Nick White
DILLARD'SAbout Nick White
Independent director at Dillard’s since 2008, Nick White is a retail operator and logistics expert with deep store-operations experience; he was 79 in the 2024 proxy and 80 in the 2025 proxy . He served on the Compensation Committee in fiscal 2023 and was listed as an Audit Committee member in the 2025 proxy, reflecting committee breadth . The Board affirms he meets independence standards applicable to Class A nominees, and he met the attendance threshold (≥75% of Board/committee meetings) with directors attending the 2023 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White & Associates | CEO & President | Since 2000 | International retail solutions; strategy, partnerships, logistics; merchandising concepts |
| Wal‑Mart Stores, Inc. | EVP; GM, Supercenter Division | 1990–2000 | Served on Executive Committee and Real Estate Committee; led large-scale store operations |
| Sam’s Club (Wal‑Mart) | General Manager | 1985–1990 | Wholesale-club operations leadership |
| Spartan‑Atlantic Department Stores | Early retail roles | Began 1968 | Store-level operations experience |
| U.S. Marine Corps | Military service (Vietnam tour) | Prior to retail career | Leadership under high-stress conditions |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| White & Associates | CEO & President | Not disclosed | Private consulting firm; not a subsidiary/affiliate of Dillard’s |
| Other public boards | — | None disclosed | No other public company directorships disclosed in proxy biographies |
Board Governance
- Committee assignments: Compensation Committee member in fiscal 2023 (members: Connor—Chair, Freeman, White) . Audit Committee member in 2025 alongside Rutledge (Chair) and J.C. Watts .
- Independence: Class A nominees must be independent under company by‑laws; Board affirmatively determined independence for Class A nominees; Compensation Committee is composed of independent directors under NYSE rules .
- Attendance/engagement: Board met 4 times in fiscal 2023; all directors attended ≥75% of aggregate Board+committee meetings and attended the 2023 Annual Meeting .
- Executive sessions & leadership: Non‑management directors meet regularly in executive session and choose a presiding independent director; no standing lead independent director .
- Controlled company: W.D. Company, Inc. controls Class B shares and can elect two‑thirds of directors; Dillard’s claims controlled company exemptions though the Compensation Committee remains fully independent .
Fixed Compensation
| Component | FY 2023 Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑management director) | $100,000 | Standard cash retainer for non‑management directors |
| Committee chair fee | $0 | White was not a chair; chair fee is $30,000 for Audit/Compensation chairs |
| Total cash received | $100,000 | From Director Compensation table |
Performance Compensation
| Equity Award | Grant Details | Valuation | Vesting |
|---|---|---|---|
| Restricted shares (Class A) | 500 shares granted to each non‑management director in fiscal 2023 | $142,250 grant‑date fair value for White (simple average price of 500 shares on grant date per ASC 718) | Vests six months after grant; all FY2023 grants were vested by Feb 3, 2024 |
- Plan mechanics: Non‑Employee Director Restricted Stock Plan extended to 2035 and share pool increased; awards discretionary, minimum restricted period six months, voting/dividends during the restricted period; accelerated vesting upon retirement, death or disability .
Other Directorships & Interlocks
| Relationship | Counterparty | Nature | FY 2023/2024 Disclosure |
|---|---|---|---|
| Related‑party transactions | Stephens Insurance (director Stephens) | Insurance brokerage fees/commissions | $1,410,553 commissions; $69,611 agency fee; Stephens Insurance wholly owned by Warren A. Stephens |
| Related‑party transactions | The Connor Group (director Chip Connor) | Sourcing/design fees; merchandise | $3,369,107 agent/design fees; $5,947 merchandise; Connor is ultimate beneficial owner |
| Nick White related‑party | — | — | No related‑party transactions disclosed for White |
Expertise & Qualifications
- Sourcing, logistics, store operations, and merchandising expertise; prior EVP leadership of Wal‑Mart Supercenter Division and Sam’s Club .
- Executive committee and real estate committee experience at Wal‑Mart; breadth across retail formats .
- Consulting leadership for global retail clients; strategic partnerships/logistics focus .
Equity Ownership
| Metric | March 21, 2024 | March 21, 2025 |
|---|---|---|
| Class A shares beneficially owned | 1,500 (less than 1%) | 1,900 (less than 1%) |
| Class B shares beneficially owned | — | — |
| Pledging/hedging | No pledging disclosed for White; anti‑hedging policy prohibits hedging for directors/associates | |
| Vested vs. unvested | FY2023 director grants vested by Feb 3, 2024 | FY2025 plan retains 6‑month minimum restricted period |
Insider Trades
| Date | Filing | Summary | Source |
|---|---|---|---|
| May 23, 2023 | Form 4 | Statement of changes in beneficial ownership (details not specified in proxy excerpt) | |
| May 19, 2025 | Form 4 | Statement of changes in beneficial ownership; 10b5‑1 plan checkbox present on form |
Governance Assessment
- Board effectiveness: White’s rotation across Compensation (2023) and Audit (2025) increases oversight depth; his operating pedigree in large‑scale retail is directly relevant to Dillard’s merchandising/logistics risk profile .
- Independence & attendance: Meets by‑law independence; Compensation Committee fully independent; attendance threshold met and Annual Meeting attendance disclosed—positive engagement signals .
- Alignment: Director pay mixes cash retainer and meaningful restricted stock value with short vesting; however his absolute share ownership remains de minimis (<1%), limiting skin‑in‑the‑game alignment despite recurring equity grants .
- Red flags/risks: Dillard’s is a controlled company (Class B holders elect two‑thirds of directors), and related‑party transactions exist with other directors (Stephens Insurance; The Connor Group), which may challenge optics on independence broadly—no specific conflicts disclosed for White . No hedging permitted; no pledging disclosure for White .
- Shareholder signals: 98% say‑on‑pay approval at 2023 meeting indicates broad shareholder support for compensation programs; next say‑on‑pay scheduled for 2026 .
- Process safeguards: 2025 Board formed a Special Committee of disinterested, independent directors for reincorporation analysis under Texas law, signaling procedural rigor in potential control‑sensitive actions .