Dillard Family Members Paid $19 Million in 2013

by Gwen Moritz  on Wednesday, Apr. 2, 2014 4:30 pm  

Dillard's CEO William Dillard II.

2013 was not as lucrative as 2012 for the family that controls Dillard's Inc., but eight members of the Dillard family had compensation packages that totaled more than $19 million, according to the annual proxy statement released Wednesday.

None of the five named executive officers — CEO William Dillard II, President Alex Dillard, Executive Vice Presidents Mike Dillard and Drue Dillard Matheny and CFO James I. Freeman — exercised stock options in 2013. In 2012, stock options alone were worth almost $100 million to the three Dillard brothers and sister Matheny.

The proxy announced the date and time for the company's annual shareholder's meeting: 9:30 a.m. on May 17 at the corporate headquarters, 1600 Cantrell Road in Little Rock.

Top executives saw increases in their base salaries in 2013, but smaller cash incentives. 

"The growth in pre-tax income" — about 3 percent — "was less in 2013 than in prior years, producing reduced cash performance bonuses," the proxy explained.

Stock awards were also lower in 2013, but total compensation was generally higher because pension values that had actually decreased in 2012 roared back in 2013.

Some compensation highlights:

  • William Dillard II's base salary reached $1 million for the first time, up from $950,000 in 2012. While his case bonus declined from $3 million to $2.4 million and the value of his stock awards dropped by more than half to $238,796, his total compensation increased to $6.68 million from $4.89 million thanks to an increase of $2.76 million in the value of his pension plan.
  • Alex Dillard's base salary also went up by $50,000, to $970,000. His total compensation was $5.57 million, which includes a $2.4 million bonus identical to his older brother's and stock awards valued at $236,996. Because of an increase in his pension value, his total was up from $4.85 in 2012.
  • Mike Dillard's total compensation was actually down slightly from 2012: $2.31 million versus $2.35 million. He got a raise of $20,000, to $695,000, in his base salary. His cash incentive was $1.04 million, down from $1.3 million the previous year, his stock awards were worth $118,680 (down from $242,710), and the increase in his pension value was up only $320,155.
  • Matheny's base salary also went from $675,000 to $695,000, and her stock awards and bonus were identical to Mike Dillard's. But her total compensation was higher, $2.73 million, because the value of her pension increased by $759,107.
  • Freeman, the only non-family member among the named executive officers, earned a salary of $750,000 — up by $40,000 from 2012. His cash bonus was $1.12 million, down from $1.4 million, and his stock award was cut in half, to $127,841. Unlike the Dillard family members, Freeman's pension value was up dramatically (by $2.7 million) in 2012 and increased by a smaller amount ($952,830). As a result, Freeman's total compensation in 2013 was $3.07 million, down from almost $5.2 million in 2012.

The proxy also reveals the compensation packages of four other members of the Dillard family:

  • Denise Mahaffy, sister of William, Alex, Mike and Drue, was paid a salary and bonus of $700,000 as a vice president of the company, plus $70,689 in unspecified benefits.
  • William Dillard III, son of the CEO, was paid $725,000 in salary and bonus, plus $73,016 in benefits.
  • Alexandra Dillard, daughter of Alex Dillard, was paid $227,500 in salary and bonus as a divisional merchandise manager, plus $20,027 in benefits.
  • Annemarie Dillard, another daughter of Alex Dillard, was paid $180,000 plus $14,781 in benefits as a manager.



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