UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x☒                             Filed by a Partyparty other than the Registrant  ¨☐

Check the appropriate box:

SLM Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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300 Continental Drive

Newark, Delaware 19713

May [—], 20155, 2017

Dear Fellow Stockholders:

Please join us Thursday, June 25, 2015, at 11:00 a.m., Eastern Daylight Time, for the SLM Corporation (“Sallie Mae”) 20152017 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held on Thursday, June 22, 2017, at 11:00 a.m. Eastern Daylight Time in our corporate headquarters located at 300 Continental Drive, Newark, Delaware 19713.

In 2014,2016, we formedcontinued to execute on our mission as we helped 348,000 families make college happen, increased originations of our high-quality student loans, and improved our operating efficiency ratio as we saw a publicly-traded company named Navient Corporation (“Navient”)healthy return on customer experience investments. During the past three years, we have made a meaningful shift toward becoming a consumer bank. I am gratified by the ongoing results of that effort: disciplined compliance management has cultivated strong working relationships with our regulators, and high credit quality in originations has translated into customer success in repayment. I applaud our 1,347 employees and their commitment to holdproviding our education loan management, servicingcustomers with the best possible experience from application through repayment. Through their exemplary efforts, we have put past regulatory orders behind us and asset recovery businesses and distributed allmade our customers the center of the common stock of Navient to our Stockholders. As a result, we are now a stand-alone consumer banking business operating under theefforts. These positive indicators illustrate how Sallie Mae brand. We are grateful for the efforts of our executive management team and our employees for navigating us through this process and for helping to advance the transformation of Sallie Maeis positioned for continued long-term sustainable growth and value creation.in 2017.

Details of the business to be conducted at the Annual Meeting are provided in the attached Notice of Annual Meeting and proxy statement. You are being asked to vote on a number of important matters. Your vote is important, regardless of the number of shares you own, and all holders of our common stockCommon Stock are cordially invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Availability of Proxy Materials or the proxy card you received in the mail.

For over 40 years, we have made a difference in students’ and families’ lives, helping more than 31 million Americans pay for college.

Thank you for your continued support of Sallie Mae.

300 Continental Drive

Newark, Delaware 19713

May [—], 20155, 2017

NOTICE OF 20152017 ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:

SLM Corporation (“Sallie Mae” or the “Company”) will hold its 20152017 Annual Meeting of Stockholders (the “Annual Meeting”) as follows:

Your participation in the Annual Meeting is important. Sallie Mae urges you to take the time to read carefully the proposals described in the proxy statement and vote your proxy at your earliest convenience. You may vote by telephone, Internet or, if you request that proxy materials be mailed to you, by completing and signing the proxy card enclosed with those materials and returning it in the envelope provided. If you wish to attend the meeting in person, you must bring evidence of your ownership as of April 27, 2015,25, 2017, or a valid proxy showing that you are representing a stockholder.

Thank you for your interest in Sallie Mae.

Important Notice Regarding the Availability of Proxy Materials For the Annual Meeting of Stockholders to be Held on June 25, 2015. The proxy statement and Sallie Mae’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”) are available athttp://www.salliemae.com/Investors/AnnualReports andhttp://materials.proxyvote.com. You may also obtain these materials at the Securities and Exchange Commission website atwww.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 2014 Form 10-K without charge to any stockholder upon written request.

TABLE OF CONTENTS

300 Continental Drive

Newark, Delaware 19713

PROXY STATEMENT

GENERAL INFORMATION

The Board of Directors of SLM Corporation (“Sallie Mae,” the “Company,” “we,” “our” or “us”) is furnishing this proxy statement to solicit proxies for use at Sallie Mae’s 20152017 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 [—], 2015.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Who may vote?Only stockholders who owned shares of Sallie Mae’s common stock, par value $.20 per share (“Common Stock”), at the close of business on April 27, 2015, the record date for5, 2017. For more information regarding the Annual Meeting areprocess, please review the section entitled to notice of,“Questions and to vote at, the Annual Meeting. Sallie Mae’s Common Stock is listed on the NASDAQ Global Select Market (“NASDAQ”) under the symbol “SLM.” On April 27, 2015, [—] shares of Common Stock were outstanding and eligible to be voted.

Why did I receive a “Notice Regarding the Availability of Proxy Materials”? Sallie Mae is furnishing proxy materials to its stockholders primarily via the internet, instead of mailing printed copies of those materials to each stockholder. By doing so, Sallie Mae saves costs and reduces the environmental impact of the Annual Meeting. On May [—], 2015, Sallie Mae mailed a Notice of Availability of Proxy Materials (“Notice of Availability”) to the Company’s stockholders. The Notice of Availability contains instructions on how to access Sallie Mae’s proxy materials and vote online or vote by telephone. The Notice of Availability also contains a 16-digit control number that you will need to vote your shares. If you previously chose to receive Sallie Mae’s proxy materials electronically, you will continue to receive access to these materials via an e-mail that will provide electronic links to these documents unless you elect otherwise.

How do I request paper copies of the proxy materials? You may request paper copies of the proxy materials forAnswers About the Annual Meeting by followingand Voting” contained at the instructions listed inend of this proxy statement.

The proxy statement and Sallie Mae’s Annual Report on Form 10-K for the Notice of Availability,year ended December 31, 2016 (the “2016 Form 10-K”) are available atwww.proxyvote.comhttp://www.salliemae.com/Investors/AnnualReports, by telephoning 1-800-579-1639, andhttp://materials.proxyvote.com. You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website atwww.sec.gov or by sending an e-mail tosendmaterial@proxyvote.com.

What iscontacting the difference between holding shares as a beneficial owner in street name and as a stockholder of record?If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares. Without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on routine matters. Routine mattersDO NOT include Proposals 1, 2, and 4, but do include Proposal 3 (relating to the ratificationOffice of the independent registered public accounting firm). For non-routine matters, your shares will not be voted without your specific voting instructions. Accordingly,Corporate Secretary at the Company’s principal executive offices, located at 300 Continental Drive, Newark, Delaware 19713. Sallie Mae encourages you to vote your shares.

If your shares are registered directly in your name with Sallie Mae’s transfer agent, Computershare, you are considered to bewill provide a stockholder of record with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to Sallie Mae or to a third party, or to vote in person at the Annual Meeting.

How do I vote? Sallie Mae encourages stockholders to vote in advancecopy of the Annual Meeting, even if you plan2016 Form 10-K without charge to attend the Annual Meeting. You may vote in oneany stockholder upon written request.

OVERVIEW OF PROPOSALS

This proxy statement contains five proposals requiring stockholder action, each of the following ways:

What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares? You may instruct your broker, bank, trustee or other nominee about how to vote your shares using the methods described above. If you do not provide voting instructions to the firm that holds your shares prior to the Annual Meeting, the firm has discretion to vote your shares with respect to Proposal 3 on the proxy card (relating to the ratification of the independent registered public accounting firm), which is considered a routine matter. However, the firm will not have discretion to vote your shares with respect to Proposalsdiscussed in more detail below. Proposal 1 2, and 4 on the proxy card, as these are each considered to be a non-routine matter. You are encouraged to participate inseeks the election of 12 directors and vote on all of the proposalsnominated by returning your voting instructions to your broker, bank, trustee or other nominee.

How do I vote shares of Common Stock held in my 401(k) Plan? If you participate in Sallie Mae’s 401(k) Plan, you may vote the number of shares equivalent to your interest, if any, as credited to your account on the record date. You will need to instruct the 401(k) Plan Trustee by telephone, internet or mail on how to vote your shares. Voting instructions must be received no later than the close of business on June 22, 2015. If you own shares through Sallie Mae’s 401(k) Plan and do not provide voting instructions with respect to your plan shares, the Trustee will vote your plan shares in the same proportion as other plan shares have been voted.

How do proxies work?The Board of Directors is requesting your proxy. Giving your proxy means you authorize the persons named as proxies therein to vote your shares at the Annual Meeting in the manner you specify in your proxy (or to exercise their discretion as described herein). If you hold your shares as a record holder and sign and return a proxy card but do not specify how to vote on a proposal, the persons named as proxies will vote your shares in accordance with the Board of Directors’ recommendations. The Board of Directors has recommended that stockholders vote:

In5 seeks approval, on an advisory basis, of the absencefrequency of voting instructions to the contrary, sharesfuture advisory votes on executive compensation. Each share of Common Stock represented by validly executed proxies will be votedis entitled to one vote on each proposal or, in accordance with the foregoing recommendations.case of the election of directors, on each nominee.

PROPOSAL 1—ELECTION OF DIRECTORS

The Sallie Mae does not knowBoard of any other mattersDirectors has nominated and recommends 12 individuals for election to be presentedour Board of Directors at the Annual MeetingMeeting. These individuals are as follows:

The Sallie Mae Board of Directors also nominated Ronald F. Hunt for election to the Board of Directors. As previously reported on March 28, 2017, Mr. Hunt subsequently declined to stand for re-election at the upcoming Annual Meeting. Under our Certificate of Incorporation, the size of our Board of Directors may not be less than 11 nor more than 16 members. Under the By-Laws, 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 12, effective as of the dateAnnual Meeting.

Biographical information, qualifications, and experience with respect to each nominee appears 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. These qualifications are discussed below, along with biographical information regarding each member of the Board of Directors, including each individual’s age, principal occupation, and business experience during the past five years. Information concerning each director is based in part on information received from the respective directors and in part from Sallie Mae’s records.

All nominees appearing below have consented to being named in this proxy statement.

Can I change my vote?Yes. If you hold your sharesstatement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a record holder, youdirector, the Board of Directors may revoke your proxydesignate a substitute nominee or change yourthe persons voting the shares represented by proxies solicited hereby may vote at any time prior tosuch shares for a reduced number of nominees. If the final tallyingBoard of votes by:Directors designates a substitute nominee, persons named as proxies will vote“FOR” that substitute nominee.

If your shares are held in street name, contact your broker, bank, trustee or nominee for instructions on how to revoke or change your voting instructions.

What vote is necessary to approve each matter to be voted on at the Annual Meeting?

Proposal 1—Election of Directors.    Sallie Mae’sOur By-Laws (the “By-Laws”) 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, with eachpresent. Each share of Common Stock is entitled to one vote for each nominee. Accordingly, aA 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 matter,proposal, including broker non-votes, haveare of no direct effect on the matter.effect.

If any director nominee fails to receive a majority of the votes cast“FOR” his or her election, such nominee will automatically tender his or her resignation upon certification of the election results. Sallie Mae’sThe Nominations, Governance and Compensation Committee (the “NGC Committee”) of the Board of Directors will make a recommendation to the Sallie Mae Board of Directors on whether to accept or reject such nominee’s resignation. The Sallie Mae Board of Directors will act on the NGC 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.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Earl A. Goode		Chief of Staff to the Governor of Indiana
76 Director since July 31, 2000		Professional Highlights: •   Chief of Staff to the Governor of Indiana—2006 to 2013; January 2017 to present •   President, Indianapolis Capital Improvement Board of Managers—2015 to 2016 •   Deputy Chief of Staff to the Governor of Indiana—2006 •   Commissioner, Department of Administration, State of Indiana—2005 to 2006 •   Chairman, Indiana Sports Corporation—2001 to 2006 •   President, GTE Information Services and GTE Directories Company—1994 to 2000, President, GTE Telephone Operations North and East—1990 to 1994, President, GTE Telephone Company of the Southwest—1988 to 1990 Other Professional and Leadership Experience: •   Director, Sallie Mae Bank—2013 to present •   Member and Former Chairman, Georgetown College Board of Trustees—2006 to present •   Director, Mitch Daniels Leadership Foundation—2012 to present •   Vice Chairman, Indiana Motorsports Commission—2015 to 2017 •   Member, Executive Committee and Host Committee, 2012 Super Bowl—2009 to 2014 Mr. Goode has held several leadership positions in business services and operations. This experience, combined with his involvement in the state political process, enables him to contribute to the Board of Directors in the areas of marketing and product development, business operations, and political and government affairs.
Marianne M. Keler		Attorney, Keler & Kershow, PLLC
62 Director since April 30, 2014		Professional Highlights: •   Attorney, Keler & Kershow, PLLC—2006 to present •   Executive Vice President, Consumer Finance, Corporate Strategy & Administration, Sallie Mae—2004 to 2006 •   Senior Vice President & General Counsel, Sallie Mae; President, Student Loan Marketing Association—1997 to 2004 •   Vice President & Associate General Counsel—1990 to 1997; various other positions—1985 to 1997 Other Professional and Leadership Experience: •   Director, Sallie Mae Bank—2010 to present •   Board Chair, Building Hope (charter school lender) —2004 to present •   Deputy Board Chair, Institute for American Universities—2016 to present •   Finance Committee Chair, Institute for American Universities—2008 to 2016 •   Board Chair, American University in Bulgaria—2008 to 2014 •   Member, Georgetown University Board of Regents—2009 to 2015 •   Founding Director, National Student Clearinghouse—1993 to 2009 Directorship of other public companies: •   CubeSmart (NYSE: CUBE)—2007 to present Ms. Keler’s legal background and experience in the student loan industry and with Sallie Mae bring valuable perspective to the Board of Directors in the areas of student and consumer lending, legal and corporate governance, and higher education.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Jim Matheson		Chief Executive Officer, NRECA
57 Director since March 26, 2015		Professional Highlights: •  Chief Executive Officer, National Rural Electric Cooperative Association —2016 to present •  Principal in the Public Policy Practice, Squire Patton Boggs—2015 to 2016 •  Member of the United States House of Representatives—2001 to 2015 •  Founder of The Matheson Group—1999 to 2000 •  Consultant, Energy Strategies, Inc.—1991 to 1998 Other Professional and Leadership Experience: •  Service on the United States House of Representatives Energy and Commerce Committee—2007 to 2015; Science Committee—2001 to 2011; Financial Services Committee—2003 to 2007; and Transportation and Infrastructure Committee—2001 to 2007 •  Chief Deputy Whip for the Democratic Caucus of the United States House of Representatives—2011 to 2015 •  Board Member, United States Association of Former Members of Congress—2015 to present Mr. Matheson’s extensive experience in public policy and financial services enables him to bring to the Board of Directors a valuable perspective in development of business strategies and on public policy and regulatory matters.
Jed H. Pitcher		Former President and Chief Operating Officer at the Regence Group
76 Director since April 30, 2014		Professional Highlights: •  President and Chief Operating Officer of Regence Group, a healthcare insurance provider—2000 to 2004 •  Chairman, President and Chief Executive Officer of Regence Blue Cross Blue Shield of Utah Group—1981 to 2000 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2005 to present •  Member and Chair, Utah State University Board of Regents—2001 to present •  Director and Vice Chair, Rural Health Group of Utah—2005 to present •  Honorary Doctorate, Utah State University—2016 •  Trustee and Chair, Utah State University Board of Trustees—1991 to 1999 •  Director and Chair, Workers Compensation Fund of Utah—1988 to 1997 •  Member and Vice Chair, Salt Lake Area Chamber of Commerce Board of Governors—1992 to 1995 •  Director, Westminster College—1987 to 1991 Mr. Pitcher’s extensive leadership experience in the insurance industry and higher education governance and policy-making enables him to bring valuable insight to the Board of Directors in the areas of finance, business operations, and corporate governance.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Frank C. Puleo		Attorney
71 Director since March 20, 2008		Professional Highlights: •   Attorney—2006 to present •   Co-Chair, Global Finance Group, Milbank, Tweed, Hadley & McCloy LLP, a law firm—1995 to 2006; Partner—1978 to 2006 Other Professional and Leadership Experience: •   Director, Sallie Mae Bank—2013 to present •   Director, South Street Securities Holdings Inc.(f/k/a CMET Finance)—2008 to present •   Director, Syncora Capital Assurance, Inc.—2009 to present •   Director, CIFC Corporation —2006 to 2014 Directorships of other public companies: •   Apollo Investment Corporation—2007 to present Mr. Puleo’s background as a corporate and finance lawyer enables him to bring analytical, legal, and financial insight to the Board of Directors in the areas of financial services, capital markets transactions, and corporate governance.
Raymond J. Quinlan		Chairman and Chief Executive Officer, Sallie Mae
65 Director since January 16, 2014		Professional Highlights: •  Chairman and Chief Executive Officer, Sallie Mae—April 30, 2014 to present •  Vice Chairman, Sallie Mae—January, 2014 to April 30, 2014 •  Executive Vice President—Banking, CIT Group—2010 to 2013 •  Executive Chairman, Coastal South Bancshares, Inc.—2010 •  Business Manager at Goldman Sachs—2007 to 2008 •  Chief Executive Officer, Retail Division North America, for Citigroup—2005 to 2007 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2014 to present Directorships of other public companies: •  Islandsbanki, based in Reykjavik, Iceland—2009 to 2010 •  Doral Financial Company—2008 to 2010 Mr. Quinlan’s extensive background and significant leadership experience in the banking industry allow him to provide business and leadership insight to the Board of Directors in the areas of banking, financial services, business operations, and capital markets.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Vivian C. Schneck-Last		Former Managing Director, Global Head of Technology Governance, Goldman Sachs & Company
56 Director since March 26, 2015		Professional Highlights: •  Managing Director, Global Head of Technology Governance, Goldman Sachs & Company—2009 to 2014 •  Managing Director, Global Head of Technology Business Development, Goldman Sachs & Company—2000 to 2014 •  Managing Director, Global Head of Technology Vendor Management, Goldman Sachs & Company—2003 to 2014 Other Professional and Leadership Experience: •  Advisor/Board of Directors, Coronet (f/k/a Cybercanary)—2015 to present •  Director, Bikur Cholim of Manhattan—2014 to present •  Committee Member, Jewish Theological Seminary—2012 to 2013 Ms. Schneck-Last’s strategic technology experience and background in technology governance in the financial services field bring valuable perspective to the Board of Directors in risk management and on a broad range of enterprise technology matters.
William N. Shiebler		Private Investor
75 Director since April 30, 2014		Professional Highlights: •   Private Investor—2007 to present •   Chief Executive Officer of the Americas, Deutsche Asset Management (Deutsche Bank)—2002 to 2007 •   President and Chief Executive Officer, Putnam Mutual Funds, Senior Managing Director, Putnam Investments—1990 to 1999 Other Professional and Leadership Experience: •   Director, Sallie Mae Bank—2010 to present •   Trustee, United States Ski and Snowboard Team—2002 to present Directorships of other public companies: •   Calamos Asset Management, Inc.—2012 to present •   OXiGENE, Inc.—2002 to 2012 •   MasTec Inc.—2001 to 2004 Mr. Shiebler’s extensive experience in the financial services industry and with other public companies allows him to provide valuable insight to the Board of Directors in the areas of finance, portfolio management, and business operations.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Robert S. Strong		Former Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities
68 Director since April 30, 2014		Professional Highlights: •  Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities—2006 to 2007 •  Managing Director, Portfolio Management, Bank of America Securities—2001 to 2006 •  Executive Vice President, Chief Credit Officer, JP Morgan Chase Bank – 1996 to 2001 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2014 to present •  Director, Syncora Capital Assurance, Inc.—2009 to present •  Member, Financial Policy Review Board for the State of New Jersey—2013 to 2016 •  Director, CamberLink Inc.—2013 to 2016 Mr. Strong’s extensive experience in the banking and financial services industries allows him to provide valuable insight to the Board of Directors in the areas of finance, risk management, portfolio management, and business operations.
Kirsten O. Wolberg		Former PayPal, Salesforce.com and Charles Schwab Executive
49 Director since November 29, 2016		Professional Highlights: •  Vice President, PayPal Separation Executive, PayPal, Inc. — 2014 to 2017 •  Vice President, Technology, PayPal, Inc. — 2012 to 2014 •  Chief Information Officer, Salesforce.com— 2008 to 2011 Other Professional and Leadership Experience: •  Vice President, Corporate Technology, Charles Schwab & Co. — 2001 to 2008 •  Vice President, Planning and Administration, Schwab Technology —2004 to 2007 Directorships of other public companies: •  Silicon Graphics International Corp.— 2016 Ms. Wolberg’s extensive experience in information technology for the financial services industry allows her to provide valuable insight to the Board of Directors in the areas of finance, information technology risks, and business operations.

ProposalBoard of Directors Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE TWELVE NOMINEES NAMED ABOVE.

PROPOSAL 2—Advisory ApprovalADVISORY VOTE ON EXECUTIVE COMPENSATION

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 its executive compensation policies and procedures operate and are designed to achieve its 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 Executive Compensation.    Advisory approvalnamed executive officers.

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 Securities Exchange Act of 1934, as amended (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 named executive compensationofficers requires the affirmative vote of at leastthe holders of a majority of the stockCommon Stock present, represented and entitled to vote at the meeting, with each share of Common Stock entitled to one vote.Annual Meeting. 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 matter. This proposal is advisory in nature and, therefore, is not binding upon the NGC Committee or the Board of Directors. However, the NGC Committee will, as it has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions.

Proposal 3—RatificationBoard of Appointment ofDirectors 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 3—RATIFICATION OF THE APPOINTMENT OF THE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Sallie Mae’s independent registered public accounting firm, KPMG LLP as(“KPMG”), is selected by the Audit Committee of Sallie Mae’s Independent Registered Public Accounting Firm.Board of Directors (the “Audit Committee”). The ratification ofAudit Committee has engaged KPMG LLP’s appointment as Sallie Mae’s independent registered public accounting firm requiresfor the fiscal year ending December 31, 2017. 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 at leastthe holders of a majority of the votesshares of Common Stock present, represented and entitled to vote at the meeting, with each share of Common Stock entitled to one vote.Annual Meeting. 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 matter.

Proposal 4—Approval If the appointment of AmendmentKPMG 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 By-Laws relatingindependent 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 2017 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 2017.

PROPOSAL 4 - APPROVAL OF AN AMENDMENT TO THE 2012 OMNIBUS INCENTIVE PLAN AND THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE

At the Annual Meeting, stockholders are being asked to Proxy Access.    Underapprove an amendment to the By-Laws,SLM Corporation 2012 Omnibus Incentive Plan (the “Incentive Plan”) to limit the aggregate number of equity awards settled in Common Stock and cash that may be granted to a single employee per year and to re-approve the material terms of the Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code (the “Code”).We are not requesting that stockholders authorize any additional shares of Common Stock for issuance under the Incentive Plan.

In connection with the approval of the amendment to the By-LawsIncentive Plan, the NGC Committee and the Board of Directors carefully considered our anticipated future equity needs, our historical equity incentive compensation practices, and the advice of the NGC Committee’s independent compensation consultant. The Board of Directors believes that the grant of common stock and other equity-based incentives for members of the Company’s Board of Directors, senior management, other members of management, employees and directors of Company subsidiaries is an essential component of the mix of compensation awarded to these individuals. Equity-based incentives encourage a sense of proprietorship and commitment to the Company’s business goals and objectives, thereby aligning these individuals’ interests with those of the Company’s stockholders, and enable the Company to continue to attract and retain highly qualified employees and directors. Stockholders are encouraged to read more about the Company’s philosophy regarding the importance of equity-based incentives for senior management in the “Compensation Discussion and Analysis” section of this proxy statement.

Stockholders originally approved the Incentive Plan at our May 24, 2012 annual meeting of stockholders. On February 22, 2017, the NGC Committee recommended to the Board of Directors, and the Board of Directors approved, subject to stockholder approval at the Annual Meeting, an amendment to the Incentive Plan. The Incentive Plan, as proposed to be amended, will impose the following limitations on awards granted to any employee under the Incentive Plan: during any calendar year, no employee may be granted (1) Option or SAR awards covering more than 1,000,000 shares of Common Stock, (2) restricted stock, restricted stock units, performance awards or other awards that are settled in Common Stock covering more than 1,000,000 shares of Common Stock, and (3) cash awards, performance awards, restricted stock unit awards or performance unit awards settled in cash that have a grant date value in excess of $5,000,000. In addition, the amendment to the Incentive Plan revises the performance goals to include earnings per share and operating revenue and to delete core cash earnings per share. In recommending this amendment to the Board of Directors, the NGC Committee considered the reasonableness of the limits in the context of market practice and the importance of retaining flexibility to structure the mix of awards in a tax-efficient manner over the life of the Incentive Plan. In addition, the limit imposed is not a guarantee that the maximum amounts will in fact be granted, and the NGC Committee consistently applies a prudent approach to the grant of equity-based incentives.

The Board of Directors is requesting this vote in order to obtain stockholder re-approval of the material terms of the Incentive Plan for purposes of Section 162(m) of the Code. The Incentive Plan is intended to comply with Section 162(m) of the Code. Section 162(m) places a limit of $1,000,000 on the amount that the Company may deduct in any one taxable year for compensation paid to each of its “covered employees.” The Company’s covered employees include its Chief Executive Officer and each of its other three most highly-paid executive officers, other than the Chief Financial Officer. There is, however, an exception to this limit for compensation earned pursuant to certain performance-based awards. A performance-based award made under the Incentive Plan is eligible for this exception provided certain Section 162(m) requirements are met. One of these requirements relates to stockholder approval (and, in certain cases, re-approval) of the material terms of the performance goals underlying the performance-based award. The performance goals in the Incentive Plan were approved by stockholders in 2012 with 95 percent of the vote. Section 162(m) requires re-approval of those performance goals and material terms of the plan after five years if the NGC Committee has retained discretion to vary the targets under the performance goals from year to year. The NGC Committee has retained discretion to vary the targets under the performance goals from year to year. Accordingly, the Company is seeking re-approval of the performance goals included in the Incentive Plan in order to preserve the Company’s ability to deduct compensation earned by certain executives pursuant to any performance-based award that may be made in the future under the Incentive Plan. For purposes of Section 162(m), the material terms include (a) the employees eligible to receive compensation under the Incentive Plan, (b) a description of the

business criteria on which performance goals may be based, and (c) the maximum amount of compensation that can be paid to an employee under the Incentive Plan. Each of these aspects of the Incentive Plan, as proposed to be amended, is discussed below, and stockholder approval of this Proposal 4 will be deemed to constitute re-approval of the material terms of the Incentive Plan, as amended, for purposes of the stockholder approval requirements of Section 162(m).

Approval of the amendment to the Incentive Plan and re-approval of the performance goals will allow the Company to continue to grant tax-deductible awards over the next several years. Upon stockholder approval of the amendment to the Incentive Plan, it will become effective. If stockholders do not approve the amendment to the Incentive Plan, the existing Incentive Plan will continue in effect in the form in which it currently exists. In that event, the NGC Committee would consider the resulting limitation on the tax deductibility of awards to covered employees in structuring future awards to those employees, but may approve cash and equity-based incentives for which some of the potential deduction is lost if the NGC Committee considers such action to be in the best interest of the Company and stockholders.

Key Aspects of the Incentive Plan

The Incentive Plan incorporates the best governance practices to further align our equity compensation program with the interests of our stockholders. The following is a list of some of the key factors to be considered by stockholders in connection with approving the amended Incentive Plan:

✓

Low overhang.We are committed to limiting stockholder dilution from our equity compensation programs. At the end of 2016, our overhang was 7.2 percent. We calculate “overhang” as the total of (a) shares underlying outstanding awards plus shares available for issuance for future awards, divided by (b) the total number of shares outstanding, including shares underlying outstanding awards and shares available for issuance under future awards.

Key Data

The following table includes information regarding outstanding equity awards and shares available for future awards under the Incentive Plan as of December 31, 2016:

This proposal for the approval of an amendment to the Incentive Plan and the material terms of the performance goals included in the Incentive Plan requires the affirmative vote of the holders of a majority of Sallie Mae’s outstanding Common Stock present, represented, and entitled to vote onat the matter, with each share of Common Stock entitled to one vote. Stockholders may vote“FOR,” “AGAINST” or“ABSTAIN” on Proposal 4.Annual Meeting. Abstentions and shares not voted on the matter, including broker non-votes, will have the same effect as a votevotes “AGAINST” Proposal 4.

What constitutes a quorum?A quorum is necessary to transact business at the Annual Meeting. A quorum exists if the holders of a majority of Common Stock entitled to vote are present in person or represented by proxy at the Annual Meeting, including proxies on which abstentions (withholding authority to vote) are indicated. Abstentions and broker non-votes will be counted in determining whether a quorum exists.

Who will count the vote?Votes will be tabulated by Sallie Mae’s Corporate Secretary.

Who can attend the Annual Meeting? Only holders of Common Stock as of the record date, April 27, 2015, or duly appointed proxies, may attend. No guests will be allowed to attend the Annual Meeting.

What do I need to attend the Annual Meeting and when should I arrive? The Annual Meeting will be held at Sallie Mae’s Headquarters, 300 Continental Drive, Newark, Delaware 19713. Admission to the Annual Meeting will begin at 10:00 a.m., Eastern Daylight Time.

In order to be admitted to the Annual Meeting, you should:

Any holder of a proxy from a stockholder must present a properly executed legal proxy and a copy of the proof of ownership.

If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting.

OVERVIEW OF PROPOSALS

This proxy statement contains four proposals requiring stockholder action, each of which is discussed in more detail below. Proposal 1 requests the election of twelve directors nominated by the Board of Directors. Proposal 2 requests approval, on an advisory basis, of Sallie Mae’s executive compensation. Proposal 3 requests ratification of the appointment of KPMG LLP as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2015. Proposal 4 requests a vote to approve an amendment to Sallie Mae’s By-Laws to adopt a provision relating to proxy access.

PROPOSAL 1—ELECTION OF DIRECTORS

The NGC Committee recommended and the Sallie Mae Board of Directors nominated twelve individuals for election at the Annual Meeting. The twelve persons nominated by the Sallie Mae Board of Directors for election are as follows:

Under our Certificate of Incorporation, the size of our Board of Directors may not be less than eleven nor more than sixteen members. Under the By-Laws, 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. Currently, the Board of Directors has set the number of members at twelve.

Biographical information and qualifications and experience with respect to each nominee appears 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. These qualifications are discussed below, along with biographical information regarding each member of the Board of Directors, including each individual’s age, principal occupation and business experience during the past five years. Information concerning each director is based in part on information received from the respective directors and in part from Sallie Mae’s records.

All nominees appearing below have 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, an event that the Board of Directors does not now expect, 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.

The By-Laws 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. Accordingly, 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 matter, including broker non-votes, have no direct effect on the election of directors.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Earl A. Goode		President, Indianapolis Capital Improvement Board of Managers
74 Director since July 31, 2000		President, Indianapolis Capital Improvement Board of Managers—2015 to present Professional Highlights: •  Chief of Staff to the Governor of Indiana—2006 to 2013 •  Deputy Chief of Staff to the Governor of Indiana—2006 •  Commissioner, Department of Administration, State of Indiana—2005 to 2006 •  Chairman, Indiana Sports Corp.—2001 to 2006 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2013 to present •  Chairman, Georgetown College Board of Trustees—2006 to present •  Former Chairman, Indiana Sports Corporation—2001 to 2006 •  Member, Executive Committee & Host Committee, 2012 Super Bowl—2009 to 2014 •  Vice Chairman, Indiana Motorsports Commission—2015 to present Mr. Goode has held several leadership positions in business services and operations. This experience, combined with his involvement in the state political process, enables him to contribute to the Board of Directors in the areas of marketing and product development, business operations and political/government affairs.
Ronald F. Hunt		Attorney and Private Investor
71 Director since July 5, 1995		Attorney and private investor—1990 to present Professional Highlights: •  Founding Chairman, National Student Clearinghouse—1994 to 1996; 1997 to 2004 •  Executive Vice President and General Counsel, Student Loan Marketing Association—1984 to 1990; various officer positions—1973 to 1984 •  Secretary, United States Securities and Exchange Commission—1971 to 1973 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2013 to present •  Trustee, Warren Wilson College Board of Trustees—2003 to present •  Trustee, Riverside Theatre Board of Trustees—2012 to present Mr. Hunt’s extensive and deep involvement with the student loan industry and his legal background enable him to bring to the Board of Directors a valuable perspective in the areas of corporate governance, academia, financial services, student/consumer lending and legal and regulatory matters.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Marianne M. Keler		Attorney, Keler & Kershow, PLLC
60 Director since April 30, 2014		Attorney, Keler & Kershow, PLLC—2006 to present Professional Highlights: •  Executive Vice President, Consumer Finance, Corporate Strategy & Administration, Sallie Mae—2004 to 2006 •  Senior Vice President & General Counsel, Sallie Mae; President, Student Loan Marketing Association—1997 to 2004; various other positions—1985 to 1997 •  Vice President & Associate General Counsel—1990 to 1997 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2010 to present •  American University in Bulgaria, Trustee—2000 to present •  American University in Bulgaria, Board Chair—2006 to 2014 •  Member, Georgetown University Board of Regents—2009 to present •  Founding Director, National Student Clearinghouse—1993 to 2009 Directorship of other public companies: •  CubeSmart (NYSE: CUBE)—2007 to present Ms. Keler’s legal background and experience in the student loan industry and with Sallie Mae bring valuable perspective to the Board of Directors in the areas of student/ consumer lending, legal and corporate governance and higher education.
Jim Matheson		Principal, Squire Patton Boggs
55 Director since March 26, 2015		Principal in the Public Policy Practice, Squire Patton Boggs—2015 to present Professional Highlights: •  Member of the United States House of Representatives—2001 to 2015 •  Founder of The Matheson Group—1999 to 2000 •  Consultant, Energy Strategies, Inc.—1991 to 1998 Other Professional and Leadership Experience: •  Previous service on the U.S. House of Representatives Energy and Commerce Committee—2007 to 2015; Science Committee—2001 to 2011; Financial Services Committee—2003 to 2007, and Transportation and Infrastructure Committee—2001 to 2007 •  Former Chief Deputy Whip for the Democratic Caucus of the U.S. House of Representatives—2011 to 2015 Mr. Matheson’s extensive experience in public policy and financial services enable him to bring to the Board of Directors a valuable perspective in development of business strategies and on public policy and regulatory matters.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Jed H. Pitcher		Former President and Chief Operating Officer of the Regence Group
74 Director since April 30, 2014		Former President and Chief Operating Officer of Regence Group, a healthcare insurance provider—2000 to 2004 Professional Highlights: •  Former Chairman, President and Chief Executive Officer of Regence Blue Cross Blue Shield of Utah Group—1981 to 2000 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2005 to present •  Member and Chair, Utah State Board of Regents—2001 to present •  Director and Chair, Workers Compensation Fund of Utah—1988 to 1997 •  Trustee and Chair, Utah State University Board of Trustees—1991 to 1999 •  Member and Vice Chair, Salt Lake Area Chamber of Commerce Board of Governors—1992 to 1995 •  Director, Westminster College—1987 to 1991 Mr. Pitcher’s extensive leadership experience in the insurance industry enables him to bring valuable insight to the Board of Directors in the areas of finance, business operations and corporate governance.
Frank C. Puleo		Attorney
69 Director since March 20, 2008		Attorney—2006 to present Professional Highlights: •  Co-Chair, Global Finance Group, Milbank, Tweed, Hadley & McCloy LLP, a law firm—1995 to 2006; Partner—1978 to 2006 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2013 to present •  Director, CMET Finance LLC •  Director, Syncora Capital Assurance Inc. Directorships of other public companies: •  Apollo Investment Corporation—2007 to present •  CIFC Corp—2007 through 2014 Mr. Puleo’s background as a corporate and finance lawyer enables him to bring analytical, legal and financial insight to the Board of Directors in the areas of financial services, capital markets transactions and corporate governance.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
Raymond J. Quinlan		Chairman and Chief Executive Officer, Sallie Mae
63 Director since January 16, 2014		Chairman and Chief Executive Officer, Sallie Mae—April 30, 2014 to present Professional Highlights: •  Vice Chairman, Sallie Mae—January, 2014 to April 30, 2014 •  Executive Vice President—Banking, CIT Group—2010 to 2013 •  Executive Chairman, Coastal South Bancshares, Inc.—2010 •  Business Manager at Goldman Sachs—2007 to 2008 •  Chief Executive Officer, Retail Division North America, for Citigroup—2005 to 2007 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2014 to present Directorships of other public companies: •  Islandsbanki, based in Reykjavik, Iceland—2009 to 2010 •  Doral Financial Company—2008 to 2010 Mr. Quinlan’s extensive background and significant leadership experience in the banking industry allow him to provide business and leadership insight to the Board of Directors in the areas of banking, financial services, business operations and capital markets.
Vivian C. Schneck-Last		Former Managing Director, Global Head of Technology Governance, Goldman Sachs & Company
54 Director since March 26, 2015		Former Managing Director, Global Head of Technology Governance, Goldman Sachs & Company—2009 to 2014 Professional Highlights: •  Managing Director, Global Head of Technology Business Development, Goldman Sachs & Company—2000 to 2014 •  Managing Director, Global Head of Technology Vendor Management, Goldman Sachs & Company—2003 to 2014 Other Professional and Leadership Experience: •  Director, CyberCanary—2015 to present •  Director, Bikur Cholim of Manhattan—2014 to present •  Committee Member, Jewish Theological Seminary—2012 to 2013 Ms. Schneck-Last’s strategic technology experience and background in technology governance in the financial services field bring valuable perspective to the Board of Directors in risk management and on a broad range of enterprise technology matters.

Name and Age Service as a Director		Position, Principal Occupation, Business Experience and Directorships
William N. Shiebler		Private Investor
73 Director since April 30, 2014		Private Investor—2007 to present Professional Highlights: •  Chief Executive Officer of the Americas, Deutsche Asset Management (Deutsche Bank)—2002 to 2007 •  President and Chief Executive Officer, Putnam Mutual Funds, Senior Managing Director, Putnam Investments—1990-1999 •  Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2010 to present •  Trustee, United States Ski and Snowboard Team—2002 to present Directorships of other public companies: •  Calamos Asset Management, Inc.—2012 to present •  OXiGENE, Inc.—2002 to 2012 •  MasTec Inc.—2001 to 2004 Mr. Shiebler’s extensive experience in the financial services industry and with other public companies allows him to provide valuable insight to the Board of Directors in the areas of finance, portfolio management and business operations.
Robert S. Strong		Former Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities
66 Director since April 30, 2014		Former Managing Director, Chairman, Capital Commitments Committee, Bank of America Securities—2006 to 2007 Professional Highlights: •  Former Managing Director, Portfolio Management, Bank of America Securities—2001 to 2006 •  Former Executive Vice President, Chief Credit Officer, JP Morgan Chase Bank—1996 to 2001 Other Professional and Leadership Experience: •  Director, Sallie Mae Bank—2014 to present •  Member, Financial Policy Review Board for the State of New Jersey—2013 to present •  Director, CamberLink Inc.—2013 to present •  Director, Syncora Capital Assurance Inc.—2009 to present Mr. Strong’s extensive experience in the banking and financial services industries allows him to provide valuable insight to the Board of Directors in the areas of finance, risk management, portfolio management and business operations.

Board of Directors Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE TWELVE NOMINEES NAMED ABOVE.

PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

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 its executive compensation policies and procedures operate and are designed to achieve its 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.

The NGC Committee of the Board of Directors was created shortly after the April 30, 2014 separation of Navient from Sallie Mae (the “Spin-Off”) and its current members were then appointed. As members of either the Board of Directors of our predecessor company (“Old SLM”) or of Sallie Mae Bank prior to that time, each member of the NGC Committee has had the benefit of working with, and understanding the planning and actions of, the Compensation and Personnel Committee of the Board of Directors of Old SLM (the “Compensation Committee”) in preparation of the Spin-Off. As previously reported in our CD&A in last year’s proxy statement, the Compensation Committee made many of the decisions under Sallie Mae’s executive compensation program reported in this year’s CD&A up to the date of the Spin-Off. Decisions subsequent to the Spin-Off, most notably with respect to the post-Spin-Off changes to the executive compensation program and decisions made thereunder, have been made by the NGC Committee.

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 Securities Exchange Act of 1934, as amended (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 named executive officers requires the affirmative vote of the holders of a majority of the Common Stock present, represented and entitled to vote at the Annual Meeting. 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 matter.

This proposal is not intended to address any specific element of compensation but rather Sallie Mae’s overall compensation policies as they relate to the Company’s named executive officers. Therefore, your vote will not impact or limit any existing compensation or award to any named executive officers. Because your vote is advisory, it is not binding upon the NGC Committee or the Board of Directors, and may not be construed as overruling a decision by the Board of Directors or creating an additional fiduciary duty of the Board of Directors. However, the Board of Directors will, as it has done in the past, carefully evaluate the outcome of the vote when considering future executive compensation decisions. At our 2014 annual meeting of stockholders (the “2014 Annual Meeting”), approximately 98 percent of the votes were cast in favor of the advisory approval of the compensation of Sallie Mae’s named executive officers.

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 3—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. The Audit Committee has engaged KPMG as Sallie Mae’s independent registered public accounting firm for the fiscal year ending December 31, 2015. 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 of the shares of Common Stock present, represented and entitled to vote at the Annual Meeting. 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 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 2015 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 2015.

PROPOSAL 4—APPROVAL OF AMENDMENT TO THE BY-LAWS OF SLM CORPORATION RELATING TO PROXY ACCESS

At our 2014 Annual Meeting, a stockholder-submitted proposal requested the Company to produce and submit to stockholders for approval an amendment to our By-Laws to permit certain stockholder-nominated candidates for election to our Board of Directors to be included in our proxy materials. That proposal received the majority support of our stockholders. In response to the stockholder vote at the 2014 Annual Meeting, our Board of Directors recommends our stockholders approve the following amendment to our By-Laws.

A summary of the proposed amendment to the By-Laws is set forth below. The following description of the proposed By-Law amendment is qualified in its entirety by reference to the text of the proposed amendment, which is attached as Attachment A to this proxy statement.

Stockholder Eligibility to Nominate—The proposed amendment to the By-Laws would permit any stockholder, or group of no more than 20 stockholders, owning 3 percent or more of our outstanding common stock continuously for at least the previous three years who complies with the requirements set forth in the By-Law, to include one director nominee in the Company’s proxy statement for its annual meeting of stockholders.

Number of Stockholder-Nominated Candidates—The maximum number of stockholder-nominated candidates would be equal to 25 percent of the number of seats on the Board of Directors to be filled in the annual election (rounded down to the nearest whole number but not less than one). Based on our current Board of Directors size of twelve directors, the maximum number of stockholder-nominated candidates that we would be required to include in our proxy materials for an annual meeting of stockholders is three. Stockholder-nominated candidates who are nominated under the proxy access procedures that are either later withdrawn or that the Board of Directors subsequently determines to include in the Company’s proxy materials as Board-nominated candidates and any director in office as of the nomination deadline who was previously included in the Company’s proxy materials as a stockholder nominated candidate for either of the two preceding annual elections pursuant to the proxy access procedures whom the Board of Directors decides to renominate for election as a Board of Directors nominee would in each case be counted toward the 25 percent limit. Each nominating stockholder or group of stockholders may nominate one, but not more than one, director. If the number of stockholder-nominated candidates exceeds 25 percent of the number of seats on the Board of Directors to be filled in the annual election, then such candidates would be included in the proxy material in order of the number of shares of Company common stock (largest to smallest) held by each nominating stockholder or group of stockholders until the maximum is reached.

Nominating Procedure—In order to provide adequate time to assess stockholder-nominated candidates, requests to include director nominees in the Company’s proxy materials must be received no earlier than the close of business on the 120^th day and no later than the close of business on the 90th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. In the event that the proposed amendment to the By-Laws relating to proxy access is approved, we intend to amend the advance notice window in Section 8 of the By-Laws for director nominations and other business to not earlier than the close of business on the 120^th day nor later than the close of business on the 90^th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Section 8 of the By-Laws currently provides for an advance notice window of between 120 days and 60 days prior to the anniversary date of the immediately preceding annual meeting of stockholders.

Information Required; Representations and Undertakings—Each stockholder seeking to include a director nominee in the Company’s proxy materials would be required to provide certain information and make certain representations and undertakings at the time of nomination, including:

In addition, each stockholder nominee would be required to submit information as necessary to permit the Board of Directors to determine if the stockholder nominee is independent under the listing standards of the principal U.S. exchange upon which the common stock of the Company is listed, any applicable rules of the SEC, or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Company’s directors.

Calculation of Ownership—In order to ensure the interests of stockholders seeking to include director nominees in the Company’s proxy materials are aligned with those of other stockholders, such nominating stockholder would be considered to own only the shares for which the stockholder possesses the full voting and investment rights and the full economic interest (including the opportunity for profit and risk of loss). Under this provision, borrowed or hedged shares would not count as owned shares, but shares that are held in the name of a nominee or other intermediary may count as owned shares provided the stockholder has retained full economic and voting rights over the shares.

Independence of Stockholder Nominees—A stockholder nominee would not be eligible for inclusion if the Board of Directors determines he or she is not independent under the listing standards of the principal U.S. exchange upon which the common stock of the Company is listed, any applicable rules of the SEC, or any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Company’s directors.

Supporting Statement—Stockholders would be permitted to include in the proxy statement a 500-word statement in support of their nominee; however, the Company may omit any information or such statement (or portion thereof) from its proxy materials if it determines the information or statement (or portion thereof) would be materially false or misleading, omits a material fact, or would violate any applicable law or regulation.

Re-Nomination of Stockholder Nominees—Stockholder nominees who are included in the Company’s proxy materials but subsequently withdraw from, or become ineligible or unavailable for, election at the annual meeting of stockholders, or who have not received at least 25 percent of the votes cast in favor of the nominee at the annual meeting of stockholders would be ineligible to be a proxy access nominee for the next two annual meetings of stockholders. In addition, the Company would not be required to include any stockholder-nominated candidates in the proxy materials for any annual meeting of stockholders for which any stockholder has already nominated a director for election pursuant to the advance notice provisions of the By-Laws.

Qualifications of Stockholder Nominees—If the proposed amendment to the By-Laws relating to proxy access is approved, the Board of Directors intends to amend the Company’s Corporate Governance Principles to provide that any director or director nominee would not be qualified to be a director of the Company if he or she: (1) has been an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, within the past three years; or (2) is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in a criminal proceeding within the past ten years.

Effectiveness and Vote Required—If the proposed amendment to the By-Laws relating to proxy access is approved, it will become effective immediately and proxy access will be available for the next annual meeting of stockholders at which directors are to be elected. The affirmative vote of the holders of at least a majority of the outstanding common stock of the Company is required to approve the amendment to our By-Laws relating to proxy access. Abstentions and shares not voted on the proposal, including broker non-votes, will have the same effect as votes “AGAINST” the proposal.

The actual text of the proposed Article II, Section 9 of the By-Laws is attached asAttachment A. Stockholders are urged to read carefullyAttachment A. A copy of the complete By-Laws is available from the Corporate Secretary atcorporatesecretary@salliemae.com or Office of the Corporate Secretary, 300 Continental Drive, Newark, Delaware 19713.

Board of Directors Recommendation

UPON THE RECOMMENDATION OF THE NGC COMMITTEE, THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THEAN AMENDMENT TO THE BY-LAWS2012 OMNIBUS INCENTIVE PLAN AND THE MATERIAL TERMS OF SLM CORPORATION RELATING TO PROXY ACCESS.THE PERFORMANCE GOALS UNDER THE PLAN FOR PURPOSES OF SECTION 162(m) OF THE INTERNAL REVENUE CODE.

PROPOSAL 5–ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

Section 14A of the Exchange Act also requires the Company to hold, at least once every six years, shareholder advisory votes on the frequency of future advisory votes on executive compensation. This proposal allows the Company’s stockholders to express their views on whether future advisory votes on executive compensation of the nature reflected in Proposal 2 should occur every one, two, or three years. Stockholders may specify “1 year”, as recommended by the Board of Directors, or “2 years” or “3 years” on the proxy card or voting instruction form or may abstain from voting on this proposal.

Historically, the Board of Directors has recommended stockholders hold an advisory vote on executive compensation each year. An annual vote provides stockholders with an opportunity to provide input on compensation decisions and allows the Board of Directors to promptly reevaluate compensation policies and practices and reflect on stockholder feedback. This is also the preferred approach by many investors and institutional shareholder advisory service firms. For these reasons, the Board of Directors recommends that stockholders vote to hold an advisory vote on executive compensation every one year.

The vote is advisory and not binding upon the Company and its Board of Directors. However, the Board of Directors values your opinion and will consider your vote when making future decisions on the frequency of the advisory vote. Notwithstanding the Board of Directors’ recommendation and the outcome of the stockholder vote, the Board of Directors may in the future decide to conduct advisory votes on a more or less frequent basis and may vary its practice based on factors such as discussions with stockholders and the adoption of material changes to compensation programs.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE OPTION OF “1 YEAR” AS THE PREFERRED FREQUENCY FOR ADVISORY VOTES ON EXECUTIVE COMPENSATION.

CORPORATE GOVERNANCE

The Company became the publicly-traded successor to Old SLM just prior to the Spin-Off, pursuant to an internal reorganization undertaken in furtherance of the separation of its consumer banking business from Old SLM’s education loan management, servicing and asset recovery business now held by Navient. As part of that reorganization, the Company adopted the charter and by-laws of Old SLM. However, our corporate governance structure has been changed from that of Old SLM to better align our governance processes with Sallie Mae’s new primary business model as a consumer banking business.

Status

The following table sets forth the membership and number of 2014 Stockholder Proposals

Proxy Access

At our 2014 Annual Meeting, we included in the Company’s proxy statement an advisory stockholder proposal regarding the adoptionmeetings held for each committee of a “proxy access” by-law that would require the Company to include in proxy materials prepared for an annual meeting of stockholders at which directors are to be elected the name, disclosure and statement of any person nominated for election to the Board of Directors by a stockholder or group of stockholders that meets the criteria set forth in the proposal.

At the time of issuance of the Company’s proxy statement with respect to its 2014 Annual Meeting, our Board of Directors had separately put forward a proposal requesting stockholders approve an amendment to the Company’s Certificate of Incorporation (the “Certificate”) to eliminate cumulative voting, and made no recommendation to stockholders regarding the proxy access by-law proposal. Subsequent to the distribution of the Company’s 2014 Proxy Statement, the Company in a

Supplement to the Proxy Statement for the 2014 Annual Meeting released on June 13, 2014 encouraged stockholders to vote for the elimination of cumulative voting and made the following statement:

The Sallie Mae Board strives to be attentive and responsive to its stockholders. While our Board of Directors chose not to make a recommendation in regards to the proxy access proposal, the Board is not against adoption of proxy access. The Board does however believe that the coexistence of cumulative voting, proxy access and majority voting (which would occur if ISS recommendations are followed) would cause confusion and less than transparent corporate governance. Finally, we note that if the Company stockholders approve the proxy access stockholder proposal also on the ballot, the Nominations, Governance and Compensation Committee of our Board of Directors will propose and recommend proxy access for adoption at our annual meeting in 2015. Any such proposal will include the elimination or suspension of cumulative voting. The Board believes that any implementation of proxy access would further reduce, if not eliminate, any need for or benefit of having cumulative voting since stockholders could obtain access to the nomination process for directors.

The elimination of cumulative voting and the advisory stockholder proposal for proxy access were each approved at our 2014 Annual Meeting by the requisite number of votes.¹ Consequently, our NGC Committee and Board of Directors are, in accordance with the prior statement of the Company, now proposing and recommending our stockholders vote for Proposal No. 4, which we believe is substantially similar to the advisory stockholder proposal on proxy access put forth by stockholders for consideration at our 2014 Annual Meeting.

Disclosure of Lobbying Expenditures and Contributions

At our 2014 Annual Meeting, we included in the Company’s proxy statement an advisory stockholder proposal regarding the disclosure of lobbying expenditures and contributions. The proposal requested the Board of Directors authorize the preparation of a report disclosing, among other things, payments used by the Company for direct, indirect or grassroots lobbying and the Company’s membership in and payments to any tax-exempt organization that writes or endorses model legislation. The proposal received approval from less than an affirmative vote of at least a majority of the votes present, represented and entitled to be voted on the matter, with abstentions having the same effect as votes against the proposal. The proposal did receive more votes cast in favor of the proposal than against the proposal.

We comply with federal, state and local lobbying registration and disclosure requirements, and we do not engage in grassroots lobbying. The Company’s current policy on political activities is publicly available on our website and sets forth the principles regarding the Company’s stance on political contributions and activities. Our NGC Committee periodically reviews our legislative priorities and lobbying activities.

We believe it is important our stockholders understand the extent to which the Spin-Off has affected our political lobbying expenditures and activities. Post-Spin-Off, we are a significantly smaller and much more focused banking enterprise. We do not engage in various servicing and collection activities on behalf of the federal government or its agencies, nor do we compete for federal or state government contracts. Old SLM’s political action committee, or PAC, all of its assets and all of its activities were assumed and taken over by Navient in connection with the Spin-Off. At this time, we have one long-term, experienced employee engaged full-time in lobbying activities exclusively related to matters that directly or indirectly affect the Private Education Loan industry and the Company’s mission. We use “Private Education Loans” to mean education loans to students or their families that are not issued, insured or guaranteed by any state or federal government. Our involvement with industry associations is currently very limited and restricted to committee participation focused on the Private Education Loan industry or consumer protection regulation related to the same.during 2016.

During the remainder of 2015 we expect to work closely with the NGC Committee to review and reconsider our existing policies, procedures and decision-making approaches to government relations and political lobbying efforts. We also intend to promptly re-establish a Company PAC. Consequently, at this time we do not believe the preparation and dissemination of any additional reports on these matters would provide any meaningful information to our stockholders. Nor do we believe producing a report prior to reaching conclusions on these important matters with the NGC Committee is prudent. We will continue to consider the value to stockholders of additional reporting of our political activities to our stockholders as our activities evolve during 2015, and review this matter with the NGC Committee in early 2016.

Since the beginning of the year, we have engaged with the corporate governance representatives of stockholders representing a majority of our outstanding common stock about last year’s proposal and the current state of our government affairs, activities, and plans. Our communications effort resulted in valuable feedback from these stockholders on the matter and have informed our plans to monitor the potential need for additional reporting.

We will continue to evaluate our existing policies and reports on our participation in the political process and, in addition to complying with all of the laws and regulations on disclosure of those activities, periodically consider whether any further public reporting is beneficial to the Company’s stockholders.

Compensation Consultant and Independence

Pearl Meyer & Partners LLC is our independent compensation consultant (the “Compensation Consultant”). The Compensation Consultant was retained by the Compensation Committee of Old SLM prior to the Spin-Off, and its retention was thereafter reaffirmed by the NGC Committee following the Spin-Off (for purposes of simplicity, references hereafter in this section to the NGC Committee also include the Compensation Committee for periods prior to the Spin-Off). The Compensation Consultant reported directly to the NGC Committee and the NGC Committee retained authority to replace the Compensation Consultant or hire additional consultants at any time. A representative of the Compensation Consultant attended meetings of the NGC Committee, as requested, and communicated with the chair of the NGC Committee; however, the NGC Committee made all decisions regarding the compensation of Sallie Mae’s NEOs. The Compensation Consultant also provided various executive compensation services to the NGC Committee pursuant to a written consulting agreement with the NGC Committee. Generally, these services included advising the NGC Committee on the principal aspects of Sallie Mae’s executive compensation program and evolving industry practices and providing market information and analysis regarding the competitiveness of our compensation program design. During 2014, the Compensation Consultant performed the following services:

On February 10, 2015, the NGC Committee considered the independence of the Compensation Consultant in light of SEC rules and NASDAQ listing standards. The NGC Committee received a statement from the Compensation Consultant addressing the consulting firm’s independence, including the following factors: (1) other services provided to Sallie Mae by the Compensation Consultant; (2) fees received by the Compensation Consultant from Sallie Mae as a percentage of the

Compensation Consultant’s total revenue; (3) policies or procedures maintained by the Compensation Consultant to prevent a conflict of interest; (4) any business or personal relationship between the individual consultants managing the Sallie Mae relationship and any member of the NGC Committee; (5) any business or personal relationship between the individual consultants managing the Sallie Mae relationship, or the Compensation Consultant itself, and executive officers of Sallie Mae; and (6) any Sallie Mae stock owned by the individual consultants managing the relationship with Sallie Mae. The NGC Committee discussed these considerations and concluded the work of the Compensation Consultant did not raise any conflict of interest. For more information on the NGC Committee and the Compensation Consultant, please see the CD&A section in this proxy statement.

The Board of Directors’ Role in 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 its Risk Committee, and otherits committees any significant departures from established tolerances and parameters and reviews new and emerging risks. During 2014,The primary risk oversight responsibilities of each of the standing committees of our Board of Directors committees monitored the following risks:are as follows:

The Board of Directors and senior management have also undertaken significant work to establish that all functions, policies and procedures transferred to Sallie Mae Bank (the “Bank”) in the Spin-Off are sufficient to meet currently applicable bank regulatory standards. We continue to prepare for our expected growth and designation of the Bank as a “large bank,” which will entail enhanced regulatory scrutiny. For 2014, the following key initiatives have been completed:

Creation of Board-level Risk and Compliance Committees.    In connection with the Spin-Off, we have created additional Board-level committees at the Company and the Bank to provide more focused resources and oversight with respect to the continuing development of our enterprise risk management functions and framework, as well as our consumer protection regulatory compliance management system.

Significant Additions to Management Team and Risk Functions.    We hired a new Chief Executive Officer, Chief Audit Officer, and Chief Risk Officer, all with extensive experience in the banking and financial services industries. In 2014, we have doubled our Internal Audit staff through experienced external hires. In addition, our new Chief Risk Officer is in the process of enhancing the talent and capabilities of the Enterprise Risk Management organization.

Continuing Development of our Internal Controls Environment.    During 2014, our management and Board of Directors reviewed and approved the Enterprise Risk Management Framework and Policy, the Risk Appetite Statement and related metrics, thresholds and limits. Our Chief Risk Officer is responsible for maintaining the Enterprise Risk ManagementFramework and its components across the organization to identify, remediate, control and monitor significant risks. Additionally, the internal risk oversight committee structure has been revised to achieve greater clarity and to consolidate decision making. Prior management committees have been incorporated into the Enterprise Risk Committee and its sub-committees.

The Compliance Committee of the Sallie Mae Bank Board of Directors was established in 2014 and has oversight over the establishment of standards related to our monitoring and control of legal and regulatory compliance risks and the

qualification of employees overseeing these risk management functions. The Compliance Committee of the Sallie Mae Bank Board of Directors annually approves our Corporate Compliance Plan, has responsibility for considering significant breaches of our Code of Business Conduct, and receives regular reports from executive management team members responsible for the regulatory and compliance risk management functions.

Risk Assessment of Compensation Policies

Sallie Mae has formed the management-level Incentive Compensation Plan Committee (“ICP Committee”) to oversee Sallie Mae’s incentive compensation plans. The ICP Committee is comprised of a cross-functional team of Sallie Mae’s senior officers from human resources, risk, compliance, and legal to exercise risk oversight over its incentive compensation plans. The ICP Committee’s responsibilities include oversight of the annual risk review and assessment of Sallie Mae’s incentive compensation plans to ensure the Company’s employees are not incented to take inappropriate risks which could impact Sallie Mae’s financial position and controls, reputation and operations; and to develop policies and procedures to ensure the Company’s incentive compensation plans are designed to achieve its business goals within acceptable risk parameters. The ICP Committee periodically reports to the NGC Committee on the controls and reviews of Sallie Mae’s incentive compensation plans. In 2014, the ICP Committee conducted risk assessments of Sallie Mae’s incentive compensation plans to ascertain any potential material risks that may be created by those plans. Post-Spin-Off, the total number of such plans have reduced from 217 to 27. The ICP Committee presented its findings to the NGC Committee and the NGC Committee agreed with its conclusion that the risks were within Sallie Mae’s ability to effectively monitor and manage, were not reasonably likely to have a material adverse effect on the Company, and were not likely to promote excessive risk taking.

Nominations Process

The NGC Committee considers for nomination to the Board of Directors candidates recommended by stockholders and members of the Board of Directors members.Directors. The NGC Committee may also engage third-party search firms to assist in identifying director candidates. Candidatescandidates are evaluated based on the needs of the Board of Directors and Sallie Mae at that time, given the then-current mix of Board of Directors members.time. The Board of Directors seeks representation that reflects gender, ethnic, and geographic diversity as reflected in the Guidelines. The NGC Committee, through its charter, is charged with reviewing the composition and diversity of the Board of Directors, and as part of the process, the NGC Committee incorporates into the Board of Directors’ annual evaluation process opportunity for each Board of Directors member to provide input regarding the current and desired composition of the Board of Directors and desired attributes of Board of Directors members.diversity. The minimum qualifications and attributes the NGC Committee believes a director nominee must possess include:

The NGC Committee considers and evaluates candidates recommended by stockholders in the same manner it considers and evaluates all other director candidates. To recommend a candidate, stockholders should send, in writing, the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to the ChairmanChair of the NGC Committee atcorporatesecretary@salliemae.com or c/o Corporate Secretary, SLM Corporation, 300 Continental

Drive, Newark, Delaware 19713. The stockholder should also include his or her contact information and a statement of his or her share ownership. The nomination deadline for the 20152017 Annual Meeting has now closed. A stockholder wishing to nominate a candidate must comply with the notice and other requirements described under “Stockholder Proposals for the 20162018 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 involving Sallie Mae in excess of $120,000 in any year 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 interest, other than as a director or less-than-ten percent owner of an entity involved in the transaction (“Related Party Transactions”). Loans made in the ordinary course of

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee hereby reports as follows:

Audit Committee*

Jed H. Pitcher, Chair

Paul G. Child

Ronald F. Hunt

Marianne M. Keler

Vivian C. Schneck-Last

Robert S. Strong

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed with management and Sallie Mae’s independent registered accounting firm, KPMG LLP, the Company’s audited financial statements as of and for the year ended December 31, 2014. The Audit Committee also discussed with KPMG LLP the matters under Public Company Accounting Oversight Board standards, including among other things, matters related to the conduct of the audit of our financial statements.

The Audit Committee received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP the firm’s independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

Audit Committee

Jed H. Pitcher, Chair

Paul G. Child

Ronald F. Hunt

Marianne M. Keler

Robert S. Strong

OWNERSHIP OF COMMON STOCK

The following table provides information about each stockholder known to Sallie Mae to beneficially own more than five percent of the outstanding shares of our Common Stock, based solely on the information filed by each such stockholder in 20152017 for the year ended December 31, 2014,2016, on Schedule 13G, as amended, as applicable under the Exchange Act. As of February 28, 2015,2017, the Company had 424,904,045431,035,632 outstanding shares of Common Stock.

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 (as hereinafter defined) 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 takes into account 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 February 28, 2015,March 31, 2017, unless noted otherwise. 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. Quinlan is included in Proposal 1—Election of Directors.

EXECUTIVE COMPENSATION

NOMINATIONS, GOVERNANCE AND COMPENSATION COMMITTEE REPORT

The Nominations, Governance, and Compensation Committee (the “NGC Committee”) ofyear ended December 31, 2016 marked another successful year for Sallie Mae. We remain the Company’s Board of Directors was created shortly afterleader in the Spin-Off and we were then appointed. As prior members of either the Company’s or the Bank’s Board of Directors, we had the benefit of working with, and understanding the planning and actions of, the predecessor Compensation and Personnel Committee of Old SLM’s Board of Directors (the “Compensation Committee”) in preparation for the Spin-Off. The Compensation Committee made many of the decisions under the Company’s executive compensation program reported in this Compensation Discussion and Analysis (“CD&A”). Decisions subsequent to the Spin-Off, most notably in respect to the post-Spin-Off changes to the executive compensation program and decisions made thereunder, have been made by us.

In connection with the Spin-Off, we entered into an employee matters agreement with Navient which allocates responsibility with respect to certain employee compensation matters. The Company is responsible for all compensation expense related to salaries, equity awards and annual bonuses paid or payable for 2014 to the NEOs that remained with the Company after the Spin-Off. Navient is responsible for all one-off cash bonuses paid to those NEOs prior to the Spin-Off, including those paid in recognition of its completion. As described below, equity awards held by NEOs at the time of the Spin-Off have been adjusted to reflect the effects of the Spin-Off and to preserve the market value of the original equity awards. For purposes of eligibility and vesting under the adjusted awards, our NEOs are credited with service for any period of employment with either Sallie Mae or Navient.

The extent of the transformative changes to the Company brought about by the Spin-Off cannot be overstated. The Spin-Off resulted in a Company with slightly more than ten percent of the total assets, liabilities and business of Old SLM but completely focused on a consumer banking franchise. Since May 1, 2014 the Company has made significant changes to its senior management team, including the appointment of Raymond J. Quinlan as our Chairman of the Board of Directors and Chief Executive Officer; establishment of fully staffed loan collection, servicing and customer advocacy operations independent from Navient; hiring of approximately 260 employees; and centralizing all functions and oversight of its Private Education Loan business withinmarketplace. Our Earnings Per Share were $0.53 a share, up a solid 36 percent compared to 2015’s adjusted number of $0.39 (adjusted number excludes $0.20 attributable to gains on sales of loans in 2015). In addition, in 2016, our originations were up 8 percent. The total portfolio of private student loans grew a solid 34 percent, and our net interest income grew 27 percent. We had total net charge-offs (as a percentage of average loans in repayment) of under 1 percent; 96 basis points compared to 82 basis points in 2015.

Our capital position improved enough that we were able to retain all of our loan production and accelerate its wholly owned subsidiary bank, Sallie Mae Bank (the “Bank”). While the Company’s compensation philosophy and objectives have remained the same, thisgrowth rate. This past year, we concludedalso launched a parent loan product that we think is extremely well positioned to benefit from favorable market conditions, if there are expansions in the near termprivate loan market over the course of the coming years. We continued to invest in improving our customer experience. We on-shored our call centers from the Philippines to the United States and took additional steps of bringing our servicing call center in-house, so we shouldcould manage the customer experience more effectively. In addition, we continued to improve our online servicing platform. Collectively, these steps led to an improved customer satisfaction rating in 2016.

We have worked carefully tailorand deliberately with our management and independent compensation consultant to recognize our employees for their 2016 performance in a manner that reflects the Company’sstrength of our results. In 2016, we introduced performance stock units as a component of our long-term incentive compensation program for Named Executive Officers. The program provides a critical tool to align executive compensation program to makewith the objectives of pay-for-performance and retention of top executives our highest priorities.

The NGC Committee recognizes many of our recent decisions are, like the current statelong-term performance of the Company transitional in nature. We will continueand our shareholder interests. In addition, we continued to revisitrequire the deferral into RSUs of a portion of our Executive Officers’ annual bonuses, as well as awarding equity to our management employees across the Company.

These components of our compensation program have been added by our Committee to promote prudent management decision-making and reviseto profitably drive the evolution of our executive compensation approach, goalsconsumer banking business, all while ensuring we motivate, reward, and metrics as the Company’s business evolves in the coming years. For 2014 and 2015 we have intentionally placed greater emphasis on simplicity, transparency and making clearer connections between individual performance and compensation. We recognize the critical and immediate importance of successfully completing the build-out of operational, financial and risk oversight capabilities independent from Navient, even though these efforts may not translate immediately into the achievement of short-term corporate financial targets.retain employees.

We also recognize that while one of the key objectives of the Spin-Off was to allow our stockholders, including our executives, the opportunity to share in the full value created by the Spin-Off, doing so necessarily resulted in complex reallocations of existing equity award values among Navient and SLM equity awards at the same time as the Company was making significant internal promotions to key senior executives to secure its future success. Against this backdrop, we believe that in the near term the possible uncertainties associated with issuing long-term equity-based incentive awards that utilize financially-based, corporate performance targets create an unacceptable retention risk in light of the Company’s limited stand-alone historical performance and relatively new senior executive team.

In conclusion, we have reviewed and discussed with management the CD&ACompensation Discussion and Analysis contained in this proxy statement. Based on this review and discussion, we have recommended to the Board of Directors its inclusion herein and its incorporation by reference in the Company’s Annual Report on Form 10-K for the year ending December 31, 2014.2016.

NGC Committee*Nominations, Governance and Compensation Committee*

William N. Shiebler, Chair

Carter Warren Franke

Earl A. Goode

Ronald F. HuntJim Matheson

Jed H. Pitcher

COMPENSATION DISCUSSION AND ANALYSIS

For purposes ofExecutive Summary

In this Compensation Discussion and Analysis (“CD&A”), references we describe our compensation practices and programs in the context of our five most highly compensated executive officers (hereinafter “Named Executive Officers” or “NEOs”). It is worth noting our compensation practices and programs applicable to “SLM Corporation,” “Sallie Mae,”our NEOs in many cases also apply to senior executive employees beyond our NEOs.

Named Executive Officers

For the “Company,” “we,” “our” or “us” with respect to any period prior to the datefiscal year ended December 31, 2016, our Named Executive Officers were:

Achievement of the Spin-Off means and refers to SLM Corporation, the stand-alone consumer banking business as constituted after the Spin-Off. Additionally, with respect to pre-Spin-Off periods, SLM Corporation is also sometimes referred to herein as “Old SLM.”2016 Management Objectives

2014 Performance

As set forth in more detail below, theThe Company met or exceeded most of its financial and operational goals for 2016 and was in the eight months following the Spin-Off, and ledtop quartile of its compensation peer group in total shareholder return for 2014. The NGC Committee took this performance into account in making compensation decisions.

Compensation Philosophywith respect to earnings per share and Objectives

The philosophy underlying our executive compensation program is to provide a competitive total compensation program tied to performanceasset growth, operating efficiency improvements, and aligned with the interests of our stockholders. Our objective is to recruitreturns on equity and retain high quality executives and staff necessary to deliver continuously high stockholder value. Our NGC Committee believes performance must always be evaluated and compared against the goals of the business and assessed in the context of the market and business conditions in which we operate.

In 2014, we used the following principles to implement our compensation philosophy and achieve our executive compensation program objectives:assets.

Although in this CD&A we describe our programs in the context of our executives, it is important to note our programs generally have broad eligibility and, therefore, in most cases apply to senior executive populations outside the NEOs as well. The most notable exception to this approach relates to those specific NEO one-time bonus, severance and retention payments described herein made in connection with the Spin-Off.

Achievement of 2014 Management Objectives

Post Spin-Off, we set out five major goals for the remainder of the year to create shareholder value. They were: (1) prudently grow Private Education Loan assets and revenues; (2) maintain our strong capital position; (3) complete necessary steps to permit the Bank to independently originate and service Private Education Loans; (4) continue to expand the Bank’s capabilities and enhance risk oversight and internal controls; and (5) manage operating expenses while improving efficiency and customer experience.

The following describes our performance relative to each of these goals.

Prudently Grow Private Education Loan Assets and Revenues

We•  Originated $4.7 billion in new Private Education Loans in 2016, compared with $4.3 billion in 2015, an increase of 8 percent. As our business, capital and balance sheet continued to pursue managed growth ingrow, we were able to exceed our annual Private Education Loan portfolioorigination targets for the year.

•  Maintained our FICO scores and cosigner rates on our 2016 originations at levels similar to those at which we ended 2015. The average FICO scores at approval and the cosigner rates for originations for the year ended December 31, 2016 were 748 and 89 percent, compared with 749 and 90 percent in 2014the year ended December 31, 2015.

Management Objective		Highlights
Enhance Customers’ Experience by leveraging ourFurther Improving Delivery of Products and Services		•  All servicing is now conducted by in-house Sallie Mae associates. •  Additional customer service sites have opened to provide redundancy during key processing periods. •  Provided agents with improved procedures and Upromise brandstechnology. •  Increased our efforts to further clarify and our relationships with more than two thousand collegessimplify customer communications on important topics, such as payment options, by seeking to standardize information across platforms. •  Expanded functionality and universities while sustaining the credit quality of, and percentage of cosigners for, new originations. We originated $4.1 billion in new loans in 2014, compared with $3.8 billion in 2013. We also continuedinformation available to help our customers manage their borrowingsonline. •  Implemented a customer feedback process, which provided us the ability to gain insights from customers at key points of interaction. This enabled us to identify areas of opportunity and succeed in their repayment, which we expect will result in lower charge-offsimprove customer satisfaction.
Sustain Consumer Protection Improvements Made Since the Spin-Off and provision for loan losses. MaintainFurther Enhance Our Strong Capital PositionRisk Oversight		The Bank’s goal is to remain well-capitalized at all times. The Bank is required by its regulators,•  Redesigned Servicemembers Civil Relief Act processes and procedures have the UDFI and the FDIC, to comply with mandated capital ratios. The Company is a source of strength for the Bank. The Board of Directors and management evaluated the change in the Bank’s ownership structure, the quality of assets, the stability of earnings, and the adequacyapproval of the allowance for loan lossesDepartment of Justice (“DOJ”) and believe that currentall required restitution activities under the Federal Deposit Insurance Corporation Consent Order and projected capital levels are appropriate at December 31, 2014. As of December 31, 2014, the Bank had a Tier 1 leverage ratio of 11.5 percent, a Tier 1 risk-based capital ratio of 15.0 percent and total risk-based capital ratio of 15.9 percent, exceeding the current regulatory guidelines for well capitalized institutions by a significant amount. Complete Necessary Steps to Permit the Bank to Independently Originate and Service Private Education Loans On April 30, 2014, we completed our plan to legally separate into two distinct publicly traded entities—an education loan management, servicing and asset recovery business, Navient, and a consumer banking business, SLM Corporation. On October 13, 2014, we completed the operational separation of our servicing platforms and related personnel from Navient and launched our new customer service operation. At the time of this filing, the Bank continues to rely on Navient for loan origination capabilities provided under a transition services agreement entered into with Navient in connection with the Spin-Off. The key project remaining to complete the Bank’s full separation from Navient is the separation of these origination functions. We are currently in the process of completing and testing a new loan originations platform. Our objectives are to implement, complete and begin use of the new loan originations platform in the first half of 2015. While the Bank is not at risk of losing access to Navient’s originations platform for 2015 and beyond, completing the full separation of the Bank’s operations from Navient resources is one of our top goals for 2015. Continue to Expand the Bank’s Capabilities and Enhance Risk Oversight and Internal Controls Since the beginning of the year we have added approximately 720 employees to the Bank, primarily through transfers of the Company’s or its subsidiaries’ existing employees, complemented by external hires. We have also undertaken significant work to establish that all functions, policies and procedures transferred to the Bank in the Spin-Off are sufficient to meet currently applicable bank regulatory standards. We continue to prepare for our expected growth and designation of the Bank as a “large bank,” which will result in enhanced regulatory scrutiny. For 2014, the following key initiativesDOJ Consent Order have been completed. Creation of Board-level Risk and Compliance Committees.    In connection with•  Continued the Spin-Off, we have created additional Board-level committees at the Company and the Bank to provide more focused resources and oversight with respect to the continuing development of our enterprise risk management functions and framework, as well as our consumer protection regulatory compliance management system. Significant Additions to Management Team and Risk Functions.    We hired a new Chief Executive Officer, Chief Audit Officer, and Chief Risk Officer, all with extensive experience in the banking and financial services industries. In 2014, we have doubled our Internal Audit staff through experienced external hires. In addition, our new Chief Risk Officer is in the process of enhancing the talent and capabilities of the Enterprise Risk Management organization. Continuing Development of our Internal Controls Environment.    During 2014, our management and Board of Directors reviewed and approvedcapability, including significant advances in the EnterpriseModel Risk Management Framework and Policy, the Risk Appetite Statement and related metrics, thresholds and limits. Our Chief Risk Officer is responsible for maintaining the Enterprise Risk Management Framework and its components across the organization to identify, remediate, control and monitor significant risks. Additionally, the internal risk oversight committee structure has been revised to achieve greater clarity and to consolidate decision making. Prior management committees have been incorporated into the Enterprise Risk Committee and its sub-committees. Enhanced Compliance with Consumer Protection Laws.    As part of our compliance with the terms of the 2014 FDIC Order discussed elsewhere, we made significant changesarea and enhancements to our complianceGovernance, Risk and Compliance platform. These programs contributed to our successful Dodd-Frank Act Stress Test submission during 2016. •  The Manager’s Assessment of Risk and Controls entered its second year of use and is proving effective in assisting the first lines of defense in the management systemsof their internal controls.
Successfully Launch One or More Complementary New Products to Increase Level of Engagement with Customers		•  Launched a Private Education Loan product permitting parents to borrow and program in 2014. This work will be ongoing through 2015. Enhanced Vendor Management Function.    As part of the transition and development of the Bank’s capabilities in connection with the Spin-Off, we undertookfund their children’s education without a full review and redesign of our vendor management function. While Navient will, over time, cease to be the Bank’s dominant, third-party vendor, the number of third-party vendors on whom we rely and the volume of work we obtain from them has increased significantly.student co-borrower.
Manage Operating Expenses While Improving Efficiency and Customer Experience		In 2014 we incurred the costs of the Spin-Off and related operational separation as well as expenses associated with having•   Continued to add additional employees to fully staff up as a stand-alone company. Throughout this process we remained disciplined in our expenditures while making sure we are making the necessary investments to improve our customer experience. We will measure our effectiveness in managing operating expenses by monitoring our non-GAAP operating efficiency ratio. Our efficiencyThis ratio is calculated as operating expense, excluding restructuring and other reorganization expenses, divided by net interest income after provisionwas 40.2 percent for loan losses and other income. For the year ended December 31, 2014 this ratio was 43 percent2016, compared with 4046.8 percent fromand 45.3 percent for the year-ago period. Our long-term objective isyears ended December 31, 2015 and 2014, respectively.

For additional information with regard to each of these objectives and their achievement, see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2017. For a description of how we calculated our non-GAAP “operating efficiency ratio” for the periods presented, see Part II, Item 6, “Selected Financial Data” in the Company’s 2016 Form 10-K.

Compensation Practices Summary

Chief Executive Officer Compensation Summary for 2016

Allocation of Compensation

The NEOs’ total compensation for 2016 consisted of base salaries, annual bonuses (determined and paid in cash and RSUs in early 2017), and LTIP awards of RSUs and PSUs granted in early 2016. Set forth below are the 2016 pay mix for these elements for Mr. Quinlan, and for Messrs. McGarry, Rocha, Thome, and Dale as a group.⁽¹⁾

(1) Mr. Thome’s appointment as an Executive Officer occurred after the 2016 grant resulting in his LTIP award consisting of 100 percent RSUs.

Compensation Philosophy and Elements of Compensation

The pay-for-performance philosophy underlying our executive compensation program provides a competitive total compensation program tied to both Company and individual performance and aligned with the interests of our stockholders. We use the following principles to implement our compensation philosophy and achieve our executive compensation program objectives:

The compensation program in 2016 for our NEOs consisted of seven elements. These elements, as well as the reasons why each was chosen and the ways in which each achieves our compensation objectives, are described below: