| ITEM 5.02 |
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
|
Adoption of SLM Corporation
Amended and Restated Executive Severance Plan for Senior
Officers
On February 15, 2023, the Board of Directors (the “Board”) of
SLM Corporation (the “Registrant”) approved and adopted, at the
recommendation of the Compensation Committee of the Board (the
“Committee”), the SLM Corporation Amended and Restated Executive
Severance Plan for Senior Officers (the “Severance Plan”),
effective as of April 1, 2023. Under the Severance Plan, any
employee of the Registrant and/or Sallie Mae Bank (the “Bank”) with
a position at the level of Vice President or higher (including our
named executive officers) (the “Eligible Officers”), is eligible to
receive severance payments and benefits in connection with the
following termination events (in each case as defined in the
Severance Plan) (each, a “Qualifying Termination”): (i) a
Termination of Employment Without Cause; (ii) a Termination of
Employment For Good Reason; and (iii) a Termination of
Employment By Job Abolishment. Subject to an Eligible Officer’s
execution and nonrevocation of a customary release of claims and
agreeing to certain restrictive covenants, an Eligible Officer who
experiences a Qualifying Termination will receive the following
severance payments and benefits: (a) an amount, in a lump sum
payment, equal to (i) the applicable multiplier set forth in
the Severance Plan, which is determined based on the Eligible
Officer’s level, multiplied by (ii) the sum of (x) the
Eligible Officer’s annual base salary and (y) the Eligible
Officer’s target bonus opportunity for the year of termination (the
“Severance Payment”); (b) outplacement services; and (c) COBRA
continuation coverage for a specified period. The Severance Payment
will be subject to reduction in the event there is a risk element
by which the Registrant determines that the Severance Payment must
be reduced, regardless of whether the Eligible Officer was involved
in the risk element. Subject to an Eligible Officer’s estate’s
execution and nonrevocation of a customary release of claims, an
Eligible Officer who experiences a termination of employment on
account of death will receive an amount equal to the applicable
multiplier multiplied by the Eligible Officer’s annual base
salary.
The foregoing description of the Severance Plan contained herein
does not purport to be complete and is qualified in its entirety by
reference to the complete text of the Severance Plan, a copy of
which has been included as Exhibit 10.1.
Equity Grant to Executive
Vice President and Chief Operational Officer
As previously disclosed, on January 9, 2023, the Board
approved the appointment of Kerri A. Palmer as the Registrant’s
Executive Vice President and Chief Operational Officer of the
Registrant, as well as the President and Chief Operational Officer
of the Bank. In connection with her appointment, and in recognition
of her service to the Registrant, on February 14, 2023, the
Committee approved a special one-time grant of restricted stock
units (“RSUs”) equal to $1,416,250, with the number of such RSUs to
be determined based on the closing price of the Registrant’s common
stock on the grant date for the RSUs, February 17, 2023 (the
“Grant Date”), pursuant to the SLM Corporation 2021 Omnibus
Incentive Plan. The RSUs will vest ratably on each of the first
three anniversaries of the Grant Date. The RSUs will otherwise be
subject to the terms and conditions set forth in the applicable
award agreement, a copy of the form of which will be filed as an
exhibit to the Registrant’s quarterly report on Form 10-Q for the fiscal quarter ending
March 31, 2023.