SLM Corp
For the period ended Jun 18, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2024 · Filed Apr 26, 2024
Contents
2023 NEO Long-Term Incentive Program
In connection with our 2023 NEO LTIP awards, the Compensation Committee utilized a combination of (i) 50 percent RSUs vesting inone-third increments over each anniversary of the grant date, and (ii) 50 percent PSUs cliff-vesting in 2026 upon certification by the Compensation Committee as to the achievement of the relative TSR performance metric with aone-year required holding period after vesting. As described in more detail below, our 2023 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.
For the NEOs, including Mr. Witter and excluding Mr. Graham, we granted PSUs that: • vest between 0 percent and 200 percent in 2026 based on the Company’s relative TSR from February 17, 2023 to February 17, 2026; • vest upon the Compensation Committee’s determination of actual performance relative to pre-established targets; and • require a one-year holding period immediately following the vesting date of the PSUs.
Relative TSR
We believe relative TSR, the sole PSU performance metric, is important because it aligns the interests of our management with those of our stockholders. Our relative TSR will be evaluated by comparing the Company’s stock price performance to a defined set of comparable companies based on size, volatility, stock price correlation, and industry. The relative TSR is based on the Company’s TSR as compared to the peer group composed of companies belonging to the following sub-industries in the following published indices as of February 17, 2023: (i) The S&P Supercomposite Consumer Finance Sub-Industry Index; and (ii) The S&P 400 Regional Bank Sub-Industry Index.
2024 PROXY STATEMENT 43
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 interests of our stockholders. The PSU goal is derived from a rigorous process that involved input and discussions among the Compensation Committee, our CEO, human resources, finance personnel, risk management, legal, and advice and input from the Compensation Committee’s independent compensation consultant.
The table below sets forth the value of LTIP awards granted in February 2023(1):
| Named Executive Officer | 2023 LTIP RSUs ($) | 2023 LTIP PSUs(2) ($) | 2023 LTIP Total(3) ($) |
|---|---|---|---|
| Jonathan W. Witter | $2,894,737 | $2,894,737 | $5,789,474 |
| Peter M. Graham(4) | $— | $— | $— |
| Kerri A. Palmer(5) | $424,875 | $424,875 | $849,750 |
| Donna F. Vieira | $499,711.50 | $499,711.50 | $999,423 |
| Nicolas Jafarieh | $504,000 | $504,000 | $1,008,000 |
| Steven J. McGarry | $417,150 | $417,150 | $834,300 |
| (1) | The dollar value amounts of the respective LTIP awards granted to each of the NEOs in 2023 as shown in this table differ from the Summary Compensation Table and the 2023 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 2023 to NEOs are disclosed in this column at the target level. PSUs will vest between 0 percent to 200 percent in 2026 based on relative TSR from February 17, 2023 to February 17, 2026, with a one-year holding period after vesting. |
| (3) | RSU and PSU awards are eligible to accrue dividends as Dividend Equivalent Units (“DEUs”), which vest on the same schedule as the underlying grant. |
| (4) | Mr. Graham commenced his employment with the Company as an executive officer on September 18, 2023, and accordingly did not receive an RSU or PSU award pursuant to the 2023 LTIP in February 2023. However, pursuant to his offer letter, Mr. Graham received a sign-on equity award of $850,000 in October 2023 consisting of RSUs that vest in one-third increments over a three-year period, not reflected in the table above. |
| (5) | In connection with Ms. Palmer’s appointment as Chief Operational Officer and in recognition of her service to the Company, she received a special one-time equity award of $1,416,250 in February 2023 consisting of RSUs that vest in one-third increments over a three-year period, not reflected in the table above. |
44 SLM CORPORATION
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.