Munish Pahwa
SLMAbout Munish Pahwa
Executive Vice President and Chief Risk Officer of SLM Corporation (Sallie Mae); age 55. Tenure at SLM spans June 2021–present with progressive leadership in credit and enterprise risk, culminating in CRO since November 2023 . Company performance in 2024 included $590 million GAAP net income, $2.68 diluted EPS, and $7.0 billion in private education loan originations; three-year TSR was 51.23% vs. 4.83% peer group, reflecting strong value creation during the period overlapping his risk leadership ramp-up .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLM Corporation | EVP & Chief Risk Officer | Nov 2023–present | Leads enterprise risk management; oversees risk reviews of incentive plans; aligns risk appetite with loan growth, securitization, and capital return programs . |
| SLM Corporation | EVP & Chief Risk Officer and Chief Credit Risk Officer | Jul 2023–Nov 2023 | Transitionary leadership bridging credit risk and broader CRO remit; strengthened underwriting and risk governance . |
| SLM Corporation | SVP, Chief Credit Risk Officer & Interim CRO | Feb 2023–Jul 2023 | Interim CRO responsibilities; continued enhancement of credit administration practices . |
| SLM Corporation | VP, Chief Credit Risk Officer & Interim CRO | Jan 2023–Feb 2023 | Extended interim CRO remit; stabilized risk processes . |
| SLM Corporation | VP, Chief Credit Risk Officer | Jun 2021–Jan 2023 | Led credit policy/underwriting; supported portfolio quality improvements . |
| Bank of America, N.A. | SVP, Consumer Credit Executive | 2006–Jun 2021 | Senior leadership in consumer credit; deep experience in risk strategy and operations . |
External Roles
- No public external directorships or committee roles disclosed for Pahwa in the latest proxy and filings .
Fixed Compensation
- Executive program elements (applies to EVPs like the CRO): base salary; Annual Incentive Plan (AIP) cash bonus; long-term equity (RSUs vesting 1/3 per year over 3 years and PSUs vesting after 3 years on relative TSR with 1-year post-vest holding); benefits; deferred compensation; and severance protections via executive plans .
Performance Compensation
AIP structure and 2024 outcomes (company-level):
| Metric | Weight | Min | Target | Max | Actual | Award Factor | Funding Metric Score |
|---|---|---|---|---|---|---|---|
| Adjusted Income Per Share (Non-GAAP) | 40% | $7.32 | $8.07 | $8.82 | $8.41 | 146% | 58% |
| Loan Originations | 25% | $6,612mm | $6,862mm | $7,112mm | $7,013mm | 160% | 40% |
| Adjusted Non-interest Expenses (Non-GAAP) | 20% | $576.5mm | $551.5mm | $526.5mm | $536.0mm | 162% | 32% |
| Net Charge-Offs | 15% | $405.2mm | $355.2mm | $305.2mm | $332.5mm | 145% | 22% |
| Total AIP Funding | — | — | — | — | — | — | 150% cap |
- PSU design: 0–200% vesting based on relative TSR vs. defined peer indices over 3 years; one-year mandatory holding after vesting .
- Most important performance measures used in 2024 compensation decisions: Relative TSR, Adjusted Income Per Share, Loan Originations, Adjusted Non-interest Expenses, Net Charge-Offs .
Equity Ownership & Alignment
- Beneficial ownership (as reported via Form 4 and news summaries):
- May 10, 2025: Sold 5,000 shares at $21.9452 average; total ~$109,726; remaining stake 75,041.4315 shares (includes DEUs on RSUs) .
- May 28, 2025: Sold 10,000 shares for $340,821 per recent summary of SEC filing .
- Company Form 4 filings for Pahwa: Feb 20, 2025 (RSU-related), Feb 20, 2024, and Jul 2, 2024 (transactions) .
Insider transactions snapshot:
| Date | Type | Shares | Price | Value | Remaining Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-05-10 | Sale | 5,000 | $21.9452 | $109,726 | 75,041.4315 | |
| 2025-05-28 | Sale | 10,000 | $34.0821 | $340,821 | Not stated | |
| 2025-02-20 | Form 4 (RSU-related activity) | — | — | — | — | |
| 2024-07-02 | Form 4 | — | — | — | — | |
| 2024-02-20 | Form 4 | — | — | — | — |
Alignment and policies:
- Stock ownership guidelines: EVPs must hold common stock equal to 3x annual base salary; applies to Pahwa’s EVP role (company does not disclose his compliance status) .
- Hedging/pledging prohibited for directors, executive officers, and senior management (no margin purchases, no pledging) .
- Equity vesting mechanics generally: RSUs vest in one-third increments over 3 years; PSUs cliff-vest after 3 years on relative TSR, followed by a one-year holding period .
Employment Terms
- Executive Severance Plan (June 18, 2024): For EVPs, severance upon qualifying termination equals 1.0x (multiplier) times base salary plus target AIP, paid in lump sum; includes outplacement and COBRA subsidy; subject to release and risk adjustment provisions .
- Amended Change-in-Control Severance Plan (June 18, 2024): For titles above SVP (including EVP), severance upon qualifying termination within 6 months pre/24 months post-CIC equals 2.0x (multiplier) times base salary plus target bonus; equity generally continues or accelerates if awards are not assumed; COBRA subsidy provided .
- Clawbacks: Equity and AIP awards subject to clawback for misconduct, excessive risk-taking, or material financial restatement; separate Rule 10D-1-compliant financial restatement recovery policy for executive officers .
Performance & Track Record
- 2024 company highlights: GAAP net income $590 million; diluted EPS $2.68; private education loan originations $7.0 billion (+10% YoY); non-interest expenses down to $642 million; net charge-offs $332.5 million; total assets $30.1 billion .
- Three-year TSR: 51.23% (12/31/21–12/31/24), ranked 60th percentile vs. peer group; peer group TSR 4.83% .
- CRO role in compensation governance: Conducts forward-looking risk assessments, quarterly reviews of performance against incentive plans, and backward-looking program reviews to ensure incentives are risk-sensitive and do not encourage excessive risk-taking .
Compensation Structure Analysis
- Continued emphasis on at-risk pay via AIP and PSUs; AIP linked to earnings, originations, expenses, and credit quality, aligning CRO incentives to tighten underwriting and improve credit metrics .
- Robust governance: Independent Compensation Committee, annual risk assessments, and clawbacks reduce risk of misaligned incentives and encourage prudent execution .
Related Party Transactions and Governance
- Related party transaction controls overseen by Nominations and Governance Committee; CRO’s role supports compliance and risk oversight across consumer and banking regulations .
Investment Implications
- Alignment: PSU payout tied solely to relative TSR with mandatory post-vest holding fosters long-term orientation; RSU time-vesting smooths realized comp, while ownership and anti-hedging/pledging rules reinforce skin-in-the-game .
- Retention and liquidity: Two reported insider sales in May 2025 suggest some ongoing liquidity needs; remaining reported stake (75k+ shares including DEUs after the May 10 sale) indicates continued exposure to equity value, though Form 4s should be monitored for further activity and any sign of selling pressure around vest events .
- Risk governance: The CRO’s structured oversight of incentive plans and core AIP metrics (credit losses, expenses, originations, adjusted income per share) supports pay-for-performance and mitigates execution risk amid macro and regulatory uncertainties –.
- Company performance tailwinds: Strong TSR and improved profitability/efficiency in 2024 underpin incentive outcomes; continued discipline on credit and expenses remains key given portfolio charge-off dynamics and refinancing/prepayment risks .