0000950103-15-002212.txt : 20150320 0000950103-15-002212.hdr.sgml : 20150320 20150320140409 ACCESSION NUMBER: 0000950103-15-002212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20150318 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150320 DATE AS OF CHANGE: 20150320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ally Financial Inc. CENTRAL INDEX KEY: 0000040729 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 380572512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03754 FILM NUMBER: 15715841 BUSINESS ADDRESS: STREET 1: MAIL CODE: 482-B09-C24 STREET 2: 200 RENAISSANCE CENTER CITY: DETROIT STATE: MI ZIP: 48265 BUSINESS PHONE: 866-710-4623 MAIL ADDRESS: STREET 1: MAIL CODE: 482-B09-C24 STREET 2: 200 RENAISSANCE CENTER CITY: DETROIT STATE: MI ZIP: 48265 FORMER COMPANY: FORMER CONFORMED NAME: GMAC INC. DATE OF NAME CHANGE: 20090701 FORMER COMPANY: FORMER CONFORMED NAME: GMAC LLC DATE OF NAME CHANGE: 20060720 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MOTORS ACCEPTANCE CORP DATE OF NAME CHANGE: 19920703 8-K 1 dp54501_8k.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


March 18, 2015
(Date of report; date of
earliest event reported)

Commission file number: 1-3754

ALLY FINANCIAL INC.
(Exact name of registrant as specified in its charter)
    
 
     
Delaware
  
38-0572512
(State or other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification No.)


200 Renaissance Center
P.O. Box 200 Detroit, Michigan
48265-2000
(Address of principal executive offices)
(Zip Code)

(866) 710-4623
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)   Barbara Yastine, Chief Executive Officer and President of Ally Bank, the commercial bank subsidiary of Ally Financial Inc. (“Ally”), has announced her intention to leave Ally to pursue other opportunities, but has agreed to remain on until June 19, 2015 to assist Ally with the transition of her role.  She will receive compensation equal to her current total compensation rate until her departure date.  The Ally press release announcing this change is filed as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

(e)   In connection with the emergence of Ally from the Troubled Assets Relief Program (“TARP”) at the end of 2014, Ally will implement a more customary executive compensation program beginning in 2015, which will emphasize incentive-based remuneration opportunities tied to sustainable performance results.  For each of our executive officers the new program is expected to include cash base salary, an annual cash incentive opportunity and long-term equity-based incentives.

On March 18, 2015, the Compensation, Nominating and Governance Committee of the Board of Directors of Ally (the “Committee”) approved the discontinuation, effective as of the payroll period starting on March 13, 2015, of the TARP practice of the award of vested Deferred Stock Units (“DSUs”) as a component of executive officer base compensation and also approved the cash base salaries for Ally’s executive officers.  The annual cash base salaries approved for our named executive officers effective March 13, 2015 are: Jeffrey Brown (CEO) – $1,000,000; Christopher A. Halmy (CFO) – $600,000; and William Solomon – $500,000.

To provide alignment with Shareholders as well as appropriate retention incentives during this critical period as Ally transitions out of TARP and into its new compensation program, effective March 18, 2015 the Committee authorized special one-time Ally LEADer Equity Participation awards (“ALEP Awards”) under the Ally Financial Inc. 2014 Incentive Compensation Plan (the “Plan”) for certain executive officers.  These ALEP Awards will vest in 25% increments on March 18 of each of 2016, 2017, 2018 and 2019, subject to the generally applicable vesting and settlement conditions under the Plan.  The number of shares covered by the ALEP Awards granted to our named executive officers is: Jeffrey Brown – 236,407 shares; Christopher A. Halmy – 106,383 shares; and William Solomon – 47,282 shares.  The foregoing summary of the ALEP Awards is qualified in its entirety by the Plan (filed as Exhibit 3.6 to Ally’s Current Report on Form 8-K, dated as of March 14, 2014 (Commission File No. 011-03754)), and the forms of award letter relating to such awards, which are filed as Exhibits 99.2 and 99.3 to this Current Report on Form 8-K, each of which is incorporated by reference herein.

Item 9.01    Financial Statements and Other Exhibits.
   
Exhibit No.
Description
99.1
Ally press release regarding resignation of Barbara Yastine, President of Ally Bank
99.2
Form of Ally LEADer Equity Participation (“ALEP”) Award for Messrs. Brown and Halmy
99.3
Form of Ally LEADer Equity Participation (“ALEP”) Award for Mr. Solomon

 
 
2
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
             
     
Ally Financial Inc.
(Registrant)
  
         
         
Dated:
                  March 20, 2015
   /s/ David J. DeBrunner  
      David J. DeBrunner  
      Vice President, Chief Accounting Officer and Controller  
 
 
 
3
 EX-99.1 2 dp54501_ex9901.htm EXHIBIT 99.1
Exhibit 99.1

Ally Announces Barbara Yastine to Step Down

DETROIT – Ally Financial Inc. (Ally) today announced that Barbara Yastine has elected to resign from her positions as chair, chief executive officer and president of the Ally Bank subsidiary.  A successor will be named in the near-term, and Yastine will remain with the company until June to assist with the transition.

“Barbara has played a number of key roles in restoring the company to financial and strategic health, most notably as CEO and president of Ally Bank,” said Ally Chief Executive Officer Jeffrey J. Brown.  “She is a talented leader, and we wish her continued success in her future endeavors.”

“I am very proud of what we have accomplished at Ally and remain very optimistic about the company’s future,” said Yastine.  “I will greatly miss my colleagues, but as Ally enters a new chapter, it is also a fitting time for me to seek out new challenges.”

Yastine joined Ally as chief administrative officer in May 2010, with responsibility for risk, technology, legal and compliance, as well as chairmanship of Ally Bank.  She became CEO and president of Ally Bank in May 2012.  Among Yastine’s accomplishments were her contributions to the strengthening of Ally Bank and the successful operational navigation through a variety of strategic issues facing Ally, which were ultimately instrumental in the company’s transformation, including achieving financial holding company status. She also has continued to build the bank's position as the leading online deposit bank with expanding customer relationships. During her tenure, Ally Bank has received numerous recognitions, including being named Best Online Bank for four consecutive years by MONEY® Magazine.  Yastine was named to American Banker's Most Powerful Women in Banking list for the last two years.
 
About Ally Financial Inc.
Ally Financial Inc. (NYSE: ALLY) is a leading automotive financial services company powered by a top direct banking franchise. Ally's automotive services business offers a full spectrum of financial products and services, including new and used vehicle inventory and consumer financing, leasing, vehicle service contracts, commercial loans and vehicle remarketing services, as well as a variety of insurance offerings, including inventory insurance, insurance consultative services for dealers and other ancillary products. Ally Bank, the company's direct banking subsidiary and member FDIC, offers an array of deposit products, including certificates of deposit, savings accounts, money market accounts, IRA deposit products and interest checking. Ally's Corporate Finance unit provides financing to middle-market companies across a broad range of industries.
 
With approximately $151.8 billion in assets as of Dec. 31, 2014, Ally operates as a financial holding company. For more information, visit the Ally media site at http://media.ally.com or follow Ally on Twitter: @Ally.
 
 
Contact:
Gina Proia
646-781-2692
gina.proia@ally.com
 
 
 EX-99.2 3 dp54501_ex9902.htm EXHIBIT 99.2
Exhibit 99.2
 
 
Ally Financial Inc.
200 Renaissance Center, MC482-B16-D85 Detroit, MI 48265

March 18, 2015


<NAME>

Re:   Ally LEADer Equity Participation (“ALEP”) Award

Dear <FIRST NAME>:

1.
Congratulations!  You have been granted an ALEP Award under the Ally Financial Inc. 2014 Incentive Compensation Plan (the “Plan”).  A copy of the Plan is enclosed.  Capitalized terms not defined in this Award Agreement will have the meaning set forth in the Plan.

2.
Your ALEP Award is granted to you as a separate incentive and is not in lieu of salary or other compensation for your services.  By accepting this ALEP Award, you consent to any and all Plan amendments, vesting restrictions, and revisions to any other term or condition of this Award Agreement that may be required to comply with federal law or regulation governing compensation, whether such amendments, restrictions, or revisions are applied prospectively or retroactively to this or prior Awards.

3.
Your Award is being made in the form of Restricted Stock Units.  Your Award is comprised of the following:

Grant Date:  [INSERT]
Total Award Units: [INSERT]

Units
Vesting Date
Settlement Date
[INSERT- ¼ of Granted award]
[INSERT:one year from grant date]
[INSERT:one year from grant date]
[INSERT- ¼ of Granted award]
[INSERT:two years from grant date]
[INSERT:two years from grant date]
[INSERT- ¼ of Granted award]
[INSERT:three years from grant date]
[INSERT:three years from grant date]
[INSERT- ¼ of Granted award]
[INSERT:four years from grant date]
[INSERT:four years from grant date]

4.
This Award Agreement will become effective by printing, signing, dating one copy of this Award Agreement, and returning the signed copy (all pages) to: [NAME].  If you do not accept this Award Agreement within 45 days of notification, May 2, 2015 you will be deemed to have rejected the ALEP Award and this Award Agreement will be null and void and without any further force or effect.

5.
Subject to requirements of any federal laws or regulations that govern compensation, your ALEP Award will vest and be settled as soon as practical after the date(s) noted above.  If and when a change to the vesting date(s) noted above is required, you will be notified in writing.

6.
If on the Grant Date you are considered a material risk taker, in connection with regulatory guidance and in support of its corporate governance principles, to the extent that any portion of the ALEP Award remains unpaid, Ally reserves the right to adjust downward the amount of this ALEP Award without your consent to reflect adverse outcomes attributable to inappropriate, excessive, or imprudent risk taking in which you participated and which were the basis for this ALEP Award.

7.
If your employment is terminated due to Retirement, as approved by the Company, or by the Company Without Cause during the first year following the Grant Date, the first two tranches (i.e., one-half of the total ALEP Award) of the ALEP Award will continue to vest in accordance with above schedule, but the second two tranches (i.e., one-half of the total ALEP Award) will be forfeited.  If your employment is terminated due to Retirement, as approved by the Company, or by the Company Without Cause after the first year following the Grant Date, the entire ALEP Award will continue to vest and will be settled in
 
 
 
 
 
 
 
 
 
accordance with the above schedule (i.e., no forfeiture). Otherwise, Section 11 of the Plan governs the effect of a Termination of Service on your ALEP Award.
 
8.
Section 12 of the Plan governs the effect of a Change in Control of Ally on your ALEP Award.

9.
You may designate a beneficiary using the Beneficiary Designation Form located on the Executive Deferred Compensation (EDC) Website.  If no beneficiary is designated, or if the Ally determines that the beneficiary designation is unclear or that the designated beneficiary cannot be located, any settlement as a result of your death will be made to your estate.  The EDC Website may also be used for any subsequent change in your beneficiary designation.

10.
By accepting this ALEP Award, you understand and acknowledge that your ALEP Award is subject to the rules under Internal Revenue Code Section 409A, and agree and accept all risks (including increased taxes and penalties) resulting from Internal Revenue Code Section 409A.
 
11.
Except as prohibited by any federal law or regulation that governs compensation, your ALEP Award is subject to and governed by the terms and conditions of this Award Agreement and the Plan.

12.
By accepting this ALEP Award, as evidenced by your signature below, you agree to abide by the terms and conditions of this Award Agreement and the Plan.
 
 
 
Sincerely yours,

 
/s/ James Duffy
James Duffy
Ally Group GVP and Chief HR Officer
March 18, 2015

 
I HAVE READ THE PLAN DOCUMENT AND THIS AWARD AGREEMENT AND I ACCEPT THE AWARD REFERENCED ABOVE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT AND THE ALLY FINANCIAL INC. 2014 INCENTIVE COMPENSATION PLAN.

 
     
Participant Signature (Required)
  
Date (Required)
     
     
     
Last Four Digits of SSN or National ID (Required)
    



EX-99.3 4 dp54501_ex9903.htm EXHIBIT 99.3
Exhibit 99.3
 
 
Ally Financial Inc.
200 Renaissance Center, MC482-B16-D85 Detroit, MI 48265

March 18, 2015

 
<NAME>

Re:   Ally LEADer Equity Participation (“ALEP”) Award

Dear <FIRST NAME>:

1.
Congratulations!  You have been granted an ALEP Award under the Ally Financial Inc. 2014 Incentive Compensation Plan (the “Plan”).  A copy of the Plan is enclosed.  Capitalized terms not defined in this Award Agreement will have the meaning set forth in the Plan.

2.
Your ALEP Award is granted to you as a separate incentive and is not in lieu of salary or other compensation for your services.  By accepting this ALEP Award, you consent to any and all Plan amendments, vesting restrictions, and revisions to any other term or condition of this Award Agreement that may be required to comply with federal law or regulation governing compensation, whether such amendments, restrictions, or revisions are applied prospectively or retroactively to this or prior Awards.

3.
Your Award is being made in the form of Restricted Stock Units.  Your Award is comprised of the following:

Grant Date: March 18, 2015
Total Award Units: [INSERT]

Units
Vesting Date
Settlement Date
[INSERT- ¼ of Granted award]
[INSERT:one year from grant date]
[INSERT:one year from grant date]
[INSERT- ¼ of Granted award]
[INSERT:two years from grant date]
[INSERT:two years from grant date]
[INSERT- ¼ of Granted award]
[INSERT:three years from grant date]
[INSERT:three years from grant date]
[INSERT- ¼ of Granted award]
[INSERT:four years from grant date]
[INSERT:four years from grant date]

4.
This Award Agreement will become effective by printing, signing, dating one copy of this Award Agreement, and returning the signed copy (all pages) to: [NAME].  If you do not accept this Award Agreement within 45 days of notification, May 2, 2015, you will be deemed to have rejected the ALEP Award and this Award Agreement will be null and void and without any further force or effect.

5.
Subject to requirements of any federal laws or regulations that govern compensation, your ALEP Award will vest and be settled as soon as practical after the date(s) noted above.  If and when a change to the vesting date(s) noted above is required, you will be notified in writing.

6.
If on the Grant Date you are considered a material risk taker, in connection with regulatory guidance and in support of its corporate governance principles, to the extent that any portion of the ALEP Award remains unpaid, Ally reserves the right to adjust downward the amount of this ALEP Award without your consent to reflect adverse outcomes attributable to inappropriate, excessive, or imprudent risk taking in which you participated and which were the basis for this ALEP Award.

7.
If your employment is terminated due to Retirement, as approved by the Company, or by the Company Without Cause during the first year following the Grant Date, the first two tranches (i.e., one-half of the total ALEP Award) of the ALEP Award will continue to vest in accordance with above schedule, but the second two tranches (i.e., one-half of the total ALEP Award) will be forfeited.  If your employment is terminated due to Retirement, as approved by the Company, or by the Company Without Cause after the first year following the Grant Date, the entire ALEP Award will continue to vest and will be settled in
 
 
 
Page 1 of 3
 
 
<NAME>
<DATE>

 
 
accordance with the above schedule (i.e., no forfeiture). Otherwise, Section 11 of the Plan governs the effect of a Termination of Service on your ALEP Award.
 
8.
Section 12 of the Plan governs the effect of a Change in Control of Ally on your ALEP Award.

9.
You may designate a beneficiary using the Beneficiary Designation Form located on the Executive Deferred Compensation (EDC) Website.  If no beneficiary is designated, or if the Ally determines that the beneficiary designation is unclear or that the designated beneficiary cannot be located, any settlement as a result of your death will be made to your estate.  The EDC Website may also be used for any subsequent change in your beneficiary designation.

10.
By accepting this ALEP Award, you understand and acknowledge that your ALEP Award is subject to the rules under Internal Revenue Code Section 409A, and agree and accept all risks (including increased taxes and penalties) resulting from Internal Revenue Code Section 409A.

11.
I understand that you are a current participant in the Ally Financial Inc. Senior Leadership Severance Plan f/k/a the GMAC LLC Senior Leadership Severance Plan (“SLSP”).  Per my letter dated January 28, 2015, you have been advised that the SLSP has been terminated but that you remain eligible for benefits under the SLSP in the event you experience a “Qualified Termination of Employment” as defined in the SLSP on or prior to January 27, 2016.  To see how Severance Pay will be calculated under the SLSP in the event you accept this ALEP Award, please see attached Schedule A which is incorporated by reference.

12.
Except as prohibited by any federal law or regulation that governs compensation, your ALEP Award is subject to and governed by the terms and conditions of this Award Agreement and the Plan.

13.
By accepting this ALEP Award, as evidenced by your signature below, you agree to abide by the terms and conditions of this Award Agreement and the Plan.
 
 
Sincerely yours,
 

/s/ James Duffy
James Duffy
Ally Group GVP and Chief HR Officer
March 18, 2015

 
I HAVE READ THE PLAN DOCUMENT AND THIS AWARD AGREEMENT AND I ACCEPT THE AWARD REFERENCED ABOVE SUBJECT TO THE TERMS AND CONDITIONS OF THIS AWARD AGREEMENT AND THE ALLY FINANCIAL INC. 2014 INCENTIVE COMPENSATION PLAN.

 
     
Participant Signature (Required)
  
Date (Required)
     
     
     
Last Four Digits of SSN or National ID (Required)
    
 

 
 
Page 2 of 3
 
 
<NAME>
<DATE>
 
Schedule A

ALEP Award Agreement
SLSP Participant


In the event that you experience a Qualified Termination of Employment on or prior to January 27, 2016, your Severance Pay under the SLSP will be calculated in accordance with Section IV.A or B, depending on the circumstances, of the SLSP as follows:
 
   
Current annual base salary ($_____)
     
  +
Cash 2015 Annual Incentive Plan “target” ($_____)*
     
  =
Subtotal of $_____
     
  -
Vested portion (i.e., 1/2) of ALEP Award (TBD)**
     
  -
Any monies owed to Ally (TBD)
     
  = Severance Pay
 
 
*The “target” that will be used is based on your 2015 Total Direct Compensation Statement dated March 18, 2015 and does not reflect a prospective commitment to a target level of total direct compensation for purposes other than this severance calculation.

**The value of the ALEP award will be based on the fair market value of Ally stock at the time of the Qualified Termination of Employment.  One-half of the ALEP Award will be paid to you per Paragraph 7 of the ALEP Award Letter and is, therefore, deducted from your SLSP Severance Pay pursuant to Section IV.A.3.a or IV.B.3.of the SLSP, as applicable.
 
 
 
 
Page 3 of 3
 
 
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