Kirsten Wolberg
SLMAbout Kirsten O. Wolberg
Independent director since November 2016; age 57. Former Chief Technology & Operations Officer at DocuSign, with prior senior technology roles at PayPal, Salesforce, and Charles Schwab. Currently chairs SLM’s Preferred Stock Committee and is recognized as a Risk Management Expert under Dodd-Frank, bringing deep technology, cybersecurity, and financial services operations expertise to the board . She is an independent director under NASDAQ standards, as are all non-employee nominees at SLM . Age and director-since details appear in SLM’s 2025 proxy PDF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DocuSign | Chief Technology & Operations Officer | 2017–2021 | Led enterprise tech and operations transformation |
| PayPal | VP, PayPal Separation Executive; VP, Technology | 2012–2017 | Drove separation and platform initiatives |
| Salesforce.com | Chief Information Officer | 2008–2011 | CIO with focus on scale and reliability |
| Charles Schwab & Co. | Vice President, Corporate Technology | 2001–2008 | Financial services tech leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dynatrace, Inc. (public) | Director | 2021–present | Current public company directorship |
| CalAmp Corp. (public) | Director | 2020–2024 | Former public company director |
| Silicon Graphics International (public) | Director | 2016 | Former public company director |
| Epidemic Sound | Director | 2021–present | Private company board |
| Pryon | Director | 2021–present | Private company board |
| Pie Insurance | Director | 2021–present | Private company board |
| Duco Technology Limited | Director | 2020–2021 | Former private company board |
| Year Up | Director | 2008–2021 | Non-profit board |
| Jewish Vocational Services | Director | 2014–present | Non-profit board |
| Sallie Mae Bank | Director | 2016–present | SLM’s bank subsidiary board |
Board Governance
- Committee assignments: Nominations & Governance (member), Operational & Compliance Risk (member), Preferred Stock (Chair) .
- Risk credentials: Designated “Risk Management Expert” (Dodd-Frank) alongside several directors .
- Independence: All nominees except the CEO are independent; Wolberg is independent .
- Attendance: Board met 14 times in 2024; all incumbents except one director (Akella) met 75%+ attendance; Annual Meeting attendance was 12 of 12 directors (Wolberg included) .
- Committee meeting cadence (2024): Nominations & Governance (7), Operational & Compliance Risk (9), Preferred Stock (1) .
- Board leadership: Independent Chair; executive sessions held regularly; majority independent board .
Fixed Compensation (Director)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $91,250 |
| Stock Awards ($) | $144,985 (restricted stock) |
| All Other Compensation ($) | $20 |
| Total ($) | $236,255 |
Director program structure:
- Annual cash retainers: Board $70,000; Chair $125,000; committee chair/membership fees per charter (Audit Chair $30,000; Compensation Chair $25,000; Nominations Chair $20,000; Financial Risk Chair $20,000; Operational & Compliance Risk Chair $20,000; Audit member $15,000; Compensation $12,500; Nominations $10,000; Financial Risk $10,000; Operational & Compliance Risk $10,000) .
- Equity: 2024 restricted stock grant of 7,069 shares per director (grant date 6/18/2024; fair value $144,985; vests at the 2025 Annual Meeting) .
- Cap: Non-employee director aggregate equity+cash compensation cannot exceed $750,000 in any calendar year under the 2021 Plan .
Performance Compensation (Director)
| Performance Metric | Structure | Payout Determination |
|---|---|---|
| Equity vesting | Time-based restricted stock; vests at 2025 Annual Meeting if incumbent | No performance conditions; annual director grants vest time-based |
No director performance-based metrics (e.g., TSR-linked PSUs) are disclosed for non-employee directors; equity grants are time-based and forfeitable on departure (except for death/disability/change in control) .
Other Directorships & Interlocks
- Current public board service limited to Dynatrace; within SLM’s guideline that directors not serve on more than three other public company boards (and executives only on their employer’s board plus SLM’s) .
- No related party transactions disclosed involving Wolberg; Related Party Transactions are reviewed by the Nominations & Governance Committee under a written policy and Regulation O compliance for bank lending .
Expertise & Qualifications
- Technology and cybersecurity leadership across financial services and enterprise software; contributes to risk oversight, operations, and IT governance .
- Risk Management Expert designation under Dodd-Frank .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Kirsten O. Wolberg | 72,244 | <1% |
Additional director equity detail:
- Restricted stock outstanding (including DEUs) at 12/31/2024: 7,138 shares for Wolberg .
- Insider trading policy prohibits hedging/pledging and short transactions for directors; no margin or collateral pledging of SLM stock permitted .
- Director stock ownership guideline: Own SLM stock equal to 5x annual Board cash retainer within 5 years; all then-current directors were compliant or expected to achieve compliance within the period .
Insider transactions:
- Form 4 (June 20, 2025): Wolberg acquired 5,281 shares of restricted common stock on June 17, 2025, issued as part of annual director retainer equity .
Governance Assessment
- Strengths: Independent director; Risk Management Expert; robust committee service (Nominations & Governance, Operational & Compliance Risk), chairing Preferred Stock; strong attendance; clear prohibitions on hedging/pledging; director equity aligns interests via ongoing stock ownership and annual restricted stock awards .
- Alignment: Beneficial ownership of 72,244 shares; annual equity grants vesting at Annual Meeting; stock ownership guidelines promote long-term alignment .
- Shareholder signals: Company-level say-on-pay received 96.6% approval in 2024, indicating broad investor support for compensation governance ; three-year TSR of 51.23% through 12/31/2024 vs. peer group 4.83% .
- Potential conflicts: None disclosed; related-party transactions subject to committee oversight; no director-specific related-party exposure reported .
RED FLAGS
- None identified in filings for Wolberg: no pledging/hedging, no related-party transactions, and attendance thresholds met .
Notes
- Committee memberships and meeting counts reflect 2024 composition; Wolberg’s chair role is Preferred Stock Committee; Risk oversight roles and independence status per board disclosures .
- Director compensation and equity grants are standardized across non-employee directors per program description .