Director, Associate General Counsel & Assistant Secretary

• When you join Sallie Mae, you become a champion for all students.
• We're on a mission to power confidence as students begin their unique journey.

To help them plan their higher education, successfully finish, and prepare for life after school. To help them Start smart. Learn big. Students need guidance navigating this important time in their life. They need someone who acknowledges that their education path is unique. They need a partner willing to evolve and not only meet but surpass their expectations. We're changing. Because students need a better way. We're looking for people who are excited to drive this transformation. To break barriers and think of new ways to adapt, help, and create better experiences for students—and for each other. This is where diverse backgrounds, beliefs, and perspectives matter. It's where you're empowered to bring your authentic self to work. Feeling your best allows you to do your best. Our benefits take care of the whole you—from physical and mental to financial and professional. You'll get opportunities to further your education and career, support for you and your family (including your pets!), paid time off to volunteer for the things that matter to you, and more. We're obsessed with impact and making a real difference. For us, that means putting relationships first, asking "why not?" when tackling challenges, and continuously learning new skills. Come do more than join something, change something. For students, for future generations, for the future of education. The

• Director, Associate General Counsel & Assistant Secretary
• is a senior legal leader within the Corporate Secretary function, reporting to the Corporate Secretary and Chief Regulatory Counsel. This role has
• regular and direct exposure to the Board of Directors and executive leadership
• and plays a critical role in advancing best‑in‑class corporate governance practices for a publicly traded, highly regulated financial institution. The Director provides strategic legal counsel on corporate governance, public company, and banking matters; serves as a
• primary legal lead for multiple Board Committees
• ; and operates as a trusted advisor to senior executives and directors. The role exercises independent judgment, influences governance outcomes across the enterprise, and acts as a key partner to the Chief Regulatory Counsel on complex regulatory and strategic issues.
• Key Responsibilities
• Board & Committee Governance Leadership
• + Serve as the
• primary legal lead and Assistant Corporate Secretary
• for the Audit Committee, Financial Risk Committee, Operational & Compliance Risk Committee, and Preferred Stock Committee; provide secondary support for full Board matters. + Partner directly with
• Committee Chairs and senior executives
• to deliver high‑quality, proactive governance support before, during, and after meetings. + Own the planning, preparation, and execution of Board and Committee materials, including agendas, minutes, resolutions, charters, consents, and work plans, ensuring accuracy, clarity, and strong documentation of oversight.
• Board Effectiveness & Governance Strategy
• + Lead the design, implementation, and continuous enhancement of
• enterprise‑wide Board governance processes, practices, and standards
• aligned with public company and banking regulatory expectations. + Advise and educate executive leaders and Board content owners on governance best practices, regulatory expectations, and effective presentation of materials. + Design and oversee the
• Director education and onboarding program
• , supporting continuous improvement in Board effectiveness. + Support Board oversight of strategic transactions and the annual business plan, including governance frameworks and delegations of authority.
• Regulatory, SEC & Public Company Responsibilities
• + Draft, review, and file governance‑related
• Form 8‑Ks
• , serve as back‑up preparer for
• Section 16 filings
• , and provide governance support for the annual Proxy Statement and Annual Meeting. + Lead legal aspects of the
• quarterly dividend declaration and payment process
• for common and preferred stock. + Partner with the Chief Regulatory Counsel on prudential bank regulatory matters affecting governance, structure, and long‑term strategy. + Support responses to regulatory exams, audits, and inquiries related to Board governance and entity management.
• Entity Management & Corporate Records
• + Provide oversight of
• entity management and subsidiary governance
• , including state and regulatory filings. + Serve as a subject matter expert on the Company's corporate structure and governance documentation, including charters, bylaws, FDIC orders, and governance guidelines. + Oversee corporate record integrity and production in support of regulatory, audit, litigation, and due diligence needs; mentor and guide professional staff supporting these activities.
• Leadership & Strategic Contribution
• + Act as a
• senior governance advisor
• on high‑visibility transformation initiatives, including ownership of select workstreams and executive‑level presentations. + Provide internal training to management and, as appropriate, the Board on emerging governance trends and regulatory developments. + Demonstrate leadership through mentorship, influence, and elevated judgment consistent with a senior legal leader.
• Qualifications Required
• + •10+ years of corporate governance experience•, including significant exposure (as a Corporate Secretary or Assistant Corporate Secretary) to public company boards and banking or depository institutions + Juris Doctor (J.

D.) degree from an accredited law school and a valid license to practice law. + Strong understanding of

• corporate governance principles
• and compliance requirements. + Exceptional written and verbal communication skills; ability to translate complex legal and regulatory issues into clear, actionable guidance + Ability to collaborate effectively with cross-functional teams and influence decision-making. + Exceptional leadership and people management skills. + High level of integrity, ethics, and professional judgment.
• Preferred
• + Deep expertise in
• Delaware corporate law
• ; familiarity with bank regulatory expectations; Utah corporate law and experience with industrial banks a plus. + Demonstrated ability to operate with
• gravitas, discretion, and sound judgment
• with senior executives and directors + Familiarity with SOX‑related governance processes supporting SEC reporting + Experience advising governance leaders in a
• highly regulated financial services environment
• The Americans with Disabilities Act
• _The Americans with Disabilities Act of 1990 (ADA) prohibits discrimination by employers, in compensation and employment opportunities, against qualified individuals with disabilities who, with or without reasonable accommodation, can perform the "essential functions" of a job.

A function may be essential for any of several reasons, including: the job exists to perform that function, the employee holding the job was hired for his/her expertise in performing the function, or only a limited number of employees are available to perform that function._

• Feeling your best helps you do your best:
• Our benefits take care of the whole you—so you can build your work around your life (not the other way around!).
• + Competitive base salaries + Bonus incentives + Generous PTO, Floating Holidays and 12 Federal Holidays observed + Support for financial-well-being and retirement 401k with employer match + Comprehensive medical, dental, vision, hospital indemnity, critical illness, pet insurance and more + Employer paid short-term/long-term disability and basic life insurance + Flexible hybrid working arrangements.

+ Paid parental leave and adoption reimbursement programs + Free access to on-site staffed fitness centers (in Delaware) and gym subsidy (for locations outside Delaware) + Confidential counseling support (EAP), Health Advocacy services and Wellness program with financial incentives + Tuition Reimbursement and Family Scholarship Programs + Career development and training opportunities Not the right fit? Let us know you're interested in a future opportunity by clicking _Introduce Yourself_ in the top-right corner of the page or create an account to set up email alerts as new job postings become available that meet your interest!

• Sallie Mae is proud to be an equal opportunity (EEO) employer.

All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, gender, sexual orientation, national origin, age, genetic information, gender identity, disability, Veteran status or any other characteristic protected by federal, state or local law. Click here (https://salliemae.com/legal/pay-transparency-policy/)

• to view the U.S. Pay Transparency Policy,
• here (https://mandatoryview.com/?LicenceId=b723c601-1179-462b-a551-71dec216fdbf⪻oductType=IntranetLicense⋐Type=PG)
• for federal job applicant notices, and
• here (https://www.salliemae.com/content/dam/slm/writtencontent/Policies/CA\_Privacy\_Notice\_2023.pdf)
• to view the California Employee Privacy Notice.
• Reasonable accommodations are available for applicants with disabilities in all phases of the application and employment process. To request an accommodation please call (855) 756-2007 and choose option 9. All information you provide will be kept confidential and will be used only to the extent required to provide needed reasonable accommodations.
• Sallie Mae is proud to be an equal opportunity (EEO) employer.

All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, gender, sexual orientation, national origin, age, genetic information, gender identity, disability, Veteran status or any other characteristic protected by federal, state or local law. If you'd like more information about your EEO rights as an applicant, please click https://https/www.eeoc.gov/employees-job-applicants.

https:

//https/www.dol.gov/sites/dolgov/files/ofccp/regs/compliance/posters/pdf/OFCCP_EEO_Supplement_Final_JRF_QA_508c.pdf.

Click https:

//https/www.salliemae.com/legal/pay-transparency-policy/ to view the U.S. Pay Transparency Policy.