Ally Financial Inc. ALLY

19% shingled-prose overlap between the two filings.

2025: 70,627 chars · 2026: 200,000 chars

• Committee Report:68% overlap (881 → 851 chars)
• Pay Ratio (Item 402(u)):48% overlap (1,641 → 1,614 chars)
• Say-on-Pay proposal:81% overlap (3,978 → 4,087 chars)

• newAverageCompensationSummary AverageCompensation Value of Initial Fixed $100Investment Based On: Year SummaryCompensationTable Totalfor PEO 1(a) CompensationActually Paidto PEO 1(b) SummaryCompensationTable Totalfor PEO 2(a) CompensationActually Paidto PEO 2(b) SummaryCompensationTable Totalfor PEO 3(a) CompensationActually Paidto PEO 3(b) Table Totalfor Non-PEONamedExecutiveOfficers(a) Actually Paidto Non-PEONamedExecutiveOfficers(b) TotalShareholderReturn($)(c) Peer GroupTotalShareholderReturn($)(d) NetIncome($ in bil)(e) CoreROTCE(f) 2025 12,770,194 17,459,478 — — — — 4,396,479 6,683,625 149 203 0.9 10.4% 2024 20,940,508 20,251,281 4,604,901 21,339,020 8,294,398 22,304,323 4,308,965 7,556,047 138 173 0.7 7.1% 2023 — — — — 13,394,384 18,920,463 6,163,491 8,414,382 130 133 1.0 9.2% — — — — 2022 — — — — 14,439,223 4,257,400 4,163,136 1,912,795 87 118 1.7 18.5% 2021 — — — — 15,545,746 21,790,378 4,555,956 6,064,788 164 132 3.1 23.1%
• new(a) Compensation for our 2025 PEO, Mr. Rhodes, reflects the amounts reported in the SCT for each respective year.
• changedAverage compensation for our other NEOs in 2025 2020and2021includes the following individuals: Ms.Morais,Mr. Hutchinson, Timmerman,Mr. Hall, Ms. Richard, Stengel,and Mr. Timmerman. Ms.LaClair.
• changed(a)Compensation for our 2024 PEOs includes the following individuals: PEOs,Mr. Rhodes (PEO 1), Mr. Timmerman (PEO 2), and Mr. J.
• newBrown (PEO 3) (our former Chief Executive Officer).
• changedAverage compensation for our other NEOs in 2024 includes the following individuals: Mr. Hutchinson, Ms. Mehlman, Ms. Richard, Ms. Patterson, Ms. Morais (our former President, Consumer & Commercial Banking), and Mr. Schugel (our former Chief Risk Officer). Schugel.
• newBrown was the sole PEO during fiscal year 2023, 2022, and 2021.
• newAverage compensation for our other NEOs in 2021 includes the following individuals: Ms. Morais, Mr. Timmerman, Mr. Stengel, and Ms. LaClair.
• new120 • 2026 Proxy Statement
• changedFor information regarding the compensation decisions made by the CNGC for 2025, 2024,refer to Compensation Discussion and Analysis earlier in this Proxy Statement.
• newPEO 2025 Other NEOs 2025 Total Compensation as Reported in SCT 12,770,194 4,396,479 Less Stock Award Value Reported in Summary Compensation Table for the Covered Year 7,203,055 1,865,642 Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and that were Outstanding and Unvested as of the End of the Covered Fiscal Year 8,351,929 2,136,533 Change in Fair Value of Outstanding Unvested Awards from Prior Years that were Outstanding as of the End of the Covered Fiscal Year 1,943,223 1,435,493 Change as of the Vesting Date in Fair Value of Awards from Prior Years that Vested in the Covered Fiscal Year 1,002,042 257,772 Plus Dividends Accumulated on Awards in the Covered Year Prior to the Vesting Date that are not Otherwise Included in Total Compensation for the Covered Year 595,145 300,814 Plus Fair Value as of the Vesting Date for Awards Granted and Vested in the Covered Year — 22,176 Compensation Actually Paid 17,459,478 6,683,625
• changed(c) TSR is cumulative for the measurement periods beginning on December 31, 2020, 2019,and ending on December 31 of each of 2020,2021, 2022, 2023, 2024, and 2025 2024respectively, calculated in accordance with Item 201(e) of Regulation S-K.
• changed(e) Reflects GAAP net income as reported in the Company’s Consolidated Statement of Income in its 2020,2021, 2022, 2023, 2024, and 2025 2024Annual Reports on Form 10-K.
• new(f) Ally has updated the calculation of Core ROTCE as of Q4 2025.
• newThis table reflects the updated methodology for all periods.
• changed(f)This is a non-GAAP financial measure.
• changedPerformance Measures Core ROTCE Total Shareholder Value Adjusted Earnings Per Share Total Adjusted Revenue Core Pre-Tax Income Net Interest Margin Consolidated Net Charge-Offs ChargeOffs
• changedAlly Financial Inc. • 121
• changedThe following graphics show PEO and average non-PEO NEO CAP as compared to the Company’s cumulative TSR, peer group cumulative TSR, net income, and Core ROTCE, in each case for periods beginning on January 1, 2021, 2020,and ending on December 31 of each of 2020,2021, 2022, 2023, 2024, and 2025 2024respectively.
• changed(a) Compensation for Mr. Rhodes (PEO 1) reflect the amounts reported in the SCT for 2024 and 2025. 2024.
• changedBrown (our former Chief Executive Officer) (PEO 3) reflect the amounts reported in the SCT for 2023, 2022, 2021,and 2021. 2020.
• newFor the year ended December 31, 2025, results were favorably impacted by lower provision expense and higher net financing revenue.
• newThese improvements were partially offset by higher noninterest expenses and lower noninterest income.
• new122 • 2026 Proxy Statement
• newNet Financing Revenue increased year over year due to lower funding costs given lower underlying benchmarks.
• newYields on floating rate loan portfolios and pay-fixed hedges did decline given the lower rates, but the yield on the fixed rate retail auto portfolio increased given vintage dynamics and strong originated yields.
• newAccretive remixing of the balance sheet also supported higher net financing revenue.
• newGrowth throughout the year was concentrated in higher yielding retail auto and corporate finance loans while lower yielding mortgages and legacy investment securities rolled off the balance sheet.
• newNoninterest income decreased year over year given the loss associated with the repositioning of a portfolio of our available-for-sale (AFS) securities portfolio.
• newThe sale reflected the ongoing evolution of our balance sheet to one that is more neutral to interest rate risk.
• newThis year-over-year headwind was partially offset by continued growth within the Insurance business as we delivered record earned premiums and strong investment gains.
• newContinued momentum within Auto Finance also provided a year-over-year benefit.
• newProvision for credit losses decreased year over year due to the reserve release associated with sale of Ally Credit Card, lower Retail Auto net charge-offs, and an increase in the Retail Auto coverage rate in the prior year which did not repeat.
• newPartially offsetting that favorability was elevated CECL build to support growth within Retail Auto and Corporate Finance.
• newNoninterest expense increased year over year due to the goodwill impairment associated with the sale of Ally Credit Card.
• newAdditionally, Insurance expenses increased given the growth in the business and a 1 in 200-year weather event in the first quarter of 2025.
• newExcluding repositioning items, expenses were largely flat for a second consecutive year reflecting continued expense discipline.
• newIncome tax expense increased given higher pre-tax earnings.
• changedNet financing revenue decreased year over year year-over-yearas higher funding costs reflected higher average benchmark rates.
• changedTotal expenses were weup given continued growth within our Insurance business, businesswhich includes dealer margin which is fully offset within other revenue.
• changedNet financing revenue and other interest income decreased year over year. year-over-year.
• changedAs a result of higher benchmark interest rates, our cost of funds associated with our deposit liabilities increased on a year-over-year yearoveryearbasis.
• changedAlly Financial Inc. • 123
• changedProvision for credit losses increased primarily due to higher net charge-offs, as well as reserve reductions during the prior year, associated with improvements to the macroeconomic macro-economicenvironment following the onset of the COVID-19 pandemic.
• changedFor the year ended December 31, 2021, results were favorably impacted by higher net financing revenue driven by lower interest expense and lower net depreciation expense on operating lease assets, and lower provision for credit losses associated with improved macroeconomic macro-economicconditions.
• changedProvision for credit losses decreased primarily due to reserve increases during the prior year associated with deterioration in the macroeconomic macro-economicenvironment resulting from the COVID-19 pandemic.
• changedAdditionally, the provision decrease was impacted by lower net charge-offs in our consumer automotive portfolio as we continued continueto experience strong credit performance and elevated used vehicle values, partially offset by a reserve increase from portfolio growth in our consumer portfolios.
• new124 • 2026 Proxy Statement
• newAt the 2021 Annual Meeting, shareholders approved our proposal to provide you with this advisory voting opportunity on an annual basis.
• changedPlease read the Compensation Discussion and Analysis along with the information in the compensation tables for additional details about the executive compensation program, including information about the fiscal year 2025 2024compensation of the NEOs.
• changed“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2026 2025Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2025 2024Summary Compensation Table, and the other related tables and disclosures.”
• changedBased on the assessment conducted during 2025 2024and through the 2025–2026 2024–2025compensation cycle, the CNGC believes that the design, implementation, and governance of Ally’s incentive-compensation program are consistent with high standards of risk management (including the Interagency Guidance on Sound Incentive Compensation Policies issued by U.S. banking agencies) and that Ally’s incentive-compensation policies and practices reflect an appropriate mix of compensation elements, balancing short-term and long-term performance objectives, cash- and equity-based compensation, and risks and rewards.
• changedThe CNGC in 2025 2024also reviewed Ally’s compensation policies and practices as generally applicable to all of our employees and believes that these policies and practices do not encourage excessive or unnecessary risk taking and that any level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company.
• changedAlly Financial Inc. • 125
• newRatification ofthe Engagementof the IndependentRegistered PublicAccounting Firm
• changedThe Audit Committee ACis solely and directly responsible for the appointment, compensation, retention, oversight, and replacement of the Company’s independent registered public accounting firm.
• changedAfter assessing the performance, qualifications, independence, objectivity, and professional skepticism of Deloitte & Touche LLP (Deloitte)—the LLP—theCompany’s current independent registered public accounting firm—the Audit Committee ACand the Board believe that the continued retention of Deloitte &Toucheas our independent auditor is in the best interests of the Company and its shareholders.
• changedThe Board recommends that asksour shareholders toratify the Audit Committee’s AC’sengagement of Deloitte &Toucheas the Company’s independent auditor for fiscal year 2026. 2025.
• changedThe Audit Committee retains AC,however,willretainits sole authority over the appointment, compensation, retention, oversight, and replacement of the Company’s independent auditor.
• newIf the engagement of Deloitte is not ratified by shareholders, the Audit Committee may still decide to retain the auditor, and even if the engagement is ratified, the Audit Committee may decide to engage a new independent auditor.
• changedRepresentatives of Deloitte &Toucheare expected to be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so.
• changedThe Board recommends that shareholders vote FOR the ratification of the Audit Committee’s engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026. 2025.
• new126 • 2026 Proxy Statement
• changedTotal fees for professional services provided by our principal independent registered public accounting firm, Deloitte, Deloitte&ToucheLLP,for the fiscal years ended December 31, 2025 and 2024 and2023are as follows:
• changed($ in millions) 2025 2024 2023Audit fees(a) $8 $8 $8$8Audit-related fees(b) 3 3 Audit and audit-related fees 11 11 Tax fees(c) 1 1 All other fees(d) Other(d)0 0 Total fees $12 $12 $12$12
• changed(b) Audit-related fees include fees for assurance and related services that are traditionally performed by the principal accountant, including attestation attestservices related to servicing and compliance, comfort letters for securities issuances, agreed-upon procedures relating to securitizations and financial-asset sales.
• new(d) All other fees includes fees related to non-audit services related to internal control over financial reporting in 2025; however the amount rounds down for presentation purposes.
• changedOur Enterprise Independent Auditor Services and Preapproval Policy is approved by the Audit Committee ACand sets forth the processes that must be followed when engaging the independent registered public accounting firm.
• changedFor both audit services and non-audit services, the Audit Committee ACwill consider whether the firm’s provision of the services is consistent with the SEC’s rules on auditor independence and would not impair the independence of the firm with respect to us.
• changedThe Audit Committee ACwill also consider any other matters it deems relevant, including, includingas appropriate, appropriatewhether the firm is best positioned to provide the most effective and efficient service given its familiarity with our business and operations.
• changedConsistent with the Enterprise Independent Auditor Services and Preapproval Policy, the independent registered public accounting firm annually presents to the Audit Committee AC(1) an engagement letter that sets forth the annual integrated audit services (including quarterly reviews) and fees and (2) a summary of services that sets forth statutory audits, projected non-audit reports, and other projected services that may be requested during the fiscal year together with corresponding fees.
• changedThe Audit Committee ACwill review and, in its discretion, preapprove these services and fees by appointing the firm and approving the engagement letter and the summary of services.
• newAny proposed engagement of the firm for an audit or non-audit service that was not preapproved and that does not exceed a specified amount of fees may be preapproved by the Chair of the Audit Committee, so long as the Chair informs the Audit Committee at its next meeting, or such service must be approved by the full Audit Committee.
• changedAll audit and non-audit services performed by Deloitte &Touchein 2025 2024were approved in accordance with the Independent Auditor Services and Preapproval Policy.
• newAlly Financial Inc. • 127
• changedDeloitte, Deloitte&ToucheLLP,our independent registered public accounting firm, is responsible for planning and conducting an independent audit of the Company’s consolidated financial statements in accordance with the standards of the U.S. Public Company Accounting Oversight Board (PCAOB) and for expressing an opinion as to the conformity of these financial statements with GAAP and as to the effectiveness of our internal controls over financial reporting.
• changedThe Company’s Internal Audit function, under the direction of the Chief Audit Executive, is independent of the Company’s business units, functionally reports to the Audit Committee, AC,and is responsible for preparing an annual audit plan and conducting internal audits to test and evaluate the Company’s risk management, governance, and internal controls.
• changedThe Audit Committee ACis responsible for monitoring and overseeing these activities on behalf of the Board.
• changedThe Audit Committee, AC,in connection with its monitoring and oversight responsibilities, assesses the activities and performance of the Company’s independent auditor, which reports directly to the Audit Committee. AC.
• changedAnnually, the Audit Committee ACconsiders the results of an evaluation of the performance, qualifications, independence, objectivity, and professional skepticism of the independent auditor in determining whether to retain the firm for the next fiscal year.

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