ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN

OFFICERS.

On January 9, 2023, the Board of Directors of SLM Corporation approved the appointment of Kerri A. Palmer, age 52, as SLM Corporation's Executive Vice President and Chief Operational Officer, effective as of January 9, 2023. In connection with this appointment, Daniel P. Kennedy ceased serving in that role.

Ms. Palmer also was appointed as the President and Chief Operational Officer of Sallie Mae Bank, and she has ceased serving as Chief Risk Officer of SLM Corporation and Sallie Mae Bank. As a result, Mr. Kennedy has ceased serving as President and Chief Operational Officer of Sallie Mae Bank. At this time, Mr. Kennedy's new title is Executive Vice President, SLM Corporation, a role that he will continue to have until his expected departure from SLM Corporation.

Prior to Ms. Palmer's new appointment on January 9, 2023, she served as Executive Vice President and Chief Risk Officer, SLM Corporation and Sallie Mae Bank from April 2022 to January 2023. Previously, Ms. Palmer served as Executive Vice President and Chief Risk and Compliance Officer, SLM Corporation and Sallie Mae Bank from January 2021 to April 2022. Prior to that, she served as Senior Vice President, Risk Management, Capital One from 2013 to January 2021. In addition, Ms. Palmer served as Managing Vice President and Business Chief Risk Officer, Auto Finance and Mortgage, Capital One from 2008 to 2013.

There are no family relationships between Ms. Palmer and any director or other executive officer of SLM Corporation, and Ms. Palmer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing Ms. Palmer's appointment is furnished with this Form 8-K as Exhibit 99.1. The press release at Exhibit 99.1 and incorporated by reference herein is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS




(d) EXHIBITS

Exhibit
Number    Description

99.1*       Press Release, dated January 10, 2023

104       Cover Page Interactive Data File (Formatted as Inline XBRL)



* Furnished herewith


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