SLM CORPORATION (NASDAQ:ISM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

APPOINTMENT OF NEW DIRECTOR

On April 1, 2019, the Board of Directors (the “Board”) of SLM Corporation (the “Company”) appointed Mark L. Lavelle as a director of the Company, effective immediately. He 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. Lavelle to be independent and increased the number of Board seats from twelve to thirteen. At this time, Mr. Lavelle has not been appointed to any of the Board’s committees.

Mr. Lavelle currently serves as a senior vice president of commerce cloud at Adobe Inc. He previously served as chief executive officer of Magento Commerce and has also held roles at eBay Enterprise where he was senior vice president of product and eBay Inc. where he was senior vice president of strategy and partnerships. Prior to that, Mr. Lavelle served as senior vice president of strategy and business development at PayPal, Inc. and was co-founder and vice president of corporate development for Bill Me Later, Inc.

Mr. Lavelle has over twenty years of experience developing and scaling businesses at the intersection of commerce, information and Internet technology. His background includes successfully developing and executing global growth strategies, acquisitions and joint ventures, corporate spin-outs, startup fundraising and investing.

Mr. Lavelle’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 term 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. Lavelle’s appointment is included with this Form 8-K as Exhibit 99.1.

DIRECTOR’S DECISION NOT TO STAND FOR RE-ELECTION

On March 29, 2019, Jed H. Pitcher, a director of the Company, notified the Company that he will not stand for re-election to the Company’s Board at the Company’s next annual meeting of stockholders to be held on June 20, 2019. Mr. Pitcher will continue to serve as a director until such meeting. His decision to not stand for re-election to the Board is solely for personal reasons and time considerations, and is not the result of any disagreement with the Company’s operations, policies or procedures, or any disagreements in respect of accounting principles, financial statement disclosure, or any issue impacting on the Audit Committee. In connection with Mr. Pitcher’s decision not to stand for re-election, on April 1, 2019, the Board adopted a resolution decreasing the size of the Board from thirteen directors to twelve directors, effective as of the end of Mr. Pitcher’s term.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

Exhibit NumberDescription

*Furnished herewith.

SLM Corp Exhibit
EX-99.1 2 slm99104032019.htm EXHIBIT 99.1 Exhibit Exhibit 99.1                          NEWS RELEASEFOR IMMEDIATE RELEASE    SALLIE MAE APPOINTS MARK LAVELLE TO BOARD OF DIRECTORS NEWARK,…
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