Jim Matheson
SLMAbout Jim Matheson
Independent director at SLM and Chair of the Nominations and Governance Committee. CEO of the National Rural Electric Cooperative Association since 2016 with deep public policy and regulatory experience; previously a Member of the U.S. House of Representatives (2001–2015) and a principal at Squire Patton Boggs (2015–2016). Serves on the Sallie Mae Bank board and brings governance and public affairs expertise to oversight of related-party transactions and political activity. Tenure on SLM board is current; bank board service since 2015 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Rural Electric Cooperative Association | Chief Executive Officer | 2016–present | Executive leadership; public policy stakeholder engagement |
| Squire Patton Boggs | Principal, Public Policy Practice | 2015–2016 | Regulatory and legislative advisory experience |
| U.S. House of Representatives | Member | 2001–2015 | Energy & Commerce, Science, Financial Services, Transportation committees; Chief Deputy Whip (2011–2015) |
| The Matheson Group | Founder | 1999–2000 | Strategy and advisory work |
| Energy Strategies, Inc. | Consultant | 1991–1998 | Energy sector analysis |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Sallie Mae Bank | Director | 2015–present | Subsidiary board interlock |
| Alliance to Save Energy | Director | 2024 | Non-profit board |
| U.S. Association of Former Members of Congress | Board Member | 2015–2022 | Non-profit board |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominations & Governance | Chair | 7 |
| Audit | Member | 8 |
- Independence: SLM’s board determined all nominees other than the CEO are independent; Matheson is listed as Independent .
- Attendance: Board met 14 times in 2024; all incumbent directors met the 75% attendance threshold except one director (Akella) due to a family emergency; 12/12 then-serving directors attended the June 2024 annual meeting .
- Executive sessions: Each regular board and committee meeting generally concludes with an independent director executive session .
- Board leadership: Independent Board Chair; no Lead Independent Director given independence of the Chair .
Fixed Compensation
| Year | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 144,985 | 245,005 |
- Program elements: Annual cash retainers—Board $70,000; N&G Chair $20,000; Audit membership $15,000; other committee membership/chair fees per schedule .
- No meeting fees; directors may elect stock in lieu of cash for retainers; grants sized at ~$145,000 restricted stock vesting at the 2025 annual meeting .
Performance Compensation
| Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jun 18, 2024 | Restricted Stock | 7,069 | 144,985 | Vests at 2025 Annual Meeting |
- Outstanding as of Dec 31, 2024: 7,138 restricted shares (including dividend equivalent units) .
- No performance-conditioned director equity; awards are time-based restricted stock .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock Risk |
|---|---|---|---|
| None disclosed beyond SLM/Sallie Mae Bank | — | — | No public company directorships disclosed; limited interlock risk . |
Expertise & Qualifications
- Public policy and regulatory: 14 years in Congress and leadership roles, directly relevant to SLM’s government affairs and compliance oversight .
- Governance: Chairs the Nominations & Governance Committee, overseeing board effectiveness, self-assessments, and related-party transaction approval processes .
- Financial services oversight: Audit Committee membership supports financial reporting and controls oversight .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Unvested Restricted Shares |
|---|---|---|---|
| Jim Matheson | 97,760 | <1% | 7,138 |
- Shares outstanding at record date: 209,856,503 .
- Director stock ownership guidelines: 5x annual cash retainer within five years; as of Dec 31, 2024, all then-current directors were compliant or on track within the window .
- Hedging/pledging: Prohibited for directors and senior management .
- Section 16 reporting: All required insider reports filed timely in 2024 .
Governance Assessment
- Committee assignments and chair role: As N&G Chair and Audit member, Matheson is positioned to influence board composition, independence standards, and related-party oversight; structure aligns with NASDAQ independence requirements .
- Independence and attendance: Independent status affirmed; attendance met company threshold, supporting engagement and board effectiveness .
- Compensation alignment: Director pay mix balances cash and equity with vesting aligned to annual meeting; ownership guidelines strengthen alignment; no options granted to directors in 2024 .
- Potential conflicts: No related-party transactions disclosed involving Matheson; N&G process requires committee review and board approval for any such transactions over $120,000, with Regulation O controls at the bank subsidiary .
- Shareholder signals: Say-on-Pay support at 96.6% in 2024 suggests broad investor confidence in compensation governance; five-year history ≥89% reinforces this signal .
- Risk controls: Robust clawback policies, insider trading restrictions (hedging/pledging bans), and frequent executive sessions bolster oversight and investor alignment .