ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
APPOINTMENT OF NEW DIRECTOR
On November 16, 2022, the Board of Directors (the "Board") of SLM Corporation
(the "Company") appointed R. Scott Blackley as a director of the Company,
effective immediately. Mr. Blackley has also been appointed to the board of
directors of Sallie Mae Bank, the Company's Utah industrial bank subsidiary. In
connection therewith, the Board also determined Mr. Blackley to be independent
and increased the number of Board seats from eleven to twelve. In addition, Mr.
Blackley has been appointed to the Board's Audit Committee and Operational and
Compliance Risk Committee.
Mr. Blackley joins the Board with decades of experience in financial services,
risk management, strategy, and operations. He has served as the Chief Financial
Officer of Oscar Health, Inc. ("Oscar") since March 2021, and effective December
1, 2022, he will step into a new role at Oscar as its Chief Transformation
Officer overseeing operations, corporate strategy, and the company's +Oscar
business. Mr. Blackley previously served as Chief Financial Officer of Capital
One Financial Corporation ("Capital One"), a Fortune 100 tech-enabled financial
services firm, from May 2016 to March 2021. Prior to that, he served as Capital
One's Controller from March 2011 to March 2017 and as its Principal Accounting
Officer from July 2011 to May 2017. Before joining Capital One, Mr. Blackley
held executive positions at Fannie Mae and senior roles in consulting and public
accounting, including an appointment to the U.S. Securities and Exchange
Commission as a Professional Accounting Fellow and as a Partner with KPMG, LLP.
Mr. Blackley holds a Bachelor of Science degree in Accounting from the
University of Utah.
Mr. Blackley's compensation for his service as a director will be consistent
with that of the Company's other non-employee directors, except that (i) his
compensation will be prorated to reflect the portion of the period remaining in
the current director and respective committee membership terms and (ii) he will
not receive the Company's annual Board member equity award of restricted stock
for the current director term.
A copy of the press release announcing Mr. Blackley's appointment is included
with this Form 8-K as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
Exhibit
Number Description
99.1* Press Release, dated November 16, 2022
104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Furnished herewith.
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