ALLY FINANCIAL INC. (NYSE:ALLY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Ally Financial Inc. (Ally) has announced the retirement of Christopher A. Halmy as Chief Financial Officer effective March 1, 2018, and his departure from Ally effective June 1, 2018.
Jennifer A. LaClair has been appointed as Chief Financial Officer Designate of Ally effective December 18, 2017, with the intent that she be appointed to succeed Mr. Halmy as Chief Financial Officer of Ally effective upon his retirement from that position.
Ally and Mr. Halmy have executed a Separation and Transition Services Agreement (the Agreement) effective December 8, 2017. The Agreement provides for Mr. Halmy (1) to receive his current base salary and remain eligible for equivalent benefits and perquisites through June 1, 2018, (2) to remain eligible for cash and equity-based incentive-compensation awards commensurate with his current position as Chief Financial Officer and his and Ally’s performance during 2017 as determined by the Compensation, Nominating, and Governance Committee in early 2018, (3) to receive up to $20,000 in executive outplacement assistance, (4) to receive as soon as reasonably practicable after June 1, 2018, a lump-sum cash payment of $450,000, which is equal to 39 weeks of his current base salary, (5) to fully vest on June 1, 2018, in his then unvested time-based restricted stock awards, with each award settling as originally scheduled, and (6) to fully vest on June 1, 2018, in his then unvested performance-based stock awards, with each award settling as originally scheduled subject to (a) the achievement of the related performance goals and (b) if the achievement of the related performance goals exceeds the target, a proration of the number of shares distributable in excess of the target number of shares based on the number of calendar days during the performance period when Mr. Halmy was employed by Ally. The Agreement also includes terms and conditions governing Mr. Halmy’s provision of services to Ally until his departure, his general release of claims subject to customary exceptions, his obligations of confidentiality and cooperation, and other customary provisions. A copy of the Agreement is attached as Exhibit 10.1 and incorporated by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 12, 2017, Ally issued a press release with the announcement described in Item 5.02. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference. The information in this Item 7.01 and Exhibit 99.1 is being furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
| Item 9.01 | Financial Statements and Exhibits. |
| 99.1 | Press Release, dated December 12, 2017 |
Ally Financial Inc. ExhibitEX-10.1 2 dp83952_ex1001.htm EXHIBIT 10.1 Exhibit 10.1 SEPARATION AND TRANSITION SERVICES AGREEMENT Christopher Halmy and the Company (as defined in the next sentence) have reached the following Separation and Transition Services Agreement (the “Agreement”). In this Agreement,…To view the full exhibit click here
About ALLY FINANCIAL INC. (NYSE:ALLY)
Ally Financial Inc. is a financial holding company and a bank holding company. The Company’s banking subsidiary, Ally Bank, is a franchise in the Internet, telephone, mobile and mail banking market. The Company operates through three segments: Automotive Finance operations, Insurance operations and Mortgage operations. Its Automotive Finance operations segment provides automotive financing services to consumers and automotive dealers. Its Insurance operations segment offers both consumer financial and insurance products sold through the automotive dealer channel, and commercial insurance products sold to dealers. Its Mortgage operations segment includes the management of its held-for-investment mortgage loan portfolio and the execution of bulk purchases of jumbo and low-to-moderate income (LMI) mortgage loans originated by third parties. Its main lines of business are Dealer Financial Services, which includes its Automotive Finance and Insurance operations, and Mortgage.