Gary Millerchip

About Gary Millerchip

Gary Millerchip is an independent director of SLM Corporation appointed effective April 23, 2025, and also serves on the board of Sallie Mae Bank . He is Executive Vice President and Chief Financial Officer at Costco Wholesale Corporation (since March 2024) and previously held senior leadership roles at The Kroger Co., including Senior Vice President and CFO (2019–2024), and multiple roles at Royal Bank of Scotland (1997–2008) . He holds a Bachelor of Arts from Birmingham City University and a post-graduate degree in Business from the University of Warwick . The Board determined him to be independent under NASDAQ standards .

Past Roles

External Roles

Board Governance

• Independence and appointment: The Board appointed Gary Millerchip effective April 23, 2025 and determined him to be independent; he was also appointed to the Sallie Mae Bank board .
• Committee assignments: At the time of appointment, he was not appointed to any Board committees; committee memberships are established annually .
• Board leadership and independence practices: SLM separates the Chair and CEO roles, holds executive sessions for independent directors after regular meetings, and requires all standing committees to be comprised solely of independent directors .
• Attendance norms: The Board met 14 times in 2024; incumbent directors generally met attendance expectations, but Mr. Millerchip joined in 2025 so no attendance data applies yet .
• Director independence standards and composition: All nominees other than the CEO are independent under NASDAQ and Company Guidelines .
• Overboarding governance guideline: Directors who are executive officers of public companies should not serve on any other public company board beyond their employer’s board and SLM’s Board; the Company maintains stock ownership and retention guidelines for directors .
• Risk oversight: Committees oversee financial, operational/compliance, audit, compensation, and governance risks; all directors also serve on the bank’s board and its committees .

Committee Membership Snapshot (current)

Fixed Compensation

• Director compensation program: Non-employee directors are compensated to align with work requirements and stockholder interests; annual cash/equity mix is overseen by the Compensation Committee, with an annual cap of $750,000 under the 2021 Plan .
• New appointee terms (current director term): Mr. Millerchip’s compensation will be prorated for the portion of the term remaining, and he will not receive the annual Board member equity award of restricted stock for the current term .

Performance Compensation

• Director performance metrics: SLM’s performance metrics (e.g., Relative TSR, Adjusted Income per Share) are used for NEO incentive plans; directors’ equity compensation is time-based restricted stock, not performance-conditioned .
• For Mr. Millerchip’s current term: No equity grant will be made; therefore, no director performance metrics apply for the current term .

Other Directorships & Interlocks

• Interlocks and conflicts: The Company disclosed no related party transactions or material interests involving Mr. Millerchip under Item 404(a); no family relationships exist with SLM directors or officers .

Expertise & Qualifications

• Finance and retail banking expertise; corporate strategy and leadership experience across large organizations .
• Senior public company CFO experience at Costco; prior consumer finance leadership at Kroger Personal Finance and banking roles at RBS .

Equity Ownership

• Pledging/hedging: No pledging or hedging disclosures specific to Mr. Millerchip were noted; the Company maintains stock ownership and retention guidelines for directors .
• Ownership guideline compliance: Newly appointed director; compliance status not disclosed .

Governance Assessment

• Independence and governance quality: Determined independent; joins a Board with strong governance practices including separated Chair/CEO roles, independent committees, executive sessions, and annual effectiveness reviews—supportive of investor confidence .
• Committee impact potential: Given CFO background and risk/finance experience, likely future contributions to Audit or Financial Risk oversight; current committee assignments not yet made .
• Alignment and incentives: As a new appointee, he will not receive the annual restricted stock grant for the current term and currently reports no share ownership; near-term alignment relies on cash retainer and future equity cycles under director ownership guidelines .
• Shareholder signals: Say-on-pay support at ~96.6% in 2024 indicates constructive shareholder engagement and compensation governance; the Compensation Committee uses independent consultants and stable peer groups—positive for governance credibility .

Watch items / potential RED FLAGS

• Ownership alignment pending: No reported SLM share ownership as of April 21, 2025, and no equity grant for the current term; monitor for guideline-driven accumulation in subsequent cycles .
• Overboarding risk oversight: As an executive officer at a public company, adherence to SLM’s guideline limiting service beyond employer’s board and SLM’s board is noted; continue to monitor total external commitments and committee workload once assigned .
• Related-party/transactions: Company disclosed no related party transactions for Mr. Millerchip; maintain surveillance for any future interactions with Costco or prior affiliations .