Kim Fennebresque
Director at ALLY
Board
About Kim S. Fennebresque
Independent director at Ally since 2009 (age 75), currently Chair of the Compensation, Nominating & Governance Committee (CNGC) and a member of the Technology Committee; education includes Trinity College (undergraduate) and Vanderbilt Law School . The Board has affirmatively determined he is independent under NYSE and SEC rules, with no Item 404 related-person transactions requiring disclosure . In 2024, all directors attended the annual meeting and each nominee attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cowen Group, Inc. | Chairman, President & CEO | 1999–2008 | Led multinational investment bank, extensive finance/M&A leadership |
| UBS | Head of Corporate Finance and M&A | Not disclosed | Senior leadership in corporate finance and M&A |
| Lazard Frères & Co. | General Partner & Co-Head of Investment Banking | Not disclosed | Investment banking leadership |
| The First Boston Corporation | Various positions | Not disclosed | Investment banking experience |
| Ribbon Communications Inc. | Director (prior) | Not disclosed | Board service (prior) |
| Delta Tucker Holdings, Inc. | Director (prior) | Not disclosed | Board service (prior) |
| Rotor Acquisition Corp. | Director (prior) | Not disclosed | Board service (prior) |
| TEAK Fellowship; Fountain House; Common Good | Board (prior) | Not disclosed | Non-profit board service (prior) |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Albertsons Companies, Inc. | Director | Not disclosed | Not disclosed |
| BAWAG P.S.K. | Director | Not disclosed | Not disclosed |
| BlueLinx Holdings Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Committee Assignments: Chair, CNGC; Member, Technology Committee .
- Independence: Board determined he is independent; CNGC members met SEC/NYSE independence requirements and had no Item 404 relationships .
- Attendance: Board met 9 times in 2024; each nominee attended ≥75% of Board and applicable committees; all directors attended May 7, 2024 annual meeting .
- Board Leadership: Franklin W. Hobbs serves as independent Chair; executive sessions held regularly .
- Committee Meeting Counts (2024): Audit 9; Risk 6; Technology 5; CNGC 7 .
| Committee | 2024 Meetings |
|---|---|
| Audit | 9 |
| Risk | 6 |
| Technology | 5 |
| Compensation, Nominating & Governance (CNGC) | 7 |
Fixed Compensation
- Director Compensation Program (2024): Annual cash retainer $90,000; annual equity retainer $145,000 (DSUs vest immediately and settle upon departure); Board Chair retainer cash $60,000, equity $90,000; Committee Chair cash retainer: AC $60,000, RC $60,000, CNGC $50,000, Technology $50,000; Committee member cash retainer $20,000; directors may defer 0–100% of cash in 25% increments into DSUs or an interest-bearing cash account .
| Component | Amount |
|---|---|
| Annual Cash Retainer | $90,000 |
| Annual Equity Retainer (DSUs) | $145,000 |
| Committee Chair Cash Retainer (CNGC) | $50,000 |
| Committee Member Cash Retainer | $20,000 |
- 2024 Director Compensation (Individual): Fees earned in cash $180,000; Stock awards $139,003; Total $319,003 .
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Kim S. Fennebresque | 180,000 | 139,003 | 319,003 |
Performance Compensation
- Directors do not receive performance-based awards; however, as CNGC Chair, Fennebresque oversees NEO PSU metrics. For 2025 PSU awards (performance period 1/1/2025–12/31/2027), Core ROTCE (excluding AOCI) is the 100% weighted metric, with a Relative TSR modifier; the CNGC may exclude designated items to reflect underlying operations .
| PSU Metric (for NEOs) | Weight | Rationale |
|---|---|---|
| Core ROTCE (ex-AOCI) | 100% | Aligns capital allocation/returns with operational performance; excludes non-recurring/unique items |
| Relative TSR | Modifier | Aligns management outcomes with shareholder returns vs compensation peers |
- Shareholder Engagement: As CNGC Chair, Fennebresque participated in select investor engagements; the program is reviewed annually and incorporates feedback into compensation design .
Other Directorships & Interlocks
- Compensation Committee Interlocks: In 2024, no CNGC member (including Fennebresque) was an officer/employee; no executive officer of Ally served on boards/compensation committees of entities for which Ally directors served as executive officers; no Item 404 relationships .
- Outside Board Commitments Policy: Non-officer/employee directors limited to 3 public boards and AC members to 2 audit committees; nominees meet limits .
Expertise & Qualifications
- Extensive leadership in financial services, banking, and M&A; industry, finance, and risk-management expertise applicable to oversight of strategy, compensation, and governance .
Equity Ownership
- Beneficial Ownership at March 13, 2025: 0 common shares; 0 preferred; 64,771 stock-settled units; total beneficial ownership 64,771; each individual owns <1% of outstanding shares per disclosure .
| Metric (as of 3/13/2025) | Amount |
|---|---|
| Shares of Common Stock Beneficially Owned | — |
| Shares of Preferred Stock Beneficially Owned | — |
| Stock-Settled Units | 64,771 |
| Total Beneficial Ownership | 64,771 |
| Ownership as % of Outstanding Shares | <1% (per proxy disclosure) |
- DSU Balances (12/31/2024): Annual equity grant 3,528; prior year DSUs 61,243; total DSUs 64,771 .
- Anti-Hedging/Anti-Pledging: Directors are prohibited from hedging, short sales, derivative speculation, pledging Ally securities, and certain limit orders; policy filed as 10-K exhibit .
| DSU Detail (12/31/2024) | Shares |
|---|---|
| Annual Equity Grant (DSUs) | 3,528 |
| Prior Year DSU Total | 61,243 |
| Total DSUs | 64,771 |
Say-on-Pay & Shareholder Feedback
- 2025 Advisory Vote on Executive Compensation: For 161,820,133; Against 95,339,975; Abstain 210,612; Broker non-votes 13,417,820 .
- 2024 Advisory Vote on Executive Compensation: For 233,755,681; Against 22,347,879; Abstain 275,060; Broker non-votes 16,321,903 .
- CNGC Engagement: Program reviewed annually; continued enhanced CD&A disclosures; Fennebresque participated in select engagements .
| Metric | 2024 | 2025 |
|---|---|---|
| Say-on-Pay For | 233,755,681 | 161,820,133 |
| Say-on-Pay Against | 22,347,879 | 95,339,975 |
| Abstain | 275,060 | 210,612 |
| Broker Non-Votes | 16,321,903 | 13,417,820 |
Related-Party Transactions and Conflicts
- Independence Review: Board found no transactions or relationships requiring Item 404(a) disclosure for Fennebresque; no conflicts interfering with independent judgment .
- CNGC members had no Item 404 relationships; policy requires CNGC to review related-person transactions .
Governance Assessment
- Strengths: Long tenure with deep financial/M&A experience; independent CNGC Chair overseeing comp, governance, succession, and related-party reviews; strong attendance; robust anti-hedging/pledging policy; active investor engagement .
- Alignment: Director pay balanced between cash and DSUs; meaningful DSU holdings align with shareholder outcomes upon departure .
- Signals to Monitor: Decline in say-on-pay support in 2025 vs 2024 indicates heightened investor scrutiny of compensation decisions overseen by CNGC; continued engagement and disclosure enhancements cited by CNGC are responsive .
- Outside Boards: Service on three public-company boards appears within Ally’s outside commitment limits; Board annually reviews structure and membership for effectiveness .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or low attendance; 2025 say-on-pay support declined versus 2024, warranting continued monitoring of CNGC responsiveness and pay-for-performance alignment .