William Cary
Director at ALLY
Board
About William H. Cary
Independent director at Ally since 2016; age 65. Former senior GE executive with 29 years’ experience across consumer/wholesale finance, risk, and capital markets, including President & COO of GE Capital and President & CEO of GE Money (London). He holds a B.S. in business administration and finance from San Jose State University. At Ally, Cary serves as Audit Committee Chair and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric (GE) | President & COO, GE Capital; President & CEO, GE Money (London); other leadership roles across finance, risk, and capital markets | 29 years | Led global finance operations; deep risk management and capital markets oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rush Enterprises, Inc. | Director | Current | Public-company board service; governance and finance expertise |
| SecureWorks Corp. | Director (until acquisition by Sophos Inc.) | Mar 2024 – Feb 2025 | Board service concluded upon acquisition |
Board Governance
- Independence and tenure: Independent director since 2016; Board affirmed independence of Cary and all nominees other than CEO. No transactions requiring disclosure under Item 404(a). No familial relationships.
- Committee assignments: Audit Committee Chair; members: Cary (Chair), Clark, Gibbons, Reilly; 9 meetings in 2024.
- Expertise: Board determined Cary is an “audit committee financial expert” under SEC rules.
- Attendance and engagement: All directors attended the May 7, 2024 annual meeting; each nominee attended at least 75% of Board and applicable committee meetings in 2024.
- Board structure and practices: Independent Board Chair; all committee members independent; executive sessions held regularly.
- Audit Committee activity: AC Report (signed by Cary) recommends inclusion of audited FY2024 financials in the 2024 Form 10-K; direct oversight of external auditor, audit partner rotation, internal audit, and ICFR.
Fixed Compensation (Director Pay)
| Pay Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly; deferral available |
| Annual equity retainer | $145,000 in Director DSUs | Vests immediately; settles in shares upon departure |
| Committee chair cash retainers | Audit $60,000; Risk $60,000; CNGC $50,000; Technology $50,000 | Paid quarterly |
| Committee member cash retainer | $20,000 | Paid quarterly |
2024 actual (Cary):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William H. Cary | 170,000 | 139,003 | 309,003 |
| Cary’s $170k cash aligns with $90k base + $60k Audit Chair + $20k committee member. |
Performance Compensation
- Directors do not receive annual bonuses, options, or PSUs tied to performance; equity is delivered via Director DSUs (time-based, immediate vest, settle on departure).
- Deferrals: Directors may defer 0–100% of cash retainer into fully vested DSUs or a cash account credited with Ally Bank online savings rate.
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging Ally securities and from short sales or speculative derivative transactions.
Other Directorships & Interlocks
| Director | Current Public Boards | Prior Public Boards (recent) | Notes |
|---|---|---|---|
| William H. Cary | Rush Enterprises, Inc. | SecureWorks Corp. (ended Feb 2025 due to acquisition) | Board independence affirmed; no Item 404(a) related-party transactions requiring disclosure. |
Expertise & Qualifications
- Financial services leadership across global consumer and commercial finance; capital markets; risk management.
- Audit committee financial expert; deep familiarity with internal controls, audit oversight, and financial reporting.
Equity Ownership
Beneficial ownership as of March 13, 2025:
| Name | Shares of Common Stock Beneficially Owned | Stock-Settled Units | Total Beneficial Ownership |
|---|---|---|---|
| William H. Cary | — | 53,387 | 53,387 |
| Each individual listed owns less than 1% of outstanding shares. |
Director DSU balances as of Dec 31, 2024:
| Name | Annual Equity Grant (#) | NED Deferred Stock (#) | Prior Year DSU Total | Total DSUs (#) |
|---|---|---|---|---|
| William H. Cary | 3,528 | — | 49,859 | 53,387 |
| DSUs settle in shares upon departure from the Board. |
Policies reducing alignment risk:
- Anti-hedging and anti-pledging policies apply to all directors and specified associated persons.
Governance Assessment
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Strengths for investor confidence:
- Experienced financial operator with risk, capital markets, and consumer finance acumen; designated AC financial expert.
- Robust AC oversight under Cary’s chairmanship; active engagement with external auditor; AC recommended inclusion of FY2024 audited financials in 10-K.
- Clear, standardized director pay program; mix of cash and DSUs that settle upon departure aligns with long-term shareholder interests.
- Strong shareholder support context: 2024 say-on-pay approval received 91% of votes cast; directors averaged 97% support.
-
Conflicts/related-party exposure:
- Board states no Item 404(a) related-person transactions requiring disclosure since Jan 1, 2024; independence affirmed.
-
Attendance/engagement:
- All directors attended 2024 annual meeting; each nominee met at least 75% attendance across Board and committees.
-
Risk indicators and controls:
- Anti-hedging/pledging policy; limits on outside board commitments (non-officer directors ≤3 public boards; AC members ≤2 audit committees; nominees meet these limits).
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RED FLAGS:
- None identified in the latest proxy regarding attendance, related-party transactions, or hedging/pledging.