SLM Corp Files DEF 14A Proxy Statement

Ticker: SLMBP · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1032033

Slm Corp DEF 14A Filing Summary
FieldDetail
CompanySlm Corp (SLMBP)
Form TypeDEF 14A
Filed DateApr 26, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$1 million, $346 million, $0.11, $3.15 billion
Sentimentneutral

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, SLM Corp, Shareholder Meeting, Executive Compensation

TL;DR

<b>SLM Corp has filed its DEF 14A proxy statement for the reporting period ending June 18, 2024.</b>

AI Summary

SLM Corp (SLMBP) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Filing type: DEF 14A (Proxy Statement). Filing date: 2024-04-26. Reporting period: 2024-06-18. Company SIC code: 6141 (Personal Credit Institutions). Incorporated in: Delaware.

Why It Matters

For investors and stakeholders tracking SLM Corp, this filing contains several important signals. This filing is a standard proxy statement, indicating the company is seeking shareholder approval for various matters, likely including director elections and executive compensation. The filing provides detailed financial information and disclosures relevant to shareholders making voting decisions.

Risk Assessment

Risk Level: low — SLM Corp shows low risk based on this filing. The filing is a routine DEF 14A, providing standard disclosures without immediate market-moving information.

Analyst Insight

Review the proxy statement for details on director nominations, executive compensation, and any shareholder proposals to inform voting decisions.

Key Numbers

  • 0001032033 — Central Index Key (SLM Corp)
  • 6141 — Standard Industrial Classification (Personal Credit Institutions)
  • DE — State of Incorporation (SLM Corp)
  • 1231 — Fiscal Year End (SLM Corp)
  • DEF 14A — Form Type (Filing)
  • 001-13251 — SEC File Number (SLM Corp)

Key Players & Entities

  • SLM Corp (company) — Filer
  • 300 CONTINENTAL DRIVE (location) — Business Address
  • NEWARK (location) — Business Address City
  • DE (location) — Business Address State
  • 19713 (location) — Business Address ZIP
  • 1934 Act (regulation) — SEC Act
  • 2024-06-18 (date) — Conformed Period of Report
  • 2024-04-26 (date) — Filed as of Date

FAQ

When did SLM Corp file this DEF 14A?

SLM Corp filed this Proxy Statement (DEF 14A) with the SEC on April 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by SLM Corp (SLMBP).

Where can I read the original DEF 14A filing from SLM Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by SLM Corp.

What are the key takeaways from SLM Corp's DEF 14A?

SLM Corp filed this DEF 14A on April 26, 2024. Key takeaways: Filing type: DEF 14A (Proxy Statement). Filing date: 2024-04-26. Reporting period: 2024-06-18.

Is SLM Corp a risky investment based on this filing?

Based on this DEF 14A, SLM Corp presents a relatively low-risk profile. The filing is a routine DEF 14A, providing standard disclosures without immediate market-moving information.

What should investors do after reading SLM Corp's DEF 14A?

Review the proxy statement for details on director nominations, executive compensation, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does SLM Corp compare to its industry peers?

SLM Corp operates in the personal credit institutions sector, focusing on student loans and related financial services.

Are there regulatory concerns for SLM Corp?

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

Industry Context

SLM Corp operates in the personal credit institutions sector, focusing on student loans and related financial services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to disclose information to shareholders.

What Investors Should Do

  1. Analyze the proposals presented in the proxy statement for the upcoming shareholder meeting.
  2. Review executive compensation details and any changes to incentive plans.
  3. Assess director nominations and qualifications.

Key Dates

  • 2024-04-26T00:00:00.000Z: Filing Date — Filing of DEF 14A proxy statement
  • 2024-06-18: Reporting Period End — Period covered by the proxy statement

Year-Over-Year Comparison

This is the initial DEF 14A filing for the 2024 proxy season, providing updated information for the upcoming shareholder meeting.

Filing Stats: 4,348 words · 17 min read · ~14 pages · Grade level 16.3 · Accepted 2024-04-26 16:31:24

Key Financial Figures

  • $1 million — m Scholarship Program, we are providing $1 million annually to help students access and co
  • $346 million — ine with our expectations, and returned $346 million of capital to shareholders. Looking ahe
  • $0.11 — ing quarterly Common Stock dividends of $0.11 per share, (ii) selling approximately $
  • $3.15 billion — 1 per share, (ii) selling approximately $3.15 billion of Private Education Loans during the y

Filing Documents

Executive Compensation

Executive Compensation 30 Compensation Discussion and Analysis 30 CD&A Roadmap 30 Executive Summary 31 Compensation Philosophy 31 Named Executive Officers 32 Compensation Practices Summary 33 Stockholder Engagement & Say-on-Pay Results 34 Stock Performance 35 Highlights of 2023 Company Performance 35 Allocation of Compensation 36 Elements of Compensation 37 How Our Compensation Decisions Are Made 38 Base Salary Determinations 39 2023 Annual Incentive Plan for Named Executive Officers 40 2023 AIP Funding and Payout Computation 42 2023 NEO Long-Term Incentive Program 43 NEO Achievements 45 Vesting of the 2021 PSU Grants 47 Risk Assessments and Reviews of Compensation Plans 47 Compensation Consultant 48 Compensation Committee Interlocks and Insider Participation 48 Peer Group Analysis 48 Table of Contents TABLE OF CONTENTS Other Arrangements, Policies, and Practices Related to Executive Compensation Programs 49 Compensation Committee Report 52 Summary Compensation Table 53 2023 Grants of Plan-Based Awards Table 55 Outstanding Equity Awards at 2023 Fiscal Year-End Table 57 Option Exercises and Stock Vested in 2023 60 Equity Compensation Plan Information 61 Nonqualified Deferred Compensation for Fiscal Year 2023 62 Deferred Compensation Plan for Key Employees 62 Supplemental 401(k) Savings Plan 62 Arrangements with Named Executive Officers 63 Executive Severance Plan 63 Change in Control Severance Plan 64 Offer Letter with Mr. Graham 64 Retention Agreement with Mr. McGarry 64 Offer Letter with Ms. Palmer 64 Offer Letter with Mr. Witter 65 Potential Payments Upon Termination or Change in Control 66 2023 Pay Ratio Disclosure 69 Pay Ratio 69 Methodology for Identifying our "Median Employee" 69 Determination of Annual Total Compensation of our "Median Employee" and our CEO 70 Pay Versus Perform

Executive Compensation

Executive Compensation Our executive compensation philosophy has aligned 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 2023 incentive plans align with the Company's stock performance. We achieved significant successes in 2023, 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 30. 2024 Annual Meeting of Stockholders 2 SLM CORPORATION Table of Contents Overview of Proposals This proxy statement contains three proposals requiring stockholder action, each of which is discussed in more detail below. Proposal 1 seeks the election of 12 directors nominated by the Board of Directors. Proposal 2 seeks approval, on an advisory basis, of Sallie Mae's executive compensation. Proposal 3 seeks ratification of the appointment of KPMG LLP as Sallie Mae's independent registered public accounting firm for the fiscal year ending December 31, 2024. Each share of Common Stock is entitled to one vote on each proposal or, in the case of the election of directors, on each nominee. The Board of Directors recommends that you vote FOR each of Proposals 1, 2, and 3, as discussed in more detail below. 2024 PROXY STATEMENT 3 Table of Contents Proposal 1 Election of Directors Our Board of Directors has nominated and recommends 12 individuals for election to our Board of Directors at the Annual Meeting. These individuals are as follows: Under our Certificate of Incorporation, the size of our Board of Directors may not be fewer than 11 nor more than 16 members. Under our Bylaws, the

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