The following table sets forth the pay versus performance disclosure required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company's pay-for-performance philosophy and how the Company aligns executive compensation with the Company's performance, refer to "Compensation Discussion and Analysis".
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| · · · · · Average · · · Value of Initial Fixed $100 · · · · · · · · · |
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| · · · · · · · Summary · Average · Investment Based on: · · · · · · · · Change in |
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| · Summary · · · · · Compensation · Compensation · · · · Peer Group · · · · · Pre-tax · · Pre-tax |
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| · · Compensation · · Compensation · · Table Total · · Actually Paid · Total · · Total · · Net Income · · Income · · Income |
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| · · Table Total · · Actually Paid · · for Non-CEO · · to Non-CEO · Shareholder · · Shareholder · · (Loss) · · (Loss) · · (Loss) |
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| Year · · for CEO(1) · · to CEO(2) · · NEOs(3) · · NEOs(4) · Return(5) · · Return(6) · · (thousands)(7) · · (thousands)(8) · · (thousands)(9) |
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| (a) · · (b) · · (c) · · (d) · · (e) · · (f) · · (g) · · (h) · · (i) · · (j) |
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| 2024 | | | $4,856,540 | | | $5,739,343 | | | $3,330,122 | | | $2,993,399 | | | $965.99 | | | $184.47 | | | $593,476 | | | $729,701 | | | $(186,916) |
| 2023 | | | 12,451,504 | | | 6,264,698 | | | 5,803,145 | | | 3,242,236 | | | 761.22 | | | 148.62 | | | 738,847 | | | 916,617 | | | (192,850) |
| 2022 | | | 22,596,130 | | | 7,877,373 | | | 10,110,209 | | | 3,845,252 | | | 700.04 | | | 129.17 | | | 891,637 | | | 1,109,467 | | | 21,104 |
| 2021 | | | 12,655,214 | | | 12,757,145 | | | 6,368,921 | | | 6,688,585 | | | 440.50 | | | 116.92 | | | 862,473 | | | 1,088,363 | | | 1,241,767 |
| 2020 | | | 2,935,531 | | | 1,660,011 | | | 1,924,011 | | | 1,169,655 | | | 146.97 | | | 106.91 | | | (71,654) | | | (153,404) | | | (287,295) |
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for William Dillard, II (our Chief Executive Officer and principal executive officer) for each corresponding year in the "Total Compensation" column of the Summary Compensation Table. Refer to "Executive Compensation — Summary Compensation Table." |
| (2) | The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to William Dillard, II, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Dillard during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Dillard's total compensation for fiscal 2024 to determine the compensation actually paid: |
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| · Reported · · · · · · · Exclusion of Reported · · · · · |
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| | Summary | | Reported | | | | Change in the | | | | | |
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| | | Compensation | | Value of | | Equity | | Actuarial Present | | | | Compensation |
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| · · Table Total for · · Equity · · Award · · Value of Pension · Pension Benefit · · Actually Paid to |
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| Year · · CEO · · Awards(a) · · Adjustments(b) · · Benefits(c) · Adjustments(d) · · CEO |
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| 2024 | | $4,856,540 | | $(283,788) | | $283,788 | | $— | | $882,803 | | $5,739,343 |
| (a) | Reflects the grant date fair value of equity awards as reported in the "Stock Awards" column in the Summary Compensation Table for fiscal 2024. The Company did not issue option awards for the year reported. |
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| (b) | As disclosed in the Equity-Based Compensation section of our “Compensation Discussion and Analysis,” the equity awards granted to our NEOs are granted pursuant to the Stock Bonus Plan. Such awards have no vesting requirements and are treated as having “vested” upon grant for purposes of our Option Exercises and Stock Vested table. Accordingly, we have determined that for purposes of calculating equity award adjustments above, the equity |
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awards made pursuant to the Stock Bonus Plan shall be deemed to have been granted and vested in the same year and such fair values shall be identical to the fair values of the awards reported in the Stock Awards columns of the Summary Compensation Table for fiscal 2024.
| (c) | Reflects the amounts reported in "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table for fiscal 2024. |
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| (d) | The total pension benefit adjustments for fiscal 2024 include the aggregate of two components: (i) the actuarially determined service cost for services rendered by Mr. Dillard during the applicable year (the "service cost"); and (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the "prior service cost"), in each case, calculated in accordance with U.S. GAAP. The amounts deducted or added in calculating the pension benefit adjustments are as follows: |
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| · · · · · · · · Total Pension |
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| · · · · · Prior Service · · Benefit |
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| Year | | Service Cost | | Cost | | Adjustments |
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| 2024 | | $882,803 | | $— | | $882,803 |
| (3) | The dollar amounts reported in column (d) represent the average of the amounts reported for the Company's named executive officers (NEOs) as a group (excluding William Dillard, II, who has served as our CEO since 1997) (the “Non-CEO NEOs”) in the "Total" column of the Summary Compensation Table in each applicable year. The names of each of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: Alex Dillard, Mike Dillard, Drue Matheny, Chris B. Johnson and Phillip R. Watts. |
| (4) | The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to the Non-CEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-CEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-CEO NEOs for the applicable year to determine the compensation actually paid, using the same methodology described above in Footnote 2: |
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| · · Average · · · · · · · · · · · · · · · · |
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| · · Reported · · · · · · · · · Average · · · · · · |
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| · Summary · · · · · · · · Reported · · · · · |
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| · Compensation · · · Average · · · · Change in the · · · · Average |
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| · · Table Total for · · · Reported · · Average Equity · · Actuarial Present · Average Pension · · Compensation |
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| · · Non-CEO · · · Value of Equity · · Award · · Value of Pension · Benefit · · Actually Paid to |
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| Year · · NEOs · · · Awards(a) · · Adjustments(b) · · Benefits(c) · Adjustment(d) · · Non-CEO NEOs |
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| 2024 | | $3,330,122 | | | $(145,031) | | $145,031 | | $(860,245) | | $523,522 | | $2,993,399 |
| (a) | Reflects the average grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for fiscal 2024. The Company did not issue option awards for the year reported. |
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| (b) | The equity award adjustments for the Non-CEO NEOs are calculated in the same manner as those of our CEO, as discussed in Footnote 2(b) above. |
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| (c) | Reflects the average amounts for the Non-CEO NEOs reported in "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the Summary Compensation Table for fiscal 2024. |
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| (d) | The amounts deducted or added in calculating the total pension benefit adjustments are as follows: |
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| · · · · · · · · Total |
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| · · · · · · · · Average |
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| | | Average | | Average | | Pension |
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| | | Service | | Prior | | Benefit |
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| Year | | Cost | | Service Cost | | Adjustments |
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| 2024 | | $523,522 | | $— | | $523,522 |
| (5) | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. |
| (6) | Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Apparel Retailers which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the fiscal year ended February 1, 2025. |
| (7) | The dollar amounts reported represent the amount of net income reflected in the Company's audited financial statements for the applicable year. |
| (8) | Pre-tax Income (Loss) is defined as the Company’s income (loss) before income tax provision. The Company has determined that Pre-tax Income (Loss) and the Change in Pre-tax Income (Loss) are the financial performance measures that, in the Company's assessment, represent the most important performance measures (that are not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to Company performance. |
| (9) | Change in Pre-tax Income (Loss) is defined as the change in the Company’s Pre-tax Income (Loss) in the current year compared to the Company’s Pre-tax Income (Loss) for the immediately preceding year. Only increases in positive Pre-tax Income are used in determining compensation actually paid to the Company's NEOs. The Company has determined that Pre-tax Income (Loss) and the Change in Pre-tax Income (Loss) are the financial performance measures that, in the Company's assessment, represent the most important performance measures (that are not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the Company's NEOs, for the most recently completed fiscal year, to Company performance. |
Financial Performance Measures
As described in greater detail in "Compensation Discussion and Analysis," the Company's executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for our incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The Company used fewer than three financial measures to link compensation actually paid to the Company's NEOs for the most recently completed fiscal year to company performance. Accordingly, the list below provides all such measures that were used by the Company to link executive compensation actually paid to the Company's NEOs for the most recently completed fiscal year:
| ● | Positive Changes in Pre-tax Income (Loss) |
In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation Actually Paid and Cumulative TSR. The following graph demonstrates the relationship of the amount of compensation actually paid to William Dillard, II and the average amount of compensation actually paid to the Company's Non-CEO NEOs to the Company's cumulative TSR and the cumulative TSR of the Dow Jones U.S. Apparel Retailers index (which is the Peer Group used in the Pay Versus Performance table) over the five years presented in the table. The Company does not use cumulative TSR as a performance measure in the overall executive compensation program, and equity-based compensation is based on a prescriptive formula based on the amount of cash compensation paid. Refer to "Compensation Discussion and Analysis" for further details of our executive compensation incentive programs.
Compensation Actually Paid and Net Income (Loss). The following graph demonstrates the relationship of the amount of compensation actually paid to William Dillard, II and the average amount of compensation actually paid to the Company’s Non-CEO NEOs with the Company's net income (loss) over the five years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measures Pre-tax Income (Loss) and Change in Pre-tax Income (Loss), which the Company uses when setting the bonus pool in the Company's incentive compensation program. Refer to "Compensation Discussion and Analysis" for further details of this incentive program.
Compensation Actually Paid and Pre-tax Income (Loss) and Change in Pre-tax Income (Loss). The following graphs demonstrate the relationship of the amount of compensation actually paid to William Dillard, II and the average amount of compensation actually paid to the Company’s Non-CEO NEOs with the Company's Pre-tax Income (Loss) and Change in Pre-Tax Income (Loss) over the five years presented in the table. As described above, Pre-tax Income (Loss) is defined as the Company’s income (loss) before income tax provision. The Company has determined that Pre-tax Income and the positive Change in Pre-tax Income are the financial performance measures that, in the Company's assessment, represents the most important performance measures (that are not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company's NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Pre-tax Income and the positive Change in Pre-tax Income when setting bonus pools in the Company's incentive compensation program. Refer to "Compensation Discussion and Analysis" for further details of this incentive program.
