SLM CORP (SLM)
Sector: Financials
2026 Annual Meeting Analysis
SLM CORP · Meeting: June 16, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Independent director with strong technology and strategy experience; no overboarding, attendance, or TSR trigger concerns — SLM's 3-year return of 70.7% is only 6.8 percentage points below the XLF benchmark, well within the 65-point threshold required to trigger a vote against at this return level.
Serves as Audit Committee Chair with deep financial services and accounting credentials (former CFO of Capital One, former KPMG partner, former SEC Fellow); no overboarding, attendance, or TSR trigger concerns.
Independent Board Chair with relevant banking and marketing background; no overboarding, attendance, or TSR trigger concerns.
Financial Risk Committee Chair with deep risk management experience from Synchrony Financial and GE Capital; no overboarding, attendance, or TSR trigger concerns.
Brings valuable higher education strategy experience highly relevant to Sallie Mae's core mission; no overboarding, attendance, or TSR trigger concerns.
Compensation Committee Chair with extensive fintech, e-commerce, and business operations experience; no overboarding, attendance, or TSR trigger concerns.
Decades of McKinsey consulting experience advising financial services clients on strategy and regulatory risk; no overboarding, attendance, or TSR trigger concerns.
Brings capital markets, M&A, and strategic planning expertise; no overboarding, attendance, or TSR trigger concerns.
Nominations and Governance Committee Chair with extensive public policy and financial services background; no overboarding, attendance, or TSR trigger concerns.
Current CFO of Costco with strong finance and retail banking background; no overboarding, attendance, or TSR trigger concerns.
Operational and Compliance Risk Committee Chair with deep technology governance experience from Goldman Sachs; no overboarding, attendance, or TSR trigger concerns.
CEO and executive director with extensive banking and customer experience leadership; SLM's 3-year TSR of 70.7% is only 6.8 percentage points below the XLF benchmark, far short of the 65-point threshold needed to trigger an against vote at this positive return level.
Preferred Stock Committee Chair with deep technology and cybersecurity expertise in financial services; no overboarding, attendance, or TSR trigger concerns.
All 13 director nominees receive a FOR vote. SLM's 3-year total shareholder return of approximately 70.7% exceeds zero and falls only 6.8 percentage points below the XLF benchmark — well within the 65-point underperformance threshold required to trigger votes against directors at this positive return level. The board is 92% independent, all committees are fully independent, multiple audit committee members hold recognized financial expertise, and attendance was at least 75% for all directors in 2025.
Say on Pay
✓ FORCEO
JONATHAN W. WITTER
Total Comp
$11,261,733
Prior Support
99.1%%
CEO Jonathan Witter received total compensation of $11,261,733 in 2025, which is within a reasonable range for a CEO of a $4.4 billion financial services company with strong operating results including 24% net income growth and 6% originations growth. The pay structure is well-designed — roughly 77% of the CEO's total pay is variable or performance-based (AIP cash bonus plus RSUs and performance stock awards), easily clearing the 50-60% threshold required by policy, with the CEO specifically receiving 60% of his long-term equity in performance stock awards tied to relative total shareholder return over three years. Prior shareholder support was an exceptionally high 99.1% at the 2025 annual meeting, and the company maintains meaningful clawback policies covering both misconduct and financial restatements.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,599,459
Non-Audit Fees
$877,289
Non-audit fees (audit-related fees of $848,200 plus tax fees of $29,089, totaling $877,289) represent approximately 33.7% of core audit fees of $2,599,459, well below the 50% threshold that would raise independence concerns. KPMG's tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements are noted, and KPMG is a Big 4 firm appropriate for a $4.4 billion market cap company.
Overall Assessment
SLM Corporation's 2026 annual meeting presents a straightforward ballot with three management proposals and no stockholder proposals. All 13 director nominees, the Say on Pay proposal, and KPMG's ratification receive FOR votes — the board is highly independent with strong governance practices, executive pay is meaningfully tied to performance with 99.1% prior shareholder support, and KPMG's fee structure shows no independence concerns.