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Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Table in this proxy statement and the prior year’s proxy statement, the “compensation actually paid” to our CEOs (Raymond J. Quinlan through April 20, 2020, identified below as “CEO 1”, and Mr. Witter for the remainder of 2020 to present, identified below as “CEO 2”), and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR consisting of the S&P Supercomposite Consumer Finance
Sub-Industry
Index,
our
net income, and our Company-Selected Measure, relative TSR against a defined group of peers.
 
LOGO
 
 
                                   
Value of Initial Fixed $100
Investment Based on:
                    
                               
Fiscal
Year
(a)
  
SCT
for CEO 1
(b)
1
  
CAP to
CEO 1
(c)
2
  
SCT
for CEO 2
(d)
3
  
CAP to
CEO 2
(e)
2
  
Average
SCT
for other
NEOs
(f)
4
  
Average
CAP to
Other NEOs
(g)
2
          
TSR
(h)
5
      
Peer Group
TSR
(i)
5
      
Net Income
($ in mil-
lions)
(j)
          
Company-
Selected
Measure:
Relative
TSR
(k)
6
2023   $0   $0   $9,399,485   $14,463,384   $2,649,478   $3,539,537       $232.22  
 
   $142.50     $581.4    
 
   72nd
percentile
2022   $0   $0   $7,809,136   $3,242,518   $2,144,103   $1,683,781          $195.73  
 
   $110.91            $469.0       
 
   43rd
percentile
2021   $0   $0   $7,047,062   $19,612,482   $2,067,229   $2,891,752       $226.14  
 
   $137.67     $1,160.5    
 
   89th
percentile
2020   $9,819,626   $13,432,081   $11,106,257   $18,521,966   $1,993,290   $2,430,458  
 
  
 
   $140.90  
 
 
   $100.83  
 
   $880.7  
 
  
 
 
   98th
percentile
 
1
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Quinlan (our CEO until April 20, 2020) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 52 of our proxy statement filed with the SEC on April 22, 2021.
 
2
The dollar amounts reported in columns (c), (e), and (g) represent the amount of “compensation actually paid” (otherwise known as CAP), adjusted as follows in the table below, as determined in accordance with SEC rules. None of the equity awards held by our NEOs were forfeited during the preceding four years; therefore, no amounts are reported for forfeited awards. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included in the table below. Fair values set forth in the table below are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. Similarly, no adjustment is made for dividends because the amount associated with such dividends are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP for fiscal year 2020 through fiscal year 2022 can be found in the proxy statement filed with the SEC on April 27, 2023. The reconciliation from the Summary Compensation Table to CAP for fiscal year 2023 is summarized in the table below.
 
 
LOGO
 
Fiscal
Year
  
Executives
  
SCT
(a)
    
Grant
Date
Fair Value
of New
Awards
(b)
    
Year
End
Fair Value
of New
Awards
(i)
    
Change in
Fair Value
of Prior
Awards
(ii)
    
Change
in Fair
Value of
Vested
Awards
Granted
in Prior
Fiscal
Years
(iii)
  
Fair
Value of
Vested
Awards
Granted
and
Vested in
Current
Fiscal Year
(iv)
  
Fair Value
at Start of
Fiscal Year
of Awards
That
Failed to
Meet
Vesting
Conditions
(v)
  
Value of
Dividends
Paid on
Equity
Awards
not
reflected
in Fair
Value (vi)
  
Total Equity
CAP
(c)=(i)+(ii)+(iii)+
(iv)+(v)+(vi)
  
CAP
(d) =(a)-(b)+(c)
                     
2023
   CEO 2   $ 9,399,485     $ 5,789,457     $ 8,822,611     $ 2,316,896     ($286,152)   $0   $0   $0   $10,853,355   $14,463,384
2023
   Other NEOs   $ 2,649,478     $ 1,191,529     $ 1,753,742     $ 323,207     $4,639   $0   $0   $0   $2,081,588   $3,539,537
 
  (a)
The dollar amounts reported in the Summary Compensation Table for the applicable year.
 
  (b)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
 
  (c)
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:
 
  (i)
the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
 
  (ii)
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
 
  (iii)
for awards that are granted in prior years and vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year;
 
  (iv)
for awards that are granted and vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year;
 
  (v)
for awards that fail to meet vesting conditions during the fiscal year and are no longer outstanding; and
 
  (vi)
value of dividends not otherwise captured in the calculation of each Fair Value used to calculate CAP.
 
   
While the equity awards disclosed in the Summary Compensation Table are based on the grant date fair values computed in accordance with FASB ASC Topic 718, the equity award values disclosed pursuant to CAP in the table above are calculated in the following manner:
 
  •  
The stock prices used to calculate the figures in columns (i) and (ii) in the above table are as follows: $16.60 on December 31, 2022 and $19.12 on December 31, 2023. The stock prices used to calculate the figures in column (iii) in the above table are based on the closing prices on the vesting dates of the applicable awards.
  •  
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
 
  (d)
“Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.
 
3
The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Witter (our CEO from April 20, 2020 to present) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 53 of this proxy statement and on page 52 of the prior year’s proxy statement.
 
4
The dollar amounts reported in column (f) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 53 of this proxy statement and on page 52 of the prior year’s proxy statement. For each of 2020, 2021, 2022 and 2023, the other NEOs were:
 
   
2023
    Peter M. Graham, Kerri A. Palmer, Donna F. Vieira, Nicolas Jafarieh, Steven J. McGarry
2022
    Steven J. McGarry, Kerri A. Palmer, Donna F. Vieira, Daniel P. Kennedy
2021
    Steven J. McGarry, Kerri A. Palmer, Donna F. Vieira, Daniel P. Kennedy
2020
    Steven J. McGarry, Paul F. Thome, Donna F. Vieira, Daniel P. Kennedy
 
5
TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P Supercomposite Consumer Finance Sub-Industry Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2023.
 
6
Our Company-Selected Measure is Relative TSR consistent with the peer group used in the PSU metric under our annual Long-Term Incentive Program. For illustrative purposes, calculations within this column are based on
1-year
measurements (as opposed to the
3-year
relative TSR performance period regarding the Company’s PSUs). For purposes of relative TSR, the peer group used in the PSU metric under our annual Long-Term Incentive Program consists of: (i) the S&P Supercomposite Consumer Finance Sub-Industry Index and (ii) the S&P 400 Regional Bank
Sub-Industry
Index.
     
Company Selected Measure Name Relative TSR      
Named Executive Officers, Footnote
4
The dollar amounts reported in column (f) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table as set forth on page 53 of this proxy statement and on page 52 of the prior year’s proxy statement. For each of 2020, 2021, 2022 and 2023, the other NEOs were:
 
   
2023
    Peter M. Graham, Kerri A. Palmer, Donna F. Vieira, Nicolas Jafarieh, Steven J. McGarry
2022
    Steven J. McGarry, Kerri A. Palmer, Donna F. Vieira, Daniel P. Kennedy
2021
    Steven J. McGarry, Kerri A. Palmer, Donna F. Vieira, Daniel P. Kennedy
2020
    Steven J. McGarry, Paul F. Thome, Donna F. Vieira, Daniel P. Kennedy
      
Peer Group Issuers, Footnote TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the S&P Supercomposite Consumer Finance Sub-Industry Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form
10-K
for the year ended December 31, 2023. 		     
Adjustment To PEO Compensation, Footnote
 
 
LOGO
 
Fiscal
Year
  
Executives
  
SCT
(a)
    
Grant
Date
Fair Value
of New
Awards
(b)
    
Year
End
Fair Value
of New
Awards
(i)
    
Change in
Fair Value
of Prior
Awards
(ii)
    
Change
in Fair
Value of
Vested
Awards
Granted
in Prior
Fiscal
Years
(iii)
  
Fair
Value of
Vested
Awards
Granted
and
Vested in
Current
Fiscal Year
(iv)
  
Fair Value
at Start of
Fiscal Year
of Awards
That
Failed to
Meet
Vesting
Conditions
(v)
  
Value of
Dividends
Paid on
Equity
Awards
not
reflected
in Fair
Value (vi)
  
Total Equity
CAP
(c)=(i)+(ii)+(iii)+
(iv)+(v)+(vi)
  
CAP
(d) =(a)-(b)+(c)
                     
2023
   CEO 2   $ 9,399,485     $ 5,789,457     $ 8,822,611     $ 2,316,896     ($286,152)   $0   $0   $0   $10,853,355   $14,463,384
2023
   Other NEOs   $ 2,649,478     $ 1,191,529     $ 1,753,742     $ 323,207     $4,639   $0   $0   $0   $2,081,588   $3,539,537
 
  (a)
The dollar amounts reported in the Summary Compensation Table for the applicable year.
 
  (b)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
 
  (c)
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:
 
  (i)
the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
 
  (ii)
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
 
  (iii)
for awards that are granted in prior years and vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year;
 
  (iv)
for awards that are granted and vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year;
 
  (v)
for awards that fail to meet vesting conditions during the fiscal year and are no longer outstanding; and
 
  (vi)
value of dividends not otherwise captured in the calculation of each Fair Value used to calculate CAP.
 
   
While the equity awards disclosed in the Summary Compensation Table are based on the grant date fair values computed in accordance with FASB ASC Topic 718, the equity award values disclosed pursuant to CAP in the table above are calculated in the following manner:
 
  •  
The stock prices used to calculate the figures in columns (i) and (ii) in the above table are as follows: $16.60 on December 31, 2022 and $19.12 on December 31, 2023. The stock prices used to calculate the figures in column (iii) in the above table are based on the closing prices on the vesting dates of the applicable awards.
  •  
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
 
  (d)
“Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.
     
Non-PEO NEO Average Total Compensation Amount $ 2,649,478 $ 2,144,103 $ 2,067,229 $ 1,993,290
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,539,537 1,683,781 2,891,752 2,430,458
Adjustment to Non-PEO NEO Compensation Footnote
 
 
LOGO
 
Fiscal
Year
  
Executives
  
SCT
(a)
    
Grant
Date
Fair Value
of New
Awards
(b)
    
Year
End
Fair Value
of New
Awards
(i)
    
Change in
Fair Value
of Prior
Awards
(ii)
    
Change
in Fair
Value of
Vested
Awards
Granted
in Prior
Fiscal
Years
(iii)
  
Fair
Value of
Vested
Awards
Granted
and
Vested in
Current
Fiscal Year
(iv)
  
Fair Value
at Start of
Fiscal Year
of Awards
That
Failed to
Meet
Vesting
Conditions
(v)
  
Value of
Dividends
Paid on
Equity
Awards
not
reflected
in Fair
Value (vi)
  
Total Equity
CAP
(c)=(i)+(ii)+(iii)+
(iv)+(v)+(vi)
  
CAP
(d) =(a)-(b)+(c)
                     
2023
   CEO 2   $ 9,399,485     $ 5,789,457     $ 8,822,611     $ 2,316,896     ($286,152)   $0   $0   $0   $10,853,355   $14,463,384
2023
   Other NEOs   $ 2,649,478     $ 1,191,529     $ 1,753,742     $ 323,207     $4,639   $0   $0   $0   $2,081,588   $3,539,537
 
  (a)
The dollar amounts reported in the Summary Compensation Table for the applicable year.
 
  (b)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
 
  (c)
The recalculated value of equity awards for each applicable year includes the addition (or subtraction, as applicable) of the following:
 
  (i)
the
year-end
fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year;
 
  (ii)
the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year;
 
  (iii)
for awards that are granted in prior years and vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year;
 
  (iv)
for awards that are granted and vest in the applicable year, the change in the fair value as of the vesting date from the beginning of the applicable year;
 
  (v)
for awards that fail to meet vesting conditions during the fiscal year and are no longer outstanding; and
 
  (vi)
value of dividends not otherwise captured in the calculation of each Fair Value used to calculate CAP.
 
   
While the equity awards disclosed in the Summary Compensation Table are based on the grant date fair values computed in accordance with FASB ASC Topic 718, the equity award values disclosed pursuant to CAP in the table above are calculated in the following manner:
 
  •  
The stock prices used to calculate the figures in columns (i) and (ii) in the above table are as follows: $16.60 on December 31, 2022 and $19.12 on December 31, 2023. The stock prices used to calculate the figures in column (iii) in the above table are based on the closing prices on the vesting dates of the applicable awards.
  •  
The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant.
 
  (d)
“Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.
     
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid against Company and Peer Group TSR
 
LOGO
     
Compensation Actually Paid vs. Net Income
Compensation Actually Paid against Net Income
 
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid against Relative TSR Percentile
 
LOGO
     
Total Shareholder Return Vs Peer Group
Compensation Actually Paid against Company and Peer Group TSR
 
LOGO
     
Tabular List, Table
2023 Performance Measures
The Compensation Committee uses a mix of performance measures throughout the AIP and LTIP in order to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2023 compensation decisions are listed in the table below. These performance measures are each described in more detail in the CD&A.
 
LOGO
 
 
 
Most Important Performance Measures
 
Relative TSR
 
Pre-Tax,
Pre-Provision,
Pre-Operating
Expense Income Per Share
 
Private Education Loan Originations
 
Operating Expenses Excluding FDIC Expense
 
Net Charge-Offs
      
Total Shareholder Return Amount $ 232.22 195.73 226.14 140.9
Peer Group Total Shareholder Return Amount 142.5 110.91 137.67 100.83
Net Income (Loss) $ 581,400,000 $ 469,000,000 $ 1,160,500,000 $ 880,700,000
Company Selected Measure Amount 0.72 0.43 0.89 0.98
PEO Name Mr. Witter     Mr. Quinlan
Measure:: 1        
Pay vs Performance Disclosure        
Name Relative TSR      
Measure:: 2        
Pay vs Performance Disclosure        
Name Pre-Tax, Pre-Provision, Pre-Operating Expense Income Per Share      
Measure:: 3        
Pay vs Performance Disclosure        
Name Private Education Loan Originations      
Measure:: 4        
Pay vs Performance Disclosure        
Name Operating Expenses Excluding FDIC Expense      
Measure:: 5        
Pay vs Performance Disclosure        
Name Net Charge-Offs      
Raymond J. Quinlan [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 0 $ 0 $ 0 $ 9,819,626
PEO Actually Paid Compensation Amount 0 0 0 13,432,081
Mr. Witter [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 9,399,485 7,809,136 7,047,062 11,106,257
PEO Actually Paid Compensation Amount 14,463,384 $ 3,242,518 $ 19,612,482 $ 18,521,966
PEO | Mr. Witter [Member] | Grant Date Fair Value of New Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 5,789,457      
PEO | Mr. Witter [Member] | Year End Fair Value of New Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,822,611      
PEO | Mr. Witter [Member] | Change in Fair Value of Prior Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,316,896      
PEO | Mr. Witter [Member] | Fair Value of Vested Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (286,152)      
PEO | Mr. Witter [Member] | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Mr. Witter [Member] | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Mr. Witter [Member] | Value of Dividends Paid on Equity Awards not reflected in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Mr. Witter [Member] | Total Equity CAP [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,853,355      
Non-PEO NEO | Grant Date Fair Value of New Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,191,529      
Non-PEO NEO | Year End Fair Value of New Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,753,742      
Non-PEO NEO | Change in Fair Value of Prior Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 323,207      
Non-PEO NEO | Fair Value of Vested Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,639      
Non-PEO NEO | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Value of Dividends Paid on Equity Awards not reflected in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Total Equity CAP [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 2,081,588