SCHEDULE 14A
Title of each class of securities to which transaction applies: (2) (3) (4) Amount Previously Paid: (2) (3) 2018 Navient meeting by webcast or conference call. John F. Remondi This year, there are four agenda, three sponsored by the company and one by a shareholder proponent. We believe our corporate governance policies reflect best practices. Only shareholders who owned shares of Navient’s Common Stock, par value $0.01 per share (“Common Stock”), at the close of business on March Navient furnishes proxy materials to its shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save money and reduce our environmental impact. On or about April You may request paper copies of the proxy materials for the Annual Meeting by following the instructions included on your Notice of Internet Availability or listed atwww.proxyvote.com, by telephoning 1-800-579-1639, or by sending an e-mail tosendmaterial@proxyvote.com. If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owner of those shares. 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 proposals considered to be routine matters. The only routine matter being considered at the Annual Meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). Proposals 1, 3 and 4 are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific voting instructions. We encourage you to vote your shares. Navient encourages shareholders to vote in advance of the Annual Meeting, even if you plan to attend the Annual Meeting. You may vote in one of the following ways: You may instruct your broker, bank, trustee or other nominee on how to vote your shares using any of the methods described above. If you do not provide them with instructions on how to vote your shares prior to the Annual Meeting, they will have discretionary authority to vote your shares only with respect to routine matters. Only Proposal 2 (relating to the ratification of the independent registered public accounting firm) is considered to be a routine matter, and If you participate in the Navient 401(k) Savings Plan, you may vote the number of shares equivalent to your interest in the plan’s company stock fund, if any, as credited to your account on the record date. You will need to instruct the 401(k) Savings Plan Navient’s Board of Directors is requesting your proxy. Giving your proxy means that 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 shareholders vote: Yes. If you hold your shares as a record holder, you may revoke your proxy or change your vote at any time prior to the final tallying of votes by: A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum will exist when the holders of a majority of the shares of Common Stock entitled to vote are present in person or represented by proxy, including proxies What vote is necessary to approve each matter to be voted on at the Annual Meeting? The following table provides a summary of the voting criteria for the Board’s voting recommendations for the matters on the agenda for the Votes will be tabulated by an independent inspector of elections. Only shareholders as of the record date, March The Annual Meeting will be held at Navient’s headquarters located at 123 Justison Street, Wilmington, Delaware 19801 beginning at 8:00 a.m., Eastern Daylight Time. Admission to the Annual Meeting will begin at approximately 7:30 a.m., Eastern Daylight Time. As a result of director retirements, we have reduced the size of our Board from 13 in 2014 to 9 following the 2018 annual meeting. 72 Anna Escobedo Cabral, 58 Position, Principal Occupation, Business Katherine A. Lehman, 43 68 66 former Board member 57 73 former Board Member 61 The Board of Directors believes strong corporate governance is critical to achieving Navient’s performance goals and to maintaining the trust and confidence of investors, employees, regulatory agencies and other stakeholders. The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed, at least annually, by the Nominations and Governance Committee. The Guidelines are published atwww.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary atcorporatesecretary@navient.com. The Guidelines, along with Navient’s Bylaws, embody the following governance practices, among others: The Board of Directors has separated the roles of Chairman of the Board of Directors and Chief Executive Officer, and the Board of Directors continues to believe that this structure properly balances the Board’s management and governance responsibilities. The Board of Directors also believes that its leadership structure has created an environment of open, We have succession plans and talent management processes in place for our Chief Executive Officer and for our team of senior executives. Our senior management succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership talent that is critical for future business success. For a director to be considered independent, the Board of Directors must determine that the director does not have any direct or indirect material relationship with independent. The full Board of Directors met 2018 annual meeting. The Board of Directors has established the following committees to assist in its oversight responsibilities: an Audit Committee, a Compensation and Personnel Committee, a Nominations and Governance Committee, a Finance and Operations Committee, and an Executive Committee. Each committee is governed by a Board-approved written charter, which is evaluated annually and which sets forth the respective committee’s functions and responsibilities. Membership of each of the committees is also changed as part of a regular rotation. Investors may find the current membership of the committees athttp://www.navient.com/about/investors/corp_governance/. chair. and the Nominations and Governance Committee during 2017, until his retirement from the Board in May 2017. During Ms. Mills, Ms. Lehman, Ms. Thompson The Board of Directors and its standing committees oversee Navient’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. This risk management framework is reviewed periodically in light of the Company’s short- and long-term strategies and the major risks and issues facing the Company. Management escalates to the Board of Directors any significant departures from established tolerances and parameters and reviews new and emerging risks. Officer relating to the most recent developments in cybersecurity prevention, detection, response and recovery as well as updates on breaches and exploitations, both successful and unsuccessful, at other companies. In response to recently issued interpretive guidance from the SEC, the Board’s 2018 priorities will be to focus on the integration of the Company’s cybersecurity risk management into its robust risk and disclosure framework. Navient maintains an internal Incentive Compensation Plan Committee (the “ICP Committee”) that conducts an annual risk review and assessment of Audit Officer and Chief Human Resources Officer serve on the ICP Committee, along with senior business leaders. The ICP Committee presented its annual findings to The Nominations and Governance Committee considers director candidates recommended by shareholders and also receives suggestions for candidates from Board members or third parties. The Nominations and Governance Committee may also engage third-party search firms to assist in identifying director candidates. The Nominations and Governance Committee oversees the orientation of new directors and the ongoing education of the Board. As part of Navient’s director orientation program, new directors participate in one-on-one introductory meetings with Navient business and functional leaders and are given presentations by members of senior management on Navient’s strategic plans, financial statements and key issues, policies and practices. In addition, new directors receive education on their governance and fiduciary duties. Directors may enroll in director continuing education programs on corporate governance and critical issues associated with a director’s service on a public company board. Navient makes a stipend available to each director to pay all or a portion of the expenses of these programs. Our senior management meets regularly with the Board and meets annually to review with the Board the operating plan of the Company and each of our strategic business groups. The Board also periodically participates in Board educational programs and site visits to Navient facilities. Our CEO, Chief Financial Officer, and Vice President of Investor Relations, together with other members of management, meet periodically with investors to discuss Navient’s strategy and financial and business performance, and to update investors on key developments. During Policy on Political Contributions, Disclosure and Oversight We did not make any political contributions using corporate funds in The Company has a Code of Business Conduct that applies to Board members and all employees, including the chief executive officer, the 2017. In August 2017, we amended the Code The Company has adopted a Policy on Related Party Transactions to ensure that all Interested Transactions with Related Parties, as those terms are defined in the policy, will be at arm’s length and on terms generally available to an unaffiliated third-party under the same or similar circumstances. The policy states that, except for the limited exceptions specifically stated in the policy, Interested Transactions with Related Parties that will exceed $120,000 in any calendar year must be reviewed by the Audit Committee and receive approval of the Board of Directors prior to the Corporation entering into the Interested Transaction. A copy of the policy is available on the Company’s Corporate Governance website athttps://www.navient.com/about/investors/corp_governance/. The following table highlights the material elements of our We maintain share ownership guidelines for our non-employee directors. Under our share ownership guidelines, each director is expected, within five years of his or her initial election to the Board of Directors, to own Navient Common Stock with a value equivalent to at least four times his or her annual cash retainer (excluding any additional cash or equity Navient’s Securities Trading Policy prohibits directors and officers (as defined by Rule 16a-1(f) of the Exchange Act and referred to as “Section 16 Officers”) from selling Navient stock short, holding Navient securities in a margin account, or pledging Navient securities as collateral for a loan or otherwise. Additionally, no director, Section 16 Officer or any other officer of the Company who is subject to the Company’s Stock Ownership Guidelines is permitted to enter into derivative or speculative transactions involving Navient securities (including prepaid variable forward contracts, equity swaps, collars, credit default swaps and exchange funds) that are designed to hedge or offset any decrease in the market value of Navient securities. All directors and named executive officers The Company’s Securities Trading Policy governs the circumstances under which Navient directors and Section 16 Officers may enter into trading plans pursuant to SEC Rule We provide non-employee directors with company-paid group life insurance, accidental death and disability and business travel accident insurance. We also provide current non-employee directors the opportunity to participate in the Company’s medical and dental plans. If a director elects to participate, the director pays the full cost of medical and dental coverage (which for an employee is normally shared by the Company and the employee). After retirement from the Board, a former non-employee director may continue medical coverage for up to 18 months under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at his/her own expense. The Independent Chairman is also entitled to reimbursement for office and transportation expenses commensurate with the amount of time he allocates to Board service. Navient sponsors a deferred compensation plan for its non-employee directors. Under the Navient Corporation Deferred Compensation Plan for Directors (“Director Deferred Compensation Plan”), our non-employee directors may elect annually to defer receipt of all or a percentage of their annual cash retainer and/or (through May 2017) meeting fees. In addition, directors may elect to Deferrals are credited with earnings based on the performance of certain investment funds selected by the participant. The plan does not pay above-market or preferential earnings on amounts deferred. Deferrals invested in the notional Company stock fund are payable in shares of Navient Common Stock. All other deferrals are payable in cash (in a single lump sum or in installments at the election of the director) upon termination of the director’s service on the Board (except for hardship withdrawals in limited circumstances). As noted below, Ms. Escobedo Cabral, Mr. Diefenderfer, Ms. Thompson, Ms. Unger and Mr. Williams each elected to defer all or a portion of his/her The tables below present information regarding the compensation and stock awards that we have paid or granted to the non-employee directors for the year ended December 31, Aggregate fees billed for services performed for Navient by its independent accountant, KPMG, for the fiscal years ended December 31, The Audit Committee has a policy that addresses the approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company. The policy requires that all services to be provided by the Company’s independent registered public accounting firm be pre-approved by the Audit Committee or its Chair. Each approval of the Audit Committee or the Chair of the Audit Committee must describe the services provided and set a dollar limit for the services. The Audit Committee, or its Chair, pre-approved all audit and non-audit services provided by KPMG during The following report shall not be deemed incorporated by reference in any filing under the federal securities laws by virtue of any general incorporation of this proxy statement by reference and shall not otherwise be treated as filed under the federal securities laws. Ms. Thompson assumed the role of Vice Chair in February 2018. new consumer lending division. 2017. reinvestment of dividends through December 31, 2017. Use of Peer Groups. Navient seeks to provide its senior executives with competitive compensation relative to a peer group of companies. 2017. Base Salary. The Compensation Committee reviews base salary levels for the NEOs on an annual basis, but may make changes less frequently. Based on $1,000,000, consistent with peer group benchmarking. Consultant Lastly, the Committee eliminated the metric introduced in 2016 for strategic debt financing proceeds, which had been designed to focus management on certain short-term financing challenges experienced in 2016 and earlier years. The Company was successful in meeting those challenges in 2016, thereby eliminating the need to retain this performance metric. The chart below sets forth (i) each performance metric, (ii) the performance target approved by the Compensation Committee for each metric, (iii) the a range of market-based alternatives. The Deferred Compensation Plan does not pay above-market or preferential earnings on compensation deferred under or contributed to the plan. Additional details for our NEOs can be found below under the “Non-Qualified Deferred Compensation” table. January 1, 2018. Program Hedging/Pledging Prohibition. Navient policy prohibits directors and senior management from engaging in hedging, pledging and certain other transactions involving Navient Common Stock. See “Director Compensation” above for additional details. Navient enhanced its clawback policy in 2017 following an extensive review and consideration of the Company’s then-existing clawback policy by the Compensation Committee. The enhanced clawback policy grants the Board discretion to recoup incentive compensation both in the event of a financial restatement and in the case of the executive’s misconduct involving a material violation of Navient policy or commission of fraud or other misconduct involving Navient. Following engagement with its shareholders, the Board further enhanced the clawback policy in March 2018 to add a clawback trigger in the event of misconduct committed by persons under a senior officer’s supervision. The table below summarizes compensation paid, awarded to or earned by each of our named executive officers (“NEOs”) for the fiscal years ended December 31, The table below sets forth information regarding Navient equity awards that were outstanding as of December 31, Performance stock units (“PSUs”) granted in 2015 The Company has no tax-qualified pension plans and no non-qualified supplemental pension plans. Under the Navient Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”), eligible employees, including our NEOs, may elect to defer up to 80 percent of their annual cash-based compensation. Each year, an employee who has completed one year of service generally is eligible to receive a Company contribution in an amount equal to the greater of: (i) five percent (5%) of the participant’s annual “eligible compensation,” or (ii) five percent (5%) of the participant’s annual deferral amount; provided, however, that the Company contribution for a given year will not exceed the participant’s annual deferral amount. For this purpose, “eligible compensation” is the employee’s annual cash-based compensation in excess of the annual compensation limit applicable to tax-qualified retirement plans, up to a maximum of $500,000. Navient has not entered into an employment agreement with any of its NEOs. However, our NEOs participate in the company’s severance plans for senior officers, and each of our NEOs is entitled to certain severance payments pursuant to the terms and conditions of those plans, which are described below. The tables below reflect the amount of compensation that would have been payable to each of our NEOs who were employed as executive officers of Navient on December 31, Each of our NEOs remained employed by Navient as an executive officer on December 31, Navient maintains a written policy regarding review and approval of transactions with related parties. Transactions covered by the policy include any transaction involving Navient and an amount in excess of $120,000 in any year in which any director, nominee, executive officer, 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 (a “Related Party Transaction”). Certain loans made in the ordinary course of Navient’s business to executive officers, directors and their family members are considered Related Party Transactions and may be required to be disclosed in the proxy statement, but are pre-approved under the policy if they meet specified requirements. As of the date of this proxy statement, no such loans are outstanding. Section 16(a) of the Exchange Act requires Navient’s executive officers and directors, as well as persons who beneficially own more than 10 percent of the Common Stock, to file reports with the SEC on their ownership and changes in ownership of Navient Common Stock. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during the period from January 1, manner. As of the date of this proxy statement, there are no matters that the Board of Directors intends to present for a vote at the Annual Meeting other than the business items discussed in this proxy statement. In addition, Navient has not been notified of any other business that is proposed to be presented at the Annual Meeting that has not been withdrawn. If other matters now unknown to the Board of Directors come before the Annual Meeting, the proxy given by a shareholder electronically, telephonically or on a proxy card gives discretionary authority to the persons named by Navient to serve as proxies to vote such shareholder’s shares on any such matters in accordance with their best judgment. A shareholder who intends to introduce a proposal for consideration at Navient’s All expenses in connection with the solicitation of proxies for the Annual Meeting will be paid by Navient. We have engaged MacKenzie Partners, Inc. to solicit proxies for an estimated fee of $15,000 plus reimbursement for out-of-pocket costs. In addition, officers, directors, regular employees or other agents of Navient may solicit proxies by telephone, telefax, personal calls, or other electronic means. Navient will request banks, brokers, custodians and other nominees in whose names shares are registered to furnish to the beneficial owners of Navient’s Common Stock Notices of Availability of the materials related to the Annual Meeting, and including, if so requested by the beneficial owners, paper copies of our Annual Report on Form 10-K, this proxy statement and the proxy card and, upon request, the Company will reimburse such registered holders for their out-of-pocket and reasonable expenses in connection therewith. To reduce the expense and reduce environmental effects of delivering duplicate proxy materials to shareholders who may have more than one account holding stock but share the same address, Navient has adopted a procedure approved by the SEC called “householding.” Under this procedure, certain registered shareholders who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive one copy of the Notice of Internet Availability and, as applicable, any additional proxy materials that are delivered until such time as one or more of these shareholders notifies us that they want to receive separate copies. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions. NAVIENT CORPORATION VOTE BY INTERNET - www.proxyvote.com Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E36039-P98502 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. Signature (Joint Owners) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com. PLEASE VOTE, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN PROMPTLY ADMISSION TICKET Bring this ticket and photo ID with you if you plan on attending the meeting. NOTE: Cameras, transmission, broadcasting and other recording devices, including smart phones, will not be permitted in the meeting room. Attendees may be asked to pass through a security screening device or adhere to other security measures prior to entering the Annual Meeting. We regret any inconvenience this may cause you and we appreciate your cooperation. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, ▼ DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ E36040-P98502 NAVIENT CORPORATION Annual Meeting of Shareholders May 24, 2018 8:00 AM Navient Corporation 123 Justison Street Wilmington, DE 19801 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Mark Heleen and Kurt Slawson, or each of them, each with full power of substitution, as the lawful attorneys and proxies of the undersigned to attend the Annual Meeting of Shareholders of Navient Corporation to be held on May 24, 2018, and any adjournments or postponements thereof, to vote the number of shares the undersigned would be entitled to vote if personally present, and to vote in their discretion upon any other business that may properly come before the meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THIS PROXY WILL BE VOTED “FOR” ALL PORTIONS OF PROPOSALS 1, 2 AND 3, “AGAINST” PROPOSAL 4, AND IN THE PROXY’S DISCRETION ON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.14a-12 ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Date Filed:
OUR VISIONNavient will be the leader in every market we serve, delivering expertise and solutions that anticipate and solve our customers’ unique and complex needs.OUR MISSIONOur mission is to ensure financial success for our clients and their customers through innovative solutions, insights, compassion, and personalized service. Our unwavering integrity and compliance-focused mindset guide us on the path to market leadership.OUR VALUESCUSTOMER-CENTRICITYPutting customers first in all we do.LEADERSHIPAlways striving to be the best at what we do.INTEGRITYOur transparent, responsible approach is a source of pride.PROACTIVITYAction-oriented and driven to get things done for our customers.STABILITYReliable, trustworthy, and compliance-focused.INNOVATIONAlways thinking of new and better ways to add value.
2017On behalf of the entire Board of Directors of Navient Corporation, we are pleased toour 2017 Annual Meeting. The attached Notice of 2017attend the 2018 Annual Meeting of Shareholders and Proxy Statement provides information and the agenda for the meeting.Ongoing Evolution of a Skilled and Diverse BoardWe believe our nominees for the Board possess the breadth of experience and range of relevant skills to provide effective oversight of the Company’s strategies, risks and performance. The Board has also been a leader in corporate governance. For example, each member of Navient’s Board of Directors, other than the CEO, is an independent director, and the Board is also led by an independent chairperson. In addition, again in 2016, over half of our independent directors are women—more than any other financial services company in the S&P 500.Importantly, the Board continues to evolve, adding new skills and talent aligned with Navient’s business and growth strategy. While one of our long-standing and most dedicated leaders, Dr. Barry Munitz, a director since 1997, will retire from the Board effective as of the Annual Meeting, we have planned for this event by continuing to recruit and add highly qualified new directors, as evidenced most recently by the addition of David Yowan. In the last three years, the Board’s focus on board composition and succession planning has led to the addition of seven new highly qualified directors.The Board takes seriously its responsibility to sustain its leadership. With our age and tenure limits, one director is scheduled to retire in 2018 and two directors are scheduled to retire in 2020. Our Board will continue its focus on ensuring we have the skillsets necessary to effectively lead the Company in the coming years.On behalf of the Board and our shareholders, we thank Barry for his years of dedicated service and leadership.Navient’s Management and Board are Focused on Building for the Future and Generating Value for our ShareholdersIn 2016, we executed on our commitment to generate value for shareholders. Highlights from the year include:●Increased our non-education fee revenue by 77%●Acquired $3.7 billion in student loans●Reduced outstanding unsecured debt by $1.4 billion●Repurchased 17% or 60 million shares of our common stock and in doing so returned $1 billion to shareholders through dividends and share repurchases●Earned adjusted core net income of $1.89 per shareLooking forward, while not ignoring the legal proceedings in which the Company is involved, we are working diligently to capture the many opportunities we see to create value for our customers and our shareholders.Capital ProfileWe have a well-defined, disciplined approach to investing the capital you have entrusted us to manage. To create the highest, sustainable return, we maintain a strong capital profile that supports our business in all economic environments. Today, our capital position is very strong. Our free cash flow, debt coverage ratios and equity ratios are all at very strong levels. Importantly, we maintained these levels while reducing our outstanding unsecured debt by $1.4 billion and returning $1 billion to shareholders through dividends and share repurchases in 2016. In doing so, our debt maturities for 2017 were lowered to $700 million, and we reduced our 2018, 2019 and 2020 debt maturities from $7.2 billion to $6.5 billion.Our capital profile demonstrates our commitment to our clients, our bondholders, ABS investors and shareholders, and that we are built for the long-term.Disciplined Risk ManagementOur business plan is governed by risk guidelines to ensure our portfolios and businesses are managed to produce appropriate, risk-adjusted returns. Our discipline ensures we are mindful of various market challenges, including risks related to credit, interest rates, credit spreads and liquidity to name a few, to help ensure that each of our businesses will perform well through various market cycles. Our philosophy and values guide us to continually enhance how we support the success of our customers, clients, shareholders and other stakeholders.Business Processing SolutionsOur Business Processing Solutions work applies the expertise, systems and compliance skills we have developed in student loans to the state, municipal and healthcare markets. Our clients benefit from the higher performance, lower cost, and strong compliance controls we deliver every day. Our non-education related fee businesses generated $174 million in revenue in 2016, a 77% increase from 2015. We expect this revenue growth to continue in 2017.Asset Management and Servicingservices loans for more than 12 million customers with $300 billion in outstanding balances. We bring over 40 years of experience, allowing us to help the borrowers we service successfully manage their student loans.At Navient, we use our experience and expertise to assist our customers navigating the complex federal student loan program by helping them understand their many options so they can choose the solution that best fits their needs. The results are outstanding.Our federal student loan customers default at a rate that is significantly lower than their peers and are less likely to be severely delinquent. Loans we service are more likely than comparable servicers to be enrolled in income-driven repayment plans. Our performance is a source of tremendous pride to our nearly 7,000-plus team members.We deliver this industry-leading performance by using our expertise and sophisticated data analytics to better identify customers who need extra support, reach out in ways that result in higher rates of contact, and present repayment options they can select to fit their budget. We have responded to the incredible and increasing program complexity by creating teams of specialists and the means to direct customers to the appropriate team. We have also used our expertise and data to develop an award-winning financial literacy video series for our customers.Servicers play an important role in helping borrowers successfully repay their loans. And, the overwhelming majority of borrowers are successfully repaying their student loans. Delinquency and default rates in the Direct Student Loan program have declined 18% and 27% respectively in the past two years. Nationally, fewer borrowers defaulted last year despite a 10% increase in the number of borrowers in repayment.Legal Challenges and Public AdvocacyDespite these positive trends, servicers have been criticized or, in our case, sued by federal regulators and state attorneys general. Let us be perfectly clear: the allegations made do not correspond with the facts and the exceptional results we deliver for consumers.The lawsuits and related public commentary ignores our clear, positive track record of performance helping borrowers. In fact, if all servicers met the same default prevention performance we deliver, 300,000 fewer defaults would occur each year. Statements that Navient does not inform borrowers of their array of repayment options are simply false, and the data shows that Navient excels at providing this kind of borrower support. In fact:●In 2016, we provided our 10 million federal student loan customers with over 170 million communications about repayment options, and fielded tens of millions of phone calls to discuss options and provide services.●Federal student loan borrowers we service are 31% less likely to default. This superior performance is even better for higher risk borrowers, such as borrowers who do not graduate.●49% of the balances we service for the government are enrolled in income-driven repayment plans, the highest among comparable servicers.●9 times out of 10, when we make contact with distressed federal loan borrowers, we help them avoid default.From our front-line position servicing over 10 million federal student loan accounts, we witness first-hand what works and what does not. We believe we should share our insight and expertise to help policymakers improve the federal loan programs to make it easier for borrowers to succeed. Among the topics we have advocated for are:●Better tools and information to help students and their families make informed borrowing decisions to encourage degree completion and realize a return on their higher education investment●Streamlined repayment options to reduce complexity for borrowers and servicers and increase engagement●Easier methods to enroll in and recertify federal income-driven repayment programs●Programs that encourage borrowers to contact their student loan servicers●More assistance to borrowers participating in the federal rehabilitation program to help them recover from default and successfully transition to repayment●The establishment of a private loan rehabilitation program that creates a pathway for borrowers in default to get back on track and improve their credit●A one-time credit bureau retraction for student loan borrowers who have reestablished an on-time payment track record●Bankruptcy reform that allows federal and private student loans to be discharged after a good faith effort to repayDedicated TeamOur results would not be possible without the commitment and hard work of our team of dedicated Navient employees. We are deeply appreciative of their drive to continuously deliver extraordinary service—the driver for creating value for all our stakeholders.Shareholder MeetingOur 2017 Annual Meeting of Shareholders will take placeCorporation on Thursday, May 25, 2017,24, 2018.Daylight Time.Annual Meeting will be held at Navient’s headquarters located at 123 Justison Street, Wilmington, Delaware.Attached to this letter are a Notice of 2017 Annual Meeting of Shareholdersproxy statement contains important information and our Proxy Statement, which describe the business to be conducted at the Annual Meeting. Weyou should read it carefully. Your vote is important and we strongly encourage you to read this report carefully and to vote your shares. There are several ways you can vote, including online, by telephone, or by mail. Please vote at your earliest convenience by followingshares using one of the instructions includedvoting methods described in the Proxy Statement. Your vote is important. Whether you own a few shares or many, it is importantproxy statement. Please see the notice that follows for more information.represented.Today, as with every day since our creation as an independent company three years ago, Navient strivesunable to leadattend the meeting in every market we serve. Our vision isperson, you will be able to deliver expertise and solutions that anticipate and solve our customers’ unique and complex needs. We are dedicatedlisten to retaining our stakeholders’ trust and confidence. Thank you for your continued investment in Navient. We look forward to seeing you at the Annual Meeting. 
William M. Diefenderfer, Ill President and Chief Executive Officer William M. Diefenderfer, IIIChairman of the Board of Directors 
201720172018 ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS OF20172018 Annual Meeting of Shareholders (the “Annual Meeting”) as follows:Date: Thursday, May 25, 201724, 2018Time: 8:00 a.m., Eastern Daylight Time Place:Place: Items of Business:Items of Business: (1)119 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified;Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for 2017;2018; Approve, in a non-binding advisory vote, the compensation paid to Navient’s named executive officers; Approve Consider and vote on a shareholder proposal, if properly presented at the Amendedmeeting and Restated Navient Corporation 2014 Omnibus Incentive Plan;not previously withdrawn; andAct on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting. Record Date:You may vote if you were a shareholder of record as of the close of business on March 30, 2017.Record Date: You may vote if you were a shareholder of record as of the close of business on March 26, 2018. 30, 2017,26, 2018, or a valid proxy showing that you are representing a shareholder who owned shares as of that date.By Order of the Board of Directors, 
Mark L. Heleen Secretary 1 1 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSOur shareholder letterTable of ContentsProxy Summary12531145 6 11 12 192019201920202121 20212122212221222425242525262527262728 272827292829282928302931293129313032303230323032313335 36 333634363537363837Executive Officers39 41 4042414343 42445358556056615763586358645964596567 68 626969716971697169Shareholder Proposals for the 2018 Annual Meeting70717071707272 72 LOCATION:RECORD DATE:25, 2017Navient CorporationMarch 30, 201724, 2018 Company-sponsored proposals on the agenda. Proposals Board Voting Recommendations Page 1. Election of each director nominee FOR EACH NOMINEE 12 2. Ratification of the appointment of KPMG as Navient’s independent registered public accounting firm for 2017 FOR 33 3. Non-binding advisory shareholder vote to approve the compensation paid to our named executive officers FOR 40 4. Approve several amendments to the Navient Corporation 2014 Omnibus Incentive Plan FOR 62 Proposals Board Voting Recommendations Page 1. Election of each director nominee FOR EACH NOMINEE 12 2. Ratification of the appointment of KPMG as Navient’s independent registered public accounting firm for 2018 FOR 35 3. Non-binding advisory shareholder vote to approve the compensation paid to our named executive officers FOR 42 4. Shareholder Proposal – Report on Student Loan Risk Management AGAINST 69 2016.2017.Separate Chairman and CEO Yes Average Age of Directors 62.563Number of Independent Directors 10 Annual Elections of Directors Yes Majority Voting for Directors Yes Board Meetings Held in 20162017 (average director attendance 94%95.6%)811Annual Self-Evaluation of the Board and Each Committee Yes Annual Equity Grant to Directors Yes Director Stock Ownership Guidelines Yes Independent Directors Meet without Management Present Yes Mandatory Retirement Age for Directors Yes Tenure Limit for Directors Yes Board Orientation and Continuing Education Program Yes Anti-Hedging and Anti-Pledging Policy Yes Code of Business Conduct for Directors and Officers Yes Compensation Recovery/Clawback Policy Yes Annual Advisory Approval of Executive Compensation 97.7%97.1%Independent Compensation Consultant Yes Double-Trigger Change in Control Yes Active Board and Management Succession and Planning Yes Executive Stock Ownership Guidelines Yes No Employment Agreements for Executives Yes No Excessive Perquisites Yes No Above-Market Earnings on Deferred Compensation Yes 
The composition of our Board reflects a breadth and variety of skills, business experiences and backgrounds.The composition of our Board reflects the great wealth of experience and skills of our directors. The following table highlights each director’s specific skills, knowledge and experiences that he or she brings to the Board. A particular director may possess additional skills, knowledge or experience even though they are not indicated below. 
NameExecutive LeadershipIndustryBoard of Directors ExperienceBusiness OperationsFinance and AccountingFinancially Literate(1)Audit Financial Expert(2)Banking and Capital MarketsMergers and AcquisitionsRegulatory, Policy or LegalPublic Company Board or Corporate GovernanceAcademic and ResearchJohn K. Adams, Jr.XXXXXXXXAnna Escobedo CabralXXXXXXWilliam M.Diefenderfer, IIIXXXXXXXDiane Suitt GillelandXXXXXXKatherine A. LehmanXXXXXXXXLinda A. MillsXXXXXXXXXXBarry A. Munitz(3)XXXXXXXXJohn (Jack) F.RemondiX X X X X X X X X X X Jane J. ThompsonXXXXIndustry Experience X X XXLaura S. UngerXXX X X Barry L. WilliamsX X XXXXXXXDavid L. Yowan(4)Executive LeadershipX X X X X X X X X X X Business Operations X X X X X X X Finance/Capital Allocation X X X X X X X X X X X X X X X X X X X X X X X X X X Regulatory/Policy/Legal X X X X X X X X X X X Mergers/Acquisitions X X X X X X X X Higher Education X X X X X X X Human Capital Management/Compensation X X X X X X X X X Corporate Governance X X X X X X X X X X X Technology/Systems X X X 
(1) (1)On March 27, 2018, Mr. Adams notified the Board that he does not wish to seek reelection at our 2018 Annual Meeting of Shareholders (“Annual Meeting”). Accordingly, Mr. Adams is not being nominated by the Board for reelection, and his tenure as a director will end when his current term expires at our 2018 Annual Meeting.(2) Ms. Gilleland is not eligible to stand for re-election because she has reached the maximum tenure limit under our Board’s Governance Guidelines. (3) Directors who are able to read and understand financial statements. (2)(4)Directors determined by the Board to be audit committee financial experts, as that term is defined under rules promulgated by the SEC. 
(3)Mr. Munitz is not eligible to stand for re-election because he has reached the mandatory retirement age under our Board’s Governance Guidelines.(4)Mr. Yowan was appointed to the Board on March 30, 2017.Our Board is diverse in terms of gender, age, and tenure. In fact, we were recently cited by a leading provider of board intelligence solutions as the board with the highest percentage of women directors among S&P 500 companies. Following our 2017 Annual Meeting, if each of the Board nominees is elected, our board will be comprised of 55% women directors. The average age of our directors is currently 62.5 years old. The following charts also reflect the gender and age diversity of our directors on the date of the 2017 Annual Meeting, as well as the tenure distribution. Our tenure distribution largely reflects the addition of seven new directors since 2014.
*For purposes of this chart, we have counted each director’s service with SLM Corporation and its predecessors (other than the Student Loan Marketing Association).
20172018 Proxy Statement
3 Name Occupation and Experience Independent Committee Memberships EC AC CC NGC FOC Anna Escobedo Cabral 58 2014 Senior Advisor, Inter-American Development Bank Yes M C M 0 William M. Diefenderfer, III 72 1999 Partner, Diefenderfer, Hoover, McKenna & Wood, LLP Yes C 1 Katherine A. Lehman 43 2014 Managing Partner, Hilltop Private Capital, Private Equity Investor Yes M M 1 Linda A. Mills 68 2014 Retired – Corporate Executive, Northrop Grumman Yes M C M 1 John (Jack) F. Remondi 55 2013 President and Chief Executive Officer, Navient No M 1 Jane J. Thompson 66 2014 CEO, Jane J. Thompson Financial Services Yes M M 4 Laura S. Unger 57 2014 Yes M M C 2 Barry L. Williams 73 2000 Yes M M 1 David L Yowan 61 2017 Yes M M 0 Committee Memberships Other Director Public Name Age(1) Since(2) Occupation and Experience Independent EC AC CC NGC(3) FOC Boards John K. Adams, Jr. 61 2014 Retired – Investment Banking Yes M M C 1 Anna Escobedo Cabral 57 2014 Senior Advisor, Inter-American Development Bank Yes M M 0 William M. Diefenderfer, III 71 1999 Partner, Diefenderfer, Hoover, McKenna & Wood, LLP Yes C 1 Diane Suitt Gilleland 70 1997 Retired – State Higher Education Executive Yes M M 0 Katherine A. Lehman 42 2014 Private Equity Investor Yes M M 1 Linda A. Mills 67 2014 Retired – Corporate Executive, Northrop Grumman Yes M C M 1 John (Jack) F. Remondi 54 2013 President and Chief Executive Officer, Navient No M 1 Jane J. Thompson 65 2014 CEO, Jane J. Thompson Financial Services Yes M M 3 Laura S. Unger 56 2014 Financial Services Consultant Yes M C M 2 Barry L. Williams 72 2000 Retired – Investment Consultant Yes M M 1 David L Yowan 60 2017 EVP and Corporate Treasurer American Express Company Yes M M 0 (1) Ages are as of April 13, 2017.2018.(2) For these purposes of this chart and the director tenure chart on the immediately preceding page, we are considering a Director’s prior service with SLM Corporation and its publicly-held predecessors prior to our separation transaction.transaction in 2014.(3)Mr. Munitz, the current Chair of the Committee, is retiring from the Board effective May 25, 2017.EC Executive Committee NGC Nominations and Governance Committee C Chair AC Audit Committee FOC Finance and Operations Committee M Member CC Compensation and Personnel Committee 20172018 Annual Meeting of Shareholders (the “Annual Meeting”). A copy of the Notice of 20172018 Annual Meeting of Shareholders accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our shareholders beginning on or about April 13, 2017.2018.30, 2017,26, 2018, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Navient’s Common Stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “NAVI.” On March 30, 2017, 285,155,35626, 2018, 264,587,791 shares of Common Stock were outstanding and eligible to be voted. Each share of Common Stock is entitled to one vote with respect to each matter on which holders of Common Stock are entitled to vote.14, 2017,13, 2018, Navient will mail a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) to certain of the Company’s shareholders. The Notice of Internet Availability contains instructions on how to access Navient’s proxy materials and vote online or vote by telephone. The Notice of Internet Availability also contains a 15-digit control number that you will need to vote your shares. If you previously chose to receive Navient’s proxy materials electronically, you will continue to receive access to these materials via an e-mail that provides electronic links to these documents unless you elect otherwise.NavientNavient’s Board of Directors or to a third party, or to vote in person at the Annual Meeting.Vote in advance of the meeting 
24, 2017.23, 2018. Please have your Notice of Internet Availability or proxy card available when you log on. Vote in person at the meeting 
24, 2017.23, 2018. 
If you hold your shares in street name through a broker, bank, trustee or other nominee and want to vote by mail, you must request paper copies of the proxy materials. Once you receive your paper copies, you will need to complete, sign and date the voting instruction form and return it in the prepaid return envelope provided. Your voting instruction form must be received no later than the close of business on May 24, 2017.23, 2018. the firmyour broker, bank, trustee or other nominee will not have discretion to vote your shares with respect to Proposals 1, 3 or 4. If you do not give your instructions on how to vote your shares on Proposals 1, 3 or 4, your shares will then be referred to as “broker non-votes” and will not be counted in determining whether either Proposalany of Proposals 1, 3 or 4 is approved. Please participate in the election of directors and vote on all of the proposals by returning your voting instructions to your broker, bank, trustee or other nominee.Trusteetrustee by telephone, internet or by mail on how to vote your shares. Voting instructions must be received no later than 5:00 p.m., Eastern Daylight Time, on May 24, 2017.23, 2018. If you own shares through the Navient 401(k) Savings Plan and do not provide voting instructions with respect to your plan shares, the Trusteetrustee will vote your plan shares on each proposal in the same proportion as other plan shares are being voted.●“FOR”the election of each of the director nominees named in Proposal 1;●“FOR”ratification of the appointment of Navient’s independent registered public accounting firm, as set forth in Proposal 2;●“FOR”approval, on a non-binding advisory basis, of the compensation paid to our named executive officers as set forth in this proxy statement, as set forth in Proposal 3; and●“FOR”approval of certain amendments to the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan.●Delivering a written notice of revocation to Navient’s Corporate Secretary at the Office of the Corporate Secretary, 123 Justison Street, Wilmington, Delaware 19801;●Submitting another timely vote via the Internet, by telephone or by mailing a new proxy (following the instructions listed under the “How do I vote?” section); or●Attending the Annual Meeting and voting in person. 2017 Proxy Statement 820172018 Annual Meeting:VOTING MATTERS AND BOARD RECOMMENDATIONSProposal ProposalVoting Options Abstentions RecommendationElection of DirectorsAffirmative vote of the holders of a majority of the votes cast. NO 12.Election of Directors“FOR” or “AGAINST”Affirmative vote of the holders of a majority of the votes cast.NOT COUNTEDNOT COUNTEDNOFOR the election of each of the director nominees2Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for 20172018 “AGAINST” “ABSTAIN” Affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal. YES FOR 33.Approve, in a non- bindingnon-binding advisory vote, the compensation paid to Navient’s named executive officers“FOR” or “AGAINST” or “ABSTAIN” from voting Affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal. NO FOR 44.Shareholder Proposal – Student Loan Risk ManagementApprove the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan “AGAINST” “ABSTAIN” Affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal. NO FORAGAINST30, 2017,26, 2018, or their duly appointed proxies, may attend. No guests will be allowed to attend the Annual Meeting.●arrive shortly after 7:00 a.m., Eastern Daylight Time, to ensure that you are seated by the start of the Annual Meeting at 8:00 a.m., Eastern Daylight Time;●be prepared to comply with security requirements, which may include, among other security measures, security guards searching all bags and attendees passing through a metal detector;●leave your camera at home because cameras, transmission, broadcasting and other recording devices, including smartphones, will not be permitted in the meeting room; and●bring photo identification, such as a driver’s license, and proof of ownership of Common Stock on the record date, March 30, 2017. If you are a holder of record, the top half of your proxy card or your Notice of Internet Availability is your admission ticket. If you hold your shares in street name, a recent brokerage statement or a letter from your bank, broker, trustee or other nominee are examples of proof of ownership. If you want to vote your shares held in street name in person, you must obtain a legal proxy in your name from the broker, bank, trustee or other nominee that holds your shares of Common Stock.●Proposal 1 requests the election of the director nominees named in this proxy statement to the Board of Directors.●Proposal 2 requests ratification of the appointment of KPMG LLP as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2017.●Proposal 3 requests the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers as set forth in this proxy statement.●Proposal 4 requests approval of certain amendments to our Amended and Restated 2014 Incentive Compensation Plan. 20172018 Proxy Statement 11 Navient’sthe Navient Bylaws (the “Bylaws”), the Board of Directors has the authority to determine the size of the Board of Directors and to fill any vacancies that may arise prior to the next annual shareholder meeting. Although the Board has the authority to change theits size at any time, currently the Board has determined that the maximum number of directors shall not exceed 13.2017,2018, the Nominations and Governance Committee recommended and the Board of Directors nominated the following directors for election at the Annual Meeting:John K. Adams, Jr.Diane Suitt Gillelandtherefore have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum. Position, Principal Occupation, Business Experience and Directorships 
5455 CubesmartDirector sinceMay 2013 Position, Principal Occupation, Business Experience and Directorships 
71 —– former Board MemberCubesmartPosition, Principal Occupation, Business Experience and Directorships 
John K. Adams, Jr., 61Director sinceNovember 2014Retired – Investment BankingBusiness Experience:Managing Director, UBS Investment Bank’s Financial Institutions Group — 2002 to 2013 Managing Director, Credit Suisse First Boston’s Financial Institutions Group — 1985 to 2002Other Professional and Leadership Experience:Board President, Good Shepherd ServicesDirectorships of Other Public Companies:Charles Schwab Corporation — 2015 to presentSkills, Experience and Qualifications:Mr. Adams’ significant experience in capital markets and corporate finance, specifically involving financial institutions, along with his knowledge of the U.S. financial services regulatory environment, enables him to bring to our Board of Directors experience in the areas of finance, financial institutions, capital markets and mergers and acquisitions, which expertise is valuable in evaluating our business and growth plans and overseeing the operations and capital markets activities of our company.2017 Proxy Statement14
Name and AgeService as a DirectorPosition, Principal Occupation, Business Experience and Directorships
57 sinceJuly 1997 Adjunct Professor of Higher EducationUniversity of Arkansas, Little RockExperience: Adjunct Professor of Higher Education, University of Arkansas, Little Rock — 2010 to presentAssociate Professor of Higher Education, University of Arkansas, Little Rock — 2003 to 2010Deputy Director, Illinois Board of Higher Education — 1999 to 2003Chief Executive Officer, Arkansas Board of Higher Education — 1990 to 1997Chief Finance Officer, Arkansas Board of Higher Education — 1986 to 1990Other ProfessionalExperience and Leadership Experience:Member, University of Arkansas FoundationMember, University of Arkansas at Pine Bluff Foundation FundTrustee, Arkansas Arts CenterDirectorships Directorships of Other Public Companies:SLM Corporation — former Board MemberSkills, Experience and Qualifications:Dr. Gilleland’s knowledge of higher education governance and finance, from a university and government perspective, enables her to bring valuable awareness to our Board of Directors on a variety of matters relating to our industry and our customers, including in the areas of academia, student/consumer lending, political/governmental affairs and finance.2017 Proxy Statement15
Name and AgeService as a DirectorPosition, Principal Occupation, Business Experience and Directorships
42 Director, American Track ServicesDirectorships of Other Public Companies:Stella-Jones (TSX: SJ) 
67 When combined withThrough her service as a director on otherthe board of another large, publicly traded corporatecorporation in a highly regulated industry, as well as her service on many non-profit boards, in highly-regulated industries, Ms. Mills brings a unique and wide range of valuable strategic and operational perspectives to our Board of Directors. Position, Principal Occupation, Business Experience and Directorships 
65 2012 to 2016and risk management and governance committees—Ms. Thompson’s business experience enables her to provide valuable insights in a variety of areas.Position, Principal Occupation, Business Experience and Directorships 
56 (including (including six months as Acting Chairman)fromher service at the U.S. Securities and Exchange Commission. Position, Principal Occupation, Business Experience and Directorships 
72 Director, CH2M Hill Companies1996 to presentLead Director and Chairman of the Compensation CommitteeWilliams’ experience leading an investment and consulting firm, combined with other leadership roles in business,Williams brings a wealth of management, leadership, and business skills to our Board of Directors. His experience leading an investment and consulting firm, and his executive roles in numerous areas, including financial,business, finance, audit, operations and real estate make him a valuable asset to the Board. These skills, when combined with his service as a director of a number of public companies, including service on several audit, governance and compensation committees, enablesenable him to provide relevant and actionable insights in the areas of finance, financial services, business operations, capital markets and corporate governance. 
60 foremostlargest payment card issuer makemakes him a valuable addition to Navient’s Board of Directors. As a recent addition to the Board, Mr. Yowan’s expertiseinsight and experience in risk management, balance sheet management, asset securitization and strategy make him ideally suited to assist the Board in overseeing financial, operational and credit risk management.●Review Navient’s long-term strategies and set long-term performance metrics;●Review and approve Navient’s annual business plan and multi-year strategic plan, periodically review performance against such plans and ensure alignment between the Company’s actions and its longer-term strategic objectives;●Review risks affecting Navient and its processes for managing those risks, and oversee assignment and performance of various aspects of risk management, compliance and governance;●Select, evaluate and compensate the Chief Executive Officer;●Plan for succession of the Chief Executive Officer and members of the executive management team;●Review and approve major transactions;●Through its Audit Committee, select and oversee Navient’s independent registered public accounting firm;●Oversee financial matters, including financial reporting and financial controls;●Recommend director candidates for election by shareholders and plan for the succession of directors; and●Evaluate the Board’s composition, succession and its own effectiveness.●•A majority of the members of the Board of Directors must be independent directors and all members of the Audit, Compensation and Personnel, and Nominations and Governance Committees must be independent. Until May 1, 2016, for purposes of determining independence when evaluating a director’s relationship with Navient, “Navient” included SLM Corporation and its subsidiaries, as affiliates of the Company.●All directors stand for re-election each year and must be elected by a majority of the votes cast in uncontested elections.●or onand the board of the Company’s predecessor companies.●The Board of Directors has separated the roles of Chairman of the Board and CEO, and currently has an independent, non-executive director as Chairman. 20172018 Proxy Statement 1920●Independent members of the Board of Directors and its committees meet in executive session, outside the presence of management or the CEO at the beginning of each regularly-scheduled Board meeting as well as the end of each regularly-scheduled Board and committee meeting. The Chairman of the Board (or the applicable committee chair) presides over these sessions.●Navient maintains stock ownership and retention guidelines for directors and executive officers and has a policy to prohibit the hedging or pledging of its stock.●The Board of Directors and its committees conduct performance reviews annually, and have routinely done so.●The Board of Directors and its committees may engage their own advisors. The Board anticipates additional individuals will be recruited as directors in order to supplement the skills of our directors and to have the Board’s performance and experience be fully matrixed across all known and anticipated needs.efficienttransparent communication between the Board of Directors and management, enabling the Board of Directors to maintain an active, informed role in oversight by being able to monitor and manage those matters that may present significant risks to Navient.for example, gaps, if any, are identified.2016,2017, our Board re-examined emergency CEO and senior management succession planning in extraordinary circumstances.planning. Our emergency CEO succession planning is intended to enable our company to respond to unexpected position vacancies, including those resulting from a major catastrophe, by continuing our company’s safe and sound operation and minimizing potential disruption or loss of continuity to our company’s business and operations. 2017 Proxy Statement 20Navient (or, until May 1, 2016, with SLM Corporation).Navient. The Board of Directors has adopted the Guidelines, which include the standards for determining director independence whichindependence. The Guidelines conform to the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Nasdaq listing standards. The Guidelines are published atwww.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary atcorporatesecretary@navient.com.2016,2017, the Board of Directors was comprised of 11 members, 10 of whom were affirmatively determined to be independent. David L. Yowan was appointed to the Board on March 30, 2017 to fill a vacancy created by the resignation or retirement of certain directors. The independent members of the Board of Directors at the end of fiscal 20162017 were: John K. Adams Jr.; Anna Escobedo Cabral; William M. Diefenderfer, III; Diane Suitt Gilleland; Katherine A. Lehman; Linda A. Mills; Barry A. Munitz; Jane J. Thompson; Laura S. Unger; and Barry L. Williams.Williams; and David L. Yowan. During 2016,2017, the Board of Directors determined that each of these individuals met the Nasdaq listing standards and Navient’s own director independence standards. In addition, the Board of Directors considered transactions and relationships between each director and any member of his or her immediate family on one hand, and Navient, on the other, to confirm that there were no transactions or relationships that would impair such director’s independence. Only Mr. Remondi was determined not to be independent under the Guidelines or the Nasdaq listing standards. Upon the appointment of Mr. Yowan to the Board in March of 2017, the Board of Directors determined that he also was independent in accordance with all applicable independence standards. Rule 10A-3 and Navient’s own director independence standards.eighteleven times in 2016.2017. Each of our directors attended at least 75 percent of the total number of meetings of the Board of Directors and committees during his or her tenure on that committee. Our directors on average attended 9695.6 percent of all meetings of the Board of Directors and committees in 2016. Other than Mr. Williams, all2017. All of our directors attended the Company’s 20162017 annual meeting of shareholders. All of our directors are expected to attend the 2017 Annual Meeting.2016,2017, an 18-month work-plan was created from the charters of the Audit, Compensation and Personnel, Nominations and Governance, and Finance and Operations Committees so that the responsibilities of each committee would be addressed at appropriate times throughout the year. These work-plans will be reviewed and revised as appropriate in 2017.2018. Agendas for committee meetings are developed based on each committee’s work-plan together with other current matters the Board chair, the committee chair or management believes should be addressed at the meeting. The chair of each2016.2017. This table reflects the membership of each committee as of December 31, 2016.2017.12 Mr. Yowan joined the Board1Steven L. Shapiro served as a member of the Board, Compensation and Personnel Committee and the Nominations and Governance Committee during 2016 until his retirement from the Board in May 2016. Ann Torre Bates was a member of the Board and Chair of the Audit Committee until May 25, 2016, at which time she became Chair of the Nominations and Governance Committee. She continued to serve on the Audit Committee until her resignation from the Board on August 16, 2016. 2017 Proxy Statement 21in March 2017 and is a member of the Audit Committee and the Finance and Operations Committee. It is the practice of the Board to hold its regular committee meetings in conjunction with the regular meetings of the Board. Given the Audit Committee’s responsibilities relating to our financial statements and financial reporting, it is expected that the Audit Committee will meet more often than the other committees. Audit
CommitteeCompensation
and
Personnel CommitteeExecutive Committee Finance
and
Operations CommitteeNominations
and
Governance CommitteeJohn K. Adams, Jr.(1) X X CHAIR Anna Escobedo Cabral(2) X �� X William M. Diefenderfer, III CHAIR Diane Suitt Gilleland X X Katherine A. Lehman X X Linda A. Mills CHAIR X X Barry A. Munitz(3) X X CHAIR John F. Remondi X Jane J. Thompson(4) X X Laura S. Unger(5) CHAIR X X Barry L. Williams X X Number of Meetings in 2016 13 8 5 6 5 John K. Adams, Jr. X X CHAIR CHAIR X X William M. Diefenderfer, III CHAIR Diane Suitt Gilleland X X Katherine A. Lehman X X Linda A. Mills CHAIR X X John F. Remondi X X X X X CHAIR X X David L. Yowan X X Number of Meetings in 2017 10 7 5 7 5 (1) Mr. Adams succeeded Mr. Williams asThe Board appointed Ms. Escobedo Cabral to be Chair of the Finance and OperationsAudit Committee effectiveon May 25, 2016.23, 2017.(2) Ms. Escobedo CabralThompson assumed the role of Vice Chair of the Compensation and Personnel Committee in February 2018.(3) The Board appointed Ms. Unger to be Chair of the Nominations and Governance Committee on May 23, 2017. (4) Mr. Williams also served on the Finance and Operations Committee until May 25, 2016,23, 2017, when shehe became a member of the Nominations and Governance Committee.(3)Mr. Munitz served on the Nominations and Governance Committee throughout 2016. Upon the departure of Ms. Bates in August 2016, the Board appointed Mr. Munitz as Chair of the committee.(4)Ms. Thompson also served on the Audit Committee until May 25, 2016, when she became a member of Compensation and Personnel Committee.(5)The board appointed Ms. Unger to be Chair of the Audit Committee on May 25, 2016.The Chair of the Nominations and Governance Committee, Mr. Munitz,25, 2017. 24, 2018. In addition, John K. Adams, Jr. notified the Board on March 27, 2018, that he does not wish to seek reelection at our 2018 Annual Meeting. Accordingly, Mr. Adams is not being nominated by the Board for reelection, and his tenure as a director will end when his current term expires at our 2018 Annual Meeting.has determined that, effective May 24, 2017, Ms. Unger will be the Chair of the Nominations and Governance Committee and Ms. Escobedo Cabral will be the Chair of the Audit Committee.This chair succession is part ofbegan a deliberate committee succession and rotation plan begun by the Board of Directors in 2015. The Board reserves the right to assess each committee’s needs and the skills, expertise and other qualifications when naming a new chair, and may name another director as the chair of that committee.Securities Exchange Act of 1934 (the “Exchange Act”).Act. During 2016,2017, the Audit Committee, as set forth in its charter, assisted the Board of Directors in fulfilling its responsibilities by providing oversight relating to: (1) the integrity of Navient’s financial statements; (2) the Company’s system of internal controls; (3) the qualifications, performance and independence of Navient’s independent registered accounting firm; (4) the performance of the Company’s internal audit function; (5) risks related to Navient’s compliance, legal and regulatory matters; and (6) the review of related party transactions. In addition, the Audit Committee prepares the report of the Audit Committee for Navient’s annual proxy statement, as required by the SEC. The Board of Directors has determined that two members of the Audit Committee—Mr. Yowan and Mr. Adams—are qualifiedqualify as audit committee financial experts, as that term is defined under the rules promulgated by the SEC. During 2016, none2017, no member of the Audit Committee members served on the audit committee of more than three public companies. 2017 Proxy Statement 2220162017 were to: (1) approve or recommend, as appropriate, compensation, benefits and employment arrangements for Navient’s Chief Executive Officer and other executive officers who report to the CEO (collectively “Executive Management”), and independent members of the Board of Directors; (2) review and approve benefit plans, compensation plans, incentive plans and incentivebenefit plans applicable to Executive Management; (3) review, approve and administer all equity-based plans of the Company; (4) supervise the administration of employee benefit plans of Navient as required by law or the plan terms or as otherwise appropriate; (5) receive periodic reports regarding the Company’s compensation programs as they relate to all employees; (6) review Navient’s management development and recommend to the Board of Directors succession plans applicable to Executive Management; (7) review and consider current and developing compensation and personnel related topics as appropriate;appropriate, including performance management, leadership development, turnover and retention, diversity, and employee engagement; and (8) prepare the report of the Compensation Committee for inclusion in this proxy statement, as required. The Compensation Committee, in coordination with the Audit Committee, also reviewedreviews the report of management on the potential risks arising from Navient’s compensation policies and practices to determine whether such policies and practices are reasonably likely to have a material adverse effect on the Company.reviewedreviews executive compensation as described in the “Compensation Discussion and Analysis.”Analysis” section of this proxy statement. In addition, throughout the year, the Compensation Committee considers executive compensation consistent with its responsibilities, as warranted by any personnel changes.2016,2017, the Finance and Operations Committee assisted the Board of Directors, as required by its charter, by providing oversight with respect to: (1) material corporate finance matters, including investments, mergers and acquisitions, capital management, financing and funding strategy; (2) technology and operations; (3) marketing and product development; (4) the Company’s lending programs; and (5) the Company’s information security program and cyber-security. The Finance and Operations Committee also reviewed the financial risk profile of Navient, including capital market access, credit, interest rate, currency and currencyprogrammatic/contractual risks and reviewed with management steps to manage those risks.assistedassists the Board of Directors in establishing appropriate standards for the governance of Navient, the operations of the Board of Directors generally and the qualifications of directors during 2016.directors. It has recommendedrecommends to the Board of Directors the director nominees for the annual meeting of shareholders. The Nominationsshareholders, oversees the Company’s reputational and Governance Committee also supervisedpolitical risks, supervises the evaluation of the Board of DirectorsBoard’s self-evaluation and reviewedsuccession process and recommendedreviews and recommends changes to the Guidelines to the Board of Directors. In 2016,Board’s Governance Guidelines. Additionally, the Nominations and Governance Committee, routinely benchmarks the Company’s governance practices against industry best practices and makes appropriate changes when necessary. For example, in conjunction with the Executive Committee, also oversaw a complete review of the committee charters and the responsibilities and oversight duties of each committee. Additionally, in May of 2016,early April 2018, the Nominations and Governance Committee assisted in amending our Board Governance Guidelines to provide that no individual is eligible for nominationapproved and recommended to the Board afterof Directors an amendment to the earlier to occur of (i) their 75th birthday or, (ii) after they have served more than 20 years on the Board.2 In accordanceCompany’s bylaws adopting proxy access beginning with the director tenure policy, we expect one incumbent non-employee director to retire from2019 annual meeting season. A description of the2Our Board Governance Guidelines state: “…individuals will not be nominated for election to Company’s proxy access bylaw, which the Board afterof Directors approved on April 4, 2018, is included in the earlier to occur“Adoption of (i) their 75th birthday or, (ii) beginning with nominations for election to the Board in 2018 and each year thereafter, after they have served more than 20 years on the Board or the boardsProxy Access” section of its predecessor companies (other than board service on the government sponsored enterprise, the Student Loan Marketing Association)”. 20172018 Proxy Statement 2324Board in each2016,2017, the Compensation Committee retained Pearl Meyer as its independent compensation consultant (the “Compensation Consultant”).2016,2017, and again in 2017,2018, the Compensation Committee considered the independence of the Compensation Consultant in light of SEC rules and Nasdaq listing standards. The Compensation Committee received a written statement of independence from the Compensation Consultant, which addressed the following factors: (1) other services provided to Navient by the Compensation Consultant; (2) fees paid by the Company as a percentage of the Compensation Consultant’s total revenues; (3) policies or procedures maintained by the Compensation Consultant that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (5) any Navient Common Stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the Compensation Consultant or the individual consultants involved in the engagement. The Compensation Committee discussed these considerations and concluded that the work of the Compensation Consultant did not raise any conflicts of interest. For more information on the Compensation Committee and the Compensation Consultant, please see the “Compensation Discussion and Analysis” section in this proxy statement.3 and Messrs. Munitz andMr. Williams were members of the Compensation and Personnel Committee at various times during fiscal year 2016.2017.3 All members of the Compensation Committee were independent directors, and no member was an employee or former employee of Navient or its affiliates. During fiscal year 2016,2017, none of Navient’s executive officers served on a compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the Compensation Committee.Ms. Thompson was appointed to Mr. Munitz served on the Compensation Committee onuntil his retirement in May 25, 2016.2017.
Cyber-Security
as part of its oversight responsibilities for cyber-security, receives regular briefings from the Company’s Chief Information Security Officer.all the various incentive compensation plans covering our employees—including plans that cover our NEOs—named executive officers—to ensure that our employees are not incented to take inappropriate risks which could impact our financial position and controls, reputation and operations. Our Chief Risk & Compliance Officer, Chief Legal Officer, Chief 2017 Proxy Statement 25a joint session of the Compensation Committee and the Audit Committee in early 2017,2018, and the Compensation Committee determined that the Company’s incentive compensation programs do not encourage or create unnecessary risk-taking, and that the risks arising from the programs are not reasonably likely to have a material adverse effect on the Company. The ICP Committee will continue to monitor our incentive compensation plans, as well as the plan governance structure put in place to mitigate risks associated with the plans, to ensure that our incentive compensation practices properly incent our employees and reflect industry best practices.●Knowledge of Navient’s business;●Proven record of accomplishment;●Willingness to commit the time necessary for Board of Director service;●Integrity and sound judgment in areas relevant to the business;●Willingness to represent the best interests of all shareholders and objectively appraise management performance;●Ability to challenge and stimulate management; and●Independence.●Finance;●Accounting/audit;●Corporate governance;●Information security and cyber-security;●Financial services;●Business services and operations;●Capital markets;●Industry;●Consumer credit;●Marketing and product development; 20172018 Proxy Statement 2627●Government/Regulatory; and●Legal. In March of 2017, the Nominations and Governance Committee recommended the appointment of David L. Yowan to the Board of Directors to fill a vacancy. The Board of Directors approved the appointment of Mr. Yowan to the Board on March 30, 2017. To recommend a candidate, shareholders should send, in writing, the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to the Chairman of the Nominations and Governance Committee atcorporatesecretary@navient.com or c/o Corporate Secretary, Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801. The shareholder should also include his or her contact information and a statement of his or her share ownership. A shareholder wishing to nominate a candidate must comply with the notice and other requirements described under “Shareholder Proposals for the 20182019 Annual Meeting” in this proxy statement.2016,2017, Navient held meetings with over 200 investors and potential investors. In addition, we routinely seek our shareholders’ views on governance and compensation matters. 2017 Proxy Statement 272016,2017, and we have no intention of making such political contributions in 2017.2018. The Company’s Government Relations Department is responsible for the development and implementation of policies pertaining to the Company’s political activities. It reports annually to the Nominations and Governance Committee of the Board on major lobbying priorities and principles. The Department also provides the Committee with a report on any payments made to trade associations, political expenditures, contributions made to other tax-exempt political organizations, as well as contributions by the Company’s Political Action Committee. In addition to the Government Relations Department, Navient maintains numerous compliance processes structured to ensure that the Company and its employees conduct all their activities in accordance with our Code of Business Conduct and with all relevant laws governing political contributions and lobbying activities.Insignificantly expandedhave disclosed our disclosure of political activity and contributions through the publication of our Transparency in Policy Engagement and Political Participation Report. The Report provides an overview of the Company’s legislative and political priorities and also provides details pertaining to Navient’s contributions to members of Congress, trade associations, 527 political organizations and other political organizations. The Nominations and Governance Committee has instructed the Company to update the report on a semi-annual basis. The current Report is available on the Company’s website athttps://www.navient.com/about/who-we-are/transparency/.principalchief financial officer and the principalchief accounting officer. The Code of Business Conduct is available on the Company’s corporate governance website (at www.navient.comhttps://navient.com/about/investors/corp_governance/ under “Investors, Corporate Governance”) and a written copy is available from the Corporate Secretary. The Company intends to post amendments to or waivers of the Code of Business Conduct (to the extent applicable to the Company’s chief executive officer, principalchief financial officer or principalchief accounting officer or any director) at this location on its website. There were no such amendments or waivers during 2016.2015,2016, the Compensation Committee reviewed our director compensation with the assistance of the Compensation Consultant and concluded that the existing program should remain unchangedbe modified. At the recommendation of the Committee, the Board eliminated meeting fees as a separate category of compensation effective with the annual meeting of shareholders in May 2017. Concurrently, the Board approved an increase in the annual equity award for 2016. That review utilized Navient’s 2016 Peer Group. The Compensation Committee revisitedour non-employee directors from $100,000 to $130,000, with the Board Chairman receiving an annual equity award of $195,000, to partially offset the elimination of the meeting fees component and, consistent with best practices, increase the proportion of compensation payable in equity. This increase in compensation is the first increase for our non-employee directors since the Board was formed in connection with the 2014 spin-off from SLM Corporation. Finally, the Board also directed that annual cash retainers be paid in four equal installments beginning in May 2017.in late 2016 based on the Company’s 2017 Peer Group and determined that the program should be revised for 2017. The 2016 director compensation program, as well as changes to the program for 2017, are describedis detailed below.20162017 director compensation program:2016 Compensation ElementsCompensation ValueAnnual Cash Retainer$100,000Additional Cash Retainer for Independent Chairman50,000Additional Cash Retainer for Audit Committee Chair30,000Additional Cash Retainer for Compensation and Personnel Committee Chair25,000Additional Cash Retainer for Other Committee Chairs20,000Annual Equity Award100,000Additional Equity Award for Independent Chairman50,000Meeting Fees (per meeting)1,500Annual Maximum19,5002017 Compensation Elements Compensation Value Annual Cash Retainer $ 100,000 Additional Cash Retainer for Independent Chairman 50,000 Additional Cash Retainer for Audit Committee Chair 30,000 Additional Cash Retainer for Compensation and Personnel Committee Chair 25,000 Additional Cash Retainer for Other Committee Chairs 20,000 Annual Equity Award 130,000 Additional Equity Award for Independent Chairman 65,000 For 2016, each of our non-employee directors also was paid $1,500 for every Board or committee meeting that he or she attended, subject to an annual aggregate maximum amount of $19,500 (which equates to 13 Board or committee meetings per year). This annual maximum is measured by reference to the twelve-month period beginning on the date of the Company’s annual meeting of shareholders, which typically is held in May.For 2017, the Board revised our director compensation program at the recommendation of the Committee to eliminate the payment of meeting fees as a separate category of compensation. Concurrently, the Board approved an increase in the annual equity award for our non-employee directors from $100,000 to $130,000, with the Board Chairman receiving an annual equity award of $195,000, to partially offset the elimination of the meeting fees component and, consistent with best practices, increase the proportion of compensation payable in equity. This is the first compensation increase for our non-employee directors since the Board was formed in connection with the 2014 spin-off from SLM Corporation. The Board also directed that annual cash retainers be paid in four equal installments beginning in May 2017.retainer or meeting fees)retainer). The following shares and share units count towards the ownership guidelines: shares held in brokeragearewere in compliance with this policy throughout 2017 and remain in compliance as of the date of this proxy statement.10b5-1 of the securities laws.10b5-1. Rule 10b5-1 trading plans are pre-established trading plans for sales of our Common Stock. We believe our Rule 10b5-1 policy is effective in ensuring compliance with legal requirements. Under the policy:●All Rule 10b5-1 trading plans must be pre-cleared by the Company’s Securities Trading Compliance Officer.●A trading plan may be entered into, modified or terminated only during an open trading window and while not in possession of material non-public information.●Once adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the trade.forego all orreceive a portioncredit under the Director Deferred Compensation Plan in lieu of thetheir annual equity retainer that they would otherwise receive. retainer.ana dollar amount equivalent amountto the annual equity retainer and automatically invested in a notional Company stock fund. 2017 Proxy Statement 3020162017 compensation under the Director Deferred Compensation Plan.2016. Fees Earned or Paid Stock All Other in Cash(1) Awards(2) Compensation(3) Total Name ($) ($) ($) ($) John K. Adams, Jr. 139,500 99,997 48 239,545 Ann Torre Bates(4) 129,000 99,997 32 229,029 Anna Escobedo Cabral(5) 119,500 100,000 48 219,548 William M. Diefenderfer, III(6) 163,500 150,000 48 313,548 Diane Suitt Gilleland 119,500 99,997 48 219,545 Katherine A. Lehman 116,500 99,997 48 216,545 Linda A. Mills 144,500 99,997 48 244,545 Barry A. Munitz 136,500 99,997 48 236,545 Steven L. Shapiro(7) 0 99,997 0 99,997 Jane J. Thompson(8) 116,500 100,000 48 216,548 Laura S. Unger 146,500 99,997 48 246,545 Barry L. Williams(9) 116,500 100,000 48 216,548 Name John K. Adams, Jr. 90,000 129,985 58 220,043 97,500 130,000 58 227,558 121,500 195,000 58 316,558 Diane Suitt Gilleland 75,000 129,985 58 205,043 Katherine A. Lehman 78,000 129,985 58 208,043 Linda A. Mills 93,750 129,985 58 223,793 3,000 129,985 0 132,985 78,000 130,000 58 208,058 93,000 129,985 58 223,043 78,000 130,000 58 208,058 97,500 129,993 58 227,551 (1) This table includes all fees earned or paid in fiscal year 2016.2017. Unless timely deferred, 20162017 annual cash retainers were paid in quarterly installments beginning shortly after the Company’s 20162017 annual meeting of shareholders. Theshareholders in May 2017. Only three of these quarterly payments occurred in 2017, with the fourth and final payment occurring in 2018. In prior years, annual limitation oncash retainers were paid in a single lump sum shortly after our annual meeting of shareholders in May. For the period prior to our annual meeting of shareholders in May 2017, each of our non-employee directors also was paid $1,500 for every Board or committee meeting that he or she attended, subject to an annual aggregate meeting fees noted in the text above ismaximum amount of $19,500 (which equates to 13 Board or committee meetings per year). This annual maximum was measured by reference to the twelve-month period beginning on the date of the Company’s annual meeting of shareholders rather than the Company’s fiscal year. Therefore, depending on the particular date when ashareholders. Meeting fees were eliminated from our director joins our Board or the timing of our meetings during the year, a director may receive more than $19,500 in meeting fees in a calendar year.compensation program effective May 2017.(2) The grant date fair market value for each share of restricted stock granted in 20162017 to directors is based on the closing market price of the Company’s Common Stock on the grant date. Additional details on accounting for stock-based compensation can be found in “Note 2–Significant Accounting Policies” and “Note 11–Stock-Based Compensation Plans and Arrangements” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. Grant date fair values are rounded down to the nearest whole share to avoid the issuance of fractional shares. As noted in the footnotes below, certain directors timely elected to forego their 2016 annual equity retainer and instead received an equivalentreceive a credit under the Director Deferred Compensation Plan that wasin lieu of their 2017 annual equity retainer. Plan credits are automatically invested in a notional Company stock fund.fund and are not subject to rounding for fractional shares.(3) All Other Compensation is set forth in the table below: Life Insurance Premiums(A) Total Name ($) ($) John K. Adams, Jr 48 48 Ann Torre Bates 32 32 Anna Escobedo Cabral 48 48 William M. Diefenderfer III 48 48 Diane Suitt Gilleland 48 48 Katherine A. Lehman 48 48 Linda A. Mills 48 48 2017 Proxy Statement 31 Life Insurance Premiums(A) Total Name ($) ($) Barry A. Munitz 48 48 Steven L. Shapiro 0 0 Jane J. Thompson 48 48 Laura S. Unger 48 48 Barry L. Williams 48 48 Name John K. Adams, Jr 58 58 Anna Escobedo Cabral 58 58 William M. Diefenderfer III 58 58 Diane Suitt Gilleland 58 58 Katherine A. Lehman 58 58 Linda A. Mills 58 58 Barry A. Munitz 0 0 Jane J. Thompson 58 58 Laura S. Unger 58 58 Barry L. Williams 58 58 David L. Yowan 58 58 (A) The amount reported is the annual premium paid by Navient to provide a life insurance benefit of up to $100,000. (4) Ms. Bates resigned from the Board effective August 16, 2016.(5)Ms. Escobedo Cabral timely elected to forego her 2016 annual equity retainer and instead received an equivalentreceive a credit under the Director Deferred Compensation Plan that wasin lieu of her 2017 annual equity retainer, with the credit being automatically invested in a notional Company stock fund.(6)(5)Mr. Diefenderfer timely elected to forego his 2016 annual equity retainer and instead received an equivalentreceive a credit under the Director Deferred Compensation Plan that wasin lieu of his 2017 annual equity retainer, with the credit being automatically invested in a notional Company stock fund. He also elected to defer his annual cash retainer under the Director Deferred Compensation Plan.(7)(6)Mr. ShapiroMunitz retired from the Board on May 26, 2016,24, 2017, and he forfeited the stock award reflected in the table above which he had received earlier in the year.(8)(7)Ms. Thompson timely elected to forego her 2016 annual equity retainer and instead received an equivalentreceive a credit under the Director Deferred Compensation Plan that wasin lieu of her 2017 annual equity retainer, with the credit being automatically invested in a notional Company stock fund.(8) Ms. Unger elected to defer her meeting fees under the Director Deferred Compensation Plan. (9) Mr. Williams timely elected to forego his 2016 annual equity retainer and instead received an equivalentreceive a credit under the Director Deferred Compensation Plan that wasin lieu of his 2017 annual equity retainer, with the credit being automatically invested in a notional Company stock fund. He also elected to defer his annual cash retainer and meeting fees (until May 2017) under the Director Deferred Compensation Plan. (10)Mr. Yowan was first appointed to the Board on March 30, 2017. From that time until his election to the Board at the May 2017 annual meeting of shareholders, Mr. Yowan received a pro-rated annual cash retainer (in line with all other directors who were paid an annual, lump sum cash retainer for the period from May 2016 to May 2017) as well as meeting fees. 23, 2017,5, 2018, the Audit Committee engaged KPMG as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2017.2018. Representatives of KPMG are expected to be present at the Annual Meeting and they will have the opportunity to respond to appropriate questions from shareholders and to make a statement if they desire to do so.20172018 if, in its discretion, it determines that such a change would be in the Company’s best interests.2017.2018.20162017, and 2015,2016, are set forth below. 2016 2015 Audit Fees $3,451,165 $3,043,614 Audit-Related Fees 2,006,475 1,908,014 Tax Fees* 738,358 796,252 All Other Fees — 45,823 Total $6,195,998 $5,793,702 2017 2016 Audit Fees $3,059,569 $3,451,165 Audit-Related Fees $1,641,614 2,006,475 Tax Fees* 929,921 738,358 All Other Fees - - Total $5,631,104 $6,195,998 * Tax fees for 2016 do not include certain amounts paid by Navient to SLM Corporation (“SLM”) pursuant to a Tax Sharing Agreement dated April 28, 2014 between Navient and SLM, which required Navient to reimburse SLM for certain payments paid to KPMG on Navient’s behalf. In 2016, Navient reimbursed SLM $534,342 for such payments. Additional information concerning the Tax Sharing Agreement and other agreements between SLM and Navient can be found in this proxy statement under the heading “Certain Relationships and Transactions”.2016.2017. Reporting is provided to the Audit Committee regarding services that the Chair of the Audit Committee pre-approved between committee meetings. The Audit Committee receives regular reports from management regarding the actual provision of all services by KPMG. No services provided by our independent registered public accounting firm were approved by the Audit Committee pursuant to the “de minimis” exception to the pre-approval requirement set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.2016.2017. The Audit Committee also discussed with KPMG LLP the matters under Public Company Accounting Oversight Board (“PCAOB”) standards, including among other things, matters related to the conduct of the audit of our financial statements.2016,2017, for filing with the Securities and Exchange Commission.Laura S. Unger,Anna Escobedo Cabral28, 2017,19, 2018, about each shareholder known to Navient to beneficially own more than five percent of the outstanding shares of our Common Stock, based solely on the information filed by each such shareholder on Schedules 13D or 13G with the SEC on the dates indicated in the footnotes to this table (percentages are calculated assuming continuous beneficial ownership at February 28, 2017)19, 2018).Name and Address of Beneficial Owner Shares Percent The Vanguard Group, Inc.(1) 37,688,033 12.95% 100 Vanguard Blvd. Malvern, PA 19355 Barrow, Hanley, Mewhinney & Strauss, LLC(2) 32,007,568 11.00% 2200 Ross Avenue, 31st Floor Dallas, TX 75201-2761 Boston Partners(3) 28,171,325 9.68% One Beacon Street 30th Floor Boston, MA 02108 BlackRock Inc.(4) 21,449,552 7.37% 40 East 52nd Street New York, NY 10022 State Street Corporation(5) 16,155,673 5.54% One Lincoln Street Boston, MA 02111 Name and Address of Beneficial Owner Shares Percent 29,574,809 11.23 % 28,869,964 10.96 % 17,690,334 6.72 % 17,123,082 6.50 % 15,250,281 5.79 % (1) This information is based on the Schedule 13G/A filed with the SEC by The Vanguard Group, Inc., on February 10, 2017.9, 2018. The Vanguard Group, Inc., directly and through its subsidiaries, has sole power to vote or direct the voting of 493,412304,973 shares of Common Stock, shared voting power of 71,93039,900 shares, sole power to dispose of or direct the disposition of 37,143,38829,250,395 shares of Common Stock, and shared power to dispose of or direct the disposition of 544,645324,414 shares of Common Stock. According to this Schedule 13G/A, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns 397,315281,999 shares of Common Stock; and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns 243,24762,874 shares of Common Stock.(2) This information is based on the Schedule 13G filed with the SEC by Barrow, Hanley, Mewhinney & Strauss, LLC on February 9, 2017.12, 2018. Barrow, Hanley, Mewhinney & Strauss, LLC has sole power to vote or direct the vote for 7,574,3227,253,518 shares of Common Stock, shared power to vote or to direct the vote for 24,433,24621,616,446 shares of Common Stock and sole power to dispose or to direct the disposition of 32,007,56828,869,964 shares of Common Stock.(3) This information is based solely on the Schedule 13G filed with the SEC by Boston Partners on February 10, 2017. Boston Partners has sole power to vote or direct the vote for 28,185,474 shares of Common Stock, shared power to vote or to direct the vote for 77,983 shares of Common Stock and sole power to dispose or to direct the disposition of 28,171,325 shares of Common Stock.(4)27, 2016.25, 2018. BlackRock, Inc. has sole power to vote or direct the voting of 18,733,98416,089,126 shares of Common Stock and has sole power to dispose of or direct the disposition of for 21,449,55217,690,334 shares of Common Stock.(4) This information is based on the Schedule 13G filed with the SEC by Boston Partners on February 12, 2018. Boston Partners has sole power to vote or direct the vote for 13,456,823 shares of Common Stock, shared power to vote or to direct the vote for 40,938 shares of Common Stock and sole power to dispose or to direct the disposition of 17,123,082 shares of Common Stock. (5) This information is based on the Schedule 13G filed with the SEC by State Street CorporationCanyon Capital Advisors on February 7, 2017. State Street Corporation14, 2018. Canyon Capital Advisors LLC has sharedsole power to vote or direct the vote for 16,155,67315,250,281 shares of Common Stock and sharedsole power to dispose or to direct the disposition of 16,155,67315,250,281 shares of Common Stock. On April 4, 2018, Canyon Capital Advisors LLC filed a Schedule 13D disclosing beneficial ownership of 20,441,712 shares of Common Stock and sole power to dispose or direct the disposition of 20,441,712 shares of Common Stock. The Schedule 13D represents that Canon Capital Advisors LLC is the beneficial owner of 7.8% of the shares of Common Stock outstanding and is calculated based upon the 263,388,482 shares of Common Stock outstanding as of January 31, 2018.2017.2018. The beneficial owners listed have sole voting and investment power with respect to stock beneficially owned, except as to the interests of spouses or as otherwise indicated. As of February 28, 2017,2018, there were 289,444,035264,585,808 shares of our Common Stock issued, outstanding and entitled to vote. Total Beneficial Percent of Director Nominees(1) Shares(2) Vested Options(3) Ownership(4) Class John K. Adams, Jr. 26,594 — 26,594 * Anna Escobedo Cabral(5) 26,531 — 26,531 * William M. Diefenderfer III(6) 154,531 — 154,531 * Diane Suitt Gilleland(7) 130,041 41,278 171,319 * Katherine A. Lehman 29,094 — 29,094 * Linda A. Mills(8) 30,741 — 30,741 * Barry A. Munitz 70,220 21,523 91,743 * Jane J. Thompson(9) 31,131 — 31,131 * Laura S. Unger(10) 26,991 — 26,991 * Barry Lawson Williams(11) 63,039 15,301 78,340 * Named Executive Officers Jack Remondi(12) 1,464,655 1,335,849 2,800,504 * Somsak Chivavibul(13) 328,628 53,191 381,819 * John Kane(14) 343,253 54,336 397,589 * Jeff Whorley(15) 200,162 35,224 235,386 * Timothy Hynes(16) 214,990 88,118 303,108 * Directors and Officers(17) as a Group (16 Persons) 3,285,581 1,644,820 4,930,401 1.68% Director Nominees 36,220 - 36,220 * 36,967 - 36,967 * 171,277 - 171,277 * 140,771 33,139 173,910 Katherine A. Lehman 38,720 - 38,720 * Linda A. Mills 40,596 - 40,596 * 41,796 - 41,796 * 37,057 - 37,057 * 79,701 9,226 88,927 * 18,279 - 18,279 Named Executive Officers 1,783,389 667,037 2,450,426 * 141,505 - 141,505 * 307,120 49,176 356,296 * 353,523 54,510 408,033 * 303,838 - 303,838 * 244,886 69,429 314,315 * 168,322 11,647 179,969 * Directors and Officers as a Group (18 Persons) 4,021,890 923,419 4,945,309 1.85 % * Less than one percent.percent(1) David L. Yowan was appointed to Board after February 28, 2017, and therefore is not included in this table.(2)Shares of Common Stock and stock units held directly or indirectly, including deferred stock units credited to Company-sponsored retirement and deferred compensation plans. Totals for named executive officers include (i) restricted stock units (“RSUs”) that vest and are converted into shares only upon the passage of time, (ii) performance stock units (“PSUs”) that vest and are converted into shares upon the satisfaction of pre-established performance conditions, and (iii) associated dividend equivalent units (“DEUs”) issued on outstanding RSUs and PSUs. The individuals holding such RSUs, PSUs and DEUs have no voting or investment power over these units. (3)(2)Shares that may be acquired within 60 days of February 28, 2017,2018, through the exercise of stock options. AllThe stock options held by our officers are net-settled pursuant to their terms (i.e., shares are withheld upon exercise to cover the aggregate exercise price, and the net resulting shares are delivered to the option holder). StockNet-settled stock options therefore are shown on a “spread basis,” with out-of-the-money options shown as 0. The stock options held by our directors are a combination of net-settled options and traditional non-qualified stock options, which are shown on a gross outstanding basis.(4)(3)Total of columns 1 and 2. Except as otherwise indicated and subject to community property laws, each owner has sole voting and sole investment power with respect to the shares listed. (4) On March 27, 2018, Mr. Adams notified the Board that he does not wish to seek reelection at our 2018 Annual Meeting. Accordingly, Mr. Adams is not being nominated by the Board for reelection, and his tenure as a director will end when his current term expires at our 2018 Annual Meeting. (5) 19,819For Ms. Cabral, 30,255 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account.(6) 53,804Mr. Diefenderfer’s share ownership includes 75,631 shares held indirectly in a Roth IRA. 70,549 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account.(7) 24,371Ms. Gilleland is not standing for re-election to the Board and will be retiring effective May 24, 2018. 25,475 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account.(8) 5,050For Ms. Thompson, 35,535 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account.(9) 24,870For Ms. Unger, 5,490 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account. 2017 Proxy Statement 37(10) 5,050For Mr. Williams, 41,532 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account.(11) 24,870For Mr. Yowan, 9,537 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account.(12) Mr. Remondi’s share ownership includes 250 shares held as custodian for his child. 627,692668,029 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Remondi has no voting or dispositive control.(13) (13)135,505 of the shares reported in this column are RSUs, PSUs, or DEUs over which Mr. Lown has no voting or dispositive control.(14) Mr. Chivavibul’s share ownership includes 2,098 shares held by his spouse. 160,405112,727 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Chivavibul has no voting or dispositive control.(15) (14)225,882229,862 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Kane has no voting or dispositive control. 1,0801,129 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account.(16) (15)186,521230,999 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Whorley has no voting or dispositive control.(17) (16)148,535161,665 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Hynes has no voting or dispositive control.(18) (17)Christian Lown joined117,308 of the Company after February 28, 2017, and therefore is not includedshares reported in this table.column are RSUs, PSUs or DEUs over which Mr. Heleen has no voting or dispositive control.Name and Age Position and Business Experience ●47●●● ●Asset Recovery and Business Services,Processing Solutions, Navient — June 2015 to present48●●●●● ●55●●● Somsak Chivavibul● Chief Decision Management Officer, Navient — March 2017 to present50● Chief Financial Officer, Navient — April 2014 to March 2017● Senior Vice President — Financial Planning & Analysis, SLM Corporation — May 2007 to April 2014● Vice President — Financial Planning & Analysis, SLM Corporation — 2003 to 2007● Managing Director — Financial Planning & Analysis, SLM Corporation — 1997 to 2003● Treasurer, Student Loan Marketing Association — 1997 to 2003● Corporate Secretary, Navient — February 2015 to present54●●●●● Timothy Hynes●present47● Senior Vice President — Collections,June 2017OctoberJanuary 2011 to April 2014● Senior Vice President — Credit, SLM Corporation — May 2008 to October 2011● Senior Vice President — Consumer Lending, Bank of America Card Services — 1993 to 200820152016 compensation of our NEOs, with approximately 97.7%97.1% of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter cast to approve the 20152016 compensation of our NEOs.20162017 executive compensation program strongly aligns pay to actual performance. Navient’s performance in 2016 improved significantly over 2015 on a number of difference fronts, and that performance is directly reflected in the compensation paid to our NEOs for 2016. The Company’s 2016 financial performance resulted in above-target incentive payments under our annual incentive plan. Specifically, each of our NEOs received 111.1% of the target annual incentive due to the Company’s financial performance during 2016. Additionally, the value of outstanding equity awards granted to our NEOs in early 2016 increased due to an increase in the value of our Common Stock. Stock options granted to our NEOs in February 2016 with an exercise price of $9.18 were in-the-money at the end of 2016, and Restricted Stock Units granted on the same date similarly increased in value. Shareholders are encouraged to read the “Compensation Discussion and Analysis” section, which describes Navient’s executive compensation program in detail, including how it is designed to achieve the Company’s compensation objectives and how the Company’s performance in 20162017 was reflected in the compensation of our NEOs.20162017, and this proxy statement.Barry A. MunitzJane J. ThompsonIntroduction2016,2017, and how we have modified our programs to meet Navient’s needs in the future.Lehman, Mr. Munitz,Thompson (Vice Chair), Ms. ThompsonLehman and Mr. Williams. Until his retirement in May 2016,2017, Mr. ShapiroMunitz also served as a member of the Committee.●Jack Remondi, President and Chief Executive Officer●Somsak Chivavibul, Chief Financial Officer●John Kane, Group President, Asset Recovery and Business Services●Jeff Whorley, Group President, Asset Management and Servicing●Tim Hynes, Chief Risk & Compliance Officerthroughout 2016. Effectiveuntil March 27, 2017, when Christian Lown assumed that role. Mr. Chivavibul then became the Company’s Chief FinancialDecision Management Officer, and he continued in that role until his departure from the Company on February 28, 2018. Mr. ChivavibulHynes served as the Company’s Chief Risk & Compliance Officer until June 19, 2017, when he assumed a newhis current role overseeing the Company’s decision management center.20162017 and the impact of that performance on the compensation paid to our NEOs.Business Objectives: Key Accomplishments in 2016:2017: Improved EarningsDiluted adjusted EPS on a “Core Earnings” basis improved from $1.82 in 2015 to $1.89 in 2016Provide Consistent Returns to Shareholders Improve Performance of Our Private Education Loan Portfolio Private education loan charge-offs decreased by 14% from 2016, resulting in the lowest level of charge-offs in over 10 years Grow Non-Education Fee Revenue Fee revenue from our non-education businesses increased 21% from 2016 Make Significant Loan Acquisitions Acquired $10 billion in educational loans, including $1.2 billion that were private education refinance loans, which add to our consistent and predictable cash flows Successfully ManagedManage Our Liquidity Needs$5.8$5.7 billion in FFELP loan asset-backed securities or “ABS”, $488$662 million in private education loan ABS and $1.3$1.6 billion in unsecured debt$2.6$1.5 billion of senior unsecuredsecured debtSuccessfully extended the legal final maturity dates for $9.8 billion in FFELP loan ABS bonds Private Education Loan PortfolioImproved Year-Over-YearMeasures:Private education loan charge-offs decreased by $146 million from 2015Significant Loan Acquisitions“Core Basis” EPSWe acquired $3.7 billion in educational loans, which adds to our consistent and predictable cash flowsReturn ProgramValueWe returned $1 billion to our shareholders through dividends and share repurchasesPayCompensation Programs That Drive Performance: Our executive compensation program balances annual and long-term performance measures, including a mix of financial, operational and strategic goals that promote effective management of our FFELP loan portfolio, improvements in our private education loan portfolio and non-education fee revenues, and profitable growth in our business services segment. Individual performance goals—including cost containment goals in 2017—also are established for Performance:each of our NEOs.the type ofshort-term performance we saw in 2016 by focusing on key performance metricsmeasures that align with our business objectives. For 2016,2017, these performance metricsmeasures included (i) EPS on a “Core Earnings” basis, (ii) strategic debt financing proceeds,revenue from growth businesses, (iii) fee income, and2017 Proxy Statement42(iii) (iv) private education loan defaults. AsThe Management Incentive Plan is described in the CD&A,greater detail beginning on page 52.2016annual incentive program.Performance Metric 2017 Target 2017 Performance Payout Factor Earnings Per Share on a “Core Earnings” Basis $ 1.82 $ 1.79 90.0 % Revenue from Growth Businesses (millions) $ 240 $ 226 79.4 % Private Education Loan Gross Defaults (millions) $ 546 $ 553 89.7 % Fee Income (millions) $ 725 $ 783 150.0 % above-targetnear-target payments under the 20162017 Management Incentive Plan. More specifically,Plan, with each of our NEOs received 111.1%receiving 96.3% of their target annual incentive for 2016.20162017 were delivered in the form of performance stock units (“PSUs”) that vest based on the Company’s cumulative performance over a three-year performance period. In general, the PSUs granted in 2016 will2017 may vest based on a combination of (i) aggregate cash flows from student loans (net of secured borrowings); (ii) cumulative revenue from growth businesses; and (iii) certain strategic objectives intended to highlightfocused on a limited number of critical, non-formulaic goals that management is focusing on over the next three years.The remaining equity awards Our 2017 long-term incentive program is described in greater detail beginning on page 53.NEOsexecutive team in 2016early 2015. These long-term equity awards were delivereddesigned to vest at the end of 2017, with a potential payout ranging from 0% to 130% of the target award, based on the Company’s “cumulative core net income” for the three-year performance period. Because the Company failed to meet the threshold performance level established for these PSUs, the awards were forfeited, resulting in no payout to our executive team.form restricted stock unitsfollowing chart, which shows the alignment between the Company’s performance (as measured by cumulative total shareholder return (“RSUs”TSR”)) and the annual Realizable Pay (as defined below) of our CEO over the past three fiscal years.
Year CEO Realizable Pay 2017 1,000,000 1,444,500 0 1,032,553 0 3,477,053 2016 1,000,000 1,666,500 - 2,067,157 5,527,226 10,260,883 options. Reflectingoptions granted under the Company’s long-term incentive program in that year, and the value of any PSUs that vested during that fiscal year. Stock awards are valued as the end of each fiscal year and include the “in-the-money” value of stock options, RSUs and PSUs. Because the Company typically grants RSUs and stock options in February each year, the year-end value of these equity awards may be significantly greater or less than the grant-date value depending on whether the price of our strong pay-for-performance culture,common stock has increased or decreased by the end of the year. For example, the year-end value of stock options and RSUs granted in early 2016 was substantially greater than the value of these awards increased due to an increase inupon grant, as the valueprice of our Common Stock. Stock options granted to our NEOs incommon stock increased between the February 2016 with an exercise price of $9.18grant date and December 31, 2016. PSUs typically vest based on cumulative performance over three fiscal years. As noted above, for example, PSUs granted in early 2015 were in-the-moneydesigned to vest at the end of 2016, 2017 based on cumulative performance over the 2015-2017 fiscal years, but the value at the end of the fiscal 2017 was zero as none of the PSUs were earned.RSUs granted on the same date similarly increased in value.●Pay for Performance. A substantial portion of the total compensation paid to our NEOs is earned based on achievement of enterprise-wide goals that impact shareholder value.●Align Compensation with Shareholder Interests. A significant portion of the total direct compensation provided to our NEOs is delivered in the form of equity awards, while other components of compensation are contingent on specific performance goals designed to drive shareholder value. For 2016, 86% of the total direct compensation provided to our CEO for 2016 was at-risk, including incentive awards that are dependent upon the attainment of specific performance objectives, the value of Navient’s Common Stock or both.●Reward Annual Performance. The annual incentive award component of our NEOs’ total compensation is designed to reward achievement of key annual goals that are aligned with the Company’s annual business plan, and conversely to be lower or zero in periods in which those key annual goals are only partially achieved or not achieved at all.●Reward Long-term Growth. The total compensation paid to our NEOs is heavily weighted toward long-term equity-based incentives. These awards link pay to sustained performance and shareholder value creation.●Retention of Top Executives. Our NEOs have base salaries and benefits that are competitive, which permit Navient to attract, motivate and retain executives who can drive and lead its success.
other companies that compete with whom we competeus for executive talent. In setting the compensation opportunity for our NEOs, we generally target the median total direct compensation provided to similarly-situated executives by our peer group companies. Typically, the peer group includes companies that operate businesses similar to Navient—currently both data processing/outsourcing services companies and banking/consumer finance companies—with financial metrics roughly comparable to those of Navient. The Compensation Committee reviews the composition of the peer group annually with the assistance of the Compensation Consultant, making adjustments as needed to address changes in Navient’s business or changes in the peer group companies due to mergers or other transactions.Theto setas context when setting target pay levels at the start of 2016 was unchanged from the peer group previously used for 2015 and consisted2017, consists of the following companies:2016 Navient Peer Group Total Net Net Market Company Assets(1) Income(2) Revenues(2),(3) Cap(1) Alliance Data Systems Corp. 25,514 516 7,138 13,198 Comerica, Inc. 72,978 477 2,600 11,733 Commerce Bancshares, Inc. 25,641 275 1,118 5,863 Discover Financial Services, Inc. 92,308 2,393 7,240 28,432 Euronet Worldwide Inc. 2,713 174 1,959 3,781 Fifth Third Bancorp 142,177 1,564 5,810 20,343 Fiserv Inc. 9,743 930 5,505 23,069 Global Payments, Inc.(4) 10,664 214 3,776 10,668 KeyCorp 136,453 791 4,727 19,745 M&T Bank Corp 123,449 1,315 5,106 24,254 Nationstar Mortgage Holdings, Inc. 19,593 19 1,250 1,761 Paychex, Inc.(4) 6,441 757 2,952 21,846 Santander Consumer USA Holdings Inc. 38,539 766 3,300 4,838 Total Systems Services Inc. 6,366 320 4,170 9,013 Vantiv, Inc. 7,044 213 3,579 9,604 Western Union Co. 9,420 253 5,423 10,531 25thPercentile 8,826 243 2,864 8,225 Median 22,554 496 3,973 11,200 75thPercentile 77,811 826 5,443 20,719 Navient Corporation 121,136 681 2,094 4,980 Rank 4 of 17 8 of 17 14 of 17 14 of 17 Percentile 86 57 14 14 Company Customer Account Management Alliance Data Systems Corporation $ 30,685 $ 789 $ 14,004 44,546 1,733 51,973 DST Systems, Inc. 2,938 452 3,738 Total System Services, Inc. 6,332 586 14,540 The Western Union Company 9,231 (557 ) 8,731 Asset and Risk Management The Charles Schwab Corporation 243,274 2,354 68,865 Comerica Incorporated 71,567 743 15,098 Fifth Third Bancorp 142,193 2,194 21,407 Lincoln National Corporation 281,763 2,079 16,821 Voya Financial, Inc. 222,532 (2,992 ) 8,892 High Volume Operations Discover Financial Services 100,087 2,099 27,951 Fiserv, Inc. 10,289 1,246 27,327 Global Payments Inc. 12,998 468 15,952 7,685 817 24,453 8,667 130 11,955 8,949 460 12,980 Median 30,685 789 15,952 121,140 1,906 25,890 Navient Corporation 114,991 292 3,503 Rank 5 of 16 13 of 16 16 of 16 Percentile 73 17 0 (1) Total assets and market capitalization as of each company’s most-recent fiscal year end.end except for Automatic Data Processing, Inc. and Paychex, Inc. Please see footnotes (4) and (5) for more information.(2) Financial results (in millions in accordance with GAAP) for each company’s most-recently-ended fiscal year, as reflected in each company’s Annual Report on Form 10-K filed with the SEC. Except as otherwise noted below, each company’s most-recent fiscal year ended December 31, 2016.2017.(3) Reflects gross revenues for the following data processing/outsourced services companies: AllianceAutomatic Data Systems Corp.; Euronet Worldwide Inc.; Fiserv Inc.; Global Payments, Inc.; Paychex, Inc.; Total Systems Services Inc.; Vantiv, Inc.; and Western Union Co. Net revenues for Navient and the following banking/consumer finance companies includes net interest income plus non-interest income, excluding provision for loan losses: Comerica, Inc.; Commerce Bancshares, Inc.; Discover Financial Services, Inc.; Fifth Third Bancorp; KeyCorp; M&T Bank Corp; Nationstar Mortgage Holdings, Inc.; and Santander Consumer USA Holdings Inc.(4)TheProcessing’s most recent fiscal year for Global Payments, Inc. and Paychex, Inc. ended May 31, 2016.end is June 30, 2017. Market capitalization for each of these companies reflects common shares outstanding at November 30, 2016,December 31, 2017, multiplied by the per share closing price of the company’s Common Stockcommon stock on December 31, 2016.29, 2017, the last trading date of the year.In May 2016, based on the Compensation Committee’s review, the peer group was changed to better highlight Navient’s three “best fit” core competency categories: customer account management, asset and risk management, and high volume operations. Peer companies were selected in each of these categories, with asset sizes similar to Navient. The current peer group, which the Committee used to set target pay levels at the start of 2017, consists of the following companies:2017 Proxy Statement442017 Navient Peer Group Total Net Net Market Company Assets(1) Income(2) Revenues(2),(3) Cap(1) Customer Account Management Alliance Data Systems Corp. 25,514 516 7,138 13,198 Automatic Data Processing, Inc. 43,670 1,493 11,668 46,372 DST Systems Inc. 2,772 427 1,557 3,428 Total System Services, Inc. 6,366 320 4,170 9,013 The Western Union Company 9,420 253 5,423 10,531 Asset and Risk Management The Charles Schwab Corporation 223,383 1,889 7,462 52,324 Comerica Incorporated 72,978 477 2,600 11,733 Fifth Third Bancorp 142,177 1,564 5,810 20,343 Lincoln National Corporation 261,627 1,192 13,330 15,147 Voya Financial, Inc. 214,235 (428) 10,782 7,633 High Volume Operations Discover Financial Services 92,308 2,393 7,240 28,432 Fiserv, Inc. 9,743 930 5,505 23,069 Global Payments Inc. 10,664 214 3,776 10,668 Paychex, Inc.(4) 6,441 757 2,952 21,846 Vantiv, Inc. 7,044 213 3,579 9,604 25thPercentile 8,232 286 3,678 10,068 Median 25,514 516 5,505 13,198 75thPercentile 117,243 1,342 7,351 22,458 Navient Corporation 121,136 681 2,094 121,136 Rank 5 of 16 8 of 16 15 of 16 5 of 16 Percentile 75 54 3 2 (1)Total assets and market capitalization as of each company’s most-recent fiscal year end except for Automatic Data Processing, Inc. and Paychex, Inc. Please see footnote (4) for more information.(2)Financial results (in millions in accordance with GAAP) for each company’s most-recently-ended fiscal year, as reflected in each company’s Annual Report on Form 10-K filed with the SEC. Except as otherwise noted below, each company’s most-recent fiscal year ended December 31, 2016.(3)Reflects gross revenues for the following companies: Alliance Data Systems Corporation; Automatic Data Processing, Inc.; DST Systems, Inc.; Total System Services, Inc.; The Western Union Company; Lincoln National Corporation; Voya Financial, Inc.; Fiserv, Inc.; Global Payments Inc.; Paychex, Inc.; and Vantiv, Inc. Reflects net revenues including net interest income plus non-interest income, excluding provision for loan losses for Navient and the following banking/consumer finance companies: The Charles Schwab Corporation; Comerica, Incorporated; Fifth Third Bancorp; and Discover Financial Services.(4) ThePaychex’s most recent fiscal year ended June 30, 2016 for Automatic Data Processing, Inc. and endedend is May 31, 2016 for Paychex Inc.2017. Market capitalization for these companies reflects common shares outstanding at November 30, 2016,2017, multiplied by the per share closing price of the company’s Common Stockcommon stock on December 31, 2016.29, 2017, the last trading date of the year.The new peer group consists(5) The company was formerly known as Vantiv, Inc. and changed its name to Worldpay, Inc. after it acquired Worldpay Group plc in January, 2018. 26, 2016,25, 2017, the Company conducted an advisory vote to approve its executive compensation for the fiscal year ended December 31, 2015.2016. Shareholders expressed support for the compensation of our NEOs, with approximately 97.7%97.1% of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter cast to approve our 20152016 executive compensation. The Committee took into account the results of this advisory vote when making compensation decisions for 2016.2017 Proxy Statement4520162017 Executive Compensation ProgramCompensation Element Objective Type of Compensation Base Salary To provide a base level of cash compensation consistent with the executive’s level of responsibility. Fixed cash compensation. Reviewed annually and adjusted as appropriate. Annual Incentives To encourage and reward our NEOs for achieving annual corporate and individual performance goals. Variable compensation. Performance-based. Payable in cash. Long-term Incentives To motivate and retain senior executives by aligning their interests with those of shareholders through sustained performance and growth. Multi-year variable compensation. Generally payable in performance stock units (“PSUs”) and/or restricted stock units (“RSUs”), in addition to stock options. PSUs are subject to performance vesting based on cumulative performance over a three-year performance, period, with each award being settled in stock at the end of the performance period to the extent that goals are met. RSUs and stock options are subject to time-based vesting, with each award vesting in 1/3 increments over a three-year period. For 2016,2017, total long-term incentive value was provided 50% in PSUs, 30% in RSUs, and 20% in stock options. Because our focus is on performance, the Committee does not consider aggregate amounts earned or benefits accumulated by an executive from prior service with the Company as a significant factor in making compensation decisions.20162017 Total Direct Compensation of our NEOs was at-risk and dependent upon the attainment of specific performance objectives, as well as the value of Navient’s Common Stock. The charts below provide the at-risk percentages of the 20162017 Total Direct Compensation of our NEOs and the percentage of their compensation that is at-risk, with Annual Incentives and PSUs shown at target levels of performance.
its review of Mr. Remondi’s performance in 2015, as well as a market analysis of the 20162017 Navient peer group, the Compensation Committee (in consultation with the other independent members of the Board) determined that Mr. Remondi’s 2017 base salary should remain unchanged at $1,000,000.20162017 base salaries of Messrs. Chivavibul, Kane, Whorley, Hynes and HynesHeleen were established by the Compensation Committee, taking into account recommendations made by Mr. Remondi, as well as a review of benchmarking data from the 20162017 Navient peer group. Based on their performance—including performance relative to individual cost containment goals established for 2017 that were met or exceeded—and the benchmarking data, the Committee concluded that an increase in base salary was warranted. Mr. Hynes and Mr. Heleen received a larger increase due to a change in their responsibilities. Mr. Lown’s base salary was determined by the Committee by reference to benchmarking data and other factors when he was recruited to join the Company in early 2017. In the case of each case,NEO, including the CEO, the Committee reached its final determinations in consultation with the Compensation Consultant.Although we generally target the median total direct compensation provided to similarly-situated executives by our peer group of companies, the Compensation Committee determined in 2014 that the base salaries of Messrs. Chivavibul, Kane, and Hynes should be established conservatively and lower than median to reflect each executive’s relative newness to his role. The Committee made this determination in 2014 with the expectation that the base salary of each executive would be adjusted in future years commensurate with market conditions and the executive’s performance and experience. Based on their performance, the Committee determined that an increase in base salary was warranted for Messrs. Chivavibul, Kane, and Hynes in 2015. Even with this increase, the 2015 base salaries for Messrs. Chivavibul, Kane, and Hynes remained below the median base salaries provided to similarly-situated executives by our peer group companies. The base salaries for Messrs. Chivavibul, Kane and Hynes remained unchanged for 2016.2014; December 31, 2015;2016, and December 31, 2016,2017, respectively. 2014 Base 2015 Base 2016 Base Navient NEOs Salary Salary Salary Mr. Remondi $ 1,000,000 $ 1,000,000 $ 1,000,000 Mr. Chivavibul 350,000 380,000 380,000 Mr. Kane 400,000 450,000 450,000 Mr. Whorley* — — 450,000 Mr. Hynes 325,000 370,000 370,000 Navient NEOs Mr. Remondi $ 1,000,000 $ 1,000,000 — 400,000 Mr. Chivavibul 380,000 390,000 Mr. Kane 450,000 460,000 Mr. Whorley 450,000 460,000 Mr. Hynes 370,000 385,000 Mr. Heleen 370,000 385,000 WhorleyLown joined the Company in June 2015March 2017, and was not a Named Executive Officer of the Company during 2015.2016.20162017 Management Incentive Plan. As part of Navient’s annual strategic planning process, management developed an operating plan for the Company’s 20162017 fiscal year. The Compensation Committee and management then discussed specific corporate performance goals for Navient to be set forth in a 20162017 annual incentive program—known as the Management Incentive Plan (“MIP”)—with the express purpose of focusing executives on achieving the operating plan. As detailed below, the 2016 MIP approved by the Committee incorporates a number of important design changes relative to Navient’s 2015 MIP in order to drive strategic growth and maximize shareholder return.2016,2017, the Committee decided to continue its focus on “Core Earnings” per share4as a key financial metric, which incorporates performance relative to capital management and is aligned with the focus of investors. Three other financial metrics were carried forward from the 2016 MIP—revenue from growth businesses, private loan gross defaults and fee income. The Committee also introduced a new metric in 2016 for strategic debt financing proceeds in line with the Company’s 2016 operating plan. This new metric, which was specific to 2016, was intended to focus management on new financing needed to meet the Company’s liquidity requirements, including various growth initiatives. To stressfirst of these metrics stresses the importance of strategic growth, the Committee replaced the “strategic grow modifier” in the 2015 MIP with specific revenue goals for those businesses that the Company has targeted for growth.Two other financial metrics were carried forward from the 2015 MIP—gross defaults and fee income. Gross loan defaults is a key metric used by our investors and others to measure the performance of our loan portfolios. Incorporating this metric into our annual incentive plan helps drive our efforts to minimize loan defaults, which helps our investors as well as our student loan customers. Fee income emphasizes the continuing importance of our fee-based businesses, which generate income through loan servicing, asset recovery and other business processing activities.thesethe payout factors range from 50% based on a threshold level of performance, to 150% based on a maximum level of performance, with performance below threshold resulting in a payout factor of 0%.thesethe weight, target, and payout factors: Below Performance Performance Performance Performance 2016 Threshold Threshold Target Maximum Performance Metric Weight (Payout Factor = 0%) (Payout Factor = 50%) (Payout Factor = 100%) (Payout Factor = 150%) Earnings Per Share on a “Core Earnings” Basis(1) 40% <$1.45 $1.45 $1.85 >= $2.08 Strategic Debt Financing Proceeds (millions)(2) 20% <$500 $500 $750 >= $1,000 Fee Income (millions) 10% <$650 $650 $710 >= $760 Private Education Loan Gross Defaults (millions) 15% >$725 $725 $687 <= $650 Revenue from Growth Business(3) 15% <$150 $150 $170 >= $195 Weight 40 % <$1.67 $ 1.67 $ 1.82 >= $2.01 25 % <$206 $ 206 $ 240 >= $262 20 % >$579 $ 579 $ 546 <= $520 Fee Income (millions) 15 % <$685 $ 685 $ 725 >= $755 (1) Excludes any regulatory remediation charges. (2) Reflects incremental cash raised from unsecured debt issuances, financing of unencumbered private education loans, financing of trust overcollateralization and other new sources of liquidity. Excludes financing of unencumbered FFELP loans and other readily-available sources of liquidity.(3)Revenue from non-federal-loan-related businesses. (3) Based on pre-established adjustment guidelines, and in order to remain consistent with the MIP goals, 2017 results were adjusted to exclude defaults from a large loan portfolio acquired in mid-2017, as well as the estimated reduction in loan defaults resulting from borrowers being placed in disaster forbearance status following major hurricanes in 2017. 4“Core Earnings” per Share is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. For more information on When determining MIP payouts, the definition of Core Earnings and for a reconciliation of non-GAAP financial measures with GAAP results, please refer to the discussion included in Item 7 of our 2016 Annual Report filed on Form 10-K on February 24, 2017, or refer to the Investor Relations section of our website located at http://www.navient.com/about/investors/.2017 Proxy Statement4820162017 actual performance of the Company for each metric, (iv) the payout factor for each metric based on the Company’s level of achievement relative to target, (v) the relative weighting of each performance metric, and (vi) the performance score attributable to each metric, as well as the overall performance score.2016 Performance Metric Performance
Target 2016 Actual
Performance Payout
Factor Weighting Performance
Score (i) (ii) (iii) (iv) (v) (vi) Earnings Per Share on a “Core Earnings” Basis $ 1.85 $ 1.86 102.2 % 40 % 40.9 % Strategic Debt Financing Proceeds (millions) $ 750 $ 1,306 150.0 % 20 % 30.0 % Fee Income (millions) $ 710 $ 708 98.3 % 10 % 9.8 % Private Education Loan Gross Defaults (millions) $ 687 $ 635 150.0 % 15 % 22.5 % Revenue from Growth Business $ 170 $ 151 52.5 % 15 % 7.9 % Overall Performance Score 111.1 % Earnings Per Share on a “Core Earnings” Basis $ 1.82 $ 1.79 90.0 % 40 % 36.0 % Revenue from Growth Businesses (millions) $ 240 $ 226 79.4 % 25 % 19.9 % Private Education Loan Gross Defaults (millions) $ 546 $ 553 89.7 % 20 % 17.9 % Fee Income (millions) $ 725 $ 783 150.0 % 15 % 22.5 % Overall Performance Score 96.3 % 2017.2018. Annual incentive awards for 20162017 were based solely on the overall performance score and paid in cash in February 2017.2018. The 20162017 incentive award amount for each of the NEOs under the 20162017 MIP is set forth in the following table.Navient NEOs Target % of
Base Salary 2016 Target Incentive
Amount ($) Overall
Performance
Score 2016 MIP Incentive Award
Amount ($) Mr. Remondi 150 % 1,500,000 111.1 % 1,666,500 Mr. Chivavibul 150 % 570,000 111.1 % 633,270 Mr. Kane 150 % 675,000 111.1 % 749,925 Mr. Whorley 150 % 675,000 111.1 % 749,925 Mr. Hynes 150 % 555,000 111.1 % 616,605 Navient NEOs Mr. Remondi 150 % 1,500,000 96.3 % 1,444,500 M. Lown 150 % 600,000 96.3 % 577,800 Mr. Chivavibul 150 % 585,000 96.3 % 563,355 Mr. Kane 150 % 690,000 96.3 % 664,470 Mr. Whorley 150 % 690,000 96.3 % 664,470 Mr. Hynes 150 % 577,500 96.3 % 556,133 Mr. Heleen 150 % 577,500 96.3 % 556,133 20162017 Navient peer group performed by the Committee’s independent consultant, the Compensation Committee approved 20162017 long-term incentive awards for our NEOs in early 20162017 in the following amounts: Mr. Remondi ($3,850,000)4,000,000); Mr. Chivavibul ($990,000)900,000); Mr. Kane ($1,320,000)1,450,000); Mr. Whorley ($1,320,000)1,350,000); Mr. Hynes ($1,000,000); and Mr. HynesHeleen ($880,000)750,000).These long-term incentive amounts reflect increases In general, these award levels represent a modest increase over 2015. With the FFELP portfolio in decline,2016, which the Committee sought to further emphasize the important long-term objectives of achieving profitable growth from other sources and stabilizing liquidity and debt, objectives thatdetermined were highlighted in newly-designed PSUs. The Committee also determined that increases in long-term incentives were consistent with peer group levels and warranted by the executive team’s continued strong performance in the face of an increasingly challenging regulatory, rating agency and financial environment. Finally,caselong-term equity and deferred compensation with his former employer that he forfeited by joining Navient. This Deferred Signing Bonus, will be payable in cash in two equal installments on the first and second anniversaries of his start date with the Company, March 17, 2017, provided he remains employed by the Company on each such date.Hynes,Lown, the Committee decided that a larger increase was needed to bring the value of his long-term incentives closer to the peer group median.The 20162017 long-term incentive awards were delivered as 50% in PSUs, 30% in RSUs, and 20% in stock optionsoptions. Mr. Lown’s one-time inducement equity award was delivered entirely in RSUs. In future years, Mr. Lown’s annual equity awards will be delivered in the same mix of awards as follows:Navient NEOs Performance Stock Units(1)
(#) Restricted Stock Units(2)
(#) Stock Options(3)
(#) Total Award
Value(4)
($) Mr. Remondi 209,694 125,816 762,376 3,850,000 Mr. Chivavibul 53,921 32,352 196,039 990,000 Mr. Kane 71,895 43,137 261,386 1,320,000 Mr. Whorley 71,895 43,137 261,386 1,320,000 Mr. Hynes 47,930 28,758 174,257 880,000 Navient NEOs Mr. Remondi 129,198 77,519 297,397 4,000,000 Mr. Lown - 71,428 - 1,000,000 Mr. Chivavibul 29,069 17,441 66,914 900,000 Mr. Kane 46,834 28,100 107,806 1,450,000 Mr. Whorley 43,604 26,162 100,371 1,350,000 Mr. Hynes 32,299 19,379 74,349 1,000,000 Mr. Heleen 24,224 14,534 55,762 750,000 (1) This column represents the target PSUs granted to each of the NEOs on February 3, 2016,6, 2017, with the target number of PSUs equal to 50% of the 20162017 long-term incentive award amount approved by the Compensation Committee divided by the closing price of Navient Common Stock on the grant date. Each PSU is subject to performance-based vesting over a three-year performance period beginning on January 1, 2016, and ending on December 31, 2018. The vesting provisions of these PSUs are described below.(2) This column represents the RSUs granted to each of the NEOs on February 3, 2016,6, 2017, with the number of RSUs equal to 30% of the 20162017 long-term incentive award amount approved by the Compensation Committee divided by the closing price of Navient Common Stock on the grant date. These RSUs are scheduled to vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to certain terms and conditions. 2017 Proxy Statement 49(3) This column represents the stock options granted to each of the NEOs on February 3, 2016,6, 2017, with the number of stock options determined using 20% of the 20162017 long-term incentive award amount approved by the Compensation Committee and the Black-Scholes option value (which incorporates the closing price of Navient Common Stock on the grant date). These stock options are scheduled to vest in one-third increments on each of the first, second and third anniversaries of the grant date, subject to certain terms and conditions.(4) Total award value differs slightly from the grant date fair value, as reflected in the “Summary Compensation Table” and “Grants of Plan-Based Awards” table, as the number of units/options is rounded down to the nearest whole unit or option to avoid the issuance of fractional units or shares. was similar toremained the 2015same as the 2016 long-term incentives, butwith RSUs were given slightly more weight (30%, compared to 20% in 2015) consistent with peer group practices.The) than stock options (20%).modifiedkept the PSU structures for our NEOsstructure adopted in 2016, to better alignwhich aligns with the Company’s objectives in 2016 and beyond for cash flow, revenue from growth businesses, and achievement of strategic objectives. These PSUs vest based on performance over the three-year period from 20162017 to 2018.2019. The performance metrics, weightings and potential for PSU vesting as a percentage of the target number of PSUs are shown in the chart below:Performance Metric Weight Percentage of PSUs Vesting(1) 0% 50% 100% 150% Net Student Loan Cash Flows(2) 50% Less than $7.5 billion $7.5 billion $7.8 billion $8.6 billion or greater Cumulative Revenue from Growth Businesses(3) 30% Less than $520 million $520 million $665 million $775 million or greater Strategic Objectives 20% ● Build strong relationships with state and federal regulators ● Pursue opportunistic loan portfolio acquisitions ● Significantly reduce expenses ● Improve profitability of key business lines Performance Metric Weight 0% 50% 100% 150% 50% $6.75 billion $7.85 billion 30% $770 million $995 million Strategic Objectives 20% (1) For points between each performance level, the vesting percentages will be interpolated. That is, vesting will be interpolated between threshold performance (50% vesting) and target performance (100% vesting), as well as between target performance and maximum performance (150% vesting). (2) Aggregate cash flows net of secured borrowings from all student loans (including private credit refinance loans) realized for the fiscal years 2016, 2017, 2018 and 2018,2019, including student loan cash flows realized from new acquisitions, but excluding the impact of cash flows for fiscal years beyond 20182019 that are accelerated through securitizing or pledging unencumbered student loans, or through loan sales.(3) That portion of the Company’s aggregate revenue for fiscal years 2016-182017-19 from non-federal-loan-related businesses.businesses, including revenue from private credit refinance loans.2016, 2017, 2018 and 20182019 represent a critical driver of shareholder value, and thus are given the most weight. Strong cash flow performance supports our shareholder dividends, share repurchases, debt repayments and strategic investments in future growth areas. Cumulative revenue from growth businesses is a measure of our success in realizing our long-range business plans and our ability to incorporate new growth businesses into our portfolio to balance our maturing portfolio of FFELP loans. Finally, strategic objectives are intended to highlightfocused on a limited number of critical, non-formulaic goals that management is focusing on over the next three years.headwindsenvironmental factors increase the degree of difficulty that management faces in achieving the long-term growth and performance goals of the Company. 2017 Proxy Statement 50Perquisites.Perquisites are limited and are not a significant portion of our compensation program. Our policy is to allow limited personal use of the company’s aircraft by our NEOs. To the extent an NEO uses Navient’s private aircraft for personal travel, the NEO must reimburse Navient for the variable flight costs of such personal use. These reimbursements exceed the requirements of the Internal Revenue Code. In 2016,2017, we did not provide relocation allowances to our NEOs. We provided transportation allowances to our CEO as described in the Summary Compensation Table.The has approved annual physicals for our senior executives, including our NEOs. We believe thatConsistent with a market trend to limit perquisites, the executive physicals align with our wellness initiative as well as assist in mitigating risk linked to unplanned succession events. Executive physicals are intended to identify any health risks and medical conditions as early as possible in an effort to achieve morephysical program was eliminated effective treatment and outcomes.Programs●2018 Proxy StatementChief Executive Officer — Lesser of 1 million shares or $5 million in value55 ●Executive Vice President — Lesser of 200,000 shares or $1 million in value●Senior Vice President — Lesser of 70,000 shares or $350,000 in value 2017 Proxy Statement 51Clawback.Awards made to senior officers, including our NEOs, under the Navient Corporation 2014 Omnibus Incentive Plan (as amended and restated) are subject to clawback in the event of a material misstatement of Navient’s financial results and other qualifying events.. One, subject to a “performance-based compensation” exception to Section 162(m)’s disallowance of a U.S. federal income tax deduction for compensation over $1 million applies to “performance-based compensation” paid pursuant to shareholder-approved plans. Although much of the compensation opportunity in our executive compensation program is performance-based and (prior to 2018) generally deductible for U.S. federal income tax purposes, the Compensation Committee retains the flexibility to award compensation to the NEOs that is not deductible for U.S. federal income tax purposes.20162017 annual incentive program—known as the Management Incentive Plan (“MIP”)—special rules apply for executives subject to Section 162(m). The Committee established a separate performance target applicable only to these executives. This “162(m) performance target” for 20162017 required that the Company achieve positive Core Net Income for the year. If this target is achieved, each executive subject to Section 162(m) becomes eligible to receive an incentive payment based on the maximum applicable award (i.e., 150%). However, the Committee retained “negative discretion” to reduce the executive’s incentive payment using the same criteria established for all other MIP participants who are not subject to Section 162(m). This approach allows the 2017 MIP to operate in the same manner for all participants, regardless of whether they are subject to Section 162(m).20162017 long-term incentive program. This 162(m) performance target requires that the Company achieve positive Cumulative Core Net Income for the three-year performance period. If this target is achieved, each executive subject to Section 162(m) becomes eligible for the maximum level of vesting available (i.e., 150%). However, the Committee retained “negative discretion” to reduce the level of vesting using the same criteria established for all other PSU recipients who are not subject to Section 162(m).2016,2017, December 31, 2015,2016, and December 31, 2014.NAME AND PRINCIPAL
POSITION(1) YEAR(2) SALARY
($) BONUS(3)
($) STOCK
AWARDS(4)
($) OPTION
AWARDS(4)
($) NON-EQUITY
INCENTIVE PLAN
COMPENSATION(5)
($) CHANGE IN
PENSION
VALUE
AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS(6)
($) ALL OTHER
COMPENSATION(7)
($) TOTAL
($)Jack Remondi 2016 1,000,000 0 3,079,980 769,999 1,666,500 — 43,431 6,559,910 President and Chief 2015 1,000,000 0 2,449,978 1,050,000 735,000 — 39,930 5,274,908 Executive Officer 2014 1,000,000 200,000 3,141,077 1,174,311 807,750 — 290,586 6,613,724 Somsak Chivavibul 2016 379,999 0 791,985 197,999 633,270 — 33,249 2,036,502 Chief Financial 2015 378,846 0 629,993 269,998 242,820 — 33,077 1,554,734 Officer 2014 330,769 60,000 782,691 253,821 282,712 — 79,720 1,789,713 John Kane 2016 449,999 0 1,055,993 263,999 749,925 — 38,249 2,558,165 Group President, 2015 448,076 0 822,483 352,499 330,750 — 38,249 1,992,057 Asset Recovery and 2014 382,692 70,000 989,762 334,606 323,100 — 82,105 2,182,265 Business Services Jeff Whorley 2016 449,999 0 1,055,993 263,999 749,925 — 13,249 2,533,165 Group President, Asset Management and Servicing Tim Hynes 2016 370,000 0 703,995 175,999 616,605 — 13,249 1,879,848 Chief Risk & 2015 368,269 0 507,476 217,499 271,950 — 13,249 1,378,443 Compliance Officer 2014 316,346 30,000 618,750 203,821 218,765 — 58,315 1,445,997 YEAR Jack Remondi 2017 1,000,000 0 3,199,979 799,997 1,444,500 - 12,260 6,456,736 President and Chief 2016 1,000,000 0 3,079,980 769,999 1,666,500 - 43,431 6,559,910 Executive Officer 2015 1,000,000 0 2,449,978 1,050,000 735,000 - 39,930 5,274,908 Christian Lown 2017 292,310 0 999,992 0 577,800 3,000 1,873,102 Chief Financial Officer Somsak Chivavibul 2017 388,461 0 719,974 179,998 563,355 38,499 1,890,287 Former Chief 2016 379,999 0 791,985 197,999 633,270 33,249 2,036,502 Financial Officer 2015 378,846 0 629,993 269,998 242,820 - 33,077 1,554,734 John Kane 2017 458,461 0 1,159,978 289,998 664,470 40,327 2,613,234 Group President, 2016 449,999 0 1,055,993 263,999 749,925 38,249 2,558,165 Business Processing 2015 448,076 0 822,483 352,499 330,750 - 38,249 1,992,057 Solutions Jeff Whorley 2017 458,461 0 1,079,976 269,997 664,470 13,499 2,486,403 Group President, 2016 449,999 0 1,055,993 263,999 749,925 - 13,249 2,533,165 Asset Management and Servicing Tim Hynes 2017 382,703 0 799,974 199,998 556,133 13,500 1,952,308 EVP, Consumer 2016 370,000 0 703,995 175,999 616,605 13,249 1,879,848 Lending 2015 368,269 0 507,476 217,499 271,950 - 13,249 1,378,443 Mark Heleen 2017 382,692 0 599,973 149,999 556,133 - 19,498 1,708,295 Chief Legal Officer 2016 370,000 0 483,997 120,999 616,605 - 19,232 1,610,833 and Secretary 2015 369,357 0 384,980 164,998 271,950 - 19,220 1,210,505 (1) Reflects the position held by each NEO as of December 31, 2016. Mr. Remondi served as President and Chief Executive Officer of the company previously known as SLM Corporation (“Former SLM”) in 2014 until the spin-off of Navient (“Spin-Off”). He became President and Chief Executive Officer of Navient in connection with the Spin-Off.2017. Mr. Chivavibul served as Senior Vice President, Financial Planning & Analysis of Former SLM during 2014 until the Spin-Off, when he became Chief Financial Officer of Navient.Navient until March 27, 2017, when Mr. Kane served as Senior Vice President, Enterprise ProjectLown joined the Company and assumed the role of Chief Financial Officer. Mr. Lown was not an NEO in either 2015 or 2016. Mr. Chivavibul became the Company’s Chief Decision Management of Former SLM in 2014. Mr. Kane became Chief Operating Officer of Navient in connection with the Spin-Off,on March 27, 2017, and he assumedcontinued in that role until his current role as Group President, Asset Recovery and Business Services in June 2015.departure from the Company on February 28, 2018. Mr. Whorley joined Navient in June 2015 as Group President, Asset Management and Servicing. He was not a NEO in either 2014 or 2015. Mr. Hynes served as Senior Vice President, Credit of Former SLM during 2014 until the Spin-Off, when he becameCompany’s Chief Risk & Compliance Officer of Navient.until June 19, 2017, when he assumed his current role overseeing the Company’s new consumer lending division.(2) Navient was spun-off from the company now known as SLM Corporation (“SLM”) and became an independent public company effective April 30, 2014. Prior to the Spin-Off, each of our NEOs (other than Mr. Whorley) was employed by Former SLM; therefore, the information provided for the portion of 2014 preceding the Spin-Off reflects compensation earned at Former SLM and Former SLM’s executive compensation programs, as well as the position each NEO held during that period. Accordingly, compensation decisions regarding our NEOs during that period were made by the Former SLM Compensation and Personnel Committee or its delegates.(3)Our NEOs did not receive any bonus payments in 2016 or 2015. The Former SLM Compensation and Personnel Committee approved a one-time cash bonus payment in 2014 for Mr. Remondi in recognition of his significant contributions toward the successful completion of the Spin-Off. Other senior executives of Former SLM, including Messrs. Chivavibul, Kane and Hynes, received similar one-time cash bonus payments.(4)Amounts shown are the grant date fair values of the various awards granted during 2014, 2015, 2016 and 20162017 computed in accordance with the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) Topic 718. Additional details on accounting for stock-based compensation can be found in “Note 2—Significant Accounting Policies” and “Note 11—Stock-Based Compensation Plans and Arrangements” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. The “Stock Awards” column also includes the value of annual incentive awards delivered in the form of fully-vested stock or fully-vested restricted stock units (“RSUs”), as described in Note 5 of this Summary Compensation Table. Performance stock units (“PSUs”) granted in 2015 and 2016 are shown at their grant date fair values for each of these years.Equity awards granted after the April 30, 2014 effective date of the Spin-Off were delivered in shares or units of Navient Common Stock. Equity awards granted prior to April 30, 2014 were delivered in shares or units of Former SLM Common Stock. These awards were adjusted and converted into Navient and/or SLM equity awards in connection with the Spin-Off, which is described in greater detail in the table of “Outstanding Equity Awards at Fiscal Year-End” below, as well as in our Registration Statement filed on Form 10 with the SEC on April 10, 2014. Amounts shown for 2014 include the incremental fair value of these adjusted and converted awards, computed as of the adjustment/conversion date in accordance with FASB ASC Topic 718, for each of our NEOs ($7,645 for Mr. Remondi; $3,823 for Mr. Chivavibul; $1,274 for Mr. Kane; and $3,823 for Mr. Hynes). 2017 Proxy Statement 53(5)(3)Annual incentive awards for 2016 and 2015 were paid to NEOs under the Navient 2016 and 2015 Management Incentive Plan in cash. Annual incentive awards for 2014 were paid to Messrs. Remondi, Chivavibul, Kane and Hynes under the Navient 2014 Management Incentive Plan, with 50 percent of each award delivered in cash and 50 percent delivered in fully-vested RSUs with transfer restrictions that lapse in one-third increments on each of the first, second and third anniversaries of the grant date. Only the cash portion of each annual incentive award is shown in this column; the portion of each annual incentive award delivered in Common Stock or RSUs is shown in the “Stock Awards” column.(4) Navient’s non-qualified deferred compensation plan does not provide for above-market or preferential earnings on compensation deferred under the plan. (7)(5)For 2016,2017, the components of “All Other Compensation” were as follows:NAME EMPLOYER
CONTRIBUTIONS
TO DEFINED
CONTRIBUTION
PLANS(A)
($) TRANSPORTATION
ALLOWANCE(B)
($) ANNUAL PHYSICAL
EXAMINATION(C)
($) TOTAL
($) Remondi 38,250 731 4,450 43,431 Chivavibul 33,249 — — 33,249 Kane 38,249 — — 38,249 Whorley 13,249 — — 13,249 Hynes 13,249 — — 13,249 NAME Remondi 6,692 1,118 4,450 12,260 Lown 0 0 3,000 3,000 Chivavibul 38,499 0 0 38,499 Kane 38,500 0 1,827 40,327 Whorley 13,499 0 0 13,499 Hynes 13,500 0 0 13,500 Heleen 13,500 0 5,998 19,498 (A) Amounts credited to Navient’s tax-qualified defined contribution plan and non-qualified deferred compensation plan. (B) Automobile allowance benefit calculated based on the annual lease method. (C) Senior executives, including our NEOs, arewere eligible to receive an annual executive physical examination.examination in 2017. Messrs. Chivavibul, Kane, Whorley, and Hynes did not utilize this allowance in 2016.2017. The executive physical program was eliminated effective January 1, 2018.For 2014, “All Other Compensation” includes the value of unvested dividend equivalent units (“DEUs”) accrued on units of unvested RSUs during 2014 for the following executives: Messrs. Remondi ($243,570), Chivavibul ($31,849), Kane ($45,111), and Hynes ($29,748).NAME GRANT DATE ALL OTHER Remondi - 1,500,000 2,250,000 2/6/2017 64,599 129,198 193,797 1,999,985 2/6/2017 77,519 1,199,994 2/6/2017 297,397 15.48 799,997 Lown - 600,000 900,000 3/27/2017 999,992 Chivavibul - 585,000 877,500 2/6/2017 14,534 29,069 43,603 �� 449,988 2/6/2017 17,441 269,986 2/6/2017 66,914 15.48 179,998 Kane - 690,000 1,035,000 2/6/2017 23,417 46,834 70,251 724,990 2/6/2017 28,100 434,988 2/6/2017 107,806 15.48 289,998 Whorley - 690,000 1,035,000 2/6/2017 21,802 43,604 65,406 674,989 2/6/2017 26,162 404,987 2/6/2017 100,371 15.48 269,997 Hynes - 577,500 866,250 2/6/2017 16,149 32,299 48,448 499,988 2/6/2017 19,379 299,986 2/6/2017 74,349 15.48 199,998 Heleen - 577,500 866,250 2/6/2017 12,112 24,224 36,336 374,987 2/6/2017 14,534 224,986 2/6/2017 55,762 15.48 149,999 ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS(3)
(#) ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS(4)
(#) EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
($/SHARE) GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS(5)
($) ESTIMATED FUTURE PAYOUTS
UNDER
NON-EQUITY INCENTIVE PLAN
AWARDS(1) ESTIMATED FUTURE PAYOUTS
UNDER
EQUITY INCENTIVE PLAN
AWARDS(2) NAME GRANT DATE Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Remondi Management — 1,500,000 2,250,500 Incentive Plan 2/3/2016 104,847 209,694 314,541 1,924,990 2/3/2016 125,816 1,154,990 2/3/2016 762,376 9.18 769,999 Chivavibul Management — 570,000 855,000 Incentive Plan 2/3/2016 26,960 53,921 80,881 494,994 2/3/2016 32,352 296,991 2/3/2016 196,039 9.18 197,999 Kane Management — 675,000 1,012,500 Incentive Plan 2/3/2016 35,947 71,895 107,842 659,996 2/3/2016 43,137 395,997 2/3/2016 261,386 9.18 263,999 Whorley Management — 675,000 1,012,500 Incentive Plan 2/3/2016 35,947 71,895 107,842 659,996 2/3/2016 43,137 395,997 2/3/2016 261,386 9.18 263,999 Hynes Management — 555,000 832,500 Incentive Plan 2/3/2016 23,965 47,930 71,895 439,997 2/3/2016 28,758 263,998 2/3/2016 174,257 9.18 175,999 (1) Represents the possible total payouts for each Navient Named Executive Officer (“NEO”) under the Navient 20162017 Management Incentive Plan (“MIP”). The actual amounts earned under the 20162017 MIP and paid in February 20172018 are set forth below. Target
2016 MIP Payout ($) Actual 2016
MIP Payout ($)Mr. Remondi 1,500,000 1,666,500 Mr. Chivavibul 570,000 633,270 Mr. Kane 675,000 749,925 Mr. Whorley 675,000 749,925 Mr. Hynes 555,000 616,605 Mr. Remondi 1,500,000 1,444,500 Mr. Lown 600,000 577,800 Mr. Chivavibul 585,000 563,355 Mr. Kane 690,000 664,470 Mr. Whorley 690,000 664,470 Mr. Hynes 577,500 556,133 Mr. Heleen 577,500 556,133 (2) Represents the range of performance stock units (“PSUs”), granted on February 3, 2016,6, 2017, that may vest based on various performance metrics for the three-year performance period from January 1, 2016,2017, through December 31, 2018.2019. See “Long-term Incentive Program” in the Compensation Discussion and Analysis above for additional details regarding the performance metrics associated with these PSUs.(3) Stock awards granted on February 3, 20166, 2017, to Messrs. Remondi, Chivavibul, Kane, Whorley, Hynes and Heleen represent restricted stock units (“RSUs”) that have vested or will vest and convert into shares of Common Stock in one-third increments on February 3, 2017,6, 2018, February 3, 20186, 2019 and February 3, 2019.6, 2020. Stock awards granted on March 27, 2017, to Mr. Lown represent RSUs that have vested or will vest and convert into shares of Common Stock in one-third increments on March 27, 2018, March 27, 2019 and March 27, 2020.(4) Navient stock options granted in 2016on February 6, 2017 to NEOs have vested or will vest in one-third increments on February 3, 2017,6, 2018, February 3, 20186, 2019 and February 3, 2019.6, 2020.(5) Amounts disclosed for awards granted in 20162017 represent the grant date fair value computed in accordance with FASB ASC Topic 718. Additional details on accounting for stock-based compensation can found in “Note 2—Significant Accounting Policies” and “Note 11—Stock-Based Compensation Plans and Arrangements” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K.2016.OPTION AWARDS STOCK AWARDS NAME GRANT
DATE(1) NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#) NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
UNEXERCISABLE(2)
(#) OPTION
EXERCISE
PRICE
($) OPTION
EXPIRATION
DATE NUMBER
OF
SHARES
OR UNITS
OF
STOCK
THAT
HAVE
NOT
VESTED(3)
(#) MARKET
VALUE OF
SHARES OR
UNITS OF
STOCK
THAT HAVE
NOT
VESTED(4)
($) EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE NOT
VESTED(5)
(#) EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS, OR
OTHER
RIGHTS
THAT HAVE
NOT
VESTED(4)(5)
($)Remondi 1/8/2008 2,000,000 — 11.0960 1/8/2018 — — — — 1/8/2009 1,000,000 — 6.5230 1/8/2019 — — — — 1/27/2011 80,000 — 9.3771 1/27/2021 — — — — 2/3/2012 173,210 — 10.2558 2/3/2017 — — — — 2/7/2013 256,107 — 11.4873 2/7/2018 — — — — 5/1/2014 339,641 169,820 17.0000 5/1/2019 — — — — 2/18/2015 156,250 312,500 21.6500 2/18/2020 — — — — 2/3/2016 0 762,376 9.1800 2/3/2021 — — — — 2/4/2014 — — — — 62,334 $1,024,147 — — 2/18/2015 — — — — 23,570 387,255 — — 2/18/2015 — — — — — — 44,193 $726,090 2/3/2016 — — — — 131,917 2,167,396 — — 2/3/2016 — — — — — — 219,862 3,612,332 Chivavibul 1/27/2011 40,000 — 9.3771 1/27/2021 — — — — 2/7/2013 43,663 — 11.4873 2/7/2018 — — — — 5/1/2014 72,780 36,390 17.0000 5/1/2019 — — — — 2/18/2015 40,178 80,357 21.6500 2/18/2020 — — — — 2/3/2016 0 196,039 9.1800 2/3/2021 — — — — 2/4/2014 — — — — 8,015 131,686 — — 5/1/2014 — — — — 4,390 72,127 — — 2/18/2015 — — — — 6,062 99,598 — — 2/18/2015 — — — — — — 11,363 186,694 2/3/2016 — — — — 33,920 557,305 — — 2/3/2016 — — — — — — 56,535 928,870 Kane 1/27/2011 13,333 — 9.3771 1/27/2021 — — — — 2/7/2013 54,579 — 11.4873 2/7/2018 — — — — 5/1/2014 97,040 48,520 17.0000 5/1/2019 — — — — 2/18/2015 52,455 104,911 21.6500 2/18/2020 — — — — 2/3/2016 0 261,386 9.1800 2/3/2021 — — — — 2/4/2014 — — — — 9,797 160,964 — — 5/1/2014 — — — — 6,587 108,224 — — 2/18/2015 — — — — 7,912 129,994 — — 2/18/2015 — — — — — — 14,836 243,755 2/3/2016 — — — — 45,228 743,096 — — 2/3/2016 — — — — — — 75,381 1,238,509 Whorley 6/1/2015 50,761 101,523 19.3400 6/1/2020 — — — — 2/3/2016 0 261,386 9.1800 2/3/2021 — — — — 6/1/2015 — — — — 11,221 184,361 — — 2/3/2016 — — — — 45,228 743,096 — — 2/3/2016 — — — — — — 75,381 1,238,509 Hynes 5/13/2008 100,000 — 13.9310 5/13/2018 — — — — 1/28/2010 50,000 — 6.6127 1/28/2020 — — — — 1/27/2011 40,000 — 9.3771 1/27/2021 — — — — 2/7/2013 42,572 — 11.4873 2/7/2018 — — — — 5/1/2014 58,224 29,112 17.0000 5/1/2019 — — — — 2/18/2015 32,366 64,732 21.6500 2/18/2020 — — — — 2/3/2016 0 174,257 9.1800 2/3/2021 — — — — 2/4/2014 — — — — 8,015 131,686 — — 5/1/2014 — — — — 2,196 36,080 — — 2/18/2015 — — — — 4,883 80,227 — — 2/18/2015 — — — — — — 9,154 150,400 2/3/2016 — — — — 30,152 495,397 — — 2/3/2016 — — — — — — 50,254 825,673 OPTION AWARDS STOCK AWARDS NAME Remondi 1/8/2008 2,000,000 - 11.0960 1/8/2018 - - - - 1/8/2009 1,000,000 - 6.5230 1/8/2019 - - - - 1/27/2011 80,000 - 9.3771 1/27/2021 - - - - 2/7/2013 256,107 - 11.4873 2/7/2018 - - - - 5/1/2014 509,461 - 17.0000 5/1/2019 - - - - 2/18/2015 312,500 156,250 21.6500 2/18/2020 - - - - 2/3/2016 254,125 508,251 9.1800 2/3/2021 - - - - 2/6/2017 - 297,397 15.4800 2/6/2022 - - - - 2/18/2015 - - - - 12,319 164,089 - - 2/18/2015 - - - - - - 46,196 615,330 2/3/2016 - - - - 91,932 1,224,534 - - 2/3/2016 - - - - - - 229,828 3,061,308 2/6/2017 - - - - 81,032 1,079,346 - - 2/6/2017 - - - - - - 135,054 1,798,919 Lown 3/27/2017 - - - - 73,877 984,041 - - Chivavibul 1/27/2011 40,000 - 9.3771 1/27/2021 - - - - 2/7/2013 43,663 - 11.4873 2/7/2018 - - - - 5/1/2014 109,170 - 17.0000 5/1/2019 - - - - 2/18/2015 80,357 40,178 21.6500 2/18/2020 - - - - 2/3/2016 65,346 130,693 9.1800 2/3/2021 - - - - 2/6/2017 - 66,914 15.4800 2/6/2022 - - - - 2/18/2015 - - - - 3,168 42,197 - - 2/18/2015 - - - - - - 11,879 158,228 2/3/2016 - - - - 23,639 314,871 - - 2/3/2016 - - - - - - 59,098 787,185 2/6/2017 - - - - 18,231 242,836 - - 2/6/2017 - - - - - - 30,386 404,741 Kane 1/27/2011 13,333 - 9.3771 1/27/2021 - - - - 5/1/2014 145,560 - 17.0000 5/1/2019 - - - - 2/18/2015 104,911 52,455 21.6500 2/18/2020 - - - - 2/3/2016 87,128 174,258 9.1800 2/3/2021 - - - - 2/6/2017 - 107,806 15.4800 2/6/2022 - - - - 2/18/2015 - - - - 4,135 55,078 - - 2/18/2015 - - - - - - 15,508 206,566 2/3/2016 - - - - 31,519 419,833 - - 2/3/2016 - - - - - - 78,798 1,049,589 2/6/2017 - - - - 29,373 391,248 - - 2/6/2017 - - - - - - 48,956 652,093 Whorley 6/1/2015 101,523 50,761 19.3400 6/1/2020 - - - - 2/3/2016 87,128 174,258 9.1800 2/3/2021 - - - - 2/6/2017 - 100,371 15.4800 2/6/2022 - - - - 6/1/2015 - - - - 5,864 78,108 - - 2/3/2016 - - - - 31,519 419,833 - - 2/3/2016 - - - - - - 78,798 1,049,589 2/6/2017 - - - - 27,347 364,262 - - 2/6/2017 - - - - - - 45,580 607,125 OPTION AWARDS STOCK AWARDS NAME Hynes 5/13/2008 100,000 - 13.9310 5/13/2018 - - - - 1/28/2010 50,000 - 6.6127 1/28/2020 - - - - 1/27/2011 40,000 - 9.3771 1/27/2021 - - - - 2/7/2013 42,572 - 11.4873 2/7/2018 - - - - 5/1/2014 87,336 - 17.0000 5/1/2019 - - - - 2/18/2015 64,732 32,366 21.6500 2/18/2020 - - - - 2/3/2016 58,085 116,172 9.1800 2/3/2021 - - - - 2/6/2017 - 74,349 15.4800 2/6/2022 - - - - 2/18/2015 - - - - 2,551 33,979 - - 2/18/2015 - - - - - - 9,568 127,445 2/3/2016 - - - - 21,013 279,893 - - 2/3/2016 - - - - - - 52,532 699,726 2/6/2017 - - - - 20,257 269,823 - - 2/6/2017 - - - - - - 33,763 449,723 Heleen 6/10/2014 36,879 - 16.8000 6/10/2019 - - - - 2/18/2015 49,107 24,553 21.6500 2/18/2020 - - - - 2/3/2016 - 79,868 9.1800 2/3/2021 - - - - 2/6/2017 - 55,762 15.4800 2/6/2022 - - - - 2/18/2015 - - - - 1,936 25,787 - - 2/18/2015 - - - - - - 7,259 96,689 2/3/2016 - - - - 14,447 192,434 - - 2/3/2016 - - - - - - 36,116 481,065 2/6/2017 - - - - 15,192 202,357 - - 2/6/2017 - - - - - - 25,322 337,289 (1) Navient was spun-off from the company now known as SLM Corporation (“SLM”) and became an independent public company effective April 30, 2014. PriorImmediately prior to the Spin-Off, each of our NEOs (other than Messrs. Lown, Whorley and Heleen) was employed by the company previously known as SLM Corporation (“Former SLM”). Former SLM equity awards outstanding on April 30, 2014, were adjusted and converted into Navient awards and SLM awards. In general, the adjusted and converted equity awards are subject to substantially the same terms and conditions as the original Former SLM equity awards, including the original vesting schedule. The continuous service of each NEO with Former SLM (pre-Spin-Off) and Navient (post-Spin-Off) will behas been taken into account for vesting purposes. Additional details regarding the adjustment and conversion of Former SLM equity awards can be found in Navient’s Registration Statement filed on Form 10 with the SEC on April 10, 2014. This table reflects only Navient equity awards that were outstanding as of December 31, 2016.2017.(2) Stock options granted in 2013 vested in one-third increments on each of February 7, 2014, February 7, 2015, and February 7, 2016. Certain vesting price targets associated with stock options granted in 2013 were met prior to the April 30, 2014 effective date of the Spin-Off, and are no longer applicable. Stock options granted in 2014 to Messrs. Remondi, Chivavibul, Kane and Hynes have vested or will vest in one-third increments on each of May 1, 2015, May 1, 2016, and May 1, 2017. Stock options granted in 2015 to Mr. Whorley have vested or will vest in one-third increments on each of June 1, 2016, June 1, 2017, and June 1, 2018. Stock options granted in 2015 to other NEOs have vested or will vest in one-third increments on each of February 18, 2016, February 18, 2017, and February 18, 2018. Stock options granted in 2016 have vested or will vest in one-third increments on February 3, 2017, February 3, 2018 and February 3, 2019. Stock options granted in 2017 have vested or will vest in one-third increments on February 6, 2018, February 6, 2019, and February 6, 2020.(3) Restricted stock units (“RSUs”) granted in 2013 to Messrs. Chivavibul, Kane and Hynes vested and were converted into shares of Common Stock in one-third increments on each of February 7, 2014, February 7, 2015 and February 7, 2016. RSUs granted in 2014 to Messrs. Remondi, Chivavibul, Kane and Hynes vested and were converted into shares of Common Stock in one-third increments on each of February 4, 2015, February 4, 2016 and February 4, 2017. RSUs granted in 2015 to Mr. Whorley have vested or will vest and be converted into shares of Common Stock in one-third increments on each of June 1, 2016, June 1, 2017 and June 1, 2018. RSUs granted in 2015 to other NEOs have vested or will vest and be converted into shares of Common Stock in one-third increments on each of February 18, 2016, February 18, 2017, and February 18, 2018. RSUs granted in 2016 have vested or will vest in one-third increments on February 3, 2017, February 3, 2018 and February 3, 2019. RSUs granted in 2017 to NEOs other than Mr. Lown have vested or will vest in one-third increments on February 6, 2018, February 6, 2019 and February 6, 2020. RSUs granted in 2017 to Mr. Lown have vested or will vest in one-third increments on March 27, 2018, March 27, 2019 and March 27, 2020.Amounts include all accrued and unvested whole share dividend equivalent units (“DEUs”) that vest only to the extent and at the same time that the underlying award on which they are issued vest.(4) Market value of shares or units is calculated based on the closing market price of $16.43$13.32 for Navient Common Stock on December 30, 2016.29, 2017.(5) willwere set to vest after a three-year performance period (2015-2017), with the potential payout ranging from 0% to 130% of the target award based on the Company’s “cumulative core net income” for such performance period combined with an additional vesting modifier based on “strategic growth cumulative core net income” that can increase or decrease the payout by an additional 20%. Overall payout as a percentage of target cannot exceed 156% of the target award. Assuming the Company meets or exceeds these performance levels, the PSUs will vest on the second business day after the Company files its annual report on Form 10-K for the fiscal year 2017 with the SEC, and in no event later than March 15, 2018. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time that the underlying award on which they are issued vest. The number of units and payout value reported is based on achieving threshold performance goals. DueBecause the Company failed to meet the impact of 2015threshold performance onlevel established for these PSUs, it is uncertain to what extent they will vest, if at all.PSUs granted in 2016 will vest after a three-year performance period (2016-2018), with the potential payout ranging from 0% to 150% of the target award based on a combination of (i) aggregate cash flows from student loans (net of secured borrowings) over the performance period; (ii) cumulative revenue from growth businesses over the performance period; and (iii) the attainment of certain strategic objectives intended to highlight a limited number of critical, non-formulaic goals that management is focusing on over the next three years. Assuming the Company meets or exceeds these performance levels, the PSUs will vest on the second business day after the Company files its annual report on Form 10-K for the fiscal year 2018 with the SEC, andawards were forfeited, resulting in no event later than March 15, 2019. Amounts include all accrued and unvested whole share DEUs that vest onlypayout to the extent and at the same time that the underlying award on which they are issued vest. See “Long-term Incentive Program” in the Compensation Discussion and Analysis above for additional details regarding the performance metrics associated with these PSUs. Option Awards Stock Awards NAME Remondi 173,210 830,403 118,090 1,828,750 Lown 0 0 0 0 Chivavibul 0 0 26,789 414,677 Kane 54,579 191,719 35,486 549,260 Whorley 0 0 20,747 316,493 Hynes 0 0 22,727 351,859 Heleen 39,933 249,980 12,575 193,851 Option Awards Stock Awards NAME NUMBER OF SHARES
ACQUIRED
ON EXERCISE(1)
(#) VALUE REALIZED
ON EXERCISE(2)
($) NUMBER OF SHARES
ACQUIRED ON VESTING(3)
(#) VALUE REALIZED ON
VESTING(4)
($)Remondi 0 0 174,339 1,829,956 Chivavibul 37,636 159,734 20,245 212,198 Kane 13,636 57,873 26,317 279,368 Whorley 0 0 5,419 73,644 Hynes 0 0 17,426 176,217 (1) Mr. ChivavibulRemondi exercised 37,636173,210 net-settled stock options on November 9, 2016,January 30, 2017, with a strike price of $10.2558 and a market price of $14.50,$15.05, and received 7,17535,760 net shares. Mr. Kane exercised 13,63654,579 net-settled stock options on November 9, 2016,September 26, 2017, with a strike price of $10.2558$11.4873 and a market price of $14.50,$15.00, and received 2,5866,415 net shares. Mr. Heleen exercised 39,933 net-settled stock options on February 9, 2017, with a strike price of $9.18 and a market price of $15.44, and received 10,575 net shares.(2) The value realized upon exercise is the number of net-settled stock options exercised multiplied by the difference between the market price of Navient Common Stock at exercise and the strike price on the net-settled options. 2017 Proxy Statement57(3) Represents shares acquired upon the vesting of restricted stock units (“RSUs”), the associated dividend equivalent units (“DEUs”) and any fractional share settlement. (4) The value realized on vesting isPSUs granted to our executive team in early 2015 were designed to vest at the numberend of shares vested multiplied by2017, with a potential payout ranging from 0% to 130% of the closing market price of Navient Common Stocktarget award, based on the vesting date.Company’s “cumulative core net income” over a three-year performance period. Because the Company failed to meet the threshold performance level established for these PSUs, the awards were forfeited, resulting in no payout to our executive team.(4) The value realized on vesting is the number of shares vested multiplied by the closing market price of Navient Common Stock on the vesting date. 2016,2017, as well as year-end account balances, for each of our NEOs.Name EXECUTIVE
CONTRIBUTIONS IN
2016
($) REGISTRANT
CONTRIBUTIONS IN
2016(1)
($) AGGREGATE
EARNINGS IN
2016
($) AGGREGATE
WITHDRAWALS /
DISTRIBUTIONS IN
2016
($) AGGREGATE
BALANCE AT
12/31/2016
($)Remondi 25,000 25,000 30,518 0 768,991 Chivavibul 19,999 19,999 16,206 0 278,778 Kane 25,000 25,000 25,840 0 247,102 Whorley 0 0 0 0 0 Hynes 0 0 15,628 0 205,517 NAME Remondi 0 0 237,026 0 1,006,018 Lown 0 0 0 0 0 Chivavibul 25,000 25,000 37,143 0 365,922 Kane 25,000 25,000 38,382 0 335,485 Whorley 0 0 0 0 0 Hynes 0 0 40,987 0 246,504 Heleen 0 0 0 0 0 (1) Registrant Contributions listed here are included under the heading “Employer Contributions to Defined Contribution Plans” in Footnote 7 to the Summary Compensation Table. 2017 Proxy Statement582016,2017, under various scenarios including if such individual’s employment had terminated and/or a change in control had occurred on December 31, 2016,2017, given the individual’s compensation and service levels as of December 31, 2016,2017, and based on Navient’s closing stock price of $13.32 per share on December 30, 201629, 2017, the last trading date of $16.43 per share.the year. The amounts disclosed in the tables below are in addition to: (i) compensation and benefits available prior to the occurrence of a termination of employment, such as vested stock options, and (ii) compensation and benefits available generally to all employees, such as distributions under Navient’s defined contribution retirement program, disability plans and accrued vacation pay.2016:2017: (i) the Navient Corporation Executive Severance Plan for Senior Officers, (ii) the Navient Corporation Change in Control Severance Plan for Senior Officers, as amended and restated, and (iii) the Navient Corporation 2014 Omnibus Incentive Plan. 2017 Proxy Statement 59Name Remondi ——-——- - - Lown - - - - Chivavibul ——-——- - - Kane ——-——- - - Whorley ——-——- - - Hynes ——-——- - - Heleen - - - - (1) Under the Change in Control Severance Plan for Senior Officers, outstanding equity awards become vested and non-forfeitable in connection with a change in control only if (i) the participant’s employment is terminated, or (ii) the acquiring or surviving entity does not assume the equity awards. For purposes of this table, we have assumed that neither of these conditions is satisfied. Name Equity
Vesting(2)
($)Cash
Severance
($)Medical
Insurance /
Outplacement(3)
($)Total
($)Remondi 14,170,539 5,901,500 25,270 20,097,309 Chivavibul 3,584,275 2,206,090 22,865 5,813,230 Kane 4,763,348 2,655,675 22,120 7,441,143 Whorley 4,061,015 2,612,475 15,727 6,689,217 Hynes 3,133,228 2,183,555 25,270 5,342,053 Name Remondi 10,663,031 6,611,000 29,281 17,303,312 984,041 4,044,400 29,281 5,057,722 Chivavibul 2,649,358 2,561,625 29,178 5,240,161 Kane 3,702,417 3,024,395 16,068 6,742,880 Whorley 3,240,346 3,024,395 18,224 6,282,965 Hynes 2,469,002 2,520,238 29,281 5,018,521 Heleen 1,762,966 2,520,238 29,281 4,312,485 (2) For stock and stock unit awards, the amounts shown reflect the closing market price of Navient Common Stock on December 30, 201629, 2017 ($16.43)13.32). For stock options where the December 30, 201629, 2017 closing market price of Navient Common Stock was higher than the option exercise price, the amounts reflect the intrinsic value of the options as if they had been exercised on December 30, 2016.29, 2017.(3) Includes Navient’s estimated portion of the cost of health care benefits for 24 months. (4) Includes payment of a one-time deferred signing bonus of $1,400,000. See footnote 11 below. Name Equity
Vesting(4)
($)Cash
Severance
($)Medical
Insurance /
Outplacement(5)
($)Total
($)Remondi — 5,901,500 40,270 5,941,770 Chivavibul — 1,388,045 32,148 1,420,193 Kane — 1,665,337 31,590 1,696,927 Whorley — 1,523,737 26,795 1,550,532 Hynes — 1,369,277 33,952 1,403,229 Name Remondi - 6,611,000 44,281 6,655,281 - 2,640,750 36,961 2,677,711 Chivavibul - 1,573,312 36,884 1,610,196 Kane - 1,857,197 27,051 1,884,248 Whorley - 1,857,197 28,668 1,885,865 Hynes - 1,548,869 36,961 1,585,830 Heleen - 1,548,869 36,961 1,585,830 (4)(5)By their terms, outstanding Navient equity awards generally continue to vest pursuant to the vesting schedule set forth in each applicable award agreement as if the NEO remains employed by Navient through the pre-established vesting date. (5)(6)As President and Chief Executive Officer of Navient, Mr. Remondi is entitled to Navient’s estimated portion of the cost of health care benefits for a period of 24 months plus $15,000 of outplacement services. Amounts for Messrs. Lown, Chivavibul, Kane, Whorley, Hynes and HynesHeleen include Navient’s estimated portion of the cost of health care benefits for 18 months, plus $15,000 of outplacement services. (7)2017 Proxy Statement 60Includes payment of a one-time deferred signing bonus of $1,400,000. See footnote 11 below.Name (6)(8)Remondi ——-——- - - Lown - - - - Chivavibul ——-——- - - Kane ——-——- - - Whorley ——-——- - - Hynes ——-——- - - Heleen - - - - (6)(8)Vested and unvested equity awards are forfeited upon Termination for Cause (as defined in the Navient Corporation 2014 Omnibus Incentive Plan)Plan, as amended and restated).Name (7)(9)Remondi ——-——- - - Lown - - - - Chivavibul ——-——- - - Kane ——-——- - - Whorley ——-——- - - Hynes ——-——- - - Heleen - - - - (7)(9)As of December 31, 2016,2017, Messrs. Remondi and Chivavibul were eligible for retirement vesting of their outstanding equity awards. Outstanding equity awards generally continue to vest pursuant to the vesting schedule set forth in each applicable award agreement as if the NEO remains employed by Navient through the pre-established vesting date, provided that the NEO satisfies certain age and/or service conditions set forth in each company’s retirement policy. For equity awards originally granted by Former SLM prior to 2013, the award recipient must be age 60 or older upon retirement, or the award recipient must have attained a combination of age and years of service totaling at least 70 years, to be eligible for retirement vesting. For equity awards originally granted by Former SLM in 2013 or 2014, and for all Navient equity awards, the award recipient must be age 65 or older upon retirement, or the award recipient must have attained a combination of age and years of service totaling at least 75 years, to be eligible for retirement vesting. Service with both Former SLM and Navient is counted for these purposes.Name Equity
Vesting(8)
($)Cash
Severance
($)Medical
Insurance / Outplacement
($)Total
($)Remondi 14,170,539 — — 14,170,539 Chivavibul 3,584,275 — — 3,584,275 Kane 4,763,348 — — 4,763,348 Whorley 4,061,015 — — 4,061,015 Hynes 3,133,228 — — 3,133,228 Name Remondi 10,663,031 - - 10,663,031 984,041 1,400,000 - 2,384,041 Chivavibul 2,649,358 - - 2,649,358 Kane 3,702,417 - - 3,702,417 Whorley 3,240,346 - - 3,240,346 Hynes 2,469,002 �� - - 2,469,002 Heleen 1,762,966 - - 1,762,966 (8)(10)The vesting of all outstanding equity awards will accelerate upon termination of employment due to death or disability. For stock and stock unit awards, the amounts shown reflect the closing market price of Navient Common Stock on December 30, 201629, 2017 ($16.43)13.32). For stock options where the December 30, 201629, 2017, closing market price of Navient Common Stock was higher than the option exercise price, the amounts reflect the intrinsic value of the options as if they had been exercised on December 30, 2016.29, 2017.(11) Mr. Lown is eligible to receive a one-time deferred signing bonus of $1,400,000 (“Deferred Signing Bonus”), to compensate him for a portion of the long-term equity and deferred compensation with his former employer that he forfeited by joining Navient. This Deferred Signing Bonus, if any, will be payable in cash in two equal installments on the first and second anniversaries of his start date with the Company, March 17, 2017, provided he remains employed by the company on each such date. If prior to the Deferred Signing Bonus being paid in full, either (x) his employment is terminated by the company without “Cause” (as that term is defined in Navient’s Executive Severance Plan for Senior Officers), or (y) his employment terminates due to death or disability, then any unpaid amount will be paid in an immediate lump sum. 2016.Amended and Restated Navient Corporation 2014 Omnibus Incentive PlanIn April 2014, we established the Navient Corporation 2014 Omnibus Incentive Plan (the “Incentive Plan”)AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W., which authorized the issuanceWashington, D.C. 2006, a beneficial owner of up to 45,000,000165 shares of Common Stock pursuant to equity incentives granted to employees and non-employee directors. Our sole shareholder at the time, the company now known as SLM Corporation, approved the Incentive Plan on April 8, 2014. We amended the Incentive Plan in early April 2015 to impose a minimum vesting requirement on stock options and stock appreciation rights (“SARs”) granted under the Incentive Plan, and to clarify the plan’s restrictions on share recycling. Our shareholders subsequently approved the material terms of the Incentive Plan on May 21, 2015.On April 4, 2017, the Board approved, on recommendation of the Compensation Committee, an amendment to the Incentive Plan increasing the number of shares authorized for issuance under the plan from 45,000,000 to 55,000,000, and making certain other changes to the Incentive Plan. The Board believes that the new share reserve should be sufficient for a period of five years, taking into account the potential addition of new board members and grant increases over at least that period.We have also redesigned the Incentive Plan to conform to current corporate governance best practices. Key changes we have made in the design of the Incentive Plan include:●We have eliminated discretionary vesting of awards other than upon death, disability or change in control;●We have added a minimum one-year vesting requirement to all equity award types, subject to a five percent carve-out; and●We have specified that performance-based equity awards not assumed or converted upon a change in control will vest based on actual performance achieved to the date of the change in control.Consistent with best practices, the Incentive Plan continues to prohibit:●automatic single-trigger vesting of time-based awards upon a change in control, except for awards that are not assumed by or converted into awards of the acquirer;●the payment of dividends or dividend equivalents on unvested awards of all award types until the awards vest;●the repricing or cash buyout of option and SAR awards other than in connection with a stock split or other recapitalization event;●“reload” options or SARs; and●liberal share recycling.In addition, awards under the Incentive Plan continue to be subject to clawback in the event of a material misstatement of the Company’s financial statements or performance resulting fromstock and by Employees’ Retirement System of Rhode Island, State House – Room 102, Providence, Rhode Island 02903, a senior officer’s conduct, or in the event a senior officer commits fraud or other misconduct or materially violates corporate policy. The Company does not provide for tax gross-ups on any awards under the Incentive Plan.This proposal to approve the amended and restated Incentive Plan requires the affirmative votebeneficial owner of 6,768 shares of the holdersCompany’s stock. The affirmative vote of a majority of the Common Stock present, represented and entitled to vote, and voting affirmatively or negativelyshares voted at the Annual Meeting. Accordingly, sharesmeeting is required for approval of the shareholder proposal. The text of the proposal and the proponent’s supporting statement is as follows:arethe number of borrowers not voted affirmatively ormaking payments on their federal student loans within three years of leaving college has risen to 11.5%;with respectimpact the company and shareholders;this proposal, including abstentionsinvestors (at reasonable cost, excluding proprietary information, and broker non-votes, will not be relevantwithin a reasonable time) on the governance measures Navient has implemented to more effectively monitor and manage financial and reputational risks related to the outcome.The following summary is qualifiedstudent loan crisis in its entirety by referencethe United States, including whether Navient has assigned responsibility for such monitoring to the Incentive Plan,Board or one or more Board committees or has revised senior executive compensation metrics or policies.attachedidentifying, monitoring, and managing financial and reputational risks, the subject matter of the Proposal. Risk management is among the most important duties of the Board and its committees, which set risk management philosophy, tolerance and parameters; establish procedures for assessing risk; and oversee risk management across the enterprise. As we have communicated for several years, the Board and the Audit Committee have responsibility for monitoring these risks.asAppendix A.Summaryinclude a detailed discussion entitled “The Board of Directors’ Role in Risk Oversight,” which explains our multi-layered approach to risk, including among other things the Incentive PlanIn General.The Incentive Plan is administered by the Compensation and Personnel Committee (the “Compensation Committee”) of our Board, except that the non-employee membersrespective roles of the Board, administer awards for non-employee directors. The Incentive Plan provides for various types of awards to be granted to participants, including awards both in cashthe Audit Committee, the Finance and in or with respect to Common StockOperations Committee, the Nominations and both short-term and long-term awards. Under the Incentive Plan, options 2017 Proxy Statement 62to purchase shares of Common Stock and stock appreciation rights, or SARs, may be granted, but the per share exercise price cannot be less than the fair market value per share of the Common Stock on the date of grant. Options and SARs must have fixed terms no longer than ten years. No dividend equivalent rights or units are permitted to be granted on options or SARs. In addition, repricing of options and SARs is prohibited under the Incentive Plan without approval of our shareholders, and options and SARs may not be cancelled in exchange for cash or other awards. Any stock awards (including options, SARs, restricted stock, restricted stock units and performance units) generally are subject to a minimum vesting period of one year from the date of grant, except that earlier vesting of such awards may occur in the events of death, disability or change in control. However, 5% of the total number of shares of Common Stock available for issuance under the Incentive Plan will not be subject to this minimum vesting period. The Incentive Plan also provides for cash awards.Shares Reserved. The Incentive Plan provides that the maximum number of shares of our Common Stock as to which awards, under the plan, may be granted is 55,000,000 shares, which is referred to as the maximum share limit, all of which may be issued as incentive stock options under Code Section 422. If an award expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the expired, terminated, cancelled or forfeited award will again be available for awards under the Incentive Plan. However, shares of Common Stock subject to awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an award and shares of Common Stock that have been delivered to the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an award are not again available for awards under the Incentive Plan. This prohibition against share recycling includes (i) shares of Common Stock that have been tendered or withheld in payment of an option, (ii) shares of Common Stock repurchased by the Company with option proceeds, and (iii) shares of Common Stock covered by a SAR, to the extent the SAR is exercised and settled in shares of Common Stock, and whether or not shares of Common Stock are actually issued to a participant upon exercise of the SAR.Of the original 45,000,000 shares available for awards under the Incentive Plan, 23,072,624 shares were utilized in May 2014 to adjust and convert outstanding SLM Corporation (“SLM”) equity awards in connection with our separation from SLM. Additional details regarding the adjustment and conversion of SLM equity awards can be found in Navient’s Information Statement filed on Form 10 with the SEC on April 10, 2014 (our “Form 10”). As of March 30, 2017, the number of shares subject to outstanding stock option awards was 14,799,240, with a weighted average strike price of $12.36 and weighted average remaining life of 2.56 years,Governance Committee and the number of shares subject to outstanding full value awards was 4,657,313, for a total of 19,456,553 outstanding equity awards. The number of shares available for future awards under the Incentive Plan was 10,009,153 as of March 30, 2017.Award Limits. Under the Incentive Plan, no employee may be granted, in any calendar year period: (i) awards exercisable, covering or relating to more than 2,500,000 shares of Common Stock; or (ii) cash awards, restricted stock unit awards or performance unit awards that may be settled solely in cash having a value greater than $5,000,000.Executive Committee. In addition, the aggregate grant-date valuecharters for the Board and each committee are available on our website. We believe that our proxy statements, annual and quarterly reports, investor presentations and other information available on our website do a thorough job of summarizing how we manage risk, going well beyond merely complying with the law to provide shareholders with detailed, useful and appropriate information in this important area.awards grantedborrowers, including those who struggle to any non-employee director during any single calendar year may not exceed $650,000.Adjustments.The Incentive Plan provides for appropriate adjustments inrepay their loans, and support our student loan customers by regularly communicating, offering information on repayment options and continually enhancing our tools and assistance. We are proud that the numberborrowers whose loans we service are 37 percent less likely to default than their peers serviced elsewhere. Contact is key: when we make contact with a struggling federal student loan borrower, 9 times out of shares10 we can find a way to keep that borrower out of Common Stock subject to awards and available for future awards,default.exercise price of outstanding awards, as well as the maximum award limits under the Incentive Plan, in the event of changes in the outstanding Common Stock by reason of a merger, stock split or certain other events.Eligibility.Employees and directorsfundamental premise of the Company and its subsidiaries, and prospective employees and directors selectedproposal. It is important to note that, as reported in more detail elsewhere in our disclosures, the vast majority of student loans are owned or guaranteed by the Compensation Committee or, infederal government, not Navient. As a result, the casefinancial risks related to student loans, such as those attendant to borrower default, fall most heavily on the federal government, and not on our business. Moreover, the federal government, not Navient, sets federal student loan policy, including loan amounts, interest rates, and rules for various repayment options. Our review of directors,complaints within the non-employee members of the Board, are eligible to participate in the Incentive Plan. As of March 30, 2017, there were approximately 880 employees (including 6 executive officers) and 11 non-employee directors who were eligible to receive awards under the Incentive Plan.Stock Options.The Compensation Committee determines, in connection with each option granted to employees, and the non-employee members of the Board, in the case of grants to non-employee directors, the exercise price, whether that price is payable in cash (and whether that may include proceeds of a sale assisted by a third party) or shares of Common Stock or both, the terms and conditions of exercise, the expiration date, whether the option will qualify as an incentive stock option under Code Section 422 or a nonqualified stock option, restrictions on transfer of the option, and other provisions not inconsistentCFPB complaint portal bears this out, with the Incentive Plan. The term of an option willvast majority not exceed ten years from the date of grant. Options may not include provisions that “reload” the option upon exercise.Stock Appreciation Rights. Every SAR entitles the participant, on exercise of the SAR, to receive in cashbeing complaints about Navient servicing errors but rather complaints or shares of Common Stock a value equal to the excess of the fair market value of a specified number of shares of Common Stock at the time of exercise, over the exercise price establishedquestions by the Compensation Committee or the non-employee members of the 2017 Proxy Statement 63Board, as applicable. A SAR may be granted in tandem with an option, and a holder of a tandem SAR may elect to exercise either the option or the SAR, but not both. The Compensation Committee or the non-employee members of the Board, as applicable, will determineindividuals about the terms, conditions and limitations applicable to any SARs, includingeligibility rules of their federal loans or their repayment options. Even though we do not bear the term of any SARs, which may not be longer than ten years, and the date or dates upon which they become vested and exercisable. SARs may not include provisions that “reload” the SAR upon exercise.Restricted Stock. The terms, conditions and limitations applicable to a restricted stock award, including any restriction period, will be determined by the Compensation Committee or the non-employee members of the Board, as applicable.Restricted Stock Units. Restricted stock unit awards may be granted and/or settled in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the vested restricted stock unit award. The terms, conditions and limitations applicable to a restricted stock unit award, including any restriction period and the right to dividend equivalents, will be determined by the Compensation Committee or the non-employee members of the Board, as applicable.Performance Units. Each performance unit has an initial value that is established by the Compensation Committee on the date of grant. After the applicable performance period has ended, the value of the performance unit is determined as a function of the extent to which the corresponding performance goals were achieved. The Compensation Committee may settle earned performance units in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the earned performance units as soon as practicable after the end of the performance period and following the Compensation Committee’s determination of actual performance against the performance measures and related goals established by the Compensation Committee.Minimum Vesting Period for Stock Awards. Any options, SARs, restricted stock, restricted stock units, or performance units granted under the Incentive Plan, as amended and restated, are subject to a minimum vesting period of one year from the date of grant, except that earlier vesting of such awards may occur in the events of death, disability or change in control. However, 5% of the total number of shares of Common Stock available for issuance under the Incentive Plan will not be subject to this minimum vesting period.Performance Awards. Any award available under the Incentive Plan may be structured as a performance award. Performance awards not intended to qualify as qualified performance-based compensation under Code Section 162(m) will be based on achievement of such goals and will be subject to such terms, conditions and restrictions as the Compensation Committee may determine.Performance awards granted under the Incentive Plan that are intended to qualify as qualified performance-based compensation under Code Section 162(m) will be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective performance goals established by the Compensation Committee. One or more of such goals may apply to the employee, one or more business units, divisions or sectors of Navient, or Navient as a whole, and if so desired by the Compensation Committee, by comparison with a peer group of companies. Performance awards may be based on any one or more of the following measures: (a) cash flow (including operating cash flow, free cash flow, cash flow return on capital, or cash flow per share), (b) core earnings perlargest share (including earnings before interest, taxes, depreciation and amortization), (c) return measures (including return on assets, capital, equity, or sales), (d) total shareholder return, (e) productivity ratios, (f) expense targets or ratios, (g) revenue, (h) core income or net income, (i) core operating income or net operating income, (j) operating profit or net operating profit, (k) gross or operating margin, (l) return on operating revenue, (m) market share, (n) loan volume, (o) loan delinquencies, (p) loan defaults, (q) loan credit indicators (including FICO, co-borrower, payments made, GPA and graduation), (r) overhead or other expense reduction, (s) charge-off levels, (t) deposit growth, (u) margins, (v) operating efficiency, (w) economic value added, (x) customer or employee satisfaction, (y) debt reduction, (z) capital targets, (aa) consummation of acquisitions, dispositions, projects or other specific events or transactions, (bb) liquidity, (cc) capital adequacy, (dd) ratio of nonperforming to performing assets, (ee) ratio of common equity to total assets, or (ff) regulatory compliance metrics.The performance measures described above are included in the Incentive Plan to enable the Compensation Committee, if it chooses to do so, to make stock awards or cash awards that qualify as qualified performance-based compensation under Code Section 162(m). The Compensation Committee can satisfy such requirements by, among other things, including provisions in awards that will make them payable solely on account of the attainment of one or more pre-established, objective performance goals based on performance measures that have been approved by our shareholders. Although the Compensation Committee is not required to include such provisions in awards, the inclusion of such provisions and compliance with certain other requirements of Code Section 162(m) would enable the Company to deduct from its taxable income the related compensation that it might not otherwise be able to deduct. 2017 Proxy Statement 64The Compensation Committee may provide in any particular performance award agreement that any evaluation of performance may include or exclude certain events that occur during a performance period, including but not limited to: (a) amortization, depreciation or impairment of tangible or intangible assets, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax law, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs or reductions in force or early retirement programs, (e) any unusual or infrequently occurring items that may be defined in an objective and non-discretionary manner under or by reference to U.S. Generally Accepted Accounting Principles, accounting standards or other applicable accounting standards in effect from time to time and/or in management’s discussion and analysis of financial condition and results of operations appearing inrisk, nor do we set the our annual report to shareholders for the applicable year, (f) the sale of investmentspolicy or non-core assets; (g) discontinued operations, categories or segments; (h) investments, acquisitions or dispositions; (i) political, legal and other business interruptions (such as due to war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, seizure, and regulatory requirements); (j) natural catastrophes; (k) currency fluctuations; (l) stock-based compensation expense; (m) early retirement of debt; (n) conversion of convertible debt securities; and (o) termination of real estate leases. Awards that are intended to qualify as qualified performance-based awards may not be adjusted upward but the Compensation Committee may retain the discretion to adjust upward awards not intended as qualified performance-based awards. The Compensation Committee may retain the discretion to adjust any performance awards downward, either on a formulaic or discretionary basis or any combination, as the Compensation Committee determines.Vesting Upon Change in Control. As amended and restated, the Incentive Plan requires “double-trigger” vesting provisions for all equity awards upon a change in control. Each award will become vested and non-forfeitable in connection with a change in control only if (i) the participant’s employment is terminated, or (ii) the acquiring or surviving entity does not assume the award. Performance-based equity awards will vest based on the performance terms of the awardloans, we have a long and based on actual performance achievedpositive track record of supporting borrowers to successfully manage their loans. We work hard to continually enhance our student loan servicing program, engage with borrowers, regulators and other stakeholders, and advocate for innovative solutions, all within the date of the change in control.Duration; Plan Amendments. The Incentive Plan will expire by its terms on April 7, 2024. The Board may at any time amend, modify, suspend or terminate the Incentive Plan (and the Compensation Committee may amend or modify an award agreement) but in doing so cannot adversely affect any outstanding award without the participant’s written consent or make any amendment without shareholder approval, to the extent such shareholder approval is otherwise required by applicable legal requirements.Unfunded Plan.The Incentive Plan is unfunded. Althoughfederal regulatory framework. For example, we may establish bookkeeping accounts with respect to participants who are entitled to cash, Common Stock or rights thereto under the Incentive Plan, we will use any such accounts merely as a bookkeeping convenience. We are not required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor will the Incentive Plan be construed as providing for such segregation, nor will Navient, our Board or our Compensation Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under the Incentive Plan. Any liability or obligation of Navient to any participant with respect to an award of cash, Common Stock or rights thereto under the Incentive Plan will be based solely on any contractual obligations that the Incentive Plan and any award agreement create, and no such liability or obligation of Navient will be deemed to be secured by any pledge or other encumbrance on any property of Navient. None of Navient, our Board or our Compensation Committee will be required to give any security or bondhave advocated for the performance of any obligation thatfederal student loan program to provide better upfront resources to students before they borrow and for simplifying repayment options.Incentive Plan creates.New Plan Benefits. Future awards under the Incentive Pan, as amended and restated, will be determined in the discretion of the Compensation Committee or the non-employee members ofrisks to our business are most appropriately managed by the Board and asmanagement, and not by shareholders. Devoting time and resources to creating a result, itreport that would substantially duplicate existing disclosures, and that would circumvent our existing risk reporting methodologies, is not possiblea responsible use of our resources. Moreover, we do not believe that the report would cause us to determinemodify our disciplined approach to risk management. The cost, both in dollars and employee time, of preparing the awards thatreport would be better spent on growing our business.granted to eligible employees or non-employee directors under the Incentive Plan atvoted “AGAINST” this time. During the Company’s 2016 fiscal year, the Company granted awards under the Incentive Plan to the Company’s Named Executive Officers as reportedproposal unless a shareholder indicates otherwise in the “Grants of Plan Based Awards Table” and to its non-employee directors as reported in the “Non-Employee Director Compensation Table,” in each case as described elsewhere in this proxy statement. During fiscal year 2016, the Company also granted awards with respect to 2,556,503 shares of the Company’s Common Stock (with an aggregate grant-date value of $8.965 million) to its executive officers as a group and awards with respect to 4,110,815 shares of the Company’s Common Stock (with an aggregate grant-date value of $20.892 million) to its non-executive employees as a group.As of April 7, 2017, the latest practicable date before the filing of this proxy statement, the closing price per share of the Company’s Common Stock was $14.68. 20172018 Proxy Statement 6570Material Federal Income Tax ConsequencesBasis; Gain. A participant’s tax basis in vested shares of Common Stock acquired under the Incentive Plan is equal to the sum of the price paid for the shares, if any, and the amount of ordinary income recognized by the participant on the transfer of vested shares. The participant’s holding period for the shares begins on the transfer to the participant of vested shares. If a participant sells shares, any difference between the amount realized in the sale and the participant’s tax basis in the shares is taxed as long-term or short-term capital gain or loss (provided the shares are held as a capital asset on the date of sale), depending on the participant’s holding period for the shares.Certain Tax Code Limitations on Deductibility. In order for the Company to deduct the amounts described above, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. The ability to obtain a deduction for awards under the Incentive Plan could also be limited by Code Section 280G, which provides that certain excess parachute payments made in connection with a change in control of an employer are not deductible. The ability to obtain a deduction for amounts paid under the Incentive Plan could also be affected by Code Section 162(m), which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees to $1 million during any taxable year. However, certain exceptions apply to this limitation in the case of qualified performance-based compensation. It is intended that the approval of the Incentive Plan by our shareholders will satisfy the shareholder approval requirement for the qualified performance-based exception and we will be able to comply with the requirements of the Code and Treasury Regulation Section 1.162-27 as they relate to the grant and payment of certain qualified performance-based awards (including Options and SARs) under the Incentive Plan so as to be eligible for the qualified performance-based exception. In certain cases, we may determine it is in our interests to not satisfy the requirements for the qualified performance-based exception.Code Section 409A. Code Section 409A generally provides that deferred compensation subject to Code Section 409A that does not meet the requirements for an exemption from Code Section 409A must satisfy specific requirements, both in operation and in form, regarding: (i) the timing of payment; (ii) the election of deferrals; and (iii) restrictions on the acceleration of payment. Failure to comply with Code Section 409A may result in the early taxation (and in some cases, plus interest) to the participant of deferred compensation and the imposition of a 20% additional tax imposed on the participant with respect to the deferred amounts included in the participant’s income. 2017 Proxy Statement 67Equity Compensation Plan InformationThe following table summarizes information as of December 31, 2016, relating to our equity compensation plans or arrangements pursuant to which grants of options, restricted stock, restricted stock units, stock units or other rights to acquire shares may be granted from time to time.PLAN CATEGORY NUMBER OF
SECURITIES TO
BE ISSUED UPON
EXERCISE OF
OUTSTANDING
OPTIONS AND
RIGHTS(1) WEIGHTED
AVERAGE
EXERCISE
PRICE OF
OUTSTANDING
OPTIONS AND
RIGHTS
($) AVERAGE
REMAINING
LIFE (YEARS)
OF OPTIONS
OUTSTANDING NUMBER OF
SECURITIES
REMAINING
AVAILABLE
FOR FUTURE
ISSUANCE
UNDER EQUITY
COMPENSATION
PLANSEquity compensation plans approved by security holders: Navient Corporation 2014 Omnibus Incentive Plan Traditional options 151,100 25.24 0.4 Net-settled options 4,596,742 12.32 3.0 RSUs 3,803,139 — — PSUs 871,944 — — Total 9,422,925 12.73 3.0 12,740,947 Employee Stock Purchase Plan(2) — — 0.0 616,462 Total approved by security holders 9,422,925 12.73 3.0 13,357,409 Total not approved by security holders — — — — (1)Upon exercise of a net-settled option, optionees are entitled to receive the after-tax spread shares only. The spread shares equal the gross number of options granted less shares for the option cost. Accordingly, this column reflects the net-settled option spread shares issuable at December 31, 2016, where provided.(2)Number of shares available for issuance under the Navient Corporation Employee Stock Purchase Plan (ESPP) as of December 31, 2016. The ESPP was approved on April 8, 2014 by the company now known as SLM Corporation, then our sole shareholder. The ESPP became effective May 1, 2014.Board RecommendationTHE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDED AND RESTATED NAVIENT CORPORATION 2014 OMNIBUS INCENTIVE PLAN.2017 Proxy Statement68As previously reported, the separation of Navient from SLM Corporation (the “Spin-Off”) was completed on April 30, 2014 (the “Distribution Date”). The separation was effected through the distribution by then SLM Corporation (“SLM”), on a one-to-one basis, of all of the shares of Common Stock of Navient (the “Distribution”) to the holders of shares of SLM Common Stock as of the close of business on April 22, 2014, the record date for the Distribution. As a result of the Distribution, Navient became an independent, publicly-traded company. To ensure a timely separation and migration of the customer data and information technology functions between Navient Solutions, Inc. (“NSI”) and SLM during the 24-month transition period subsequent to the Spin-Off, SLM acquired all of the issued and outstanding shares of a class of preferred stock (the “Special Preferred”) issued by NSI, the principal operating subsidiary of Navient at the time. The Special Preferred afforded SLM certain approval rights that terminated upon the redemption of the Special Preferred on the two-year anniversary of the Spin-Off on April 30, 2016. In addition to the Special Preferred, Navient and SLM entered into various other agreements designed to enable cooperation during the 24-month transition period. During 2016 Navient made payments to SLM in the amount of $566,249 and received payments from SLM in the amount of $11,996,843. For additional information relating to the Special Preferred or the Spin-Off transaction generally, see our Form 10 and the section captioned “Certain Relationships and Related Party Transactions” in the information statement filed as Exhibit 99.1 to our Form 10 which was filed with the SEC on April 10, 2014.20162017 until the present, there have been no (and there are no currently proposed) transactions involving an amount in excess of $120,000 in which Navient was (or is to be) a participant and any executive officer, director, five percent beneficial owner of our Common Stock or member of the immediate family of any of the foregoing persons had (or will have) a direct or indirect material interest, except the compensation arrangements described in this proxy statement for our named executive officers and directors.20162017 to December 31, 20162017, all required reports were filed in a timely manner, with the exception of the following: (1) Three Form 4 filings with respect to John M. Kane, Timothy J. Hynes and Somsak Chivavibul, which were filed to report the disposition of 2,162, 727 and 1,427 shares respectively on May 4, 2016, should have been filed no later than May 3, 2016, and (ii) one Form 4 filing for Diane Suitt Gilleland, a non-employee director, which was filed to report the disposition of 10,000 shares filed on November 17, 2016, should have been filed on no later than November 16, 2017.2017 Proxy Statement6920182019 Annual Meeting may seek to have that proposal and a statement in support of the proposal included in the Company’s 20182019 proxy statement if the proposal relates to a subject that is permitted under SEC Rule 14a-8. To be considered for inclusion, the proposal and supporting statement must be received by the Company no later than December 15, 2017,14, 2018, and must satisfy the other requirements of Rule 14a-8. The submission of a shareholder proposal does not guarantee that it will be included in Navient’s proxy statement.20182019 Annual Meeting must be received by it on or after January 25, 2018,24, 2019, and on or before February 26, 2018.23, 2019. Any such notice must satisfy the other requirements in20172018 Proxy Statement7072
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WILMINGTON, DE 19801APPENDIX AUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.NAVIENT CORPORATIONELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS2014 OMNIBUS INCENTIVE PLANIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.AmendedVOTE BY PHONE - 1-800-690-6903Restated as of April 4, 2017then follow the instructions.NAVIENT CORPORATION2014 OMNIBUS INCENTIVE PLANTable of ContentsNAVIENT CORPORATION2014 OMNIBUS INCENTIVE PLAN1.PlanNavient Corporation, a Delaware corporation (the “Company”), established this Navient Corporation 2014 Omnibus Incentive Plan (this “Plan”), effective as of April 7, 2014 (the “Effective Date”). The Company amended and restated the Plan effective April 6, 2015, to impose a minimum vesting requirement on stock options and stock appreciation rights granted under the Plan, and to clarify the Plan’s restrictions on share recycling, and again on April 4, 2017 to add shares to the Plan and make certain other changes. This Plan shall continue in effect for a term of 10 years after the Effective Date unless sooner terminated by action of the Board of Directors of the Company.2.ObjectivesThis Plan is designed to attract and retain employees of the Company and its Subsidiaries (as defined herein), to attract and retain qualified non-employee directors of the Company, to encourage the sense of proprietorship of such employees and directors and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards under this Plan and thereby providing Participants (as defined herein) with a proprietary interest in the growth and performance of the Company and its Subsidiaries.3.Definitions.As used herein, the terms set forth below shall have the following respective meanings:“Authorized Officer” means the Chairman of the Board, the Chief Executive Officer of the Company or the senior human resources officer of the Company (or any other senior officer of the Company to whom any of such individuals shall delegate the authority to execute any Award Agreement).“Award” means the grant of any Option, Stock Appreciation Right, Stock Award, or Cash Award, any of which may be structured as a Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions, and limitations as the Committee may establish in accordance with the objectives of this Plan.“Award Agreement” means the document (in written or electronic form) communicating the terms, conditions and limitations applicable to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made available but not executed. Any Participant who is granted an Award and who does not affirmatively reject the applicable Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award Agreement.“Board” means the Board of Directors of the Company.“Cash Award” means an Award denominated in cash.“Cause” means, unless otherwise defined in an award agreement, either (i) a willful and continuing failure of a Participant to perform substantially his duties and responsibilities (other than as a result of the Participant’s death or Disability) and, if in the judgment of the Committee such willful and continuing failure may be cured by a Participant, that such failure has not been cured by the Participant within ten (10) business days after written notice of such was given to the Participant by the Committee, or (ii) that the Participant has committed an act of Misconduct (as defined below).“Change in Control” means an occurrence of any of the following events: (a) an acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “person or group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than an employee benefit plan of the Company, immediately after which such person or group has “Beneficial Ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding Voting Securities; or (b) the consummation of (i) a merger, consolidation or reorganization involving the Company, unless either (A) the shareholders of the Company immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, at least seventy-five percent (75%) of the combined voting power of the company resulting from such merger, consolidation or reorganization (the “Surviving Company”) in substantially the same proportion as their ownership immediately before such merger, consolidation or reorganization, or (B) at least a majority of the members of the Board of Directors of the Surviving Company were directors of the Company immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization, or (ii) a complete liquidationor dissolution of the Company. Notwithstanding the foregoing, if an Award is subject to Code Section 409A, the definition of Change in Control shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(5)(i).“Code” means the Internal Revenue Code of 1986, as amended from time to time.“Committee” means the Compensation and Personnel Committee of the Board, and any successor committee thereto or such other committee of the Board as may be designated by the Board to administer this Plan in whole or in part including any subcommittee of the Board as designated by the Board.“Common Stock” means the Common Stock, par value $0.01 per share, of the Company.“Company” means Navient Corporation, a Delaware corporation, or any successor thereto.“Covered Employee” means any Employee who is or may be a “covered employee,” as defined in Code Section 162(m).“Director” means an individual serving as a member of the Board who is not an Employee and an individual who has agreed to become a director of the Company or any of its Subsidiaries and actually becomes such a director following such date of agreement.“Director Award” means the grant of any Award (other than an Incentive Stock Option), whether granted singly, in combination, or in tandem, to a Participant who is a Director pursuant to such applicable terms, conditions, and limitations established by the Outside Board.“Disability” means (1) if the Participant is an Employee, a disability that entitles the Employee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (2) if the Participant is a Director, a disability whereby the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Notwithstanding the foregoing, if an Award is subject to Code Section 409A, the definition of Disability shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(4)(i).“Dividend Equivalents” means, in the case of Restricted Stock Units or Performance Units, an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to shareholders of record during the Restriction Period or performance period, as applicable, on a like number of shares of Common Stock that are subject to the Award.“Employee” means (i) an employee of the Company or any of its Subsidiaries, and (ii) an individual who has agreed to become an employee of the Company or any of its Subsidiaries and actually becomes such an employee following such date of agreement.“Employee Award” means the grant of any Award, whether granted singly, in combination, or in tandem, to an Employee pursuant to such applicable terms, conditions, and limitations established by the Committee.“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.“Exercise Price” means the price at which a Participant may exercise his right to receive cash or Common Stock, as applicable, under the terms of an Award.“Fair Market Value” of a share of Common Stock means, as of a particular date, (1) if shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (2) if the Common Stock is not so listed, the average of the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by an inter-dealer quotation system, (3) if shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed by the Committee for such purpose, or (4) if none of the above are applicable, the fair market value of a share of Common Stock as determined in good faith by the Committee.“Good Reason” means, unless otherwise defined in an award agreement, a Participant’s resignation from his or her employment due to (a) a material reduction in the position or responsibilities of the Participant; (b) a reduction in the Participant’s annual base salary or a material reduction in the Participant’s compensation arrangements or benefits (provided that variability in the value of stock-based compensation or in the compensation provided under the Plan (or any similar incentive plan adopted by the Company from time to time) shall not be deemed to cause a material reduction in compensation); or (c) a relocation of the Participant’s primary work location to a distance of more than seventy-five (75) miles from its location as of the date of this amendment and restatement of the Plan without the consent of the Participant, unless such relocation results in the Participant’s primary work location being closer to the Participant’s then primary residence or does not substantially increase the average commuting time of the Participant.“Grant Date” means the date an Award is granted to a Participant pursuant to this Plan.“Incentive Stock Option” means an Option that is intended to comply with the requirements set forth in Code Section 422.“Misconduct” means (a) an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company (or a Subsidiary), breach of fiduciary duty or deliberate disregard of Company (or Subsidiary) rules; an unauthorized disclosure of any Company (or Subsidiary) trade secret or confidential information; any conduct constituting unfair competition; inducing any customer of the Company (or a Subsidiary) to breach a contract with the Company (or a Subsidiary) or any principal for whom the Company (or a Subsidiary) acts as agent to terminate such agency relationship; or engaging in any other act or conduct proscribed by the senior human resources officer as Misconduct.“Nonqualified Stock Option” means an Option that is not intended to comply with the requirements set forth in Code Section 422.“Option” means a right to purchase a specified number of shares of Common Stock at a specified Exercise Price, which is either an Incentive Stock Option or a Nonqualified Stock Option.“Outside Board” means the Board, excluding any member of the Board who is also an Employee, or any authorized delegate thereof consisting solely of one or more nonemployee Directors.“Participant” means an Employee or Director to whom an Award has been made under this Plan.“Performance Award” means an Award made pursuant to this Plan to a Participant which is subject to the attainment of one or more Performance Goals.“Performance-Based Equity Award” means a Performance Award other than a Cash Award.“Performance Goal” means one or more standards established by the Committee to determine in whole or in part whether a Performance Award shall be earned.“Performance Unit” means a unit evidencing the right to receive in specified circumstances an amount of cash or one share of Common Stock or equivalent value in cash, the value of which at the time it is settled is determined as a function of the extent to which established performance criteria have been satisfied.“Performance Unit Award” means an Award in the form of Performance Units.“Qualified Performance Awards” has the meaning set forth in Paragraph 8(a)(vii)(B).“Restricted Stock” means a share of Common Stock that is restricted or subject to forfeiture provisions.“Restricted Stock Award” means an Award in the form of Restricted Stock.“Restricted Stock Unit” means a unit evidencing the right to receive in specified circumstances one share of Common Stock or equivalent value in cash that is restricted or subject to forfeiture provisions.“Restricted Stock Unit Award” means an Award in the form of Restricted Stock Units.“Restriction Period” means a period of time beginning as of the date upon which a Restricted Stock Award or Restricted Stock Unit Award is made pursuant to this Plan and ending as of the date upon which such Award is no longer restricted or subject to forfeiture provisions.“Retirement” means a Participant’s termination of employment with the Company (or a Subsidiary) in which the Participant meets the Company’s retirement eligibility requirements under the Company’s retirement eligibility policy in effect as of the Grant Date, which shall be determined by the Company in its sole discretion.“Stock Appreciation Right” or “SAR” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the right is exercised over a specified Exercise Price.“Stock Award” means an Award in the form of shares of Common Stock, including a Restricted Stock Award, and a Restricted Stock Unit Award or Performance Unit Award that may be settled in shares of Common Stock, and excluding Options and SARs.“Stock-Based Award Limitations” has the meaning set forth in Paragraph 5.“Subsidiary” means (1) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the shareholders of such corporation, and (2) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).“Time-Based Equity Award” means any Stock Award, Option or SAR, other than a Performance Award.4.Eligibility(a) Employees. All Employees are eligible for Employee Awards under this Plan,provided, however, that if the Committee makes an Employee Award to an individual whom it expects to become an Employee following the Grant Date of such Award, such Award shall be subject to (among other terms and conditions) the individual actually becoming an Employee.(b) Directors. All Directors are eligible for Director Awards under this Plan,provided, however, that if the Outside Board makes a Director Award to an individual whom it expects to become a Director following the Grant Date of such Award, such Award shall be subject to (among other terms and conditions) the individual actually becoming a Director.The Committee (or the Outside Board, in the case of Director Awards) shall determine the type or types of Awards to be made under this Plan and shall designate from time to time the Employees or Directors who are to be granted Awards under this Plan.5.Common Stock Available for AwardsSubject to the provisions of Paragraph 15 hereof, there shall be available for Awards under this Plan granted wholly or partly in Common Stock (including rights or Options that may be exercised for or settled in Common Stock) an aggregate of 55,000,000 shares (the “Maximum Share Limit”), consisting of (i) 10,000,000 shares of Common Stock newly authorized for issuance and subject to approval of the Company’s shareholders at the Company’s 2017 annual meeting, and (ii) 45,000,000 shares of Common Stock previously authorized for issuance. All of the shares of Common Stock authorized for issuance under the Plan shall be available for Incentive Stock Options. Each Stock Award granted under this Plan shall be counted against the Maximum Share Limit as one share of Common Stock; each Option and SAR shall be counted against the Maximum Share Limit as one share of Common Stock.Awards settled in cash shall not reduce the Maximum Share Limit under the Plan. If an Award expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the expired, terminated, cancelled or forfeited Awards shall again be available for Awards under the Plan, and the Maximum Share Limit shall be increased by the same amount as such shares were counted against the Maximum Share Limit (i.e., increased by one share of Common Stock, if a Stock Award, and one share of Common Stock, if an Option or SAR). The following shares of Common Stock shall not become available again for issuance under the Plan:(a) Shares of Common Stock that have been retained or withheld by the Company in payment or satisfaction of the Exercise Price, purchase price or tax withholding obligation of an Award;(b) Shares of Common Stock that have been delivered (either actually or by attestation) to the Company in payment or satisfaction of the Exercise Price, purchase price or tax withholding obligation of an Award;(c) Shares of Common Stock tendered or withheld in payment of an Option; and;(d) Shares repurchased by the Company with Option proceeds.In addition, shares of Common Stock covered by a SAR, to the extent the SAR is exercised and settled in shares of Common Stock, and whether or not shares of Common Stock are actually issued to the Participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan.The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.Notwithstanding anything to the contrary contained in this Plan, the following limitations shall apply to any Awards made hereunder:(a) No Employee may be granted during any calendar year Awards exercisable, covering or relating to more than 2,500,000 shares of Common Stock (the “Stock-Based Award Limitation”); and(b) No Employee may be granted during any calendar year (1) Cash Awards or (2) Restricted Stock Unit Awards or Performance Unit Awards that may be settled solely in cash, having a value determined on the Grant Date in excess of $5,000,000.6.Administration(a) Authority of the Committee. Except as otherwise provided in this Plan with respect to actions or determinations by the Board, this Plan shall be administered by the Committee;provided, however, that (i) any and all members of the Committee shall satisfy any independence requirements prescribed by any stock exchange on which the Company lists its Common Stock; (ii) Awards may be granted to individuals who are subject to Section 16(b) of the Exchange Act only if the Committee is comprised solely of two or more “Non-Employee Directors” as defined in Securities and Exchange Commission Rule 16b-3 (as amended from time to time, and any successor rule, regulation or statute fulfilling the same or similar function); and (iii) any Award intended to qualify for the “performance-based compensation” exception under Code Section 162(m) shall be granted only if the Committee is comprised solely of two or more “outside directors” within the meaning of Code Section 162(m) and regulations pursuant thereto. Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. Subject to Paragraph 6(c) hereof, the Committee may, in its discretion, (x) provide for the extension of the exercisability of an Award;provided, however, that no such action shall permit the term of any Option to be greater than 10 years from its Grant Date; (y) in the event of death or Disability, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is, in either case, (1) not adverse to the Participant to whom such Award was granted, or (2) consented to by such Participant; or (z) in the event of a Change in Control, take any action authorized by Paragraph 16 hereof. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award Agreement in the manner and to the extent the Committee deems necessary or desirable to further this Plan’s purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. The Outside Board shall have the same powers as the Committee with respect to Director Awards.(b) Indemnity. No member of the Board or the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of Paragraph 7 of this Plan shall be liable for anything done or omitted to be done by him, by any member of the Board or the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his own willful misconduct or as expressly provided by statute.(c) Prohibition on Repricing of Awards. Subject to the provisions of Paragraph 15 hereof, the terms of outstanding Award Agreements may not be amended without the approval of the Company’s shareholders so as to (i) reduce the Exercise Price of any outstanding Options or SARs or (ii) cancel any outstanding Options or SARs in exchange for cash or other Awards, or Options or SARs with an Exercise Price that is less than the Exercise Price of the original Options or SARs.(d) Minimum Vesting Period.Each Stock Award, Option and SAR shall have a minimum vesting period of one year from the date of grant. The foregoing notwithstanding, 5% of the total number of shares of Common Stock available for issuance under this Plan shall not be subject to the minimum vesting requirement described in the preceding sentence.7.Delegation of AuthorityThe Committee may delegate any of its authority to grant Awards to Employees who are not subject to Section 16(b) of the Exchange Act, subject to Paragraph 6(a) above, to the Board or to any other committee of the Board, provided such delegation is made in writing and specifically sets forth such delegated authority. The Committee may also delegate to an Authorized Officer authority to execute on behalf of the Company any Award Agreement. The Committee and the Board, as applicable, may engage or authorize the engagement of a third party administrator to carry out administrative functions under this Plan. Any such delegation hereunder shall only be made to the extent permitted by applicable law.8.Employee Awards(a) The Committee shall determine the type or types of Employee Awards to be made under this Plan and shall designate from time to time the Employees who are to be the recipients of such Awards. Each Award shall be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee, in its sole discretion, and, if required by the Committee, shall be signed by the Participant to whom the Award is granted and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed in this Paragraph 8(a) hereof and may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other plan of the Company or any of its Subsidiaries, including the plan of any acquired entity;provided, however, that, except as contemplated in Paragraph 15 hereof, no Option or SAR may be issued in exchange for the cancellation of an Option or SAR with a higher Exercise Price nor may the Exercise Price of any Option or SAR be reduced. All or part of an Award may be subject to conditions established by the Committee. Upon the termination of employment by a Participant who is an Employee, any unexercised, unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement or in any other written agreement the Company has entered into with the Participant.(i) Options. An Employee Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of either an Incentive Stock Option or a Nonqualified Stock Option. The price at which shares of Common Stock may be purchased upon the exercise of an Option shall be not less than the Fair Market Value of the Common Stock on the Grant Date. The term of an Option shall not exceed 10 years from the Grant Date. Options may not include provisions that “reload” the Option upon exercise. Subject to the foregoing provisions, including the minimum vesting requirement described in this Paragraph 8(a), the terms, conditions and limitations applicable to any Option, including, but not limited to, the term of any Option and the date or dates upon which the Option becomes vested and exercisable, shall be determined by the Committee.(ii) Stock Appreciation Rights. An Employee Award may be in the form of an SAR. The Exercise Price for an SAR shall not be less than the Fair Market Value of the Common Stock on the Grant Date. The holder of a tandem SAR may elect to exercise either the Option or the SAR, but not both. The exercise period for an SAR shall extend no more than 10 years after the Grant Date. SARs may not include provisions that “reload” the SAR upon exercise. Subject to the foregoing provisions, including the minimum vesting requirement described in this Paragraph 8(a), the terms, conditions, and limitations applicable to any SAR, including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall be determined by the Committee.(iii) Stock Awards. An Employee Award may be in the form of a Stock Award. The terms, conditions and limitations applicable to any Stock Award, including, but not limited to, vesting or other restrictions, shall be determined by the Committee, and subject to the minimum Restriction Period and performance period requirements and any other applicable requirements described in this Paragraph 8(a).(iv) Restricted Stock Unit Awards. An Employee Award may be in the form of a Restricted Stock Unit Award. The terms, conditions and limitations applicable to a Restricted Stock Unit Award, including, but not limited to, the Restriction Period and the right to receive Dividend Equivalents, if any, shall be determined by the Committee. Subject to the terms of this Plan, the Committee, in its sole discretion, may settle Restricted Stock Units in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the vested Restricted Stock Units.(v) Performance Unit Awards. An Employee Award may be in the form of a Performance Unit Award. Each Performance Unit shall have an initial value that is established by the Committee on the Grant Date. Subject to the terms of this Plan, after the applicable performance period has ended, the Participant shall be entitled to receive settlement of the value and number of Performance Units earned by the Participant over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. Settlement of earned Performance Units shall be as determined by the Committee and as evidenced in an Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may settle earned Performance Units in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the earned Performance Units as soon as practicable after the end of the performance period and following the Committee’s determination of actual performance against the performance measures and related goals established by the Committee. The terms, conditions and limitations applicable to a Performance Unit Award, including, but not limited to, the Restriction Period and the right to Dividend Equivalents, if any, shall be determined by the Committee.(vi) Cash Awards. An Employee Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to a Cash Award, including, but not limited to, vesting or other restrictions, shall be determined by the Committee.(b) Performance Awards. Without limiting the type or number of Awards that may be made under the other provisions of this Plan, any Employee Award granted under this Plan may be structured as a Performance Award. The terms, conditions and limitations applicable to an Award that is a Performance Award shall be determined by the Committee. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met, will determine the value and/or amount of Performance Awards that will be paid out to the Participant and/or the portion of an Award that may be exercised.(i) Nonqualified Performance Awards. Performance Awards granted to Employees that are not intended to qualify as qualified performance-based compensation under Code Section 162(m) shall be based on achievement of such Performance Goals and be subject to such terms, conditions and restrictions as the Committee or its delegate shall determine.(ii) Qualified Performance Awards. Performance Awards granted to Employees under this Plan that are intended to qualify as qualified performance-based compensation under Code Section 162(m) shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee prior to the earlier to occur of (1) 90 days after the commencement of the period of service to which the Performance Goal relates and (2) the lapse of 25% of the period of service (as scheduled in good faith at the time the goal is established), and in any event while the outcome is substantially uncertain. A Performance Goal is objective if a third party having knowledge of the relevant facts could determine whether the goal is met. One or more of such goals may apply to the Employee, one or more business units, divisions or sectors of the Company, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies. A Performance Goal shall include one or more of the following: (a) cash flow (including operating cash flow, free cash flow, cash flow return on capital, or cash flow per share), (b) core earnings per share (including earnings before interest, taxes, depreciation and amortization), (c) return measures (including return on assets, capital, equity, or sales), (d) total shareholder return, (e) productivity ratios, (f) expense targets or ratios, (g) revenue, (h) core income or net income, (i) core operating income or net operating income, (j) operating profit or net operating profit, (k) gross or operating margin, (l) return on operating revenue, (m)market share, (n) loan volume, (o) loan delinquencies, (p) loan defaults, (q) loan credit indicators (including FICO, co-borrower, payments made, GPA and graduation), (r) overhead or other expense reduction, (s) charge-off levels, (t) deposit growth, (u) margins, (v) operating efficiency, (w) economic value added, (x) customer or employee satisfaction, (y) debt reduction, (z) capital targets, (aa) consummation of acquisitions, dispositions, projects or other specific events or transactions, (bb) liquidity, (cc) capital adequacy, (dd) ratio of nonperforming to performing assets, (ee) ratio of common equity to total assets, or (ff) regulatory compliance metrics.Unless otherwise stated, such a Performance Goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). In interpreting Plan provisions applicable to Qualified Performance Awards, it is the intent of this Plan to conform with the standards of Code Section 162(m) and Treasury Regulation § 1.162-27(e)(2)(i), as to grants to Covered Employees and the Committee in establishing such goals and interpreting this Plan shall be guided by such provisions. Prior to the payment of any compensation based on the achievement of Performance Goals applicable to Qualified Performance Awards, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made shall be treated as such written certification. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Qualified Performance Awards made pursuant to this Plan shall be determined by the Committee. The Committee may provide in any such Performance Award that any evaluation of performance may include or exclude certain events that occur during a Performance Period including but not limited to: (i) amortization, depreciation or impairment of tangible or intangible assets, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs or reductions in force or early retirement programs, (v) any unusual or infrequently occurring items that may be defined in an objective and non-discretionary manner under or by reference to U.S. Generally Accepted Accounting Principles, accounting standards or other applicable accounting standards in effect from time to time and/ or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) the sale of investments or non-core assets; (vii) discontinued operations, categories or segments; (viii) investments, acquisitions or dispositions; (ix) political, legal and other business interruptions (such as due to war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, seizure, and regulatory requirements); (x) natural catastrophes; (xi) currency fluctuations; (xii) stock based compensation expense; (xiii) early retirement of debt; (xiv) conversion of convertible debt securities; and (xv) termination of real estate leases.(iii) Adjustment of Performance Awards. Awards that are intended to qualify as Performance Awards may not be adjusted upward. The Committee may retain the discretion to adjust such Performance Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.9.Director AwardsThe Outside Board has the sole authority to grant Director Awards from time to time in accordance with this Paragraph 9. Director Awards may consist of the forms of Award described in Paragraph 8, with the exception of Incentive Stock Options, may be granted singly, in combination, or in tandem and shall be granted subject to such terms and conditions as specified in Paragraph 8. Each Director Award may, in the discretion of the Outside Board, be embodied in an Award Agreement, which shall contain such terms, conditions, and limitations as shall be determined by the Outside Board, in its sole discretion. The maximum aggregate grant-date value of all Director Awards granted to any single Director during any single calendar year shall be $650,000.10.Award Payment; Dividends and Dividend Equivalents(a) General. Payment of Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee (or the Outside Board, in the case of Director Awards) shall determine, including, but not limited to, in the case of Common Stock, restrictions on transfer and forfeiture provisions. For a Restricted Stock Award, the certificates evidencing the shares of such Restricted Stock (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the termsand conditions of the restrictions applicable thereto. For a Restricted Stock Unit Award that may be settled in shares of Common Stock, the shares of Common Stock that may be issued at the end of the Restriction Period shall be evidenced by book entry registration or in such other manner as the Committee may determine.(b) Dividends and Dividend Equivalents. Dividends and/or Dividend Equivalents shall not be made part of any Options or SARs. Rights to (1) dividends will be extended to and made part of any Restricted Stock Award and (2) Dividend Equivalents may be extended to and made part of any Restricted Stock Unit Award and Performance Unit Award, subject in each case to such terms, conditions and restrictions as the Committee may establish;provided, however, that any such dividends or Dividend Equivalents paid with respect to unvested Stock Awards, including Stock Awards subject to Performance Goals shall be subject to the same restrictions and/or Performance Goals as applicable, as the underlying Stock Award.11.Option ExerciseThe Exercise Price shall be paid in full at the time of exercise in cash or, if permitted by the Committee and elected by the Participant, the Participant may purchase such shares by means of the Company withholding shares of Common Stock otherwise deliverable on exercise of the Award or tendering Common Stock valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee, in its sole discretion, shall determine acceptable methods for Participants to tender Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award (including cashless exercise procedures approved by the Committee involving a broker or dealer approved by the Committee). The Committee may adopt additional rules and procedures regarding the exercise of Options from time to time, provided that such rules and procedures are not inconsistent with the provisions of this Paragraph 11.12.TaxesThe Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of required withholding taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes;provided, however,that the number of shares of Common Stock withheld for payment of required withholding taxes must equal no more than the maximum individual statutory rate in the applicable jurisdiction, as determined in accordance with generally accepted accounting principles. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.13.Amendment, Modification, Suspension or TerminationThe Board may amend, modify, suspend or terminate this Plan (and the Committee may amend an Award Agreement) for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (1) no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant and (2) no amendment or alteration shall be effective prior to its approval by the shareholders of the Company to the extent shareholder approval is otherwise required by applicable legal requirements or the requirements of the securities exchange on which the Company’s stock is listed, including any amendment that expands the types of Awards available under this Plan, materially increases the number of shares of Common Stock available for Awards under this Plan, materially expands the classes of persons eligible for Awards under this Plan, materially extends the term of this Plan, materially changes the method of determining the Exercise Price of Options, deletes or limits any provisions of this Plan that prohibit the repricing of Options or SARs, or decreases any minimum vesting requirements for any Stock Award.14.AssignabilityUnless otherwise determined by the Committee (or the Outside Board in the case of Director Awards) and expressly provided for in an Award Agreement, no Award or any other benefit under this Plan shall be assignable or otherwise transferable except (1) by will or the laws of descent and distribution or (2) pursuant to a domestic relations order issued by a court of competent jurisdiction that is not contrary to the terms and conditions of this Plan or applicable Award and in a form acceptable to the Committee. The Committee may prescribe and include in applicable Award Agreements other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this Paragraph 14 shall be null and void. Notwithstanding the foregoing, no Award may be transferred for value or consideration.15.Adjustments(a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, then (1) the number of shares of Common Stock reserved under this Plan, (2) the number of shares of Common Stock covered by outstanding Awards in the form of Common Stock or units denominated in Common Stock, (3) the Exercise Price or other price in respect of such Awards, (4) the Stock-Based Award Limitations, and (5) the appropriate Fair Market Value and other price determinations for such Awards shall each be proportionately adjusted by the Committee as appropriate to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Committee shall make appropriate adjustments to (i) the number and kind of shares of Common Stock covered by Awards in the form of Common Stock or units denominated in Common Stock, (ii) the Exercise Price or other price in respect of such Awards, (iii) the appropriate Fair Market Value and other price determinations for such Awards, and (iv) the Stock-Based Award Limitations to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without increasing, the value of such Awards.(c) In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee may make such adjustments to Awards or other provisions for the disposition of Awards as it deems equitable, and shall be authorized, in its discretion, (1) to provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Committee determines) for an Award or the assumption of the Award, regardless of whether in a transaction to which Code Section 424(a) applies, (2) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction, or (3) to cancel any such Awards and to deliver to the Participants cash in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or Stock Appreciation Rights shall be the excess of the Fair Market Value of Common Stock on such date over the Exercise Price of such Award.(d) Notwithstanding anything to the contrary in Paragraph 15(c), the vesting of any Stock Awards, Options or SARs shall be accelerated upon an event described in Paragraph 15(c) only if the awards are not assumed by or substituted for awards of the surviving or acquiring entity, and the acceleration of vesting of any Performance-Based Equity Awards upon such event shall be adjusted for actual performance and/or the fractional performance period through the date of the event.(e) No adjustment or acceleration pursuant to this Paragraph 15 shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable. For purposes of Code Section 409A, the immediate settlement of Awards whose vesting has been accelerated pursuant to the provisions hereof or of Paragraph 16 below shall, to the extent required in order to comply with Code Section 409A, conform to the requirements for a termination and liquidation of the Plan and all outstanding Awards under the Plan that are subject to Code Section 409A in accordance with Treasury Regulation § 1.409A-3(j)(4)(ix)(B).16. Change of Control.Notwithstanding anything in Paragraph 15 to the contrary, the provisions of this Paragraph 16 shall apply to an outstanding Award if a Change in Control occurs.(a) If a Change in Control triggered by clause (b) of the definition thereof occurs and outstanding Awards are not assumed or continued by the acquiring or surviving entity in the transaction, then upon consummation of the Change in Control: (1) if an Award is a Time-Based Equity Award, it shall vest fully and completely, any and all restrictions shall lapse, and (if an Option or SAR) it shall be fully exercisable; or (2) if an Award is a Performance-Based Equity Award, it shall vest based on the performance terms of the Award and based on actual performance achieved to the date of the Change in Control. The Committee may adjust the performance goals of a Performance Award in its good faith discretion to account for the shortened performance period.(b) If a Change in Control triggered by clause (a) of the definition thereof occurs, or if the acquiring or surviving entity in a Change in Control triggered by clause (b) of the definition thereof assumes or continues the Award, then no acceleration of vesting, exercisability and/or payment of an outstanding Award shall occur in connection with the Change in Control; provided, however, that individual Awards may provide for acceleration if the Participant’s employment with the Company (or any Subsidiary), or with any acquiring or surviving entity in the transaction (as the case may be), terminates in connection with the Change in Control due to a qualifying termination of employment under the circumstances provided in the Award, including (by way of example and not of limitation) any termination of employment other than either (x) involuntary termination by the Company, Subsidiary, or acquiring or surviving entity for Cause, or (y) voluntary termination by the Participant other than due to Retirement or Good Reason.17.RestrictionsNo Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.18.Unfunded PlanThis Plan is unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the Company, the Board or the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan. With respect to this Plan and any Awards granted hereunder, Participants are general and unsecured creditors of the Company and have no rights or claims except as otherwise provided in this Plan or any applicable Award Agreement.19.Code Section 409A(a) Awards made under this Plan are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Code Section 409A, that Plan provision or Award shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to an Award.(b) Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award, Performance Unit Award or Cash Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee determines that a Restricted Stock Unit Award, Performance Unit Award or Cash Award is intended to be subject to Code Section 409A, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Code Section 409A.(c) If the Participant is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Code Section 409A.20.Awards to Foreign Nationals and Employees Outside the United StatesThe Committee may, without amending this Plan, (1) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed or otherwise providing services outside the United States, or both, including rules that differ from those set forth in this Plan, and (2) grant Awards to such Participants in accordance with those rules.21.Governing LawThis Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.22.Right to Continued Service or EmploymentNothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate any Participant’s employment or other service relationship with the Company or its Subsidiaries at any time, nor confer upon any Participant any right to continue in the capacity in which he is employed or otherwise serves the Company or its Subsidiaries.23.UsageWords used in this Plan in the singular shall include the plural and in the plural the singular, and the gender of words used shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders.24.HeadingsThe headings in this Plan are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Plan.25.EffectivenessThis Plan, as approved by the Board on April 7, 2014, became effective as of the Effective Date. This Plan shall continue in effect for a term of 10 years commencing on the Effective Date, unless earlier terminated by action of the Board.The then sole shareholder of the Company approved this Plan on April 8, 2014. The Company amended and restated the Plan on April 6, 2015, and again on April 4, 2017.IN WITNESS WHEREOF, Navient Corporation has caused this Plan to be executed by its duly authorized officer, effective as provided herein.NAVIENT CORPORATION By:Name: Mark L. HeleenTitle: Secretary 
NAVIENT CORPORATIONATTN: CORPORATE SECRETARY123 JUSTISON STREETWILMINGTON, DE 19801VOTE BY INTERNET -www.proxyvote.comUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:E17962-P86726 KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.DETACH AND RETURN THIS PORTION ONLY NAVIENT CORPORATION The Board of Directors recommends you vote FOR the following proposals:1.Election of DirectorsNominees:ForAgainstAbstain1a.John K. Adams, Jr.☐☐☐1b.Anna Escobedo Cabral☐☐☐1c.William M. Diefenderfer, III☐☐☐1d.Diane Suitt Gilleland☐☐☐1e.Katherine A. Lehman☐☐☐1f.Linda A. Mills☐☐☐1g.John F. Remondi☐☐☐1h.Jane J. Thompson☐☐☐1i.Laura S. Unger☐☐☐1j.Barry L. Williams☐☐☐1k.David L. Yowan☐☐☐ The Board of Directors recommends you vote FOR the following proposals: 1. Election of Directors ForNominees:AgainstFor Against Abstain 1a. Anna Escobedo Cabral ☐ ☐ ☐ For Against Abstain 1b. William M. Diefenderfer, III ☐ ☐ ☐ 2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2017.2018.☐ ☐ ☐ 1c. Katherine A. Lehman ☐ ☐ ☐ 1d. Linda A. Mills ☐ ☐ ☐ 3. Non-binding advisory vote to approve named executive officer compensation. ☐☐ ☐ ☐ 4.Approval of the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan. ☐☐☐NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein. If any other matters properly come before the meeting, the person named in this proxy will vote in their discretion. 1e. John F. Remondi ☐ ☐ ☐ 1f. Jane J. Thompson ☐ ☐ ☐ The Board of Directors recommends you vote AGAINST the following proposal: 1g. Laura S. Unger ☐ ☐ ☐ 4. Shareholder proposal concerning student loan risk management. ☐ ☐ ☐ 1h. Barry L. Williams ☐ ☐ ☐ 1i. David L. Yowan ☐ ☐ ☐ NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein. If any other matters properly come before the meeting, the person named in this proxy will vote in their discretion. For address changes and/or comments, please check this box and write them on the back where indicated. ☐ Please indicate if you plan to attend this meeting. ☐ ☐ YesYes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Date V.1.1
IN THE ENCLOSED ENVELOPE.E17963-P86726THIS CARD WILL ALSO BE USED TO PROVIDE VOTING INSTRUCTIONS TO THE TRUSTEE FOR ANY SHARES HELD FOR THE ACCOUNT OF THE UNDERSIGNED IN THE NAVIENT 401(K) SAVINGS PLAN.NAVIENT CORPORATIONAnnual Meeting of ShareholdersMay 25, 2017 8:00 AMNavient Corporation123 Justison StreetWilmington, DE 19801THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Mark Heleen and Kurt Slawson, or each of them, each with full power of substitution, as the lawful attorneys and proxies of the undersigned to attend the Annual Meeting of Shareholders of Navient Corporation to be held on May 25, 2017, and any adjournments or postponements thereof, to vote the number of shares the undersigned would be entitled to vote if personally present, and to vote in their discretion upon any other business that may properly come before the meeting.Address Changes/Comments: THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THIS PROXY WILL BE VOTED “FOR” ALL PORTIONS OF PROPOSALS 1, 2, 3 AND 4, AND IN THE PROXY’S DISCRETION ON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING.THIS CARD WILL ALSO BE USED TO PROVIDE VOTING INSTRUCTIONS TO THE TRUSTEE FOR ANY SHARES HELD FOR THE ACCOUNT OF THE UNDERSIGNED IN THE NAVIENT 401(K) SAVINGS PLAN. Address Changes/Comments: V.1.1
