DEF 14A of SLM Corp
Filed Apr 27, 2026 · FY20250001193125-26-182200
Richard M. Nelson
| Potential Payments Upon Termination or Change in Control | 59 | | 2025 Pay Ratio Disclosure | 62 | | Pay Ratio | 62 | | Methodology for Identifying our Median Employee | 62 | | Determination of Annual Total Compensation of our Median Employee and our CEO | 62 | | Pay Versus Performance | 63 | | Director Compensation | 67 | | 2025 Director Compensation Table | 67 | | Director Compensation Elements | 68 | | Stock Ownership Guidelines | 68 | | Other Compensation | 69 | | Deferred Compensation Plan | 69 | | Section 16(a) Beneficial Ownership Reporting Compliance | 70 | | Other Matters | 70 | | Other Matters for the 2026 Annual Meeting | 70 | | Stockholder Proposals for the 2027 Annual Meeting | 70 | | Solicitation Costs | 71 | | Householding | 71 | | Questions and Answers About the Annual Meeting and Voting | 72 | | Appendix A—Reconciliation of Non-GAAP Financial Measures | A-1 | | Pre-Tax, Pre-Provision, Pre-Non-interest Expense Income Per Share | A-1 | | Non-interest Expenses Excluding FDIC and AIP Expense | A-2 |
Executive Compensation
Executive Compensation Our executive compensation philosophy aligns the compensation received by our named executive officers with the Company’s performance. The Company’s performance-based compensation programs focus senior executives on goals that drive short- and long-term performance while balancing risk and reward. While the annual incentive plan came in slightly below target, the Company’s relative total shareholder return performance under our Long-Term Incentive Plan 2023 performance stock units was strong, and we believe executive compensation is aligned with Company performance. For more information on executive compensation, including our practices and philosophy, please see the “Compensation Discussion & Analysis” on page 29.
Stock Performance
Stock Performance The Company’s stock generated a three-year total return for stockholders of 74.35 percent from December 31, 2022 through December 31, 2025, compared to 128.71 percent for our peer group of companies, 153.84 percent for the S&P Supercomposite Consumer Finance Sub-Industry Index, and 24.72 percent for the S&P 400 Regional Bank Sub-Industry Index. As of December 31, 2025, the Company ranked in the 40th percentile of total returns for the three-year period of our peer group.
Stock Performance
| Total Shareholder Return 12/31/22-12/31/25 | | | | * For the full roster of members of our peer group, please refer to the section below on page 45 entitled “Peer Group Analysis.” |
Election of Directors
Election of Directors SLM Corporation’s Board of Directors has nominated and recommends 13 individuals for election to the 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 the 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 13. 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. Each nominee is a current director who was elected by stockholders at the 2025 annual meeting of stockholders. All nominees appearing below 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 reduce its size, 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.
Election of Directors
| 2026 PROXY STATEMENT | 5 |
Election of Directors
The Company’s 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.
Election of Directors
| 6 | SLM CORPORATION |
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
Nominees for Election to the Board of Directors
| Janaki Akella (Independent) Qualifications: Dr. Akella’s 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. 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, Akamai Technologies, Inc.—2025 to present • Director, Fractal.ai—2024 to present • Director, Southern Company—2019 to present |
Nominees for Election to the Board of Directors
| R. Scott Blackley (Independent/Audit Committee Chair) Qualifications: Mr. Blackley brings decades of experience in financial services, risk management, strategy, and operations to the Board of Directors. 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 2024; Budget Chair—2019 to 2024 • Director, Hexamer Therapeutics—2019 to present |
Nominees for Election to the Board of Directors
| 2026 PROXY STATEMENT | 7 |
Nominees for Election to the Board of Directors
| Mary Carter Warren Franke (Independent/Board Chair) Qualifications: Ms. Franke’s 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 Mary’s School—2014 to 2020 • Director, Hobe Sound Community Chest—2017 to present • Director, Paul’s Place—2014 to 2017 |
Nominees for Election to the Board of Directors
| Daniel Greenstein (Independent) Qualifications: Dr. Greenstein brings decades of experience in higher education strategy, innovation, and transformation to the Board of Directors. Professional Highlights: • Chief of Industry Transformation, Ellucian—2025 to present • Managing Director, Higher Education, Baker Tilly (US)—2024 to 2025 • Chancellor, Pennsylvania State System of Higher Education—2018 to 2024 • Senior Advisor, Public Sector Practice, Boston Consulting Group—2018 to 2021 • Director, US Programs—Education, Postsecondary Success, Bill & Melinda Gates Foundation—2012 to 2018 • Vice Provost, Strategic Planning, Programs and Accountability, University of California, Office of the President—2006 to 2012; University Library, California Digital Library and Associate Vice Provost, Scholarly Communication—2002 to 2006 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2025 to present • Board Member, The Institute for College Access & Success—2024 to present • Trustee, Excelsior University—2023 to 2025 |
Nominees for Election to the Board of Directors
| 8 | SLM CORPORATION |
Nominees for Election to the Board of Directors
| Henry F. Greig (Independent/Financial Risk Committee Chair) Qualifications: Mr. Greig’s deep background and experience in risk management, strategy, and operations complement and enhance the skills of our Board of Directors. Professional Highlights: • Executive Vice President, Synchrony Financial—2023; Executive Vice President and Chief Credit Officer—2017 to 2022; Executive Vice President and Chief Risk Officer—2014 to 2017. • Senior Vice President and Chief Risk Officer, Retail Finance North America, GE Capital—2010 to 2014; Senior Vice President and Chief Risk Officer, Retail Finance North America and “Red” Businesses—2010 to 2011; Vice President, Chief Risk Officer, Retail Card Services—2004 to 2010; Vice President, Credit Risk Leader, Retail Finance—2002 to 2004. Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2025 to present |
Nominees for Election to the Board of Directors
| Mark L. Lavelle (Independent/Compensation Committee Chair) Qualifications: Mr. Lavelle’s extensive experience developing and scaling businesses encompassing financial services, commerce, and information technology provides valuable insight to the Board of Directors in the areas of risk management, strategy, acquisitions, and business operations. Professional Highlights: • Chief Executive Officer, Maergo (formerly known as X Delivery)—2021 to 2024 • Chairman and Chief Executive Officer, Deep Lake Capital—2021 to 2024 • 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 |
Nominees for Election to the Board of Directors
| 2026 PROXY STATEMENT | 9 |
Nominees for Election to the Board of Directors
| Christopher T. Leech (Independent) Qualifications: Mr. Leech’s extensive consulting experience, including advising financial services clients regarding strategy and financial, regulatory, and operational risk management, provides valuable insight to the Board of Directors on business strategy, operations, and regulatory matters. 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 |
Nominees for Election to the Board of Directors
| Ted Manvitz (Independent) Qualifications: Mr. Manvitz’s extensive experience in the areas of strategic planning and investments, capital allocation, senior executive management, operations, finance, mergers and acquisitions, and capital markets provides valuable insight to the Board of Directors in driving growth, building partnerships, and creating value. 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, Tawal—2025 to present • Director, Africell—2025 to present; Senior Advisor—2021 to 2025 • Director, Phoenix Tower International—2024 to present • Director, 55 Hereford—2023 to present • Adjunct Faculty, American University—2020 to 2021 |
Nominees for Election to the Board of Directors
| 10 | SLM CORPORATION |
Nominees for Election to the Board of Directors
| Jim Matheson (Independent/Nominations and Governance Committee Chair) Qualifications: Mr. Matheson’s extensive experience in public policy and financial services brings valuable perspectives to the Board of Directors on public policy and regulatory matters and in the development of business strategies. 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 • 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; 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 |
Nominees for Election to the Board of Directors
| Gary Millerchip (Independent) Qualifications: Mr. Millerchip’s extensive experience in finance and retail banking as well as corporate strategy and leadership complement and enhance the skills of our Board of Directors. Professional Highlights: • Executive Vice President and Chief Financial Officer, Costco Wholesale Corp.—2024 to present • Senior Vice President and Chief Financial Officer, The Kroger Co.—2019 to 2024; Chief Executive Officer, Kroger Personal Finance and Corporate Strategy and Integration Lead—2014 to 2019; Chief Executive Officer, Kroger Personal Finance, 2008 to 2014 • Head of Personal Cards, Royal Bank of Scotland—2005 to 2008; various leadership positions with Royal Bank of Scotland in finance, business analysis, operations, marketing, and sales—1997 to 2005 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2025 to present |
Nominees for Election to the Board of Directors
| 2026 PROXY STATEMENT | 11 |
Nominees for Election to the Board of Directors
| Vivian C. Schneck-Last (Independent/Operational and Compliance Risk Committee Chair) Qualifications: Ms. Schneck-Last’s 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 Vendor Management—2003 to 2014; Managing Director, Global Head of Technology Business Development—2000 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 2023 • Director, Bikur Cholim of Manhattan—2014 to present Directorship of other public companies: • SCVX Corp.—2020 to 2022 |
Nominees for Election to the Board of Directors
| Jonathan W. Witter (Executive; Not Independent) Qualifications: Mr. Witter’s extensive background and significant leadership experience in the banking industry and his expertise in customer experience position him well 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. 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 |
Nominees for Election to the Board of Directors
| 12 | SLM CORPORATION |
Nominees for Election to the Board of Directors
| Kirsten O. Wolberg (Independent/Preferred Stock Committee Chair) Qualifications: Ms. Wolberg’s extensive experience in information technology for the financial services industry provides valuable insight to the Board of Directors in the areas of finance, information technology risks, cyber security, and business operations. 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, Pie Insurance—2021 to present • Director, Pryon—2021 to 2026 • Director, Epidemic Sound—2021 to 2025 • Director, Atlas—2023 to 2024 • Director, Duco Technology Limited—2020 to 2021 • Director, Year Up—2008 to 2021 • Director, Jewish Vocational Services—2014 to present Directorship of other public companies: • Dynatrace, Inc.—2021 to present • CalAmp Corp.—2020 to 2024 • Silicon Graphics International Corp.—2016 |
Nominees for Election to the Board of Directors
| | The Board of Directors Recommends a Vote “FOR” the Election of the Thirteen Nominees Named Above. |
Nominees for Election to the Board of Directors
| 2026 PROXY STATEMENT | 13 |
Advisory Vote on Executive Compensation
Advisory Vote on Executive Compensation Pursuant to Schedule 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related SEC rules, Sallie Mae is asking stockholders to approve an advisory resolution (commonly referred to as a “say-on-pay” resolution) on its executive compensation as reported in this proxy statement. Sallie Mae urges stockholders to read the “Compensation Discussion and Analysis” section (“CD&A”) of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve the Company’s compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of the Company’s named executive officers (“NEOs”). At our annual meeting of stockholders held in June 2025, we submitted a non-binding vote to our stockholders to approve our executive compensation. Approximately 99.1 percent of the stockholders present or represented, and entitled to vote thereon, voted in favor of the say-on-pay proposal. We attribute that broad support in part to our continued efforts to understand and address the feedback we received from our stockholders. Specifically, in 2025 we continued to focus on performance-based compensation for our NEOs as we (i) tied a significant portion of total NEO compensation to the achievement of performance goals we believe drive the fundamentals of our business and (ii) awarded a significant percentage, 60 percent for the CEO and 50 percent for all other NEOs, of the NEO’s long-term incentive plan (“LTIP”) equity awards in the form of performance-based awards consisting of performance stock units (“PSUs”). As summarized above, there were no structural changes to the NEOs’ components of compensation in 2025 compared to the prior year. The 2025 compensation awarded to our CEO, Jonathan W. Witter, and other NEOs reflects the execution on our strategic priorities and related performance period results. Those strategic priorities were in line with management’s expectations and a continued commitment to shareholder return. The Compensation Committee is mindful of its responsibility to align executive compensation with the overall performance of the Company, while taking into consideration the need to provide market competitive compensation in order to recruit and retain highly skilled and experienced executives. The CD&A provides a comprehensive discussion and rationale for the 2025 pay decisions made by the Compensation Committee and the correlation to Company performance. The Board of Directors believes the Company’s compensation design demonstrates the Company’s responsiveness to its stockholders, its commitment to its pay-for-performance philosophy, and its goal of aligning management’s interests with those of its stockholders to support the creation of long-term value. The Board of Directors has adopted a policy providing for annual “say-on-pay” advisory votes. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, Sallie Mae is asking stockholders to approve the following advisory resolution at the Annual Meeting: “Resolved, that Sallie Mae’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in this proxy statement.” This proposal to approve the resolution regarding the compensation of Sallie Mae’s NEOs requires the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. As this is a “routine” matter, we do not expect any broker non-votes on this matter. This proposal is advisory in nature and, therefore, is not binding upon the Compensation Committee or the Board of Directors. However, the Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation decisions. Following our Annual Meeting, we expect to hold the next advisory say-on-pay vote at our 2027 annual meeting of our stockholders.
Executive Compensation
| CD&A Roadmap | | | Compensation Discussion and Analysis | 29 | | CD&A Roadmap | 29 | | Executive Summary | 30 | | Compensation Philosophy | 30 | | Named Executive Officers | 31 | | Compensation Practices Summary | 32 | | Stockholder Engagement, Compensation Governance, and Say-on-Pay Results | 33 | | Highlights of 2025 Company Performance | 34 | | Allocation of Compensation | 34 | | Elements of Compensation | 35 | | How Our Compensation Decisions Are Made | 36 | | Base Salary Determinations | 37 | | 2025 Annual Incentive Plan for Named Executive Officers | 38 | | 2025 AIP Funding and Payout Computation | 40 | | 2025 NEO Long-Term Incentive Program | 41 | | NEO Achievements | 42 | | Vesting of the 2023 PSU Grants | 44 | | Risk Assessments and Reviews of Compensation Plans | 44 | | Compensation Consultant | 45 | | Compensation Committee Interlocks and Insider Participation | 45 | | Peer Group Analysis | 45 | | Other Arrangements, Policies, and Practices Related to Executive Compensation Programs | 46 | | Compensation Committee Report | 48 |
Executive Summary
| • | Non-interest Expenses Excluding FDIC and AIP Expense (“Adjusted Non-interest Expenses”) |
Compensation Philosophy
| • | Ensure executive compensation rewards both short-term and long-term performance; and |
Compensation Practices Summary
| What We Do | ✓ Review and refine all compensation programs and policies based on feedback from stockholders, the Board of Directors, its independent compensation consultant, and market best practices on an annual basis ✓ Tie significant portions of compensation to Company performance ✓ Utilize a formulaic funding mechanism (based on quantitative metrics) for annual cash bonuses under the AIP ✓ Utilize an LTIP consisting of both time-based and performance-based equity awards ✓ Mitigate risk-taking by utilizing equity awards granted in the form of PSUs that cliff vest after three years, have specified performance criteria and performance caps, and require a one-year holding period following vesting ✓ Administer (i) an adjustment standard (that includes clawbacks, reductions, and forfeitures) 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 and Executive Vice Presidents ✓ Maintain an independent Compensation Committee that determines (i) the funding metrics and individual performance of our NEOs for cash payouts under the 2025 AIP and (ii) the relative TSR performance pertaining to the PSU portion of the LTIP, as well as all aspects of NEO compensation and incentives ✓ Require “double-trigger” events for change-in-control payments under the Amended and Restated Change-in-Control Severance Plan (as hereinafter defined) and long-term incentive awards ✓ 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 |
Compensation Practices Summary
| What We Don’t Do | ✗ No individual or “single-trigger” change-in-control agreements ✗ No excessive perquisites ✗ No excise tax gross-ups ✗ No hedging or pledging of Common Stock by directors, executive officers, and senior management ✗ No “single-trigger” accelerated settlement of equity awards ✗ No above-market returns on deferred compensation plans ✗ No pension benefits provided |
Highlights of 2025 Company Performance
| Allocation of Compensation The charts below illustrate, for the CEO and separately for the other NEOs, in aggregate, the percentage of 2025 compensation that consisted of base salaries, annual AIP Awards (determined and paid in cash in early 2026), and LTIP awards of RSUs and PSUs granted in early 2025. | | |
Elements of Compensation
| Compensation Element | | Description | Objective | | Base Salary | | Fixed cash compensation. Reviewed annually and adjusted as appropriate. | To provide a base level of cash compensation for senior executives based on level and responsibility. | | AIP Awards | | Variable compensation. 2025 AIP Awards have been determined based on corporate and individual performance. Corporate funding metrics were derived from management’s 2025 objectives identified in our annual business plan. AIP Awards are payable in cash from the AIP funding pool upon consideration of each NEO’s individual performance against their respective goals. | To encourage alignment and reward senior executives for achieving annual corporate performance and individual goals. | | Long-Term Equity-Based Incentives | RSUs and PSUs (2025 Design) | Multi-year equity compensation generally granted annually. In 2025, the long-term equity-based incentive plan for the NEOs, excluding the CEO, consisted of 50 percent RSUs that vest in one-third increments over a three-year period and 50 percent PSUs that cliff vest in three years based on relative TSR with a one-year holding period after vesting. In 2025, the long-term equity-based incentive plan for the CEO consisted of 40 percent RSUs that vest in one-third increments over a three-year period and 60 percent PSUs that cliff vest in three years based on relative TSR with a one-year holding period after vesting. | To motivate and retain senior executives by aligning their interests with that of stockholders through sustained performance and growth. | | Other | Health, welfare, and retirement benefits | Benefits programs are provided to executives in the same manner as all benefits-eligible employees. | To promote employee health and provide retirement planning opportunities. | | | Deferred Compensation Plan and Supplemental 401(k) Savings Plan | Retirement benefit. The Sallie Mae Deferred Compensation Plan and the Supplemental 401(k) Savings Plan provide a vehicle into which certain employees can opt to defer a portion of their compensation for retirement. These opportunities are provided in lieu of any pension benefit plans. | To provide retirement planning opportunities. | | | Severance benefits | Under the Amended and Restated Executive Severance Plan for Senior Officers, the Company provides compensation and benefits upon qualifying employment termination events, including fixed cash compensation-based severance payments. Equity awards generally continue to vest on the respective awards’ terms after changes of control, involuntary terminations other than for cause, or if the grantee voluntarily ceases employment and meets our retirement eligibility requirements. For more information, see “Arrangements with Named Executive Officers” below on page 57. | To maintain continuity of management in the event of major restructurings or after a change of control and provide temporary income following involuntary terminations of employment other than for cause. | | | Limited Perquisites | Fixed compensation. Consists primarily of executive physical examinations and, in limited instances, housing relocation expenses. | To provide business-related benefits to assist in attracting and retaining key executives. |
Base Salary Determinations
| • | Overall compensation paid by the compensation peer group for comparable positions; |
2025 Annual Incentive Plan for Named Executive Officers
2025 Annual Incentive Plan for Named Executive Officers
2025 Annual Incentive Plan for Named Executive Officers
| The following are highlights of the 2025 AIP: • The following four funding metrics were utilized to determine the AIP funding pool under the 2025 AIP at the following weightings: • Adjusted Income Per Share* (40 percent); • Loan Originations (25 percent); • Adjusted Non-interest Expenses** (20 percent); and • Net Charge-Offs (15 percent). • Each NEO in the 2025 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. • The CRO completed a risk assessment and program review of the 2025 AIP, as well as quarterly qualitative risk reviews of the performance against the 2025 AIP funding metrics. • Under the 2025 AIP, the NEOs’ annual AIP Awards were paid in cash from the AIP funding pool upon consideration of each NEO’s individual performance against their respective goals. * See Appendix A (A-1) – Reconciliation of Non-GAAP Financial Measures for a more detailed explanation of Non-GAAP Adjusted Income Per Share and a reconciliation to GAAP diluted earnings per common share. ** See Appendix A (A-2) – Reconciliation of Non-GAAP Financial Measures for a more detailed explanation of Non-GAAP Adjusted Non-interest Expenses and a reconciliation to GAAP total non-interest expenses. |
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 derive the performance goals approved by the Compensation Committee for purposes of establishing the 2025 AIP targets and funding metrics. In consultation with its independent compensation consultant, the Compensation Committee carefully analyzed, reviewed, and finalized these performance goals. As a financial institution, our funding metrics for the 2025 AIP were designed to balance asset growth, credit quality, operating expenses, and risk management by utilizing a mix of financial metrics (Adjusted Income Per Share and Adjusted Non-interest Expenses), a customer growth metric (Loan Originations), and a credit quality metric (Net Charge-Offs). In selecting objective performance metrics and establishing challenging target, threshold, and maximum levels, the Compensation Committee considered the upcoming year’s business objectives and outlook. Rather than only examining and relying upon the prior year’s targets and actual results, which may not reflect the current year’s expectations, 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 the Company’s goals and other industry specific factors. Pursuant to the AIP, the Compensation Committee may exercise discretion to adjust the performance goals established at the beginning of the year, including the ability to consider corporate performance metrics either on a GAAP or non-GAAP adjusted basis and other qualitative factors, as appropriate. This combination of fixed formulas, along with the latitude in assessing performance based on the Compensation Committee’s informed judgment, allows for consideration of unanticipated market conditions and other events that may impact operating performance. The Company believes this latitude is important in mitigating risk as it reduces the potential that the NEOs may be encouraged to take actions with respect to unanticipated items based on the impact the actions may have on their incentive compensation, rather than based on the merits and impact the actions may have on achieving our long-term goals and objectives.
Annual Incentive Plan Goal Setting
| 38 | SLM CORPORATION |
Annual Incentive Plan Goal Setting
Four corporate metrics were established by the Compensation Committee to determine the funding of the 2025 AIP. As discussed above, these four metrics were derived from management’s 2025 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.
Annual Incentive Plan Goal Setting
| Metric | Weighting | Rationale for Using Each Metric | | Adjusted 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. Adjusted Income Per Share is a non-GAAP measure that is derived from GAAP diluted earnings per common share for 2025 and increases that amount by (i) the impact of the GAAP provision for credit losses per common share for 2025, (ii) the impact of the GAAP total non-interest expense per common share for 2025, (iii) the impact of the GAAP income tax expense per common share for 2025, and (iv) the impact of GAAP preferred stock dividends per common share for 2025. For 2025, the Compensation Committee approved a target of $9.20 for Adjusted Income Per Share. The 2025 target was set taking into consideration, among other items, the gain expected to be recognized by the Company from the potential sale of certain Private Education Loans in 2025 and the expected impact of potential share repurchases in 2025. A calculation and GAAP to Non-GAAP reconciliation of Adjusted Income Per Share, as well as certain calculation modifications to this metric the Compensation Committee approved in connection with the funding of the 2025 AIP, can be found at Appendix A (A-1). | | Loan Originations | 25% | This measurement serves as a key indicator of the trajectory of our business, including our future earnings and asset growth. For 2025, the Compensation Committee approved a target of $7.504 billion for Loan Originations, a 9.4 percent increase from the $6.86 billion target in 2024, due to expected market growth and market share improvements. | | Adjusted Non-interest Expenses | 20% | This is a key measurement used to evaluate the expense discipline of the Company regarding costs attributable to running our business. FDIC expense and AIP expense are excluded from the calculation of this metric as those expenses are outside the control of management. Adjusted Non-interest Expenses is a non-GAAP measure. The determination of Adjusted Non-interest Expenses starts with GAAP total non-interest expenses and decreases that amount by FDIC assessment fees and AIP expense. For 2025, the Compensation Committee approved a target of $565 million for Adjusted Non-interest Expenses. The 2024 Operating Expenses Excluding FDIC Assessment Fees and AIP Expense target was $551.5 million. The 2025 Adjusted Non-interest Expenses target was based on anticipated increase in spending to drive loan origination growth and other strategic initiatives. A calculation and GAAP to Non-GAAP reconciliation of Adjusted Non-interest Expenses, as well as a certain calculation modification to this metric the Compensation Committee approved in connection with the funding of the 2025 AIP, can be found at Appendix A (A-2). | | 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. In order to align with our 2025 net charge-offs guidance metric, the Net Charge-Offs AIP metric was calculated as net charge-offs as a percentage of average loans in repayment. For 2025, the Compensation Committee approved a target of 2.1 percent for Net Charge-Offs. For 2024, the Compensation Committee approved a target of $355 million for total loan portfolio net charge-offs measured in dollars as opposed to percentages for 2025. The Net Charge-Offs performance target considered the application of historical roll rate performance to expected Private Education Loan repayment balances. The Compensation Committee set this challenging Net Charge-Offs goal to focus management on credit performance, one of the Company’s key priorities for the 2025 fiscal year. |
Annual Incentive Plan Goal Setting
| 2026 PROXY STATEMENT | 39 |
Annual Incentive Plan Goal Setting
Minimum, target, and maximum achievement levels were set for each performance metric and a weighting assigned to each performance metric based on its relative importance to our overall operating plan. The NEOs each have a target opportunity for their AIP awards that cannot exceed two times their target. Additionally, no individual AIP Award can exceed $5 million.
2025 AIP Funding and Payout Computation
2025 AIP Funding and Payout Computation In February 2025, the Compensation Committee established the AIP pool funding metrics. In February 2026, 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, 2025 the AIP pool should be funded at 96.2 percent based on the achievement of the four funding metrics, taking into account certain calculation modifications approved by the Compensation Committee, as summarized in the table below. Application of the 2025 AIP funding score, based on the four funding metrics approved in February 2025, resulted in the following:
(Dollars in Millions, except per share amounts and percentages)
| (1) Adjusted Income Per Share is a Non-GAAP metric under the 2025 AIP that is derived from GAAP net income. See Appendix A (A-1) for a GAAP to Non-GAAP reconciliation. |
(Dollars in Millions, except per share amounts and percentages)
| (2) Adjusted Non-interest Expenses is a Non-GAAP metric under the 2025 AIP that is derived from GAAP total non-interest expenses. See Appendix A (A-2) for a GAAP to Non-GAAP reconciliation. |
(Dollars in Millions, except per share amounts and percentages)
| (3) In determining the performance of this Non-GAAP metric under the 2025 AIP, the Compensation Committee, when reviewing the funding of the 2025 AIP, approved certain calculation modifications to omit the impact of the following events: (i) the negative impact of the impairment of certain non-marketable securities owned by the Company and (ii) the positive impact of the gain associated with the sale of certain loans outside of the Company’s business plan. Those calculation modifications had an overall negative impact to the performance of this metric and resulted in the actual performance used for purposes of the funding of the 2025 AIP changing from $9.41 per share to $9.24 per share. See Appendix A (A-1) for a GAAP to Non-GAAP reconciliation. |
(Dollars in Millions, except per share amounts and percentages)
| (4) In determining the performance of this Non-GAAP metric under the 2025 AIP, the Compensation Committee, when reviewing the funding of the 2025 AIP, approved a calculation modification to omit the negative impact of certain expenses incurred pertaining to the Company’s strategic initiatives that were offset by reduced FDIC assessment fees not reflected in the calculation of this metric. This calculation modification resulted in the actual performance of the metric used for purposes of the funding of the 2025 AIP changing from $584 million to $566 million. See Appendix A (A-2) for a GAAP to Non-GAAP reconciliation. |
(Dollars in Millions, except per share amounts and percentages)
| (6) The Net Charge-Offs and Adjusted Non-interest Expenses metrics performed slightly below AIP targets. However, both metrics performed within the guidance range communicated to external investors. |
(Dollars in Millions, except per share amounts and percentages)
| Named Executive Officer | Target AIP Award as a % of Base Salary | | 2025 Target AIP Award $ Amount | 2025 AIP Payout | | Jonathan W. Witter | 160 | %(1) | $1,760,000 | $1,672,000 | | Peter M. Graham | 150 | | $870,000 | $826,500 | | Kerri A. Palmer | 150 | | $849,750 | $807,262 | | Donna F. Vieira | 150 | %(2) | $803,318 | $763,152 | | Nicolas Jafarieh | 125 | | $630,000 | $976,500 |
(Dollars in Millions, except per share amounts and percentages)
| (1) In February 2025, the Compensation Committee approved an increase of 10 percentage points to Mr. Witter’s target AIP Award under the 2025 AIP, raising his target AIP Award opportunity from 150% of his annual base salary to 160% of his annual base salary, to ensure his compensation as the CEO remains competitive with the market and to further tie his compensation to the Company’s performance. |
(Dollars in Millions, except per share amounts and percentages)
| (2) In February 2025, the Compensation Committee approved an increase of 25 percentage points to Ms. Vieira’s target AIP Award under the 2025 AIP, raising her target AIP Award opportunity from 125% of her annual base salary to 150% of her annual base salary, to ensure her compensation as the Executive Vice President and Chief Commercial Officer remains competitive with the market and to further tie her compensation to the Company’s performance. |
2025 NEO Long-Term Incentive Program
2025 NEO Long-Term Incentive Program In connection with our 2025 NEO LTIP awards, the Compensation Committee utilized a combination of RSUs and PSUs. The combination of RSUs and PSUs was different for the CEO as compared to the other NEOs. Accordingly, the CEO received 40 percent RSUs and 60 percent PSUs, and all other NEOs received 50 percent RSUs and 50 percent PSUs. RSUs vest in one-third increments over each anniversary of the grant date, and PSUs cliff-vest in 2028 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. Our 2025 LTIP grants serve as a retentive tool intended to provide long-term incentive and performance-based compensation that aligns NEO compensation to our TSR compared to that of our peers, thus aligning the NEO’s interests with the interests of our stockholders.
2025 NEO Long-Term Incentive Program
| 2025 PSUs for NEO Long-Term Incentive Awards | • For the NEOs, including Mr. Witter, the PSUs granted in 2025: • vest between 0 percent and 200 percent in 2028 based on the Company’s relative TSR from January 1, 2025 to December 31, 2027; • vest upon the Compensation Committee’s certification of the Company’s actual performance relative to the pre-established PSU peer group; and • require a one-year holding period immediately following the vesting date of the PSUs. |
Relative TSR
Relative TSR We believe relative TSR, the sole PSU performance metric, aligns the interests of management with those of our stockholders. The Company’s relative TSR is 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 January 1, 2025: (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 Company’s LTIP design to ensure alignment with the strategic plan and the interests of our stockholders. The PSU design is derived from a rigorous process that involved input and discussions among the Compensation Committee, the CEO, human resources, finance, risk management, legal, and guidance from the Compensation Committee’s independent compensation consultant.
Relative TSR
| 2026 PROXY STATEMENT | 41 |
Relative TSR
The table below sets forth the value of LTIP awards granted in March 2025(1):
Relative TSR
| Named Executive Officer | 2025 LTIP RSUs ($) | 2025 LTIP PSUs(2) ($) | 2025 LTIP Total(3)(4) ($) | | Jonathan W. Witter | $3,168,000 | $4,752,000 | $7,920,000 | | Peter M. Graham | $900,000 | $900,000 | $1,800,000 | | Kerri A. Palmer | $687,500 | $687,500 | $1,375,000 | | Donna F. Vieira | $625,000 | $625,000 | $1,250,000 | | Nicolas Jafarieh | $525,000 | $525,000 | $1,050,000 |
Relative TSR
| (1) The dollar value amounts of the respective LTIP awards granted to each of the NEOs in 2025 as shown in this table differ from the Summary Compensation Table and the 2025 Grants of Plan-Based Awards Table disclosure due to differences in the accounting valuation of the equity awards on the grant date. |
Relative TSR
| (2) PSUs granted in 2025 to NEOs are disclosed in this column at the target level. PSUs will vest between 0 percent to 200 percent in 2028 based on relative TSR from January 1, 2025 to December 31, 2027, with a one-year holding period after vesting. |
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. |
Relative TSR
| (4) This column reflects the target award amount for the 2025 LTIP. |
NEO Achievements
| Name | Base Salary | Annual Incentive Plan | Long-Term Incentive Plan(1)(2) | | Jonathan W. Witter | $1,100,000 | $1,672,000 | $7,920,000 | | Peter M. Graham | $580,000 | $826,500 | $1,800,000 | | Kerri A. Palmer | $566,500 | $807,262 | $1,375,000 | | Donna F. Vieira | $535,545 | $763,152 | $1,250,000 | | Nicolas Jafarieh | $504,000 | $976,500 | $1,050,000 |
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 49 and the 2025 Grants of Plan-Based Awards Table on page 51 due to differences in the accounting valuation of the LTIP awards on the grant date. |
NEO Achievements
| (2) This column reflects the target award amount for the 2025 LTIP. |
Vesting of the 2023 PSU Grants
Vesting of the 2023 PSU Grants In February 2023, 50 percent of the 2023 LTIP award granted to Mr. Witter, Ms. Palmer, Ms. Vieira, and Mr. Jafarieh consisted of PSUs that vested in February 2026 at 176 percent of target based on relative TSR in the 88th 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 2023 PSU grants.
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026 The earnout ranges from 0% to 200% depending on TSR Performance Against Peer Group.*
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026
| 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% |
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026
| * The Peer Group is 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. |
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026
Pursuant to the terms of the 2023 PSU awards, in February 2026 the Compensation Committee approved and certified the actual performance of the relative TSR PSU performance metric based on the performance period from February 17, 2023 through February 17, 2026. Accordingly, because the 2023 PSUs vested at 176 percent of target, in February 2026, Mr. Witter, Ms. Palmer, Ms. Vieira, and Mr. Jafarieh received the following number of shares of Common Stock pursuant to the vesting of their 2023 PSU grants:
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026
| Name | Target Number of Shares of Common Stock Pursuant to the 2023 PSU Award | Actual Number of Shares of Common Stock Pursuant to the 2023 PSU Award(1) | | Jonathan W. Witter | 192,152 | 338,188 | | Kerri A. Palmer | 28,203 | 49,637 | | Donna F. Vieira | 33,170 | 58,379 | | Nicolas Jafarieh | 33,455 | 58,880 |
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026
| (1) Includes Dividend Equivalent Units. In addition, such shares require a one-year holding period until February 24, 2027. |
Relative TSR based on the performance period from February 17, 2023 through February 17, 2026
Mr. Graham did not receive PSUs in 2023, and thus did not have any PSU grants that vested in February 2026.
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:
Compensation Consultant
| • | assisting in developing a peer group of companies for benchmarking director and executive compensation; |
Compensation Consultant
| • | providing market-relevant information as to the composition of director and executive compensation; |
Compensation Consultant
| • | providing views on the reasonableness of amounts and forms of director and executive compensation; |
Compensation Consultant
| • | assisting the Compensation Committee with incentive plan design decisions; |
Compensation Consultant
| • | providing guidance on regulatory changes; and |
Compensation Consultant
| • | reviewing drafts and commenting on the Compensation Discussion and Analysis and related compensation tables for the proxy statement. |
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.
Peer Group Analysis
Peer Group Analysis In determining the compensation of the CEO and other NEOs, the Compensation Committee utilizes a peer group for purposes of benchmarking compensation against market practices. Recognizing that the Company has a limited number of direct peer companies and in consultation with its compensation consultant, the peer group (i) is periodically reviewed and updated by the Compensation Committee, (ii) consists of companies that are similar in size (revenue and market capitalization), and (iii) consists of organizations that are generally in similar industries as the Company and with whom the Company may compete for executive talent. No changes were made to the peer group in 2025. The peer group utilized for purposes of benchmarking NEO compensation is as follows:
Peer Group Analysis
| Peer Group (Ticker) | | | Ally Financial Inc. (ALLY) | LendingClub Corporation (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 Corporation (CACC) | SoFi Technologies, Inc. (SOFI) | | Enova International, Inc. (ENVA) | Synovus Financial Corp. (SNV) | | F.N.B. Corporation (FNB) | Upstart Holdings, Inc. (UPST) |
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.
Peer Group Analysis
| 2026 PROXY STATEMENT | 45 |
Equity Grant Policies and Practices
Equity Grant Policies and Practices We generally grant equity compensation to eligible employees on an annual basis during the first quarter of the fiscal year. 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 expected 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 2025 the annual equity grants to all eligible employees were awarded on March 3, 2025, during an open trading window and following the Compensation Committee meeting approving such annual equity grants, which such meeting was scheduled over one year in advance of the grant date. The Company historically does not strategically time long-term incentive awards in coordination with the release of material non-public information (“MNPI”) and has never had a practice of doing so. In addition, the Company has never timed, and does not plan to time, the release of MNPI for the purpose of affecting the value of executive compensation. The Company does not currently grant stock options, stock appreciation rights (SARs), or similar awards with “option-like” features, and thus the Company has not adopted a policy regarding the timing of any such awards in connection with the disclosure of MNPI. 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, pursuant to the Compensation Committee Charter and the SLM Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”), the Compensation Committee has delegated limited authority to the CEO (who is a director) to make grants to new hires as well as promotional, retention, 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 an aggregate dollar amount per eligible employee as determined by the Compensation Committee at the beginning of each year. For these grants, our procedures provide that such grants be made on the first business day 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. Our equity award accounting policy complies with GAAP in the United States and is disclosed in our SEC filings.
Equity Grant Policies and Practices
| 46 | SLM CORPORATION |
Clawback
Clawback Equity awards made under the 2021 Plan as well as the SLM Corporation 2012 Omnibus Incentive Plan (the “Predecessor Plan”) and AIP awards made to executives, including the NEOs, contain clawback provisions in the event of a material misstatement of the Company’s financial results and certain other events. In addition, the Company maintains 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 cash- and/or equity-based incentive compensation and severance payments or benefits paid under Company severance plans (as described below), including reducing, eliminating, and/or clawing back cash- and/or equity-based incentive compensation or severance. Under the Adjustment Standard, in the event (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 CEO, the Board of Directors) has the discretion to require a reduction, forfeiture, recoupment, or clawback of any cash- and/or equity-based incentive compensation or severance payments or benefits. Under the Clawback Policy, in the event of a financial restatement, the Compensation Committee (or, with respect to the CEO, 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 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). The Clawback Policy is filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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, 2025, December 31, 2024, and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | JONATHAN W. WITTER Chief Executive Officer | 2025 | 1,100,000 | – | 8,444,994 | – | 1,672,000 | – | 44,739 | 11,261,733 | | | 2024 | 1,100,000 | – | 7,602,499 | – | 3,052,500 | – | 49,849 | 11,804,848 | | | 2023 | 1,100,000 | – | 5,789,457 | – | 2,475,000 | – | 35,028 | 9,399,485 | | PETER M. GRAHAM(5) Co-President and Chief Financial Officer | 2025 | 580,000 | – | 1,899,393 | – | 826,500 | – | 43,754 | 3,349,647 | | | 2024 | 580,000 | – | 1,352,664 | – | 1,392,000 | – | 7,277 | 3,331,941 | | | 2023 | 156,154 | 460,000 | 849,991 | – | 290,000 | – | 0 | 1,756,145 | | KERRI A. PALMER Co-President and Head of Financial Services and President of Sallie Mae Bank | 2025 | 566,500 | – | 1,450,944 | – | 807,262 | – | 46,950 | 2,871,656 | | | 2024 | 566,500 | – | 1,043,973 | – | 1,572,038 | – | 48,443 | 3,230,954 | | | 2023 | 566,500 | – | 2,265,984 | – | 1,147,162 | – | 35,916 | 4,015,562 | | DONNA F. VIEIRA (6) Former Executive Vice President and Chief Commercial Officer | 2025 | 535,545 | – | 1,319,028 | – | 763,152 | – | 42,500 | 2,660,225 | | | 2024 | 535,545 | – | 1,005,777 | – | 1,238,448 | – | 42,250 | 2,822,020 | | | 2023 | 506,844 | – | 999,411 | – | 956,330 | – | 33,482 | 2,496,067 | | NICOLAS JAFARIEH Executive Vice President and Chief Legal, Government Affairs, and Communications Officer | 2025 | 504,000 | – | 1,107,963 | – | 976,500 | – | 45,069 | 2,633,532 | | | 2024 | 504,000 | – | 988,698 | – | 1,008,000 | – | 38,644 | 2,539,342 | | | 2023 | 480,000 | – | 1,007,983 | – | 709,800 | – | 1,477 | 2,199,260 |
Summary Compensation Table
| (1) Consists of (i) the PSUs granted to NEOs in 2025, 2024, and 2023; (ii) the NEOs’ 2025, 2024, and 2023 long-term incentive awards in the form of RSUs; and (iii) in Mr. Graham’s case for 2023, the RSUs granted pursuant to his commencement of employment as Chief Financial Officer. The amounts shown are the grant date fair values of the RSUs and the PSUs (assuming PSU performance at target) 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 15—Stock-Based Compensation Plans and Arrangements” to the audited consolidated financial statements included in the Company’s 2025 Form 10-K. The number of shares of Common Stock to be awarded pursuant to the PSUs granted to the NEOs in fiscal year 2025 assuming the maximum level of performance conditions will be achieved is 315,328 for Mr. Witter, 59,720 for Mr. Graham, 45,620 for Ms. Palmer, 41,472 for Ms. Vieira, and 34,836 for Mr. Jafarieh. |
Summary Compensation Table
| (2) Represents the AIP awards paid in cash to the NEOs with respect to performance in 2025, 2024, and 2023. |
Summary Compensation Table
| (3) 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. |
Summary Compensation Table
| 2026 PROXY STATEMENT | 49 |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| (4) For 2025, the components of “All Other Compensation” are as follows: |
SUMMARY COMPENSATION TABLE
| Name | Employer Contributions to Defined Contribution Plans ($)(a) | Executive Physical ($) | Total ($) | | Jonathan W. Witter | 42,500 | 2,239 | 44,739 | | Peter M. Graham | 38,954 | 4,800 | 43,754 | | Kerri A. Palmer | 42,500 | 4,450 | 46,950 | | Donna F. Vieira | 42,500 | – | 42,500 | | Nicolas Jafarieh | 40,619 | 4,450 | 45,069 |
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 $845,000 of total eligible plan compensation. For information regarding amounts credited in respect of nonqualified defined contribution plans, see “Nonqualified Deferred Compensation for Fiscal Year 2025—Supplemental 401(k) Savings Plan” on page 56. |
SUMMARY COMPENSATION TABLE
| (5) Mr. Graham commenced his employment with the Company as Executive Vice President on September 18, 2023. He commenced serving as Chief Financial Officer on October 27, 2023. |
SUMMARY COMPENSATION TABLE
| (6) Ms. Vieira ceased serving as Chief Commercial Officer effective December 31, 2025. Ms. Vieira remained an employee of the Company as Executive Vice President through April 3, 2026 pursuant to the terms of the retention agreement she entered into on September 29, 2025 with the Company. |
SUMMARY COMPENSATION TABLE
| 50 | SLM CORPORATION |
2025 Grants of Plan-Based Awards Table
2025 Grants of Plan-Based Awards Table The following table provides information regarding all plan-based awards attributable to 2025 performance, including all annual performance bonuses under the 2025 AIP (which were determined and paid in early 2026), and with respect to the 2025 LTIP awards granted on March 3, 2025: (i) three-year, annual time-vesting RSU awards; and (ii) three-year PSUs that cliff vest based on relative TSR, with a one-year holding period following the vesting date. The awards listed in this table were granted under the 2021 Plan and are described in more detail under “Compensation Discussion and Analysis.”
2025 Grants of Plan-Based Awards Table
| Name | Award Type(1) | Grant Date | Date of Board or Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/ Share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | | | | | Thresh old ($) | Target ($) | Maximum ($) | Thresh old (#) | Target (#) | Maximum (#) | | | | | | JONATHAN W. WITTER | 2025 LTIP RSU | 3/3/25 | 2/18/25 | | | | | | | 108,270 | | | 3,167,980 | | | 2025 LTIP PSU | 3/3/25 | 2/18/25 | | | | – | 157,664 | 315,328 | | | | 5,277,014 | | | 2025 AIP(3) | | 2/18/25 | – | 1,760,000 | 3,520,000 | | | | | | | | | PETER M. GRAHAM | 2025 LTIP RSU | 3/3/25 | 2/18/25 | | | | | | | 30,758 | | | 899,979 | | | 2025 LTIP PSU | 3/3/25 | 2/18/25 | | | | – | 29,860 | 59,720 | | | | 999,414 | | | 2025 AIP(3) | | 2/18/25 | – | 870,000 | 1,740,000 | | | | | | | | | KERRI A. PALMER | 2025 LTIP RSU | 3/3/25 | 2/18/25 | | | | | | | 23,496 | | | 687,493 | | | 2025 LTIP PSU | 3/3/25 | 2/18/25 | | | | – | 22,810 | 45,620 | | | | 763,451 | | | 2025 AIP(3) | | 2/18/25 | – | 849,750 | 1,699,500 | | | | | | | | | DONNA F. VIEIRA | 2025 LTIP RSU | 3/3/25 | 2/18/25 | | | | | | | 21,360 | | | 624,994 | | | 2025 LTIP PSU | 3/3/25 | 2/18/25 | | | | – | 20,736 | 41,472 | | | | 694,034 | | | 2025 AIP(3) | | 2/18/25 | – | 803,318 | 1,606,636 | | | | | | | | | NICOLAS JAFARIEH | 2025 LTIP RSU | 3/3/25 | 2/18/25 | | | | | | | 17,942 | | | 524,983 | | | 2025 LTIP PSU | 3/3/25 | 2/18/25 | | | | – | 17,418 | 34,836 | | | | 582,980 | | | 2025 AIP(3) | | 2/18/25 | – | 630,000 | 1,260,000 | | | | | | | |
2025 Grants of Plan-Based Awards Table
| (1) RSU and PSU awards are eligible to accrue dividends as DEUs, which vest on the same schedule as the underlying grant. |
2025 Grants of Plan-Based Awards Table
| (2) The grant date fair value of the RSU awards ($29.26) 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 fair value of the PSU award is determined by using the 20 day trading average ($30.14) leading up to the grant date to determine the number of PSUs granted multiplied by the fair value ($33.47) as determined under ASC Topic 718. |
2025 Grants of Plan-Based Awards Table
| (3) For each NEO, the “Target” and “Maximum” amounts set forth in this row in the “Estimated Future Payouts under Non-Equity Incentive Plan Awards” column constitute each NEO’s respective target AIP Award and maximum AIP Award, potentially payable in cash under the 2025 AIP. 2025 AIP amounts were awarded in cash on February 27, 2026, and the actual amounts awarded are reported in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. |
2025 Grants of Plan-Based Awards Table
| 2026 PROXY STATEMENT | 51 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
Outstanding Equity Awards at 2025 Fiscal Year-End Table The table below sets forth information regarding Company options and stock awards of the NEOs that were outstanding as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| Name | Option Awards | | | | Stock Awards | | | | Number of Securities Underlying Unexercised Options Exercisable (#)(5) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 | — | — | | | — | — | — | — | 863,812 | 23,374,753 | | Peter M. Graham | — | — | — | — | — | — | | | — | — | — | — | 140,988 | 3,815,135 | | Kerri A. Palmer(2) | 77,262 | — | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 164,224 | 4,443,901 | | Donna F. Vieira | 77,262 | — | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 128,360 | 3,473,422 | | Nicolas Jafarieh | 71,743 | — | 17.6500 | 2/5/31 | — | — | | | — | — | — | — | 123,277 | 3,335,876 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| (1) The vesting dates of the NEOs’ unvested RSU awards and any underlying DEUs that were outstanding as of December 31, 2025 are: |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| Name | Grant Date | # of RSUs Underlying Award | # of RSUs Vesting - Vesting Date 2026 | # of RSUs Vesting - Vesting Date 2027 | # of RSUs Vesting - Vesting Date 2028 | | Jonathan W. Witter | 2/17/2023 | 70,865 | 70,865 | | | | | 2/16/2024 | 99,576 | 49,788 | 49,788 | | | | 3/3/2025 | 110,243 | 36,747 | 36,748 | 36,748 | | Peter M. Graham | 10/30/2023 | 22,513 | 22,513 | | | | | 2/16/2024 | 22,320 | 11,160 | 11,160 | | | | 3/3/2025 | 31,318 | 10,438 | 10,440 | 10,440 | | Kerri A. Palmer(2) | 2/17/2023 | 45,072 | 45,072 | | | | | 2/16/2024 | 17,225 | 8,613 | 8,612 | | | | 3/3/2025 | 23,924 | 7,974 | 7,975 | 7,975 | | Donna F. Vieira | 2/17/2023 | 11,722 | 11,722 | | | | | 2/16/2024 | 15,906 | 7,953 | 7,953 | | | | 3/3/2025 | 20,847 | 6,949 | 6,949 | 6,949 | | Nicolas Jafarieh | 2/17/2023 | 12,337 | 12,337 | | | | | 2/16/2024 | 16,314 | 8,157 | 8,157 | | | | 3/3/2025 | 18,268 | 6,088 | 6,090 | 6,090 |
Outstanding Equity Awards at 2025 Fiscal Year-End Table
| 52 | SLM CORPORATION |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| (2) Ms. Palmer received two RSU awards on February 17, 2023 that each vest in one-third increments over a three-year period. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END 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, 2025 contingent upon the achievement of the performance goals at target are: |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| Name | Grant Date | # of PSUs Underlying Award (At Target) | # of PSUs Vesting - Vesting Date 2026 | # of PSUs Vesting - Vesting Date 2027 | # of PSUs Vesting - Vesting Date 2028 | | Jonathan W. Witter | 2/17/2023 | 192,152 | 192,152 | | | | | 2/16/2024 | 230,439 | | 230,439 | | | | 3/3/2025 | 160,537 | | | 160,537 | | Peter M. Graham | 2/16/2024 | 34,433 | | 34,433 | | | | 3/3/2025 | 30,404 | | | 30,404 | | Kerri A. Palmer | 2/17/2023 | 28,203 | 28,203 | | | | | 2/16/2024 | 26,575 | | 26,575 | | | | 3/3/2025 | 23,225 | | | 23,225 | | Donna F. Vieira | 2/17/2023 | 33,170 | 33,170 | | | | | 2/16/2024 | 25,602 | | 25,602 | | | | 3/3/2025 | 21,113 | | | 21,113 | | Nicolas Jafarieh | 2/17/2023 | 33,455 | 33,455 | | | | | 2/16/2024 | 25,168 | | 25,168 | | | | 3/3/2025 | 17,735 | | | 17,735 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| (4) Market value of shares or units is calculated based on the closing price of the Company’s Common Stock on December 31, 2025 of $27.06. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| (5) The vesting dates of the NEOs’ unvested premium priced stock options with an exercise price set at a 15 percent premium above the closing price of the Company’s Common Stock on the date of grant that were outstanding as of December 31, 2025 are: |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(6) | # of Options Vesting - Vesting Date 2026 | # of Options Vesting - Vesting Date 2027 | # of Options Vesting - Vesting Date 2028 | | Jonathan W. Witter | 02/05/2021 | 441,501 | — | — | — | | Peter M. Graham | — | — | — | — | — | | Kerri A. Palmer | 02/05/2021 | 77,262 | — | — | — | | Donna F. Vieira | 02/05/2021 | 77,262 | — | — | — | | Nicolas Jafarieh | 02/05/2021 | 71,743 | — | — | — |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| (6) 100% of the options in this table vested on February 5, 2024. |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| 2026 PROXY STATEMENT | 53 |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table presents information regarding the vesting of RSUs and PSUs held by the NEOs during 2025. None of the NEOs exercised any stock options during 2025.
Option Exercises and Stock Vested in 2025
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jonathan W. Witter | — | — | 404,713 | 12,567,194 | | Peter M. Graham | — | — | 33,360 | 940,527 | | Kerri A. Palmer | — | — | 92,795 | 2,895,128 | | Donna F. Vieira | — | — | 69,881 | 2,167,154 | | Nicolas Jafarieh | — | — | 63,633 | 1,976,739 |
Option Exercises and Stock Vested in 2025
| (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. |
Option Exercises and Stock Vested in 2025
| 54 | SLM CORPORATION |
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”. |
Nonqualified Deferred Compensation for
Nonqualified Deferred Compensation for
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 each NEO as of December 31, 2025, if such individual’s employment had terminated on that date, given the individual’s compensation and service levels as of December 31, 2025. The values reported in the table below with respect to equity vesting are based on the Company’s closing stock price on December 31, 2025 of $27.06 per share. The following severance arrangements were effective for each NEO on December 31, 2025: (i) the Amended and Restated Executive Severance Plan; (ii) the Amended and Restated Change in Control Severance Plan; and (iii) equity acceleration and settlement provisions contained in awards issued pursuant to the 2021 Plan and predecessor equity plans.
Potential Payments Upon Termination or Change in Control
| 2026 PROXY STATEMENT | 59 |
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table
| | Change in Control without Termination(1) ($) | Change in Control with Termination without Cause or for Good Reason(4) ($) | Termination by the Company without Cause or by the Executive for Good Reason(5) ($) | Termination by the Company with Cause(7) ($) | Termination by the Executive upon Retirement(8) ($) | Termination by Death or Disability(9) ($) | | Jonathan W. Witter | | | | | | | | Cash | | $7,150,000 | $5,720,000 | | | $3,960,000 | | Equity | | | | | | | | RSUs(2) | | $7,595,309 | $7,595,309 | | | $7,595,309 | | PSUs(3) | | $15,779,444 | $15,779,444 | | | $15,779,444 | | Medical Insurance | | $58,784 | $47,027 | | | | | Outplacement Services(6) | | | $15,000 | | | | | Total | | $30,583,537 | $29,156,780 | | | $27,334,753 | | Peter M. Graham | | | | | | | | Cash | | $2,900,000 | $1,450,000 | | | $1,450,000 | | Equity | | | | | | | | RSUs(2) | | $2,060,646 | $2,060,646 | | | $2,060,646 | | PSUs(3) | | $1,754,489 | $1,754,489 | | | $1,754,489 | | Medical Insurance | | $38,043 | $19,022 | | | | | Outplacement Services(6) | | | $15,000 | | | | | Total | | $6,753,178 | $5,299,157 | | | $5,265,135 | | Kerri A. Palmer | | | | | | | | Cash | | $2,832,500 | $1,416,250 | | | $1,416,250 | | Equity | | | | | | | | RSUs(2) | | $2,333,140 | $2,333,140 | | | $2,333,140 | | PSUs(3) | | $2,110,761 | $2,110,761 | | | $2,110,761 | | Medical Insurance | | $31,125 | $15,563 | | | | | Outplacement Services(6) | | | $15,000 | | | | | Total | | $7,307,526 | $5,890,714 | | | $5,860,151 | | Donna F. Vieira(11) | | | | | | | | Cash | | $2,677,726 | $1,338,863 | | $803,318(10) | $1,338,863 | | Equity | | | | | | | | RSUs(2) | | $1,311,734 | $1,311,734 | | $994,536 | $1,311,734 | | PSUs(3) | | $2,161,689 | $2,161,689 | | $1,264,108 | $2,161,689 | | Medical Insurance | | $47,027 | $23,514 | | | | | Outplacement Services(6) | | | $15,000 | | | | | Total | | $6,198,176 | $4,850,800 | | $3,061,962 | $4,812,286 | | Nicolas Jafarieh | | | | | | | | Cash | | $2,268,000 | $1,134,000 | | | $1,134,000 | | Equity | | | | | | | | RSUs(2) | | $1,269,628 | $1,269,628 | | | $1,269,628 | | PSUs(3) | | $2,066,247 | $2,066,247 | | | $2,066,247 | | Medical Insurance | | $47,027 | $23,514 | | | | | Outplacement Services(6) | | | $15,000 | | | | | Total | | $5,650,902 | $4,508,389 | | | $4,469,875 |
Potential Payments Upon Termination or Change in Control Table
| 60 | SLM CORPORATION |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
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. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (2) For equity vesting pertaining to a change in control with termination without cause or for good reason—Amounts shown are the value of RSU awards (including all DEUs) that would vest for each individual on December 31, 2025, based on the closing market price of the Company’s Common Stock on that date of $27.06. Assumes such RSUs are not assumed by the acquiring or surviving entity in a change of control. For equity vesting pertaining to a termination by the Company without cause or by the executive for good reason—Upon termination, these awards generally continue to vest based on their original vesting terms. For equity vesting pertaining to termination by death or disability, see footnote 9 below for additional information. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (3) For PSUs, Company performance is calculated at target for the purposes of this calculation. Upon a change in control with termination without cause or for good reason, such PSUs not previously vested shall vest immediately. Upon a termination by the Company without cause or by the executive for good reason, such PSUs generally continue to vest based on their original vesting terms. For equity vesting pertaining to termination by death or disability, see footnote 9 below for additional information. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (4) In the instance of a change in control with termination without cause or for good reason, medical insurance consists of the Company’s estimated portion of the cost of health care benefits for 24 months for Mr. Graham, Ms. Palmer, Ms. Vieira, and Mr. Jafarieh. In the case of Mr. Witter, benefits will be provided for 30 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (5) In the instance of a termination by the Company without cause or by the executive for good reason, medical insurance consists of the Company’s estimated portion of the cost of health care benefits for 12 months for Mr. Graham, Ms. Palmer, Ms. Vieira, and Mr. Jafarieh. In the case of Mr. Witter, benefits will be provided for 24 months. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (6) In the instance of a termination by the Company without cause or by the executive for good reason, $15,000 of outplacement services will be provided. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (7) For equity vesting—vested and unvested equity awards forfeit upon a termination for cause (as defined in the Predecessor Plan and the 2021 Plan). |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (8) For equity vesting—as of December 31, 2025 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. As of December 31, 2025, none of the NEOs were retirement eligible, except for Ms. Vieira. As a result, only awards granted to Ms. Vieira in 2023, 2024, and 2025 are eligible for vesting in the event of retirement. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (9) 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 that would vest for each individual on December 31, 2025, based on the closing market price of the Company’s Common Stock on that date of $27.06. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (10) Pursuant to the retirement provision under the 2025 AIP, the cash payment for Ms. Vieira is calculated at target for the purposes of this calculation. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| (11) After the close of business April 3, 2026 pursuant to the Vieira Retention Agreement, Ms. Vieira was no longer an employee of the Company and will receive a cash retention bonus of $750,000. She was not entitled to any severance under the Amended and Restated Severance Plan. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
| 2026 PROXY STATEMENT | 61 |
2025 Pay Ratio Disclosure
2025 Pay Ratio Disclosure
Pay Ratio
Pay Ratio
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 2025: • the annual total compensation of the median employee excluding our CEO (the “Median Employee”) was $110,230; • the annual total compensation of our CEO was $11,261,733; and • the ratio of these two amounts was 102 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 the Company may not be comparable to the pay ratio reported by other companies, including those within our peer groups and industry. |
Determination of Annual Total Compensation of our Median Employee and our CEO
| (2) The dollar amounts reported in columns (c) and (e) 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 NEOs were forfeited during the preceding five years; therefore, no amounts are reported for forfeited awards. CAP 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 2021 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 can be found in the proxy statement filed with the SEC on April 26, 2024. The reconciliation from the Summary Compensation Table to CAP for fiscal year 2024 can be found in the proxy statement filed with the SEC on April 28, 2025. The reconciliation from the Summary Compensation Table to CAP for fiscal year 2025 is summarized in the table below. |
Determination of Annual Total Compensation of our Median Employee and our CEO
| (c) “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. |
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 five 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, rel a tive TSR.
Compensation Actually Paid against Company and Peer Group TSR
Compensation Actually Paid against Company and Peer Group TSR
Compensation Actually Paid against Net Income
Compensation Actually Paid against Net Income
Compensation Actually Paid against Relative TSR Percentile
Compensation Actually Paid against Relative TSR Percentile
Compensation Actually Paid against Relative TSR Percentile
| 2026 PROXY STATEMENT | 65 |
Director Compensation
Director Compensation Our director compensation program is designed to reasonably compensate non-employee directors for work required for a company of our size and complexity and to align the directors’ interests with those of the Company’s stockholders. The Compensation Committee reviews the compensation level of non-employee directors on an annual basis and makes recommendations to the Board of Directors. Pursuant to the 2021 Plan, non-employee directors may not be granted, during any calendar year, equity and/or cash compensation resulting in aggregate total compensation determined on the grant date to be in excess of $750,000.
2025 Director Compensation Table
2025 Director Compensation Table The following table provides summary information for the year ended December 31, 2025, relating to compensation paid to or accrued by the Company on behalf of non-employee directors who served in this capacity during 2025.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2),(3)(4) | Option Awards ($)(5) | All Other Compensation ($)(6) | Total($) | | Janaki Akella | 95,000 | 164,978 | — | 29 | 260,007 | | R. Scott Blackley | — | 274,924 | — | 29 | 274,953 | | Henry F. Greig | 40,000 | 214,976 | — | 29 | 255,005 | | Daniel Greenstein | 63,750 | 164,978 | — | 22 | 228,750 | | Mary Carter Warren Franke | 217,500 | 164,978 | — | 29 | 382,507 | | Mark L. Lavelle | 52,500 | 217,452 | — | 29 | 269,981 | | Christopher T. Leech | 92,500 | 164,978 | — | 29 | 257,507 | | Ted Manvitz | — | 262,388 | — | 29 | 262,417 | | Jim Matheson | 105,000 | 164,978 | — | 29 | 270,007 | | Gary Millerchip | 65,000 | 164,978 | — | 22 | 230,000 | | Vivian C. Schneck-Last | 100,000 | 164,978 | — | 29 | 265,007 | | Robert S. Strong | 50,000 | —(7) | — | 14 | 50,014 | | Kirsten O. Wolberg | 90,000 | 164,978 | — | 29 | 255,007 |
2025 Director Compensation Table
| (1) Director fees are paid quarterly in arrears. |
2025 Director Compensation Table
| (2) Each of the non-employee directors elected to the Board of Directors at the 2025 Annual Meeting received a restricted stock award on June 17, 2025, which vests in full upon the 2026 Annual Meeting. The grant date fair market value for each share of restricted stock granted on June 17, 2025 to directors is based on the closing market price of our stock on June 17, 2025, which was $31.24. Additional details on accounting for stock-based compensation can be found in Note 2, “Significant Accounting Policies,” and Note 15, “Stock-Based Compensation Plans and Arrangements,” of Sallie Mae’s Consolidated Financial Statements contained in the Company’s 2025 Form 10-K. Each director elected at the 2025 Annual Meeting received a total of 5,281 shares of restricted Common Stock as a result of the aforementioned awards that will vest upon the Company’s 2026 Annual Meeting if the director is still incumbent at that time. |
2025 Director Compensation Table
| (3) After the Company’s 2024 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 March 19, 2025 and June 18, 2025, based on the closing market price of the Company’s Common Stock on those particular days, $30.11 and $31.70, respectively. After the Company’s 2025 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. Greig, and Mr. Manvitz each elected this option. Such grants of Common Stock in lieu of cash were awarded on September 17, 2025 and December 17, 2025 based on the closing market price of the Company’s Common Stock on those particular days, $28.12 and $26.88, respectively. |
2025 Director Compensation Table
| (4) Stock Awards outstanding as of December 31, 2025 for each director consisted of restricted stock awards (including DEUs), as follows: Janaki Akella – 5,331; R. Scott Blackley – 5,331; Mary Carter Warren Franke –5,331; Henry F. Greig –5,331; Daniel Greenstein –5,331; Mark L. Lavelle – 5,331; Christopher T. Leech – 5,331; Ted Manvitz – 5,331; Jim Matheson – 5,331; Gary Millerchip –5,331; Vivian C. Schneck-Last – 5,331; Robert S. Strong – 0; and Kirsten O. Wolberg – 5,331. |
2025 Director Compensation Table
| 2026 PROXY STATEMENT | 67 |
2025 Director Compensation Table
| (5) The Company did not grant any stock options to the non-employee directors during 2025. 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. |
2025 Director Compensation Table
| (6) Includes annual premiums paid by us to provide a life insurance benefit of $50,000. |
2025 Director Compensation Table
| (7) Mr. Strong did not stand for re-election to the Company’s Board at the 2025 annual meeting of stockholders, and accordingly, he did not receive a restricted stock grant on June 17, 2025. |
Director Compensation Elements
Director Compensation Elements The following table highlights the material elements of the 2025 director compensation program:
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 |
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. |
Director Compensation Elements
In addition to the committees above, some of the non-employee directors are also members of our Preferred Stock Committee. No fees were paid in 2025 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, non-employee directors each received $165,000 in restricted stock awards, which resulted in a grant date fair value of $164,978. These restricted stock awards will vest and become transferable upon the Company’s 2026 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. The Company reimburses 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.