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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