James I. Freeman
DILLARD'SAbout James I. Freeman
James I. Freeman, 75, is an independent Class A nominee and long-tenured director of Dillard’s, Inc. (DDS), serving on the Board since 1991; he is a former Senior Vice President and Chief Financial Officer, retiring effective February 1, 2015, and currently a private investor. A certified public accountant, he entered the accounting profession in 1972 and formerly served on the Management Committee of BKD, LLP; his expertise centers on financial reporting, internal controls, and auditor oversight. Freeman currently serves on the Compensation Committee, and the Board has affirmatively determined he is independent under NYSE standards and the Company’s by-laws .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Dillard’s, Inc. | Senior Vice President & Chief Financial Officer | Joined 1988; retired Feb 1, 2015 | Oversaw financial reporting processes, internal controls, and independent auditor engagements; advises Board on accounting and regulatory matters |
| Dillard’s, Inc. | Director | Since 1991 | Independent Class A nominee; current member of Compensation Committee |
| BKD, LLP | Management Committee member (formerly) | Not disclosed | One of the largest accounting firms at the time; governance and audit-related experience |
| Accounting profession | Certified Public Accountant | Since 1972 | Practiced as CPA; deep financial reporting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards, last five years) | — | — | Proxy biography lists current and last-five-year public company directorships; none are disclosed for Freeman |
Board Governance
- Committee assignments: Compensation Committee member; the committee comprises independent directors Robert C. Connor (Chairman), James I. Freeman, and H. Lee Hastings, III; it met three times in fiscal 2024 .
- Board activity and attendance: The Board met four times in fiscal 2024; all directors attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the May 18, 2024 Annual Meeting except Warren Stephens .
- Independence status: The Board has determined all Class A nominees (including Freeman) are independent under Company by-laws; Class A nominees and specified Class B nominees are independent under NYSE standards .
- Executive sessions: Non-management directors meet regularly in executive session, with a presiding independent director chosen each session; independent directors also meet at least annually .
- Leadership structure and control: DDS is a “controlled company” under NYSE rules (W.D. Company, Inc. controls election of two-thirds of directors); DDS is exempt from certain NYSE governance requirements (majority independent board; independent nominating committee; independent compensation committee) though its Compensation Committee is currently all independent . The CEO serves as Chairman; there is no permanent lead independent director .
Fixed Compensation
| Item (FY 2024) | Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer (non-management director) | $100,000 | Standard cash retainer for non-management directors |
| Equity award (restricted shares) | $173,400 | 400 restricted shares of Class A; grant-date fair value equals simple average market price of 400 shares; restricted shares vest six months after issuance; all grants vested as of Feb 1, 2025 |
| Committee chair fee (if chair) | $0 | Chairs of Audit and Compensation Committees receive additional $30,000; Freeman is a member, not chair |
| Option awards | $0 | DDS does not currently grant new option-like awards to directors; none granted in FY 2024 |
| Total (cash + stock) | $273,400 | Freeman’s FY 2024 director compensation total |
Performance Compensation
| Component | Performance Metric(s) | Details |
|---|---|---|
| Director incentive pay | None disclosed | Non-management director pay consists of cash retainer and time-based restricted shares; no performance-linked metrics are disclosed for directors; no option awards granted in FY 2024 |
| Restricted stock | Time-based vesting | 400 shares; vest six months after issuance; grant-date fair value $173,400 |
Consultant and methodology: The Compensation Committee engaged Aon plc as its independent compensation consultant to analyze director compensation; additional committee chair retainer remained at $30,000; the goal is to award restricted shares that represent a target dollar value each year rather than a fixed share count .
Other Directorships & Interlocks
| Counterparty | Relationship | FY 2024 Amounts | Notes |
|---|---|---|---|
| Stephens Insurance, LLC | Wholly-owned by director Warren A. Stephens | ~$1,031,633 commissions from third parties; ~$87,563 estimated commissions from Company-paid premiums; $70,430 agency fee | Insurance brokerage and risk management services; related-party transaction |
| The Connor Group | Sole ultimate beneficial shareholder is director William E. (Chip) Connor, II | $3,120,702 agent and design fees; $5,000 merchandise | Merchandise sourcing and design services; related-party transaction |
- No related-party transactions or external public directorships are disclosed for Freeman personally in the proxy .
Expertise & Qualifications
- Former CFO and CPA with extensive oversight of financial reporting, internal controls, and auditor engagements; regularly advises the Board on accounting issues and regulations impacting operations .
- Independence affirmed under NYSE standards and the Company’s by-laws; service on independent Compensation Committee aligns with governance norms despite controlled-company exemptions .
- Anti-hedging policy: Directors and associates are prohibited from hedging Company equity (e.g., collars, swaps, exchange funds) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Pledged | Notes |
|---|---|---|---|---|---|---|
| James I. Freeman | 75,496 | <1% | — | — | None disclosed | Based on beneficial ownership table; outstanding shares at Mar 20, 2025: 11,710,808 Class A and 3,986,233 Class B; all non-management director restricted grants vested by Feb 1, 2025; anti-hedging policy in place |
Governance Assessment
- Positives: Independent director with deep finance credentials (former CFO, CPA); active Compensation Committee member; Board-wide attendance at least 75%; use of an independent compensation consultant without identified conflicts; director equity grants vest quickly, supporting alignment without complex performance gaming .
- Structural risks: Controlled-company status reduces required independent oversight; no permanent lead independent director; notable related-party transactions with other directors (insurance and sourcing), which can raise governance concerns even if not tied to Freeman .
- Compensation structure: Director pay is simple (cash retainer + time-based restricted shares); absence of options or performance metrics for directors limits pay-for-performance signaling but reduces risk-taking incentives; committee chairs receive additional cash retainer .
RED FLAGS (Board-level context, not specific to Freeman):
- Controlled-company exemptions from NYSE governance requirements .
- No permanent lead independent director .
- Multiple related-party transactions involving other directors (Stephens Insurance; The Connor Group) .
Signals for investors:
- Freeman’s independent status, CFO background, and committee role support board effectiveness in compensation oversight; however, controlled-company structure and board-level related-party dealings warrant continued monitoring for potential conflicts and minority shareholder protections .