Janaki Akella
SLMAbout Janaki Akella
Independent director of SLM Corporation (Sallie Mae) since 2024, with over two decades in technology, data strategy, and growth leadership. Prior roles include senior leadership at Google (Search, Cloud, Ads Privacy/Safety) and Partner at McKinsey; she is designated “Dr.”, indicating doctoral-level credentials. She is independent under NASDAQ standards and serves on SLM’s Audit Committee; she qualified as a Board “Risk Management Expert” under Dodd‑Frank criteria. She attended 70% of aggregate Board/committee meetings in 2024 due to an immediate family death (would otherwise have met 75%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google LLC | Chief of Business Operations; Director, Ads Privacy & Safety; Head of Digital Transformation (Cloud); Chief of Staff for Search | 2017–2023 | Technology governance, privacy/safety leadership; digital/cloud transformation. |
| McKinsey & Company | Partner; Associate Principal; Engagement Manager; Associate/Senior Associate | 1999–2016 | Advised on IT/data strategy and growth across industries. |
| Hewlett‑Packard | Engineer Scientist and Technical Contributor | 1993–1998 | Technical contributor; engineering background. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southern Company (NYSE: SO) | Director | 2019–present | Public company directorship (utilities). |
| Sallie Mae Bank (wholly-owned subs.) | Director | 2024–present | Subsidiary board service. |
| Fractal.ai | Director | 2024–present | Private technology/AI. |
| averQ, Inc. | Director | 2023–present | Private technology. |
Board Governance
- Independence: Independent director; all standing risk and audit committees comprised solely of independents.
- Committee assignments (SLM Board, 2024):
- Audit Committee: Member; Audit Committee report lists Akella as a member with Chair R. Scott Blackley. Audit met 8 times in 2024.
- Operational & Compliance Risk Committee: Member; met 9 times in 2024.
- Designations: Risk Management Expert under Dodd‑Frank (Board‑determined).
- Attendance: 70% aggregate Board/committee attendance in 2024 due to an unexpected immediate family death; directors are expected to attend annual meetings (12/12 attended in 2024).
- Board leadership and process: Independent Board Chair; executive sessions at each regular Board and committee meeting; annual effectiveness reviews; director limit of ≤3 other public boards (more restrictive for sitting public company executives).
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $82,500 | $144,985 (restricted stock) | $20 (life insurance premium) | $227,505 |
Director compensation elements (program-wide):
- Annual cash retainer: $70,000; Board Chair additional $125,000.
- Committee retainers: Audit Chair $30,000; Compensation Chair $25,000; Nominations Chair $20,000; Financial/Operational & Compliance Risk Chairs $20,000; Audit member $15,000; Compensation member $12,500; Nominations member $10,000; Financial/Operational & Compliance Risk members $10,000.
- Equity: $145,000 restricted stock award to each non-employee director, vesting at the 2025 annual meeting; cap of $750,000 total director pay per year under the plan.
Performance Compensation
| Instrument | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock | 2024-06-18 | 7,069 shares | $144,985 | Vests in full at 2025 annual meeting if still incumbent | None (time-based only) |
Notes:
- Directors may elect shares in lieu of cash for retainers; several peers did (Blackley, Lavelle, Manvitz), but Akella’s 2024 fees show cash paid.
- No options or PSUs granted to directors in 2024; director equity is time-based restricted stock.
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Southern Company | Utilities | Director | No related-party transactions disclosed involving Akella; SLM’s policy governs >$120k RPTs and Reg O lending. |
Expertise & Qualifications
- Technology/data/AI governance, cybersecurity, and digital transformation experience from Google and HP; board technology oversight and operations strategy.
- Strategy consulting (McKinsey) across financial services and operations; designated “Risk Management Expert.”
- Public company board experience (Southern Company).
Equity Ownership
| Holder | Direct Shares | Options (Exercisable) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Janaki Akella | 7,170 | — | 7,170 | <1% |
Additional director equity detail:
- Restricted stock outstanding (including DEUs) as of 12/31/2024: 7,138 shares for Akella.
- Director stock ownership guidelines: 5× annual cash Board retainer; all then-current directors compliant or tracking to compliance within 5 years.
- Hedging/pledging prohibitions apply to directors under the Securities Trading Policy.
Governance Assessment
- Board effectiveness: Akella strengthens SLM’s audit oversight and non-financial risk governance with deep tech and data privacy experience; Audit Committee membership is aligned with SLM’s risk profile.
- Alignment: Director pay is modest and equity-heavy (time-based restricted stock that vests at the next annual meeting), supporting alignment without short-term performance gaming.
- Independence and safeguards: Independent director; independent chair structure; regular executive sessions; robust clawback framework for executives and strict hedging/pledging bans for directors.
- Attendance/engagement: She fell below the 75% threshold in 2024 due to a documented immediate family emergency (70%); the Board notes she would have met expectations absent the event. This is a contextual “yellow flag,” mitigated by cause disclosure.
- Shareholder signals: Strong say‑on‑pay support (96.6% in 2024) and sustained TSR outperformance vs. peer group bolster governance confidence.
RED FLAGS
- 2024 attendance below policy threshold (70%) due to family emergency; monitor 2025 attendance for normalization.
Related-party/conflict review
- SLM discloses a formal RPT policy (>$120k, committee review) and Regulation O controls; no specific related-party transactions involving Akella are disclosed in the proxy. Continue monitoring future proxies/8‑Ks.