CERTAIN RELATIONSHIPS AND TRANSACTIONS
The following list is a summary of transactions occurring since the beginning of fiscal 2019, 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, is a sibling of William Dillard, II, Drue Matheny, Alex Dillard and Mike Dillard. During fiscal 2019, the Company paid Denise Mahaffy total salary and bonus of $761,000. During fiscal 2019, the Company also made contributions for the benefit of Denise Mahaffy in the amount of $128,200 pursuant to its benefit plans. For 2019, Denise Mahaffy has been awarded a bonus of $80,300 under the Cash Bonus Plan to be paid at a future date.
2.
William Dillard, III, a Senior Vice President of the Company, is the son of William Dillard, II. During fiscal 2019, the Company paid William Dillard, III total salary and bonus of $759,000. During fiscal 2019, the Company also made contributions for the benefit of William Dillard, III in the amount of $127,900 pursuant to its benefit plans. For 2019, William Dillard, III has been awarded a bonus of $80,300 under the Cash Bonus Plan to be paid at a future date.
3.
Alexandra Lucie, a Vice President of the Company, is the daughter of Alex Dillard. During fiscal 2019, the Company paid Alexandra Lucie total salary and bonus of $383,000. During fiscal 2019, the Company also made contributions for the benefit of Alexandra Lucie in the amount of $86,900 pursuant to its benefit plans.
4.
Annemarie Jazic, a Vice President of the Company, is the daughter of Alex Dillard. During fiscal 2019, the Company paid Annemarie Jazic total salary and bonus of $381,000. During fiscal 2019, the Company also made contributions for the benefit of Annemarie Jazic in the amount of $86,300 pursuant to its benefit plans.
5.
Michelle Hobbs, a Director of Exclusive Brand Shoes for the Company, is the daughter of Alex Dillard. During fiscal 2019, the Company paid Michelle Hobbs total salary and bonus of $247,000. During fiscal 2019, the Company also made contributions for the benefit of Michelle Hobbs in the amount of $23,300 pursuant to its benefit plans.
6.
During fiscal 2019, Stephens Insurance, LLC received commissions from third parties of approximately $1,746,000 in connection with the sale of voluntary insurance benefits to Dillard’s employees. It is estimated that approximately $106,000 of this amount represents commissions from premiums paid by the Company on behalf of employee insurance programs. Stephens Insurance, LLC is wholly-owned directly by Warren A. Stephens.
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.