Henry Greig
SLMAbout Henry Greig
Independent director appointed to SLM’s Board on January 12, 2025, with decades of leadership in credit and risk management across consumer finance. He previously served as Synchrony Financial’s Chief Risk Officer and Chief Credit Officer and held senior risk roles at GE Capital. Greig holds a BA in Mathematics (Bowdoin College) and an MS in Applied Mathematics (Rensselaer Polytechnic Institute). He is also a director of Sallie Mae Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synchrony Financial | Executive Vice President; Chief Credit Officer; Chief Risk Officer | 2014–2023 (CRO 2014–2017; CCO 2017–2022; EVP 2023) | Led enterprise risk and credit functions; complements SLM’s risk oversight needs |
| GE Capital (Retail Finance North America) | SVP & Chief Risk Officer; VP Risk roles | 2002–2014 (SVP/CRO 2010–2014) | Helped build independent risk management for Synchrony’s spin-out as a standalone public company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sallie Mae Bank | Director | 2025–present | Bank board oversight aligned with SLM board committees |
- No other public company directorships disclosed in SLM’s proxy.
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent upon appointment; all non-management nominees other than CEO are independent. |
| Board service start | January 12, 2025. |
| Committee assignments | Financial Risk Committee member since appointment. |
| Board attendance context | Board met 14 times in 2024; all incumbents met ≥75% attendance except one due to a family emergency; 12/12 directors attended the June 2024 annual meeting. (Greig joined in 2025.) |
| Director election results (2025) | See table below |
Director election votes (2025 Annual Meeting):
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Henry F. Greig | 188,336,940 | 105,982 | 60,636 | 6,905,267 |
Say‑on‑pay and shareholder feedback:
- 2024 say‑on‑pay approval: 96.6% support.
- Historical say‑on‑pay approvals: 94.4% (2020), 89.3% (2021), 98.6% (2022), 98.1% (2023), 96.6% (2024).
- 2025 say‑on‑pay votes: For 186,740,059; Against 1,659,282; Abstain 104,217; Broker non‑votes 6,905,267.
Fixed Compensation
Structure for non‑employee directors (2024 program; Greig’s compensation is pro‑rated from Jan 2025 and, per 8‑K, excludes the annual equity award for the current term):
| Component | Amount | Notes |
|---|---|---|
| Board retainer (cash) | $70,000 | Directors may elect shares in lieu of cash; fees paid quarterly. |
| Board Chair retainer | $125,000 | Not applicable to Greig. |
| Committee chair retainers | Audit $30,000; Compensation $25,000; Nominating $20,000; Financial Risk $20,000; Operational & Compliance Risk $20,000 | |
| Committee member retainers | Audit $15,000; Compensation $12,500; Nominating $10,000; Financial Risk $10,000; Operational & Compliance Risk $10,000 | Financial Risk Committee membership applies to Greig. |
| Director equity grant (restricted stock) | $145,000 grant ($144,985 fair value) | Vests at 2025 Annual Meeting; forfeited if service ends before vesting (except death/disability/CoC). |
| Deferral plan | Directors may defer retainers into a Director Deferral Plan; no active participation in 2024. | |
| Annual comp cap | Max $750,000 in aggregate cash+equity per calendar year under 2021 Plan. | |
| Greig appointment terms | Pro‑rated compensation; will not receive the Company’s annual Board member restricted stock award for the current term noted in 8‑K. |
Performance Compensation
Director equity is time‑based (no performance metrics). Greig’s 2025 equity transactions per Form 3/4:
| Date | Type | Shares | Price | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|
| 2025‑01‑12 | Form 3 | — | — | 0 | https://www.sec.gov/Archives/edgar/data/1032033/000162828025001493/0001628280-25-001493-index.htm |
| 2025‑06‑17 | Form 4 (A‑Award; Common Stock) | 5,281 | $0 | 5,281 | https://www.sec.gov/Archives/edgar/data/1032033/000162828025032378/0001628280-25-032378-index.htm |
| 2025‑09‑17 | Form 4 (A‑Award; Common Stock) | 889 | $0 | 6,194.6421 | https://www.sec.gov/Archives/edgar/data/1032033/000162828025042166/0001628280-25-042166-index.htm |
- Non‑employee director equity grants generally vest upon the next Annual Meeting; no TSR/financial metric applies to director awards.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond SLM/Sallie Mae Bank. |
| Related party transactions | 8‑K states Greig has no direct or indirect material interest in any transaction requiring Item 404(a) disclosure. |
| Related party policy | Nominating & Governance Committee oversees and approves RPTs >$120,000; Regulation O applied at Bank. |
Expertise & Qualifications
- Risk management and credit leadership across consumer finance; CRO/CCO experience at Synchrony; senior risk leadership at GE Capital.
- Quantitative academic credentials (Mathematics, Applied Mathematics).
- Aligns with SLM’s committee risk oversight focus (Financial Risk Committee membership).
Equity Ownership
| As‑of | Shares Owned | Options | Total Beneficial Ownership | % of Class | Source |
|---|---|---|---|---|---|
| Record date 2025‑04‑21 | — | — | — | * | |
| After 2025‑06‑17 award | 5,281 | — | 5,281 | — | https://www.sec.gov/Archives/edgar/data/1032033/000162828025032378/0001628280-25-032378-index.htm |
| After 2025‑09‑17 award | 6,194.6421 | — | 6,194.6421 | — | https://www.sec.gov/Archives/edgar/data/1032033/000162828025042166/0001628280-25-042166-index.htm |
- Hedging and pledging are prohibited for directors, executive officers, and senior management.
- Director stock ownership guideline: within five years of initial election, own SLM common stock valued at 5x the annual Board cash retainer.
Governance Assessment
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Independence and appointment: Determined independent; appointed Jan 12, 2025; immediately placed on Financial Risk Committee, aligning his risk specialization with board needs.
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Engagement/vote of confidence: Strong shareholder support in June 2025 election (188.3M for vs. 106k against), signaling investor confidence in board composition.
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Pay/structure quality: Director comp uses modest cash retainers and time‑based equity; no options granted to directors in 2024; annual comp caps enforced; deferral optional.
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Alignment: Ownership started at zero at record date (new director) and increased via awards in June and September 2025; director ownership guideline (5x retainer in 5 years) provides a path to alignment. https://www.sec.gov/Archives/edgar/data/1032033/000162828025032378/0001628280-25-032378-index.htm https://www.sec.gov/Archives/edgar/data/1032033/000162828025042166/0001628280-25-042166-index.htm
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Conflicts/red flags: No Item 404(a) related‑party interests upon appointment; company prohibits hedging/pledging; robust RPT oversight via Nominating & Governance Committee; no director option repricing; no tax gross‑ups indicated for directors.
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Board quality context: High board independence; clear committee risk oversight mandates; separated Chair and CEO roles; routine executive sessions and annual effectiveness reviews.