Reynie Rutledge
DILLARD'SAbout Reynie Rutledge
Independent director since 2013; age 75. Chairman of First Security Bancorp (Searcy, AR) with 50 years in banking; MBA and BS in Industrial Engineering from the University of Arkansas. Serves as Audit Committee Chair and designated “audit committee financial expert”; classified as independent under NYSE standards and the Company’s by-laws. Board tenure includes oversight of credit markets, internal controls, and risk topics relevant to DDS’s retail operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Security Bancorp | Chairman | Ongoing; past five years | Leads a $7.9B-asset financial services group (First Security Bank, Crews & Associates, First Security Public Finance); deep commercial banking and credit markets expertise . |
| Arkansas Bankers Association | Past Chairman | Not disclosed | Industry leadership; informs banking oversight and financial risk perspectives . |
| University of Arkansas Board of Trustees | Past Chairman | Not disclosed | Governance leadership; elevates oversight and stakeholder engagement experience . |
| Arkansas Business Hall of Fame Selection Committee | Past Chairman | Not disclosed | Selection oversight; governance and reputational stewardship . |
| Harding University Business Advisory Board | Past Chairman | Not disclosed | Advisory leadership; strategic and financial acumen . |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| First Security Bancorp | Chairman | Private | Fifth-largest AR bank holding company; ~$7.9B assets; 77 locations; not a DDS affiliate . |
| UA Sam M. Walton College of Business | Dean’s Executive Advisory Board (member, past Chair) | Academic | Executive committee member; advisory capacity . |
| Arkansas Academy of Industrial Engineering | Member | Academic/Professional | Technical and engineering orientation . |
| Campaign Arkansas Executive Committee | Member | Non-profit | Philanthropic governance . |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee member alongside J.C. Watts, Jr. and Nick White; Compensation Committee not listed; Executive Committee members are Alex Dillard and William Dillard, II (not Rutledge) .
- Audit Committee expertise and independence: Board-designated “audit committee financial expert”; Audit Committee members are independent under NYSE and SEC rules; committee held 10 meetings in FY2024—strong engagement signal .
- Independence: DDS is a NYSE “controlled company”; Board determined Class A nominees (including Rutledge) are independent per by-laws and NYSE; Compensation Committee is fully independent .
- Attendance: Board met four times in FY2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the May 18, 2024 Annual Meeting except Warren Stephens .
- Executive sessions: Non-management directors meet in regular executive sessions; presiding independent director selected each session; independent directors also meet at least annually .
- Risk oversight: Board actively oversees risk including cybersecurity, supply chain, inventory management, wage pressures; Audit Committee reviews annual risk assessment and ethics hotline reports with authority to retain outside advisors .
Fixed Compensation
| Component | FY2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Standard cash retainer for non-management directors . |
| Audit Committee Chair retainer | 30,000 | Additional cash retainer for committee chair role . |
| Total cash fees earned | 130,000 | Reported for Rutledge in FY2024 . |
| Restricted stock (shares) | 400 | Annual grant to non-management directors; restricted shares . |
| Restricted stock (grant-date fair value) | 173,400 | Simple average market price of 400 shares on grant date; value for Rutledge . |
| Vesting | — | Restricted shares vest 6 months after issuance; all FY2024 grants vested by Feb 1, 2025 . |
Performance Compensation
| Item | FY2024 | Notes |
|---|---|---|
| Non-equity incentive compensation | $0 | No NEIC for directors disclosed . |
| Option awards | $0 | DDS did not grant options to directors; none reported . |
| Performance metrics tied to director pay | None disclosed | Director equity grants target a dollar value; not tied to specific KPIs . |
Other Directorships & Interlocks
| Counterparty | Relationship to DDS | Financial magnitude | Conflict/interlock assessment |
|---|---|---|---|
| First Security Bancorp | No affiliate relationship | — | No DDS related-party transactions involving Rutledge disclosed . |
Expertise & Qualifications
- 50 years of commercial banking leadership; deep credit markets and finance experience relevant to retail risk and liquidity oversight .
- Audit Committee financial expert; financially literate per NYSE; enhances financial reporting and internal controls oversight .
- MBA and Industrial Engineering degrees (University of Arkansas); blends quantitative rigor with managerial training .
- Governance leadership across industry and academic boards; enhances stakeholder engagement and governance quality .
Equity Ownership
| Metric | Class A | Class B | Notes |
|---|---|---|---|
| Shares beneficially owned | 22,730 | — | <1% of Class A; no Class B holdings . |
| % of class | <1% | — | Table indicates “*” less than 1% . |
| Vested vs. unvested | All vested | — | FY2024 director restricted shares vested by Feb 1, 2025 . |
| Pledged as collateral | None disclosed | — | No pledge footnote for Rutledge; anti-hedging policy prohibits hedging transactions . |
| Outstanding shares (context) | 11,710,808 | 3,986,233 | Shares outstanding as of Mar 20, 2025 for Class A and B, respectively . |
Governance Assessment
- Strengths: Independent Audit Chair and designated financial expert; 10 Audit Committee meetings (high engagement); clear anti-hedging policy; executive sessions with a presiding independent director; Compensation Committee fully independent despite controlled company status .
- Alignment: Director pay mixes cash retainer plus restricted stock that vests in six months; Compensation Committee targets equity awards to a dollar value annually; no options or performance bonuses for directors (limits risk-taking incentives) .
- Controlled company considerations: DDS relies on NYSE controlled company exemptions (no majority independent Board, no independent-only nominating/governance committee); mitigant: Audit and Compensation Committees meet independence requirements; Executive Committee (nominating-like) is composed of insiders (Alex and William Dillard II), which may constrain board refresh dynamics .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Rutledge; broader Company related-party dealings (Stephens Insurance; The Connor Group) are reviewed by disinterested directors and approved per policy; no Section 16 delinquency noted for Rutledge .
- Shareholder signals: Say-on-pay support ~98% at 2023 Annual Meeting; triennial say-on-pay frequency favored by ~89%—indicates broad investor support for compensation governance framework .
Overall, Rutledge’s long-tenured banking expertise and role as independent Audit Chair with “financial expert” designation are net positives for investor confidence; absence of related-party ties or pledging is clean. Controlled company structure and insider-led Executive Committee remain governance watchpoints for board effectiveness and independence over nominations .