Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Jennifer A. LaClair has departed from her position as Chief Financial Officer of
Ally Financial Inc. (Ally) effective October 18, 2022, and transitioned into the
role of Senior Operating Adviser. Bradley J. Brown has been appointed Interim
Chief Financial Officer and an officer under Section 16 of the Securities
Exchange Act of 1934 effective that same time.
Mr. Brown, 56, has served as the Corporate Treasurer of Ally since November
2013. In this role, he is responsible for Ally's capital, funding and liquidity,
asset-liability and interest rate risk management, and Ally Bank's investments
and derivatives portfolios. He joined Ally in June 2011 as a structured funding
executive overseeing the strategy, planning, and execution of securitizations
and structured funding globally. Prior to joining Ally, Mr. Brown spent 14 years
at Bank of America, including three years in corporate treasury where he was
responsible for structured funding and capital strategies, and 11 years in
investment banking at Bank of America Merrill Lynch. Prior to joining Bank of
America, Mr. Brown worked in audit services for PricewaterhouseCoopers in their
New York City and Charlotte offices. Mr. Brown has a master's degree in business
administration from the John H. Sykes College of Business at University of Tampa
and earned bachelor's degrees in business administration and accounting from
Flagler College. He is a member of the American Institute of Certified Public
Accountants and the Florida Board of Accountancy. Mr. Brown is a member of the
Flagler College board of trustees where he serves as advancement committee chair
and serves on the board of Communities in Schools Charlotte-Mecklenburg.
Ally and Ms. LaClair have executed a Transition Services and Release Agreement
(Agreement) effective October 15, 2022. Subject to its terms and conditions, the
Agreement provides for Ms. LaClair (1) to receive her current base salary and
remain eligible for equivalent benefits and perquisites until her departure from
Ally on or before March 3, 2023 (Transition End Date); (2) to remain eligible
for the full-year discretionary 2022 cash and equity-based
incentive-compensation awards commensurate with the position of Chief Financial
Officer and her and Ally's 2022 performance as determined by the Compensation,
Nominating, and Governance Committee; provided however that if she has
reasonably and in good faith satisfied the terms and conditions contained in the
Agreement, such 2022 incentive-compensation awards will be no less than her 2022
target incentive compensation of $3.75 million, with 40% in the form of cash to
be paid at the same time as that of other named executive officers (regardless
of her earlier termination of employment) and 60% in the form of RSUs to be
granted at the same time and shall settle one-third on each of the first,
second, and third anniversaries of the grant date (without requirement of
further employment); (3) to be reimbursed for outplacement assistance, executive
network and/or executive coaching fees and/or legal or financial advice to a
maximum of $20,000; (4) to receive as soon as reasonably practicable after the
Transition End Date a lump-sum cash payment of $750,000, which is equal to 52
weeks of her current base salary, (5) to fully vest on the Transition End Date
in her then unvested time-based equity awards, including restricted stock units
and "Own It Awards," with each such award settling as originally scheduled, and
(6) to fully vest on the Transition End Date in her then unvested
performance-based stock unit awards, with each such award settling as originally
scheduled subject to (a) the achievement of the related performance goals and
(b) if the achievement of the related performance goals exceeds the target, a
proration of the number of shares distributable in excess of the target number
of shares based on the number of calendar days during the performance period
when she was employed by Ally. The Agreement also includes terms and conditions
governing Ms. LaClair's provision of services to Ally until her departure, her
general release of claims subject to customary exceptions, her obligations of
confidentiality and cooperation, and other customary provisions. A copy of the
Agreement is attached as Exhibit 10.1 and incorporated by reference.
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Item 9.01 Financial Statements and Exhibits.
10.1 Transition Services and Release Agreement, effective October 15, 2022,
by and between Ally Financial Inc. and Jennifer A. LaClair
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
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