300 Continental Drive Newark, Delaware 19713

April 28, 2025

Letter from the CEO

Notice of SLM Corporation’s 2025

Annual Meeting of Stockholders

Date

Time

Place

Tuesday

1:00 p.m.

Meeting live via internet – please visit

June 17, 2025

Eastern Daylight Time

www.virtualshareholdermeeting.com/SLM2025

Items of Business

2025 Virtual Annual Stockholder Meeting

After careful consideration, the Board of Directors has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. We believe this is the right choice for SLM Corporation at this time, as it enables engagement with our stockholders, regardless of size of holdings, resources, or physical location of stockholders. We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would be at an in-person meeting, including submitting questions. You will be able to attend the meeting online, vote your shares electronically, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/SLM2025. To participate in the virtual meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. The meeting webcast will begin promptly at 1:00 p.m., Eastern Daylight Time. We encourage you to log in and access the meeting at least 15 minutes prior to the start time.

Record Date

Stockholders of record of the Company’s Common Stock, par value $.20 per share (“Common Stock”), as of the close of business on April 21, 2025, will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. On April 21, 2025, 209,856,503 shares of Common Stock were outstanding and eligible to be voted.

By order of the Board of Directors,

Richard M. Nelson

Corporate Secretary

April 28, 2025

Table of Contents

The Board of Directors of SLM Corporation (“Sallie Mae,” “SLM,” the “Company,” “we,” “our,” or “us”) is furnishing this proxy statement to solicit proxies for use at Sallie Mae’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A copy of the Notice of the Annual Meeting accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our stockholders beginning on or about May 5, 2025. We have determined that the Annual Meeting will be held in a virtual meeting format only (with no in-person meeting), via the Internet, at www.virtualshareholdermeeting.com/SLM2025. For more information regarding the Annual Meeting process, please review the section entitled “Questions and Answers About the Annual Meeting and Voting” contained at the end of this proxy statement.

This proxy statement and Sallie Mae’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), are available at: https://www.salliemae.com/investors/shareholder-information and https://materials.proxyvote.com. You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Office of the Corporate Secretary at the Company’s principal executive offices, located at 300 Continental Drive, Newark, Delaware 19713. Sallie Mae will provide a copy of the 2024 Form 10-K without charge to any stockholder upon written request.

Proxy Statement Summary

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.

2025 Annual Meeting of Stockholders

Time and Date

Virtual Location

Record Date

June 17, 2025 1:00 p.m. Eastern Daylight Time

www.virtualshareholdermeeting.com/ SLM2025

April 21, 2025

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 a mission-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.

Overview of Proposals

This proxy statement contains four proposals requiring stockholder action, each of which is discussed in more detail below. Proposal 1 seeks the election of 13 directors nominated by the Board of Directors. Proposal 2 seeks approval of the 2025 ESPP. Proposal 3 seeks approval, on an advisory basis, of Sallie Mae’s executive compensation. Proposal 4 seeks ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2025. 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, 3, and 4, as discussed in more detail below.

Proposal 1

Election of Directors

Our Board of Directors has nominated and recommends 13 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 Board of Directors has the authority to determine the size of the Board of Directors within that range and to fill any vacancies that may arise prior to the next annual meeting of stockholders. The Board of Directors has set the number of members at 13, effective as of the Annual Meeting.

Biographical information, qualifications, and experience with respect to each director nominee appear below. In addition to fulfilling the general criteria for director nominees described in the section titled “Nominations Process,” each nominee possesses experience, skills, attributes, and other qualifications the Board of Directors has determined support its oversight and management of Sallie Mae’s business, operations, and structure.

Each nominee is a current director who was elected by stockholders at the 2024 annual meeting of stockholders, other than Mr. Greig, who was appointed to the Board of Directors effective January 12, 2025, and Dr. Greenstein and Mr. Millerchip, who were both appointed to the Board of Directors effective April 23, 2025. Mr. Greig, Dr. Greenstein, and Mr. Millerchip were each identified by the Nominations and Governance Committee with the assistance of a third-party search firm engaged to identify and evaluate potential nominees. After a thorough review of each of their respective qualifications and skills, the Nominations and Governance Committee recommended Mr. Greig, Dr. Greenstein, and Mr. Millerchip to the Board of Directors. The Board of Directors unanimously approved each of the appointments of Mr. Greig, Dr. Greenstein, and Mr. Millerchip as directors.

PROPOSAL 1 | ELECTION OF DIRECTORS

All nominees appearing below consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, the Board of Directors may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote such shares for a reduced number of nominees. If the Board of Directors designates a substitute nominee, persons named as proxies will vote “FOR” that substitute nominee.

Our Bylaws provide the election of a director in an uncontested election will be by a majority of the votes cast with respect to a nominee at a meeting for the election of directors at which a quorum is present. Each share of Common Stock is entitled to one vote for each nominee. A director nominee will be elected to the Board of Directors if the number of shares voted “FOR” the nominee exceeds the number of votes cast “AGAINST” the nominee’s election. Abstentions and shares not voted on the proposal, including broker non-votes, are of no effect for the outcome of the election.

If any director nominee fails to receive a majority of the votes cast “FOR” their election, such nominee will automatically tender their resignation upon certification of the election results. The Nominations and Governance Committee of the Board of Directors will make a recommendation to the Board of Directors on whether to accept or reject such nominee’s resignation. The Board of Directors will act on the Nominations and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the election results.

PROPOSAL 1 | ELECTION OF DIRECTORS

Nominees for Election to the Board of Directors

PROPOSAL 1 | ELECTION OF DIRECTORS

PROPOSAL 1 | ELECTION OF DIRECTORS

PROPOSAL 1 | ELECTION OF DIRECTORS

PROPOSAL 1 | ELECTION OF DIRECTORS

PROPOSAL 1 | ELECTION OF DIRECTORS

PROPOSAL 1 | ELECTION OF DIRECTORS

Board of Directors Recommendation

The Board of Directors Recommends a Vote “FOR” the Election of the Thirteen Nominees Named Above.

Proposal 2

Approval of the SLM Corporation 2025 Employee Stock Purchase Plan

At the Annual Meeting, upon the recommendation of the Compensation Committee to the Board of Directors, and the Board of Director’s subsequent approval and recommendations to the stockholders, the stockholders are being asked to approve the SLM Corporation 2025 Employee Stock Purchase Plan (the “2025 ESPP”), including the number of shares of Common Stock authorized for issuance under the 2025 ESPP. The 2025 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code and is designed to provide eligible employees of the Company and its participating subsidiaries with the opportunity to purchase shares of our Common Stock at a discount to fair market value using their accumulated payroll deductions during specified offering periods.

The Board of Directors believes the adoption of a new, broad-based employee stock purchase plan will continue to serve as a powerful and effective tool in our total reward strategy for our employees. The 2025 ESPP will provide employees with a continued opportunity to become stakeholders in our Company at favorable prices, thereby aligning employees’ interests with those of our stockholders.

Currently, we maintain the Sallie Mae Employee Stock Purchase Plan, as amended and restated (the “2014 ESPP”). If approved by our stockholders, the 2025 ESPP would replace the 2014 ESPP, with the 2014 ESPP terminating on or following July 31, 2025, the last day of the offering period currently in effect, and after such time that all outstanding options under the 2014 ESPP have been settled, and the 2025 ESPP going into effect thereafter. Following the close of the current offering period under the 2014 ESPP, we will cease granting any new awards under the 2014 ESPP, and 13,250,000 shares of our Common Stock that were previously registered for issuance under the 2014 ESPP will be issuable under the 2025 ESPP. On May 24, 2012, we registered 6,000,000 shares of our Common Stock on Form S-8 for the 2014 ESPP; however, in connection with the separation of Navient Corporation from the Company in 2014, such number was increased to reflect a 2,798-for-1,000 stock split that occurred on May 1, 2014. As of the record date, April 21, 2025, there are 13,727,133 shares of Common Stock available for issuance under the 2014 ESPP. Any shares of Common Stock that remain outstanding under the 2014 ESPP will not be available for issuance other than the 13,250,000 shares of Common Stock that will be available under the 2025 ESPP, subject to adjustment as described below. If our stockholders do not approve the 2025 ESPP, then the 2014 ESPP will remain in effect.

If this Proposal 2 is approved by our stockholders, the maximum number of shares of our Common Stock that may be issued under the 2025 ESPP will be 13,250,000 shares, subject to adjustment as described below. As of the record date, April 21, 2025, a total of 209,856,503 shares of our Common Stock were outstanding. The 2025 ESPP share reserve represents approximately 6.3% of the total number of shares of our Common Stock outstanding as of the record date, April 21, 2025.

The 2025 ESPP does not include an evergreen provision that would permit annual increases in the number of shares available for issuance without stockholder approval. The Board of Directors believes this share reserve represents an appropriate amount of potential equity dilution in light of the purposes of the 2025 ESPP, which are further described below.

Summary of the 2025 ESPP

The following is a description of the material terms of the 2025 ESPP. The summary below does not contain a complete description of all provisions of the 2025 ESPP and is qualified in its entirety by reference to the 2025 ESPP, a copy of which is attached to this proxy statement as Appendix A.

Purpose. The purpose of the 2025 ESPP is to provide employees of our Company, and its participating subsidiaries, with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The 2025 ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

Shares. The maximum number of shares of our Common Stock available for issuance under the 2025 ESPP will not exceed in the aggregate 13,250,000 shares, subject to adjustment as provided in the “Adjustments and Change in Control” section below. The shares may be newly issued shares of Common Stock, treasury shares, or shares acquired on the open market. If any purchase of shares pursuant to an option under the 2025 ESPP is not consummated, the shares not purchased under such option will again become available for issuance under the 2025 ESPP. The number of shares of Common Stock that a participant may purchase in an offering under the 2025 ESPP may be reduced if the offering is over-subscribed. If the Compensation Committee determines

PROPOSAL 2 | APPROVAL OF THE SLM CORPORATION 2025 EMPLOYEE STOCK PURCHASE PLAN

that, on a particular Purchase Date (as defined below), the number of shares with respect to which options are to be exercised exceeds either the number of shares then available under the 2025 ESPP or the Offering Period Limit (as defined below), the Company shall make a pro rata allocation of the shares of Common Stock remaining available for purchase in as uniform a manner as practicable and as the Compensation Committee determines to be equitable. No option granted under the 2025 ESPP shall permit a participant to purchase shares which, if added together with the total number of shares purchased by all other participants in such offering, would exceed either the total number of shares remaining available under the 2025 ESPP or the Offering Period Limit.

Eligibility. Unless otherwise determined by the Compensation Committee, any employee who, to the extent permitted to be included or excluded under Section 423(b) of the Internal Revenue Code and Treasury Regulation Section 1.423-2(e), during the applicable offering period, is employed for at least 20 hours per week (subject to any limits set forth in the Internal Revenue Code) will be eligible to participate in the 2025 ESPP. Notwithstanding the foregoing, the Compensation Committee (i) may exclude from participation in the 2025 ESPP or any offering any employees who are “highly compensated employees” or a sub-set of such “highly compensated employees” (within the meaning of Section 414(q) of the Internal Revenue Code) and (ii) shall exclude any employees located outside of the United States to the extent permitted under Section 423 of the Internal Revenue Code. Non-employee directors and independent contractors are not eligible to participate in the 2025 ESPP. No employee shall be granted an option under the 2025 ESPP if (a) immediately after the grant of the option, such employee (or any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Internal Revenue Code) would own stock of our Company or hold outstanding options to purchase stock of our Company possessing 5% or more of the total combined voting power or value of all classes of stock of our Company or any subsidiary or (b) such option would permit such employee the right to purchase stock under all employee stock purchase plans (described in Section 423 of the Internal Revenue Code) of our Company and its subsidiaries to accrue at a rate that exceeds $25,000 of the fair market value of such stock (or such other limit as determined by applicable law, in each case determined at the time the option is granted) for each calendar year in which such option is outstanding at any time, in accordance with the provisions of Section 423(b)(8) of the Internal Revenue Code.

The 2025 ESPP will constitute the employee stock purchase plan of the Company and each Participating Subsidiary (as defined in the 2025 ESPP). A Participating Subsidiary may withdraw from the 2025 ESPP as of any offering date by giving timely written notice to the Board of Directors.

As of the record date, April 21, 2025, approximately 1,765 employees will be eligible to participate in the 2025 ESPP.

Administration. The Compensation Committee has the power to administer the 2025 ESPP. The Compensation Committee has full discretionary authority to construe and interpret the 2025 ESPP, prescribe, amend, and rescind rules relating to the 2025 ESPP’s administration, and take any other actions necessary or desirable for the administration of the 2025 ESPP. The Compensation Committee may correct any defect or supply any omission or reconcile any inconsistency or ambiguity in the 2025 ESPP. The determinations and decisions of the Compensation Committee, to the maximum extent permitted by Section 423 of the Internal Revenue Code and otherwise by applicable law, shall be final and binding on all persons. All expenses of administering the 2025 ESPP shall be borne by the Company. Notwithstanding anything in the 2025 ESPP, the Compensation Committee shall have the authority to change the minimum amount of compensation for payroll deductions, the frequency with which a participant may elect to change their rate of payroll deductions, the dates by which a participant is required to submit an Enrollment Form (as defined in the 2025 ESPP), and the effective date of a participant’s withdrawal due to termination of employment or change in status, and the withholding procedures.

To the extent permitted by applicable law, including under Section 157(c) of the Delaware General Corporation Law, the Compensation Committee may delegate to (i) one or more officers of the Company some or all of its authority under the 2025 ESPP and (ii) one or more committees of the Board of Directors some or all of its authority under the 2025 ESPP.

Offering Periods. The 2025 ESPP will be implemented by a series of offering periods, with a new offering period commencing at such times as determined by the Compensation Committee to the maximum extent permitted by Section 423 of the Internal Revenue Code and otherwise by applicable law. Each offering period will be of a duration as determined by the Compensation Committee. The Compensation Committee shall have, prior to the commencement of a particular offering period, the authority to change the duration, frequency, start and end dates of such offering period, and any subsequent offering periods (subject to a maximum offering period duration of 27 months).

Employee Contributions. Each eligible employee may participate in an offering under the 2025 ESPP by submitting an Enrollment Form (as defined in the 2025 ESPP). Participation in the 2025 ESPP is entirely voluntary. By submitting an Enrollment Form, the eligible employee authorizes payroll deductions from their paycheck in an amount equal to a percentage (of at least one percent) of their compensation on each payday occurring during an offering period (or such other maximum percentage as the Compensation

PROPOSAL 2 | APPROVAL OF THE SLM CORPORATION 2025 EMPLOYEE STOCK PURCHASE PLAN

Committee may establish from time to time before an offering period begins). Payroll deductions shall commence as soon as administratively practicable following the offering date and end on the latest practicable payroll date on or before the Purchase Date (as defined below). Unless otherwise provided for by the Compensation Committee, to the maximum extent permitted by Section 423 of the Internal Revenue Code and otherwise by applicable law, a participant may decrease (but not increase) their rate of payroll deductions applicable to such offering period only once. A participant may decrease or increase their rate of payroll deductions for future offering periods by submitting a new Enrollment Form authorizing the new rate of payroll deductions in a timely manner as may be determined by the Compensation Committee before the start of the next offering period.

Automatic Re-enrollment. Unless otherwise provided for by the Compensation Committee, to the maximum extent permitted by Section 423 of the Internal Revenue Code and otherwise by applicable law, the deduction rate selected in the Enrollment Form will remain in effect for subsequent offering periods unless the participant (i) submits a new Enrollment Form authorizing a new level of payroll deductions in accordance with the 2025 ESPP, (ii) withdraws from the 2025 ESPP in accordance with the 2025 ESPP, or (iii) terminates employment or otherwise becomes ineligible to participate in the 2025 ESPP.

Grant of Options. On the first trading day of each offering period, each participant in the applicable offering period shall be granted an option to purchase, on the last trading day of the offering period (the “Purchase Date”), a number of shares of Common Stock determined by dividing the participant’s accumulated payroll deductions by the applicable purchase price (as described below), provided that the maximum number of shares of Common Stock that may be purchased by the participants, individually or in the aggregate during any offering period, shall be determined by the Compensation Committee, to the maximum extent permitted by Section 423 of the Internal Revenue Code and otherwise by applicable law (subject to limitations described in the “Eligibility” section above and adjustments described in the “Adjustments and Change in Control” section below) (the “Offering Period Limit”).

Purchase Price. The purchase price is such amount that is determined by the Compensation Committee from time to time, to the maximum extent permitted by Section 423 of the Internal Revenue Code and otherwise by applicable law; provided that in no event will the purchase price be less than (i) the lesser of (a) 85 percent (or such greater percentage as designated by the Compensation Committee) of the fair market value of a share of Common Stock on the offering date or (b) 85 percent (or such greater percentage as determined by the Compensation Committee) of the fair market value of a share of Common Stock on the Purchase Date, or (ii) the par value of the shares of Common Stock.

Exercise of Options and Purchase of Shares. A participant’s option to purchase shares of Common Stock will be exercised automatically on the Purchase Date of each offering period. Unless otherwise determined by the Compensation Committee, the participant’s accumulated payroll deductions will be used to purchase the maximum number of shares of Common Stock that can be purchased with the amounts in the participant’s notional account, including, at the discretion of the Compensation Committee, fractional shares, subject to the Offering Period Limit and limitations described in the “Eligibility” and “Shares” sections above.

Withdrawal. A participant may withdraw from an offering by submitting to the Company a revised Enrollment Form indicating their election to withdraw in a timely manner as may be determined by the Compensation Committee before the Purchase Date. The accumulated payroll deductions held on behalf of a participant in their notional account (that have not been used to purchase shares) shall be paid to the participant promptly following receipt of the participant’s Enrollment Form indicating their election to withdraw and the participant’s option shall be automatically terminated. If a participant withdraws from an offering period, no payroll deductions will be made during any succeeding offering period, unless the participant re-enrolls in accordance with the terms of the 2025 ESPP.

A participant’s election to withdraw from an offering period will not have any effect upon the participant’s eligibility to participate in succeeding offering periods that commence following the completion of the offering period from which the participant withdraws.

Termination of Employment; Change in Employment Status. Notwithstanding the foregoing, upon termination of a participant’s employment for any reason prior to the Purchase Date, including death, disability, or retirement, or a change in the participant’s employment status following which the participant is no longer eligible to participate in the 2025 ESPP, which in either case occurs prior to the date as determined by the Compensation Committee that precedes the Purchase Date, the participant will be deemed to have withdrawn from an offering in accordance with the “Withdrawal” section above and the payroll deductions in the participant’s notional account (that have not been used to purchase shares) shall be returned to the participant, or in the case of the participant’s death, to the person(s) entitled to such amounts by will or the laws of descent and distribution, and the participant’s option shall be automatically terminated. If the participant no longer qualifies as an eligible employee, on or following the date as determined by the Compensation Committee that precedes the Purchase Date, the accumulated payroll deductions shall be used to purchase shares on the Purchase Date.

PROPOSAL 2 | APPROVAL OF THE SLM CORPORATION 2025 EMPLOYEE STOCK PURCHASE PLAN

Transferability. No payroll deductions credited to a participant, nor any rights with respect to the exercise of an option or any rights to receive shares of Common Stock hereunder, may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will or the laws of descent and distribution) by the participant. Any attempt to assign, transfer, pledge or otherwise dispose of such rights or amounts shall be without effect.

Adjustments and Change in Control. In the event any dividend or other distribution (whether in the form of cash, shares of Common Stock, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, amalgamation, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of Common Stock or other securities of our Company, or other change in our Company’s structure affecting the shares occurs, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2025 ESPP, the Compensation Committee will, in such manner as it deems equitable, adjust the number of shares and class of shares that may be delivered under the 2025 ESPP, the purchase price per share and the number of shares covered by each outstanding option under the 2025 ESPP, as well as the numerical limits under the 2025 ESPP. In the event of a merger, consolidation, acquisition of property or stock, separation, reorganization, or other corporate event described in Section 424 of the Internal Revenue Code (the “Corporate Transaction”), each outstanding option will be assumed, or an equivalent option substituted, by the successor corporation or a parent or subsidiary of such successor corporation. Unless otherwise determined by the Compensation Committee, in the event of a proposed dissolution or liquidation of our Company, or, in the event of a Corporate Transaction, if the successor corporation refuses to assume or substitute the option, any offering period then in progress will be shortened by setting a new Purchase Date and the offering period will end immediately prior to the date of the Corporate Transaction or the proposed dissolution or liquidation. The new Purchase Date will be before the date of the Corporate Transaction or our Company’s proposed dissolution or liquidation. Before the new Purchase Date, the Compensation Committee will provide each participant with written notice, which may be electronic, of the new Purchase Date, and that the participant’s option will be exercised automatically on such date, unless before such time, the participant has withdrawn from the offering in accordance with the 2025 ESPP. Notwithstanding the foregoing, in the event of a Corporate Transaction, the Compensation Committee may also elect to terminate all outstanding offering periods in accordance the 2025 ESPP.

Amendment and Termination. The Compensation Committee may, to the maximum extent permitted by Section 423 of the Internal Revenue Code and otherwise by applicable law, amend, suspend, or terminate the 2025 ESPP at any time and for any reason. If the 2025 ESPP is terminated, the Compensation Committee may elect to terminate all outstanding offering periods either immediately or once shares of Common Stock have been purchased on the next Purchase Date (which may, in the discretion of the Compensation Committee, be accelerated) or permit offering periods to expire in accordance with their terms (and subject to any adjustment in accordance with the 2025 ESPP). If any offering period is terminated before its scheduled expiration, all amounts that have not been used to purchase shares will be returned to participants (without interest, except as otherwise required by law) as soon as administratively practicable.

Term of Plan. The 2025 ESPP, if approved by our stockholders, will become effective on the Effective Date (as defined in the 2025 ESPP) and will continue for a term of 10 years following the Effective Date unless sooner terminated.

Governing Law. The 2025 ESPP will be governed by the laws of the State of Delaware.

Federal Income Taxation. The following is a general summary under current law of the United States federal income tax consequences associated with the 2025 ESPP. The summary does not purport to be complete and does not discuss the tax consequences for participation outside the United States, or the provisions of the income tax laws of any municipality, state, or foreign country in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

The 2025 ESPP will be intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. Under Section 423 of the Internal Revenue Code, participants will not realize taxable income for United States federal income tax purposes when they complete enrollment materials and procedures or when they complete their payment for and receive delivery of the shares which they are eligible to purchase as long as such purchase occurs while they are employed by the Company or any designated subsidiary or within three months after a termination of employment. If a participant does not dispose of shares acquired pursuant to the exercise of an option under the 2025 ESPP until more than (i) two years after the applicable grant date and (ii) one year after the applicable exercise date, any profit realized upon disposition will be treated as a long-term capital gain and no tax deduction will be allowed to the Company.

PROPOSAL 2 | APPROVAL OF THE SLM CORPORATION 2025 EMPLOYEE STOCK PURCHASE PLAN

If a participant disposes of the shares prior to satisfaction of the holding periods described in the preceding paragraph, the excess of the fair market value of the shares on the date of exercise or, if less, the fair market value on the date of disposition, less the exercise price will be taxable as ordinary income to the participant at the time of disposition, and a corresponding tax deduction will be allowable to the Company.

The participant’s tax basis for shares acquired pursuant to the exercise of an option under the 2025 ESPP will equal the sum of the income recognized and the applicable purchase price. Gain or loss upon a subsequent sale of any shares received upon the exercise of options will generally be taxed as long-term or short-term capital gain or loss, depending upon the holding period of the shares sold. To the extent required by applicable law, a participant must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with the 2025 ESPP.

New Plan Benefits. Because benefits under the 2025 ESPP depend on employees’ elections to participate in the 2025 ESPP and the fair market value of the shares of Common Stock at various future dates, it is not possible to determine future benefits that will be received by employees under the 2025 ESPP.

Registration with the SEC. If our stockholders approve the 2025 ESPP, we will file a post-effective amendment to the Registration Statement on Form S-8 with the SEC to make available the 13,250,000 shares under the 2014 ESPP that have been registered with the SEC to cover them for issuance under the 2025 ESPP.

Required Vote. This proposal to approve the 2025 ESPP requires the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including broker non-votes, have no direct effect on the outcome of this matter.

Board of Directors Recommendation

The Board of Directors Recommends a Vote “FOR” the Approval of the 2025 ESPP, Including the Number of Shares of Common Stock Authorized for Issuance under the 2025 ESPP, as set forth in Appendix A attached hereto.

Proposal 3

Advisory Vote on Executive Compensation

Pursuant to Schedule 14A of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and related SEC rules, Sallie Mae is asking stockholders to approve an advisory resolution (commonly referred to as a “say-on-pay” resolution) on its executive compensation as reported in this proxy statement. Sallie Mae urges stockholders to read the “Compensation Discussion and Analysis” section (“CD&A”) of this proxy statement, which describes how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation of Sallie Mae’s named executive officers (“NEOs”).

At our annual meeting of stockholders held in June 2024, we submitted a non-binding vote to our stockholders to approve our executive compensation. Approximately 96.6 percent of the stockholders present or represented, and entitled to vote thereon, voted in favor of the say-on-pay proposal. We attribute that broad support in part to our continued efforts to understand and address the feedback we received from our stockholders. Specifically, in 2024 we continued to focus on performance-based compensation for our NEOs as we (i) tied a significant portion of total NEO compensation to the achievement of performance goals we believe drive the fundamentals of our business and (ii) awarded a significant percentage, 60 percent for the CEO and 50 percent for all other NEOs, of the NEO’s long-term incentive plan (“LTIP”) equity awards in the form of performance-based awards consisting of performance stock units (“PSUs”).

The compensation awarded to our CEO, Jonathan W. Witter, and other NEOs for 2024 reflects the execution on our strategic priorities and related strong results in 2024. Those strategic priorities included meaningfully growing loan originations with full-year credit performance in line with management’s expectations and a continued commitment to shareholder return. The Compensation Committee is mindful of its responsibility to align executive compensation with the overall performance of the Company, while taking into consideration the need to provide market competitive compensation in order to recruit and retain highly skilled and experienced executives. The CD&A provides a comprehensive discussion and rationale for the 2024 pay decisions made by the Compensation Committee and the correlation to Company performance.

We believe our compensation features demonstrate our responsiveness to our stockholders, our commitment to our pay-for-performance philosophy, and our goal of aligning management’s interests with those of our stockholders to support the creation of long-term value.

The Board of Directors has adopted a policy providing for annual “say-on-pay” advisory votes. In accordance with this policy and Section 14A of the Exchange Act, and as a matter of good corporate governance, Sallie Mae is asking stockholders to approve the following advisory resolution at the Annual Meeting:

“Resolved, that Sallie Mae’s stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in this proxy statement.”

This proposal to approve the resolution regarding the compensation of Sallie Mae’s NEOs requires the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter, including broker non-votes, have no direct effect on the outcome of this matter. This proposal is advisory in nature and, therefore, is not binding upon the Compensation Committee or the Board of Directors. However, the Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation decisions. Following our Annual Meeting, we expect to hold the next advisory say-on-pay vote at our 2026 annual meeting of our stockholders.

Board of Directors Recommendation

The Board of Directors recommends a vote “FOR” the Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers, as Disclosed in the Compensation Discussion and Analysis and the Related Compensation Tables and Narrative Disclosure in this Proxy Statement.

Proposal 4

Ratification of the Appointment of the Independent Registered Public Accounting Firm

Sallie Mae’s independent registered public accounting firm, KPMG LLP (“KPMG”), is selected by the Audit Committee of Sallie Mae’s Board of Directors (the “Audit Committee”). KPMG served as Sallie Mae’s independent registered public accounting firm for the fiscal year ended December 31, 2024, and the Audit Committee has engaged KPMG as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Representatives of KPMG are expected to be present at the Annual Meeting, and they will have the opportunity to respond to appropriate questions from stockholders and to make a statement if they desire to do so.

This proposal is put before the stockholders because the Board of Directors believes it is a good corporate governance practice to provide stockholders a vote on ratification of the selection of the independent registered public accounting firm.

For ratification, this proposal will require the affirmative vote of the holders of a majority in voting power of the Common Stock present or represented, and entitled to vote thereon. Abstentions have the same effect as votes “AGAINST” the matter. Shares not voted on the matter have no direct effect on the outcome of this matter. If the appointment of KPMG is not ratified, the Audit Committee will evaluate the basis for the stockholders’ vote when determining whether to continue the firm’s engagement. Even if the selection of Sallie Mae’s independent registered public accounting firm is ratified, the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during 2025 if, in its discretion, it determines such a change would be in the Company’s best interests.

Board of Directors Recommendation

The Board of Directors recommends a vote “FOR” Ratification of the Appointment of KPMG as Sallie Mae’s Independent Registered Public Accounting Firm for 2025.

Corporate Governance

Roles and Responsibilities of the Board of Directors

The Board of Directors believes strong corporate governance is critical to achieving Sallie Mae’s performance goals and to maintaining the trust and confidence of investors, employees, regulatory agencies, and other stakeholders.

The primary responsibilities of the Board of Directors are to:

Board Governance Guidelines

The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed each year by the Nominations and Governance Committee, which from time to time will recommend changes to the Board of Directors. The Guidelines are published at www.salliemae.com/investors/corporate-governance/ and a written copy may be obtained by contacting the Corporate Secretary at corporatesecretary@salliemae.com or SLM Corporation, 300 Continental Drive, Newark, DE 19713. The Guidelines, along with Sallie Mae’s Bylaws and committee charters, embody the following governance practices, among others:

CORPORATE GOVERNANCE

Board Leadership Structure

Ms. Franke, an independent director of the Company and Sallie Mae Bank, our wholly-owned subsidiary (the “Bank”), serves as the chair of the Board of Directors of the Company as well as the Board of Directors of the Bank. Our independent Board Chair serves as the principal representative of the Board of Directors, presiding over meetings of the Board of Directors. Mr. Witter, our CEO, serves as a member of the Board of Directors. The Board of Directors believes, at this time, an independent director is best situated to serve as Board Chair as an effective counterbalance to management and our CEO. By separating the CEO role from the Board Chair role, the Company is put in the best position to oversee all executives of the Company, monitor and respond to key risks and strategic initiatives at the Company, and act in the best interest of stockholders. The Board of Directors believes the Company is currently best served by separating the roles of Board Chair and CEO, while, subject to Sallie Mae’s Bylaws, the Board of Directors reserves the right to revisit this structure and combine the two roles, depending on the future needs and strategy of the Company at any given point in time.

Director Independence

For a director to be considered independent, the Board of Directors must determine the director does not have any direct or indirect material relationship with Sallie Mae. The Board of Directors has adopted the Guidelines, which embody the corporate governance principles and practices of the Company. The Guidelines include the standards for determining director independence, which conform to the independence requirements of the NASDAQ Global Select Market (“NASDAQ”) listing standards.

The Board of Directors has determined that each of the individuals who served as a director during 2024 and all nominees standing for election at the Annual Meeting, other than Mr. Witter, our CEO, are independent of Sallie Mae.

Each member of the Board of Directors’ Audit, Nominations and Governance, and Compensation Committees is independent within the meaning of the NASDAQ listing standards for each such committee, Exchange Act Rule 10A-3, and Sallie Mae’s own director independence standards set forth in the Guidelines. The Guidelines are published at www.salliemae.com/investors/corporate-governance/.

		Board Composition   Our Board of Directors believes breadth of experience and perspective is important and seeks representation across a range of professional experience and regularly assesses a variety of attributes and qualities when identifying and evaluating director candidates. As of December 31, 2024, the tenure of our Board of Directors consisted of the following:
		*  As of December 31, 2024, 55% of our Board of Directors has a tenure of fewer than six years of service

CORPORATE GOVERNANCE

Board Skills and Experience

The Board of Directors consists of individuals with broad and various backgrounds, skills, and experience in positions with a high degree of responsibility. The matrix provided below highlights certain specific skills and qualifications possessed by each director. A particular director may possess additional skills, knowledge, or experience even though they are not indicated below. The absence of a designation does not mean a director does not possess that particular skill or qualification. Additional information about each director nominee’s qualifications, experience, and skills, along with professional contributions, can be found starting on page 4.

Skills and Experience of the Directors

FINANCE/ACCOUNTING   Experience as an accountant, auditor, or senior financial or accounting officer or other relevant experience in financial planning and analysis, accounting, financial reporting, and treasury functions, including capital markets.

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BUSINESS STRATEGY/OPERATIONS   Experience defining and driving strategic direction and growth or managing the operations of a business or large organization.

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INDUSTRY EXPERIENCE   Experience in the Company’s businesses, including consumer lending, banking, or education services.

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RISK MANAGEMENT   Experience with the identification, assessment, and oversight of risk management programs and practices.

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REGULATORY/POLITICAL & GOVERNMENT AFFAIRS/LEGAL   Experience navigating regulatory matters, government relations, or legal risks as an attorney.

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TECHNOLOGY   Experience in technology, information security, or cybersecurity, including the use of technology to facilitate business operations.

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MARKETING   Experience with or oversight of marketing strategy or brand management.

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CORPORATE GOVERNANCE   Extensive experience in corporate governance matters, including through service as a committee chair, board chair, or lead director of a board of directors.

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CORPORATE GOVERNANCE

Board, Committee, and Annual Meeting Attendance

Our Board of Directors met 14 times in 2024. Each of the incumbent directors attended at least 75 percent of the total number of meetings of the Board of Directors and committees on which they served other than Dr. Akella. She missed one set of meetings she planned to attend due to an unexpected family emergency involving the death of an immediate family member. As a result of this family emergency, Dr. Akella only attended 70% of the aggregate of the meetings of the Board of Directors and the committees on which she served in 2024. She would have met the 75% attendance threshold absent this unforeseen family emergency. Directors are expected to attend the Annual Meeting, and 12 out of 12 of the then-serving members of the Board of Directors attended the Annual Meeting in June 2024.

Roles of the Board and Its Committees

The Board of Directors has established the following standing committees to assist in its oversight responsibilities: Audit; Compensation; Nominations and Governance; Financial Risk; Operational and Compliance Risk; and Preferred Stock. Each committee is governed by a Board-approved written charter, which is evaluated annually and sets forth the respective committee’s functions, responsibilities, and delegated authority. Membership of each of the committees is established on an annual basis. Additional information regarding the functions performed by each committee can be found in the “Risk Oversight” section on page 24.

Committee charters are available at www.salliemae.com/investors/corporate-governance/charters. Stockholders may obtain a written copy of any and all committee charters by contacting the Corporate Secretary at corporatesecretary@salliemae.com or SLM Corporation, 300 Continental Drive, Newark, Delaware 19713.

The table below sets forth the membership and number of meetings held for each committee of the Board of Directors as of December 31, 2024. In addition, Mr. Greig serves on the Financial Risk Committee since joining the Board of Directors on January 12, 2025.

CORPORATE GOVERNANCE

Risk Oversight

The Board of Directors and its committees oversee Sallie Mae’s overall strategic direction, including setting risk management philosophy, tolerance and parameters, and establishing procedures for assessing the risks of each business line as well as the risk management practices the management team develops and utilizes. Management escalates to the Board of Directors and/or its committees any significant departures from established tolerances and parameters and reviews new and emerging risks. Throughout the year, the Board of Directors and/or its committees dedicate a portion of their meetings to reviewing and discussing specific risk topics in greater detail with senior management, including risks related to cybersecurity. We believe this risk oversight structure complements our current Board leadership structure of separate Chair and CEO roles and each of the committees of the Board of Directors being comprised solely of independent directors. The primary risk oversight responsibilities of each of the standing committees of the Board of Directors are as follows:

All members of the Board of Directors also serve as members of the board of directors of the Bank and its committees. Our Audit, Compensation, Nominations and Governance, Financial Risk, and Operational and Compliance Risk committees perform similar oversight roles for the Bank.

CORPORATE GOVERNANCE

Nominations Process

The Nominations and Governance Committee considers for nomination to the Board of Directors candidates recommended by stockholders and members of the Board of Directors. The candidates are evaluated based on the needs of the Board of Directors and Sallie Mae at that time. The Board of Directors seeks representation across a range of professional experiences and representation and regularly assesses a variety of attributes and qualities when identifying and evaluating director candidates. The minimum qualifications and attributes the Nominations and Governance Committee believes a director nominee must possess include:

To recommend a candidate, stockholders should send, in writing, the candidate’s name, credentials, contact information, and their consent to be considered as a candidate to the Chair of the Nominations and Governance Committee at corporatesecretary@salliemae.com or c/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 19713. The stockholder should also include their contact information and a statement of their share ownership. The nomination deadline for the 2025 Annual Meeting has now closed. A stockholder wishing to nominate a candidate for the 2026 Annual Meeting must comply with the notice and other requirements in the Bylaws as described under “Stockholder Proposals for the 2026 Annual Meeting” in this proxy statement.

Related Party Transactions

Sallie Mae has a written policy regarding review and approval of related party transactions. Transactions covered by the policy are transactions in excess of $120,000 in any year involving Sallie Mae in which any director, nominee, executive officer, or greater-than-five percent beneficial owner of the Company, or any of their respective immediate family members, has or had a direct or indirect material interest, other than solely as a director and/or less-than-ten percent owner of an entity involved in the transaction (“Related Party Transactions”). Loans made in the ordinary course of Sallie Mae’s business to executive officers, directors, and their family members are considered Related Party Transactions and are pre-approved. Moreover, the Bank has also adopted written policies to implement the requirements of Regulation O of the Board of Governors of the Federal Reserve System, which restricts the extension of credit to directors and executive officers and their family members and other related interests. Under these policies, extensions of credit that exceed regulatory thresholds must be, and are, approved by the board of directors of the Bank.

Under the Related Party Transactions policy, the Chief Legal, Government Affairs, and Communications Officer will notify the Chair of the Nominations and Governance Committee of any proposed Related Party Transaction, and the Chair of the Nominations and Governance Committee will determine if approval under the policy is required. If required, the Nominations and Governance Committee will review the proposed Related Party Transaction and make a recommendation to the Board of Directors regarding whether to approve the transaction. In considering a transaction, the Nominations and Governance Committee and the Board of Directors consider whether a transaction would be on terms no less favorable than to an unaffiliated third party under the same or similar circumstances, among other factors.

Political Expenditures

Our current policy on political activities is publicly available on our website at www.salliemae.com/investors/corporate-governance/ and sets forth the principles regarding our stance on political activities. We comply with federal, state, and local lobbying registration and disclosure requirements. We work closely with the Nominations and Governance Committee to review and assess our existing policies, procedures, and decision-making approaches to government relations and political activities.

At this time, we have one long-term, experienced employee engaged in lobbying activities exclusively related to matters that directly or indirectly affect the Private Education Loan (as hereinafter defined) industry and our mission. The compensation of the employee,

CORPORATE GOVERNANCE

and other executives, for time attributed to lobbying activity is reported as lobbying expenditure. That employee manages external, bipartisan lobbying/consulting firms that assist with the same objectives, and we report the lobbying-related expenditures made to external firms in our lobbying disclosures. Our involvement with industry associations is limited to those associations comprised of financial institutions with similar interests.

Quarterly disclosures detailing our lobbying activities and expenditures, as required by the Lobbying Disclosure Act of 1995, are posted online by the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate. Disclosures relating to contributions by our Political Action Committee are posted online by the Federal Election Commission (“FEC”). We will continue to comply with all applicable laws and regulations on disclosure of those activities.

The Sallie Mae Political Action Committee (“PAC”)

In June 2015, we formed the Sallie Mae PAC. Our PAC is governed by an Advisory Board comprised of six employees, who represent different divisions within the Sallie Mae organization. The PAC’s Advisory Board reviews and approves all PAC contributions. The PAC’s Advisory Board evaluates candidates, of any party, on factors that include the candidate’s views on policy matters impacting Sallie Mae and our employees, the candidate’s committee or leadership role, and representation of Sallie Mae facilities and employees.

Our PAC contributions are published on the FEC website.

Stockholder Communications with the Board

Stockholders and other interested parties may submit communications to the Board of Directors, the non-management directors as a group, the Board Chair, or any other individual member of the Board of Directors by contacting the Corporate Secretary in writing at corporatesecretary@salliemae.com or c/o Corporate Secretary, SLM Corporation, 300 Continental Drive, Newark, Delaware 19713. Each communication will be reviewed by our Corporate Secretary to determine whether it is appropriate for presentation to our Board of Directors or applicable director(s). The purpose of this screening is to allow our directors to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries).

Code of Business Conduct

We have a Code of Business Conduct that applies to the Board of Directors and all employees. The Code of Business Conduct is available on our website (www.salliemae.com/investors/corporate-governance/) and a written copy is available from the Corporate Secretary. We intend to post amendments to, or waivers of, the Code of Business Conduct, if any (to the extent applicable to the Company’s chief executive officer, principal financial officer, principal accounting officer, or any director), at this location on our website.

Report of the Audit Committee of the Board of Directors

The Audit Committee hereby reports as follows:

Audit Committee

R. Scott Blackley, Chair

Janaki Akella

Ted Manvitz

Jim Matheson

Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm Fees for 2024 and 2023

Pursuant to the Sarbanes-Oxley Act of 2002, the fees and services detailed in the table below were authorized and approved by the Audit Committee in compliance with the pre-approval requirements described herein. Aggregate fees billed for services performed for Sallie Mae by its independent accountant, KPMG, for fiscal years ended December 31, 2024 and 2023, are set forth below.

Audit Fees. Audit fees include fees for professional services rendered for the audits of the consolidated financial statements of Sallie Mae and statutory and subsidiary audits, for assistance with review of documents filed with the SEC, and services related to the issuance of consents and comfort letters.

Audit-Related Fees. Audit-related fees include fees for assurance services related to servicing compliance reports, trust servicing and administration compliance reports, and attest services that are not required by statute or regulation.

Tax Fees. Tax fees include fees for federal and state tax compliance, and tax consultation services.

All Other Fees. All other fees for the fiscal year ended December 31, 2024 were $0. All other fees for the fiscal year ended December 31, 2023 were $0.

Pre-Approval Requirements

The Audit Committee’s charter, available on the Company’s website at www.salliemae.com under “For Investors”, addresses the approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company. The Audit Committee’s charter requires all services to be provided by our independent registered public accounting firm be pre-approved by the Audit Committee or its Chair. At the beginning of each year, the Audit Committee approves the proposed services, including the nature, type, and scope of service contemplated and the related fees, to be rendered by the firm during the year. In addition, engagements may arise during the course of the year outside the scope of the initial services and fees approved by the Audit Committee. Any such additional engagements are approved by the Audit Committee or by the Audit Committee Chair pursuant to authority delegated by the Audit Committee. For each category of proposed service, the independent registered public accounting firm is required to confirm that the provision of such services does not impair its independence. Each approval of the Audit Committee or the Chair of the Audit Committee must describe the services provided and set a dollar limit for the services. The Audit Committee, or its Chair, pre-approved all audit and non-audit services provided by KPMG during 2024 and 2023. Reporting is provided to the Audit Committee regarding services the Chair of the Audit Committee pre-approved between committee meetings. The Audit Committee receives regular reports from management regarding the actual provision of all services by KPMG. No services provided by our independent registered public accounting firm were approved by the Audit Committee pursuant to the “de minimis” exception to the pre-approval requirement set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Ownership of Common Stock by 5 percent or more holders

The following table provides information about each stockholder known to Sallie Mae to beneficially own five percent or more of the outstanding shares of our Common Stock, based on the information filed by each such stockholder in 2025 for the year ended December 31, 2024 on Schedule 13G/A or 13F-HR, as applicable, under the Exchange Act.

Ownership of Common Stock by Directors and Executive Officers

The following table sets forth information concerning the beneficial ownership of Sallie Mae’s Common Stock by: (i) our current directors and nominees; (ii) the NEOs listed in the Summary Compensation Table; and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table includes shares as to which the individual has or shares voting and/or investment power as well as shares that may be acquired within 60 days (such as by exercising vested stock options). Information is provided as of the record date, April 21, 2025, unless noted otherwise. As of the record date, April 21, 2025, the Company had 209,856,503 outstanding shares of Common Stock. The beneficial owners listed have sole voting and investment power with respect to shares beneficially owned, except as to the interests of spouses or as otherwise indicated.

Executive Officers

Our executive officers are appointed annually by the Board of Directors. The following sets forth biographical information concerning Sallie Mae’s executive officers who are not directors. Biographical information for Mr. Witter is included in Proposal 1—Election of Directors.

EXECUTIVE OFFICERS

Executive Compensation

Compensation Discussion and Analysis