Director, Associate General Counsel & Assistant Secretary

Sallie Mae • Sterling, VA

59d • Hybrid

About The Position

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.

Requirements

• 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.

Nice To Haves

• 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

Responsibilities

• 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.
• 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.
• 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.
• 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.
• 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.

Benefits

• 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

What This Job Offers

• Job Type: Full-time
• Career Level: Senior
• Education Level: Ph.D. or professional degree