Marjorie Magner

About Marjorie Magner

Independent director at Ally Financial since 2010; age 75. Former Chairman and CEO of Citigroup’s Global Consumer Group and founding partner of private equity firm Brysam Global Partners (2007–2019). Education: B.A. in Psychology, Brooklyn College; M.S., Krannert School of Management (Purdue). Independent under NYSE and SEC rules; the Board found no related-person transactions requiring disclosure and no independence-impairing relationships .

Past Roles

Organization	Role	Tenure	Committees/Impact
Brysam Global Partners	Founding Member and Partner	2007–2019	Financial services investing expertise; strategic transactions in consumer finance
Citigroup – Global Consumer Group	Chairman & CEO	Not specified (prior to 2007)	Led global retail banking, credit cards, consumer finance operations

External Roles

Organization	Role	Tenure	Notes
Brooklyn College Foundation	Member	Not specified	Education/non-profit engagement
Krannert School of Management (Purdue)	Dean’s Advisory Council Member	Not specified	Business school advisory role
Current public company boards	None	—	Ally proxy lists no other current public directorships for Magner

Board Governance

Attribute	Detail
Independence	Independent director under NYSE/SEC standards; Board concluded no relationship impairs independent judgment .
Years on Board	Director since 2010 .
2024 Attendance	All directors attended the May 7, 2024 annual meeting; no director attended less than 75% of Board/committee meetings on which they served .
Committees (2024)	Compensation, Nominating & Governance (member; 7 meetings in 2024) and Risk Committee (member; 6 meetings in 2024) .
Board leadership	Independent, non-executive Chair (Franklin W. Hobbs); Board and committees hold regular executive sessions .
Outside board limits policy	Non-officer directors limited to three other public boards; AC members limited to two audit committees; all nominees meet these limits .
Say-on-Pay and director support (signal)	2024 say‑on‑pay received 91% support; directors averaged 97% support .

Fixed Compensation (Director Pay)

Component	2024 Program Amount	Magner 2024 Actual	Notes
Annual cash retainer	$90,000	Included in $130,000 cash total	Base cash for all non-employee directors .
Committee membership fees	$20,000 per committee	Included in $130,000 cash total	Magner served on two committees (CNGC and Risk) .
Committee chair fees	AC $60,000; RC $60,000; CNGC $50,000; TC $50,000	N/A	Magner not a chair .
Board chair retainer	Cash $60,000; Equity $90,000 (for Chair)	N/A	Applies to Board Chair only .
Total cash paid (2024)	—	$130,000	Sum of base + committee fees (no meeting fees) .

Additional features: Directors may defer 0–100% of cash retainers into DSUs or a cash account (credited at Ally Bank savings rate). Equity retainers are granted as Director DSUs that vest immediately and settle in shares upon Board departure .

Performance Compensation (Director Equity)

Equity Element	2024 Program Design	Magner 2024 Actual	Vesting/Settlement
Annual equity retainer	$145,000 in Director DSUs	$139,003 grant-date fair value	Director DSUs vest immediately and settle in shares upon departure from Board .
Annual equity units (#)	Determined by grant-date FMV	3,528 DSUs granted in 2024	Settles upon Board departure .

No performance-conditioned equity for directors is disclosed; director equity is delivered as DSUs rather than PSUs/options .

Other Directorships & Interlocks

Current public boards: None for Magner (reduces interlock/conflict risk) .
Compensation committee interlocks: None among 2024 CNGC members (Magner served on CNGC) .

Expertise & Qualifications

Extensive leadership and global operating experience in retail banking and consumer finance; executed strategic transactions in consumer finance (supports CNGC and Risk Committee roles) .
Board skills matrix indicates all nominees have risk management experience; majority possess financial services and finance/accounting experience (Magner included among nominees) .

Equity Ownership

Holder	Common Shares	Stock-Settled Units (vested/vesting ≤60 days)	Total Beneficial Ownership	DSU Balance Detail
Marjorie Magner	4,700	64,771	69,471	2024 DSUs granted: 3,528; Prior-year DSUs: 61,243; Total DSUs at 12/31/2024: 64,771

Policy alignment:

Anti-hedging and anti-pledging policies apply to directors and specified associated persons (alignment with shareholders) .
Director ownership is primarily in DSUs that settle in stock upon departure (long-term alignment) .

Governance Assessment

Strengths:
- Independent director with deep consumer finance leadership (Citigroup) and financial services investing background (Brysam) aligned to Ally’s core businesses .
- Serves on Risk Committee and CNGC—two oversight-intensive committees—supporting risk governance and pay/governance alignment; both committees met regularly in 2024 (RC: 6; CNGC: 7) .
- Attendance/engagement signals: all directors attended 2024 annual meeting; no director fell below 75% meeting attendance .
- Compensation structure for directors is balanced (cash + DSUs), with immediate vesting DSUs settling at departure and optional cash deferral, supporting long-term equity alignment .
- No CNGC interlocks; Board found no Item 404(a) related-person transactions; independence affirmed (low conflict risk) .
- Investor confidence indicators: 2024 say‑on‑pay 91%; directors averaged 97% support (board-level endorsement) .
Watch items / potential red flags:
- None disclosed specific to Magner (no related-party transactions; no external public company roles that could create interlocks) .
- As a CNGC member, continued scrutiny on executive pay alignment remains appropriate; however, shareholder support was strong in 2024 and CNGC disclosed responsiveness to investor feedback .
Implications for investors:
- Magner’s consumer banking and risk oversight background is additive to Ally’s core focus; combined CNGC and Risk roles position her to influence CEO succession, compensation design, and risk appetite oversight in a period of strategic refocusing (auto finance, insurance, corporate finance) .