Peter Graham
SLMAbout Peter Graham
Peter M. Graham, age 59, is Executive Vice President, Chief Financial Officer and Treasurer of SLM Corporation (Sallie Mae). He joined SLM as EVP in September 2023, became CFO in October 2023, and added Treasurer in June 2024; previously he was EVP & CFO at PRA Group (2016–2023) and held various executive finance roles at GE Capital (2002–2016) . Under Graham’s finance leadership, SLM executed a sale of $3.7B of private education loans in 2024 (recognizing a $255M gain) and repurchased 11.6M shares, while delivering 2024 GAAP diluted EPS of $2.68 and net income of $590M; the company’s three-year TSR was 51.23% through 12/31/2024 versus 4.83% for its peer group, ranking in the 60th percentile . Shareholders showed strong support for pay practices with 96.6% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLM Corporation | EVP (Sep 2023–Oct 2023); EVP & CFO (Oct 2023–Jun 2024); EVP, CFO & Treasurer (Jun 2024–present) | 2023–present | Executed $3.7B loan sale (2024), $255M gain; led repurchase of 11.6M shares (2024) |
| PRA Group, Inc. | Executive Vice President & Chief Financial Officer | 2016–2023 | Not disclosed in SLM proxy |
| GE Capital | Various Executive Finance Roles | 2002–2016 | Not disclosed in SLM proxy |
External Roles
No external public-company directorships or committee roles were disclosed for Graham in SLM’s proxy filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $156,154 | $580,000 |
| Target AIP (% of Salary) | 150% (pro‑rated eligibility in 2023) | 150% |
| Actual AIP Paid ($) | $290,000 | $1,392,000 |
| Bonus ($) | $460,000 sign‑on cash bonus | — |
| Stock Awards ($) | $849,991 (RSUs at hire) | $1,352,664 (RSUs + PSUs) |
| All Other Compensation ($) | $0 | $7,277 |
Performance Compensation
2024 AIP Metrics and Funding
| Metric | Min | Target | Max | Actual | Award Factor | Weighting | Funding Score |
|---|---|---|---|---|---|---|---|
| Adjusted Income Per Share | $7.32 | $8.07 | $8.82 | $8.41 | 146% | 40% | 58% |
| Loan Originations ($MM) | $6,612 | $6,862 | $7,112 | $7,013 | 160% | 25% | 40% |
| Adjusted Non‑interest Expenses ($MM) | $576.5 | $551.5 | $526.5 | $536.0 | 162% | 20% | 32% |
| Net Charge‑Offs ($MM) | $405.2 | $355.2 | $305.2 | $332.5 | 145% | 15% | 22% |
| Total AIP Funding | — | — | Cap 150% | — | — | — | 150% |
2024 AIP Target and Payout (NEO)
| NEO | Target AIP (% Salary) | 2024 Target ($) | 2024 AIP Payout ($) |
|---|---|---|---|
| Peter M. Graham | 150% | $870,000 | $1,392,000 |
Long-Term Incentive (LTI) Structure and Grants
- Design: 50% RSUs (time‑based, vest 1/3 annually over 3 years); 50% PSUs (cliff vest in 2027 based on relative TSR; one‑year post‑vest holding) .
- PSU metric: Relative TSR vs peers in S&P Supercomposite Consumer Finance and S&P 400 Regional Bank sub‑industries; payout from 0%–200% .
| Grant | Date | Type | Shares/Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| LTIP | 2/16/2024 | RSU | 32,210 | $649,998 |
| LTIP | 2/16/2024 | PSU (Target) | 33,129 (Max 66,258) | $702,666 |
| New‑hire | 10/30/2023 | RSU | 44,219 | $849,991 (in 2023 SCT) |
Vesting Schedules (as of 12/31/2024)
| Award | Grant Date | Tranche 2025 (#) | Tranche 2026 (#) | Tranche 2027 (#) |
|---|---|---|---|---|
| RSU | 10/30/2023 | 22,109 | 22,110 | — |
| RSU | 2/16/2024 | 10,958 | 10,960 | 10,961 |
| PSU (Target) | 2/16/2024 | — | — | 33,817 (at target) |
Notable PSU outcome: 2022 PSU grants for other NEOs vested at 170% in Feb 2025 on relative TSR at the 85th percentile; Graham did not receive 2022 PSUs due to start date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Record Date 4/21/2025) | 22,897 shares; <1% of class out of 209,856,503 outstanding |
| Unvested RSUs (12/31/2024) | 110,915 units; market value $3,059,036 (at $27.58) |
| Options | None held by Graham |
| Ownership Guidelines | EVP must hold ≥3× base salary; all NEOs compliant as of 12/31/2024 |
| Sales Constraints under Guidelines | If below requirement, sales limited; executives other than CEO may sell up to 25% of net shares annually subject to compliance checks |
| Hedging/Pledging | Prohibited for directors, executive officers, and senior management |
Employment Terms
| Provision | Economics / Terms |
|---|---|
| Offer Letter (Aug 25, 2023) | Base $580,000; pro‑rated 2023 AIP target 150% of salary; $460,000 sign‑on cash bonus; $850,000 RSU grant under 2023 LTIP |
| Executive Severance Plan (non‑CIC) | EVP multiplier = 1.0× (base + target AIP); COBRA + outplacement; conditions include release and restrictive covenants |
| Change‑in‑Control Severance Plan | EVP multiplier = 2.0× (base + target bonus); double‑trigger; equity generally continues, with accelerated vesting if not assumed; COBRA subsidy + outplacement |
| Potential Payments (12/31/2024) | CIC without termination: total $5,997,040; CIC with qualifying termination: total $4,543,038; Death/Disability: total $4,509,036 |
Compensation Structure Analysis
- Equity mix shifted toward PSUs with a pure relative TSR metric and a one‑year post‑vest hold, increasing at‑risk, performance‑linked pay and alignment with shareholder returns .
- AIP is quantitatively funded on core operating metrics (Adjusted EPS, originations, expenses, net charge‑offs) with a 150% cap, plus individual performance assessment, and clawback/risk adjustments—indicative of strong pay‑for‑performance discipline .
- No excise tax gross‑ups; double‑trigger CIC; no hedging or pledging—all investor‑friendly governance features .
Related Party Transactions and Red Flags
- SLM reports “No hedging or pledging” and no excise tax gross‑ups; change‑in‑control benefits require double‑trigger, and there are clawback policies—mitigating common red flags .
- Section 16(a) compliance and ownership tables are disclosed; no related‑party transactions for Graham are disclosed in the proxy excerpts provided .
Compensation Peer Group (Benchmarking)
| Peer Group Companies (2023/2024) |
|---|
| Ally Financial (ALLY); Axos Financial (AX); BankUnited (BKU); Commerce Bancshares (CBSH); Credit Acceptance (CACC); Enova (ENVA); F.N.B. (FNB); LendingClub (LC); LendingTree (TREE); OneMain (OMF); Prosperity Bancshares (PB); SoFi (SOFI); Synovus (SNV); Upstart (UPST) |
Say-on-Pay & Shareholder Feedback
| Year | Approval (%) |
|---|---|
| 2024 | 96.6% |
| 2023 | 98.1% |
| 2020–2022 | 94.4%, 89.3%, 98.6% |
Expertise & Qualifications
- Senior finance leadership across consumer finance and banking adjacencies; CFO roles at PRA Group and SLM; extensive GE Capital experience in risk, capital and operations .
- As CFO, achievements include major balance sheet transactions, capital return execution, and risk program oversight (market, liquidity, capital, SOX) .
Performance & Track Record (SLM during tenure)
- Company highlights: 2024 net income $590M; GAAP diluted EPS $2.68; $7.0B originations (+10% YoY); NIM 5.19%; net charge‑offs $332.5M; total assets $30.1B; 11.6M shares repurchased .
- Three‑year TSR 51.23% vs peer group 4.83% (60th percentile) .
Equity Ownership & Vesting Timeline (Insider Selling Pressure)
- Upcoming RSU vesting tranches in 2025 and 2026 total 33,067 shares, with an additional 10,961 shares in 2027; PSUs target 33,817 cliff vest in 2027, subject to TSR performance and a one‑year holding period thereafter .
- SLM withholds or facilitates share sales to cover taxes on vesting events (company‑wide aggregate withholding disclosed), which can create periodic supply but is governed by policy and ownership guidelines .
Board Governance and Compensation Committee
- Compensation Committee members: Mark Lavelle (Chair), Mary Carter Warren Franke, Christopher T. Leech, Ted Manvitz; independent oversight; annual risk reviews; independent consultant retained .
Employment & Contracts (Retention Risk)
| Item | Detail |
|---|---|
| Tenure in current role | CFO since Oct 2023; Treasurer added Jun 2024 |
| Ownership guideline | 3× base salary for EVPs; compliance as of 12/31/2024 |
| Severance protections | Executive Severance Plan (EVP multiplier 1.0×); CIC Plan (EVP multiplier 2.0×; double‑trigger; potential equity acceleration if not assumed) |
| Non‑compete/solicit | Not specified in excerpts; restrictive covenants required in severance agreements |
Investment Implications
- Alignment: High share‑price linkage via 50% PSUs on relative TSR with a post‑vest holding requirement, plus strict anti‑hedging/pledging and robust ownership guidelines, support investor alignment and reduce governance risk .
- Retention: Significant unvested RSUs/PSUs and double‑trigger CIC protections provide retention incentives; vesting cadence (2025–2027) suggests ongoing service commitment and controlled selling capacity under guidelines .
- Execution signals: 2024 actions (large loan sale at gain, aggressive buybacks) and strong AIP metric performance indicate disciplined capital management and operational delivery under Graham’s finance leadership .
- Compensation risk: No excise tax gross‑ups or single‑trigger benefits; quantitative AIP funding with clawbacks mitigates excessive risk‑taking; say‑on‑pay support (>96%) reduces near‑term governance overhang .