SLM Corporation (NASDAQ: SLM) details $750k CCO retention and retirement plan

Rhea-AI Filing Summary

SLM Corporation has entered into a retention agreement with Donna F. Vieira, its Executive Vice President and Chief Commercial Officer. Under this agreement, she will continue serving as Chief Commercial Officer until December 31, 2025, or an earlier date if a new Chief Commercial Officer is hired, and remain an employee until April 3, 2026, when she will retire.

Subject to continued adequate performance and assisting with the transition of her duties through her retirement date, Ms. Vieira will receive a $750,000 cash retention bonus. She must provide a general release of claims and comply with customary restrictive covenants. If she resigns before April 3, 2026 or is terminated for cause, she will forfeit the retention bonus. She will not receive severance under the company’s executive severance plan, but will receive compensation and equity treatment consistent with her retirement eligibility.

Insights

Corporate governance and executive compensation analyst

Orderly CCO transition with a defined retention bonus and limited severance.

SLM Corporation is managing the planned retirement of its Executive Vice President and Chief Commercial Officer, Donna F. Vieira, through a structured retention agreement. She will remain Chief Commercial Officer until December 31, 2025, or earlier if a successor is hired, and stay employed until April 3, 2026, providing continuity during leadership transition.

The agreement grants a $750,000 cash retention bonus, conditioned on continued adequate performance and assistance with transitioning her responsibilities. It also requires a general release of claims and includes customary restrictive covenants, while explicitly excluding her from severance under the Amended and Restated Executive Severance Plan for Senior Officers. For compensation and equity programs, she is treated as retirement-eligible, which may influence how existing awards vest as she departs.

0001032033false00010320332025-09-292025-09-290001032033us-gaap:CommonClassAMember2025-09-292025-09-290001032033us-gaap:NoncumulativePreferredStockMember2025-09-292025-09-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

SLM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-13251

52-2013874

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 Continental Drive

Newark,

Delaware

19713

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (302) 451-0200

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $.20 per share			SLM			The Nasdaq Global Select Market
Floating Rate Non-Cumulative Preferred Stock, Series B, par value $.20 per share			SLMBP			The Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On September 29, 2025, SLM Corporation (the “Company”) entered into a retention agreement with Donna F. Vieira, the Company’s Executive Vice President and Chief Commercial Officer (the “Retention Agreement”). Pursuant to the Retention Agreement, Ms. Vieira will remain with the Company and continue to serve as the Company’s Chief Commercial Officer through December 31, 2025 (or such earlier date as determined by the Company in connection with the hiring of a new Chief Commercial Officer) (the “Transition Date”) and as an employee of the Company through April 3, 2026 (the “Separation Date”). Ms. Vieira will resign as Chief Commercial Officer on the Transition Date and retire as an employee of the Company on the Separation Date.

Subject to the terms and conditions of the Retention Agreement, including continued adequate performance and assistance in transition of her duties and responsibilities through the Separation Date, Ms. Vieira will receive a cash retention bonus of $750,000 (the “Retention Bonus”). The Retention Agreement contains a general release of claims by Ms. Vieira, which she must reaffirm on or immediately following the Separation Date, and certain customary restrictive covenants. In the event that Ms. Vieira voluntarily resigns her employment prior to the Separation Date, or is terminated by the Company in a Termination of Employment For Cause (as defined in the Severance Plan (referenced below)), she will not be entitled to payment of the Retention Bonus. Ms. Vieira will not be entitled to rights or benefits, including any severance, under the Company’s Amended and Restated Executive Severance Plan for Senior Officers (the “Severance Plan”). For purposes of the Company’s compensation, equity and other benefit plans, Ms. Vieira is considered retirement-eligible and will receive treatment consistent with her retirement eligibility.

The foregoing summary of the Retention Agreement is qualified in its entirety by the text of the Retention Agreement, a copy of which is filed herewith as Exhibit 10.1 hereto and incorporated by reference herein.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

Exhibit Number						Description
10.1*						Retention Agreement, by and between SLM Corporation and Donna F. Vieira, dated as of September 29, 2025.
104						Cover Page Interactive Data File (formatted as Inline XBRL)

* Filed herewith.

SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                        

						SLM CORPORATION
Date: September 30, 2025			By:			/s/ Nicolas Jafarieh
						Nicolas Jafarieh
						Executive Vice President and Chief Legal, Government Affairs, and Communications Officer

FAQ

What executive leadership change does SLM (SLM) describe in this 8-K?

The filing describes a retention agreement with Donna F. Vieira, Executive Vice President and Chief Commercial Officer, under which she will step down as Chief Commercial Officer on a transition date and retire as an employee on April 3, 2026.

When will SLM’s Chief Commercial Officer Donna F. Vieira retire?

Donna F. Vieira will resign as Chief Commercial Officer on the transition date, which is December 31, 2025 or an earlier date if a new Chief Commercial Officer is hired, and retire as an employee on April 3, 2026.

What retention bonus will Donna F. Vieira receive from SLM (SLM)?

Subject to her continued adequate performance and assistance in transitioning her duties through her retirement date, Donna F. Vieira will receive a $750,000 cash retention bonus.

What conditions could cause Donna F. Vieira to lose her retention bonus at SLM?

If Donna F. Vieira voluntarily resigns before April 3, 2026 or is terminated in a Termination of Employment For Cause as defined in the Severance Plan, she will not be entitled to the $750,000 retention bonus.

Does Donna F. Vieira receive severance under SLM’s executive severance plan?

No. The filing states that Donna F. Vieira will not be entitled to rights or benefits, including any severance, under SLM’s Amended and Restated Executive Severance Plan for Senior Officers.

How will SLM treat Donna F. Vieira’s compensation and equity as she retires?

For SLM’s compensation, equity, and other benefit plans, Donna F. Vieira is considered retirement-eligible and will receive treatment consistent with that retirement eligibility.