ALLY DEF 14A Report ended May 7, 2024

A message from

the Chairman of

our Board

April 5, 2024

Dear Fellow Stockholders:

On behalf of the entire Board, thank you for your continued support and investment in Ally. In 2023, our team navigated unique challenges present across the financial services industry against a rapidly evolving backdrop. Ally demonstrated resilience and the strength of our businesses while keeping our focus on delivering long-term value for our stakeholders.

Driving our financial and operational results . During 2023, we continued to execute on our long-term strategic priorities, resulting in momentum across our businesses. It was a challenging operating environment marked by continued inflation, a tightening monetary policy cycle, and volatility in the banking industry. Nevertheless, Ally demonstrated strong operational results including consumer auto originations of $40 billion sourced from a record 13.8 million applications, and 359 thousand net new deposit customers, now eclipsing 3 million total deposit customers. Additionally, Ally was able to manage risk and capital prudently by taking proactive actions, such as curtailing risk and reducing expense growth. We achieved full year Adjusted EPS ^(a) of $3.05 and Core ROTCE ^(a) of 11.5%, reflecting another year of solid financial results.

Living our purpose . We continue to believe that our long-term success is underpinned by our purpose-driven “Do It Right” culture and relentless focus on delivering for our employees, customers, and communities. For our employees, we expanded mental health resources, announced another year of our #OwnIt grant program, and reached nearly 60% membership in our employee resource groups, which all contributed to Ally’s continued top 10% ranking among engaged companies globally as measured in 2023 by our third-party provider. For our customers, we continued to provide industry-leading customer service and innovation, as demonstrated through our launch of spending buckets to support customers’ holistic financial goals. And within our communities, our employees volunteered over 60,000 hours, and we matched employee donations resulting in $1.9 million to local nonprofit organizations. These examples highlight the lasting impact we continue to create for our stakeholders.

Responding to our stockholders . In 2023, we enhanced our stockholder engagement program. In addition to frequent engagement with stockholders on business and financial performance, our CNGC oversaw expanded engagements with stockholders on topics including board composition, risk oversight, executive compensation, and corporate social responsibility. Feedback from stockholders was shared with the Board and guided our decision-making. We believe this year’s proxy statement directly addresses several items our stockholders noted in these engagements, including increased transparency in our governance and executive compensation disclosures. We remain committed to ongoing dialogue with our stockholders and want to emphasize your perspective is of the utmost importance to us.

Transitioning our leadership . In October 2023, former CEO Jeffrey J. Brown (JB) notified the Board of his decision to step down from his role at the end of January 2024. The Board appointed Doug Timmerman as interim CEO effective February 2024 until a new CEO is in place. We are pleased to share that on March 27, 2024, we announced the appointment of Michael G. Rhodes as our next CEO. Michael, who brings more than 25 years of experience in the financial services industry, will join Ally as CEO on April 29, 2024, at which time he will also be appointed to the Board. On behalf of the Board, I would like to welcome Michael and thank JB for leading our financial and business transformation during his nearly 15 years with Ally. Michael recognizes the importance of our “Do It Right” culture and is committed to ensuring it remains aligned with Ally’s relentless focus on our employees, customers, communities, and stockholders. I look forward to working together as we position Ally for an even brighter future.

Thank you for your continued support and investment in Ally.

Sincerely,

Franklin W. Hobbs

Chairman of the Board

^(a) This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations.

Table of

contents

		2024 Proxy Statement

Notice of

Annual

Meeting

Matters to be voted on

Jeffrey A. Belisle

Corporate Secretary

April 5, 2024

Proxy

Summary

Business Overview and

Company Performance

Our Business

Ally Financial Inc. (NYSE: ALLY) is a financial services company with the nation’s largest all-digital bank and an industry-leading auto financing business, driven by a mission to “Do It Right” and be a relentless ally for customers and communities. The Company serves approximately 11 million customers through a full range of online banking services (including deposits, mortgage, and credit card products) and securities brokerage and investment advisory services. The Company also includes a robust corporate finance business that offers capital for equity sponsors and middle-market companies, as well as auto financing and insurance offerings.

Our Strategic Priorities

Our long-term strategic priorities, which we believe support driving value for all stakeholders, are centered around the ideas reflected below.

Within our Automotive Finance and Insurance operations, we are focused on strengthening our network of dealer relationships and pursuing digital distribution channels for our products and services within our risk management framework. Within our other banking operations, including mortgage and corporate finance, we seek to expand our consumer and commercial banking products and services while providing a high level of customer service. We continue to focus on growing our customer base, deepening the relationships with existing customers and prudently growing deposit balances as part of our overall funding strategy. At Ally Invest, we seek to augment our securities-brokerage and investment-advisory services to more comprehensively assist our customers in managing their savings and wealth. Additionally, we acquired Fair Square Financial in December 2021, which included a scalable, digital-first credit card platform, and features leading-edge technology and a proprietary, analytics-based underwriting model. We believe our credit card business enhances our ability to grow and deepen both new and existing customer relationships.

Financial and Operational Performance Highlights

In 2023, Ally delivered solid operational and financial results against a fluid backdrop and significant change. We believe our “Do It Right” culture is a competitive advantage, and that remained a top priority for the Board and our leadership team. We took care of our employees, who in turn took care of our customers and communities, driving long-term results for our stakeholders despite significant headwinds. We focused on delivering differentiated offerings for our consumer and dealer customers and deepening those relationships, which resulted in momentum across our businesses by maintaining market-leading positions in our established franchises. Within Dealer Financial services, $40 billion of consumer auto originations were sourced from a record 13.8 million applications. Within Ally Bank, customers

grew by a record 359 thousand driving retail deposit growth in every quarter of 2023, strengthening our consumer-oriented deposits franchise, which is approximately 92% FDIC insured as of December 31, 2023. We continued to weather the impacts from tightening monetary policy with dynamic capital and disciplined risk management.

We remain focused on capital optimization and are taking actions to generate capital to be redeployed into businesses or grow excess capital levels. In 2023, these actions included:

These actions are a result of thoughtful and strategic planning and, in total generated, meaningful capital, positioning Ally to continue driving long-term value for stockholders.

In 2023, we continued to execute against our long-term strategic priorities, resulting in the following financial and operational metrics. Key financial metrics for 2023 include:

Key operational metrics for 2023 include:

(a) This is a non-GAAP financial measure. Refer to Appendix A for applicable definitions and reconciliations.

Stockholder Engagement

Stockholder Engagement Program

Ally regularly engages with our stockholders as a key component of our governance practices. Our ongoing engagement includes interactions with many of our largest stockholders and regular participation by several members of our executive leadership in investor conferences. Our stockholders also have an opportunity to provide feedback at our annual meetings. In 2023, we expanded and enhanced our engagement with stockholders to understand the decline in support for our say-on-pay proposal at our 2023 annual meeting. The following graphics provide an overview of these engagement efforts and highlights key topics discussed.

2023 Outreach and Engagement

Governance-focused Engagement and Responsiveness

At our 2023 Annual Meeting, the say-on-pay proposal received 52% support, after receiving support above 90% each year since our initial public offering in 2014. The Compensation, Nominating, and Governance Committee (CNGC) was disappointed by this low level of support and directed management to conduct extensive outreach to understand stockholders’ perspectives and determine what actions could be taken to address their concerns. As part of these engagements, we also discussed and sought stockholder feedback on Board composition and our governance practices.

Following the 2023 Annual Meeting, we contacted stockholders representing 58% of shares outstanding and the leading proxy advisory firms for engagement. Ally met with each stockholder who accepted our engagement request, representing 36% of our shares outstanding. Mr. Fennebresque, the CNGC Chair, participated in engagements with investors representing 33% of our shares outstanding and in the meetings with the leading proxy advisory firms. Our outreach and engagement meetings included stockholders who had supported the say-on-pay proposal as well as those who voted against it in 2023.

2023 Outreach and Engagement

These engagements included discussion of other topics, including Board composition and governance practices, and stockholders also shared their areas of focus and provided feedback on proxy disclosure enhancements Ally could make that would provide additional insight on important governance matters. In response to this feedback, we have taken the actions and provided enhanced proxy disclosure as described in the table below.

Executive Compensation Highlights

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 stockholder interests. Ally’s program, as designed by the CNGC, uses a scorecard approach to establish performance expectations, to assess performance, and to inform compensation 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 CNGC believes this holistic approach to determining total incentive compensation is appropriate 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. Once approved, each NEO’s total incentive compensation is allocated across annual cash incentive, performance stock units, and restricted stock units, according to a formulaic mix that is significantly weighted towards long-term compensation.

Ally achieved above-target performance in four of the five scorecard pillars—business, risk management, consumer and cultural—and performed below-target on certain key financial metrics. The 2023 performance against targets is particularly strong in the context of the macro-environment as the CNGC set the targets prior to the regional banking crisis in March 2023. Given the heavier weighting the scorecard places on financial performance, the incentive pool was funded slightly below target. The 2023 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.

Overview of Board of Directors Nominees

The CNGC has recommended, and the Board has nominated, the following slate of 11 director candidates for election at the Annual Meeting to hold office until the next annual meeting of stockholders in 2025. Each has agreed to be nominated and named in this proxy statement and to serve if elected. The Board believes this is currently the appropriate size and the director nominees listed below possess the right mix of perspectives, backgrounds, skills, and experiences in order to fulfill the Board’s duties and oversee Ally’s corporate strategy. The Board regularly assesses its composition and governance structure. For more information on each nominee, see “Director Qualifications and Responsibilities” on page 7.

Corporate Governance Highlights

The Board understands strong corporate governance practices are critical to Ally achieving its strategic objectives and maintaining the trust and confidence of its stockholders, regulators, customers, and other key stakeholders. Key governing documents, including the Board’s Governance Guidelines, are available on the Company’s website at www.ally.com/about/investor/policies-charters/ . Select corporate governance highlights include the following:

Corporate Social Responsibility Highlights

Ally firmly believes in our responsibility to make a positive social impact on the world around us. To this end, we evaluate our social impact on four key pillars: employees, customers, communities, and environment.

Governance is an essential part of Ally’s culture, business, and corporate responsibility efforts. At the Board level, oversight of Corporate Social Responsibility ( CSR ) is led by the CNGC, which oversees our Environmental, Social, and Governance ( ESG ) strategies, initiatives and activities, as well as Ally’s human capital management. As part of their oversight responsibilities, the CNGC, alongside Ally’s Executive Council, biannually reviews organizational health metrics and progress toward cultural priorities including our DE&I and engagement efforts. Further, the full Board annually reviews and approves Ally’s Code of Conduct and Ethics, which is the framework for our culture, including how employees must conduct themselves at work and in the community. In addition, the Risk Committee of the Board receives regular climate risk updates from the Chief Risk Officer and the Sustainability Risk Executive.

For more information on our CSR practices, strategy, and recent highlights, see the “Corporate Social Responsibility” section later in this proxy statement or the annual CSR report published on our website at https://www.ally.com/about/ .

Proxy

Statement

General Information

About the Annual Meeting

Date and time: Tuesday, May 7, 2024, at 9:00 a.m. EDT

Location: Shinola Hotel 1435 Farmer Street Detroit, Michigan 48226

Record date: March 14, 2024

Proxy mail date: On or about April 5, 2024

Solicitation

The solicitation of your proxy is made on behalf of the Board of Directors of Ally Financial Inc. (Board) for use at our 2024 annual meeting of stockholders to be held on May 7, 2024, and any adjournment of the meeting (Annual Meeting) . References in this proxy statement to we , us , our , the Company , and Ally refer to Ally Financial Inc. and its consolidated subsidiaries, unless the context requires otherwise.

This proxy statement and the related form of proxy will first be sent or given on or about April 5, 2024, to the stockholders of record of our common stock at the close of business on March 14, 2024 ( record date ). This proxy statement and our annual report for the year ended December 31, 2023, also will first be made available on our website at www.ally.com/about/investor/sec-filings/ , free of charge, at or about the same time.

The complete mailing address of the Company’s principal executive office is 500 Woodward Avenue, MC: MI-01-10-CORPSEC, Detroit, Michigan 48226. The Annual Meeting will be held at the Shinola Hotel, 1435 Farmer Street, Detroit, Michigan 48226.

Electronic Availability of Proxy Materials for the Annual Meeting

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 7, 2024 . This proxy statement, our annual report to stockholders for fiscal year 2023, and our Form 10-K for fiscal year 2023 are available electronically at www.proxyvote.com/ALLY .

Voting Rights and Procedures

Stockholders of record at the close of business on the record date may vote at the Annual Meeting. As of the record date, 303,960,880 shares of our common stock were issued and outstanding and, therefore, eligible to be voted at the Annual Meeting. Only one class of our common stock exists, and each share is entitled to one vote.

Stockholders of record or record holders have shares of our common stock registered in their names with our transfer agent, Computershare Inc. Beneficial owners , in contrast, own shares of our common stock that are held in “street name” through a broker, bank, or other nominee. Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote the shares. If you are a beneficial owner of our common stock, your proxy is being solicited through your broker, bank, or other nominee.

		2024 Proxy Statement • 1

You may vote FOR , AGAINST , or ABSTAIN on each of the three proposals. The Board recommends that you vote as follows:

When this proxy statement was printed, we did not know of any matter to be presented at the Annual Meeting other than these three proposals. If any other matter may be properly considered at the Annual Meeting, your proxy can exercise discretion in voting your shares on the matter. We currently do not anticipate that any other matter will be presented at the Annual Meeting.

We expect that the election of directors in Proposal 1 will be uncontested—that is, an election where the number of properly nominated director candidates does not exceed the number of directors to be elected. In that case, each director will be elected by a majority of the votes cast with respect to the director. This means that the number of votes cast FOR a director nominee must exceed the number of votes cast AGAINST that director nominee. If an incumbent director nominee fails to receive a majority of the votes cast in an uncontested election, our director resignation policy will apply as described further in Proposal 1. Voting ABSTAIN on Proposal 1 in an uncontested election will have no effect on the outcome.

If the election of directors in Proposal 1 unexpectedly becomes contested—that is, an election where the number of properly nominated director candidates exceeds the number of directors to be elected—plurality voting will apply. This means that the seats on the Board will be filled by the director nominees who receive the highest number of FOR votes. Voting AGAINST or ABSTAIN in a contested election will have no effect on the outcome.

For Proposals 2 and 3, a FOR vote from a majority of the outstanding shares present or represented by proxy at the Annual Meeting and entitled to vote on the proposal will be required for approval. Voting ABSTAIN on any of these proposals will have the same effect as voting AGAINST .

We strongly encourage all stockholders to submit their votes in advance of the Annual Meeting, even if you are planning to attend in person.

Internet		Telephone		Mail		In Person

If you are a record holder, you may vote your shares (1) through the internet, (2) by telephone, (3) by completing, signing, dating, and returning your proxy card in the provided envelope, or (4) in person by ballot at the Annual Meeting. Other proxy materials that you receive together with this proxy statement contain the website address and the telephone number for internet or telephone voting. Internet or telephone votes or completed, signed, and dated proxy cards must be received prior to the Annual Meeting in order to be counted. If you as a record holder submit a valid proxy prior to the Annual Meeting but do not provide voting instructions, your shares will be voted according to the recommendations of the Board described earlier in this section.

If you are a beneficial owner, you may not vote your shares directly but instead may instruct your broker, bank, or other nominee how to vote your shares. You should receive materials from your broker, bank, or other nominee with directions on how to provide voting instructions. Those materials also will identify the time by which your broker, bank, or other nominee must receive your voting instructions. The availability of internet or telephone voting will depend on the processes adopted by your broker, bank, or other nominee. If you want to vote your shares in person at the Annual Meeting, you will need to obtain a legally enforceable proxy from your broker, bank, or other nominee in advance and present that proxy to the inspectors of election together with a valid form of government-issued photo identification (such as a driver’s license or passport). For Proposals 1 and 2, if you are a beneficial owner of shares, your broker, bank, or other nominee is not permitted to vote your shares if no instruction is received from you. For Proposal 3, your broker, bank, or other nominee can exercise discretion in voting your shares if no instruction is received from you.

		2024 Proxy Statement • 2

You may revoke or change your proxy at any time before the vote is taken at the Annual Meeting. If you are a record holder, you may revoke or change your proxy by (1) executing and delivering a later-dated proxy for the same shares in compliance with the requirements described in this proxy statement, (2) voting the same shares again over the internet or telephone prior to the Annual Meeting, (3) voting a ballot at the Annual Meeting, or (4) notifying the Secretary of your revocation of the proxy prior to the Annual Meeting. If you are a beneficial owner, you must follow the directions provided to you by your broker, bank, or other nominee. Any beneficial owner of shares who wants to revoke a proxy at the Annual Meeting will need to present to the inspectors of election a legally enforceable proxy from the broker, bank, or other nominee indicating that the person is the beneficial owner of the shares together with a valid form of government-issued photo identification (such as a driver’s license or passport).

We will pay the costs of preparing the proxy materials and soliciting proxies, including the reasonable charges and expenses of brokers, banks, and other nominees for forwarding proxy materials to beneficial owners and updating proxy cards and directions. In addition to our solicitation of proxies, your proxy may be solicited by telephone, facsimile, internet, or e-mail or in person by directors, officers, or regular employees of Ally or its affiliates who will receive no additional compensation for doing so.

Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions, and confirm that stockholders’ instructions have been recorded properly. While we and Broadridge Financial Solutions, Inc. do not charge stockholders any fees for voting by internet or telephone, there may still be costs—such as usage charges from internet-service providers and telephone companies—for which stockholders are responsible when voting by internet or telephone.

Meeting Admission

Attendance at the Annual Meeting will be limited to stockholders of record or their proxies, beneficial owners of our common stock, and our guests. A record holder or beneficial owner must request an admission ticket in advance by visiting www.proxyvote.com/ally and following the instructions provided, which will require the 16-digit number included on your proxy card or voting instructions. Requests for admission tickets will be processed in the order in which they are received and must be submitted no later than May 3, 2024. At the Annual Meeting, each record holder, beneficial owner, or guest may be required to present a valid form of government-issued photo identification, such as a driver’s license or passport, to gain admittance.

Cautionary Notice About Forward-looking Statements and Other Terms

This proxy statement and related communications contain 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, and future capital allocation and actions. 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, 2023, 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.

This proxy statement and related communications contain specifically identified non-GAAP financial measures, which supplement the results that are reported according to U.S. generally accepted accounting principles ( GAAP ). These non-GAAP financial measures may be useful to investors but should not be viewed in isolation from, or as a substitute for, GAAP results. Differences between non-GAAP financial measures and comparable GAAP financial measures are reconciled in this proxy statement or the related communication.

		2024 Proxy Statement • 3

Unless the context otherwise requires, the following definitions apply. The term “loans” means the following consumer and commercial products associated with our direct and indirect financing activities: loans, retail installment sales contracts, lines of credit, and other financing products excluding operating leases. The term “operating leases” means consumer- and commercial-vehicle lease agreements where Ally is the lessor and the lessee is generally not obligated to acquire ownership of the vehicle at lease-end or compensate Ally for the vehicle’s residual value. The terms “lend,” “finance,” and “originate” mean our direct extension or origination of loans, our purchase or acquisition of loans, or our purchase of operating leases as applicable. The term “consumer” means all consumer products associated with our loan and operating-lease activities and all commercial retail installment sales contracts. The term “commercial” means all commercial products associated with our loan activities, other than commercial retail installment sales contracts. The term “partnerships” means business arrangements rather than partnerships as defined by law.

		2024 Proxy Statement • 4

Proposal 1

Election of Directors

Board Composition

The Board currently has 11 seats. The Board believes that this size is appropriate at the present time based on its assessment of the need for particular talents or other qualities, the benefits associated with a diversity of perspectives 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 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 Compensation, Nominating, and Governance Committee ( CNGC ) has recommended, and the Board has nominated, the following slate of 11 director candidates for election at the Annual Meeting to hold office until the next annual meeting of stockholders in 2025. Each has agreed to be nominated and named in this proxy statement and to serve if elected. The nominees below comprise all the current directors of Ally, except for Michael F. Steib, whose term will end at the time of the election of directors at the Annual Meeting, and Michael G. Rhodes, who will be appointed to the Board when he joins Ally as CEO on April 29, 2024.

		2024 Proxy Statement • 5

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 Secretary, which will become effective only upon acceptance by the Board. The CEO or the 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 may reduce the size of the Board.

No cumulative voting rights exist in this election. If you are a beneficial owner of shares, your broker, bank, or other nominee is not permitted to vote your shares on this matter if no instruction is received from you.

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 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.

The Board recommends that stockholders vote FOR the election of each of the 11 nominees to our Board.

		2024 Proxy Statement • 6

Director Qualifications and Responsibilities

The CNGC and the Board believe that the Company’s directors should possess a diverse array of backgrounds, skills, and qualifications, whether in terms of education, business acumen, accounting and financial expertise, risk-management experience, or experience with other organizations. When considering director candidates, the CNGC and the Board take into account these factors as well as other characteristics that, in their judgment, will enhance the effectiveness of the Board. These characteristics include independence, the ability to understand Ally’s primary risks and to advise management on Ally’s strategic plan and objectives in the context of its risk profile, the ability to make independent and disinterested decisions in the balanced and best interests of Ally’s stockholders as a whole, the ability and willingness to devote sufficient time and attention to Ally, personal and professional integrity, honesty, ethics, and values, and the candidate’s overall fit within the existing mix of director characteristics. 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 nominees. Descriptions of the skills and qualifications are on the following page.

Skills and Qualifications

Senior Executive Leadership 100%

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Financial-Services Industry 91%

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Regulatory / Governmental 91%

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Risk Management 100%

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Finance / Accounting 82%

✓

✓

✓

✓

✓

✓

✓

✓

✓

Other Public- Company Board 82%

✓

✓

✓

✓

✓

✓

✓

✓

✓

Technology and Digital Innovation 73%

✓

✓

✓

✓

✓

✓

✓

✓

Cybersecurity 36%

✓

✓

✓

✓

Human Capital Management 91%

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

		2024 Proxy Statement • 7

The following table includes additional details with respect to each skill, including how each enhances the effectiveness of our Board.

In addition, the CNGC and the Board consider diversity in the characteristics of director candidates, including each candidate’s perspective and background, with the ultimate aim of enhancing the Board’s ability to perform its oversight function most effectively. The CNGC and the Board strive to complement the institutional knowledge of longer tenured directors with fresh perspectives brought by newer directors and believe that the diversity of our nominees contributes to enhancing the efficacy of the Board, increasing the fundamental value of our Company, and creating long-term value for stockholders.

		2024 Proxy Statement • 8

In their consideration of director candidates, the CNGC and the Board also take into account the Board’s responsibility to provide direction and oversight for the Company’s business and affairs. In its oversight role, the Board’s primary responsibilities are the following:

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 stockholders.

The Board has affirmatively determined in its business judgment that each of Mr. Hobbs, Mr. Bacon, Mr. Cary, Ms. Clark, Mr. Fennebresque, Mr. Gibbons, Ms. Goldman, Ms. Magner, Mr. Reilly, and Mr. Sharples is independent as defined in the New York Stock Exchange ( NYSE ) listing standards and applicable SEC rules (each independent and an independent director ). In evaluating the independence of each director candidate, transactions, relationships, and arrangements between the director candidate or any related person or interest and the Company or any of its subsidiaries were assessed. These included a variety of financial-services relationships—such as deposit accounts and investment services—and certain commercial arrangements involving 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 SEC 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. No familial relationships exist among the directors.

		2024 Proxy Statement • 9

Director Candidate Biographies

Set forth here is a brief description of the backgrounds and other characteristics of each director candidate. These, along with the skills and qualifications described earlier in this section, led the CNGC and the Board to conclude that the director candidates should be nominated for election at the Annual Meeting.

		2024 Proxy Statement • 10

Board Governance Matters

The Board and CNGC believe that the Board should consist of directors with a mix of experience, skills, perspectives and diversity to provide effective oversight of Ally. The Board and CNGC believe that diversity with respect to gender, race, ethnicity, nationality and geography is important in achieving the range of perspectives that the Board seeks among its members. The CNGC may use search firms to identify potential candidates to stand for election to the Board. Any search firm that is engaged is instructed to include both gender and racially/ethnically diverse director candidates. Gender diversity of the Ally Board exceeded 30% from 2019 through the 2023 annual meeting. As the CNGC considers future refreshment, gender diversity will be a continued focus area for the Board.

In identifying and recommending candidates to stand for election to the Board, the CNGC may consider existing directors for renomination. The CNGC also considers potential director candidates who are recommended by stockholders in compliance with applicable law and listing rules and our Bylaws. Stockholders desiring to recommend candidates for membership on the Board for consideration by the CNGC should address their recommendations in writing, including all information required by our Bylaws, to the Compensation, Nominating, and Governance Committee of the Board of Directors, Ally Financial Inc., Attention: Corporate Secretary, 500 Woodward Avenue, MC: MI-01-10-CORPSEC, Detroit, Michigan 48226. The CNGC uses the same criteria to evaluate all potential director candidates regardless of how they have been identified.

The effectiveness of these policies and processes for identifying and considering potential director candidates is assessed by the CNGC in connection with its annual evaluation of the performance of the Board and each committee as contemplated by the Board’s Governance Guidelines ( Governance Guidelines ).

Meeting Attendance

Directors are strongly encouraged to attend each annual meeting of stockholders in order to provide an opportunity for informal communication between directors and stockholders and to enhance the Board’s understanding of stockholder priorities and perspectives. All existing directors attended the last annual meeting of stockholders on May 3, 2023. The Board met six times during 2023. Each nominee who is currently a director attended at least 75% of the aggregate of (1) the total number of meetings held in 2023 by the Board during the period when the director was serving in that capacity and (2) the total number of meetings held in 2023 by all applicable committees during the period when the director was serving on those committees.

The Board’s Leadership Structure

Under our Bylaws, a majority of the full Board elects the chairperson. Whenever the chairperson does not qualify as an independent director, the independent directors—by a majority vote at a meeting consisting solely of independent directors—elects one of the independent directors as lead director. Mr. Hobbs serves as the Chairman of the Board and is a non-executive and independent director.

The Board believes that a non-executive and independent Chair is currently in the best interests of the Company and its stockholders because, based on the Company’s present circumstances, the structure provides a balance between strategic development and independent oversight of management. The Board, however, maintains its flexibility to make this determination at any time to provide appropriate leadership for the Company as circumstances warrant. The CNGC reviews the Board structure at least annually.

Our Bylaws provide that the chairperson (or in the chairperson’s absence, the lead director if one exists or, if none exists, an alternate director designated by a majority of the independent directors then present) will preside at Board meetings. Under the Governance Guidelines, the chairperson also has the following responsibilities: (1) serve as a liaison between the independent directors and management, (2) periodically communicate with the CEO to discuss matters of importance to the independent directors, (3) provide for adequate deliberations on all agenda items and other matters properly brought before the Board, and (4) perform other duties that are appropriate for a non-executive chair and that a majority of the independent directors may identify from time to time.

Board Governance Practices

Director Outside Board Commitments

In selecting director candidates, the CNGC and the Board take into account the other demands on each candidate to assess the candidate’s ability to devote the necessary time and effort required for service on our Board and its committees. As part of its annual self-assessment process, the Board evaluates individual director performance, including attendance at, preparedness for, and participation in meetings of the Board and its committees. See The Board’s Self-Assessment Process described later in this proxy statement for additional information. The Board’s Governance Guidelines, which are reviewed annually by the CNGC, include limitations on the number of outside boards on which our directors may serve. In response to feedback from our stockholders, the Board updated its Governance Guidelines in 2023 to further limit outside board commitments. The following table sets forth these limitations, which all director nominees meet.

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The Board’s Self-assessment Process

The CNGC annually develops, recommends to the Board for approval, and oversees the annual self-assessment process for the Board and its committees. For the 2023 Board self-assessment process, each director completed a questionnaire that solicited the director’s views on a variety or topics, including:

In addition, directors are asked each year to identify priorities, desired training, and opportunities for the Board and its committees. The CNGC Chair then leads a discussion of results with the directors, and management assists the Board with implementing any identified action items.

Director Onboarding and Education

New directors are provided with the opportunity for a comprehensive orientation to educate them about Ally’s business activities, strategic direction, risk profile, financial results, and key policies and procedures through presentations, reading materials, meetings with officers and employees, visits to Ally’s facilities, or other means as appropriate. In recognition of the evolving nature and continued importance of governance issues and practices, each director is encouraged to participate in continuing education programs to maintain a level of expertise that is appropriate for performing the responsibilities of a director or committee member. In 2023, our directors received training on a variety of topics, including fair lending, ESG, the Community Reinvestment Act, the Bank Secrecy Act / anti-money laundering, privacy, insider trading, and unfair, deceptive, or abusive acts or practices under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Committees of the Board

The CNGC annually reviews the structure and membership of the Board’s committees and recommends any appropriate changes to the Board. The Board’s governance structure is designed to support effective oversight (including oversight of senior management), timely access to information, and sound decision-making. The membership of each committee is driven by its purpose, the expertise or experience needed to achieve that purpose, any requirements of applicable law or listing rules, and other factors that are expected to enhance the effectiveness of the committee. The standing committees of the Board are currently the CNGC, the AC, the RC, and the Technology Committee ( TC ). The membership of these committees during 2023 and the total number of their meetings in 2023 are detailed in the following summaries, except that Maureen A. Breakiron-Evans also served as a member of the AC and the TC until her departure from the Board on May 3, 2023.

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Compensation, Nominating, and Governance Committee

Number of Meetings in 2023: 10

The Board has determined all members of the CNGC are qualified to serve on the CNGC under applicable SEC rules and NYSE listing standards (including the independence and non-employee-director requirements for compensation-committee members).

Responsibilities: The CNGC assists the Board in overseeing:

A narrative description of the processes for considering and determining executive and director compensation—including (1) the CNGC’s authority and the extent to which that authority may be delegated and (2) the roles of Ally’s executive officers and compensation consultants in determining or recommending the amount or form of executive and director compensation—can be found in Compensation Discussion and Analysis and Director Compensation later in this proxy statement.

The CNGC’s policies on the nomination process for directors can be found in Director Qualifications and Responsibilities earlier in this proxy statement.

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Audit Committee

Number of Meetings in 2023: 9

The AC is a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 as amended ( Exchange Act ).

The Board has determined all members of the AC are qualified to serve on the AC under applicable SEC rules and NYSE listing standards (including the independence and financial-literacy requirements for audit-committee members) and have accounting or related financial-management expertise under applicable NYSE listing standards. The Board also has determined that Messrs. Cary and Gibbons and Ms. Clark are audit-committee financial experts under applicable SEC rules. None of the members of the AC simultaneously serve on more than three public-company audit committees.

Responsibilities: The AC assists the Board in overseeing:

Additional information about the AC can be found in the Audit Committee Report later in this proxy statement.

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Risk Committee

(a) Mr. Steib’s term will end at the time of the election of directors at the Annual Meeting.

Number of Meetings in 2023: 5

The RC assists the Board in overseeing Ally’s risk-management policies and global risk-management framework, including its risk-appetite statement and its program for managing compliance risk. More specifically, the RC approves and oversees Ally’s enterprise-risk-management framework, including the material-risk taxonomy, and approves and monitors a clear risk appetite for Ally that aligns with its strategy and risk capacity. In addition, the RC oversees management’s responsibility for ensuring that the enterprise-risk-management framework is commensurate with Ally’s structure, risk profile, complexity, activities, and size. The RC also monitors the qualifications, stature, and independence of the Chief Risk Officer—who directly reports and has unrestricted access to both the RC and the CEO—and through its Chair, reviews and approves the appointment, retention, performance evaluation, and compensation of the Chief Risk Officer.

Additional information about the RC can be found in Risk Management later in this proxy statement.

Technology Committee

(a) Mr. Steib’s term will end at the time of the election of directors at the Annual Meeting.

Number of Meetings in 2023: 5

The TC assists the Board in overseeing the execution of digital and other technology strategies, the technology infrastructure and significant investments in it, and information-technology and information-security risks (including cybersecurity risk).

The TC reviews, approves, and recommends to the RC a clear information-technology and information-security risk appetite for Ally that aligns with its strategy and risk capacity. The TC also supports the RC in overseeing the management of information-technology and information-security risks commensurate with Ally’s structure, risk profile, complexity, activities, and size.

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Risk Management

The Board’s primary responsibilities include, through the RC, overseeing Ally’s risk-management policies and global risk-management framework, including its risk-appetite statement and its program for managing compliance risk, commensurate with its structure, risk profile, complexity, activities, and size.

The RC is composed of only independent directors. Among the RC’s specific duties are the following:

Among Ally’s primary types of risk under the material-risk taxonomy is information-technology and information-security risk. As further described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we devote substantial resources to identifying, monitoring, measuring, mitigating, and reporting on information-technology and information-security risk, including in connection with independent third-party assessments, insurance coverage, and training. Further, the TC is charged with reviewing, approving, and recommending to the RC a clear information-technology and information-security risk appetite for Ally that aligns with its strategy and risk capacity. The TC also supports the RC in overseeing the management of information-technology and information-security risks commensurate with Ally’s structure, risk profile, complexity, activities, and size. Senior management briefs the RC, the TC, or the Board on information-security matters at least quarterly.

The RC also meets in joint session with the AC, at least annually, to discuss with management the guidelines and policies for assessing and managing Ally’s exposure to risks, including major financial risk exposures, and the steps management has taken to monitor, control, report on, and, as necessary, disclose those exposures.

In addition, the CNGC is responsible for overseeing the accountability of senior management for effectively implementing Ally’s strategy consistent with its risk appetite, while maintaining an effective risk-management framework and system of internal controls, and consistent with safety and soundness and in compliance with applicable laws (including those related to consumer protection) under a range of conditions—particularly through the establishment, maintenance, and administration of Ally’s executive compensation plans and the evaluation, determination, and approval of goals and compensation of the CEO and other Purview Executives. The AC correspondingly has responsibility to oversee the effectiveness of Ally’s risk management and internal controls that are designed to (1) safeguard assets, (2) confirm the accuracy and integrity of accounting, financial reporting, and disclosures, (3) maintain compliance with ethical standards, policies, procedures, and applicable laws, (4) promote effectiveness and efficiency of operations, and (5) address any other related matter that the AC judges to be appropriate for its oversight.

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While each of these committees is responsible for evaluating specified risks and overseeing the management of those risks, the full Board is regularly updated by management on the state of Ally’s risk appetite, risk capacity, and enterprise-risk-management framework—including management’s ongoing assessment of identified top and emerging risks—and considers them in assessing and directing Ally’s strategy and business. Our independent Chairman and our CEO are individually focused as well on Ally’s risk-management policies and practices. The Chief Risk Officer, Chief Compliance Officer, and Chief Audit Executive each directly report to our CEO.

Communications with the Board

Under the Governance Guidelines, stockholders and other members of the public may communicate with the Board, the Chairman of the Board, any other individual director, the non-management directors as a group, the independent directors as a group, or any committee of the Board by sending written correspondence in care of the Ally Financial Inc. Corporate Secretary, 500 Woodward Avenue, MC: MI-01-10-CORPSEC, Detroit, Michigan 48226. The Secretary will forward correspondence relating to a director’s duties or responsibilities to the specified recipient. Correspondence that is unrelated to a director’s duties and responsibilities may be discarded or otherwise addressed by the Secretary. Any correspondence that expresses a concern about any governance, conduct, ethical, accounting, financial-reporting, or internal-control matter will be addressed as provided in the Governance Guidelines.

Management Succession Planning

The strength of our leadership has been a key factor in helping drive our historical accomplishments. The CNGC has oversight responsibility for Ally’s executive leadership development and management succession planning intended to support the development of executives and continuity of key leadership positions, which is important in our efforts to execute on our long-term strategic objectives.

In support of this, leaders across the enterprise are focused on developing potential leaders and top performers to assist in identifying internal candidates. Our aim is to have the right talent, in the right roles, at the right time to mitigate talent risks as we strive to develop our next generation of leaders through intentional growth and internal mobility opportunities. Required skill sets and other criteria for key positions are established to assist in the identification of external candidates where required, and search firms or other resources may be utilized.

The CNGC reviews at least annually with the CEO and the Chief Human Resources Officer the leadership-development and succession plans relating to the positions of CEO and other key executives. The succession plan identifies a “readiness” level and ranking for internal candidates and incorporates flexibility for the Board to define an external hire as a succession option. In addition, the CNGC maintains a C-Suite temporary succession plan which identifies executives ready to serve in respective C-Suite roles in an interim capacity, as requested by the Board. Recent leadership changes have underscored the importance of maintaining a robust succession planning framework, which the CNGC leveraged to promptly appoint interim officers to our CEO and General Counsel positions.

In October 2023, our former CEO, Mr. J. Brown, notified the Board of his decision to retire as CEO from Ally in early 2024. The Board engaged an independent search firm to facilitate the search for a permanent CEO upon receipt of Mr. J. Brown’s notice of his intent to retire.

Compensation Committee Interlocks and Insider Participation

No person who served as a member of the CNGC during the year ended December 31, 2023 — Kim S. Fennebresque, Franklin W. Hobbs, Mayree C. Clark, and Marjorie Magner — (1) was an officer or employee of the Company during 2023, (2) was a former officer of the Company, or (3) had any relationship requiring disclosure by the Company under any paragraph of Item 404 of SEC Regulation S-K. No executive officer of Ally served on any board of directors or compensation committee of any other entity for which any of our directors served as an executive officer at any time during the year ended December 31, 2023.

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Corporate Social Responsibility

At Ally, we firmly believe it’s our responsibility as corporate citizens to make a positive social impact on the world around us. This belief is embedded in the very fabric of our business and culture, and this in turn, drives our approach to corporate social responsibility which is based on four pillars: employees, customers, communities, and environment.

Four Key Pillars for Social Impact

We ground our approach on a simple equation: If you care for your employees, they will care for your customers. That will drive results and have a positive impact in your communities. Collectively, Ally teammates have helped each other, our customers, and our communities thrive—driving a sustainable, positive impact for our stakeholders.

For our employees , we emphasize a working environment and company culture that embraces diverse talents, backgrounds, and perspectives and where colleagues feel valued as both individuals and members of the team.

We continue to be relentless for our customers ’ financial well-being, translating into products, services, and initiatives that make financial services and financial empowerment accessible to the people we serve.

Our DNA is also defined by our commitment to the communities where we live and work through volunteering, employee donations, employer-matched grants, and corporate grants and sponsorships. Our three key areas of giving are affordable housing, financial education, and workforce development.

As Ally seeks to evolve and mature our environmental strategy, we are evaluating climate-related opportunities which deliver value for our stakeholders, including developing products and services to create environmental and social benefits; a focus on more sustainable operations; employee engagement and training; and evaluation of sustainable finance opportunities.

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CSR Transparency & Oversight

Governance is an essential part of Ally’s culture, business, and corporate social responsibility (CSR) efforts. Through transparent reporting, we can create a lasting impact for our employees, customers, communities, and stockholders. Ally’s CSR efforts have been guided by international Environmental, Social, and Governance (ESG) standards, including those of the Global Reporting Initiative and the Task Force on Climate-Related Financial Disclosures. These guidelines help advance Ally’s vision, social impact framework, and culture.

Ally makes regular, transparent disclosure of our ESG efforts, and this summary contains highlights to bring our social impact to life. Our annual CSR report contains additional detail on our progress and more information is found on our website: https://www.ally.com/about/ . Although we are incredibly proud of the accomplishments detailed below and in the CSR report, Ally’s commitment to environmental and social impact is seen and felt far beyond these pages.

Our Board sets the tone as strong advocates for our culture and values, including the review and oversight of our strategy and risks. The CNGC, in coordination with other committees of the Board as appropriate, is responsible for the oversight of our ESG strategies, initiatives, and activities, as well as Ally’s human capital management. As part of their oversight responsibilities, the CNGC, alongside Ally’s Executive Council, biannually reviews organizational health metrics and progress toward cultural priorities including our DE&I and engagement efforts. Further, the full Board annually reviews and approves Ally’s Code of Conduct and Ethics, which is the framework for our culture including how employees must conduct themselves at work and in the community.

In addition, the Risk Committee of the Board receives regular climate risk updates from the Chief Risk Officer and the Sustainability Risk Executive.

A Culture That Promotes Belonging

We recognize our long-term success is underpinned by the strength of our purpose-driven culture—a culture we believe sets us apart from the competition and gives us an advantage as we recruit and retain talented team members. Our people-first approach enables a winning, customer-centric philosophy focused on resiliency, adaptability, and a growth-mindset-oriented drive to “Be (Even) Better.” We strive to uphold our mantra to “Do it Right” through decisions and deeds at all levels of the organization, and we collectively commit to work with integrity and accountability and to uphold our core values in the workplace, the marketplace, and the community. Our culture is driven by our “LEAD” core values, where we emphasize that employees:

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Employee Engagement

Sustaining high levels of employee engagement is a key measure of our workplace success as we continue to build a company where our employees want to work, have purposeful careers, and feel empowered to make a difference. Throughout the year, we leverage a third-party provider to administer confidential employee surveys to provide feedback on key strengths and opportunity for action to improve our culture.

For 2023, our employee engagement scores remained within the top 10% of all global companies that participated in the survey and at least eight points higher than the financial services industry benchmark. High levels of employee engagement help reflect a productive and engaged workforce that takes care of our customers and communities, and contributes to our stable employee retention rate, which was approximately 84% for the year.

We make significant investments in recruitment and employee development to attract and retain top talent, while fostering broader workforce development grounded in career mobility and advancement, and succession planning. Our recruitment process is vast and includes partnerships with universities, nonprofits and professional associations, including virtual and on-campus recruiting events, online platforms, conferences, internship and rotational programs, and referral bonuses to current employees. We also provide support for continuing education through a tuition reimbursement program, as well as student loan repayment assistance and contributions to employees’ 529 education savings plans.

Not only are we able to recruit top talent, but we empower our employees and encourage internal mobility, contributing to 16% of our existing eligible workforce having been with Ally for at least one year receiving promotions or taking on new roles in 2023. Our internal hiring rate was 40%, further advancing employee career development and mobility. Our deliberate focus on mobility supports our ongoing retention efforts for top talent across the organization. The retention rate for employees that we determine to be high performers through talent planning was 96%. On a routine basis, we perform talent and succession planning to develop and retain our top talent, including critical roles throughout the organization. Additional information on our efforts to maintain an engaged workforce may be found in our Form 10-K annual report.

Diversity, Equity, and Inclusion*

A component of our culture is our commitment to diversity, equity, and inclusion. We believe the best ideas come from a collective mixture of different voices and perspectives. We are an equal opportunity employer, and we strive for an inclusive work environment where all backgrounds, experiences, interests, viewpoints, and skills are respected, appreciated, and encouraged. We are focused on diverse representation and retention in the workforce—including different genders, races, nationalities, sexual orientations, socio-economic status, and other identities—across all levels of the organization from entry to leadership. Fostering these diverse perspectives is important and reflects the beliefs and actions that are the backbone of our culture.

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Our DE&I Council provides executive leadership on DE&I and promotes belonging at Ally and in our communities. A subset of our commitment to DE&I is a Financial and Social Inclusion Framework that is built upon four pillars: Employees, Community, Customers, and Suppliers. These four pillars are championed by our employees, which empowers us to advance DE&I efforts in meaningful ways beyond Ally.

Employee Resource Groups

We maintain eight employee resource groups (ERGs) sponsored by members of Ally’s Executive Council and chaired by leaders from multiple levels of management across Ally. Membership in our ERGs is voluntary and open to all employees, whether they identify with the ERG or view themselves as an ally to the group.

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As we celebrated the sixth anniversary of ERGs in 2023, employee participation grew to 59% of our workforce belonging to at least one ERG as of December 31, 2023. Our ERGs may offer our employees a sense of belonging, enhanced networking, and opportunities to learn and grow. We share these quotes to highlight employee sentiment and the impact of our ERGs in employee’s own words:

Through dedicated focus months, each ERG has delivered cultural education and awareness that expands understanding and collaboration throughout the organization. Through volunteerism, fundraising, and supporting nonprofits and community organizations, our ERGs are committed to giving back to the communities where we live and work. Beyond our ERGs, our Technology Organization also launched two diversity-focused groups that explore the obstacles to inclusivity that exist specifically within the technology industry. These two groups were Women in Technology (WiT) and Black, Hispanic and Latino in Technology (BHLiT) and, like our ERGs, are open to all employees. Our objective across all the groups is to foster a workplace environment where all employees have a sense of belonging and know their opinions count.

Our commitment to inclusion emphasizes representation transparency, accountability, and action for our employees. As of December 31, 2023, our gender representation is approximately 51% men and 49% women. We increased or maintained representation of women and people of color in our manager and above roles, and redesigned programs to create more opportunities for individuals new to their roles in the Company.

More information on our culture is found on our website ( https://www.ally.com/about/social-impact/diversity-inclusion ) . Employee demographic data is also included on our website, which illustrates self-reported data from U.S. and Canadian-based employees. Our diversity data presentation differs from our EEO-1 submission in three ways—it uses data as of December 31, 2023; it includes Canadian employees; and it classifies our field/sales/customer service management employees either as a manager or analyst depending on their job responsibilities.

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2023 CSR Highlights

Living our purpose helped deliver meaningful results for our stockholders and made a real difference for our employees, customers, communities, and the environment. We made significant strides in DE&I, were relentless allies in improving financial education in a challenging economy, reduced our environmental impact, and led the way with new products and services. Here are some of the ways we made an impact in 2023.

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Bringing Our Social Impact to Life

Caring for Employees: Expanding Mental Health Benefits

We believe the backbone of our workforce diversity efforts are our employee benefits. Our Medical Coverage and Policies are designed to be inclusive for all. In 2023, we further expanded mental health benefits for our employees, their dependents, and immediate household members. This additional benefit will provide up to 16 free counseling sessions for each individual, regardless of their participation in our medical plans, to address on-going community concerns over affordability and access to mental health care to build resiliency among our employee population.

More information on our employee benefits is found on our

website: https://www.ally.com/about/careers/employee-benefits/ .

Representing our Customers: Advancing Women’s Sports

At Ally, we believe investing in sports is good for business. We also believe in equality. In sports—specifically in women’s sports—there is great disparity in media spend and coverage. Currently, women receive approximately 15% of sports media coverage compared to men. In May 2022, Ally became the first company to commit to spending equally on advertising between men’s and women’s sports to create long-term sustainability for women’s sports and drive fandom, followership, and deepened engagement with core audiences for the brands that invest. Fast forward to December 2023, and 45 cents for every dollar spent on media by Ally is now directed to women’s sports—well ahead of schedule. With women making up just over half of the U.S. population and more than 90% of women reporting they are the primary decision makers on financial planning for their households, whether it’s in the boardroom, the classroom or the field of play, the benefits of parity are clear. When young girls see people like them in these spaces, they learn early on they belong there, too.

Empowering Communities: First Mission Related Investment

In 2023, the Ally Charitable Foundation (ACF) approved its first Mission Related Investment of $3 million to preserve existing affordable housing in Charlotte. The investment not only addresses housing insecurity, but integrates financial/digital education, STEM learning, and health care into the community. ACF also approved its first Program Related Investments (PRIs) totaling $4 million to support small businesses and affordable housing in Charlotte.

Improved our Environment: Beehives Fit for a Queen

Our commitment to “Do It Right” extends to people and the planet. In 2023, Ally collaborated with Envision Charlotte and Bee Downtown to launch a community apiary, comprised of three beehives, sharing lessons from nature through educational events and experiences that emphasize the importance of biodiversity in an era of climate change. The community apiary is located at Envision Charlotte’s Innovation Barn—the first innovation center in the U.S. focused on the circular economy—as part of the hands-on learning and unique programming offered to improve sustainability, resilience, economic competitiveness, and quality of life. This project underscores how critical biodiversity conservation is to preserve a sustainable future for all.

Recognition

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Director Compensation

Our director compensation program is designed to attract and retain directors with the characteristics described in Director Qualifications and Responsibilities earlier in this proxy statement and to provide fair compensation for the work required of a director in a company with Ally’s asset size, complexity, scope of operations, risk appetite, and risk capacity. The program is reviewed by the CNGC—with advice from its compensation consultant, Frederic W. Cook & Co., Inc. ( FW Cook )—and approved by the Board.

Details of the director compensation program for 2023 are set forth in the following table.

(a) Paid in quarterly installments.

(b) Consists of director deferred stock units, each of which vests immediately and represents the right to receive one share of our common stock upon the director’s departure from the Board ( Director DSUs ). This amount is prorated for directors who join the Board after the annual meeting of stockholders.

Consistent with the Governance Guidelines, non-employee directors are reimbursed for reasonable out-of-pocket expenses related to their service on the Board. Furthermore, under our Certificate of Incorporation, directors are limited in their liability and indemnified to the fullest extent permitted by Delaware law for their service in that capacity.

Ally allows its non-employee directors to defer from 0% to 100% of their cash retainers in 25% increments. These deferrals can be made into either fully vested Director DSUs or a cash account that is credited with interest quarterly. Interest earned on a cash account is based on the average rate offered by Ally Bank for deposits in its online savings accounts.

The following table describes compensation for non-employee directors who served during fiscal year 2023.

2023 Director Compensation Table

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(a) Includes Director DSUs received during 2023. The number of Director DSUs granted is determined by the fair market value of Ally’s common stock on the applicable grant date.

(b) Ms. Breakiron-Evans retired from the Board effective May 2, 2023.

(c) Ms. Clark elected to defer 50% of her cash retainer payments in the form of Director DSUs.

(d) Mr. Gibbons elected to defer 100% of his cash retainer payments to a notional cash-plus-interest account.

(e) Ms. Goldman elected to defer 100% of her cash retainer payments in the form of Director DSUs.

(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, 2023.

Director DSU Balances as of December 31, 2023

(a) Includes Director DSUs received as part of the annual retainer payments.

(b) Includes Director DSUs received resulting from an election to defer cash payments owed to the director in the form of Director DSUs. The number of Director DSUs granted is determined by the fair market value of Ally’s common stock on the applicable grant date.

(c) Prorated based on Mr. Gibbon’s August 1, 2023 start date.

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Other Governance Policies

and Practices

Code of Conduct and Ethics

Our Board has adopted a Code of Conduct and Ethics to promote integrity in the workplace, in the marketplace, and in our society and communities. The Code of Conduct and Ethics applies to all of Ally’s officers and employees, including the CEO, the Chief Financial Officer ( CFO ), and the Controller. We will post any amendment to the Code of Conduct and Ethics, as well as any waiver that is required to be disclosed under applicable SEC rules or NYSE listing standards, on the Company’s website at www.ally.com/about/investor/policies-charters/ . There were no waivers from any provision of the Code of Conduct and Ethics in 2023 that were required to be disclosed.

Transactions with Related Persons

The Board has adopted a written Related-Person Transaction Policy ( Related-Person Transaction Policy ), which is included within the Governance Guidelines and which requires the CNGC to review and approve or ratify any related-person transaction.

A related-person transaction is any existing or proposed transaction, arrangement, or relationship, or any existing or proposed series of similar transactions, arrangements, or relationships, where (a) Ally or any of its subsidiaries was or will be a participant, (b) the amount involved exceeds $120,000, and (c) any related person had or will have a direct or indirect material interest. A related person is any Ally director or director nominee, any executive officer of Ally under Rule 3b-7 of the Exchange Act, any beneficial owner of more than 5% of any class of Ally’s voting securities, and any immediate family member of any of the foregoing. An immediate family member is any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law—including, in each case, adoptive relationships—and any person (other than a tenant or employee) sharing the same household.

The related person involved in a potential related-person transaction must promptly submit it to Ally’s General Counsel for initial review. The submission must describe (a) the related person’s name and relationship to Ally, (b) all of the related person’s direct and indirect interests in the transaction, including the related person’s positions and relationships with, and ownership interests in, any firm, corporation, or other entity that is involved in the transaction, (c) the approximate dollar value of the amount involved in the transaction and the amount of all of the related person’s direct and indirect interests in the transaction, in each case, determined without regard to the amount of profit or loss, and (d) all other material information about the transaction and the related person’s involvement in it.

The General Counsel will refer submitted related-person transactions to the CNGC for review and approval or ratification. Facts and circumstances taken into account by the CNGC when determining whether to approve or ratify a related-person transaction may include (a) its terms, (b) the nature and extent of the related person’s interest in it, (c) the benefits likely to accrue to Ally, (d) whether its consummation is consistent with the best interests of Ally and its stockholders, (e) whether it presents a heightened risk of conflicts of interest, an improper valuation, or the perception of such a conflict or improper valuation, (f) any impact on a director’s independence, (g) the availability of other comparable transactions, arrangements, or relationships, and (h) whether it is on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances or on terms comparable to those provided to Ally’s employees generally. If the CNGC does not approve or ratify a related-person transaction or if any conditions imposed on the approval or ratification are not satisfied, Ally may not enter into or otherwise be involved in the transaction or, if already executed, must rescind or terminate the transaction as promptly and on as favorable of terms to Ally as reasonably possible. No member of the CNGC may participate in any review or consideration of any related-person transaction involving the member, the member’s immediate family, or any related entity, although the member may be counted for purposes of determining the presence of a quorum at the meeting.

No review, approval, or ratification is required for a transaction, arrangement, or relationship (a) where the rates or charges involved are determined by competitive bids, (b) involving the rendering of services as a common or contract carrier or a public utility at rates or charges fixed in conformity with law or governmental authority, (c) involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services, (d) where the interest of the related person arises solely from the ownership of a class of Ally’s equity securities and all holders of that class of equity securities receive the same benefit on a pro rata basis, or (e) involving indebtedness extended by any of Ally’s banking or broker-dealer subsidiaries if the extension of credit was made in the ordinary course of business, was made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

		2024 Proxy Statement • 32

There has been no transaction since January 1, 2023, that is required to be reported under Item 404(a) of SEC Regulation S-K but that did not require review and approval or ratification under the Related-Person Transaction Policy or for which the Related-Person Transaction Policy was not followed.

Submission of Stockholder Proposals

Any proposal that a stockholder wishes to be considered for inclusion in Ally’s proxy materials for the 2025 annual meeting of stockholders pursuant to SEC Rule 14a-8 must be received in writing by Ally not later than November 25, 2024. We recommend that any stockholder proposal be delivered by means that provide proof of the date of delivery, such as certified mail (postage prepaid and return receipt requested). Please note that such a proposal must comply with all requirements of SEC Rule 14a-8, which addresses when we must include such a proposal in our proxy materials, including eligibility and procedural requirements that apply to the proponent.

Our Bylaws include a proxy-access right, which permits a stockholder or a group of up to 20 stockholders owning at least three percent of Ally’s outstanding common stock continuously for at least three years to nominate and include in Ally’s proxy materials for an annual meeting director nominees constituting up to the greater of two directors or twenty percent of the Board. This right and any exercise of it are subject to the specific provisions of our Bylaws, including procedures and other requirements applicable to the stockholders and the nominees, which are available on our website at www.ally.com/resources/pdf/corporate/Bylaws.pdf . For the 2025 annual meeting of stockholders, notice of proxy-access director nominees as described in our Bylaws must be received by the Corporate Secretary not earlier than October 26, 2024, and not later than November 25, 2024.

Our Bylaws establish advance-notice requirements for any stockholder proposal (including a director nomination) that is not submitted for inclusion in our proxy materials for the 2025 annual meeting of stockholders under the proxy-access right in our Bylaws or under SEC Rule 14a-8 but that is sought to be presented at the 2025 annual meeting. Such a proposal (including a director nomination) must be received in writing by Ally not earlier than January 7, 2025, and not later than February 6, 2025, and must satisfy the information and other requirements in our Bylaws. In addition, any stockholder who intends to solicit proxies in support of any director nominee other than Ally’s nominees at the 2025 annual meeting must also comply with all applicable requirements of SEC Rule 14a-19. Please note that the advance-notice requirements of SEC Rule 14a-19 do not override or supersede the longer advance-notice requirements in our Bylaws.

Any stockholder proposal (including a director nomination) submitted to Ally in connection with the 2025 annual meeting of stockholders, as well as related notices and other communications to Ally, must be received at the following address: Ally Financial Inc., Corporate Secretary, 500 Woodward Avenue, Mail Code MI-01-10-CORPSEC, Detroit, Michigan 48226.

Governance Documents

Charters for the AC, the RC, the TC, and the CNGC, along with the Governance Guidelines, the Code of Conduct and Ethics, and the Bylaws, are available on the Company’s website at www.ally.com/about/investor/policies-charters/ .

		2024 Proxy Statement • 33

Stock Ownership

Security Ownership of Certain Beneficial Owners

At the close of business on March 14, 2024, the following were known to the Company to be the beneficial owners (as defined in SEC Rule 13d-3) of more than five percent of the Company’s common stock:

(a) This is according to information provided to the Company in a Schedule 13G/A filed as a group, by: Warren E. Buffett, Berkshire Hathaway Inc., National Indemnity Company, Berkshire Hathaway Life Insurance Company of Nebraska, BHG Life Insurance Company, British Insurance Company of Cayman, Columbia Insurance Company, GEICO Corporation, National Fire & Marine Insurance Company, Berkshire Hathaway Consolidated Pension Plan Master Trust, Precision Castparts Corp. Master Trust and BNSF Master Retirement Trust (collectively, the “Berkshire Hathaway Group”), with the SEC on February 14, 2024. Mr. Buffett (an individual who may be deemed to control Berkshire Hathaway Inc.), Berkshire Hathaway Inc. and GEICO Corporation are each a Parent Holding Company or Control Person of the other members of the Berkshire Hathaway Group. According to the Schedule 13G/A, Mr. Buffett and Berkshire Hathaway Inc. together have shared voting power over 29,000,000 shares of our common stock and shared dispositive power over 29,000,000 shares of our common stock; National Indemnity Company has shared voting power over 7,215,875 shares of our common stock and shared dispositive power over 7,215,875 shares of our common stock; Berkshire Hathaway Life Insurance Company of Nebraska has shared voting power over 2,803,875 shares of our common stock and shared dispositive power over 2,803,875 shares of our common stock; BHG Life Insurance Company has shared voting power over 462,875 shares of our common stock and shared dispositive power over 462,875 shares of our common stock; British Insurance Company of Cayman has shared voting power over 625,000 shares of our common stock and shared dispositive power over 625,000 shares of our common stock; Columbia Insurance Company has shared voting power over 4,228,200 shares of our common stock and shared dispositive power over 4,228,200 shares of our common stock; GEICO Corporation has shared voting power over 3,137,000 shares of our common stock and shared dispositive power over 3,137,000 shares of our common stock; National Fire & Marine Insurance Company has shared voting power over 4,836,250 shares of our common stock and shared dispositive power over 4,836,250 shares of our common stock; Berkshire Hathaway Consolidated Pension Plan Master Trust has shared voting power over 8,339,880 shares of our common stock and shared dispositive power over 8,339,880 shares of our common stock; Precision Castparts Corp. Master Trust has shared voting power over 2,879,795 shares of our common stock and shared dispositive power over 2,879,795 shares of our common stock; BNSF Master Retirement Trust has shared voting power over 1,500,000 shares of our common stock and shared dispositive power over 1,500,000 shares of our common stock; and the Berkshire Hathaway Group is deemed to be a group for purposes of Section 13(d) of the Exchange Act and are party to that certain Joint Filing Agreement entered into as of February 14, 2024.

(b) This is according to information provided to the Company in a Schedule 13G/A filed by Blackrock, Inc. with the SEC on January 24, 2024. According to the Schedule 13G/A, Blackrock, Inc. has sole voting power over 26,038,570 shares of our common stock and sole dispositive power over 28,541,822 shares of our common stock.

(c) This is according to information provided to the Company in a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024. According to the Schedule 13G/A, The Vanguard Group has shared voting power over 219,446 shares of our common stock, sole dispositive power over 27,374,367 shares of our common stock, and shared dispositive power over 686,234 shares of our common stock, including by reason of advisory and other relationships with clients who own such shares.

(d) This is according to information provided to the Company in a Schedule 13G/A filed by Harris Associates L.P. with the SEC on February 14, 2024. According to the Schedule 13G/A, Harris Associates L.P. and its general partner Harris Associates Inc. have sole dispositive power over 23,475,675 shares of our common stock by reason of advisory and other relationships with clients who own such shares and Harris Associates L.P. has been granted the power to vote shares of our common stock in circumstances it determines to be appropriate in connection with assisting its advised clients to whom it renders financial advice in the ordinary course of business, by either providing information or advice to the persons having such power, or by exercising the power to vote.

		2024 Proxy Statement • 34

Security Ownership of Directors, Nominees, and Executive Officers

The following tables set forth information, at the close of business on March 14, 2024, concerning the number of shares of common stock and stock-settled units of the Company beneficially owned (as defined in SEC Rule 13d-3) by each director, nominee, and NEO (as defined in the Compensation Discussion and Analysis later in this proxy statement) as well as all directors and executive officers (as defined in SEC Rule 3b-7) as a group. Our executive officers under SEC Rule 3b-7 are also the individuals designated as our officers under Section 16(a) of the Exchange Act and SEC Rule 16a-1. Each of the individuals listed in the following table owns less than one percent of the outstanding shares of our common stock, and all directors and executive officers as a group own less than one percent of the outstanding shares of our common stock. The persons named have furnished this information to us.

Beneficial Ownership