Hope Mehlman
Chief Legal and Corporate Affairs Officer at ALLY
Executive
About Hope Mehlman
Ally’s Chief Legal and Corporate Affairs Officer (CLO/CAO) since December 2, 2024, overseeing Legal, Compliance, Government Relations, Environmental Sustainability, and Community Reinvestment . Recognized governance leader: Society for Corporate Governance board member, Corporate Governance Hall of Fame inductee, and Women, Influence & Power in Law “2024 General Counsel of the Year” . 2024 company context: Adjusted EPS $2.35 and Core ROTCE 8.5% as Ally refocused on core businesses; incentive pool funded below target given heavier weighting on financials, with risk/consumer/culture pillars above target . Mehlman’s 2024 incentive was prorated (one month) and paid at target for successful onboarding into a highly visible risk-anchored role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ally Financial Inc. | Chief Legal & Corporate Affairs Officer | 2024–present | Took ownership of legal, regulatory, and public policy portfolio; advanced AML program expansion and executive protection practices . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Society for Corporate Governance | Board Member | Not disclosed | Corporate governance leadership recognition (Hall of Fame) and 2024 GC of the Year award . |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | No change in 2025. |
| Cash Sign-on/Make-Whole ($) | 3,550,000 (12-month repayment if resignation/for-cause) | — | Offsets forfeited prior employer comp (incl. 2025 equity, 2024 cash incentive, forthcoming CIC payment) . |
Performance Compensation
- Program design (NEOs other than CEO): total incentive allocated 40% annual cash / 60% long-term equity (RSUs/PSUs) .
- Scorecard: five pillars; 2024 pool below target due to financial metrics at low end of target ranges; risk/consumer/culture above target; business indicators at target .
- PSU metrics: 100% Core ROTCE (ex-OCI) with Relative TSR as a modifier (3-year performance) . 2022 PSU payout certified at 32% of target (company-wide) .
| Item | Metric/Terms | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| 2024 Annual Incentive (Prorated) | Scorecard (company and individual) | $0.2M (prorated) | $0.2M paid (100% of target for 1 month on board) | 40% cash / 60% equity mix applies programmatically . |
| 2024 RSU Grant (Make-Whole) | Time-based RSUs | — | Grant-date FV $3,111,745; 88,907 RSUs | Vests in 3 equal annual installments on the 1st, 2nd, 3rd anniversaries of 12/15/2024 . |
| 2025 PSU Eligibility | Core ROTCE (ex-OCI) 100%; TSR modifier | Not disclosed | Beneficial tally shows 1,732 PSUs for Mehlman (PSUs settle in cash) | 3-year performance period; cash-settled . |
Equity Ownership & Alignment
| Snapshot Date | Common Shares | Stock‑Settled Units | RSUs (unvested) | PSUs | Notes |
|---|---|---|---|---|---|
| 12/31/2024 (Outstanding Awards) | — | — | 88,907 | — | 2024 RSUs vest over 3 years . |
| 3/13/2025 (Beneficial Ownership) | 0 | 0 | 90,639 | 1,732 (cash-settled PSUs) | Each individual officer owns <1% of outstanding; PSUs settle in cash . |
Additional alignment and risk controls:
- Stock ownership guidelines apply; 100% of shares owned and 50% of unvested RSUs count toward compliance; new executives must retain 50% of net shares until compliant .
- Anti‑hedging and anti‑pledging: Executives and directors prohibited from hedging, shorting, pledging (incl. margin) Ally securities; 10b5‑1 limit order restrictions; broad personal trading limits .
- Clawbacks: Restatement recovery (NYSE 303A.14), plus recoupment triggers for conduct/risk events, consumer harm, policy violations, and “loss trigger” reviews for MRTs .
Employment Terms
| Topic | Terms | Source |
|---|---|---|
| Employment Status | At-will; no individual executive employment agreement | |
| Severance (non‑CIC) | CEO: 2x base salary; Other NEOs: 1x base salary; outplacement benefits per plan | |
| Severance (within 24 months post‑CIC) | 2x (base salary + designated annual cash-incentive opportunity) + prorated designated annual cash incentive + 24 months medical (COBRA rate) | |
| RSUs on Termination | Death/Disability/Retirement: full vest. Without cause or qualifying termination: full vest, paid on original schedule. Double trigger on CIC if awards continued; single trigger if not continued | |
| PSUs on Termination | Death/Disability: full vest (target or actual). Retirement/without cause/qualifying termination: full vest subject to goal achievement; above‑target proration by served days; CIC conversions and timing as specified | |
| Start Date | December 2, 2024 | |
| 2024 New-Hire Awards | $3.55M cash (12‑month repayment if resignation/for‑cause) + $3.35M RSUs vesting over 3 years |
Multi-Year Compensation Summary (disclosed year)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 25,000 | 90,164 | 3,111,745 | 3,550,507 | 6,777,416 |
2024/2025 Incentive Targets
| Item | 2024 Target Incentive ($) | 2024 Actual ($) | % of Target | 2025 Target Incentive ($) |
|---|---|---|---|---|
| Total Incentive (Cash + LTI) | 200,000 (prorated) | 200,000 | 100% | 2,800,000 |
Compensation Structure Analysis
- Make‑whole, not retention: 2024 awards for Mehlman were make‑whole (cash plus RSUs), consistent with committee commitment to avoid one‑off retention awards absent limited circumstances; none granted in 2024 beyond new‑hire make‑wholes .
- Risk‑balanced plan: PSU metric is capital‑efficient Core ROTCE (ex‑OCI) with TSR modifier; below‑target enterprise funding due to financials demonstrates accountability, while risk/consumer/culture pillars still rewarded .
- Equity mix and vesting: Time-based RSUs vest over three years; PSUs (cash‑settled for NEOs) reduce share overhang and potential insider selling pressure at vest .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay received 91% support; directors averaged 97% .
- Program disclosure enhancements and metric selection (adding auto application volume; removing AOCI) in response to investor input; no broad retention grants in 2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strong clawbacks and MRT “loss trigger” reviews in place .
- No option repricing and no stock options outstanding for NEOs (limits leverage risk) .
- No personal tax gross‑ups disclosed in Mehlman’s arrangements; severance follows plan terms with double‑trigger equity in CIC -.
Investment Implications
- Alignment: Mehlman’s package is predominantly at‑risk and equity‑linked (RSUs plus cash‑settled PSUs), tied to capital‑efficient Core ROTCE and relative TSR, aligning legal/regulatory leadership with shareholder outcomes .
- Overhang/selling pressure: Her largest grant is time‑vesting RSUs over three years; PSUs are cash‑settled, and anti‑hedging/pledging rules apply—mitigating forced share sales. Beneficial common stock was zero as of 3/13/25, with significant unvested RSUs counted toward ownership guidelines and retention .
- Retention/CIC economics: At‑will employment with plan‑based severance; in a CIC, double‑trigger cash and equity treatment (2x base+designated cash incentive, prorated incentive, 24 months COBRA) should stabilize leadership through strategic change while avoiding single‑trigger windfalls -.
- Execution risk: As a new CLO/CAO, early contributions in AML and executive protection signal active risk management support; governance credentials suggest low compliance/execution risk in a period where Ally’s scorecard prioritizes safety and soundness .