SLM Corp

This summary highlights certain information contained in the proxy statement. You should read the entire proxy statement and the 2024 Form 10-K carefully before you vote.

SLM’s Strategy

To focus our business and increase shareholder value, we continue to advance our strategic imperatives. Our primary focus remains on maximizing the profitability and growth of our core private student loan business, while harnessing and optimizing the power of our brand and attractive client base. In addition, we continue to seek to better inform the external narrative about student lending and Sallie Mae. We also strive to maintain a rigorous and predictable capital allocation and return program to create shareholder value. We are focused on driving amission-led culture that continues to make Sallie Mae a great place to work, while we continue to strengthen our risk and compliance functions, enhance and build upon our risk management framework, and assess and monitor enterprise-wide risk.

We strive to maximize the revenue of our core private student loan business by (i) driving penetration at schools, (ii) increasing market share to better meet student funding needs, (iii) using risk-adjusted pricing and underwriting, and (iv) continuing to enhance our marketing, digital, and data capabilities. In addition, we work to manage our unit costs by (a) maintaining a strong focus on fixed cost discipline, (b) reducing both the unit costs of servicing and the unit cost of acquisitions, (c) improving third-party vendor cost management, and (d) driving towards strong operating leverage.

Our previous acquisitions of the assets of Nitro College (“Nitro”) and Scholly, Inc. (“Scholly”) enhanced our strategic growth opportunities, expanded our digital marketing capabilities, reduced the cost to acquire customer accounts, and accelerated our progress to become a broader education solutions provider.

In 2024, we continued to optimize the value of our Sallie Mae brand and attractive client base, while integrating and leveraging the tools and assets acquired through Nitro and Scholly, by (i) building products and services that leverage our customer affiliation and drive customer value, (ii) ensuring alignment of our products and services with our core mission, (iii) prioritizing partnerships and other capital efficient avenues of growth, and (iv) seeking to optimize return on our investments.

PROXY STATEMENT SUMMARY

During 2024, we worked to maintain a rigorous capital allocation and return program by (i) increasing quarterly Common Stock dividends to $0.13 per share, (ii) selling approximately $3.7 billion of Private Education Loans (as hereinafter defined), and (iii) repurchasing approximately 11.6 million shares of our Common Stock pursuant to Rule 10b5-1 trading plans authorized under our share repurchase programs.

Corporate Governance Highlights

We believe strong corporate governance is critical for our success. Integral to our governance structures are (i) director independence, as our Board of Directors as of December 31, 2024, was comprised of 91% independent directors, (ii) separate roles of Board Chair and Chief Executive Officer (“CEO”), (iii) active risk oversight by the Board of Directors and Board committees, (iv) a Code of Business Conduct for all directors, officers, and employees, (v) breadth of experience and perspective on our Board of Directors, and (vi) board refreshment evidenced by 55% of our Board of Directors having tenure of fewer than six years of service as of December 31, 2024.

Executive Compensation

Our executive compensation philosophy aligns the compensation received by our named executive officers with the Company’s performance. Our performance-based compensation programs focus our senior executives on goals that drive our financial performance while balancing risk and reward. The Company’s total shareholder return (as described below) has continued to be strong compared to our peer group, and payouts under our 2024 incentive plans align with the Company’s stock performance. We achieved significant successes in 2024 by delivering on key Company performance metrics during the year. For more information on our executive compensation, including our practices and philosophy, please see our “Compensation Discussion & Analysis” on page 33.