Thomas Gibbons
Ally FinancialAbout Thomas P. Gibbons
Thomas P. Gibbons, age 68, has served as an independent director of Ally Financial since 2023, sitting on the Audit Committee and Risk Committee and designated by the Board as an audit committee financial expert under SEC rules . He is the former CEO of Bank of New York Mellon (2019–2022), previously Vice Chairman and CEO of Clearing, Markets & Client Management (2017–2019) and CFO (2008–2017); he holds a BBA from Wake Forest University and an MBA from Pace University, and serves on Pace University’s Board of Trustees and the advisory board of Wake Forest’s Business School . The Board affirmatively determined Gibbons is independent under NYSE listing standards and SEC rules, with no Item 404(a) related-person transactions requiring disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of New York Mellon Corporation | Chief Executive Officer and Director | 2019–2022 | Led a global systemically important financial institution through regulatory and risk oversight demands . |
| Bank of New York Mellon Corporation | Vice Chairman; CEO of Clearing, Markets & Client Management | 2017–2019 | Oversaw market infrastructure, client segments, and risk/treasury interfaces . |
| Bank of New York Mellon Corporation | Chief Financial Officer | 2008–2017 | Finance leadership; internal controls and reporting; regulatory capital management . |
| PHH Corporation (public) | Director | 2011–2017 | Board-level oversight at a financial services company . |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. (NASDAQ: IVZ) | Director | Current | Public company governance; potential capital markets/asset management perspective . |
| Pace University | Board of Trustees | Current | Academic governance; community engagement . |
| Wake Forest University Business School | Advisory Board Member | Current | Advisory on business education and leadership skills . |
Board Governance
| Governance Attribute | Detail |
|---|---|
| Committee Memberships | Audit Committee member; Risk Committee member . |
| Chair Roles | None at Ally (Audit Chair: William H. Cary; Risk Committee chaired by other directors) . |
| Audit Committee Financial Expert | Board determined Cary, Gibbons, and Clark are “audit committee financial experts” under SEC rules . |
| Independence | Board affirmatively determined Gibbons is independent under NYSE/SEC standards; no Item 404(a) related-person transactions requiring disclosure . |
| Attendance | No director attended less than 75% of Board and applicable committee meetings in 2024; Board met 9x, Audit 9x, Risk 6x . |
| Executive Sessions | Board and committee executive sessions held regularly . |
| Service Limits | None of Ally’s Audit Committee members serve on >3 public-company audit committees . |
Fixed Compensation
| Pay Component | Non-Employee Director Compensation (2024) |
|---|---|
| Annual Cash Retainer | $90,000 . |
| Annual Equity Retainer (Director DSUs) | $145,000 (vests immediately; settled in stock upon Board departure) . |
| Board Chair Retainer | Cash: $60,000; Equity: $90,000 . |
| Committee Chair Cash Retainers | Audit: $60,000; Risk: $60,000; CNGC: $50,000; Technology: $50,000 . |
| Committee Member Cash Retainer | $20,000 (per committee) . |
| Deferral Feature | Directors may defer 0–100% of cash retainers into DSUs or interest-bearing cash accounts . |
2024 Actual (Gibbons)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Thomas P. Gibbons | 130,000 | 139,003 | 269,003 . |
Notes:
- Gibbons elected to defer 100% of his cash retainer into Director DSUs .
- Cash total of $130,000 is consistent with $90,000 annual retainer plus two committee memberships at $20,000 each (Audit and Risk) .
Performance Compensation
| Element | Detail |
|---|---|
| Options/PSUs/Performance Metrics | None disclosed for directors; director equity is DSUs that vest immediately and settle upon departure; no performance criteria apply . |
| Meeting Fees or Discretionary Bonuses | None disclosed; compensation structured via retainers and equity DSUs . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Consideration |
|---|---|---|
| Invesco Ltd. | Director | Asset manager; not a direct competitor to Ally’s core consumer auto finance bank; Board found no relationships requiring Item 404(a) disclosure for independence . |
| PHH Corporation (prior) | Director (2011–2017) | Historical; no current interlock . |
- The Board annually reviews and limits service on other boards; independence affirmed and no interfering relationships found .
Expertise & Qualifications
- Senior executive leadership across finance and risk (CFO 2008–2017; CEO 2019–2022) supports oversight of financial reporting and risk appetites .
- Audit committee financial expert designation evidences deep accounting/financial management competence .
- Education: BBA (Wake Forest), MBA (Pace); ongoing academic governance roles enhance perspective on talent and ethics .
Equity Ownership
Beneficial Ownership (as of March 13, 2025)
| Name | Common Stock | Preferred Stock | Stock-Settled Units | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|---|
| Thomas P. Gibbons | — | — | 11,694 | 11,694 | <1% (individual; all directors and officers as group <1%) . |
Director DSU Balances (as of Dec 31, 2024)
| Name | Annual Equity Grant (#) | NED Deferred Stock (#) | Prior Year DSU Total | Total DSUs (#) |
|---|---|---|---|---|
| Thomas P. Gibbons | 3,528 | 3,438 | 4,728 | 11,694 . |
Policies affecting alignment:
- Anti-hedging and anti-pledging restrictions apply to all directors and specified associated persons (no hedging, derivatives, short sales, pledging, or multi-day limit orders) .
- DSUs vest immediately and settle upon Board departure, aligning director interests with long-term shareholder value .
Governance Assessment
Strengths:
- Deep finance and risk pedigree; audit committee financial expert designation strengthens oversight of controls, reporting quality, and auditor independence .
- Independence affirmed with no related-party transactions requiring disclosure; strong anti-hedging/anti-pledging policy reduces alignment risk .
- Attendance threshold met; active service on Audit and Risk (core committees for a regulated bank) supports board effectiveness .
Compensation and alignment:
- Balanced director pay structure (cash + DSUs) with elective deferral fully utilized by Gibbons, increasing equity-linked exposure; DSUs settle upon departure, reinforcing longer-term alignment .
- Year-over-year: 2023 partial-year compensation $174,897 vs. 2024 full-year $269,003; 2024 cash amount reflects base + two committee memberships, with equity retainer at program level .
Potential conflicts and risk indicators:
- Current directorship at Invesco not flagged as a conflict; Board’s independence review found no relationships requiring Item 404(a) disclosure .
- Audit Committee service load within limits (no member serves on >3 public audit committees), mitigating overboarding risk .
RED FLAGS:
- None disclosed regarding related-party transactions, hedging/pledging, or low attendance for Gibbons; no director attended less than 75% in 2024 .