SLM (SLM) DEF 14ADefinitive proxy

Letter from the CEO

2024 PROXY STATEMENT   

Notice of SLM Corporation’s 2024

Annual Meeting of Stockholders

Items of Business:

		PROPOSAL 1— Elect 12 directors nominated by the SLM Corporation 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, SLM Corporation’s executive compensation;
		PROPOSAL 3— Ratify the appointment of KPMG LLP as SLM Corporation’s independent registered public accounting firm for the year ending December 31, 2024; and
		OTHER BUSINESS— Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

2024 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 SLM Corporation at this time, as it enables engagement with our stockholders, regardless of size of holdings, resources, or physical location of stockholders. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would be 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/SLM2024. 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 22, 2024, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 22, 2024, 219,715,879 shares of Common Stock were outstanding and eligible to be voted.

By order of the Board of Directors

Richard M. Nelson

Corporate Secretary

April 26, 2024

2024 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 2024 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 3, 2024. 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/SLM2024. 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.

This proxy statement and Sallie Mae’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 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 2023 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 2023 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 functions, 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 with goals of (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, (c) improving third-party vendor cost management, and (d) striving for strong operating leverage.

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. On July 21, 2023, we completed the acquisition of several key assets of Scholly, Inc. (“Scholly”), a scholarship publishing and servicing platform, comprised of websites and mobile application search products that offer custom recommendations for post-secondary scholarships for students, their families, and others as well as related services for scholarship providers.

The acquisitions of these Nitro College and Scholly assets enhance future strategic growth opportunities for Sallie Mae and expand our digital marketing capabilities, reduce the cost to acquire customer accounts, and accelerate our progress to become a broader education solutions provider. Both acquisitions align with and support our mission to provide

2024 PROXY STATEMENT  1

PROXY STATEMENT SUMMARY

students and their families the confidence to successfully navigate to, through, and immediately after the higher education journey.

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 return on our investments.

In 2023, 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 $3.15 billion of Private Education Loans during the year, and (iii) repurchasing 22 million shares of our Common Stock pursuant to Rule 10b5-1 trading plans authorized under our share repurchase programs.

Corporate Governance Highlights

We believe strong corporate governance is critical for our success. To that end, we have established robust governance structures including (i) separating the roles of Board Chair and Chief Executive Officer (“CEO”), (ii) focusing on director independence, as our Board of Directors as of December 31, 2023 was comprised of 92% independent directors, (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, and the directors with diverse skills and experience as disclosed further below in the Board Skills and Experience Matrix, and (iv) focusing on board refreshment as new directors commenced serving on the Board of Directors in early 2024.

Executive Compensation

Our executive compensation philosophy has 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. The Company’s total shareholder return (as described below) has continued to be strong compared to our peer group and payouts under our 2023 incentive plans align with the Company’s stock performance. We achieved significant successes in 2023, by delivering on key Company performance metrics during the year. For more information on our executive compensation, including our practices and philosophy, please see our “Compensation Discussion & Analysis” on page 30.

2024 Annual Meeting of Stockholders

2  SLM CORPORATION

Overview of Proposals

This proxy statement contains three 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 ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2024. 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.

2024 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:

4  SLM CORPORATION

PROPOSAL 1 | ELECTION OF DIRECTORS

2024 PROXY STATEMENT  5

PROPOSAL 1 | ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors

Janaki Akella(Independent) Former Digital Transformation Leader, Google LLCQualifications: Dr. Akellas decades of experience holding leadership roles in technology and growth strategy and advising clients in multiple industries regarding various information technology and data strategy matters, enables her to provide valuable insight to the Board of Directors in the areas of technology, business strategy, and operations. Age: 63 Director Since: January 2024 Professional Highlights: Chief of Business Operations, Director, Ads Privacy and Safety, Google LLC2020 to 2023; Head of Digital Transformation, Director, Cloud2018 to 2020; Chief of Staff for Search2017 to 2018 Partner, McKinsey & Company2007 to 2016; Associate Principal2003 to 2006; Engagement Manager2001 to 2003; Associate/Senior Associate1999 to 2001 Engineer Scientist and Technical Contributor, Hewlett-Packard1993 to 1998 Other Professional and Leadership Experience: Director, Sallie Mae Bank2024 to present Director, averQ, Inc.2023 to present Directorship of other public companies: Director, Southern Company2019 to present; Business Security and Resiliency Committee Chair2024 to presentJanaki Akella (Independent) Former Digital Transformation Leader, Google LLC Qualifications: Dr. Akellas decades of experience holding leadership roles in technology and growth strategy and advising clients in multiple industries regarding various information technology and data strategy matters, enables her to provide valuable insight to the Board of Directors in the areas of technology, business strategy, and operations. Age: 63 Director Since: January 2024 Professional Highlights: Chief of Business Operations, Director, Ads Privacy and Safety, Google LLC-2020 to 2023; Head of Digital Transformation, Director, Cloud-2018 to 2020; Chief of Staff for Search-2017 to 2018 Partner, McKinsey & Company-2007 to 2016; Associate Principal-2003 to 2006; Engagement Manager-2001 to 2003; Associate/Senior Associate-1999 to 2001 Engineer Scientist and Technical Contributor, Hewlett-Packard-1993 to 1998 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2024 to present Director, averQ, Inc.-2023 to present Directorship of other public companies: Director, Southern Company-2019 to present; Business Security and Resiliency Committee Chair-2024 to present

R. Scott Blackley(Independent) Chief Financial Officer, Oscar Health, Inc.Qualifications: Mr. Blackley brings decades of experience in financial services, risk management, strategy, and operations to the Board of Directors. Age: 55 Director Since: November 2022 Professional Highlights: Chief Financial Officer, Oscar Health, Inc.2023 to Present; Chief Transformation Officer2022 to 2023; Chief Financial Officer2021 to 2022 Chief Financial Officer, Capital One Financial Corporation2016 to 2021; Controller and Principal Accounting Officer2011 to 2017 Senior Vice President and Chief Financial Officer, Capital Markets business, Federal National Mortgage Association (Fannie Mae)2007 to 2011; Senior Vice President, Accounting Policy2005 to 2007 Vice President, Assistant Controller, America Online, Inc.2003 to 2005 Partner, KPMG LLP2002 to 2003 Professional Accounting Fellow, United States Securities and Exchange Commission 2000 to 2002 Other Professional and Leadership Experience: Director, Sallie Mae Bank2022 to present Director, Trout Unlimited2019 to present; Budget Chair2019 to 2024 Director, Hexamer Therapeutics2019 to presentR. Scott Blackley (Independent) Chief Financial Officer, Oscar Health, Inc. Qualifications: Mr. Blackley brings decades of experience in financial services, risk management, strategy, and operations to the Board of Directors. Age: 55 Director Since: November 2022 Professional Highlights: Chief Financial Officer, Oscar Health, Inc.-2023 to Present; Chief Transformation Officer-2022 to 2023; Chief Financial Officer-2021 to 2022 Chief Financial Officer, Capital One Financial Corporation-2016 to 2021; Controller and Principal Accounting Officer-2011 to 2017 Senior Vice President and Chief Financial Officer, Capital Markets business, Federal National Mortgage Association (Fannie Mae)-2007 to 2011; Senior Vice President, Accounting Policy-2005 to 2007 Vice President, Assistant Controller, America Online, Inc.-2003 to 2005 Partner, KPMG LLP-2002 to 2003 Professional Accounting Fellow, United States Securities and Exchange Commission- 2000 to 2002 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2022 to present Director, Trout Unlimited-2019 to present; Budget Chair-2019 to 2024 Director, Hexamer Therapeutics-2019 to present

6  SLM CORPORATION

PROPOSAL 1 | ELECTION OF DIRECTORS

Mary Carter Warren Franke(Independent/Board Chair) Former Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co. Age: 67 Director Since: April 2014 Qualifications: Ms. Frankes leadership roles and experience in marketing and the banking industry enable her to contribute to the Board of Directors experience in the areas of marketing, business development, and financial services. Professional Highlights: Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co.2007 to 2013 Executive Vice President and Chief Marketing Officer, Chase Card Services1995 to 2007 Other Professional and Leadership Experience: Director, Sallie Mae Bank2014 to present Director, Investors Management Corporation2021 to present Director, The Warfield Fund2007 to present Director, Saint Marys School2014 to 2020 Director, Hobe Sound Community Chest2017 to present Director, Pauls Place2014 to 2017Mary Carter Warren Franke (Independent/Board Chair) Former Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co. Age: 67 Director Since: April 2014 Qualifications: Ms. Frankes leadership roles and experience in marketing and the banking industry enable her to contribute to the Board of Directors experience in the areas of marketing, business development, and financial services. Professional Highlights: Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co.-2007 to 2013 Executive Vice President and Chief Marketing Officer, Chase Card Services-1995 to 2007 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2014 to present Director, Investors Management Corporation-2021 to present Director, The Warfield Fund-2007 to present Director, Saint Marys School-2014 to 2020 Director, Hobe Sound Community Chest-2017 to present Director, Pauls Place-2014 to 2017

Mark L. Lavelle(Independent/Compensation Committee Chair) Chief Executive Officer, Maergo Qualifications: Mr. Lavelles extensive experience developing and scaling businesses encompassing financial services, commerce, and information technology allows him to provide valuable insight to the Board of Directors in the areas of risk management, strategy, acquisitions, and business operations. Age: 58 Director Since: April 2019 Professional Highlights: Chief Executive Officer, Maergo (formerly known as X Delivery)2021 to present Chairman and Chief Executive Officer, Deep Lake Capital2021 to present Senior Vice President, Commerce Cloud, Adobe Inc.2018 to 2019 Chief Executive Officer, Magento Commerce2015 to 2018 Senior Vice President, Product, eBay Enterprise2013 to 2015 Senior Vice President, Strategy and Partnerships, eBay, Inc.2012 to 2013 Senior Vice President, Strategy and Business Development, PayPal, Inc.2009 to 2012 Co-Founder and Vice President, Corporate Development, Bill Me Later, Inc.2001 to 2009 Other Professional and Leadership Experience: Director, Sallie Mae Bank2019 to present Director, Armada Inc2018 to present Director, Second Chance2008 to presentMark L. Lavelle (Independent/Compensation Committee Chair) Chief Executive Officer, Maergo Qualifications: Mr. Lavelles extensive experience developing and scaling businesses encompassing financial services, commerce, and information technology allows him to provide valuable insight to the Board of Directors in the areas of risk management, strategy, acquisitions, and business operations. Age: 58 Director Since: April 2019 Professional Highlights: Chief Executive Officer, Maergo (formerly known as X Delivery)-2021 to present Chairman and Chief Executive Officer, Deep Lake Capital-2021 to present Senior Vice President, Commerce Cloud, Adobe Inc.-2018 to 2019 Chief Executive Officer, Magento Commerce-2015 to 2018 Senior Vice President, Product, eBay Enterprise-2013 to 2015 Senior Vice President, Strategy and Partnerships, eBay, Inc.-2012 to 2013 Senior Vice President, Strategy and Business Development, PayPal, Inc.-2009 to 2012 Co-Founder and Vice President, Corporate Development, Bill Me Later, Inc.-2001 to 2009 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2019 to present Director, Armada Inc-2018 to present Director, Second Chance-2008 to present

2024 PROXY STATEMENT  7

PROPOSAL 1 | ELECTION OF DIRECTORS

Christopher T. Leech(Independent) Former Senior Partner, McKinsey & CompanyQualifications: Mr. Leechs extensive consulting experience, including advising financial services clients regarding strategy and financial, regulatory, and operational risk management, allows him to provide valuable insight to the Board of Directors on business strategy, operations, and regulatory matters. Age: 59 Director Since: January 2024 Professional Highlights: Senior Partner, McKinsey & Company2000 to 2023; Partner1995 to 2000; Associate1990 to 1995 Other Professional and Leadership Experience: Director, Sallie Mae Bank2024 to present Board Member, McKinsey & Company2020 to 2023; Chair of Risk, Audit and Governance Committee2021 to 2023 Board Member, Higher Achievement2013 to 2021; National Board Chair2017 to 2021 Board Member, Shady Side Academy2003 to 2012Christopher T. Leech (Independent) Former Senior Partner, McKinsey & Company Qualifications: Mr. Leechs extensive consulting experience, including advising financial services clients regarding strategy and financial, regulatory, and operational risk management, allows him to provide valuable insight to the Board of Directors on business strategy, operations, and regulatory matters. Age: 59 Director Since: January 2024 Professional Highlights: Senior Partner, McKinsey & Company-2000 to 2023; Partner-1995 to 2000; Associate-1990 to 1995 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2024 to present Board Member, McKinsey & Company-2020 to 2023; Chair of Risk, Audit and Governance Committee-2021 to 2023 Board Member, Higher Achievement-2013 to 2021; National Board Chair-2017 to 2021 Board Member, Shady Side Academy-2003 to 2012

Ted Manvitz(Independent) Managing Director, Grain ManagementQualifications: Mr. Manvitzs extensive experience in the areas of strategic planning and investments, capital allocation, senior executive management, operations, finance, mergers and acquisitions, and capital markets allows him to provide valuable insight to the Board of Directors in driving growth, building partnerships, and creating value. Age: 52 Director Since: March 2021 Professional Highlights: Managing Director, Grain Management2022 to present Interim Chief Financial Officer, Optimus Ride2021 Senior Advisor, IHS Holding Limited2019 to 2021; Executive Vice President and Chief Strategy Officer2018 to 2019; Chief Financial Officer2016 to 2018; Chief Investment Officer2013 to 2016; Chief Operating Officer2011 to 2013; Executive Director, Corporate Finance and M&A2010 to 2011 Managing Director, Arm Capital Partners2009 to 2010 Executive Director, J.P. Morgan Securities, Inc.2006 to 2009; Vice President2004 to 2006; Associate Vice President2002 to 2004 Other Professional and Leadership Experience: Director, Sallie Mae Bank2021 to present Director, 55 Hereford2023 to present Director, Alares2022 to 2023 Senior Advisor, Africell2021 to present Adjunct Faculty, American University2020 to presentTed Manvitz (Independent) Managing Director, Grain Management Qualifications: Mr. Manvitzs extensive experience in the areas of strategic planning and investments, capital allocation, senior executive management, operations, finance, mergers and acquisitions, and capital markets allows him to provide valuable insight to the Board of Directors in driving growth, building partnerships, and creating value. Age: 52 Director Since: March 2021 Professional Highlights: Managing Director, Grain Management-2022 to present Interim Chief Financial Officer, Optimus Ride-2021 Senior Advisor, IHS Holding Limited-2019 to 2021; Executive Vice President and Chief Strategy Officer-2018 to 2019; Chief Financial Officer-2016 to 2018; Chief Investment Officer-2013 to 2016; Chief Operating Officer-2011 to 2013; Executive Director, Corporate Finance and M&A-2010 to 2011 Managing Director, Arm Capital Partners-2009 to 2010 Executive Director, J.P. Morgan Securities, Inc.-2006 to 2009; Vice President-2004 to 2006; Associate Vice President-2002 to 2004 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2021 to present Director, 55 Hereford-2023 to present Director, Alares-2022 to 2023 Senior Advisor, Africell-2021 to present Adjunct Faculty, American University-2020 to present

8  SLM CORPORATION

PROPOSAL 1 | ELECTION OF DIRECTORS

Jim Matheson(Independent) Chief Executive Officer, NRECAQualifications: Mr. Mathesons extensive experience in public policy and financial services enables him to bring to the Board of Directors a valuable perspective in development of business strategies and on public policy and regulatory matters. Age: 64 Director Since: March 2015 Professional Highlights: Chief Executive Officer, National Rural Electric Cooperative Association2016 to present Principal in the Public Policy Practice, Squire Patton Boggs2015 to 2016 Member of the United States House of Representatives2001 to 2015 Founder of The Matheson Group1999 to 2000 Consultant, Energy Strategies, Inc.1991 to 1998 Other Professional and Leadership Experience: Director, Sallie Mae Bank2015 to present Director, The Alliance to Save Energy2024 to present Service on the United States House of Representatives Energy and Commerce Committee2007 to 2015; Science Committee2001 to 2011; Financial Services Committee2003 to 2007; and Transportation and Infrastructure Committee2001 to 2007 Chief Deputy Whip for the Democratic Caucus of the United States House of Representatives2011 to 2015 Board Member, United States Association of Former Members of Congress2015 to 2022Jim Matheson (Independent) Chief Executive Officer, NRECA Qualifications: Mr. Mathesons extensive experience in public policy and financial services enables him to bring to the Board of Directors a valuable perspective in development of business strategies and on public policy and regulatory matters. Age: 64 Director Since: March 2015 Professional Highlights: Chief Executive Officer, National Rural Electric Cooperative Association-2016 to present Principal in the Public Policy Practice, Squire Patton Boggs-2015 to 2016 Member of the United States House of Representatives-2001 to 2015 Founder of The Matheson Group-1999 to 2000 Consultant, Energy Strategies, Inc.-1991 to 1998 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2015 to present Director, The Alliance to Save Energy-2024 to present Service on the United States House of Representatives Energy and Commerce Committee-2007 to 2015; Science Committee-2001 to 2011; Financial Services Committee-2003 to 2007; and Transportation and Infrastructure Committee-2001 to 2007 Chief Deputy Whip for the Democratic Caucus of the United States House of Representatives-2011 to 2015 Board Member, United States Association of Former Members of Congress-2015 to 2022

Samuel T. Ramsey(Independent) Former Chief Risk Officer, Chase, the consumer and small business organization within JP Morgan Chase & Co.Qualifications: Mr. Ramsey brings more than 30 years of experience in consumer and commercial banking, with expertise in risk management, finance, treasury, and capital markets, to the Board of Directors. Age: 64 Director Since: November 2021 Professional Highlights: Chief Risk Officer, Chase, the consumer and small business organization within JP Morgan Chase & Co.2011 to 2014 Chief Risk Officer, Ally Financial Inc.2007 to 2010 Chief Financial Officer, Global Corporate and Investment Banking, Bank of America2006 to 2007 Enterprise Credit and Market Risk Executive, Chief Risk Executive for Global Consumer and Small Business Banking, Enterprise Operational and Market Risk Executive, Bank of America2004 to 2006 Other Professional and Leadership Experience: Director, Sallie Mae Bank2021 to present Director, Chair of Audit Committee, member of the Compliance and Finance Committees, Ditech Holding Corporation2018 to 2019Samuel T. Ramsey (Independent) Former Chief Risk Officer, Chase, the consumer and small business organization within JP Morgan Chase & Co.Qualifications: Mr. Ramsey brings more than 30 years of experience in consumer and commercial banking, with expertise in risk management, finance, treasury, and capital markets, to the Board of Directors. Age: 64 Director Since: November 2021 Professional Highlights: Chief Risk Officer, Chase, the consumer and small business organization within JP Morgan Chase & Co.-2011 to 2014 Chief Risk Officer, Ally Financial Inc.-2007 to 2010 Chief Financial Officer, Global Corporate and Investment Banking, Bank of America-2006 to 2007 Enterprise Credit and Market Risk Executive, Chief Risk Executive for Global Consumer and Small Business Banking, Enterprise Operational and Market Risk Executive, Bank of America-2004 to 2006 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2021 to present Director, Chair of Audit Committee, member of the Compliance and Finance Committees, Ditech Holding Corporation-2018 to 2019

2024 PROXY STATEMENT  9

PROPOSAL 1 | ELECTION OF DIRECTORS

Vivian C. Schneck-Last(Independent/Operational and Compliance Risk Committee Chair) Former Managing Director, Global Head of Technology Governance, Goldman Sachs & Company Age: 63 Director Since: March 2015 Qualifications: Ms. Schneck-Lasts strategic technology experience and background in technology governance in the financial services field bring valuable perspective to the Board of Directors in risk management and on a broad range of enterprise technology matters. Professional Highlights: Managing Director, Global Head of Technology Governance, Goldman Sachs & Company2009 to 2014; Managing Director, Global Head of Technology Business Development2000 to 2014; Managing Director, Global Head of Technology Vendor Management2003 to 2014 Other Professional and Leadership Experience: Director, Sallie Mae Bank2015 to present Advisor/Director, Portrait Capital Systems, LLC2015 to 2019 Advisor/Director, Coronet2015 to present Director, Bikur Cholim of Manhattan2014 to present Directorships of other public companies: SCVX Corp.2020 to 2022Vivian C. Schneck-Last (Independent/Operational and Compliance Risk Committee Chair) Former Managing Director, Global Head of Technology Governance, Goldman Sachs & Company Age: 63 Director Since: March 2015 Qualifications: Ms. Schneck-Lasts strategic technology experience and background in technology governance in the financial services field bring valuable perspective to the Board of Directors in risk management and on a broad range of enterprise technology matters. Professional Highlights: Managing Director, Global Head of Technology Governance, Goldman Sachs & Company-2009 to 2014; Managing Director, Global Head of Technology Business Development-2000 to 2014; Managing Director, Global Head of Technology Vendor Management-2003 to 2014 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2015 to present Advisor/Director, Portrait Capital Systems, LLC-2015 to 2019 Advisor/Director, Coronet-2015 to present Director, Bikur Cholim of Manhattan-2014 to present Directorships of other public companies: SCVX Corp.-2020 to 2022

Robert S. Strong(Independent/Financial Risk Committee Chair) Former Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities Age: 75 Director Since: April 2014 Qualifications: Mr. Strongs extensive experience in the banking and financial services industries allows him to provide valuable insight to the Board of Directors in the areas of finance, risk management, portfolio management, and business operations. Professional Highlights: Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities2006 to 2007; Managing Director, Portfolio Management2001 to 2006 Executive Vice President, Chief Credit Officer, JP Morgan Chase Bank1996 to 2001 Other Professional and Leadership Experience: Director, Sallie Mae Bank2014 to present Director, Syncora Guaranty, Inc.2018 to 2020 Director, Syncora Capital Assurance, Inc.2009 to 2017 Member, Financial Policy Review Board for the State of New Jersey2013 to 2016 Director, CamberLink Inc.2013 to 2016Robert S. Strong (Independent/Financial Risk Committee Chair) Former Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities Age: 75 Director Since: April 2014 Qualifications: Mr. Strongs extensive experience in the banking and financial services industries allows him to provide valuable insight to the Board of Directors in the areas of finance, risk management, portfolio management, and business operations. Professional Highlights: Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities-2006 to 2007; Managing Director, Portfolio Management-2001 to 2006 Executive Vice President, Chief Credit Officer, JP Morgan Chase Bank-1996 to 2001 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2014 to present Director, Syncora Guaranty, Inc.-2018 to 2020 Director, Syncora Capital Assurance, Inc.-2009 to 2017 Member, Financial Policy Review Board for the State of New Jersey-2013 to 2016 Director, CamberLink Inc.-2013 to 2016

10  SLM CORPORATION

PROPOSAL 1 | ELECTION OF DIRECTORS

Jonathan W. Witter(Executive; Not Independent) Chief Executive Officer, Sallie MaeQualifications: Mr. Witters extensive background and significant leadership experience in the banking industry and his customer experience expertise allow him to provide business and leadership insight to the Board of Directors in the areas of banking, financial services, capital markets, business operations, and customer service. Age: 55 Director Since: April 2020 Professional Highlights: Chief Executive Officer and Director, Sallie MaeApril 2020 to present Executive Vice President and Chief Customer Officer, Hilton Worldwide HoldingsApril 2017 to April 2020 President, Retail and Direct Banking, Capital One Financial CorporationFebruary 2012 to March 2017; President, Retail and Small Business BankingSeptember 2011 to February 2012; Executive Vice President, Retail BankingDecember 2010 to September 2011 Chief Operating Officer, Retail Banking Group and President, Morgan Stanley Private Bank2009 to December 2010 Executive Vice President and Head of General Bank Distribution, Wachovia (now Wells Fargo & Company)2004 to 2009 Other Professional and Leadership Experience: Director, Sallie Mae BankApril 2020 to presentJonathan W. Witter (Executive; Not Independent) Chief Executive Officer, Sallie Mae Qualifications: Mr. Witters extensive background and significant leadership experience in the banking industry and his customer experience expertise allow him to provide business and leadership insight to the Board of Directors in the areas of banking, financial services, capital markets, business operations, and customer service. Age: 55 Director Since: April 2020 Professional Highlights: Chief Executive Officer and Director, Sallie Mae-April 2020 to present Executive Vice President and Chief Customer Officer, Hilton Worldwide Holdings-April 2017 to April 2020 President, Retail and Direct Banking, Capital One Financial Corporation-February 2012 to March 2017; President, Retail and Small Business Banking-September 2011 to February 2012; Executive Vice President, Retail Banking-December 2010 to September 2011 Chief Operating Officer, Retail Banking Group and President, Morgan Stanley Private Bank-2009 to December 2010 Executive Vice President and Head of General Bank Distribution, Wachovia (now Wells Fargo & Company)-2004 to 2009 Other Professional and Leadership Experience: Director, Sallie Mae Bank-April 2020 to present

Kirsten O. Wolberg(Independent/Preferred Stock Committee Chair) Former Chief Technology and Operations Officer, DocuSignQualifications: Ms. Wolbergs extensive experience in information technology for the financial services industry allows her to provide valuable insight to the Board of Directors in the areas of finance, information technology risks, cyber security, and business operations. Age: 56 Director Since: November 2016 Professional Highlights: Chief Technology and Operations Officer, DocuSign2017 to 2021 Vice President, PayPal Separation Executive, PayPal, Inc.2014 to 2017 Vice President, Technology, PayPal, Inc.2012 to 2014 Chief Information Officer, Salesforce.com2008 to 2011 Vice President, Corporate Technology, Charles Schwab & Co.2001 to 2008 Other Professional and Leadership Experience: Director, Sallie Mae Bank2016 to present Director, Atlas2023 to present Director, Epidemic Sound2021 to present Director, Pryon2021 to present Director, Pie Insurance2021 to present Director, Duco Technology Limited2020 to 2021 Director, Year Up2008 to 2021 Director, Jewish Vocational Services2014 to present Directorships of other public companies: Dynatrace, Inc.2021 to presentCalAmp Corp2020 to present Silicon Graphics International Corp.2016Kirsten O. Wolberg (Independent/Preferred Stock Committee Chair) Former Chief Technology and Operations Officer, DocuSign Qualifications: Ms. Wolbergs extensive experience in information technology for the financial services industry allows her to provide valuable insight to the Board of Directors in the areas of finance, information technology risks, cyber security, and business operations. Age: 56 Director Since: November 2016 Professional Highlights: Chief Technology and Operations Officer, DocuSign-2017 to 2021 Vice President, PayPal Separation Executive, PayPal, Inc.-2014 to 2017 Vice President, Technology, PayPal, Inc.-2012 to 2014 Chief Information Officer, Salesforce.com-2008 to 2011 Vice President, Corporate Technology, Charles Schwab & Co.-2001 to 2008 Other Professional and Leadership Experience: Director, Sallie Mae Bank-2016 to present Director, Atlas-2023 to present Director, Epidemic Sound-2021 to present Director, Pryon-2021 to present Director, Pie Insurance-2021 to present Director, Duco Technology Limited-2020 to 2021 Director, Year Up-2008 to 2021 Director, Jewish Vocational Services-2014 to present Directorships of other public companies: Dynatrace, Inc.-2021 to present CalAmp Corp-2020 to present Silicon Graphics International Corp.-2016

2024 PROXY STATEMENT  11

PROPOSAL 1 | ELECTION OF DIRECTORS

Board of Directors Recommendation

12  SLM CORPORATION

Proposal 2—

Advisory Vote on

Executive Compensation

Pursuant to Schedule 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and related SEC rules, 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 2023, we submitted a non-binding vote to our stockholders to approve our executive compensation. Approximately 98.1 percent of the stockholders present or represented, and entitled to vote thereon, 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 2023 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 CEO, Jonathan W. Witter, and other NEOs for 2023, reflects the execution on our strategic priorities while delivering strong results in 2023, i.e., meaningfully growing loan originations with full-year credit performance in line with management’s expectations and remaining committed to shareholder return in 2024. 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 2023 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 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 outcome of this 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 2025 annual meeting of our stockholders.

Board of Directors Recommendation

2024 PROXY STATEMENT  13

Proposal 3—

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, 2024. 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 outcome of this 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 2024 if, in its discretion, it determines such a change would be in the Company’s best interests.

Board of Directors Recommendation

14  SLM CORPORATION

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 Bylaws and committee charters, embody the following governance practices, among others:

2024 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. Mr. Witter, our CEO, serves as a member of the Board of Directors. The Board of Directors believes, at this time, an independent director is best situated to serve as Board Chair as an effective counterbalance to management and our CEO. By separating the CEO role from the Board Chair role, the Company is 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 Bylaws, 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 2023 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, 2023, our Board of Directors consisted of the following:

16  SLM CORPORATION

CORPORATE GOVERNANCE

The tables below provide enhanced disclosure regarding the diversity of the directors and director nominees. Each of the categories listed in the below tables have the meanings as they are used in NASDAQ’s Board Diversity Rule.

Board Diversity Matrix (As of April 1, 2024)

Board Diversity Matrix (As of December 31, 2023)

2024 PROXY STATEMENT  17

CORPORATE GOVERNANCE

Board Skills and Experience

The Board of Directors consists of individuals with broad and diverse backgrounds, skills, and experience in positions with a high degree of responsibility. The matrix provided on the following page highlights certain specific skills and qualifications possessed by each director. A particular director may possess additional skills, knowledge, or experience even though they are not indicated below. The absence of a designation does not mean a director does not possess that particular skill or qualification. Additional information about each director nominee’s qualifications, experience and skills, along with professional contributions can be found starting on page 4.

18  SLM CORPORATION

CORPORATE GOVERNANCE

Skills and Experience of the Directors

2024 PROXY STATEMENT  19

CORPORATE GOVERNANCE

Board, Committee, and Annual Meeting Attendance

Our Board of Directors met 12 times in 2023. 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 they served. Directors are expected to attend the Annual Meeting, and 12 out of 12 of the then-serving members of the Board of Directors attended the Annual Meeting in June 2023.

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. Additional information regarding the functions performed by each committee can be found in the “Risk Oversight” section on page 21.

Committee charters are available at www.salliemae.com/investors/corporate-governance/charters. 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.

The following table sets forth the membership and number of meetings held for each committee of the Board of Directors as of December 31, 2023.

20  SLM CORPORATION

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:

2024 PROXY STATEMENT  21

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 representation 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 their 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 their contact information and a statement of their share ownership. The nomination deadline for the 2024 Annual Meeting has now closed. A stockholder wishing to nominate a candidate for the 2025 Annual Meeting must comply with the notice and other requirements in the Bylaws as described under “Stockholder Proposals for the 2025 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 in excess of $120,000 in any year involving Sallie Mae 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 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 consider 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 Approach

Our business and ESG strategies naturally align, positioning us well to drive meaningful progress on our mission – to power confidence as students begin their unique journeys. As an education solutions company, we support students and families by helping them navigate to, through, and immediately after higher education. This connection between our business and ESG strategies guides our ESG objectives and prioritizes our focus areas which are representative of our strengths, relevant to our unique mission and strategic priorities, and those that create the most opportunity for impact. Our annual ESG report is released each spring and can be found at www.salliemae.com/esg. Neither the ESG report nor our website is incorporated by reference in this proxy statement.

22  SLM CORPORATION

CORPORATE GOVERNANCE

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.

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 the candidate’s views on policy matters impacting Sallie Mae and our employees, the candidate’s 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. Each communication will be reviewed by our Corporate Secretary to determine whether it is appropriate for presentation to our Board of Directors or applicable director(s). The purpose of this screening is to allow our directors to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries).

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.

2024 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 2023 and 2022

Aggregate fees billed for services performed for Sallie Mae by its independent accountant, KPMG, for fiscal years ended December 31, 2023 and 2022, 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, 2023 were $0. All other fees for the fiscal year ended December 31, 2022 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 2023 and 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.

2024 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 on the information filed by each such stockholder in 2024 for the year ended December 31, 2023 on Schedule 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 NEOs 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 includes 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 29, 2024, unless noted otherwise. As of February 29, 2024, the Company had 220,845,364 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.

2024 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.

		Peter M. Graham   Age 58

Position and Business Experience

		Nicolas Jafarieh   Age 49

Position and Business Experience

		Munish Pahwa   Age 54

Position and Business Experience

28  SLM CORPORATION

EXECUTIVE OFFICERS

		Kerri A. Palmer   Age 53

Position and Business Experience

		Donna F. Vieira   Age 59

Position and Business Experience

2024 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. We serve more families than any other private student loan lender. We originated approximately $6.4 billion of Private Education Loans in 2023, an increase of 7 percent from the year ended December 31, 2022. As of December 31, 2023, we had $19.8 billion of Private Education Loans held for investment, net, outstanding.

Our Private Education Loans 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 include (i) a short-term annual cash bonus (the “AIP Award”) under our annual incentive plan (the “Annual Incentive Plan” or “AIP”), and (ii) the performance-based element of the LTIP, consisting of a grant of PSUs that vests based on a relative total shareholder return (“TSR”) measure following a three-year performance period, focusing our senior executives on goals that drive our financial performance while balancing risk and reward and aligning compensation with the interests of our stockholders.

As discussed in more detail herein, our 2023 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 Net Charge-Offs metric). Our 2023 performance-based compensation programs also include the following financial metrics: pre-tax, pre-provision, pre-operating expense income per share, operating expenses excluding FDIC expense, and relative TSR.

Payouts under our 2023 AIP were higher for 2023 than for 2022 because the Company’s performance in 2023 was stronger than in 2022. We achieved significant Company successes in 2023, such as (i) increasing pre-tax, pre-provision, pre-operating expense income per share, (ii) growing Private Education Loan originations, (iii) expanding net interest margin, and (iv) returning a significant amount of capital to stockholders. While the Company outperformed on certain 2023 AIP metrics, the Company did not meet (a) the net charge-offs performance metric target under the 2023 AIP due to a combination of factors, including changes to our recovery strategy, slower stabilization of credit performance, and expansion of loss mitigation programs for customers implemented at the end of the year; and (b) the operating expenses excluding FDIC expense performance metric target under the 2023 AIP due to higher originations, a slowdown in consolidations, an increase in costs pertaining to staffing compared to the prior year, and the absorption of general inflationary pressures. For a detailed summary of the 2023 AIP, including the funding and payout information, please see page 40.

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

Compensation Philosophy

The pay-for-performance philosophy underlying our executive compensation program provides our executives a competitive total compensation package that is tied to both Company and individual performance, is aligned with the interests of our stockholders, and is designed to attract and retain highly qualified executives. For 2023, we used the following principles to implement our compensation philosophy and achieve our executive compensation program objectives:

2024 PROXY STATEMENT  31

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

For the fiscal year ended December 31, 2023, our Named Executive Officers were:

32  SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Practices Summary

2024 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, as appropriate, and provide stockholders with an annual opportunity to cast an advisory say-on-pay vote. At our 2023 annual meeting of stockholders, approximately 98.1 percent of the votes present or represented, and entitled to vote thereon, 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 2023 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

34  SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

Stock Performance

Our stock generated a three-year total return for stockholders of 64.8 percent from December 31, 2020 through December 31, 2023, compared to 18.0 percent for our peer group of companies, 41.3 percent for the S&P Supercomposite Consumer Finance Sub-Industry Index, and 34.5 percent for the S&P 400 Regional Bank Sub-Industry Index. As of December 31, 2023, we ranked in the 90^th percentile of total returns for the three-year period of our peer group.

Total Shareholder Return

12/31/20-12/31/23

Over the last three years, our Total Assets have decreased by 5.2 percent and GAAP Diluted Earnings Per Common Share has increased by 7.1 percent.

Highlights of 2023 Company Performance

2024 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 2023 compensation that consisted of base salaries, target annual AIP Awards (determined and paid in cash in early 2024), and LTIP awards of RSUs and PSUs granted in early 2023.

36  SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

Elements of Compensation

The compensation program in 2023 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:

2024 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 2023, the Compensation Committee also considered the results of the 2023 annual meeting of stockholders “say-on-pay” advisory vote of stockholders, which received the approval of approximately 98.1 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 2023 as follows: 

2024 PROXY STATEMENT  39

COMPENSATION DISCUSSION AND ANALYSIS

2023 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 foundation used to set the performance goals approved by the Compensation Committee for purposes of establishing our 2023 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 originations and earnings, maintaining rigorous credit standards, and providing excellent customer service. As a financial institution, our funding metrics for the 2023 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 excluding FDIC expense), a customer growth metric (Private Education Loan originations), and a credit quality metric (net charge-offs). For the 2023 AIP, management set a challenging net charge-offs goal in order to focus management on credit performance, one of the Company’s key priorities for the 2023 fiscal year.

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 expectations—and challenges and opportunities affecting our industry, the Compensation Committee’s goal setting process considers particular and timely market trends that are likely to impact our business based on current activity, as well as our Company’s goals and other factors specific to our business. Upon reviewing the Company’s actual performance against the set performance metrics under the AIP, the Compensation Committee may make calculation modifications, as appropriate.

40  SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

Four corporate metrics were established by the Compensation Committee to determine the funding of the 2023 AIP.

As discussed above, these four metrics were derived from management’s 2023 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:

2024 PROXY STATEMENT  41

COMPENSATION DISCUSSION AND ANALYSIS

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 AIP Awards up to a stated maximum percentage of their base salary, not to exceed $5 million, assuming the initial funding threshold was achieved.

2023 AIP Funding and Payout Computation

In February 2023, the Compensation Committee established the AIP pool funding metrics. In February 2024, the Compensation Committee, including the independent Board Chair, reviewed our relative achievement of the previously established AIP pool funding metrics and, after discussions with our CEO, determined that for the year ended December 31, 2023 the AIP pool should be funded at 118.3 percent based on the achievement of the four funding metrics as summarized in the table below.

Application of the 2023 AIP funding score, based on the four funding metrics approved in February 2023, resulted in the following:

(Dollars in Millions, except per share amounts)

42  SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

With a 2023 AIP funding score of 118.3 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 four areas: (i) delivering against investor expectations; (ii) executing our strategic imperatives; (iii) supporting a strong risk management culture; and (iv) building a strong leadership culture. With respect to the 2023 AIP, as in prior years, the Compensation Committee had discretion to increase or reduce any AIP Award amount, including down to zero, that would otherwise be earned or payable to any participant and to consider assessment of any other additional factors. The AIP Award payment to each NEO under the 2023 AIP is set forth below.

2023 NEO Long-Term Incentive Program

In connection with our 2023 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 cliff-vesting in 2026 upon certification by the Compensation Committee as to the achievement of the relative TSR performance metric with a one-year required holding period after vesting. As described in more detail below, our 2023 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.

		•  For the NEOs, including Mr. Witter and excluding Mr. Graham, we granted PSUs that:   •  vest between 0 percent and 200 percent in 2026 based on the Company’s relative TSR from February 17, 2023 to February 17, 2026;   •  vest upon the Compensation Committee’s determination of actual performance relative to pre-established targets; and   •  require a one-year holding period immediately following the vesting date of the PSUs.

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. The relative TSR is based on the Company’s TSR as compared to the peer group composed of companies belonging to the following sub-industries in the following published indices as of February 17, 2023: (i) The S&P Supercomposite Consumer Finance Sub-Industry Index; and (ii) The S&P 400 Regional Bank Sub-Industry Index.

2024 PROXY STATEMENT  43

COMPENSATION DISCUSSION AND ANALYSIS

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 interests 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 advice and input from the Compensation Committee’s independent compensation consultant.

The table below sets forth the value of LTIP awards granted in February 2023⁽¹⁾:

44  SLM CORPORATION

COMPENSATION DISCUSSION AND ANALYSIS

NEO Achievements

Material factors considered in the Committee’s assessment of individual NEO performance for 2023 include:

2024 PROXY STATEMENT  45

COMPENSATION DISCUSSION AND ANALYSIS

The following table summarizes performance-year 2023 compensation for the NEOs as approved by the Compensation Committee: