Robert C. Connor
DILLARD'SAbout Robert C. Connor
Independent director since 1987 (age 83), Connor is a longtime banking executive and private investor. He began his banking career in Dallas at Mercantile National Bank, later serving as Vice President at Citizens Bank of Jonesboro (1970) and President of The Union National Bank of Arkansas and The Union of Arkansas Corporation (1976). He currently chairs Dillard’s Compensation Committee and is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercantile National Bank (Dallas) | Banking executive | Not disclosed | Early career foundation in banking operations |
| Citizens Bank of Jonesboro (AR) | Vice President | 1970 onward (specific end not disclosed) | Leadership in regional banking |
| The Union National Bank of Arkansas; The Union of Arkansas Corp. | President | 1976 onward (specific end not disclosed) | Led bank and holding company strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sage Telecom (Allen, TX) | Director (prior) | Not disclosed | Prior board experience; current public boards not disclosed |
Board Governance
- Committee assignments: Chair, Compensation Committee; members include James I. Freeman and H. Lee Hastings III . Independence confirmed for Connor per NYSE standards .
- Audit Committee: Reynie Rutledge (Chair), J.C. Watts Jr., Nick White .
- Executive Committee (nominating functions): Alex Dillard and William Dillard II .
- Controlled company: DDS qualifies under NYSE; not required to have a majority independent board or fully independent nominating/comp committees, though all current Compensation Committee members are independent .
- Attendance and engagement: Board met 4 times in FY2024; all directors attended at least 75% of board/committee meetings; non-management directors hold regular executive sessions with a presiding independent director; independent directors also meet at least annually .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-management director cash retainer |
| Committee chair fee (Compensation) | $30,000 | Additional annual fee for committee chairs |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| Total cash (Connor) | $130,000 | As reported |
Performance Compensation
| Equity/Options | Grant detail | Vesting | FY2024 Value |
|---|---|---|---|
| Restricted stock (annual grant) | 400 Class A shares | Vests 6 months after grant | $173,400 grant-date fair value |
| Options | None | — | — |
- Performance metrics tied to director pay: None disclosed; director equity is time-based restricted stock, not performance-based .
- Compensation risk oversight: Compensation Committee reviews risks from compensation policies; may engage outside advisors; in 2024 used Aon plc as independent compensation consultant and assessed its independence .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Not disclosed for Connor |
| Prior public/private boards | Sage Telecom (Director) |
| Interlocks/potential conflicts | None disclosed for Robert C. Connor in related-party section; note that transactions exist with other directors (e.g., Stephens Insurance, The Connor Group of William E. “Chip” Connor II), but not with Robert C. Connor |
Expertise & Qualifications
- Decades of bank leadership and oversight of credit/finance, aligning with Compensation Committee chair responsibilities .
- Independent status and prior board service (Sage Telecom) support governance quality .
Equity Ownership
| Holder | Class A Shares | % of Class | Class B Shares | % of Class | Notes |
|---|---|---|---|---|---|
| Robert C. Connor (as of 3/20/2025) | 78,009 | <1% | — | — | Includes 9 shares owned by spouse |
| Robert C. Connor (as of 7/25/2025) | 78,409 | <1% | — | — | Later snapshot from special meeting proxy |
- Anti-hedging policy: Directors and associates prohibited from hedging company stock; insider trading policies apply .
- Pledging: No pledging disclosed for Robert C. Connor; a separate director (J.C. Watts Jr.) disclosed 500 shares pledged for a personal loan .
Governance Assessment
- Strengths:
- Long tenure and seasoned banking background; chairing Compensation Committee with independent membership .
- Independent designation under NYSE standards; regular executive sessions and active committee oversight of compensation risk .
- Clear director pay structure with modest cash retainer and time-based equity; no complex option awards .
- Watch items / red flags:
- Controlled company status reduces requirements for majority independent board and fully independent nominating committee; investors should monitor independence/leverage of committees (Compensation currently fully independent) .
- Related-party transactions exist at DDS (e.g., Stephens Insurance; The Connor Group of Chip Connor) though none involve Robert C. Connor; continued oversight needed to mitigate conflict risk .
- Say-on-pay signal:
- Last advisory vote (2023) on executive compensation received ~98% approval; frequency set to triennial with ~89% support; next vote in 2026, indicating broad shareholder support for pay programs overseen by the Compensation Committee .
Notes on Data Availability
- Director stock ownership guidelines and compliance status: Not disclosed in the 2025 proxy; Corporate Governance Guidelines and anti-hedging policy are disclosed .
- Individual meeting attendance rates beyond “≥75%”: Not disclosed per-director; company states aggregate compliance .