Rob C. Holmes
DILLARD'SAbout Rob C. Holmes
Rob C. Holmes (age 60) has served as an independent director of Dillard’s, Inc. (DDS) since 2021. He is President and Chief Executive Officer of Texas Capital Bancshares, Inc. (NASDAQ: TCBI), and begins serving as TCBI’s Chairman in April 2025. Holmes previously spent 31 years at JPMorgan Chase & Co., culminating as Global Head of Corporate Client Banking and Specialized Industries. He holds a B.A. in Economics from The University of Texas at Austin and an MBA from Southern Methodist University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Global Head, Corporate Client Banking & Specialized Industries; prior Co-Head North American Retail Industries IB; Head of Investment Banking, Southern U.S. | 2011–2021 (global head); total 31 years at JPMorgan | Shared oversight of Commercial Banking Credit Markets; Member, Commercial Banking Operating Committee; Board of Managers, J.P. Morgan Securities LLC |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas Capital Bancshares, Inc. (TCBI) | President & CEO; Director; Chairman (effective April 2025) | 2021–present | TCBI and Texas Capital Bank, N.A. are unaffiliated with DDS |
| UT Austin – McCombs School of Business | Advisory Board member | Current | Also on University Development Board and inaugural executive committee |
| Baylor Health Care System Foundation | Board member | Current | Community leadership role |
| Salesmanship Club of Dallas / Momentous Institute | Member | Longtime | Civic involvement |
Board Governance
- Independence: Holmes is a Class A nominee and is affirmatively determined independent under DDS by-laws and NYSE standards; DDS is a “controlled company” under NYSE rules and is exempt from certain independence requirements .
- Committees: DDS has Audit (Rutledge Chair; Watts; White) and Compensation (Robert C. Connor Chair; Freeman; Hastings) committees; Holmes is not listed as a member of any committee .
- Attendance: Board met four times in fiscal year; all directors attended at least 75% of Board and committee meetings; all directors attended the May 18, 2024 Annual Meeting except Warren Stephens .
- Executive sessions: Non-management directors meet regularly in executive session; a presiding independent director is chosen each session. DDS has no standing Lead Independent Director .
Fixed Compensation
FY 2024 Director Compensation (non-management):
| Component | Holmes | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-management director retainer |
| Committee chair fee | $0 | Audit and Compensation chairs receive $30,000; Holmes does not chair a committee |
| Restricted stock (Class A) | 400 shares; grant-date fair value $173,400; vests 6 months post-issuance | Value based on simple average price at grant; grants vested as of Feb 1, 2025 |
| Total FY 2024 | $273,400 | Sum of cash + stock |
Performance Compensation
- Director equity grants are time-based restricted shares and not performance-conditioned; DDS does not disclose director-specific performance metrics tied to compensation. Equity awards for directors vest six months after grant and are valued at grant-date fair value; no options are granted .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Texas Capital Bancshares, Inc. (TCBI) | Director; Chairman (effective April 2025) | DDS discloses TCBI and its banking subsidiaries are not DDS affiliates; no related-party transactions with TCBI are disclosed . |
Expertise & Qualifications
- Finance and banking expertise from 31-year JPMorgan tenure and current bank CEO role, including global treasury, credit, and investment banking solutions; relevant to DDS credit markets and financial strategy .
- Governance and leadership: Operating committee experience and prior board/manager roles; broad U.S. banking industry relationships .
- Education: BA Economics (UT Austin); MBA (SMU) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 2,900 shares (“<1%”) | As of March 20, 2025; percentage denoted “*” for less than 1% |
| FY 2024 director equity grant | 400 restricted shares; $173,400 grant-date value; vested by Feb 1, 2025 | Time-based vesting only |
| Pledging/Hedging | DDS prohibits directors from hedging company stock; no pledging disclosed for Holmes |
Governance Assessment
- Strengths: Independent status; regular executive sessions; anti-hedging policy; strong finance/banking expertise; no related-party transactions involving Holmes disclosed; satisfactory attendance .
- Alignment: Director pay includes meaningful equity ($173,400 in restricted shares) alongside cash, providing some alignment; no options or performance equity for directors are used .
- Risks/Red Flags:
- Controlled company structure with concentrated voting control may limit independent oversight, and DDS has no Lead Independent Director; independence standards still applied for Class A nominees .
- Holmes assumes TCBI Chair role in April 2025, increasing external commitments; DDS by-laws emphasize sufficient time and commitment for Board service .
- No committee assignment for Holmes reduces direct influence on audit/compensation oversight .
- Related-Party/Interlocks: No DDS-related transactions for Holmes are disclosed; related-party transactions list covers other directors (Stephens Insurance; The Connor Group) but not Holmes .