When the directors of Sallie Mae meet next week to consider a $25 billion offer to buy the student loan giant, they will be voting on a transaction that will benefit the company, and also themselves -- significantly.
A proxy filing by Sallie Mae with the Securities and Exchange Commission last month shows that the company's directors and executive officers will earn a total of about $370 million in profit if the sale of Sallie Mae to J.C. Flowers, Friedman Fleischer & Lowe, Bank of America and JPMorgan Chase goes through on August 15. The bulk of that money -- almost $225 million -- will go to Sallie Mae's chairman and former CEO, Albert L. Lord. (A list of the directors and the value of their shares appears below.)
But some current and former higher education officials on the board will benefit handsomely as well, and to some observers, the significant sums going to Sallie Mae directors are symptomatic of larger questions raised by the sale of the mammoth lender, which had its roots as a quasi-governmental entity. Is it appropriate for a company that was built to a large extent through its connection to the federal government to profit so enormously as it has slowly shed those ties?
"Sallie Mae was built to serve a public purpose, of providing student loans," said Robert Shireman, executive director of the Project on Student Debt and a longtime observer of the student loan programs. "It was set free and no one really knew whether the federal government got a good deal or not. This level of profiteering off the corporation suggests that ultimately the deal that was struck may well have undercompensated taxpayers."
While the funds going to the company's directors and officers are a tiny portion of the money that will flow to Sallie Mae and its share holders, Shireman said, "those figures are indicative of the nature of the deal that was struck."
Tom Joyce, a Sallie Mae spokesman, said that it is typical when companies are bought and sold for the men and women who have overseen their success to see personal gain. "It happens in every single transaction," Joyce said. And while the figures may seem large to many in higher education, Joyce said, that's because Sallie Mae is an unusually large entity in the college world -- at least unusual as a huge and hugely profitable for-profit company.
Joyce rejected the notion that Sallie Mae's profitability at this point -- a decade after it began transitioning away from being a government-sponsored enterprise -- can still be attributed to its historic federal ties. "The company has diversified greatly away from being dependent on federal guaranteed student loans, and it has shed its skin a couple times," Joyce said. "Since 1997, when this board came into being, it has gone head to head with the major financial institutions in the United States and outperformed them. Should directors be compensated for that? They're compensated primarily with stock, and now they're getting rewarded for that."
Below is a table showing the Sallie Mae directors, their positions (and ties to higher education, if any), and the profit they will see in the sale of their Sallie Mae stock, which is calculated by multiplying the number of shares they own by the amount that the $60 sale price exceeds the "strike price" they would need to pay to exercise their stock options. (All told, the share of officers and directors are worth $560 million at the $60 price.) ( Note: This article has been updated from an earlier version to correct minor errors.)
Some names familiar to many in higher education appear on the list, including Diane Suitt Gilleland, former director of the Arkansas Department of Higher Education, and Barry A. Munitz, former chancellor of the California State University System.
|Name||Title||Net profit from Sallie Mae sale|
|Ann Torre Bates||Strategic and financial consultant||$7,114,311|
|Charles L. Daley||Director and executive VP, TEB Associates, Inc.||$10,160,011|
|William M. Diefenderfer III||Partner, Diefenderfer, Hoover & Wood||$4,737,178|
|Diane Suitt Gilleland||Associate professor of higher education, U. of Arkansas at Little Rock.||$4,595,391|
|Earl A. Goode||Deputy chief of staff, Indiana Gov. Mitch Daniels||$3,350,189|
|Ronald F. Hunt||Lawyer||$4,532,269|
|Benjamin J. Lambert III||State senator, Virginia||$7,280,313|
|Albert L. Lord||Chairman, Sallie Mae||$224,920,802|
|Barry A. Munitz||Trustee professor, California State U. at Los Angeles||$609,509|
|A. Alexander Porter Jr.||Founder and partner, Porter Orlin, Inc.||$25,193,904|
|Wolfgang Schoellkopf||Managing partner, Lycos Capital Management||$3,874,610|
|Steven L. Shapiro||CPA||$9,983,250|
|Barry L. Williams||President, Williams Pacific Ventures||$5,954,446|
|Sallie Mae Officers|
|C.E. Andrews||Chief executive officer||$16,116,200|
|Robert S. Autor||Executive VP, consumer operations||$16,022,128|
|Robert S. Lavet||Senior VP and general counsel||$9,730,191|
|Sandra L. Masino||Senior VP, accounting||$666,165|
|June M. McCormack||Executive VP, servicing, technology and sales marketing||$8,975,958|
|Kevin F. Moehn||Executive VP, sales and originations||$5,461,750|
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