SLM (SLM) DEF 14ADefinitive proxy

300 Continental Drive

Newark, Delaware 19713

April 27, 2023

		Dear Fellow Stockholders:   We executed on our strategic imperatives and grew our core business in 2022 –increasing originations, expanding net interest margin, returning a significant amount of capital to shareholders, and rigorously managing expenses

in an uncertain macroeconomic environment. While credit performance remains a focus, the overall strength of our franchise and investments in our processes, programs, and people position us to deliver continued shareholder value and long-term success.

We’re charting an ambitious course at Sallie Mae as the market leader for private student lending, but our mission and purpose is much greater. We’re an education solutions company, helping students and families navigate to, through, and immediately after college.

I’m pleased we’ve already hit the ground running in 2023, and we are seeing positive outcomes and momentum on multiple fronts. We expect the private student lending market to return to a more normalized growth rate, our originations engine is strong, and prepayment speeds continue to slow, which bodes well for balance sheet growth or continued loan sales. The acquisition of Nitro College, a digital marketing and education solutions company, has further jumpstarted our efforts to reach more students and families and expand our Education Services lines of business.

We’re also deepening our relationships with Historically Black Colleges and Universities (HBCUs) and continue to offer our own scholarship programs to help students from all backgrounds access and complete higher education. Our Bridging the Dream Scholarship Program, in partnership with Thurgood Marshall College Fund, is part of the three-year, $3 million commitment to open the doors of higher education to students from underserved communities. To date, 600 scholarships totaling $2 million have been awarded.

2023 PROXY STATEMENT          

Notice of 2023

Annual Meeting of Stockholders

Items of Business:

		PROPOSAL 1— Elect 12 directors nominated by the Sallie Mae Board of Directors (the “Board of Directors” or the “Board”), each for a one-year term, to serve until their successors have been duly elected and qualified;
		PROPOSAL 2— Approve, on an advisory basis, Sallie Mae’s executive compensation;
		PROPOSAL 3— Approve, on an advisory basis, the frequency of future advisory votes on Sallie Mae’s executive compensation;
		PROPOSAL 4— Ratify the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the year ending December 31, 2023; and
		OTHER BUSINESS— Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

2023 Virtual Annual Stockholder Meeting

After careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for Sallie Mae at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including submitting questions. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SLM2023. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. The meeting webcast will begin promptly at 1:00 p.m., Eastern Daylight Time. We encourage you to log in and access the meeting at least 15 minutes prior to the start time.

Record Date:

Stockholders of record of the Company’s Common Stock, par value $.20 per share (“Common Stock”), as of the close of business on April 21, 2023, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 21, 2023, 242,378,966 shares of Common Stock were outstanding and eligible to be voted.

By order of the Board of Directors

Richard M. Nelson

Corporate Secretary

April 27, 2023

2023 PROXY STATEMENT          

Table of Contents

TABLE OF CONTENTS

The Board of Directors of SLM Corporation (“Sallie Mae,” “SLM,” the “Company,” “we,” “our,” or “us”) is furnishing this proxy statement to solicit proxies for use at Sallie Mae’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A copy of the Notice of the Annual Meeting accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our stockholders beginning on or about May 4, 2023. We have determined that the Annual Meeting will be held in a virtual meeting format only (with no in-person meeting), via the Internet, at www.virtualshareholdermeeting.com/SLM2023. For more information regarding the Annual Meeting process, please review the section entitled “Questions and Answers About the Annual Meeting and Voting” contained at the end of this proxy statement.

The proxy statement and Sallie Mae’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”) are available at: https://www.salliemae.com/investors/shareholder-information and https://materials.proxyvote.com. You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Office of the Corporate Secretary at the Company’s principal executive offices, located at 300 Continental Drive, Newark, Delaware 19713. Sallie Mae will provide a copy of the 2022 Form 10-K without charge to any stockholder upon written request.

Proxy Statement Summary

This summary highlights certain information contained in the proxy statement. You should read the entire proxy statement and the 2022 Form 10-K carefully before you vote.

SLM’s Strategy

To further focus our business and increase shareholder value, we continue to advance our strategic imperatives. Our focus remains on maximizing the profitability and growth of our core private student loan business, while harnessing and optimizing the power of our brand and attractive client base. In addition, we continue to seek to better inform the external narrative about student lending and Sallie Mae. We also strive to maintain a rigorous and predictable capital allocation and return program to create shareholder value. We are focused on driving a mission-led culture that continues to make Sallie Mae a great place to work. We also continue to strengthen our risk and compliance function, enhance and build upon our risk management framework, and assess and monitor enterprise-wide risk.

We work to maximize the revenue of our core private student loan business by (i) driving penetration at all schools, (ii) increasing market share by fully meeting student funding needs, (iii) using enhanced risk-adjusted pricing and underwriting, and (iv) improving our marketing, digital, and data capabilities. In addition, we work to manage our unit costs by (a) employing a strong fixed cost discipline, (b) driving towards reducing both the unit costs of servicing and the unit cost of acquisitions, and (c) improving third-party vendor cost management.

On March 4, 2022, we completed the acquisition of the assets of Nitro College, which provides resources that help students and families evaluate how to responsibly pay for college and manage their financial responsibilities after graduation. The addition of Nitro College brought innovative products, tools, and resources to help students and families confidently navigate their higher education journey.

The acquisition of Nitro College enhances future strategic growth opportunities for Sallie Mae and expands our digital marketing capabilities, reduces the cost to acquire customer accounts, and accelerates our progress to become a broader education solutions provider helping students to, through, and immediately after college.

2023 PROXY STATEMENT        1

PROXY STATEMENT SUMMARY

We strive to optimize the value of our brand and attractive client base by (i) building products and services that leverage our customer affiliation, (ii) ensuring products and services are consistent with our core mission and drive customer value, (iii) prioritizing partnerships and other capital efficient avenues of growth, and (iv) looking for opportunities to optimize the return on our investment.

In 2022, we worked to maintain a rigorous capital allocation and return program by (i) paying quarterly Common Stock dividends of $0.11 per share, (ii) selling approximately $3 billion of private education loans during the year, and (iii) repurchasing 40 million shares of our Common Stock under Rule 10b5-1 trading plans authorized under our share repurchase programs.

Corporate Governance Highlights

We believe that strong corporate governance is critical for our success. To this end, we have established robust governance structures including (i) separating the roles of Board Chair and CEO, (ii) focusing on director independence as our Board of Directors is comprised of 92% independent directors, and (iii) continuing our commitment to diversity among our Board of Directors, with 50% of our directors self-identifying as diverse, as disclosed further below in the NASDAQ Board Diversity Matrix. In addition, we are focused on Environmental, Social, and Governance practices, as disclosed further below in the “Environmental, Social, and Governance Practices” section in this proxy statement.

Executive Compensation

Our executive compensation philosophy has generally aligned the compensation received by our named executive officers with the Company’s performance. Our performance-based compensation programs focus our senior executives on goals that drive our financial performance while balancing risk and reward. Although the Company’s total shareholder return (as described below) has been positive over the last three years, payouts under our 2022 annual incentive plan were lower as compared to the prior year’s payouts because the Company’s performance in 2022 was not as strong as in 2021. While we achieved many significant Company successes in 2022, we did not deliver on certain key Company performance metrics during the year, such as charge-offs and earnings per share. For more information on our executive compensation including our practices and philosophy, please see our Compensation Discussion & Analysis on page 30.

2023 Annual Meeting of Stockholders

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Overview of Proposals

This proxy statement contains four proposals requiring stockholder action, each of which is discussed in more detail below. Proposal 1 seeks the election of 12 directors nominated by the Board of Directors. Proposal 2 seeks approval, on an advisory basis, of Sallie Mae’s executive compensation. Proposal 3 seeks approval, on an advisory basis, of the frequency of future advisory votes on Sallie Mae’s executive compensation. Proposal 4 seeks ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Each share of Common Stock is entitled to one vote on each proposal or, in the case of the election of directors, on each nominee.

2023 PROXY STATEMENT        3

Proposal 1

Election of Directors

Our Board of Directors has nominated and recommends 12 individuals for election to our Board of Directors at the Annual Meeting. These individuals are as follows:

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PROPOSAL 1  |  ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors

2023 PROXY STATEMENT        5

PROPOSAL 1  |  ELECTION OF DIRECTORS

6        SLM CORPORATION

PROPOSAL 1  |  ELECTION OF DIRECTORS

2023 PROXY STATEMENT        7

PROPOSAL 1  |  ELECTION OF DIRECTORS

8        SLM CORPORATION

PROPOSAL 1  |  ELECTION OF DIRECTORS

2023 PROXY STATEMENT        9

PROPOSAL 1  |  ELECTION OF DIRECTORS

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PROPOSAL 1  |  ELECTION OF DIRECTORS

Board of Directors Recommendation

2023 PROXY STATEMENT        11

Proposal 2—

Advisory Vote on

Executive Compensation

Sallie Mae is asking stockholders to approve an advisory resolution (commonly referred to as a “say-on-pay” resolution) on its executive compensation as reported in this proxy statement. Sallie Mae urges stockholders to read the “Compensation Discussion and Analysis” section (“CD&A”) of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of Sallie Mae’s named executive officers (“NEOs”).

At our annual meeting of stockholders held in June 2022, we submitted a non-binding vote to our stockholders to approve our executive compensation. Approximately 98.6 percent of the stockholders voted in favor of the say-on-pay proposal. We attribute that broad support in part to our continued efforts to understand and address the feedback we received from our stockholders. Specifically, in 2022 we continued to focus on performance-based compensation for our NEOs as we (i) tied a significant portion of total NEO compensation to the achievement of performance goals that we believe drive the fundamentals of our business and (ii) awarded a significant percentage, 50 percent, of the NEO’s long-term incentive plan (“LTIP”) equity awards in the form of performance-based awards consisting of performance stock units (“PSUs”).

The compensation awarded to our Chief Executive Officer (“CEO”), Jonathan W. Witter, and other NEOs for 2022 reflects the execution on our strategic priorities and core business in 2022, i.e., growing loan originations, expanding net interest margin, returning a significant amount of capital to stockholders, and rigorously managing expenses in an uncertain macroeconomic environment. The Compensation Committee is mindful of its responsibility to align executive compensation with the overall performance of the Company, while taking into consideration the need to provide market competitive compensation in order to recruit and retain highly skilled and experienced executives. The CD&A provides a comprehensive discussion and rationale for the 2022 pay decisions made by the Compensation Committee and the correlation to Company performance.

As described in the CD&A, our executive compensation programs are designed to attract, retain, and motivate our NEOs, who are important to our long-term success. Under these programs, we provide our NEOs with appropriate objectives and incentives to achieve our business goals. We believe that our compensation features demonstrate our responsiveness to our stockholders, our commitment to our pay-for-performance philosophy, and our goal of aligning management’s interests with those of our stockholders to support the creation of long-term value.

The Board of Directors has adopted a policy providing for annual “say-on-pay” advisory votes. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, Sallie Mae is asking stockholders to approve the following advisory resolution at the Annual Meeting:

“Resolved, that Sallie Mae’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in this proxy statement.”

This proposal to approve the resolution regarding the compensation of Sallie Mae’s NEOs requires the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including broker non-votes, have no direct effect on the matter. This proposal is advisory in nature and, therefore, is not binding upon the Compensation Committee or the Board of Directors. However, the Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation decisions. Following our Annual Meeting, we expect to hold the next advisory say-on-pay vote at our 2024 annual meeting of our stockholders.

Board of Directors Recommendation

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Proposal 3—

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

Section 14A of the Exchange Act also requires the Company to hold, at least once every six years, shareholder advisory votes on the frequency of future advisory votes on executive compensation. This proposal allows the Company’s stockholders to express their views on whether future advisory votes on executive compensation of the nature reflected in Proposal 2 should occur every one, two, or three years. Stockholders may specify “1 year”, as recommended by the Board of Directors, or “2 years” or “3 years” on the proxy card or voting instruction form or may abstain from voting on this proposal.

Historically, the Board of Directors has recommended stockholders hold an advisory vote on executive compensation each year. An annual vote provides stockholders with an opportunity to provide input on compensation decisions and allows the Board of Directors to promptly reevaluate compensation policies and practices and reflect on stockholder feedback. This is also the preferred approach by many investors and institutional shareholder advisory service firms. For these reasons, the Board of Directors recommends that stockholders vote to hold an advisory vote on executive compensation every year.

The vote is advisory and not binding upon the Company and its Board of Directors. However, the Board of Directors values your opinion and will consider your vote when making future decisions on the frequency of the advisory vote. Notwithstanding the Board of Directors’ recommendation and the outcome of the stockholder vote, the Board of Directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs. Following our Annual Meeting, we expect to hold the next advisory vote on the frequency of future advisory votes on executive compensation at our 2029 annual meeting of our stockholders.

This proposal requires the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions will not be counted as votes cast “FOR” any of the frequency choices but will be counted as present or represented for determining whether any option receives a majority vote. If none of the options receive a majority vote, the option that receives the highest number of votes cast will be considered to be the frequency selected by stockholders. However, because this is only an advisory vote, the Board of Directors may decide that it is in the best interests of the stockholders and the Company to hold the say-on-pay vote more or less frequently than the option selected by the stockholders.

Board of Directors Recommendation

2023 PROXY STATEMENT        13

Proposal 4—

Ratification of the Appointment of the Independent Registered Public Accounting Firm

Sallie Mae’s independent registered public accounting firm, KPMG LLP (“KPMG”), is selected by the Audit Committee of Sallie Mae’s Board of Directors (the “Audit Committee”). The Audit Committee has engaged KPMG as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2023. Representatives of KPMG are expected to be present at the Annual Meeting, and they will have the opportunity to respond to appropriate questions from stockholders and to make a statement if they desire to do so.

This proposal is put before the stockholders because the Board of Directors believes it is a good corporate governance practice to provide stockholders a vote on ratification of the selection of the independent registered public accounting firm.

For ratification, this proposal will require the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter have no direct effect on the matter. If the appointment of KPMG is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement. Even if the selection of Sallie Mae’s independent registered public accounting firm is ratified, the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during 2023 if, in its discretion, it determines such a change would be in the Company’s best interests.

Board of Directors Recommendation

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Corporate Governance

Roles and Responsibilities of the Board of Directors

The Board of Directors believes strong corporate governance is critical to achieving Sallie Mae’s performance goals and to maintaining the trust and confidence of investors, employees, regulatory agencies, and other stakeholders.

The primary responsibilities of the Board of Directors are to:

Board Governance Guidelines

The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed each year by the Nominations and Governance Committee, which from time to time will recommend changes to the Board of Directors. The Guidelines are published at www.salliemae.com/investors/corporate-governance/ and a written copy may be obtained by contacting the Corporate Secretary at corporatesecretary@salliemae.com or SLM Corporation, 300 Continental Drive, Newark, DE 19713. The Guidelines, along with Sallie Mae’s By-Laws, embody the following governance practices, among others:

2023 PROXY STATEMENT        15

CORPORATE GOVERNANCE

Board Leadership Structure

Ms. Franke, an independent director of the Company and Sallie Mae Bank, our wholly-owned subsidiary (the “Bank”), serves as the first woman to chair the Board of Directors of the Company as well as the Board of Directors of the Bank. Our independent Board Chair serves as the principal representative of the Board of Directors, presiding over meetings of the Board of Directors and stockholders. Mr. Witter, our CEO, serves as a member of the Board of Directors. The Board of Directors believes an independent director is best situated to serve as Board Chair as an effective counterbalance to management and our CEO, who also serves on the Board of Directors. By separating the CEO role from the Board Chair role, the Company is currently put in the best position to oversee all executives of the Company, monitor and respond to key risks and strategic initiatives at the Company, and act in the best interest of stockholders. The Board of Directors believes the Company is currently best served by separating the roles of Board Chair and CEO, while, subject to Sallie Mae’s By-Laws, the Board of Directors reserves the right to revisit this structure and combine the two roles, depending on the future needs and strategy of the Company at any given point in time.

Director Independence

For a director to be considered independent, the Board of Directors must determine the director does not have any direct or indirect material relationship with Sallie Mae. The Board of Directors has adopted the Guidelines, which embody the corporate governance principles and practices of the Company. The Guidelines include the standards for determining director independence, which conform to the independence requirements of the NASDAQ Global Select Market (“NASDAQ”) listing standards.

The Board of Directors has determined that each of the individuals who served as a director during 2022 and all nominees standing for election at the Annual Meeting, other than Mr. Witter, our CEO, are independent of Sallie Mae.

Each member of the Board of Directors’ Audit, Nominations and Governance, and Compensation Committees is independent within the meaning of the NASDAQ listing standards, Exchange Act Rule 10A-3, and Sallie Mae’s own director independence standards set forth in the Guidelines. The Guidelines are published at www.salliemae.com/investors/corporate-governance/.

Board Diversity

Our Board of Directors believes diversity is important and seeks representation across a range of attributes, including gender, race, ethnicity, and professional experience, and regularly assesses diversity when identifying and evaluating director candidates. As of December 31, 2022, our Board of Directors consisted of the following:

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CORPORATE GOVERNANCE

Pursuant to NASDAQ’s Board Diversity Rule, which was approved by the SEC on August 6, 2021, Board diversity disclosure is provided in the two tables below as of December 31, 2021 and December 31, 2022, respectively. The Company is in compliance with the NASDAQ Board Diversity Rule as at least one director self-identifies as female and at least one additional director self-identifies as an underrepresented minority or LGBTQ+.

Board Diversity Matrix (As of December 31, 2022)

Board Diversity Matrix (As of December 31, 2021)

2023 PROXY STATEMENT        17

CORPORATE GOVERNANCE

Board Skills and Experience

Board, Committee, and Annual Meeting Attendance

Our Board of Directors met 15 times in 2022. Each of the incumbent directors attended at least 75 percent of the total number of meetings of the Board of Directors and committees on which he or she served. Directors are expected to attend the Annual Meeting, and 11 out of 12 of the then-serving members of the Board of Directors attended the Annual Meeting in June 2022. Mr. Frank C. Puleo retired on June 21, 2022, the date of the 2022 Annual Meeting. Accordingly, he did not stand for re-election and did not attend the 2022 Annual Meeting.

Roles of the Board and Its Committees

The Board of Directors has established the following standing committees to assist in its oversight responsibilities: Audit; Compensation; Nominations and Governance; Financial Risk; Operational and Compliance Risk; and Preferred Stock. Each committee is governed by a Board-approved written charter, which is evaluated annually and sets forth the respective committee’s functions, responsibilities, and delegated authority. Membership of each of the committees is established on an annual basis.

Committee charters are available at www.salliemae.com/investors/corporate-governance/. Stockholders may obtain a written copy of any and all committee charters by contacting the Corporate Secretary at corporatesecretary@salliemae.com or SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.

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CORPORATE GOVERNANCE

The following table sets forth the membership and number of meetings held for each committee of the Board of Directors as of December 31, 2022.

2023 PROXY STATEMENT        19

CORPORATE GOVERNANCE

Risk Oversight

The Board of Directors and its committees oversee Sallie Mae’s overall strategic direction, including setting risk management philosophy, tolerance and parameters, and establishing procedures for assessing the risks of each business line as well as the risk management practices the management team develops and utilizes. Management escalates to the Board of Directors and/or its committees any significant departures from established tolerances and parameters and reviews new and emerging risks. Throughout the year, the Board of Directors and/or its committees dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail with senior management, including risks related to cybersecurity. We believe this risk oversight structure complements our current Board leadership structure of separate Chair and CEO roles and each of the committees of the Board of Directors being comprised solely of independent directors. The primary risk oversight responsibilities of each of the standing committees of the Board of Directors are as follows:

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CORPORATE GOVERNANCE

Nominations Process

The Nominations and Governance Committee considers for nomination to the Board of Directors candidates recommended by stockholders and members of the Board of Directors. The candidates are evaluated based on the needs of the Board of Directors and Sallie Mae at that time. The Board of Directors seeks representation across a range of professional experiences, and that reflects gender, race, ethnic, and geographic diversity. The minimum qualifications and attributes the Nominations and Governance Committee believes a director nominee must possess include:

To recommend a candidate, stockholders should send, in writing, the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to the Chair of the Nominations and Governance Committee at corporatesecretary@salliemae.com or c/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 19713. The stockholder should also include his or her contact information and a statement of his or her share ownership. The nomination deadline for the 2023 Annual Meeting has now closed. A stockholder wishing to nominate a candidate for the 2024 Annual Meeting must comply with the notice and other requirements in the By-Laws as described under “Stockholder Proposals for the 2024 Annual Meeting” in this proxy statement.

Related Party Transactions

Sallie Mae has a written policy regarding review and approval of related party transactions. Transactions covered by the policy are transactions involving Sallie Mae in excess of $120,000 in any year in which any director, nominee, executive officer, or greater-than-five percent beneficial owner of the Company, or any of their respective immediate family members, has or had a direct or indirect material interest, other than solely as a director and/or less-than-ten percent owner of an entity involved in the transaction (“Related Party Transactions”). Loans made in the ordinary course of Sallie Mae’s business to executive officers, directors, and their family members are considered Related Party Transactions and are pre-approved. Moreover, the Bank has also adopted written policies to implement the requirements of Regulation O of the Board of Governors of the Federal Reserve System, which restricts the extension of credit to directors and executive officers and their family members and other related interests. Under these policies, extensions of credit that exceed regulatory thresholds must be, and are, approved by the board of directors of the Bank.

Under the Related Party Transactions policy, the Chief Legal, Government Affairs and Communications Officer will notify the Chair of the Nominations and Governance Committee of any proposed Related Party Transaction, and the Chair of the Nominations and Governance Committee will determine if approval under the policy is required. If required, the Nominations and Governance Committee will then review the proposed Related Party Transaction and make a recommendation to the Board of Directors regarding whether to approve the transaction. In considering a transaction, the Nominations and Governance Committee and the Board of Directors take into account whether a transaction would be on terms no less favorable than to an unaffiliated third party under the same or similar circumstances, among other factors.

Environmental, Social, and Governance Practices

In conducting our business, we continually pursue practices we believe will drive sustainable, long-term growth and profitability. Such “environmental, social, and governance” or “ESG” practices may mean different things to different investors and stakeholders and to the organizations that evaluate and rate ESG practices. Our ESG practices are shaped by our mission—to power confidence as students begin their unique journeys. In April 2023, we released our annual ESG report, discussing our commitment to ESG practices. For a full discussion, please read our ESG report at www.salliemae.com/esg. Neither the report nor our website is incorporated by reference in this proxy statement.

2023 PROXY STATEMENT        21

CORPORATE GOVERNANCE

Human Capital Empowerment and Talent Development

We believe in a just and inclusive, values-based, mission-led culture that inspires commitment and drives performance. Our human capital strategy is focused on the attraction, development, empowerment, recognition, and rewarding of team members as they bring our mission to life.

We strive to create a diverse culture of inclusion and an environment that encourages and reinforces mutual trust, makes it safe to express thoughts, ideas and concerns, and connects and embraces diverse backgrounds and perspectives to power and fuel our mission. We believe such a diverse and inclusive workforce can lead to a more effective company.

We are focused on providing a total compensation package that enables us to attract, motivate, and retain our employees to help drive our business forward. Our benefits package includes company contributions to the 401(k) plan, educational assistance to our team members and their dependents, flexible work arrangements, and other comprehensive health and welfare programs. We also believe in paying competitive market wages, which is why we established $20/hour as our minimum starting rate for all positions in 2021.

As of December 31, 2022, we had approximately 1,700 team members, all located in the United States. We believe an engaged workforce leads to a more innovative, productive, and profitable company. For this reason, we measure employee engagement through culture surveys. These culture surveys provide insights we use to create an environment in which team members thrive and bring their full selves to work.

Ensuring the safety and well-being of our team members continued to be a priority during the COVID-19 pandemic. In March 2020, we enacted a robust business continuity plan, including remote working capabilities for all team members. We further adapted to the changing environment in 2021, and now offer remote, in-office, and hybrid options so our team may work in a manner best suited for them and their positions. We continue to provide team members with the tools and resources necessary to support their success and drive performance of the Company.

Our team members are involved in the communities in which they live and work through the Sallie Mae Employee Volunteer Program and the Sallie Mae Employee Matching Gift Program. In 2022, our team members volunteered 1,928 hours of their time through our community engagement programs. We also provide matching gifts for team members to support the interests and needs of them and their communities.

Corporate Governance

Sallie Mae’s Board of Directors, executive leaders, team members, and business partners are committed to operating under sound principles of corporate governance. We believe maintaining high standards of accountability and transparency are fundamental for the long-term success of our business. Our corporate governance structure ensures robust Board and management responsibility, responsiveness to our stockholders, and responsible decision-making. Our overarching code of conduct, corporate governance policies, Board committee charters, certificate of incorporation, and By-Laws form the framework of governance at Sallie Mae. Since the formation of the Company, we have attracted and built a strong, qualified, and diverse Board of Directors whose members have expertise relevant to our business and are deeply committed to operating ethically and with integrity. Eleven members of the Board are independent directors, including Ms. Franke, the first woman to serve as Board Chair in the Company’s history.

Political Expenditures

Our current policy on political activities is publicly available on our website at www.salliemae.com/investors/corporate-governance/ and sets forth the principles regarding our stance on political activities. We comply with federal, state, and local lobbying registration and disclosure requirements. We work closely with the Nominations and Governance Committee to review and assess our existing policies, procedures, and decision-making approaches to government relations and political activities.

At this time, we have one long-term, experienced employee engaged in lobbying activities exclusively related to matters that directly or indirectly affect the Private Education Loan (as hereinafter defined) industry and our mission. The compensation of the employee, and other executives, for time attributed to lobbying activity is reported as lobbying expenditure. That employee manages external, bipartisan lobbying/consulting firms that assist with the same objectives, and we report the lobbying-related expenditures made to external firms in our lobbying disclosures. Our involvement with industry associations is limited to those associations comprised of financial institutions with similar interests.

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CORPORATE GOVERNANCE

Quarterly disclosures detailing our lobbying activities and expenditures, as required by the Lobbying Disclosure Act of 1995, are posted online by the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate. Disclosures relating to contributions by our Political Action Committee are posted online by the Federal Election Commission (“FEC”). We will continue to comply with all applicable laws and regulations on disclosure of those activities.

The Sallie Mae Political Action Committee (“PAC”)

In June 2015, we formed the Sallie Mae PAC. Our PAC is governed by an Advisory Board comprised of six employees, who represent different divisions within the Sallie Mae organization. The PAC’s Advisory Board reviews and approves all PAC contributions. The PAC’s Advisory Board evaluates candidates, of any party, on factors that include their views on policy matters that impact Sallie Mae and our employees, their committee or leadership role, and representation of Sallie Mae facilities and employees.

Our PAC contributions are published on the FEC website.

Stockholder Communications with the Board

Stockholders and other interested parties may submit communications to the Board of Directors, the non-management directors as a group, the Board Chair, or any other individual member of the Board of Directors by contacting the Corporate Secretary in writing at corporatesecretary@salliemae.com or c/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.

Code of Business Conduct

We have a Code of Business Conduct that applies to the Board of Directors and all employees. The Code of Business Conduct is available on our website (www.salliemae.com/investors/corporate-governance/) and a written copy is available from the Corporate Secretary. We intend to post amendments to or waivers of the Code of Business Conduct, if any (to the extent applicable to the Company’s chief executive officer, principal financial officer, principal accounting officer, or any director), at this location on our website.

2023 PROXY STATEMENT        23

Report of the Audit Committee of the Board of Directors

The Audit Committee hereby reports as follows:

24        SLM CORPORATION

Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm Fees for 2022 and 2021

Aggregate fees billed for services performed for Sallie Mae by its independent accountant, KPMG, for fiscal years ended December 31, 2022 and 2021, are set forth below.

Audit Fees. Audit fees include fees for professional services rendered for the audits of the consolidated financial statements of Sallie Mae and statutory and subsidiary audits, and for assistance with review of documents filed with the SEC.

Audit-Related Fees. Audit-related fees include fees for assurance services related to servicing compliance reports, trust servicing and administration compliance reports, attest services that are not required by statute or regulation, and services related to the issuance of consents and comfort letters.

Tax Fees. Tax fees include fees for federal and state tax compliance, and tax consultation services.

All Other Fees. All other fees for the fiscal year ended December 31, 2022 were $0. All other fees for the fiscal year ended December 31, 2021 were $0.

Pre-Approval Requirements

The Audit Committee’s charter addresses the approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company. The Audit Committee’s charter requires all services to be provided by our independent registered public accounting firm be pre-approved by the Audit Committee or its Chair. Each approval of the Audit Committee or the Chair of the Audit Committee must describe the services provided and set a dollar limit for the services. The Audit Committee, or its Chair, pre-approved all audit and non-audit services provided by KPMG during 2022. Reporting is provided to the Audit Committee regarding services the Chair of the Audit Committee pre-approved between committee meetings. The Audit Committee receives regular reports from management regarding the actual provision of all services by KPMG. No services provided by our independent registered public accounting firm were approved by the Audit Committee pursuant to the “de minimis” exception to the pre-approval requirement set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

2023 PROXY STATEMENT        25

Ownership of Common Stock by 5 percent or more holders

The following table provides information about each stockholder known to Sallie Mae to beneficially own five percent or more of the outstanding shares of our Common Stock, based solely on the information filed by each such stockholder in 2023 for the year ended December 31, 2022 on Schedule 13G, 13G/A, or 13F-HR, as applicable, under the Exchange Act.

26        SLM CORPORATION

Ownership of Common Stock by Directors and Executive Officers

The following table sets forth information concerning the beneficial ownership of Sallie Mae’s Common Stock by: (i) our current directors and nominees; (ii) the Named Executive Officers listed in the Summary Compensation Table; and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options). Information is provided as of February 28, 2023, unless noted otherwise. As of February 28, 2023, the Company had 242,216,315 outstanding shares of Common Stock. The beneficial owners listed have sole voting and investment power with respect to shares beneficially owned, except as to the interests of spouses or as otherwise indicated.

2023 PROXY STATEMENT        27

Executive Officers

Our executive officers are appointed annually by the Board of Directors. The following sets forth biographical information concerning Sallie Mae’s executive officers who are not directors. Biographical information for Mr. Witter is included in Proposal 1—Election of Directors.

		Steven J. McGarry   Age 65

Position and Business Experience

		Kerri A. Palmer   Age 52

Position and Business Experience

		Donna F. Vieira   Age 58

Position and Business Experience

28        SLM CORPORATION

EXECUTIVE OFFICERS

		Jonathan R. Boyles   Age 56

Position and Business Experience

		Nicolas Jafarieh   Age 48

Position and Business Experience

2023 PROXY STATEMENT        29

Executive Compensation

Compensation Discussion and Analysis

CD&A Roadmap

30        SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

In this Compensation Discussion and Analysis (“CD&A”), we describe our compensation practices and programs in the context of our NEOs. It is worth noting our compensation practices and programs applicable to our NEOs in many cases also apply to senior executive employees other than our NEOs.

Our primary business is to originate and service high-quality Private Education Loans. “Private Education Loans” are education loans for students or their families that are not made, insured, or guaranteed by any state or federal government. We also offer a range of deposit products insured by the Federal Deposit Insurance Corporation. In 2022, approximately 369,000 families chose us as their Private Education Loan provider, more than any other private student loan lender. We originated approximately $6.0 billion of Private Education Loans in 2022, an increase of 10 percent from the year ended December 31, 2021. As of December 31, 2022, we had $19.0 billion of Private Education Loans held for investment, net, outstanding. The Private Education Loans we make to students and families serve primarily to bridge the gap between the cost of higher education and the amount funded through family income and savings, scholarships and grants, and federal financial aid. We also extend Private Education Loans as an alternative to similar federal education loan products where we believe our rates are competitive.

Our performance-based compensation programs, including the 2022 Annual Incentive Plan, which consists of (i) a short-term annual cash bonus (the “2022 AIP”), and (ii) the performance-based element of the LTIP, consisting of a grant of PSUs that vest solely based on a relative total shareholder return (“TSR”) measure that vests over a three-year period, focus our senior executives on goals that drive our financial performance while balancing risk and reward.

As discussed in more detail herein, our 2022 AIP encourages executives to focus on customer growth (through the Private Education Loan originations metric), while ensuring that such growth comes from high credit quality loans (through the private Education Loan originations metrics). Our 2022 performance-based compensation programs also include the following financial metrics: pre-tax, pre-provision, pre-operating expense income per share, operating expenses, and relative TSR.

Although the Company’s TSR performance has been positive over the last three years, payouts under our 2022 AIP were lower for 2022 than for 2021 because the Company’s performance in 2022 based on other performance metrics was not as strong as in 2021. While we achieved significant Company successes in 2022, such as (i) growing originations, (ii) expanding net interest margin, (iii) returning a significant amount of capital to stockholders, and (iv) rigorously managing expenses in an uncertain macroeconomic environment, we did not deliver on certain key Company performance metrics. Specifically, (a) charge-offs were higher than anticipated due to a combination of factors, including the previously announced credit administration practices changes the Company implemented in 2021 that imposed additional requirements for those borrowers requesting forbearance, as well as a shortage and lack of tenured collections staff, and other operational challenges during much of 2022; and (b) earnings per share were lower than expected based on the fourth-quarter provision for credit losses of $297 million and the write down of $60 million of the value of an investment in non-marketable equity securities. Accordingly, because we continue to value a pay-for-performance philosophy that aligns compensation with Company performance, NEO payouts under the 2022 AIP were approximately 15% less than the prior year’s NEO annual incentive plan payouts, as illustrated in the “Non-Equity Incentive Compensation” column in the Summary Compensation Table on page 52. This was the case despite other accomplishments that have brought significant value to our stockholders.

We believe this continued emphasis on performance-based compensation, as well as the continued focus on share value as a key metric for equity-based compensation, should further align our executives’ compensation with the interests of our stockholders.

2023 PROXY STATEMENT        31

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

The pay-for-performance philosophy underlying our executive compensation program provides a competitive total compensation program tied to both Company and individual performance, aligned with the interests of our stockholders, and designed to attract and retain executives. For 2022, we used the following principles to implement our compensation philosophy and achieve our executive compensation program objectives:

Named Executive Officers

For the fiscal year ended December 31, 2022, our Named Executive Officers were:

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Practices Summary

2023 PROXY STATEMENT        33

COMPENSATION DISCUSSION AND ANALYSIS

Stockholder Engagement & Say-on-Pay Results

Stockholder Engagement

We engage with our stockholders and proxy advisory firms throughout the year and provide stockholders with an annual opportunity to cast an advisory say-on-pay vote. At our 2022 annual meeting of stockholders, approximately 98.6 percent of the votes present voted in favor of our say-on-pay proposal. Through our stockholder engagement and strong say-on-pay vote, we gathered important information on how our compensation policies could continue to improve and continued practices that encourage sustainable long-term growth. We continue to focus on performance-based compensation for our NEOs as we (i) tie a significant portion of total NEO compensation to the achievement of performance metrics and goals pursuant to the AIP and (ii) award a significant percentage, set at 50 percent, of each NEO’s LTIP in the form of PSUs. Stockholder engagement and the outcome of the say-on-pay vote results will continue to inform future compensation decisions. Over the last five years, stockholders have strongly supported our executive compensation program, with 89% or more of the votes cast in support of the program each year.

Historical Say-on-Pay Vote

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COMPENSATION DISCUSSION AND ANALYSIS

Stock Performance

Our stock generated a three-year total return for stockholders of 95.7 percent from 2019 through 2022, compared to 3.2 percent for our peer group of companies, 23.2 percent for the S&P Supercomposite Consumer Finance Sub Industry Index, and 26.2 percent for the S&P 400 Regional Bank Sub-Industry Index. As of December 31, 2022, we ranked in the 90^th percentile of total returns for the three-year period of our peer group.

Total Shareholder Return

12/31/19-12/31/22

Over the last three years, Total Assets have decreased by 11.9 percent and GAAP Diluted Earnings Per Common Share has increased by 35 percent.

Highlights of Company Performance

2023 PROXY STATEMENT        35

COMPENSATION DISCUSSION AND ANALYSIS

Allocation of Compensation

The charts below illustrate, for our CEO and separately for the other NEOs in aggregate, the percentage of 2022 compensation that consisted of base salaries, target annual bonuses (determined and paid in cash in early 2023), and LTIP awards of RSUs and PSUs granted in early 2022.

36        SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

The compensation program in 2022 for our NEOs consisted of seven elements. These elements, as well as the reasons why each was chosen and the ways in which each achieves our compensation objectives, are described below:

2023 PROXY STATEMENT        37

COMPENSATION DISCUSSION AND ANALYSIS

How Our Compensation Decisions Are Made

38        SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

In establishing compensation levels and structures, policies, and performance for 2022, the Compensation Committee also considered the results of the 2022 annual meeting of stockholders “say-on-pay” advisory vote of stockholders, which received the approval of approximately 98.6 percent of the holders of the Common Stock present or represented, and entitled to vote thereon, and recommendations from stockholders as part of our stockholder outreach. Given the results of the stockholder advisory vote, the Compensation Committee’s ongoing review of our compensation programs, and feedback from our stockholders, the Compensation Committee believes our existing executive compensation programs effectively align the interests of our NEOs with our short-term and long-term goals.

Base Salary Determinations

The following factors are considered in determining any base salary adjustments for our NEOs:

Based on these factors, our NEOs’ base salaries were adjusted during fiscal year 2022 as follows:    

The increase of each of the NEO’s base salary was intended to (i) ensure his or her compensation remains competitive with the market and (ii) recognize his or her respective performance as well as the Company’s performance in 2021.

2023 PROXY STATEMENT        39

COMPENSATION DISCUSSION AND ANALYSIS

2022 Annual Incentive Plan for Named Executive Officers

Annual Incentive Plan Goal Setting

Each year, management develops a rigorous business plan that reflects the Company’s strategy for achieving operating and financial results to enhance franchise value while prudently growing our business. The Company’s business plan was the source of the performance goals approved by the Compensation Committee for purposes of setting our 2022 AIP targets and funding metrics. These performance goals were carefully analyzed and subject to considerable review by the Compensation Committee, with the advice of its independent compensation consultant.

Since establishing Sallie Mae as a stand-alone consumer bank in April 2014, we generally have been able to consistently enhance franchise value by growing assets and earnings, maintaining conservative credit standards, and providing excellent customer service. As a financial institution, our funding metrics for the 2022 AIP were designed to balance asset growth, credit quality, operating expenses, and risk management by utilizing a mix of financial metrics (pre-tax, pre-provision, pre-operating expense income per share and operating expenses), a customer growth metric (private education loan originations), and a credit quality metric (net charge-offs).

In selecting objective performance metrics and establishing challenging target, threshold, and maximum levels, the Compensation Committee considered the upcoming year’s business objectives and outlook in light of the unique dynamics of the consumer-banking sector at that point in time. Rather than only examining and relying upon the prior year’s targets and actual results—which may not reflect the current year’s changes to our strategic business plan—and challenges affecting our industry, the Compensation Committee’s goal setting considers particular and timely market trends that are likely to impact our business based on current activity, as well as our Company’s projected growth and other factors specific to our business.

Four corporate metrics were established by the Compensation Committee to determine the funding of the 2022 AIP.

40        SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

As discussed above, these four metrics were derived from management’s 2022 objectives identified in our annual business plan. These metrics, their rationale, and the weightings at which they were set are discussed in the table below:

Minimum, target, and maximum achievement levels were set for each performance metric and a weight assigned to each performance metric based on its relative importance to our overall operating plan. Our NEOs were each eligible to receive bonuses up to a stated maximum percentage of their base salary, not to exceed $5 million, assuming the initial funding threshold was achieved.

2022 AIP Funding and Payout Computation

In May 2022, the Compensation Committee established the bonus pool funding metrics. In February 2023, the Compensation Committee, including the independent Board Chair, reviewed our relative achievement of the previously established bonus pool funding metrics, and after discussions with our CEO, determined that for the year ended December 31, 2022 the bonus pool should be funded at 94.9 percent based on the achievement of the four funding metrics as summarized in the table below.

2023 PROXY STATEMENT        41

COMPENSATION DISCUSSION AND ANALYSIS

Application of the 2022 AIP funding score, based on the four funding metrics approved in May 2022, resulted in the following:

(Dollars in Millions, except per share amounts)

With a 2022 AIP funding score of 94.9 percent, the Compensation Committee assessed each NEO’s individual performance against outcome-based goals as further detailed in the section titled “NEO Achievements” below. Each NEO’s respective individual performance was assessed during the annual performance review and covered employees risk review, in the following three areas: (i) delivering against investor expectations; (ii) executing our strategic imperatives; and (iii) enhancing the general strength of the organization. With respect to the 2022 AIP, as in prior years, the Compensation Committee had discretion to increase or reduce any bonus amount, including down to zero, that would otherwise be earned or payable to any participant and to take into account assessment of any other additional factors. The annual bonus payment to each NEO under the 2022 AIP is set forth below.

42        SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

2022 NEO Long-Term Incentive Program

In connection with our 2022 NEO LTIP awards, the Compensation Committee utilized a combination of (i) 50 percent RSUs vesting in one-third increments over each anniversary of the grant date, and (ii) 50 percent PSUs vesting in 2025 upon certification by the Compensation Committee as to the achievement of the relative TSR performance metric with a one-year holding period after vesting as described in more detail below, Our 2022 LTIP grants are intended to provide long-term incentive and performance-based compensation to our NEOs in order to retain and attract highly qualified executives and tie their performance to the performance of our Company, thus aligning their interests with the interests of our stockholders.

Relative TSR

We believe relative TSR, the sole PSU performance metric, is important because it aligns the interests of our management with those of our stockholders. Our relative TSR will be evaluated by comparing the Company’s stock price performance to a defined set of comparable companies based on size, volatility, stock price correlation, and industry.

We annually review the metrics (and related target levels) used in our long-term incentive programs to ensure they remain aligned with our strategic plan and the interest of our stockholders. The PSU goal is derived from a rigorous process that involved input and discussions among the Compensation Committee, our CEO, human resources, finance personnel, risk management, legal, and the Compensation Committee’s independent compensation consultant.

The table below sets forth the value of LTIP awards granted in February 2022⁽¹⁾: