UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Pursuant to Section 240.14a-12 |
SLM Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box)all boxes that apply):
☒ | No fee | |||
☐ | Fee paid previously with preliminary materials |
☐ | Fee computed on table | |||
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300 Continental Drive Newark, Delaware 19713 |
LETTER FROM THE
CHIEF EXECUTIVE OFFICER
April 22, 202128, 2022
Dear Fellow Stockholders:
When I joinedWhile 2021 was another different and challenging year, the reasons for optimism are all around us. Much of the uncertainty caused by the pandemic is now behind us, with a return to a new normal very much underway. I’m happy to report our Sallie Mae as Chief Executive Officer last year, nobody could have predicted the challenges that we would face in 2020. A global pandemic, social injustice and unrest, and a Presidential election that revealed a divided nation. These challenges had a direct impact on Sallie Mae: we implemented new ways of working, our customers and university partners imagined new ways of delivering education, and our team members managedare back on our campuses. While we have learned to work effectively in a remote setting, spending time on our campuses provides unique and meaningful opportunities for collaboration, innovation, development, connection, and mentorship. Achieving the stressesbest balance of the two models is why we’ve instituted a hybrid work approach for our organization.
My passion and strains impacting their families and our communities. Through it all, however, our team members demonstrated true grit and determination.
Asconnection as the leader in higher education financing, we striveof Sallie Mae continues to be more than just a lender. Access to higher education has a multi-generational impact on the economic success of families. Higher education is also a critical factorgrounded in promoting economic mobility and social justice. Because these stakes are so high, we recognize that the journey to and through college is stressful and uncertain for students and their families. As a result, our mission is mission: to power confidence as students begin their unique life journeys.journey. It’s personal to me and means not resting on accomplishments, always improving, and striving for excellence. That mindset burns bright in our more than 1,400 team members who continue to deliver for our customers and stockholders.
That relentless focus and progress on each of our strategic imperatives helped us deliver strong results in 2021. We grew market share as the leader in private student lending while rigorously managing expenses, executing a capital return program that exceeded original expectations, and improving our earnings outlook throughout the year. We also increased our share repurchase goals and our dividend, further creating shareholder value. We expect that continued focus and execution to drive meaningful results in 2022.
We are proud that last year we servedalso continue to be creative in pursuing opportunities to reach and assist more than 420,000 students and families and strategically evolve our business. Our acquisition of Nitro College significantly enhances our reach to current and prospective college students and their parents. These efforts not only complement our core business but also provide innovative and enhanced digital capabilities that meaningfully position Sallie Mae as an education solutions provider.
We know higher education is also a critical factor in advancing diversity and equity and promoting economic mobility. These factors continue to be a focus at Sallie Mae, as we address them both internally and externally through our new Chief Diversity Officer and programs like our Bridging the Dream Scholarship Program in partnership with their direct financing needs. We are also proud to have provided tools, information, and services to millions of additional customers to help them simplify the college planning process, improve access, and support the completion of higher education. In addition, in 2020, we pioneered new initiatives to advance equality and social justice, including a $4.5 million commitment over the next three years to provide scholarships and grants to support minority and underserved communities.
Thurgood Marshall College Fund. This commitment to powering confidence, increasing access and opportunity, and advancing social justice and college completion arework is highlighted in our latest Corporate Social Responsibility report that was published in April 2021,2022 and available on our website at www.salliemae.com.www.salliemae.com.
We appreciate thatunderstand we cannot “win”deliver for our customers if we do notwithout also “win”delivering for our stockholders. Our investment thesis isremains simple: we seek to (i) provide attractive growth through a focus on market share and operating leverage, (ii) expertly allocate and return capital to stockholders, and (iii) manage risk. Further, we seekWe continue to align the interest of our team members with this long-term valuation orientation.
Our strategy is designed to deliver for both our customers and stockholders and is comprised of five strategic imperatives. These imperatives include maximizing the profitability and growth of our core business; optimizing the value of our brand and our attractive client base; better informing the external narrative about student lending; maintaining a rigorous and predictable capital allocation and return program to create shareholder value; and driving a mission-led culture. Progress on each imperative is underway through a new organizational structure—introduced in 2020—to better aligns with these focused strategic initiatives.
I look forward to you joining me at the 20212022 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 8, 2021,21, 2022, at 1 p.m. EDTEastern Daylight Time to be held virtually via the Internet at www.virtualshareholdermeeting.com/SLM2021.SLM2022.
Details of the business to be conducted at the Annual Meeting and how to participate at the meeting are provided in the attached Notice of Annual Meeting and proxy statement. You are being asked to vote on a number of important matters. Your vote is important, regardless of the number of shares you own, and all holders of our Common Stock are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Availability of Proxy Materials or the proxy card you received in the mail.
Thank you for your continued support and confidence in Sallie Mae.
All best,
Jonathan W. Witter
Chief Executive Officer
NOTICE OF 20212022 ANNUAL MEETING
OF STOCKHOLDERS
Date | Time | Place | ||
Tuesday June | 1:00 p.m. Eastern Daylight Time | Meeting live via the Internet – please visit: www.virtualshareholdermeeting.com/ |
Items of Business:
Proposal |
Proposal |
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Proposal |
Other |
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 12, 2021,22, 2022, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 12, 2021, 322,869,20822, 2022, 269,214,100 shares of Common Stock were outstanding and eligible to be voted.
How to Vote:
Your participation in the Annual Meeting is important. Sallie Mae urges you to take the time to read carefully the proposals described in the proxy statement and vote your proxy at your earliest convenience.
You may vote one of the following ways:
By Telephone 1-800-690-6903 | ||
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By Internet before the meeting www.proxyvote.com | |
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By Mail completing and signing the proxy card enclosed and | |
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By Internet during the meeting www.virtualshareholdermeeting.com/ |
20212022 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 SLMSallie Mae at this time, as it enables engagement with our stockholders, regardless of size, resources, or physical location while safeguarding the health of our stockholders, Board of Directors, and management. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including submitting questions. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SLM2021.SLM2022. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. The meeting webcast will begin promptly at 1:00 p.m., Eastern Daylight Time. We encourage you to log in and access the meeting at least 15 minutes prior to the start time.
By order of the Board of Directors
Richard M. Nelson
Corporate Secretary
April 22, 202128, 2022
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20212022 Proxy Statement — SLM CORPORATION
TABLEOF CONTENTS
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SLM CORPORATION — 20212022 Proxy Statement
300 Continental Drive
Newark, Delaware 19713
The Board of Directors of SLM Corporation (“Sallie Mae,” the “Company,” “we,” “our”“our,” or “us”) is furnishing this proxy statement to solicit proxies for use at Sallie Mae’s 20212022 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 April 28, 2021.May 5, 2022. In light of the persisting coronavirus (“COVID-19”), for the safety and well-being of our stockholders, and taking into account the protocols of local, state, and federal governments, we have determined that the Annual Meeting will be held in a virtual meeting format only (with no in-person meeting), via the Internet, at www.virtualshareholdermeeting.com/SLM2021SLM2022. For more information regarding the Annual Meeting process, please review the section entitled “Questions and Answers About the Annual Meeting and Voting” contained at the end of this proxy statement.
The proxy statement and Sallie Mae’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 (the “2020 “2021 Form 10-K”) are available at: https://www.salliemae.com/investors/shareholder-information and https://materials.proxyvote.com. You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Office of the Corporate Secretary at the Company’s principal executive offices, located at 300 Continental Drive, Newark, Delaware 19713. Sallie Mae will provide a copy of the 20202021 Form 10-K without charge to any stockholder upon written request.
This summary highlights certain information contained in thisthe proxy statement. You should read the entire proxy statement and 2020 Annual Reportthe 2021 Form 10-K carefully before you vote.
SLM’s Strategy
WithTo further focus our business and increase shareholder value, we continue to advance our strategic imperatives. Our focus remains on maximizing the arrival of a new CEO in 2020,profitability and based on changing market dynamics, we undertook a comprehensive strategic review. The strategic review validated muchgrowth of our previous strategy, but also highlighted several areas for greater focus. As a result, we introducedcore private student loan business, while harnessing and optimizing the following five strategic imperatives in the third quarter of 2020, that we believe will increase stockholder value:
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2021 Proxy Statement — SLM CORPORATION 1
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Our Response to COVID-19
The impact of COVID-19 is felt by our colleagues, our customers, and our communities. In response to COVID-19, we implemented efforts to safeguard our team members and enabled a remote work environment. In addition, we have taken stepscontinue to help our customersseek to better inform the external narrative about student lending and Sallie Mae’s role in this time of crisis. Further, Thehelping students and families responsibly plan and pay for college. We also strive to maintain a rigorous and predictable capital allocation and return program to create shareholder value. Our internal focus is to drive a mission-led culture that continues to make Sallie Mae Fund, our charitable arm, has made contributionsa great place to assist in our hometown communities.
To make it as easy as possible to access the assistance they need, we have communicated to our customers multiple times and in multiple ways. At the start of the pandemic, we sent all our customers an email explaining their self-serve options and how to contact us if they need assistance. We continue to send emails to those customers who have enrolled for COVID-19 disaster forbearance and we regularly update our website at www.SallieMae.com/coronavirus with the latest information on how our customers can access their account and get assistance or payment relief, if needed.
Our goal has been to support our team members during the present uncertainty while meeting the needs of our customers and providing business continuity. Early in the crisis, we provided our people with information about best practices to prevent the spread of COVID-19 and other viruses or illnesses and have enabled substantially all of our workforce to work remotely. To further protect the health and welfare of our people and respond to their individual circumstances, we have provided additional wellness assistance. We have also encouraged team members who potentially have been exposed to COVID-19 to self-quarantine for 14 days whilework. Finally, we continue to pay them. To ease accessstrengthen our risk and compliance efforts, to medical assistance, we are waiving co-payments for COVID-19 testingenhance and telemedicine for those team members enrolled inbuild upon our health insurance plans.risk management framework, and to keep focused and aligned on assessing and monitoring enterprise-wide risk.
While the Company closely monitored the impact of the COVID-19 crisis on the economy and our business, it was ultimately determined that no changes or adjustments needed to be made to our executive compensation programs in response to COVID-19.
20212022 Annual Meeting of Stockholders
Time and Date June 1:00 p.m. | Virtual Location www.virtualshareholdermeeting.com/ | Record Date April |
2022 Proxy Statement — SLM CORPORATION 1
This proxy statement contains fourthree proposals requiring stockholder action, each of which is discussed in more detail below. Proposal 1 seeks the election of 1211 directors nominated by the Board of Directors. Proposal 2 seeks approval of the 2021 Omnibus Incentive Plan, including the number of shares of Common Stock authorized for issuance under the 2021 Omnibus Incentive Plan. Proposal 3 seeks approval, on an advisory basis, of Sallie Mae’s executive compensation. Proposal 43 seeks ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2022. Each share of Common Stock is entitled to one vote on each proposal or, in the case of the election of directors, on each nominee.
The Board of Directors recommends that you vote FOR each of Proposals 1 - 43 as discussed in more detail below.
2 SLM CORPORATION — 20212022 Proxy Statement
PROPOSAL 1—ELECTIONOF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
Our Board of Directors has nominated and recommends 1211 individuals for election to our Board of Directors at the Annual Meeting. These individuals are as follows:
Paul G. Child
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Mark L. Lavelle |
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Mary Carter Warren Franke
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Ted Manvitz
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Vivian C. Schneck-Last
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Marianne M. Keler
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Jim Matheson
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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 our By-Laws, the Board of Directors has the authority to determine the size of the Board of Directors within that range and to fill any vacancies that may arise prior to the next annual meeting of stockholders. The Board of Directors has set the number of members at 12,11, effective as of the Annual Meeting.
Biographical information, qualifications, and experience with respect to each director nominee appear below. In addition to fulfilling the general criteria for director nominees described in the section titled “Nominations Process,” each nominee possesses experience, skills, attributes, and other qualifications the Board of Directors has determined support its oversight and management of Sallie Mae’s business, operations, and structure. These qualifications are discussed below, along with biographical information regarding each director nominee, including each individual’s age, principal occupation, and business experience during the past five years. Information concerning each director nominee is based in part on information received from the respective director nominee and in part from Sallie Mae’s records.
All nominees appearing below have consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, the Board of Directors may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote such shares for a reduced number of nominees. If the Board of Directors designates a substitute nominee, persons named as proxies will vote “FOR” that substitute nominee.
Our By-Laws provide the election of a director in an uncontested election will be by a majority of the votes cast with respect to a nominee at a meeting for the election of directors at which a quorum is present. Each share of Common Stock is entitled to one vote for each nominee. A director nominee will be elected to the Board of Directors if the number of shares voted “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee’s election. Abstentions and shares not voted on the proposal, including broker non-votes, are of no effect.
If any director nominee fails to receive a majority of the votes cast “FOR” his or her election, such nominee will automatically tender his or her resignation upon certification of the election results. The Nominations and Governance 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.
20212022 Proxy Statement — SLM CORPORATION 3
PROPOSAL 1—ELECTIONOF DIRECTORS
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
PAUL G. CHILD Former Office Managing Partner, Salt Lake City, Deloitte LLP
(Independent)
(Audit Committee Chair) |
Professional Highlights:
• Office Managing Partner, Salt Lake City, Deloitte LLP—1995 to 2008; Professional Practice Director, Salt Lake City—1989 to 1995; Audit Partner—1983 to 2008; various positions—1971 to 1983
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2009 to present • Member, Board of Governors, Salt Lake Chamber of Commerce—2002 to 2008 • Director, Mountainwest Capital Network—2002 to 2008 • Director, United Way of Greater Salt Lake—2001 to 2008 • Director, Ballet West—2000 to 2008 • Director, Pioneer Theater—2000 to 2006 |
Qualifications: Mr. Child’s leadership roles and experience in the accounting field enable him to bring to the Board of Directors experience in the areas of finance, accounting, financial services, and capital markets.
Age:
Director since: April 2014 | ||||||||
MARY CARTER WARREN FRANKE Former Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co.
(Independent)
(Board Chair) |
Professional Highlights:
• Managing Director, Head of Corporate Marketing, JPMorgan Chase & Co.—2007 to 2013 • Executive Vice President and Chief Marketing Officer, Chase Card Services—1995 to 2007
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2014 to present • Director, Investors Management Corporation—2021 to present • Director, The Warfield Fund—2007 to present • Director, Saint Mary’s School—2014 to 2020 • Director, Hobe Sound Community Chest—2017 to present • Director, Paul’s Place—2014 to 2017 | Qualifications: Ms. Franke’s leadership roles and experience in marketing and the banking industry enable her to contribute to the Board of Directors experience in the areas of marketing, business development, and financial services.
Age:
Director since: April 2014 |
4 SLM CORPORATION — 20212022 Proxy Statement
PROPOSAL 1—ELECTIONOF DIRECTORS
MARIANNE M. KELER Attorney, Keler & Kershow PLLC
(Independent) (Nominations and Governance Committee Chair) |
Professional Highlights:
• Attorney, Keler & Kershow PLLC—2006 to present • Executive Vice President, Consumer Finance, Corporate Strategy & Administration, Sallie Mae—2004 to 2006 • Senior Vice President & General Counsel, Sallie Mae; President, Student Loan Marketing Association—1997 to 2004 • Vice President & Associate General Counsel, Student Loan Marketing Association—1990 to 1997; various other positions—1985 to 1997
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2010 to present • Board Chair, Building Hope (charter school lender)—2004 to 2020 • Board Chair, American College of the Mediterranean—2018 to present; trustee since 2007 • Board Chair, American University in Bulgaria—2008 to 2014; trustee since 2001 • Finance Committee Chair, EL Haynes Charter School Board of Directors—2006 to 2012 • Member, Georgetown University Board of Regents—2009 to 2015 • Founding Director, National Student Clearinghouse—1993 to 2009
Directorship of other public companies:
• CubeSmart (NYSE: CUBE)—2007 to present; Board Chair—2018 to present | Qualifications: Ms. Keler’s legal background and experience in the student loan industry and with Sallie Mae bring valuable perspective to the Board of Directors in the areas of student and consumer lending, legal and corporate governance, and higher education.
Age:
Director since: April 2014 | ||||||||
MARK L. LAVELLE
(Independent) (Compensation Committee Chair) |
Professional Highlights:
• Chief Executive Officer, X Delivery—2021 to present • Chairman and • Senior Vice President, Commerce Cloud, Adobe Inc.—2018 to 2019 • Chief Executive Officer, Magento Commerce—2015 to 2018 • Senior Vice President, Product, eBay Enterprise—2013 to 2015 • Senior Vice President, Strategy and Partnerships, eBay, Inc.—2012 to 2013 • Senior Vice President, Strategy and Business Development, PayPal, Inc.—2009 to 2012 • Co-Founder and Vice President, Corporate Development, Bill Me Later, Inc.—2001 to 2009
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2019 to present • Director, Armada Inc—2018 to present • Director, Second Chance—2008 to present |
Qualifications: Mr. Lavelle’s extensive experience developing and scaling businesses encompassing financial services, commerce, and information technology allows him to provide valuable insight to the Board of Directors in the areas of risk management, strategy, acquisitions, and business operations.
Age:
Director since: April 2019 |
20212022 Proxy Statement — SLM CORPORATION 5
PROPOSAL 1—ELECTIONOF DIRECTORS
TED MANVITZ
(Independent) |
Professional Highlights:
• Managing Director, Grain Management—2022 to present • Interim Chief Financial Officer, Optimus Ride—2021 • Senior Advisor IHS Holding Limited—2019 to 2021; Executive Vice President and Chief Strategy Officer—2018 to 2019; Chief Financial Officer—2016 to 2018; Chief Investment Officer—2013 to 2016; Chief Operating Officer—2011 to 2013; Executive Director, Corporate Finance and M&A—2010 to 2011 • Managing Director, Arm Capital Partners—2009 to 2010 • Executive Director, J.P. Morgan Securities, Inc.— 2006 to 2009; Vice President—2004 to 2006; Associate Vice President—2002 to 2004
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2021 to present • • Adjunct Faculty, American University—2020 to present |
Qualifications: Mr. Manvitz’s extensive experience in the areas of strategic planning, senior executive management, operations, finance, mergers and acquisitions, and capital markets allows him to provide value insight to the Board of Directors in driving growth, building partnerships, and creating value.
Age:
Director since: March 2021 |
JIM MATHESON Chief Executive Officer, NRECA
(Independent) |
Professional Highlights:
• Chief Executive Officer, National Rural Electric Cooperative Association—2016 to present • Principal in the Public Policy Practice, Squire Patton Boggs—2015 to 2016 • Member of the United States House of Representatives—2001 to 2015 • Founder of The Matheson Group—1999 to 2000 • Consultant, Energy Strategies, Inc.—1991 to 1998
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2015 to present • Service on the United States House of Representatives Energy and Commerce Committee—2007 to 2015; Science Committee—2001 to 2011; Financial Services Committee—2003 to 2007; and Transportation and Infrastructure Committee—2001 to 2007 • Chief Deputy Whip for the Democratic Caucus of the United States House of Representatives—2011 to 2015 • Board Member, United States Association of Former Members of Congress—2015 to present
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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:
Director since: March 2015 |
6 SLM CORPORATION — 20212022 Proxy Statement
PROPOSAL 1—ELECTIONOF DIRECTORS
(Independent)
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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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Qualifications: Mr.
Age:
Director since: | ||||||||
VIVIAN C. SCHNECK-LAST Former Managing Director,
(Independent) (Operational and Compliance Risk Committee Chair) |
Professional Highlights:
• Managing Director, Global Head of Technology Governance, Goldman Sachs & Company—2009 to
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2015 to present • Advisor/Director, Portrait Capital Systems, LLC—2015 to 2019 • Advisor/Director, Coronet—2015 to present • Director, Bikur Cholim of Manhattan—2014 to present
Directorships of other public companies:
• SCVX Corp.—2020 to present
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Qualifications: Ms. Schneck-Last’s strategic technology experience and background in technology governance in the financial services field bring valuable perspective to the Board of Directors in risk management and on a broad range of enterprise technology matters.
Age:
Director since: March 2015 |
20212022 Proxy Statement — SLM CORPORATION 7
PROPOSAL 1—ELECTIONOF DIRECTORS
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ROBERT S. STRONG Former Managing Director, Chairman, Capital
(Independent)
(
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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 2020 • Director, Syncora Capital Assurance, Inc.—2009 to 2017 • Member, Financial Policy Review Board for the State of New Jersey—2013 to 2016 • Director, CamberLink Inc.—2013 to 2016
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Qualifications: Mr. Strong’s extensive experience in the banking and financial services industries allows him to provide valuable insight to the Board of Directors in the areas of finance, risk management, portfolio management, and business operations.
Age:
Director since: April 2014 |
8 SLM CORPORATION — 2021 Proxy Statement
PROPOSAL 1—ELECTIONOF DIRECTORS
JONATHAN W. WITTER Chief Executive Officer, Sallie Mae
(Executive; Not Independent) |
Professional Highlights:
• Chief Executive Officer and Director, Sallie Mae—April 2020 to present • Executive Vice President and Chief Customer Officer, Hilton Worldwide Holdings—April 2017 to April 2020 • President—Retail and Direct Banking, Capital One Financial Corporation—February 2012 to March 2017; President—Retail and Small Business Banking—September 2011 to February 2012; Executive Vice President—Retail Banking—December 2010 to September 2011 • Chief Operating Officer—Retail Banking Group and President, Morgan Stanley Private Bank—2009 to December 2010 • Executive Vice President and Head of General Bank Distribution, Wachovia (now Wells Fargo & Company)—2004 to 2009
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—April 2020 to present
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Qualifications: Mr. Witter’s extensive background and significant leadership experience in the banking industry and his customer experience expertise allow him to provide business and leadership insight to the Board of Directors in the areas of banking, financial services, capital markets, business operations, and customer service.
Age:
Director since: April 2020 |
8 SLM CORPORATION — 2022 Proxy Statement
PROPOSAL 1—ELECTIONOF DIRECTORS
KIRSTEN O. WOLBERG Former Chief Technology and
(Independent) (Preferred Stock Committee Chair) |
Professional Highlights:
• Chief Technology and Operations Officer, DocuSign—2017 to • Vice President, PayPal Separation Executive, PayPal, Inc.—2014 to 2017 • Vice President, Technology, PayPal, Inc.—2012 to 2014 • Chief Information Officer, Salesforce.com—2008 to 2011
Other Professional and Leadership Experience:
• Director, Sallie Mae Bank—2016 to present • Director, Epidemic Sound-2021 to present • Director, Pryon-2021 to present • Director, Pie Insurance-2021 to present • Director, Duco Technology Limited—2020 to • Vice President, Corporate Technology, Charles Schwab & Co.—2001 to 2008 • Director, Year Up—2008 to present • Director, Jewish Vocational Services—2014 to present
Directorships of other public companies:
• Silicon Graphics International Corp.—2016 • CalAmp Corp—2020 to present • Dynatrace, Inc.—2021 to present
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Qualifications: Ms. Wolberg’s extensive experience in information technology for the financial services industry allows her to provide valuable insight to the Board of Directors in the areas of finance, information technology risks, and business operations.
Age:
Director since: November 2016 |
Board of Directors Recommendation
✓ |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE
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20212022 Proxy Statement — SLM CORPORATION 9
PROPOSALROPOSAL 2—APPROVALOFTHE 2021 OMNIBUS INCENTIVE PLAN
PROPOSAL 2—APPROVAL OF THE 2021
OMNIBUS INCENTIVE PLAN
At the Annual Meeting, upon the recommendation of the NGC Committee to the Board, and the Board’s subsequent approval and recommendation to the stockholders, the stockholders are being asked to approve the SLM Corporation 2021 Omnibus Incentive Plan (the “Omnibus Plan”), including the number of shares of Common Stock authorized for issuance under the Omnibus Plan, to replace the Company’s existing equity incentive plan – the SLM Corporation 2012 Omnibus Incentive Plan (the “Predecessor Plan”). A copy of the Omnibus Plan is attached hereto as Appendix A, and the following summary of the material terms of the Omnibus Plan does not purport to be complete and is qualified in its entirety by the terms of the Omnibus Plan. Following the date of the approval of the Omnibus Plan by the stockholders, no further awards will be issued under the Predecessor Plan; provided that the Company may grant awards under the Predecessor Plan through June 8, 2021. However, in the event that the Omnibus Plan is not approved by stockholders, awards will continue to be made under the Predecessor Plan. Stockholders originally approved the Predecessor Plan at our 2012 annual meeting of stockholders, and approved amendments to the Predecessor Plan at our 2017 annual meeting of stockholders. The Board of Directors is requesting this vote in order to obtain stockholder approval of the Omnibus Plan.
Considerations for the Approval of the Omnibus Plan
In designing the Omnibus Plan, the NGC Committee and the Board of Directors carefully considered our anticipated future equity needs, our historical equity incentive compensation practices, and the advice of the NGC Committee’s independent compensation consultant. The Board of Directors believes that the grant of Common Stock and other equity-based incentives for members of the Board of Directors, senior management, other members of management, and employees of the Company is an essential component of the mix of compensation awarded to these individuals. Equity-based incentives encourage proprietorship and commitment to the Company’s business goals and objectives, thereby aligning these individuals’ interests with those of the Company’s stockholders, and enable the Company to continue to attract and retain highly qualified employees and directors. Stockholders are encouraged to read more about the Company’s philosophy regarding the importance of equity-based incentives for senior management in the “Compensation Discussion and Analysis” section of this proxy statement.
The aggregate number of shares of SLM Corporation’s Common Stock, $0.20 per share (collectively, the “Shares” and each a “Share”) being requested for authorization under the Omnibus Plan pursuant to awards granted after the Omnibus Plan’s approval is 20,700,000 Shares. If the Omnibus Plan is approved by our stockholders, the Omnibus Plan will replace the Predecessor Plan (which is the only equity plan of the Company in place as of the date of this proxy statement), and, following the date of such approval, no additional grants will be made under the Predecessor Plan; provided that the Company may grant awards under the Predecessor Plan through June 8, 2021. However, in the event that the Omnibus Plan is not approved by stockholders, awards will continue to be made under the Predecessor Plan.
Key Aspects of the Omnibus Plan
The Omnibus Plan incorporates the best governance practices to further align our equity compensation program with the interests of our stockholders. The following is a list of some of the key factors to be considered by stockholders in connection with approving the Omnibus Plan:
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10 SLM CORPORATION — 2021 Proxy Statement
PROPOSAL 2—APPROVALOFTHE 2021 OMNIBUS INCENTIVE PLAN
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Key Data
The following table includes information regarding outstanding equity awards and Shares available for future awards under the Predecessor Plan as of December 31, 2020:
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Over the last three fiscal years, the Company has granted awards covering a total of 10,110,103 Shares. The following table sets forth information regarding awards granted and the annualized grant rate for each of the three fiscal years:
Fiscal Year | Stock Options Granted | Full-Value Awards Granted | Weighted Average Shares Outstanding | Annualized Grant Rate(1) | ||||
2020 | - | 4,310,977 | 383,704,798 | 1.12% | ||||
2019 | - | 3,192,659 | 427,291,716 | 0.75% | ||||
2018 | - | 2,606,467 | 435,053,704 | 0.6% |
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In combination with other activity under the Predecessor Plan that occurred since December 31, 2020, the Company has approximately 10,400,000 shares available for future issuance under the Predecessor Plan as of the record date. Since December 31, 2020, the Company has issued 2,550,496 shares as of the record date and will limit additional grants in the aggregate under the Predecessor Plan between the record date of April 12, 2021 and through the 2021 Annual Meeting of Stockholders to be held on June 8, 2021 to be no more than 400,000 shares in total. Following the date of the approval of the Omnibus Plan by the stockholders, no further awards will be issued under the Predecessor Plan; provided that the Company may grant awards under the Predecessor Plan through June 8, 2021.
Description of Incentive Plan
The following discussion summarizes the material terms of the Omnibus Plan.
General. The Omnibus Plan provides for the grants of stock options (both nonqualified and incentive stock options), SARs, restricted stock, RSUs, performance awards and other cash- and stock-based awards to the Company’s employees and non-employee directors. Any award may be granted alone or in tandem with other awards, and may be granted in addition to, or in substitution for, other types of awards. Compensation payable to Board members in the form of Shares will also be paid from the Omnibus Plan.
Purpose. The purpose of the Omnibus Plan is to attract and retain employees and other individuals and motivate them to perform at the highest level and contribute significantly to the success of the Company, thereby furthering the best interests of the Company and its stockholders.
2021 Proxy Statement — SLM CORPORATION 11
PROPOSAL 2—APPROVALOFTHE 2021 OMNIBUS INCENTIVE PLAN
Eligibility. Employees of the Company and non-employee directors of the Company are eligible to receive awards under the Omnibus Plan. There are approximately 730 employees and 12 non-employee directors currently eligible to receive awards under the Omnibus Plan. Awards under the Omnibus Plan may include grants of options, SARs, restricted stock, RSUs, performance units, and other cash- and stock-based awards. Eligibility for any particular award is determined by the NGC Committee (or the Board of Directors, in the case of awards to non-employee directors) and, in the case of certain awards such as incentive stock options, may be limited by the Code. The basis for participation in the Omnibus Plan is the decision by the NGC Committee (or the Board of Directors, as applicable), in its sole discretion, that an award to an eligible participant will further the Omnibus Plan’s purposes of motivating and rewarding participants to perform at the highest level and contribute to the Company’s success. In exercising its discretion, the NGC Committee and the Board of Directors will consider the recommendations of management and the purposes of the Omnibus Plan.
Administration. Except as otherwise provided in the Omnibus Plan with respect to actions or determinations by the Board of Directors, the OmnibusPlan is administered by our NGC Committee. However, (x) any and all members of the NGC Committee must satisfy any independence requirements prescribed by NASDAQ or any other stock exchange on which the Company lists the Shares, and (y) to the extent that any awards are granted to individuals who are subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the NGC Committee must consist of two or more “Non-Employee Directors” as defined in SEC Rule 16b-3.
The NGC Committee has authority to administer the Omnibus Plan and to take all actions that are specifically contemplated under the Omnibus Plan except with respect to awards granted to non-employee directors, which will be administered by the Board of Directors. Under the Omnibus Plan, the NGC Committee or the Board of Directors, as the case may be, has the following authority:
the power to interpret the Omnibus Plan and adopt such rules, regulations, and guidelines for carrying out the Omnibus Plan as it deems necessary and proper;
provide for the extension of the exercisability of an award;
correct any defect or supply any omission or reconcile any inconsistency in the Omnibus Plan or in any award agreement in the manner and to the extent the NGC Committee deems necessary or desirable to further the Omnibus Plan’s purposes; and
accelerate the vesting or exercisability of an award, eliminate or make less restrictive any restrictions contained in an award, waive any restriction or other provision of the Omnibus Plan or an award or otherwise amend or modify an award in any manner in the case of death, Disability (as defined in the Omnibus Plan), retirement, upon certain terminations of employment or in connection with a Change in Control (as defined in the Omnibus Plan), provided that such change (i) is not adverse to the participant to whom such award was granted, (ii) is consented to by such participant, or (iii) is otherwise authorized under the Omnibus Plan; but in no event shall the exercisability of any option or SAR be extended beyond 10 years from the grant date.
The NGC Committee may delegate the authority to grant awards under the Omnibus Plan, to the extent permitted by applicable law, to (i) one or more officers of the Company (except that such delegation will not be applicable to any award for a person then covered by Section 16 of the Exchange Act) and (ii) one or more committees of the Board (which may consist solely of one director).
Number of Shares. The Omnibus Plan provides for awards with respect to a maximum of 20,700,000 Shares to employees of the Company and directors of the Company (which constitutes 6.41% percent of the Company’s outstanding 322,869,208 Shares as of April 12, 2021), excluding any awards granted in assumption of, or in substitution for, any outstanding award previously granted by a company or other business acquired by the Company or with which the Company combines (“Substitute Awards”). The number and class of shares available under the Omnibus Plan and/or subject to outstanding awards may be adjusted by the NGC Committee to prevent dilution or enlargement of rights in the event of various changes in the capitalization of the Company.
Award Limits. All Shares available under the Omnibus Plan are available for grants of incentive stock options.
Individual Limits. During any calendar year, no employee may be granted:
options and SARs intended to cover more than the greater of 1,500,000 Shares or Shares with a grant date fair value of $10,000,000;
restricted stock, RSUs, performance awards, or other stock-based awards that may be settled solely in Shares intended to cover more than the greater of 1,500,000 Shares and Shares with a grant date fair market value of $10,000,000; and
cash awards and RSUs, performance awards, and performance unit awards that may be settled solely in cash, having a value determined on the grant date in excess of $5,000,000 (assuming a maximum payout of performance-based awards).
12 SLM CORPORATION — 2021 Proxy Statement
PROPOSAL 2—APPROVALOFTHE 2021 OMNIBUS INCENTIVE PLAN
Limitations on Director Awards. The Omnibus Plan also provides a limit on the cash- and stock-based awards that may be granted to our non-employee directors. Under the Omnibus Plan, no non-employee director may be granted, during any calendar year, cash- or equity-based compensation that would result in aggregate total cash- and/or equity-based compensation determined on the grant date to be in excess of $750,000.
Adjustments. Each of the above limits is subject to adjustment for certain changes in the Company’s capitalization such as declaration of dividends, stock splits, combinations, corporate mergers, consolidations, amalgamations, acquisitions of property or stock, separations, reorganizations or liquidations, or similar events. If an award expires, terminates, is forfeited or is settled in cash rather than in Shares, the Shares not issued under that award will again become available for grant under the Omnibus Plan. If Shares are surrendered to the Company or withheld to pay any exercise price or satisfy tax-withholding requirements, such Shares withheld or surrendered will be counted against the number of Shares available under the Omnibus Plan.
Types of Awards.
Stock Options. The Omnibus Plan authorizes the grant of incentive stock options and nonqualified stock options. Incentive stock options are stock options that are intended to comply with the requirements of Section 422 of the Code. Nonqualified stock options are stock options that do not comply with the requirements of Section 422 of the Code. Options granted under the Omnibus Plan entitle the grantee, upon exercise, to purchase a specified number of Shares from the Company at a specified exercise price per Share. The NGC Committee determines the period of time during which an option may be exercised, the vesting schedule, the method and form by which each option is to be exercised, and the expiration date of each option, provided that no option will be exercisable more than 10 years after the grant date. The exercise price per Share covered by an option will be determined by the NGC Committee and may not be less than 100 percent of the fair market value of a Share on the date of grant, except in the case of Substitute Awards.
SARs. The NGC Committee may grant SARs under the Omnibus Plan. Subject to the terms of the award, SARs entitle the participant to receive a distribution in an amount equal to the number of Shares subject to the portion of the SAR exercised multiplied by the excess, if any, of the fair market value of a Share on the date of exercise of the SAR over the exercise or hurdle price of the SAR. Such distributions are payable in cash or Shares, or a combination thereof, as determined by the NGC Committee. The terms and conditions applicable to stock options also apply to SARs. The exercise price per Share covered by a SAR will be determined by the NGC Committee and may not be less than 100 percent of the fair market value of a Share on the date of grant, except in the case of Substitute Awards. The exercise period for a SAR shall extend no more than 10 years after the grant date.
Restricted Stock. The Omnibus Plan also authorizes the grant of restricted stock on terms and conditions established by the NGC Committee, which will include the designation of a restriction period during which the Shares are not transferable and are subject to forfeiture.
Restricted Stock Units. RSUs may be granted subject to terms and conditions as determined by the NGC Committee. In the case of RSUs, no Shares are issued at the time of grant. Rather, upon the lapse of any applicable vesting schedule and other restriction, an RSU entitles a participant to receive Shares or cash, or a combination thereof, as determined by the NGC Committee.
Performance Awards. The NGC Committee may grant performance awards to participants, subject to terms and conditions as determined by the NGC Committee. Performance awards may be denominated in cash, Shares or units, or a combination thereof, and may be earned based on the achievement of one or more performance conditions specified by the NGC Committee. The NGC Committee will make all determinations regarding the achievement of performance goals. Settlement of performance awards will be in cash, Shares, other awards or property, net settlement, or any combination thereof. The NGC Committee may, in its discretion, increase or reduce the amount of a settlement to be made in connection with a performance award.
Dividend Equivalents. The Omnibus Plan authorizes grants of dividend equivalents to any participant either in combination with, or separately from, the awards. A dividend equivalent permits the participant to receive payments equivalent to the dividends paid to holders of Shares. Dividend equivalents are payable in cash or Shares, or a combination thereof, as determined by the NGC Committee, provided that the dividend equivalent will be subject to the same restrictions (including applicable vesting conditions) as the underlying award.
Other Cash and Stock-Based Awards. The Omnibus Plan authorizes the making of other cash- or stock-based awards. The NGC Committee will establish the terms and conditions applicable to each award.
Exercise Price. The exercise price for an option or SAR may not be less than the fair market value of the Shares on the grant date.
2021 Proxy Statement — SLM CORPORATION 13
PROPOSAL 2—APPROVALOFTHE 2021 OMNIBUS INCENTIVE PLAN
Expiration Date. The NGC Committee will determine the expiration date of each option and SAR, but no option or SAR will be exercisable more than 10 years after the grant date.
Change in Control. The Omnibus Plan provides that, upon a Change in Control (as defined in the Omnibus Plan), the NGC Committee retains discretion to accelerate the vesting or exercisability of an award, eliminate or make less restrictive any restrictions contained in an award, waive any restriction or other provision of the Omnibus Plan or an award, or otherwise amend or modify an award in any manner.
Duration, Amendments and Termination. The Omnibus Plan will be effective immediately upon approval by the stockholders of the Company and will automatically terminate on June 8, 2031, if not earlier terminated under the terms of the Omnibus Plan. The Board of Directors may amend, modify, suspend, or terminate the Omnibus Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (a) no amendment or alteration that would materially adversely affect the rights of any participant under any previously granted award will be made without the consent of such participant and (b) no material amendments or alternations will be effective prior to approval by the stockholders to the extent such approval is required, including any amendment that would: (i) materially increase the number of Shares issued under the Omnibus Plan; (ii) materially increase the benefits to participants, including any material change to (x) permit a repricing (or decrease in exercise price) of outstanding options, (y) reduce the price at which awards or options may be offered, or (z) extend the duration of the Omnibus Plan; (iii) materially expand the class of participants eligible to participate in the Omnibus Plan; or (iv) expand the types of awards provided under the Omnibus Plan.
Prohibition on Repricing. Subject to the adjustment provision described above, the NGC Committee may not directly or indirectly, through cancellation or regrant or any other method, reduce, or have the effect of reducing, the exercise or hurdle price of any award established at the time of grant without approval of the Company’s stockholders.
Restrictions on Transfer. Except as otherwise permitted by the NGC Committee and provided in the award, awards may not be transferred or exercised by another person except by will or by the laws of descent and distribution or pursuant to a domestic relations order issued by a court of competent jurisdiction.
Cancellation or “Clawback” of Awards. The NGC Committee may, to the extent permitted by applicable law and stock exchange rules or by any applicable Company policy, cancel or require reimbursement of any awards granted, Shares issued or cash received upon the vesting, exercise, or settlement of any awards granted under the Omnibus Plan or the sale of Shares underlying such awards.
Registration With the SEC. If our stockholders approve the Omnibus Plan, we plan to file a registration statement on a Form S-8 (and/or an amendment to our existing registration statement that has been filed with respect to the Predecessor Plan) with the SEC, as soon as reasonably practicable after such approval, to register the Shares available for issuance under the Omnibus Plan.
New Plan Benefits. Any awards granted under the Omnibus Plan will be at the discretion of the NGC Committee. Therefore, it is not possible at present to determine the amount or form of any award that will be available for grant to any individual during the term of the Omnibus Plan or that would have been granted during the last fiscal year had the Omnibus Plan been in effect.
U.S. Federal Income Tax Consequences. The following is a general summary of the current federal income tax treatment of awards, which are authorized to be granted under the Omnibus Plan, based upon the current provisions of the Code and regulations promulgated thereunder. The rules governing the tax treatment of such awards are technical, so the following discussion of tax consequences is necessarily general in nature and does not purport to be complete. In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances. Finally, this discussion does not address the tax consequences under applicable state and local law.
Incentive Stock Options. A participant will not recognize income on the grant or exercise of an incentive stock option. However, the difference between the exercise price and the fair market value of the stock on the date of exercise is an adjustment item for purposes of the alternative minimum tax. If a participant does not exercise an incentive stock option within certain specified periods after termination of employment, the participant will recognize ordinary income on the exercise of an incentive stock option in the same manner as on the exercise of a nonqualified stock option, as described below.
The general rule is that gain or loss from the sale or exchange of shares acquired on the exercise of an incentive stock option will be treated as capital gain or loss. If certain holding period requirements are not satisfied, however, the participant generally will recognize ordinary income at the time of the disposition. Gain recognized on the disposition in excess of the ordinary income resulting therefrom will be capital gain, and any loss recognized will be a capital loss.
14 SLM CORPORATION — 2021 Proxy Statement
PROPOSAL 2—APPROVALOFTHE 2021 OMNIBUS INCENTIVE PLAN
Restricted Stock. Unless a participant who receives an award of restricted stock makes an election under Section 83(b) of the Code (“Section 83(b) Election”) as described below, the participant generally is not required to recognize ordinary income on the award of restricted stock. Instead, on the date the shares vest (i.e., become transferable or no longer subject to forfeiture), the participant will be required to recognize ordinary income in an amount equal to the excess, if any, of the fair market value of the shares on such date over the amount, if any, paid for such shares. If a participant makes a Section 83(b) Election to recognize ordinary income on the date the shares are awarded, the amount of ordinary income required to be recognized is an amount equal to the excess, if any, of the fair market value of the shares on the date of award over the amount, if any, paid for such shares. In such case, the participant will not be required to recognize additional ordinary income when the shares vest.
Nonqualified Stock Options, SARs, RSUs, Performance Awards, and Other Stock-based Awards. A participant generally is not required to recognize income on the grant of a nonqualified stock option, SAR, RSU, a performance award, or a stock award. Instead, ordinary income generally is required to be recognized on the date the nonqualified stock option or SAR is exercised, or in the case of RSUs, performance awards, and stock awards, upon the issuance of shares and/or the payment of cash pursuant to the terms of the award. In general, the amount of ordinary income required to be recognized: (i) in the case of a nonqualified stock option, is an amount equal to the excess, if any, of the fair market value of the shares on the exercise date over the exercise price; (ii) in the case of SARs, the amount of cash and/or the fair market value of any shares received upon exercise plus the amount of taxes withheld from such amounts; and (iii) in the case of RSUs, performance awards, and stock awards, the amount of cash and/or the fair market value of any shares received in respect thereof, plus the amount of taxes withheld from such amounts.
Gain or Loss on Sale or Exchange of Shares. In general, gain or loss from the sale or exchange of shares granted or awarded under the Omnibus Plan will be treated as capital gain or loss, provided that the shares are held as capital assets at the time of the sale or exchange. However, if certain holding period requirements are not satisfied at the time of a sale or exchange of shares acquired upon exercise of an incentive stock option (a “disqualifying disposition”), a participant generally will be required to recognize ordinary income upon such disposition.
Tax Deductibility by Company. The Company generally is not allowed a deduction in connection with the grant or exercise of an incentive stock option. However, if a participant is required to recognize income as a result of a disqualifying disposition, the Company will be entitled to a deduction equal to the amount of ordinary income so recognized. In general, in the case of nonqualified stock options (including incentive stock options that are treated as nonqualified stock options, as described above), SARs, restricted stock, RSUs, performance awards, and stock awards, the Company will be allowed a deduction in an amount equal to the amount of ordinary income recognized by a participant, provided that certain income tax reporting requirements are satisfied. However, the Company may be subject to limits on tax deductibility relating to compensation under certain statutory provisions, including Section 162(m) of the Code.
Equity Compensation Plan Information.The following table summarizes information as of December 31, 2020, 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.
2021 Proxy Statement — SLM CORPORATION 15
PROPOSAL 2—APPROVALOFTHE 2021 OMNIBUS INCENTIVE PLAN
Name | Number of securities to be issued upon exercise of outstanding options and rights(1) | Weighted average of outstanding | 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 |
| — |
| $ | — |
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| — |
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Net-settled options |
| — |
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| — |
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| — |
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RSUs/RES/PSUs |
| 6,864,538 |
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| — |
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| — |
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Total |
| 6,864,538 |
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| — |
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| — |
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| 12,983,107 |
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Employee Stock Purchase Plan(3) |
| — |
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| — |
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| — |
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| 14,645,894 |
| NQ, RES | |||||
Expired Plans | NQ, ISO, RES, RSU, SU | |||||||||||||||||
Traditional options |
| — |
| $ | — |
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| — |
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Net-settled options |
| 139,383 |
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| 5.24 |
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| 0.1 |
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RSUs/PSUs |
| — |
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| — |
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| — |
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Total |
| 139,383 |
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| 5.24 |
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| 0.1 |
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| — |
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Total approved by security holders |
| 7,003,921 |
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| 5.24 |
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| 0.1 |
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| 27,629,001 |
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Equity compensation plans not approved by security holders: | ||||||||||||||||||
Compensation arrangements |
| — |
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| — |
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| — |
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| — |
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Total not approved by security holders |
| — |
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| — |
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| — |
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| — |
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Total |
| 7,003,921 |
| $ | 5.24 |
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| 0.1 |
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| 27,629,001 |
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Required Vote. This proposal to approve the Omnibus Plan requires the affirmative vote of the holders of a majority of the Common Stock present, represented, and entitled to vote at the Annual Meeting. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including broker non-votes, have no direct effect on the matter.
Board of Directors Recommendation
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16 SLM CORPORATION — 2021 Proxy Statement
PROPOSAL 3—ADVISORY VOTEON EXECUTIVE COMPENSATION
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 2020,2021, we submitted a non-binding vote to our stockholders to approve our executive compensation. Approximately 94.489.3 percent of the stockholders voted in favor of the say-on-pay proposal. We attribute that broad support in part to our continued efforts to understand and address the feedback we received from our stockholders. Specifically, in 20202021 we continued to focus on performance-based compensation for our NEOs as we (i) tied a significant portion of total NEO compensation to the achievement of performance goals that we believe drive the fundamentals of our business and (ii) awarded a significant percentage, set at 5075 percent, of the NEO’s long-term incentive plan equity award (“LTIP”) in the form of performance-based awards consisting of performance stock units (“PSUs”). In and premium priced stock options. The NEOs’ 2021 we further increased the performance based LTIP compensationconsisted of our NEOs from(i) 25 percent PSUs; (ii) 50 percent to 75 percent by changing the mix of equity awards such that NEOs receivedpremium priced stock options; and (iii) 25 percent of the LTIP award as PSUs and 50 percent as premium options.restricted stock units (“RSUs”).
The compensation awarded to our current Chief Executive Officer (“CEO”), Jonathan W. Witter, our former CEO, Raymond J. Quinlan, and other NEOs for 20202021 reflects the positive performance of the Company, notwithstanding a global pandemic. The NGCCompensation Committee is mindful of its responsibility to align executive compensation with the overall performance of the Company, while taking into consideration the need to provide market competitive compensation in order to recruit and retain highly skilled and experienced executives. The CD&A provides a comprehensive discussion and rationale for the 20202021 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 our pay-for-performance philosophy, and our goal of aligning management’s interests with those of our stockholders to support the creation of long-term value.
The Board of Directors has adopted a policy providing for annual “say-on-pay” advisory votes. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, Sallie Mae is asking stockholders to approve the following advisory resolution at the Annual Meeting:
“Resolved, that Sallie Mae’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in this proxy statement.”
This proposal to approve the resolution regarding the compensation of Sallie Mae’s NEOs requires the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote at the Annual Meeting.thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including broker non-votes, have no direct effect on the matter. This proposal is advisory in nature and, therefore, is not binding upon the NGCCompensation Committee or the Board of Directors. However, the NGCCompensation Committee will, as itthe former Nominations, Governance and Compensation Committee (the “NGC Committee”) has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions.
Board of Directors Recommendation
✓ |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE RELATED COMPENSATION TABLES AND NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT.
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2021 Proxy Statement —10 SLM CORPORATION 17— 2022 Proxy Statement
PROPOSAL 4—3—RATIFICATIONOFTHE APPOINTMENTOFTHE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL 4—3—RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Sallie Mae’s independent registered public accounting firm, KPMG LLP (“KPMG”), is selected by the Audit Committee of Sallie Mae’s Board of Directors (the “Audit Committee”). The Audit Committee has engaged KPMG as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2021.2022. Representatives of KPMG are expected to be present at the Annual Meeting, and they will have the opportunity to respond to appropriate questions from stockholders and to make a statement if they desire to do so.
This proposal is put before the stockholders because the Board of Directors believes it is a good corporate governance practice to provide stockholders a vote on ratification of the selection of the independent registered public accounting firm.
For ratification, this proposal will require the affirmative vote of the holders of a majority in voting power of the shares of Common Stock present or represented, and entitled to vote at the Annual Meeting.thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter including broker non-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 20212022 if, in its discretion, it determines such a change would be in the Company’s best interests.
Board of Directors Recommendation
✓ |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”RATIFICATION OF THE APPOINTMENT OF KPMG AS SALLIE MAE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR
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2022 Proxy Statement18 — SLM CORPORATION — 112021 Proxy Statement
CORPORATE GOVERNANCE
Roles and Responsibilities of the Board of Directors
The Board of Directors believes strong corporate governance is critical to achieving Sallie Mae’s performance goals and to maintaining the trust and confidence of investors, employees, regulatory agencies, and other stakeholders.
The primary responsibilities of the Board of Directors are to:
review Sallie Mae’s long-term strategies and set long-term performance metrics;
review risks affecting Sallie Mae and its processes for managing those risks, and oversee assignment of various aspects of risk management, compliance, and governance;
select, evaluate, and compensate the CEO and our NEOs;
plan for succession of the CEO and members of the executive management team;
review and approve Sallie Mae’s annual business plan and multi-year strategic plan, and periodically review performance against such plans;
review and approve major transactions and business initiatives;
through its Audit Committee, select and oversee Sallie Mae’s independent registered public accounting firm;
recommend director candidates for election by stockholders; and
evaluate its own effectiveness.
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 at www.salliemae.com under “For Investors,” and a written copy may be obtained by contacting the Corporate Secretary at corporatesecretary@salliemae.comor or SLM Corporation, 300 Continental Drive, Newark, DE 19713. The Guidelines, along with Sallie Mae’s By-Laws, embody the following governance practices, among others:
A majority of the members of the Board of Directors must be independent directors, and all members of the (i) Audit, (ii) Nominations and NGCGovernance, and (iii) Compensation Committees must be independent.
All directors stand for re-election each year. Directors are elected under a majority vote standard in uncontested elections.
As of April 19, 2020, we have separated the role of Board Chair from CEO. We no longer have a Lead Independent Director elected by the Board of Directors due to the independence of our Board Chair.
Each regularly scheduled Board of Directors meeting may conclude with an executive session in which only members of the Board of Directors participate. Each regularly scheduled committee meeting also generally concludes with an executive session presided over by the committee Chair.
We maintain stock ownership and retention guidelines for directors and executive officers.
The Board of Directors and its committees conduct performance reviews annually.undertake an annual review to evaluate their effectiveness.
Directors should not serve on more than three other public company boards in addition to the Company’s Board of Directors.
Non-employee directors are to retire no later than at the annual meeting of stockholders following such director’s 75th birthday. An exception is provided for incumbent directors who are 75 years of age or older as of January 1, 2021 who may stand for re-election to the Company’s Board of Directors at the annual meeting of stockholders in 2021 and 2022, subject to recommendation from the NGCNominations and Governance Committee and approval of the Board.
On April 19, 2020, in connection with the appointment of Mr. Witter as the Company’s new CEO, the Board of Directors adopted a structure separating the Board Chair from the CEO. Mr. Quinlan, the Company’s former CEO, served as Board Chair of the Company (as well as Board Chair of Sallie Mae Bank, our wholly-owned subsidiary (the “Bank”)) until June 18, 2020. At that time, Mr. Quinlan no longer served on theDirectors.
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Board of Directors, and on June 18, 2020, the Board of Directors appointed Leadership Structure
Ms. Franke, an independent director of the Company and Sallie Mae Bank, since 2014, to serveour wholly-owned subsidiary (the “Bank”), serves as the first woman to chair the Board of Directors of the Company as well as the Board of Directors of the Bank.
Mr. Witter serves as a member of the Board of Directors and CEO. The Board of Directors believes that going forward, an independent director is best situated to serve as Board Chair as an effective counterbalance to management and our CEO, who also serves on the Board of Directors. By separating the CEO role from the Board Chair role, the Company is currently put in the best position to oversee all executives of the Company and set a pro-stockholder agenda without presenting potential conflicts that havingact in the two positions combined might pose.best interest of stockholders. The Board of Directors believes the Company is currently best served by separating the roles of Board Chair and CEO. However, subject to Sallie Mae’s By-Laws, the Board of Directors reserves the right to revisit this structure and combine the two roles, depending on the future needs and strategy of the Company at aany given point in time. Our independent Board Chair serves as the principal representative of the Board of Directors, presiding over meetings of the Board of Directors and stockholders.
For a director to be considered independent, the Board of Directors must determine the director does not have any direct or indirect material relationship with Sallie Mae. The Board of Directors has adopted the Guidelines, which embody the corporate governance principles and practices of the Company. The Guidelines include the standards for determining director independence, which conform to the independence requirements of the NASDAQ Global Select Market (“NASDAQ”) listing standards.
The Board of Directors has determined that each of the individuals who served as a director during 2020, other than Mr. Quinlan, our former CEO, and Mr. Witter, our current CEO,2021 and all nominees standing for election at the Annual Meeting, other than Mr. Witter, our CEO, are independent of Sallie Mae.
Each member of the Board of Directors’ Audit, Nominations and NGCGovernance, and Compensation Committees is independent within the meaning of the NASDAQ listing standards, Exchange Act Rule 10A-3, and Sallie Mae’s own director independence standards set forth in the Guidelines. The Guidelines are published at www.salliemae.com under “For Investors”.
Our Board believes diversity is important and seeks representation across a range of attributes, including gender, race, ethnicity, and professional experience, and regularly assesses our Board’s diversity when identifying and evaluating director candidates. As of December 31, 2020,2021, our Board of Directors consisted of the following:
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Pursuant to Nasdaq’s Board Diversity Rule, which was approved by the SEC on August 6, 2021, Board diversity disclosure is provided in the table below as ofDecember 31, 2021. The Company is in compliance with the Nasdaq Board Diversity Rule as at least one director self-identifies as female and at least one additional director self-identifies as an underrepresented minority or LGBTQ+.
Board Diversity Matrix (As of December 31, 2021)
Total Number of Directors | 12 | |||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||
Part I: Gender Identity | ||||||||
Directors | 4 | 8 | ||||||
Part II: Demographic Background | ||||||||
African American or Black | 1 | |||||||
Alaskan Native or Native American | ||||||||
Asian | ||||||||
Hispanic or Latinx | ||||||||
Native Hawaiian or Pacific Islander | ||||||||
White | 3 | 7 | ||||||
Two or More Races or Ethnicities | ||||||||
LGBTQ+ | 1 | |||||||
Did Not Disclose Demographic Background | 1 |
Board, Committee, and Annual Meeting Attendance
Our Board of Directors met 1513 times in 2020.2021. Each of the then-servingincumbent directors attended at least 75 percent of the total number of meetings of the Board of Directors and committees on which he or she served. Directors are expected to attend the Annual Meeting, and 1312 out of 13 of the then-serving members of the Board of Directors attended the Annual Meeting in June 2020.2021. Mr. Goode retired on June 8, 2021, the date of the 2021 Annual Meeting. Accordingly, he did not stand for re-election and did not attend the 2021 Annual Meeting.
14 SLM CORPORATION — 2022 Proxy Statement
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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; Operational and Compliance Risk; and Preferred Stock. On September 17, 2020,June 8, 2021, the Board of Directors eliminatedseparated the Strategic PlanningNGC Committee withinto two stand-alone committees, the expectation that strategic planningCompensation Committee and oversight will be undertaken by all members ofthe Nominations and Governance Committee. On September 15, 2021, the Board of Directors. Separately,Directors changed the Bankname of the Risk Committee to the Financial Risk Committee and amended such committee’s responsibilities, which previously included general oversight of all risks at the Company, to focus on oversight of financial risks at the Company. Additionally, on September 15, 2021, the Board of Directors has also established achanged the name of the Compliance Committee.Committee to the Operational and Compliance Risk Committee and amended such committee’s responsibilities, which previously included general oversight of consumer compliance risk at the Bank, to focus more broadly on non-financial risk at the Company, including consumer compliance risk at the Bank. For ease of understanding, this proxy statement generally refers to the current name of each committee, even when referring to the committee prior to its name change. Each committee is governed by a Board-approved written charter, which is evaluated annually and which sets forth the respective committee’s functions, responsibilities, and delegated authority. Membership of each of the committees is established on an annual basis.
Committee charters are available at www.salliemae.com under “For Investors, Corporate Governance.” Stockholders may obtain a written copy of any and all committee charters by contacting the Corporate Secretary at corporatesecretary@salliemae.com or SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.
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The following table sets forth the membership and number of meetings held for each committee of the Board of Directors as of December 31, 2020.2021.
Audit(1) | Nominations Governance and Compensation | Risk(2) | Preferred Stock | |||||
Paul G. Child(1) (2) (I) | Chair | * | ||||||
Mary Carter Warren Franke(2) (I) (C) | * | * | ||||||
Earl A. Goode+(1) (I) | * | |||||||
Marianne M. Keler(1) (I) | * | * | * | |||||
Mark L. Lavelle(2) (I) | * | * | ||||||
Jim Matheson(I) | * | * | ||||||
Frank C. Puleo+(2) (I) | Chair | |||||||
Vivian Schneck-Last(2) (I) | * | * | ||||||
William N. Shiebler+(1) (I) | Chair | * | ||||||
Robert S. Strong++(1) (2) (1) | * | Chair | ||||||
Jonathan W. Witter | ||||||||
Kirsten O. Wolberg(I) | * | * | ||||||
Number of Meetings in 2020 | 11 | 13 | 11 | 1 |
Audit(1) | Nominations Governance and Compensation(2) | Nominations and Governance(2) | Compensation(2) | Operational and Compliance | Financial Risk(4)(5) | Preferred Stock | ||||||||
Paul G. Child(1) (5) (I) | Chair | * | ||||||||||||
Mary Carter Warren Franke(5) (I) (C) | * | * | * | |||||||||||
Earl A. Goode(6) (I) | *(6) | |||||||||||||
Marianne M. Keler(1) (I) | * | Chair | * | |||||||||||
Mark L. Lavelle(5) (I) | * | Chair | * | |||||||||||
Ted Manvitz(1) (I) | * | * | ||||||||||||
Jim Matheson(I) | * | * | * | |||||||||||
Frank C. Puleo(5) (8) (I) | * | * | ||||||||||||
Samuel T. Ramsey(1) (5) (I) | ||||||||||||||
Vivian Schneck-Last (5) (I) | * | Chair | ||||||||||||
William N. Shiebler(7) (I) | Chair(7) | |||||||||||||
Robert S. Strong(1) (5) (I) | * | Chair | ||||||||||||
Jonathan W. Witter | ||||||||||||||
Kirsten O. Wolberg(5) (I) | * | * | * | Chair | ||||||||||
Number of Meetings in 2021 | 12 | 7 | 2 | 3 | 4 | 8 | 1 |
* | Committee Member |
|
|
(C) | Board Chair |
(I) | Independent Board Member |
(1) | The Board of Directors determined Mr. Child, |
(2) | The NGC Committee was separated into two stand-alone committees, the Nominations and Governance Committee and the Compensation Committee, on June 8, 2021. |
(3) | On September 15, 2021, the Compliance Committee was changed to the Operational and Compliance Risk Committee and became a committee of both the Company and the Bank boards of directors. |
(4) | On September 15, 2021, the Risk Committee was changed to the Financial Risk Committee. |
(5) | The Board of Directors determined Mr. Child, Ms. Franke, Mr. Lavelle, Mr. Puleo, Mr. Ramsey, Ms. Schneck-Last, |
(6) | Mr. Goode served on the NGC Committee and the Operational and Compliance Risk Committee through his date of retirement from the Board of Directors on June 8, 2021. |
(7) | Mr. Shiebler served as Chair of the NGC Committee through June 8, 2021, when the NGC Committee separated into two stand-alone committees. Mr. Shiebler served on the Nominations and Governance Committee, the Compensation Committee, and the Preferred Stock Committee through his date of retirement from the Board of Directors on November 13, 2021. |
(8) | On April 11, 2022, Mr. Puleo notified the Company he will not stand for re-election to the Company’s Board of Directors at the Annual Meeting. Mr. Puleo will continue to serve as a director until such meeting. |
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The Board of Directors and its committees oversee Sallie Mae’s overall strategic direction, including setting risk management philosophy, tolerance and parameters, and establishing procedures for assessing the risks of each business line as well as the risk management practices the management team develops and utilizes. Management escalates to the Board of Directors and/or its committees any significant departures from established tolerances and parameters and reviews new and emerging risks. Throughout the year, the Board of Directors and/or its committees dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail with senior management, including risks related to cybersecurity. We believe that this risk oversight structure complements our current board leadership structure of separate Chair and CEO. The primary risk oversight responsibilities of each of the standing committees of the Board of Directors are as follows:
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; 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 • review and approve loan securitization transactions, loan sales, or debt transactions of our Company or our affiliates; and • oversee framework and strategies pertaining to liquidity and capital management and review capital and liquidity stress testing scenarios and key assumptions.
|
• monitor our major non-financial risks, including operational and |
• review our risk management framework as it pertains to | ||||
• review our risk appetite framework and conduct regular reviews of • 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 |
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. On September 15, 2021, the Operational and Compliance Risk Committee
|
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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:
knowledge of the business of Sallie Mae;
proven record of accomplishment;
willingness to commit the time necessary for Board of Directors service;
integrity and sound judgment in areas relevant to the business;
impartiality in representing stockholders;
ability to challenge and stimulate management; and
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 at corporatesecretary@salliemae.com or c/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 20212022 Annual Meeting has now closed. A stockholder wishing to nominate a candidate for the 2023 Annual Meeting must comply with the notice and other requirements described under “Stockholder Proposals for the 20222023 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/or less-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 are pre-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. The Company issued a credit cardscard to Daniel P. Kennedy, Executive Vice President and Chief Operational Officer of the Company and President of Sallie Mae Bank, and Paul F. Thome, Former Executive Vice President, President of Sallie Mae Bank, and Chief Administrative Officer. Eachthe Bank. The credit card was issued in the ordinary course of business; is on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and does not involve more than the normal risk of collectability or present other features unfavorable to the Company. Since January 1, 2020,2021, we have not had any other transactions with related persons required to be disclosed under Item 404(a) of Regulation S-K, and no such transactions are currently proposed.
Under the Related Party Transactions policy, the Chief Legal, Government Affairs and Communications Officer will notify the Chair of the NGCNominations and Governance Committee of any proposed Related Party Transaction, and the Chair of the NGCNominations and Governance Committee will determine if approval under the policy is required. If required, the NGCNominations and Governance Committee will then review the proposed Related Party Transaction and make a recommendation to the Board of Directors regarding whether to approve the transaction. In considering a transaction, the NGCNominations and Governance Committee takes into account whether a transaction would be on terms no less favorable than to an unaffiliated third 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. Our ESG practices are shaped by our mission—to power confidence as students begin
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their unique journeys. In April 2021,2022, we released our secondthird Corporate Social Responsibility report, discussing our commitment to ESG practices. For a full discussion, please read our Corporate Social Responsibility report at http://www.salliemae.com. N Neithereither the report nor our website areis incorporated by reference in this proxy statement.
Human Capital ManagementEmpowerment and Talent Development
With respectWe 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 mission to life.
We create a diverse culture of inclusion and an environment that encourages and reinforces mutual trust, makes it safe to express thoughts, ideas and concerns, and connects and embraces diverse backgrounds and perspectives to power and fuel our workforce, and in furtherance of our strategic imperative to leverage our culture to engage employees and recognize and reward contributions to business results and develop talent to support our business strategy and growth, we strive to adopt policies, programs, and compensation structures that lead to a safe, productive, diverse, and engaged workforce.
Our “MAPS” program (Manage, Apply, Practice, and Succeed) is designed to identify, and cultivate, our future leaders from existing employees of Sallie Mae. Now in its third year and seventh cohort, the MAPS program brings together mid and senior-level managers to enhance their leadership skills and build their project management capabilities through group projects and collaborative exercises. Our leadership development program is designed to build on our leadership competencies, and is offered to mid to senior-level leaders who have the potential to assume broader roles in the future.
mission. We believe that a diverse and inclusive workforce can lead to a more effective company.
We are focused on providing a total compensation package that enables us to attract, motivate, and retain our employees to help drive our business forward. Our benefits package includes company contributions to the 401(k), educational assistance to our team members and their 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 new starting rate for all positions in 2021.
As of December 31, 2020, 54.1 percent of our2021, we had approximately 1,450 team members, were female and 40.6 percent of our team members self-identified as part of a minority group. Our talent acquisition program has led to a steady increase since 2015all located in female and minority representation in leadership positions across the Company.
United States. We believe an engaged workforce leads to a more innovative, productive, and profitable company. For this reason, we periodically measure employee engagement. The results from engagement through culture surveys. These culture surveys are usedprovide insights we use to implement programscreate an environment in which team members thrive and processes designedbring their full selves to keepwork.
Ensuring the safety and well-being of our team members connectedcontinues to be a priority during the COVID-19 pandemic. In March 2020, we enacted a robust business continuity plan, including remote working capabilities for all team members. We further adapted to the changing environment in 2021, and growing atnow offer remote, in-office, and hybrid options so our team may work in a manner best suited for them and their positions. We continue to provide team members with the tools and resources necessary to support their success and drive performance of the Company.
Our team members are involved in the communities in which they live and work through the Sallie Mae.Mae Employee Volunteer Program and the Sallie Mae Employee Matching Gift Program. In 2021, our team members donated 1,128 hours through our community engagement programs. We also provide matching gifts for team members to support the interests and needs of them and their communities.
Corporate Governance
Sallie Mae’s Board of Directors, executive leaders, team members, and business partners are committed to operating under sound principles of corporate governance. We believe that maintaining high standards of accountability and transparency are fundamental for ourthe long-term success of our business. Our corporate governance structure ensures robust Board and management responsibility, responsiveness to our stockholders, and responsible decision-making. Our overarching code of conduct, corporate governance policies, Board committee charters, certificate of incorporation, and By-Laws form the framework of governance at Sallie Mae. Since the formation of the Company, we have 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. TwelveEleven members of the Board are independent directors, including Ms. Franke, the first female Board Chair in the Company’s history.
Our response to COVID-19
Throughout the COVID-19 pandemic, we have taken steps to ensure the well-being of our customers, employees, and communities. In particular, we have published educational materials to help customers and our community from COVID-19 scams and offered COVID-19 forbearance programs for our customers, where appropriate. We also implemented changes to support our employees’ ability to work remotely, and advanced social distancing and enhanced cleaning measures at all facilities. In addition, The Sallie Mae Fund donated $1 million in aggregate to local food banks in Delaware, Indiana, Massachusetts, Utah, and Virginia — the communities in which we work and live. Each of these organizations received $200,000 from The Sallie Mae Fund to help deploy vital hunger-relief resources to our neighbors in need.
Our current policy on political activities is publicly available on our website at www.salliemae.com under “For Investors” and sets forth the principles regarding our stance on political activities. We comply with federal, state, and local lobbying registration and disclosure requirements. We work closely with the NGCNominations and Governance Committee to review and reconsider our existing policies, procedures, and decision-making approaches to government relations and political activities.
At this time, we have one long-term, experienced employee engaged in lobbying activities exclusively related to matters that directly or indirectly affect the Private Education Loan (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 external, bipartisan lobbying/consulting firms that
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assist with the same objectives, and we report the lobbying-related expenditures made to external firms in our lobbying disclosures. Our involvement with industry associations is limited to those associations comprised of financial institutions with similar interests.
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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.
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 the spin-off of Navient Corporation (“Navient”) in April 2014 (the “Spin-Off”) were assumed and taken over by Navient in connection with the Spin-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, the non-management directors as a group, the Board Chair, or any other individual member of the Board of Directors by contacting the Corporate Secretary in writing at corporatesecretary@salliemae.com or c/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.
We have a Code of Business Conduct that applies to Board of Directors members and all employees. The Code of Business Conduct is available on our website (www.salliemae.com under “For Investors”) and a written copy is available from the Corporate Secretary. We intend to post amendments to or waivers of the Code of Business Conduct, if any (to the extent applicable to the Company’s chief executive officer, principal financial officer, principal accounting officer, or any director), at this location on our website.
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REPORTOFTHE AUDIT COMMITTEEOFTHE BOARDOF DIRECTORS
REPORT 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 at www.salliemae.com under “For Investors.” |
5. | The Audit Committee’s charter requires the pre-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 the pre-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 Form 10-K for the fiscal year ended December 31, |
Audit Committee
Paul G. Child, Chair
Mary Carter Warren Franke
Marianne M. Keler
Mark L. LavelleTed Manvitz
Jim Matheson
Vivian C. Schneck-Last
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ACCOUNTING FIRM
Independent Registered Public Accounting Firm Fees for 20202021 and 20192020
Aggregate fees billed for services performed for Sallie Mae by its independent accountant, KPMG, for fiscal years ended December 31, 20202021 and 2019,2020, are set forth below.
2020 | 2019 | 2021 | 2020 | |||||||||||||
Audit Fees | $ | 1,938,773 | $ | 2,110,910 | $ | 1,877,570 | $ | 1,938,773 | ||||||||
Audit Related Fees | 1,040,000 | 546,000 | $ | 1,110,000 | 1,040,000 | |||||||||||
Tax Fees | — | — | 3,679 | — | ||||||||||||
All other fees | — | — | — | — | ||||||||||||
Total | $ | 2,978,773 | $ | 2,656,910 | $ | 2,991,249 | $ | 2,978,773 |
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 and other services related to service provider compliance reports, trust servicing and administration reports, internal control reviews, and attest services that are not required by statute or regulation.
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, 20202021 were $0. All other fees for the fiscal year ended December 31, 20192020 were $0.
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 2020.2021. 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.
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OWNERSHIPOF COMMON STOCKBY 5 PERCENTOR MORE HOLDERS
OWNERSHIP OF COMMON STOCK BY 5 PERCENT OR MORE HOLDERS
The following table provides information about each stockholder known to Sallie Mae to beneficially own five percent or more of the outstanding shares of our Common Stock, based solely on the information filed by each such stockholder (i) in 20212022 for the year ended December 31, 20202021 on Schedule 13G or 13G/A, as applicable, under the Exchange Act or (ii) on Schedule 13F-HR,13D as most recently filed, as applicable, under the Exchange Act.
Name and Address of Beneficial Owner | Shares(1) | Percent(1) | Shares(1) | Percent(1) | ||||
The Vanguard Group, Inc.(2) | 34,723,320 | 9.3% | 33,855,794 | 11.55% | ||||
ValueAct Holdings, L.P.(3) | 32,294,254 | 8.6% | ||||||
BlackRock, Inc.(3) | 24,470,874 | 8.3% | ||||||
BlackRock, Inc.(4) | 31,504,267 | 8.4% | ||||||
Massachusetts Financial Services Company(4) 111 Huntington Avenue Boston, MA 02199 | 17,587,780 | 6.0% | ||||||
Impactive Capital LP, Lauren Taylor Wolfe, and Christian Asmar(5) 152 West 57th Street, 17th Floor New York, New York 10019 | 15,485,159 | 5.5% |
(1) | Based on information in the most recent Schedule 13G or 13G/A, or Schedule |
(2) | Information is as of December 31, |
(3) | Information is as of December 31, |
|
(4) | Information is as of December 31, 2021 and is based upon a Schedule 13G, filed with the SEC on February 2, 2022, by Massachusetts Financial Services Company, a Delaware corporation. The reporting entity reported the sole power to vote or direct the voting for 17,116,241 shares of Common Stock and the sole power to dispose of or direct the disposition of 17,587,780 shares of Common Stock. |
2021 Proxy Statement
(5) | Information is as of March 10, 2022 and is based upon a Schedule 13D, filed with the SEC on March 10, 2022, by (i) Impactive Capital LP, a Delaware limited partnership and the investment manager of certain funds and/or accounts, (ii) Impactive Capital LLC, a Delaware limited liability company and the general partner of Impactive Capital LP, and (iii) Lauren Taylor Wolfe and Christian Asmar, each a Managing Member of Impactive Capital LLC. The reporting entities and persons each reported the shared power to vote or direct the voting for 15,485,159 shares of Common Stock and shared power to dispose of or direct the disposition of 15,485,159 shares of Common Stock. |
—22 SLM CORPORATION 29— 2022 Proxy Statement
OWNERSHIPOF COMMON STOCKBY DIRECTORSAND EXECUTIVE OFFICERS
OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth information concerning the beneficial ownership of Sallie Mae’s Common Stock by: (i) our current directors and nominees; (ii) the Named Executive Officers listed in the Summary Compensation Table; and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table takes into account shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options). Information is provided as of February 26, 2021,28, 2022, unless noted otherwise. As of February 26, 2021,28, 2022, the Company had 363,669,712277,783,422 outstanding shares of Common Stock. The beneficial owners listed have sole voting and investment power with respect to shares beneficially owned, except as to the interests of spouses or as otherwise indicated.
Shares | Vested Options(1) |
Total | Percent of Class | Shares | Vested Options(1) |
Total | Percent of Class | |||||||||||||||||||||||||
Directors and Director Nominees | ||||||||||||||||||||||||||||||||
Paul G. Child | 65,866 | — | 65,866 | * | 70,863 | — | 70,863 | * | ||||||||||||||||||||||||
Mary Carter Warren Franke(2) | 71,009 | — | 71,009 | * | 76,006 | — | 76,006 | * | ||||||||||||||||||||||||
Earl A. Goode | 146,383 | — | 146,383 | * | ||||||||||||||||||||||||||||
Marianne M. Keler(3) | 100,616 | — | 100,616 | * | 105,613 | — | 105,613 | * | ||||||||||||||||||||||||
Mark L. Lavelle | 24,042 | — | 24,042 | * | 30,932 | — | 30,932 | * | ||||||||||||||||||||||||
Ted Manvitz | — | — | — | — | 6,847 | — | 6,847 | * | ||||||||||||||||||||||||
Jim Matheson | 58,833 | — | 58,833 | * | 66,336 | — | 66,336 | * | ||||||||||||||||||||||||
Frank C. Puleo | 156,656 | — | 156,656 | * | 163,546 | — | 163,546 | * | ||||||||||||||||||||||||
Samuel T. Ramsey | — | — | — | * | ||||||||||||||||||||||||||||
Vivian C. Schneck-Last | 57,956 | — | 57,956 | * | 62,953 | — | 62,953 | * | ||||||||||||||||||||||||
William N. Shiebler(4) | 78,537 | — | 78,537 | * | ||||||||||||||||||||||||||||
Robert S. Strong | 81,009 | — | 81,009 | * | 89,399 | — | 89,399 | * | ||||||||||||||||||||||||
Jonathan W. Witter(5) | 394,989 | — | 394,989 | * | ||||||||||||||||||||||||||||
Jonathan W. Witter(4) | 621,667 | — | 621,667 | * | ||||||||||||||||||||||||||||
Kirsten O. Wolberg | 39,540 | — | 39,540 | * | 44,926 | — | 44,926 | * | ||||||||||||||||||||||||
Named Executive Officers | ||||||||||||||||||||||||||||||||
Steven J. McGarry(6) | 272,099 | — | 272,099 | * | ||||||||||||||||||||||||||||
Steven J. McGarry(5) | 259,895 | — | 259,895 | * | ||||||||||||||||||||||||||||
Kerri A. Palmer | 2,482 | — | 2,482 | * | ||||||||||||||||||||||||||||
Daniel P. Kennedy | 168,465 | — | 168,465 | * | 188,795 | — | 188,795 | * | ||||||||||||||||||||||||
Donna F. Vieira | 25,000 | — | 25,000 | * | 43,203 | — | 43,203 | * | ||||||||||||||||||||||||
Raymond J. Quinlan | 581 | — | 581 | * | ||||||||||||||||||||||||||||
Paul F. Thome | 110,603 | — | 110,603 | * | ||||||||||||||||||||||||||||
Current Directors and Executive Officers as a Group (19 Persons) | 1,842,182 | — | 1,842,182 | * | ||||||||||||||||||||||||||||
Current Directors and Executive Officers as a Group (18 Persons) | 1,986,848 | — | 1,986,848 | * |
* | Represents beneficial ownership of less than 1 percent. |
(1) | Shares that may be acquired within 60 days of February |
(2) | Includes 7,000 shares held by Ms. Franke’s spouse in his IRA. |
(3) | Includes 76,574 shares held in trust. |
(4) | Includes |
(5) | Includes |
|
2022 Proxy Statement30 — SLM CORPORATION — 232021 Proxy Statement
EXECUTIVE OFFICERS
Our executive officers are appointed annually by the Board of Directors. The following sets forth biographical information concerning Sallie Mae’s executive officers who are not directors. Biographical information for Mr. Witter is included in Proposal 1—Election of Directors.
Name and Age |
Position and Business Experience | |||
Daniel P. Kennedy | • Executive Vice President and Chief Operational Officer, SLM Corporation and President, Sallie Mae Bank—January 2021 to present; Executive Vice President and Chief Operational Officer, SLM Corporation—September 2020 to December 2020; Senior Vice President and Chief Operational Officer, SLM Corporation—August 2020 to September 2020; Senior Vice President and Chief Information Officer—May 2014 to August 2020 | |||
Steven J. McGarry
| • 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 | |||
Kerri A. Palmer
| • Executive Vice President and Chief Risk Officer, SLM Corporation—April 2022 to present; Executive Vice President and Chief Risk and Compliance Officer, SLM Corporation—January 2021 to • Senior Vice President, Risk Management, Capital One—2013 to January 2021; Managing Vice President and Business Chief Risk Officer, Auto Finance and Mortgage, Capital One —2008 to 2013 | |||
Donna F. Vieira
| • 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 • 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 | |||
Jonathan R. Boyles
| • 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
| • 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 |
2021 Proxy Statement —24 SLM CORPORATION 31— 2022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
COMPENSATION DISCUSSION AND ANALYSIS
| ||||||||
Risk | ||||||||
Other Arrangements, Policies, and Practices Related to Executive Compensation Programs | ||||||||
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.
As previously disclosed, on April 19, 2020, we experienced a significant transition within our executive leadership team, as Raymond Quinlan ceased serving as our CEO and Jonathan Witter was appointed as our new CEO, effective April 20, 2020. In addition, on August 10, 2020, Paul Thome ceased serving as our Chief Administrative Officer, but continued to serve as the President of Sallie Mae Bank through December 31, 2020 to assist the Company with its leadership transition. Mr. Thome will continue to serve as a consultant to the Company through December 31, 2021. On August 25, 2020, we promoted Daniel Kennedy to serve as our Chief Operational Officer, and on January 1, 2021, appointed Mr. Kennedy to serve as the President of Sallie Mae Bank. In addition, on August 25, 2020, Donna Vieira took on additional responsibilities as Chief Commercial Officer.
In connection with these changes in our executive leadership team, we have re-examined our executive compensation practices and programs through new philosophies from our leadership team, feedback from stockholders, alignment with our strategies, and continuing assessments of competitive practices with effect for 2021. We believe these practices and programs will build upon our ability to attract, motivate, and retain our senior executives. In particular, we will explain how the NGC Committee made 2020 compensation decisions for our NEOs and how we have overhauled our compensation practices for 2021.
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 2020, nearly 420,0002021, more than 397,000 families chose us as their Private Education Loan provider, more than any other private student loan lender. We originated $5.3$5.4 billion of Private Education Loans, a decreasean increase of 52 percent from the year ended December 31, 2019.2020. As of December 31, 2020,2021, we had $18.4$19.6 billion of Private Education Loans held for investment, net, outstanding.
Our performance-based compensation programs, including our 2020 Managementthe 2021 Annual Incentive Plan, (“2020 MIP”which consists of a short-term annual cash bonus (the “2021 AIP”), and the performance-based elements of the LTIP, consisting of a grant of PSUs, focus our senior executives on goals that drive our financial performance. As discussed in more detail herein, our 2020 MIP and PSU grants encourage executives to focus on customer growth
32 SLM CORPORATION — 2021 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
(through metrics such as Private Education Loan originations, customer ease, and pre-tax, pre-provision income), while both our 2020 MIP and PSU grants ensure that such growth comes from high credit quality loans (through metrics such as weighted average origination FICO score for Private Education Loans, gross Private Education Loan defaults as a percentage of average loan balances in repayment, and cumulative charge-offs). In addition to the more traditional financial metrics (adjusted core earnings and operating expenses), these goals focused our senior executives’ attention on increasing the number of Private Education Loans we originated in 2020.
We further aligned our performance-based compensation programs for 2021 by modifying our equity-based compensation program to place a greater emphasis on performance, as 75 percent of our 2021 equity awards are based on the performance of our Common Stock. These equity awards include:
(i) premium priced stock options, which have an exercise price 15 percent higher than the fair market valueclosing price of our Common Stock on the grant date; and
(ii) PSUs that vest solely based on oura relative total shareholder return.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 2021 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 net charge-offs metric). Our 2021 performance-based compensation programs also include the following financial metrics: adjusted core earnings per share, operating expenses, and relative TSR.
We believe this increasedcontinued emphasis on performance-based compensation, as well as the greatercontinued focus on share value as a key metric for equity-based compensation, should further align our executives’ compensation with the interests of our stockholders.
The compensation set forth in this CD&A, and the amounts provided by our NGC Committee and the Board of Directors in connection with the 2020 MIP and PSU grants, were determined after taking into account the costs associated with the hiring of Mr. Witter, the Company’s new CEO, in April 2020, and the subsequent restructuring of the Company’s business. While the Company closely monitored the impact of the COVID-19 crisis on the economy and our business, it was ultimately determined that no changes needed toshould be made to our executive compensation programs, including the 2020 MIP,2021 AIP, in response to COVID-19.
2022 Proxy Statement — SLM CORPORATION 25
COMPENSATION DISCUSSIONAND ANALYSIS
The pay-for-performance philosophy underlying our executive compensation program provides a competitive total compensation program tied to both Company and individual performance and aligned with the interests of our stockholders.stockholders as well as designed to attract and retain executives. For 2020,2021, 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 pursuant to the 2020 MIP, as described in further detail on page 39.value.
Focus executive compensation toward long-term equity-based incentives to reward long-term growth and focus management on sustained success and stockholder value creation.
Grant PSUs tiedDo not consider amounts realized (or not) from prior annual incentive program or long-term incentive program compensation awards when setting any element of compensation payable to (i) cumulative charge-offs, (ii) pre-tax, pre-provision income, and (iii) relative total shareholder return (“TSR”) as a modifier to further alignan executive compensation with the long-term, sustainable performance of the Company.
Establish stock ownership guidelines that link the interests of our executives with our Common Stockholders.
Provide base salaries that are competitive and permit us to attract, motivate, and retain those executives who drive our success.
Provide competitive employee benefits and limited perquisites.officer.
For the fiscal year ended December 31, 2020,2021, our Named Executive Officers were:
Jonathan W. Witter Chief Executive Officer | Steven J. McGarry Executive Vice |
|
Executive Vice President | Daniel P. Kennedy Executive Vice President and Chief Operational Officer and President of Sallie Mae Bank |
Executive Vice President and Chief Commercial Officer |
(1) |
|
(2) |
|
|
|
|
2021 Proxy Statement —26 SLM CORPORATION 33— 2022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
Compensation Practices Summary
What We Do
|
What We Don’t Do
| |||||
ü Tie significant portions of compensation to Company performance
ü Utilize the
ü Utilize an LTIP with a significant weighting
ü Annually review and refine all compensation programs and policies based on feedback from stockholders, our independent compensation consultant, and market best practices
ü Mitigate risk-taking by utilizing equity awards vesting over a three-year period, while placing caps on potential payments and maintaining equity (as well as cash bonus) clawback provisions, and utilizing a one-year holding period following the vesting of PSUs granted in 2021 and 2022
ü Require significant share ownership by the CEO, Executive Vice Presidents, and Senior Vice Presidents
ü
ü Annually assess risk of significant employee incentive compensation plans
ü Retain an independent compensation consultant to advise on market practices and specific compensation programs
| × Since 2014, no individual employment agreements have been entered into with any executive officer
× No individual change-in-control agreements
× No “single-trigger” change-in-control agreements
× No excise tax gross-ups
× No hedging or pledging of Common Stock
× No single-trigger accelerated settlement of equity awards
× No above-market returns on deferred compensation plans
× No pension benefits provided |
2022 Proxy Statement — SLM CORPORATION 27
COMPENSATION DISCUSSIONAND ANALYSIS
Stockholder Engagement & Say-on-Pay Results
STOCKHOLDER ENGAGEMENT | ||||||
Spring | Summer | Fall | Winter | |||
• Active outreach, if necessary, with institutional holders to discuss important governance items to be considered at Annual Meeting
• Publish annual communications to stockholders including the proxy statement and Form 10-K
• Publish annual Corporate Social Responsibility Report | • Conduct Annual Meeting
• Review results and feedback from Annual Meeting with institutional holders
• Share investor feedback with the Board of Directors
• Active outreach, if necessary, with institutional holders to discuss vote and follow up issues
• Conduct annual Board of Directors assessment of governance
| • Active outreach | • Perform peer group compensation analysis to ensure compensation is appropriate based on financial performance comparisons
• Review governance practices and trends, regulatory developments, and our governance framework |
34 SLM CORPORATION — 2021 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
We engage with our stockholders and proxy advisory firms throughout the year and provide stockholders with an annual opportunity to cast an advisory say-on-pay vote. At our 20202021 annual meeting of stockholders, approximately 9489 percent of the votes present voted in favor of our say-on-pay proposal. Additionally, in 20202021 management reached out to investors owning a majority of the outstanding shares and discussed our executive compensation program and other compensation-related matters with a number of them. Through our stockholder engagement and strong say-on-pay vote, we gathered important information on how our compensation policies could continue to improve and continued practices that encourage sustainable long-term growth. We continue to focus on performance-based compensation for our NEOs as we (i) tie a significant portion of total NEO compensation to the achievement of performance metrics and goals pursuant to the management incentive programsAIP and (ii) award a significant percentage, set at 75 percent, of each NEO’s LTIP in the form of PSUs and premium priced stock options (for 2021, the percentage of each NEO’s LTIP that is in the form of PSUs will decrease to 25 percent while 50 percent of each NEO’s LTIP will be in the form of premium priced stock options).options. Stockholder engagement and the outcome of the say-on-pay vote results will continue to inform future compensation decisions. Over the last five years, stockholders have strongly supported our executive compensation program, with 89% or more of the votes cast in support of the program each year.
Historical Say-on-Pay Vote
Annual Meeting Year | 2016 | 2017 | 2018 | 2019 | 2020 | 2017 | 2018 | 2019 | 2020 | 2021 | |||||||||||||||||||||||||||||||||||
For Say-on-Pay Vote |
| 87.1 | % |
| 89.6 | % |
| 92.2 | % |
| 96.0 | % |
| 94.4 | % |
| 89.6 | % |
| 92.2 | % |
| 96.0 | % |
| 94.4 | % |
| 89.3 | % |
28 SLM CORPORATION — 2022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
Our stock generated a three-year total return for stockholders of 12.5145.6 percent from 20172018 through 2020,2021, compared to 0.471.8 percent for our peer group of companies, 14.185.9 percent for the S&P Supercomposite Consumer Finance Sub Industry Index, and negative 10.561.3 percent for the S&P 400 Regional Bank Sub-Industry Index. As of December 31, 2020,2021, we ranked in the 8070th percentile of total returns for the three-year period of our peer group.
Total Shareholder Return
12/31/17-12/18-12/31/2021
* | For the full roster of members of our peer group, please refer to the section below on page |
Over the last three years, we have also increased Total Assets by 4110 percent and GAAP Diluted Earnings Per Common Share by 263237 percent. During this three-year period,
Highlights of Company Performance
2021 Net Income Attributable to Common Stock (calculated in accordance with Generally Accepted Accounting Principles (“GAAP”)) of $1,156 million, as compared to $871 million in the Total Shareholder Returnprior year.
$3.61 GAAP Diluted Earnings Per Common Share for 2021, as compared to $2.25 for the Company was 12.5 percent.prior year.
Private Education Loan Originations of $5.4 billion in 2021, as compared to $5.3 billion in 2020, a 2 percent increase year-over-year.
Private Education Loan held for investment portfolio, net, totaled $19.6 billion as of December 31, 2021, as compared to $18.4 billion as of December 31, 2020, a 6.4 percent increase year-over-year.*
Total Assets of $29.2 billion as of December 31, 2021, as compared to $30.8 billion as of December 31, 2020.**
* | The increase in the Private Education Loan portfolio is primarily related to an increase in loan originations during the year and a decrease in the allowance for loan losses, as a result of improved economic forecasts and faster prepayment speeds. |
** | The decrease in Total Assets from 2020 to 2021 was primarily due to additional loan sales in 2021 (approximately $1 billion more in loan sales in 2021). |
20212022 Proxy Statement — SLM CORPORATION 3529
COMPENSATION DISCUSSIONAND ANALYSIS
Highlights of Company Performance
2020 Net Income Attributable to Common Stock (calculated in accordance with Generally Accepted Accounting Principles (“GAAP”)) of $871 million, as compared to $561 million in the prior year.
$2.25 GAAP Diluted Earnings Per Common Share for 2020, as compared to $1.30 for the prior year.
Private Education Loan Originations of $5.3 billion in 2020, as compared to $5.6 billion in 2019, a 5 percent decrease year-over-year due to the pandemic.
Private Education Loan portfolio, net, totaled $18.4 billion as of December 31, 2020, as compared to $22.9 billion as of December 31, 2019, a 19.5 percent decrease year-over-year.*
Total Assets of $30.8 billion as of December 31, 2020, as compared to $32.7. billion as of December 31, 2019.*
|
The charts below illustrate, for our CEO and separately for the other NEOs in aggregate, the percentage of 20202021 compensation that consisted of base salaries, target annual bonuses (determined and paid in cash in early 2021)2022), and LTIP awards of restrictedRSUs, premium priced stock units (“RSUs”)options, and PSUs granted in early 2020.2021.
3630 SLM CORPORATION — 20212022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
The compensation program in 20202021 for our NEOs consisted of seven elements. These elements, as well as the reasons why each was chosen and the ways in which each achieves our compensation objectives, are described below:
Compensation Element | Description | Objective | ||||||
Base Salary | Fixed cash compensation. Reviewed annually and adjusted as appropriate. | To provide a base level of cash compensation for senior executives based on level and responsibility. | ||||||
Annual Incentive Bonus | Variable compensation. Annual bonus amounts for | To encourage and reward senior executives for achieving annual corporate performance and individual goals. | ||||||
Long-Term Incentives |
RSUs, PSUs, and | Multi-year variable compensation. Generally granted annually. In 2021, the long-term equity-based incentive plan for the NEOs was further revised to increase the proportion of performance-based compensation from 50 percent to 75 percent. The long-term equity-based incentive plan for the NEOs in 2021 consists of (i) 25 percent RSUs that vest in one-third increments over a three-year period; (ii) 25 percent PSUs that cliff vest in three years based on relative | To motivate and retain senior executives by aligning their interests with that of stockholders through sustained performance and growth. | |||||
Other | Health, welfare, and retirement benefits |
| To promote employee health and protect financial security. | |||||
Deferred Compensation 401(k) Savings Plan | Retirement benefit. The Sallie Mae Deferred Compensation Plan and the Supplemental 401(k) Savings Plan provide our highly compensated executives with a vehicle into which they can opt to defer a portion of their compensation for retirement. These opportunities are provided in lieu of any pension benefit plans. | To provide retirement planning opportunities. | ||||||
Severance benefits | Fixed cash compensation-based severance payments. Equity awards generally continue to vest on their terms after changes of control, involuntary terminations other than for cause, or if the grantee voluntarily ceases employment and meets our retirement eligibility requirements. For more information, see “Arrangements with Named Executive Officers” below on page | To maintain continuity of management in light of major restructurings or after a change of control and provide temporary income following involuntary terminations of employment other than for cause. | ||||||
Perquisites | Fixed compensation. Consists primarily of executive physical examinations and, in limited instances, housing relocation expenses, as well as directed charitable giving made by an affiliate, The Sallie Mae Fund, upon request of our employees. | To provide business-related benefits to assist in attracting and retaining key executives. |
20212022 Proxy Statement — SLM CORPORATION 3731
COMPENSATION DISCUSSIONAND ANALYSIS
How Our Compensation Decisions Are Made
Participant | Roles | |||
Board of Directors | • Independent members establish CEO’s compensation based on findings and recommendations of
• Receives report from | |||
| • Sets
• Establishes annual long-term, equity-based incentive plan awards for senior executives, including NEOs, and establishes related performance-based metrics.
• Retains independent compensation consultant on annual basis.
• Establishes peer group for comparative compensation data purposes.
• Participates with
• Reviews and approves all aspects of NEO • Reviews and recommends CEO compensation to the Board of Directors for approval.
• Approves and/or certifies annual achievement of | |||
| • Participates in development and delivery of CEO’s performance and compensation review. | |||
| • Participates in development and delivery of CEO’s performance and compensation review.
• Participates with CEO in final review and approval of all individual | |||
Chief Executive Officer | • Reviews performance of all other NEOs with
• Participates with | |||
Compensation Consultant | • Assists the | |||
Chief Risk Officer | • Conducts a risk assessment prior to the adoption of |
|
In establishing compensation levels and structures, policies, and performance for 2020,2021, the NGCCompensation Committee also considered the results of the annual “say-on-pay” advisory vote of stockholders, which received the approval of approximately 94.489.3 percent of the shares present in person or represented by proxy and entitled to vote on the matter at our 20202021 annual meeting of stockholders, and recommendations from stockholders as part of our stockholder outreach. Given the results of the stockholder advisory vote, the Compensation Committee’s ongoing review of our compensation programs, and feedback from our stockholders, the Compensation Committee believes that our existing executive compensation programs effectively align the interests of our NEOs with our short-term and long-term goals.
3832 SLM CORPORATION — 20212022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
2020 Management2021 Annual Incentive Plan for Named Executive Officers
The following are highlights of the 2020 MIP:2021 AIP:
Core Net Operating Income served as the performance metric for establishing the initial funding pool at 200 percent of target for the 2020 MIP, which is then adjusted downward based on the underlying plan metrics described below.
Annual bonus awards for NEOs under the 2020 MIP were determined based on an 80 percent corporate performance component and a 20 percent individual performance component.
The following six corporate goalsfour funding metrics were utilized under the 2020 MIP2021 AIP at the following weightings:
Adjusted Core Earnings* (35Earnings Per Share* (40 percent)
Private Education Loan Originations (25 percent)
Operating Expenses (20(25 percent)
Gross Private Education Loan Defaults as a Percentage of Average Loan Balances in RepaymentNet Charge-Offs (10 percent)
Weighted Average Origination FICO Score for Private Education Loans (5 percent)
Customer Ease (5 percent)
Each NEO in the 2020 MIP2021 AIP had an established target bonus opportunity, with no guaranteed minimum (i.e., the actual bonus could be 0 percent of target).
Included a clawback and risk adjustment provision.
Chief Risk Officer completed a risk assessment and attestation of the 2020 MIP.2021 AIP.
Under the 2020 MIP,2021 AIP, the NEOs’ annual bonuses were paid 100 percent in cash.
* | See “Appendix |
ManagementAnnual Incentive Plan Goal Setting
Each year, management develops a rigorous business plan that reflects the Company’s strategy for achieving operating and financial results to enhance franchise value while prudently growing our business. The Company’s business plan was the source of the performance goals approved by the NGCCompensation Committee for purposes of setting our 2020 MIP targets.2021 AIP targets and funding metrics. These performance goals were carefully analyzed and subject to considerable review by the NGCCompensation Committee, with the advice of its independent compensation consultant. After taking into account the costs associated with our CEO transition, in April 2020, and the subsequent restructuring of the Company’s business, approximately $34 million was excluded from the calculation of the operating expenses metric under the 2020 MIP, because these expenses reflected large, one-time expenses that were not part of the Company’s business plan and were not within the control of the 2020 MIP participants.
Since establishing Sallie Mae as a stand-alone consumer bank in April 2014, we generally have been able to consistently enhance franchise value by growing assets and earnings, maintaining conservative credit standards, and providing excellent customer service. As a financial institution, our targetsfunding metrics for the 2020 MIP2021 AIP were designed to balance asset growth, credit quality, operating expenses, and risk management and customer satisfaction, by utilizing a mix of financial metrics (adjusted core earnings per share and operating expenses), a customer growth metricsmetric (private crediteducation loan originations and customer ease)originations), and a credit quality metrics (weighted average origination FICO and gross Private Education Loan defaults as a percentage of average loan balances in repayment)metric (net charge-offs).
In selecting objective performance metrics and establishing challenging target, threshold, and maximum levels, the NGCCompensation Committee considered the upcoming year’s business objectives and outlook in light of the unique dynamics of the consumer-banking sector at that point in time. Rather than only examining and relying upon the prior year’s targets and actual results—which may not reflect the current year’s changes to our strategic business plan—and challenges affecting our industry, the NGCCompensation Committee’s goal setting considers particular and timely market trends that are likely to impact our business based on current activity, as well as our Company’s projected growth and other factors specific to our business.
Core Net Operating Income served as the performance metric for establishing the initial funding pool at 200 percent of target for the 2020 MIP. The NGC Committee used that financial metric for the initial bonus pool funding because it reflects the Company’s performance for the year at the broadest level. The Company calculated Core Net Operating Income for 2020 as the sum of (i) Core Earnings attributable to the Company’s Common Stock and (ii) preferred stock dividends paidFour corporate metrics were established by the Company in 2020. For a descriptionCompensation Committee to determine the funding of how we calculate “Core Earnings” and for a reconciliation of “Core Earnings” to the nearest comparable GAAP measure, see Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Financial Measures-Core Earnings” in our 2020 Form 10-K.2021 AIP.
20212022 Proxy Statement — SLM CORPORATION 3933
COMPENSATION DISCUSSIONAND ANALYSIS
Based on forecasted financial results, the Core Net Operating Income target for the 2020 MIP was set at $598.5 million. This represents an increase of $147.7 million from the $450.8 million target for the 2019 MIP. Based upon the Company’s satisfaction of the Core Net Operating Income target, the 2020 MIP funding pool was funded at 200 percent of target.
Then, a combination of corporate metrics and individual performance goals were used to guide the NGC Committee in its exercise of downward discretion for determining the final awards to the NEOs. For the NEOs, the corporate and individual performance components of their bonus targets were 80 percent and 20 percent, respectively.
For the corporate performance portion of the 2020 MIP, six corporate performance metrics were used. As discussed above, these four metrics were derived from management’s 20202021 objectives identified in our annual business plan. These metrics, their rationale, and the weightings at which they were set are discussed in the table below:
METRIC | WEIGHTING | RATIONALE FOR USING EACH METRIC | ||||
Adjusted Core Earnings Per Share | This is the primary metric used by management to measure internally the Company’s performance for the year.
For 2021, the Compensation Committee approved a | |||||
Private Education Loan Originations | 25% | This measurement serves as a key indicator of the trajectory of our business, including our future earnings and asset growth.
For | ||||
Operating Expenses | This is a key measurement to evaluate the expense discipline of the Company regarding costs attributable to running our business.
For
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40 SLM CORPORATION — 2021 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
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| 10% | This metric is used to measure the credit performance of our
For | ||||
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(1) | Derivative Accounting: |
Minimum, target, and maximum achievement levels were set for each performance metric and a weight assigned to each performance metric based on its relative importance to our overall operating plan. Our NEOs were each eligible to receive bonuses up to a stated maximum percentage of their base salary, not to exceed $5 million, assuming the initial funding threshold is achieved.
2021 AIP Funding and Payout Computation
In May 2021, Proxy Statementthe Compensation Committee established the bonus pool funding metrics. In February 2022, the Compensation Committee, including the independent Board Chair, reviewed our relative achievement of the previously established bonus pool funding metrics, and after discussions with our CEO, determined that for the year ended December 31, 2021 the bonus pool should be funded at 127 percent based on
—34 SLM CORPORATION 41— 2022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
In February 2020, the NGC Committee established the bonus pool funding and corporate performance goals. In January 2021, the NGC Committee, including the independent Board Chair, reviewed our relative achievement of the previously established bonus poolfour funding and corporate performance goals, and after discussions with our CEO, determined that formetrics as summarized in the year ended December 31, 2020: (i) the bonus pool should be funded at the maximum level of 200 percent of target based on the achievement of Core Net Operating Income of $873.0 million; and (ii) the weighted achievement of the 2020 MIP corporate performance goals was attained at a level of 103.6 percent of the targets set under the 2020 MIP.table below. It is important to note that the NGCCompensation Committee monitored the impact of the COVID-19 pandemic on the Company’s business throughout the year and determined no changes or adjustments to the 2020 MIP2021 AIP were necessary as a result of the pandemic.
Application of the 2020 MIP2021 AIP funding score, based on the corporate performance goalsfour funding metrics approved in February 2020,May 2021, resulted in the following outcomes:following:
(Dollars in Millions)Millions, except per share amounts)
Corporate Performance Goal | Min | Target | Max | Actual Performance | Award Factor | Weighting | Corporate Performance Score | ||||||||||||||||||||||||||||
Adjusted Core Earnings | $ | 655 | $ | 730 | $ | 805 | $ | 796 | 144% | 35 | % | 50.4 | % | ||||||||||||||||||||||
Private Education Loan Originations(1) | $ | 5,778 | $ | 6,028 | $ | 6,278 | $ | 5,321 | 0% | 25 | % | 0.0 | % | ||||||||||||||||||||||
Operating Expenses(2) | $ | 633 | $ | 583 | $ | 533 | $ | 531 | 150% | 20 | % | 30.0 | % | ||||||||||||||||||||||
Gross Private Education Loan Defaults (as % of Average Loan Balances in Repayment) | 1.91% | 1.50% | 1.08% | 1.32% | 121% | 10 | % | 12.1 | % | ||||||||||||||||||||||||||
Customer Ease(3) | 89.0% | 94.5% | 100% | 96.6% | 119% | 5 | % | 5.9 | % | ||||||||||||||||||||||||||
Weighted Average Origination FICO Score for Private Education Loans | 735 | 745 | 755 | 749 | 104% | 5 | % | 5.2 | % | ||||||||||||||||||||||||||
Total | 103.6 | % |
Funding Metric | Min | Target | Max | Actual Performance | Award Factor | Weighting | Funding Score | |||||||||||||||||||||
Adjusted Core Earnings Per Share | $ | 2.34 | $ | 2.59 | $ | 3.09 | $ | 3.11 | 200% | 40 | % | 80.0 | % | |||||||||||||||
Private Education Loan Originations(1) | $ | 5,450 | $ | 5,700 | $ | 6,200 | $ | 5,423 | 0% | 25 | % | 0.0 | % | |||||||||||||||
Operating Expenses | $ | 580 | $ | 530 | $ | 430 | $ | 519 | 111% | 25 | % | 27.8 | % | |||||||||||||||
Net Charge-Offs | $ | 295 | $ | 270 | $ | 220 | $ | 201 | 200% | 10 | % | 20.0 | % | |||||||||||||||
Total | 127.8 | % |
(1) | The Company did not achieve the Private Education Loan originations target as a result of a COVID-19 driven demand (application) shortfall. |
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Applying the 2020 MIPWith a 2021 AIP funding score of 103.6127.8 percent, and the NGC Committee’s assessment ofCompensation Committee assessed each NEO’s individual achievements, which are discussed inperformance against outcome-based goals as further detaildetailed in the section titled “NEO Achievements” below,below. Each NEO’s respective individual performance was assessed on the following three areas: (i) delivering against investor expectations; (ii) executing our strategic imperatives; and (iii) enhancing the general strength of the organization. With respect to the 2021 AIP, as in prior years, the Compensation Committee had discretion to increase or reduce any bonus amount, including down to zero, that would otherwise be earned or payable to any participant and to take into account assessment of any other additional factors. The annual bonus payment to each NEO under the 2020 MIP and its components are2021 AIP is set forth below.
Named Executive Officer | Target Bonus as a % of Base Salary | 2020 Target Bonus | 2020 Corporate Performance Bonus Component(1) | 2020 Individual Performance Bonus Component(1) | 2020 Total Actual Bonus | ||||||||||||||||||||
Jonathan W. Witter | 150 | % | $ | 1,425,000 | $ | 1,181,040 | $ | 442,890 | $ | 1,623,930 | |||||||||||||||
Steven J. McGarry | 150 | % | $ | 750,000 | $ | 621,600 | $ | 189,588 | $ | 811,188 | |||||||||||||||
Paul F. Thome(2) | 125 | % | $ | 562,500 | $ | — | $ | — | $ | (2) | |||||||||||||||
Donna F. Vieira | 125 | % | $ | 562,500 | $ | 466,200 | $ | 155,012 | $ | 621,212 | |||||||||||||||
Daniel P. Kennedy | 125 | % | $ | 562,500 | $ | 466,200 | $ | 155,012 | $ | 621,212 | |||||||||||||||
Raymond J. Quinlan(3) | 150 | % | $ | 1,395,000 | $ | — | $ | — | $ | (3) |
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42 SLM CORPORATION — 2021 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
Named Executive Officer | Target Bonus as a % of Base Salary | 2021 Target Bonus | 2021 AIP Payout | |||||||||
Jonathan W. Witter | 150 | % | $ | 1,425,000 | $ | 1,809,750 | ||||||
Steven J. McGarry | 150 | % | $ | 750,000 | $ | 900,000 | ||||||
Kerri A. Palmer | 125 | % | $ | 687,500 | $ | 800,000 | ||||||
Daniel P. Kennedy | 125 | % | $ | 593,750 | $ | 700,000 | ||||||
Donna F. Vieira | 125 | % | $ | 593,750 | $ | 655,000 |
20202021 NEO Long-Term Incentive Program
In connection with our 20202021 NEO LTIP awards, the NGCCompensation Committee utilized a combination of (i) 5025 percent RSUs vesting in one-third increments over each anniversary of the grant date, and (ii) 5025 percent PSUs vesting in 20232024 upon certification by the NGCCompensation Committee as to satisfactionthe achievement of the tworelative TSR performance factors and TSR modifiermetric with a one-year holding period after vesting as described in more detail below.below, and (iii) 50 percent premium priced stock options that cliff vest in three years with an exercise price set at a 15 percent premium above the closing price of the Common Stock on the date of grant of the options. Our 20202021 LTIP grants are intended to provide long-term incentive and performance-based compensation to our NEOs in order to retain and attract highly qualified executives and tie their performance to the performance of our Company, thus aligning their interests with the interests of our stockholders.
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• For the NEOs including Mr. Witter,
• vest between 0 percent
• vest upon the
•
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Cumulative Charge-offs
We believe maintaining the credit quality of our Private Education Loans over the next three years is of critical importance to the Company. To measure our success in that respect, we selected cumulative charge-offs of our cohort of Private Education Loans first entering full principal and interest repayment status during the fourth quarter of 2019 as the relevant PSU credit quality metric. We believe that linking our equity grants to cumulative charge-offs creates an appropriate way to measure and reward performance and drive profitable growth.
Pre-Tax, Pre-Provision Income
We believe pre-tax, pre-provision income is an important measure of the Company’s current and future financial success. This metric measures the health of the business and reflects our ability to increase loan originations and effectively fund our loans. In addition, this metric evaluates our discipline in controlling expenses to support the Company’s loan growth. Pre-tax, pre-provision income is calculated by adding net interest income and non-interest income (excluding the impact from indemnified tax positions and gains/losses on derivatives and hedging activities, net) less total non-interest expense for the year ended December 31, 2022. Pre-tax, pre-provision income is an important metric for the Company as it correlates net interest income and operating expenses, two important metrics in determining our success, and is therefore a measure used in our awards of PSUs. Accordingly, we believe that linking our equity grants to pre-tax, pre-provision income creates an appropriate additional way to measure and reward long-term performance and drive profitable growth.
20212022 Proxy Statement — SLM CORPORATION 4335
COMPENSATION DISCUSSIONAND ANALYSIS
Relative TSR
We believe relative TSR, used as a modifierthe sole PSU performance metric, is important because it correlates directly with the Company’s stock price performance, which further aligns the interests of our management with those of our stockholders. Our relative TSR will be evaluated as comparedby 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 goals aregoal is derived from a rigorous process that involved input and discussions among the NGCCompensation Committee, our former CEO, the Chief Financial Officer, human resources, finance personnel, risk management, legal, and the NGC’sCompensation Committee’s independent compensation consultant, and legal advisors.consultant.
The table below sets forth the value of LTIP awards granted in January 2020 (and April 2020 for Mr. Witter)February 2021(1):
Named Executive Officer | 2020 LTIP RSUs ($) | 2020 LTIP PSUs(1) ($) | 2020 LTIP Total ($) | 2021 LTIP RSUs ($) | 2021 LTIP PSUs(2) ($) | 2021 LTIP Options(3) ($) | 2021 LTIP Total ($) | ||||||||||||||||||||||||
Jonathan W. Witter | $ | 1,625,000 | $ | 1,625,000 | $ | 3,250,000 | $ | 1,000,000 | $ | 1,000,000 | $ | 2,000,000 | $ | 4,000,000 | |||||||||||||||||
Steven J. McGarry | $ | 325,000 | $ | 325,000 | $ | 650,000 | $ | 225,000 | $ | 225,000 | $ | 450,000 | $ | 900,000 | |||||||||||||||||
Paul F. Thome | $ | 275,000 | $ | 275,000 | $ | 550,000 | |||||||||||||||||||||||||
Kerri A. Palmer | $ | 175,000 | $ | 175,000 | $ | 350,000 | $ | 700,000 | |||||||||||||||||||||||
Daniel P. Kennedy | $ | 175,000 | $ | 175,000 | $ | 350,000 | $ | 700,000 | |||||||||||||||||||||||
Donna F. Vieira | $ | 275,000 | $ | 275,000 | $ | 550,000 | $ | 175,000 | $ | 175,000 | $ | 350,000 | $ | 700,000 | |||||||||||||||||
Daniel P. Kennedy(3) | $ | 400,000 | N/A | $ | 400,000 | ||||||||||||||||||||||||||
Raymond J. Quinlan | $ | 1,625,000 | $ | 1,625,000 | $ | 3,250,000 |
(1) | The dollar value amounts of the respective LTIP awards granted to each of the NEOs in 2021 as shown in this table differ from the Summary Compensation Table and the 2021 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 |
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(3) |
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Material factors considered in the Committee’s assessment of individual performance for 20202021 include:
NEO |
ACHIEVEMENTS | |||
Jonathan W. Witter, Director and Chief Executive Officer | •
•
•
•
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4436 SLM CORPORATION — 20212022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
NEO |
ACHIEVEMENTS | |||
Steven J. McGarry, Executive Vice President and Chief Financial Officer |
• Led the Company’s
• Oversaw the Company’s maintenance of
•
• | |||
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Executive Vice President and Chief |
•
•
•
• | |||
Daniel P. Kennedy, Executive Vice President and Chief Operational Officer and President of Sallie Mae Bank |
• • Led the • Oversaw the Company’s ongoing response to the COVID-19 pandemic to enable employees to work
• | |||
Donna F. Vieira, Executive Vice President and Chief Commercial Officer | • Despite a contracted market, led the Company’s origination of $5.4 billion of Private Education Loans in • Drove year-over-year efficiency gains in unit cost to acquire new loans while continuing to unlock value of new market technology investments; and • Launched new tools and resources to help students along their higher education journey that have resulted in increased engagement, positive sentiment, and correlated customer experience improvements.
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The following table summarizes performance-year 2021 compensation for the NEOs as approved by the Compensation Committee:
Name |
Base Salary |
Annual Incentive Plan |
Long Term Incentive Plan* | |||||||||
Jonathan W. Witter | $ | 950,000 | $ | 1,809,750 | $ | 4,000,000 | ||||||
Steven J. McGarry | $ | 500,000 | $ | 900,000 | $ | 900,000 | ||||||
Kerri A. Palmer | $ | 550,000 | $ | 800,000 | $ | 700,000 | ||||||
Daniel P. Kennedy | $ | 475,000 | $ | 700,000 | $ | 700,000 | ||||||
Donna F. Vieira | $ | 475,000 | $ | 655,000 | $ | 700,000 |
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20212022 Proxy Statement — SLM CORPORATION 4537
COMPENSATION DISCUSSIONAND ANALYSIS
The following table summarizes performance-year 2020 compensation for the NEOs as approved by the NGC Committee:
Name |
Base Salary |
Management Incentive Plan |
Long Term Incentive Plan | ||||||||||||
Jonathan W. Witter(1) | $ | 950,000 | $ | 1,623,930 | $ | 3,250,000 | (5) | ||||||||
Steven J. McGarry | $ | 500,000 | $ | 811,188 | $ | 650,000 | |||||||||
Paul F. Thome(2) | $ | 450,000 | $ | (2) | $ | 550,000 | |||||||||
Donna F. Vieira | $ | 450,000 | $ | 621,212 | $ | 550,000 | |||||||||
Daniel P. Kennedy(3) | $ | 450,000 | $ | 621,212 | $ | 400,000 | |||||||||
Raymond J. Quinlan(4) | $ | 930,000 | $ | (4) | $ | 3,250,000 |
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Vesting of the 20182019 PSU Grants
In 2018, 252019, 50 percent of the LTIP award granted to Messrs.Mr. McGarry Thome, and Quinlan consisted of PSUs that vested in January 2021March 2022 at 150179 percent of target based on (i) cumulative charge-offs of 3.403.3 percent from 20182019 — 20202021 of the cohort of Private Education Loans first entering full principal and interest repayment status during the fourth quarter of 20172018 as detailed in the table below:below (150 percent of the metric’s target); (ii) pre-tax, pre-provision income of $1,517,607,997 as detailed in the table below (136.39 percent of the metric’s target); and (iii) a relative TSR modifier in the 88th percentile as detailed in the table below (125 percent of modifier to PSU award):
Cumulative Charge-offs Performance Chart (50% weight) for 20182019 PSU Grant
Based on Performance Period from January 1, 20182019 through December 31, 2020:2021:
Cumulative Charge-offs |
Percentage of Award — PSU Payout | ||||
£4.0% | 150% | ||||
4.5% | 125% | ||||
5.0% | 100% | ||||
5.5% | 75% | ||||
6.0% | 50% | ||||
6.5% | 25% | ||||
>6.5% | 0% |
Cumulative Charge-offs |
Percentage of Target Award — PSU Payout (50% weight) | |
≤4.0% | 150% | |
4.25% | 125% | |
4.75% | 100% | |
5.25% | 75% | |
5.5% | 50% | |
5.75% | 25% | |
>5.75% | 0% |
Pre-tax, Pre-provision Income December 31, 2021 Performance Chart (50% weight)
for 2019 PSU Grant
Pre-tax, pre-provision December 31, 2021 Income |
Percentage of Target Award – PSU Payout (50% WEIGHT) | |
>$1,553,000,000 | 150% | |
$1,553,000,000 | 150% | |
$1,164,000,000 to $1,423,000,000 | 100% | |
$1,035,000,000 | 50% | |
<$1,035,000,000 | 0% |
TSR Modifier based on the performance period from January 1, 2019 to December 31, 2021
TSR of the Corporation relative to TSR of the Peer Group | Percentage of Modifier to | |
≤25% | -25% | |
>75% | +25% |
Pursuant to the terms of the 20182019 PSU awards, in January 2021,March 2022, the NGCCompensation Committee approved and certified the actual performance of (i) the cumulative charge-offs performance goal for the performance period from January 1, 20182019 through December 31, 20202021 relative to pre-established targetstargets; (ii) the pre-tax, pre-provision income performance goal as of December 31, 2021 relative to pre-established targets; and (iii) the TSR modifier based on the performance period from January 1, 2019 through December 31, 2021. It is important to note that the NGCCompensation Committee monitored the impact of the COVID-19 pandemic on the Company’s business throughout the year and determined no changes or adjustments to the 20182019 PSUs were necessary as a result ofshould be made notwithstanding the pandemic.
4638 SLM CORPORATION — 20212022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
Accordingly, because the cumulative charge-offs for the relevant cohort were 3.402019 PSUs vested at 179 percent of target, in January 2021, Messrs.March 2022, Mr. McGarry Thome, and Quinlan received the following number of shares of Common Stock pursuant to the vesting of their 2018his 2019 PSU grants:
Name
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Target Number of
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Actual Shares Number of
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Target Number of
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Actual Shares Number of
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Steven J. McGarry | 13,984 | 21,549 | 31,077 | 55,628 | ||||||||||
Paul F. Thome | 11,833 | 18,234 | ||||||||||||
Raymond J. Quinlan | 74,440 | 114,713 |
(1) | Includes Dividend Equivalent Units. |
Mr. Witter, Ms. Vieira,Palmer, Mr. Kennedy, and Mr. KennedyMs. Vieira did not receive PSUs in 2018,2019, and thus did not have any PSU grants that vested in January 2021.March 2022.
Changes to the NEO Long-Term Incentive Program for 2021
In connection with the changes to our executive leadership team, feedback we have received from our stockholders,Risk Assessments and our continuous evaluation of our compensation practices, we made significant changes to our incentive compensation for 2021.
As previously disclosed, in connection with our review of, and amendments to, our strategic goals, the NGC Committee reviewed our equity-based compensation policies and determined that it would be in the best interests of the Company to further align our equity-incentive programs with the Company’s performance. Starting in 2021, 75 percent of our equity awards for NEOs are based on the performance of our Common Stock, further aligning the compensation paid to our NEOs with the interests of our stockholders. For 2021, our long-term equity-based compensation is comprised of the following:
50 percent of the total long-term equity-based compensation will be in the form of premium priced stock options. These stock options will cliff vest on the third anniversary of the grant date subject to the executive’s continued employment with Sallie Mae. The exercise price will equal a price 15 percent above the fair market value of the Common Stock underlying such stock options on the date of grant.
25 percent of the total long-term equity-based compensation will be in the form of PSUs. The PSUs will cliff vest on February 5, 2024, with the number of PSUs to be provided to the applicable executive to be determined by Sallie Mae’s relative total shareholder return. Further, following the vesting of the PSUs, the PSUs will remain subject to transfer restrictions for a period of one year following the vesting date.
25 percent of the total long-term equity-based compensation will be time-based RSUs, which will continue to vest ratably on the first three anniversaries of the grant date.
We believe this increased emphasis on performance-based compensation, as well as the greater focus on share value as a key driver for equity-based compensation, should further align our executives’ compensation with the interests of our stockholders.
Risk AssessmentAttestations of Compensation Plans
The Chief Risk Officer (“CRO”) coordinates theforward-looking risk assessmentassessments, backward-looking attestations, 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 reviewassessments and assessmentbackward-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 NGCCompensation Committee on the controls andresults of the reviews of our incentive compensation plans.
TheAs part of the annual forward-looking risk assessment in 2021, the CRO presented his conclusions to the NGCCompensation Committee, and the NGCCompensation Committee agreed, that with respect to our 2020 MIP2021 AIP and LTIP, the risks embedded in those plans were within our ability to effectively monitor and manage, properly balancedbalance 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 2022, the CRO presented a review and conclusions to the Compensation Committee, that confirmed our incentive compensation plans, including the 2021 Proxy Statement — SLM CORPORATION 47
COMPENSATION DISCUSSIONAND ANALYSIS
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.
The NGCCompensation 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 NGCCompensation Committee, as requested, and communicated with the Chair of the NGCCompensation Committee. Frederic W. Cook & Co., Inc. served as the Compensation Committee’s compensation consultant from May 2015 to September 2021. Commencing September 2021, Aon’s Human Capital Solutions practice, a division of Aon PLC (otherwise known as McLagan), has served as our compensation consultant (the “Compensation Consultant”) since May 2015. Since its appointment, some of the services the Compensation Consultant hasCommittee’s compensation consultant. The compensation consultants have provided have included:the following services, among other things:
assisting in developing a compensation proposal for Jonathan W. Witter in connection with his hiring as our CEO;
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 NGCCompensation 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.
From time to time, but no less than annually, the NGCCompensation Committee considers the independence of the Compensation Consultant in light of SEC rules and NASDAQ listing standards. At this time, the NGCCompensation Committee has concluded there is no conflict of interest with regard to either of the Compensation Consultant.compensation consultants.
2022 Proxy Statement — SLM CORPORATION 39
COMPENSATION DISCUSSIONAND ANALYSIS
Compensation Committee Interlocks and Insider Participation
All members of the NGCCompensation Committee are independent directors, and no current member is or has been an employee of Sallie Mae. During 2020,2021, 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 NGCCompensation Committee.
Recognizing that the Company has a limited number of direct peer companies, the NGCCompensation Committee works with the Compensation Consultantcompensation consultant to select a financial services 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 NGCCompensation 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 waschanges were made to the peer group in 2020:2021: (i) removing the removal of IberiaBank Corporation due tofollowing ten traditional bank peers that have relatively limited consumer lending portfolios: Bank OZK, First Republic Bank/CA, Hancock Whitney Company, PacWest Bancorp, Signature Bank, SVB Financial Group, Texas Capital Bancshares, Inc., Valley National Bancorp, Webster Financial Corp., and Western Alliance Bancorporation; and (ii) adding the completion of its acquisition by First Horizon National Corporation in July 2020.following eight new specialty lenders / fintech firms focusing on consumer-based lending and/or financial education and wellbeing: Ally Financial Inc., Axos Financial Inc., Credit Acceptance Corp., Enova International Inc., Lending Club Corp., LendingTree Inc., OneMain Holdings Inc., and Upstart Holdings Inc.
The peer group utilized for purposes of setting NEO compensation components is as follows:follows:
Peer Group | ||
| LendingClub Corp. | |
Axos Financial Inc. | LendingTree Inc. | |
BankUnited Inc. | OneMain Holdings Inc. | |
Commerce Bancshares Inc. | Prosperity Bancshares, Inc. | |
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| Synovus Financial Corp. | |
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The NGCCompensation 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.
48 SLM CORPORATION — 2021 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
Other Arrangements, Policies, and Practices Related to Executive Compensation Programs
Separation Agreements
As discussed herein, we have entered into Separation Agreements with Messrs. Quinlan and Thome. Each of these Separation Agreements is described in more detail in the section titled “Arrangements with Named Executive Officers,” set forth on page 59.
Share Ownership Guidelines
As of December 31, 2020,2021, the guidelines for beneficial ownership of our Common Stock, which are expected to be achieved over a five-year period from date of hire or appointment, were as follows:
CEO (Mr. Witter)—lesser of 1 million shares or $5 million in value;
Executive Vice President (Mr.(including Mr. McGarry, Ms. Palmer, Mr. Thome,Kennedy, and Ms. Vieira, and Mr. Kennedy)Vieira)—lesser of 200,000 shares or $1 million in value; and
Senior Vice President—lesser of 70,000 shares or $350,000 in value.
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. Executives generally must hold all Common Stock acquired through equity grants until the applicable thresholds are met, and an executive will not be eligible to receive further equity grants for the year if he or she sells the 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, 20202021 or are expected to achieve compliance within the applicable five-year period.
40 SLM CORPORATION — 2022 Proxy Statement
COMPENSATION DISCUSSIONAND ANALYSIS
In January 2022 the Compensation Committee approved changes to the share ownership guidelines in order to continue to align the interests of our executives with our stockholders. As of April 1, 2022 (the effective date of the updated guidelines), the share ownership guidelines are 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.
In addition, the updated guidelines remove the time limit to achieve such minimum beneficial ownership of our Common Stock and provide for a percentage of net shares that can be sold before the individual achieves such guidelines.
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.
Clawback
Equity and cash bonus awards made to executives, including our NEOs, under the PredecessorSLM Corporation 2021 Omnibus Incentive Plan currently(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, in November 2021, the Compensation Committee approved a new Incentive Compensation Adjustment Policy outlining the Compensation Committee’s authority and responsibilities to review and potentially adjust employee incentive compensation, including reducing or eliminating incentive compensation, and/or clawing back previously paid compensation.
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 20202021 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 NGCCompensation Committee continues to have the flexibility to pay non-deductible compensation if it believes it is in the best interests of the Company.
2021 Proxy Statement — SLM CORPORATION 49
COMPENSATION DISCUSSIONAND ANALYSIS
Nominations, Governance and Compensation Committee—Delegation of Authority
Pursuant to the NGCCompensation Committee Charter and to the extent permitted by applicable law, rules, or regulations, the NGCCompensation Committee may form and delegate all or a portion of its authority to subcommittees composed of one or more members of the NGCCompensation Committee or to members of the Company’s management. Each subcommittee has the full power and authority of the NGCCompensation Committee as it relates to matters delegated to the subcommittee.
2022 Proxy Statement — SLM CORPORATION 41
COMPENSATION DISCUSSIONAND ANALYSIS
In addition, pursuant to the Predecessor2021 Plan, the NGCCompensation Committee has delegated limited authority to a subcommittee consisting of our CEO (who is a director) and the Chair of the NGCCompensation Committee to approve bonuses, including RSUs, paid to non-NEO employees. The NGCCompensation Committee has also delegated limited authority to our 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. Neither subcommittee is permitted to grant awardsmake grants to our NEOs or persons subject to Section 16(b) of the Exchange Act.
5042 SLM CORPORATION — 20212022 Proxy Statement
NOMINATIONS, GOVERNANCEANDCOMPENSATION COMMITTEE REPORT
NOMINATIONS, GOVERNANCE AND 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, 2020.2021.
Nominations, Governance and Compensation Committee
William N. Shiebler,Mark Lavelle, Chair
Mary Carter Warren Franke
Earl A. Goode
Mark L. Lavelle
Jim Matheson
Kirsten O. Wolberg
20212022 Proxy Statement — SLM CORPORATION 5143
SUMMARY COMPENSATION TABLE
The table below summarizes compensation paid or awarded to or earned by each of the NEOs for the fiscal years ended December 31, 2020,2021, December 31, 2019,2020, and December 31, 2018.2019.
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 ($)(4) | All Other Compensation ($)(5) | Total ($) | |||||||||||||||||||||||||||
Jonathan W. Witter(6) Chief Executive Officer |
| 2020 |
|
| 657,692 |
|
| — |
|
| 8,824,635 |
|
| — |
|
| 1,623,930 |
|
| — |
|
| — |
|
| 11,106,257 |
| |||||||||
Steven J. McGarry Executive Vice President and |
| 2020 |
|
| 519,231 |
|
| — |
|
| 697,510 |
|
| — |
|
| 811,188 |
|
| — |
|
| 43,700 |
|
| 2,071,629 |
| |||||||||
| 2019 |
|
| 500,000 |
|
| — |
|
| 680,817 |
|
| — |
|
| 732,000 |
|
| — |
|
| 43,450 |
|
| 1,956,267 |
| ||||||||||
| 2018 |
|
| 476,155 |
|
| — |
|
| 890,168 |
|
| — |
|
| 720,563 |
|
| — |
|
| 38,750 |
|
| 2,125,636 |
| ||||||||||
Paul F. Thome(7) Former Executive Vice President and Chief Administrative Officer |
| 2020 |
|
| 467,308 |
|
| 562,500 |
|
| 590,207 |
|
| — |
|
| — |
|
| — |
|
| 1,085,778 |
|
| 2,705,793 |
| |||||||||
| 2019 |
|
| 444,231 |
|
| — |
|
| 576,076 |
|
| — |
|
| 554,625 |
|
| — |
|
| 39,000 |
|
| 1,613,932 |
| ||||||||||
| 2018 |
|
| 384,616 |
|
| — |
|
| 721,325 |
|
| — |
|
| 514,001 |
|
| — |
|
| 38,750 |
|
| 1,658,692 |
| ||||||||||
Donna F. Vieira(8) Executive Vice President and Chief Commercial Officer |
| 2020 |
|
| 467,308 |
|
| — |
|
| 590,206 |
|
| — |
|
| 621,212 |
|
| — |
|
| 39,250 |
|
| 1,717,976 |
| |||||||||
| 2019 |
|
| 415,385 |
|
| 550,000 |
|
| 449,995 |
|
| — |
|
| 554,625 |
|
| — |
|
| 152,065 |
|
| 2,122,070 |
| ||||||||||
Daniel P. Kennedy(9) |
| 2020 |
|
| 417,308 |
|
| — |
|
| 399,993 |
|
| — |
|
| 621,212 |
|
| — |
|
| 39,250 |
|
| 1,477,763 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
| ||||||||||||||||||||||||||||||||||
Raymond J. Quinlan(10) Former Chairman and Chief Executive Officer |
| 2020 |
|
| 479,308 |
|
| 976,500 |
|
| 3,487,623 |
|
| — |
|
| — |
|
| — |
|
| 4,876,195 |
|
| 9,819,626 |
| |||||||||
| 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 |
|
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||||||||||||
Jonathan W. Witter(7) Chief Executive Officer |
| 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 |
| 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 |
| ||||||||||
| 2019 |
|
| 500,000 |
|
| — |
|
| 680,817 |
|
| — |
|
| 732,000 |
|
| — |
|
| 43,450 |
|
| 1,956,267 |
| ||||||||||
Kerri A. Palmer(8) Executive Vice President and Chief Risk Officer |
| 2021 |
|
| 516,154 |
|
| — |
|
| 389,074 |
|
| 349,997 |
|
| 800,000 |
|
| — |
|
| 4,450 |
|
| 2,059,675 |
| |||||||||
Daniel P. Kennedy(9) |
| 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(10) Executive Vice President and Chief Commercial Officer |
| 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 |
| ||||||||||
| 2019 |
|
| 415,385 |
|
| 550,000 |
|
| 449,995 |
|
| — |
|
| 554,625 |
|
| — |
|
| 152,065 |
|
| 2,122,070 |
|
(1) | Consists of |
(2) | Consists of (i) the |
(3) | 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. |
(4) | Represents the cash portions of the |
The Company terminated its tax-qualified pension plan and nonqualified supplemental pension plan in 2011. The Company does not pay any above-market earnings on nonqualified deferred compensation plans. |
5244 SLM CORPORATION — 20212022 Proxy Statement
SUMMARY COMPENSATION TABLE
For |
Name | Employer Contributions to | Severance ($)(b) | Consulting Fees ($) | Executive Physical ($) | Total ($) | Employer Contributions to | Relocation ($) | Executive ($) | Total ($) | ||||||||||||||||||||||||||||||||
Jonathan W. Witter |
| 0 |
| 0 |
| 25,000 |
|
| 37,533 |
|
| 1,434 |
|
| 63,967 |
| |||||||||||||||||||||||||
Steven J. McGarry |
| 39,250 |
| 4,450 |
| 43,700 |
| 25,000 |
|
| — |
|
| 4,450 |
|
| 29,450 |
| |||||||||||||||||||||||
Paul F. Thome |
| 33,831 |
| 1,051,947 |
| 1,085,778 | |||||||||||||||||||||||||||||||||||
Kerri A. Palmer |
| 0 |
|
| — |
|
| 4,450 |
|
| 4,450 |
| |||||||||||||||||||||||||||||
Daniel P. Kennedy |
| 25,000 |
|
| — |
|
| 2,177 |
|
| 27,177 |
| |||||||||||||||||||||||||||||
Donna F. Vieira |
| 39,250 |
| 39,250 |
| 25,000 |
|
| — |
|
| — |
|
| 25,000 |
| |||||||||||||||||||||||||
Daniel P. Kennedy |
| 39,250 |
| 39,250 | |||||||||||||||||||||||||||||||||||||
Raymond J. Quinlan |
| 39,250 |
| 4,371,945 |
| 465,000 |
| 4,876,195 |
(a) | Amounts credited to the Company’s tax-qualified and nonqualified defined contribution plans. The combination of both plans provides participants with an employer contribution of up to five percent of the sum of base salary plus annual performance bonus up to |
|
Mr. Witter commenced his employment with the Company as Chief Executive Officer on April 20, 2020. Accordingly, no information is displayed for |
|
(8) | Ms. |
(9) | Mr. Kennedy was appointed Chief Operational Officer on August 25, 2020 and President of Sallie Mae Bank on January 1, 2021, and was not an NEO prior to 2020. Accordingly, no information is displayed for |
(10) |
|
20212022 Proxy Statement — SLM CORPORATION 5345
20202021 GRANTSOF PLAN-BASED AWARDS TABLE
20202021 GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides information regarding all plan-based awards attributable to 20202021 performance, including all annual performance bonuses under the 2020 MIP2021 AIP (which were determined and paid in early 2021)2022), and three-year, time-vesting RSU awards and PSUs vesting based on the satisfaction of two performance factors and a TSR modifier, granted January 30, 2020 with respect to the 20202021 LTIP awards.awards granted on February 5, 2021: (i) three-year, annual time-vesting RSU awards; (ii) three-year PSUs that cliff vest based on relative TSR, with a one-year holding period following the vesting date; and (iii) three-year premium priced stock options that cliff vest (denoted by “NQ” as provided in the table below). The awards listed in this table were granted under the Predecessor 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 ($)(2) | Award Type(1) | Grant Date | Date of Board or Action | Estimated Future Payouts Under | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other | Exercise Base | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jonathan W. Witter | 2020 LTIP RSU | 4/20/20 | 3/4/20 | 237,920 | — | 1,624,994 | 2021 LTIP RSU | 2/5/21 | 1/25/21 | 65,189 | 999,999 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 Sign-On RSU(4) | 4/20/20 | 3/4/20 | 780,669 | — | 5,331,969 | 2021 LTIP PSU | 2/5/21 | 1/25/21 | 72,992 | 109,488 | 1,223,346 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 LTIP PSU | 4/20/20 | 3/4/20 | 237,920 | 356,880 | — | 1,624,994 | 2021 LTIP NQ | 2/5/21 | 1/25/21 | 441,501 | 17.65 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 MIP(3) | 3/4/20 | 3/4/20 | 1,425,000 | 2,539,350 | — | 2021 AIP(3) | 5/27/21 | 5/27/21 | 1,425,000 | 2,850,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven J. McGarry | 2020 LTIP RSU | 1/30/20 | 1/27/20 | 29,518 | — | 324,993 | 2021 LTIP RSU | 2/5/21 | 1/25/21 | 14,667 | 224,992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 LTIP PSU | 1/30/20 | 1/27/20 | 29,518 | 44,277 | — | 324,993 | 2021 LTIP PSU | 2/5/21 | 1/25/21 | 16,423 | 24,635 | 275,249 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 MIP(3) | 2/26/20 | 2/26/20 | 750,000 | 1,336,500 | — | 2021 LTIP NQ | 2/5/21 | 1/25/21 | 99,337 | 17.65 | 449,997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Paul F. Thome | 2020 LTIP RSU | 1/30/20 | 1/27/20 | 24,977 | — | 274,997 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 LTIP PSU | 1/30/20 | 1/27/20 | 24,977 | 37,465 | — | 274,997 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven J. McGarry | 2021 AIP(3) | 5/27/21 | 5/27/21 | 750,000 | 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 LTIP RSU | 2/5/21 | 1/25/21 | 11,408 | 174,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 LTIP PSU | 2/5/21 | 1/25/21 | 12,773 | 19,160 | 214,075 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 LTIP NQ | 2/5/21 | 1/25/21 | 77,262 | 17.65 | 349,997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kerri A. Palmer | 2021 AIP(3) | 5/27/21 | 5/27/21 | 687,500 | 1,375,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 LTIP RSU | 2/5/21 | 1/25/21 | 11,408 | 174,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 LTIP PSU | 2/5/21 | 1/25/21 | 12,773 | 19,160 | 214,075 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 LTIP NQ | 2/5/21 | 1/25/21 | 77,262 | 17.65 | 349,997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel P. Kennedy | 2021 AIP(3) | 5/27/21 | 5/27/21 | 593,750 | 1,187,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 LTIP RSU | 1/30/20 | 1/27/20 | 24,977 | — | 274,997 | 2021 LTIP RSU | 2/5/21 | 1/25/21 | 11,408 | 174,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 LTIP PSU | 1/30/20 | 1/27/20 | 24,977 | 37,465 | — | 274,997 | 2021 LTIP PSU | 2/5/21 | 1/25/21 | 12,773 | 19,160 | 214,075 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 MIP(3) | 2/26/20 | 2/26/20 | 562,500 | 1,002,375 | — | 2021 LTIP NQ | 2/5/21 | 1/25/21 | 77,262 | 17.65 | 349,997 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel P. Kennedy | 2020 LTIP RSU | 1/30/20 | 1/27/20 | 36,330 | — | 399,993 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 MIP(3) | 2/26/20 | 2/26/20 | 562,500 | 1,002,375 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Raymond J. Quinlan | 2020 LTIP RSU | 1/30/20 | 1/30/20 | 147,593 | — | 1,624,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2020 LTIP PSU | 1/30/20 | 1/30/20 | 147,593 | 221,389 | — | 1,624,999 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Donna F. Vieira | 2021 AIP(3) | 5/27/21 | 5/27/21 | 593,750 | 1,187,500 |
(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. “2021 LTIP NQ” refers to premium priced stock options. |
(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. Witter, Mr. McGarry, Ms. |
|
5446 SLM CORPORATION — 20212022 Proxy Statement
OUTSTANDING EQUITY AWARDSAT 20202021 FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT 20202021 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, 2020.2021.
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of (#) | Number of (#) | Option Exercise ($) | Option Expiration Date | Number of (#)(1)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | 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) | — | — | — | — | — | 1,266,760 | 15,695,156 | — | 441,501 | 17.6500 | 2/5/31 | — | — | |||||||||||||||||||||||||
— | — | — | — | 1,022,786 | 20,118,207 | |||||||||||||||||||||||||||||||||
Steven J. McGarry | — | — | — | — | — | 135,537 | 1,679,303 | — | 99,337 | 17.6500 | 2/5/31 | — | — | |||||||||||||||||||||||||
Paul F. Thome | — | — | — | — | — | 114,996 | 1,424,883 | |||||||||||||||||||||||||||||||
— | — | — | — | 121,425 | 2,388,447 | |||||||||||||||||||||||||||||||||
Kerri A. Palmer | — | 77,262 | 17.6500 | 2/5/31 | — | — | ||||||||||||||||||||||||||||||||
— | — | — | — | 24,443 | 480,793 | |||||||||||||||||||||||||||||||||
Daniel P. Kennedy | — | 77,262 | 17.6500 | 2/5/31 | — | — | ||||||||||||||||||||||||||||||||
— | — | — | — | 62,829 | 1,235,852 | |||||||||||||||||||||||||||||||||
Donna F. Vieira | — | — | — | — | — | 78,697 | 975,056 | — | 77,262 | 17.6500 | 2/5/31 | — | — | |||||||||||||||||||||||||
Daniel P. Kennedy | — | — | — | — | — | 75,892 | 940,313 | |||||||||||||||||||||||||||||||
Raymond J. Quinlan | — | — | — | — | — | 705,683 | 8,743,412 | |||||||||||||||||||||||||||||||
— | — | — | — | 81,480 | 1,602,706 |
(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 | # of RSUs Vesting - Vesting Date | # of RSUs Vesting - Vesting Date | ||||||||||||||||
Jonathan W. Witter(4) | 04/20/2020 |
| 640,191 |
| 399,800 - 4/20 |
| — | ||||||||||||||
| 02/05/2021 | 65,895 | 21,964 - | 21,965 - 2/5 | 21,966 - 2/5 | ||||||||||||||||
Steven J. McGarry | 01/ |
|
| 9,928 |
| 9,928 - 1/28 | — |
| — | ||||||||||||
01/ |
|
| 19,341 |
| 30 | 9,670 - 1/30 |
| — | |||||||||||||
02/05/2021 | 14,207 | 4,735 - 2/5 | 4,736 - 2/5 | 4,736 - 2/5 | |||||||||||||||||
|
| 11,532 | 3,843 - 2/5 | 3,844 - 2/5 | 3,845- 2/5 | ||||||||||||||||
Daniel P. Kennedy |
| 01/28/2019 |
|
| |||||||||||||||||
|
| 13,547 - 1/28 |
| — |
| — |
| ||||||||||||||
01/ |
|
| 24,839 |
| 30 | 12,420 - 1/30 |
| — | |||||||||||||
| 02/05/2021 |
|
| 11,532 |
| 2/5 | 3,844 - 2/5 |
| 3,845 - | 2/5 | |||||||||||
Donna F. Vieira | 01/28/2019 |
| 14,345 |
| 14,345 - 1/28 |
| — | — | |||||||||||||
01/30/2020 |
| 17,078 |
| 8,538 - 1/30 |
|
| |||||||||||||||
|
|
|
| — |
| ||||||||||||||||
|
|
|
|
| |||||||||||||||||
|
|
|
|
| |||||||||||||||||
|
|
|
|
|
| ||||||||||||||||
|
|
|
|
| |||||||||||||||||
| 02/05/2021 |
|
| 11,532 |
| 2/5 | 3,844 - 2/5 |
| 3,845 - | 2/5 |
20212022 Proxy Statement — SLM CORPORATION 5547
OUTSTANDING EQUITY AWARDSAT 20202021 FISCAL YEAR-END TABLE
(2) | The vesting dates of the NEOs’ unvested PSU awards and any underlying DEUs that were outstanding as of December 31, |
Name | Grant Date | # of Performance Underlying | # of PSUs Vesting - Vesting Date | 2022 | # of PSUs Vesting - Vesting Date 2023 | # of PSUs Vesting - Vesting Date 2024 | |||||||||||||
Jonathan W. Witter(4) | 04/20/2020 |
|
|
| — | 242,918 - 1/30 | — | ||||||||||||
02/05/2021 |
|
|
| — | — |
| 2/5 | ||||||||||||
Steven J. McGarry |
|
|
|
|
| ||||||||||||||
01/28/2019 |
|
|
| 31,077 - 1/28 | — |
| — | ||||||||||||
01/30/2020 |
|
|
| — | 30,271 - 1/30 | — | |||||||||||||
02/05/2021 |
|
|
| — | — | 16,601 - 2/5 | |||||||||||||
Kerri A. Palmer | 02/05/2021 |
|
|
|
| ||||||||||||||
|
| 12,911 - 2/5 | |||||||||||||||||
Daniel P. Kennedy | 02/05/2021 |
|
|
|
| — | — |
| |||||||||||
|
|
|
|
| |||||||||||||||
|
|
|
|
| 2/5 | ||||||||||||||
Donna F. Vieira | 01/30/2020 |
|
|
|
|
|
| ||||||||||||
| — | 25,614 - 1/30 | — | ||||||||||||||||
02/05/2021 |
|
|
| — | — |
|
| ||||||||||||
|
|
|
|
|
| ||||||||||||||
|
|
|
|
| |||||||||||||||
|
|
|
|
| 2/5 |
(3) | 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 January 2023. |
(5) | The vesting dates of the NEOs’ unvested premium priced stock options with an exercise price set at a 15 percent premium above the closing price of the Company’s Common Stock on the date of grant that were outstanding as of December 31, 2021 are: |
Name | Grant Date | Number of (#) | # of Options Vesting - Vesting Date 2022 | # of Options Vesting - Vesting Date 2023 | # of Options Vesting - Vesting Date 2024 | |||||||||||||
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 |
5648 SLM CORPORATION — 20212022 Proxy Statement
OPTION EXERCISESAND STOCK VESTEDIN 20202021
OPTION EXERCISES AND STOCK VESTED IN 20202021
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||||||||||||||
Jonathan W. Witter |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| — | 396,217 | 7,444,745 | ||||||||||||||
Steven J. McGarry |
| 30,000 |
|
| 167,610 |
|
| 53,367 |
|
| 600,888 |
|
| — |
| — | 55,314 | 740,903 | ||||||||||||||
Paul F. Thome |
| 30,000 |
|
| 120,810 |
|
| 42,543 |
|
| 479,197 |
| ||||||||||||||||||||
Kerri A. Palmer | — | — | — | — | ||||||||||||||||||||||||||||
Daniel P. Kennedy | — | — | 37,918 | 516,942 | ||||||||||||||||||||||||||||
Donna F. Vieira |
| — |
|
| — |
|
| 13,986 |
|
| 155,664 |
| — | — | 22,634 | 314,869 | ||||||||||||||||
Daniel P. Kennedy |
| 25,000 |
|
| 147,175 |
|
| 35,999 |
|
| 405,639 |
| ||||||||||||||||||||
Raymond J. Quinlan | — | — | 294,819 | 3,318,803 |
(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. |
20212022 Proxy Statement — SLM CORPORATION 5749
EQUITY COMPENSATION PLAN INFORMATION
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information as of December 31, 2021 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 | 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 |
| — |
| $ | — |
|
| — |
| |||||||||
Net-settled options |
| — |
|
| — |
|
| — |
| |||||||||
RSUs/RES/PSUs |
| 51,903 |
|
| — |
|
| — |
| |||||||||
Total |
| 51,903 |
|
| — |
|
| — |
|
| 20,642,011 |
| NQ, ISO, PSU, SAR, RES, RSU, ST | |||||
Employee Stock Purchase Plan(2) |
| — |
|
| — |
|
| — |
|
| 14,149,397 |
| Common Stock purchase right | |||||
Expired Plans | NQ, ISO, PSU, SAR, RES, RSU, ST | |||||||||||||||||
Traditional options |
| 998,891 |
| $ | 17.65 |
|
| 2.0 |
| |||||||||
Net-settled options |
| — |
|
| — |
|
| — |
| |||||||||
RSUs/RES/PSUs |
| 5,305,773 |
|
| — |
|
| — |
| |||||||||
Total |
| 6,304,664 |
|
| 17.65 |
|
| 2.0 |
|
| — |
| ||||||
Total approved by |
| 6,356,567 |
|
| 17.65 |
|
| 2.0 |
|
| 34,791,408 |
| ||||||
Equity compensation plans not approved by security holders: | ||||||||||||||||||
Compensation arrangements |
| — |
|
| — |
|
| — |
|
| — |
| ||||||
Total not approved by security holders |
| — |
|
| — |
|
| — |
|
| — |
| ||||||
Total |
| 6,356,567 |
| $ | 17.65 |
|
| 2.0 |
|
| 34,791,408 |
|
(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), and Common Stock purchase right. |
(2) | Number of shares available for issuance under the Employee Stock Purchase Plan (ESPP) as of December 31, 2021. The ESPP was amended and restated on June 25, 2014, and amended on June 25, 2015. |
50 SLM CORPORATION — 2022 Proxy Statement
NONQUALIFIEDONQUALIFIED DEFERRED COMPENSATIONFOR FISCAL YEAR 20202021
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL YEAR 20202021
Deferred Compensation Plan for Key Employees
The table below provides information about the nonqualified deferred compensation of the NEOs in 2020.2021. 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 our tax-qualified defined contribution plan. No such contributions under the DC Plan were made for any NEO for 2020.2021. Participants’ accounts are credited with earnings based on the investment performance of underlying investment funds, as selected by participants. Our stock previously served as one of the available investment options under the DC Plan, but has since been removed as an option. 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 a pre-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 $785,000$790,000 of total eligible pay.
We may also make matching contributions to a participant’s account. We will match a participant’s contribution after the participant completes 12 months of service. Participants are fully vested in our matching contributions at all times. Participants may elect to have their plan accounts deemed invested in the core investment funds offered under our tax-qualified 401(k) plan, and earnings are credited to participants’ Supplemental 401(k) accounts when such amounts would have been credited under our tax-qualified 401(k) plan. Earnings credited to the participants’ accounts do not constitute “above-market” earnings as defined by the SEC.
Participants elect the time and form of payment offrom their accounts. Accounts are paid in cash in a lump sum or by annual installments over 10 years. A participant may request an early distribution if the participant experiences a substantial, unforeseen financial hardship (as defined in the plan).
Name | Plan Name | Executive Contributions in Last FY ($) | Company Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | 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 |
|
| 12,098 |
|
| — |
|
| 62,098 |
| ||||||||||||||||||||||
Steven J. McGarry | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 85,331 |
| — |
| 570,895 | Supplemental 401(k) |
| 25,000 |
|
| 25,000 |
|
| 133,330 |
|
| — |
|
| 754,225 |
| ||||||||||||||||||||||
DC Plan |
| 5,117 |
| — |
| 26,238 | DC Plan |
| 7,887 |
|
| — |
|
| 34,125 |
| |||||||||||||||||||||||||||||||||
Paul F. Thome | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 25,133 |
| — |
| 501,128 | ||||||||||||||||||||||||||||||||||||||
Kerri A. Palmer | — |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||||||||||||||||||||||||||||||
Daniel P. Kennedy | Supplemental 401(k) |
| 25,000 |
|
| 25,000 |
|
| 66,635 |
|
| — |
|
| 488,514 |
| |||||||||||||||||||||||||||||||||
Donna F. Vieira | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 9,379 |
| — |
| 59,379 | Supplemental 401(k) |
| 25,000 |
|
| 25,000 |
|
| 10,575 |
|
| — |
|
| 119,955 |
| ||||||||||||||||||||||
Daniel P. Kennedy | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 59,345 |
| — |
| 371,880 | ||||||||||||||||||||||||||||||||||||||
Raymond J. Quinlan | Supplemental 401(k) |
| 25,000 |
| 25,000 |
| 59,766 |
| — |
| 394,549 |
(1) | Company Contributions listed here are included under the heading “Employer Contributions to Defined Contribution Plans” in Footnote |
2022 Proxy Statement58 — SLM CORPORATION — 512021 Proxy Statement
ARRANGEMENTSWITH NAMED EXECUTIVE OFFICERS
ARRANGEMENTS WITH NAMED EXECUTIVE OFFICERS
Under our long-standing Executive Severance Plan for Senior Officers (the “Severance Plan”), eligible officers who do not have an individually negotiated severance arrangement will receive 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) prorated 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 is as follows: CEO (x 2.0); Higher than Executive Vice President (x 1.5); Executive or Senior Vice President (x 1.0). Under the Severance Plan, in no event will 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 receive 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, and noncompetition and nonsolicitation agreements.
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 a 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 a two-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 and non-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 for gross-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, and noncompetition and nonsolicitation agreements.
Separation and Release AgreementOffer Letter with Mr. QuinlanMs. Palmer
AfterOn January 7, 2021, the Company and Ms. Palmer entered into a thorough reviewletter 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 organizational structure and needs, as well as a comprehensive search for Mr. Quinlan’s successor,2021 LTIP. Also, starting in which Mr. Quinlan participated, the Company appointed Mr. Witter as its CEO, effective April 20, 2020. Accordingly, the Company and Mr. Quinlan mutually agreed upon Mr. Quinlan’s separation from the Company, and, on April 9, 2020, the Company and Mr. Quinlan entered into2022, Ms. Palmer was eligible to receive an agreement in connection with his separation from the Company pursuant to the terms of the Severance Plan described above, as applied 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 against the Company and restrictive covenants in favor of the Company, including a 24-month noncompetition and nonsolicitation covenant, Mr. Quinlan agreed to: (i) resign as CEO effective April 19, 2020; (ii) no longer serve as a director or Chair of the Board of Directors immediately following the 2020 Annual Meeting; and (iii) serve as a consultant for the Company through December 31, 2020. Following the 2020 Annual Meeting, Mr. Quinlan was entitled to payments under the Severance Plan, which included the following: (i) a lump sum cash severance payment equal to two times the sum of (x) Mr. Quinlan’s latest base salary and (y) the annualized performance bonus compensation calculatedequity grant based on the 24-month period immediately prior to the 2020 Annual Meeting; (ii) a lump sum payment equal to Mr. Quinlan’sfull year target bonuslevel reward for 2020, prorated to reflect the 6 months that Mr. Quinlanher position, which was employed by the Company in 2020; and (iii) if Mr. Quinlan elected to continue his participation in the Company’s group health insurance plan under applicable COBRA regulations, the Company would pay the applicable COBRA premiums for a period of up to 24 months. Pursuant to the 2012 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. In addition, in consideration of Mr. Quinlan’s efforts in connection with the Company’s transition to a
2021 Proxy Statement — SLM CORPORATION 59
ARRANGEMENTSWITH NAMED EXECUTIVE OFFICERS
new CEO, the Company granted Mr. Quinlan a transition bonus equal to $279,000 payable in cash. For his services as a consultant, the Company paid Mr. Quinlan total compensation of $465,000, with such amount paid in 6 equal monthly installments, in arrears, for the period from July 1, 2020 through December 31, 2020.
Separation and Release Agreement with Mr. Thome
On August 10, 2020, the Company and Mr. Thome entered into an agreement in connection with his separation from the Company. Under the separation agreement, which contains a customary release of claims against the Company and restrictive covenants in favor of the Company, including a 12-month noncompetition and nonsolicitation covenant, Mr. Thome agreed to (i) resign as Chief Administrative Officer effective August 10, 2020; (ii) continue to serve as President of Sallie Mae Bank through December 31, 2020, at which point he would step down as President; and (iii) serve as a consultant for the Company from January 1, 2021 through December 31, 2021. Following his separation on December 31, 2020, Mr. Thome was entitled to payments under the Severance Plan, which include the following: (i) a lump sum cash severance payment equal to one times the sum of (x) Mr. Thome’s current base salary and (y) the annualized performance bonus compensation calculated based on the 24-month period immediately prior to December 31, 2020; (ii) a lump sum payment equal to Mr. Thome’s target bonus for 2020; and (iii) if Mr. Thome elects to continue his participation in the Company’s group health insurance plan under applicable COBRA regulations, the Company will pay the applicable COBRA premiums. Pursuant to the 2012 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. For his services as a consultant, the Company will pay Mr. Thome total compensation of $225,000, with such amount to be paid in 12 monthly installments, in arrears, for the period from January 1, 2021 through December 31, 2021.$550,000.
On March 4, 2020, the Company and Mr. Witter entered into a letter agreement (the “Witter Offer Letter”) pursuant to which he is servingregarding Mr. Witter’s commencement as the Company’s Chief Executive Officer. Pursuant to the Witter Offer Letter, Mr. Witter will havehad an annual base salary of $950,000 and participateparticipated in the Company’s compensation and benefit plans, including its annual management incentive program, the 2012 Plan, the Severance Plan, and the Change in Control Severance Plan.plans. Pursuant to the Company’s 2020 Long-Term Incentive Program,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 to be determined based on the average closing price of his prior employer’s common stock for the 20-day
52 SLM CORPORATION — 2022 Proxy Statement
ARRANGEMENTSWITH NAMED EXECUTIVE OFFICERS
trailing period ending on March 4, 2020, and the number of the Company’s shares underlying the RSUs based on the average closing price of the Company’s common stockCommon Stock for the 20-day trailing period ending on April 20, 2020. To the extent any such outstanding equity awards from his prior employer arewere not forfeited, Mr. Witter would forfeit the number of the Company’s RSUs that hold an equivalent value to the equity awards that were permitted to vest.
On September 13, 2018, the Company and Ms. 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 the Company’s compensation and benefit plans. In addition, pursuant to her commencement of employment with the Company, Ms. Vieira received a one-time cash sign-on bonus of $550,000 and an equity grant of $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 full-year target level reward for her position, which was $450,000 at that time.
2022 Proxy Statement60 — SLM CORPORATION — 532021 Proxy Statement
POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEIN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The table below reflects the amount of compensation that would have been payable to Mr. Witter, Mr. McGarry, Ms. Palmer, Mr. Thome,Kennedy, and Ms. Vieira and Mr. Kennedy on December 31, 2020, and, for Mr. Quinlan, on April 19, 2020,2021, if such individual’s employment had terminated on that date, given the individual’s compensation and service levels as of December 31, 2020.2021. The values reported in the table below with respect to equity vesting are based on the Company’s closing stock price on December 31, 20202021 of $12.39$19.67 per share.
The following severance arrangements were effective for Mr. Witter, Mr. McGarry, Mr. Thome, Ms. Vieira,Palmer, Mr. Kennedy, and Mr. QuinlanMs. Vieira on December 31, 2020:2021: (i) the Severance Plan; (ii) the Change in Control Severance Plan; and (iii) equity acceleration and settlement provisions contained in awards issued pursuant to the 20122021 Plan and predecessor equity plans.
2021 Proxy Statement —54 SLM CORPORATION 61— 2022 Proxy Statement
POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGEIN CONTROL TABLE
POTENTIAL PAYMENTS UPON TERMINATION
OR CHANGE IN CONTROL TABLE
Change in ($) | 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) ($) | Termination by Death or Disability(6) ($) | 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) ($) | |||||||||||||||||||||||||||||||||||||||||||
Jonathan W. Witter | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | — | 15,724,829 | 15,724,829 | — | — | 15,724,829 | — | 21,010,039 | 21,010,039 | — | — | 21,010,039 | ||||||||||||||||||||||||||||||||||||||||||
Cash Severance | �� | — | 7,047,860 | 4,948,930 | — | — | 4,948,930 | — | 7,419,500 | 5,333,680 | — | — | 5,333,680 | |||||||||||||||||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 34,576 | 40,932 | — | — | 40,932 | — | 32,528 | 47,528 | — | — | 47,528 | ||||||||||||||||||||||||||||||||||||||||||
Total
| — | 22,807,265 | 20,714,691 | — | — | 20,714,691 | — | 28,462,067 | 26,391,247 | — | — | 26,391,247 | ||||||||||||||||||||||||||||||||||||||||||
Steven J. McGarry | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | — | 1,946,071 | 1,946,071 | — | 1,946,071 | 1,946,071 | — | 2,733,431 | 2,733,431 | — | 2,733,431 | 2,733,431 | ||||||||||||||||||||||||||||||||||||||||||
Cash Severance | — | 3,622,376 | 1,271,594 | — | — | 1,271,594 | — | 3,800,000 | 1,355,594 | — | — | 1,355,594 | ||||||||||||||||||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 33,777 | 40,333 | — | — | 40,333 | — | 31,940 | 38,955 | — | — | 38,955 | ||||||||||||||||||||||||||||||||||||||||||
Total
| — | 5,602,224 | 3,257,998 | — | 1,946,071 | 3,257,998 | — | 6,565,371 | 4,127,980 | — | 2,733,431 | 4,127,980 | ||||||||||||||||||||||||||||||||||||||||||
Paul F. Thome | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | — | 1,620,200 | 1,620,200 | — | 1,620,200 | 1,620,200 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash Severance | — | 2,700,000 | 1,008,563 | — | — | 1,008,563 | ||||||||||||||||||||||||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 26,424 | 34,818 | — | — | 34,818 | ||||||||||||||||||||||||||||||||||||||||||||||||
Total
| — | 4,346,624 | 2,663,581 | — | 1,620,200 | 2,663,581 | ||||||||||||||||||||||||||||||||||||||||||||||||
Donna F. Vieira | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Kerri A. Palmer | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | — | 979,548 | 979,548 | — | — | 979,548 | — | 636,862 | 636,862 | — | — | 636,862 | ||||||||||||||||||||||||||||||||||||||||||
Cash Severance | — | 2,817,424 | 1,037,919 | — | — | 1,037,919 | — | 3,525,001 | 1,293,750 | — | — | 1,293,750 | ||||||||||||||||||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 34,576 | 40,932 | — | — | 40,932 | �� | — | 23,858 | 32,893 | — | — | 32,893 | |||||||||||||||||||||||||||||||||||||||||
Total
| — | 3,831,548 | 2,058,399 | — | — | 2,058,399 | — | 4,185,721 | 1,963,505 | — | — | 1,963,505 | ||||||||||||||||||||||||||||||||||||||||||
Daniel P. Kennedy | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | — | 940,313 | 940,313 | — | — | 940,313 | — | 1,391,921 | 1,391,921 | — | — | 1,391,921 | ||||||||||||||||||||||||||||||||||||||||||
Cash Severance | — | 2,817,424 | 996,900 | — | — | 996,900 | — | 3,062,501 | 1,135,606 | — | — | 1,135,606 | ||||||||||||||||||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | 33,777 | 40,333 | — | — | 40,333 | — | 31,940 | 38,955 | — | — | 38,955 | ||||||||||||||||||||||||||||||||||||||||||
Total
| — | 3,791,514 | 1,977,546 | — | — | 1,977,546 | — | 4,486,362 | 2,566,482 | — | — | 2,566,482 | ||||||||||||||||||||||||||||||||||||||||||
Raymond J. Quinlan | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Donna F. Vieira | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity | — | — | 9,314,102 | — | — | — | — | 1,758,775 | 1,758,775 | — | — | 1,758,775 | ||||||||||||||||||||||||||||||||||||||||||
Cash Severance | — | — | 5,026,700 | — | — | — | — | 2,972,501 | 1,113,106 | — | — | 1,113,106 | ||||||||||||||||||||||||||||||||||||||||||
Medical Insurance/Outplacement | — | — | 39,396 | — | — | — | — | 32,528 | 39,396 | — | — | 39,396 | ||||||||||||||||||||||||||||||||||||||||||
Total
| — | — | 14,380,198 | — | — | — | — | 4,763,804 | 2,911,277 | — | — | 2,911,277 |
(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. Witter’s |
(4) | For Equity Vesting—Vested and unvested equity awards forfeit upon a termination for cause (as defined in the |
(5) | For Equity Vesting—Employees are considered retirement eligible at age 55 or more, with 70 or more years of combined age and years of service with the Company or its subsidiaries. Upon eligible retirement, these awards generally continue to vest based on their original terms. On December 31, |
(6) | For Equity Vesting—Unvested equity awards accelerate upon termination by death or disability (as defined in the 2021 Plan or the Predecessor |
2022 Proxy Statement62 — SLM CORPORATION — 552021 Proxy Statement
20202021 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 2020:2021:
the median of the annual total compensation of all our employees (except our CEO) was $86,090;$88,566;
the annual total compensation of our CEO was $11,398,565;$7,047,062; and
the ratio of these two amounts was 13280 to 1. We believe that this ratio is a reasonable estimate calculated in a manner consistent with the requirements of the Pay Ratio Rule. Please see our discussion below in the section “Determination of Annual Total compensation of our ‘Median Employee’ and our CEO” for further discussion with respect to the increase in our pay ratio for 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 our “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 identified last year 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 CEO), we first identified our total employee population from which we determined our “median employee.” We determined that, as of December 31, 2020, our employee population consisted of approximately 1,600 individuals (as reported in Item 1, Business, in our 2020 Form 10-K). Our employee population consisted of our workforce of full-time, part-time, seasonal, and temporary employees.
We selected December 31, 2020, which is within the last three months of 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 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 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 any cost-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.
Determination of Annual Total Compensation of our “Median Employee” and our CEO
Once we identified our “median employee,” we then calculated such employee’s annual total compensation for 20202021 using the same methodology we used for purposes of determining the annual total compensation of our NEOs for 20202021 (as set forth in the 20202021 Summary Compensation Table on page 5244 of this proxy statement), adjusted to include the cost to the Company in 20202021 of specified employee benefits that are provided on a nondiscriminatory basis, including employee assistance benefits (including tuition reimbursements and participation in a medical and wellness assistance program).
Our CEO’s annual total compensation for 20202021 for purposes of the CEO Pay Ratio Rule is not equal to the amount reported in the “Total” column in the 20202021 Summary Compensation Table, because Mr. Witter has only served as our CEO since April 20, 2020. Accordingly, his compensation for the CEO Pay Ratio has been adjusted, to reflect what he would have received had he servedthe extent applicable, in a similar manner as the annual total compensation of our CEO for all of 2020.
We note that our pay ratio between our median employee and CEO for 2020 is greater than the 84 to 1 reported for 2019. While Mr. Witter’s compensation is similar to the compensation paid to our former CEO, Mr. Quinlan, in connection with his hiring, Mr. Witter also received a one-time make-whole sign-on equity grant in recognition of his existing equity awards from his prior employer that he forfeited. At this time, it is anticipated that our pay ratio for 2021 will be more closely aligned with our historic pay ratio disclosures.“median employee.”
2021 Proxy Statement —56 SLM CORPORATION 63— 2022 Proxy Statement
DIRECTOR COMPENSATION
Our directors’ compensation program is designed to reasonably compensate our non-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 our non-employee directors on an annual basis and makes recommendations to the Board of Directors.
20202021 DIRECTOR COMPENSATION TABLE
The following table provides summary information for the year ended December 31, 2020,2021, relating to compensation paid to or accrued by us on behalf of our non-employee directors who served in this capacity during 2020.2021.
Name |
Fees | Stock Awards ($)(2) | Option ($)(3) | All Other ($)(4) | Total($) |
Fees | Stock Awards ($)(2) (3) | Option ($)(4) | All Other ($)(5) | Total($) | |||||||||||||||||||||||||||||||||||
Paul G. Child | 120,000 | 99,993 | 14 | 220,007 | 107,500 | 99,983 | 21 | 207,504 | |||||||||||||||||||||||||||||||||||||
Mary Carter Warren Franke | 132,500 | 99,993 | 21 | 232,514 | 192,500 | 99,983 | 21 | 292,504 | |||||||||||||||||||||||||||||||||||||
Earl A. Goode | 100,000 | 99,993 | 11 | 200,004 | 75,000 | 0 | 50,011 | (6) | 125,011 | ||||||||||||||||||||||||||||||||||||
Marianne M. Keler | 97,500 | 99,993 | 21 | 197,514 | 97,500 | 99,983 | 21 | 197,504 | |||||||||||||||||||||||||||||||||||||
Mark L. Lavelle | 95,000 | 99,993 | 21 | 195,014 | 60,000 | 134,955 | 21 | 194,976 | |||||||||||||||||||||||||||||||||||||
Ted Manvitz | 30,000 | 134,955 | 16 | 164,971 | |||||||||||||||||||||||||||||||||||||||||
Jim Matheson | 90,000 | 99,993 | 21 | 190,014 | 57,500 | 134,955 | 21 | 192,476 | |||||||||||||||||||||||||||||||||||||
Frank C. Puleo | 105,000 | 99,993 | 14 | 205,007 | 60,000 | 134,955 | 21 | 194,976 | |||||||||||||||||||||||||||||||||||||
Samuel T. Ramsey | 11,667 | 0 | 2 | 11,669 | |||||||||||||||||||||||||||||||||||||||||
Vivian C. Schneck-Last | 95,000 | 99,993 | 21 | 195,014 | 95,000 | 99,983 | 21 | 195,004 | |||||||||||||||||||||||||||||||||||||
William N. Shiebler | 105,000 | 99,993 | 11 | 205,004 | 58,333 | 117,470 | 19 | 175,822 | |||||||||||||||||||||||||||||||||||||
Robert S. Strong | 100,000 | 99,993 | 14 | 200,007 | 65,000 | 134,955 | 21 | 199,976 | |||||||||||||||||||||||||||||||||||||
Kirsten O. Wolberg | 90,000 | 99,993 | 21 | 190,014 | 90,000 | 99,983 | 21 | 190,004 |
(1) | Director fees are paid quarterly in arrears. |
(2) | The non-employee directors elected to our Board of Directors at the |
(3) | Stock Awards outstanding as of December 31, 2021 for each director consisted of Restricted Stock Awards (including DEUs), as follows: Paul G. Child – 4,955; Mary Carter Warren Franke – 4,955; Earl A. Goode – 0; Marianne M. Keler – 4,955; Mark L. Lavelle – 4,955; Ted Manvitz – 4,955; Jim Matheson – 4,955; Frank C. Puleo – 4,955; Samuel T. Ramsey – 0; Vivian C. Schneck-Last – 4,955; William N. Shiebler – 0; Robert S. Strong – 4,955; Kirsten O. Wolberg – 4,955. |
(4) | We did not grant any stock options to the non-employee directors during |
Includes annual premiums paid by us to provide a life insurance benefit of $50,000. |
(6) | In connection with Mr. Goode’s retirement from the Board of Directors on June 8, 2021, The Sallie Mae Fund, an affiliate of the Company, made a charitable donation in the amount of $50,000 on his behalf. |
2022 Proxy Statement64 — SLM CORPORATION — 572021 Proxy Statement
DIRECTOR COMPENSATION
Director Compensation Elements
The following table highlights the material elements of our 20202021 director compensation program:
Membership/Retainer | Annual Cash Retainer | |||
Board of Directors | $70,000 | |||
Board Chair | $ | |||
Committee Chair Retainer | ||||
• Audit Committee | $ | |||
• Nominations | $20,000 | |||
• | $20,000 | |||
• | $20,000 | |||
• | $ | |||
Committee Membership Retainer | ||||
• Audit Committee | $ | |||
• Nominations | $10,000 | |||
• | $10,000 | |||
• | $10,000 | |||
• | $ |
* |
|
|
In addition to the committees above, some of our non-employee directors are also members of our Preferred Stock Committee. No fees were paid in 20202021 in connection with this committee.
In addition to the cash retainers set forth above, our non-employee directors each received $100,000 in restricted stock awards, which resulted in a grant date fair value of $99,993.$99,983. These restricted stock awards will vest and become transferable upon the Company’s 20212022 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 any out-of-pocket expenses incurred in connection with service as a director.
Directors’ 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.
We maintain stock ownership guidelines for our non-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, 2020,2021, all then-current directors were in compliance with our stock ownership guidelines or are expected to achieve compliance within the applicable five-year period.
We provide non-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.
2021 Proxy Statement —58 SLM CORPORATION 65— 2022 Proxy Statement
DIRECTOR COMPENSATION
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 2020,2021, none of the non-employee directors actively participated in the Director Deferral Plan.
2022 Proxy Statement66 — SLM CORPORATION — 592021 Proxy Statement
OTHER MATTERS
Other Matters for the 20212022 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 20222023 Annual Meeting
A stockholder who intends to introduce a proposal for consideration at Sallie Mae’s 20222023 annual meeting may seek to have that proposal and a statement in support of the proposal included in the Company’s 20222023 proxy statement if the proposal relates to a subject that is permitted under Rule 14a-8 of the Exchange Act (“Rule 14a-8”). To be considered for inclusion, the proposal and supporting statement must be received by the Company no later than December 29, 2021,January 5, 2023, and must satisfy the other requirements of Rule 14a-8. The submission of a stockholder proposal does not guarantee it will be included in Sallie Mae’s 20222023 proxy statement.
Sallie Mae’s By-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 Rule 14a-8. Sallie Mae’s By-Laws provide that any such proposals or nominations for our 20222023 annual meeting must be received by it not earlier than the close of business on February 8, 2022,21, 2023, nor later than the close of business on March 10, 2022.23, 2023. Any such notice must satisfy the other requirements in Sallie Mae’s By-Laws applicable to such proposals and nominations. If a stockholder fails to meet these deadlines or fails to comply with the requirements of Rule 14a-4(c) under the Exchange Act, Sallie Mae may exercise discretionary voting authority under proxies it solicits to vote on any such proposal.
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 20202021 Form 10-K, this proxy statement, and the proxy card and, upon request, we will reimburse such registered holders for their out-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 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 calling 1-866-540-7095. 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.
2021 Proxy Statement —60 SLM CORPORATION 67— 2022 Proxy Statement
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 12, 2021,22, 2022, 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 12, 2021, 322,869,20822, 2022, 269,214,100 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 April 28, 2021,May 5, 2022, we mail 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 a 16-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 an 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, at www.proxyvote.com, by telephoning 1-800-579-1639, or by sending an email to sendmaterial@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 matters DO NOT include Proposals 1 2, and 32 but do include Proposal 43 (relating to the ratification of the appointment of the independent registered public accounting firm). For non-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 at www.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 available 24-hours a day, and follow the prerecorded instructions. Please have your Notice of Availability or proxy card available when you call. If you hold your shares in street name, your broker, bank, trustee, or other nominee may provide you additional instructions regarding voting your shares by telephone. Votes submitted telephonically must be received by 11:59 p.m., Eastern Daylight Time, on June |
• | By Internet during the meeting. You may vote electronically via the Internet at www.virtualshareholdermeeting.com/ |
• | By Mail. If you |
68 SLM CORPORATION — 2021 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 43 on the proxy card (relating to the ratification of the appointment of the independent registered
2022 Proxy Statement — SLM CORPORATION 61
QUESTIONSAND ANSWERS ABOUTTHE ANNUAL MEETINGAND VOTING
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 32 on the proxy card, as these are each considered to be a non-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 approval of the 2021 Omnibus Incentive Plan, including the number of shares of Common Stock authorized for issuance under the 2021 Omnibus Incentive Plan, in Proposal 2;
“FOR” advisory approval of Sallie Mae’s executive compensation set forth in Proposal 3;2; and
“FOR” ratification of the appointment of Sallie Mae’s independent registered public accounting firm set forth in Proposal 4.3.
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 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 at www.virtualshareholdermeeting.com/SLM2021SLM2022.
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 broker non-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 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 12, 2021,22, 2022, or duly appointed proxies, may attend. No one who is not a stockholder 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 at www.virtualshareholdermeeting.com/SLM2021SLM2022. Stockholders will need the 16-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 meeting.
Can I ask questions at the Annual Meeting? Stockholders as of our record date will have an opportunity to submit questions live via the Internet during the meeting.
2021 Proxy Statement — SLM CORPORATION 69
QUESTIONSAND ANSWERS ABOUTTHE ANNUAL MEETINGAND VOTING
How to Participate in the Annual Meeting | Online: 1. Visit www.virtualshareholdermeeting.com/ 2. Enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials
The meeting will begin promptly at 1:00 p.m., Eastern Daylight Time, on June
|
7062 SLM CORPORATION — 20212022 Proxy Statement
APPENDIX A
Reconciliation of Non-GAAP Financial Measures
(Dollars in thousands, except per share amounts)
|
Year Ended
| |||
Non-GAAP “Adjusted Core Earnings” adjustments to GAAP: | ||||
GAAP net income | $ | 1,160,513 | ||
Preferred stock dividends | 4,736 | |||
GAAP net income attributable to SLM Corporation common stock | $ | 1,155,777 | ||
Non-GAAP “Adjusted Core Earnings” adjustments to GAAP: | ||||
Net impact of derivative accounting(1) | 23,216 | |||
Add provisions for credit losses | (32,957 | ) | ||
Less: net charge-offs | (200,762 | ) | ||
Net tax benefit(2) | (50,907 | ) | ||
Total Non-GAAP “Adjusted Core Earnings” adjustments to GAAP | (159,596 | ) | ||
Non-GAAP “Adjusted Core Earnings” attributable to SLM Corporation common stock | $ | 996,181 | ||
GAAP diluted earnings per common share | $ | 3.61 | ||
Total adjustments, net of tax | (0.50 | ) | ||
Non-GAAP “Adjusted Core Earnings” diluted earnings per common share | $ | 3.11 |
(1) | Derivative Accounting: Non-GAAP “Adjusted Core Earnings” exclude periodic unrealized gains and losses caused by the mark-to-fair value valuations on derivatives that do not qualify for hedge accounting treatment under GAAP, but include current period accruals on the derivative instruments. Under GAAP, for our derivatives held to maturity, the cumulative net unrealized gain or loss over the life of the contract will equal $0. |
(2) | Non-GAAP “Adjusted Core Earnings” tax rate is based on the effective tax rate at the Bank, where the derivative instruments are held. |
2022 Proxy Statement — SLM CORPORATION 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 to www.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 website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/SLM2022 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 BY PHONE—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-P00228 KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
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 | For | Against | Abstain | ||||||||||||||||||||||
1a. Paul G. Child | ☐ | ☐ | ☐ | 1j. Jonathan W. Witter | ☐ | ☐ | ☐ | |||||||||||||||||||||
1b. Mary Carter Warren Franke | ☐ | ☐ | ☐ | 1k. Kirsten O. Wolberg | ☐ | ☐ | ☐ | |||||||||||||||||||||
1c. Marianne M. Keler | ☐ | ☐ | ☐ | 2. Advisory approval of SLM Corporation’s executive compensation. | ☐ | ☐ | ☐ | |||||||||||||||||||||
1d. Mark L. Lavelle | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
1e. Ted Manvitz | ☐ | ☐ | ☐ | 3. Ratification of the appointment of KPMG LLP as SLM Corporation’s independent registered public accounting firm for 2022. | ☐ | ☐ | ☐ | |||||||||||||||||||||
1f. Jim Matheson | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
1g. Samuel T. Ramsey | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
1h. Vivian C. Schneck-Last | ☐ | ☐ | ☐ | |||||||||||||||||||||||||
1i. Robert S. Strong | ☐ | ☐ | ☐ | 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. | ||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Form 10-K are available at www.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 via 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
During The Meeting—Go to www.virtualshareholdermeeting.com/SLM2022You 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 BY PHONE—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-P00228 KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
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 | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1a. Paul G. Child | ☐ | ☐ | ☐ | 1j. Jonathan W. Witter | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1b. Mary Carter Warren Franke | ☐ | ☐ | ☐ | 1k. Kirsten O. Wolberg | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1c. Marianne M. Keler | ☐ | ☐ | ☐ | 2. Advisory approval of SLM Corporation’s executive compensation. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1d. Mark L. Lavelle | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1e. Ted Manvitz | ☐ | ☐ | ☐ | 3. Ratification of the appointment of KPMG LLP as SLM Corporation’s independent registered public accounting firm for 2022. | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1f. Jim Matheson | ☐ | ☐ | ☐ |
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1g. Samuel T. Ramsey | ☐ |
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1h. Vivian C. Schneck-Last | ☐ | ☐ | ☐ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1i. Robert S. Strong | ☐ | ☐ | ☐ | NOTE: This proxy is revocable and the shares represented by this | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX]
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.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 via 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 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — E35581-P00228 SLM CORPORATION Annual Meeting of Stockholders June Via the Internet at www.virtualshareholdermeeting.com/ 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 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, |