Ally Bank 2012 Annual Report Download - page 221

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• Except for the CEO, DSUs earned in 2009 and 2010 and not yet paid will be payable in equal installments over the period ending
on the third anniversary of the grant.
• Except for the CEO, long-term IRSUs previously awarded for prior services will vest after two years of service. Even if vested, as
required by the Interim Final Rule, all IRSU awards may be paid only in 25% installments as Ally repays its TARP obligations in
25% increments, and will otherwise be forfeited.
Benefits and Perquisites
We provide our NEOs with health and welfare benefits under the broad-based program generally available to all of our employees. This
allows them to receive certain benefits that are not readily available to individuals except through an employer and to receive certain benefits
on a pretax basis. Our benefit program includes the Ally Retirement Savings Plan. We provide the savings plan in lieu of higher current cash
compensation to ensure that employees have a source of retirement income and because these plans enjoy more favorable tax treatment than
current compensation. Under this plan, employee contributions of up to 6% of salary were matched 100% by Ally. The plan also provided a
2% nonmatching contribution on both salary and annual cash incentives, which fully vests after being employed for three years, and a 2%
nonmatching discretionary contribution on salary in light of the Company's 2012 performance.
Ally suspended nonqualified contributions to its Retirement Savings Plan in 2009 and did not make any additional nonqualified
contributions in 2012. Therefore, employer contributions for 2012 were made only under the qualified portion of the plan only which limits
contributions to pay up to $250,000.
In addition to broad-based benefits, the NEOs are provided with limited supplemental benefits and perquisites to remain competitive in
attracting and retaining executive talent. For 2012, in accordance with the TARP restrictions, the total value of these perquisites and
supplemental benefits was capped at $25,000.
Long-term Compensation Structure
Based on the compensation structure for 2012, long-term equity-based compensation, represented by DSUs, comprises a significant
portion of each NEOs total compensation. The long-term equity-based portion of total compensation for each NEO and its associated
percentage of total compensation for 2012 are as follows.
Total
compensation
($)
Long-term equity-based compensation
Name Dollar amount awarded ($) Percent of total compensation (%)
Michael A. Carpenter 9,557,119 9,500,000 99.4%
Jeffrey J. Brown 4,428,059 3,797,892 85.8%
Barbara Yastine 5,215,956 4,587,357 88.0%
William Muir 4,031,723 3,400,000 84.3%
James G. Mackey 3,030,904 2,450,000 80.8%
Thomas Marano 8,030,548 1,821,397 22.7%
Employment Agreements and Severance
Ally currently has no employment agreement with any of the NEOs.
As a condition to participating in TARP, Ally's NEOs and the next five most highly compensated employees are not eligible for any
severance in the event of termination of employment. These restrictions apply until Ally repays its TARP obligations.
Clawback Provisions
In connection with the risk assessment Ally conducted in 2012, the Company has reviewed all of its incentive compensation programs to
ensure they include language allowing the Company to recoup incentive payments made to recipients in the event those payments were based
on financial statements that are later found to be materially inaccurate. Incentive plans that did not include such language were revised to
allow for incentive payments to be recovered. A recipient who fails to promptly repay Ally under such circumstances is subject to termination
of employment.
Table of Contents Ally Financial Inc. • Form 10-K