| 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.