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

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SLM Corporation

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LETTER FROM THE CHAIRMAN

OF THE BOARD OF DIRECTORSCHIEF EXECUTIVE OFFICER

May 5, 2020April 28, 2022

Dear Fellow Stockholders:

AsWhile 2021 was another different and challenging year, the premier brandreasons for college and continuous education,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 builds prosperous futures by providing access, planning outcomes,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 helpingmeaningful 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 responsibly fundand strategically evolve our business. Our acquisition of Nitro College significantly enhances our reach to current and prospective college students and their future. Educationparents. 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 the foundation for successalso a critical factor in advancing diversity and the proven pathway toequity and promoting 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 whoThese factors continue to servebe a focus at Sallie Mae, as we address them both internally and externally through our customers, develop new solutions to ensureChief Diversity Officer and programs like our Bridging 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 ofDream Scholarship Program in partnership with the year: Connect, Thrive, Do Right, Dare to Do, and Make a Difference. Sallie Mae’s efforts to live these values areThurgood Marshall College Fund. This work is highlighted in our inaugurallatest Corporate Social Responsibility report that was published in March 2020April 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 our website.

Finally, I am pleasedmarket share and operating leverage, (ii) expertly allocate and return capital to introduce Jonathan W. Witter, our new Chief Executive Officer. Jon is an industry veteran bringing nearly three decades of executive leadership, banking expertise,stockholders, 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(iii) manage risk. We continue to perform and deliver onalign the interest of our team members with this long-term growth plans.valuation orientation.

Please join us forI look forward to you joining me at the SLM Corporation (“Sallie Mae”) 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday,Tuesday, June 18, 2020,21, 2022, at 11:00 a.m.1 p.m. Eastern Daylight Time to be held virtually via the Internet atwww.virtualshareholdermeeting.com/SLM2020.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 ofand confidence in Sallie Mae.

Sincerely,All best,

Raymond J. Quinlan

Jonathan W. Witter

Chairman of the Board of DirectorsChief Executive Officer

NOTICE OF 20202022 ANNUAL MEETING

OF STOCKHOLDERS

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/SLM2020SLM2022

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

Richard M. Nelson

Corporate Secretary

May 5, 2020April 28, 2022

TABLEOF CONTENTS

TABLE OF CONTENTS

2022 Proxy Statement — SLM CORPORATION

TABLEOF CONTENTS

SLM CORPORATION — 20202022 Proxy Statement —SLM CORPORATION

300 Continental Drive

Newark, Delaware 19713

The Board of Directors of SLM Corporation (“Sallie Mae,” the “Company,” “we,” “our”“our,” or “us”) is furnishing this proxy statement to solicit proxies for use at Sallie Mae’s 20202022 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, 2020.2022. In light of the persisting coronavirus(COVID-19)(“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/SLM2020SLM2022. 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 fiscal year ended December 31, 20192021 (the “2019 “2021 Form 10-K”) are available at: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 20192021 Form10-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

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 1211 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, 2020.2022. 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.

2020 Proxy Statement

—2    SLM CORPORATION 1— 2022 Proxy Statement

PROPOSAL 1—ELECTIONOF DIRECTORS

PROPOSAL 1—ELECTION OF DIRECTORS

The Sallie MaeOur Board of Directors has nominated and recommends 1211 individuals for election to our Board of Directors at the Annual Meeting. These individuals are as follows:

Under our Certificate of Incorporation, the size of our Board of Directors may not be fewer than 11 nor more than 16 members. Under ourBy-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 12.11, 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.

OurBy-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 brokernon-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 and Compensation Committee (the “NGC 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 NGCNominations 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 Statement2 — SLM CORPORATION    —32020 Proxy Statement

PROPOSAL 1—ELECTIONOF DIRECTORS

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

2020 Proxy Statement —SLM CORPORATION    3

PROPOSAL 1—ELECTIONOF DIRECTORS

20202022 Proxy Statement —SLM CORPORATION    5

PROPOSAL 1—ELECTIONOF DIRECTORS

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PROPOSAL 1—ELECTIONOF DIRECTORS

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PROPOSAL 1—ELECTIONOF DIRECTORS

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PROPOSAL 1—ELECTIONOF DIRECTORS

Board of Directors Recommendation

20202022 Proxy Statement —SLM CORPORATION    9

PROPOSALROPOSAL 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 (“NEOs”).

At our annual meeting of stockholders held in June 2019,2021, we submitted anon-binding vote to our stockholders to approve our executive compensation. Approximately 96.089.3 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, in 2021 we continuecontinued to focus on performance-based compensation for our NEOs as we (i) tietied a significant portion of total NEO compensation to the achievement of performance goals that we believe drive the fundamentals of our business and (ii) awardawarded a greatersignificant 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”). In 2019, as part and premium priced stock options. The NEOs’ 2021 LTIP consisted 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(i) 25 percent toPSUs; (ii) 50 percent.percent premium priced stock options; and (iii) 25 percent restricted stock units (“RSUs”).

The compensation awarded to our former Chief Executive Officer (“CEO”), Raymond J. Quinlan,Jonathan W. Witter, and other NEOs for 2019 recognizes2021 reflects the positive performance of the Company.Company, notwithstanding a global pandemic. The NGCCompensation 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 20192021 pay decisions made by the NGCCompensation 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 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 at the Annual Meeting.thereon. 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 NGCCompensation Committee or the Board of Directors. However, the NGCCompensation Committee will, as itthe 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

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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, 2020.2022. 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 shares of Common Stock present or represented, and entitled to vote at the Annual Meeting.thereon. 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 20202022 if, in its discretion, it determines such a change would be in the Company’s best interests.

Board of Directors Recommendation

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Roles and Responsibilities of the Board of Directors

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

The primary responsibilities of the Board of Directors are to:

Board Governance Guidelines

The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed each year by the NGCNominations and Governance Committee, which from time to time will recommend changes to the Board of Directors. The Guidelines are published atwww.salliemae.com under “For Investors,” and a written copy may be obtained by contacting the Corporate Secretary atcorporatesecretary@salliemae.com orSLM Corporation, 300 Continental Drive, Newark, DE 19713.19713. The Guidelines, along with Sallie Mae’sBy-Laws, embody the following governance practices, among others:

Board Leadership Structure

On April 19, 2020, in connection with2022, subject to recommendation from the appointment of Mr. Witter as the Company’s CEO, the Board of Directors adopted a structure separating the ChairmanNominations and Governance Committee and approval of the Board of Directors from the CEO, which was initially reported in our Form8-K filed on March 5, 2020. Currently, Mr. Quinlan, the Company’s former CEO, serves as the Chairman of the Board of Directors (as well as the Chairman of the SallieDirectors.

CORPORATE GOVERNANCE

Board Leadership Structure

Ms. Franke, an independent director of the Company and Sallie Mae Bank, our wholly-owned subsidiary (the “Bank”) Board of Directors) and 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, serves as the independent Chair offirst woman to chair the Board of Directors of the Company as well as the ChairBoard of Directors of the BankBank. Mr. Witter serves as a member of the Board of Directors.Directors and CEO. The Board of Directors believes that 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 serveChair 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 that the Company is currently best served by separating the roleroles of Board Chair and CEO, butCEO. However, subject to Sallie Mae’s By-Laws, 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 aany given point in time. Our Chairman currentlyindependent Board Chair serves and the independent Chair after June 18, 2020 will serve, as the principal representative of the Board of Directors, presiding over meetings of the Board of Directors and shareholders. In addition to our separate Chair and CEO structure, the Board of Directors’ governance guidelines provide for a Lead Independent Director to facilitate coordination of the activities of the Company’s independent directors. This position is currently held by Paul Child, an independent director who serves as our Lead Independent Director as well as a member on three of our committees of the Board of Directors: the Audit, Risk, and Strategic Planning Committees. As Lead Independent Director, Mr. Child also attends all meetings held by our Board of Directors’ other committees. Our Lead Independent Director has historically provided strong independent leadership for the Board of Directors.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 alleach of the individuals who served as a director during 2019, other than Mr. Quinlan, our former CEO,2021 and all nominees standing for election at the Annual Meeting, other than Mr. Witter, our current CEO, are independent of Sallie Mae.

Each member of the Board of Directors’ Audit, Nominations and NGCGovernance, and Compensation Committees is independent within the meaning of the NASDAQ listing standards, Exchange Act Rule10A-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, 2019,2021, our Board of Directors consisted of the following:

20202022 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 ofDecember 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)

Board Skills and Experience

Board, Committee, and Annual Meeting Attendance

Our Board of Directors met nine13 times in 2019.2021. Each of the then-servingincumbent 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 twelve12 out of thirteen13 of the then-serving members of the Board of Directors attended the Annual Meeting in June 2019. The only director not in attendance at2021. Mr. Goode retired on June 8, 2021, the date of the 2021 Annual Meeting in June 2019 was Jed Pitcher, whoMeeting. Accordingly, he did not seekstand for re-election toand did not attend the Board of Directors at the June 20192021 Annual Meeting.

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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; NGC;Compensation; Nominations and Governance; Financial Risk; Strategic Planning;Operational and Compliance Risk; and Preferred Stock. Separately,On June 8, 2021, the Bank Board of Directors has also established aseparated 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.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 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 committeeCommittee charters including the charter for our NGC Committee, are available atwww.salliemae.com under “For Investors, Corporate governance.Governance.” Stockholders may obtain a written copy of any and all committee charters by contacting the Corporate Secretary atcorporatesecretary@salliemae.com orSLM Corporation, 300 Continental Drive, Newark, Delaware 19713.

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CORPORATE GOVERNANCE

Risk Oversight

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

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CORPORATE GOVERNANCE

Nominations Process

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

To recommend a candidate, stockholders should send, in writing, the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to the Chair of the NGCNominations and Governance Committee atcorporatesecretary@salliemae.com orc/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 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 20202022 Annual Meeting has now closed. A stockholder wishing to nominate a candidate for the 2023 Annual Meeting must comply with the notice and other requirements described under “Stockholder Proposals for the 20212023 Annual Meeting” in this proxy statement.

Related Party Transactions

Sallie Mae has a written policy regarding review and approval of related party transactions. Transactions covered by the policy are transactions involving Sallie Mae in excess of $120,000 in any year in which any director, nominee, executive officer, or greater-than-five percent beneficial owner of the Company, or any of their respective immediate family members, has or had a direct or indirect material interest, other than solely as a director and/orless-than-ten percent owner of an entity involved in the transaction (“Related Party Transactions”). Loans made in the ordinary course of Sallie Mae’s business to executive officers, directors, and their family members are considered Related Party Transactions and arepre-approved. Moreover, the Bank has also adopted written policies to implement the requirements of Regulation O of the Board of Governors of the Federal Reserve System, which restricts the extension of credit to directors and executive officers and their family members and other related interests. Under these policies, extensions of credit that exceed regulatory thresholds must be, and are, approved by the Boardboard of Directorsdirectors of the Bank. In 2019, theThe Company issued a credit card to Mr. Thome with a totalDaniel P. Kennedy, Executive Vice President and Chief Operational Officer of $10,000the Company and President of credit extended to him. Suchthe Bank. The credit card was issued in the ordinary course of business; is on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and does not involve more than the normal risk of collectability or present other features unfavorable to the Company. Since January 1, 2019,2021, we have not had any other transactions with related persons required to be disclosed under Item 404(a) of RegulationS-K, and no such transactions are currently proposed.

Under the Related Party Transactions policy, the General CounselChief Legal, Government Affairs and Communications Officer will notify the Chair of the NGCNominations and Governance Committee of any proposed Related Party Transaction, and the Chair of the NGCNominations and Governance Committee will determine if approval under the policy is required. If required, the NGCNominations and Governance Committee will then review the proposed Related Party Transaction and make a recommendation to the Board of Directors regarding whether to approve the transaction. In considering a transaction, the NGCNominations and Governance Committee takes into account whether a transaction would be on terms no less favorable than to an unaffiliated third-partythird party under the same or similar circumstances, among other factors.

Environmental, Social and Governance Practices

In conducting our business, we continually pursue practices that we believe will drive sustainable, long-term growth and profitability. Such “environmental, social, and governance” or “ESG” practices may mean different things to different investors and stakeholders and to the organizations that evaluate and rate ESG practices. For us,Our ESG practices mean we embrace the core principles of corporate responsibility and social purpose through everything we do for our customers, employees, communities, and environment. Our actions are shaped by our mission and purpose—helping families achieve the dream of a higher education. As an application of ESG practices, the Global Reporting Initiative Standards, themission—to power confidence as students begin

20202022 Proxy Statement —SLM CORPORATION    17

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 ofunique journeys. In April 2022, we released 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 inauguralthird Corporate Social Responsibility Report (“CSR Report”) that was published in March 2020 and available onreport, discussing our commitment to ESG practices. For a full discussion, please read our Corporate Social Responsibility report at http://www.salliemae.com. Neither the report nor our website athttp://www.salliemae.com/csr. The CSR Report is not incorporated by reference herein, and is not a part ofin this proxy statement or the 2019 Form10-K.statement.

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 ManagementEmpowerment and Talent Development

We valuebelieve in a just and inclusive, values-based, mission-led culture that inspires commitment and drives performance. Our human capital strategy is focused on the attraction, development, empowerment, recognition, and rewarding of team members as they bring our highly-skilled employees at all levels who helpmission to life.

We create a diverse culture of inclusion and an environment that encourages and reinforces mutual trust, makes it safe to express thoughts, ideas and concerns, and connects and embraces diverse backgrounds and perspectives to power and fuel our mission. We believe that a diverse and inclusive workforce can lead to a more effective company.

We are focused on providing a total compensation package that enables us drive sustainable, long-term growth,to attract, motivate, and profitability. We expressretain our appreciation through:

As of December 31, 2021, we had approximately 1,450 team members, all located in the United States. We believe an engaged workforce leads to a more innovative, productive, and profitable company. For this reason, we measure employee engagement through culture surveys. These culture surveys provide insights we use to create an environment in which team members thrive and bring their full selves to work.

CommunityCorporate Governance

At Sallie Mae, we are passionate about getting involvedMae’s Board of Directors, executive leaders, team members, 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.

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CORPORATE GOVERNANCE

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.

The Sallie Mae Political Action Committee (“PAC”)

In June 2015, we formed the Sallie Mae PAC. All of the assets and activities of its predecessor prior to theSpin-Off (the“Spin-Off”) of Navient Corporation (“Navient”) in April 2014 were assumed and taken over by Navient in connection with theSpin-Off.

Our PAC is governed by an Advisory Board comprised of six employees, who represent different divisions within the Sallie Mae organization. The PAC’s Advisory Board reviews and approves all PAC and corporate political contributions. The PAC’s Advisory Board evaluates candidates, of any party, on the basis offactors that include their views on issuespolicy matters that impact usSallie Mae and our employees, their committee or ourleadership role, and representation of Sallie Mae facilities and employees. It also takes note of whether our facilities or employees reside in a candidate’s district or state.

Our PAC contributions are published on the FEC website.

Stockholder Communications with the Board

Stockholders and other interested parties may submit communications to the Board of Directors, thenon-management directors as a group, the Lead Independent Director,Board Chair, or any other individual member of the Board of Directors by contacting the Lead Independent DirectorCorporate Secretary in writing atcorporatesecretary@salliemae.com orc/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.

Code of Business Conduct

We have a Code of Business Conduct that applies to Board of Directors members and all employees. The Code of Business Conduct is available on our website (www.salliemae.com under “For Investors”) and a written copy is available from the Corporate Secretary. We intend to post amendments to or waivers of the Code of Business Conduct, if any (to the extent applicable to the Company’s chief executive officer, principal financial officer, principal accounting officer, or any director), at this location on our website.

20202022 Proxy Statement —SLM CORPORATION    19

REPORTOFTHE AUDIT COMMITTEEOFTHE BOARDOF DIRECTORS

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee hereby reports as follows:

Audit Committee

Marianne M. Keler,Paul G. Child, Chair

Paul G. Child

Mary Carter Warren Franke

Mark L. LavelleMarianne M. Keler

Ted Manvitz

Jim Matheson

Vivian C. Schneck-Last

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Independent Registered Public Accounting Firm Fees for 20192021 and 20182020

Aggregate fees billed for services performed for Sallie Mae by its independent accountant, KPMG, for fiscal years ended December 31, 20192021 and 2018,2020, are set forth below.

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 (i) in 20202022 for the year ended December 31, 20192021 on Schedule 13G or 13G/A, or on Schedule13F-HR, as applicable, under the Exchange Act or (ii) on Schedule 13D as most recently filed, as applicable, under the Exchange Act.

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; 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 February 28, 2020,2022, unless noted otherwise. As of February 28, 2020,2022, the Company had 419,962,492277,783,422 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.

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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. Witter is included in Proposal 1—Election of Directors.

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COMPENSATION DISCUSSIONAND ANALYSIS

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS