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:

SLM Corporation

(Name of Registrant as Specified In Its Charter)

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

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300 Continental Drive

LETTER FROM THE CHAIRMAN

OF THE BOARD OF DIRECTORS

May 4, 20185, 2020

Dear Fellow Stockholders:

As the premier brand for college and continuous education, Sallie Mae builds prosperous futures by providing access, planning outcomes, and helping students and families responsibly fund their future. Education is the foundation for success and the proven pathway to economic mobility. We are proud to serve the 456,000 students and families who selected us last year as they invested in their future through education.

This year, like many other organizations, we have needed to change the way we work, socialize, and live our daily lives in the face of theCOVID-19 crisis. Our team has shown an extraordinary adaptability in the face of this ever-changing landscape. In particular, I want to recognize those employees who continue to serve our customers, develop new solutions to ensure the health and safety of our employees, keep our facilities safe, and keep our business running smoothly throughout this global pandemic.

We continue to take tangible actions to position our franchise for long-term success, including focusing our resources on key growth opportunities, providing high-quality private student loans, and offering competitive financing for grad school.

In addition, we remain committed to these values every day of the year: Connect, Thrive, Do Right, Dare to Do, and Make a Difference. Sallie Mae’s efforts to live these values are highlighted in our inaugural Corporate Social Responsibility report that was published in March 2020 and available on our website.

Finally, I am pleased to introduce Jonathan W. Witter, our new Chief Executive Officer. Jon is an industry veteran bringing nearly three decades of executive leadership, banking expertise, and operational management to Sallie Mae. He is a strategic leader with a demonstrated ability to improvetop- and bottom-line performance, while enhancing customer experience. Most recently, he served as Executive Vice President and Chief Customer Officer of Hilton, where he oversaw the company’s global brands, marketing, loyalty and partnerships, IT, and strategy teams. Prior to his role at Hilton, Jon held leadership positions at Capital One, Morgan Stanley, and Wachovia.

Our Board and management team are confident that Jon is ideally suited to lead Sallie Mae, and under his leadership, we will continue to perform and deliver on our long-term growth plans.

Please join us for the SLM Corporation (“Sallie Mae”) 20182020 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, June 21, 2018,18, 2020, at 11:00 a.m. Eastern Daylight Time in our corporate headquarters locatedto be held virtually via the Internet at 300 Continental Drive, Newark, Delaware 19713.

We are pleased 2017 was another solid year as evidenced by customer experience innovations, continued improvements in our net interest margin, sound credit trends, increased operating efficiency, and an expanding market share, which all contributed to our strong earnings growth. In addition, last year’s tax legislation will increase our earnings, resulting in both higher profits and the opportunity to invest in service upgrades, technological efficiencies, and diversified product offerings, all of which will strengthen our franchise for the future. I applaud our more than 1,500 employees and their continued commitment to our customers and making college happen.www.virtualshareholdermeeting.com/SLM2020.

Details of the business to be conducted at the Annual 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 in person.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 of Sallie Mae.

Sincerely,

300 Continental Drive

Newark, Delaware 19713

May 4, 2018

NOTICE OF 20182020 ANNUAL MEETING

OF STOCKHOLDERS

To our Stockholders:

SLM Corporation (“Sallie Mae” or the “Company”) will hold its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) as follows:

How to Vote:

Stockholders of record of the Company’s Common Stock, par value $.20 per share (“Common Stock”), as of the close of business on April 25, 2018, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 25, 2018, 435,221,198 shares of Common Stock were outstanding and eligible to be voted.

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 by telephone, Internet or, if you request that proxy materials be mailed to you, by completing and signingone of the proxy card enclosed with those materials and returning it in the envelope provided. If you wish to attend the meeting in person, you must bring evidence of your ownership as of April 25, 2018, or a valid proxy showing that you are representing a stockholder.following ways:

 

		/s/ Richard M. Nelson By Telephone 1-800-690-6903
Richard M. Nelson		By Internet before the meeting www.proxyvote.com
Corporate Secretary		By Mail completing and signing the proxy card enclosed and returning it in the envelope provided
		By Internet during the meeting www.virtualshareholdermeeting.com/SLM2020

By order of the Board of Directors

Richard M. Nelson

Corporate Secretary

May 5, 2020

TABLEOF CONTENTS

TABLE OF CONTENTS

2020 Proxy Statement —SLM CORPORATION

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 20182020 Annual Meeting of Stockholders (the “Annual Meeting”). A copy of the Notice of the Annual Meeting accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our stockholders beginning on or about May 4, 2018.5, 2020. In light of the 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 noin-person meeting), via the Internet, atwww.virtualshareholdermeeting.com/SLM2020. 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 Form10-K for the year ended December 31, 20172019 (the “2017“2019 Form10-K”) are available atat:https://www.salliemae.com/investors/shareholder-information andhttps://materials.proxyvote.com. You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website atwww.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 20172019 Form10-K without charge to any stockholder upon written request.

OVERVIEW OF PROPOSALS

This proxy statement contains three proposals requiring stockholder action, each of which is discussed in more detail below. Proposal 1 seeks the election of 12 directors nominated by the Board of Directors. Proposal 2 seeks approval, on an advisory basis, of Sallie Mae’s executive compensation. Proposal 3 seeks ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2020. 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.

2020 Proxy Statement —SLM CORPORATION    1

PROPOSAL 1—ELECTIONOF DIRECTORS

PROPOSAL 1—ELECTION OF DIRECTORS

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

Under our Certificate of Incorporation, the size of our Board of Directors may not be lessfewer than 11 nor more than 16 members. Under theourBy-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 12.

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 member of the Board of Directors,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 directorsdirector nominee and in part from Sallie Mae’s records.

PROPOSAL 1—ELECTIONOF DIRECTORS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

2020 Proxy Statement —SLM CORPORATION    3

PROPOSAL 1—ELECTIONOF DIRECTORS

4    SLM CORPORATION —2020 Proxy Statement

PROPOSAL 1—ELECTIONOF DIRECTORS

PROPOSAL 1—ELECTIONOF DIRECTORS

PROPOSAL 1—ELECTIONOF DIRECTORS

•   Chairman and Chief Executive Officer, Sallie Mae—April 2014 to present

•   Vice Chairman, Sallie Mae—January 2014 to April 2014

•   Executive Vice President—Banking, CIT Group—2010 to 2013

•   Executive Chairman, Coastal South Bancshares, Inc.—2010

•   Business Manager, Goldman Sachs & Company—2007 to 2008

•   Chief Executive Officer, Retail Division North America, Citigroup—2005 to 2007

Other Professional and Leadership Experience:

•   Director, Sallie Mae Bank—2014 to present

Directorships of other companies:

•   Member, Executive Advisory Board, The Wharton School of The University of Pennsylvania—2017 to present

•   Member, Board of Trustees, Saint Edmund’s Retreat—2015 to present

•   Member, Board of Visitors, Fordham College, Fordham University—2015 to present

•   Member, Foundation Board, The Graduate Center of the City University of New York—2011 to present

Mr. Quinlan’s extensive background and significant leadership experience in the banking industry allow him to provide business and leadership insight to the Board of Directors in the areas of banking, financial services, business operations, and capital markets.

PROPOSAL 1—ELECTIONOF DIRECTORS

8    SLM CORPORATION —2020 Proxy Statement

PROPOSAL 1—ELECTIONOF DIRECTORS

Board of Directors Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

2020 Proxy Statement —SLM CORPORATION    9

PROPOSAL 2—ADVISORY VOTEON 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.officers (“NEOs”).

At our annual meeting of stockholders held in June 2019, we submitted anon-binding vote to our stockholders to approve our executive compensation. Approximately 96.0 percent of the stockholders voted in favor of thesay-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, we continue to focus on performance-based compensation for our NEOs as we (i) tie a significant portion of total NEO compensation to the achievement of performance goals that we believe drive the fundamentals of our business, and, (ii) award a greater percentage of the NEO’s long-term incentive plan equity award (“LTIP”) in the form of performance stock units (“PSUs”). In 2019, as part of our plan to increase the percentage of compensation tied to performance, we increased the amount of PSUs awarded to NEOs under the LTIP from 25 percent to 50 percent.

The compensation awarded to our former Chief Executive Officer (“CEO”), Raymond J. Quinlan, and other NEOs for 2019 recognizes the positive performance of the Company. The NGC 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 2019 pay decisions made by the NGC 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 ourpay-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 Securities Exchange Act of 1934, as amended (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 named executive officersNEOs requires the affirmative vote of the holders of a majority of the Common Stock present, represented and entitled to vote at the Annual Meeting. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including brokernon-votes, have no direct effect on the matter. This proposal is advisory in nature and, therefore, is not binding upon the NGC Committee or the Board of Directors. However, the NGC Committee will, as it 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

10    SLM CORPORATION —2020 Proxy Statement

PROPOSAL 3—RATIFICATIONOFTHE APPOINTMENTOFTHE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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, 2018.2020. 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 of the shares of Common Stock present, represented and entitled to vote at the Annual Meeting. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including brokernon-votes, 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 20182020 if, in its discretion, it determines such a change would be in the Company’s best interests.

Board of Directors Recommendation

2020 Proxy StatementTHE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS SALLIE MAE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018. —SLM CORPORATION    11

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Mae Bank, our wholly-owned subsidiary (the “Bank”) Board of Directors) and Chief Executive Officer.will serve in this role until June 18, 2020, at which time Mr. Quinlan will no longer serve on the Board of Directors, and the Board of Directors will appoint one of the Company’s independent directors then in service to serve as the independent Chair of the Board of Directors of the Company, as well as the Chair of the Bank Board of Directors. The Board of Directors believes Mr. Quinlanthat, after June 18, 2020, an independent director is best situated to serve as Chair of our Board of Directors and of the Bank Board of Directors to serve as an effective counterbalance to management and our CEO, who also serves on the Board of Directors. The Board of Directors believes that the Company is currently best served by separating the role of Chair and CEO, but the Board of Directors, consistent with the Company’s governance guidelines and subject to the Company’sby-laws, reserves the right to revisit this structure and combine the two roles, depending on the future needs and strategy of the Company at a given point in time. Our Chairman currently serves, and the independent Chair after June 18, 2020 will serve, as the principal representative of the Board of Directors, based upon his significant consumer banking experience. In addition, the Board of Directors believes Mr. Quinlan’s combined roles as Chairmanpresiding over meetings of the Board of Directors and Chief Executive Officer position himshareholders. In addition to identify effectively Sallie Mae’s strategic prioritiesour separate Chair and lead discussions on the execution of Company strategy. Mr. Quinlan’s industry-specific

CORPORATE GOVERNANCE

Board Skills and Experience

Board, Committee, and Annual Meeting Attendance

Our Board of Directors met nine times in 2017.2019. Each of the then-serving 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 a majoritytwelve of thirteen of the then-serving members of the Board of Directors attended the Annual Meeting in June 2017.2019. The only director not in attendance at the Annual Meeting in June 2019 was Jed Pitcher, who did not seekre-election to the Board of Directors at the June 2019 Annual Meeting.

Roles of the Board and Its Committees

The Board of Directors has established the following standing committees to assist in its oversight responsibilities: Audit; NGC; Risk; Strategic Planning; and Preferred Stock. Separately, the Sallie Mae Bank Board of Directors has also established a Compliance Committee. Each committee is governed by a Board-approved written charter, which is evaluated annually and which sets forth the respective committee’s functions, responsibilities, and delegated authority. Membership of each of the committees is established on an annual basis.

All of our committee charters, including the charter for our NGC Committee, are available atwww.salliemae.com under “For Investors, Corporate governance.” Stockholders may obtain a written copy of aany and all committee chartercharters by contacting the Corporate Secretary atcorporatesecretary@salliemae.com orSLM Corporation, 300 Continental Drive, Newark, Delaware 19713.19713.

CORPORATE GOVERNANCE

The following table sets forth the membership and number of meetings held for each committee of the Board of Directors during 2017.as of December 31, 2019. Mr. Witter has not served on any committees since his appointment to the Board of Directors on April 20, 2020.

2020 Proxy Statement —SLM CORPORATION    15

CORPORATE GOVERNANCE

Risk Oversight

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

CORPORATE GOVERNANCE

Nominations Process

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

To recommend a candidate, stockholders should send, in writing, the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to the Chair of the NGC Committee atcorporatesecretary@salliemae.com orc/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.19713. The stockholder should also include his or her contact information and a statement of his or her share ownership. The nomination deadline for the 20182020 Annual Meeting has now closed. A stockholder wishing to nominate a candidate must comply with the notice and other requirements described under “Stockholder Proposals for the 20192021 Annual Meeting” in this proxy statement.

CORPORATE GOVERNANCE

Sustainability Accounting Standards Board, and the United Nations Sustainable Development Goals (“SDGs”) are considered a roadmap for corporations to serve the long-term goals of society. These SDGs include SDG4-Quality Education (“SDG 4”), which aims to ensure inclusive and quality education for all. We support the general goals of SDG 4 and agree that education is one of the most powerful and proven vehicles for sustainable development. We support the goal of universal access to quality higher education, whether it be for a degree program, continuing education, or certificate training.

At its core, education creates opportunities for individuals to realize their dreams, succeed, and lead more fulfilling and purposeful lives. Those who attend and graduate from college move forward with a wide range of personal, financial, and other lifelong benefits, including an ability to positively affect the outcomes of our most significant societal challenges.

ESG at a Glance

We describe some of our key ESG practices in this section, but more details regarding ESG can be found in our inaugural Corporate Social Responsibility Report (“CSR Report”) that was published in March 2020 and available on our website athttp://www.salliemae.com/csr. The CSR Report is not incorporated by reference herein, and is not a part of this proxy statement or the 2019 Form10-K.

Our Customers

As the premier financial brand for college and continuous education, we are in the business of building prosperous futures by providing access, planning outcomes, and helping students and families responsibly fund their future. Along with a company-wide commitment to honesty, dependability, and integrity, we are committed to:

These commitments form the foundation of our mutual success. In addition, we are committed to helping our next generation make informed decisions about their education. After all, education in all forms is the foundation for success, an equalizer of opportunities, and a proven pathway to economic mobility.

Human Capital Management and Talent Development

We value our highly-skilled employees at all levels who help us drive sustainable, long-term growth, and profitability. We express our appreciation through:

Community

At Sallie Mae, we are passionate about getting involved and giving back in the communities where we live and work. We strive to help create brighter futures by working directly withnot-for-profit organizations such as Big Brothers Big Sisters, Special Olympics, and Folds of Honor. Sallie Mae employees regularly volunteer in their communities, collecting and donating gifts to local families, educating grade school students on financial literacy and consumer finance, and packing meals for families in need.

18    SLM CORPORATION —2020 Proxy Statement

CORPORATE GOVERNANCE

Environmental Stewardship and Attention to Climate Change

We continue to make improvements at our facilities as we are committed to improving the environmental sustainability of our business by using resources and materials thoughtfully, all of which have a positive environmental impact on the communities in which we operate. More broadly, our country’s environmental challenges are better and more meaningfully understood and addressed by an educated population. Sallie Mae is proud of the role we play in building a more educated and sustainable tomorrow.

Political Expenditures

Our current policy on political activities is publicly available on our website atwww.salliemae.com under “For Investors” and sets forth the principles regarding our stance on political activities. We comply with federal, state, and local lobbying registration and disclosure requirements, and we do not engage in grassroots lobbying. We work closely with the NGC Committee to review and reconsider our existing policies, procedures, and decision-making approaches to government relations and political activities.

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

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

At this time, we do not believe the preparation and dissemination of any additional reports on these matters would provide any meaningful information to our stockholders. We will continue to consider the value to stockholders of additional reporting of our political activities as our activities evolve, and review this matter periodically with the NGC Committee.

REPORTOFTHE AUDIT COMMITTEEOFTHE BOARDOF DIRECTORS

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee hereby reports as follows:

Audit Committee

Jed H. Pitcher, Marianne M. Keler, Chair

Paul G. Child

Marianne M. KelerMary Carter Warren Franke

Mark L. Lavelle

Jim Matheson

Vivian C. Schneck-Last

Robert S. Strong

20    SLM CORPORATION —2020 Proxy Statement

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

2020 Proxy Statement —SLM CORPORATION    21

OWNERSHIPOF COMMON STOCKBY 5 PERCENTOR MORE HOLDERS

OWNERSHIP OF COMMON STOCK BY 5 PERCENT OR MORE HOLDERS

The following table provides information about each stockholder known to Sallie Mae to beneficially own five percent or more of the outstanding shares of our Common Stock, based solely on the information filed by each such stockholder in 20182020 for the year ended December 31, 2017,2019 on Schedule 13G, as amended,13G/A or on Schedule13F-HR, as applicable, under the Exchange Act.    As of February 28, 2018, the Company had 435,044,428 outstanding shares of Common Stock.

OWNERSHIPOF COMMON STOCKBY DIRECTORSAND EXECUTIVE OFFICERS

OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information concerning the beneficial ownership of Sallie Mae’s Common Stock by: (i) our current directors and nominees; (ii) the Named Executive Officers listed in the Summary Compensation Table⁽¹⁾;Table; and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options). Information is provided as of March 31, 2018,February 28, 2020, unless noted otherwise⁽²⁾.otherwise. As of February 28, 2020, the Company had 419,962,492 outstanding shares of Common Stock. The beneficial owners listed have sole voting and investment power with respect to shares beneficially owned, except as to the interests of spouses or as otherwise indicated.

EXECUTIVE OFFICERS

EXECUTIVE OFFICERS

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

24    SLM CORPORATION —2020 Proxy Statement

COMPENSATION DISCUSSIONAND ANALYSIS

EXECUTIVE COMPENSATION

NOMINATIONS, GOVERNANCE AND COMPENSATION COMMITTEE REPORT

The year ended December 31, 2017 marked another strong year of earnings and quality asset growth for Sallie Mae. We have worked carefully and deliberately with our management and independent compensation consultant to appropriately recognize the 2017 performance of our management and employees in light of our results. In establishing the compensation described in the following Compensation Discussion and Analysis (“CD&A”), the Committee considered, among other factors, the levels of achievement of the Company’s 2017 Management Objectives as set forth in our 2017 Form10-K and reflected in our 2017 Management Incentive Plan targets. Highlights included:

The Committee also considered the effects of the adoption of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) on our 2017 financial results. The Tax Act lowered federal corporate tax rates from 35 percent to 21 percent, beginning in 2018. The timing of the adoption of the Tax Act required the Company to reflect in its 2017 financial statements the future effects of the lower tax rate in its deferred tax assets, liabilities, and indemnification receivables. While the passage of the Tax Act is in the long-term best interests of our shareholders, the content, passage, and timing of the adoption of the Tax Act were unknown at the time the 2017 Management Incentive Plan targets were established. Consequently, the Committee took these factors into account when exercising its discretion in determining final 2017 MIP scores.

The components of our compensation program are in place to promote prudent management decision-making and to profitably drive the evolution of our consumer banking business, all while ensuring we motivate, reward, and retain employees. In conclusion, we have reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, we have recommended to the Board of Directors its inclusion herein and its incorporation by reference in the Company’s Annual Report on Form10-K for the year ending December 31, 2017.

Nominations, Governance and Compensation Committee

William N. Shiebler, Chair

Carter Warren Franke

Earl A. Goode

Jim Matheson

Jed H. Pitcher

Kirsten O. Wolberg