Mark Lavelle
SLMAbout Mark L. Lavelle
Independent director of SLM Corporation and Chair of the Compensation Committee. Lavelle brings two decades of fintech, e‑commerce, and payments operating experience (PayPal, eBay, Magento, Adobe) and is designated a Risk Management Expert under Dodd‑Frank by SLM’s Board . He has served on the Sallie Mae Bank board since 2019 and is currently a director of SLM Corporation; the Board deems him independent under NASDAQ standards . Lavelle beneficially owns 72,160 SLM shares and, like all directors, is covered by SLM’s hedging/pledging prohibitions and director stock ownership guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maergo (formerly X Delivery) | Chief Executive Officer | 2021–2024 | Led scaling in logistics/e‑commerce ecosystem |
| Deep Lake Capital | Chairman & Chief Executive Officer | 2021–2024 | Built and led investment/operating platform |
| Adobe Inc. | SVP, Commerce Cloud | 2018–2019 | Oversaw Adobe’s commerce platform post‑Magento acquisition |
| Magento Commerce | Chief Executive Officer | 2015–2018 | CEO through growth and sale to Adobe |
| eBay Enterprise | SVP, Product | 2013–2015 | Product leadership for enterprise commerce solutions |
| eBay, Inc. | SVP, Strategy & Partnerships | 2012–2013 | Strategic partnerships across eBay ecosystem |
| PayPal, Inc. | SVP, Strategy & Business Development | 2009–2012 | Expanded payments partnerships/business lines |
| Bill Me Later, Inc. | Co‑Founder & VP, Corporate Development | 2001–2009 | Co‑founded key BNPL pioneer; corp dev lead |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sallie Mae Bank | Director | 2019–Present | Bank board service; all company directors also serve on Bank board |
| Armada Inc. | Director | 2018–Present | Board member (company not identified as public) |
| Second Chance | Director | 2008–Present | Non‑profit/organization board service |
Board Governance
- Committees and roles (2024):
- Compensation Committee – Chair (7 meetings in 2024)
- Nominations & Governance Committee – Member (7 meetings in 2024)
- Independence: Board determined all non‑management nominees (including Lavelle) are independent; all members of Audit, N&G, Compensation, and Financial Risk Committees are independent .
- Risk expertise: Board designated Lavelle a “Risk Management Expert” under Dodd‑Frank .
- Attendance: Board met 14 times in 2024; all incumbents met ≥75% attendance except one director (Akella); 12/12 attended the June 2024 annual meeting (Lavelle included among then‑serving members) .
- Leadership structure and oversight: Independent Board Chair; regular executive sessions; committee charters and responsibilities (Compensation oversees CEO/exec/director pay, plans, succession, human capital, and risk balancing in incentives) .
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $70,000 | Standard non‑employee director retainer |
| Compensation Committee – Chair retainer | $25,000 | Chair fee |
| Nominations & Governance – member retainer | $10,000 | Membership fee |
| Cash fees actually received (2024) | $0 | Lavelle elected to receive shares in lieu of cash |
Performance Compensation (Director Equity and Equity in Lieu of Cash)
| Grant/Type | Grant date | Terms | Amount/Price | Vesting |
|---|---|---|---|---|
| Annual director restricted stock award | 2024‑06‑18 | 7,069 shares; grant‑date fair value $144,985 | $20.51 per share; $144,985 total | Vests at 2025 Annual Meeting; forfeitable if service ends, except death, disability, change‑of‑control |
| Equity in lieu of cash retainers/fees (Q1/Q2) | 2024‑03‑20; 2024‑06‑20 | Shares issued in lieu of cash; director‑elected | Priced at $21.11; $20.67 | Immediate issuance; not performance‑based |
| Equity in lieu of cash retainers/fees (Q3/Q4) | 2024‑09‑18; 2024‑12‑18 | Shares issued in lieu of cash; director‑elected | Priced at $21.74; $26.87 | Immediate issuance; not performance‑based |
| Total 2024 director stock awards (reported) | 2024 | Stock awards value in Director Comp Table | $249,920 | Reported total includes annual grant and stock in lieu of cash |
| All other compensation | 2024 | Company‑paid life insurance premium | $20 | Standard for directors |
No stock options were granted to non‑employee directors in 2024 . No director meeting fees are listed; Preferred Stock Committee paid no fees in 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed for Lavelle in the proxy (public company directorships are flagged for other nominees when applicable) .
- Compensation Committee interlocks: None; no SLM executive served on another company’s board/compensation committee creating an interlock in 2024 .
Expertise & Qualifications
- Fintech/payments and e‑commerce operating leadership (PayPal, eBay, Magento, Adobe) .
- Risk management expertise designation by SLM’s Board under Dodd‑Frank .
- Strategy, partnerships, M&A, and scaling growth platforms .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 72,160 SLM shares (<1% of outstanding) |
| Unvested director stock awards outstanding (12/31/24) | 7,138 restricted shares (incl. DEUs) |
| Ownership guidelines | Directors expected to own shares ≥5x annual cash retainer within 5 years; all then‑current directors in compliance or on track as of 12/31/24 |
| Hedging/Pledging | Prohibited for directors; shorting, options, derivatives, and pledging banned |
| Deferred comp | Directors may defer retainers, but no non‑employee director actively participated in 2024 |
Governance Assessment
-
Positive signals
- Independent director; Chair of Compensation Committee; designated Risk Management Expert—strong alignment with oversight of exec pay, risk in incentives, and human capital .
- Investor support for pay program: 96.6% Say‑on‑Pay approval in 2024; ≥89% support in each of the last five years—constructive for comp oversight under his chairmanship .
- High engagement/attendance culture; Lavelle met the ≥75% standard; all directors attended the 2024 annual meeting .
- Ownership alignment: elected shares in lieu of cash (cash fees $0) and holds 72,160 shares; director ownership guidelines in place; hedging/pledging prohibited .
-
Watch items / conflicts
- No Lavelle‑specific related‑party transactions disclosed; SLM maintains formal related‑party policy and N&G oversight—low conflict risk based on disclosures .
- No public company interlocks; none disclosed for Compensation Committee .
- Director equity is time‑based (annual restricted stock); no director performance metrics—standard market practice but worth noting from a pay‑for‑performance lens for non‑employee directors .
-
Company performance context under current board composition
- Three‑year TSR of 51.23% (12/31/21–12/31/24), outperforming SLM’s peer group but below the S&P Supercomposite Consumer Finance sub‑industry index—board/comp oversight has coincided with strong absolute value creation .