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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Jan. 28, 2023
Jan. 29, 2022
Jan. 30, 2021
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

 

 

 

Average

 

 

Value of Initial Fixed $100

 

Summary

 

Average

 

Investment Based on:

Change in

 

Summary

Compensation

 

Compensation

 

Peer Group

Pre-tax Net

Pre-tax Net

Compensation

Compensation

Table Total

Actually Paid

 

Total

Total

Net Income

Income

Income

Table Total

Actually Paid

for Non-CEO

to Non-CEO

 

Shareholder

Shareholder

(Loss)

(Loss)

(Loss)

Year

for CEO(1)

to CEO(2)

NEOs(3)

NEOs(4)

 

Return(5)

Return(6)

(thousands)(7)

(thousands)(8)

(thousands)(9)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

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 each year to determine the compensation actually paid:

 

Reported

 

Exclusion of Reported

 

 

Summary

Reported

 

Change in the

 

Compensation

Value of

Equity

Actuarial Present

 

Compensation

Table Total for

Equity

Award

Value of Pension

 

Pension Benefit

Actually Paid to

Year

CEO

Awards(a)

Adjustments(b)

Benefits(c)

 

Adjustments(d)

CEO

2022

$

22,596,130

$

(719,028)

$

719,028

$

(15,186,742)

$

467,985

$

7,877,373

2021

 

12,655,214

 

(63,300)

 

63,300

 

(365,218)

 

467,149

 

12,757,145

2020

 

2,935,531

 

(54,658)

 

54,658

 

(1,718,634)

 

443,114

 

1,660,011

(a)Reflects the grant date fair value of equity awards as reported in the "Stock Awards" column in the Summary Compensation Table for the applicable year. The Company did not issue option awards in any of the years reported.
(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 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 the applicable year.
(c)Reflects the amounts reported in "Change in Pension and Nonqualified Deferred Compensation" column of the Summary Compensation Table for each applicable year.
(d) The total pension benefit adjustments for each applicable year 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:

Total Pension

Prior Service

Benefit

Year

Service Cost

Cost

Adjustments

2022

$

467,985

$

$

467,985

2021

 

467,149

 

 

467,149

2020

 

443,114

 

 

443,114

(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 each year to determine the compensation actually paid, using the same methodology described above in Note 2:

Average

Reported

Average

 

Summary

 

Reported

 

 

Compensation

Average

 

Change in the

 

Average

Table Total for

Reported

Average Equity

Actuarial Present

 

Average Pension

Compensation

Non-CEO

Value of Equity

Award

Value of Pension

 

Benefit

Actually Paid to

Year

NEOs

Awards(a)

Adjustments(b)

Benefits

 

Adjustment(c)

Non-CEO NEOs

2022

$

10,110,209

$

(372,994)

$

372,994

$

(6,565,976)

$

301,019

$

3,845,252

2021

 

6,368,921

 

(44,042)

 

44,042

 

 

319,664

 

6,688,585

2020

 

1,924,011

 

(43,329)

 

43,329

 

(1,056,750)

 

302,394

 

1,169,655

(a)Reflects the average grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The Company did not issue option awards in any of the years reported.
(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.

(c)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:

Total

Average

Average

Average

Pension

Service

Prior

Benefit

Year

Cost

Service Cost

Adjustments

2022

$

301,019

$

$

301,019

2021

 

319,664

 

 

319,664

2020

 

302,394

 

 

302,394

(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 January 28, 2023.

(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 Net Income (Loss) is defined as net income or (loss) before income tax provision. The Company has determined that Pre-tax Net Income (Loss) and the Change in Pre-tax Net 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 Net Income (Loss) is defined as the change in net income or (loss) before income tax provision in the current year compared to net income or (loss) for the immediately preceding year. The Company has determined that Pre-tax Net Income (Loss) and the Change in Pre-tax Net 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. Only increases in positive Pre-tax Net Income are used in determining compensation actually paid to the Company's NEOs.

   
Company Selected Measure Name Pre-tax Net Income (Loss)    
Named Executive Officers, Footnote [Text Block]

(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."

(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.

   
Peer Group Issuers, Footnote [Text Block]

(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 January 28, 2023.

   
PEO Total Compensation Amount $ 22,596,130 $ 12,655,214 $ 2,935,531
PEO Actually Paid Compensation Amount $ 7,877,373 12,757,145 1,660,011
Adjustment To PEO Compensation, Footnote [Text Block]

(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 each year to determine the compensation actually paid:

 

Reported

 

Exclusion of Reported

 

 

Summary

Reported

 

Change in the

 

Compensation

Value of

Equity

Actuarial Present

 

Compensation

Table Total for

Equity

Award

Value of Pension

 

Pension Benefit

Actually Paid to

Year

CEO

Awards(a)

Adjustments(b)

Benefits(c)

 

Adjustments(d)

CEO

2022

$

22,596,130

$

(719,028)

$

719,028

$

(15,186,742)

$

467,985

$

7,877,373

2021

 

12,655,214

 

(63,300)

 

63,300

 

(365,218)

 

467,149

 

12,757,145

2020

 

2,935,531

 

(54,658)

 

54,658

 

(1,718,634)

 

443,114

 

1,660,011

(a)Reflects the grant date fair value of equity awards as reported in the "Stock Awards" column in the Summary Compensation Table for the applicable year. The Company did not issue option awards in any of the years reported.
(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 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 the applicable year.
(c)Reflects the amounts reported in "Change in Pension and Nonqualified Deferred Compensation" column of the Summary Compensation Table for each applicable year.
(d) The total pension benefit adjustments for each applicable year 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:

Total Pension

Prior Service

Benefit

Year

Service Cost

Cost

Adjustments

2022

$

467,985

$

$

467,985

2021

 

467,149

 

 

467,149

2020

 

443,114

 

 

443,114

   
Non-PEO NEO Average Total Compensation Amount $ 10,110,209 6,368,921 1,924,011
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,845,252 6,688,585 1,169,655
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(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 each year to determine the compensation actually paid, using the same methodology described above in Note 2:

Average

Reported

Average

 

Summary

 

Reported

 

 

Compensation

Average

 

Change in the

 

Average

Table Total for

Reported

Average Equity

Actuarial Present

 

Average Pension

Compensation

Non-CEO

Value of Equity

Award

Value of Pension

 

Benefit

Actually Paid to

Year

NEOs

Awards(a)

Adjustments(b)

Benefits

 

Adjustment(c)

Non-CEO NEOs

2022

$

10,110,209

$

(372,994)

$

372,994

$

(6,565,976)

$

301,019

$

3,845,252

2021

 

6,368,921

 

(44,042)

 

44,042

 

 

319,664

 

6,688,585

2020

 

1,924,011

 

(43,329)

 

43,329

 

(1,056,750)

 

302,394

 

1,169,655

(a)Reflects the average grant date fair value of equity awards as reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. The Company did not issue option awards in any of the years reported.
(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.

(c)The amounts deducted or added in calculating the total pension benefit adjustments are as follows:

Total

Average

Average

Average

Pension

Service

Prior

Benefit

Year

Cost

Service Cost

Adjustments

2022

$

301,019

$

$

301,019

2021

 

319,664

 

 

319,664

2020

 

302,394

 

 

302,394

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

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 three 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.

Graphic

   
Compensation Actually Paid vs. Net Income [Text Block]

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 three 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 Net Income (Loss) and Change in Pre-tax Net 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.

Graphic

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid and Pre-tax Net Income (Loss) and Change in Pre-tax Net 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 Net Income (Loss) and Change in Pre-Tax Net Income (Loss) over the three years presented in the table. As described above, Pre-tax Net Income (Loss) is defined as net income (loss) before income tax provision. The Company has determined that Pre-tax Net Income and the positive Change in Pre-tax Net 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 Net Income and the positive Change in Pre-tax Net 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.

Graphic

   
Total Shareholder Return Vs Peer Group [Text Block]

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 three 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.

Graphic

   
Tabular List [Table Text Block]

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 shareholders. The Company uses 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:

Pre-tax Net Income

Positive Changes in Pre-tax Net Income

   
Total Shareholder Return Amount $ 700.04 440.50 146.97
Peer Group Total Shareholder Return Amount 129.17 116.92 106.91
Net Income (Loss) $ 891,637,000 $ 862,473,000 $ (71,654,000)
Company Selected Measure Amount 1,109,467,000 1,088,363,000 (153,404,000)
PEO Name William Dillard, II    
Additional 402(v) Disclosure [Text Block]

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.

   
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Pre-tax Net Income    
Non-GAAP Measure Description [Text Block]

(8)

Pre-tax Net Income (Loss) is defined as net income or (loss) before income tax provision. The Company has determined that Pre-tax Net Income (Loss) and the Change in Pre-tax Net 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.

   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Compensation Actually Paid vs. Other Measure [Text Block]

Compensation Actually Paid and Pre-tax Net Income (Loss) and Change in Pre-tax Net 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 Net Income (Loss) and Change in Pre-Tax Net Income (Loss) over the three years presented in the table. As described above, Pre-tax Net Income (Loss) is defined as net income (loss) before income tax provision. The Company has determined that Pre-tax Net Income and the positive Change in Pre-tax Net 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 Net Income and the positive Change in Pre-tax Net 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.

Graphic

   
Other Performance Measure Amount 21,104,000 1,241,767,000 (287,295,000)
Measure Name Positive Changes in Pre-tax Net Income    
Non-GAAP Measure Description [Text Block]

(9)

Change in Pre-tax Net Income (Loss) is defined as the change in net income or (loss) before income tax provision in the current year compared to net income or (loss) for the immediately preceding year. The Company has determined that Pre-tax Net Income (Loss) and the Change in Pre-tax Net 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. Only increases in positive Pre-tax Net Income are used in determining compensation actually paid to the Company's NEOs.

   
PEO [Member] | Average Reported Value of Stock Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (719,028) $ (63,300) $ (54,658)
PEO [Member] | Average Equity Award Adjustments      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 719,028 63,300 54,658
PEO [Member] | Average Exclusion of Reported Change in the Actuarial Present Value of Pension Benefits      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (15,186,742) (365,218) (1,718,634)
PEO [Member] | Average Pension Benefit Adjustments      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 467,985 467,149 443,114
PEO [Member] | Service Cost      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 467,985 467,149 443,114
Non-PEO NEO [Member] | Average Reported Value of Stock Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (372,994) (44,042) (43,329)
Non-PEO NEO [Member] | Average Equity Award Adjustments      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 372,994 44,042 43,329
Non-PEO NEO [Member] | Average Exclusion of Reported Change in the Actuarial Present Value of Pension Benefits      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,565,976)   (1,056,750)
Non-PEO NEO [Member] | Average Pension Benefit Adjustments      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 301,019 319,664 302,394
Non-PEO NEO [Member] | Service Cost      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 301,019 $ 319,664 $ 302,394