Michelle Goldberg
Director at ALLY
Board
About Michelle Goldberg
Michelle J. Goldberg (age 55) is nominated for election to Ally’s Board at the May 2025 annual meeting. She is designated independent under NYSE and SEC rules and brings three decades of technology investing, finance, and governance experience, including a master’s degree from Harvard University and a bachelor’s degree from Columbia University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ignition Partners | Partner (early-stage VC, enterprise/consumer tech) | 2000–2020 | Led technology investing; strategic and governance experience |
| Legg Mason, Inc. | Director | 2017–2020 (acquired by Franklin Resources, 2020) | Oversight through sale; asset management industry governance exposure |
| Taubman Centers, Inc. | Director | 2019–2020 (acquired by Simon Property Group, 2020) | Retail REIT board experience; M&A transaction completion |
| Plum Creek | Director | Until 2019 (acquired by Weyerhaeuser, 2019) | Timber/REIT governance exposure; supported merger integration |
| Olympic Capital Partners | M&A Investment Banker | Prior | Transaction execution; corporate finance |
| Microsoft | Consultant | Prior | Technology consulting; digital/media exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Board director/angel investor | Director/Investor | Current | Described generally in proxy biography (no specific public company board disclosed) |
Board Governance
- Status: Nominee for election in 2025; independence affirmed by the Board for all nominees except the CEO .
- Committee assignments: None pre‑election; existing committee rosters for 2024 did not include Goldberg (she was not yet on the Board) .
- Board/committee meeting cadence: 2024 Board met 9 times; Audit 9; Risk 6; Technology 5; CNGC 7 .
- Attendance: All existing directors attended the May 7, 2024 annual meeting; no director fell below 75% attendance in Board/committee meetings (not applicable to Goldberg pre‑election) .
- Governance practices: Independent Board Chair; regular executive sessions; majority voting standard; proxy access; no poison pill .
Fixed Compensation
Expected non‑employee director compensation structure (applicable upon election):
| Pay Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly |
| Annual Equity Retainer (DSUs) | $145,000 | DSUs vest immediately; settle in shares upon departure |
| Board Chair Retainer – Cash | $60,000 | Independent Chair supplemental cash |
| Board Chair Retainer – Equity | $90,000 | Independent Chair supplemental equity (DSUs) |
| Committee Chair – Audit | $60,000 | Annual cash |
| Committee Chair – Risk | $60,000 | Annual cash |
| Committee Chair – CNGC | $50,000 | Annual cash |
| Committee Chair – Technology | $50,000 | Annual cash |
| Committee Member (any) | $20,000 | Annual cash |
| Cash Retainer Deferral | 0–100% | In 25% increments to DSUs or interest‑bearing cash account (Ally Bank online savings rate) |
Performance Compensation
- Non‑employee director pay at Ally does not use performance‑based metrics; equity is granted as DSUs that vest immediately and defer settlement until departure from the Board .
Other Directorships & Interlocks
| Company | Market/Status | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Legg Mason, Inc. | Public (acquired by Franklin Resources, 2020) | Director | 2017–2020 | Past asset management board; no Ally related‑party item disclosed |
| Taubman Centers, Inc. | Public (acquired by Simon Property Group, 2020) | Director | 2019–2020 | Past REIT board; no Ally related‑party item disclosed |
| Plum Creek | Public (acquired by Weyerhaeuser, 2019) | Director | Until 2019 | Past timber/REIT board; no Ally related‑party item disclosed |
The Board’s independence review found no transactions requiring disclosure under Item 404(a) for director candidates, supporting low conflict risk .
Expertise & Qualifications
- Technology, digital innovation, investment, and finance; strategic and governance experience across consulting, investment banking, and venture capital .
- Advanced education: Master’s degree (Harvard), bachelor’s degree (Columbia) .
Equity Ownership
- As of March 13, 2025, the beneficial ownership table lists current directors, nominees, and executive officers; Goldberg is not listed, and no beneficial ownership is disclosed for her pre‑election .
- Directors are subject to personal trading restrictions; anti‑hedging/anti‑pledging policies apply (details in CD&A) .
Governance Assessment
- Board effectiveness: Goldberg’s technology and digital media depth aligns with Ally’s all‑digital banking strategy and Technology Committee oversight needs; her venture and transaction background should strengthen strategic review and M&A acumen .
- Independence and conflicts: Independence affirmed; no related‑party transactions requiring Item 404(a) disclosure found for nominees, indicating low conflict exposure and strong investor‑confidence signal .
- Compensation/ownership alignment: Director equity via immediately vested DSUs that settle at departure and optional deferral of cash retainers into DSUs or interest accounts aligns horizon with shareholders; absence of performance metrics in director pay avoids short‑term risk incentives .
- Engagement/attendance baseline: While pre‑election for Goldberg, Ally’s directors maintained strong attendance in 2024 and conduct regular executive sessions—positive for governance discipline .
RED FLAGS: None disclosed for Goldberg. No hedging/pledging exceptions, related‑party transactions, or attendance concerns are indicated in the proxy for director candidates .