DEF 14A of SLM Corp, Apr 26, 2024

DEF 14A of SLM Corp

Filed Apr 26, 2024 · FY20230001193125-24-118174

Open on EDGAR

  1. Election of Directors

    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: Under our Certificate of Incorporation, the size of our Board of Directors may not be fewer than 11 nor more than 16 members. Under our Bylaws, the Board of Directors has the authority to determine the size of the Board of Directors within that range and to fill any vacancies that may arise prior to the next annual meeting of stockholders. The Board of Directors has set the number of members at 12, effective as of the Annual Meeting. Biographical information, qualifications, and experience with respect to each director nominee appear below. In addition to fulfilling the general criteria for director nominees described in the section titled “Nominations Process,” each nominee possesses experience, skills, attributes, and other qualifications the Board of Directors has determined support its oversight and management of Sallie Mae’s business, operations, and structure. These qualifications are discussed below, along with biographical information regarding each director nominee, including each individual’s age, principal occupation, and business experience from at least the past five years. Information concerning each director nominee is based in part on information received from the respective director nominee and in part from Sallie Mae’s records. Each nominee is a current director who was elected by stockholders at the 2023 annual meeting of stockholders, other than Dr. Akella and Mr. Leech, who were both appointed to the Board of Directors effective January 2, 2024. Dr. Akella was identified by the Nominations and Governance Committee with the assistance of a third-party search firm engaged to identify and evaluate potential nominees. Mr. Leech was identified by the Nominations and Governance Committee. After a thorough review of their qualifications and skills, the Nominations and Governance Committee recommended Dr. Akella and Mr. Leech to the Board of Directors. The Board of Directors unanimously approved the appointment of Dr. Akella and Mr. Leech as directors. All nominees appearing below have consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, the Board of Directors may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote such shares for a reduced number of nominees. If the Board of Directors designates a substitute nominee, persons named as proxies will vote “FOR” that substitute nominee. Our Bylaws provide the election of a director in an uncontested election will be by a majority of the votes cast with respect to a nominee at a meeting for the election of directors at which a quorum is present. Each share of Common Stock is entitled to one vote for each nominee. A director nominee will be elected to the Board of Directors if the number of shares voted “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee’s election. Abstentions and shares not voted on the proposal, including broker non-votes, are of no effect for the outcome of the election. If any director nominee fails to receive a majority of the votes cast “FOR” their election, such nominee will automatically tender their resignation upon certification of the election results. The Nominations and Governance Committee of the Board of Directors will make a recommendation to the Board of Directors on whether to accept or reject such nominee’s resignation. The Board of Directors will act on the Nominations and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the election results.

  2. Nominees for Election to the Board 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 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

  3. Nominees for Election to the Board of Directors

    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 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

  4. Nominees for Election to the Board 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 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

  5. Nominees for Election to the Board of Directors

    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 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

  6. Nominees for Election to the Board of Directors

    | The Board of Directors Recommends a Vote “FOR” the Election of the Twelve Nominees Named Above. |

  7. CD&A Roadmap

    | Compensation Discussion and Analysis | 30 | | CD&A Roadmap | 30 | | Executive Summary | 31 | | Compensation Philosophy | 31 | | Named Executive Officers | 32 | | Compensation Practices Summary | 33 | | Stockholder Engagement & Say-on-Pay Results | 34 | | Stock Performance | 35 | | Highlights of 2023 Company Performance | 35 | | Allocation of Compensation | 36 | | Elements of Compensation | 37 | | How Our Compensation Decisions Are Made | 38 | | Base Salary Determinations | 39 | | 2023 Annual Incentive Plan for Named Executive Officers | 40 | | 2023 AIP Funding and Payout Computation | 42 | | 2023 NEO Long-Term Incentive Program | 43 | | NEO Achievements | 45 | | Vesting of the 2021 PSU Grants | 47 | | Risk Assessments and Reviews of Compensation Plans | 47 | | Compensation Consultant | 48 | | Compensation Committee Interlocks and Insider Participation | 48 | | Peer Group Analysis | 48 | | Other Arrangements, Policies, and Practices Related to Executive Compensation Programs | 49 | | Compensation Committee Report | 52 |

  8. Compensation Philosophy

    | • | Focus executive compensation to reward short-term performance and long-term growth. |

  9. Compensation Philosophy

    | • | Determine executive compensation amounts without considering amounts realized (or not) from prior annual or long-term incentive compensation programs. |

  10. Compensation Practices Summary

    | What We Do | What We Don’t Do | | ✓ Tie significant portions of compensation to Company performance ✓ Utilize the 2023 AIP containing a formulaic funding mechanism (based on quantitative metrics) for annual bonuses ✓ Utilize an LTIP with a significant portion consisting of performance-based equity awards, including PSUs that vest solely based on relative TSR ✓ Annually review and refine all compensation programs and policies based on feedback from stockholders, our Board of Directors, our independent compensation consultant, and market best practices ✓ Mitigate risk-taking by utilizing equity awards that vest over a three-year period, while placing caps on potential payments and requiring a one-year holding period following the vesting of PSUs granted since 2021 ✓ Administer (i) an adjustment standard (that includes clawbacks) providing for the recoupment of incentive-based compensation in the event of misconduct or excessive risk-taking by our employees and (ii) a clawback policy governing the recovery of erroneously awarded incentive-based compensation from executive officers in the event of a financial restatement ✓ Require significant share ownership by the CEO, Executive Vice Presidents, and Senior Vice Presidents ✓ Compensation Committee, comprised only of independent directors, determines achievement of the funding metrics and individual performance of our NEOs for cash payouts under the 2023 AIP, as well as all aspects of their compensation and incentives ✓ Annually assess risk of significant employee incentive compensation plans ✓ Retain an independent compensation consultant to advise on market and peer practices and specific compensation programs | ✗ No individual change-in-control agreements ✗ No “single-trigger” change-in-control agreements ✗ No excise tax gross-ups ✗ No hedging or pledging of Common Stock ✗ No single-trigger accelerated settlement of equity awards ✗ No above-market returns on deferred compensation plans ✗ No pension benefits provided |

  11. Stock Performance

    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 90th percentile of total returns for the three-year period of our peer group.

  12. Total Shareholder Return

    | * For the full roster of members of our peer group, please refer to the section below on page 48 entitled “Peer Group Analysis.” |

  13. Allocation of Compensation

    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.

  14. Allocation of Compensation

    | * Includes Mr. Graham’s one-time RSU Grant in October 2023 in connection with his commencement of employment with the Company as Executive Vice President and Chief Financial Officer. |

  15. Base Salary Determinations

    | • | Overall compensation paid by our compensation peer group for comparable positions; |

  16. 2023 Annual Incentive Plan for Named Executive Officers

    2023 Annual Incentive Plan for Named Executive Officers

  17. 2023 Annual Incentive Plan for Named Executive Officers

    | The following are highlights of the 2023 AIP: • The following four funding metrics were utilized under the 2023 AIP at the following weightings: • Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share* (40 percent) • Private Education Loan Originations (25 percent) • Operating Expenses Excluding FDIC Expense** (20 percent) • Net Charge-Offs*** (15 percent) • Each NEO in the 2023 AIP had an established target AIP Award opportunity as set by the Compensation Committee, with no guaranteed minimum (i.e., the actual AIP Award payout could be 0 percent of target). • Included a clawback and risk adjustment provision. • Chief Risk Officer completed a risk assessment and program review of the 2023 AIP, as well as quarterly qualitative risk reviews of the performance against the 2023 AIP funding metrics. • Under the 2023 AIP, the NEOs’ annual AIP Awards were paid in cash. * See Appendix A (A-1) – Reconciliation of Financial Measures for a more detailed explanation of Non-GAAP “Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share” and a reconciliation to GAAP diluted earnings per common share. ** See Appendix A (A-2) – Reconciliation of Financial Measures for a more detailed explanation of Non-GAAP “Operating Expenses Excluding FDIC Expense,” a reconciliation to GAAP total non-interest expenses, and a description of additional calculation modifications made to the Non-GAAP metric. *** See Appendix A (A-3) – Reconciliation of Financial Measures for a description of the calculation modification made to GAAP “Net Charge-Offs”. |

  18. Annual Incentive Plan Goal Setting

    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. 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:

  19. Annual Incentive Plan Goal Setting

    | METRIC | WEIGHTING | RATIONALE FOR USING EACH METRIC | | Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share | 40% | This is a key metric used by management to measure internally the Company’s performance for the year. This measure allows management to evaluate the Company’s performance and ability to generate earnings from its primary business. Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share is a non-GAAP measure. The determination of Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share for 2023 starts with GAAP diluted earnings per common share for 2023 and increases that amount by (i) the impact of the GAAP provision for credit losses per common share for 2023, (ii) the impact of the GAAP total non-interest expense per common share for 2023, (iii) the impact of the GAAP income tax expense per common share for 2023, and (iv) the impact of GAAP preferred stock dividends per common share for 2023. See Appendix A (A-1) – Reconciliation of Financial Measures for a more detailed explanation of Non-GAAP “Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share” and a reconciliation to GAAP diluted earnings per common share. For 2023, the Compensation Committee approved a target of $7.40 for Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share. The 2023 target was set taking into consideration, among other items, the gain expected to be recognized by the Company on the potential sale of certain Private Education Loans in 2023 and the expected impact of potential share repurchases in 2023. | | Private Education Loan Originations | 25% | This measurement serves as a key indicator of the trajectory of our business, including our future earnings and asset growth. For 2023, the Compensation Committee approved a target of $6.3 billion for Private Education Loan Originations, a 5.9 percent increase from the $5.95 billion target in 2022, due to expected market growth and market share improvements. | | Operating Expenses Excluding FDIC Expense | 20% | This is a key measurement to evaluate the expense discipline of the Company regarding costs attributable to running our business. For the 2023 AIP, the weighting of the operating expenses excluding FDIC expense goal was 20%, as compared to the prior year’s operating expenses goal weighting of 25%. Operating Expenses Excluding FDIC Expense is a non-GAAP measure. The determination of Operating Expenses Excluding FDIC Expense starts with GAAP total non-interest expenses and decreases that amount by FDIC assessment fees. See Appendix A (A-2) – Reconciliation of Financial Measures for a more detailed explanation of Non-GAAP “Operating Expenses Excluding FDIC Expense” and a reconciliation to GAAP total non-interest expenses. For 2023, the Compensation Committee approved a target of $570 million for Operating Expenses Excluding FDIC Expense. The 2023 Operating Expenses Excluding FDIC Expense target was modified from the prior year’s Operating Expenses target to exclude FDIC expense. The 2022 Operating Expenses target was $560 million. The 2023 Operating Expenses Excluding FDIC Expense target was based on anticipated increased spending to drive strategic initiatives and loan volume as well as investment in human capital. | | Net Charge-Offs | 15% | This metric is used to measure the credit performance of our loan portfolio, a significant indicator of the health of our business. For the 2023 AIP, the weighting of the net charge-offs goal increased from 10 percent to 15 percent. For 2023, the Compensation Committee approved a target of $365 million for Net Charge-Offs, a 37.7 percent increase from the $265 million target in 2022, which took into account the application of historical roll rate performance to expected Private Education Loan repayment balances. The Compensation Committee set this 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. |

  20. Annual Incentive Plan Goal Setting

    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.

  21. 2023 AIP Funding and Payout Computation

    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:

  22. (Dollars in Millions, except per share amounts)

    | (1) Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share is a Non-GAAP metric under the 2023 AIP that is derived from GAAP net income. See Appendix A (A-1) for a reconciliation. |

  23. (Dollars in Millions, except per share amounts)

    | (2) Operating Expenses Excluding FDIC Expense is a Non-GAAP metric under the 2023 AIP that is derived from GAAP total non-interest expenses. In determining the performance of this Non-GAAP metric under the 2023 AIP, the Compensation Committee, when reviewing the funding of the 2023 AIP, approved certain calculation modifications to omit the cost impact of the following events: (i) accounting recognition of certain changes to the Company’s bankruptcy discharge practices for education loans that are not “qualified education loans” (as defined in Section 221(d)(1) of the Internal Revenue Code of 1986, as amended); (ii) the acquisition of several key assets of Scholly; and (iii) the impairment of the value of the Nitro trade name and related trademarks. Those calculation modifications resulted in the actual performance of the metric used for purposes of the funding of the 2023 AIP changing from $639.8 million to $577 million. See Appendix A (A-2) for a reconciliation. |

  24. (Dollars in Millions, except per share amounts)

    | (4) Net Charge-Offs is a GAAP metric under the 2023 AIP. In determining the performance of the Net Charge-Offs metric under the 2023 AIP, the Compensation Committee, when reviewing the funding of the 2023 AIP, approved a calculation modification to omit the impact of the accounting recognition of certain changes to the Company’s bankruptcy discharge practices for education loans that are not “qualified education loans” (as defined above). This calculation modification resulted in the actual performance of the metric used for purposes of funding the 2023 AIP changing from $374.7 million to $373 million. See Appendix A (A-3) for a reconciliation. |

  25. (Dollars in Millions, except per share amounts)

    | Named Executive Officer | Target AIP Award as a % of Base Salary | 2023 Target AIP Award $ Amount | 2023 AIP Payout | | Jonathan W. Witter | 150% | $1,650,000 | $2,475,000 | | Peter M. Graham | 150% | $870,000 | $290,000(1) | | Kerri A. Palmer | 135% | $764,775 | $1,147,162 | | Donna F. Vieira | 125% | $637,554 | $956,330 | | Nicolas Jafarieh | 125% | $600,000 | $709,800 | | Steven J. McGarry | 150% | $1,050,000 | $1,242,150 |

  26. (Dollars in Millions, except per share amounts)

    | (1) Mr. Graham’s 2023 AIP payout was pro-rated and paid at target based on the commencement of his employment at the Company in September 2023. |

  27. 2023 NEO Long-Term Incentive Program

    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.

  28. 2023 NEO Long-Term Incentive Program

    | | • 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. |

  29. Relative TSR

    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. 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):

  30. Relative TSR

    | Named Executive Officer | 2023 LTIP RSUs ($) | 2023 LTIP PSUs(2) ($) | 2023 LTIP Total(3) ($) | | Jonathan W. Witter | $2,894,737 | $2,894,737 | $5,789,474 | | Peter M. Graham(4) | $— | $— | $— | | Kerri A. Palmer(5) | $424,875 | $424,875 | $849,750 | | Donna F. Vieira | $499,711.50 | $499,711.50 | $999,423 | | Nicolas Jafarieh | $504,000 | $504,000 | $1,008,000 | | Steven J. McGarry | $417,150 | $417,150 | $834,300 |

  31. Relative TSR

    | (1) The dollar value amounts of the respective LTIP awards granted to each of the NEOs in 2023 as shown in this table differ from the Summary Compensation Table and the 2023 Grants of Plan-Based Awards Table disclosure due to differences in the accounting valuation of the equity awards on the grant date. |

  32. Relative TSR

    | (2) PSUs granted in 2023 to NEOs are disclosed in this column at the target level. PSUs will vest between 0 percent to 200 percent in 2026 based on relative TSR from February 17, 2023 to February 17, 2026, with a one-year holding period after vesting. |

  33. Relative TSR

    | (3) RSU and PSU awards are eligible to accrue dividends as Dividend Equivalent Units (“DEUs”), which vest on the same schedule as the underlying grant. |

  34. Relative TSR

    | (4) Mr. Graham commenced his employment with the Company as an executive officer on September 18, 2023, and accordingly did not receive an RSU or PSU award pursuant to the 2023 LTIP in February 2023. However, pursuant to his offer letter, Mr. Graham received a sign-on equity award of $850,000 in October 2023 consisting of RSUs that vest in one-third increments over a three-year period, not reflected in the table above. |

  35. Relative TSR

    | (5) In connection with Ms. Palmer’s appointment as Chief Operational Officer and in recognition of her service to the Company, she received a special one-time equity award of $1,416,250 in February 2023 consisting of RSUs that vest in one-third increments over a three-year period, not reflected in the table above. |

  36. NEO Achievements

    | Name | Base Salary | Annual Incentive Plan | Long-Term Incentive Plan(1) | | Jonathan W. Witter | $1,100,000 | $2,475,000 | $5,789,474 | | Peter M. Graham | $580,000 | $290,000(2) | $-(3) | | Kerri A. Palmer | $566,500 | $1,147,162 | $849,750(4) | | Donna F. Vieira | $510,043 | $956,330 | $999,423 | | Nicolas Jafarieh | $480,000 | $709,800 | $1,008,000 | | Steven J. McGarry | $700,000 | $1,242,150 | $834,300 |

  37. NEO Achievements

    | (1) The total LTIP dollar values as shown in this table differ from the values shown in the Summary Compensation Table on page 53 and the 2023 Grants of Plan-Based Awards Table on page 55 due to differences in the accounting valuation of the LTIP awards on the grant date. |

  38. NEO Achievements

    | (2) Mr. Graham’s 2023 AIP payout was pro-rated and paid at target based on the commencement of his employment at the Company in September 2023. |

  39. NEO Achievements

    | (3) Mr. Graham commenced his employment with the Company as an executive officer on September 18, 2023, and accordingly did not receive an RSU or PSU award pursuant to the 2023 LTIP in February 2023. However, pursuant to his offer letter, Mr. Graham received a sign-on equity award of $850,000 in October 2023 consisting of RSUs that vest in one-third increments over a three-year period, not reflected in the table above. |

  40. NEO Achievements

    | (4) In connection with Ms. Palmer’s appointment as Chief Operational Officer and in recognition of her service to the Company, she received a special one-time equity award of $1,416,250 in February 2023 consisting of RSUs that vest in one-third increments over a three-year period, not reflected in the table above. |

  41. Vesting of the 2021 PSU Grants

    Vesting of the 2021 PSU Grants In February 2021, 50 percent of the 2021 LTIP award granted to Mr. Witter, Mr. McGarry, Ms. Palmer, Ms. Vieira, and Mr. Jafarieh consisted of PSUs that vested in February 2024 at 166 percent of target based on relative TSR in the 83rd percentile as detailed in the table below. The table below shows the threshold, target, and maximum payout percentages associated with the relative TSR PSU performance metric for the 2021 PSU grants.

  42. Relative TSR based on the performance period from February 5, 2021 through February 5, 2024

    Relative TSR based on the performance period from February 5, 2021 through February 5, 2024 The earnout ranges from 0% to 200% depending on TSR Performance Against Peer Group.*

  43. Relative TSR based on the performance period from February 5, 2021 through February 5, 2024

    | TSR of the Company relative to TSR of the Peer Group | Payout Percentage of PSUs | | 100th Percentile | 200% | | 75th Percentile | 150% | | 50th Percentile | 100% | | 25th Percentile | 50% | | < 25th Percentile | 0% |

  44. Relative TSR based on the performance period from February 5, 2021 through February 5, 2024

    | * The Peer Group is composed of companies belonging to the following sub-industries in the following published indices as of February 5, 2021: (i) The S&P Supercomposite Consumer Finance Sub-Industry Index; and (ii) The S&P 400 Regional Bank Sub-Industry Index. |

  45. Relative TSR based on the performance period from February 5, 2021 through February 5, 2024

    Pursuant to the terms of the 2021 PSU awards, in February 2024 the Compensation Committee approved and certified the actual performance of the relative TSR PSU performance metric based on the performance period from February 5, 2021 through February 5, 2024. Accordingly, because the 2021 PSUs vested at 166 percent of target, in February 2024, Mr. Witter, Ms. Palmer, Ms. Vieira, Mr. Jafarieh, and Mr. McGarry received the following number of shares of Common Stock pursuant to the vesting of their 2021 PSU grants:

  46. Relative TSR based on the performance period from February 5, 2021 through February 5, 2024

    | Name | Target Number of Shares of Common Stock Pursuant to the 2021 PSU Award | Actual Number of Shares of Common Stock Pursuant to the 2021 PSU Award(1) | | Jonathan W. Witter | 77,991 | 129,466 | | Kerri A. Palmer | 13,647 | 22,655 | | Donna F. Vieira | 13,647 | 22,655 | | Nicolas Jafarieh | 12,673 | 21,037 | | Steven J. McGarry | 17,547 | 29,129 |

  47. Relative TSR based on the performance period from February 5, 2021 through February 5, 2024

    | (1) Includes Dividend Equivalent Units. In addition, such shares require a one-year holding period until February 13, 2025. |

  48. Relative TSR based on the performance period from February 5, 2021 through February 5, 2024

    Mr. Graham did not receive PSUs in 2021, and thus did not have any PSU grants that vested in February 2024.

  49. Compensation Consultant

    Compensation Consultant The Compensation Committee retains an independent compensation consultant to advise on relevant market practices and specific compensation programs. A representative of the compensation consultant attended meetings of the Compensation Committee, as requested, and communicated with the Chair of the Compensation Committee. Aon’s Human Capital Solutions practice, a division of Aon PLC (otherwise known as McLagan), serves as the Compensation Committee’s compensation consultant. The compensation consultant has provided the following services, among other things:

  50. Compensation Consultant

    | • | assisting in developing a peer group of companies for benchmarking director and executive compensation; |

  51. Compensation Consultant

    | • | providing market-relevant information as to the composition of director and executive compensation; |

  52. Compensation Consultant

    | • | providing views on the reasonableness of amounts and forms of director and executive compensation; |

  53. Compensation Consultant

    | • | assisting the Compensation Committee with incentive plan design decisions; |

  54. Compensation Consultant

    | • | providing guidance on regulatory changes; and |

  55. Compensation Consultant

    | • | reviewing drafts and commenting on the Compensation Discussion and Analysis and related compensation tables for the proxy statement. |

  56. Compensation Consultant

    From time to time, but no less than annually, the Compensation Committee considers the independence of the compensation consultant in light of SEC rules and NASDAQ listing standards. At this time, the Compensation Committee has concluded there is no conflict of interest with regard to the compensation consultant.

  57. Peer Group Analysis

    Peer Group Analysis Recognizing that the Company has a limited number of direct peer companies, the Compensation Committee works with the compensation consultant to select a peer group for purposes of considering market compensation data in determining the compensation of our CEO and other NEOs. The peer group, which is periodically reviewed and updated by the Compensation Committee, consists of companies that are similar in size (revenue and market capitalization) and in generally similar industries as the Company and with whom the Company may compete for executive talent. No changes were made to the peer group in 2023. The peer group utilized for purposes of setting NEO compensation is as follows:

  58. Peer Group Analysis

    | Peer Group (Ticker) | | | Ally Financial Inc. (ALLY) | LendingClub Corp. (LC) | | Axos Financial Inc. (AX) | LendingTree Inc. (TREE) | | BankUnited Inc. (BKU) | OneMain Holdings Inc. (OMF) | | Commerce Bancshares Inc. (CBSH) | Prosperity Bancshares, Inc. (PB) | | Credit Acceptance Corp. (CACC) | SoFi Technologies, Inc. (SOFI) | | Enova International Inc. (ENVA) | Synovus Financial Corp. (SNV) | | F.N.B. Corp. (FNB) | Upstart Holdings Inc. (UPST) |

  59. Peer Group Analysis

    The Compensation Committee believes it is appropriate to continuously monitor relative compensation amounts with respect to the same peer group used by management and the Board of Directors for financial performance comparisons.

  60. Equity Grant Policies and Practices

    Equity Grant Policies and Practices We generally grant equity compensation to eligible employees on an annual basis. Our Human Resources team reviews the annual LTIP program provisions and grant levels in the beginning of the first quarter of the year to coincide with the annual performance management compensation review process established by the Company for all employees. As a part of that process each year, the Human Resources team pre-establishes a grant date at the end of the performance year for grants during an open trading window to eligible employees, subject to the business considerations of the Company, as approved by the Compensation Committee. Consistent with our current practice, in 2023 the annual equity grants to all eligible employees were awarded on February 17, 2023, during an open trading window and following the Compensation Committee meeting approving such annual equity grants. The Compensation Committee approves all grants of equity compensation to be awarded to executive officers (other than the CEO). In addition, the Compensation Committee recommends to the Board of Directors for approval all proposed grants of equity compensation to be awarded to the CEO and directors. From time to time, the Company may find it necessary to issue equity awards to non-executive employees outside of the normal annual grant process. Accordingly, the Compensation Committee has delegated limited authority to the CEO (who is a director) to make grants to new hires as well as promotional and/or special one-time grants to employees who are not subject to Section 16(b) of the Exchange Act. Such authority is limited to a certain number of shares as determined by the Compensation Committee at the beginning of each year. For these grants, our procedures provide that such grants be made at the end of each quarter, as applicable. Any grants made by the CEO pursuant to this delegation of authority are reported to the Compensation Committee on a quarterly basis. Based on this information, the Compensation Committee determines whether the grant of such delegation of authority was appropriate and whether additional authority should be granted to the CEO. Pursuant to this delegated limited authority, the CEO is not permitted to make grants to our NEOs or persons subject to Section 16(b) of the Exchange Act.

  61. Clawback

    Clawback Equity and AIP awards made to executives, including our NEOs, under the SLM Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”) as well as the SLM Corporation 2012 Omnibus Incentive Plan (the “Predecessor Plan”) contain clawback provisions in the event of a material misstatement of our financial results and certain other events. In addition, we maintain an Incentive Compensation Adjustment Standard (the “Adjustment Standard”) and a Financial Restatement Compensation Recovery Policy (the “Clawback Policy”), which provide for the Compensation Committee’s authority and responsibilities to review and adjust, as applicable, employee incentive compensation and severance payments or benefits paid under our severance plans (as described below), including reducing, eliminating, and/or clawing back incentive compensation or severance. Under the Adjustment Standard, in the event that (i) any employee engages in any act or omission that constitutes Misconduct and/or Excessive Risk-based Performance (as such terms are defined in the Adjustment Standard) or (ii) the Company is required to restate its financial statements due to the employee’s gross negligence, intentional misconduct or fraud, the Compensation Committee (or, with respect to the Chief Executive Officer, the Board of Directors) has the discretion to require a reduction, forfeiture, recoupment or clawback of any cash- and/or equity-based compensation or severance payments or benefits. Under the Clawback Policy, in the event of a financial restatement, our Compensation Committee (or, with respect to the Chief Executive Officer, the Board of Directors), will recover the amount of incentive-based compensation received by our executive officers that exceeds the amount that would have been received if the error had not been made within the three years preceding the date on which the Board of Directors determines that the financial measure contains a material error (regardless of any fault of the executive officer for the accounting errors or other actions leading to a financial restatement).

  62. Summary Compensation Table

    Summary Compensation Table The table below summarizes compensation paid or awarded to or earned by each of the NEOs for the fiscal years ended December 31, 2023, December 31, 2022, and December 31, 2021.

  63. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jonathan W. Witter Chief Executive Officer | 2023 | 1,100,000 | — | 5,789,457 | — | 2,475,000 | — | 35,028 | 9,399,485 | | | 2022 | 1,076,923 | — | 5,373,654 | — | 1,320,000 | — | 38,559 | 7,809,136 | | | 2021 | 950,000 | — | 2,223,345 | 2,000,000 | 1,809,750 | — | 63,967 | 7,047,062 | | Peter M. Graham(6) Executive Vice President and Chief Financial Officer | 2023 | 156,154 | 460,000 | 849,991 | — | 290,000 | — | 0 | 1,756,145 | | Kerri A. Palmer Executive Vice President and Chief Operational Officer and President of Sallie Mae Bank | 2023 | 566,500 | — | 2,265,984 | — | 1,147,162 | — | 35,916 | 4,015,562 | | | 2022 | 563,962 | — | 752,314 | — | 920,563 | — | 29,450 | 2,266,289 | | | 2021 | 516,154 | — | 389,074 | 349,997 | 800,000 | — | 4,450 | 2,059,675 | | Donna F. Vieira Executive Vice President and Chief Commercial Officer | 2023 | 506,844 | — | 999,411 | — | 956,330 | — | 33,482 | 2,496,067 | | | 2022 | 487,058 | — | 913,505 | — | 672,719 | — | 25,000 | 2,098,282 | | | 2021 | 472,116 | — | 389,074 | 349,997 | 655,000 | — | 25,000 | 1,891,187 | | Nicolas Jafarieh Executive Vice President and Chief Legal, Government Affairs, and Communications Officer | 2023 | 480,000 | — | 1,007,983 | — | 709,800 | — | 1,477 | 2,199,260 | | Steven J. McGarry Former Executive Vice President and Chief Financial Officer | 2023 | 670,519 | — | 834,276 | — | 1,242,150 | — | 33,412 | 2,780,357 | | | 2022 | 512,692 | — | 967,257 | — | 733,875 | — | 29,450 | 2,243,274 | | | 2021 | 500,000 | — | 500,241 | 449,997 | 900,000 | — | 29,450 | 2,379,688 |

  64. Summary Compensation Table

    | (1) Consists of (i) the PSUs granted to NEOs in 2023, 2022, and 2021; (ii) the NEOs’ 2023, 2022, and 2021 long-term incentive awards in the form of RSUs; (iii) in Mr. Graham’s case for 2023, the RSUs granted pursuant to his commencement of employment as Chief Financial Officer; and (iv) in Ms. Palmer’s case for 2021, the RSUs and PSUs granted pursuant to her commencement of employment as Chief Risk and Compliance Officer. The amounts shown are the grant date fair values of the RSUs and the PSUs and in each case are computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Additional details on accounting for stock-based compensation can be found in “Note 2—Significant Accounting Policies” and “Note 16—Stock-Based Compensation Plans and Arrangements” to the audited consolidated financial statements included in the Company’s 2023 Form 10-K. The grant date value of the PSUs granted to the NEOs in fiscal year 2023 assuming the maximum level of performance conditions will be achieved is $5,789,474 for Mr. Witter, $849,750 for Ms. Palmer, $999,423 for Ms. Vieira, $1,008,000 for Mr. Jafarieh, and $834,300 for Mr. McGarry. Mr. Graham did not receive any PSUs in 2023. |

  65. Summary Compensation Table

    | (2) Represents premium priced stock options that were granted at a 15 percent premium over the closing Sallie Mae stock price on the date of the grant. |

  66. Summary Compensation Table

    | (3) Represents the cash portions of the AIP awards paid to the NEOs with respect to performance in 2023, 2022, and 2021. For 2023, 2022, and 2021, all AIP awards, as applicable, for the NEOs were paid 100 percent in cash. |

  67. Summary Compensation Table

    | (4) The Company terminated its tax-qualified pension plan and nonqualified supplemental pension plan in 2011. The Company does not pay any above-market earnings on nonqualified deferred compensation plans. |

  68. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  69. SUMMARY COMPENSATION TABLE

    | (5) For 2023, the components of “All Other Compensation” are as follows: |

  70. SUMMARY COMPENSATION TABLE

    | Name | Employer Contributions to Defined Contribution Plans ($)(a) | Executive Physical ($) | Total ($) | | Jonathan W. Witter | 33,462 | 1,566 | 35,028 | | Peter M. Graham | — | — | — | | Kerri A. Palmer | 31,466 | 4,450 | 35,916 | | Donna F. Vieira | 33,482 | | 33,482 | | Nicolas Jafarieh | 1,477 | | 1,477 | | Steven J. McGarry | 28,962 | 4,450 | 33,412 |

  71. SUMMARY COMPENSATION TABLE

    | (a) Amounts credited to the Company’s tax-qualified and nonqualified defined contribution plans. The combination of both plans provides participants with an employer contribution of up to five percent of the sum of base salary plus AIP Award up to $830,000 of total eligible plan compensation. For information regarding amounts credited in respect of nonqualified defined contribution plans, see “Nonqualified Deferred Compensation for Fiscal Year 2023—Supplemental 401(k) Savings Plan” on page 62. |

  72. SUMMARY COMPENSATION TABLE

    | (6) Mr. Graham commenced his employment with the Company as Executive Vice President on September 18, 2023. He commenced serving as Chief Financial Officer on October 27, 2023. Accordingly, no information is displayed for 2021 and 2022. |

  73. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table provides information regarding all plan-based awards attributable to 2023 performance, including all 2023 AIP Awards (which were determined and paid in early 2024) and, with respect to the 2023 LTIP awards granted on February 17, 2023: (i) three-year, annual time-vesting RSU awards; and (ii) three-year PSUs that cliff vest based on relative TSR, with a one-year holding period following the vesting date. The awards listed in this table were granted under the 2021 Plan and are described in more detail under “Compensation Discussion and Analysis.”

  74. 2023 Grants of Plan-Based Awards Table

    | Name | Award Type(1) | Grant Date | Date of Board or Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/ Share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | | Thresh old ($) | Target ($) | Maximum ($) | Thresh old (#) | Target (#) | Maximum (#) | | | | | | Jonathan W. Witter | 2023 LTIP RSU | 2/17/23 | 2/15/23 | | | | | | | 198,677 | | | 2,894,724 | | | 2023 LTIP PSU | 2/17/23 | 2/15/23 | | | | — | 179,574 | 359,148 | | | | 2,894,733 | | | 2023 AIP(3) | 2/13/23 | 2/13/23 | — | 1,650,000 | 3,300,000 | | | | | | | | | Peter M. Graham | 2023 Sign on RSU(4) | 10/30/23 | 8/25/23 | | | | | | | 64,589 | | | 849,991 | | | 2023 AIP(3) | 8/25/23 | 8/25/23 | — | 290,000 | 580,000 | | | | | | | | | Kerri A. Palmer | 2023 LTIP RSU | 2/17/23 | 2/14/23 | | | | | | | 29,160 | | | 424,861 | | | 2023 LTIP PSU | 2/17/23 | 2/14/23 | | | | — | 26,357 | 52,714 | | | | 424,875 | | | 2023 Special RSU(5) | 2/17/23 | 2/14/23 | | | | | | | 97,203 | | | 1,416,248 | | | 2023 AIP(3) | 2/13/23 | 2/13/23 | — | 764,775 | 1,529,550 | | | | | | | | | Donna F. Vieira | 2023 LTIP RSU | 2/17/23 | 2/14/23 | | | | | | | 34,297 | | | 499,707 | | | 2023 LTIP PSU | 2/17/23 | 2/14/23 | | | | — | 30,999 | 61,998 | | | | 499,704 | | | 2023 AIP(3) | 2/13/23 | 2/13/23 | — | 637,554 | 1,275,108 | | | | | | | | | Nicolas Jafarieh | 2023 LTIP RSU | 2/17/23 | 2/14/23 | | | | | | | 34,591 | | | 503,991 | | | 2023 LTIP PSU | 2/17/23 | 2/14/23 | | | | — | 31,265 | 62,530 | | | | 503,992 | | | 2023 AIP(3) | 2/13/23 | 2/13/23 | — | 600,000 | 1,200,000 | | | | | | | | | Steven J. McGarry | 2023 LTIP RSU | 2/17/23 | 2/14/23 | | | | | | | 28,630 | | | 417,139 | | | 2023 LTIP PSU | 2/17/23 | 2/14/23 | | | | — | 25,877 | 51,754 | | | | 417,137 | | | 2023 AIP(3) | 2/13/23 | 2/13/23 | — | 1,050,000 | 2,100,000 | | | | | | | |

  75. 2023 Grants of Plan-Based Awards Table

    | (1) RSU and PSU awards are eligible to accrue dividends as Dividend Equivalent Units (“DEUs”), which vest on the same schedule as the underlying grant. |

  76. 2023 Grants of Plan-Based Awards Table

    | (2) The grant date fair value of the RSU awards is determined by multiplying the original number of RSUs granted by the closing price of the Company’s Common Stock on the grant date. The Company did not issue fractional RSUs to account for the number between the grant date fair value and the amount approved by the Compensation Committee. No discounts have been applied to reflect the delayed vesting of these awards. The PSU fair value is determined by using a 20 day trading average leading up to the grant date to determine a target number of awards granted, multiplied by the fair value as determined under ASC Topic 718. |

  77. 2023 Grants of Plan-Based Awards Table

    | (3) For Mr. Witter, Mr. Graham, Ms. Palmer, Ms. Vieira, Mr. Jafarieh, and Mr. McGarry, the “Target” and “Maximum” amounts set forth in this row in the “Estimated Future Payouts under Non-Equity Incentive Plan Awards” column constitute each NEO’s target AIP Award and maximum AIP Award, respectively, potentially payable in cash under the 2023 AIP. 2023 AIP amounts were awarded in cash on February 28, 2024, and the actual amounts awarded are reported in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table. Amounts set forth herein for Mr. Graham reflect Mr. Graham’s pro-rated target and maximum potential payments under the 2023 AIP in connection with his offer letter. |

  78. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE

  79. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) Grant made pursuant to the commencement of employment of Mr. Graham as Chief Financial Officer of the Company. The award will vest annually as follows: (i) one-third to vest on the first anniversary of the grant date; (ii) one-third to vest on the second anniversary of the grant date; and (iii) one-third to vest on the third anniversary of the grant date. |

  80. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) Grant made in connection with Ms. Palmer’s appointment as Chief Operational Officer and in recognition of her service to the Company. The award will vest annually as follows: (i) one-third to vest on the first anniversary of the grant date; (ii) one-third to vest on the second anniversary of the grant date; and (iii) one-third to vest on the third anniversary of the grant date. |

  81. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    The table below sets forth information regarding Company options and stock awards of the NEOs that were outstanding as of December 31, 2023.

  82. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(5) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Jonathan W. Witter | — | 441,501 | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 717,624 | 13,720,971 | | Peter M. Graham | — | — | — | — | — | — | | | — | — | — | — | 64,978 | 1,242,379 | | Kerri A. Palmer(2) | — | 77,262 | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 206,720 | 3,952,486 | | Donna F. Vieira | — | 77,262 | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 123,524 | 2,361,779 | | Nicolas Jafarieh | — | 71,743 | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 118,752 | 2,270,538 | | Steven J. McGarry | — | 99,337 | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 117,670 | 2,249,850 |

  83. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The vesting dates of the NEOs’ unvested RSU awards and any underlying DEUs that were outstanding as of December 31, 2023 are: |

  84. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Grant Date | # of RSUs Underlying Award | # of RSUs Vesting - Vesting Date 2024 | # of RSUs Vesting - Vesting Date 2025 | # of RSUs Vesting - Vesting Date 2026 | | Jonathan W. Witter | 2/5/2021 | 23,220 | 23,220-2/5 | | | | | 2/18/2022 | 87,912 | 43,956-2/18 | 43,956-2/18 | | | | 2/17/2023 | 204,542 | 68,179-2/17 | 68,181-2/17 | 68,182-2/17 | | Peter M. Graham | 10/30/2023 | 64,978 | 21,658-10/30 | 21,660-10/30 | 21,660-10/30 | | Kerri A. Palmer(2) | 2/5/2021 | 4,064 | 4,064-2/5 | | | | | 2/18/2022 | 12,309 | 6,154-2/18 | 6,155-2/18 | | | | 2/17/2023 | 130,093 | 43,363-2/17 | 43,364-2/17 | 43,366-2/17 | | Donna F. Vieira | 2/5/2021 | 4,064 | 4,064-2/5 | | | | | 2/18/2022 | 14,945 | 7,472-2/18 | 7,473-2/18 | | | | 2/17/2023 | 35,309 | 11,769-2/17 | 11,770-2/17 | 11,770-2/17 | | Nicolas Jafarieh | 2/5/2021 | 3,774 | 3,774-2/5 | | | | | 2/18/2022 | 13,364 | 6,682-2/18 | 6,682-2/18 | | | | 2/17/2023 | 35,612 | 11,870-2/17 | 11,871-2/17 | 11,871-2/17 | | Steven J. McGarry | 2/5/2021 | 5,007 | 5,007-2/5 | | | | | 2/18/2022 | 15,175 | 7,587-2/18 | 7,588-2/18 | | | | 2/17/2023 | 28,264 | 9,421-2/17 | 9,422-2/17 | 9,421-2/17 |

  85. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) Ms. Palmer received two RSU awards on February 17, 2023 that each vest in one-third increments over a three-year period. |

  86. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) The vesting dates of the NEOs’ unvested PSU awards (as measured at target) and any underlying DEUs that were outstanding as of December 31, 2023 contingent upon the achievement of the performance goals at target are: |

  87. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Grant Date | # of PSUs Underlying Award (At Target) | # of PSUs Vesting - Vesting Date 2024 | # of PSUs Vesting - Vesting Date 2025 | # of PSUs Vesting - Vesting Date 2026 | | Jonathan W. Witter | 2/5/2021 | 77,992 | 77,992 – 2/5 | | | | | 2/18/2022 | 139,084 | | 139,084 – 2/18 | | | | 2/17/2023 | 184,875 | | | 184,875 – 2/17 | | Peter M. Graham | — | — | — | — | — | | Kerri A. Palmer | 2/5/2021 | 13,648 | 13,648 – 2/5 | | | | | 2/18/2022 | 19,472 | | 19,472 – 2/18 | | | | 2/17/2023 | 27,135 | | | 27,135 – 2/17 | | Donna F. Vieira | 2/5/2021 | 13,648 | 13,648 – 2/5 | | | | | 2/18/2022 | 23,644 | | 23,644 – 2/18 | | | | 2/17/2023 | 31,914 | | | 31,914 – 2/17 | | Nicolas Jafarieh | 2/5/2021 | 12,673 | 12,673 – 2/5 | | | | | 2/18/2022 | 21,141 | | 21,141 – 2/18 | | | | 2/17/2023 | 32,188 | | | 32,188 – 2/17 | | Steven J. McGarry | 2/5/2021 | 17,548 | 17,548 – 2/5 | | | | | 2/18/2022 | 25,035 | | 25,035 – 2/18 | | | | 2/17/2023 | 26,641 | | | 26,641 – 2/14 |

  88. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) Market value of shares or units is calculated based on the closing price of the Company’s Common Stock on December 31, 2023 of $19.12. |

  89. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | (5) The vesting dates of the NEOs’ unvested premium priced stock options with an exercise price set at a 15 percent premium above the closing price of the Company’s Common Stock on the date of grant that were outstanding as of December 31, 2023 are: |

  90. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Grant Date | Number of Securities Underlying Unexercised Options Unexercisable (#) | # of Options Vesting - Vesting Date 2024 | # of Options Vesting - Vesting Date 2025 | # of Options Vesting - Vesting Date 2026 | | Jonathan W. Witter | 02/05/2021 | 441,501 | 441,501 – 2/5 | — | — | | Peter M. Graham | — | — | — | — | — | | Kerri A. Palmer | 02/05/2021 | 77,262 | 77,262 – 2/5 | — | — | | Donna F. Vieira | 02/05/2021 | 77,262 | 77,262 – 2/5 | — | — | | Nicolas Jafarieh | 02/05/2021 | 71,743 | 71,743 – 2/5 | — | — | | Steven J. McGarry | 02/05/2021 | 99,337 | 99,337 – 2/5 | — | — |

  91. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023

  92. Option Exercises and Stock Vested in 2023

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jonathan W. Witter | — | — | 696,173 | 10,397,862 | | Peter M. Graham | — | — | — | — | | Kerri A. Palmer | — | — | 9,923 | 146,828 | | Donna F. Vieira | — | — | 60,243 | 926,001 | | Nicolas Jafarieh | — | — | 50,272 | 772,194 | | Steven J. McGarry | — | — | 70,927 | 1,089,300 |

  93. Option Exercises and Stock Vested in 2023

    | (1) The value realized on vesting is the number of shares vested, including any accrued DEUs where applicable, multiplied by the closing market price of the Company’s Common Stock on the vesting date. |

  94. Equity Compensation Plan Information

    | (3) The expired plan with outstanding equity awards is the SLM Corporation 2012 Omnibus Incentive Plan, otherwise defined as the “Predecessor Plan”. |

  95. Nonqualified Deferred Compensation for Fiscal Year 2023

    Nonqualified Deferred Compensation for Fiscal Year 2023

  96. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The table below reflects the amount of compensation that would have been payable to Mr. Witter, Mr. Graham, Ms. Palmer, Ms. Vieira, Mr. Jafarieh, and Mr. McGarry as of December 31, 2023, if such individual’s employment had terminated on that date, given the individual’s compensation and service levels as of December 31, 2023. The values reported in the table below with respect to equity vesting are based on the Company’s closing stock price on December 31, 2023 of $19.12 per share. The following severance arrangements were effective for Mr. Witter, Mr. Graham, Ms. Palmer, Ms. Vieira, Mr. Jafarieh, and Mr. McGarry on December 31, 2023: (i) the Amended and Restated Severance Plan (except for Mr. McGarry); (ii) the Change in Control Severance Plan; and (iii) equity acceleration and settlement provisions contained in awards issued pursuant to the 2021 Plan and predecessor equity plans.

  97. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table

  98. Potential Payments Upon Termination or Change in Control Table

    | | Change in Control without Termination(1) ($) | Change in Control with Termination without Cause or for Good Reason(2) ($) | Termination by the Company without Cause or by the Executive for Good Reason(3) ($) | Termination by the Company with Cause(4) ($) | Termination by the Executive upon Retirement(5) ($) | Termination by Death or Disability(6) ($) | | Jonathan W. Witter | | | | | | | | Equity | — | 14,369,977 | 14,369,977 | — | — | 14,369,977 | | Cash | — | 5,500,000 | 5,500,000 | — | — | 5,500,000 | | Medical Insurance/Outplacement | — | 41,408 | 56,408 | — | — | — | | Total | — | 19,911,385 | 19,926,385 | — | — | 19,869,977 | | Peter M. Graham | — | | | | | | | Equity | — | 1,242,379 | 1,242,379 | — | — | 1,242,379 | | Cash | — | 2,900,000 | 1,450,000 | — | — | 1,450,000 | | Medical Insurance/Outplacement | — | 29,176 | 29,588 | — | — | — | | Total | | 4,171,555 | 2,721,967 | — | — | 2,692,379 | | Kerri A. Palmer | | | | | | | | Equity | — | 4,066,062 | 4,066,062 | — | — | 4,066,062 | | Cash | — | 2,662,550 | 1,331,275 | — | — | 1,331,275 | | Medical Insurance/Outplacement | — | 27,563 | 28,782 | — | — | — | | Total | — | 6,756,175 | 5,426,119 | — | — | 5,397,337 | | Donna F. Vieira | | | | | | | | Equity | — | 2,475,354 | 2,475,354 | — | — | 2,475,354 | | Cash | — | 2,295,194 | 1,147,597 | — | — | 1,147,597 | | Medical Insurance/Outplacement | — | 41,408 | 35,704 | — | — | — | | Total | — | 4,811,956 | 3,658,655 | — | — | 3,622,951 | | Nicolas Jafarieh | | | | | | | | Equity | — | 2,376,000 | 2,376,000 | — | — | 2,376,000 | | Cash | — | 2,160,000 | 1,080,000 | — | — | 1,080,000 | | Medical Insurance/Outplacement | — | 41,408 | 35,704 | — | — | — | | Total | — | 4,577,408 | 3,491,704 | — | — | 3,456,000 | | Steven J. McGarry(7) | | | | | | | | Equity | — | 2,395,876 | 2,395,876 | — | 2,395,876 | 2,395,876 | | Cash | — | 3,500,000 | 1,750,000 | — | — | 1,750,000 | | Medical Insurance/Outplacement | — | 29,176 | 29,588 | — | — | — | | Total | — | 5,925,052 | 4,175,464 | — | 2,395,876 | 4,145,876 |

  99. Potential Payments Upon Termination or Change in Control Table

    | (1) For Equity Vesting—Assumes all equity awards are assumed by the surviving/acquiring company in a change in control. |

  100. Potential Payments Upon Termination or Change in Control Table

    | (2) For Equity Vesting—Amounts shown are the value of RSU awards (including all DEUs) plus the spread value of net stock options that would vest for each individual on December 31, 2023, based on the closing market price of the Company’s Common Stock on that date of $19.12. Assumes RSUs and stock options are not assumed by the acquiring or surviving entity in a change of control. For medical Insurance/Outplacement—Consists of the Company’s estimated portion of the cost of health care benefits for 24 months. |

  101. Potential Payments Upon Termination or Change in Control Table

    | (3) For Equity Vesting—Upon termination, these awards generally continue to vest based on their original vesting terms. For Medical Insurance/Outplacement—Consists of the Company’s estimated portion of the cost of health care benefits for 12 months (24 months in Mr. Witter’s case), plus $15,000 of outplacement services. |

  102. Potential Payments Upon Termination or Change in Control Table

    | (4) For Equity Vesting—Vested and unvested equity awards forfeit upon a termination for cause (as defined in the Predecessor Plan and the 2021 Plan). |

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (5) For Equity Vesting—as of December 31, 2023 employees were considered retirement eligible (i) for treatment of outstanding equity awards granted on or after January 20, 2023, at age 55 or more, with 65 or more years of combined age and years of service with the Company or its subsidiaries and (ii) for treatment of outstanding equity awards granted prior to January 20, 2023, at age 55 or more, with 70 or more years of combined age and years of service with the Company or its subsidiaries. Upon eligible retirement, these awards generally continue to vest based on their original terms. On December 31, 2023, Mr. McGarry was retirement eligible. |

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (6) For Equity Vesting—Unvested equity awards accelerate upon termination by death or disability (as defined in the 2021 Plan or the Predecessor Plan, as applicable). Amounts shown are the value of RSU awards plus the spread value of net stock options that would vest for each individual on December 31, 2023, based on the closing market price of the Company’s Common Stock on that date of $19.12. |

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (7) After the close of business on February 29, 2024, pursuant to the McGarry Retention Agreement, Mr. McGarry was no longer an employee of the Company and received a cash Retention Bonus of $1,750,000 on March 8, 2024. |

  107. 2023 Pay Ratio Disclosure

    2023 Pay Ratio Disclosure

  108. Pay Ratio

    Pay Ratio

  109. Pay Ratio

    | In accordance with the requirements of Section 953(b) of Dodd-Frank and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2023: • the median of the annual total compensation of all our employees (except our CEO) was $90,935; • the annual total compensation of our CEO was $9,398,191; and • the ratio of these two amounts was 103 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. |

  110. 2023 PAY RATIO DISCLOSURE

    2023 PAY RATIO DISCLOSURE

  111. Determination of Annual Total Compensation of our “Median Employee” and our CEO

    | 2 | The dollar amounts reported in columns (c), (e), and (g) represent the amount of “compensation actually paid” (otherwise known as CAP), adjusted as follows in the table below, as determined in accordance with SEC rules. None of the equity awards held by our NEOs were forfeited during the preceding four years; therefore, no amounts are reported for forfeited awards. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included in the table below. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP for fiscal year 2020 through fiscal year 2022 can be found in the proxy statement filed with the SEC on April 27, 2023. The reconciliation from the Summary Compensation Table to CAP for fiscal year 2023 is summarized in the table below. |

  112. Determination of Annual Total Compensation of our “Median Employee” and our CEO

    | (d) “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. |

  113. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The following graphs illustrate the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in the CD&A on page 30. Specifically, a large portion of the NEOs’ compensation is reliant on TSR and as such the CEO and Other NEOs’ “compensation actually paid” each year was aligned with our TSR performance and increased when our TSR performance increased but declined when our TSR performance declined. The charts below show, for the past four years, the relationship of the Company’s TSR relative to the Company’s TSR peer group as well as the relationship between the CEO and Other NEOs’ “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income; and (iii) the Company-Selected Measure, relative TSR.

  114. Compensation Actually Paid against Company and Peer Group TSR

    Compensation Actually Paid against Company and Peer Group TSR

  115. Compensation Actually Paid against Net Income

    Compensation Actually Paid against Net Income

  116. Compensation Actually Paid against Relative TSR Percentile

    Compensation Actually Paid against Relative TSR Percentile

  117. Director Compensation

    Director Compensation Our director compensation program is designed to reasonably compensate our non-employee directors for work required for a company of our size and complexity and to align the directors’ interests with those of our stockholders. The Compensation Committee reviews the compensation level of our non-employee directors on an annual basis and makes recommendations to the Board of Directors.

  118. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides summary information for the year ended December 31, 2023, relating to compensation paid to or accrued by us on behalf of our non-employee directors who served in this capacity during 2023.

  119. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | Option Awards ($)(4) | All Other Compensation ($)(5) | Total($) | | R. Scott Blackley | 47,500 | 172,463 | — | 20 | 219,983 | | Paul G. Child | 110,000 | 124,991 | — | 20 | 235,011 | | Mary Carter Warren Franke | 217,917 | 124,991 | — | 20 | 342,928 | | Marianne M. Keler | 105,000 | 124,991 | — | 20 | 230,011 | | Mark L. Lavelle | — | 230,804 | — | 20 | 230,824 | | Ted Manvitz | — | 222,880 | — | 20 | 222,900 | | Jim Matheson | 95,000 | 124,991 | — | 20 | 220,011 | | Samuel T. Ramsey | 90,000 | 124,991 | — | 20 | 215,011 | | Vivian C. Schneck-Last | 100,000 | 124,991 | — | 20 | 225,011 | | Robert S. Strong | 100,000 | 124,991 | — | 20 | 225,011 | | Kirsten O. Wolberg | 92,917 | 124,991 | — | 20 | 217,928 |

  120. 2023 Director Compensation Table

    | (1) Director fees are paid quarterly in arrears. |

  121. 2023 Director Compensation Table

    | (2) The non-employee directors elected to our Board of Directors at the 2023 Annual Meeting each received a restricted stock award on June 21, 2023, which vests in full upon the 2024 Annual Meeting. The grant date fair market value for each share of restricted stock granted on June 21, 2023 to directors is based on the closing market price of our stock on June 21, 2023, which was $16.47. Additional details on accounting for stock-based compensation can be found in Note 2, “Significant Accounting Policies,” and Note 16, “Stock-Based Compensation Plans and Arrangements,” of Sallie Mae’s Consolidated Financial Statements contained in the Company’s 2023 Form 10-K. Each director elected at the 2023 Annual Meeting received a total of 7,589 shares of restricted Common Stock as a result of the aforementioned awards that will vest upon the Company’s 2024 Annual Meeting if the director is still incumbent at that time. After the Company’s 2022 Annual Meeting, non-employee directors were given the option to receive shares of Common Stock in lieu of cash pertaining to the Board of Directors’ annual cash retainer and, as applicable, any retainer received for service as Board Chair, committee chair, or member of any committee of the Board of Directors. Mr. Lavelle and Mr. Manvitz each elected this option. Such grants of Common Stock in lieu of cash were awarded on March 22, 2023 and June 21, 2023, based on the closing market price of the Company’s Common Stock on those particular days, $12.00 and $16.47, respectively. After the Company’s 2023 Annual Meeting, non-employee directors were given the option to receive shares of Common Stock in lieu of cash pertaining to the Board of Directors’ annual cash retainer and, as applicable, any retainer received for service as Board Chair, committee chair, or member of any committee of the Board of Directors. Mr. Blackley, Mr. Lavelle and Mr. Manvitz each elected this option. Such grants of Common Stock in lieu of cash were awarded on September 20, 2023 and December 20, 2023 based on the closing market price of the Company’s Common Stock on those particular days, $14.13 and $18.60, respectively. |

  122. 2023 Director Compensation Table

    | (3) Stock Awards outstanding as of December 31, 2023 for each director consisted of restricted stock awards (including DEUs), as follows: R. Scott Blackley – 7,693; Paul G. Child – 7,693; Mary Carter Warren Franke –7,693; Marianne M. Keler – 7,693; Mark L. Lavelle – 7,693; Ted Manvitz – 7,693; Jim Matheson – 7,693; Samuel T. Ramsey –7,693; Vivian C. Schneck-Last – 7,693; Robert S. Strong – 7,693; and Kirsten O. Wolberg – 7,693. |

  123. 2023 Director Compensation Table

    | (4) We did not grant any stock options to the non-employee directors during 2023. The non-employee directors’ vested and outstanding stock options are reported in the Ownership of Common Stock by Directors and Executive Officers section in this proxy statement. |

  124. 2023 Director Compensation Table

    | (5) Includes annual premiums paid by us to provide a life insurance benefit of $50,000. |

  125. Director Compensation Elements

    Director Compensation Elements The following table highlights the material elements of our 2023 director compensation program:

  126. Director Compensation Elements

    | Membership/Retainer* | Annual Cash Retainer | | Board of Directors Retainer | $70,000 | | Board Chair Retainer | $125,000 | | Committee Chair Retainer | | | • Audit Committee | $30,000 | | • Compensation Committee | $25,000 | | • Nominations and Governance Committee | $20,000 | | • Financial Risk Committee | $20,000 | | • Operational and Compliance Risk Committee | $20,000 | | Committee Membership Retainer | | | • Audit Committee | $15,000 | | • Compensation Committee | $12,500 | | • Nominations and Governance Committee | $10,000 | | • Financial Risk Committee | $10,000 | | • Operational and Compliance Risk Committee | $10,000 |

  127. Director Compensation Elements

    | * Certain directors elected to receive shares of Common Stock in lieu of cash pertaining to their annual cash retainer and respective committee fees, paid quarterly. |

  128. Director Compensation Elements

    In addition to the committees above, some of our non-employee directors are also members of our Preferred Stock Committee. No fees were paid in 2023 in connection with this committee. All members of the Board of Directors also serve as members of the board of directors of the Bank and its committees and receive no separate compensation for that service. In addition to the cash retainers set forth above, our non-employee directors each received $125,000 in restricted stock awards, which resulted in a grant date fair value of $124,991. These restricted stock awards will vest and become transferable upon the Company’s 2024 Annual Meeting. These awards will be forfeited if the grantee ceases to be a member of the Board of Directors prior to the vesting event for any reason other than death, disability, or change of control. We reimburse directors for any out-of-pocket expenses incurred in connection with service as a director. Director compensation is determined by the Board of Directors, and the Compensation Committee makes recommendations to the Board of Directors based on periodic benchmarking assessments and advice received from the Compensation Committee’s independent compensation consultant. In making recommendations to the Board of Directors, the Compensation Committee considers the competitive positioning of the aggregate and individual components of compensation, as well as the mix of pay and structure versus both direct competitors and other comparable companies. The Compensation Committee also considers the unique skill set required to serve on our Board of Directors and the time commitment associated with preparation for and attendance at meetings of the Board of Directors and its committees as well as external commitments, such as engagement with our stockholders and regulators.