Ally Bank 2012 Annual Report Download - page 225

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Nonqualified Deferred Compensation in 2012
The table below reflects year-end balances, Company distributions, and all earnings associated primarily with the Ally nonqualified
equalization plan. This plan allows Company contributions to this plan to continue after the IRS maximum limits under our 401(k) plan have
been reached.
Nonqualified deferred compensation
Name Plan name
Executive
contributions
in last FY($)
Registrant
contributions
in last FY ($)
Aggregate
earnings
in last FY ($)
Aggregate
withdrawals/
distributions ($)
Aggregate
balance
at last FYE ($)
Michael A. Carpenter DSUs (a) (b) — 9,500,000 904,553 4,488,084 19,859,733
Jeffrey J. Brown Nonqualified Benefit
Equalization Plan (c) — — 2,650 — 27,413
DSUs (a) (b) — 3,797,892 254,624 2,947,646 5,121,993
Barbara Yastine DSUs (a) (b) — 4,587,357 297,361 3,293,894 6,107,921
William Muir Nonqualified Benefit
Equalization Plan (c) — — 23,020 — 213,996
DSUs (a) (b) — 3,400,000 254,810 3,532,010 4,241,966
James G. Mackey DSUs (a) (b) — 2,450,000 137,038 1,695,288 3,006,041
Thomas Marano Nonqualified Benefit
Equalization Plan (c) — — 5,733 — 50,986
DSUs (a) (b) — 1,821,397 518,350 4,230,388 6,364,448
Deferred Cash (d) — 5,582,052 — 1,943,035 3,639,017
(a) In 2009, we included DSU awards, which vested at grant date, within the Options Exercised and Shares Vested in 2009 table. Starting in 2010 and
continuing in 2012, we have included the DSU award information in the Nonqualified Deferred Compensation in 2012 table to more accurately reflect the
form of the awards.
(b) The NEOs had outstanding DSU award values at December 31, 2011, of $13,943,264 for Mr. Carpenter, $4,017,124 for Mr. Brown, $4,517,096 for
Ms. Yastine, $4,119,166 for Mr. Muir, $2,114,292 for Mr. Mackey, and $8,255,088 for Mr. Marano.
(c) Ally maintains a nonqualified benefit equalization plan for highly-compensated employees, including the NEOs. This plan is a nonqualified savings plan
designed to allow for the equalization of benefits for highly compensated employees under the Ally 401(k) Program when such employees' contribution
and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of the Employee Retirement Income Security
Act of 1974, as amended, and Section 401(a)(17) and 415 of the Internal Revenue Code of 1986, as amended. This plan is maintained as an unfunded plan
and all expenses for administration of the plan and payment of amounts to participants are borne by Ally. Each participant is credited with earnings based
on a set of investment options selected by the participant similar to 401(k) investment option to all employees. Pursuant to the Special Master's
Determination Letter dated October 22, 2009, contributions to this plan were suspended. Therefore, the amounts shown reflect contributions made by the
Company prior to receipt of the Determination Letter.
(d) Mr. Marano received deferred cash after May 14, 2012 in lieu of DSUs pursuant to the request of the ResCap Board of Directors, the Special Master's
November 30, 2012 Supplemental Determination Letter, and disclosure to the Bankruptcy Court. Deferred cash is payable in three equal installments: the
first on the final payroll date of 2012, the second ratably over 2013 and the third ratably over 2014.
Executive Compensation — Post-employment and Termination Benefits
As a condition to participating in TARP, Ally's NEOs and next five highest paid employees waived any right to severance in the event of
their termination of employment. These waivers apply until Ally repays its TARP obligations to the U.S. Department of Treasury.
Director Compensation
Employee directors do not receive any separate compensation for their Board activities. Non-employee directors receive the
compensation described below.
Effective April 1, 2012, the annual retainer paid to non-employee directors was increased from $180,000 to $200,000 and was paid
entirely in cash. DSUs had been included in the program for $110,000 of the $180,000 annual retainer in 2011, and were also awarded for a
portion of the annual retainer paid for the first quarter of 2012, as part of planning for a potential initial public offering. An additional retainer
is paid to non-employee directors who serve as a chair of a standing committee, which was also increased during 2012 from $30,000 to
$50,000 each. All non-employee directors who serve as members of committees, including chairs of a committee, are paid additional retainers
of $20,000 each. The Chair of the Board receives an additional retainer of $250,000. For the first quarter of 2012, this additional retainer was
paid half in cash and half in DSUs, and was changed to all cash effective April 1, 2012, the same as the Board retainer. Meeting fees of $2,000
for each in-person meeting and telephonic meeting lasting more than one hour are payable when the Board or any committee meets more than
eight times per year.
Non-employee directors are reimbursed for travel expenses incurred in conjunction with their duties as directors. Furthermore, Ally will
provide the broadest form of indemnification permitted under Delaware law in connection with liabilities that may arise as a result of their
role on the Board, provided that the director satisfies the statutory standard of care.
Table of Contents Ally Financial Inc. • Form 10-K