EX-99.1 11 a2130702zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

STUDENT LOAN MARKETING ASSOCIATION

BOARD OF DIRECTORS—SUMMARY OF COMPENSATION AND BENEFITS

Cash Compensation

        Members of the Student Loan Marketing Association (the "GSE") Board of Directors who are not employed by the GSE or do not serve on the Board of Directors of SLM Corporation receive an annual retainer of $15,000. The Chairman of the Board receives an annual retainer of $25,000. All retainers are payable in advance on a quarterly basis.

        GSE Directors, including the Chairman of the Board, also receive a daily meeting fee of $2,000 (other than attendance by teleconference call). GSE Directors, including the Chairman of the Board, are eligible to receive an additional per diem of $1,500 under circumstances in which the Director devotes an unusual amount of time to the company's activities outside of Board and Committee meetings. This per diem must be approved in advance by the Chairman and the Vice Chairman of the Board.

Deferred Compensation Plan

        Participation in the Deferred Compensation Plan is available to GSE Directors and provides a method for deferring receipt of all or a portion of the retainer and/or meeting fees.

Matching Contribution Program

        Directors are eligible to participate in the Matching Contribution Program. Under the terms of the program, the GSE contributes three dollars for each dollar contributed to a post-secondary educational institution by the Director, up to a total GSE contribution of $25,000 per year. The GSE contributes two dollars for each dollar contributed to a primary or secondary educational institution or a community, health or human service organization by the Director, up to a total GSE contribution of $10,000 per year. The GSE contributes one dollar for each dollar contributed to an arts or culture organization by the Director up to a total GSE contribution of $5,000 per year.

        Notwithstanding the above limits per category, aggregate matching contributions by the GSE are limited to $25,000 per Director in any single plan year.

Health/Dental Insurance

        Directors are eligible to participate in the company-sponsored health and dental insurance plans (quarterly rates attached).

Travel Insurance

        The GSE maintains a $200,000 life and accident insurance policy to cover each Director while traveling to and from Board meetings at no charge to the Director.

Life Insurance

        The GSE maintains a group term life insurance policy in the amount of $50,000 for each Director. The GSE pays the premium for the insurance while the Director is a member of the Board. The approximate annual premium for this coverage is $39 per Director, which is considered taxable compensation.

Directors Stock Plan

        SLM Corporation does not grant stock options to presidentially-appointed Directors. Other Directors are eligible to receive options at the discretion of the SLM Corporation Board of Directors.



GSE Travel and Expenses

        The GSE either pays for or reimburses Directors for travel and related expenses.


GSE MANAGEMENT

General

        The GSE's charter provides that the GSE Board of Directors will consist of 21 directors: 14 elected by the GSE's sole shareholder, SLM Corporation, and seven appointed by the President of the United States. The GSE Charter provides that, for purposes of qualifying for election to the Board, seven directors must be affiliated with eligible institutions and seven directors must be affiliated with eligible lenders, as described in the GSE Charter. A nominee may be considered to be affiliated with an eligible institution or eligible lender if he or she has been within five years of election to the GSE Board, an employee, officer, director, or similar official of: (1) any such institution or lender; (2) an association whose members consist primarily of such institutions or lenders; or (3) a state agency, authority, instrumentality, commission, or similar institution, the primary purpose of which relates to educational matters or banking matters. The GSE Charter also provides that the 14 elected directors serve for a term ending on the date of the next annual meeting and until their successors have been elected and have duly qualified. The GSE Charter further provides that the seven appointed members serve at the pleasure of the President of the United States and until their successors have been appointed and have duly qualified. The GSE Charter also provides that the President may designate a Chairman from among the 21 members of the GSE Board. SLM Corporation is the sole shareholder of the GSE.

GSE Directors

Sole Shareholder-Elected GSE Directors:

Name and Age at December 31, 2003

  Principal Occupation
JOHN T. CASTEEN
Age 60
  President, University of Virginia Charlottesville, VA

WILLIAM M. DIEFENDERFER, III
Age 59

 

Co-Founder and President e-Numerate Soluctions, Inc. McLean, Virginia

DIANE SUITT GILLELAND
Age 57

 

Deputy Director
Illinois Board of Higher Education
Springfield, Illinois

CATHERINE L. HANAWAY
Age 40

 

Attorney
Speaker, Missouri House of Representatives
Jefferson City, Missouri

RONALD A. HOMER
Age 57

 

CEO, Access Capital Strategies, LLC
Cambridge, Massachusetts

RONALD F. HUNT
Age 61

 

Attorney
Asheville, North Carolina

JAMES C. LINTZENICH
Age 50

 

Certified Public Accountant
and Private Investor
Fishers, Indiana

DENNIS E. LOGUE
Age 60

 

Dean, Michael F. Price School of Business
University of Oklahoma
Norman, Oklahoma
     


ALBERT L. LORD
Age 58

 

Vice Chairman and Chief
Executive Officer
SLM Corporation

MARIE W. McDEMMOND
Age 58

 

President, Norfolk State
University
Norfolk, Virginia

J. BONNIE NEWMAN
Age 58

 

Executive Dean
John F. Kennedy School of Government,
Harvard University
Cambridge, Massachusetts

RICHARD J. RAMSDEN
Age 66

 

Self-employed, Formerly
President and Chief
Executive Officer, Kinship Capital Corp.
Lyme, New Hampshire

KENNETH A. SHAW
Age 65

 

Chancellor and President,
Syracuse University
Syracuse, New York

RANDOLPH H. WATERFIELD, JR.
Age 72

 

Certified Public Accountant
and Accounting Consultant
High Bar Harbor, New Jersey

PAT WILLIAMS
Age 66

 

Senior Fellow
Center for the Rocky Mountain West
Missoula, Missouri


Presidential Appointees:

        The following seven directors, appointed by the President of the United States pursuant to Section 439(c)(1)(A) of the GSE Charter, serve at the pleasure of the President of the United States and are not elected by SLM Corporation, the GSE's sole shareholder.

Name and Age at December 31, 2003

  Principal Occupation
DUANE W. ACKLIE
Age 72
  Chairman, Crete Carrier
Corporation
Lincoln, Nebraska

ELOISE ANDERSON
Age 61

 

Director, Program for the
American Family Claremont
Institute
Sacramento, California

JEANNEMARIE DEVOLITES
Age 48

 

Member, Virginia House of
Delegates
Vienna, Virginia

KATHLEEN MACLELLEN GREGG
Age 53

 

Director, New Hampshire
Task Force On Child Neglect and Abuse
Rye, New Hampshire

MICHELE M. RIDGE
Age56

 

Director, Strategic
Development for Community
Planning, The Channing Bete Company
Bethesda, Maryland
     


CORY T. SHADE
Age 39

 

Attorney
Washington, DC

SARA MARTINEZ TUCKER
Age 49

 

President and CEO
Hispanic Scholarship Fund
San Francisco, California

GSE Officers

        The executive officers of the GSE as of the date of this annual report, their titles, and their years of employment with the Company are below. The executive officers of the GSE do not receive additional compensation to serve in such capacity. Their previous experience, including principal occupations for the past five years, follows:

Name & Title

  Age at
12/31/03

  Year
Commenced
Employment

Marianne M. Keler
President and General Counsel
  49   1985

C.E. Andrews
Executive Vice President, Accounting and Risk Management

 

51

 

2003

John F. Remondi
Executive Vice President, Finance

 

41

 

1999

Robert A. Crawford
Senior Vice President and Controller

 

41

 

2003

Somsak Chivavibul
Treasurer

 

37

 

1992

Michael E. Sheehan *
Vice President

 

46

 

1992

*
In compliance with the Privatization Act, Mr. Sheehan is an officer solely of the Student Loan Marketing Association and is not an officer of SLM Corporation or any of its non-GSE subsidiaries.

Previous Experience

        Marianne M. Keler, President and General Counsel, the Student Loan Marketing Association, and Executive Vice President and General Counsel, SLM Corporation, was first employed by SLM Corporation in 1985. Prior to her current appointment, Ms. Keler was Executive Vice President and General Counsel of the Student Loan Marketing Association (1997-2001).

        C.E. Andrews, Executive Vice President, Accounting and Risk Management, the Student Loan Marketing Association, and Executive Vice President, Accounting and Risk Management, SLM Corporation, was first employed by SLM Corporation in February 2003. Prior to his current employment, Mr. Andrews was the Global Managing Partner for Assurance and Business Advisory Services, Arthur Andersen LLP (2002), Managing Partner, Mid-Atlantic Region, Arthur Andersen LLP (2000-2002) and served in various capacities for Arthur Andersen LLP since 1974.

        John F. Remondi, Executive Vice President, Finance, the Student Loan Marketing Association, and Executive Vice President, Finance, SLM Corporation, was first employed by SLM Corporation in July 1999 upon the acquisition of Nellie Mae. Prior to his current appointment, Mr. Remondi served as Senior Vice President, Chief Financial Officer for the Student Loan Marketing Association (2000-2001).



        Robert A. Crawford, Senior Vice President and Controller, the Student Loan Marketing Association, and Senior Vice President and Controller, SLM Corporation, was first employed by SLM Corporation in September 2003. Prior to his current appointment, Mr. Crawford served in various capacities at Capital One Financial Corporation, including, most recently as the vice president and controller (2001-2003).

        Somsak Chivavibul, Treasurer, the Student Loan Marketing Association and Managing Director, Financial Planning and Analysis, Sallie Mae, Inc., was first employed by Sallie Mae, Inc. in April 1992. Prior to his current appointment, Mr. Chivavibul has held a number of different positions with increasing responsibilities in the Financial Planning & Analysis group.

        Michael E. Sheehan, Vice President, the Student Loan Marketing Association and Associate General Counsel, Sallie Mae, Inc., was first employed by Sallie Mae, Inc. in September 1992. Prior to his current appointment, Mr. Sheehan served as Assistant Vice President of the Student Loan Marketing Association (2000-2001).




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STUDENT LOAN MARKETING ASSOCIATION BOARD OF DIRECTORS—SUMMARY OF COMPENSATION AND BENEFITS
GSE MANAGEMENT
Presidential Appointees