Ted Manvitz
SLMAbout Ted Manvitz
Independent director of SLM Corporation since March 2021; age 52 as disclosed in 2024 proxy. Background spans CFO, strategy, investments, capital markets and M&A across telecom infrastructure and financial services; currently Managing Director at Grain Management. He is designated an Audit Committee Financial Expert and a Risk Management Expert per Board determinations. Independence affirmed by the Board under NASDAQ standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grain Management | Managing Director | 2022–present | Private equity leadership; capital allocation expertise |
| Optimus Ride | Interim Chief Financial Officer | 2021 | Finance stabilization for AV startup |
| IHS Holding Limited | EVP & Chief Strategy Officer | 2018–2019 | Strategy execution in telecom towers |
| IHS Holding Limited | Chief Financial Officer | 2016–2018 | Finance leadership; capital markets |
| IHS Holding Limited | Chief Investment Officer | 2013–2016 | Investment discipline; portfolio management |
| IHS Holding Limited | Chief Operating Officer | 2011–2013 | Operations oversight |
| IHS Holding Limited | Executive Director, Corporate Finance & M&A | 2010–2011 | M&A execution |
| Arm Capital Partners | Managing Director | 2009–2010 | Principal investing |
| J.P. Morgan Securities, Inc. | Executive Director; Vice President; Associate Vice President | 2002–2009 | Capital markets and corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sallie Mae Bank | Director | 2021–present | Subsidiary board service |
| 55 Hereford | Director | 2023–present | Private company |
| Phoenix Tower International | Director | 2024–present | Telecom infrastructure; potential general industry exposure |
| Africell | Senior Advisor | 2021–present | Telecom advisory |
| American University | Adjunct Faculty | 2020–2021 | Academic role |
| Alares | Director | 2022–2023 | Prior board service |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent; Manvitz is independent.
- Attendance: In 2024, all incumbent directors met ≥75% attendance except Dr. Akella due to a family emergency; Manvitz met expectations. 12/12 attended the June 2024 annual meeting.
- Financial Expert/Risk Expert: Designated Audit Committee Financial Expert and Risk Management Expert.
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Member | 8 | Named in Audit Committee report |
| Compensation | Member | 7 | Listed in Compensation Committee report |
| Preferred Stock | Member | 1 | Oversight of preferred stock rights |
Fixed Compensation
- Program structure (non-employee directors): Cash retainers plus annual restricted stock; no meeting fees; option to elect stock in lieu of cash retainers.
| Element | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $70,000 | Payable quarterly; some directors elect stock in lieu |
| Board Chair additional retainer | $125,000 | Not applicable to Manvitz |
| Committee chair retainers | Audit $30,000; Compensation $25,000; N&G $20,000; Financial Risk $20,000; Operational & Compliance Risk $20,000 | Not applicable to Manvitz (member, not chair) |
| Committee membership retainers | Audit $15,000; Compensation $12,500; N&G $10,000; Financial Risk $10,000; Operational & Compliance Risk $10,000 | Manvitz is on Audit and Compensation |
| Annual restricted stock | $145,000 grant; fair value $144,985; vest at 2025 meeting | All non-employee directors received June 18, 2024 grants |
| 2024 Director Compensation (Manvitz) | Fees (cash) —; Stock awards $242,458; All other comp $20; Total $242,478 | Elected stock in lieu of cash retainers in 2024 |
Additional detail on 2024 stock elections:
- Stock in lieu of cash retainer grants occurred on Mar 20, 2024 ($21.11 close), Jun 20, 2024 ($20.67), Sep 18, 2024 ($21.74), and Dec 18, 2024 ($26.87).
Performance Compensation
- Non-employee director compensation has no performance-based bonuses or PSUs; equity grants are time-based and vest at the next annual meeting (for 2024 grants on June 18, 2024).
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted stock (annual) | Jun 18, 2024 | 7,069 shares; $144,985 fair value | Vests at 2025 annual meeting | Includes DEUs; outstanding 7,138 units as of Dec 31, 2024 |
| Stock in lieu of cash retainers | Various 2024 | Granted at market closes ($21.11; $20.67; $21.74; $26.87) | Immediate ownership; no performance conditions | Share counts not disclosed; directors elected stock over cash |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Phoenix Tower International | Private | Director | No SLM-related transactions disclosed |
| 55 Hereford | Private | Director | No SLM-related transactions disclosed |
| Africell | Private | Senior Advisor | No SLM-related transactions disclosed |
| Alares (prior) | Private | Director (2022–2023) | No SLM-related transactions disclosed |
- Related party transactions: SLM’s policy requires review of transactions >$120,000; the proxy does not disclose any related person transactions involving Manvitz.
Expertise & Qualifications
- Audit Committee Financial Expert per Item 407(d)(5) and Board determination.
- Risk Management Expert under Dodd-Frank definitions.
- Deep experience in finance, capital markets, strategic planning, operations, M&A and telecom infrastructure; provides value in growth and capital allocation oversight.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Vested Options | Percent of Class |
|---|---|---|---|
| Feb 29, 2024 | 34,514 | — | <1% |
| Apr 21, 2025 | 57,478 | — | <1% |
- Director stock ownership guideline: Own shares equal to 5x annual cash retainer within five years; all then-current directors were in compliance or on track as of Dec 31, 2024.
- Hedging/pledging: Prohibited for directors and senior management by Securities Trading Policy.
Governance Assessment
- Committee effectiveness: Dual service on Audit and Compensation enhances cross-functional oversight; designation as Audit Financial Expert and Risk Expert strengthens board risk and financial reporting governance.
- Alignment: Election to receive shares instead of cash retainers and annual restricted stock grant (vesting at next annual meeting) increase ownership alignment; beneficial ownership rose from 34,514 to 57,478 shares between 2024 and 2025.
- Independence/Conflicts: Board affirms independence; no related-person transactions disclosed involving Manvitz; outside telecom roles present low direct overlap with SLM’s consumer finance operations, mitigating conflict risk.
- Attendance/Engagement: Met attendance expectations in 2024 (≥75%); board and committee workloads indicate active engagement (Audit 8; Compensation 7 meetings).
- Shareholder signals: Strong say‑on‑pay support (96.6% in 2024; ≥89% for past five years), reflecting confidence in compensation governance overseen by the Compensation Committee (on which Manvitz serves).
RED FLAGS: None disclosed for Manvitz regarding low attendance, hedging/pledging, related-party transactions, option repricing, or tax gross‑ups. Director options were not granted in 2024; hedging/pledging prohibited; no excise tax gross‑ups noted in compensation practices.