Mary Franke
SLMAbout Mary Carter Warren Franke
Independent Board Chair of SLM; former Managing Director, Head of Corporate Marketing at JPMorgan Chase & Co.; age 67; director since April 2014. Core credentials: marketing leadership in financial services, board experience at Sallie Mae Bank, and designated Risk Management Expert per Dodd-Frank criteria.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Managing Director, Head of Corporate Marketing | 2007–2013 | Led corporate marketing; consumer finance brand strategy |
| Chase Card Services (JPMorgan) | EVP & Chief Marketing Officer | 1995–2007 | Built card marketing capabilities; customer acquisition/retention |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Sallie Mae Bank | Director | 2014–present | Bank board service; no separate compensation for Bank board per program |
| Investors Management Corporation | Director | 2021–present | Private company oversight (as disclosed) |
| The Warfield Fund | Director | 2007–present | Non-profit leadership |
| Saint Mary’s School | Director | 2014–2020 | Education non-profit governance |
| Hobe Sound Community Chest | Director | 2017–present | Community non-profit governance |
| Paul’s Place | Director | 2014–2017 | Non-profit governance |
Board Governance
- Independence: Independent; serves as Board Chair.
- Attendance: Board met 14 times in 2024; all incumbent directors met ≥75% attendance except one director due to a family emergency; 12/12 attended the June 2024 Annual Meeting. In 2023, Board met 12 times; all directors met ≥75%; 12/12 attended the June 2023 Annual Meeting.
- Committee footprint (as of year-end): Member, Nominations & Governance and Compensation; designated Risk Management Expert under Dodd-Frank rules.
| Body/Committee | Role | 2023 Meetings | 2024 Meetings |
|---|---|---|---|
| Board of Directors | Board Chair (Independent) | 12 | 14 |
| Nominations & Governance | Member | 6 | 7 |
| Compensation | Member | 7 | 6 |
- Audit financial expert status: Not designated for Franke; multiple other members designated.
- Risk oversight: Board maintains Audit, Compensation, Nominations & Governance, Financial Risk, Operational & Compliance Risk, and Preferred Stock committees; charters posted for transparency.
Fixed Compensation
- Program structure (non-employee directors):
- Board retainer: $70,000 cash.
- Board Chair retainer: $125,000 cash.
- Committee chair retainers: Audit $30,000; Compensation $25,000; N&G $20,000; Financial Risk $20,000; Operational & Compliance Risk $20,000.
- Committee membership retainers: Audit $15,000; Compensation $12,500; N&G $10,000; Financial Risk $10,000; Operational & Compliance Risk $10,000.
- Director fees paid quarterly in arrears; option to take common stock in lieu of cash (some directors elected).
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2023 | 217,917 | 20 (life insurance premium benefit) | As Board Chair and member of N&G and Compensation |
Performance Compensation
- Annual equity grant to non-employee directors: $125,000 restricted stock award, grant-date fair value $124,991; time-based vesting at next Annual Meeting (for 2023 award, vests at 2024 Annual Meeting).
- Grant details: On June 21, 2023, each director elected at the 2023 Annual Meeting received 7,589 restricted shares (closing price $16.47).
- Options: No stock options granted to directors in 2023.
| Year | Stock Awards ($) | Instrument | Grant Date | Shares Granted | Vesting Terms |
|---|---|---|---|---|---|
| 2023 | 124,991 | Restricted Stock | June 21, 2023 | 7,589 | Vests in full at 2024 Annual Meeting |
Performance metrics: Not applicable to director equity (time-based vesting only); executive AIP/LTIP metrics (TSR, PTPPPO EPS, originations, opex excl. FDIC, net charge-offs) apply to NEOs, not directors.
Other Directorships & Interlocks
- Current roles disclosed: SLM Bank board, Investors Management Corporation, multiple non-profits (see table above). No additional public company directorships disclosed in the proxy biography section.
- Interlocks/conflicts: No specific related-party transactions involving Franke are disclosed in the reviewed proxy sections; Company has a formal Related Party Transactions policy with Board/Committee approval mechanics and Reg O compliance for insider credit extensions.
Expertise & Qualifications
- Marketing and customer strategy expertise from senior roles at JPMorgan/Chase Card Services; contributes in marketing, business development, financial services.
- Risk Management Expert designation under Dodd-Frank definitions (Board-determined).
- Governance: Independent Board Chair; service on Compensation and N&G committees.
Equity Ownership
| As of | Direct/Indirect Shares | Vested Options | Total Beneficial Ownership | Percent of Class | Notes |
|---|---|---|---|---|---|
| Feb 29, 2024 | 91,969 | — | 91,969 | <1% | Includes 7,000 shares held by spouse’s IRA |
| Dec 31, 2023 | 7,693 outstanding stock awards (RSAs/DEUs) | — | — | — | Director restricted awards outstanding |
- Hedging/pledging: Company policy prohibits hedging and pledging by directors/executives; aligns incentives with shareholders.
- Ownership guidelines: Directors must reach holdings equal to 5x annual cash retainer within 5 years; as of Dec 31, 2023, all then-current directors were in compliance or expected to achieve compliance within the window.
Governance Assessment
- Strengths:
- Independent Board Chair with deep financial services marketing background; active on Compensation and N&G, enabling oversight of pay structure and board composition.
- Strong attendance norms and transparent committee structure; robust clawback policy and hedging/pledging prohibitions support investor alignment.
- Meaningful share ownership and time-based equity grants; stock ownership guidelines at 5x retainer bolster skin-in-the-game.
- Watch items:
- Related-party framework allows ordinary-course insider loans under Reg O with approvals; maintain monitoring for any extensions exceeding thresholds (no specific transactions disclosed for Franke in reviewed sections).
- External directorship at Investors Management Corporation: continue monitoring for any transactions or strategic relationships with SLM that could create interlocks (none disclosed).
- Compensation mix signals:
- Balanced director pay (cash retainers tied to roles plus annual restricted stock grant with short vest cycle); no option awards; equity not performance-conditioned—typical for director programs.
RED FLAGS
- None disclosed regarding low attendance, pledging/hedging, or related-party transactions involving Franke in the reviewed proxy statements. Continue routine surveillance for future filings.