Vivian Schneck-Last
SLMAbout Vivian C. Schneck-Last
Independent director at SLM Corporation since March 2015; Chair of the Operational and Compliance Risk Committee and member of the Nominations and Governance Committee. Former Goldman Sachs Managing Director in global technology governance, vendor management, and business development (2000–2014), bringing deep technology risk and governance expertise. Age 63 in the 2024 proxy; also serves on the Sallie Mae Bank subsidiary board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Managing Director, Global Head of Technology Governance | 2009–2014 | Led enterprise tech governance in a global financial institution |
| Goldman Sachs & Co. | Managing Director, Global Head of Technology Vendor Management | 2003–2014 | Oversaw third‑party technology risk and contracting |
| Goldman Sachs & Co. | Managing Director, Global Head of Technology Business Development | 2000–2014 | Drove technology partnership strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SCVX Corp. (public company) | Director | 2020–2022 | Prior public directorship (SPAC) |
| Portrait Capital Systems, LLC | Advisor/Director | 2015–2019 | Private/venture advisory |
| Coronet | Advisor/Director | 2015–2023 | Cyber/technology advisory |
| Bikur Cholim of Manhattan | Director | 2014–present | Non‑profit governance |
| Sallie Mae Bank (subsidiary) | Director | 2015–present | Bank board role aligned with SLM oversight |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; she is independent.
- Committee assignments (2024 activity, set for 2025 election): Chair – Operational & Compliance Risk; Member – Nominations & Governance; designated “Risk Management Expert” under Dodd‑Frank.
- Attendance: Board met 14 times in 2024; all incumbent directors met ≥75% attendance threshold, and 12/12 attended the 2024 Annual Meeting.
- Risk oversight scope (O&CR Committee): non‑financial risk, information security and cyber risk, third‑party risk, privacy, crisis preparedness, business continuity, CRA program oversight, compliance management system, legal/regulatory oversight, and model risk management.
- Governance practices: annual elections with majority vote standard; separate Chair/CEO; executive sessions at Board and committee meetings; director ownership and retention guidelines.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees ($) | $100,000 | $100,000 |
| Stock awards ($) | $124,991 (restricted stock vests at 2024 Annual Meeting) | $144,985 (restricted stock vests at 2025 Annual Meeting) |
| Other ($) | $20 (life insurance premium) | $20 (life insurance premium) |
| Total ($) | $225,011 | $245,005 |
Director fee structure (2024 program): Board retainer $70,000; Board Chair retainer $125,000; Committee chair retainers: Audit $30,000; Compensation $25,000; Nominations & Governance $20,000; Operational & Compliance Risk $20,000; Financial Risk $20,000; committee membership retainers: Audit $15,000; Compensation $12,500; N&G $10,000; O&CR $10,000; Financial Risk $10,000.
Performance Compensation
| Element | Design | Metrics |
|---|---|---|
| Director equity | Time‑based restricted stock; annual grant that vests at the next Annual Meeting if incumbent | None (no performance metrics; directors do not receive PSUs) |
Other Directorships & Interlocks
| Company | Current/Prior | Overlap/Interlock |
|---|---|---|
| SCVX Corp. | Prior (2020–2022) | No SLM‑disclosed interlocks or related‑party exposure |
| Non‑profit/Private boards | Current/Prior as above | No related‑party transactions disclosed involving Ms. Schneck‑Last |
Expertise & Qualifications
- Technology governance and cybersecurity leadership from Goldman Sachs, directly relevant to SLM’s data, vendor, and cyber risk oversight.
- Recognized “Risk Management Expert” by the Board; chairs O&CR overseeing non‑financial risk frameworks.
- Subsidiary bank board service enhances prudential oversight consistency across entities.
Equity Ownership
| Metric | 2024 (as of 2/29/2024) | 2025 (as of 4/21/2025) |
|---|---|---|
| Beneficial ownership (shares) | 78,916 | 86,169 |
| % of shares outstanding | <1% | <1% (Company had 209,856,503 shares outstanding) |
| Restricted stock outstanding | 7,693 (incl. DEUs) | 7,138 (incl. DEUs) |
| Stock options | None disclosed for directors; no options shown for her in ownership table |
Ownership alignment and policies:
- Director stock ownership guideline: value equal to 5× annual cash retainer, to be met within five years; as of Dec 31, 2024, all then‑current directors were compliant or expected to achieve compliance.
- Hedging and pledging of company stock prohibited for directors.
- Section 16 compliance: All required beneficial ownership reports were timely in 2024.
Governance Assessment
- Strengths: Independent status; chairing O&CR with material scope over cyber/privacy/third‑party/compliance risks; Board‑designated risk management expertise; strong director ownership guidelines with compliance; robust governance structures (majority vote, annual elections, exec sessions, separate Chair/CEO).
- Alignment: Mix of cash and time‑based equity; annual restricted stock grants align with shareholder value over the director’s service horizon; no performance‑linked pay, consistent with good director independence.
- Attendance and engagement: Board met 14 times in 2024; directors (other than one exception due to family emergency) met attendance expectations; Annual Meeting attendance solid.
- Conflicts/related‑party exposure: No related‑party transactions disclosed involving Ms. Schneck‑Last; N&G Committee (of which she is a member) oversees related‑party transaction reviews.
- Additional signals: High say‑on‑pay support (96.6% in 2024; 98.1% in 2023) indicates broad investor confidence in compensation governance; while not directly attributable to directors, it reflects overall governance health.
No RED FLAGS identified specific to Ms. Schneck‑Last in the proxy disclosures: no pledging/hedging, no related‑party transactions, no delinquent filings, and committee leadership aligned to her expertise.