Brian Sharples
Director at ALLY
Board
About Brian H. Sharples
Independent director at Ally Financial since 2018; age 64. Former co‑founder, Chairman, and CEO of HomeAway; current Board Chair at GoDaddy. Education: BA in math and economics (Colby College) and MBA (Stanford GSB). Ally committees: Risk Committee member and Technology Committee Chair, bringing deep technology, cybersecurity, and consumer internet expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HomeAway, Inc. | Co‑founder, Chairman & CEO; then Chairman | CEO: Apr 2004–Sep 2016; Chairman through Jan 2017 | Led global online marketplace strategy and exits; technology brand strategy and consumer focus |
| IntelliQuest Information Group, Inc. | President & CEO | Not disclosed (prior to HomeAway) | Marketing data/research for tech companies; digital analytics exposure |
| Bain & Company | Consultant | Early career | Strategy and operations grounding |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GoDaddy, Inc. (S&P 500) | Board Chair | Current | Oversees enabling tech for >20M small businesses; governance and tech/cyber oversight emphasis |
| Prior public boards | Director | Prior | Yelp, Avalara, HomeAway, RetailMeNot, Kayak |
Board Governance
- Independence: Board affirmed Mr. Sharples is independent under NYSE and SEC rules; no relationships requiring Item 404(a) disclosure; no familial relationships .
- Committee assignments: Risk Committee member (6 meetings in 2024) and Technology Committee Chair (5 meetings in 2024) .
- Attendance and engagement: All directors attended the May 7, 2024 annual meeting; no director attended less than 75% of Board/committee meetings in 2024; Board met 9 times .
- Board outside commitments: Ally limits non‑officer directors to 3 outside public boards and AC members to 2 audit committees; Board evaluates commitments in annual self‑assessment—Sharples meets these limits (not an AC member) .
Fixed Compensation
| Component | 2024 Program | Brian Sharples (2024) |
|---|---|---|
| Annual cash retainer | $90,000 (paid quarterly) | $171,346 cash fees (includes committee chair/member retainers; Tech Chair service began Mar 4, 2024; prorated) |
| Committee chair retainer | Technology Committee: $50,000; AC/RC: $60,000; CNGC: $50,000 (paid quarterly) | Included in cash above |
| Committee member retainer | $20,000 (paid quarterly) | Included in cash above |
| Annual equity retainer | $145,000 in Director Deferred Stock Units (DSUs); vests immediately, settles on departure (prorated if joining mid‑cycle) | $139,003 stock awards (DSUs) |
| Total (cash + equity) | N/A | $310,349 total |
Directors may defer 0–100% of cash retainers into DSUs or a cash account credited with interest pegged to Ally online savings rates .
Performance Compensation
Directors do not receive performance‑conditioned equity. Annual equity is in DSUs that vest immediately and settle upon departure; dividends equivalent amounts are accumulated and paid at or after settlement per policy. No options or PSUs are granted to directors .
| Equity Award Detail | Brian Sharples (Dec 31, 2024) |
|---|---|
| Annual Equity Grant (# DSUs) | 3,528 |
| Prior Year DSU Total (#) | 33,315 |
| Total DSUs (#) | 36,843 |
| Vesting | DSUs vest immediately; settle in shares upon director’s departure |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| GoDaddy, Inc. | Board Chair | Not disclosed | No Ally Item 404 related‑party transactions; Board independence affirmed |
| Yelp; Avalara; RetailMeNot; Kayak; HomeAway | Prior director | Not disclosed | Historical roles; no Ally interlocks requiring disclosure in 2024; no compensation committee interlocks reported |
Expertise & Qualifications
- Technology and digital innovation; cybersecurity; consumer internet and e‑commerce; brand strategy .
- Senior executive leadership and public company governance .
- Education: BA Colby College; MBA Stanford GSB .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares owned | 0 |
| Stock‑settled units (beneficially owned) | 36,843 |
| Total beneficial ownership | 36,843 |
| Shares outstanding (Mar 13, 2025) | 307,135,226 |
| Ownership as % of shares outstanding | ~0.012% (36,843 ÷ 307,135,226) |
| Anti‑hedging/anti‑pledging | Directors subject to personal trading restrictions; refer to anti‑hedging/anti‑pledging policies |
| DSU mechanics | DSUs vest immediately; settle in shares upon departure; dividend equivalents paid at/after settlement |
Governance Assessment
- Strengths:
- Independent director with deep technology and cybersecurity oversight; chairs Technology Committee overseeing AI, IT risk appetite, cybersecurity and crisis management reviews; joint sessions with Risk Committee; structured reporting via CRO dashboard—enhances risk oversight and investor confidence .
- Clear independence determination; no related‑party transactions requiring disclosure since Jan 1, 2024 .
- Strong engagement and attendance; Board and committees met regularly, and directors met attendance thresholds; Board conducts annual third‑party facilitated self‑assessments .
- Director compensation balanced cash/equity with modest chair fees; DSUs align interests with long‑term shareholders via settlement on departure .
- Potential watch‑items:
- Time‑commitment risk from concurrent GoDaddy Board Chair role, mitigated by Ally outside commitments limits and Sharples not serving on the AC; Board annually evaluates commitments .
- No performance‑based director equity; alignment relies on DSUs and ownership rather than explicit performance metrics—consistent with market practice but less “pay‑for‑performance” leverage for directors .
- Red flags: None disclosed for 2024–2025 regarding related‑party transactions, hedging/pledging exceptions, attendance shortfalls, or committee interlocks; say‑on‑pay support at 91% indicates constructive shareholder posture on compensation governance .