Independent
Tenure on this board
3.4 yrs
Also a director at
Southern Co (SO)Akamai Technologies Inc (AKAM)
13 nominees · 3 ballot items.
Stockholders will vote to elect 13 directors nominated by the Board, to approve on an advisory basis the Company’s executive compensation (say-on-pay), and to ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Elect 13 directors nominated by the Board, each for a one-year term to serve until their successors are elected and qualified.
A non-binding, advisory vote to approve the compensation of Sallie Mae’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables and narrative.
This advisory proposal asks stockholders to approve the Company’s executive compensation program (a ‘‘say-on-pay’’ vote), as described in the Compensation Discussion and Analysis and related tables. Management seeks this non-binding endorsement to validate the Compensation Committee’s design choices—linking pay to both short-term metrics under the Annual Incentive Plan (AIP) and to long-term performance via performance stock units (PSUs) tied to relative total shareholder return (TSR). The 2025 AIP funding metrics (Adjusted Income Per Share, Loan Originations, Adjusted Non-interest Expenses, and Net Charge-Offs) reflect a mix of profitability, growth, expense discipline, and credit quality and were funded at 96.2% for 2025 after certain calculation modifications approved by the Committee. Long-term incentives emphasize relative TSR versus a defined peer group, with PSUs cliff-vesting after three years and a one-year post-vesting holding period to promote sustained alignment. The Board highlights prior strong stockholder support (approximately 99.1% in 2025) and says the program incorporates stockholder feedback, compensation governance practices (clawbacks, share ownership guidelines, independent consultant), and risk oversight by the Chief Risk Officer and committees. Because the vote is advisory and not binding, the Compensation Committee retains discretion to adjust pay and will consider the vote when making future compensation decisions; management frames the proposal as a governance tool to signal stockholder acceptance of pay-for-performance alignment. Key tensions for an investor to evaluate include the degree of pay leverage (CEO mix: 60% PSUs), the Committee’s use of non-GAAP calculation modifications for AIP funding, and how the relative TSR peer group and PSU payout ranges translate to incentives under differing market conditions. Overall, the proposal presents a conventional say-on-pay ask designed to secure stockholder endorsement of a compensation framework that balances short-term operational metrics with long-term TSR-linked pay and governance safeguards.
Ratify the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 7.53% | 14,194,281 | $304M |
| 2 | Brave Warrior Advisors, LLC | 7.20% | 13,584,368 | $291M |
| 3 | BlackRock, Inc. | 5.83% | 10,987,337 | $235M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.74% | 10,827,129 | $232M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 8,563,823 | $183M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.36% | 8,219,403 | $176M |
| 7 | Impactive Capital LPActivist | 4.15% | 7,822,564 | $167M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.64% | 6,871,755 | $147M |
| 9 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 3.44% | 6,486,188 | $139M |
| 10 | STATE STREET CORP | 3.42% | 6,452,230 | $138M |
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