times in the last fiscal year; all directors attended at least 75% of aggregate board and committee meetings; annual meeting attendance disclosed .
- Director compensation: Employee directors receive no separate director pay; non‑management directors receive cash retainers and restricted shares that vest in six months .
Compensation Structure Analysis
- Cash vs equity mix: Mahaffy’s compensation is predominantly cash (salary + formulaic cash bonus). FY2024 bonus declined to $656,700 from $825,000 in FY2023, tracking the lower company pre‑tax income and bonus pool—a strong pay-for-performance linkage at the company level .
- Equity risk/retention: Equity under the Stock Bonus Plan (as described for NEOs) is immediately vested and formulaic, which provides liquidity and lowers retention “stickiness” vs. multi‑year PSU/RSU designs; however, DDS emphasizes significant existing insider ownership for alignment. Director equity for non‑employees vests in six months .
- Plan metrics and difficulty: Bonus plan is formulaic and solely based on company pre‑tax income (1.5% plus 3.5% of any increase YoY) with individual pool percentages set by the Committee; no discretionary upward adjustments permitted (Committee can only reduce/eliminate). This design reduces goalpost‑moving risk; specific individual weightings are not disclosed for Mahaffy .
- Related‑party optics: The proxy explicitly discloses compensation to family member executives (including Mahaffy), consistent with DDS’s family‑run, controlled company structure—an ongoing governance consideration .
Multi‑Year Summary (Cash Compensation and Plan Drivers)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Base salary ($) | 708,269 | 720,673 |
| Cash bonus ($) | 825,000 (paid 4/2/2024) | 656,700 (paid 4/3/2025) |
| Company pre‑tax income ($) | 916,617,000 | 729,701,000 |
| Total bonus pool ($) | 13,749,200 | 10,945,500 |
Risk Indicators & Red Flags
- Controlled company; CEO/Chair duality; no lead independent director; heavy family representation (including Mahaffy) on the Board—all classic governance risk flags that can limit traditional independent oversight optics .
- Related‑party disclosures include direct compensation to family executives and transactions with entities affiliated with certain directors; DDS does disclose and manage these under its policies .
- Clawback and anti‑hedging policies are in place and apply to directors/Section 16 officers—positive for alignment and recourse in restatement scenarios .
- Beneficial ownership footnotes indicate some pledged shares among insiders in aggregate, but no pledge is attributed to Mahaffy in her ownership footnote .
Director Compensation (for context; not applicable to Mahaffy as employee director)
- Non‑management directors received $100,000 cash retainer (Audit/Comp Chairs +$30,000) and restricted shares (500 shares in FY2023 valued at $142,250; 400 shares in FY2024 valued at $173,400), vesting after six months. Employee directors are not separately compensated for Board service .
Investment Implications
- Alignment and retention: Mahaffy’s long tenure (since 1979), substantial direct and trust holdings (170,495 shares combined), and 7.3% voting stake in the family holding company (disclaimed for beneficial ownership) indicate strong economic alignment and low flight risk; cash bonuses flex with company pre‑tax income, reinforcing pay‑for‑performance at the enterprise level .
- Governance discount risk: DDS’s controlled‑company structure, dual CEO/Chair, absence of a lead independent director, and familial board composition (including Mahaffy) may warrant a governance discount in certain investor frameworks despite disclosure of related‑party items and independent Compensation Committee membership .
- Trading signals: With bonus driven solely by pre‑tax income, any inflection in DDS profitability should translate into bonus pool changes (and formulaic stock bonus levels for NEOs), affecting insider liquidity and potential selling pressure at the margin. Stock Bonus Plan awards (for NEOs) are immediately vested, increasing potential sellable float when granted; director equity for non‑employees vests within six months—though Mahaffy, as an employee‑director, does not receive separate director equity .
- Downside protection/entitlements: No executive severance or CIC cash arrangements outside the NEO Pension Plan framework (not disclosed as applicable to Mahaffy), limiting change‑in‑control windfalls—shareholder‑friendly relative to peers employing multi‑year severance multiples .