UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
On January 9, 2023, the Board of Directors of SLM Corporation approved the appointment of Kerri A. Palmer, age 52, as SLM Corporation’s Executive Vice President and Chief Operational Officer, effective as of January 9, 2023. In connection with this appointment, Daniel P. Kennedy ceased serving in that role.
Ms. Palmer also was appointed as the President and Chief Operational Officer of Sallie Mae Bank, and she has ceased serving as Chief Risk Officer of SLM Corporation and Sallie Mae Bank. As a result, Mr. Kennedy has ceased serving as President and Chief Operational Officer of Sallie Mae Bank. At this time, Mr. Kennedy’s new title is Executive Vice President, SLM Corporation, a role that he will continue to have until his expected departure from SLM Corporation.
Prior to Ms. Palmer’s new appointment on January 9, 2023, she served as Executive Vice President and Chief Risk Officer, SLM Corporation and Sallie Mae Bank from April 2022 to January 2023. Previously, Ms. Palmer served as Executive Vice President and Chief Risk and Compliance Officer, SLM Corporation and Sallie Mae Bank from January 2021 to April 2022. Prior to that, she served as Senior Vice President, Risk Management, Capital One from 2013 to January 2021. In addition, Ms. Palmer served as Managing Vice President and Business Chief Risk Officer, Auto Finance and Mortgage, Capital One from 2008 to 2013.
There are no family relationships between Ms. Palmer and any director or other executive officer of SLM Corporation, and Ms. Palmer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Ms. Palmer’s appointment is furnished with this Form 8-K as Exhibit 99.1. The press release at Exhibit 99.1 and incorporated by reference herein is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) EXHIBITS
| Exhibit |
Description | |
| 99.1* | Press Release, dated January 10, 2023 | |
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL) | |
| * | Furnished herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SLM CORPORATION | ||||||
| Date: January 10, 2023 | By: | /s/ Nicolas Jafarieh | ||||
| Nicolas Jafarieh | ||||||
| Executive Vice President and Chief Legal, Government Affairs, and Communications Officer | ||||||
|
Exhibit 99.1
News Release For Immediate Release
Sallie Mae Names Kerri Palmer Chief Operational Officer, and President of Sallie Mae Bank
Palmer’s Previous Service as the Company’s Chief Risk Officer is Expected to Further Strengthen Credit Operations
NEWARK, Del., Jan. 10, 2023 — Sallie Mae® (Nasdaq: SLM), formally SLM Corporation, has named Kerri Palmer Chief Operational Officer, and President of Sallie Mae Bank. Palmer is a member of the company’s leadership team, most recently serving as Chief Risk Officer. She succeeds Dan Kennedy, who has served as Chief Operational Officer since August 2020 and Bank President since January 2021.
As Chief Operational Officer, and President of Sallie Mae Bank, Palmer will be accountable for credit performance with direct responsibility for the company’s underwriting, credit administration, and collections functions. She will also be responsible for operational efficiency and effectiveness, overseeing customer service, technology, retail deposits, and other key functions. As Bank President, she will be accountable for maintaining strong relationships with regulators.
Palmer joined Sallie Mae in 2021 and led efforts to further enhance the company’s risk and compliance function. She previously served as senior vice president of risk management at Capital One. An industry veteran, she brings more than 20 years of experience in risk assessment and management, regulatory compliance, process improvement, operations leadership, and change management to her new role.
“During her tenure with Sallie Mae, Kerri has proven herself as an excellent risk management and operational leader who can drive meaningful performance improvement with a focus on strategy, talent, and process,” said Jon Witter, CEO, Sallie Mae. “These skills are always important, but even more so during uncertain economic times like the ones we are experiencing today.”
Palmer earned a Bachelor of Arts in mathematics and economics from Wheaton College (MA), and a Master of Science in statistics from Texas A&M University.
For more information visit www.salliemae.com.
***
Sallie Mae (Nasdaq: SLM) believes education and life-long learning, in all forms, help people achieve great things. As the leader in private student lending, we provide financing and know-how to support access to college and offer products and resources to help customers make new goals and experiences, beyond college, happen. Learn more at SallieMae.com. Commonly known as Sallie Mae, SLM Corporation and its subsidiaries are not sponsored by or agencies of the United States of America.
Contact: Rick Castellano 302.451.2541 rick.castellano@salliemae.com |