Securities
| ☐ | Preliminary Proxy Statement |
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| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
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300 Continental Drive
April 27, 2023
 | Dear Fellow Stockholders: We executed on our strategic imperatives and grew our core business in 2022 –increasing originations, expanding net interest margin, returning a significant amount of capital to shareholders, and rigorously managing expenses |
LETTER FROM THE CHAIRMANin an uncertain macroeconomic environment. While credit performance remains a focus, the overall strength of our franchise and investments in our processes, programs, and people position us to deliver continued shareholder value and long-term success.
OF THE BOARD OF DIRECTORS
May 5, 2020
Dear Fellow Stockholders:
As the premier brand for college and continuous education,We’re charting an ambitious course at Sallie Mae builds prosperous futures by providing access, planning outcomes,as the market leader for private student lending, but our mission and purpose is much greater. We’re an education solutions company, helping students and families responsibly fund their future. Educationnavigate to, through, and immediately after college.
I’m pleased we’ve already hit the ground running in 2023, and we are seeing positive outcomes and momentum on multiple fronts. We expect the private student lending market to return to a more normalized growth rate, our originations engine is the foundationstrong, and prepayment speeds continue to slow, which bodes well for successbalance sheet growth or continued loan sales. The acquisition of Nitro College, a digital marketing and the proven pathwayeducation solutions company, has further jumpstarted our efforts to economic mobility. We are proud to serve the 456,000reach more students and families who selected us last year as they invested in their future through education.and expand our Education Services lines of business.
This year, like many other organizations, we have needed to change the way we work, socialize,We’re also deepening our relationships with Historically Black Colleges 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 whoUniversities (HBCUs) and continue to serveoffer our own scholarship programs to help students from all backgrounds access and complete higher education. Our Bridging the Dream Scholarship Program, in partnership with Thurgood Marshall College Fund, is part of the three-year, $3 million commitment to open the doors of higher education to students from underserved communities. To date, 600 scholarships totaling $2 million have been awarded.
This work, along with our commitment to the environment and strong risk controls and governance, is highlighted in our Environmental, Social, and Governance Report published in April 2023 and available at www.salliemae.com/esg.
We understand we cannot deliver for our customers develop new solutionswithout also delivering for our stockholders. Our investment thesis remains simple: we seek to ensure the health(i) provide attractive growth through a focus on market share and safety of our employees, keep our facilities safe,operating leverage, (ii) expertly allocate and keep our business running smoothly throughout this global pandemic.
return capital to stockholders, and (iii) manage risk. We continue to take tangible actionsalign the interest of our team members with this long-term valuation orientation.
I look forward 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 ofyou joining me at 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”) 20202023 Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday,Tuesday, June 18, 2020,20, 2023, at 11:00 a.m.1 p.m. Eastern Daylight Time to be held virtually via the Internet atwww.virtualshareholdermeeting.com/SLM2020.SLM2023.
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
ChairmanJonathan W. Witter
Chief Executive Officer
2023 PROXY STATEMENT
Notice of the Board2023
Annual Meeting of Directors
NOTICE OF 2020 ANNUAL MEETING
OF STOCKHOLDERSItems of Business:
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Items of Business:
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Approve, on an advisory basis, Sallie Mae’s executive compensation; | ||
| PROPOSAL 3— Approve, on an advisory basis, the frequency of future advisory votes on Sallie Mae’s executive compensation; | |
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Ratify the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the year ending December 31, | |
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Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
2023 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. 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/SLM2023. 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.
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 21, 2020,2023, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 21, 2020, 375,096,4582023, 242,378,966 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:
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By order of the Board of Directors
Richard M. Nelson
Corporate Secretary
May 5, 2020
TABLEOF CONTENTSApril 27, 2023
2023 PROXY STATEMENT
Table of Contents
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Advisory vote on the Frequency of Future Advisory Votes on Executive Compensation; | 13 | |||
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Independent Registered Public Accounting Firm Fees for 2022 and 2021 | ||||
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Ownership of Common Stock by Directors and Executive Officers | ||||
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TABLE OF CONTENTS
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Determination of Annual Total Compensation of our “Median Employee” and our CEO | 67 | |||
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2020 Proxy Statement —SLM CORPORATION
300 Continental Drive Newark, Delaware 19713 |
300 Continental Drive
Newark, Delaware 19713
The Board of Directors of SLM Corporation (“Sallie Mae,” “SLM,” the “Company,” “we,” “our”“our,” or “us”) is furnishing this proxy statement to solicit proxies for use at Sallie Mae’s 20202023 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. 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, we4, 2023. 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/SLM2020SLM2023. 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, 20192022 (the “2019 “2022 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 20192022 Form10-K without charge to any stockholder upon written request.
OVERVIEW OF PROPOSALSProxy Statement Summary
This summary highlights certain information contained in the proxy statement. You should read the entire proxy statement and the 2022 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. We also strive to maintain a rigorous and predictable capital allocation and return program to create shareholder value. We are focused on driving a mission-led culture that continues to make Sallie Mae a great place to work. We also continue to strengthen our risk and compliance function, enhance and build upon our risk management framework, and assess and monitor enterprise-wide risk.
We work to maximize the revenue of our core private student loan business by (i) driving penetration at all schools, (ii) increasing market share by fully meeting student funding needs, (iii) using enhanced risk-adjusted pricing and underwriting, and (iv) improving our marketing, digital, and data capabilities. In addition, we work to manage our unit costs by (a) employing a strong fixed cost discipline, (b) driving towards reducing both the unit costs of servicing and the unit cost of acquisitions, and (c) improving third-party vendor cost management.
On March 4, 2022, we completed the acquisition of the assets of Nitro College, which provides resources that help students and families evaluate how to responsibly pay for college and manage their financial responsibilities after graduation. The addition of Nitro College brought innovative products, tools, and resources to help students and families confidently navigate their higher education journey.
The acquisition of Nitro College enhances future strategic growth opportunities for Sallie Mae and expands our digital marketing capabilities, reduces the cost to acquire customer accounts, and accelerates our progress to become a broader education solutions provider helping students to, through, and immediately after college.
2023 PROXY STATEMENT 1
PROXY STATEMENT SUMMARY
We strive to optimize the value of our brand and attractive client base by (i) building products and services that leverage our customer affiliation, (ii) ensuring products and services are consistent with our core mission and drive customer value, (iii) prioritizing partnerships and other capital efficient avenues of growth, and (iv) looking for opportunities to optimize the return on our investment.
In 2022, we worked to maintain a rigorous capital allocation and return program by (i) paying quarterly Common Stock dividends of $0.11 per share, (ii) selling approximately $3 billion of private education loans during the year, and (iii) repurchasing 40 million shares of our Common Stock under Rule 10b5-1 trading plans authorized under our share repurchase programs.
Corporate Governance Highlights
We believe that strong corporate governance is critical for our success. To this end, we have established robust governance structures including (i) separating the roles of Board Chair and CEO, (ii) focusing on director independence as our Board of Directors is comprised of 92% independent directors, and (iii) continuing our commitment to diversity among our Board of Directors, with 50% of our directors self-identifying as diverse, as disclosed further below in the NASDAQ Board Diversity Matrix. In addition, we are focused on Environmental, Social, and Governance practices, as disclosed further below in the “Environmental, Social, and Governance Practices” section in this proxy statement.
Executive Compensation
Our executive compensation philosophy has generally aligned the compensation received by our namedexecutive officers with the Company’s performance. Our performance-based compensation programs focus our senior executives on goals that drive our financial performance while balancing risk and reward. Although the Company’s total shareholder return (as described below) has been positive over the last three years, payouts under our 2022 annual incentive plan were lower as compared to the prior year’s payouts because the Company’s performance in 2022 was not as strong as in 2021. While we achieved many significant Company successes in 2022, we did not deliver on certain key Company performance metrics during the year, such as charge-offs and earnings per share. For more information on our executive compensation including our practices and philosophy, please see our Compensation Discussion & Analysis on page 30.
2023 Annual Meeting of Stockholders
2 SLM CORPORATION
Overview of Proposals
This proxy statement contains threefour 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 approval, on an advisory basis, of the frequency of future advisory votes on Sallie Mae’s executive compensation. Proposal 4 seeks ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2020.2023. 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
Election of Directors
Our Board of Directors has nominated and recommends 12 individuals for election to our Board of Directors at the Annual Meeting. These individuals are as follows:
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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.
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.
2 4 SLM CORPORATION —2020 Proxy Statement
PROPOSAL 1—ELECTIONPROPOSAL 1 | ELECTION OF DIRECTORS DIRECTORS
Nominees for Election to the Board of Directors
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
R. Scott Blackley (Independent) | ||
Chief Transformation Officer, Oscar Health, Inc. | Qualifications: Mr. Blackley brings decades of experience in financial services, risk management, strategy, and operations to the Board of Directors. | |
Age: 54 Director Since: November 2022 | Professional Highlights: • Chief Transformation Officer, Oscar Health, Inc.—2022 to Present; Chief Financial Officer—2021 to 2022 • Chief Financial Officer, Capital One Financial Corporation—2016 to 2021; Controller and Principal Accounting Officer—2011 to 2017 • Senior Vice President and Chief Financial Officer, Capital Markets business, Federal National Mortgage Association (Fannie Mae)—2007 to 2011; Senior Vice President, Accounting Policy—2005 to 2007 • Vice President, Assistant Controller, America Online, Inc.—2003 to 2005 • Partner, KPMG, LLP—2002 to 2003 • Professional Accounting Fellow, United States Securities and Exchange Commission— 2000 to 2002 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2022 to present • Director and Budget Chair, Trout Unlimited—2019 to present • Director, Hexamer Therapeutics—2019 to present |
Paul G. Child (Independent/Audit Committee Chair)
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Former Office Managing Partner, Salt Lake City, Deloitte LLP
| 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: 74 Director Since: April 2014 |
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 |
2023 PROXY STATEMENT 5
PROPOSAL 1 | ELECTION OF DIRECTORS
Mary Carter Warren Franke (Independent/Board Chair) | ||||||||||
Former Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co. Age: 66 Director Since: April 2014 | Qualifications: Ms. Franke’s leadership roles and experience in marketing and the
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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 • Director, Hobe Sound Community Chest—2017 to present • Director, Paul’s Place—2014 to 2017 |
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2020 Proxy Statement —SLM CORPORATION 3
PROPOSAL 1—ELECTIONOF DIRECTORS
Marianne M. Keler (Independent/Nominations and Governance Committee Chair) | ||||||||||
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PROPOSAL 1—ELECTIONOF DIRECTORS
April 2014
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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 • Board Chair,
• Board Chair, American University in • Finance Committee Chair, EL Haynes Charter • 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 2022; Board Chair—2018 to |
6 SLM CORPORATION
PROPOSAL 1 | ELECTION OF DIRECTORS
Mark L. Lavelle (Independent/Compensation Committee Chair) | ||||||||||
Chief Executive Officer, Maergo | Qualifications:
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Professional Highlights:
• Chief Executive Officer, Maergo (formerly known as X Delivery)—2021 to present • Chairman and Chief Executive Officer, Deep Lake Capital—2021 to present • Senior Vice President, Commerce Cloud, Adobe Inc.—2018 to 2019 • Chief Executive Officer, Magento Commerce—2015 to 2018 • Senior Vice President, Product, eBay • 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 | ||||||||
Ted Manvitz (Independent) | ||
Managing Director, Grain Management | Qualifications: Mr. | |
Age: 51
March 2021
| Professional Highlights: • Managing Director, Grain Management—2022 to present • Interim Chief Financial Officer, Optimus Ride—2021 • Senior Advisor IHS Holding Limited—2019 to 2021; Executive Vice President and Chief Strategy Officer—2018 to 2019; Chief Financial Officer—2016 to 2018; Chief Investment Officer—2013 to 2016; Chief Operating Officer—2011 to 2013; Executive Director, Corporate Finance and M&A—2010 to 2011 • Managing Director, Arm Capital Partners—2009 to 2010 • Executive Director, J.P. Morgan Securities, Inc.—2006 to 2009; Vice President—2004 to 2006; Associate Vice President—2002 to 2004 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2021 to present • Director, Alares—2022 to present • Senior Advisor, Africell—2021 to present • Adjunct Faculty, American University—2020 to present |
2020 Proxy Statement —SLM CORPORATION 52023 PROXY STATEMENT 7
PROPOSAL 1 | ELECTION OF DIRECTORS
PROPOSAL 1—ELECTIONOF DIRECTORS
Jim Matheson (Independent) | |||||||
Chief Executive Officer, NRECA
| 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: 63 Director Since: March 2015 |
Professional Highlights:
• Chief Executive Officer, National Rural Electric Cooperative Association—2016 to present • Principal in the Public Policy Practice, Squire Patton Boggs—2015 to 2016 • Member of the United States House of Representatives—2001 to 2015 • Founder of The Matheson Group—1999 to 2000 • Consultant, Energy Strategies, Inc.—1991 to 1998
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2015 to present • 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 |
Samuel T. Ramsey (Independent)
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Former Chief Risk Officer, Chase, the consumer and small business organization within JP Morgan Chase & Co. | Qualifications:
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November 2021
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Professional Highlights:
• • Chief Risk Officer, Ally Financial Inc.—2007 to 2010 • Chief Financial Officer, Global Corporate and Investment Banking, Bank of America—2006 to •
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank— • Director,
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PROPOSAL 1—ELECTIONPROPOSAL 1 | ELECTION OF DIRECTORS DIRECTORS
Vivian C. Schneck-Last (Independent/Operational and Compliance Risk Committee Chair) | ||||||||||
Former
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Professional Highlights:
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Other Professional and Leadership Experience:
• Director, Sallie Mae Bank— • • Advisor/Director, Coronet—2015 to present • Director, Bikur Cholim of
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Robert S. Strong (Independent/Financial Risk Committee Chair)
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Former Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities Age: 74 Director Since: April 2014 | Qualifications:
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2020 Proxy Statement —SLM CORPORATION 7
PROPOSAL 1—ELECTIONOF DIRECTORS
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Professional Highlights:
• Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities—2006 to
• 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 • 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 |
2023 PROXY STATEMENT 9
PROPOSAL 1 | ELECTION OF DIRECTORS
Jonathan W. Witter (Executive; Not Independent) | ||||||||||
Chief Executive Officer, Sallie Mae | Qualifications: Mr.
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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
• 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 |
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8 SLM CORPORATION —2020 Proxy Statement
PROPOSAL 1—ELECTIONOF DIRECTORS
Kirsten O. Wolberg (Independent/Preferred Stock Committee Chair) | ||||||||
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Age: 55
November 2016
| Professional Highlights: • Chief Technology and Operations Officer, DocuSign—2017 to 2021 • Vice President, PayPal Separation Executive, PayPal, Inc.—2014 to 2017 • Vice President, Technology, PayPal, Inc.—2012 to 2014 • Chief Information Officer, Salesforce.com—2008 to 2011 • Vice President, Corporate Technology, Charles Schwab & Co.—2001 to 2008 Other Professional and Leadership Experience: • Director, Sallie Mae Bank—2016 to present • Director, Atlas —2023 to present • Director, Epidemic Sound-2021 to present • Director, Pryon-2021 to present • Director, Pie Insurance-2021 to present • Director, Duco Technology Limited—2020 to 2021 • Director, Year Up—2008 to 2021 • Director, Jewish Vocational Services—2014 to present Directorships of other public companies: • Silicon Graphics International Corp.—2016 • CalAmp Corp—2020 to present • Dynatrace, Inc.—2021 to present |
10 SLM CORPORATION
PROPOSAL 1 | ELECTION OF DIRECTORS
Board of Directors Recommendation
the Election of the Twelve Nominees Named Above. |
2020 Proxy Statement —SLM CORPORATION 9
Proposal 2—ADVISORY VOTE ON
EXECUTIVE COMPENSATIONAdvisory 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 2019,2022, we submitted anon-binding vote to our stockholders to approve our executive compensation. Approximately 96.098.6 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 2022 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, 50 percent, of the NEO’s long-term incentive plan equity award (“LTIP”) equity awards in the form of performance-based awards consisting 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,Jonathan W. Witter, and other NEOs for 2019 recognizes2022 reflects the positive performanceexecution on our strategic priorities and core business in 2022, i.e., growing loan originations, expanding net interest margin, returning a significant amount of the Company.capital to stockholders, and rigorously managing expenses in an uncertain macroeconomic environment. 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 20192022 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 it has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions. Following our Annual Meeting, we expect to hold the next advisory say-on-pay vote at our 2024 annual meeting of our stockholders.
Board of Directors Recommendation
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
12 SLM CORPORATION —2020 Proxy Statement
Proposal 3—
PROPOSAL 3—RATIFICATIONOFTHE APPOINTMENTOFTHE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMSection 14A of the Exchange Act also requires the Company to hold, at least once every six years, shareholder advisory votes on the frequency of future advisory votes on executive compensation. This proposal allows the Company’s stockholders to express their views on whether future advisory votes on executive compensation of the nature reflected in Proposal 2 should occur every one, two, or three years. Stockholders may specify “1 year”, as recommended by the Board of Directors, or “2 years” or “3 years” on the proxy card or voting instruction form or may abstain from voting on this proposal.
Historically, the Board of Directors has recommended stockholders hold an advisory vote on executive compensation each year. An annual vote provides stockholders with an opportunity to provide input on compensation decisions and allows the Board of Directors to promptly reevaluate compensation policies and practices and reflect on stockholder feedback. This is also the preferred approach by many investors and institutional shareholder advisory service firms. For these reasons, the Board of Directors recommends that stockholders vote to hold an advisory vote on executive compensation every year.
The vote is advisory and not binding upon the Company and its Board of Directors. However, the Board of Directors values your opinion and will consider your vote when making future decisions on the frequency of the advisory vote. Notwithstanding the Board of Directors’ recommendation and the outcome of the stockholder vote, the Board of Directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs. Following our Annual Meeting, we expect to hold the next advisory vote on the frequency of future advisory votes on executive compensation at our 2029 annual meeting of our stockholders.
This proposal 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 will not be counted as votes cast “FOR” any of the frequency choices but will be counted as present or represented for determining whether any option receives a majority vote. If none of the options receive a majority vote, the option that receives the highest number of votes cast will be considered to be the frequency selected by stockholders. However, because this is only an advisory vote, the Board of Directors may decide that it is in the best interests of the stockholders and the Company to hold the say-on-pay vote more or less frequently than the option selected by the stockholders.
Board of Directors Recommendation
| The Board of Directors recommends a vote For the Option of “1 YEAR” as the Preferred Frequency for Advisory votes on Executive Compensation. |
PROPOSAL 3—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM2023 PROXY STATEMENT 13
Proposal 4—
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, 2020.2023. 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 20202023 if, in its discretion, it determines such a change would be in the Company’s best interests.
Board of Directors Recommendation
Mae’s Independent registered public accounting Firm for 2023. |
2020 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:
Reviewreview Sallie Mae’s long-term strategies and set long-term performance metrics;
Reviewreview risks affecting Sallie Mae and its processes for managing those risks, and oversee assignment of various aspects of risk management, compliance, and governance;
Select,select, evaluate, and compensate the CEO and our NEOs;
Planplan for succession of the CEO and members of the executive management team;
Reviewreview and approve Sallie Mae’s annual business plan and multi-year strategic plan, and periodically review performance against such plans;
Reviewreview and approve major transactions and business initiatives;
Throughthrough its Audit Committee, select and oversee Sallie Mae’s independent registered public accounting firm;
Recommendrecommend director candidates for election by stockholders; and
Evaluateevaluate its own effectiveness.
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,”www.salliemae.com/investors/corporate-governance/ 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:
A majority of the members of the Board of Directors must be independent directors, and all members of the (i) Audit, (ii) Nominations and NGCGovernance, and (iii) Compensation Committees must be independent.
All directors stand forre-election each year. Directors are elected under a majority vote standard in uncontested elections.
| • | All directors stand for re-election each year. Directors are elected under a majority vote standard in uncontested elections. |
We have historically combined the roles of Chairman of the Board of Directors and CEO; however, as set forth in greater detail in the Section titled “Board Leadership Structure,” as of April 19, 2020, we have separated the role of Chairman of the Board of DirectorsChair from CEO, and anticipate maintaining this separation going forward.CEO. We alsodo not have a Lead Independent Director elected bygiven the independence of our Board of Directors.Chair.
Each regularly scheduled Board of Directors meeting concludesmay 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 seek representation on the Board of Directors that reflects a diversity of geography, gender, race, ethnicity, nationality, age, sexual orientation, and gender identity.
We maintain stock ownership and retention guidelines for directors and executive officers.
The Board of Directors and its committees conduct performance reviews annually.undertake an annual review to evaluate their effectiveness.
TheDirectors should not serve on more than three other public company boards in addition to the Company’s Board of Directors and its committees may engage their own advisors.Directors.
| • | Non-employee directors are to retire no later than at the annual meeting of stockholders following such director’s 75th birthday. |
2023 PROXY STATEMENT 15
CORPORATE GOVERNANCE
Board Leadership Structure
On April 19, 2020, in connection with the appointment of Mr. Witter as the Company’s CEO, the Board of Directors adopted a structure separating the ChairmanMs. Franke, an independent director 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 theCompany and Sallie
12 SLM CORPORATION —2020 Proxy Statement
CORPORATE GOVERNANCE
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. Our independent Board Chair serves as the principal representative of the Board of Directors, presiding over meetings of the Board of Directors and stockholders. Mr. Witter, our CEO, serves as a member of the Board of Directors. 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, monitor and respond to key risks and strategic initiatives at 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, butwhile, 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 currently 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.
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,2022 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/investors/corporate-governance/.
Our Board of Directors believes diversity is important and seeks representation across a range of attributes, including gender, race, ethnicity, and professional experience, and regularly assesses diversity when identifying and evaluating director candidates. As of December 31, 2019,2022, our Board of Directors consisted of the following:
| * | ||
 |  Including our Board Chair |
2020 Proxy Statement —16 SLM CORPORATION 13
CORPORATE GOVERNANCE
CORPORATE GOVERNANCEPursuant to NASDAQ’s Board Diversity Rule, which was approved by the SEC on August 6, 2021, Board diversity disclosure is provided in the two tables below as ofDecember 31, 2021 and December 31, 2022, respectively. 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, 2022)
Total Number of Directors 12 | Female | Male | Non-Binary | Did Not Disclose Gender | ||||
Part I: Gender Identity |
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Directors | 4 | 8 |
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Part II: Demographic Background |
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Asian |
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Hispanic or Latinx |
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White | 3 | 7 |
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Two or More Races or Ethnicities |
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LGBTQ+ | 1 | |||||||
Did Not Disclose Demographic Background | 1 | |||||||
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 |
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Directors | 4 | 8 |
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Part II: Demographic Background |
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African American or Black |
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Alaskan Native or Native American |
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Asian |
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Hispanic or Latinx |
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Native Hawaiian or Pacific Islander |
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White | 3 | 7 |
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LGBTQ+ | 1 | |||||||
Did Not Disclose Demographic Background | 1 | |||||||
2023 PROXY STATEMENT 17
CORPORATE GOVERNANCE
Board Skills and Experience
Board, Committee, and Annual Meeting Attendance
Our Board of Directors met nine15 times in 2019.2022. 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 twelve11 out of thirteen12 of the then-serving members of the Board of Directors attended the Annual Meeting in June 2019. The only director not in attendance at2022. Mr. Frank C. Puleo retired on June 21, 2022, the date of the 2022 Annual Meeting in June 2019 was Jed Pitcher, whoMeeting. Accordingly, he did not seekstand for re-election to and did not attend the Board of Directors at the June 20192022 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;Compensation; Nominations and Governance; Financial Risk; Strategic Planning;Operational and Compliance Risk; and Preferred Stock. Separately, the 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 committeeCommittee charters including the charter for our NGC Committee, are available atwww.salliemae.com under “For Investors, Corporate governance.”www.salliemae.com/investors/corporate-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.
14 18 SLM CORPORATION —2020 Proxy Statement
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
The following table sets forth the membership and number of meetings held for each committee of the Board of Directors as of December 31, 2019. Mr. Witter has not served on any committees since his appointment to the Board of Directors on April 20, 2020.2022.
| Audit(1) | Nominations, Governance and Compensation | Risk(2) | Strategic Planning | Preferred Stock | |||||||||||||||||||||
Paul G. Child(1) (2) (l) (L) | * | * | * | ||||||||||||||||||||||
Mary Carter Warren Franke(2) (I) | * | * | * | ||||||||||||||||||||||
Earl A. Goode+(1) (I) | * | Co-Chair | |||||||||||||||||||||||
Marianne M. Keler(1) (I) | Chair | * | * | ||||||||||||||||||||||
Mark L. Lavelle(2) (I) | * | * | * | ||||||||||||||||||||||
Jim Matheson(I) | * | * | |||||||||||||||||||||||
Frank C. Puleo+(2) (I) | Chair | * | |||||||||||||||||||||||
Raymond J. Quinlan+(C) | Co-Chair | ||||||||||||||||||||||||
Vivian Schneck-Last(2) (I) | * | * | * | ||||||||||||||||||||||
William N. Shiebler+(1) (I) | Chair | * | * | ||||||||||||||||||||||
Robert S. Strong++(1) (2) (I) | * | Chair | |||||||||||||||||||||||
Kirsten O. Wolberg(I) | * | * | |||||||||||||||||||||||
Number of Meetings in 2019 | 10 | 12 | 9 | 2 | 1 | ||||||||||||||||||||
| Audit(1) | Nominations and Governance | Compensation | Operational and Compliance | Financial Risk(2) | Preferred Stock | |||||||
R. Scott Blackley(1) (2)(+) | * |
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Paul G. Child(1) (2) (+) | Chair |
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Mary Carter Warren Franke(2) (+) (C) |
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Marianne M. Keler(1) (+) | * | Chair |
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Mark L. Lavelle(2) (+) |
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Ted Manvitz(1) (+) | * |
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Jim Matheson(+) | * | * |
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Frank C. Puleo(3) (+) |
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Samuel T. Ramsey(1) (2) (+) |
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Vivian Schneck-Last (2) (+) |
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Robert S. Strong(1) (2) (+) |
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Jonathan W. Witter |
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Kirsten O. Wolberg(2) (+) |
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Number of Meetings in 2022 | 9 | 6 | 8 | 6 | 11 | 1 | ||||||
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| (1) | The Board of Directors determined Mr. |
| (2) | The Board of Directors determined Mr. Blackely, Mr. Child, Ms. Franke, Mr. Lavelle, Mr. |
| (3) | Mr. Puleo served on the Nominations and Governance Committee and the Financial Risk Committee through his date of retirement from the Board of Directors on June 21, 2022. |
2020 Proxy Statement —SLM CORPORATION 15
2023 PROXY STATEMENT 19
CORPORATE GOVERNANCECORPORATE GOVERNANCE
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 this risk oversight structure complements our current Board leadership structure of separate Chair and CEO roles and each of the committees of the Board of Directors being comprised solely of independent directors. The primary risk oversight responsibilities of each of the standing committees of the Board of Directors are as follows:
Audit Committee
• review of financial statements and periodic public reports;
• review reports prepared by management and/or external auditor setting forth significant financial reporting issues; • review sufficiency of internal controls over financial reporting and disclosure controls;
• engage and communicate with our independent registered public accounting firm; and
• oversee operation of internal audit function, staffing, and work plan. | ||||||||||||||||||||||||||||||||||
Nominations
• implement good governance policies and measures for Sallie Mae and our Board of Directors;
• recommend nominees for election to the Board of Directors;
• conduct assessments of the performance of the Board of Directors and its committees;
• review related party • oversee the environmental, social, and governance (“ESG”) function of the Company. | ||||||||||||||||||||||||||||||||||
Compensation Committee • oversee all compensation and benefits for our CEO, executive officers, and independent directors; • oversee equity-based compensation plans; • review management’s administration of employee benefit plans; • review management succession planning; • oversee human capital management, including in the areas of diversity, equity, and inclusion; and • review and confirm our incentive compensation practices properly balance risk and reward and do not encourage excessive risk-taking. | ||||||||||||||||||||||||||||||||||
Financial Risk Committee
• monitor our major
• review our risk management framework as it pertains to financial risks and supporting governance structure, roles, and responsibilities established by management;
• review our risk appetite framework and conduct regular reviews of key risk |
• • oversee framework and strategies pertaining to liquidity and capital management | |||||||||||||||||||||||||||||||||
• monitor our major non-financial risks, including operational and | ||||||||||||||||||||||||||||||||||
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• review our risk appetite framework and conduct regular reviews of • oversee and • monitor risk management capabilities related to • oversee the Bank’s Community Reinvestment Act (“CRA”) program and • oversee model risk management framework. |
Preferred Stock Committee • monitor and evaluate our business activities in light of the Company’s preferred stock. |
16 SLM CORPORATION —2020 Proxy Statement
CORPORATE GOVERNANCE
All members of the Board of Directors also serve as members of the board of directors of the Bank and its committees. Our Audit, Compensation, Nominations and Governance, Financial Risk, and Operational and Compliance Risk committees perform similar oversight roles for the Bank. |
20 SLM CORPORATION
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:
Knowledgeknowledge of the business of Sallie Mae;
Provenproven record of accomplishment;
Willingnesswillingness to commit the time necessary for Board of Directors service;
Integrityintegrity and sound judgment in areas relevant to the business;
Impartialityimpartiality in representing stockholders;
Abilityability to challenge and stimulate management; and
Independence.independence.
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 20202023 Annual Meeting has now closed. A stockholder wishing to nominate a candidate for the 2024 Annual Meeting must comply with the notice and other requirements in the By-Laws as described under “Stockholder Proposals for the 20212024 Annual Meeting” in this proxy statement.
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, the Company issued a credit card to Mr. Thome with a total of $10,000 of credit extended to him. Such 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, 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 takesand the Board of Directors take 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 achievemission—to power confidence as students begin their unique journeys. In April 2023, we released our annual ESG report, discussing our commitment to ESG practices. For a full discussion, please read our ESG report at www.salliemae.com/esg. Neither the dream of a higher education. As an application of ESG practices, the Global Reporting Initiative Standards, the
2020 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 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 onreport 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.
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:statement.
2023 PROXY STATEMENT 21
Offering our customers a diversified set of fairly priced products;CORPORATE GOVERNANCE
IncreasingHuman Capital Empowerment and Talent Development
We believe 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 customers’ long-term financial stability;mission to life.
Treating our customersWe strive to create a diverse culture of inclusion and partners with respect;
Rewarding successful customer credit management(on-time payment incentive);
Contributing time and resources to improving our community; and
Creating a workan 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 such a diverse and inclusive workforce can lead to a more effective company.
We are focused on providing a total compensation package that enables us to attract, motivate, and retain our employees to reachhelp drive our business forward. Our benefits package includes company contributions to the 401(k) plan, educational assistance to our team members and their potential.dependents, flexible work arrangements, and other comprehensive health and welfare programs. We also believe in paying competitive market wages, which is why we established $20/hour as our minimum starting rate for all positions in 2021.
As of December 31, 2022, we had approximately 1,700 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 commitments formculture surveys provide insights we use to create an environment in which team members thrive and bring their full selves to work.
Ensuring the foundationsafety and well-being of our mutual success.team members continued to be a priority during the COVID-19 pandemic. In addition,March 2020, we are committedenacted a robust business continuity plan, including remote working capabilities for all team members. We further adapted to helpingthe changing environment in 2021, and now offer remote, in-office, and hybrid options so our next generation make informed decisions aboutteam may work in a manner best suited for them and 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
positions. We value our highly-skilled employees at all levels who help us drive sustainable, long-term growth, and profitability. We express our appreciation through:
Policies and programs to identify, develop, retain, and promote talent from within our workforce;
Our management incentive plan and long-term incentive plan providing for cash and equity bonuses to employees to help incentivize employee productivity, which contributes to our success;
Our policies intendedcontinue to provide equal opportunity for all employeesteam members with the tools and job applicants without regardresources necessary to race, ethnicity, religion, sex, sexual orientation, age, disability, national origin, marital status, citizenship status, protected veteran status, genetic information, gender identity, or any other basis prohibited by applicable law;support their success and drive performance of the Company.
Opportunities given to employees soOur team members are involved in the communities in which they may serve their communitieslive and work through the Sallie Mae Employee Volunteer Program and the Sallie Mae Employee Matching Gift Program.
Community In 2022, our team members volunteered 1,928 hours of their time through our community engagement programs. We also provide matching gifts for team members to support the interests and needs of them and their communities.
At Corporate Governance
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.
18 SLM CORPORATION —2020 Proxy Statement
CORPORATE GOVERNANCE
Environmental Stewardship and Attention to Climate Change
We continue to make improvements at our facilities as webusiness partners are committed to improvingoperating under sound principles of corporate governance. We believe maintaining high standards of accountability and transparency are fundamental for the environmental sustainabilitylong-term success of our business by using resourcesbusiness. Our corporate governance structure ensures robust Board and materials thoughtfully, allmanagement responsibility, responsiveness to our stockholders, and responsible decision-making. Our overarching code of which have a positive environmental impact onconduct, corporate governance policies, Board committee charters, certificate of incorporation, and By-Laws form 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.framework of governance at Sallie Mae is proudMae. Since the formation of the roleCompany, we playhave attracted and built a strong, qualified, and diverse Board of Directors whose members have expertise relevant to our business and are deeply committed to operating ethically and with integrity. Eleven members of the Board are independent directors, including Ms. Franke, the first woman to serve as Board Chair in building a more educated and sustainable tomorrow.the Company’s history.
Our current policy on political activities is publicly available on our website atwww.salliemae.com under “For Investors” www.salliemae.com/investors/corporate-governance/ 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.requirements. We work closely with the NGCNominations and Governance Committee to review and reconsiderassess 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 (as hereinafter defined) 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 firmfirms that assistsassist with the same objectives, and we report the lobbying-related expenditures made to this firmexternal firms in our lobbying disclosures. Our involvement with industry associations is limited to those associations comprised of financial institutions with similar interests.
22 SLM CORPORATION
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.
We have a Code of Business Conduct that applies to the Board of Directors members and all employees. The Code of Business Conduct is available on our website (www.salliemae.com under “For Investors”www.salliemae.com/investors/corporate-governance/) 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.
2020 Proxy Statement —SLM CORPORATION 192023 PROXY STATEMENT 23
REPORTOFTHE AUDIT COMMITTEEOFTHE BOARDOF DIRECTORS
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORSReport of the Audit Committee of the Board of Directors
The Audit Committee hereby reports as follows:
| 1. | Management has the primary responsibility for the financial statements and the reporting process, including the system of internal accounting controls. The Audit Committee, in its oversight role, has reviewed and discussed the audited financial statements with the Company’s management. |
| 2. | The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the “Commission”). |
| 3. | The Audit Committee has received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB, regarding KPMG’s communications with the Audit Committee concerning independence, and has discussed with KPMG its independence. |
| 4. | The Audit Committee has an established charter outlining the practices it follows. The charter is available on the Company’s website atwww.salliemae.com under “For Investors.” |
| 5. | The Audit Committee’s charter requires thepre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent registered public accounting firm. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, engagements may arise during the course of the year that are outside the scope of the initial services and fees approved by the Audit Committee. Any such additional engagements are approved by the Audit Committee or by the Audit Committee Chair pursuant to authority delegated by the Audit Committee. For each category of proposed service, the independent registered public accounting firm is required to confirm that the provision of such services does not impair its independence. Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services provided as noted in the table on the following page were authorized and approved by the Audit Committee in compliance with thepre-approval requirements described herein. |
| 6. | Based on the review and discussions referred to in paragraphs (1) through (5) above, the Audit Committee recommended to the Board of Directors of the Company, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended December 31, |
Audit Committee
Marianne M. Keler, Chair
Audit Committee Paul G. Child, Chair R. Scott Blackley Marianne M. Keler Ted Manvitz
Jim Matheson
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24 SLM CORPORATION
Independent Registered Public Accounting Firm
Independent Registered Public Accounting Firm Fees for 2022 and 2021
Aggregate fees billed for services performed for Sallie Mae by its independent accountant, KPMG, for fiscal years ended December 31, 2022 and 2021, are set forth below.
| 2022 | 2021 | |||||||
Audit Fees | $2,149,441 | $1,877,570 | ||||||
Audit Related Fees | $945,000 | $1,110,000 | ||||||
Tax Fees | — | $3,679 | ||||||
All other fees | — | — | ||||||
Total | $3,094,441 | $2,991,249 | ||||||
Audit Fees. Audit fees include fees for professional services rendered for the audits of the consolidated financial statements of Sallie Mae and statutory and subsidiary audits, and for 2019 and 2018
Aggregate fees billed for services performed for Sallie Mae by its independent accountant, KPMG, for fiscal years ended December 31, 2019 and 2018, are set forth below.
| 2019 | 2018 | |||||||
Audit Fees | $ | 2,110,910 | $ | 1,954,495 | ||||
Audit-Related Fees | $ | 546,000 | $ | 711,000 | ||||
Tax Fees | — | $ | 42,375 | |||||
All Other Fees | — | — | ||||||
Total | $ | 2,656,910 | $ | 2,707,870 | ||||
Audit Fees. Audit fees include fees for professional services rendered for the audits of the consolidated financial statements of Sallie Mae and statutory and subsidiary audits, issuance of comfort letters, consents, income tax provision procedures, and assistance with review of documents filed with the SEC.
Audit-Related Fees. Audit-related fees include fees for assurance services related to servicing compliance reports, trust servicing and administration compliance reports, attest services that are not required by statute or regulation, and services related to the issuance of consents and comfort letters.
Tax Fees. Tax fees include fees for federal and state tax compliance, and tax consultation services.
All Other Fees. All other fees for the fiscal year ended December 31, 2022 were $0. All other fees for the fiscal year ended December 31, 2021 were $0.
Pre-Approval Requirements
The Audit Committee’s charter addresses the approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company. The Audit Committee’s charter requires all services to be provided by our independent registered public accounting firm be pre-approved by the Audit Committee or its Chair. Each approval of the Audit Committee or the Chair of the Audit Committee must describe the services provided and set a dollar limit for the services. The Audit Committee, or its Chair, pre-approved all audit and non-audit services provided by KPMG during 2022. Reporting is provided to the Audit Committee regarding services the Chair of the Audit Committee pre-approved between committee meetings. The Audit Committee receives regular reports from management regarding the actual provision of all services by KPMG. No services provided by our independent registered public accounting firm were approved by the Audit Committee pursuant to the “de minimis” exception to the pre-approval requirement set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
2023 PROXY STATEMENT 25
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 2023 for the year ended December 31, 2022 on Schedule 13G, 13G/A, or 13F-HR, as applicable, under the Exchange Act.
Name and Address of Beneficial Owner | Shares(1) | Percent(1) | ||||||
The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 | 31,617,580 | 12.64 | % | |||||
Impactive Capital LP(3) 152 West 57th Street, 17th Floor New York, New York 10019 | 23,544,180 | 9.78 | % | |||||
BlackRock, Inc.(4) 55 East 52nd Street New York, NY 10055 | 22,052,246 | 8.8 | % | |||||
Massachusetts Financial Services Company(5) 111 Huntington Avenue Boston, MA 02199 | 17,456,866 | 7.0 | % | |||||
UBS Group AG(6) Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland | 16,562,446 | 6.62 | % | |||||
| (2) | Information is as of December 31, 2022 and is based upon a Schedule 13G/A, filed with the SEC on February 9, 2023, by The Vanguard Group, Inc., a Pennsylvania corporation. The reporting entity reported the sole power to vote or direct the voting for 0 shares of |
| (3) | Information is as of December 31, |
| (4) | Information is as of December 31, 2022 and is based upon a Schedule 13G, filed with the SEC on January 25, 2023, by BlackRock, Inc., a Delaware corporation. The reporting entity reported the sole power to vote or direct the voting for 21,362,029 shares of Common Stock and the sole power to dispose of or direct the disposition of 22,052,246 shares of Common Stock. |
| (5) | Information is as of December 31, 2022 and is based upon a Schedule 13G/A, filed with the SEC on February 8, 2023, by Massachusetts Financial Services Company, a Delaware corporation. The reporting entity reported the sole power to vote or |
Name and Address of Beneficial Owner | Shares(1) | Percent(1) | ||||||||
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | 39,923,855 | 9.5% | ||||||||
The Vanguard Group, Inc.(3) 100 Vanguard Blvd. Malvern, PA 19355 | 39,270,863 | 9.3% | ||||||||
ValueAct Holdings, L.P.(4) 1 Letterman Drive, Building D, 4th Floor San Francisco, CA 94129 | 39,184,254 | 9.3% | ||||||||
T. Rowe Price Associates, Inc.(5) 100 E. Pratt Street Baltimore, MD 21202 | 23,639,245 | 5.5% | ||||||||
CI Investments Inc.(6) 2 Queen Street East, 20th Floor Toronto, Canada A6 M5C 3G7 | 21,914,233 | 5.2% | ||||||||
| (6) |
26 SLM CORPORATION
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, 2023, unless noted otherwise. As of February 28, 2023, the Company had 242,216,315 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.
Position and Business Experience Executive Vice President and Chief Financial Officer, SLM Corporation—May 2014 to present; Senior Vice President—Corporate Finance and Investor Relations, SLM Corporation—June 2013 to April 2014; Senior Vice President—Investor Relations, SLM Corporation—June 2008 to June 2013
Position and Business Experience
Executive Vice President and Chief Commercial Officer, SLM Corporation—August 2020 to present; Executive Vice President and Chief Marketing Officer, SLM Corporation—January 2019 to August 2020 Director, Choice Hotels International, Inc. —July 2021-Present Chief Marketing Officer, Consumer Banking and Wealth Management, JPMorgan Chase—May 2014 to October 2018; Chief Marketing Officer, Chase Business Banking, JPMorgan Chase—April 2011 to May 2014 Senior Vice President, Relationship Manager, Dun & Bradstreet—March 2010 to April 2011 Senior Vice President, General Manager Small Business Products, Dun & Bradstreet—July 2008 to March 2010 28 SLM CORPORATION EXECUTIVE OFFICERS
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Position and Business Experience
Senior Vice President, Controller, SLM Corporation—May 2014 to present; Vice President, Corporate Financial Reporting and Accounting Policy, SLM Corporation—May 2010 to April 2014
 | Nicolas Jafarieh Age 48 |
Position and Business Experience
Executive Vice President and Chief Legal, Government Affairs & Communications Officer, SLM Corporation—April 2022 to present; Senior Vice President and Chief Legal, Government Affairs & Communications Officer, SLM Corporation-August 2020 to April 2022; Senior Vice President and General Counsel, SLM Corporation—March 2018 to August 2020; Senior Vice President, Deputy General Counsel, and Assistant Corporate Secretary, SLM Corporation—February 2017 to March 2018; Vice President, Associate General Counsel, and Assistant Corporate Secretary, SLM Corporation—December 2013 to February 2017; Managing Director and Associate General Counsel, Sallie Mae, Inc.—February 2010 to December 2013; Associate General Counsel, Sallie Mae, Inc.—June 2008 to February 2010
2023 PROXY STATEMENT 29
Executive Compensation
Compensation Discussion and Analysis
CD&A Roadmap
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30 SLM CORPORATION
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
In this Compensation Discussion and Analysis (“CD&A”), we describe our compensation practices and programs in the context of our NEOs. It is worth noting our compensation practices and programs applicable to our NEOs in many cases also apply to senior executive employees other than our NEOs.
Our primary business is to originate and service high-quality Private Education Loans. “Private Education Loans” are education loans for students or their families that are not made, insured, or guaranteed by any state or federal government. We also offer a range of deposit products insured by the Federal Deposit Insurance Corporation. In 2022, approximately 369,000 families chose us as their Private Education Loan provider, more than any other private student loan lender. We originated approximately $6.0 billion of Private Education Loans in 2022, an increase of 10 percent from the year ended December 31, 2021. As of December 31, 2022, we had $19.0 billion of Private Education Loans held for investment, net, outstanding. The Private Education Loans we make to students and families serve primarily to bridge the gap between the cost of higher education and the amount funded through family income and savings, scholarships and grants, and federal financial aid. We also extend Private Education Loans as an alternative to similar federal education loan products where we believe our rates are competitive.
Our performance-based compensation programs, including the 2022 Annual Incentive Plan, which consists of (i) a short-term annual cash bonus (the “2022 AIP”), and (ii) the performance-based element of the LTIP, consisting of a grant of PSUs that vest solely based on a relative total shareholder return (“TSR”) measure that vests over a three-year period, focus our senior executives on goals that drive our financial performance while balancing risk and reward.
As discussed in more detail herein, our 2022 AIP encourages executives to focus on customer growth (through the Private Education Loan originations metric), while ensuring that such growth comes from high credit quality loans (through the private Education Loan originations metrics). Our 2022 performance-based compensation programs also include the following financial metrics: pre-tax, pre-provision, pre-operating expense income per share, operating expenses, and relative TSR.
Although the Company’s TSR performance has been positive over the last three years, payouts under our 2022 AIP were lower for 2022 than for 2021 because the Company’s performance in 2022 based on other performance metrics was not as strong as in 2021. While we achieved significant Company successes in 2022, such as (i) growing originations, (ii) expanding net interest margin, (iii) returning a significant amount of capital to stockholders, and (iv) rigorously managing expenses in an uncertain macroeconomic environment, we did not deliver on certain key Company performance metrics. Specifically, (a) charge-offs were higher than anticipated due to a combination of factors, including the previously announced credit administration practices changes the Company implemented in 2021 that imposed additional requirements for those borrowers requesting forbearance, as well as a shortage and lack of tenured collections staff, and other operational challenges during much of 2022; and (b) earnings per share were lower than expected based on the fourth-quarter provision for credit losses of $297 million and the write down of $60 million of the value of an investment in non-marketable equity securities. Accordingly, because we continue to value a pay-for-performance philosophy that aligns compensation with Company performance, NEO payouts under the 2022 AIP were approximately 15% less than the prior year’s NEO annual incentive plan payouts, as illustrated in the “Non-Equity Incentive Compensation” column in the Summary Compensation Table on page 52. This was the case despite other accomplishments that have brought significant value to our stockholders.
We believe this continued emphasis on performance-based compensation, as well as the continued focus on share value as a key metric for equity-based compensation, should further align our executives’ compensation with the interests of our stockholders.
2023 PROXY STATEMENT 31
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy
The pay-for-performance philosophy underlying our executive compensation program provides a competitive total compensation program tied to both Company and individual performance, aligned with the interests of our stockholders, and designed to attract and retain executives. For 2022, we used the following principles to implement our compensation philosophy and achieve our executive compensation program objectives:
Tie a significant portion of the total compensation of our executives to the achievement of enterprise-wide goals that drive stockholder value.
Focus executive compensation to reward short-term performance and long-term growth and focus management on sustained success and stockholder value creation while balancing risk and financial results.
Determine executive compensation amounts without considering amounts realized (or not) from prior annual or long-term incentive compensation programs.
Named Executive Officers
For the fiscal year ended December 31, 2022, our Named Executive Officers were:
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Relative TSR
We believe relative TSR, the sole PSU performance metric, is important because it aligns the interests of our management with those of our stockholders. Our relative TSR will be evaluated by comparing the Company’s stock price performance to a defined set of comparable companies based on size, volatility, stock price correlation, and industry.
We annually review the metrics (and related target levels) used in our long-term incentive programs to ensure they remain aligned with our strategic plan and the interest of our stockholders. The PSU goal is derived from a rigorous process that involved input and discussions among the Compensation Committee, our CEO, human resources, finance personnel, risk management, legal, and the Compensation Committee’s independent compensation consultant.
The table below sets forth the value of LTIP awards granted in February 2022(1):
Named Executive Officer | 2022 LTIP RSUs ($) | 2022 LTIP PSUs(2) ($) | 2022 LTIP Total(3) ($) | |||||||||
Jonathan W. Witter | $ | 2,500,000 | $ | 2,500,000 | $ | 5,000,000 | ||||||
Steven J. McGarry | $ | 450,000 | $ | 450,000 | $ | 900,000 | ||||||
Kerri A. Palmer | $ | 350,000 | $ | 350,000 | $ | 700,000 | ||||||
Daniel P. Kennedy | $ | 450,000 | $ | 450,000 | $ | 900,000 | ||||||
Donna F. Vieira | $ | 425,000 | $ | 425,000 | $ | 850,000 | ||||||
| (1) | The dollar value amounts of the respective LTIP awards granted to each of the NEOs in 2022 as shown in this table differ from the Summary Compensation Table and the 2022 Grants of Plan-Based Awards Table disclosure due to differences in the accounting valuation of the equity awards on the grant date. |
| (2) | PSUs granted in 2022 to NEOs are disclosed in this column at the target level. PSUs will vest between 0 percent to 200 percent in 2025 based on relative TSR from February 18, 2022 to February 18, 2025, with a one-year holding period after vesting. |
2023 PROXY STATEMENT 43
COMPENSATION DISCUSSION AND ANALYSIS
NEO Achievements
Material factors considered in the Committee’s assessment of individual performance for 2022 include:
| ACHIEVEMENTS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jonathan W. Witter,
| • Delivered key performance objectives including (i) growing originations and market share, (ii) expanding Net Interest Margin, (iii) executing our loan sale/share repurchase program, and (iv) rigorously managing expenses driving improvement in unit service and acquisition costs; • Successfully integrated the • Enhanced risk management capabilities across the • Continued to positively inform the | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven J. McGarry, Executive Vice President and Chief Financial Officer | • Led the
• Executed the asset-backed securities program in 2022 with appropriate levels of continuity, support, transparency, and • Expanded the Company’s
• Supported the | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kerri A. Palmer, Executive Vice President and Chief Operational Officer and President of (Ms. Palmer’s achievements were based on
| • Led the significant progress and
• Led efforts to successfully rebuild numerous major policies, procedures, processes, and committees while still demonstrating sustainability; and • Demonstrated significant action to strengthen and upgrade the talent of the risk management function of the Company. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel P. Kennedy, Former Executive Vice President and Chief Operational Officer and President of Sallie Mae Bank | • Oversaw the execution of the Operations function meeting its • Established a successful culture working group within the Operations function to identify opportunities across all lines of the business. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
44 SLM CORPORATION
COMPENSATION DISCUSSION AND ANALYSIS
NEO | ACHIEVEMENTS | |
Donna F. Vieira, Executive Vice President and Chief Commercial Officer | • Led the Company’s origination of approximately $6.0 billion of Private Education Loans in 2022, 10 percent higher than the prior year and the highest over the previous 5-year period, while gaining market share and increasing underclassmen originations, which typically have a higher lifetime value to the Company, by • Oversaw the successful integration of the Nitro College acquisition by (i) enhancing future strategic growth opportunities for the Company, (ii) expanding the Company’s digital marketing capabilities, (iii) reducing the cost to acquire customer accounts, and (iv) accelerating the Company’s progress to become a broader education solutions provider helping students to, through, and immediately after college; and • Improved tools and resources to assist students along their higher education journey that have resulted in increased engagement, positive sentiment, and correlated customer experience improvements. | |
The following table summarizes performance-year 2022 compensation for the NEOs as approved by the Compensation Committee:
Name | Base Salary | Annual Incentive Plan | Long Term Incentive Plan* | ||||||||||||
Jonathan W. Witter | $ | 1,100,000 | $ | 1,320,000 | $ | 5,000,000 | |||||||||
Steven J. McGarry | $ | 515,000 | $ | 733,875 | $ | 900,000 | |||||||||
Kerri A. Palmer | $ | 566,500 | $ | 920,563 | $ | 700,000 | |||||||||
Daniel P. Kennedy | $ | 489,250 | $ | 489,250 | $ | 900,000 | |||||||||
Donna F. Vieira | $ | 489,250 | $ | 672,719 | $ | 850,000 | |||||||||
| * | The total LTIP dollar values as shown in this table differ from the values shown in the |
Vesting of the 2020 PSU Grants
In 2020, 50 percent of the 2020 LTIP award granted to Mr. McGarry and Ms. Vieira in January 2020, as well as the PSU award granted to Mr. Witter in April 2020 in connection with the commencement of his employment as the Company’s CEO, consisted of PSUs that vested in February 2023 at 153.125 percent of target based on (i) cumulative charge-offs of 4.3 percent from 2020 — 2022 of the cohort of Private Education Loans first entering full principal and interest repayment status during the fourth quarter of 2019 as detailed in the table below (145 percent of the metric’s target); (ii) pre-tax, pre-provision income of $1,269,413,559 as detailed in the table below (100 percent of the metric’s target); and (iii) a relative TSR modifier in the 100th percentile as detailed in the table below (125 percent of modifier to PSU award) The tables below show the threshold, target and maximum payout percentages associated with each of the PSU performance metrics from the 2020 PSU grants:
2023 PROXY STATEMENT 45
COMPENSATION DISCUSSION AND ANALYSIS
Cumulative Charge-offs Performance Chart (50% weight) for 2020 PSU Grant
Based on Performance Period from January 1, 2020 through December 31, 2022
Cumulative Charge-offs | Percentage of Target Award — PSU Payout (50% weight) | ||||
≤4.2% | 150 | % | |||
4.7% | 125 | % | |||
5.2% | 100 | % | |||
5.7% | 75 | % | |||
6.2% | 50 | % | |||
6.7% | 25 | % | |||
>6.7% | 0 | % | |||
Pre-tax, Pre-provision Income December 31, 2022 Performance Chart (50% weight)
Pre-tax, pre-provision December 31, 2022 Income
| Percentage of Target Award – PSU Payout (50% WEIGHT) | ||||
>$1,492,000,000 | 150 | % | |||
$1,492,000,000 | 150 | % | |||
$1,119,000,000 to $1,367,000,000 | 100 | % | |||
$994,000,000 | 50 | % | |||
<$994,000,000 | 0 | % | |||
TSR Modifier based on the performance period from January 1, 2020 to December 31, 2022
TSR of the Corporation relative to TSR of the Peer Group | Percentage of Modifier to
| ||||
| -25 | % | |||
>75% | +25 | % | |||
Pursuant to the terms of the 2020 PSU awards, in February 2023, the Compensation Committee approved and certified the actual performance of (i) the cumulative charge-offs performance goal for the performance period from January 1, 2020 through December 31, 2022 relative to pre-established targets; (ii) the pre-tax, pre-provision income performance goal as of December 31, 2022 relative to pre-established targets; and (iii) the TSR modifier based on the performance period from January 1, 2020 through December 31, 2022.
46 SLM CORPORATION
COMPENSATION DISCUSSION AND ANALYSIS
Accordingly, because the 2020 PSUs vested at 153.125 percent of target, in February 2023, Mr. Witter, Mr. McGarry, and Ms. Vieira received the following number of shares of Common Stock pursuant to the vesting of their 2020 PSU grants:
Name | Target Number of Shares of Common Stock Pursuant to the 2020 PSU Award | Actual Shares Number of Shares of Common Stock Pursuant to the 2020 PSU Award(1) | ||||||
Jonathan W. Witter | 249,412 | 381,913 | ||||||
Steven J. McGarry | 31,080 | 47,592 | ||||||
Donna Vieira | 26,299 | 40,270 | ||||||
| (1) | Includes Dividend Equivalent Units. |
Ms. Palmer and Mr. Kennedy did not receive PSUs in 2020, and thus did not have any PSU grants that vested in February 2023.
Risk Assessments and Attestations of Compensation Plans
The Chief Risk Officer (“CRO”) coordinates forward-looking risk assessments, backward-looking attestations, quarterly risk reviews of performance against incentive compensation plans, and ongoing oversight of Sallie Mae’s incentive compensation plans with a cross-functional team of Sallie Mae’s senior officers from the risk, human resources, internal audit, compliance, and legal departments. The CRO’s responsibilities include: oversight of the annual forward-looking risk assessments and backward-looking attestations of our incentive compensation plans to help ensure our employees are not incentivized to take inappropriate risks that could impact our financial position and controls, reputation, and operations; and developing policies and procedures to help ensure our incentive compensation plans are designed to achieve their business goals within acceptable risk parameters. The CRO periodically reports to the Compensation Committee on the results of the quarterly risk reviews of performance against our incentive compensation plans.
As part of the annual forward-looking risk assessment in 2022, the CRO presented conclusions to the Compensation Committee, and the Compensation Committee agreed, that with respect to our 2022 AIP and LTIP, the risks embedded in those plans were within our ability to effectively monitor and manage, properly balance risk and reward, and were not likely to promote excessive risk-taking. In addition, as part of the annual backward-looking attestation of incentive compensation plans, in the first quarter of 2023, the CRO presented a review and conclusions to the Compensation Committee that confirmed our incentive compensation plans, including the 2022 AIP and LTIP, are sufficiently risk sensitive, do not encourage excessive risk-taking, and are consistent with the safety and soundness of Sallie Mae and are otherwise consistent with applicable law and the applicable regulatory rules and guidance.
Compensation Consultant
The Compensation Committee retains an independent compensation consultant to advise on relevant market practices and specific compensation programs. A representative of the compensation consultant attended meetings of the Compensation Committee, as requested, and communicated with the Chair of the Compensation Committee. Aon’s Human Capital Solutions practice, a division of Aon PLC (otherwise known as McLagan), serves as the Compensation Committee’s compensation consultant. The compensation consultants have provided the following services, among other things:
assisting in developing a peer group of companies for benchmarking director and executive compensation;
providing market-relevant information as to the composition of director and executive compensation;
providing views on the reasonableness of amounts and forms of director and executive compensation;
assisting the Compensation Committee with incentive plan design decisions;
providing guidance on regulatory changes; and
reviewing drafts and commenting on the Compensation Discussion and Analysis and related compensation tables for the proxy statement.
2023 PROXY STATEMENT 47
COMPENSATION DISCUSSION AND ANALYSIS
From time to time, but no less than annually, the Compensation Committee considers the independence of the Compensation Consultant in light of SEC rules and NASDAQ listing standards. At this time, the Compensation Committee has concluded there is no conflict of interest with regard to the compensation consultant.
Compensation Committee Interlocks and Insider Participation
All members of the Compensation Committee are independent directors, and no current member is or has been an employee of Sallie Mae. During 2022, none of our executive officers served on a compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the Compensation Committee.
Peer Group Analysis
Recognizing that the Company has a limited number of direct peer companies, the Compensation Committee works with the compensation consultant to select a peer group for purposes of considering market compensation data in determining the compensation of our CEO and other NEOs. The peer group, which is periodically reviewed and updated by the Compensation Committee, consists of companies that are similar in size (revenue and market capitalization) and in generally similar industries as the Company and with whom the Company may compete for executive talent. The following change was made to the peer group in 2022: adding SoFi Technologies, Inc., a consumer-oriented fintech / specialty lender whose pay philosophy, quantum, and mix can serve as an appropriate comparator.
The peer group utilized for purposes of setting NEO compensation components is as follows:
Peer Group (Ticker) | ||
Ally Financial Inc.(ALLY) | LendingClub Corp. (LC) | |
Axos Financial Inc. (AX) | LendingTree Inc.(TREE) | |
BankUnited Inc. (BKU) | OneMain Holdings Inc. (OMF) | |
Commerce Bancshares Inc.(CBSH) | Prosperity Bancshares, Inc. (PB) | |
Credit Acceptance Corp.(CACC) | SoFi Technologies, Inc. (SOFI) | |
Enova International Inc.(ENVA) | Synovus Financial Corp. (SNV) | |
F.N.B. Corp. (FNB) | Upstart Holdings Inc. (UPST) | |
The Compensation Committee believes it is appropriate to continuously monitor relative compensation amounts with respect to the same peer group used by management and the Board of Directors for financial performance comparisons.
Other Arrangements, Policies, and Practices Related to Executive Compensation Programs
Share Ownership Guidelines
As of December 31, 2022, the guidelines for beneficial ownership of our Common Stock were as follows:
CEO (Mr. Witter)—six times the CEO’s annual base salary;
Executive Vice President (including Mr. McGarry, Ms. Palmer, Mr. Kennedy, and Ms. Vieira)—three times the Executive Vice President’s annual base salary; and
| • | Senior Vice President—1.5 times the Senior Vice President’s annual base salary. |
The guidelines do not provide a time limit to achieve such minimum beneficial ownership of our Common Stock. However, until the guidelines are met, executives may only sell up to 25 percent of such individual’s net shares.
The guidelines encourage continued beneficial ownership of a significant amount of our Common Stock acquired through equity awards and help align the interests of senior executives with the interests of our stockholders. After
48 SLM CORPORATION
COMPENSATION DISCUSSION AND ANALYSIS
achieving the guidelines, executives will not be eligible to receive further equity grants if he or she sells stock and such sale would result in a decrease below the established thresholds.
All current NEOs were in compliance with the share ownership guidelines as of December 31, 2022.
Compensation Committee—Delegation of Authority
Pursuant to the Compensation Committee Charter and to the extent permitted by applicable law, rules, or regulations, the Compensation Committee may form and delegate all or a portion of its authority to subcommittees composed of one or more members of the Compensation Committee or to members of the Company’s management. Each subcommittee has the full power and authority of the Compensation Committee as it relates to matters delegated to the subcommittee. For more information regarding the Compensation Committee-Delegation of Authority relating to grants of equity, please see the section below titled “Equity Grant Policies and Practices”.
Equity Grant Policies and Practices
We generally grant equity compensation to eligible employees on an annual basis. Our Human Resources team reviews the annual LTIP program provisions and grant levels in the beginning of the first quarter of the year to coincide with the annual performance management compensation review process established by the Company for all employees. As a part of that process each year, the Human Resources team will pre-establish a grant date at the end of the performance year for grants during an open trading window to eligible employees, subject to the business considerations of the Company, as approved by the Compensation Committee. Consistent with our current practice, in 2022 the annual equity grants to all eligible employees were awarded on February 18, 2022, during an open trading window and following the Compensation Committee meeting approving such annual equity grants.
The Compensation Committee approves all grants of equity compensation to be awarded to executive officers (other than the CEO). In addition, the Compensation Committee recommends to the Board of Directors for approval all proposed grants of equity compensation to be awarded to the CEO and directors. In 2022, pursuant to the 2021 Plan, the Compensation Committee delegated limited authority to a subcommittee consisting of the CEO and Chair of the Compensation Committee to approve the annual equity grants under the LTIP to non-executive employees within the limits and budgets established as part of the annual grant program guidelines.
From time to time, the Company may find it necessary to issue equity awards to non-executive employees outside of the normal annual grant process. Accordingly, the Compensation Committee has delegated limited authority to the CEO (who is a director) to make grants to new hires as well as promotional and/or special one-time grants to employees who are not subject to Section 16(b) of the Exchange Act. Such authority is limited to a certain number of shares as determined by the Compensation Committee at the beginning of each year. For these grants, our procedures provide that such grants be made at the end of each quarter, as applicable. Any grants made by the CEO pursuant to this delegation of authority are reported to the Compensation Committee on a quarterly basis. Based on this information, the Compensation Committee determines whether the grant of such delegation of authority was appropriate and whether additional authority should be granted to the CEO. Pursuant to this delegated limited authority, the CEO is not permitted to make grants to our NEOs or persons subject to Section 16(b) of the Exchange Act.
Hedging and Pledging Prohibition
Pursuant to the Company’s Stock Trading Window Policy, we prohibit directors, executive officers, and senior management from selling Common Stock short, buying or selling call or put options or other derivatives, or entering into other transactions that have the effect of hedging the economic value of any of their beneficial ownership of our shares.
Pursuant to the Company’s Stock Trading Window Policy, we also prohibit directors, executive officers, and senior management from purchasing Common Stock on margin or otherwise pledging Common Stock as collateral for a loan.
We prohibit hedging and pledging by our directors, executive officers, and senior management because they have the greatest ability to influence the direction of the Company and have a proportionally higher equity ownership than other employees generally. Accordingly, we expect our directors, executive officers, and senior management to bear the risks and rewards of stock ownership. We believe that prohibiting hedging and pledging of Company securities by our directors, executive officers, and senior management is an important governance matter because it promotes alignment with our stockholders.
2023 PROXY STATEMENT 49
COMPENSATION DISCUSSION AND ANALYSIS
Clawback
Equity and cash bonus awards made to executives, including our NEOs, under the SLM Corporation 2021 Omnibus Incentive Plan (the “2021 Plan”) as well as the SLM Corporation 2012 Omnibus Incentive Plan (the “Predecessor Plan”) contain clawback provisions in the event of a material misstatement of our financial results and certain other events. In addition, we maintain an Incentive Compensation Adjustment Policy outlining the Compensation Committee’s authority and responsibilities to review and potentially adjust employee incentive compensation and severance payments or benefits paid under our severance plans (as described below), including reducing, eliminating, and/or clawing back incentive compensation or severance. The Compensation Committee is reviewing the final rule adopted by the SEC that implements the applicable provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to recoupment of incentive-based compensation, and the Company will amend its clawback policy when the NASDAQ adopts final listing standards in accordance with the final rule.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires Sallie Mae’s executive officers and directors, as well as persons who beneficially own more than 10 percent of the Common Stock, to file reports on their holdings of and transactions in our Common Stock. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during the fiscal year 2022 all required reports were filed in a timely manner.
Tax Information: Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation for certain executive officers that is more than $1 million. The Compensation Committee continues to have the flexibility to pay non-deductible compensation if it believes it is in the best interests of the Company.
50 SLM CORPORATION
Compensation Committee Report
The components of our compensation program are in place to promote prudent management decision-making and to profitably drive the evolution of our consumer banking business, all while ensuring we motivate, reward, and retain employees. Accordingly, we have reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, we have recommended to the Board of Directors its inclusion herein and its incorporation by reference in the Company’s Annual Report on Form 10-K for the year ending December 31, 2022.
Compensation Committee
Mark Lavelle, Chair
Mary Carter Warren Franke
Earl A. Goode
Mark L. Lavelle
Jim MathesonTed Manvitz
Kirsten O. Wolberg
46 SLM CORPORATION —2020 Proxy Statement2023 PROXY STATEMENT 51
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLESummary Compensation Table
The table below summarizes compensation paid or awarded to or earned by each of the NEOs for the fiscal years ended December 31, 2019,2022, December 31, 2018,2021, and December 31, 2017.2020.
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(8) | Total ($) | ||||||||||||||||||||||||||||||||||||
Raymond J. Quinlan(5) Chairman and Former Chief |
| 2019 |
| 920,769 |
| — |
| 3,665,958 |
| — |
| 1,361,520 |
| — |
| 114,000 |
| 6,062,247 | |||||||||||||||||||||||||||
| 2018 |
| 817,308 |
| — |
| 3,909,131 |
| — |
| 1,347,452 |
| — |
| 113,750 |
| 6,187,641 | ||||||||||||||||||||||||||||
| 2017 |
| 834,615 |
| — |
| 3,740,675 |
| — |
| 1,097,106 |
| — |
| 82,131 |
| 5,754,527 | ||||||||||||||||||||||||||||
Steven J. McGarry Executive Vice President and |
| 2019 |
| 500,000 |
| — |
| 680,817 |
| — |
| 732,000 |
| — |
| 43,450 |
| 1,956,267 | |||||||||||||||||||||||||||
| 2018 |
| 476,155 |
| — |
| 890,168 |
| — |
| 720,563 |
| — |
| 38,750 |
| 2,125,636 | ||||||||||||||||||||||||||||
| 2017 |
| 450,771 |
| — |
| 788,899 |
| — |
| 566,740 |
| — |
| 40,558 |
| 1,846,968 | ||||||||||||||||||||||||||||
Paul F. Thome Executive Vice President and |
| 2019 |
| 444,231 |
| — |
| 576,076 |
| — |
| 554,625 |
| — |
| 39,000 |
| 1,613,932 | |||||||||||||||||||||||||||
| 2018 |
| 384,616 |
| — |
| 721,325 |
| — |
| 514,001 |
| — |
| 38,750 |
| 1,658,692 | ||||||||||||||||||||||||||||
| 2017 |
| 400,000 |
| — |
| 589,487 |
| — |
| 418,504 |
| — |
| 37,304 |
| 1,445,295 | ||||||||||||||||||||||||||||
Donna F. Vieira(6) Executive Vice President and |
| 2019 |
| 415,385 |
| 550,000 |
| 449,995 |
| — |
| 554,625 |
| — |
| 152,065 |
| 2,122,070 | |||||||||||||||||||||||||||
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Nicolas Jafarieh(7) Senior Vice President and |
| 2019 |
| 425,000 |
| — |
| 471,335 |
| — |
| 419,050 |
| — |
| 12,250 |
| 1,327,635 | |||||||||||||||||||||||||||
| 2018 |
| 377,058 |
| — |
| 536,086 |
| — |
| 408,319 |
| — |
| 61,225 |
| 1,382,688 | ||||||||||||||||||||||||||||
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Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||||||||||||||
Jonathan W. Witter(6) Chief Executive Officer | 2022 | 1,076,923 | — | 5,373,654 | — | 1,320,000 | — | 38,559 | 7,809,136 | |||||||||||||||||||||||||||
| 2021 | 950,000 | — | 2,223,345 | 2,000,000 | 1,809,750 | — | 63,967 | 7,047,062 | ||||||||||||||||||||||||||||
| 2020 | 657,692 | — | 8,824,635 | — | 1,623,930 | — | — | 11,106,257 | ||||||||||||||||||||||||||||
Steven J. McGarry Executive Vice President and Chief Financial Officer | 2022 | 512,692 | — | 967,257 | — | 733,875 | — | 29,450 | 2,243,274 | |||||||||||||||||||||||||||
| 2021 | 500,000 | — | 500,241 | 449,997 | 900,000 | — | 29,450 | 2,379,688 | ||||||||||||||||||||||||||||
| 2020 | 519,231 | — | 697,510 | — | 811,188 | — | 43,700 | 2,071,629 | ||||||||||||||||||||||||||||
Kerri A. Palmer(7) Executive Vice President and Chief Operational Officer and President of Sallie Mae Bank | 2022 | 563,962 | — | 752,314 | — | 920,563 | — | 29,450 | 2,266,289 | |||||||||||||||||||||||||||
| 2021 | 516,154 | — | 389,074 | 349,997 | 800,000 | — | 4,450 | 2,059,675 | ||||||||||||||||||||||||||||
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Daniel P. Kennedy(8) | 2022 | 487,058 | — | 967,257 | — | 489,250 | — | 25,000 | 1,968,565 | |||||||||||||||||||||||||||
| 2021 | 472,116 | — | 389,074 | 349,997 | 700,000 | — | 27,177 | 1,938,364 | ||||||||||||||||||||||||||||
| 2020 | 417,308 | — | 399,993 | — | 621,212 | — | 39,250 | 1,477,763 | ||||||||||||||||||||||||||||
Donna F. Vieira Executive Vice President and Chief Commercial Officer | 2022 | 487,058 | — | 913,505 | — | 672,719 | — | 25,000 | 2,098,282 | |||||||||||||||||||||||||||
| 2021 | 472,116 | — | 389,074 | 349,997 | 655,000 | — | 25,000 | 1,891,187 | ||||||||||||||||||||||||||||
| 2020 | 467,308 | — | 590,206 | — | 621,212 | — | 39,250 | 1,717,976 | ||||||||||||||||||||||||||||
| (1) |
|
Consists of (i) the |
| (2) | Represents premium priced stock options that were granted at a 15 percent premium over the closing Sallie Mae stock price on the date of the grant. |
| (3) | Represents the cash portions of the |
| (4) | The Company terminated itstax-qualified pension plan and |
52 SLM CORPORATION
SUMMARY COMPENSATION TABLE
| (5) |
|
|
|
2020 Proxy Statement —SLM CORPORATION 47
SUMMARY COMPENSATION TABLE
For |
Name | Employer Contributions to | Severance ($) | Relocation Allowance ($)(b) | Perquisites ($)(c) | Executive Physical ($) | Total ($) | ||||||||||||||||||||||||
Raymond J. Quinlan |
| 39,000 |
| — |
| — |
| 75,000 |
| — |
| 114,000 | ||||||||||||||||||
Steven J. McGarry |
| 39,000 |
| — |
| — |
| — |
| 4,450 |
| 43,450 | ||||||||||||||||||
Paul F. Thome |
| 39,000 |
| — |
| — |
| — |
| — |
| 39,000 | ||||||||||||||||||
Donna F. Vieira |
| 3,615 |
| — |
| 148,450 |
| — |
| — |
| 152,065 | ||||||||||||||||||
Nicolas Jafarieh |
| 2,800 |
| — |
| — |
| 5,000 |
| 4,450 |
| 12,250 | ||||||||||||||||||
Name | Employer Contributions to | Relocation ($) | Executive ($) | Total ($) | ||||||||||||
Jonathan W. Witter | 25,000 | 12,078 | 1,481 | 38,559 | ||||||||||||
Steven J. McGarry | 25,000 | — | 4,450 | 29,450 | ||||||||||||
Kerri A. Palmer | 25,000 | — | 4,450 | 29,450 | ||||||||||||
Daniel P. Kennedy | 25,000 | — | — | 25,000 | ||||||||||||
Donna F. Vieira | 25,000 | — | — | 25,000 | ||||||||||||
| (a) | Amounts credited to the Company’stax-qualified and |
|
| (7) | Ms. |
|
48 SLM CORPORATION —2020 Proxy Statement2023 PROXY STATEMENT 53
2019 GRANTSOF PLAN-BASED AWARDS TABLE
2019 GRANTS OF PLAN-BASED AWARDS TABLE2022 Grants of Plan-Based Awards Table
The following table provides information regarding all plan-based awards attributable to 20192022 performance, including all annual performance bonuses under the 2019 MIP2022 AIP (which were determined and paid in early 2020)2023), and three-year, time-vesting RSU awards and PSUs vesting based on the satisfaction of two performance factors and a TSR modifier, granted January 28, 2019 with respect to the 20192022 LTIP awards.awards granted on February 18, 2022: (i) three-year, annual time-vesting RSU awards; and (ii) three-year PSUs that cliff vest based on relative TSR, with a one-year holding period following the vesting date;. The awards listed in this table were granted under the 20122021 Plan and are described in more detail under “Compensation Discussion and Analysis.”
Name | Award Type(1) | Grant Date | Date of Board or NGC Committee Action | Estimated Future Payouts Under | Estimated Future Payouts under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other | Exercise Base | Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||
Raymond J. Quinlan | 2019 LTIP RSU | 01/28/19 | 01/16/19 | — | — | — | — | — | — | 161,141 | — | — | 1,749,991 | |||||||||||||||||||||||||||
| 2019 LTIP PSU | 01/28/19 | 01/16/19 | — | — | — | — | 161,141 | 241,711 | — | — | — | 1,749,991 | ||||||||||||||||||||||||||||
| 2019 MIP(³) | 02/26/19 | 02/26/19 | — | 1,395,000 | 2,485,890 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Steven J. McGarry | 2019 LTIP RSU | 01/28/19 | 01/14/19 | — | — | — | — | — | — | 29,926 | — | — | 324,996 | |||||||||||||||||||||||||||
| 2019 LTIP PSU | 01/28/19 | 01/14/19 | — | — | — | — | 29,926 | 44,889 | — | — | 324,996 | |||||||||||||||||||||||||||||
| 2019 MIP(³) | 02/26/19 | 02/26/19 | — | 750,000 | 1,336,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Paul F. Thome | 2019 LTIP RSU | 01/28/19 | 01/14/19 | — | — | — | — | — | — | 25,322 | — | — | 274,997 | |||||||||||||||||||||||||||
| 2019 LTIP PSU | 01/28/19 | 01/14/19 | — | — | — | — | 25,322 | 37,983 | — | — | — | 274,997 | ||||||||||||||||||||||||||||
| 2019 MIP(³) | 02/26/19 | 02/26/19 | — | 562,500 | 1,002,375 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Donna F. Vieira | 2019 Sign-On RSU(4) | 01/28/19 | 11/28/18 | — | — | — | — | — | — | 41,436 | — | — | 449,995 | |||||||||||||||||||||||||||
| 2019 MIP(³) | 02/26/19 | 02/26/19 | — | 562,500 | 1,002,375 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Nicolas Jafarieh | 2019 LTIP RSU | 01/28/19 | 01/14/19 | — | — | — | — | — | — | 20,718 | — | — | 224,997 | |||||||||||||||||||||||||||
| 2019 LTIP PSU | 01/28/19 | 01/14/19 | — | — | — | — | 20,718 | 31,077 | — | — | — | 224,997 | ||||||||||||||||||||||||||||
| 2019 MIP(³) | 02/26/19 | 02/26/19 | — | 425,000 | 757,350 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Name | Award Type(1) | Grant Date | Date of Board or Action | Estimated Future Payouts Under | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other | Exercise Base | Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||||||||||||||||||||||||||||||||||||
Thresh ($) | Target ($) | Maximum ($) | Thresh (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||
Jonathan W. Witter | 2022 LTIP RSU | 2/18/22 | 2/16/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 124,750 |
|
|
|
|
|
| 2,499,990 | |||||||||||||||||||||||
| 2022 LTIP PSU | 2/18/22 | 2/16/22 |
|
|
|
|
|
|
|
|
|
|
|
| 131,578 | 197,367 |
|
|
|
|
|
|
|
|
| 2,873,664 | ||||||||||||||||||||||||||
| 2022 AIP(3) | 5/18/22 | 5/18/22 |
|
|
| 1,650,000 | 3,300,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Steven J. McGarry | 2022 LTIP RSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 22,455 |
|
|
|
|
|
| 449,998 | |||||||||||||||||||||||
| 2022 LTIP PSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
| 23,684 | 35,526 |
|
|
|
|
|
|
|
|
| 517,259 | ||||||||||||||||||||||||||
| 2022 AIP(3) | 5/18/22 | 5/18/22 |
|
|
| 772,500 | 1,545,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Kerri A. | 2022 LTIP RSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 17,465 |
|
|
|
|
|
| 349,999 | |||||||||||||||||||||||
| 2022 LTIP PSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
| 18,421 | 27,632 |
|
|
|
|
|
|
|
|
| 402,315 | ||||||||||||||||||||||||||
| 2022 AIP(3) | 5/18/22 | 5/18/22 |
|
|
| 708,125 | 1,416,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Daniel P. Kennedy | 2022 LTIP RSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 22,455 |
|
|
|
|
|
| 449,998 | |||||||||||||||||||||||
| 2022 LTIP PSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
| 23,684 | 35,526 |
|
|
|
|
|
|
|
|
| 517,259 | ||||||||||||||||||||||||||
| 2022 AIP(3) | 5/18/22 | 5/18/22 |
|
|
| 611,563 | 1,223,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Donna F. | 2022 LTIP RSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,207 |
|
|
|
|
|
| 424,988 | |||||||||||||||||||||||
| 2022 LTIP PSU | 2/18/22 | 2/15/22 |
|
|
|
|
|
|
|
|
|
|
|
| 22,368 | 33,552 |
|
|
|
|
|
|
|
|
| 488,517 | ||||||||||||||||||||||||||
| 2022 AIP(3) | 5/18/22 | 5/18/22 |
|
|
| 611,563 | 1,223,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
| (1) | RSU and PSU awards are eligible to accrue dividends as Dividend Equivalent Units (“DEUs”), which vest on the same schedule as the underlying grant. |
| (2) | The grant date fair value of the RSU awards is determined by multiplying the original number of RSUs granted by the closing price of the Company’s Common Stock on the grant date. The Company did not issue fractional RSUs to account for the number between the grant date fair value and the amount approved by the |
| (3) | For Mr. |
|
2020 Proxy Statement —54 SLM CORPORATION 49
OUTSTANDING EQUITY AWARDSAT 2019 FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT 2019 FISCALYEAR-END TABLEOutstanding Equity Awards at 2022 Fiscal Year-End Table
The table below sets forth information regarding Company options and stock awards of the NEOs that were outstanding as of December 31, 2019.2022.
| Option Awards | Stock Awards | |||||||||||||||||||||||
Name | Grant Date | Number of (#) | Number of (#)(1) | Option Exercise ($) | Option Expiration Date | Number of (#)(2)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | |||||||||||||||||
Raymond J. Quinlan |
| — |
| — |
| — |
|
| — |
|
| 674,688 |
|
| 6,011,472 |
| ||||||||
Steven J. McGarry | 01/27/2011 |
| 30,000 |
| — |
| 5.2430 |
|
| 01/27/2021 |
| |||||||||||||
| — |
| — |
| — |
|
| — |
|
| 124,382 |
|
| 1,108,241 |
| |||||||||
Paul F. Thome | 01/27/2011 |
| 30,000 |
| — |
| 5.2430 |
|
| 01/27/2021 |
| |||||||||||||
| — |
| — |
| — |
|
| — |
|
| 103,433 |
|
| 921,592 |
| |||||||||
Donna F. Vieira | — |
| — |
| — |
| — |
|
| — |
|
| 41,959 |
|
| 373,859 |
| |||||||
Nicolas Jafarieh | — |
| — |
| — |
| — |
|
| — |
|
| 69,832 |
|
| 622,205 |
| |||||||
Name | Option Awards | Stock Awards | ||||||||||||||||||||||||||||
Number of (#) | Number of (#)(5) | Option Exercise ($) | Option Expiration Date | Number of (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | |||||||||||||||||||||||||
Jonathan W. Witter(4) | — | 441,501 | 17.6500 | 2/5/31 | — | — | ||||||||||||||||||||||||
| — | — | — | — | 880,274 | 14,612,548 | ||||||||||||||||||||||||
Steven J. McGarry | — | 99,337 | 17.6500 | 2/5/31 | — | — | ||||||||||||||||||||||||
| — | — | — | — | 114,207 | 1,895,813 | ||||||||||||||||||||||||
Kerri A. Palmer | — | 77,262 | 17.6500 | 2/5/31 | — | — | ||||||||||||||||||||||||
| — | — | — | — | 57,997 | 962,737 | ||||||||||||||||||||||||
Daniel P. Kennedy | — | 77,262 | 17.6500 | 2/5/31 | — | — | ||||||||||||||||||||||||
| — | — | — | — | 81,275 | 1,349,172 | ||||||||||||||||||||||||
Donna F. Vieira | — | 77,262 | 17.6500 | 2/5/31 | — | — | ||||||||||||||||||||||||
|
| — | — | — | — | 100,958 | 1,675,906 | ||||||||||||||||||||||||
| (1) |
|
The vesting dates of the NEOs’ unvested RSU awards and any underlying DEUs that were outstanding as of December 31, |
Name | Grant Date | # of RSUs Underlying | # of RSUs Vesting - Vesting Date 2023 | # of RSUs Vesting - Vesting Date | # of RSUs Vesting - Vesting Date 2025 | |||||||||||||||||||||||||||||
Jonathan W. Witter(4) | 04/20/2020 | 246,819 | 246,819-4/20 |
|
|
| ||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||
| 02/05/2021 | 45,106 | 22,552-2/5 | 22,554-2/5 |
|
| ||||||||||||||||||||||||||||
|
| 02/18/2022 |
| 128,085 | 42,694-2/18 | 42,696-2/18 | 42,695-2/18 | |||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||
Steven J. McGarry | 01/30/2020 | 9,929 | 9,929-1/30 |
|
|
| ||||||||||||||||||||||||||||
| 02/05/2021 | 9,726 | 4,862-2/5 | 4,864-2/5 |
|
| ||||||||||||||||||||||||||||
| 02/18/2022 | 22,109 | 7,369-2/18 | 7,370-2/18 | 7,370-2/18 | |||||||||||||||||||||||||||||
Kerri A. Palmer | 02/05/2021 | 7,894 | 3,947-2/5 | 3,947-2/5 |
|
| ||||||||||||||||||||||||||||
| 02/18/2022 | 17,932 | 5,976-2/18 | 5,977-2/18 | 5,979-2/18 | |||||||||||||||||||||||||||||
Daniel P. Kennedy | 01/30/2020 | 12,752 | 12,752-1/30 |
|
|
| ||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||
| 02/05/2021 | 7,894 | 3,947-2/5 | 3,947-2/5 |
|
| ||||||||||||||||||||||||||||
|
| 02/18/2022 |
| 23,055 | 7,685-2/18 | 7,685-2/18 | 7,685-2/18 | |||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||
Donna F. Vieira | 01/30/2020 | 8,768 | 8,768-1/30 |
|
|
| ||||||||||||||||||||||||||||
| 02/05/2021 | 7,894 | 3,947-2/5 | 3,947-2/5 |
|
|
|
|
| |||||||||||||||||||||||||
|
|
|
|
|
|
| ||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||
|
| 02/18/2022 |
|
| ||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||
| 21,774 |
| 7,258-2/18 |
|
| 7,258-2/18 |
| 7,258-2/18 | ||||||||||||||||||||||||||
50 SLM CORPORATION —2020 Proxy Statement2023 PROXY STATEMENT 55
OUTSTANDING EQUITY AWARDSOUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR-END TABLE
2022 FISCAL YEAR-END TABLE
The vesting dates of the NEOs’ unvested PSU awards (as measured at target) and any underlying DEUs that were outstanding as of December 31, |
Name | Grant Date | # of Performance Underlying | # of PSUs Vesting - Vesting Date 2023 | # of PSUs Vesting - Vesting Date 2024 | # of PSUs Vesting - Vesting Date 2025 | |||||||||||||||||||||||||||||||||
| 04/20/2020 | 249,413 | 249,413 – 4/20 | |||||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||||
| 02/05/2021 | 75,755 | 75,755 – 2/5 | ||||||||||||||||||||||||||||||||||||
| 02/18/2022 | 135,096 |
|
|
|
|
|
|
| 135,096 – 2/18 |
| ||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Steven J. McGarry | 01/30/2020 | 31,081 | 31,081 – 1/30 |
| ||||||||||||||||||||||||||||||||||
| 02/05/2021 | 17,045 | 17,045 – 2/5 | ||||||||||||||||||||||||||||||||||||
| 02/18/2022 | 24,317 |
|
|
|
|
|
| 24,317 – 2/18 | ||||||||||||||||||||||||||||||
Kerri A. Palmer | 02/05/2021 | 13,257 | 13,257 – 2/5 | |||||||||||||||||||||||||||||||||||
| 02/18/2022 | 18,914 |
|
|
|
|
| 18,914 – 2/18 | |||||||||||||||||||||||||||||||
Daniel P. Kennedy | 02/05/2021 | 13,257 | 13,257 – 2/5 |
| ||||||||||||||||||||||||||||||||||
| 02/18/2022 | 24,317 |
|
|
|
|
|
|
| 24,317 – 2/18 |
| |||||||||||||||||||||||||||
|
|
| ||||||||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
| ||||||||||||||||||||||||||||||||||
Donna F. Vieira | 01/30/2020 | 26,299 | 26,299 – 1/30 |
|
|
| ||||||||||||||||||||||||||||||||
| 02/05/2021 | 13,257 |
|
|
| 13,257 – 2/5 |
|
| ||||||||||||||||||||||||||||||
| 02/18/2022 | 22,966 |
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
| 22,966 – 2/18 |
| ||||||||||||||||||||||||||||
Market value of shares or units is calculated based on the closing price of the Company’s Common Stock on December 31, |
| (4) | Mr. Witter’s commencement of employment as the Chief Executive Officer occurred on April 20, 2020, resulting in a combination of awards consisting of: (i) RSUs that vest in one-third increments over a three-year period; (ii) RSUs that vest over a three-year period in increments of 40 percent/40 percent/20 percent; and (iii) PSUs that vest in February 2023. |
| (5) |
|
2020 Proxy Statement —
Name | Grant Date | Number of (#) | # of Options Vesting - Vesting Date 2023 | # of Options Vesting - Vesting Date 2024 | # of Options Vesting - Vesting Date 2025 | ||||||||||||||||||||
Jonathan W. Witter | 02/05/2021 | 441,501 | — | 441,501 - 2/5 | — | ||||||||||||||||||||
Steven J. McGarry | 02/05/2021 | 99,337 | — | 99,337 - 2/5 | — | ||||||||||||||||||||
Kerri A. Palmer | 02/05/2021 | 77,262 | — | 77,262 - 2/5 | — | ||||||||||||||||||||
Daniel P. Kennedy | 02/05/2021 | 77,262 | — | 77,262 - 2/5 | — | ||||||||||||||||||||
Donna F. Vieira | 02/05/2021 | 77,262 | — | 77,262 - 2/5 | — | ||||||||||||||||||||
56 SLM CORPORATION 51
Option Exercises and Stock Vested in 2022
OPTION EXERCISESAND STOCK VESTEDIN 2019
OPTION EXERCISES AND STOCK VESTED IN 2019
| Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | ||||||||
Raymond J. Quinlan | — | — |
| 475,816 |
|
| 5,284,472 |
| ||||
Steven J. McGarry | — | — |
| 75,526 |
|
| 838,337 |
| ||||
Paul F. Thome | — | — |
| 43,221 |
|
| 478,929 |
| ||||
Donna F. Vieira | — | — |
| — |
|
| — |
| ||||
Nicolas Jafarieh | — | — |
| 24,284 |
|
| 269,248 |
| ||||
| Option Awards | Stock Awards | |||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of | Value Realized | ||||||||||||||||
Jonathan W. Witter | — | — | 424,271 | 7,466,265 | ||||||||||||||||
Steven J. McGarry | — | — | 80,884 | 1,521,736 | ||||||||||||||||
Kerri A. Palmer | — | — | 3,843 | 76,629 | ||||||||||||||||
Daniel P. Kennedy | — | — | 29,809 | 544,024 | ||||||||||||||||
Donna F. Vieira | — | — | 26,726 | 488,516 | ||||||||||||||||
| (1) |
|
The value realized on vesting is the number of shares vested, including any accrued DEUs where applicable, multiplied by the closing market price of the Company’s Common Stock on the vesting date. |
52 SLM CORPORATION —2020 Proxy Statement2023 PROXY STATEMENT 57
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan Information
The following table summarizes information as of December 31, 2019,2022 relating to equity compensation plans or arrangements pursuant to which options, restricted stock, RSUs, PSUs, stock units, or other rights to acquire shares may be granted from time to time.
Name | Number of securities to be issued upon exercise of outstanding options and rights(1) | Weighted average exercise price of outstanding options and rights | Average remaining life (years) of options outstanding | Number of securities remaining available for future issuance under equity compensation plans | Types of awards issuable(2) | ||||||||||||||||||||||||
Equity compensation plans approved by security holders: | NQ, ISO, PSU, SAR, RES, RSU, ST | ||||||||||||||||||||||||||||
SLM Corporation 2012 Omnibus Incentive Plan | |||||||||||||||||||||||||||||
Traditional options |
| — |
| — |
| — | |||||||||||||||||||||||
Net-settled options |
| — |
| — |
| — | |||||||||||||||||||||||
RSUs/RES/PSUs |
| 5,298,006 |
| — |
| — | |||||||||||||||||||||||
Total |
| 5,298,006 |
| — |
| — |
| 17,169,838 | |||||||||||||||||||||
Employee Stock Purchase Plan(3) |
| — |
| — |
| — |
| 14,645,894 | NQ, RES | ||||||||||||||||||||
Expired Plans | NQ, ISO, RES, RSU, SU | ||||||||||||||||||||||||||||
Traditional options |
| — |
| — |
| — | |||||||||||||||||||||||
Net-settled options |
| 370,147 |
| 4.73 |
| 0.7 | |||||||||||||||||||||||
RSUs/PSUs |
| — |
| — |
| — | |||||||||||||||||||||||
Total |
| 370,147 |
| 4.73 |
| 0.7 |
| — | |||||||||||||||||||||
Total approved by security holders |
| 5,668,153 |
| 4.73 |
| 0.7 |
| 31,815,732 | |||||||||||||||||||||
Equity compensation plans not approved by security holders: | |||||||||||||||||||||||||||||
Compensation arrangements |
| — |
| — |
| — |
| — | |||||||||||||||||||||
Total not approved by security holders |
| — |
| — |
| — |
| — | |||||||||||||||||||||
Total |
| 5,668,153 |
| 4,75 |
| 0.7 |
| 31,815,732 | |||||||||||||||||||||
Name | Number of securities to be issued upon exercise of outstanding options and rights | Weighted average exercise price of outstanding options and rights | Average remaining life (years) of options outstanding | Number of securities remaining available for future issuance under equity compensation plans | Types of awards issuable(1) | |||||||||||||
Equity compensation plans approved by security holders: |
|
|
|
|
|
|
|
|
|
|
|
| NQ, ISO, PSU, SAR, RES, RSU, ST | |||||
SLM Corporation 2021 Omnibus Incentive Plan |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Traditional options | — | (2) | $ | 16.73 | 2.3 |
|
|
|
| |||||||||
Net-settled options | — | — | — |
|
|
|
| |||||||||||
RSUs/RES/PSUs | 1,831,177 | — | — |
|
|
|
| |||||||||||
Total | 1,831,177 | 16.73 | 2.3 | 18,707,336 | NQ, ISO, PSU, SAR, RES, RSU, ST | |||||||||||||
Employee Stock Purchase Plan(3) | — | — | — | 14,149,397 | Common Stock purchase right | |||||||||||||
Expired Plans |
|
|
|
|
|
|
|
|
|
|
|
| NQ, ISO, PSU, SAR, RES, RSU, ST | |||||
Traditional options | — | (4) | $ | 17.65 | 1.1 |
|
|
|
| |||||||||
Net-settled options | — | — | — |
|
|
|
| |||||||||||
RSUs/RES/PSUs | 2,497,478 | — | — |
|
|
|
| |||||||||||
Total | 2,497,478 | 17.65 | 1.1 | — |
| |||||||||||||
Total approved by security holders | 4,328,655 | 17.59 | 1.2 | 32,856,733 |
| |||||||||||||
Equity compensation plans not approved by security holders: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Compensation arrangements | — | — | — | — |
| |||||||||||||
Total not approved by security holders | — | — | — | — |
| |||||||||||||
Total | 4,328,655 | $ | 17.59 | 1.2 | 32,856,733 |
| ||||||||||||
| (1) |
|
NQ(Non-Qualified Stock Option), ISO (Incentive Stock Option), PSU (Performance Stock Unit), SAR (Stock Appreciation Rights), RES (Restricted/Performance Stock), RSU (Restricted Stock Unit), ST (Stock Awards), |
| (2) | Excludes 67,306 traditional options from this table because such traditional options are underwater and their issuance would have an anti-dilutive effect. |
| (3) | Number of shares available for issuance under the Employee Stock Purchase Plan |
2020 Proxy Statement —SLM CORPORATION 53
NON-QUALIFIED DEFERRED COMPENSATIONFOR FISCAL YEAR 2019
| (4) | Excludes 998,891 traditional options from this table because such traditional options are underwater, and their issuance would have an anti-dilutive effect. The expired plan with outstanding equity awards is the SLM Corporation 2012 Omnibus Incentive Plan, otherwise defined as the “Predecessor Plan”. |
58 SLM CORPORATION
Nonqualified Deferred Compensation for Fiscal Year 2022
NON-QUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 2019
Deferred Compensation Plan for Key Employees
The table below provides information about thenon-qualified nonqualified deferred compensation of the NEOs in 2019.2022. Under the Sallie Mae Deferred Compensation Plan for Key Employees (“DC Plan”), eligible employees may elect to defer up to 100 percent of their annual cash performance bonus and up to 85 percent of their base salary. Amounts deferred by plan participants are credited to record-keeping accounts, and participants are general creditors of the Company with regard to their accounts.
We make contributions to the DC Plan only if, and to the extent that, a participant’s deferral under this plan reduces the contribution that would have been made under ourtax-qualified defined contribution plan. No such contributions under the DC Plan were made for any NEO for 2019.2022. Participants’ accounts are credited with earnings based on the investment performance of underlying investment funds, as selected by participants. Our stock is one of the available investment options under the DC Plan. Earnings credited do not constitute “above-market” earnings as defined by the SEC. Earnings are credited daily.
Participants elect the time and form of payment of their accounts. Accounts may be distributed either in a lump sum, annual installments, or a formula acceptable to us. Accounts may also be paid while a participant is “in service” on apre-specified date, provided that the distribution date is at least two years after the date of the last deferral.
Supplemental 401(k) Savings Plan
Under the Sallie Mae Supplemental 401(k) Savings Plan (“Supplemental 401(k)”), eligible employees may elect to defer five percent of their base salary and annual bonus or up to $780,000$805,000 of total eligible pay.
We may also make matching contributions to a participant’s account. We will match a participant’s contribution after the participant completes 12 months of service. Participants are fully vested in our matching contributions at all times. Participants may elect to have their plan accounts deemed invested in the core investment funds offered under ourtax-qualified 401(k) plan, and earnings are credited to participants’ Supplemental 401(k) accounts when such amounts would have been credited under ourtax-qualified 401(k) plan. Earnings credited to the participants’ accounts do not constitute “above-market” earnings as defined by the SEC.
Participants elect the time and form of payment offrom their accounts. Accounts are paid in cash in a lump sum or by annual installments over 10 years. A participant may request an early distribution if the participant experiences a substantial, unforeseen financial hardship (as defined in the plan).
Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | |||||||||||||||||||||
Raymond J. Quinlan | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 65,161 |
| — |
| 284,783 | ||||||||||||||||
Steven J. McGarry | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 88,816 |
| — |
| 435,564 | ||||||||||||||||
DC Plan |
| — |
| — |
| 4,761 |
| — |
| 21,121 | |||||||||||||||||
Paul F. Thome | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 50,964 |
| — |
| 425,996 | ||||||||||||||||
Donna F. Vieira | — |
| — |
| — |
| — |
| — |
| — | ||||||||||||||||
Nicolas Jafarieh | — |
| — |
| — |
| — |
| — |
| — | ||||||||||||||||
Name | Plan Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | ||||||||||||||||
Jonathan W. Witter | Supplemental 401(k) | 25,000 | 25,000 | (15,174 | ) |
|
|
| 96,925 | |||||||||||||
Steven J. McGarry | Supplemental 401(k) | 25,000 | 25,000 | (165,923 | ) |
|
|
| 638,302 | |||||||||||||
| DC Plan |
|
|
|
|
|
| (6,020 | ) |
|
|
| 28,105 | |||||||||
Kerri A. Palmer | Supplemental 401(k) | 25,000 | 25,000 | (5,732 | ) |
|
|
| 44,268 | |||||||||||||
| DC Plan | 108,198 |
|
|
| (10,889 | ) |
|
|
| 97,309 | |||||||||||
Daniel P. Kennedy | Supplemental 401(k) | 25,000 | 25,000 | (94,039 | ) |
|
|
| 444,475 | |||||||||||||
Donna F. Vieira | Supplemental 401(k) | 25,000 | 25,000 | (25,544 | ) |
|
|
| 144,410 | |||||||||||||
| (1) |
|
54 SLM CORPORATION —2020 Proxy Statement2023 PROXY STATEMENT 59
Arrangements with Named Executive Officers
ARRANGEMENTSWITH NAMED EXECUTIVE OFFICERS
ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
Executive Severance Plan
Under our long-standing Executive Severance Plan for Senior Officers, in effect until April 1, 2023, (the “Severance Plan”), eligible officers who do not have an individually negotiated severance arrangement will receivereceived a lump sum cash payment equal to: (1) a multiple of base salary and an average of the last 24 months of bonus compensation; plus(2) pro-ratedprorated target bonus for the year of termination, upon the following events: (a) resignation from employment for good reason (as defined in the plan); (b) our decision to terminate an eligible officer’s employment for any reason other than for cause (as defined in the plan); (c) death or disability; or (d) upon mutual agreement of the Company and the eligible officer. The multiplier for each eligible officer position isunder the Severance Plan was as follows: CEO (x 2.0); Higherhigher than Executive Vice President (x 1.5); Executive or Senior Vice President (x 1.0). Under the Severance Plan, in no event willdid a severance payment exceed a multiple of three times an officer’s base salary and incentive bonus.
In addition to the cash severance payment, eligible officers will receivereceived subsidized medical benefits and outplacement services for 18 months (24 months for the CEO). Treatment of equity upon severance is governed by the terms of the applicable equity agreement and not the Severance Plan. All payments and benefits provided under the Severance Plan are conditioned on the participant’s continuing compliance with the terms of the Severance Plan and the participant’s execution of a release of claims, covenant not to sue, andnon-competition noncompetition andnon-solicitation nonsolicitation agreements.
On February 15, 2023, the Board of Directors approved and adopted the Amended and Restated Executive Severance Plan for Senior Officers (the “Amended and Restated Severance Plan”), effective as of April 1, 2023. Under the Amended and Restated Severance Plan, any employee of the Company and/or the Bank with a position at the level of Vice President or higher (including our NEOs) (the “Eligible Officers”) is eligible to receive severance payments and benefits in connection with the following termination events (in each case as defined in the Amended and Restated Severance Plan) (each, a “Qualifying Termination”): (i) a Termination of Employment Without Cause; (ii) a Termination of Employment For Good Reason; and (iii) a Termination of Employment By Job Abolishment. Subject to an Eligible Officer’s execution and nonrevocation of a customary release of claims and agreeing to certain restrictive covenants, an Eligible Officer who experiences a Qualifying Termination will receive the following severance payments and benefits: (a) an amount, in a lump sum payment, equal to (i) the applicable Multiplier (as described below), multiplied by (ii) the sum of (x) the Eligible Officer’s annual base salary and (y) the Eligible Officer’s target bonus opportunity for the year of termination (the “Severance Payment”); (b) outplacement services; and (c) COBRA continuation coverage for a specified period. For purposes of the Amended and Restated Severance Plan, the “Multiplier” is determined based on the Eligible Officer’s level as follows: (i) for the CEO, two (2); (ii) for an Eligible Officer with a title higher than Executive Vice President (such as Senior Executive Vice President or Vice Chairman) but not including the CEO, one and one half (1.5); (iii) for Executive Vice Presidents and Senior Vice Presidents, one (1), and (iv) for Vice Presidents, zero and three quarters (0.75). The Severance Payment will be subject to reduction in the event there is a risk element by which the Company determines that the Severance Payment must be reduced, regardless of whether the Eligible Officer was involved in the risk element. Subject to an Eligible Officer’s estate’s execution and nonrevocation of a customary release of claims, an Eligible Officer who experiences a termination of employment on account of death will receive an amount equal to the applicable Multiplier multiplied by the Eligible Officer’s annual base salary.
As of December 31, 2022, each of our NEOs was a participant in, and eligible to receive severance under, our Severance Plan. Effective as of April 1, 2023, each of our NEOs, other than Mr. McGarry due to the McGarry Retention Agreement (as defined below), participates in, and will be eligible to receive severance under, our Amended and Restated Severance Plan upon a Qualifying Termination.
60 SLM CORPORATION
ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
Change in Control Severance Plan
Under our long-standing Change in Control Severance Plan for Senior Officers (the “Change in Control Severance Plan”), if a termination of employment for reasons defined in the plan occurs within 24 months following a change in control of the Company, the participant is entitled to receive a lump sum cash payment equal to two times the sum of his or her base salary and average annual performance bonus (based on the prior two years). A participant will also be entitled to receive apro-rated prorated portion of his or her target annual performance bonus for the year in which the termination occurs, as well as continuation of medical insurance benefits for atwo-year period. Under the Change in Control Severance Plan, equity awards made before January 1, 2009 vest upon a change in control pursuant to their terms, regardless of whether the participant’s employment terminates, and equity awards granted after January 1, 2009 become vested andnon-forfeitable in connection with a change in control only if the participant’s employment is terminated or if the acquiring or surviving entity does not assume the awards. The Change in Control Severance Plan does not allow forgross-ups. All payments and benefits provided under the Change in Control Severance Plan are conditioned on the participant’s continuing compliance with the Change in Control Severance Plan and the participant’s execution of a release of claims, covenant not to sue, andnon-competition noncompetition andnon-solicitation nonsolicitation agreements.
Separation and Release Agreement with Mr. QuinlanKennedy
After a thorough review of the Company’s organizational structure and needs, as well as a comprehensive search for Mr. Quinlan’s successor, in which Mr. Quinlan participated, the Company appointed Mr. Witter as its CEO. Accordingly,On March 30, 2023, the Company and Mr. Quinlan mutually agreed uponKennedy entered into an agreement and release (the “Kennedy Agreement”) under which Mr. Quinlan’sKennedy received severance plan benefits in connection with the termination of his employment by the Company without cause effective as of the close of business on March 1, 2023. Subject to Mr. Kennedy’s execution of a release of claims, covenant not to sue, and acceptance of certain restrictive covenants, in each case as set forth in the Severance Plan, Mr. Kennedy received severance payments and benefits set forth under the Severance Plan, which include the following: (i) a lump sum cash severance payment of $1,072,850 equal to the sum of (x) Mr. Kennedy’s latest base salary of $489,250 and (y) the annualized performance bonus compensation of $583,600 calculated based on the 24-month period immediately prior his separation fromdate; (ii) a lump sum payment of $152,891 equal to his target bonus for 2023, prorated to reflect the 3 months that Mr. Kennedy was employed by the Company in 2023; and (iii) if Mr. Kennedy elected to continue his participation in the Company’s group health insurance plan under applicable COBRA regulations, the Company would pay subsidized COBRA premiums for a period of up to 12 months. Pursuant to the 2021 Plan, and the applicable award agreements, all unvested, outstanding equity awards continue to vest on their original vesting terms and dates as set forth in the applicable award agreements.
Retention Agreement with Mr. McGarry
On March 2, 2023, the Company entered into a retention agreement with Mr. McGarry (the “McGarry Retention Agreement”). Pursuant to the McGarry Retention Agreement, Mr. McGarry will remain an employee of the Company and continue to serve as the Company’s Chief Financial Officer through February 29, 2024 (the “Retention Agreement Effective Date”). During this time, he will assist with the selection of the next Chief Financial Officer and facilitate the orderly transition of the role to his successor. Mr. McGarry will retire as Chief Financial Officer and resign as an employee of the Company on April 9,the Retention Agreement Effective Date.
Effective as of March 1, 2023, Mr. McGarry’s annual base salary was increased to $700,000. Mr. McGarry’s target bonus percentage under the Company’s annual incentive plan and the determination of the target amounts under the Company’s LTIP remained the same. If Mr. McGarry remains employed by the Company through the Retention Agreement Effective Date, he will receive a cash retention bonus of $1.75 million (the “Retention Bonus”); provided that such Retention Bonus will also be subject to a determination by the Compensation Committee that Mr. McGarry has (i) adequately performed his duties to the Company during his tenure, (ii) satisfactorily participated in the development of his successor as Chief Financial Officer of the Company and (iii) reasonably assisted in the transition of his duties and responsibilities to such successor. The payment of the Retention Bonus is also subject to Mr. McGarry’s execution and nonrevocation of a release of claims in connection with his execution of the Retention Agreement, his reaffirmation of such release of claims on or immediately following the Retention Agreement Effective Date, and his continued compliance with any restrictive covenants, including those set forth in the aforementioned release. Mr. McGarry further agreed that, upon his resignation on the Effective Date, he would not be entitled to any payments or benefits, including any severance under the Amended and Restated Severance Plan. In the event that Mr. McGarry experiences a termination of employment by the Company other than a Termination of Employment For Cause (as such term is defined in the Amended and Restated Severance Plan), then Mr. McGarry will be entitled to payment of the Retention Bonus.
2023 PROXY STATEMENT 61
ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
Offer Letter with Ms. Palmer
On January 7, 2021, the Company and Ms. Palmer entered into a letter agreement (the “Palmer Offer Letter”) pursuant to her commencement of employment as the Company’s Chief Risk and Compliance Officer on January 19, 2021. Pursuant to the Palmer Offer Letter, Ms. Palmer’s annual base salary was established at $550,000 and she was eligible to receive a target annual bonus set at 125 percent of her base salary and participate in the Company’s compensation and benefit plans. In addition, Ms. Palmer received a $700,000 equity grant in February 2021, subject to the terms and vesting conditions of the Company’s 2021 LTIP. Also, starting in 2022, Ms. Palmer was eligible to receive an equity grant based on the full year target level reward for her position, which was $550,000.
Offer Letter with Mr. Witter
On March 4, 2020, the Company and Mr. QuinlanWitter entered into ana letter agreement in connection with his separation from(the “Witter Offer Letter”) regarding Mr. Witter’s commencement as the Company pursuantCompany’s Chief Executive Officer. Pursuant to the Witter Offer Letter, Mr. Witter had an annual base salary of $950,000 and participated in the Company’s compensation and benefit plans. Pursuant to the Company’s 2020 LTIP, Mr. Witter received an equity grant on his start date based on the full-year target level award for his position, which for 2020 was $3,250,000, with the same terms and conditions as such grants made to the Company’s other executive officers in 2020. In addition, Mr. Witter received a sign-on equity grant equal to the value of his existing equity awards from his prior employer that were outstanding, unvested, and subject to forfeiture (excluding any awards he received from his prior employer in 2020), with such value based on the average closing price of his prior employer’s common stock for the 20-day trailing period ending on March 4, 2020, and the number of the Severance Plan described above, as appliedCompany’s shares underlying the RSUs based on the average closing price of the Company’s Common Stock for the 20-day trailing period ending on April 20, 2020. To the extent any such outstanding equity awards from his prior employer were not forfeited, Mr. Witter would forfeit the number of the Company’s RSUs that hold an equivalent value to an executive officer whose separation from the Company was mutually agreed upon. Under the separation and release agreement, which contains a customary release of claims againstequity awards that were permitted to vest.
Offer Letter with Ms. Vieira
On September 13, 2018, the Company and restrictive covenantsMs. Vieira entered into a letter agreement (the “Vieira Offer Letter”) pursuant to her commencement of employment as the Company’s Chief Marketing Officer on January 14, 2019. Pursuant to the Vieira Offer Letter, Ms. Vieira’s annual base salary was established at $450,000, and she was eligible to receive a target annual bonus set at 125 percent of her base salary and participate in favorthe Company’s compensation and benefit plans. In addition, pursuant to her commencement of employment with the Company, includingMs. Vieira received a24-month noncompetitionone-time cash sign-on bonus of $550,000 and nonsolicitation covenant, Mr. Quinlan agreed to: (i) resign as CEO effective asan equity grant of April 19, 2020; (ii) no longer serve as a director or Chairman$450,000 in the form of RSUs that fully vested on January 28, 2022. Also, starting in 2020, Ms. Vieira became eligible to receive an equity grant based on the Board of Directors immediately following the Annual Meeting; and (iii) serve as a consultantfull-year target level reward for the Company through December 31, 2020. In consideration and following the Annual Meeting, Mr. Quinlan will be entitled to payments pursuant to the Severance Plan. In addition, in appreciation of Mr. Quinlan’s efforts in connection with the Company’s transition to a new CEO, the Company granted Mr. Quinlan a transition bonus. Mr. Quinlan will also be remunerated for his services as a consultant in order to leverage Mr. Quinlan’s deep expertise in and experience with the Company’s business and its stakeholders.her position, which was $450,000 at that time.
2020 Proxy Statement —62 SLM CORPORATION 55
POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEIN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLPotential Payments Upon Termination or Change in Control
The table below reflects the amount of compensation that would have been payable to Mr. Quinlan,Witter, Mr. McGarry, Ms. Palmer, Mr. Thome,Kennedy, and Ms. Vieira and Mr. Jafarieh on December 31, 2019,2022, if such individual’s employment had terminated on that date, given the individual’s compensation and service levels as of December 31, 2019.2022. The values reported in the table below with respect to equity vesting are based on the Company’s closing stock price on December 31, 20192022 of $8.91$16.60 per share.
The following severance arrangements were effective for Mr. Quinlan,Witter, Mr. McGarry, Ms. Palmer, Mr. Thome,Kennedy, and Ms. Vieira and Mr. Jafarieh on December 31, 2019:2022: (i) the Severance Plan; (ii) the Change in Control Severance Plan; and (iii) equity acceleration and settlement provisions contained in awards issued pursuant to the 20122021 Plan and predecessor equity plans. The table below does not reflect the separation and release agreement with Mr. Quinlan, which was not in effect in 2019. Information relating to the separation and release agreement is contained in the Section titled “Arrangements with Named Executive Officers.”
56 SLM CORPORATION —2020 Proxy Statement2023 PROXY STATEMENT 63
Potential Payments Upon Termination or Change in Control Table
POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEIN CONTROL TABLE
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
Change in ($) | Change in Control with Termination without Cause or for Good Reason(2) ($) |
Termination | Termination by the Company with Cause(4) ($) | Termination by the Executive upon Retirement(5) ($) | Termination by Death or Disability(6) ($) | |||||||||||||||||||||||||
Raymond J. Quinlan | ||||||||||||||||||||||||||||||
Equity Vesting | — | 6,640,787 | 6,640,787 | — | 6,640,787 | 6,640,787 | ||||||||||||||||||||||||
Cash Severance | — | 5,978,040 | 5,018,123 | — | — | 5,018,123 | ||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 23,438 | 38,438 | — | — | 38,438 | ||||||||||||||||||||||||
Total
| — | 12,642,265 | 11,697,348 | — | 6,640,787 | 11,697,348 | ||||||||||||||||||||||||
Steven J. McGarry | ||||||||||||||||||||||||||||||
Equity Vesting | — | 1,548,883 | 1,548,883 | — | 1,548,883 | 1,548,883 | ||||||||||||||||||||||||
Cash Severance | — | 3,214,000 | 1,346,375 | — | — | 1,346,375 | ||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 32,551 | 39,414 | — | — | 39,414 | ||||||||||||||||||||||||
Total
| — | 4,795,434 | 2,934,672 | — | 1,548,883 | 2,934,672 | ||||||||||||||||||||||||
Paul F. Thome | ||||||||||||||||||||||||||||||
Equity Vesting | — | 1,274,264 | 1,274,264 | — | 1,274,264 | 1,274,264 | ||||||||||||||||||||||||
Cash Severance | — | 2,571,750 | 1,069,980 | — | — | 1,069,980 | ||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 23,438 | 32,578 | — | — | 32,578 | ||||||||||||||||||||||||
Total
| — | 3,869,452 | 2,376,8222 | — | 1,274,264 | 2,376,822 | ||||||||||||||||||||||||
Donna F. Vieira | ||||||||||||||||||||||||||||||
Equity Vesting | — | 373,859 | 373,859 | — | — | 373,859 | ||||||||||||||||||||||||
Cash Severance | — | 2,571,750 | 1,008,563 | — | — | 1,008,563 | ||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 33,221 | 39,916 | — | — | 39,916 | ||||||||||||||||||||||||
Total
| — | 2,978,830 | 1,422,338 | — | — | 1,422,338 | ||||||||||||||||||||||||
Nicolas Jafarieh | ||||||||||||||||||||||||||||||
Equity Vesting | — | 731,486 | 731,486 | — | — | 731,486 | ||||||||||||||||||||||||
Cash Severance | — | 2,113,100 | 906,738 | — | — | 906,738 | ||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 35,977 | 41,983 | — | — | 41,983 | ||||||||||||||||||||||||
Total
| — | 2,880,563 | 1,680,207 | — | — | 1,680,207 | ||||||||||||||||||||||||
Change in ($) | Change in Control with Termination without Cause or for Good Reason(2) ($) | Termination by the Company without Cause or by the Executive for Good Reason(3)(4) ($) | Termination by the Company with Cause(5) ($) | Termination by the Executive upon Retirement(6) ($) | Termination by Death or Disability(4)(7) ($) | |||||||||||||||||||||||||
Jonathan W. Witter | ||||||||||||||||||||||||||||||
Equity | — | 14,612,548 | 14,612,548 | 14,612,548 | ||||||||||||||||||||||||||
Cash | — | 7,040,000 | 5,329,750 | 5,329,750 | ||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 36,110 | 51,110 | 51,110 | ||||||||||||||||||||||||||
Total | — | 21,688,658 | 19,993,408 |
|
|
|
|
|
| 19,993,408 | ||||||||||||||||||||
Steven J. McGarry | ||||||||||||||||||||||||||||||
Equity | — | 1,895,813 | 1,895,813 | 1,895,813 | 1,895,813 | |||||||||||||||||||||||||
Cash | — | 3,527,750 | 1,331,938 | 772,500 | 1,331,938 | |||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 35,163 | 41,373 | 41,373 | ||||||||||||||||||||||||||
Total | — | 5,458,726 | 3,269,124 |
|
|
| 2,668,313 | 3,269,124 | ||||||||||||||||||||||
Kerri A. Palmer | ||||||||||||||||||||||||||||||
Equity | — | 962,737 | 962,737 | 962,737 | ||||||||||||||||||||||||||
Cash | — | 3,823,875 | 1,426,781 | 1,426,781 | ||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 26,073 | 34,555 | 34,555 | ||||||||||||||||||||||||||
Total | — | 4,812,685 | 2,424,073 |
|
|
|
|
|
| 2,424,073 | ||||||||||||||||||||
Daniel P. Kennedy(8) | ||||||||||||||||||||||||||||||
Equity | — | 1,349,172 | 1,349,172 | 1,349,172 | ||||||||||||||||||||||||||
Cash | — | 2,690,875 | 1,083,875 | 1,083,875 | ||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 25,713 | 34,285 | 34,285 | ||||||||||||||||||||||||||
Total | — | 4,065,760 | 2,467,332 |
|
|
|
|
|
| 2,467,332 | ||||||||||||||||||||
Donna F. Vieira | ||||||||||||||||||||||||||||||
Equity | — | 1,675,906 | 1,675,906 | 1,675,906 | ||||||||||||||||||||||||||
Cash | — | 3,057,813 | 1,153,109 | 1,153,109 | ||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 36,110 | 42,083 | 42,083 | ||||||||||||||||||||||||||
Total | — | 4,769,829 | 2,871,098 |
|
|
|
|
|
| 2,871,098 | ||||||||||||||||||||
| (1) | For Equity Vesting—Assumes all equity awards are assumed by the surviving/acquiring company in a change in control. |
| (2) | For Equity Vesting—Amounts shown are the value of RSU awards (including all |
| (3) | For Equity Vesting—Upon termination, these awards generally continue to vest based on their original vesting terms. For Medical Insurance/Outplacement—Consists of the Company’s estimated portion of the cost of health care benefits for 18 months (24 months in Mr. |
| (4) | Effective as of April 1, 2023, each of our NEOs will participate in the Amended and Restated Severance Plan. Benefits set forth herein are provided under the Severance Plan, as described above, which was in effect on December 31, 2022. |
| (5) | For Equity Vesting—Vested and unvested equity awards forfeit upon a termination for cause (as defined in the |
64 SLM CORPORATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
For Equity Vesting— |
For Equity Vesting—Unvested equity awards accelerate upon termination by death or disability (as defined in the |
| (8) | On March 1, 2023, Mr. Kennedy’s employment with the Company was terminated without cause. Pursuant to the Kennedy Agreement, Mr. Kennedy received severance payments and benefits set forth in the Severance Plan consisting of the following: (i) a lump sum cash severance payment of $1,072,850 equal to the sum of (x) Mr. Kennedy’s latest base salary of $489,250 and (y) the annualized performance bonus compensation of $583,600 calculated based on the 24-month period immediately prior his separation date; (ii) a lump sum payment of $152,891 equal to his target bonus for 2023, prorated to reflect the 3 months that Mr. Kennedy was employed by the Company in 2023; and (iii) if Mr. Kennedy elected to continue his participation in the Company’s group health insurance plan under applicable COBRA regulations, the Company would pay subsidized COBRA premiums for a period of up to 12 months. Pursuant to the 2021 Plan, and the applicable award agreements, all unvested, outstanding equity awards continue to vest on their original vesting terms and dates as set forth in the applicable award agreements. |
2020 Proxy Statement —SLM CORPORATION 572023 PROXY STATEMENT 65
2022 Pay Ratio Disclosure
2019 PAY RATIO DISCLOSURE
In accordance with the requirements of Section 953(b) of Dodd-Frank and Item 402(u) of Regulation S-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2022: • the median of the annual total compensation of all our employees (except our CEO) was $102,318; • the annual total compensation of our CEO was $7,809,136; and • the ratio of these two amounts was 76 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. |
Pay Ratio
In accordance with the requirements of Section 953(b) of Dodd-Frank and Item 402(u) of RegulationS-K (which we collectively refer to as the “Pay Ratio Rule”), we are providing the following estimated information for 2019:
the median of the annual total compensation of all our employees (except our former CEO) was $72,550;
the annual total compensation of our former CEO was $6,062,247; and
the ratio of these two amounts was 84 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule.
Our former CEO, Mr. Quinlan, served as our CEO through April 19, 2020.
SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.
Methodology for Identifying Ourour “Median Employee”
Pursuant to the SEC Rules, a company must identify its “median employee” once every three years, unless there has been a change in its employee population or employee compensation arrangements such that the company reasonably believes the change would result in a significant change in the CEO pay ratio. After a detailed review, we determined that it is appropriate to use the same median employee for the third year in a row, identified at December 31, 2020 because there have not been changes to our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in the CEO pay ratio. For your reference, we have provided the methodology below that was used last year to identify our “median employee.”
Employee Population
To identify the median of the annual total compensation of all of our employees (other than our former CEO), we first identified our total employee population from which we determined our “median employee.” We determined that, as of December 31, 2019,2020, our employee population consisted of approximately 1,9001,600 individuals (as reported in Item 1,Business, in our 20192020 Form10-K). Our employee population consisted of our workforce of full-time, part-time, seasonal, and temporary employees.
We selected December 31, 2019,2020, which is within the last three months of 2019,2020, as the date upon which we would identify the “median employee” because we wanted to measure the median employee’s compensation on the same date our former CEO’s pay is calculated.
Determining our Median Employee
To identify our “median employee” from our total employee population, we compared the amount of base pay and bonus (base pay included all wages paid during the year, plus any equivalent paid time off, including but not limited to leave pay, military pay, volunteer pay and holiday pay, and the bonus calculation included any performance-based incentive payment). We identified our “median employee” using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make anycost-of-living adjustments in identifying our “median employee.”
Our Median Employee
Using the methodologies described above, we determined that our “median employee” was a full-time, salaried employee located in the United States who provides support in our operations business.
66 SLM CORPORATION
2022 PAY RATIO DISCLOSURE
Determination of Annual Total Compensation of our “Median Employee” and our Former CEO
Once we identified our “median employee,” we then calculated such employee’s annual total compensation for 20192022 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 20192022 (as set forth in the 20192022 Summary Compensation Table on page 4752 of this proxy statement), adjusted to include the cost to the Company in 20192022 of specified employee benefits that are provided on anon-discriminatory nondiscriminatory basis, including employee assistance benefits (including tuition reimbursements and participation in a medical and wellness assistance program).
Our former CEO’s annual total compensation for 20192022 for purposes of the CEO Pay Ratio Rule is equal to the amount reported in the “Total” column in the 20192022 Summary Compensation Table, adjusted, to the extent applicable, in a similar manner as the annual total compensation of our “median employee.”
58 2023 PROXY STATEMENT 67
Value of Initial Fixed $100 Investment Based on: | ||||||||||||||||||||||||||||||
Fiscal Year (a) | SCT Total for CEO 1 (b) 1 | CAP to CEO 1 (c) 2 | SCT Total for CEO 2 (d) 3 | CAP to CEO 2 (e) 2 | Average SCT Total for other NEOs (f) 4 | Average CAP to Other NEOs (g) 2 | TSR (h) 5 | Peer Group TSR (i) 5 | Net Income ($ in mil- lions) (j) | Company- Selected Measure: Relative TSR (k) 6 | ||||||||||||||||||||
| 2022 | $0 | $0 | $7,809,136 | $3,242,518 | $2,144,103 | $1,683,781 | $195.73 | $110.91 | $469.0 | 43rd percentile | ||||||||||||||||||||
| 2021 | $0 | $0 | $7,047,062 | $19,612,482 | $2,067,229 | $2,891,752 | $226.14 | $137.67 | $1,160.5 | 89th percentile | ||||||||||||||||||||
| 2020 | $9,819,626 | $13,432,081 | $11,106,257 | $18,521,966 | $1,993,290 | $2,430,458 | $140.90 | $100.83 | $880.7 | 98th percentile | ||||||||||||||||||||
| 1 | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Quinlan (our CEO until April 20, 2020) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 52 of our proxy statement filed with the SEC on April 22, 2021. |
| 2 | The dollar amounts reported in columns (c), (e), and (g) represent the amount of “compensation actually paid” (otherwise known as CAP), adjusted as follow in the table below, as determined in accordance with SEC rules. None of the equity awards held by our NEOs were forfeited during the preceding three years; therefore, no amounts are reported for forfeited awards. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included in the table below. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below. |
Fiscal Year | Executives | SCT (a) | Grant Date Fair Value of Stock Awards Reported in SCT (b) | Year End Fair Value of New Awards (i) | Change in Fair Value of Outstanding Unvested Awards from Prior Years (ii) | Change in Fair Value of Awards from Prior Years that Vested (iii) | Total Equity CAP (c)=(i)+(ii)+(iii) | CAP (d) =(a)-(b)+(c) | ||||||||
| 2022 | CEO 1 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||
| CEO 2 | $7,809,136 | $5,373,654 | $4,496,776 | ($2,877,215) | ($812,525) | $807,036 | $3,242,518 | |||||||||
| Other NEOs | $2,144,103 | $900,083 | $749,279 | ($284,324) | ($25,193) | $439,762 | $1,683,781 | |||||||||
| 2021 | CEO 1 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||
| CEO 2 | $7,047,062 | $4,223,345 | $5,721,809 | $8,549,142 | $2,517,814 | $16,788,765 | $19,612,482 | |||||||||
| Other NEOs | $2,067,229 | $791,863 | $1,069,779 | $514,876 | $31,731 | $1,616,386 | $2,891,752 | |||||||||
| 2020 | CEO 1 | $9,819,626 | $3,487,623 | $3,957,718 | $2,199,774 | $942,586 | $7,100,078 | $13,432,081 | ||||||||
| CEO 2 | $11,106,257 | $8,824,635 | $16,240,344 | $0 | $0 | $16,240,344 | $18,521,966 | |||||||||
| Other NEOs | $1,993,290 | $569,479 | $649,801 | $248,107 | $108,739 | $1,006,647 | $2,430,458 | |||||||||
| (a) | The dollar amounts reported in the Summary Compensation Table for the applicabl e year. |
| (b) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
| (c) | The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following: |
| (i) | the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; |
| (ii) | the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; |
| (iii) | for awards that vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year. |
| While the equity awards disclosed in the Summary Compensation Table are based on the grant date fair values computed in accordance with FASB ASC Topic 718, the equity award values disclosed pursuant to CAP in the table above are calculated in the following manner: |
| (d) | “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. |
| 3 | The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Witter (our CEO from April 20, 2020 to present) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 52 of this proxy statement. |
| 4 | The dollar amounts reported in column (f) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 52 of this proxy statement. For each of 2020, 2021 and 2022, the other NEOs were: |
| 2022 | Steven J McGarry, Kerri Palmer, Donna Vieira, Daniel Kennedy | |
| 2021 | Steven J McGarry, Kerri Palmer, Donna Vieira, Daniel Kennedy | |
| 2020 | Steven J McGarry, Paul Thome, Donna Vieira, Daniel Kennedy | |
| 5 | TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P Super Composite Consumer Finance Sub Industry Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
| 6 | Our Company-Selected Measure is Relative TSR consistent with the peer group used in the PSU metric under our annual Long Term Incentive Program. For illustrative purposes, calculations within this column are based on 1-year measurements (as opposed to the3-year relative TSR performance period regarding the Company’s PSUs). For purposes of relative TSR, the peer group used in the PSU metric under our annual Long-Term Incentive Program consists of: (i) the S&P Super Composite Consumer Finance Sub Industry Index and (ii) the S&P 400 Regional BankSub-Industry Inde x. |
Most Important Performance Measures |
Relative TSR |
Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share |
Private Education Loan Originations |
Operating Expenses |
Net Charge-Offs |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATIONDirector Compensation
Our directors’director compensation program is designed to reasonably compensate ournon-employee directors for work required for a company of our size and to align the directors’ interests with that of our stockholders. The NGCCompensation Committee reviews the compensation level of ournon-employee directors on an annual basis and makes recommendations to the Board of Directors.
2019 DIRECTOR COMPENSATION TABLE2022 Director Compensation Table
The following table provides summary information for the year ended December 31, 2019,2022, relating to compensation paid to or accrued by us on behalf of ournon-employee directors who served in this capacity during 2019.2022.
Name |
Fees | Stock Awards ($)(2) | Option ($)(3) | All Other ($)(4) | Total($) | ||||||||||||||||||||
Paul G. Child | 122,500 | 99,999 | — | 14 | 222,513 | ||||||||||||||||||||
Mary Carter Warren Franke | 95,000 | 99,999 | — | 21 | 195,020 | ||||||||||||||||||||
Earl A. Goode | 100,000 | 99,999 | — | 11 | 200,010 | ||||||||||||||||||||
Marianne M. Keler | 102,500 | 99,999 | — | 21 | 202,520 | ||||||||||||||||||||
Mark L. Lavelle(5) | 65,000 | 99,999 | — | 16 | 165,015 | ||||||||||||||||||||
Jim Matheson | 90,000 | 99,999 | — | 21 | 190,020 | ||||||||||||||||||||
Jed H. Pitcher(6) | 52,500 | — | — | 6 | 52,506 | ||||||||||||||||||||
Frank C. Puleo | 105,000 | 99,999 | — | 14 | 205,013 | ||||||||||||||||||||
Vivian C. Schneck-Last | 95,000 | 99,999 | — | 21 | 195,020 | ||||||||||||||||||||
William N. Shiebler | 105,000 | 99,999 | — | 11 | 205,010 | ||||||||||||||||||||
Robert S. Strong | 95,000 | 99,999 | — | 14 | 195,013 | ||||||||||||||||||||
Kirsten O. Wolberg | 90,000 | 99,999 | — | 21 | 190,020 | ||||||||||||||||||||
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) (3) | Option ($)(4) | All Other ($)(5) | Total($) | |||||||||||||||||||||||||
R. Scott Blackley | 11,875 |
|
|
| — |
|
|
| 2 | 11,877 | ||||||||||||||||||||
Paul G. Child | 110,000 |
|
|
| 124,985 |
|
|
| 21 | 235,006 | ||||||||||||||||||||
Mary Carter Warren Franke | 218,333 |
|
|
| 124,985 |
|
|
| 21 | 343,339 | ||||||||||||||||||||
Marianne M. Keler | 105,000 |
|
|
| 124,985 |
|
|
| 21 | 230,006 | ||||||||||||||||||||
Mark L. Lavelle | 15,000 |
|
|
| 211,619 |
|
|
| 21 | 226,640 | ||||||||||||||||||||
Ted Manvitz | 12,500 |
|
|
| 208,287 |
|
|
| 21 | 220,808 | ||||||||||||||||||||
Jim Matheson | 60,000 |
|
|
| 159,971 |
|
|
| 21 | 219,992 | ||||||||||||||||||||
Frank C. Puleo | 27,500 |
|
|
| 17,498 |
|
|
| 50,011 | (6) | 95,009 | |||||||||||||||||||
Samuel T. Ramsey | 80,000 |
|
|
| 124,985 |
|
|
| 21 | 205,006 | ||||||||||||||||||||
Vivian C. Schneck-Last | 100,000 |
|
|
| 124,985 |
|
|
| 21 | 225,006 | ||||||||||||||||||||
Robert S. Strong | 65,000 |
|
|
| 159,971 |
|
|
| 21 | 224,992 | ||||||||||||||||||||
Kirsten O. Wolberg | 90,833 |
|
|
| 124,985 |
|
|
| 21 | 215,839 | ||||||||||||||||||||
| (1) | Director fees are paid quarterly in arrears. |
| (2) | Thenon-employee directors elected to our Board of Directors at the |
72 SLM CORPORATION
2022 DIRECTOR COMPENSATION
| (3) | Stock Awards outstanding as of December 31, 2022 for each director consisted of restricted stock awards (including DEUs), as follows: R. Scott Blackley – 0; Paul G. Child – 8,081; Mary Carter Warren Franke – 8,081; Marianne M. Keler – 8,081; Mark L. Lavelle – 8,081; Ted Manvitz – 8,081; Jim Matheson – 8,081; Frank C. Puleo – 0; Samuel T. Ramsey –8,081; Vivian C. Schneck-Last – 8,081; Robert S. Strong – 8,081; Kirsten O. Wolberg – 8,081. |
We did not grant any stock options to thenon-employee directors during |
Includes annual premiums paid by us to provide a life insurance benefit of $50,000. |
|
| (6) | In connection with Mr. |
2020 Proxy Statement —SLM CORPORATION 59
2019 DIRECTOR COMPENSATION TABLE
Director Compensation Elements
The following table highlights the material elements of our 20192022 director compensation program:
Membership/ | Annual Cash Retainer | |||||||
Board of Directors Retainer | $ | 70,000 | ||||||
| ||||||||
| $ | 125,000 | ||||||
Committee Chair Retainer | ||||||||
• Audit Committee | $ | 30,000 | ||||||
• Nominations and Governance | $ | 20,000 | ||||||
• Compensation Committee | $ | 25,000 | ||||||
• Financial Risk Committee | $ | 20,000 | ||||||
• Operational and Compliance Risk Committee | $ | 20,000 | ||||||
| ||||||||
Committee Membership Retainer | ||||||||
• Audit Committee | $ | 15,000 | ||||||
• Nominations and Governance | $ | 10,000 | ||||||
• Compensation Committee | $ | 12,500 | ||||||
• Financial Risk Committee | $ | 10,000 | ||||||
• Operational and Compliance Risk Committee | $ | 10,000 | ||||||
| Certain directors elected to receive shares of Common Stock in lieu of cash pertaining to the Board of Directors’ quarterly cash retainer under the 2021-2022 director compensation program. In the 2022-2023 director compensation program, certain directors elected to receive shares of Common Stock in lieu of cash pertaining to their quarterly cash retainer and respective committee fees. |
In addition to the Committeescommittees above, some of ournon-employee directors are also members of our Preferred Stock Committee. No fees were paid in 20192022 in connection with this Committee.committee.
In addition to the cash retainers set forth above, ournon-employee directors each received $100,000$125,000 in restricted stock awards, which resulted in a grant date fair value of $99,999.$124,985. These restricted stock awards will vest and become transferable upon the Company’s 20202023 Annual Meeting. These awards will be forfeited if the grantee ceases to be a member of the Board of Directors prior to the vesting event for any reason other than death, disability, or change of control.
We reimburse directors for anyout-of-pocket expenses incurred in connection with service as a director.
Directors’Director compensation is determined by the Board of Directors, and the NGCCompensation Committee makes recommendations to the Board of Directors based on periodic benchmarking assessments and advice received from the NGCCompensation Committee’s independent compensation consultant. In making recommendations to the Board of Directors, the NGCCompensation Committee considers the competitive positioning of the aggregate and individual components of compensation, as well as the mix of pay and structure versus both direct competitors and other comparable companies. The NGCCompensation Committee also considers the unique skill set required to serve on our Board of Directors and the time commitment associated with preparation for and attendance at meetings of the Board of Directors and its committees as well as external commitments, such as engagement with our stockholders and regulators.
2023 PROXY STATEMENT 73
2022 DIRECTOR COMPENSATION
Stock Ownership Guidelines
We maintain stock ownership guidelines for ournon-employee directors. Under our stock ownership guidelines, each director is expected, within five years of initial election to the Board of Directors, to own Common Stock with a value equivalent to four times his or her annual cash retainer for serving on our Board of Directors. As of December 31, 2019,2022, all then currentthen-current directors were in compliance with our stock ownership guidelines or are expected to achieve compliance within the applicable five-year period.
Other Compensation
We providenon-employee directors with company-paidCompany-paid business travel accident insurance.insurance, as well as annual premiums paid by us to provide a life insurance benefit.
Deferred Compensation Plan
Under our Deferred Compensation Plan for Directors (“Director Deferral Plan”),non-employee directors may elect annually to defer receipt of all or a percentage of their annual retainer. Deferrals are credited with earnings based on the performance of certain investment funds selected by the participant. Deferrals are fully vested at all times and are payable in cash (in lump sum or in installments at the election of the director) or Company stock upon termination of the director’s service on the Board of Directors (except for hardship withdrawals in limited circumstances). During 2019,2022, none of thenon-employee directors actively participated in the Director Deferral Plan.
60 74 SLM CORPORATION —2020 Proxy Statement
Other Matters
OTHER MATTERS
Other Matters for the 20202023 Annual Meeting
As of the date of this proxy statement, there are no matters the Board of Directors intends to present for a vote at the Annual Meeting other than the business items discussed in this proxy statement. In addition, Sallie Mae has not been notified of any other business proposed to be presented at the Annual Meeting. If other matters now unknown to the Board of Directors come before the Annual Meeting, the proxy given by a stockholder electronically, telephonically, or on a proxy card gives discretionary authority to the persons named by Sallie Mae to serve as proxies to vote such stockholder’s shares on any such matters in accordance with their best judgment.
Stockholder Proposals for the 20212024 Annual Meeting
A stockholder who intends to introduce a proposal for consideration at Sallie Mae’s 20212024 annual meeting may seek to have that proposal and a statement in support of the proposal included in the Company’s 20212024 proxy statement if the proposal relates to a subject that is permitted under Rule14a-8 of the Exchange Act (“Rule14a-8”). To be considered for inclusion, the proposal and supporting statement must be received by the Company no later than January 5, 2021,2024 at the office of the Corporate Secretary at the Company’s principal executive offices, located at 300 Continental Drive, Newark, Delaware 19713, and must satisfy the other requirements of Rule14a-8. The submission of a stockholder proposal does not guarantee it will be included in Sallie Mae’s 20212024 proxy statement.
Sallie Mae’sBy-Laws provide that a stockholder may otherwise propose business for consideration or nominate persons for election to the Board of Directors, in compliance with federal proxy rules, applicable state law and other legal requirements, and without seeking to have the proposal included in our proxy statement pursuant to Rule14a-8. Sallie Mae’sBy-Laws provide that any such proposals or nominations and any nominations to be included in Sallie Mae’s proxy statement pursuant to proxy access provisions of our By-Lawsfor our 20212024 annual meeting must be received by it not earlier than the close of business on February 18, 2021,21, 2024, nor later than the close of business on March 20, 2021. Any such notice22, 2024. All notices must satisfy the other requirements in Sallie Mae’sBy-Laws applicable to such proposals, nominations, and nominations.proxy access. If a stockholder fails to meet these deadlines or fails to comply with the requirements of Rule14a-4(c) under the Exchange Act, Sallie Mae may, in certain circumstances exercise discretionary voting authority under proxies it solicits to vote on any such proposal.
In addition to complying with the advance notice provisions of our By-Laws, stockholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must also comply with the additional requirements of Rule 14a-19, which requires, among other things, that a stockholder provide notice that includes certain information, which notice must be received by the Company’s Corporate Secretary no later than April 21, 2024, which is 60 calendar days prior to the anniversary of this year’s meeting date.
Solicitation Costs
All expenses in connection with the solicitation of proxies for the Annual Meeting will be paid by us. In addition, officers, directors, regular employees, or other agents of Sallie Mae may solicit proxies by telephone, telefax, personal calls, or other electronic means. We will request banks, brokers, custodians, and other nominees in whose names shares are registered to furnish to the beneficial owners of Sallie Mae’s Common Stock Notices of Availability of the materials related to the Annual Meeting, and including, if so requested by the beneficial owners, paper copies of the 20192022 Form10-K, this proxy statement, and the proxy card and, upon request, we will reimburse such registered holders for theirout-of-pocket and reasonable expenses in connection therewith.
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding stock but sharing the same address, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain registered stockholders who have the same address and last name, and who do not
2023 PROXY STATEMENT 75
OTHER MATTERS
participate in electronic delivery of proxy materials, will receive one copy of the Notice of Availability and, as applicable, any additional proxy materials that are delivered until such time as one or more of these stockholders notifies us that they want to receive separate copies. We hereby undertake to deliver promptly, upon written or oral request, a separate copy of the Notice of Availability or proxy materials, as the case may be, to a stockholder at a shared address to which a single copy of the document(s) was delivered. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.
If you are a registered stockholder and would like to have separate copies of the Notice of Availability or proxy materials mailed to you in the future, or you would like to have a single copy of the Notice of Availability or proxy materials mailed to you in the future, you must submit a request in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or by calling1-866-540-7095. If you are a beneficial stockholder, please contact your bank or broker to opt in or out of householding.
However, please note that if you want to receive a separate proxy card or vote instruction form or other proxy materials for purposes of this year’s Annual Meeting, you should follow the instructions included in the Notice of Availability that was sent to you and we will deliver, promptly upon written or oral request, separate copies of the proxy materials for this year’s Annual Meeting.
2020 Proxy Statement —76 SLM CORPORATION 61
Questions and Answers About the Annual Meeting and Voting
QUESTIONSAND ANSWERS ABOUTTHE ANNUAL MEETINGAND VOTING
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Who may vote?Only stockholders who owned shares of our Common Stock, par value $.20 per share, at the close of business on April 21, 2020,2023, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Sallie Mae’s Common Stock is listed on the NASDAQ under the symbol “SLM.” On April 21, 2020, 375,096,4582023, 242,378,966 shares of Common Stock were outstanding and eligible to be voted.
Why did I receive a “Notice Regarding the Availability of Proxy Materials”? We are furnishing proxy materials to our stockholders primarily via the Internet, instead of mailing printed copies of those materials to each stockholder. By doing so, we save costs and reduce the environmental impact of the Annual Meeting. On or about May 5, 2020,4, 2023, we mailedmail a Notice ofRegarding the Availability of Proxy Materials (“Notice of Availability”) to the Company’s stockholders. The Notice of Availability contains instructions on how to access our proxy materials and vote online or vote by telephone. The Notice of Availability also contains a16-digit control number that you will need to vote your shares. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via ane-mail email that will provide electronic links to these documents unless you elect otherwise.
How do I request paper copies of the proxy materials? You may request paper copies of the proxy materials for the Annual Meeting by following the instructions listed in the Notice of Availability, atwww.proxyvote.com, by telephoning1-800-579-1639, or by sending ane-mail email tosendmaterial@proxyvote.com.
What is the difference between holding shares as a beneficial owner in street name and as a stockholder of record?If your shares are held in street name through a broker, bank, trustee, or other nominee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank, trustee, or other nominee how to vote your shares. Without your voting instructions, your broker, bank, trustee, or other nominee may only vote your shares on routine matters. Routine mattersDO NOT include Proposals 1, 2, and 2,3 but do include Proposal 34 (relating to the ratification of the appointment of the independent registered public accounting firm). Fornon-routine matters, your shares will not be voted without your specific voting instructions. Accordingly, Sallie Mae encourages you to vote your shares.
If your shares are registered directly in your name with our transfer agent, Computershare, you are considered to be a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to Sallie Mae or to a third party, or to vote at the Annual Meeting.
How do I vote?We encourage stockholders to vote in advance of the Annual Meeting, even if you plan to attend the Annual Meeting. You may vote in one of the following ways:
| • | By Internet prior to the meeting. You may vote electronically via the Internet atwww.proxyvote.com. Votes submitted via the Internet must be received by 11:59 p.m., Eastern Daylight Time, on June |
| • | By Telephone. If you wish to vote by telephone, you may call the toll-free telephone number on the Notice of Availability or your proxy card, which is available24-hours a day, and follow the |
| • | By Internet during the meeting.You may vote electronically via the Internet atwww.virtualshareholdermeeting.com/ |
| • | By Mail. If you |
62 SLM CORPORATION —2020 Proxy Statement
QUESTIONSAND ANSWERS ABOUTTHE ANNUAL MEETINGAND VOTING
What if I hold my shares in street name and I do not provide my broker, bank, trustee, or other nominee with instructions about how to vote my shares? You may instruct your broker, bank, trustee, or other nominee about how to vote your shares using the methods described above. If you do not provide voting instructions to the firm that holds your shares prior to the Annual Meeting, the firm has discretion to vote your shares with respect to Proposal 34 on the proxy
2023 PROXY STATEMENT 77
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
card (relating to the ratification of the appointment of the independent registered public accounting firm), which is considered a routine matter. However, the firm will not have discretion to vote your shares with respect to Proposals 1, 2, and 23 on the proxy card, as these are each considered to be anon-routine matter. You are encouraged to participate in the election of directors and vote on all of the proposals by returning your voting instructions to your broker, bank, trustee, or other nominee.
How do proxies work?The Board of Directors is requesting your proxy. Giving your proxy means you authorize the persons named as proxies therein to vote your shares at the Annual Meeting in the manner you specify in your proxy (or to exercise their discretion as described herein). If you hold your shares as a record holder and sign and return a proxy card but do not specify how to vote on a proposal, the persons named as proxies will vote your shares in accordance with the Board of Directors’ recommendations. The Board of Directors has recommended that stockholders vote:
“FOR” the election of each of the director nominees named in Proposal 1;
| • | “FOR” the election of each of the director nominees named in Proposal 1; |
“FOR” advisory approval of Sallie Mae’s executive compensation set forth in Proposal 2; and
| • | “FOR” advisory approval of Sallie Mae’s executive compensation set forth in Proposal 2; |
| • | “1 YEAR” as the frequency of future advisory votes on Sallie Mae’s executive compensation as set forth in Proposal 3; and |
“FOR” ratification of the appointment of Sallie Mae’s independent registered public accounting firm set forth in Proposal 3.
| • | “FOR” ratification of the appointment of Sallie Mae’s independent registered public accounting firm set forth in Proposal 4. |
In the absence of voting instructions to the contrary, shares of Common Stock represented by validly executed proxies will be voted in accordance with the foregoing recommendations. Sallie Mae does not know of any other matters to be presented at the Annual Meeting as of the date of this proxy statement.
Can I change my vote?Yes. If you hold your shares as a record holder, you may revoke your proxy or change your vote at any time prior to the final tallying of votes by:
Delivering a written notice of revocation toSallie Mae’s Corporate Secretary at theOffice of the Corporate Secretary, 300 Continental Drive, Newark, Delaware 19713;
| • | Delivering a written notice of revocation to Sallie Mae’s Corporate Secretary at the Office of the Corporate Secretary, 300 Continental Drive, Newark, Delaware 19713; |
| • | Submitting another timely vote via the Internet, by telephone, or by mailing a new proxy (following the instructions listed under the “How do I vote?” section); or |
Voting at the Annual Meeting live via the Internet atwww.virtualshareholdermeeting.com/SLM2020.
| • | Voting at the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/SLM2023. |
If your shares are held in street name, contact your broker, bank, trustee, or nominee for instructions on how to revoke or change your voting instructions.
What constitutes a quorum?A quorum is necessary to transact business at the Annual Meeting. A quorum exists if the holders of a majority in voting power of the Common Stock and entitled to vote at the Annual Meeting are present in person or represented by proxy, at the Annual Meeting, including proxies on which abstentions (withholding authority to vote) are indicated. Abstentions and brokernon-votes will be counted in determining whether a quorum exists. Virtual attendance at the Annual Meeting constitutes presence for purposes of a quorum.
Who will count the vote?Votes will be tabulated by our General Counsel,Chief Legal, Government Affairs & Communications Officer, who will act as the Inspector of Elections at the Annual Meeting.
Who can attend the Annual Meeting? Only holders of Common Stock as of the record date, April 21 2020,2023, or duly appointed proxies, may attend. No one who is not a shareholderstockholder will be allowed to attend the Annual Meeting.
What do I need to attend the Annual Meeting? You may attend the Annual Meeting live via the Internet atwww.virtualshareholdermeeting.com/SLM2020. ShareholdersSLM2023 Stockholders will need the16-digit control number provided on their proxy card, voting instruction form, or notice. We suggest you log in at least 15 minutes before the start of the meetingmeeting.
78 SLM CORPORATION
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Can I ask questions at the Annual Meeting? Shareholders Stockholders as of our record date will have an opportunity to submit questions live via the Internet during the meeting.
2020 Proxy Statement —SLM CORPORATION 63
| How to Participate in the Annual Meeting | Online: 1. Visit www.virtualshareholdermeeting.com/SLM2023 and 2. Enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. The meeting will begin promptly at 1:00 p.m., Eastern Daylight Time, on June 20, 2023. We suggest you log in to the meeting platform at least 15 minutes before the start of the meeting. | |
Where can I find the voting results of the Annual Meeting? We will publish the voting results of the Annual Meeting on a Current Report on Form 8-K filed with the SEC within four business days following the end of our Annual Meeting.
2023 PROXY STATEMENT 79
Appendix A
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands, except per share amounts) | Year Ended December 31, 2022 | ||||
Non-GAAP “Pre-Tax, Pre-Provision, Pre-Operating Expense Income” adjustments to GAAP: |
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GAAP net income | $ | 469,014 | |||
Preferred stock dividends | 9,029 | ||||
GAAP net income attributable to SLM Corporation common stock | 459,985 | ||||
Non-GAAP “Pre-Tax, Pre-Provision, Pre-Operating Expense Income” adjustments to GAAP: |
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Add provisions for credit losses | 633,453 | ||||
Add total non-interest expenses | 559,241 | ||||
Add income tax expense | 161,711 | ||||
Add preferred stock dividends | 9,029 | ||||
Total Non-GAAP “Pre-Tax, Pre-Provision, Pre-Operating Expense” adjustments to GAAP | 1,363,434 | ||||
Non-GAAP “Pre-Tax, Pre-Provision, Pre-Operating Expense Income” | $ | 1,823,419 | |||
GAAP diluted earnings per common share | 1.76 | ||||
Total adjustments | 5.21 | ||||
Non-GAAP “Pre-Tax, Pre-Provision, Pre-Operating Expense Income” per share | 6.97 | ||||
Additional modifications to Non-GAAP metric approved by Compensation Committee to omit negative impact of deterioration in valuation of certain non-marketable securities owned by Company | 0.23 | ||||
Actual Performance under modified Non-GAAP metric used for purposes of funding of 2022 AIP | 7.20 | ||||
2023 PROXY STATEMENT A-1
SLM CORPORATION ATTN: CORPORATE SECRETARY 300 CONTINENTAL DRIVE NEWARK, DE 19713 | SCAN TO VIEW MATERIALS & VOTE [ QR Barcode ] VOTE BY INTERNET Before The Meeting—Go towww.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m., Eastern Daylight Time, the day before the meeting date for shares held directly. Have your proxy card in hand when you access the
During The Meeting—Go towww.virtualshareholdermeeting.com/ You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BYPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m., Eastern Daylight Time, the day before the meeting date for shares held directly. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E35580-E35580-P00228 KEEP THIS PORTION FOR YOUR RECORDS
P00228
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| DETACH AND RETURN THIS PORTION ONLY | ||||
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | ||||
SLM CORPORATION | ||||||||||
The Board of Directors recommends you vote FOR the following proposals: | ||||||||||
| 1. Election of Directors | ||||||||||
Nominees: | For | Against | Abstain | |||||||
| 1a. R. Scott Blackley | ☐ | ☐ | ☐ | |||||||
| 1b. Paul G. Child | ☐ | ☐ | ☐ | |||||||
| 1c. Mary Carter Warren Franke | ☐ | ☐ | ☐ | |||||||
| 1d. Marianne M. Keler | ☐ | ☐ | ☐ | |||||||
| 1e. Mark L. Lavelle | ☐ | ☐ | ☐ | |||||||
| 1f. Ted Manvitz | ☐ | ☐ | ☐ | |||||||
| 1g. Jim Matheson | ☐ | ☐ | ☐ | |||||||
| 1h. Samuel T. Ramsey | ☐ | ☐ | ☐ | |||||||
| 1i. Vivian C. Schneck-Last | ☐ | ☐ | ☐ | |||||||
| 1j. Robert S. Strong | ☐ | ☐ | ☐ | |||||||
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| For | Against | Abstain | ||||||||||||||||||||||||||||||||||
1k. Jonathan W. Witter | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
1l. Kirsten O. Wolberg | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
| 2. Advisory approval of SLM Corporation’s executive compensation. | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote 1 YEAR for the following proposal: | ||||||||||||||||||||||||||||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | |||||||||||||||||||||||||||||||||
| 3. Advisory approval of the frequency of future advisory votes on SLM Corporation’s executive compensation. | ☐ | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR the following | ||||||||||||||||||||||||||||||||||||
| Against | Abstain | ||||||||||||||||||||||||||||||||||
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| NOTE: This proxy is revocable and the shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, the proxy will be voted as the Board of Directors recommends. If any other matters properly come before the meeting or any adjournments or postponements thereof, the persons named in this proxy will vote in their discretion. | ||||||||||||||||||||||||||||||||
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||||||||||||
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Signature [PLEASE SIGN WITHIN BOX]
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form10-K are available atwww.proxyvote.com.
PLEASE VOTE, SIGN, AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically viae-mail email or the Internet. To sign up for electronic delivery, please follow the instructions to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,
q DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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E35581-P00228
SLM CORPORATION
Annual Meeting of Stockholders
June 18, 2020 11:20, 2023 1:00 AMPM Eastern Daylight Time
Via the Internet atwww.virtualshareholdermeeting.com/SLM2020SLM2023
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Nicolas Jafarieh and Richard M. Nelson or each of them, each with full power of substitution, as the lawful attorneys and proxies of the undersigned to attend the Annual Meeting of Stockholders of SLM Corporation to be held on June 18, 2020,20, 2023, and any adjournments or postponements thereof, to vote the number of shares the undersigned would be entitled to vote if personally present, and to vote in their discretion upon any other business that may properly come before the meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED STOCKHOLDER. IF NO CHOICE IS SPECIFIED BY THE STOCKHOLDER, THIS PROXY WILL BE VOTED “FOR” ALL PORTIONS OF PROPOSALS 1, 2, AND 4, “1 YEAR” FOR PROPOSAL 3, AND IN THE PROXY’S DISCRETION ON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING.