R. Scott Blackley
SLMAbout R. Scott Blackley
Independent director of SLM Corporation since November 2022 and current Audit Committee Chair. Age 55. Career finance executive (CFO, controller, accounting policy) with deep risk management and regulatory experience, including CFO at Oscar Health, CFO and Controller at Capital One, and a prior Professional Accounting Fellow at the SEC; designated by SLM’s board as both an Audit Committee Financial Expert and a Risk Management Expert .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oscar Health, Inc. | Chief Financial Officer; formerly Chief Transformation Officer and CFO | CFO: 2023–Present; CTO: 2022–2023; CFO: 2021–2022 | Public company executive role (not a directorship) |
| Capital One Financial Corp. | Chief Financial Officer; Controller & Principal Accounting Officer | CFO: 2016–2021; Controller/PAO: 2011–2017 | Large cap financial services leadership |
| Fannie Mae | SVP & CFO, Capital Markets; SVP, Accounting Policy | 2005–2011 | Government sponsored enterprise finance/policy |
| America Online, Inc. | VP, Assistant Controller | 2003–2005 | Media/technology finance |
| KPMG LLP | Partner | 2002–2003 | Big Four audit firm |
| U.S. SEC | Professional Accounting Fellow | 2000–2002 | Policy/regulatory technical accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sallie Mae Bank (subsidiary) | Director | 2022–Present | Board oversight of bank subsidiary |
| Hexamer Therapeutics | Director | 2019–Present | Life sciences governance (private) |
| Trout Unlimited | Director; Budget Chair | 2019–2024 | Budget chair responsibilities |
| Public company directorships | None disclosed | — | No other public boards identified |
Board Governance
- Independence: Board determined Blackley is independent; SLM’s board is majority independent and committees (Audit, Compensation, Nominations & Governance, Financial Risk) are entirely independent .
- Committee assignments: Audit (Chair); Operational & Compliance Risk (Member) .
- Expert designations: Audit Committee Financial Expert; Risk Management Expert under Dodd-Frank .
- Engagement and attendance: Board met 14 times in 2024; all incumbent directors except one met ≥75% attendance. 12 of 12 directors attended the June 2024 annual meeting .
- Audit Committee report: Signed by R. Scott Blackley as Chair, affirming oversight of financial reporting and auditor independence .
- Governance practices: Separate Chair/CEO, annual director elections under majority vote, regular executive sessions, director stock ownership guidelines .
Committee Assignments and 2024 Activity
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 8 |
| Operational & Compliance Risk | Member | 9 |
Fixed Compensation (Director)
- Cash retainers schedule (2024 program): Board $70,000; Board Chair $125,000; Committee Chairs—Audit $30,000, Compensation $25,000, Nominations & Governance $20,000, Financial Risk $20,000, Operational & Compliance Risk $20,000; Committee membership fees—Audit $15,000; Compensation $12,500; Nominations & Governance $10,000; Financial Risk $10,000; Operational & Compliance Risk $10,000 .
- Equity grants (standard, 2024): Restricted stock grant of $145,000 (7,069 shares) on June 18, 2024, vesting at the 2025 annual meeting; some directors elected to receive shares in lieu of cash retainers (Sept 18, 2024 at $21.74; Dec 18, 2024 at $26.87 close) .
2024 Director Compensation – R. Scott Blackley
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected stock in lieu of cash) |
| Stock Awards | $247,451 |
| All Other Compensation (life insurance) | $20 |
| Total | $247,471 |
Performance Compensation (Director)
- Director equity grants are time-based restricted stock vesting at the next annual meeting; no performance-vested director awards disclosed. Stock awards outstanding for Blackley as of 12/31/2024: 7,138 restricted shares (incl. DEUs) .
Other Directorships & Interlocks
| Company/Entity | Relationship to SLM | Conflict Notes |
|---|---|---|
| Oscar Health, Inc. | Blackley is CFO | No related-party or transactional conflicts disclosed with SLM |
| Hexamer Therapeutics | Director | No related-party transactions disclosed |
| Trout Unlimited | Former Director/Budget Chair | Non-profit; no conflicts disclosed |
Expertise & Qualifications
- Financial reporting, accounting policy, capital markets, and risk management depth from CFO and controller roles (Capital One, Fannie Mae) and SEC fellowship; Big Four audit experience (KPMG) .
- Board expert designations: Audit Committee Financial Expert; Risk Management Expert .
- Technology/operations exposure via prior roles enhances controls and compliance oversight .
Equity Ownership
| Metric | As-of Date | Value |
|---|---|---|
| Beneficial ownership (shares) | April 21, 2025 | 35,078; <1% of class (*) |
| Directors’ restricted stock outstanding (incl. DEUs) | Dec 31, 2024 | 7,138 |
| Company shares outstanding | April 21, 2025 | 209,856,503 |
Additional alignment policies:
- Director stock ownership guidelines: 5× annual cash retainer; all then-current directors in compliance or on track within five years as of 12/31/2024 .
- Hedging and pledging prohibition for directors and executives .
- Director deferral plan available; no active participation in 2024 .
Governance Assessment
- Strengths: Independent Audit Chair with CAP/SEC/KPMG pedigree; designated financial and risk expert; active audit oversight including signed report; equity-heavy compensation (elected stock over cash), supporting alignment; board’s robust governance framework (separate Chair/CEO, executive sessions, ownership guidelines) .
- Independence and attendance: Meets independence standards; board attendance above threshold, annual meeting participation .
- Conflicts/related party: No related-party transactions disclosed; Regulation O policies in place; no hedging/pledging permitted; auditor independence overseen by Audit Committee .
- Potential watch items: External executive role (CFO at Oscar Health) increases time commitments; no interlocks or transactions disclosed; continue monitoring attendance and committee workload given dual responsibilities .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, option repricing, or low attendance. No public company interlocks identified; say-on-pay support for executives remains high (contextual governance stability) .