Nicolas Jafarieh
Executive Vice President and Chief Legal, Government Affairs, and Communications Officer at 
SLM
SLMExecutive
About Nicolas Jafarieh
Executive Vice President and Chief Legal, Government Affairs, and Communications Officer at SLM Corporation; age 50; in current role since April 2022 after progressively senior legal and corporate secretary roles at SLM/Sallie Mae since 2008 . Company performance under the current leadership team showed three-year TSR of 51.23% through 12/31/2024 (vs 4.83% peer group), 2024 GAAP net income attributable to common of $590 million, GAAP diluted EPS of $2.68, and private education loan originations of $7.0 billion with total assets of $30.1 billion .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SLM Corporation | EVP, Chief Legal, Government Affairs, and Communications Officer | Apr 2022–present | Leads legal, government affairs, corporate communications, corporate governance; supports disclosure, compensation, and risk programs . |
| SLM Corporation | SVP, Chief Legal, Government Affairs, and Communications Officer | Aug 2020–Apr 2022 | Expanded remit to government affairs and communications amid strategy execution . |
| SLM Corporation | SVP and General Counsel | Mar 2018–Aug 2020 | Oversaw legal function through growth initiatives and capital return . |
| SLM Corporation | SVP, Deputy General Counsel & Assistant Corporate Secretary | Feb 2017–Mar 2018 | Supported board oversight and corporate governance . |
| SLM Corporation | VP, Associate General Counsel & Assistant Corporate Secretary | Dec 2013–Feb 2017 | Advanced governance processes and regulatory compliance . |
| Sallie Mae, Inc. | Managing Director & Associate General Counsel | Feb 2010–Dec 2013 | Legal leadership during business transition period . |
| Sallie Mae, Inc. | Associate General Counsel | Jun 2008–Feb 2010 | Counsel on core business operations and compliance . |
External Roles
No external public company directorships or other external roles disclosed for Mr. Jafarieh in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $480,000 | $504,000 (5% increase approved to maintain market competitiveness and recognize 2023 contributions) |
| Target AIP bonus (% of base) | 125% | 125% |
| Actual AIP payout ($) | $709,800 | $1,008,000 |
Performance Compensation
Annual Incentive Plan (AIP) design and 2024 outcomes
| Funding metric | Min | Target | Max | Actual | Award factor | Weighting |
|---|---|---|---|---|---|---|
| Adjusted Income Per Share ($) | 7.32 | 8.07 | 8.82 | 8.41 | 146% | 40% |
| Loan Originations ($mm) | 6,612 | 6,862 | 7,112 | 7,013 | 160% | 25% |
| Adjusted Non‑interest Expenses ($mm) | 576.5 | 551.5 | 526.5 | 536.0 | 162% | 20% |
| Net Charge‑Offs ($mm) | 405.2 | 355.2 | 305.2 | 332.5 | 145% | 15% |
| Total AIP funding score | 150% (cap) |
AIP payout details for Mr. Jafarieh:
- Target AIP opportunity: 125% of base salary
- 2024 AIP payout (cash): $1,008,000
Long-Term Incentives (LTIP) — 2024 grants
| Grant type | Grant date | Units | Grant-date fair value ($) |
|---|---|---|---|
| RSUs | 2/16/2024 | 23,543 | $475,098 |
| PSUs (target) | 2/16/2024 | 24,215 | $513,600 |
- PSU design: relative TSR vs S&P Supercomposite Consumer Finance and S&P 400 Regional Bank peers over 2/16/2024–2/16/2027; payout 0–200%; one‑year mandatory holding period after vesting .
- 2022 PSU vesting: paid at 170% of target (85th percentile relative TSR) with mandatory one‑year hold to 2/24/2026; Mr. Jafarieh received 36,685 shares including DEUs .
Unvested award vesting schedules (as of 12/31/2024)
RSUs (by grant):
| Grant date | RSUs outstanding | Vests 2025 | Vests 2026 | Vests 2027 |
|---|---|---|---|---|
| 2/18/2022 | 6,821 | 6,821 (2025) | — | — |
| 2/17/2023 | 24,235 | 12,118 (2025) | 12,117 (2026) | — |
| 2/16/2024 | 24,032 | 8,009 (2025) | 8,011 (2026) | 8,012 (2027) |
PSUs (at target, by grant):
| Grant date | PSUs outstanding (target) | Vest year |
|---|---|---|
| 2/18/2022 | 21,580 | 2025 (certified at 170% actual) |
| 2/17/2023 | 32,856 | 2026 |
| 2/16/2024 | 24,718 | 2027 |
Equity Ownership & Alignment
Beneficial ownership (as of 4/21/2025 record date)
| Holder | Shares owned | Vested options | Total beneficial | % of class |
|---|---|---|---|---|
| Nicolas Jafarieh | 166,302 | 71,743 | 238,045 | <1% |
- Unvested stock awards market value (12/31/2024): $3,702,394 .
- Options: 71,743 exercisable; strike $17.65; expiration 2/5/2031; fully vested by 2/5/2024 (premium‑priced options granted 2/5/2021) .
- 2024 vesting activity: 43,362 shares vested; value realized $859,426 .
Alignment features:
- Stock ownership guidelines: EVPs must hold ≥3× base salary; all current NEOs (including Mr. Jafarieh) were in compliance as of 12/31/2024 .
- Sales restrictions: Executives cannot sell if below guidelines; CEO has stricter no‑sale until full compliance; annual 25% net‑shares sale cap for EVPs not yet at guideline, measured as of March 31 .
- Hedging/pledging: Prohibited for directors, executive officers, and senior management; no margin purchases or pledging allowed .
Employment Terms
- Executive Severance Plan (effective 6/18/2024): Upon qualifying termination (without cause/for good reason/job abolishment), lump sum equals multiplier × (base salary + target AIP); EVP multiplier = 1.0; plus outplacement and COBRA subsidies; risk‑related reductions can apply .
- Change‑in‑Control Severance Plan (effective 6/18/2024): Double‑trigger; for Senior VP+; EVP multiplier = 2.0; explicitly applicable to Mr. Jafarieh; includes outplacement and COBRA subsidies; equity generally continues or accelerates if not assumed, with performance measured at ≥target or actual to date; holding the greater of target or actual when accelerated .
- Clawbacks: Adjustment Standard (misconduct/excessive risk or restatement due to negligence/misconduct/fraud) enables recoupment/forfeiture; Financial Restatement Compensation Recovery Policy mandates recovery of erroneously awarded executive incentive compensation over the prior three years, regardless of fault; policies filed as exhibits to 2024 Form 10‑K .
- Insider Trading Policy: Governs all director/officer/employee transactions; filed as 19.1 exhibit to 2024 Form 10‑K .
- Equity grant practices: Annual grants in Q1 during open windows; no strategic timing with MNPI; company does not currently grant options/SARs (legacy options remain outstanding) .
Performance & Track Record
- Led legal, government affairs, communications and corporate governance; provided counsel on strategy, disclosure, compensation, and risk programs; enhanced public relations shaping perceptions of private student lending; redesigned data privacy architecture .
- Supported effective Board oversight of risk/regulatory matters; contributed to execution across strategic imperatives and risk management culture .
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group (unchanged in 2024): Ally, Axos, BankUnited, Commerce Bancshares, Credit Acceptance, Enova, F.N.B., LendingClub, LendingTree, OneMain, Prosperity Bancshares, SoFi, Synovus, Upstart .
- Say‑on‑pay approval: 96.6% FOR at June 2024 annual meeting; five‑year history ≥89% annually .
Investment Implications
- High pay‑for‑performance alignment: 2024 AIP funded at 150% on strong delivery vs targets; LTIP uses relative TSR with mandatory one‑year hold, reinforcing long‑term alignment .
- Upcoming equity events: Meaningful RSU tranches vest in 2025–2027 (6,821 + 12,118 + 8,009 in 2025; 12,117 + 8,011 in 2026; 8,012 in 2027) and PSU cliffs in 2025/2026/2027, which can create periodic supply; option overhang is modest, fully vested, and premium‑priced ($17.65, expiring 2031) .
- Retention and change‑of‑control: Standardized severance (1.0× salary+target bonus for EVPs) and double‑trigger CIC terms (2.0×) mitigate abrupt departure incentives while avoiding single‑trigger windfalls; robust clawbacks and anti‑hedging/pledging strengthen governance and alignment .
- Company performance context: Strong three‑year TSR and operational metrics (EPS, originations, asset growth) provide favorable backdrop for incentive realizations; continued focus on credit quality and expense discipline embedded in AIP metrics supports risk‑balanced execution .