DEF 14A of Ally Financial Inc.
Filed Mar 21, 2025 · FY20240001193125-25-059841
Director Candidate Biographies
Director Candidate Biographies Set forth here is a brief description of the backgrounds and other characteristics of each director candidate. The skills and experiences listed below are not exhaustive and reflect those most relevant to the directorship role at Ally. These, along with factors described earlier in this section, led the Board and CNGC to conclude that the director candidates should be nominated for election at the Annual Meeting. Franklin W. Hobbs
Director Since: 2009
Director Since: 2009 Ally Board Committees:
Director Since: 2009
| • | Compensation, Nominating, and Governance |
Director Since: 2009
Other Public-Company Directorships:
Director Since: 2009
| • | None |
Career Highlights
Career Highlights Director of Ally since May 2009 and the current Chairman of the Board. Mr. Hobbs served as President and Chief Executive Officer of Ribbon Communications Inc. from December 2017 through November 2019. Since 2004, he has been an advisor to One Equity Partners LLC. He was previously the Chief Executive Officer of Houlihan Lokey Howard & Zukin. In that role, he oversaw all operations, which included advisory services for mid-market companies involved in mergers and acquisitions and corporate restructurings. He previously was Chairman of UBS AG’s Warburg Dillon Read Inc. unit. Prior to that, he was President and Chief Executive Officer of Dillon, Read & Co. Inc. Mr. Hobbs also served as Chairman of the Supervisory Board of BAWAG P.S.K. from March 2013 through March 2017. Mr. Hobbs earned his bachelor’s degree from Harvard College and master’s degree in business administration from Harvard Business School.
Key Skills and Experience
Key Skills and Experience
Key Skills and Experience
| • | Extensive leadership experience in various aspects of financial services including banking, corporate restructuring, and M&A |
Key Skills and Experience
| • | Deep understanding of technology and digital innovation, finance, and risk management frameworks |
Key Skills and Experience
William H. Cary
Director Since: 2016
Director Since: 2016 Ally Board Committees:
Director Since: 2016
| • | Audit (Chair) |
Director Since: 2016
Other Public-Company Directorships:
Director Since: 2016
| • | Rush Enterprises, Inc. |
Career Highlights
Career Highlights Mr. Cary is a former executive of General Electric (GE). During his 29 years at GE, he held several leadership positions in consumer and wholesale finance, as well as in the areas of finance, risk, and capital markets. His roles included the President and Chief Operating Officer of GE Capital and the President and Chief Executive Officer of GE Money in London. He served on the public-company board of SecureWorks Corp. from March 2024 until its acquisition by Sophos Inc. in February 2025. Mr. Cary received his bachelor’s degree in business administration and finance from San Jose State University.
Key Skills and Experience
Key Skills and Experience
Key Skills and Experience
| • | Experience leading financial organizations, including global operations, risk management, and capital markets |
Key Skills and Experience
| • | Extensive consumer and commercial finance experience |
Key Skills and Experience
| • | Experience overseeing new and existing technology strategies through prior career and current outside directorship roles |
Key Skills and Experience
| | 2025 Proxy Statement • 6 |
Key Skills and Experience
Mayree C. Clark
Director Since: 2009
Director Since: 2009 Ally Board Committees:
Director Since: 2009
| • | Audit |
Director Since: 2009
| • | Compensation, Nominating, and Governance |
Director Since: 2009
Other Public-Company Directorships:
Director Since: 2009
| • | Deutsche Bank AG |
Career Highlights
Career Highlights Ms. Clark is the founding partner of Eachwin Capital, an investment management organization which currently serves as her family office. She held a variety of executive positions at Morgan Stanley over a span of 24 years, serving as Global Research Director, Director of Global Private Wealth Management, deputy to the Chairman, President and Chief Executive Officer, and non-executive Chairman of Morgan Stanley Capital International (MSCI). Since May 2018, Ms. Clark has been a member of the Supervisory Board of Deutsche Bank AG, where she chairs the Risk Committee and is a member of the Nomination Committee and the Strategy Committee. She previously served as a director of Taubman Centers, Inc. from January 2018 until its acquisition by Simon Property Group, Inc. in December 2020. Ms. Clark is a member of the Council on Foreign Relations. She received her master’s degree in business administration from Stanford University Graduate School of Business and her bachelor’s degree from the University of Southern California.
Key Skills and Experience
Key Skills and Experience
Key Skills and Experience
| • | Significant experience in all aspects of financial services industry |
Key Skills and Experience
| • | Experience with regulatory frameworks, legal requirements, financial reporting |
Key Skills and Experience
| • | Extensive risk and human capital management experience on a global scale |
Key Skills and Experience
Kim S. Fennebresque
Director Since: 2009
Director Since: 2009 Ally Board Committees:
Director Since: 2009
| • | Compensation, Nominating, and Governance (Chair) |
Director Since: 2009
| • | Technology |
Director Since: 2009
Other Public-Company Directorships:
Director Since: 2009
| • | Albertsons Companies, Inc. |
Director Since: 2009
| • | BAWAG P.S.K. |
Director Since: 2009
| • | BlueLinx Holdings Inc. |
Career Highlights
Career Highlights Mr. Fennebresque served as Chairman, President, and Chief Executive Officer of Cowen Group, Inc., a multinational investment bank, from 1999 to 2008. Prior to joining Cowen Group, he served as Head of the Corporate Finance and Mergers & Acquisitions departments at UBS, as General Partner and Co-Head of Investment Banking at Lazard Frères & Co., and in various positions at The First Boston Corporation. Mr. Fennebresque is a graduate of Trinity College and Vanderbilt Law School. Mr. Fennebresque formerly served on the boards of Ribbon Communications Inc., Delta Tucker Holdings, Inc., Rotor Acquisition Corp., TEAK Fellowship, Fountain House, and Common Good.
Key Skills and Experience
Key Skills and Experience
Key Skills and Experience
| • | Extensive leadership experience in various aspects of financial services, including banking and M&A |
Key Skills and Experience
| • | Industry, finance, and risk management expertise |
Key Skills and Experience
| | 2025 Proxy Statement • 7 |
Key Skills and Experience
Thomas P. Gibbons
Director Since: 2023
Director Since: 2023 Ally Board Committees:
Director Since: 2023
| • | Audit |
Director Since: 2023
| • | Risk |
Director Since: 2023
Other Public-Company Directorships:
Director Since: 2023
| • | Invesco Ltd. |
Director Since: 2010
Director Since: 2010 Ally Board Committees:
Director Since: 2010
| • | Compensation, Nominating, and Governance |
Director Since: 2010
| • | Risk |
Director Since: 2010
Other Public-Company Directorships:
Director Since: 2010
| • | None |
Career Highlights
Career Highlights Ms. Magner was a founding member of Brysam Global Partners, a specialized private-equity firm investing in financial services, and served as a partner from 2007 through December 2019. Prior to that, she served as Chairman and Chief Executive Officer of the Global Consumer Group at Citigroup. In this position, she was responsible for the company’s operations, serving consumers through retail banking, credit cards, and consumer finance. She earned a bachelor’s degree in psychology from Brooklyn College and a master’s degree from Krannert School of Management at Purdue University. Ms. Magner currently serves as a member of the Brooklyn College Foundation and is on the Dean’s Advisory Council for the Krannert School of Management.
Key Skills and Experience
Key Skills and Experience
Key Skills and Experience
| • | Extensive leadership and global operating experience in retail banking and consumer finance |
Key Skills and Experience
| • | Experience executing strategic transactions in consumer finance industry |
Key Skills and Experience
David Reilly
Director Since: 2022
Director Since: 2022 Ally Board Committees:
Director Since: 2022
| • | Audit |
Director Since: 2022
| • | Technology |
Director Since: 2022
Other Public-Company Directorships:
Director Since: 2022
| • | None |
Director Since: 2018
Director Since: 2018 Ally Board Committees:
Director Since: 2018
| • | Risk |
Director Since: 2018
| • | Technology (Chair) |
Director Since: 2018
Other Public-Company Directorships:
Director Since: 2018
| • | GoDaddy, Inc. |
Number of Meetings in 2024: 7
| • | Ally’s executive leadership development and succession planning, the compensation of non-employee directors, and the disclosure of executive compensation matters as required by applicable law; |
Resource Groups for Employees
| Pay Component | Non-Employee Director Compensation | | Annual Cash Retainer | • $90,000(a) | | Annual Equity Retainer | • $145,000(b) | | Annual Retainer—Board Chair | • Cash: $60,000(a) | | | • Equity: $90,000(b) | | Annual Cash Retainer—Committee Chairs(a) | • AC: $60,000 | | | • RC: $60,000 | | | • CNGC: $50,000 | | | • TC: $50,000 | | Annual Cash Retainer—Committee Members(a) | • $20,000 |
2024 Director Compensation Table
2024 Director Compensation Table
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Total ($) | | Franklin W. Hobbs | 170,000 | 225,289 | 395,289 | | Kenneth J. Bacon | 170,000 | 139,003 | 309,003 | | William H. Cary | 170,000 | 139,003 | 309,003 | | Mayree C. Clark | 130,000 | 139,003 | 269,003 | | Kim S. Fennebresque | 180,000 | 139,003 | 319,003 | | Thomas P. Gibbons(b) | 130,000 | 139,003 | 269,003 | | Melissa Goldman(c) | 85,136 | — | 85,136 | | Marjorie Magner | 130,000 | 139,003 | 269,003 |
2024 Director Compensation Table
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2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Total ($) | | David Reilly(d) | 130,000 | 139,003 | 269,003 | | Brian H. Sharples(e) | 171,346 | 139,003 | 310,349 | | Michael F. Steib(f) | 89,399 | — | 89,399 |
2024 Director Compensation Table
(a) Includes Director DSUs received during 2024. The number of Director DSUs granted is determined by the fair market value of Ally’s common stock on the applicable grant date. (b) Mr. Gibbons elected to defer 100% of his cash retainer payments in the form of Director DSUs. (c) Ms. Goldman ceased serving on the Board on August 26, 2024. (d) Mr. Reilly elected to defer 100% of his cash retainer payments in the form of Director DSUs. (e) Mr. Sharples began service as the Technology Chair on March 4, 2024. The earnings reflect the prorated amounts based on service dates. (f) Mr. Steib ceased serving on the Board on May 6, 2024. This amount includes the reimbursement of approximately $35,000 in legal fees. The following table sets forth the aggregate number of Director DSUs held by each non-employee director at December 31, 2024.
Scorecard Process for Assessing Performance and Informing Compensation
Scorecard Process for Assessing Performance and Informing Compensation Ally’s executive compensation program is designed to have a strong link between pay and performance, with a substantial emphasis on long-term performance to align with shareholder interests. In designing the program and setting target compensation for our NEOs, the CNGC considers a multitude of factors including individual performance, internal pay equity, input from our compensation consultant on market data and trends with a focus on our peer group and companies with which we compete for talent, roles and responsibilities, and shareholder feedback. The CNGC annually reviews the compensation of all NEOs for market competitiveness and alignment with the individual’s level of experience, expertise, and responsibility. The CNGC uses a scorecard approach to establish performance expectations, assess performance, and inform compensation decisions to ensure incentive compensation drives performance in a manner that prioritizes safety and soundness and appropriately manages risk, which is essential to long-term value creation in highly regulated financial institutions. The scorecard consists of five pillars, which include key financial metrics, business indicators, risk management indicators, consumer indicators, and cultural indicators. Each pillar includes established objectives and measures and the pillars are weighted in a way that prioritizes “the what” (inclusive of the financial metrics and business indicators) while balancing “the how” (inclusive of the risk management, consumer, and cultural indicators). The CNGC believes this holistic approach to determine total incentive compensation is appropriate for Ally as it provides flexibility to navigate the dynamics of a fluid macro-economic environment while incentivizing NEOs to focus on risk management and execution of our long-term strategic priorities. The CNGC annually evaluates the use of a scorecard, the pillars, and associated objectives and measures. At the beginning of the year, the scorecard is created to align with and support the business plan approved by the Board. The CNGC establishes quantitative and qualitative objectives and measures across each of the five scorecard pillars. The CNGC reviews enterprise performance against the scorecard at regularly scheduled CNGC meetings throughout the year and following the end of the year. The final scorecard review informs determination of the incentive compensation pool, which is capped at 200% of the funding target. The CNGC then reviews each NEO’s individual performance against the pre-established goals together with the NEO’s self-assessment, a leader assessment, and input from control functions to determine the executive’s total incentive compensation for the year, subject to a cap of 200% of the NEO’s target incentive. Through this approach, we believe that incentive compensation for each NEO appropriately reflects their contribution to the company’s performance and their management of risk.
Elements of Compensation
Elements of Compensation Ally’s executive compensation program consists of a fixed base salary and at-risk incentive compensation designed to incentivize performance by aligning compensation to the achievement of performance metrics and strategic objectives outlined in the scorecard. Once approved, each NEO’s total incentive compensation is allocated across annual cash incentive, PSUs, and RSUs, according to a formulaic mix that is significantly weighted towards long-term compensation. In 2024, the CEO’s incentive was allocated 30% annual cash incentive and 70% long-term incentive award, comprised 60% of PSUs and 40% of RSUs. For all other NEOs, the incentive is allocated 40% annual cash incentive and 60% long-term incentive award, comprised 50% of PSUs and 50% of RSUs. These awards are made within two months after the performance year has concluded. To further incentivize long-term performance, the PSUs are subject to the achievement of additional long-term performance goals. The grant date fair value of PSUs is set as an allocation of the total incentive, which is determined by annual performance relative to the scorecard. The ultimate value received from the portion of the incentive that is allocated to PSUs is based on the level of attainment of the performance goals over an additional three-year performance period. For PSUs and RSUs, a cash amount equivalent to any dividends declared over the vesting period is accumulated and paid at or after the time of settlement. A graphical overview of the compensation elements and scorecard approach is provided below.
2024 Performance and Incentive Awards
2024 Performance and Incentive Awards 2024 Scorecard At the beginning of 2024, the CNGC established the scorecard for the year based on the business plan approved by the Board. We have established baseline targets for each of our enterprise key performance indicators (KPIs) over a three-year financial plan horizon. These targets and forecasts are based on a combination of market analysis, competitive benchmarking, execution capabilities, and stakeholder expectations. Targets and KPIs are assessed on an annual basis. The year-over-year decline in certain financial metrics was reflective of the broader macro-economic environment, specifically interest rate volatility and the cumulative impact of inflation pressuring consumer health. Given the uncertainty in the macro environment, we continue to assess alternate scenarios that contemplate a variety of interest rate environments and credit conditions. These alternate scenarios inform the target ranges in the CNGC scorecard. In addition, we monitor KPIs to manage to our risk appetite as set by the Risk Committee. These key performance indicators and targets are shared and reviewed regularly by the Board and were considered by the CNGC when approving the 2024 scorecard. In 2024, Ally continued to navigate a dynamic operating environment that included volatility in interest rates and a consumer burdened by cumulative inflationary pressure. These near-term headwinds impacted the key financial metrics within the scorecard, which ended the year at the low end of the target ranges approved by the Board during the annual financial plan. While key financial metrics results were within the target range, the CNGC determined an overall achievement of “below target” because performance was at the low end of the target ranges for each of the key
2024 Performance and Incentive Awards
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2024 Performance and Incentive Awards
financial metrics. Operationally, many aspects of our businesses performed at record levels indicative of our underlying momentum and support for return expansion over time. As a result, the CNGC determined that Ally achieved “at target” for business indicator metrics. Additionally, the CNGC considered the continued strength of our brand and our culture of customer obsession that spans all layers of the organization. In doing so, the CNGC determined that Ally achieved “above-target” performance in the three remaining scorecard pillars—risk management, consumer and cultural. Given the heavier weighting the scorecard places on financial performance (financial metrics and business indicators), the incentive pool was funded “below target.” The 2024 scorecard and performance outcomes are shown below, followed by context for performance within each of the five pillars that was considered by the CNGC in assessing overall achievement.
2024 Performance and Incentive Awards
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2024 Performance and Incentive Awards
2024 Performance Relative to Scorecard We believe that our “Do It Right” culture is a competitive advantage and that remained a top priority for the Board and our leadership team throughout 2024. We took care of our employees, who in turn took care of our customers and communities, driving long-term value for our stakeholders despite a dynamic operating environment. The below provides additional detail on Ally’s performance across each of the five scorecard pillars and highlights how the measures support our strategic objectives.
2024 Performance and Incentive Awards
| • | Key Financial Metrics: 2024 target ranges for key financial metrics were established at the beginning of the year and aligned with investor guidance announced in January 2024. The ranges reflected the dynamic operating environment and in some cases the low-end was slightly below 2023 actual performance given the outlook for margin and credit as interest rates remained volatile, and the cumulative impact of inflation weighed on consumer credit. Reflecting on the year, 2024 earnings were pressured by near-term headwinds in margin, and total adjusted revenue was at the low-end of our targeted range, achieving “at target” performance. Margin pressure and lower balance sheet growth as we prioritized near-term capital levels was offset by continued expansion of other revenue from businesses like Insurance and products such as SmartAuction, our digital auction platform. Consolidated net charge-offs were at the high-end of our range as higher than expected retail auto net charge-offs were partially offset by strong commercial credit performance across our Auto and Corporate Finance businesses. As a result, the CNGC determined the performance was “at target”. As it relates to operating expenses, CNGC determined results were “at target” as leadership delivered on expense guidance which included the first year-over-year decline in controllable expenses since 2015. Total operating expenses were in-line with the target as strategic growth in our Insurance business resulted in higher expense dollars that are offset by higher revenue; ongoing expense initiatives helped moderate costs to mitigate margin and credit headwinds. Additionally, the CNGC assessed core pre-tax income, which was within the low end of our target range and assessed “at target.” While performance was in line with the range of target outcomes, the CNGC ultimately determined an overall rating of “below target” because performance was at the low end of the target ranges for each of the key financial metrics. |
2024 Performance and Incentive Awards
| • | Business Indicators: Our Dealer Financial Services business demonstrated the value of our strength and scale in the marketplace as we saw robust origination volume of $39.2 billion sourced from a record 14.6 million applications, compared to target origination volume of $40.0 billion. While consumer auto originations were below the $40.0 billion scorecard target, the CNGC assessed this as “at-target” performance given the intentional focus during the year on risk-adjusted returns rather than volume. In addition, our Insurance business continued its strong growth, reflective in strong fee revenue and investment income from supportive equity markets. Insurance written premiums achieved “above target” performance, as $1.5B of written premiums were the highest since Ally’s IPO. On the Deposits side, our portfolio is made up of high-quality retail deposits, which represent 89% of funding and are 92% FDIC insured. As we’ve achieved core funded status, our need for balance growth has declined; however, we have remained focused on customer growth and growing value beyond rate paid. We grew deposits from primary customers to 3.3 million by focusing on portfolio optimization and customer engagement, resulting in “at target” performance. Additionally, our Corporate Finance business delivered record earnings in 2024 which included zero net charge-offs. Public markets opened throughout the year and we saw headwinds to portfolio growth given our continued focus on risk management and returns rather than growth in isolation. End of period held-for-investment loans were determined to be “below target” as balances of $9.6 billion were below the low end of the range. By assessing performance relative to targets and taking into consideration the strength of operational trends, the CNGC determined that business indicators performed “at target” collectively. |
2024 Performance and Incentive Awards
| • | Risk Indicators: Ally’s leadership team continued to prioritize risk-based returns throughout the year and took intentional capital actions to build excess capital and grow shareholder value. We ended 2024 with $68.5 billion total available liquidity, well above the target of $61.0 billion and representing 5.9 times uninsured deposit balances reflecting our strong liquidity position. Capital allocation continued to be a top priority, and in 2024, we leaned into optimization with a focus on growing our highest returning and scaled businesses, while paring back in other areas to better serve our dealer and consumer customers and grow excess capital. Repurchases remain paused, which supports capital levels and we also issued our first two credit-linked notes (CLNs) tied to retail auto assets which provided additional capital support by reducing risk-weighted assets (RWA) density. As it relates to common equity tier 1 (CET1), we ended the year at 9.8% which is above our internal target of 9.0% and stress capital buffer (SCB) minimum of 7.1%. Interest rate volatility continued to impact AOCI, but we ended the year at ($3.9B) which was determined to be “below target” given it was slightly below the benchmark and considering management’s ongoing action to manage interest rate risk evidenced by continued hedging activity. In assessing performance across the metrics, the CNGC determined the risk indicators performed “above target” collectively. |
2024 Performance and Incentive Awards
| • | Consumer and Cultural Indicators: Our strong brand and culture weathered the challenges of 2024, and our scorecard achievement levels reflect that. We retained a high level of brand awareness, exceeding target levels set to ensure we have a sufficient pool of customers to convert. We continued to increase our customer satisfaction and deposit customer retention rates, ending the year exceeding the target ranges which remained consistent with prior years. Our reputation score of 68.4 remained strong and was within the target range ensuring that we are consistent with industry standards. Additionally, we exceeded targets for all cultural indicators, as we maintained our position as |
2024 Performance and Incentive Awards
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2024 Performance and Incentive Awards
| a progressive employer of choice with a strong culture as reflected in low attrition, engagement, and belonging scores above the financial services benchmarks, and employee engagement in the top 10% of the global benchmark. |
2024 Incentive Awards
2024 Incentive Awards The CNGC determined incentive compensation would be paid below target for all NEOs other than Ms. Mehlman and Ms. Morais. Factors considered in approving each NEO’s incentive compensation can be found in the 2024 Individual Performance and Compensation Decision section. Ms. Mehlman’s incentive was prorated for her one month of employment in 2024, and Ms. Morais’ incentive was prorated and based on performance for service in the first half of 2024. In connection with the realignment of the executive team, the CNGC undertook a thorough assessment to inform 2025 incentive target setting, resulting in an increase in target incentive values for our continuing NEOs. This evaluation reflected new responsibilities where applicable, an analysis of the compensation for our peers and the market in which we compete for talent, and the experience and performance of the individuals in the roles. This assessment was supported by the Committee’s independent compensation consultant. The following table provides detail on 2024 total incentive compensation, which is then allocated to annual cash incentive, RSUs, and PSUs per a formulaic mix (as described under Elements of Compensation). All dollar values below represent $ millions.
2024 Incentive Awards
| NEO | 2024 Target Incentive Compensation | 2024 Actual Incentive Compensation | 2024 % of Target | 2025 Target Incentive Compensation | | Michael G. Rhodes | 10.5 | 10.3 | 98% | 12.5 | | Douglas R. Timmerman | 4.0 | 3.7 | 94% | 4.6 | | Russell E. Hutchinson | 4.5 | 4.0 | 89% | 4.5 | | Hope D. Mehlman(a) | 0.2 | 0.2 | 100% | 2.8 | | Stephanie N. Richard | 1.9 | 1.8 | 96% | 2.2 | | Kathleen L Patterson | 1.9 | 1.8 | 96% | 2.2 | | Former NEOs(b) | | | | | | Diane E. Morais(c) | 1.9 | 1.9 | 100% | — | | Jason E. Schugel | 1.9 | 1.6 | 85% | — |
2024 Incentive Awards
(a) For Ms. H Mehlman, target incentive compensation was prorated for 2024 service. (b) Mr. J Brown was not eligible for 2024 incentive compensation. (c) For Ms. D Morais, target incentive compensation was prorated for 2024 service.
2025 PSU Awards
2025 PSU Awards The PSUs granted to our NEOs in 2025 were awarded based on incentive allocation for 2024 performance. The 2025 PSUs vest following a three-year performance period based on achievement of Core ROTCE (excluding OCI) and a relative TSR performance modifier. The CNGC believes that these two metrics align executive compensation with the Company’s operating performance, risk appetite, and long-term shareholder returns, while providing for a potential payout adjustment based on the Company’s TSR performance against its compensation peer group. The CNGC establishes threshold, target, and maximum goals, along with TSR performance modifier thresholds, that appropriately challenge management and align with shareholder priorities. For the 2025 PSUs, the Core ROTCE Threshold was updated to 50% for
2025 PSU Awards
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2025 PSU Awards
achievement of 6.0% (from the 25% threshold for achievement of 4.5% for the 2024 PSUs). The following table provides additional information considered by the CNGC in selecting each performance metric.
2025 PSU Awards
| PSU Metric | Weight | Reason for Inclusion | | Core ROTCE (excluding Other Comprehensive Income (OCI)) (a) | 100% | A performance metric widely used in the banking industry that incentivizes management to effectively allocate capital and produce an appropriate return on shareholder’s equity. Core ROTCE, and the incorporated adjustments, provides a clear view of the underlying operational performance of the Company by excluding non-recurring or unique items which may impact the P&L but don’t convey the ongoing financial results of the Company. The metric aligns with what is provided to investors during quarterly earnings releases and highlighted across earnings documents. | | Relative TSR | Modifier | Intended to align the interests of management with shareholders by incentivizing performance that results in shareholder returns that are favorable to our compensation peer group |
2025 PSU Awards
(a) This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations.
2025 PSU Awards: Performance Period 1/1/2025 – 12/31/2027
2025 PSU Awards: Performance Period 1/1/2025 – 12/31/2027 Under the Incentive Compensation Plan which governs our PSUs, the CNGC may exclude from Core ROTCE the impact of designated items so the performance reflects the underlying operational execution of management and payout levels are not artificially inflated or impaired by factors not reflective of ongoing operation of the business. Similar to prior years, when calculating Core ROTCE the impact of accumulated OCI within the denominator of the calculation will be excluded. The CNGC believes that removing accumulated OCI from the denominator of Core ROTCE is appropriate given the impacts are not reflective of the Company’s earnings and sustainable return profile, it eliminates the potential for inflated ROTCE figures if OCI losses increase across the performance period, and it more closely aligns with shareholders’ assessment of the Company’s financial performance. Refer to Appendix A of this proxy statement for details on additional designated items.
2024 Individual Performance and Compensation Decisions
2024 Individual Performance and Compensation Decisions The compensation decision tables that follow are meant to provide insight into the individual contributions each NEO made to the scorecard objectives which the CNGC considered in determining incentive compensation. The tables are not meant to be substitutes for the Summary Compensation Table set forth later in this proxy statement but are provided to show the individual contributions of each NEO to the scorecard objectives and the individual compensation approved by the CNGC for the NEOs’ performance for 2024. The values and other information in these tables differ from those shown in the Summary Compensation Table due to SEC rules requiring that equity-based awards be reported based on the year of grant rather than the service year to which they relate. Accordingly, the PSUs and RSUs reflected in the following tables will be reported in next year’s Summary Compensation Table, as they were effective or granted in 2025. The value of PSUs assume that the related performance goals are achieved at target levels. For further information on all long-term incentive awards, refer to Ally’s Executive Compensation Program—Elements of Compensation earlier in this CD&A.
2025 Performance Scorecard
2025 Performance Scorecard In response to shareholder feedback, the CNGC is committed to providing a consistent level of transparency regarding the scorecard on a go-forward basis. The 2025 scorecard follows the same structure as the 2024 scorecard detailed above and incentivizes the same objectives to drive shareholder value. The 2025 scorecard will utilize the same metrics as 2024, with the exception of adding auto application volume as a business indicator metric and removing AOCI. As a part of its annual review, the CNGC determined to add auto application volume as a business indicator metric given Ally’s strategic focus. Ally is focused on risk-adjusted returns rather than volume, and the inclusion of application volume as a standalone metric to complement origination volume provides additional context for investors to assess Ally’s ability to decision applications relative to what origination volume is ultimately originated. AOCI was removed as a business indicator as the vast majority of prospective movements within AOCI are driven by changes in underlying interest rates rather than management actions.
Mr. Rhodes
| • | Make-whole equity grants with an aggregate grant date value of $16.2 million, which consisted of (a) $4.2 million (at target) in PSUs that will be earned and will vest subject to the same terms and conditions as PSUs granted to the other Ally NEOs in 2024 and (b) $12 million in RSUs that vest one-third on each of December 11, 2024, December 11, 2025 and December 11, 2026, subject to his continued employment on such date and which are otherwise subject to the terms and conditions that apply to our 2024 equity awards to our NEOs. |
Mr. Rhodes
The value of the make-whole compensation is the economical equivalent to what Mr. Rhodes forfeited at his prior employer to join Ally. The value of his go-forward equity award will be heavily performance based (see “Ally’s Executive Compensation Program” on page 41 for more detail on Mr. Rhodes’ go-forward target compensation). In addition, if within 12 months after the Effective Date, Ally terminates Mr. Rhodes’s employment without cause in the absence of a change in control, he will receive a lump sum cash payment equal to two times his then current annual base salary if and to the extent that the Ally Financial Severance Plan or a successor plan does not provide him with such a payment, subject to his signing and not revoking a release of claims against Ally and its affiliates.
Ms. Mehlman
| • | A one-time cash award of $3.55 million to offset certain prior employer compensation that was forfeited or otherwise forgone which included equity awards that were due to vest in 2025, the estimated value of her 2024 cash incentive, and a forthcoming change-in-control payment. This award is subject to repayment if her employment is terminated for cause or if she voluntarily resigns within the first 12 months of her employment. |
Ms. Mehlman
| • | Make-whole RSUs with an aggregate grant date value of $3.35 million that will vest and settle in three equal annual installments on the first, second, and third anniversaries of the grant date, subject to continued employment on such date and which are otherwise subject to the terms and conditions that apply to our 2024 equity awards to our named executive officers. |
Ms. Mehlman
| • | The value of the equity awards was economically equivalent to what she forfeited to join Ally. |
Other Agreements with NEOs
| • | On November 20, 2024 Ally announced that Jason E. Schugel transitioned from his position as Chief Risk Officer and into the role of Senior Operating Advisor at the Company’s request (termination without cause). In connection with his transition, Mr. Schugel and Ally entered into a Transition Services and Release Agreement under which Mr. Schugel will continue to receive his base salary and remain eligible for equivalent benefits and perquisites until his departure from Ally on or before March 31, 2025. He remained eligible for his 2024 incentive, as determined by the CNGC, at no less than 80% of the target value of $1.85 million, 40% to be paid in cash and 60% in RSUs settled one-third on each of the first, second, and third anniversaries of the grant date (without requirement of further employment). Such grants were made at the same time as the 2024 grants to other NEOs. Mr. Schugel will also receive a one-time cash payment in 2025 of $700,000 for his retention and service as Senior Operating Advisor and to support a smooth transition through no later than March 31, 2025. He is also eligible to receive outplacement assistance, executive network and/or executive coaching fees and/or legal or financial advice up to a maximum of $20,000. Mr. Schugel will not receive severance and is not eligible for a 2025 incentive award. The value of the payment was structured to align with the provisions under Ally’s severance program. The Agreement includes terms and conditions governing Mr. Schugel’s provision of services to Ally until his departure, his general release of claims subject to customary exceptions, his obligations of confidentiality and cooperation, and other customary provisions. |
Other Agreements with NEOs
The agreement provides for Mr. Schugel: (1) to fully vest on the Transition End Date in his then unvested time-based equity awards, including restricted stock units and “Own It Awards,” with each such award settling as originally scheduled, and (2) to fully vest on the Transition End Date in his then unvested performance-based stock unit awards, with each such award settling as originally scheduled subject to (a) the achievement of the related performance goals and (b) if the achievement of the related performance goals exceeds the target, a proration of the number of shares distributable in excess of the target number of shares based on the number of calendar days during the performance period when he was employed by Ally.
Summary of Outstanding PSUs
Summary of Outstanding PSUs Each outstanding PSU awarded to our NEOs has a cumulative three-year performance period. Earned PSUs vest and settle in cash following the conclusion on the performance period. A cash amount equivalent to any dividends declared during the vesting period is accumulated and paid at or after the time of settlement based on the number of PSUs earned at the conclusion of the performance period. PSUs pay out between 0% and 150% of target based on the achievement of the predetermined goals for Core ROTCE and TSV Growth Rate for 2022 PSU awards. PSUs granted in 2023 and 2024 pay out between 0% and 150% of target based on Core ROTCE (excluding OCI) and then a relative TSR performance modifier is applied as detailed below (see 2025 PSUs earlier in this CD&A for additional details). PSU payouts are determined using linear interpolation between the two nearest performance levels.
Summary of Outstanding PSUs
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2022 Long-Term PSU Awards
2022 Long-Term PSU Awards The three-year performance period for PSUs granted in 2022 is complete and the CNGC has certified the following results. After five years of strong PSU performance, 2022 awards were negatively impacted by the unprecedented tightening of interest rates. These higher interest rates resulted in unrealized losses on Ally’s securities portfolio and a temporary reduction in tangible book value per share, which is a key component of the 2022 PSUs. Despite the lower TSV, Ally delivered strong results on Core ROTCE, which reflects management’s continued focus on driving shareholder return. The PSU calculation included adjustments for items designated by the CNGC at the time of grant, which primarily included the effect of impacts associated with acquisition activity and litigation settlements. As a result of these performance levels, PSUs granted in 2022 vested at 32% of target.
2022 Long-Term PSU Awards
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2022 Long-Term PSU Awards
The goals established by the CNGC for the PSUs granted in 2023 and 2024 follow: (a). This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations.
Compensation Consultant
Compensation Consultant FW Cook served as an independent compensation consultant to the CNGC during 2024 and for the 2024–2025 compensation cycle. The CNGC is directly responsible for the appointment, compensation, and oversight of the work of FW Cook. FW Cook provides ongoing advice with respect to the compensation plans covering the executives, including our NEOs, and non-employee directors. FW Cook, as requested, attends meetings of the CNGC involving compensation matters, reviews compensation materials developed by management in advance of the CNGC meetings, and shares information on market practices and trends with the CNGC. FW Cook undertakes no separate work for Ally. The CNGC assessed the independence of FW Cook under applicable NYSE listing standards and SEC rules and determined that its work for the CNGC does not raise any conflicts of interest.
Compensation Peer Group
Compensation Peer Group The CNGC, with input from FW Cook as its compensation consultant, annually reviews and approves the peer group used in assessing compensation competitiveness. In its review, the CNGC primarily considers the following factors:
Compensation Peer Group
| Industry Screen | Size and Scale | Talent Competitors | Direct Business Competitors | | U.S. publicly traded companies in the banking and consumer-finance industries | Companies with total assets or net revenue between one-third and three-times the size of Ally | Companies with whom Ally competes for senior executive talent | Companies with whom Ally competes for business |
Compensation Peer Group
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Compensation Peer Group
The CNGC also considers peers that are identified by the investor community, peers of our selected peers, and companies that include Ally within its peer group. Ally’s peer group is set forth in the following table. The CNGC determined to keep the same peer group as used in 2023, except for removing the following companies which were dissolved or acquired: First Republic Bank, Signature Bank, and SVB Financial. The following chart shows how Ally compares to its 2024 peer group for some relevant metrics. In approving the peer group for 2024, the CNGC noted the scarcity of firms that are reflective of Ally’s structure, risk profile, complexity, activities, and size—more specifically, a company with a highly regulated all-digital bank, no brick-and-mortar branches, its initial public offering 10 years ago, nearly $200 billion in assets, and its largest business centered around secured consumer auto financing. As a result, peer-group data is only one factor among many considered by the CNGC in assessing performance—especially long-term value creation for shareholders—and determining executive compensation.
No Executive Employment Agreements
No Executive Employment Agreements The NEOs are employed on an at-will basis, and no NEO is party to an employment agreement with the Company.
Severance
Severance The NEOs are eligible for benefits under the Ally Financial Inc. Severance Plan. See Potential Payments Upon a Termination later in this proxy statement.
Summary Compensation Table
Summary Compensation Table The following table sets forth specified information regarding the compensation paid by the Company during 2024, 2023 and 2022, and the cash bonuses awarded in respect of each of these years, as applicable, to the NEOs.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(a) | Bonus ($)(b) | Stock Awards ($)(c) | All Other Compensation ($)(d) | Total ($) | | Michael G. Rhodes Chief Executive Officer | 2024 | 634,615 | 3,087,000 | 16,200,061 | 1,018,832 | 20,940,509 | | Douglas R. Timmerman President, Dealer Financial Services and Former Interim Chief Executive Officer | 2024 | 750,000 | 1,480,000 | 2,313,780 | 61,119 | 4,604,901 | | | 2023 | 750,000 | 1,540,000 | 10,703,257 | 59,190 | 13,052,447 | | | 2022 | 732,692 | 1,800,000 | 2,794,695 | 50,006 | 5,377,393 | | Russell E. Hutchinson Chief Financial Officer | 2024 | 750,000 | 1,600,000 | 2,703,825 | 185,625 | 5,239,449 | | | 2023 | 346,154 | 1,800,000 | 4,250,050 | 1,154,982 | 7,551,186 | | Hope D. Mehlman Chief Legal and Corporate Affairs Officer | 2024 | 25,000 | 90,164 | 3,111,745 | 3,550,507 | 6,777,416 | | Stephanie N. Richard Chief Risk Officer | 2024 | 638,462 | 720,000 | 928,800 | 53,043 | 2,340,305 | | Kathleen L. Patterson Chief Human Resources & Corporate Citizenship Officer | 2024 | 600,000 | 730,000 | 903,821 | 52,809 | 2,286,630 | | Jeffrey J. Brown Former Chief Executive Officer | 2024 | 126,923 | — | 8,125,017 | 42,456 | 8,294,398 | | | 2023 | 1,000,000 | 4,375,000 | 7,965,789 | 53,595 | 13,394,384 | | | 2022 | 1,000,000 | 4,287,500 | 9,104,715 | 47,008 | 14,439,223 | | Diane E. Morais Former President, Consumer & Commercial Banking | 2024 | 406,731 | 750,000 | 3,318,807 | 2,535,663 | 7,011,201 | | | 2023 | 750,000 | 1,460,000 | 2,343,279 | 43,847 | 4,597,126 | | | 2022 | 732,692 | 1,560,000 | 2,704,709 | 38,623 | 5,036,024 | | Jason E. Schugel Former Chief Risk Officer | 2024 | 650,000 | 628,000 | 878,803 | 41,985 | 2,198,787 | | | 2023 | 650,000 | 875,000 | 1,703,273 | 39,777 | 3,268,050 |
Summary Compensation Table
(a) The amounts in this column reflect the actual amounts of salary paid to the NEOs in the relevant fiscal year. For the NEOs’ current base salaries, see Compensation Discussion and Analysis—2024 Performance Results and Compensation Decisions earlier in this proxy statement. (b) The amounts in this column for 2024 represent the annual cash bonuses paid to the NEOs in February 2025 in respect of 2024 performance, based on achievement of the CNGC’s assessment of overall Company and individual performance. For additional information on these bonuses, see Compensation Discussion and Analysis—Ally’s Executive Compensation Program earlier in this proxy statement. (c) These amounts reflect the aggregate grant date fair values of the RSUs and cash-settled PSUs granted under the ICP to the NEOs, in each case, calculated in accordance with FASB ASC Topic 718. The actual value that the NEOs will realize for these awards is a function of the value of the underlying shares if and when these awards vest and, for the PSUs, the level of attainment of the applicable performance goals. The amounts for the PSUs granted in 2024 were calculated based on the probable outcome of the performance conditions as of the grant date, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718. For these amounts, see the Grants of Plan-Based Awards in 2024 table later in this proxy statement. The following are the values of the 2024 PSUs as of the grant date assuming attainment of the maximum level of performance: Mr. Rhodes, $7,262,744; Mr. Timmerman, $2,079,017; Mr. Hutchinson, $2,430,056, Ms. Richard $666,055, Ms. Patterson, $648,042, Mr. J. Brown, $7,312,515, Ms. Morais, $1,971,010; and Mr. Schugel, $630,030.
Summary Compensation Table
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Summary Compensation Table
(d) This column includes the incremental cost of certain perquisites and other personal benefits provided to the NEOs. For 2024, these amounts include:
Summary Compensation Table
| | Michael G. Rhodes | Douglas R. Timmerman | Russell E. Hutchinson | Hope D. Mehlman | Stephanie N. Richard | Kathleen L. Patterson | Jeffrey J. Brown | Diane E. Morais | Jason E. Schugel | | Financial Counseling(a) | $10,000 | $10,000 | $— | $— | $10,000 | $10,000 | $10,000 | $— | $— | | Executive Physical(b) | 2,434 | 2,434 | 2,434 | — | 2,434 | 2,434 | 2,434 | 2,434 | 2,434 | | Liability Insurance(c) | 1,071 | 1,601 | 1,601 | 126 | 1,601 | 1,601 | 1,601 | 1,601 | 1,601 | | Relocation(d) | 84,048 | — | 143,087 | — | — | — | — | — | — | | Other(e) | 900 | — | — | — | — | — | — | — | — | | Total perquisites | 98,453 | 14,035 | 147,123 | 126 | 14,035 | 14,035 | 14,035 | 4,035 | 4,035 | | College Save Up Program(f) | — | 1,100 | — | — | 1,100 | 1,100 | 200 | — | — | | Life Insurance(g) | 6,579 | 11,484 | 4,002 | 381 | 3,407 | 3,174 | 621 | 4,029 | 3,450 | | 401(k) Matching Contribution(h) | 13,800 | 34,500 | 34,500 | — | 34,500 | 34,500 | 27,600 | 27,600 | 34,500 | | Make-Whole / Transition Award(i) | 900,000 | — | — | 3,550,000 | — | — | — | 2,500,000 | — | | Total All Other Compensation | $1,018,832 | $61,119 | $185,625 | $3,550,507 | $53,043 | $52,809 | $42,456 | $2,535,663 | $41,985 |
Summary Compensation Table
(a) We generally provide a modest taxable allowance to certain senior executives for financial counseling, tax preparation, and estate-planning services. Costs associated with this benefit are reflected in the table above, based on the actual charge for the services received. Any taxes assessed on the imputed income for the value of this service are the responsibility of the executive. (b) Represents the value of a comprehensive executive physical examination with Company-approved providers. (c) We provide a taxable allowance for personal-umbrella liability insurance for certain executives. Any taxes assessed on the imputed income for the value of this service are the responsibility of the executive. (d) The total amount disclosed for Mr. Rhodes and Mr. Hutchinson are related to their location change to Charlotte, North Carolina. Relocation assistance and associated relocation tax benefits are consistent with our standard relocation program. (e) Represents use of a Company-provided car service for the CEO and other non-cash Ally branded items. (f) Represents the employer contribution to a designated 529 Plan. (g) Represents the tax value of life insurance for 2024 that was provided by the Company. (h) Represents the employer contribution, Company match contribution, and discretionary contribution made to each NEO’s account under the Ally 401(k) plan. (i) Mr. Rhodes received a one-time cash award of $900,000 in connection with his hiring as our Chief Executive Officer, Ms. Mehlman received a one-time cash award of $3,550,000 in connection with her hiring as our Chief Legal Officer, and Ms. Morais received a one-time cash award of $2,500,000 to retain her through the first half of 2024 which was critical to support a a smooth CEO transition as well as the transition of key strategic, financial, and operational initiatives.
Summary Compensation Table
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Grants of Plan-based Awards in 2024
Grants of Plan-based Awards in 2024 The following table provides information on grants of plan-based awards made to our NEOs during 2024 under the ICP.
Grants of Plan-based Awards in 2024
| Name | Award | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares or Unit of Stock (#)(b) | Grant Date Fair Value of Stock or Unit Awards ($)(c) | | Michael G. Rhodes | RSU | 4/29/2024 | | | | 306,436 | 12,000,034 | | | PSU(a) | 4/29/2024 | 26,813 | 107,253 | 193,055 | — | 4,200,027 | | Douglas R. Timmerman(d) | RSU | 1/26/2024 | | | | 30,702 | 1,155,009 | | | RSU | 1/26/2024 | | | | 100 | 3,762 | | | PSU | 1/26/2024 | 7,676 | 30,702 | 55,264 | — | 1,155,009 | | Russell E. Hutchinson | RSU | 1/26/2024 | | | | 35,886 | 1,350,031 | | | RSU | 1/26/2024 | | | | 100 | 3,762 | | | PSU(a) | 1/26/2024 | 8,972 | 35,886 | 64,595 | — | 1,350,031 | | Hope D. Mehlman | RSU | 12/15/2024 | | | | 88,907 | 3,111,745 | | Stephanie N. Richard(d) | RSU | 1/26/2024 | | | | 14,753 | 555,008 | | | RSU | 1/26/2024 | | | | 100 | 3,762 | | | PSU(a) | 1/26/2024 | 2,459 | 9,836 | 17,705 | — | 370,030 | | Kathleen L. Patterson(d) | RSU | 1/26/2024 | | | | 14,355 | 540,035 | | | RSU | 1/26/2024 | | | | 100 | 3,762 | | | PSU(a) | 1/26/2024 | 2,393 | 9,570 | 17,226 | — | 360,023 | | Jeffrey J. Brown(d) (e) | RSU | 1/26/2024 | | | | 107,988 | 4,062,509 | | | PSU(a) | 1/26/2024 | 26,997 | 107,988 | 194,378 | — | 4,062,509 | | Diane E. Morais(d) | RSU | 1/26/2024 | | | | 29,107 | 1,095,005 | | | RSU | 1/26/2024 | | | | 100 | 3,762 | | | RSU | 7/1/2024 | | | | 28,656 | 1,125,035 | | | PSU(a) | 1/26/2024 | 7,277 | 29,107 | 52,393 | — | 1,095,005 | | Jason E. Schugel(d) | RSU | 1/26/2024 | | | | 13,956 | 525,025 | | | RSU | 1/26/2024 | | | | 100 | 3,762 | | | PSU(a) | 1/26/2024 | 2,326 | 9,304 | 16,747 | — | 350,016 |
Grants of Plan-based Awards in 2024
(a) These amounts reflect the cash-settled PSUs granted to the NEOs in 2024, which are scheduled to vest between 0% and 180% of the number of shares shown in the “Target” sub-column based on attainment of both a service condition that will lapse on the third anniversary of the date of grant and the achievement of the applicable Core ROTCE during the performance period commencing on January 1, 2024 and ending on December 31, 2026. The amounts in the “Threshold” sub-column reflect 25% of the shares shown in the “Target” sub-column that will vest on attainment of the service condition and the threshold performance level. If either the service condition or the threshold performance level is not attained, the cash-settled PSUs will be forfeited. The amounts in the “Target” sub-column reflect 100% of the shares that will vest on attainment of the service condition and the target performance level. The amounts in the “Maximum” sub-column reflect 180% of the shares that will vest on attainment of the service condition and the maximum performance level. For more information on the terms of these awards, see Compensation Discussion and Analysis—2024 Performance Results and Compensation Decisions—Summary of Outstanding PSUs earlier in this proxy statement. (b) The amounts in this column represent the number of shares of Ally common stock underlying the award of RSUs granted to the NEOs in 2024. In January 2024, we awarded our employees with 100 RSUs (subject to a three-year cliff vesting schedule) in recognition of our notable accomplishments and to support a founder’s mentality. The remaining RSUs granted in conjunction with our routine compensation decisions are scheduled to vest in equal installments on each of the first three anniversaries of the date of grant, based solely on service.
Grants of Plan-based Awards in 2024
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Grants of Plan-based Awards in 2024
(c) The amounts in this column reflect the aggregate grant date fair values of the awards, calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and, for PSUs, based on the probable outcome of the applicable Core ROTCE as of the grant date. The grant date fair value amounts shown do not reflect realized cash compensation by the NEOs. The actual value, if any, realized by each NEO for these awards is a function of the value of the shares if and when these awards vest. For the value of the cash-settled PSUs (for NEOs other than Mr. Schugel) and stock-settled PSUs (for Mr. Schugel), assuming attainment of the Core ROTCE and TSV performance metrics at the maximum level of performance, see footnote c to the Summary Compensation Table above. For additional information on how we account for long-term incentive compensation, see Note 23 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (d) RSUs for Mr. Timmerman, Ms, Richard, Ms. Patterson, Mr. J. Brown, Ms. Morais, and Mr. Schugel, excluding the grant of 100 RSUs on January 26, 2024, are nonforfeitable since they have attained retirement eligibility pursuant to the terms of the awards. (e) The equity awards granted in early 2024 were for fiscal 2023 performance. Mr. J. Brown did not receive incentive compensation for 2024 or any additional compensation nor was there any accelerated vesting of equity awards in connection with his retirement.
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 Fiscal Year End The following table provides information regarding the outstanding equity awards held by the NEOs as of December 31, 2024(e).
Outstanding Equity Awards at 2024 Fiscal Year End
| Name | Grant date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(b) | | Michael G. Rhodes | 4/29/2024 | | | 107,253 | 3,862,181 | | | 4/29/2024 | 204,291 | 7,356,519 | | | | Douglas R. Timmerman(d) | 1/26/2024 | 100 | 3,601 | | | | | 1/26/2024 | | | 30,702 | 1,105,579 | | | 1/26/2024 | 29,674 | 1,068,561 | | | | | 10/20/2023 | 332,641 | 11,978,402 | | | | | 1/27/2023 | 100 | 3,601 | | | | | 1/27/2023 | | | 41,757 | 1,503,670 | | | 1/27/2023 | 27,838 | 1,002,446 | | | | | 1/28/2022 | 100 | 3,601 | | | | | 1/28/2022 | 9,545 | 343,702 | | | | | 1/28/2022 | 9,943 | 358,047 | | | | Russell E. Hutchinson | 1/26/2024 | 100 | 3,601 | | | | | 1/26/2024 | | | 35,886 | 1,292,255 | | | 1/26/2024 | 35,886 | 1,292,255 | | | | | 10/20/2023 | 72,766 | 2,620,304 | | | | | 7/21/2023 | 58,073 | 2,091,209 | | | | Hope D. Mehlman | 12/15/2024 | 88,907 | 3,201,541 | | | | Stephanie N. Richard(d) | 1/26/2024 | 100 | 3,601 | | | | | 1/26/2024 | | | 9,836 | 354,194 | | | 1/26/2024 | 14,262 | 513,575 | | | | | 10/20/2023 | 31,186 | 1,123,008 | | | | | 1/27/2023 | 100 | 3,601 | | | | | 1/27/2023 | | | 8,043 | 289,628 | | | 1/27/2023 | 8,043 | 289,628 | | | | | 1/28/2022 | 100 | 3,601 | | | | | 1/28/2022 | 1,711 | 61,603 | | | | | 1/28/2022 | 2,674 | 96,291 | | |
Outstanding Equity Awards at 2024 Fiscal Year End
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Outstanding Equity Awards at 2024 Fiscal Year End
| Name | Grant date | Number of Shares or Units of Stock That Have Not Vested (#)(a) | Market Value of Shares or Units of Stock That Have Not Vested ($)(b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(c) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(b) | | Kathleen L. Patterson(d) | 1/26/2024 | 100 | 3,601 | | | | | 1/26/2024 | | | 9,570 | 344,616 | | | 1/26/2024 | 13,874 | 499,603 | | | | | 10/20/2023 | 103,951 | 3,743,276 | | | | | 1/27/2023 | 100 | 3,601 | | | | | 1/27/2023 | | | 13,301 | 478,969 | | | 1/27/2023 | 13,301 | 478,969 | | | | | 1/28/2022 | 100 | 3,601 | | | | | 1/28/2022 | 3,011 | 108,410 | | | | | 1/28/2022 | 4,704 | 169,391 | | | | Jeffrey J. Brown(d) | 1/26/2024 | | | 107,988 | 3,888,648 | | | 1/26/2024 | 104,394 | 3,759,228 | | | | | 1/27/2023 | | | 123,145 | 4,434,451 | | | 1/27/2023 | 82,097 | 2,956,313 | | | | | 1/28/2022 | 31,131 | 1,121,035 | | | | | 1/28/2022 | 32,429 | 1,167,768 | | | | Diane E. Morais(d) | 7/1/2024 | 27,702 | 997,549 | | | | | 1/26/2024 | 96 | 3,457 | | | | | 1/26/2024 | | | 29,107 | 1,048,143 | | | 1/26/2024 | 28,138 | 1,013,249 | | | | | 1/27/2023 | 96 | 3,457 | | | | | 1/27/2023 | | | 36,190 | 1,303,202 | | | 1/27/2023 | 24,127 | 868,813 | | | | | 1/28/2022 | 96 | 3,457 | | | | | 1/28/2022 | 9,237 | 332,617 | | | | | 1/28/2022 | 9,623 | 346,524 | | | | Jason E. Schugel(d) | 1/26/2024 | 100 | 3,601 | | | | | 1/26/2024 | | | 9,304 | 335,037 | | | 1/26/2024 | 13,491 | 485,811 | | | | | 10/20/2023 | 31,186 | 1,123,008 | | | | | 1/27/2023 | 100 | 3,601 | | | | | 1/27/2023 | | | 11,754 | 423,262 | | | 1/27/2023 | 11,754 | 423,262 | | | | | 1/28/2022 | 100 | 3,601 | | | | | 1/28/2022 | 2,874 | 103,490 | | | | | 1/28/2022 | 4,491 | 161,721 | | |
Outstanding Equity Awards at 2024 Fiscal Year End
(a) The amounts reflected in this column represent the number of shares of Ally common stock underlying (i) the RSUs granted to the NEOs in 2022, 2023, and 2024 that are scheduled to vest over three years from the date of grant, in each case, based solely on service, (ii) the cash-settled PSUs granted to the NEOs in 2022 (reflected based on actual achievement of 32% for the performance period that ended on December 31, 2024), and (iii) the 100 RSUs granted to employees in 2022, 2023, and 2024 in recognition of our notable accomplishments and to support a founder’s mentality.
Outstanding Equity Awards at 2024 Fiscal Year End
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Outstanding Equity Awards at 2024 Fiscal Year End
(b) The market values of the awards were calculated by multiplying the number of shares underlying the awards by $36.01, which was the closing price of Ally’s common stock on December 31, 2024. (c) The amounts reflected in this column represent the number of shares of Ally common stock underlying the cash-settled PSUs granted to the NEOs in 2022 and 2023 (with a performance period that is scheduled to end on December 31, 2024 and December 31, 2025) and a service period that is scheduled to end on the third anniversary of the date of grant, assuming attainment of the performance metrics at the target performance level. The actual number of Ally shares, if any, that will vest will be based on (i) the level of achievement of the Core ROTCE and TSV performance goals as of the end of the performance period and (ii) satisfaction of the applicable service condition. For more information on the terms of these awards, see Compensation Discussion and Analysis—Ally’s Executive Compensation Program earlier in this proxy statement. (d) All RSU and PSU awards reflected for Mr. Timmerman, Ms. Richard, Ms. Patterson, Mr. J. Brown, Ms. Morais, and Mr. Schugel, excluding the grants of 100 RSUs in 2022, 2023, and 2024, as well as the grants described under 2024 Executive Transition and Business Continuity Awards within the CD&A, are nonforfeitable as these grants have attained retirement eligibility pursuant to the terms of the awards.
Option Exercises and Stock Vested in 2024
Option Exercises and Stock Vested in 2024 The following table provides information on the NEOs’ equity awards that vested in 2024. The NEOs do not hold any options.
Option Exercises and Stock Vested in 2024
| Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($)(b) | | Michael G. Rhodes | 102,145 | 3,924,411 | | Douglas R. Timmerman | 31,573 | 1,184,312 | | Russell E. Hutchinson | 29,036 | 1,215,447 | | Hope D. Mehlman | — | — | | Stephanie N. Richard | 8,869 | 331,997 | | Kathleen L. Patterson | 15,511 | 581,903 | | Jeffrey J. Brown | 101,694 | 3,813,616 | | Diane E. Morais | 30,297 | 1,133,252 | | Jason E. Schugel | 13,903 | 521,464 |
Option Exercises and Stock Vested in 2024
(a) All amounts exclude those shares becoming nonforfeitable vesting solely due to retirement eligibility (b) The value realized on vesting of the equity was calculated by multiplying the number of shares of Ally common stock underlying awards that vested in 2024 by the closing price on the vesting date. The closing price was $37.62 for shares vesting on January 28, 2024, $41.86 for shares vesting on July 21, 2024, $34.25 for shares vesting on November 4, 2024, and $38.42 for shares vesting on December 11, 2024.
Nonqualified Deferred Compensation in 2024
Nonqualified Deferred Compensation in 2024 Our benefit program includes the tax-qualified Ally Financial Inc. Retirement Savings Plan (Savings Plan). We provide the Savings Plan to support our employees in saving for retirement in a manner that is favorable from a tax perspective. Eligible compensation under the Savings Plan is composed of salary and certain cash bonuses. Under the Savings Plan, after one year of employment, employee contributions up to 6% of eligible compensation are matched 100% by Ally, and this matched amount vests in full immediately. Effective the first of the month following 30 days of employment, the Savings Plan also provides for a 2% nonmatching contribution on eligible compensation, posted each pay cycle, and an additional annual discretionary nonmatching contribution on eligible base pay of up to 2%, which is subject to the Company’s performance. Nonmatching contributions fully vest after the individual has been employed for three years. Ally also maintains the Enhanced Retirement Savings Plan, which is a nonqualified benefit equalization plan for highly compensated employees. This plan was designed to allow for the equalization of benefits for highly compensated employees when such employees’ qualified plan benefits were limited by the Employee Retirement Income Security Act of 1974, as amended by the Code. Ally suspended nonqualified contributions to this plan in 2009 and has not made any since that time, including in 2024. Certain NEOs maintain balances within the plan. This plan is maintained as an unfunded plan, and all expenses for administration of the plan and payment of amounts to participants are borne by Ally.
Nonqualified Deferred Compensation in 2024
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Nonqualified Deferred Compensation in 2024
The table below reflects year-end balances, Company distributions, and all earnings associated primarily with the Ally nonqualified equalization plan.
Nonqualified Deferred Compensation in 2024
| Name | Plan name (a) | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Michael G. Rhodes | Nonqualified Benefit Equalization Plan | — | — | — | — | — | | Douglas R. Timmerman | Nonqualified Benefit Equalization Plan | — | — | 33,001 | — | 215,258 | | Russell E. Hutchinson | Nonqualified Benefit Equalization Plan | — | — | — | — | — | | Hope D. Mehlman | Nonqualified Benefit Equalization Plan | — | — | — | — | — | | Stephanie N. Richard | Nonqualified Benefit Equalization Plan | — | — | 9,298 | — | 60,843 | | Kathleen L. Patterson | Nonqualified Benefit Equalization Plan | — | — | — | — | — | | Jeffrey J. Brown | Nonqualified Benefit Equalization Plan | — | — | 10,160 | — | 75,078 | | Diane E. Morais | Nonqualified Benefit Equalization Plan | — | — | 3,856 | — | 24,891 | | Jason E. Schugel | Nonqualified Benefit Equalization Plan | — | — | — | — | — |
Nonqualified Deferred Compensation in 2024
(a) The amounts reflect employee balances in the nonqualified Enhanced Retirement Savings Plan. Each participant is credited with earnings based on a set of investment options selected by the participant that are similar to 401(k) investment options available to all employees, but employer contributions to this plan have not been made since 2009.
Potential Payments Upon a Termination
Potential Payments Upon a Termination
Annual PSUs
| Michael G. Rhodes, Chief Executive Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $2,000,000 | $2,000,000 | $— | | Annual Incentive(b) | — | 6,300,000 | — | | Long-Term Incentives(c) | 11,218,699 | 11,218,699 | 11,218,699 | | Outplacement(d) | 20,000 | 20,000 | — | | Total(e) | $13,238,699 | $19,538,699 | $11,218,699 |
Annual PSUs
| Douglas R. Timmerman, President, Dealer Financial Services, and Former Chief Executive Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $750,000 | $1,500,000 | $— | | Annual Incentive(b) | — | 3,160,000 | — | | Long-Term Incentives(c) | 11,989,205 | 11,989,205 | 11,989,205 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | $12,759,206 | $16,669,206 | $11,989,205 |
Annual PSUs
| Russell E. Hutchinson, Chief Financial Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $750,000 | $1,500,000 | $— | | Annual Incentive(b) | — | 3,600,000 | — | | Long-Term Incentives(c) | 7,299,623 | 7,299,623 | 7,299,623 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | $8,069,623 | $12,419,623 | $7,299,623 |
Annual PSUs
| Hope D. Mehlman, Chief Legal and Corporate Affairs Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $650,000 | $1,300,000 | $— | | Annual Incentive(b) | — | 2,200,000 | — | | Long-Term Incentives(c) | 3,201,541 | 3,201,541 | 3,201,541 | | Outplacement(d) | 20,000 | 20,000 | — | | Total(e) | $3,871,541 | $6,721,541 | $3,201,541 |
Annual PSUs
| Stephanie N. Richard, Chief Risk Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $650,000 | $1,300,000 | $— | | Annual Incentive(b) | — | 1,480,000 | — | | Long-Term Incentives(c) | 1,133,811 | 1,133,811 | 1,133,811 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | $1,803,811 | $3,933,811 | $1,133,811 |
Annual PSUs
| Kathleen L. Patterson, Chief Human Resources and Corporate Citizenship Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $650,000 | $1,300,000 | $— | | Annual Incentive(b) | — | 1,520,000 | — | | Long-Term Incentives(c) | 3,754,079 | 3,754,079 | 3,754,079 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | $4,424,079 | $6,594,079 | $3,754,079 |
Annual PSUs
| Jeffrey J. Brown, Former Chief Executive Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $— | $— | $— | | Annual Incentive(b) | — | — | — | | Long-Term Incentives(c) | — | — | — | | Outplacement(d) | — | — | — | | Total | $— | $— | $— |
Annual PSUs
| Diane E. Morais, Former President, Consumer & Commercial Banking | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $— | $— | $— | | Annual Incentive(b) | 750,000 | — | — | | Long-Term Incentives(c) | — | — | — | | Retention(d) | 2,500,000 | — | — | | Outplacement(e) | — | — | — | | Total | $3,250,000 | $— | $— |
Annual PSUs
| Jason E. Schugel, Senior Operating Advisor, Former Chief Risk Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | $— | $— | $— | | Annual Incentive(b) | — | — | — | | Long-Term Incentives(c) | 3,066,393 | — | — | | Retention(d) | 700,000 | — | — | | Outplacement(e) | 20,000 | — | — | | Total | $3,786,393 | $— | $— |
Pay Ratio
Pay Ratio The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and SEC Regulation S-K require a public company to disclose the annual total compensation of its Principal Executive Officer (PEO), the median of the annual total compensation of all employees of the company excluding the PEO, and the ratio of those two amounts. Median-Employee Determination A list of all 10,754 employees as of December 31, 2024, was prepared. Our 60 international employees in Canada and the PEO were excluded, resulting in 10,693 total employees. To determine our median employee from this adjusted employee population, we used base salary plus 2024 target incentive opportunity. Base salaries and target incentive opportunities were annualized for permanent employees who were not employed by us for all of 2024. 2024 Pay Ratio Calculation We determined our median employee’s annual total compensation for 2024 utilizing the same methodology that is used in determining the total compensation of our NEOs as set forth in the 2024 Summary Compensation Table earlier in this proxy statement. Mr. Rhodes’ compensation for 2024 was $20,940,509, which is approximately 179 times our median employee’s 2024 annual total compensation of $116,971. The Company believes that the foregoing ratio is a reasonable estimate determined in accordance with SEC rules. Please note that SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions, and as result, the pay ratio reported by us may not be comparable to pay ratios reported by other companies.
Pay Ratio
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Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) (