Stephanie Richard
Ally FinancialAbout Stephanie Richard
Stephanie N. Richard is Ally Financial’s Chief Risk Officer, appointed November 20, 2024, after serving as Chief Audit Executive and Deputy Chief Risk Officer; she joined Ally in 1997 and previously led the internal audit function and loan review with a long-tenured risk, finance, and treasury background. She holds a bachelor’s degree in accounting from Michigan State University and an MBA from Wayne State University . Company performance context during 2024: cumulative TSR index value 138 vs compensation peer group 173, net income ~$0.7B, and Core ROTCE 8.5% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ally Financial | Chief Risk Officer | Nov 2024–present | Oversees independent risk management across the enterprise; designs risk frameworks; reports to Board Risk Committee and CEO . |
| Ally Financial | Chief Audit Executive | 2018–2024 | Transformed internal audit; expanded technology/data analytics; administrative oversight of loan review . |
| Ally Financial | Finance/Treasury/Risk roles | 1997–2018 | Helped design Ally’s initial risk appetite framework and stress testing process; supported BHC transformation initiatives . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dress for Success Charlotte | Board Member | Current (as of Nov 2024) | Non-profit women’s empowerment . |
| Project Scientist | Treasurer | Current (as of Nov 2024) | STEAM education nonprofit . |
| Women Executives of Charlotte | Member; prior WECS President | Current (as of Nov 2024) | Community service and scholarship leadership . |
| Charlotte Business Journal | Women in Business Achievement honoree | 2022 | Industry recognition . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 | Notes |
|---|---|---|---|---|
| Annual Cash Base Salary ($) | $550,000 | $650,000 | $650,000 | Increased in 2024 with promotion to CRO. |
| Salary Paid ($) | — | $638,462 | — | Reported in SCT. |
| Annual Cash Bonus Paid ($) | — | $720,000 | — | Paid Feb 2025 for 2024 performance. |
| Incentive Target ($mm) | 2024 Target | 2024 Actual | % of Target | 2025 Target |
|---|---|---|---|---|
| Stephanie N. Richard | 1.9 | 1.8 | 96% | 2.2 |
Notes:
- For NEOs, incentive allocation: 40% annual cash; 60% long-term (50% PSUs, 50% RSUs) . For 2024, the 40% annual cash portion of actual incentive ($1.8mm) equals $0.72mm, consistent with the SCT bonus paid ($720,000) .
Performance Compensation
| Component | Metric | Weighting | Target/Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive | Company/individual scorecard (financial metrics, business indicators) | 40% of total incentive for NEOs | Funded below target for most NEOs; Stephanie at 96% of target total incentive | Paid in cash annually following performance year | Annual payout (no vesting). |
| PSUs (2024 grant) | Core ROTCE (three-year performance: 2024–2026) | 50% of LTI (i.e., 30% of total incentive) | Threshold 25%, Target 100%, Max 180% of target units | Cash-settled PSUs; dividends paid in cash at settlement | Cliff vest at year 3 subject to performance; service condition also required . |
| PSUs (2025 grant) | Core ROTCE (ex-OCI) + relative TSR modifier | Determined from 2024 incentive outcome | Core ROTCE threshold updated; TSR modifier applies vs comp peer group | Payout adjusted by TSR modifier | Three-year performance period . |
| RSUs (routine) | Service-based | 50% of LTI (i.e., 30% of total incentive) | N/A | Stock-settled; dividends paid in cash at settlement | Equal installments over 3 years from grant . |
| RSUs (100-share “founder’s mentality”) | Service-based | De minimis | N/A | Stock-settled | 3-year cliff vest . |
2024 Grants (Stephanie N. Richard):
- RSUs: 14,753 shares (grant date fair value $555,008) on Jan 26, 2024; plus 100-share RSU ($3,762) .
- PSUs: Target 9,836 units (grant date fair value $370,030), threshold 2,459 and max 17,705; cash-settled .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common Shares Beneficially Owned | 39,318 |
| Stock-Settled Units (vested or within 60 days) | 27,683 |
| Total Beneficial Ownership (SEC Rule 13d-3) | 67,001; each executive owns <1% of outstanding shares . |
| Outstanding RSUs (stock-settled) | 31,386 |
| Outstanding PSUs (cash-settled, at target) | 31,704 |
| Implied Value of Equity/Units (at $32.99 close, Mar 13, 2025) | $4,291,702 |
| Hedging/Pledging | Prohibited for CEO, NEOs, Purview Executives, and directors (incl. associated persons); pledges not permitted (except to charitable orgs) . |
| Rule 10b5-1 Plans (Q3’25) | No director or executive officer adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements in Q3 2025 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | None; NEOs employed at will . |
| Severance Plan (Involuntary Termination, outside CIC) | Lump sum equal to 1.0x base salary for non-CEO Participants; plus 12 months of COBRA premium; outplacement; release required . |
| Severance Plan (CIC Qualifying Termination, double trigger within 24 months of CIC) | Lump sum equal to 2.0x (non-CEO) times base salary + cash portion of Annual Target Incentive; prorated cash portion of Annual Target Incentive for year of termination; plus 12× monthly COBRA premium × 2.0; outplacement; release required . |
| Good Reason (summary) | Material diminution of role; material reduction in base or target incentive; relocation >50 miles; failure to assume plan; notice/cure requirements apply . |
| Clawback | All amounts payable under the Plan subject to Company clawback/recoupment policies . |
| Potential Payments (as of 12/31/2024) | Termination without cause/qualifying: Base $650,000; LTI accel $1,133,811; Outplacement $20,000; Total $1,803,811. CIC termination: Base $1,300,000; Annual incentive cash $1,480,000; LTI accel $1,133,811; Outplacement $20,000; Total $3,933,811 . |
Additional Details and 2024 Compensation Tables
| Summary Compensation Table (SCT) – 2024 | Amount ($) |
|---|---|
| Salary | 638,462 |
| Bonus (annual cash incentive) | 720,000 |
| Stock Awards (RSUs + PSUs grant-date fair value) | 928,800 |
| All Other Compensation | 53,043 |
| Total | 2,340,305 |
| All Other Compensation – Perquisites and Benefits (2024) | Amount ($) |
|---|---|
| Financial Counseling | 10,000 |
| Executive Physical | 2,434 |
| Liability Insurance (taxable allowance) | 1,601 |
| 529 College Save Up employer contribution | 1,100 |
| Life Insurance (tax value) | 3,174 |
| 401(k) match | 34,500 |
| Total All Other Compensation | 52,809 |
| Outstanding Equity Awards at FY-end 2024 (selected) | Units | Market/Payout Value ($) |
|---|---|---|
| RSUs (selected grants incl. 2023/2024) | 14,262; 31,186; 8,043; 1,711; 2,674; 100 | 513,575; 1,123,008; 289,628; 61,603; 96,291; 3,601 |
| PSUs (selected grants at target) | 9,836; 8,043 | 354,194; 289,628 |
Performance & Track Record
- Tenure and risk leadership: Nearly 27 years at Ally, designed the initial risk appetite framework and stress testing; CRO appointment under a refreshed leadership structure in 2024, indicating strong internal credibility with regulators and stakeholders .
- 2024 shareholder-aligned metrics: Company Core ROTCE 8.5%, net income ~$0.7B; CAP/SCT and TSR reporting provided in the proxy to align pay and performance .
- Trading arrangements: No adoption, termination, or modification of Rule 10b5-1 or non-Rule 10b5-1 plans in Q3 2025 among directors/executives, reducing near-term insider selling signal noise .
Compensation Structure Analysis
- Equity-heavy incentives: For NEOs, 60% of total incentive is long-term equity (split evenly between PSUs and RSUs), with PSUs tied to Core ROTCE and a TSR modifier in 2025 grants, reinforcing pay-for-performance and shareholder alignment .
- 2024 incentives below target: CNGC funded below target for most NEOs due to financial performance; Stephanie’s total incentive at 96% of target evidences disciplined outcomes vs scorecard .
- Retirement eligibility: Her RSUs (excluding 100-share “Own It” awards and certain retention grants) are nonforfeitable due to retirement eligibility, potentially reducing forfeiture risk while maintaining performance-contingent PSU settlement .
Risk Indicators & Red Flags
- Hedging/pledging prohibited: Ally’s anti-hedging and anti-pledging policy reduces misalignment and collateral risk; no pledges permitted for executives/directors .
- Severance structure: Double-trigger CIC severance mitigates windfall risk; release and restrictive covenants required, with clawback policy applicable .
- No Rule 10b5-1 changes in Q3 2025: Diminished signaling of proactive selling programs during that period .
Equity Ownership & Alignment – Compliance
- Ownership level: 39,318 shares plus 27,683 stock-settled units; total beneficial 67,001; executives as a group <1% of shares outstanding, limiting concentrated control but providing alignment via long-term equity .
- Ownership guidelines: Anti-hedging/anti-pledging enforced; specific ownership multiple-of-salary guidelines not disclosed in retrieved excerpts .
Employment Terms – Severance & Change-of-Control Economics
| Scenario | Cash Severance | Incentive | Medical (COBRA) | Other |
|---|---|---|---|---|
| Involuntary Termination (non-CIC) | 1.0× base salary for non-CEO | Discretionary annual incentive eligibility per AIP/ICP | 12 months COBRA premium | Outplacement; release required . |
| CIC Qualifying Termination (double trigger) | 2.0× (non-CEO) × (base salary + cash portion of Annual Target Incentive) | Prorated cash portion of Annual Target Incentive for year of termination | 12 months COBRA premium × CIC multiple | Outplacement; release; no duplication of payments . |
| Stephanie N. Richard – Estimated Values (12/31/2024) | $650,000 (non-CIC) / $1,300,000 (CIC) | $1,480,000 (CIC cash incentive portion) | Included in totals (not itemized in SCT table) | LTI acceleration $1,133,811; outplacement $20,000; totals $1,803,811 (non-CIC) / $3,933,811 (CIC) . |
Investment Implications
- Alignment and retention: A robust equity mix with PSUs tied to Core ROTCE and TSR, combined with anti-hedging/anti-pledging and double-trigger CIC provisions, supports shareholder alignment and reduces misaligned risk-taking; retirement-eligibility nonforfeitability decreases unplanned forfeiture risk but also lessens equity-based retention pressure .
- Execution risk: As CRO elevated in late 2024, execution focus rests on tightening risk appetite and delivering ROTCE against macro constraints; 2024 incentives “below target” indicate disciplined pay outcomes when performance moderates .
- Trading signals: No recent Rule 10b5-1 plan changes in Q3 2025 plus a prohibition on pledging reduces near-term selling signal risk; monitor future Form 4 activity for any emergent patterns post-vesting events .
- Downside protection and change-in-control economics: Severance rights are standard for regulated financials and require releases and covenants; double-trigger CIC mitigates windfalls while ensuring management stability through potential strategic changes .