Kerri Palmer

About Kerri Palmer

Kerri A. Palmer is Executive Vice President, Chief Operational Officer of SLM Corporation and President of Sallie Mae Bank; she has held this role since January 2023 after serving as Chief Risk Officer (April 2022–January 2023) and Chief Risk & Compliance Officer (January 2021–April 2022). She is 54 years old and is credited in 2024 with driving transformation across operations, technology, credit, and security, strengthening underwriting and collections, and elevating data-driven decisioning; company incentive outcomes tied to performance included a 150% AIP funding score and 2022 PSU vesting at 170% of target based on relative TSR (85th percentile), with a one-year hold on vested PSUs until February 24, 2026 .

Past Roles

External Roles

• No external public company board roles disclosed for Ms. Palmer in the DEF 14A reviewed; section lists current executive officers and director ownership, with no external appointments for Palmer .

Fixed Compensation

Multi-year compensation (performance-year basis, as reported in Summary Compensation Table):

All Other Compensation detail (FY 2024):

Base salary and target annual incentive (AIP):

• 2024 base salary remained $566,500; target AIP increased from 135% to 150% of base salary in February 2024 to maintain market competitiveness and further tie pay to performance .

Performance Compensation

2024 AIP design and outcomes:

• Funding metrics and weights: Adjusted Income Per Share (40%), Loan Originations (25%), Adjusted Non-interest Expenses (20%), Net Charge-offs (15). Pool funded at 150% based on actual results .

AIP payout for Palmer (2024):

• Target AIP: 150% of base salary; target amount $849,750; actual cash payout $1,572,038 .

2024 LTIP grants (50% RSUs, 50% PSUs for NEOs, vesting and hold requirements):

• RSUs vest in one-third increments over three years; PSUs cliff vest in 2027 based on relative TSR with a one-year holding period .

PSU performance framework and realized outcomes:

• Payout schedule (relative TSR vs peer group): 0% at <25th percentile, 50% at 25th, 100% at 50th, 150% at 75th, 200% at 100th; 2022 PSUs vested at 170% of target (approx. 85th percentile), with shares subject to a one-year holding period until February 24, 2026 .
• 2022 PSU vesting for Palmer: target 19,876 shares; actual 33,789 shares including DEUs .

Option exercises and stock vested (FY 2024):

• Options exercised: none; shares vested: 76,235; value realized on vesting: $1,521,598 .

Equity Ownership & Alignment

Beneficial ownership (record date April 21, 2025):

Unvested RSUs schedule (as of 12/31/2024):

Unvested PSUs (target) and vesting cadence:

Options:

• 100% of options vested on February 5, 2024 (premium-priced at 15% above grant-date close) .
• Hedging and pledging of company stock are prohibited; executives must comply with stock ownership guidelines .
• Ownership guidelines: EVP requirement is 3x base salary; all current NEOs were in compliance as of December 31, 2024 .

Employment Terms

Offer letter (January 7, 2021):

Severance plans and change-in-control economics:

• Executive Severance Plan (effective June 18, 2024): On a Qualifying Termination (without cause / good reason / job abolishment), EVPs receive 1.0x (multiplier) times base salary plus target AIP, lump sum; plus COBRA subsidy and outplacement, subject to release and restrictive covenants .
• Change-in-Control (CIC) Severance Plan (effective June 18, 2024): On CIC with termination (double-trigger within 6 months before or 24 months after CIC), multiplier is 2.0x for EVP-level, applied to base salary plus target bonus, plus COBRA subsidy and outplacement; equity may accelerate if not assumed by the surviving entity, with PSUs measured at greater of target or actual performance .
• Governance features: double-trigger requirement; clawback/adjustment standards applicable; no excise tax gross-ups; hedging/pledging prohibited .

Potential payments (as of 12/31/2024; closing price $27.58):

Compensation Structure Analysis

• Mix and leverage: Significant at-risk pay via AIP and PSUs; NEO LTIP split 50% RSUs and 50% PSUs in 2024; CEO has higher PSU weight (60%) to further align with TSR outcomes .
• Metric rigor: AIP funded on four quantitative metrics with capped total at 150%; CRO reviews ensure plans are risk-sensitive and do not encourage excessive risk-taking; 2024 AIP risks assessed within manageable bounds .
• Clawbacks and governance: Clawback and Adjustment Standard enable recoupment for misconduct or restatements; hedging/pledging prohibited; no excise tax gross-ups; double-trigger CIC protections .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval was approximately 96.6%, reflecting support for performance-based design and higher PSU weightings; Board maintains annual say-on-pay practice .

Investment Implications

• Alignment: Strong pay-for-performance with AIP grounded in EPS, originations, expense control, and charge-offs; long-term PSUs tied solely to relative TSR, with 2022 award vesting at 170% (top-quartile performance) and mandatory one-year hold—supportive of shareholder alignment and reduced near-term selling pressure from PSU vesting .
• Retention and risk: Double-trigger CIC and quantified severance (2.0x for EVP; 1.0x under non-CIC plan) provide continuity while avoiding single-trigger windfalls; strict hedging/pledging bans and clawbacks mitigate governance risk .
• Potential selling pressure windows: RSUs vest annually through 2025–2027; 2022 PSUs vested in Feb 2025 with hold to Feb 2026; monitor trading windows around scheduled RSU/PSU vest dates and potential tax-related sales, noting ownership guideline compliance .
• Execution track record: Palmer’s remit spans operations, technology, credit, security, and collections; 2024 achievements and AIP outcomes indicate operational rigor and risk discipline that aligns with SLM’s strategy to grow originations while managing credit performance—supportive of continued TSR-based value creation .