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

(Date of report; date of earliest event reported)

October 10, 2023

(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.)

Ally Detroit Center

500 Woodward Avenue, Floor 10

Detroit, Michigan 48226

(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)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbols	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ALLY	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 11, 2023, Ally Financial Inc. (“Ally”) announced that Jeffrey J. Brown had provided notice of his intent to retire as Chief Executive Officer and a member of Ally’s Board of Directors (“Board”) on January 31, 2024, or an earlier date identified in writing by the Chair of the Board (the earlier of these dates, “Agreed Retirement Date”).

Mr. Brown is retiring to become President of Hendrick Automotive Group, which is a longtime customer of Ally and the largest privately held automotive retail organization in the United States with nearly 11,000 employees and 131 retail franchises across 13 states.

On the condition that Mr. Brown continues to perform his duties and obligations through the Agreed Retirement Date, Ally confirmed that Mr. Brown is eligible for retirement as defined in the Ally Incentive Compensation Plan as amended and restated effective as of May 4, 2021 (“Plan”) and approved that Mr. Brown will (1) continue to receive the same annualized base salary ($1,000,000), benefits, and perquisites through the Agreed Retirement Date and (2) remain eligible for the full-year discretionary 2023 cash and equity-based incentive-compensation awards based on Ally’s performance and Mr. Brown’s performance as Chief Executive Officer as determined by the Compensation, Nominating, and Governance Committee of the Board in the ordinary course, in good faith, and without any prejudice due to Mr. Brown’s notice of intent to retire.

All payments and other distributions to Mr. Brown remain subject to the Plan and Ally’s other compensation-and-benefits plans and policies (including those relating to cancellation, recovery, forfeiture, or repayment).

A copy of the letter agreement between Ally and Mr. Brown accepting the notice of his intent to retire is attached as Exhibit 10.1 and incorporated by reference.

Item 7.01 Regulation FD Disclosure.

On October 11, 2023, Ally issued a press release with the announcement described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description of Exhibits
10.1	Letter Agreement, dated October 10, 2023, between Ally Financial Inc. and Jeffrey J. Brown accepting Mr. Brown’s Notice of Intent to Retire
99.1	Press Release, dated October 11, 2023
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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)
Date: October 11, 2023	By:	/s/ Jeffrey A. Belisle
	Name:	Jeffrey A. Belisle
	Title:	Corporate Secretary

EX-10.1

Exhibit 10.1

Kim S. Fennebresque

Chair of the Compensation, Nominating,

and Governance Committee of

the Board of Directors

October 10, 2023

Jeffrey J. Brown BY HAND DELIVERY

Chief Executive Officer

Ally Financial Inc.

601 South Tryon Street

Charlotte, NC 28202

Re: Your Notice of Intent to Retire Dated October 9, 2023

Dear Jeff:

The Compensation, Nominating, and Governance Committee (Committee) of the Board of Directors (Board) of Ally Financial Inc. (Ally) has received your notice of intent to retire dated October 9, 2023 (Notice), and has authorized this letter in reply.

The Committee, like the rest of the Board, is grateful for your transformative leadership as Chief Executive Officer over the course of nearly nine years and for the long-term value that has been created during that time for Ally’s stockholders and other stakeholders. Your accomplishments are too many to list here, but suffice it to say that Ally is better positioned today strategically, financially, operationally, and culturally because of you.

The Committee regretfully accepts your Notice, including your offer to continue actively performing your duties and obligations as Chief Executive Officer and a member of the Board in good faith through January 31, 2024, or an earlier date identified to you in writing by the Chair of the Board (the earlier of these dates being your Retirement Date). The Committee also concurs with your recusal from any business, financial, or other matter involving Hendrick Automotive Group or its affiliates. The Committee appreciates too your confirmation that you are not retiring because of a disagreement with Ally, including in connection with any matter relating to its operations, policies, or practices, or because of any business, financial, regulatory, or other issue involving Ally.

On the condition that you continue to perform your duties and obligations as described through the Retirement Date, the Committee (1) confirms your eligibility for Retirement as defined in the Ally Financial Inc. Incentive Compensation Plan amended and restated effective as of May 4, 2021 (Plan), including by shortening the notice requirement set forth in that definition consistent with the Retirement Date, and (2) approves the following compensation arrangements:

a. You will continue to receive the same annualized base salary ($1,000,000) and the same benefits and perquisites through the Retirement Date.

Jeffrey J. Brown

Chief Executive Officer

Ally Financial Inc.

October 10, 2023

Page 2

b. You will remain eligible for the full-year discretionary 2023 cash and equity-based incentive-compensation awards based on Ally’s performance and your performance as Chief Executive Officer as determined by the Committee in the ordinary course, in good faith, and without any prejudice due to your Notice. Your total incentive compensation for 2023 will be awarded (i) 35% in cash, which will be paid to you in the payroll cycle following the Retirement Date, (ii) 32.5% in time-based restricted stock units, which will be granted to you on or before the Retirement Date, will fully vest on the Retirement Date consistent with the Plan, and will settle one-third on each of the first, second, and third anniversaries of the grant date (without, for clarity, any requirement of further employment), and (iii) 32.5% in performance-based restricted stock units, which will be granted to you on or before the Retirement Date, will fully vest on the Retirement Date consistent with the Plan and subject to the achievement of the related performance goals, and will settle within the first quarter of 2027.

c. You will not be eligible to receive any incentive compensation for 2024. In determining your total incentive compensation for 2023, the Committee will take into account your commitment to continue serving Ally as Chief Executive Officer through January 31, 2024.

d. Of course, all payments and other distributions remain subject to the Plan and Ally’s other compensation-and-benefits plans and policies (including those relating to cancellation, recovery, forfeiture, or repayment) and to applicable tax withholdings and other ordinary-course deductions.

For clarity, whenever you retire as Chief Executive Officer, your resignation as a member of the Board and from all other board, management, and employee positions involving Ally and its affiliates will be effective automatically and without further action by you or Ally.

If the terms and conditions of this letter are agreed, please countersign where indicated and return to Kathleen Patterson, Ally’s Chief Human Resources Officer.

With regards,

/s/ Kim S. Fennebresque

Kim S. Fennebresque

Jeffrey J. Brown

Chief Executive Officer

Ally Financial Inc.

October 10, 2023

Page 3

ACCEPTED AND AGREED:
/s/ Jeffrey J. Brown
Jeffrey J. Brown
Date:	October 10, 2023

EX-99.1

Exhibit 99.1

Ally Financial CEO Jeffrey J. Brown Announces Plans to Step Down

Brown has served as Ally’s Chief Executive Officer since 2015

Brown will remain through early 2024 before becoming President of Hendrick Automotive Group

CHARLOTTE, N.C., Oct. 11, 2023 /PRNewswire/ — Ally Financial Inc. (NYSE: ALLY) announced today that Jeffrey J. Brown will be stepping down early next year after serving as Chief Executive Officer and a member of Ally’s Board of Directors since 2015. The Board has engaged a leading global executive search firm, and the search for a successor is underway.

“After 14 years at Ally, including nearly 9 years as CEO, I am so proud of how we transformed the company from the days of GMAC to who we are today, a more strategically, operationally and financially sound organization,” said Brown. “I sincerely appreciate the fierce commitment of my more than 11,000 Ally teammates and the culture we have been building together. The guidance of our Board of Directors and the deep dedication of our management team have been essential to me at every step.”

Brown will remain with Ally until January 31, 2024, or an earlier date determined by the Chair of the Board to help ensure a smooth leadership transition. Following his departure, Brown will become President of Hendrick Automotive Group, a longtime customer of Ally and the largest privately held automotive retail organization in the United States with nearly 11,000 employees and 131 retail franchises across 13 states.

“What began in 2009 as the financial reengineering of a company ultimately became a bank that truly matters in the financial industry, and now is the right time for me to transition. Ally is positioned for a bright future thanks to our amazing team and the customers we are proud to support,” continued Brown. “I especially look forward to building on Hendrick’s relationship with Ally as a customer and seeing both businesses continue to grow and succeed.”

Franklin Hobbs, the Chair of Ally’s Board, added: “JB has been an exceptional leader and fellow director, steering Ally with a skilled, steady hand for nearly nine years. He is held in the highest regard throughout the organization and the banking industry. Colleagues and peers alike value his commitment to excellence, motivating ingenuity, and unrelenting dedication to the Ally culture.”

Brown will address his transition during Ally’s previously announced release of its third-quarter financial results, which is scheduled for Wednesday, October 18, 2023.

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Entity Address, Address Line One	Ally Detroit Center
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