SLM Corp
For the period ended Jun 17, 2025. Filed Apr 28, 2025.
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Jun 17, 2025 · Filed Apr 28, 2025
Contents
2024 NEO Long-Term Incentive Program
In connection with our 2024 NEO LTIP awards, the Compensation Committee utilized a combination of RSUs and PSUs. The combination of RSUs and PSUs was different for the CEO as compared to the other NEOs, reflecting a change made for 2024 grants. Accordingly, the CEO received 40 percent RSUs and 60 percent PSUs, and all other NEOs received 50 percent RSUs and 50 percent PSUs. Such RSUs vest inone-third increments over each anniversary of the grant date, and such PSUs cliff-vest in 2027 upon certification by the Compensation Committee as to the achievement of the relative TSR performance metric with aone-year required holding period after vesting. Our 2024 LTIP grants serve as a retentive tool intended to provide long-term incentive and performance-based compensation to our NEOs that ties their compensation to our total stockholder return compared to that of our peers, thus aligning their interests with the interests of our stockholders.
| 2024 PSUs for NEO Long-Term Incentive Awards | • For the NEOs, including Mr. Witter, the PSUs granted in 2024: • vest between 0 percent and 200 percent in 2027 based on the Company’s relative TSR from February 16, 2024 to February 16, 2027; • vest upon the Compensation Committee’s certification of the Company’s actual performance relative to the pre-established PSU peer group; and • require a one-year holding period immediately following the vesting date of the PSUs. |
Relative TSR
We believe relative TSR, our sole PSU performance metric, is important because it aligns the interests of our management with those of our stockholders. Our relative TSR is 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 16, 2024: (i) The S&P Supercomposite Consumer Finance Sub-Industry Index; and (ii) The S&P 400 Regional Bank Sub-Industry Index.
We annually review our LTIP design to ensure it remains 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, 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 2024(1):
| Named Executive Officer | 2024 LTIP RSUs ($) | 2024 LTIP PSUs(2) ($) | 2024 LTIP Total(3) ($) |
|---|---|---|---|
| Jonathan W. Witter | $2,900,000 | $4,350,000 | $7,250,000 |
| Peter M. Graham | $650,000 | $650,000 | $1,300,000 |
| Kerri A. Palmer | $501,669 | $501,669 | $1,003,338 |
| Donna F. Vieira | $483,314 | $483,313 | $966,627 |
| Nicolas Jafarieh | $457,100 | $475,100 | $950,200 |
| (1) | The dollar value amounts of the respective LTIP awards granted to each of the NEOs in 2024 as shown in this table differ from the Summary Compensation Table and the 2024 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 2024 to NEOs are disclosed in this column at the target level. PSUs will vest between 0 percent to 200 percent in 2027 based on relative TSR from February 16, 2024 to February 16, 2027, 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. |
| 46 | SLM CORPORATION |
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