DEF 14A

DEF 14A 1 d302720ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to Section 240.14a-12

SLM Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


		300 Continental Drive Newark, Delaware 19713

LETTER FROM THE

CHIEF EXECUTIVE OFFICER

April 28, 2022

Dear Fellow Stockholders:

While 2021 was another different and challenging year, the reasons for optimism are all around us. Much of the uncertainty caused by the pandemic is now behind us, with a return to a new normal very much underway. I’m happy to report our Sallie Mae team members are back on our campuses. While we have learned to work effectively in a remote setting, spending time on our campuses provides unique and meaningful opportunities for collaboration, innovation, development, connection, and mentorship. Achieving the best balance of the two models is why we’ve instituted a hybrid work approach for our organization.

My passion and connection as the leader of Sallie Mae continues to be grounded in our mission: to power confidence as students begin their unique journey. It’s personal to me and means not resting on accomplishments, always improving, and striving for excellence. That mindset burns bright in our more than 1,400 team members who continue to deliver for our customers and stockholders.

That relentless focus and progress on each of our strategic imperatives helped us deliver strong results in 2021. We grew market share as the leader in private student lending while rigorously managing expenses, executing a capital return program that exceeded original expectations, and improving our earnings outlook throughout the year. We also increased our share repurchase goals and our dividend, further creating shareholder value. We expect that continued focus and execution to drive meaningful results in 2022.

We also continue to be creative in pursuing opportunities to reach and assist more students and families and strategically evolve our business. Our acquisition of Nitro College significantly enhances our reach to current and prospective college students and their parents. These efforts not only complement our core business but also provide innovative and enhanced digital capabilities that meaningfully position Sallie Mae as an education solutions provider.

We know higher education is also a critical factor in advancing diversity and equity and promoting economic mobility. These factors continue to be a focus at Sallie Mae, as we address them both internally and externally through our new Chief Diversity Officer and programs like our Bridging the Dream Scholarship Program in partnership with the Thurgood Marshall College Fund. This work is highlighted in our latest Corporate Social Responsibility report published in April 2022 and available at www.salliemae.com.

We understand we cannot deliver for our customers without also delivering for our stockholders. Our investment thesis remains simple: we seek to (i) provide attractive growth through a focus on market share and operating leverage, (ii) expertly allocate and return capital to stockholders, and (iii) manage risk. We continue to align the interest of our team members with this long-term valuation orientation.

I look forward to you joining me at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 21, 2022, at 1 p.m. Eastern Daylight Time to be held virtually via the Internet at www.virtualshareholdermeeting.com/SLM2022.

Details of the business to be conducted at the Annual Meeting and how to participate at the meeting are provided in the attached Notice of Annual Meeting and proxy statement. You are being asked to vote on a number of important matters. Your vote is important, regardless of the number of shares you own, and all holders of our Common Stock are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Availability of Proxy Materials or the proxy card you received in the mail.

Thank you for your continued support and confidence in Sallie Mae.

All best,

LOGO

Jonathan W. Witter

Chief Executive Officer

LOGO

NOTICE OF 2022 ANNUAL MEETING

OF STOCKHOLDERS

Date

Time

Place

Tuesday

June 21, 2022

1:00 p.m.

Eastern Daylight Time

Meeting live via the Internet – please visit:

www.virtualshareholdermeeting.com/SLM2022

Items of Business:

Proposal 1—Elect 11 directors nominated by the Sallie Mae Board of Directors (“Board of Directors”), each for a one-year term, to serve until their successors have been duly elected and qualified;

Proposal 2—Approve, on an advisory basis, Sallie Mae’s executive compensation;

Proposal 3—Ratify the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the year ending December 31, 2022; and

Other Business—Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Record Date:

Stockholders of record of the Company’s Common Stock, par value $.20 per share (“Common Stock”), as of the close of business on April 22, 2022, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 22, 2022, 269,214,100 shares of Common Stock were outstanding and eligible to be voted.

How to Vote:

Your participation in the Annual Meeting is important. Sallie Mae urges you to take the time to read carefully the proposals described in the proxy statement and vote your proxy at your earliest convenience.

You may vote one of the following ways:


		By Telephone 1-800-690-6903
		By Internet before the meeting www.proxyvote.com
		By Mail completing and signing the proxy card enclosed and returning it in the envelope provided
		By Internet during the meeting www.virtualshareholdermeeting.com/SLM2022

2022 Virtual Annual Stockholder Meeting

After careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for Sallie Mae at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location while safeguarding the health of our stockholders, Board of Directors, and management. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including submitting questions. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SLM2022. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. The meeting webcast will begin promptly at 1:00 p.m., Eastern Daylight Time. We encourage you to log in and access the meeting at least 15 minutes prior to the start time.

By order of the Board of Directors

LOGO

Richard M. Nelson

Corporate Secretary

April 28, 2022

TABLE OF CONTENTS



Proxy Statement Summary			1

Overview of Proposals			2

PROPOSAL 1—Election of Directors			3

PROPOSAL 2—Advisory Vote on Executive Compensation			10

PROPOSAL 3—Ratification of the Appointment of the Independent Registered Public Accounting Firm			11

Corporate Governance			12
Roles and Responsibilities of the Board of Directors			12
Board Governance Guidelines			12
Board Leadership Structure			13
Director Independence			13
Board Diversity			13
Board Skills and Experience			14
Board, Committee, and Annual Meeting Attendance			14
Roles of the Board and Its Committees			15
Risk Oversight			16
Nominations Process			17
Related Party Transactions			17
Environmental, Social and Governance Practices			17
Political Expenditures			18
The Sallie Mae Political Action Committee (“PAC”)			19
Stockholder Communications with the Board			19
Code of Business Conduct			19

Report of the Audit Committee of the Board of Directors			20

Independent Registered Public Accounting Firm			21
Independent Registered Public Accounting Firm Fees for 2021 and 2020			21
Pre-Approval Requirements			21

Ownership of Common Stock by 5 Percent or More Holders			22

Ownership of Common Stock by Directors and Executive Officers			23

Executive Officers			24



Executive Compensation			25

Compensation Discussion and Analysis			25
CD&A Roadmap			25
Executive Summary			25
Compensation Philosophy			26
Named Executive Officers			26
Compensation Practices Summary			27
Stockholder Engagement & Say-on-Pay Results			28
Stock Performance			29
Highlights of Company Performance			29
Allocation of Compensation			30
Elements of Compensation			31
How Our Compensation Decisions Are Made			32
2021 Annual Incentive Plan for Named Executive Officers			33
2021 AIP Funding and Payout Computation			34
2021 NEO Long-Term Incentive Program			35
NEO Achievements			36
Vesting of the 2019 PSU Grants			38
Risk Assessments and Attestations of Compensation Plans			39
Compensation Consultant			39
Compensation Committee Interlocks and Insider Participation			40
Peer Group Analysis			40
Other Arrangements, Policies, and Practices Related to Executive Compensation Programs			40
Compensation Committee Report			43

Summary Compensation Table			44

2021 Grants of Plan-Based Awards Table			46

Outstanding Equity Awards at 2021 Fiscal Year-End Table			47

Option Exercises and Stock Vested in 2021			49

Equity Compensation Plan Information			50

Nonqualified Deferred Compensation for Fiscal Year 2021			51
Deferred Compensation Plan for Key Employees			51
Supplemental 401(k) Savings Plan			51

2022 Proxy Statement — SLM CORPORATION

TABLE OF CONTENTS



Arrangements with Named Executive Officers			52
Executive Severance Plan			52
Change in Control Severance Plan			52
Offer Letter with Ms. Palmer			52
Offer Letter with Mr. Witter			52
Offer Letter with Ms. Vieira			53

Potential Payments Upon Termination or Change in Control			54

2021 Pay Ratio Disclosure			56
Pay Ratio			56
Methodology for Identifying our “Median Employee”			56
Determination of Annual Total Compensation of our “Median Employee” and our CEO			56

Director Compensation			57



2021 Director Compensation Table			57
Director Compensation Elements			58
Stock Ownership Guidelines			58
Other Compensation			58
Deferred Compensation Plan			59

Other Matters			60
Other Matters for the 2022 Annual Meeting			60
Stockholder Proposals for the 2023 Annual Meeting			60
Solicitation Costs			60
Householding			60

Questions and Answers About the Annual Meeting and Voting			61

Appendix A—Reconciliation of Non-GAAP Financial Measures			A-1

SLM CORPORATION — 2022 Proxy Statement

LOGO

300 Continental Drive

Newark, Delaware 19713

The Board of Directors of SLM Corporation (“Sallie Mae,” the “Company,” “we,” “our,” or “us”) is furnishing this proxy statement to solicit proxies for use at Sallie Mae’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”). A copy of the Notice of the Annual Meeting accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our stockholders beginning on or about May 5, 2022. In light of the persisting coronavirus (“COVID-19”), for the safety and well-being of our stockholders, and taking into account the protocols of local, state, and federal governments, we have determined that the Annual Meeting will be held in a virtual meeting format only (with no in-person meeting), via the Internet, at www.virtualshareholdermeeting.com/SLM2022. For more information regarding the Annual Meeting process, please review the section entitled “Questions and Answers About the Annual Meeting and Voting” contained at the end of this proxy statement.

The proxy statement and Sallie Mae’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”) are available at: https://www.salliemae.com/investors/shareholder-information and https://materials.proxyvote.com. You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Office of the Corporate Secretary at the Company’s principal executive offices, located at 300 Continental Drive, Newark, Delaware 19713. Sallie Mae will provide a copy of the 2021 Form 10-K without charge to any stockholder upon written request.

PROXY STATEMENT SUMMARY

This summary highlights certain information contained in the proxy statement. You should read the entire proxy statement and the 2021 Form 10-K carefully before you vote.

SLM’s Strategy

To further focus our business and increase shareholder value, we continue to advance our strategic imperatives. Our focus remains on maximizing the profitability and growth of our core private student loan business, while harnessing and optimizing the power of our brand and attractive client base. In addition, we continue to seek to better inform the external narrative about student lending and Sallie Mae’s role in helping students and families responsibly plan and pay for college. We also strive to maintain a rigorous and predictable capital allocation and return program to create shareholder value. Our internal focus is to drive a mission-led culture that continues to make Sallie Mae a great place to work. Finally, we continue to strengthen our risk and compliance efforts, to enhance and build upon our risk management framework, and to keep focused and aligned on assessing and monitoring enterprise-wide risk.

2022 Annual Meeting of Stockholders

Time and Date

June 21, 2022

1:00 p.m. Eastern Daylight Time

Virtual Location

www.virtualshareholdermeeting.com/SLM2022

Record Date

April 22, 2022

2022 Proxy Statement — SLM CORPORATION 1

OVERVIEW OF PROPOSALS

This proxy statement contains three proposals requiring stockholder action, each of which is discussed in more detail below. Proposal 1 seeks the election of 11 directors nominated by the Board of Directors. Proposal 2 seeks approval, on an advisory basis, of Sallie Mae’s executive compensation. Proposal 3 seeks ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Each share of Common Stock is entitled to one vote on each proposal or, in the case of the election of directors, on each nominee.

The Board of Directors recommends that you vote FOR each of Proposals 1 - 3 as discussed in more detail below.

2 SLM CORPORATION — 2022 Proxy Statement

PROPOSAL 1—ELECTION OF DIRECTORS

Our Board of Directors has nominated and recommends 11 individuals for election to our Board of Directors at the Annual Meeting. These individuals are as follows:


Paul G. Child	Mark L. Lavelle	Samuel T. Ramsey	Jonathan W. Witter
Mary Carter Warren Franke	Ted Manvitz	Vivian C. Schneck-Last	Kirsten O. Wolberg
Marianne M. Keler	Jim Matheson	Robert S. Strong

Under our Certificate of Incorporation, the size of our Board of Directors may not be fewer than 11 nor more than 16 members. Under our By-Laws, 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 11, effective as of the Annual Meeting.

Biographical information, qualifications, and experience with respect to each director nominee appear below. In addition to fulfilling the general criteria for director nominees described in the section titled “Nominations Process,” each nominee possesses experience, skills, attributes, and other qualifications the Board of Directors has determined support its oversight and management of Sallie Mae’s business, operations, and structure. These qualifications are discussed below, along with biographical information regarding each director nominee, including each individual’s age, principal occupation, and business experience during the past five years. Information concerning each director nominee is based in part on information received from the respective director nominee and in part from Sallie Mae’s records.

All nominees appearing below have consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, the Board of Directors may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote such shares for a reduced number of nominees. If the Board of Directors designates a substitute nominee, persons named as proxies will vote “FOR” that substitute nominee.

Our By-Laws 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.

If any director nominee fails to receive a majority of the votes cast “FOR” his or her election, such nominee will automatically tender his or her 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.

2022 Proxy Statement — SLM CORPORATION 3

PROPOSAL 1—ELECTION OF DIRECTORS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS


PAUL G. CHILD Former Office Managing Partner, Salt Lake City, Deloitte LLP (Independent) (Audit Committee Chair)	Professional Highlights: • Office Managing Partner, Salt Lake City, Deloitte LLP—1995 to 2008; Professional Practice Director, Salt Lake City—1989 to 1995; Audit Partner—1983 to 2008; various positions—1971 to 1983 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2009 to present • Member, Board of Governors, Salt Lake Chamber of Commerce—2002 to 2008 • Director, Mountainwest Capital Network—2002 to 2008 • Director, United Way of Greater Salt Lake—2001 to 2008 • Director, Ballet West—2000 to 2008 • Director, Pioneer Theater—2000 to 2006	Qualifications: Mr. Child’s leadership roles and experience in the accounting field enable him to bring to the Board of Directors experience in the areas of finance, accounting, financial services, and capital markets. Age: 73 Director since: April 2014

MARY CARTER WARREN FRANKE Former Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co. (Independent) (Board Chair)	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	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. Age: 65 Director since: April 2014

4 SLM CORPORATION — 2022 Proxy Statement

PROPOSAL 1—ELECTION OF DIRECTORS


MARIANNE M. KELER Attorney, Keler & Kershow PLLC (Independent) (Nominations and Governance Committee Chair)	Professional Highlights: • Attorney, Keler & Kershow PLLC—2006 to present • Executive Vice President, Consumer Finance, Corporate Strategy & Administration, Sallie Mae—2004 to 2006 • Senior Vice President & General Counsel, Sallie Mae; President, Student Loan Marketing Association—1997 to 2004 • Vice President & Associate General Counsel, Student Loan Marketing Association—1990 to 1997; various other positions—1985 to 1997 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2010 to present • Board Chair, Building Hope (charter school lender)—2004 to 2020 • Board Chair, American College of the Mediterranean—2018 to present; trustee since 2007 • Board Chair, American University in Bulgaria—2008 to 2014; trustee since 2001 • Finance Committee Chair, EL Haynes Charter School Board of Directors—2006 to 2012 • Member, Georgetown University Board of Regents—2009 to 2015 • Founding Director, National Student Clearinghouse—1993 to 2009 Directorship of other public companies: • CubeSmart (NYSE: CUBE)—2007 to present; Board Chair—2018 to present	Qualifications: Ms. Keler’s legal background and experience in the student loan industry and with Sallie Mae bring valuable perspective to the Board of Directors in the areas of student and consumer lending, legal and corporate governance, and higher education. Age: 67 Director since: April 2014

MARK L. LAVELLE Chief Executive Officer, X Delivery (Independent) (Compensation Committee Chair)	Professional Highlights: • Chief Executive Officer, X Delivery—2021 to present • Chairman and Chief Executive Officer, Deep Lake Capital—2021 to present • Senior Vice President, Commerce Cloud, Adobe Inc.—2018 to 2019 • Chief Executive Officer, Magento Commerce—2015 to 2018 • Senior Vice President, Product, eBay Enterprise—2013 to 2015 • Senior Vice President, Strategy and Partnerships, eBay, Inc.—2012 to 2013 • Senior Vice President, Strategy and Business Development, PayPal, Inc.—2009 to 2012 • Co-Founder and Vice President, Corporate Development, Bill Me Later, Inc.—2001 to 2009 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2019 to present • Director, Armada Inc—2018 to present • Director, Second Chance—2008 to present	Qualifications: Mr. Lavelle’s extensive experience developing and scaling businesses encompassing financial services, commerce, and information technology allows him to provide valuable insight to the Board of Directors in the areas of risk management, strategy, acquisitions, and business operations. Age: 56 Director since: April 2019

2022 Proxy Statement — SLM CORPORATION 5

PROPOSAL 1—ELECTION OF DIRECTORS

TED MANVITZ

Managing Director, Grain Management

(Independent)

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

• Senior Advisor, Africell – 2021 to present

• Adjunct Faculty, American University—2020 to present

Qualifications: Mr. Manvitz’s extensive experience in the areas of strategic planning, senior executive management, operations, finance, mergers and acquisitions, and capital markets allows him to provide value insight to the Board of Directors in driving growth, building partnerships, and creating value.

Age: 50

Director since: March 2021

JIM MATHESON

Chief Executive Officer, NRECA

(Independent)

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

• Service on the United States House of Representatives Energy and Commerce Committee—2007 to 2015; Science Committee—2001 to 2011; Financial Services Committee—2003 to 2007; and Transportation and Infrastructure Committee—2001 to 2007

• Chief Deputy Whip for the Democratic Caucus of the United States House of Representatives—2011 to 2015

• Board Member, United States Association of Former Members of Congress—2015 to present

Qualifications: Mr. Matheson’s extensive experience in public policy and financial services enables him to bring to the Board of Directors a valuable perspective in development of business strategies and on public policy and regulatory matters.

Age: 62

Director since: March 2015

6 SLM CORPORATION — 2022 Proxy Statement

PROPOSAL 1—ELECTION OF DIRECTORS


SAMUEL T. RAMSEY Former Chief Risk Officer, Chase, the consumer and small business organization within JP Morgan Chase & Co. (Independent)	Professional Highlights: • Chief Risk Officer, Chase, the consumer and small business organization within JP Morgan Chase & Co.—2011 to 2014 • Chief Risk Officer, Ally Financial Inc.—2007 to 2010 • Chief Financial Officer, Global Corporate and Investment Banking, Bank of America—2006 to 2007 • Enterprise Credit and Market Risk Executive, Chief Risk Executive for Global Consumer and Small Business Banking, Enterprise Operational and Market Risk Executive, Bank of America—2004 to 2006 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2021 to present • Director, Chair of Audit Committee, member of the Compliance and Finance Committees, Ditech Holding Corporation—2018 to 2019	Qualifications: Mr. Ramsey brings more than 30 years of experience in consumer and commercial banking, with expertise in risk management, finance, treasury, and the capital markets to the Board of Directors. Age: 62 Director since: November 2021

VIVIAN C. SCHNECK-LAST Former Managing Director, Global Head of Technology Governance, Goldman Sachs & Company (Independent) (Operational and Compliance Risk Committee Chair)	Professional Highlights: • Managing Director, Global Head of Technology Governance, Goldman Sachs & Company—2009 to 2014; Managing Director, Global Head of Technology Business Development—2000 to 2014; Managing Director, Global Head of Technology Vendor Management—2003 to 2014 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2015 to present • Advisor/Director, Portrait Capital Systems, LLC—2015 to 2019 • Advisor/Director, Coronet—2015 to present • Director, Bikur Cholim of Manhattan—2014 to present Directorships of other public companies: • SCVX Corp.—2020 to present	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. Age: 61 Director since: March 2015

2022 Proxy Statement — SLM CORPORATION 7

PROPOSAL 1—ELECTION OF DIRECTORS

ROBERT S. STRONG

Former Managing Director, Chairman, Capital
Commitments Committee,
Bank of America Securities

(Independent)

(Financial Risk Committee Chair)

Professional Highlights:

• Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities—2006 to 2007; Managing Director, Portfolio Management—2001 to 2006

• Executive Vice President, Chief Credit Officer, JP Morgan Chase Bank—1996 to 2001

Other Professional and Leadership Experience:

• Director, Sallie Mae Bank—2014 to present

• Director, Syncora Guaranty, Inc.—2018 to 2020

• Director, Syncora Capital Assurance, Inc.—2009 to 2017

• Member, Financial Policy Review Board for the State of New Jersey—2013 to 2016

• Director, CamberLink Inc.—2013 to 2016

Qualifications: Mr. Strong’s extensive experience in the banking and financial services industries allows him to provide valuable insight to the Board of Directors in the areas of finance, risk management, portfolio management, and business operations.

Age: 73

Director since: April 2014

JONATHAN W. WITTER

Chief Executive Officer, Sallie Mae

(Executive;

Not Independent)

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

Qualifications: Mr. Witter’s extensive background and significant leadership experience in the banking industry and his customer experience expertise allow him to provide business and leadership insight to the Board of Directors in the areas of banking, financial services, capital markets, business operations, and customer service.

Age: 53

Director since: April 2020

8 SLM CORPORATION — 2022 Proxy Statement

PROPOSAL 1—ELECTION OF DIRECTORS

KIRSTEN O. WOLBERG

Former Chief Technology and
Operations Officer,
DocuSign

(Independent)

(Preferred Stock Committee Chair)

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

Other Professional and Leadership Experience:

• Director, Sallie Mae Bank—2016 to present

• Director, Epidemic Sound-2021 to present

• Director, Pryon-2021 to present

• Director, Pie Insurance-2021 to present

• Director, Duco Technology Limited—2020 to 2021

• Vice President, Corporate Technology, Charles Schwab & Co.—2001 to 2008

• Director, Year Up—2008 to present

• Director, Jewish Vocational Services—2014 to present

Directorships of other public companies:

• Silicon Graphics International Corp.—2016

• CalAmp Corp—2020 to present

• Dynatrace, Inc.—2021 to present

Qualifications: Ms. Wolberg’s extensive experience in information technology for the financial services industry allows her to provide valuable insight to the Board of Directors in the areas of finance, information technology risks, and business operations.

Age: 54

Director since: November 2016

Board of Directors Recommendation

✓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE ELEVEN NOMINEES NAMED ABOVE.

2022 Proxy Statement — SLM CORPORATION 9

PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

PROPOSAL 2—ADVISORY VOTE ON

EXECUTIVE COMPENSATION

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

At our annual meeting of stockholders held in June 2021, we submitted a non-binding vote to our stockholders to approve our executive compensation. Approximately 89.3 percent of the stockholders voted in favor of the say-on-pay proposal. We attribute that broad support in part to our continued efforts to understand and address the feedback we received from our stockholders. Specifically, in 2021 we continued to focus on performance-based compensation for our NEOs as we (i) tied a significant portion of total NEO compensation to the achievement of performance goals that we believe drive the fundamentals of our business and (ii) awarded a significant percentage, 75 percent, of the NEO’s long-term incentive plan equity award (“LTIP”) in the form of performance-based awards consisting of performance stock units (“PSUs”) and premium priced stock options. The NEOs’ 2021 LTIP consisted of (i) 25 percent PSUs; (ii) 50 percent premium priced stock options; and (iii) 25 percent restricted stock units (“RSUs”).

The compensation awarded to our Chief Executive Officer (“CEO”), Jonathan W. Witter, and other NEOs for 2021 reflects the positive performance of the Company, notwithstanding a global pandemic. 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 2021 pay decisions made by the Compensation Committee and the correlation to Company performance.

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

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

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

This proposal to approve the resolution regarding the compensation of Sallie Mae’s NEOs requires the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including broker non-votes, have no direct effect on the matter. This proposal is advisory in nature and, therefore, is not binding upon the Compensation Committee or the Board of Directors. However, the Compensation Committee will, as the former Nominations, Governance and Compensation Committee (the “NGC Committee”) has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions.

Board of Directors Recommendation

✓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE RELATED COMPENSATION TABLES AND NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT.

10 SLM CORPORATION — 2022 Proxy Statement

PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Sallie Mae’s independent registered public accounting firm, KPMG LLP (“KPMG”), is selected by the Audit Committee of Sallie Mae’s Board of Directors (the “Audit Committee”). The Audit Committee has engaged KPMG as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Representatives of KPMG are expected to be present at the Annual Meeting, and they will have the opportunity to respond to appropriate questions from stockholders and to make a statement if they desire to do so.

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

For ratification, this proposal will require the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter have no direct effect on the matter. If the appointment of KPMG is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement. Even if the selection of Sallie Mae’s independent registered public accounting firm is ratified, the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during 2022 if, in its discretion, it determines such a change would be in the Company’s best interests.

Board of Directors Recommendation

✓

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS SALLIE MAE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.

2022 Proxy Statement — SLM CORPORATION 11

CORPORATE GOVERNANCE

Roles and Responsibilities of the Board of Directors

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

The primary responsibilities of the Board of Directors are to:

•

review Sallie Mae’s long-term strategies and set long-term performance metrics;

•

review risks affecting Sallie Mae and its processes for managing those risks, and oversee assignment of various aspects of risk management, compliance, and governance;

•

select, evaluate, and compensate the CEO and our NEOs;

•

plan for succession of the CEO and members of the executive management team;

•

review and approve Sallie Mae’s annual business plan and multi-year strategic plan, and periodically review performance against such plans;

•

review and approve major transactions and business initiatives;

•

through its Audit Committee, select and oversee Sallie Mae’s independent registered public accounting firm;

•

recommend director candidates for election by stockholders; and

•

evaluate its own effectiveness.

Board Governance Guidelines

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

•

A majority of the members of the Board of Directors must be independent directors, and all members of the (i) Audit, (ii) Nominations and Governance, and (iii) Compensation Committees must be independent.

•

All directors stand for re-election each year. Directors are elected under a majority vote standard in uncontested elections.

•

As of April 19, 2020, we have separated the role of Board Chair from CEO. We no longer have a Lead Independent Director elected by the Board of Directors due to the independence of our Board Chair.

•

Each regularly scheduled Board of Directors meeting may conclude with an executive session in which only members of the Board of Directors participate. Each regularly scheduled committee meeting also generally concludes with an executive session presided over by the committee Chair.

•

We maintain stock ownership and retention guidelines for directors and executive officers.

•

The Board of Directors and its committees undertake an annual review to evaluate their effectiveness.

•

Directors should not serve on more than three other public company boards in addition to the Company’s Board of Directors.

•

Non-employee directors are to retire no later than at the annual meeting of stockholders following such director’s 75th birthday. An exception is provided for incumbent directors who are 75 years of age or older as of January 1, 2021 who may stand for re-election to the Company’s Board of Directors at the annual meeting of stockholders in 2021 and 2022, subject to recommendation from the Nominations and Governance Committee and approval of the Board of Directors.

12 SLM CORPORATION — 2022 Proxy Statement

CORPORATE GOVERNANCE

Board Leadership Structure

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

Director Independence

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

The Board of Directors has determined that each of the individuals who served as a director during 2021 and all nominees standing for election at the Annual Meeting, other than Mr. Witter, our CEO, are independent of Sallie Mae.

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

Board Diversity

Our Board believes diversity is important and seeks representation across a range of attributes, including gender, race, ethnicity, and professional experience, and regularly assesses our Board’s diversity when identifying and evaluating director candidates. As of December 31, 2021, our Board of Directors consisted of the following:

2022 Proxy Statement — SLM CORPORATION 13

CORPORATE GOVERNANCE

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

Board Diversity Matrix (As of December 31, 2021)


Total Number of Directors	12
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	8
Part II: Demographic Background
African American or Black		1
Alaskan Native or Native American
Asian
Hispanic or Latinx
Native Hawaiian or Pacific Islander
White	3	7
Two or More Races or Ethnicities
LGBTQ+	1
Did Not Disclose Demographic Background	1

Board Skills and Experience

LOGO

Board, Committee, and Annual Meeting Attendance

Our Board of Directors met 13 times in 2021. Each of the incumbent directors attended at least 75 percent of the total number of meetings of the Board of Directors and committees on which he or she served. Directors are expected to attend the Annual Meeting, and 12 out of 13 of the then-serving members of the Board of Directors attended the Annual Meeting in June 2021. Mr. Goode retired on June 8, 2021, the date of the 2021 Annual Meeting. Accordingly, he did not stand for re-election and did not attend the 2021 Annual Meeting.

14 SLM CORPORATION — 2022 Proxy Statement

CORPORATE GOVERNANCE

Roles of the Board and Its Committees

The Board of Directors has established the following standing committees to assist in its oversight responsibilities: Audit; Compensation; Nominations and Governance; Financial Risk; Operational and Compliance Risk; and Preferred Stock. On June 8, 2021, the Board of Directors separated the NGC Committee into two stand-alone committees, the Compensation Committee and the Nominations and Governance Committee. On September 15, 2021, the Board of Directors changed the name of the Risk Committee to the Financial Risk Committee and amended such committee’s responsibilities, which previously included general oversight of all risks at the Company, to focus on oversight of financial risks at the Company. Additionally, on September 15, 2021, the Board of Directors changed the name of the Compliance Committee to the Operational and Compliance Risk Committee and amended such committee’s responsibilities, which previously included general oversight of consumer compliance risk at the Bank, to focus more broadly on non-financial risk at the Company, including consumer compliance risk at the Bank. For ease of understanding, this proxy statement generally refers to the current name of each committee, even when referring to the committee prior to its name change. Each committee is governed by a Board-approved written charter, which is evaluated annually and sets forth the respective committee’s functions, responsibilities, and delegated authority. Membership of each of the committees is established on an annual basis.

Committee charters are available at www.salliemae.com under “For Investors, Corporate Governance.” Stockholders may obtain a written copy of any and all committee charters by contacting the Corporate Secretary at corporatesecretary@salliemae.com or SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.

The following table sets forth the membership and number of meetings held for each committee of the Board of Directors as of December 31, 2021.

Audit⁽¹⁾

Nominations
Governance
and Compensation⁽²⁾

Nominations

and

Governance⁽²⁾

Compensation⁽²⁾

Operational

and Compliance
Risk⁽³⁾⁽⁵⁾

Financial

Risk⁽⁴⁾⁽⁵⁾

Preferred Stock

Paul G. Child^{(1) (5) (I)}

Chair

Mary Carter Warren Franke^{(5) (I) (C)}

Earl A. Goode^{(6) (I)}

*⁽⁶⁾

Marianne M. Keler^{(1) (I)}

Chair

Mark L. Lavelle^{(5) (I)}

Chair

Ted Manvitz^{(1) (I)}

Jim Matheson^(I)

Frank C. Puleo^{(5) (8) (I)}

Samuel T. Ramsey^{(1) (5) (I)}

Vivian Schneck-Last^{(5) (I)}

Chair

William N. Shiebler^{(7) (I)}

Chair⁽⁷⁾

Robert S. Strong^{(1) (5) (I)}

Chair

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SEC Form DEF 14A filed by SLM Corporation