QuickLinks -- Click here to rapidly navigate through this documentExhibit 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 BENEFITSGSE MANAGEMENTPresidential Appointees
