William Dillard, III
DILLARD'SAbout William Dillard, III
Senior Vice President and Director at Dillard’s, Inc. (DDS); age 54; director since 2021; SVP since 2015. He holds a B.A. from the University of Texas (1993) and an MBA from Northwestern University’s Kellogg School (1999) . He oversees merchandising for cosmetics, ladies’ accessories/lingerie, men’s apparel/accessories, and home/furniture—areas comprising 53% of FY2024 sales . Company performance context: net sales declined modestly over FY2022–FY2024 and pre-tax income normalized from peak levels; 5-year cumulative TSR reached 965.99 (base $100 in 2020), with TSR values of 700.04 (2022), 761.22 (2023), 965.99 (2024) .
Company performance snapshot:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net sales ($mm) | $6,871.1 | $6,752.1 | $6,482.6 |
| Pre-tax income ($000s) | $1,109,467 | $916,617 | $729,701 |
| Net income ($000s) | $891,637 | $738,847 | $593,476 |
| Cumulative TSR index (base $100 in 2020) | 700.04 | 761.22 | 965.99 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dillard’s, Inc. | Phoenix-based merchandising division; various store/buying roles | 1993 (joined) | Early operating experience in stores and buying |
| William E. Connor & Associates, Ltd. | Merchandise sourcing agent (Hong Kong) | Pre-1999 (served “for a time”) | Global sourcing exposure in a leading sourcing firm |
| Dillard’s, Inc. | Corporate HQ merchandising roles; Senior Vice President | 1999 (rejoined) to present; SVP since 2015 | Leads merchandising for categories representing 53% of FY2024 sales |
External Roles
| Organization | Role | Years |
|---|---|---|
| eStem Public Charter Schools; Arkansas for Educational Reform Foundation; St. Vincent Health Systems; Restore Hope; Natural State Initiative | Board member/charitable leadership | Not disclosed |
Fixed Compensation (FY 2024)
| Component | Amount |
|---|---|
| Base salary | $782,500 |
| Company retirement/benefit contributions | $229,897 |
| Other compensation (perqs, etc.) | $3,901 |
| Director pay | Not applicable – employee directors are not separately compensated |
Notes: Non-management directors receive $100,000 cash retainer, 400 restricted shares (vest in 6 months), and $30,000 for Audit/Comp Chair roles; employee directors (including Mr. Dillard, III) do not receive director compensation .
Performance Compensation (FY 2024 design and actuals)
| Incentive | Metric(s) | Target/Formula | Actual FY2024 payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus (Senior Management Cash Bonus Plan) | Company pre-tax income; individual allocation | Pool = 1.5% of pre-tax income + 3.5% of YoY increase (if any); capped at 1% of pre-tax income per participant | $656,700 | Cash (annual) |
| Equity – Stock Bonus Plan | Formulaic stock award | Annual award = 6% of (salary + cash bonus − $15,000) divided by market price on grant date; no vesting | Not individually disclosed for Mr. Dillard, III | Awards “vest” immediately (no vesting) |
Plan governance and risk:
- Cash bonus uses a rules-based pool driven by pre-tax income; FY2024 pool was $10,945,500 (1.5% of $729.7mm pre-tax income; pre-tax declined YoY) .
- Company currently does not grant stock options; policies address timing of equity awards relative to MNPI, and no options were granted to NEOs during restricted windows in FY2024 .
- Clawback policy compliant with Exchange Act Section 10D/NYSE applies to current/former Section 16 officers (3-year lookback; no-fault recovery) .
- Anti-hedging policy prohibits hedging transactions by directors and associates .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 249,864 shares (2.1% of Class A) |
| Breakdown | Direct: 50,444; Trusts (sole voting/dispositive power): 185,765; Spouse: 13,655 (shared power) |
| W.D. Company, Inc. ownership | Owns 1.2% of voting stock of W.D. Company, Inc.; disclaims beneficial ownership of shares held by W.D. Company, Inc. |
| Pledging | No pledge disclosed for Mr. Dillard, III; a pledge is disclosed for another director (J.C. Watts), but not for him |
| Options | Company indicates it is not currently granting options; no outstanding options or unvested stock awards for NEOs as of FY-end (context on option practices) |
Insider trading (recent Form 4s):
- Numerous small open-market purchases during 2024–2025 (e.g., 161 sh on 2/1/2024; 17 sh on 6/27/2024; 135 sh on 1/30/2025), and one notable sale of 3,300 shares on 12/17/2024; continued small buys in 2025 (e.g., 174 sh on 4/27/2025; 21 sh on 5/26/2025; 17 sh on 8/24/2025) .
- Example SEC filing reference (2025-10-29 Form 4 for William T. Dillard III) .
Employment Terms
- Role/tenure: Senior Vice President (since 2015; last five years in role) and Director (since 2021) .
- Severance/Change-in-control: Company states it has not entered into severance or CIC agreements for executives, other than the pension plan feature below .
- Pension plan: Non-qualified defined benefit plan; benefit formula = (years of service × 1.5%) × average of highest 3 years “pension earnings”; CIC triggers a lump sum equal to present value of accrued benefit within 60 days (subject to 280G mitigation) .
- Non-compete/Non-solicit: Not disclosed.
- Insider trading and ethics: Insider trading policies embedded in Code of Conduct; anti-hedging policy prohibits hedging by directors/employees .
Board Governance
- Board service: Director since 2021; employee director, not independent per family relationship and management role .
- Committee roles: Not listed as a member of Audit or Compensation Committees; Executive Committee consists of Alex Dillard and William Dillard, II .
- Attendance: All directors attended at least 75% of board and committee meetings in FY2024 .
- Governance structure: Controlled company under NYSE (W.D. Company, Inc. holds voting control of Class B electing two-thirds of board); permitted exemptions from certain NYSE independence requirements . CEO also serves as Chairman; no Lead Independent Director .
- Executive sessions: Non-management directors meet in regular executive sessions with a presiding independent director selected each session .
Director Compensation (context)
- Non-management directors: $100,000 cash retainer; 400 restricted shares (valued $173,400 on grant date; vest after 6 months); $30,000 additional for Audit/Comp Committee chairs .
- Employee directors: Not separately compensated for board service (applies to William Dillard, III) .
Compensation Peer Group (benchmarking context)
Peer set used for FY2024 compensation analysis included, among others: Abercrombie & Fitch, American Eagle Outfitters, The Children’s Place, DICK’S Sporting Goods, The Gap, Macy’s, Nordstrom, Shoe Carnival, The TJX Companies, Ulta Beauty, Urban Outfitters, Williams-Sonoma; Chico’s removed after going private (Jan 2024) .
Say-on-Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| Last say-on-pay result (2023) | ~98% approval for NEO compensation |
| Frequency vote (2023) | ~89% favored triennial SOP; next SOP at 2026 annual meeting |
Related Party Transactions (governance signals)
- Mr. Dillard, III (SVP and Director): FY2024 compensation disclosed under related party: salary $782,500; company contributions $229,897; other compensation $3,901; bonus $656,700 under the Cash Bonus Plan (paid April 3, 2025) .
- Family relationships across management/board (siblings/cousins) disclosed; company operates as a controlled company .
- Other RPTs include payments to The Connor Group ($3,120,702 agent/design fees), led by director W.E. “Chip” Connor; and commissions/fees to Stephens Insurance (owned by director Warren Stephens) .
Expertise & Qualifications
- Education: University of Texas (B.A.); Northwestern University Kellogg MBA (1999) .
- Skills: Deep end-to-end merchandising expertise (sourcing to selling), leadership in large merchandise categories, talent development .
- Community/charitable leadership: Multiple Arkansas-based educational/health initiatives .
Performance Compensation – Design Details (for pay-for-performance analysis)
- Cash bonus plan anchored to pre-tax income; individual awards derived mechanically from pool allocations, with committee discretion only to reduce/eliminate (no increase above plan formula) .
- Equity via Stock Bonus Plan is formulaic (6% of cash comp above $15k) and vests immediately—aligns with stock value but offers limited retention lock-in relative to time-based RSUs; company is not currently using stock options .
Equity Ownership & Trading Signals
- Meaningful direct/trust ownership (249,864 Class A; 2.1% of class); no pledge disclosure—positive alignment indicator .
- Insider activity pattern shows frequent small open-market purchases through 2024–2025 and one disclosed sale in Dec-2024; net activity skews to ongoing accumulation in small lots (potentially DRIP/periodic buying), albeit with one liquidity event .
Investment Implications
- Alignment: High insider equity ownership, no pledging disclosed, and formulaic stock awards support alignment; however, immediate vesting diminishes retention/friction relative to multi-year RSUs/PSUs .
- Incentive quality: Cash bonuses tied to pre-tax income provide a clear profitability focus; transparency of the pool and caps limits windfalls; the company’s clawback/anti-hedging policies are shareholder-friendly risk controls .
- Retention/transition: Absence of contractual severance or CIC agreements (outside pension) limits downside “golden parachute” risk; pension’s CIC lump-sum feature is the primary change-in-control economic exposure .
- Governance risk: Controlled company, CEO as Chair, no Lead Independent Director, and family prevalence on the board and in management create independence optics and potential related-party risk; nonetheless, board and key committees (Audit, Compensation) report independence per NYSE, and attendance thresholds are met .
- Trading signals: Pattern of periodic small insider purchases by Mr. Dillard, III through 2024–2025, with one sale in Dec-2024, leans supportive of insider confidence but is modest in size—better interpreted as incremental alignment rather than a strong signal .
All document-based facts and figures are sourced to Dillard’s 2025 DEF 14A and 2025 10-K as cited above. Insider transaction details reference public Form 4 aggregators and SEC PDF filings as cited.