SLM Corp

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

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SLM Corporation

(Name of Registrant as Specified In Its Charter)

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

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April 26, 2024

300 Continental Drive Newark, Delaware 19713

Letter from the CEO

Dear Fellow Stockholders: Access to, and completion of, higher education is one of the great enablers of the American ideal of social mobility and economic advancement. No other country in the world has the quality of institutions of higher learning that we enjoy. As importantly, with a diverse range of more than 4,000

postsecondary institutions, and a community college system that serves more than 12 million students, no other country affords the quantity of access available in the United States.

As the son of an immigrant who arrived in the US with limited means, I feel the multi-generational impacts of higher education in a profound way. The belief in the power and promise of education has defined my family. Children of parents who are college educated are more likely to earn a bachelor’s degree than students whose parents did not go to college. Those with advanced degrees earn an even greater percentage than those with a high school diploma. The growth of vocational, technical, career-aligned, and pre-professional programs and online universities are creating additional opportunities.

While our system is strong, it is not perfect. We know that while access is broad, it is not universally available. Those first-in their-family to attend college and those from lower-income and historically marginalized communities face significant obstacles to access higher education. While many start a higher education journey, too few complete. In fact, 40 million students report having some college experience but no degree. Put simply, too many students and families lack the knowledge, experience, tools, or insights necessary to pursue the dream of higher education.

This is why we have galvanized around our mission topower confidence as students begin their unique journeys. We are proud to provide the tools and resources to help students from all backgrounds access and complete their education. Through our acquisition of the key assets of Scholly, we’re now connecting students to millions of dollars in scholarships. We’re providing new resources to help families complete the Free Application for Federal Student Aid (FAFSA) and make confident decisions about planning for college, and through our Bridging the Dream Scholarship Program, we are providing $1 million annually to help students access and complete college.

We are also proud to make meaningful mission-aligned contributions in our communities. I’m particularly proud of our growing partnership with Delaware State University, our state’s Historically Black College and University (HBCU). Through a $1 million research endowment from The Sallie Mae Fund, we will identify barriers to degree completion, help students return

to school, and advance policy recommendations to enhance student re-engagement at HBCUs across the country. This initiative, along with our commitment to the environment and strong risk controls and governance, is highlighted in our Environmental, Social, and Governance Report available atwww.salliemae.com/esg.

This focus and alignment on our mission supports and reinforces the strength of our customer franchise. Students and families overwhelmingly choose Sallie Mae to responsibly finance their higher education affording us more than 55% market share. Our brand is synonymous within our category, generating significant marketing synergies. Our underwriting, servicing, and collection capabilities operate at scale allowing for both efficiency and positive customer outcomes. In fact, on average fewer than 3% of loans in repayment default annually. In addition, our relationship management team is the largest in the industry and a trusted resource for the more than 2,100 schools we serve.

Based on the power of our customer franchise, we also believe we are well-positioned to deliver strong results to our shareholders now and into the future. In 2023, we meaningfully grew originations, managed expenses, and generated full-year credit performance in line with our expectations, and returned $346 million of capital to shareholders. Looking ahead, we believe we are well-positioned to generate strong and predictable balance sheet and EPS growth while returning meaningful capital to stockholders and managing risk.

As always, thank you for your continued support and confidence in Sallie Mae. I look forward to you joining me at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on Tuesday, June 18, 2024, at 1 p.m. Eastern Daylight Time to be held virtually at www.virtualshareholdermeeting.com/SLM2024.

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.

All best,

Jonathan W. Witter

Chief Executive Officer

Notice of SLM Corporation’s 2024

Annual Meeting of Stockholders

Items of Business:

PROPOSAL 1— Elect 12 directors nominated by the SLM Corporation Board of Directors (the “Board of Directors” or the “Board”), each for a one-year term, to serve until their successors have been duly elected and qualified;

PROPOSAL 2— Approve, on an advisory basis, SLM Corporation’s executive compensation;

PROPOSAL 3— Ratify the appointment of KPMG LLP as SLM Corporation’s independent registered public accounting firm for the year ending December 31, 2024; and

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

2024 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 SLM Corporation at this time, as it enables engagement with our stockholders, regardless of size of holdings, resources, or physical location of stockholders. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would be at anin-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 visitingwww.virtualshareholdermeeting.com/SLM2024. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. The meeting webcast will begin promptly at 1:00 p.m., Eastern Daylight Time. We encourage you to log in and access the meeting at least 15 minutes prior to the start time.

Record Date:

Stockholders of record of the Company’s Common Stock, par value $.20 per share (“Common Stock”), as of the close of business on April 22, 2024, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 22, 2024, 219,715,879 shares of Common Stock were outstanding and eligible to be voted.

By order of the Board of Directors

Richard M. Nelson

Corporate Secretary

April 26, 2024