DEF 14A of Ally Financial Inc.
Filed Mar 18, 2026 · FY20250001193125-26-113819
Looking Ahead
| 108 | Executive Compensation Tables | | | | 108 | Summary Compensation Table | | | 110 | Grants of Plan-Based Awards in 2025 | | | 111 | Outstanding Equity Awards at 2025 Fiscal Year End | | | 112 | Option Exercises and Stock Vested in 2025 | | | 112 | Nonqualified Deferred Compensation in 2025 | | | 113 | Potential Payments Upon a Termination | | | 119 | Pay Ratio | | | 120 | Pay Versus Performance | | 125 | Proposal 2 — Advisory Vote on Executive Compensation | | | | 125 | Compensation Risk Assessment | | 126 | Proposal 3 — Ratification of the Engagement of the Independent Registered Public Accounting Firm | | | | 127 | Fees of the Principal Independent Registered Public Accounting Firm | | | 128 | Audit Committee Report | | 129 | Proposal 4 — Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan | | | 142 | Proposal 5 — Approval of the Ally Financial Inc. Employee Stock Purchase Plan | | | 147 | Proposal 6 — Shareholder Proposal | | | 149 | General Information About the Annual Meeting | | | | 149 | Meeting Admission | | | 150 | Householding | | | 151 | Voting Rights and Procedures | | | 154 | Cautionary Notice About Forward-looking Statements and Other Terms | | A-1 | Appendix A — Non-GAAP Reconciliations | | | B-1 | Appendix B — Ally Financial Inc. Incentive Compensation Omnibus Plan | | | C-1 | Appendix C — Ally Financial Inc. Employee Stock Purchase Plan | | | | Glossary of Commonly Used Terms | |
Looking Ahead
| Compensation Practices | | | CEO Pay Ratio | 106:1 | | Recoupment Policy | Yes | | Employment Agreements for Executive Officers | No | | Excessive Perquisites | No | | Stock Ownership Guidelines | Yes (for executive officers); directors hold their shares until their Board service ends | | Annual Assessment of Compensation Program | Yes | | Pay for Performance | Yes | | Double-Trigger Change-in-Control | Yes | | True Excise Tax Gross-Ups | No | | Anti-Hedging and Anti-Pledging Policies | Yes | | Incentive Plans Encourage Excessive Risk Taking | No | | Frequency of Say-on-Pay Advisory Vote | Annual | | Next Say-on-Frequency Advisory Vote | 2027 | | Independent Compensation Consultant | Frederic W. Cook & Co., Inc. |
2025 Performance Scorecard and Compensation Decisions
2025 Performance Scorecard and Compensation Decisions The CNGC determined that the overall 2025 Performance Scorecard achieved "above target" performance, and the overall Company incentive pool was funded above target. In making this determination, the CNGC considered how 2025 performance served to strengthen Ally’s foundation. Beyond achieving the financial targets established at the start of the year, Ally management’s deliberate actions resulted in a stronger company, better positioned for earnings growth and resilience in the years ahead. A variety of management’s decisions, including the sale of Ally Credit Card, repositioning the securities portfolio, strategic issuance of credit risk transfers, and maintaining expense discipline, all supported higher earnings and capital levels as well as a reduction in interest rate and credit risk. This execution occurred while also growing core loan portfolios across Retail Auto and Corporate Finance more than 5% year over year reflecting the momentum in place. Ultimately, 2025 performance led to the achievement of financial guidance set in January and culminated in the authorization of a $2B share repurchase program. Furthermore, the CNGC took into account that 2025 performance resulted in approximately 30% shareholder return (TSR), compared to the S&P Financial Index TSR of 15%, as well as three-year TSR of 106%, compared to the S&P Financial Index TSR of 68%. Overall, 2025 was an important step for Ally and signaled the inflection where the new "Focused. Forward." strategy began translating into improved financial results, shareholder returns, and a stronger outlook. The 2025 Performance Scorecard and performance outcomes are detailed in the CD&A, along with context for performance within each of the pillars that was considered by the CNGC in assessing overall achievement.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| Timeframe | Actions Taken | | Before Ally's 2025 Say-on-Pay Vote | Winter and Spring 2025 • Incorporated feedback from our fall 2024 shareholder engagement into our 2025 compensation program and CD&A disclosure, including: • Adjusting certain business indicator metrics for 2025 to align with Ally’s evolving business priorities and discussions with shareholders • Continuing to provide robust disclosure on the CNGC’s process of determining NEO payouts aligned to the performance for the year under review based on pre-set performance targets • Providing clear disclosure in the CD&A on leadership transitions and related awards, including new-hire awards granted to make NEOs whole for certain forgone compensation and forfeited awards at former employers • Reached out to shareholders representing 73% of shares outstanding and engaged with shareholders representing 37% of shares outstanding to discuss matters related to our Say-on-Pay vote | | Response Following Ally's 2025 Say-on-Pay Vote | Summer and Fall 2025 • CNGC evaluated the outcome of the 2025 Say-on-Pay vote and directed management to execute a comprehensive process to respond to the vote • Reached out to investors representing 74% of shares outstanding and engaged with investors representing 49% of shares outstanding to better understand their perspectives on our executive compensation program • Relayed shareholder feedback to the Board for the CNGC’s consideration Fall 2025 – Spring 2026 • Incorporated shareholder feedback into our proxy drafting to include clearer and more robust disclosures • In response to shareholder feedback, simplified our 2026 Performance Scorecard by: • Reducing the number of financial metrics and business indicators (previously known as "The What") and simplifying the prior risk, consumer, and culture indicators (previously known as "The How") into ongoing health indicators • Enhancing disclosure to provide the threshold and maximum goals for financial metrics and business indicators within the Performance Scorecard • Adding structure to provide that scorecard metrics account for 75% of each NEO’s final payout and individual contributions account for 25% of each NEO’s final payout • Incorporated Core ROTCE as a financial metric within the Performance Scorecard in recognition of the importance of the Company’s ability to generate an attractive return on capital • Updated the threshold and target components of the 2026 Performance Stock Units (PSU) awards to increase alignment between performance and pay and to enhance the rigor of goals in recognition of the ongoing improvements in Ally’s financial performance • Updated the relative TSR benchmark for the 2026 PSU awards from our compensation peer group to the S&P Financials Index to reduce the risk that a small number of peers or M&A activity disproportionately influences outcomes |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Additional detail on what we heard from shareholders and our responsiveness actions can be found in the Shareholder Engagement and CD&A sections. A timeline of responsiveness actions over the past few years is found within the CD&A. Proposal 3 - Ratification of the Engagement of the Independent Registered Public Accounting Firm
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | The Board recommends that you vote FOR this Proposal. See information beginning on page 126 for further information. |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Shareholders are being requested to ratify Deloitte as the Company’s independent auditor for 2026. The Board and Audit Committee believe that the continued retention of Deloitte to serve as our independent registered public accounting firm is in the best interests of the Company and its shareholders. The Audit Committee will reconsider Deloitte’s appointment if not ratified by the shareholders. Even if the selection is ratified, the Audit Committee, at its discretion, may select a different independent registered public accounting firm at any time during the year if the committee determines that such a change would be in the best interests of the Company and our shareholders. Proposal 4 - Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | The Board recommends that you vote FOR this Proposal. See information beginning on page 129 for further information. |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
The Incentive Compensation Omnibus Plan has been designed to build upon the effectiveness of prior plans and incorporates the best governance practices to further align our equity-compensation program with the interests of our shareholders. Proposal 5 - Approval of the Ally Financial Inc. Employee Stock Purchase Plan
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | The Board recommends that you vote FOR this Proposal. See information beginning on page 142 for further information. |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
The purpose of the Employee Stock Purchase Plan is to provide employees with an opportunity to purchase shares thereby further aligning the interests of our employees with those of our shareholders. Proposal 6 - Shareholder Proposal
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | The Board recommends that you vote AGAINST this Proposal. See information beginning on page 147 for further information. |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Shareholders are being requested to vote on a shareholder proposal, if properly presented. Proposal 1 Election of Directors
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | The Board recommends that you vote FOR the election of each director nominee. |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| Gunther T. Bright | William H. Cary | Mayree C. Clark | Kim S. Fennebresque | Thomas P. Gibbons | Michelle J. Goldberg | | Franklin W. Hobbs | Allan P. Merrill | David Reilly | Michael G. Rhodes | Brian H. Sharples | Tracey D. Weber |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
As part of its ongoing refreshment strategy, the Board works with a third-party search firm to assist it with identifying and evaluating potential candidates for directorship. Using the desired skills and qualifications provided by the Board, the search firm identified several candidates. After a thorough review and analysis of the candidates, Gunther Bright and Allan Merrill were appointed to the Board based on the complementary skills they could contribute to the Board. Similarly, Tracey Weber, who was also recommended by the search firm using the criteria provided by the Board, is being included on this year's slate of nominees for the additive skills she can bring to the Board's oversight role. All other nominees are standing for reelection. The CNGC and the Board strive to complement the institutional knowledge of more seasoned directors with fresh perspectives brought by newer directors and believe that the mix of perspectives and backgrounds of our nominees contributes to enhancing the efficacy of the Board, increasing the fundamental value of our Company, and creating long-term value for shareholders. See the Director Recruitment and Refreshment section in this Proxy Statement for more information on the Board's refreshment practices. As noted above, following the 2025 Annual Meeting, the Board appointed two new directors, Gunther Bright and Allan Merrill, each of whom bring extensive experience that is complementary of the skills and backgrounds that were already represented on the Board, and Tracey Weber, who brings a great depth in digital and technology across multiple industries, is also included on the slate of directors to be voted on. Additionally, we announced Marjorie Magner's retirement from the Board in December 2025. Since joining the Board in 2010, she has been an invaluable addition to the Board where she brought sound advice and oversight. The Board thanks her for her contribution. Board Composition The Board believes that the number of nominees is appropriate at the present time based on its assessment of the need for particular talents or other qualities; the benefits associated with a mix of perspectives, skills, and backgrounds; the availability of qualified candidates; the workloads and needs of the Board’s committees; and other relevant factors. The Board also assesses whether its composition, governance structure, and practices support Ally’s safety and soundness as a financial institution and its ability to promote compliance with applicable law while taking into account its asset size, complexity, scope of operations, risk appetite, risk capacity, and changes in these factors. All seats on the Board are up for election annually. The CNGC has recommended, and the Board has nominated, the following 12 director candidates for election at the Annual Meeting to hold office until the next annual meeting of shareholders in 2027. Each has agreed to be nominated and named in this Proxy Statement and to serve if elected. The nominees in the following chart comprise all the current directors of Ally, except for Tracey Weber, who is first being voted on by shareholders as part of the 2026 Annual Meeting.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| Nominee/Principal Occupation | Age | Director Since | Audit Committee | CNGC | Risk Committee | Technology Committee | | Gunther T. Bright Former Executive Officer, American Express | 67 | 2025 | | | ▪ | | | William H. Cary Former Executive Officer, General Electric | 66 | 2016 | Chair | ▪ | | | | Mayree C. Clark Former Executive Officer, Morgan Stanley | 69 | 2009 | ▪ | ▪ | | | | Kim S. Fennebresque Former Chairman and CEO, Cowen Group | 75 | 2009 | | Chair | | ▪ | | Thomas P. Gibbons Former CEO, Bank of New York Mellon Corporation | 69 | 2023 | | | Chair | ▪ | | Michelle J. Goldberg Former Partner, Ignition Partners | 56 | 2025 | ▪ | | | | | Franklin W. Hobbs Independent Chair Former President and CEO, Ribbon Communications | 78 | 2009 | | ▪ | | | | Allan P. Merrill CEO and Chairman, Beazer Homes USA | 59 | 2025 | ▪ | | | | | David Reilly Chief Development Officer, World Wide Technology | 62 | 2022 | ▪ | | | ▪ | | Michael G. Rhodes CEO, Ally Financial Inc. | 60 | 2024 | | | | | | Brian H. Sharples Former Chairman and CEO, HomeAway | 65 | 2018 | | | ▪ | Chair | | Tracey D. Weber Senior Vice President and General Manager, Expedia Brand and Portfolio Brands | 58 | N/A | | | | | | Number of meetings in 2025 | | | 9 | 7 | 6 | 5 |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Independent Director Audit committee financial expert Under Delaware law and our Bylaws, each director will hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, or removal. The Company has adopted a director resignation policy providing that, if an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, the director must promptly tender a notice of resignation to the Company’s Chief Executive Officer (CEO) or Corporate Secretary, which will become effective only upon acceptance by the Board. The CEO or the Corporate Secretary, as applicable, will relay a copy of the notice to the Chair of the Board and the Chair of the CNGC. The CNGC will make a recommendation to the Board as to whether the resignation should be accepted or rejected or whether other action should be taken. The affected director will not take part in any deliberations or actions of the CNGC or the Board relating to the resignation. Within 90 days following certification of the election results, the Board will act on the resignation, taking into account the CNGC’s recommendation and any other information judged by the Board to be relevant, and publicly disclose its decision in a filing with the U.S. Securities and Exchange Commission (SEC). If the Board rejects the director’s resignation, under Delaware law, the director will continue to serve on the Board. If the Board accepts the director’s resignation, the Board may fill the resulting vacancy or reduce the size of the Board. Any non-incumbent nominees who are not elected would not join the Board. We do not anticipate that any nominee will become unavailable for election. If that were to happen for any reason, however, the shares represented by proxies and voting for a director nominee who unexpectedly becomes unavailable will be voted instead for a substitute candidate nominated by the Board, unless the Board elects to reduce its size. Director Qualifications The Board and CNGC believe that the Company’s director nominees possess the qualifications, skills, and experience necessary to oversee Ally’s long-term strategy and priorities in the context of its risk profile. The Board believes the skills listed in the chart below, particularly risk management and senior executive leadership, are important for the Board’s ability to oversee management’s execution of Ally’s business strategy and to understand the opportunities and challenges specific to our industry, the products and services that we offer, and the competition that we face. The below chart does not, however, include Tracey Weber as she has not yet been elected or appointed to the Board. While not intended to be exhaustive, the following matrix highlights a number of relevant skills and qualifications possessed by some or all of the 11 incumbent nominees. Descriptions of the skills and qualifications follow this chart. The Board and CNGC take into account these skills when considering existing directors and director candidates. See the Director Recruitment and Refreshment section for more information on the factors considered in the director nomination process.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| Skills and Qualifications | Bright | Cary | Clark | Fennebresque | Gibbons | Goldberg | Hobbs | Merrill | Reilly | Rhodes | Sharples | | Senior Executive Leadership (91%) | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Financial Services Industry (91%) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Regulatory / Governmental (91%) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Risk Management (91%) | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Finance / Accounting (91%) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Other Public- Company Board (91%) | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Technology and Digital Innovation (82%) | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Cybersecurity (36%) | | | | | | ✓ | | | ✓ | ✓ | ✓ | | Human Capital Management (91%) | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | | Age 66 - average age | 67 | 66 | 69 | 75 | 69 | 56 | 78 | 59 | 62 | 60 | 65 | | Director Since 7.1 - average tenure | 2025 | 2016 | 2009 | 2009 | 2023 | 2025 | 2009 | 2025 | 2022 | 2024 | 2018 |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
The following table includes additional details with respect to each skill, including how each enhances the effectiveness of our Board.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Skill | Description | | | Senior Executive Leadership | Prior service as a chief executive officer or in other senior executive positions provides valuable experience leading and executing on strategic objectives, strengthening the Board’s ability to oversee management’s execution of Ally’s business strategy. | | | Financial Services Industry | Experience in the financial-services industry provides directors with an understanding of the opportunities and challenges specific to our industry, the products and services that we offer, and the competition that we face. | | | Regulatory / Governmental | Experience in regulated industries (including both financial services and other industries) supports a deeper understanding of the complex regulatory environment that we face, strengthening the Board’s ability to assist management in meeting applicable regulatory requirements and navigating the complex and evolving regulatory and political landscapes. | | | Risk Management | Experience with identifying, assessing, and overseeing risk management programs and practices enables our directors to effectively oversee the implementation of Ally’s risk-management policies and global risk-management framework, including its risk-appetite statement and programs for managing compliance risk. | | | Finance / Accounting | Finance and accounting experience enables directors to effectively oversee Ally’s accounting and financial reporting, including the quality, accuracy, and integrity of its financial statements, and the effectiveness of internal controls. | | | Other Public-Company Board | Experience serving on public-company boards of directors provides directors with a valuable understanding of public-company governance and its oversight responsibilities. | | | Technology and Digital Innovation | Experience in technology, digital innovation, or emerging technologies (such as AI) aids directors in overseeing Ally’s all-digital banking platform and the execution of digital and other technology strategies, including Ally’s technology infrastructure and significant investments in it. | | | Cybersecurity | Experience with cybersecurity aids directors in overseeing the continued testing and enhancement of our controls, processes, and systems to protect our technology infrastructure, customer information, and other proprietary information or assets. | | | Human Capital Management | Experience managing large and varied teams, including attracting, developing, and retaining talented individuals with the right skills to enhance business growth, enables directors to support our purpose-driven “Do It Right” culture, underpinning our belief that our people are integral to the success of our business. |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Board Responsibilities In its oversight role, the Board’s primary responsibilities are the following: • Overseeing a clear strategy for Ally, including reviewing, advising management on, approving, and monitoring performance against Ally’s strategic plan and objectives while taking into account Ally’s asset size, complexity, scope of operations, risk appetite, risk capacity, and changes in these factors; • Selecting the CEO, and through the CNGC, (a) approving goals and compensation for, and evaluating the performance of, the CEO and other identified members of senior management, (b) overseeing succession plans for the CEO and other identified members of senior management, and (c) overseeing compensation policies relative to risks and applicable law; • Through the Risk Committee, overseeing Ally’s risk-management policies and enterprise risk-management framework, including approving and monitoring a clear risk appetite for Ally that aligns with its strategy and risk capacity and reviewing Ally’s program for managing compliance risk; • Overseeing Ally’s financial performance and condition, and through the Audit Committee, monitoring the integrity of Ally’s financial statements and financial-reporting process and the adequacy of its financial and other internal controls, including disclosure controls and procedures; and • Establishing the proper “tone at the top” for the culture and values of Ally, including approving Ally’s Code of Conduct and Ethics and monitoring management’s promotion of integrity, honesty, and ethical and legal conduct throughout Ally. The CNGC and the Board are dedicated to assembling directors who excel in fulfilling these responsibilities, exercise independent leadership and oversight of management, and operate in a cohesive and effective manner. Each director candidate possesses valued backgrounds, skills, qualifications, and other characteristics, and collectively, these director candidates are positioned to meaningfully contribute to increasing the fundamental value of Ally and creating long-term value for shareholders. Director Independence The Board has affirmatively determined in its business judgment that each of Mr. Bright, Mr. Cary, Ms. Clark, Mr. Fennebresque, Mr. Gibbons, Ms. Goldberg, Mr. Hobbs, Mr. Merrill, Mr. Reilly, Mr. Sharples, and Ms. Weber is independent as defined in the New York Stock Exchange (NYSE) listing standards and applicable SEC rules (each independent and an independent director). Additionally, Ms. Magner had been determined to be independent during the time she served on the Board before her departure in December 2025. Mr. Rhodes, as Ally's CEO, was determined to not meet the NYSE's definition of independence.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| Independent Director Nominees | | | | | | | Gunther T. Bright | William H. Cary | Mayree C. Clark | Kim S. Fennebresque | Thomas P. Gibbons | Michelle J. Goldberg | | Franklin W. Hobbs | Allan P. Merrill | David Reilly | Brian H. Sharples | Tracey D. Weber | | | Non-Independent Director Nominees | | | | | | | Michael G. Rhodes | | | | | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
In evaluating the independence of each director candidate, certain transactions, relationships, and arrangements between the director candidate or any of their immediate family members and the Company or any of its subsidiaries were assessed. These included certain relationships that were determined not to impact director independence and the provision of services in the ordinary course of business to Ally. All of these transactions, relationships, and arrangements were judged to have been made on terms and under circumstances at least as favorable to the Company or its subsidiaries as those that were prevailing at the time for comparable transactions, relationships, or arrangements with unrelated persons or interests or those that would have applied to unrelated persons or interests. In addition, none of these transactions, relationships, or arrangements were determined to require disclosure under Item 404(a) of Regulation S-K. The Board concluded as well that no independent director has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. There are no immediate family relationships between any of our directors or executive officers and any other directors or executive officers. Director Candidate Biographies Set forth below 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.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| Director Skills | | | | | | | | | | | | Senior Executive Leadership | | Financial Services Industry | | Regulatory / Governmental | | Risk Management | | Finance / Accounting | | | Other Public-Company Board | | Technology and Digital Innovation | | Cybersecurity | | Human Capital Management | | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Gunther T. Bright | | | Mr. Bright is a seasoned executive within the financial services industry and has held senior positions at one of the world's largest technology-powered global payments brands and payments networks. Bringing a deep understanding of the financial services industry, specifically within the payments sector, Mr. Bright is a strong addition to Ally's Board. Career Highlights: American Express—a Fortune 100 global payments company specializing in delivering innovative products and services for consumers and businesses • Executive Vice President and General Manager, Global Commercial Services (2020-2023) • Executive Vice President and General Manager, Global Merchant and Network Services (2014-2020) • Executive Vice President and General Manager, Consumer Products and Services (2010-2014) • Increasingly senior leadership roles (1987-2014) Significant Career Accomplishments: • Drove significant revenue and profitability growth across multiple business units • Led transformative organizational change, which resulted in greater efficiency, productivity, and process digitization Select Leadership Skills and Key Experience: • Seasoned financial services executive with over 30 years of experience across multiple lines of business • Substantial public-company board experience Other Public Company Directorships: • TPG Inc. • Mr. Bright formerly served on the boards of McAfee Corporation (2021-2022) and Warburg Pincus Capital 1-B (2021-2023) | | Independent Director: Since 2025 | | | Board Committees: • Risk | | | Relevant Skills: | | | Age: 67 | | | Education: • BA, Economics, Pace University • Advanced Executive Management Program, Wharton School of the University of Pennsylvania | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | William H. Cary | | | Mr. Cary, who serves as the Board's Audit Committee Chair, is a seasoned executive with nearly three decades of experience at one of the country's oldest and most well-known corporations. As such, he brings a wealth of financial markets leadership knowledge to Ally's Board. Career Highlights: General Electric (GE)—a multinational conglomerate (prior to being broken into separate companies) • President and Chief Operating Officer, GE Capital (2008-2015) • President and Chief Executive Officer, GE Money (2008) • Mr. Cary held several other leadership positions within the areas of finance, risk, and capital markets. Significant Career Accomplishments: • Throughout his career at GE, oversaw a variety of significant acquisitions and business integrations • Led the spin-off and initial public offering of Synchrony Financial Select Leadership Skills and Key Experience: • Experience leading financial organizations, including global operations, risk management, and capital markets • Extensive consumer and commercial finance experience • Experience overseeing new and existing technology strategies through prior career and current outside directorship roles Other Public Company Directorships: • Rush Enterprises, Inc. • Mr. Cary formerly served on the board of Secureworks Corp. (2024-2025) | | Independent Director: Since 2016 | | | Board Committees: • Audit (Chair) • CNGC | | | Relevant Skills: | | | Age: 66 | | | Education: • BA, Business Administration and Finance, San José State University | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Mayree C. Clark | | | Ms. Clark brings extensive financial leadership knowledge with nearly two and a half decades of experience at one of the country's largest investment banking institutions. She provides significant financial services experience and expertise to the Board. Career Highlights: Eachwin Capital—an investment management organization • Founder (2011-Present) Morgan Stanley—a multinational investment bank and financial services company • Director of Global Private Wealth Management (2002-2005) • Sponsor and Non-Executive Chairman, Morgan Stanley Capital International (MSCI) (1997-2005) • Global Research Director (1994-2002) • Deputy to the Chairman, President, and CEO (1992-1994) • Investment Banking Professional (1981-1992) Significant Career Accomplishments: • Led the strategic separation and corporate restructuring of MSCI, transforming it from a joint venture into a standalone company positioning the business for commercialization and scale • Led the turnaround of Morgan Stanley’s $800 million Research division, elevating its performance to a #1 global position and establishing the group as a core strategic driver for the firm Select Leadership Skills and Key Experience: • Significant experience in all aspects of the financial services industry • Experience with regulatory frameworks, legal requirements, and financial reporting • Extensive risk and human capital management experience on a global scale Other Public Company Directorships: • Deutsche Bank AG Other Affiliations: • Member, Council on Foreign Relations | | Independent Director: Since 2009 | | | Board Committees: • Audit • CNGC | | | Relevant Skills: | | | Age: 69 | | | Education: • MBA, Stanford University • BS, Business Administration, University of Southern California | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Kim S. Fennebresque | | | Mr. Fennebresque, who serves as the Chair of the Board's CNGC, brings a wealth of experience from within the financial services industry. His many years of service at investment banks and other financial services firms allows him to effectively oversee management's implementation of the Company's strategic objectives. Career Highlights: Cowen Group, Inc.—a multinational investment bank • Chairman, President, and CEO (1999-2008) UBS—a global financial services firm • Head of the Corporate Finance and Mergers & Acquisitions departments (1994-1999) Lazard Frères & Co.—a financial advisory and asset management firm • General Partner (1991-1994) The First Boston Corporation—an investment bank that was acquired by Credit Suisse • Various roles (1977-1991) Significant Career Accomplishments: • Led the initial public offering of Cowen Group, building the full corporate infrastructure required for a stand-alone public company • In 2009, was appointed by the U.S. Treasury to the GMAC board, spearheading a comprehensive redesign of the compensation framework in coordination with the Office of the Special Master for the Troubled Asset Relief Program, and oversaw development of the full suite of public company policies, procedures, and governance structures in anticipation of GMAC's initial public offering in 2014 Select Leadership Skills and Key Experience: • Extensive leadership experience in various aspects of financial services, including banking and M&A • Significant industry, finance, and risk management expertise Other Public Company Directorships: • Albertsons Companies, Inc. • BAWAG P.S.K. • Blueing Holdings Inc. • Mr. Fennebresque formerly served on the board of Rotor Acquisition Corp. (2020-2021) | | Independent Director: Since 2009 | | | Board Committees: • CNGC (Chair) • Technology | | | Relevant Skills: | | | Age: 75 | | | Education: • JD, Vanderbilt Law School • AB, History, Trinity College | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Thomas P. Gibbons | | | Mr. Gibbons, who serves as the Chair of the Risk Committee, brings deep financial institution leadership knowledge to our Board. Through his service as both CFO and CEO of one of the country's largest financial firms, he brings unmatched experience in areas such as risk management and financial oversight. Career Highlights: Bank of New York Mellon Corporation—a global financial services company • CEO (2019-2022) • Vice Chairman and CEO, Clearing, Markets, and Client Management (2017-2019) • CFO (2008-2017) • Various leadership roles in the risk, treasury, and client-management areas Significant Career Accomplishments: • Finance lead for the merger of Bank of New York and Mellon Financial, creating the world’s largest global custodian and a leading provider of asset servicing and investment management • Guided Bank of New York Mellon’s risk and financial management through the global financial crisis, maintaining resilience and liquidity while positioning the firm’s market infrastructure to support Federal Reserve liquidity programs Select Leadership Skills and Key Experience: • Extensive leadership experience in various aspects of financial services • Extensive experience in banking, finance, risk management, client management, and financial regulation Other Public Company Directorships: • Invesco Ltd. Other Affiliations: • Board of Trustees, Pace University • Advisory Board, Wake Forest University's Business School | | Independent Director: Since 2023 | | | Board Committees: • Risk (Chair) • Technology | | | Relevant Skills: | | | Age: 69 | | | Education: • MBA, Pace University • BS, Business Administration, Wake Forest University | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Michelle J. Goldberg | | | Ms. Goldberg is a seasoned technology investor with strategic, financial, and governance experience gained over three decades in consulting, investment banking, and venture capital. Her knowledge and insight into business transformation practices make her a valuable addition to our Board. Career Highlights: Ignition Partners—an early-stage venture capital firm focused on enterprise and consumer technology • Partner (2000-2020) Olympic Capital Partners—an international communications company delivering cloud communications and optical networking solutions • Investment Banking, Mergers and Acquisitions (1997-1999) Microsoft Corporation—a multinational technology company focused on software development and AI • Consultant, Developer and Server Division (1999-2000) Significant Career Accomplishments: • Partnered in raising several billion dollars for early-stage venture funds, backing hundreds of companies across enterprise software, mobile, and digital technologies, leading founders through multiple fundraising rounds and successful exits, including both public and private M&A processes • Mentor to investors and entrepreneurs launching new venture funds or founding new companies, providing guidance as they step into partner roles or CEO positions Select Leadership Skills and Key Experience: • Extensive experience in technology, investment, finance, and digital media • Deep strategic, financial, and governance experience Other Public Company Directorships: • Lumen Technologies • Ms. Goldberg formerly served on the board of Bakkt Holdings, Inc. (2021-2025). | | Independent Director: Since 2025 | | | Board Committees: • Audit | | | Relevant Skills: | | | Age: 56 | | | Education: • Master's, East Asian Studies, Harvard University • BA, East Asian Studies, Columbia College | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Franklin W. Hobbs | | | Mr. Hobbs currently serves as the Chairman of our Board where he contributes many years of experience leading and advising financial institutions, particularly investment banking, on complex transactions and decision making. His knowledge of guiding companies through transformative change makes him a valuable member of our Board. Career Highlights: One Equity Partners LLC—an investor in middle market businesses across the industrial and technological sectors • Advisor (2004-Present) Ribbon Communications Inc.—an international communications company delivering cloud communications and optical networking solutions • President and CEO (2017-2019) Houlihan Lokey Howard & Zukin—an investment bank specializing in M&A, financial restructuring, and valuation • CEO (2002-2003) UBS AG’s Warburg Dillon Read Inc.—a New York City-based investment bank • Chairman (1999-2000) • President and CEO (1991-1997) Significant Career Accomplishments: • Over the course of his career, has led organizations across a variety of industries, including investment banking, banking, and communication and networking, overseeing multiple business transformations • Has served as Chair of Ally's Board during its transition to a standalone, publicly traded bank holding company Select Leadership Skills and Key Experience: • Extensive leadership experience in various aspects of financial services including banking, corporate restructuring, and M&A • Deep understanding of technology and digital innovation, finance, and risk management frameworks | | Independent Director: Since 2009 | | | Board Committees: • CNGC | | | Relevant Skills: | | | Age: 78 | | | Education: • MBA, Harvard Business School • BS, American History, Harvard College | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Allan P. Merrill | | | As a public company CEO, Mr. Merrill brings significant executive leadership and a strong understanding of both real estate and capital markets to the Board. Through his company's focus on energy efficiency, environmental responsibility and philanthropy, he provides a proven perspective on balancing corporate citizenship with fiduciary duties. Further, his prior service on the board of Freddie Mac provided him with valuable experience overseeing large, complex financial institutions. These experiences have made him a valuable addition to our Board. Career Highlights: Beazer Homes USA, Inc.—a diversified national homebuilder • Chairman and CEO (2019-Present) • CEO (2011-2019) • Executive Vice President and CFO (2007-2011) Move, Inc. (formerly Homestore, Inc.)—a leading provider of online real estate services • Executive Vice President, Corporate Development and Strategy (2001-2007) • President (Homestore, Inc.) (2000-2001) UBS Group AG—a leading global financial services firm and private wealth manager • Managing Director and Co-Head, Global Resources Group (1998-2000) • Various roles with increasing responsibility (1987-1998) Significant Career Accomplishments: • Led Beazer’s effort to become the only national homebuilder exclusively building highly energy efficient (Zero Energy Ready) homes, greatly exceeding local building code requirements • Founded Charity Title and Charity Home Insurance Agency, two Beazer-owned financial services subsidiaries committed to donating 100% of their profits to national and local charitable partners Select Leadership Skills and Key Experience: • Deep knowledge of the home loan industry through leading a national homebuilder and his experience in investment banking and online real estate marketing • Strong understanding of the importance of implementing environmental initiatives due to his leadership of a homebuilder focused on energy efficiency and environmental responsibility • Brings depth in finance and investment banking Other Affiliations: • Mr. Merrill formerly served on the board of Federal Home Loan Mortgage Corporation (Freddie Mac) (2020-2025) • Past Chair, Policy Advisory Board, Joint Center for Housing at Harvard University • Past Chair, Leading Builders of America | | Independent Director: Since 2025 | | | Board Committees: • Audit | | | Relevant Skills: | | | Age: 59 | | | Education: • BA, Economics, University of Pennsylvania | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | David Reilly | | | Mr. Reilly draws upon his decades of experience in the technology and cybersecurity fields, including his service as a chief technology officer, within the financial services industry, as part of his oversight responsibility on our Board. This experience is particularly valuable for Ally, as the nation's largest all-digital bank. Career Highlights: World Wide Technology—a US-based global technology services provider • Chief Development Officer (2025-Present) Bank of America Corporation—a multinational investment bank and financial services institution • Chief Information Officer, Global Banking & Markets (2017-2021) • Chief Technology Officer (2011-2017) Significant Career Accomplishments: • Led the strategy, design, and implementation of Bank of America's Hybrid Cloud platform, an end-to-end secure computing environment that delivered 85% of all global computing needs, reducing operational risk and improving service levels • Deployed capability permitting Bank of America's enterprise information technology function and business lines to create and deploy AI and machine-learning models to support business growth and customer service and reduce risk • Led the successful migration of Bank of America's international general ledger to the Oracle Cloud platform for all businesses outside of the US Select Leadership Skills and Key Experience: • Extensive technology and cybersecurity experience through leadership positions at large financial institutions, including Bank of America, Morgan Stanley, Credit Suisse First Boston, Goldman Sachs Group, Inc., Merrill Lynch & Co, Inc., and HSBC Group • Deep subject matter expertise in Generative AI and LLM deployment. As part of Reilly’s current WWT role, he advises businesses on how to drive commercial value, business growth and cost efficiencies through the use of AI. • Extensive technical expertise leveraged and enhanced through current outside directorships and advisory roles for technology software and services companies • Deep expertise with controls, processes, and systems relating to technology infrastructure, AI, network security, software development, and customer information Other Affiliations: • Director for private companies Vectra AI, Arkose Labs, and Graphiant | | Independent Director: Since 2022 | | | Board Committees: • Audit • Technology | | | Relevant Skills: | | | Age: 62 | | | Education: • A-Level Schooling, United Kingdom | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Michael G. Rhodes | | | Mr. Rhodes joined Ally as its CEO in April of 2024, bringing with him more than 30 years of experience in the financial services industry. Throughout his lengthy tenure in the financial services industry, he has been a part of and led many business growth and transformation initiatives, making him an invaluable member of our Board, in addition to the CEO of the Company. Career Highlights: Ally Financial Inc.—a financial services company with the nation’s largest all-digital bank and an industry-leading auto financing business • CEO (2024-Present) Discover Financial Services—one of the country's largest credit card issuers prior to its acquisition by Capital One Financial Corporation • President and CEO (2024) TD Bank Group—one of North America's largest retail banking institutions • Group Head, Canadian Personal Banking (2022-2023) • Group Head, Innovation, Technology, and Shared Services (2017-2021) Significant Career Accomplishments: • At TD Bank, led significant growth in the North American Credit Card and Merchant Services and Canadian Personal Bank businesses, strengthening market position and expanding scale across key customer segments • Led efforts at TD Bank to strengthen operational resilience and scale technology platforms to support digital transformation, emerging technologies, and cloud migration Select Leadership Skills and Key Experience: • Strong track record of implementing strategies to achieve market share gains, financial goals, and to deliver exceptional customer experiences • Extensive experience across retail banking delivering transformative digital, data, and technology innovations • In-depth experience in driving business growth through developing, structuring, and delivering solutions for commercial partners • Deep regulatory, risk management, technology, and information security experience in financial services • Experience cultivating strong workplace culture to build colleague engagement | | Independent Director: Since 2024 | | | Board Committees: N/A | | | Relevant Skills: | | | Age: 60 | | | Education: • MBA, Wharton School of Business at the University of Pennsylvania • BS, Engineering, Duke University | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Brian H. Sharples | | | Mr. Sharples is a seasoned leader within the technology and digital marketplace industries, which is critical in his oversight role on our Board. His entrepreneurial spirit contributes to his ability to oversee Ally as a digital disrupter in the banking and financial services industry. Career Highlights: HomeAway, Inc.—a global online marketplace for the vacation rental industry • Chairman (2016-2017) • Co-Founder, Chairman, and CEO (2004-2016) IntelliQuest Information Group, Inc.—a supplier of marketing data and research to technology companies • President and CEO (1990-2001) Bain & Company—a global management consulting firm • Consultant (1986-1988) Significant Career Accomplishments: • Oversaw GoDaddy’s elevation to the S&P 500 during his tenure as Chairman • Led HomeAway through its initial public offering and later guided the strategic sale of the company to Expedia in a transaction valued at approximately $4 billion • Recognized with the Ernst & Young National Entrepreneur of the Year Award during his leadership at HomeAway Select Leadership Skills and Key Experience: • Extensive executive experience in the technology industry, with exposure to entrepreneurial leaders and strategic transactions • Expertise in technology brand strategy, e-commerce, and consumer-centric businesses Other Public-Company Directorships: • GoDaddy, Inc. • Mr. Sharples formerly served on the boards of Yelp Inc. (2019-2022) and Avalara, Inc. (2020 - 2022) | | Independent Director: Since 2018 | | | Board Committees: • Risk • Technology (Chair) | | | Relevant Skills: | | | Age: 65 | | | Education: • MBA, Stanford Graduate School of Business • BS, Math & Economics, Colby College | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | Tracey D. Weber | | | Ms. Weber is an experienced digital and technology executive with over 20 years of experience in leadership roles across a variety of consumer industries. Ms. Weber would bring to the Board exceptional expertise in digital marketing, innovation, and growth leadership across multiple industries and in driving revenue and profitability. Career Highlights: Expedia Group, Inc.—a global online travel platform • Senior Vice President and General Manager, Expedia Brand and Portfolio Brands (2024-Present) CVS Health Corporation—a diversified health solutions company • Senior Vice President, Enterprise Digital Product Integration, Design, and Operations (2021-2024) IBM Corporation—a global technology and consulting company • General Manager, Marketplace and Digital Growth/Ecosystems (2021) • General Manager, Digital Commerce and SaaS (2020-2021) • Increasingly senior leadership roles (2016-2019) Gilt Groupe, Inc.—an online luxury goods retailer • Strategic Advisor (2016) • President (2015-2016) • Chief Operating Officer (2013-2015) Citibank N.A.—primary U.S. banking subsidiary of Citigroup, a multinational financial services company • Managing Director and Head, Internet and Mobile Banking, Global Product, North America (2010-2013) Significant Career Accomplishments: • Responsible for driving the digital product strategy, roadmap, and execution across all of CVS’s digital business lines • Made significant improvements in Citi’s online capabilities, redesigning and integrating multiple websites into one, rolling out an iPad banking app, and launching mobile check deposit capability, and during her tenure at Citi, was named "Mobile Banker of the Year" by Bank Technology Select Leadership Skills and Key Experience: • Proven digital-first leader with deep experience with innovation, brand building, marketing, revenue growth, and operational excellence • Successful in both large organizations as well as entrepreneurial, high-growth environments, and has run large internet, eCommerce, and Software as a Service (SaaS) organizations as well as complex digital transformations in the business-to-business (B2B) world • Experience spans a broad range of industries, including travel, retail, financial services, technology, and healthcare Other Public-Company Directorships: • Ms. Weber formerly served on the board of Houghton Mifflin Harcourt Company (2016-2022) | | Independent Director: Independent Nominee | | | Board Committees: N/A | | | Relevant Skills: | | | Age: 58 | | | Education: • MBA, Wharton School of the University of Pennsylvania • BA, Economics, Harvard University | |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Corporate Governance Shareholder Engagement We take a comprehensive, multifaceted approach to shareholder engagement. The following sets forth how we engage and communicate with our stakeholders.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| | | | | Shareholder Engagement | Other Stakeholder Engagement | Transparent Communication | | Individuals from our Corporate Governance, Investor Relations, and Human Resources groups engage with our largest shareholders throughout the year (as described further below). As appropriate, our directors also may participate in these engagements. Some of the key topics discussed are listed below. • Executive compensation practices and disclosures, including our responses to our annual Say-on-Pay vote • Oversight of AI • Director education • Corporate governance • Board composition and refreshment | We strive to seek input from a large array of stakeholders, in addition to our shareholders, to understand the issues important to them. Some of these stakeholder groups are listed below. • Employees • Customers • Suppliers • Regulators • Dealer network • Debt investors • Community and non-profit organizations • Credit rating agencies | We aim to be transparent with our stakeholders by providing insights into the Company, its business, and our Board. We have demonstrated this commitment through the sources listed below. • Enhanced compensation disclosures • Investor releases and resources • Annual sustainability reporting • Community involvement • Governance documents, including: • Governance Guidelines • Code of Conduct & Ethics • Supplier Code of Conduct • Insider Trading Policy |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
Investor Relations-focused engagements are held with portfolio managers and analysts. These engagements are conducted year-round and are primarily led by Investor Relations with select participation from the CEO and CFO. We also have direct conversations with existing and prospective shareholders through a number of forums including one-on-one meetings, non-deal roadshows, and industry conferences. Further, from time-to-time we invite shareholders to provide their perspectives directly to our Board during Board meetings. Our year-round corporate governance shareholder engagement program supplements Ally's Investor Relations-focused engagements. Corporate governance-focused engagements are generally held with the governance and stewardship teams of our top shareholders and the proxy advisory firms. Our Legal and Corporate Affairs (LCA) team works closely with Investor Relations and Human Resources on shareholder engagement activities that support Ally’s understanding of investor perspectives on key corporate governance matters. Direct dialogue with shareholders serves as an opportunity to listen, share perspectives, and remain informed on evolving expectations. We are intentional about establishing new and deepening current ongoing, long-term relationships with our shareholders. Over the past few years, we have begun expanding engagement activities to include interactions with stewardship investors outside of the traditional proxy season. As such, we view our engagement with Ally’s institutional investors on the stewardship side as a core component of our governance practices and believe that seeking perspectives is essential for delivering long-term value to all of Ally’s stakeholders. Throughout the year, Ally management participated in corporate governance forums and conferences to strengthen relationships with stakeholders and other corporate governance professionals while staying apprised of industry developments. We attended the Council of Institutional Investors' (CII) Spring and Fall 2025 Conferences and the 2025 Fall Engagement Summit where Ally management held several formal investor engagements while in attendance. Shareholder perspectives learned while in attendance are shared with the Board at the next scheduled meeting following such event.
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| In addition to attending governance conferences, Ally management reaches out to our top shareholders during the proxy off-season and ahead of the annual meeting. During these meetings, we discuss various topics that might include Ally’s compensation and governance practices, proxy and other disclosures, recent shareholder vote results, or questions pertaining to upcoming shareholder proposals. The perspectives of our shareholders are carefully considered by management and the Board and inform potential enhancements and changes to our governance and compensation disclosures and practices. | Director-Shareholder Engagement As appropriate, Director Fennebresque, Chair of the Board’s CNGC, participates in engagements with shareholders. During 2025, Director Fennebresque continued participating in engagements with Ally's largest investors. Further, during 2025, one of Ally's largest shareholders presented their perspectives on a number of topics, including Ally's compensation program, at a meeting of the Board. |
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
We strive to keep lines of communication open with our large stewardship investors by sharing certain information on corporate governance and Board changes. In 2025, we commenced providing those investors with courtesy copies of our public communications announcing these actions, such as the appointment of new directors. Our corporate governance-focused engagement program is supplemented by participation in industry groups and governance organizations. In 2025, Ally management joined several governance organizations and participated in events hosted by the Stanford Institutional Investors Forum, the International Corporate Governance Network (ICGN), and Harvard Law School’s Roundtable on Corporate Governance. We also collaborated with the Bank Policy Institute (BPI) and other leading trade associations to advance best practices in corporate governance. The following chart illustrates the year-round corporate governance shareholder engagement cycle:
Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote
| Late Winter and Spring | | Summer | | • Publish our proxy statement, discussing key themes from our engagements • Publish our annual report and Form 10-K • Engage with shareholders ahead of the annual meeting to address questions • Hold our annual meeting, which is open to all shareholders as of the record date | | • Board reviews feedback from shareholders received ahead of and at the annual meeting • Board considers enhancements to corporate governance disclosures and practices, taking into consideration the voting results from the annual meeting • Publish our People, Purpose, and Impact Report | | | | | | Winter | | Late Summer and Fall | | • Incorporate shareholder feedback into the drafting process for our proxy statement and annual report • Develop and finalize the following year's corporate governance shareholder engagement plan, in coordination with LCA, Investor Relations, and Human Resources | | • Offer engagement to large institutional shareholders and hold meetings • Review shareholder feedback, which initiates the following year's corporate governance shareholder engagement plan • Inform senior leadership of shareholder feedback and present to the CNGC for discussion • Board conducts the annual self-evaluation process, which considers shareholder feedback, among other topics | | Ongoing Engagement | | | | • Participate in industry working groups and governance organizations, such as BPI, ICGN, CII, and the Society for Corporate Governance, to advance governance issues • Attend corporate governance forums and conferences, where we engage with shareholders and governance professionals; share feedback with the Board at the next scheduled meeting • Review shareholders' proxy voting guidelines and engagement priorities to inform continuous improvement of governance disclosures and practices • Send courtesy copies of our filings disclosing significant corporate governance and Board changes | | |
Overview of 2025 Corporate Governance Shareholder Engagement
Overview of 2025 Corporate Governance Shareholder Engagement Note: Represents reported holdings of the percentage of outstanding share ownership as of time of engagement. In the spring of 2025, engagements focused on topics related to our Annual Meeting. Notably, we discussed with investors the enhanced transparency of our scorecard to determine incentive compensation and clarity on the CNGC’s approach to establishing performance expectations, assessing performance, and informing compensation decisions, while underscoring the importance of continued alignment of pay and performance. We also explained the need for retention, sign-on and make-whole awards to stabilize leadership. While many investors appreciated the thoughtful approach taken by the CNGC, our Say-on-Pay proposal ultimately received 63% support of votes cast. In the fall of 2025, we expanded our governance-focused outreach following the Say-on-Pay vote to ensure we understood the perspectives of our investors on our executive compensation program. We also discussed broader business strategy, governance, and sustainability matters. In these conversations, investors expressed support for maintaining a thoughtful Performance Scorecard, but some indicated a preference for a further simplification of the scorecard and the addition of more structure, including greater clarity on how individual performance impacts compensation decisions. Investors also expressed appreciation for Ally’s continued commitment to enhancing our executive compensation program and disclosures in response to shareholder feedback. Feedback was shared with the Board and taken into consideration in decision-making.
Responsiveness to Prior Year's Say-On-Pay Vote and Other Shareholder Feedback
| Compensation-Focused Topics | | | Common Discussion Topics / Areas of Feedback | Responses and Actions | | Support the use of a Performance Scorecard that allows for informed judgment by the CNGC, given the complexities of operating as a financial services company | • In line with shareholder expectations, maintained Performance Scorecard structure as it provides flexibility to navigate the dynamics of a fluid macroeconomic environment while incentivizing NEOs to focus on risk management and execution of our long-term strategic priorities See the 2026 Performance Scorecard section for more details. | | Expressed a preference for a simplified scorecard with fewer metrics and additional structure | • Further streamlined our 2026 Performance Scorecard to reduce the number of financial metrics and business indicators (previously known as "The What") and simplified the prior risk, consumer, and culture indicators (previously known as "The How") into ongoing health indicators • Enhancing disclosures to provide the threshold and maximum goals for financial metrics and business indicators within the Performance Scorecard See the 2026 Performance Scorecard section for more details. | | Sought clarity on how individual performance impacts compensation decisions | • Added structure to provide that scorecard metrics account for 75% of each NEO’s final payout and individual contributions account for 25% of each NEO’s final payout See the 2026 Performance Scorecard section for more details. | | Requested the addition of a return metric to the Performance Scorecard | • Incorporated Core ROTCE as a financial metric within the scorecard in recognition of the importance of the Company’s ability to generate an attractive return on capital See the 2026 Performance Scorecard section for more details. | | Inquired about the goal-setting process for PSUs | • Updated the threshold and target components of the 2026 PSU awards to increase alignment between performance and pay and to enhance the rigor of goals in recognition of the ongoing improvements in Ally's financial performance See the 2026 PSU Awards section for more details. | | Inquired about performance peer group | • Updated the relative TSR benchmark for the 2026 PSU awards from our compensation peer group to the S&P Financials Index to reduce the risk that a small number of peers or M&A activity disproportionately influences outcomes See the Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote for more details. |
Governance Documents
| Pay Component | Non-Employee Director Compensation | | Annual Cash Retainer | • $90,000(a) | | Annual Equity Retainer | • $152,500(b) | | Annual Retainer—Board Chair | • Cash: $70,000(a) | | | • Equity: $105,000(b) | | Annual Cash Retainer—Committee Chairs(a) | • $60,000 | | Annual Cash Retainer—Committee Members(a) | • $20,000 |
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(a) | Total ($) | | Kenneth J. Bacon (b) | 59,313 | — | 59,313 | | Gunther T. Bright (c) | 14,429 | 77,798 | 92,227 | | William H. Cary | 183,077 | 152,510 | 335,587 | | Mayree C. Clark | 130,000 | 152,510 | 282,510 | | Kim S. Fennebresque | 186,538 | 152,510 | 339,048 | | Thomas P. Gibbons (d) | 169,231 | 152,510 | 321,741 | | Michelle J. Goldberg | 71,923 | 152,510 | 224,433 | | Franklin W. Hobbs | 176,538 | 257,507 | 434,045 | | Marjorie Magner (e) | 121,875 | 152,510 | 274,385 | | Allan P. Merrill | 14,429 | 77,798 | 92,227 | | David Reilly (f) | 130,000 | 152,510 | 282,510 | | Brian H. Sharples | 186,538 | 152,510 | 339,048 |
2025 Director Compensation Table
(a) Includes Director DSUs received during 2025. 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. Bacon ceased serving on the Board on May 6, 2025. (c) Mr. Bright elected to defer 50% of his cash retainer payments in the form of Director DSUs. (d) Mr. Gibbons elected to defer 100% of his cash retainer payments in the form of Director DSUs. (e) Ms. Magner ceased serving on the Board on December 9, 2025. (f) Mr. Reilly elected to defer 100% of his cash retainer payments in the form of Director DSUs. The following table sets forth the aggregate number of Director DSUs held by each non-employee director at December 31, 2025.
Director DSU Balances as of December 31, 2025
| Name | Annual Equity Grant (#)(a) | Non-Employee Director (NED) Deferred Stock (#)(b) | Prior Year DSU Total | Total DSUs (#) | | Kenneth J. Bacon | — | — | — | — | | Gunther T. Bright | 2,026 | 160 | — | 2,186 | | William H. Cary | 4,266 | — | 53,387 | 57,653 | | Mayree C. Clark | 4,266 | — | 67,087 | 71,353 | | Kim S. Fennebresque | 4,266 | — | 64,771 | 69,037 | | Thomas P. Gibbons | 4,266 | 4,225 | 11,694 | 20,185 | | Michelle J. Goldberg | 4,266 | — | — | 4,266 | | Franklin W. Hobbs | 7,203 | — | 132,571 | 139,774 | | Marjorie Magner | — | — | — | — | | Allan P. Merrill | 2,026 | — | — | 2,026 | | David Reilly | 4,266 | 3,275 | 24,060 | 31,601 | | Brian H. Sharples | 4,266 | — | 36,843 | 41,109 |
Responding to our 2025 Say-on-Pay Vote
Responding to our 2025 Say-on-Pay Vote Following the Say-on-Pay outcome at our 2025 Annual Meeting, the CNGC directed management to expand the scope of our governance-focused engagement program to gather shareholder input regarding our executive compensation program. Management reached out to shareholders representing 74% of shares outstanding, and engaged with shareholders representing 49% of shares outstanding. The Chair of the CNGC, Kim Fennebresque, continued participating in meetings with our top shareholders, and last year, he participated in meetings with shareholders representing approximately 40% of shares outstanding (as of December 31, 2025). During these engagements, shareholders expressed their appreciation for the CNGC's continued commitment to evolving our executive compensation practices in alignment with shareholder feedback. They also reiterated their support for our Performance Scorecard approach for determining compensation, and acknowledged the challenges in using a fully formulaic approach for a financial services company. However, some shareholders expressed the desire for a simplified scorecard that provides additional clarity on how certain elements impact the outcome. As a result, we made several enhancements to our 2026 Performance Scorecard that build on the efforts we’ve made over the past several years to provide transparency around our process for setting goals, assessing performance, and determining final pay levels. We believe these changes continue to support long-term performance while providing additional insight into how the Performance Scorecard outcomes align with the shareholder experience. Additional details relating to the scope of our shareholder engagement, feedback received, and our responsive actions are included under Shareholder Engagement and Responsiveness within the CD&A.
2025 Compensation Decisions Aligned to Performance
2025 Compensation Decisions Aligned to Performance We use a scorecard approach to establish performance expectations, assess performance, and inform compensation decisions for our named executive officers. Transparency on the rigorous process undertaken by the CNGC is provided throughout the CD&A. In approving incentive payouts for our named executive officers, the CNGC assesses Company and individual performance within the framework of our scorecard, which aligns with how we manage the business and seek to drive long-term value in a manner that considers safety and soundness and prudent risk management. In 2025, the CNGC considered performance across each of our five scorecard pillars and determined that the overall 2025 Performance Scorecard achieved "above target" performance. In making this determination, the CNGC considered achievement levels for metrics within each pillar, as well as execution of our new strategy, which led to 62% year-over-year adjusted earnings per share growth and an increase in TSR for 2025 of approximately 30%. Additional details can be found under 2025 Incentive Awards in the CD&A. The CNGC believes that our executive compensation program incentivizes performance and is aligned with shareholder interests. Shareholder feedback was a key factor driving the enhancements to Ally's executive compensation program, and we are committed to the ongoing evaluation of our compensation practices to ensure they continue to support accountability for performance and reflect shareholder input. We look forward to continued dialogue and encourage you to reach out with any questions or concerns related to our compensation program before making your voting decision. Sincerely, Kim S. Fennebresque (Chair) William H. Cary Mayree C. Clark Franklin W. Hobbs
2025 Compensation Decisions Aligned to Performance
| 108 | Executive Compensation Tables | | | | 108 | Summary Compensation Table | | | 110 | Grants of Plan-Based Awards in 2025 | | | 111 | Outstanding Equity Awards at 2025 Fiscal Year-End | | | 112 | Options Exercised and Stock Vested in 2025 | | | 112 | Nonqualified Deferred Compensation in 2025 | | | 113 | Potential Payments Upon a Termination | | | 119 | Pay Ratio | | | 120 | Pay Versus Performance |
2025 Compensation Decisions Aligned to Performance
| AIP | Annual Incentive Plan | O/S | Outstanding Shares | | CNGC | Compensation, Nominating, and Governance Committee | PSU | Performance Stock Unit | | EPS | Earnings Per Share | RSU | Restricted Stock Unit | | GAAP | Generally Accepted Accounting Principles | ROTCE | Return on Tangible Common Equity | | ICP | Incentive Compensation Plan | TIM | Total Incentive Management | | MRT | Material Risk Taker | TSR | Total Shareholder Return | | NEO | Named Executive Officer | TSV | Total Shareholder Value | | OCI | Other Comprehensive Income | YoY | Year over Year |
2025 Compensation Decisions Aligned to Performance
Compensation Foundation Ally’s incentive compensation framework is designed to reward our team for its performance and to reinforce our long-term safety and soundness as a financial services company — an imperative for protecting our shareholders, our customers, and the broader financial system. In alignment with the Federal Reserve Board’s Guidance on Sound Incentive Compensation Policies, Ally’s approach is to maintain strong oversight, balance risk and reward, and support effective risk management. To achieve this goal, Ally employs a rigorous methodology anchored in a balanced scorecard framework, with flexibility to apply informed judgment where appropriate. This process enables the CNGC to assess performance against pre-established goals and objectives across a broad set of dimensions, including financial outcomes, risk management, customer experience, strategic execution, and workforce strength. The use of informed judgment is a deliberate mechanism that allows the Committee to incorporate macroeconomic trends, evolving risk dynamics, and other industry-related factors that may not be fully captured in formulaic metrics. We believe our approach is consistent with industry best practices across the financial services sector. Leading institutions emphasize similar use of balanced scorecards, informed board judgment, and risk-adjusted performance assessments to ensure that incentive compensation supports long-term value creation and discourages excessive short-term risk-taking. By integrating both quantitative results and qualitative insights, Ally’s program seeks to align total incentive compensation with long-term shareholder value. This structure reinforces a culture of accountability, prudent risk-taking, and sustainable performance. It also enables the CNGC to fully account for nuanced performance outcomes or respond to complex and evolving business conditions as a financial services company.
Compensation Principles
| Align with Shareholders | Our executive compensation program is designed to drive long-term value creation for our shareholders, with pay outcomes aligned to performance | | Incentivize Performance | Provide appropriate short- and long-term incentives based on individual, business, and Company performance | | Balance Risk | Encourage prudent, but not excessive, risk taking | | Be Market Competitive | Provide a total compensation opportunity competitive with market practice and reflective of the responsibilities of the role | | Retain Talent | Encourage the retention of key executives | | CNGC Informed Judgment | Evaluate Company and individual performance against a scorecard and pre-established goals and objectives using informed judgment—which we believe is critical to Ally's safety and soundness as a financial institution—to assess performance for the year |
Compensation Principles
| What We Do to Apply Our Principles | | What We Don't Do | | | | Majority of executive compensation is performance-based through use of variable incentive awards that measure performance in the short- and long-term | | No guaranteed incentive payouts for NEOs | | | Alignment of NEOs’ interests with those of our shareholders by awarding 60% or more of incentive compensation in the form of long-term rewards | | No fixed term employee agreements | | | Measurement of PSU performance based on ROTCE and relative TSR | | No excessive perquisites or executive retirement benefits | | | Annual risk assessment of our compensation program and the risk-management behavior of each of the NEOs | | No single-trigger payments or vesting upon a change in control | | | Utilization of a scorecard to inform overall incentive compensation funding and inform individual NEO compensation decisions | | No tax gross-ups for excise or income taxes | | | Meaningful stock ownership guidelines | | No hedging or pledging of Company stock |
Total Incentive Management
Total Incentive Management The foundation of Ally's executive compensation philosophy is our Total Incentive Management (TIM) approach, which considers incentive compensation holistically rather than as standalone components. TIM also ensures that annual and long-term incentives are directionally consistent and the total incentive opportunity, rather than any single component, is driving alignment with shareholder interests. Under the TIM framework, the CNGC evaluates each NEO’s total incentive opportunity holistically to ensure that compensation outcomes appropriately reflect performance results, support long‑term strategic objectives, and align with shareholder interests. The total incentive award is then allocated between annual cash incentives and long‑term equity awards pursuant to a pre‑established framework. This approach emphasizes performance‑based compensation and reinforces alignment between executive compensation outcomes, the achievement of Company performance goals, and long‑term value creation.
Integration of Annual and Long-Term Incentives
Integration of Annual and Long-Term Incentives The Company’s incentive programs—the Annual Cash Incentive, RSUs, and PSUs—are structured to operate together to reinforce a consistent pay‑for‑performance relationship across both short‑ and long‑term performance horizons. Key design features include: • Consistent performance expectations across annual and long‑term incentive programs through the use of a common performance scorecard, aligning annual execution with long‑term strategic and shareholder outcomes • A significant emphasis on long-term, at-risk equity compensation, reflecting the Committee’s view that sustained performance and long‑term shareholder value creation are best supported when a substantial portion of executive compensation is performance‑based and delivered over multiple years Multi-year PSU performance periods, measured over a three-year period and based on Core ROTCE, with a relative TSR modifier to align payouts with the Company's performance relative to peers Market-aligned incentive compensation opportunities, with actual payouts varying based on performance results, including the potential for reduced or no payouts when performance objectives are not achieved This integrated structure is intended to ensure that executives realize higher incentive compensation only when strong financial, strategic, and shareholder outcomes are achieved, and that compensation outcomes are appropriately reduced when performance does not meet established expectations.
Responsiveness to Prior Year Say-On-Pay Vote
Responsiveness to Prior Year Say-On-Pay Vote In 2025, we conducted two rounds of engagement, one prior to our May Annual Meeting and again in early fall. Ally conducted broad outreach to investors and the leading proxy advisory firms, meeting with each shareholder and proxy advisor who accepted our requests. Mr. Fennebresque, the CNGC Chair, participated in select engagements. We expanded the scope of our fall engagement program compared to prior years to ensure we understood the perspectives of our investors on our executive compensation program. In the fall of 2025, we reached out to investors representing 74% of shares outstanding and engaged with investors representing 49% of shares outstanding, compared with outreach to investors representing 63% of shares outstanding and engagement with investors representing 35% of shares outstanding in the fall of 2024. The charts below highlight our engagement efforts through fiscal year 2025. Note: Represents reported holdings as of time of engagement. In the spring of 2025, engagements focused on topics related to our Annual Meeting. Notably, we discussed with investors the enhanced transparency on our scorecard to determine incentive compensation and clarity on the CNGC’s approach to establishing performance expectations, assessing performance, and informing compensation decisions, while underscoring the importance of continued alignment of pay and performance. We also explained the need for retention, sign-on and make-whole awards to stabilize leadership. While many investors appreciated the thoughtful approach taken by the CNGC, our Say-on-Pay proposal ultimately received 63% support of votes cast. In the fall of 2025, we expanded our governance-focused outreach following the Say-on-Pay vote to ensure we understood the perspectives of our investors on our executive compensation program. We also discussed broader business strategy, governance, and sustainability matters. In these conversations, investors expressed support for maintaining a thoughtful Performance Scorecard, but some indicated a preference for a simplification of the scorecard and the addition of more structure, including greater clarity on how individual performance impacts compensation decisions. Investors also expressed appreciation for Ally’s continued commitment to enhancing our executive compensation program and disclosures in response to shareholder feedback. Feedback was shared with the Board and taken into consideration in its decision-making for 2026. The following table illustrates the compensation-related feedback we received during our engagements and our subsequent response and actions. See the Shareholder Engagement section earlier in this Proxy Statement for additional information on our 2025 engagement efforts and responses to shareholder feedback.
Responsiveness to Prior Year Say-On-Pay Vote
| Compensation-Focused Topics | | | Common Discussion Topics / Areas of Feedback | Responses and Actions | | Support the use of a Performance Scorecard that allows for informed judgment by the CNGC, given the complexities of operating as a financial services company | • In line with shareholder expectations, maintained Performance Scorecard structure as it provides flexibility to navigate the dynamics of a fluid macroeconomic environment while incentivizing NEOs to focus on risk management and execution of our long-term strategic priorities See the 2026 Performance Scorecard section for more details. | | Expressed a preference for a simplified scorecard with fewer metrics and additional structure | • Further streamlined our 2026 Performance Scorecard to reduce the number of financial metrics and business indicators (previously known as ‘The What’) and simplified the prior risk, consumer, and culture indicators (previously known as ‘The How’) into ongoing health indicators • Enhancing disclosures to provide the threshold and maximum goals for financial metrics and business indicators within the Performance Scorecard See the 2026 Performance Scorecard section for more details. | | Sought clarity on how individual performance impacts compensation decisions | • Added structure to provide that scorecard metrics account for 75% of each NEO’s final payout and individual contributions account for 25% of each NEO’s final payout See the 2026 Performance Scorecard section for more details. | | Requested the addition of a return metric to the Performance Scorecard | • Incorporated Core ROTCE as a financial metric within the scorecard in recognition of the importance of the Company’s ability to generate an attractive return on capital See the 2026 Performance Scorecard section for more details. | | Inquired about the goal-setting process for PSUs | • Updated the threshold and target components of the 2026 PSU awards to increase alignment between performance and pay and to enhance the rigor of goals in recognition of the ongoing improvements in Ally's financial performance See the 2026 PSU Awards section for more details. | | Inquired about performance peer group | • Updated the relative TSR benchmark for the 2026 PSU awards from our compensation peer group to the S&P Financials Index to reduce the risk that a small number of peers or M&A activity disproportionately influences outcomes See the Timeline of Key Actions Regarding our 2025 Say-on-Pay Vote for more details. |
Responsiveness to Prior Year Say-On-Pay Vote
Performance Scorecard The CNGC is committed to transparency regarding our Performance Scorecard and has continued to make enhancements to the Performance Scorecard structure and related disclosures considering shareholder input. In response to shareholder feedback following our 2025 Say-on-Pay vote, the CNGC streamlined our 2026 scorecard to reduce the number of metrics from 19 metrics total to 9 metrics total, including reducing the number of financial metrics and business indicators (previously known as ‘The What’) from 9 metrics to 5 metrics, and simplifying the prior 10 risk, consumer, and culture indicators (previously known as ‘The How’) into ongoing health indicators across 4 key themes. In restructuring the scorecard, the CNGC incorporated Core ROTCE as a financial metric in recognition of the importance of the Company’s ability to generate returns on its equity base that supports core operations. The other remaining 4 financial metrics and business indicators are consistent with select measures included in our 2025 Performance Scorecard.
Responsiveness to Prior Year Say-On-Pay Vote
| 2025 v. 2026 Performance Scorecard Changes | | | | 2025 Performance Scorecard | | 2026 Performance Scorecard | | 19 total metrics | | 9 total metrics | | 9 financial metrics | | 5 financial metrics | | 10 risk, consumer, and culture indicators | | ongoing health indicators across 4 key themes |
Responsiveness to Prior Year Say-On-Pay Vote
In connection with the changes to the 2026 scorecard metrics, the CNGC will disclose threshold and maximum goals for each financial metric and business indicator, in addition to target goals which had previously been disclosed, to provide additional transparency on its decision-making process. The Committee also added additional structure to provide that scorecard metrics account for 75% of each NEO’s final payout and individual contributions account for 25% of each NEO’s final payout. The new scorecard will be applied in the context of our incentive compensation framework, compensation philosophy, and operating environment.
2026 Performance Scorecard
| 75% Total Scorecard Payout | | | + | 25% Individual Contribution | = | Performance Payout | | 80% Weighting | Financial and Business Indicators | | | | | | | | Total Adjusted Revenue Consolidated NCO % Operating Expenses Core ROTCE Common Equity Tier 1 | Number of financial and business metrics is reduced from 9 to 5. Scorecard will include values for threshold, target, maximum, and achievement and will be disclosed after the performance cycle. | | | | | | 20% Weighting | Ongoing Health Indicators | Additional metrics that support financial performance and are critical to Ally's long-term success | | | | |
Timeline of Performance Scorecard Enhancements
Timeline of Performance Scorecard Enhancements The Board made a number of changes to our Performance Scorecard and related disclosure that build on the enhancements it has made since 2023:
Timeline of Performance Scorecard Enhancements
| 2025 | | • Simplified our 2026 Performance Scorecard by reducing the number of metrics and disclosing the threshold and maximum goals for financial metrics and business indicators. Additionally, added structure to provide that company scorecard metrics account for 75% of each NEO's payout and individual contributions account for 25%. • Incorporated Core ROTCE as a financial metric within the 2026 Performance Scorecard in recognition of the importance of the Company's ability to generate an attractive return on capital. • Updated the threshold and target components of the PSU awards to increase alignment between performance and pay and enhance the rigor of goals in recognition of the ongoing improvements in Ally's financial performance. | | 2024 | | • Disclosed weightings for the financial and strategic components of the five scorecard pillars. • Disclosed the goals and objectives and priority performance indicators for each of the five scorecard pillars. • Disclosed the Performance Scorecard, including targets and assessment of overall achievement relative to target, for each of the five scorecard pillars. • Enhanced disclosure regarding the rigorous process the CNGC undertakes to set performance goals and targets at the beginning of the year and assess performance at the end of the year to determine incentive payouts. • Enhanced disclosure of CNGC considerations in determining incentive compensation for each NEO. • Disclosed target incentive opportunities for our NEOs. • Added disclosure that our overall incentive pool continues to be capped at 200% of funding target. • Disclosed NEO target incentive as well as our cap on NEO incentive compensation at 200% of individual target. | | 2023 | | • Disclosed our Performance Scorecard for determining incentive compensation, including the five scorecard pillars and achievements considered. |
1: Establish Performance Goals and Incentive Targets
1: Establish Performance Goals and Incentive Targets 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 that 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 2025 Performance 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 balances “the what” (inclusive of the financial metrics and business indicators) with “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 macroeconomic 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 each year, the Performance 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 Performance Scorecard at regularly scheduled CNGC meetings throughout each year and following the end of each 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.
1: Establish Performance Goals and Incentive Targets
| 200% Cap on Compensation Pool Funding Target | 200% Cap on NEO's Target Incentive |
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 2025, 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 was 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 following the end of a performance year. 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.
2025 Performance Scorecard
2025 Performance Scorecard At the beginning of the year, the CNGC established the 2025 Performance Scorecard based on the business plan approved by the Board, which reflected forecasted execution of the "Focused. Forward." strategy. Target ranges for key financial metrics aligned with investor guidance announced in January 2025 and were established to reflect execution of the new strategy, which is focused on originating accretive assets in our core franchises and positioning us for margin expansion in a variety of interest rate scenarios while remaining disciplined in expenses. Targets for the four other pillars were determined based on a combination of market analysis, competitive benchmarking, and stakeholder expectations.
2025 Evaluation of Company Performance and Incentive Pool Determination
| The CNGC determined that Ally’s overall 2025 performance was “above target,” and accordingly funded the Company’s incentive pool above the target level. This decision reflects the 2025 financial results and compounding benefit driven by the new "Focused. Forward." strategy. All financial metrics in the 2025 Performance Scorecard met or exceeded the high end of their target ranges. The CNGC determined an overall key financial metric pillar rating of "above target," supported by 62% year-over-year growth in adjusted earnings per share(a) and a Core ROTCE of 10.4%(a), which marked significant progress towards Ally’s mid-teens return target. These achievements were delivered despite a dynamic environment of changing tariff policies, ongoing interest rate volatility, and a softening labor market. | Determinations by the CNGC with respect to Scorecard Pillars The CNGC determined all five of the 2025 Performance Scorecard pillars to be "above target." |
2025 Evaluation of Company Performance and Incentive Pool Determination
In addition to the financial metrics pillar, the CNGC determined the four remaining pillars within the Performance Scorecard also performed "above target" with nearly all underlying metrics surpassing the goals set at the beginning of the year. All five Scorecard pillars were thus rated “above target” for 2025, leading the CNGC to conclude that the overall 2025 Performance Scorecard achieved "above target" performance. This comprehensive outperformance across the Performance Scorecard drove the decision to fund the overall company incentive pool above target. In making this determination, the CNGC considered how management’s deliberate strategic actions in 2025 served to strengthen Ally’s foundation for future growth and resilience. Beyond achieving the financial targets established at the start of the year, management undertook several key initiatives that resulted in a stronger company, better positioned for earnings growth and resilience in the years ahead, including: • Divested the Ally Credit Card business, streamlining the Company’s focus on core operations and generating additional capital. • Repositioned the securities portfolio to enhance earnings stability and better manage interest rate risk. • Executed strategic credit risk transfers, generating Common Equity Tier 1 capital while reducing overall credit exposure. • Maintained disciplined expense management, controlling operating costs to improve efficiency ratio and support higher profitability. These actions bolstered Ally’s earnings and capital levels while reducing interest rate and credit risk, resulting in a stronger and more resilient company going forward. Importantly, Ally achieved these results while also growing its core loan portfolios. Both the Retail Auto and Corporate Finance expanded more than 5% year over year, reflecting strong momentum in the Company’s core lending franchises. This robust performance enabled Ally to meet the full-year financial guidance set in January 2025 and culminated in the authorization of a $2B share repurchase program, supported by the Company’s strengthened earnings and capital position. The CNGC further noted that 2025 performance translated into exceptional returns for shareholders. In 2025, Ally delivered approximately a 30% total shareholder return (TSR), double the S&P Financial Index TSR of 15% for the same year. Over the three-year period ending in 2025, Ally’s TSR was 106%, significantly outperforming the S&P Financial Index TSR of 68%. This superior TSR performance underscores the positive impact of the “Focused. Forward.” Strategy on shareholder value. Overall, 2025 was a pivotal year for Ally - an inflection point where the new "Focused. Forward." strategy began to yield markedly improved financial results and enhanced shareholder value.(b) The 2025 Performance Scorecard and performance outcomes are shown below, followed by context for performance within each of the pillars that was considered by the CNGC in assessing overall achievement. (a)This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations. (b) See the Proxy Summary for additional detail on our businesses, the "Focused. Forward." strategy and our strategic objectives.
2025 Performance Relative to Scorecard
2025 Performance Relative to Scorecard The below provides additional detail on performance across each of the five Performance Scorecard pillars. Additional detail on individual performance for each NEO is provided in the 2025 Individual Performance and Compensation Decision section.
2025 Performance Relative to Scorecard
| Cultural Indicators | • Maintained position as an employer of choice with a strong culture as reflected in low attrition, favorable to the target level despite an intentional decision to simplify the business and focus on core franchises, which resulted in the exit of certain business and reductions in headcount. • Employee engagement and belonging scores remained above the financial services benchmarks and above targets, reflected in employee engagement in the top 10% of the global benchmark. Additionally, 90% of teammates indicated Ally is a great place to work in a leading third-party Best Places to Work survey, 33 points above the industry average. Conclusion: The CNGC determined an overall cultural indicators pillar rating of "above target" because all indicators exceeded the targets established at the beginning of the year. |
2025 Incentive Awards
2025 Incentive Awards For 2025, the CNGC applied the decision-making framework detailed above to determine incentive compensation outcomes that appropriately reflected both company performance and shareholder experience. Based on strong performance against the scorecard and outcomes that advanced long-term shareholder value, the CNGC approved incentive compensation payouts above target for all NEOs. This determination reflects the disciplined execution against key financial, strategic, and operational objectives, consistent with the Company’s pay-for-performance philosophy. In evaluating incentive outcomes, the CNGC conducted a comprehensive assessment of both company and individual performance, incorporating quantitative results as well as qualitative considerations, including leadership effectiveness, execution against strategic priorities, and prudent risk management. The CNGC’s deliberations were informed by a holistic review of performance outcomes and long-term shareholder value creation. Additional detail regarding the specific factors considered for each NEO is provided in the 2025 Individual Performance and Compensation Decision section. The following table presents detailed information regarding 2025 total incentive compensation, which is allocated to annual cash incentive, RSUs, and PSUs pursuant to a formulaic mix, as described above under Elements of Compensation This mix is designed to balance near-term performance with long-term value creation, reinforce accountability for results, and further align executive incentives with the interests of shareholders.
2025 Incentive Awards
| NEO | 2025 Target Incentive Compensation ($) | 2025 Actual Incentive Compensation ($) | 2025 % of Target | 2026 Target Incentive Compensation ($) | | Michael G. Rhodes | 12,500,000 | 15,000,000 | 120% | 14,500,000 | | Russell E. Hutchinson | 4,500,000 | 5,400,000 | 120% | 4,500,000 | | William C. Hall Jr. | 3,150,000 | 3,875,000 | 123% | 3,150,000 | | Stephanie N. Richard | 2,150,000 | 2,675,000 | 124% | 2,350,000 | | Douglas R. Timmerman | 4,550,000 | 5,800,000 | 127% | 4,550,000 |
2025 Incentive Awards
As part of its annual incentive target-setting process, the CNGC also reviewed competitive market data, peer compensation practices, and the scope, complexity, and impact of each executive’s role. This assessment included consideration of individual experience, sustained performance, and evolving responsibilities. Based on this analysis, and with the support of the CNGC’s independent compensation consultant, the CNGC increased the 2026 incentive targets for Mr. Rhodes and Ms. Richard to maintain appropriate market alignment and reflect the importance of their roles in driving the Company’s performance and strategic execution.
2026 PSU Awards
2026 PSU Awards The PSUs granted to our NEOs in 2026 were awarded based on incentive allocation for 2025 performance. The 2026 PSUs vest following a three-year performance period based on achievement of Core ROTCE 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 peers. 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 2026 PSUs, the CNGC increased the target return necessary to receive a 100% payout. Management will need to deliver a three-year average Core ROTCE of 12% compared to a range of 9% - 12% in prior awards. This singular target is approximately 200 basis points higher than Ally’s 2025 return highlighting the expectation for continued earnings expansion. Replacing the previous range with a singular value enhances the rigor of the target for management and therefore the incentive to deliver a compelling three-year trajectory. Additionally, the threshold to receive a 50% payout was increased to a three-year average Core ROTCE of 7.0% (from 6.0% in the 2025 PSUs). The following table provides additional information considered by the CNGC in selecting each performance metric. The Committee also changed the relative TSR modifier for the 2026 awards. Ally's TSR will be benchmarked against the S&P 500 Financials Index for the three-year performance period. Comparing to a broader index instead of our compensation peer group reduces the risk that a small number of peers or M&A activity disproportionately influences outcomes. The following table provides additional information considered by the CNGC in selecting each performance metric.
2026 PSU Awards
| PSU Metric | Weight | Reason for Inclusion | | Core ROTCE (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 comparable companies. |
2026 PSU Awards
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. Refer to Appendix A of this Proxy Statement for details on additional designated items. 2025 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 2025. 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 2026. 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.
MICHAEL G. RHODES, Chief Executive Officer
| | • Advanced our culture by placing in the top 10% of global workplaces for employee engagement for the 5th consecutive year, as measured by a third-party provider • Surpassed Top 10% culture benchmark globally in first culture assessment, as measured by a third-party provider • Named a Fortune 100 Best Companies to Work For (No. 56, up 10 spots year over year) in addition to other significant national recognition • Maintained a strong high-performer retention rate of 92% and better-than-benchmark annualized voluntary attrition of 8% • Championed and participated in executive development process aimed at strengthening our leadership pipeline • Nurtured an environment of inclusiveness & belonging as evidenced by a belonging score of 82 – exceeding the Global Top 10% benchmark & industry benchmarks as measured by a third party provider • Reinforced commitment to employee engagement and operational excellence through direct visits with front-line teams to better understand the employee and customer experience • Announced #OwnIt2026 grants for the 7th straight year, and Discretionary 401k contribution for the 16th straight year • Supported our communities through 60,000+ employee volunteer hours and $2.4 million to match employee hours and donations given to local nonprofit organizations • Provided financial support of $18.5M in grants, sponsorships, and charitable payments to communities we live, work & serve |
RUSSELL E. HUTCHINSON, Chief Financial Officer
| | Company-wide performance • Delivered solid 2025 business performance in a challenging environment across our leading auto, insurance, corporate finance and digital bank platforms • Adjusted EPS of $3.81(a) • Core ROTCE of 10.4%(a) • Consolidated Net Charge-offs of 1.28% • Operating Expenses of $5.0 billion • Core Pre-Tax Income of $1.6 billion(a) • CET1 Capital Ratio of 10.2% | Individual performance • Strengthened balance sheet by increasing capital levels while supporting disciplined growth of core franchises • Mitigated exposure to interest rate risk • Managed enterprise-wide expenses, achieving a second consecutive year of lower controllable expenses and flat total expenses despite 1-in-200-year weather event in Q1 • Led critical initiatives aligned with the strategic plan, including divestiture of non-core businesses, realignment of reporting segments, and enterprise-wide transformation efforts • Provided accurate, timely and transparent disclosures and engagement with the investment community | | | • Exceeded risk indicator targets including: • Total Available Liquidity $66B • Common Equity Tier 1 10.2% • Delivered disciplined capital management, effective risk management and mitigation of Ally’s interest rate risk • Maintained strong financial controls including consistent methodology, centralized planning, testing, and monitoring • Supported all critical cyber initiatives to ensure continuous vigilance and technological and operational resiliency | | | | • Spearheaded efforts to modernize and streamline the financial technology operating system and team, generating cost efficiencies that enabled reinvestment into core franchise growth • Maintained investment grade ratings across all major rating agencies • Executed actions to generate excess capital and/or redeploy capital to better serve dealer and consumer customers, including the sale of Ally Credit Card | | | | • Maintained Ally’s position, internally and externally, as an employer of choice with a very strong culture as reflected in organizational health metrics, including the following for our Finance, Treasury, Accounting and Supply Chain Teams: • Engagement score in top 10% of Global benchmark • Belonging score above Financial Services benchmark • High performer retention rate of 90% • Annualized voluntary attrition of 9% • Focused leadership development efforts increased internal mobility and boosted the number of roles filled by internal candidates, reinforcing a strong pipeline of future-ready talent • Accelerated development of next level leadership to ensure a strong pipeline of successors for critical roles • Led strong community engagement with roughly 2,800+ community volunteer hours recorded across the Finance, Treasury, Accounting and Supply Chain employee base | |
WILLIAM C. HALL JR., President, Corporate Finance
| | Company-wide performance • Delivered solid 2025 business performance in a challenging environment across our leading auto, insurance, corporate finance and digital bank platforms • Adjusted EPS of $3.81(a) • Core ROTCE of 10.4%(a) • Consolidated Net Charge-offs of 1.28% • Operating Expenses of $5.0 billion • Core Pre-Tax Income of $1.6 billion(a) • CET1 Capital Ratio of 10.2% | Individual performance • Corporate Finance met or exceeded all its financial targets, including generating $365 million in pre-tax income with a 28% return on equity, year-over-year asset growth of 35% and non-accrual and criticized loan levels near historical lows • Continued CF’s compelling growth trajectory, with assets doubling over the last five years with an average compound annual growth rate (CAGR) of over 16% • Positioned the business for continued profitable growth coupled with strong risk discipline as a critical element of our "Focused. Forward." strategy. Added four products to Corporate Finance’s portfolio including the successful launch of an Energy and Infrastructure lending vertical • Led the divestiture of the credit card and mortgage businesses, with results exceeding expectations while minimizing employee displacement and ensuring smooth transitions | | | • Continued to successfully navigate emerging risks in a highly competitive market as evidenced by historically low level of criticized/non-accrual assets • Operated within defined risk thresholds and in alignment with regulatory expectations • Focused on technological resiliency, including the use of AI to streamline workflows and reduce human error risk | | | | • Managed expenses while scaling the size of the business with operating efficiency of ~26% • Continued to expand the client roster and depth of our existing relationships in our Private Credit Finance, Sponsor Finance and Specialty Finance (Commercial Real Estate, Technology and Energy & Infrastructure) lending verticals, helping enable Corporate Finance to serve as Agent/co-Agent in virtually all of our transactions, a key driver of fee income and overall profitability • Portfolio quality is strong, with favorable specific provision reserves and a nominal problem loan portfolio | | | | • Maintained Ally’s position, internally and externally, as an employer of choice with a very strong culture as reflected in organizational health metrics, including the following for our Corporate Finance Team: • Engagement score in top 10% of Global benchmark • Belonging score above Financial Services benchmark • High performer retention rate of 100% • Annualized Voluntary attrition of 8% • Focused leadership development efforts increased internal mobility and boosted the number of roles filled by internal candidates, reinforcing a strong pipeline of future-ready talent • Accelerated development of next level leadership to ensure successors for critical roles • Led strong community engagement with roughly 750+ community volunteer hours recorded across the Corporate Finance employee base | |
STEPHANIE N. RICHARD, Chief Risk Officer
| | Company-wide performance • Delivered solid 2025 business performance in a challenging environment across our leading auto, insurance, corporate finance and digital bank platforms. • Adjusted EPS of $3.81(a) • Core ROTCE of 10.4%(a) • Consolidated Net Charge-offs of 1.28% • Operating Expenses of $5.0 billion • Core Pre-Tax Income of $1.6 billion(a) • CET1 Capital Ratio of 10.2% | Individual performance • Improved overall infrastructure and routines of the risk function to be more systematic, centralized and consistent through a centralized reporting repository, standards and increased accountability for effective challenge • Advanced the use of AI for risk management, driving efficiencies and improved insights while ensuring prudent governance • Increased second line oversight and routines for credit risk management, corporate forecasting and technology risk through external benchmarking, governance routines and challenger models | | | • Remained prudent in understanding and accepting risks and redesigned Ally’s risk appetite framework to ensure consistency with industry practices and to ensure the right risks are escalated to the appropriate governing bodies, improving the value of the risk appetite measures to be more outcome, action orientated • Enhanced second line challenge for credit and technology risk, leveraging independent models, data analytics, and governance routines—leading to stronger decision-making and better root cause analysis • Maintained strong regulatory relationships and proactively leveraged data to share key insights with regulators • Advanced AI governance and model validation framework to ensure prudent management of AI related risks, while also supporting expanded use of AI across the organization | | | | • Maintained Ally’s position, internally and externally, as an employer of choice with a very strong culture as reflected in organizational health metrics, including the following for our Risk Organization: • Engagement score in top 10% of Global benchmark • Belonging score above Financial Services benchmark • High performer retention rate of 88% • Focused leadership development efforts increased internal mobility and boosted the number of roles filled by internal candidates, reinforcing a strong pipeline of future-ready talent • Accelerated development of next-generation leaders to ensure a strong pipeline of successors for critical roles • Increased level of Chief Risk Officer engagement with teammates across the Risk function through small group meetings, soliciting feedback, and regular, transparent communications • Implemented a shared service model that optimizes resources and positions the function for more proactive risk management and consistency of practices • Led strong community engagement with roughly 2,050+ community volunteer hours recorded across Risk employee base, with an employee participation rate of 95% | |
DOUGLAS R. TIMMERMAN, President, Dealer Financial Services
| | • Maintained Ally’s position, internally and externally, as an employer of choice with a very strong culture as reflected in organizational health metrics, including the following for our Dealer Financial Services Team: • Engagement score in top 10% of Global benchmark • Belonging score above Financial Services benchmark • High performer retention rate of 97% • Annualized voluntary attrition of 7% • Focused leadership development efforts increased internal mobility and boosted the number of roles filled by internal candidates, reinforcing a strong pipeline of future-ready talent • Accelerated development of next-generation leaders to ensure a strong pipeline of successors for critical roles • Strengthened organizational bench through continued talent movement between Auto Finance and Insurance • Led strong community engagement with roughly 25,900+ community volunteer hours recorded across the Dealer Financial Services employee base |
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 Core ROTCE (excluding OCI) and then a relative TSR performance modifier is applied as detailed below. PSU payouts are determined using linear interpolation between the two nearest performance levels.
2023 PSU Awards: Performance Period 1/1/2023 - 12/31/2025
2023 PSU Awards: Performance Period 1/1/2023 - 12/31/2025 The three-year performance period for PSUs granted in 2023 for 2023-2025 performance is complete and the CNGC has certified the following results. Ally delivered strong results on Core ROTCE (ex. OCI), which reflects management’s continued focus on driving shareholder return. Ally also achieved top quartile relative TSR performance among our peers, resulting in the application of a 120% modifier. As a result, PSUs granted in 2023 vested at 118% of target, reversing trends of below-target payout for 2021 and 2022 PSUs of 75% and 32%, respectively. The goals established by the CNGC for the PSUs granted in 2024 and 2025 follow:
2024 PSU Awards: Performance Period 1/1/2024 - 12/31/2026
2024 PSU Awards: Performance Period 1/1/2024 - 12/31/2026 (a) Core ROTCE (ex. OCI) is used for assessment of 2023 and 2024 PSU Awards. This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations. (a) Core ROTCE (ex. OCI) is used for assessment of 2025 PSU Awards. This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations. Assessing Compensation Competitiveness
Compensation Consultant
Compensation Consultant FW Cook served as an independent compensation consultant to the CNGC during 2025 for the 2025–2026 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 our executives, including our NEOs, and our non-employee directors. Upon request, FW Cook 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
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. This peer group is consistent with the peer group the CNGC used in 2024.
Compensation Peer Group
| 2025 Compensation Peer Group (a) | | | • Capital One (COF) • Citizens Financial Group (CFG) • Comerica (CMA) • Discover (DFS) • Fifth Third Bancorp (FITB) • Huntington Bancshares (HBAN) • KeyCorp (KEY) | • M&T Bank (MTB) • PNC Financial (PNC) • Regions Financial (RF) • Synchrony Financial (SYF) • Truist Financial (TFC) • U.S. Bancorp (USB) • Zions Bancorporation (ZION) |
Compensation Peer Group
(a) Following the mergers of Capital One and Discover (closed May 18, 2025) and Fifth Third Bancorp and Comerica (closed February 2, 2026) Discover and Comerica have been removed from Ally's Compensation Peer Group for 2026. To offset this removal and in alignment with criteria based on the chart below, Ally has added American Express, Bread Financial, and SoFi Technologies. The following chart shows how Ally compares to its 2025 peer group for some relevant metrics. In approving the peer group for 2025, 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 ten 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.
Risk Balancing Components
| Risk Balancing Highlights | | | Balanced Pay Components | • Fixed base pay with significant portion of incentive compensation deferred • At-risk incentive compensation designed to align performance with long-term goals based on achievement of performance metrics and objectives outlined in the scorecard | | Long-Term Incentive Design | • Performance achievement aligned to core ROTCE and a relative TSR performance modifier • Design is intended to align executive compensation with the company’s operating performance, risk appetite and long-term shareholder return • Three-year vesting period with payout based on achievement of pre-determined financial performance metrics | | Implementation of Risk Mitigation Best Practices | • Stock ownership guidelines • Loss trigger review of CEO, NEOs and other MRTs factored into compensation decisions (which is described in more detail under Clawback Provisions and Related Reviews below) • Clawback provisions • No executive employment agreements • Anti-hedging and anti-pledging policies |
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. Executive Severance Plan adopted in 2025. 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 2025, 2024 and 2023, 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 ($)(e) | Total ($) | | Michael G. Rhodes | 2025 | 1,000,000 | 4,500,000 | 7,203,055 | 67,139 | 12,770,194 | | Chief Executive Officer | 2024 | 634,615 | 3,087,000 | 16,200,061 (d) | 1,018,832 | 20,940,508 | | Russell E. Hutchinson | 2025 | 750,000 | 2,160,000 | 2,400,002 | 47,046 | 5,357,048 | | Chief Financial Officer | 2024 | 750,000 | 1,600,000 | 2,703,825 | 185,625 | 5,239,450 | | | 2023 | 346,154 | 1,800,000 | 4,250,050 | 1,154,982 | 7,551,186 | | William C. Hall Jr. | 2025 | 650,000 | 1,550,000 | 1,762,543 | 59,290 | 4,021,833 | | President, Corporate Finance | | | | | | | | Stephanie N. Richard | 2025 | 650,000 | 1,070,000 | 1,080,010 | 53,986 | 2,853,996 | | Chief Risk Officer | 2024 | 638,462 | 720,000 | 928,800 | 53,043 | 2,340,305 | | Douglas R. Timmerman | 2025 | 750,000 | 2,320,000 | 2,220,014 | 63,022 | 5,353,036 | | President, Dealer Financial Services | 2024 | 750,000 | 1,480,000 | 2,313,780 | 61,119 | 4,604,899 | | | 2023 | 750,000 | 1,540,000 | 10,703,257 | 59,190 | 13,052,447 |
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—Compensation Decisions earlier in this Proxy Statement. (b) The amounts in this column for 2025 represent the annual cash bonuses paid to the NEOs in February 2026 in respect of 2025 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 2025 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 2025 table later in this Proxy Statement. The following are the values of the 2025 PSUs as of the grant date assuming attainment of the maximum level of performance: Mr. Rhodes, $7,779,299; Mr. Hutchinson, $2,160,002; Mr. Hall $1,269,059; Ms. Richard $972,008; and Mr. Timmerman, $1,998,013. (d) In connection with Mr. Rhodes’ appointment as CEO in 2024, the Company granted sign-on equity awards intended to replace certain compensation forfeited or otherwise forgone in connection with his resignation from his prior employer. The stock awards reported for 2024 reflect make‑whole equity awards with an aggregate grant date fair value of $16,200,061, consisting of (i) $4,200,027 (at target) cash-settled PSUs, which will be earned and vest subject to the same terms and conditions applicable to PSUs granted to the Company’s other named executive officers in 2024, and (ii) $12,000,034 in RSUs, which vest in three equal installments on December 11, 2024, December 11, 2025, and December 11, 2026, subject to Mr. Rhodes’ continued employment on each applicable vesting date and otherwise subject to the terms and conditions applicable to the Company’s 2024 equity awards for named executive officers. (e) This column includes the incremental cost of certain perquisites and other personal benefits provided to the NEOs. For 2025, these amounts include:
Summary Compensation Table
| | Michael G. Rhodes ($) | Russell E. Hutchinson ($) | William C. Hall Jr. ($) | Stephanie N. Richard ($) | Douglas R. Timmerman ($) | | Financial Counseling(a) | 10,000 | 3,808 | — | 10,000 | 10,000 | | Executive Physical(b) | 3,730 | 2,421 | 3,425 | 2,421 | 3,423 | | Liability Insurance(c) | 1,815 | 1,815 | 1,815 | 1,815 | 1,815 | | Relocation | — | — | — | — | — | | Other(d) | 1,150 | — | — | — | — | | Total perquisites | 16,695 | 8,044 | 5,240 | 14,236 | 15,238 | | College Save Up Program(e) | — | — | — | 1,300 | 1,300 | | Life Insurance(f) | 15,444 | 4,002 | 19,050 | 3,450 | 11,484 | | 401(k) Matching Contribution(g) | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | | Total All Other Compensation | 67,139 | 47,046 | 59,290 | 53,986 | 63,022 |
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) Represents use of a Company-provided car service for the CEO and other non-cash Ally branded items. In addition, from time to time our named executive officers may be permitted to use corporate aircraft for personal use. In such cases, the named executive officer is required to reimburse the Company for the full aggregate incremental cost. (e) Represents the employer contribution to a designated 529 Plan. (f) Represents the tax value of life insurance for 2025 that was provided by the Company. (g) Represents the employer contribution, Company match contribution, and discretionary contribution made to each NEO’s account under the Ally 401(k) plan. Other Compensation Tables
Grants of Plan-based Awards in 2025
Grants of Plan-based Awards in 2025 The following table provides information on grants of plan-based awards made to our NEOs during 2025 under the ICP.
Grants of Plan-based Awards in 2025
| 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 | 1/28/2025 | | | | 73,764 | 2,881,222 | | | PSU(a) | 1/28/2025 | 44,258 | 110,646 | 199,163 | — | 4,321,833 | | Russell E. Hutchinson | RSU | 1/28/2025 | | | | 30,722 | 1,200,001 | | | PSU(a) | 1/28/2025 | 12,289 | 30,722 | 55,300 | — | 1,200,001 | | William C. Hall Jr. (d) | RSU | 1/28/2025 | | | | 27,074 | 1,057,510 | | | PSU(a) | 1/28/2025 | 7,220 | 18,050 | 32,490 | — | 705,033 | | Stephanie N. Richard (d) | RSU | 1/28/2025 | | | | 13,825 | 540,005 | | | PSU(a) | 1/28/2025 | 5,530 | 13,825 | 24,885 | — | 540,005 | | Douglas R. Timmerman (d) | RSU | 1/28/2025 | | | | 28,418 | 1,110,007 | | | PSU(a) | 1/28/2025 | 11,367 | 28,418 | 51,152 | — | 1,110,007 |
Grants of Plan-based Awards in 2025
(a) These amounts reflect the cash-settled PSUs granted to the NEOs in 2025, 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 (ex. OCI) during the performance period commencing on January 1, 2025 and ending on December 31, 2027. The amounts in the “Threshold” sub-column reflect 40% 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—2025 Individual Performance 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 2025. The 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. (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 (ex. OCI) 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, assuming attainment of the Core ROTCE (ex. OCI) and TSR 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, 2025. (d) RSUs for Mr. Timmerman, Ms. Richard, and Mr. Hall are nonforfeitable since they have attained retirement eligibility pursuant to the terms of the awards.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information regarding the outstanding equity awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 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 | 1/28/2025 | | | 110,646 | 5,011,157 | | | 1/28/2025 | 73,764 | 3,340,772 | | | | | 4/29/2024 | | | 107,253 | 4,857,488 | | | 4/29/2024 | 102,146 | 4,626,192 | | | | Russell E. Hutchinson | 1/28/2025 | | | 30,722 | 1,391,399 | | | 1/28/2025 | 30,722 | 1,391,399 | | | | | 1/26/2024 | 100 | 4,529 | | | | | 1/26/2024 | | | 35,886 | 1,625,277 | | | 1/26/2024 | 23,924 | 1,083,518 | | | | | 10/20/2023 | 48,511 | 2,197,063 | | | | | 7/21/2023 | 29,037 | 1,315,086 | | | | William C. Hall Jr. (d) | 1/28/2025 | | | 18,050 | 817,485 | | | 1/28/2025 | 26,127 | 1,183,292 | | | | | 1/26/2024 | 100 | 4,529 | | | | | 1/26/2024 | | | 17,491 | 792,167 | | | 1/26/2024 | 17,492 | 792,213 | | | | | 10/20/2023 | 20,791 | 941,624 | | | | | 1/27/2023 | 100 | 4,529 | | | | | 1/27/2023 | | | 24,454 | 1,107,522 | | | 1/27/2023 | 10,362 | 469,295 | | | | Stephanie N. Richard (d) | 1/28/2025 | | | 13,825 | 626,134 | | | 1/28/2025 | 13,365 | 605,301 | | | | | 1/26/2024 | 100 | 4,529 | | | | | 1/26/2024 | | | 9,836 | 445,472 | | | 1/26/2024 | 9,836 | 445,472 | | | | | 10/20/2023 | 20,791 | 941,624 | | | | | 1/27/2023 | 100 | 4,529 | | | | | 1/27/2023 | | | 9,491 | 429,847 | | | 1/27/2023 | 4,022 | 182,156 | | | | Douglas R. Timmerman (d) | 1/28/2025 | | | 28,418 | 1,287,051 | | | 1/28/2025 | 27,469 | 1,244,071 | | | | | 1/26/2024 | 100 | 4,529 | | | | | 1/26/2024 | | | 30,702 | 1,390,494 | | | 1/26/2024 | 20,468 | 926,996 | | | | | 10/20/2023 | 221,761 | 10,043,556 | | | | | 1/27/2023 | 100 | 4,529 | | | | | 1/27/2023 | | | 49,273 | 2,231,574 | | | 1/27/2023 | 13,919 | 630,392 | | |
Outstanding Equity Awards at 2025 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 2023, 2024, and 2025 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 2023 (reflected based on actual achievement of 118% for the performance period that ended on December 31, 2025), and (iii) the 100 RSUs granted to employees in 2023 and 2024 in recognition of our notable accomplishments and to support a founder’s mentality. (b) The market values of the awards were calculated by multiplying the number of shares underlying the awards by $45.29, which was the closing price of Ally’s common stock on December 31, 2025. (c) The amounts reflected in this column represent the number of shares of Ally common stock underlying the cash-settled PSUs granted to the NEOs in 2023, 2024, and 2025 (with a performance period that is scheduled to end on December 31, 2025, December 31, 2026, and December 31, 2027) and a service period that is scheduled to end on the third anniversary of the date of grant, assuming attainment of the performance metrics at the target performance level. The actual number of Ally shares, if any, that will vest will be based on (i) the level of achievement of the Core ROTCE (ex. OCI) and TSV performance goals for 2023, and Core ROTCE (ex. OCI) and TSR performance goals for 2024 as of the end of the performance period and (ii) satisfaction of the applicable service condition. For more information on the terms of these awards, see Compensation Discussion and Analysis—Ally’s Executive Compensation Program earlier in this Proxy Statement. (d) All RSU and PSU awards reflected for Mr. Timmerman, Ms. Richard, and Mr. Hall, excluding the grants of 100 RSUs in 2023 and 2024, as well as retention awards granted in 2023, are nonforfeitable as these grants have attained retirement eligibility pursuant to the terms of the awards.
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table provides information on the NEOs’ equity awards that vested in 2025. The NEOs do not hold any options.
Option Exercises and Stock Vested in 2025
| Name | Number of Shares Acquired on Vesting (#)(a) | Value Realized on Vesting ($)(b) | | Michael G. Rhodes | 102,145 | 4,680,284 | | Russell E. Hutchinson | 65,253 | 2,577,612 | | William C. Hall Jr. | 36,474 | 1,438,308 | | Stephanie N. Richard | 22,076 | 876,609 | | Douglas R. Timmerman | 144,997 | 5,821,912 |
Option Exercises and Stock Vested in 2025
(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 2025 by the closing price on the vesting date. The closing price was $39.06 for shares vesting on January 28, 2025, $38.85 for shares vesting on July 21, 2025, $40.50 for shares vesting on October 20, 2025, $37.65 for shares vesting on November 18, 2025, and $45.82 for shares vesting on December 11, 2025.
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025 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 15 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 IRC. Ally suspended nonqualified contributions to this plan in 2009 and has not made any contributions 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. The table below reflects year-end balances, Company distributions, and all earnings associated primarily with the Ally nonqualified equalization plan.
Nonqualified Deferred Compensation in 2025
| 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 | — | — | — | — | — | | Russell E. Hutchinson | Nonqualified Benefit Equalization Plan | — | — | — | — | — | | William C. Hall Jr. | Nonqualified Benefit Equalization Plan | — | — | 92,938 | — | 608,079 | | Stephanie N. Richard | Nonqualified Benefit Equalization Plan | — | — | 9,939 | — | 70,782 | | Douglas R. Timmerman | Nonqualified Benefit Equalization Plan | — | — | 37,553 | — | 252,811 |
Nonqualified Deferred Compensation in 2025
(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.
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 ($) | | Base Salary(a) | 2,000,000 | 2,500,000 | — | | Annual Incentive(b) | — | 9,375,000 | — | | Long-Term Incentives(c) | 17,835,610 | 17,835,610 | 17,835,610 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | 19,855,610 | 29,730,610 | 17,835,610 |
Annual PSUs
| Russell E. Hutchinson, Chief Financial Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | 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) | 9,008,272 | 9,008,272 | 9,008,272 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | 9,778,272 | 14,128,272 | 9,008,272 |
Annual PSUs
| William C. Hall Jr., President, Corporate Finance | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | 650,000 | 1,300,000 | — | | Annual Incentive(b) | — | 2,520,000 | — | | Long-Term Incentives(c) | 950,682 | 950,682 | 950,682 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | 1,620,682 | 4,790,682 | 950,682 |
Annual PSUs
| Stephanie N. Richard, Chief Risk Officer | | | | | Executive Benefits and Payments Upon Termination | Termination Without Cause or Qualifying Termination ($) | Termination Following a Change in Control ($) | Death/Disability ($) | | Base Salary(a) | 650,000 | 1,300,000 | — | | Annual Incentive(b) | — | 1,720,000 | — | | Long-Term Incentives(c) | 950,682 | 950,682 | 950,682 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | 1,620,682 | 3,990,682 | 950,682 |
Annual PSUs
| Douglas R. Timmerman, President, Dealer Financial Services | | | | | 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) | — | 3,640,000 | — | | Long-Term Incentives(c) | 10,052,614 | 10,052,614 | 10,052,614 | | Outplacement(d) | 20,000 | 20,000 | — | | Total | 10,822,614 | 15,212,614 | 10,052,614 |
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.
2025 Pay Ratio Calculation
2025 Pay Ratio Calculation We determined our median employee’s annual total compensation for 2025 utilizing the same methodology that is used in determining the total compensation of our NEOs as set forth in the 2025 Summary Compensation Table earlier in this Proxy Statement. Mr. Rhodes' compensation for 2025 was $12,770,194, which is approximately 106 times our median employee’s 2025 annual total compensation of $120,425. 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 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) (CAP) and certain financial performance measures of the Company. For further information about how we align executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis earlier in this Proxy Statement. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs, including with respect to RSUs and PSUs. Refer to the Other Compensation Tables earlier in this Proxy Statement for more information. The following table sets forth the compensation for our PEO and the average compensation for our other NEOs, each as reported in the Summary Compensation Table (SCT) and with certain adjustments to reflect CAP. The table also provides information with respect to cumulative TSR, peer group cumulative TSR, net income, and the Company’s selected performance measure, Core ROTCE.
Pay Versus Performance
| | | | | | | | Average Compensation Summary | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO 1(a) | Compensation Actually Paid to PEO 1(b) | Summary Compensation Table Total for PEO 2(a) | Compensation Actually Paid to PEO 2(b) | Summary Compensation Table Total for PEO 3(a) | Compensation Actually Paid to PEO 3(b) | Table Total for Non-PEO Named Executive Officers(a) | Actually Paid to Non-PEO Named Executive Officers(b) | Total Shareholder Return ($)(c) | Peer Group Total Shareholder Return ($)(d) | Net Income ($ in bil)(e) | Core ROTCE(f) | | 2025 | 12,770,194 | 17,459,478 | — | — | — | — | 4,396,479 | 6,683,625 | 149 | 203 | 0.9 | 10.4% | | 2024 | 20,940,508 | 20,251,281 | 4,604,901 | 21,339,020 | 8,294,398 | 22,304,323 | 4,308,965 | 7,556,047 | 138 | 173 | 0.7 | 7.1% | | 2023 | — | — | — | — | 13,394,384 | 18,920,463 | 6,163,491 | 8,414,382 | 130 | 133 | 1.0 | 9.2% | | | — | — | — | — | | | | | | | | | | 2022 | — | — | — | — | 14,439,223 | 4,257,400 | 4,163,136 | 1,912,795 | 87 | 118 | 1.7 | 18.5% | | 2021 | — | — | — | — | 15,545,746 | 21,790,378 | 4,555,956 | 6,064,788 | 164 | 132 | 3.1 | 23.1% |
Pay Versus Performance
(a) Compensation for our 2025 PEO, Mr. Rhodes, reflects the amounts reported in the SCT for each respective year. Average compensation for our other NEOs in 2025 includes the following individuals: Mr. Hutchinson, Mr. Hall, Ms. Richard, and Mr. Timmerman. Compensation for our 2024 PEOs includes the following individuals: Mr. Rhodes (PEO 1), Mr. Timmerman (PEO 2), and Mr. J. Brown (PEO 3) (our former Chief Executive Officer). Average compensation for our other NEOs in 2024 includes the following individuals: Mr. Hutchinson, Ms. Mehlman, Ms. Richard, Ms. Patterson, Ms. Morais (our former President, Consumer & Commercial Banking), and Mr. Schugel (our former Chief Risk Officer). Mr. J. Brown was the sole PEO during fiscal year 2023, 2022, and 2021. Average compensation for our other NEOs in 2023 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. Hutchinson, Mr. Schugel, Mr. B. Brown and Mr. Stengel (our former Chief Legal Officer). Average compensation for our other NEOs in 2022 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. B. Brown, Mr. Stengel, and Ms. LaClair (our former Chief Financial Officer). Average compensation for our other NEOs in 2021 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. Stengel, and Ms. LaClair. (b) Reflects CAP for the PEO and average CAP for our other NEOs, respectively, calculated as set forth in the table below in accordance with SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and other NEOs during the applicable year. For information regarding the compensation decisions made by the CNGC for 2025, refer to Compensation Discussion and Analysis earlier in this Proxy Statement.
Pay Versus Performance
| | PEO 2025 | Other NEOs 2025 | | Total Compensation as Reported in SCT | 12,770,194 | 4,396,479 | | Less Stock Award Value Reported in Summary Compensation Table for the Covered Year | 7,203,055 | 1,865,642 | | Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and that were Outstanding and Unvested as of the End of the Covered Fiscal Year | 8,351,929 | 2,136,533 | | Change in Fair Value of Outstanding Unvested Awards from Prior Years that were Outstanding as of the End of the Covered Fiscal Year | 1,943,223 | 1,435,493 | | Change as of the Vesting Date in Fair Value of Awards from Prior Years that Vested in the Covered Fiscal Year | 1,002,042 | 257,772 | | Plus Dividends Accumulated on Awards in the Covered Year Prior to the Vesting Date that are not Otherwise Included in Total Compensation for the Covered Year | 595,145 | 300,814 | | Plus Fair Value as of the Vesting Date for Awards Granted and Vested in the Covered Year | — | 22,176 | | Compensation Actually Paid | 17,459,478 | 6,683,625 |
Pay Versus Performance
(c) TSR is cumulative for the measurement periods beginning on December 31, 2020, and ending on December 31 of each of 2021, 2022, 2023, 2024, and 2025 respectively, calculated in accordance with Item 201(e) of Regulation S-K. (d) Represents cumulative TSR for the S&P Financials Index. (e) Reflects GAAP net income as reported in the Company’s Consolidated Statement of Income in its 2021, 2022, 2023, 2024, and 2025 Annual Reports on Form 10-K. (f) Ally has updated the calculation of Core ROTCE as of Q4 2025. This table reflects the updated methodology for all periods. This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations.