CERTAIN RELATIONSHIPS AND TRANSACTIONS
The following list is a summary of transactions occurring since the beginning of fiscal 2021, or that are currently proposed, (1) in which the Company was, or is to be, a participant, (2) where the amount involved exceeds $120,000, and (3) in which any of the Company’s executive officers, directors, nominees, principal stockholders and other related persons as defined in SEC rules had, or will have, a direct or indirect material interest or which the Company has chosen to voluntarily disclose:
1.
Denise Mahaffy, a Senior Vice President of the Company and Director, is a sibling of William Dillard, II, Drue Matheny, Alex Dillard and Mike Dillard. During fiscal 2021, the Company (a) paid Ms. Mahaffy a total salary of $640,000, (b) made contributions for her benefit in the amount of $124,557 pursuant to the Company’s benefit plans and (c) provided Ms. Mahaffy $7,193 in other compensation benefits. For fiscal 2021, Ms. Mahaffy was also awarded a bonus of $2,720,900 under the Cash Bonus Plan that was paid on April 4, 2022.
2.
William Dillard, III, a Senior Vice President of the Company and Director, is the son of William Dillard, II. During fiscal 2021, the Company paid William Dillard, III a total salary of $660,192 and made contributions for his benefit in the amount of $126,562 pursuant to the Company’s benefit plans. For fiscal 2021, William Dillard, III was also awarded a bonus of $2,720,900 under the Cash Bonus Plan that was paid on April 4, 2022.
3.
Alexandra Lucie, a Vice President of the Company, is the daughter of Alex Dillard. During fiscal 2021, the Company paid Ms. Lucie a total salary of $362,500 and made contributions for her benefit in the amount of $93,842 pursuant to the Company’s benefit plans.
4.
Annemarie Jazic, a Vice President of the Company, is the daughter of Alex Dillard. During fiscal 2021, the Company (a) paid Ms. Jazic a total salary and bonus of $403,750, (b) made contributions for her benefit in the amount of $98,397 pursuant to the Company’s benefit plans and (c) provided Ms. Jazic $5,241 in other compensation benefits.
5.
Michelle Hobbs, Director of Exclusive Brand Shoes for the Company, is the daughter of Alex Dillard. During fiscal 2021, the Company paid Ms. Hobbs a total salary of $230,000 and made contributions for her benefit in the amount of $21,309 pursuant to the Company’s benefit plans.
6.
During fiscal 2021, Stephens Insurance, LLC received commissions from third parties of approximately $1,234,863 in connection with the sale of voluntary insurance benefits to Dillard’s associates. It is estimated that approximately $55,212 of this amount represents commissions from premiums paid by the Company on behalf of associate insurance programs. Stephens Insurance, LLC is wholly-owned directly by Warren A. Stephens.
7.
During fiscal 2021, the Company paid The Connor Group $4,440,801 for agent and design fees and $26,366 for merchandise. William E. (Chip) Connor, II, a director nominee, is the sole ultimate beneficial shareholder of The Connor Group.
All related party transactions described above have been reviewed and approved in accordance with the Company’s policy as described below. It is the policy of the Board, which has been formally adopted in writing as a Board Resolution: (1) to require that related persons disclose to the Board of Directors the material terms of any potential related party transaction, or any material amendment or modification of such a transaction, that may require disclosure in the proxy statement and (2) to provide that the Board of Directors establish in each individual case a group of disinterested directors with the responsibility to review such potential transaction, amendment or modification, to determine whether such transaction is fair to the Company and, if so, to approve or ratify the transaction. Due to the myriad of different situations which could present themselves to this group of directors, no specific standards apply during review of a related party transaction.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who beneficially own more than 10% of the Company’s Class A Common Stock to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of Class A Common Stock.