David Reilly
Director at ALLY
Board
About David Reilly
David Reilly (age 61) is an independent director of Ally Financial Inc. since 2022, serving on the Audit Committee and Technology Committee; the Board has affirmatively determined he is independent under NYSE and SEC standards with no Item 404(a) related-party transactions impacting independence . He is Chief Development Officer at World Wide Technology and previously served ~10 years at Bank of America as CIO, Global Banking & Markets, following 28 years in technology and network security roles at Morgan Stanley, Credit Suisse First Boston, Goldman Sachs, Merrill Lynch, and HSBC; he began his career after completing A-Level schooling in the United Kingdom . In 2024, the Board met 9 times; no director attended less than 75% of Board and committee meetings, and all directors attended the May 7, 2024 annual meeting, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America | Chief Information Officer, Global Banking & Markets | ~10 years | Led technology for GBAM; deep cybersecurity and infrastructure oversight |
| Morgan Stanley; Credit Suisse First Boston; Goldman Sachs; Merrill Lynch; HSBC | Various technology and network security roles | ~28 years prior to BoA | Enterprise technology, controls, systems, and security expertise across major financial institutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Wide Technology (private) | Chief Development Officer | Current | Technology growth and development leadership |
| Data Dynamics, Inc. (private) | Director | Current | Data management/governance oversight |
| NPower (non-profit) | Board Member | Current | Workforce development in technology |
| Other public company boards | None | — | No current public-company directorships |
Board Governance
- Committee assignments: Audit Committee (member), Technology Committee (member). AC meetings in 2024: 9; TC meetings: 5; Board meetings: 9; RC: 6; CNGC: 7 .
- Independence: Board determined Reilly independent; evaluation found no relationships requiring disclosure under Item 404(a) and no interference with independent judgment .
- Attendance: No director attended less than 75% of applicable Board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership and executive sessions: Independent Board Chair; Board and committee executive sessions held regularly .
- Risk oversight: Technology Committee oversees AI, cybersecurity, information security and data risks, with joint sessions with the Risk Committee; AC oversees financial reporting, internal controls, and audit .
Fixed Compensation
Program structure (Non-Employee Directors):
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly; directors may defer 0–100% in DSUs or cash account |
| Annual Equity Retainer (Director DSUs) | $145,000 | DSUs vest immediately and settle in shares upon departure from Board |
| Committee Member Retainer | $20,000 | Per committee; paid quarterly |
| Committee Chair Retainer (cash) | AC/R C: $60,000; CNGC/TC: $50,000 | Paid quarterly |
| Board Chair Retainer | Cash $60,000; Equity $90,000 | Paid quarterly / DSUs |
David Reilly – 2024 actual director pay:
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David Reilly | $130,000 | $139,003 | $269,003 |
Details:
- Cash retainer math: $90,000 base + $20,000 Audit Committee + $20,000 Technology Committee = $130,000 .
- Deferral: Reilly elected to defer 100% of his cash retainer into Director DSUs .
Performance Compensation
| Element | Presence | Notes |
|---|---|---|
| Performance-based incentives | None for non-employee directors | Director compensation consists of cash retainers and DSUs; no performance-linked components |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public-company boards | None |
| Compensation Committee interlocks | CNGC members disclosed no interlocks or insider participation; Reilly is not on CNGC |
| Shared directorships with competitors/suppliers/customers | Not disclosed; Board independence review found no Item 404(a) transactions impacting independence |
Expertise & Qualifications
- Extensive technology and cybersecurity expertise; deep experience with controls, processes, systems, network security, software development, and protection of customer information from roles at large financial institutions and current tech leadership positions .
- Skills matrix highlights risk management, finance/accounting, technology/digital innovation, and cybersecurity across the Board, supporting oversight of Ally’s all-digital bank and technology infrastructure .
- Committee service aligns with expertise: Audit (financial reporting/internal controls) and Technology (AI/cyber/data risk oversight) .
Equity Ownership
Beneficial ownership as of March 13, 2025:
| Holder | Common Shares | Stock-Settled Units (incl. vesting within 60 days) | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| David Reilly | 0 | 24,060 | 24,060 | <1% |
Director DSU balances as of December 31, 2024:
| Name | Annual Equity Grant (#) | NED Deferred Stock (#) | Prior Year DSU Total | Total DSUs (#) |
|---|---|---|---|---|
| David Reilly | 3,528 | 3,438 | 17,094 | 24,060 |
Policies affecting alignment:
- Directors (and specified associated persons) are subject to personal-trading restrictions, including anti-hedging and anti-pledging policies to align interests with shareholders; details in Compensation Policies and Governance Practices—Anti-Hedging and Anti-Pledging Policies .
- Director DSUs vest immediately but settle upon departure, reinforcing long-term orientation .
Governance Assessment
- Board effectiveness: Reilly’s dual committee roles (Audit and Technology) directly support oversight of financial reporting/internal controls and rapidly evolving AI/cyber/data risks—an important alignment for Ally’s all-digital bank strategy .
- Independence and conflicts: Board affirmed Reilly’s independence; independence review found no relationships requiring Item 404(a) disclosure; company reports no related-person transactions requiring disclosure since Jan 1, 2024 under its formal policy .
- Attendance and engagement: All directors attended the 2024 annual meeting; no director fell below 75% attendance on Board/committee meetings, indicating strong engagement .
- Compensation alignment: Reilly deferred 100% of cash fees into DSUs; director pay consists of cash retainers and DSUs (no performance-linked awards), with DSU settlement on departure to reinforce long-term alignment .
- Shareholder confidence signals: Ally’s 2024 say-on-pay received 91% support and directors averaged 97% support, reflecting positive investor sentiment toward governance and compensation frameworks .
RED FLAGS / Watch items
- No common shares held (ownership entirely in DSUs) may be viewed by some investors as lower immediate “skin-in-the-game,” though DSUs are stock-settled and align with long-term shareholder value .
- External role at World Wide Technology: no disclosed related-party transactions; continue monitoring for vendor/customer relationships that could trigger Item 404(a) review under Ally’s Related-Person Transaction Policy .
Net view: Strong independence and committee alignment in high-salience risk and technology areas, robust attendance, and long-term equity deferral support governance quality, with minimal conflict risk disclosed to date .