H. Lee Hastings, III
DILLARD'SAbout H. Lee Hastings, III
H. Lee Hastings, III (age 70) has served on Dillard’s, Inc. (DDS) Board since 2010. He is President and COO of Hastings Holdings, Inc. (family holding company across real estate, beverage distribution, import/export), President of Arkansas Bolt Co./ABC Logistics, and a director of State Holding Co. Inc. (family holding company owning a bank holding company). The Board has affirmatively determined he is independent under NYSE standards; DDS is a “controlled company,” but Hastings (a Class B nominee) is deemed independent. Attendance disclosures indicate all directors met at least 75% of Board/committee meetings and attended the 2024 annual meeting (except one director, not Hastings). Hastings brings extensive import/export and international sourcing expertise to DDS.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hastings Holdings, Inc. | President & COO | Past five years (and ongoing) | Leads diversified operating subs; import/export and sourcing expertise leveraged for DDS’s global sourcing oversight |
| Arkansas Bolt Co./ABC Logistics (subsidiary of Hastings Holdings) | President | Past five years (and ongoing) | Industrial fasteners import/export; global logistics experience relevant to DDS supply chain |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State Holding Co. Inc. | Director | Since 2001 | Family holding company owning a bank holding company; not a DDS affiliate |
Board Governance
- Independence: Board determined Hastings qualifies as an independent director per NYSE; DDS is a controlled company and uses certain NYSE exemptions, though the Compensation Committee is fully independent.
- Committee assignments:
- 2025: Compensation Committee member.
- 2024: Audit Committee member (with financial literacy requirements met by all members).
- Meeting cadence and attendance:
- Board met four times; all directors attended ≥75% of Board and committee meetings.
- Executive sessions of non-management directors held regularly; a presiding independent director is selected each session; independent directors also meet at least annually; no lead independent director.
- Controlled company structure: W.D. Company, Inc. can cast >50% of votes to elect two‑thirds of directors; DDS not required to have a majority‑independent board, independent nominating/compensation committees (though compensation remains fully independent).
Fixed Compensation
| Fiscal Year | Annual Cash Retainer ($) | Chair Retainer ($) | Restricted Shares (#) | Stock Grant Value ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 (FY ended Feb 3, 2024) | 100,000 | 0 (not a chair) | 500 | 142,250 | 31,823 (personal aircraft incremental cost) | 274,073 |
| 2024 (FY ended Feb 1, 2025) | 100,000 | 0 (not a chair) | 400 | 173,400 | 0 | 273,400 |
- Program features: Non‑management directors receive $100k cash retainer; audit and compensation chairs receive $30k additional; annual restricted shares vest six months post‑grant.
- Consultant: Aon plc engaged as independent compensation consultant for director pay benchmarking.
Performance Compensation
- No performance‑based components are disclosed for directors; annual equity is time‑vested restricted stock (six‑month vest), not tied to operating metrics.
Other Directorships & Interlocks
| Entity | Nature of Relationship | Interlock/Conflict Considerations |
|---|---|---|
| State Holding Co. Inc. (bank holding company ownership) | External family holding company directorship | No DDS‑disclosed related party transactions with Hastings; independence affirmed. |
Expertise & Qualifications
- Global sourcing, import/export, logistics: Extensive experience operating international trade businesses (industrial fasteners, broader import/export), contributing to DDS’s international sourcing oversight.
- Financial literacy: Audit Committee service in 2024 requires financial literacy; the Board designated the committee members (including Hastings then) as financially literate.
Equity Ownership
| Holder | Class A Shares | % of Class | Class B Shares | Notes |
|---|---|---|---|---|
| H. Lee Hastings, III (as of Mar 21, 2024) | 20,812 | <1% | — | No pledged shares disclosed for Hastings. |
| H. Lee Hastings, III (as of Mar 20, 2025) | 21,212 | <1% | — | Anti‑hedging policy prohibits hedging by directors/associates. |
- Director equity program: Annual restricted stock awards (non‑employee director plan) amended in 2024 to increase share reserve to 500,000 and extend plan term to April 15, 2035; minimum restricted period ≥6 months, voting/dividend rights from grant, accelerated vesting on retirement/death/disability.
Governance Assessment
- Positives:
- Independence affirmed for Hastings; relevant import/export expertise aligned with DDS’s sourcing needs.
- Fully independent Compensation Committee (current assignment), with Aon advising on director pay; clear six‑month vesting and transparent director pay table.
- Board/committee attendance thresholds met; regular executive sessions of independent directors.
- Watch items / RED FLAGS:
- Controlled company status reduces structural independence requirements (e.g., no lead independent director), concentrating influence in W.D. Company, Inc.
- 2023 “All Other Compensation” shows personal use of company aircraft for Hastings ($31,823 incremental cost), a perquisite some investors view unfavorably for directors.
- Multiple family relationships among management and directors (not involving Hastings) and notable related‑party transactions (Stephens Insurance; The Connor Group), though none disclosed for Hastings; continue monitoring for conflicts.
- Shareholder signals:
- Say‑on‑pay approval was ~98% in 2023; shareholders preferred triennial votes (~89%), indicating general support for DDS’s compensation approach.
Compensation Committee Analysis (Context)
- In 2025, Hastings serves on the Compensation Committee (all members independent; three meetings in FY 2024).
- Use of independent consultant (Aon) and retail peer group benchmarking underpins director and NEO pay design; DDS emphasizes pay‑for‑performance for NEO cash bonus pool (pre‑tax income), though director pay remains fixed cash + time‑vested equity.
Related Party Transactions (Exposure Check)
- No DDS‑disclosed related party transactions involving Hastings. The Board has a policy requiring disinterested director review/approval of related party transactions.
Independence, Attendance, and Engagement Summary
- Independence: Affirmed under NYSE standards for Class B nominee Hastings.
- Attendance: All directors met ≥75% of combined Board/committee meetings; annual meeting attendance recorded (with one exception not including Hastings).
- Engagement: Committee service shifts from Audit (2024) to Compensation (2025) reflect active governance roles; executive sessions held regularly.