SLM Corp
For the period ended Jun 16, 2026. Filed Apr 27, 2026.
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Jun 16, 2026 · Filed Apr 27, 2026
Contents
2025 NEO Long-Term Incentive Program
In connection with our 2025 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. Accordingly, the CEO received 40 percent RSUs and 60 percent PSUs, and all other NEOs received 50 percent RSUs and 50 percent PSUs. RSUs vest inone-third increments over each anniversary of the grant date, and PSUs cliff-vest in 2028 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 2025 LTIP grants serve as a retentive tool intended to provide long-term incentive and performance-based compensation that aligns NEO compensation to our TSR compared to that of our peers, thus aligning the NEO’s interests with the interests of our stockholders.
| 2025 PSUs for NEO Long-Term Incentive Awards | • For the NEOs, including Mr. Witter, the PSUs granted in 2025: • vest between 0 percent and 200 percent in 2028 based on the Company’s relative TSR from January 1, 2025 to December 31, 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, the sole PSU performance metric, aligns the interests of management with those of our stockholders. The Company’s 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 followingsub-industries in the following published indices as of January 1, 2025: (i) The S&P Supercomposite Consumer Finance Sub-Industry Index; and (ii) The S&P 400 Regional Bank Sub-Industry Index.
We annually review the Company’s LTIP design to ensure alignment with the strategic plan and the interests of our stockholders. The PSU design is derived from a rigorous process that involved input and discussions among the Compensation Committee, the CEO, human resources, finance, risk management, legal, and guidance from the Compensation Committee’s independent compensation consultant.
| 2026 PROXY STATEMENT | 41 |
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The table below sets forth the value of LTIP awards granted in March 2025(1):
| Named Executive Officer | 2025 LTIP RSUs ($) | 2025 LTIP PSUs(2) ($) | 2025 LTIP Total(3)(4) ($) |
|---|---|---|---|
| Jonathan W. Witter | $3,168,000 | $4,752,000 | $7,920,000 |
| Peter M. Graham | $900,000 | $900,000 | $1,800,000 |
| Kerri A. Palmer | $687,500 | $687,500 | $1,375,000 |
| Donna F. Vieira | $625,000 | $625,000 | $1,250,000 |
| Nicolas Jafarieh | $525,000 | $525,000 | $1,050,000 |
| (1) | The dollar value amounts of the respective LTIP awards granted to each of the NEOs in 2025 as shown in this table differ from the Summary Compensation Table and the 2025 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 2025 to NEOs are disclosed in this column at the target level. PSUs will vest between 0 percent to 200 percent in 2028 based on relative TSR from January 1, 2025 to December 31, 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. |
| (4) | This column reflects the target award amount for the 2025 LTIP. |
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