William E. (Chip) Connor, II
DILLARD'SAbout William E. (Chip) Connor, II
William E. (Chip) Connor, II, age 75, is a Class B director nominee at Dillard’s and Chairman/CEO of William E. Connor Group (Hong Kong), with decades of global sourcing leadership; he also chairs Omega Compliance, a supply chain due diligence firm . He holds a BA from Stanford, an MBA from the University of Southern California (1973), and a JD from Santa Clara (1976) . The Board did not identify Mr. Connor among directors affirmed as independent under NYSE standards; Class A nominees and two Class B nominees (Robert C. Connor and H. Lee Hastings, III) were specifically designated independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| William E. Connor Group (Hong Kong) | Chairman & CEO | Past 5 years (and ongoing) | Leads one of the largest private merchandise sourcing firms serving >60 retailers globally |
| Omega Compliance | Chairman | Past 5 years (and ongoing) | Oversees supply chain compliance, security, inspections; operations across Asia/Europe |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| William E. Connor Group (Hong Kong) | Chairman & CEO | Past 5 years | Named one of the World’s Most Ethical Companies for 13 consecutive years as of 2024 |
| Omega Compliance | Chairman | Past 5 years | Social/ethical compliance, supply chain security, quality inspection |
| Public company boards | — | — | None disclosed in DDS proxy |
Board Governance
- Committee assignments: Not listed as a member/chair of Audit (Rutledge chair; Watts, White), Compensation (Robert C. Connor chair; Freeman, Hastings), or Executive Committee (Alex Dillard, William Dillard II) .
- Independence: Not among directors the Board affirmed as independent under NYSE standards (Class A nominees and two Class B nominees—R.C. Connor, H.L. Hastings—were affirmed) .
- Attendance and engagement: Board met 4 times in FY2024; all directors attended at least 75% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting except Warren Stephens .
- Controlled company: DDS qualifies as a controlled company under NYSE due to W.D. Company’s voting power; exemptions from majority-independent board and independent-only nominating/comp committees apply (though Compensation Committee is currently all-independent) .
- Executive sessions: Non-management directors meet in executive session regularly; a presiding independent director is selected for each session .
- Lead independent director: None; non-management directors designate a presiding director per session .
Fixed Compensation
| Component | FY2024 Amount | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $100,000 | Cash, annual |
| Committee chair fee | $0 (not a chair) | $30,000 only for Audit/Comp chairs |
| Equity grant (restricted shares) | 400 shares; grant-date fair value $173,400 | Vests 6 months after issuance |
| Total FY2024 director comp | $273,400 | — |
Performance Compensation
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Performance-based director pay | N/A | N/A | DDS director pay comprises cash retainer + time-based restricted shares; no performance metrics disclosed |
Other Directorships & Interlocks
| Relationship | Nature | FY2024/FY2025 Activity | Oversight/Process |
|---|---|---|---|
| The Connor Group (supplier) | Payments for agent/design fees and merchandise | $3,120,702 (fees) and $5,000 (merchandise) in FY2024 | Related-party transactions reviewed/approved by disinterested directors per Board policy |
Expertise & Qualifications
- Global sourcing and supply chain: Lifelong sourcing expertise leading a large private buying office serving >60 retailers across regions .
- Compliance oversight: Chairman of Omega Compliance (social/ethical compliance, supply chain security, quality assurance) .
- Legal and business training: MBA (USC) and JD (Santa Clara), complementing operational leadership .
- Ethics signaling: Connor Group recognized by Ethisphere for ethics over consecutive years .
Equity Ownership
| Date (Record) | Class A Shares | Class B Shares | % of Class |
|---|---|---|---|
| March 20, 2025 | 2,400 | — | <1% |
| July 25, 2025 | 2,800 | — | <1% |
- Pledging/hedging: DDS prohibits hedging of company stock by directors; no pledging reported for Mr. Connor (one director, J.C. Watts, disclosed pledging 500 shares) .
- Options/RSUs: No options outstanding; director equity is via restricted shares, which vest after six months .
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY2024 | None disclosed for Mr. Connor in proxy; Section 16(a) compliance issues did not list him |
Governance Assessment
- Independence and conflicts: Not among directors affirmed independent under NYSE standards; DDS disclosed significant supplier payments to The Connor Group, wholly owned by Mr. Connor—this presents a related-party exposure and potential conflict (RED FLAG) .
- Oversight mitigation: DDS uses disinterested-director review/approval for related-party transactions, case-by-case, without fixed standards—process exists but discretion-heavy .
- Board role and engagement: Strong attendance metrics; however, lack of committee roles limits direct involvement in audit/comp oversight .
- Alignment: Personal share ownership is modest (<1%); annual restricted share grants vest on time-based schedule—limited explicit performance alignment for director pay .
- Shareholder signals: Prior say-on-pay support was high (≈98% in 2023), with next advisory vote in 2026—positive overall compensation governance sentiment, though focused on executives rather than directors .
- Policy framework: Anti-hedging policy, insider trading standards, and clawback (Section 10D-compliant) are in place—supportive of investor protection .
RED FLAGS
- Supplier-related-party transactions with The Connor Group (>$3.1M fees) where Mr. Connor is the sole ultimate beneficial shareholder .
- Not identified among directors affirmed independent, alongside controlled company governance exemptions .
- No committee assignments (Audit/Comp/Executive), limiting direct oversight influence .
Positive Signals
- Consistent board/meeting attendance .
- Ethics recognition of Connor Group, and compliance expertise via Omega Compliance .
- Presence of anti-hedging/clawback policies .
Notes on DDS Governance Context
- Controlled company structure under NYSE allows certain governance exemptions; Compensation Committee currently remains all-independent despite exemption .
- Non-management executive sessions with rotating presiding independent director; no formal lead independent director .
- Related-party transaction review by disinterested directors is policy, but standards are discretionary case-by-case .