Mayree Clark

About Mayree C. Clark

Mayree C. Clark is an independent director of Ally Financial Inc., serving since 2009 and aged 68 as of the 2025 proxy, with extensive senior leadership experience in global financial services, risk management, and governance . She earned an MBA from Stanford Graduate School of Business and a bachelor’s degree from the University of Southern California; her 24-year Morgan Stanley tenure included roles as Global Research Director, Director of Global Private Wealth Management, deputy to the Chairman/CEO, and non-executive Chairman of MSCI . The Board has affirmatively determined Ms. Clark is independent under NYSE and SEC standards, with no related-person transactions requiring disclosure and no familial relationships among directors .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Compensation, Nominating, and Governance Committee (CNGC) member .
• Audit Committee financial expert: The Board determined Ms. Clark is an audit committee financial expert under SEC rules .
• Independence: Affirmed independent under NYSE and SEC standards; no Item 404 related-person transactions or relationships affecting independence disclosed .
• Attendance and engagement: All directors attended the May 7, 2024 annual meeting; each nominee who is currently a director attended at least 75% of Board and applicable committee meetings in 2024 .
• Board/committee activity levels in 2024: Audit (9 meetings), Risk (6), Technology (5), CNGC (7), supporting active oversight cadence .
• Outside board limits: Non-officer directors limited to three public-company boards; audit committee members limited to two AC memberships—Board states all nominees meet limits .
• Shareholder support signal: 2024 say-on-pay received 91% support; director nominees averaged 97% support—indicative of governance confidence .

Fixed Compensation

• Director compensation program baseline: $90,000 annual cash retainer; $145,000 annual equity retainer; $20,000 per committee membership; chair premiums: AC/RC $60,000, CNGC/TC $50,000; Board Chair additional $60,000 cash and $90,000 equity .
• Deferral options: Non-employee directors may defer 0–100% of cash retainers in 25% increments into DSUs or interest-bearing cash accounts; DSUs vest immediately and settle in stock upon departure .

Performance Compensation

• Not applicable to directors: Ally’s director equity is in the form of Director DSUs (time-based, immediate vesting) with no performance-conditioned metrics; performance scorecards and PSUs apply to executive officers, not non-employee directors .

Other Directorships & Interlocks

• Current public board: Deutsche Bank AG Supervisory Board (Risk Chair; Nomination and Strategy member) .
• Compensation committee interlocks: None—no member of the CNGC (including Ms. Clark) was an officer/employee or had relationships requiring Item 404 disclosure; no executive officer served on boards/compensation committees of other entities where Ally directors were executive officers in 2024 .
• Prior public boards: Taubman Centers, Inc. (until Dec 2020) .

Expertise & Qualifications

• Financial services and global risk oversight, including chairing Deutsche Bank’s Risk Committee and extensive Morgan Stanley leadership experience .
• Audit and financial reporting acumen—designated audit committee financial expert under SEC rules; financial literacy affirmed by Board .
• Human capital and governance experience through CNGC membership and public company board governance .

Equity Ownership

• Director DSU detail (12/31/2024): Annual equity grant DSUs 3,528; prior DSU total 63,559; total DSUs 67,087 .
• Trading restrictions: Directors are subject to personal-trading restrictions including anti-hedging and anti-pledging policies per governance practices; the proxy references these policies for directors and specified associated persons .

Governance Assessment

• Board effectiveness: Dual committee membership (Audit and CNGC) and audit committee financial expert designation indicate strong oversight capacity in financial reporting and compensation/governance matters .
• Independence and conflicts: Independence affirmed; Board’s related-person transaction policy administered by CNGC reported no transactions requiring Item 404 disclosure since Jan 1, 2024—conflict risk appears low .
• Attendance: Met or exceeded company’s threshold; all directors attended the 2024 annual meeting—supports engagement .
• Ownership alignment: Meaningful personal exposure via 30,000 shares plus 67,087 DSUs that settle upon departure; DSUs provide long-term alignment without short-term liquidity incentives .
• Compensation structure: Mix skews toward equity ($139,003 DSUs vs $130,000 cash in 2024), consistent with director program design that emphasizes stock-based alignment and flat cash retainers for committee workloads .
• Shareholder confidence: Strong say-on-pay approval (91%) and high director support (97% average) signal broad investor endorsement of governance and oversight practices .
• RED FLAGS: None disclosed—no related-party transactions, no attendance shortfalls disclosed, and directors subject to anti-hedging/anti-pledging policy; monitor outside commitments (Deutsche Bank risk chair) but within Ally limits and enhances risk oversight credentials .