DEFA14A 1 d945058ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

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☐ |  | Preliminary Proxy Statement
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Ally Financial Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Ally Financial Inc. 2025 Annual Meeting

Skilled, Experienced Board Provides Robust Oversight Our director nominees possess the qualifications, skills, and experience necessary to effectively oversee Ally’s long-term strategy and priorities in the context of its risk profile Committees: Audit (A), Compensation, Nominating, and Governance (CNG), Risk (R), Technology (T), Committee Chair × Mayree C. Clark Former Executive Officer, Morgan Stanley Director Since 2009 A, CNG Marjorie Magner Former Executive Officer, Citigroup Director Since 2010 CNG, R Brian H. Sharples Former Chairman and CEO, HomeAway Director Since 2018 R, T* Thomas P. Gibbons Former CEO, BNY Mellon Director Since 2023 A, R Kim S. Fennebresque Former Chairman and CEO, Cowen Group Director Since 2009 CNG*, T Michelle Goldberg brings extensive experience in investment, finance, and digital media and a deep understanding of enterprise and consumer technologies to our Board’s collective skillset Franklin W. Hobbs Independent Chairman Former President and CEO, Ribbon Communications Director Since 2009 CNG William H. Cary Former Executive Officer, General Electric Director Since 2016 A* David Reilly Former CIO, Global Banking and Markets, Bank of America Director Since 2022 A, T Michael G. Rhodes CEO, Ally Financial Director Since 2024 þ Proposal 1: Election of Directors Michelle J. Goldberg Former Partner, Ignition Partners New Nominee at 2025 AGM Selected Focus Areas For Our Compensation, Nominating, and Governance Committee in 2024 Supported CEO succession and broader leadership team transitions, including hiring new executive talent and elevating several executives to new positions Oversaw our robust shareholder engagement and took meaningful action in response to shareholder feedback (see slide 4 for details) Made thoughtful compensation decisions that considered execution against our long-term priorities amid a fluid macroeconomic environment Nominated a new director for election at the Annual Meeting in alignment with the Board’s ongoing refreshment process

The CNGC uses a scorecard to establish performance expectations, assess performance, and inform compensation to ensure that compensation drives performance while appropriately managing risk Additional input across cycle The CNGC: Reviews and considers third party feedback Engages with shareholders for feedback and to ensure alignment with shareholder objectives Receives regular market updates from an independent compensation consultant CNGC reviews enterprise performance against the scorecard CNGC reviews each executive’s performance against the goals Evaluate relative & absolute performance at the end of the year 2 CNGC determines compensation based on a review of: Individual performance objectives and goals Management input and recommendations Control Function reviews and input Market data comparisons Compensation decisions 3 Compensation is delivered based on a formulaic cash/equity split with significant emphasis on equity CEO – 30% / 70% NEOs – 40% / 60% Pay delivery 4 Establish performance goals & set total incentive targets at beginning of the year 1 Scorecard is created in line with the business plan approved by the Board Performance goals are established for each executive Scorecard and performance goals focus on five key pillars: Business Risk Consumer Cultural Financial Process for Assessing Performance & Compensation þ Proposal 2: Advisory Vote on Executive Compensation

Compensation Disclosure Enhancements Beginning in 2024, we significantly enhanced compensation-related disclosures in our proxy statement informed by extensive shareholder feedback þ Proposal 2: Advisory Vote on Executive Compensation Disclosed weightings for financial and strategic components of scorecard Disclosed goals and objectives and priority performance indicators for each of the five scorecard pillars Disclosed scorecard, including targets and assessment of 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 individual NEO performance considerations Pre-disclosed strategic metric adjustments for 2025 to align scorecard metrics with evolving business priorities by adding auto application volume and removing AOCI from business indicator pillar Scorecard Transparency Disclosed target incentive opportunities for our NEOs Disclosed 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 Detail on Incentive Opportunities and Payouts Structured new CEO compensation to be more heavily weighted in long-term equity (70%) compared to our former CEO, and increased portion of equity that is performance-based (60%) Enhanced CEO Compensation Structure Robust disclosure of new-hire awards granted to make NEOs whole for forfeited compensation at former employers Committed to only issue retention awards in very limited circumstances; any such awards must be at least majority performance-based and rationale for awards will be clearly disclosed One-Time Award Commitment and Disclosure

2024 Performance Scorecard Objective & Measures 2023 Actual 2024 Actual 2024 Target Status Overall Achievement Weighting Key Financial Metrics Total Adjusted Revenue ($B)(1) $8.2 $8.2 $8.0 - $8.5 Below Target Combined 60% (The What) Consolidated Net Charge Off % 1.36% 1.48% 1.4% - 1.5% Operating Expenses ($B) $4.9 $5.0 <$5.0 Core Pre-tax Income ($B)(1) $1.2 $1.0 $1.0 - $1.3 Business Indicators Consumer Auto Originations ($B) $40.0 $39.2 $40.0 At Target Insurance Written Premium Volume ($B) $1.3 $1.5 $1.4 Total Deposits Primary Customers (MM) 3.0 3.3 3.3 CF HFI Outstandings ($B) $10.9 $9.6 $11 - 12 Risk Indicators Technology & Cyber Risk Management Index 1 1 Index 1-3 Above Target Combined 40% (The How) Total Available Liquidity ($B) $63.5 $68.5 $61.0 Common Equity Tier 1 9.4% 9.8% 9.0% AOCI (after tax) ($B) ($3.8) ($3.9) ($3.8) Consumer Indicators Brand Awareness 55% 51% ≥ 50% Above Target Customer Satisfaction(2) 88% 90% ≥ 75-80% Reputation Score 68.4 68.4 ≥ 63-69 Deposit Retention 96% 97% ≥ 90-94% Cultural Indicators Voluntary Attrition 9% 8% 12% Above Target Employee Sense of Inclusion/Belonging 90th 90th 75th Employee Engagement 90th 90th 75th Strong Pay-for-Performance Alignment þ Proposal 2: Advisory Vote on Executive Compensation 2024 Scorecard and Performance Outcomes Non-GAAP financial measure. Refer to Appendix A in 2025 proxy statement for applicable definitions and reconciliations. Bank customer satisfaction rate is calculated with data collected during 4Q 2024 in the Ally Relationship Survey and represents Top 2 Box results on a 7-point satisfaction score. Above Target Target Achieved Below Target 2024 Performance Relative to Scorecard CNGC assessed performance within each scorecard pillar based on pre-established quantitative objectives to determine overall achievement CNGC assessed overall achievement on the scorecard below target for 2024 given the heavier weighting placed on financial metrics and business indicators and actual performance within the target ranges Full considerations for each metric are described in detail on page 46 of our 2025 proxy statement 2024 Individual NEO Compensation Decisions CNGC carefully reviewed each NEO’s individual performance against the scorecard metrics and determined a range of payouts of 85% to 100% of target based on individual contributions Detailed NEO scorecards are disclosed on pages 49-56 of our 2025 proxy statement

Compensation to Support Effective CEO Transition Our compensation program has a strong link between pay and performance, with substantial emphasis on the long term. The compensation structure for our new CEO reflects shareholder feedback Make-whole awards are economically equivalent to compensation Mr. Rhodes forfeited at his prior employer to join Ally. No additional sign-on compensation was paid other than to make him whole. þ Proposal 2: Advisory Vote on Executive Compensation Michael Rhodes Chief Executive Officer Joined April 2024 Rapidly onboarded into CEO role with focus on continued commitment to strong culture and consumer focus Quickly outlined core strategic pivots from diversification to a more focused business strategy and realigned senior leadership team Orchestrated meaningful contributions from each business despite headwinds and a challenging external environment 2024 CEO Actual Compensation Base Salary $1 M Annual Incentive $3.09 M LTI – PSUs $4.32 M LTI – RSUs $2.88 M Total Compensation (Excluding Make-Whole Awards) $11.29 M Make-Whole Cash Award $0.9 M Make-Whole Equity Award $16.20 M Total Compensation (Including Make-Whole Awards) $28.39 M CEO compensation will normalize starting in 2025 Base Salary Annual Incentive Long Term Incentive Awards PSU RSU 2025 Target Compensation Mix Greater emphasis on equity and PSUs relative to prior CEO based on shareholder feedback

We Ask for Your Vote and Support The Board recommends shareholders vote FOR all management proposals Proposal 1: þ FOR Election of Ten Directors Proposal 2: þ FOR Advisory Vote on Executive Compensation Proposal 3: þ FOR Ratification of the Engagement of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm For additional information, please see Ally’s 2025 Proxy Statement

Forward-Looking Statements Certain statements within these additional solicitation materials and related commentary may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts—such as statements about the outlook for financial and operating metrics and performance. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “pursue,” “seek,” “continue,” “estimate,” “project,” “outlook,” “forecast,” “potential,” “target,” “objective,” “trend,” “plan,” “goal,” “initiative,” “priorities,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, or results. All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events or circumstances to differ from those in forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2024, our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, or other applicable documents that are filed or furnished with the U.S. Securities and Exchange Commission (collectively, our “SEC filings”). Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent SEC filings. Any website references (including hyperlinks) throughout these additional solicitation materials are provided for convenience only, and the content of which is not incorporated by reference into these additional solicitation materials.