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John F. Remondi | William M. Diefenderfer, Ill | |
President and Chief Executive Officer | Chairman of the Board of Directors |
Date: | Thursday, May 24, 2018 |
Time: | 8:00 a.m., Eastern Daylight Time |
Place: | Navient Corporation 123 Justison Street Wilmington, Delaware 19801 |
Items of Business: | |
(1) Elect the 9 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified; (2) Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for 2018; (3) Approve, in a non-binding advisory vote, the compensation paid to Navient’s named executive officers; (4) Consider and vote on a shareholder proposal, if properly presented at the meeting and not previously withdrawn; and (5) Act on such other business as may properly come before the Annual Meeting or any adjournment or postponement of the meeting.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 26, 2018. |
By Order of the Board of Directors, | |
Mark L. Heleen | |
Secretary |
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DATE AND TIME: May 24, 2018 8:00 a.m. local time | LOCATION: Navient Corporation 123 Justison Street Wilmington, Delaware 19801 | RECORD DATE: March 26, 2018 |
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 |
Separate Chairman and CEO | Yes |
Average Age of Directors | 63 |
Number of Independent Directors | 10 |
Annual Elections of Directors | Yes |
Majority Voting for Directors | Yes |
Board Meetings Held in 2017 (average director attendance 95.6%) | 11 |
Annual 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 | 97.1% |
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 |
John K. Adams, Jr. (1) | Anna Escobedo Cabral | William M. Diefenderfer, III | Diane Suitt Gilleland (2) | Katherine A. Lehman | Linda A. Mills | John (Jack) F. Remondi | Jane J. Thompson | Laura S. Unger | Barry L. Williams | David L. Yowan | |
Skills and Experience | |||||||||||
Board of Directors Experience | X | X | X | X | X | X | X | X | X | X | X |
Industry Experience | X | X | X | X | X | X | X | ||||
Executive Leadership | X | 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 | |||
Financially Literate (3) | X | X | X | X | X | X | X | X | X | X | X |
Audit Committee Financial Expert (4) | 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) | 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. |
(4) | Directors determined by the Board to be audit committee financial experts, as that term is defined under rules promulgated by the SEC. |
Name | Age (1) | Director Since (2) | Occupation and Experience | Independent | Committee Memberships | Other Public Boards | ||||
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 | Financial Services Consultant | Yes | M | M | C | 2 | ||
Barry L. Williams | 73 | 2000 | Retired – Investment Consultant | Yes | M | M | 1 | |||
David L Yowan | 61 | 2017 | EVP and Corporate Treasurer American Express Company | Yes | M | M | 0 |
(1) | Ages are as of April 13, 2018. |
(2) | For 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 in 2014. |
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 |
Vote in advance of the meeting | Vote your shares at www.proxyvote.com. Votes submitted via the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 23, 2018. Please have your Notice of Internet Availability or proxy card available when you log on. | Vote in person at the meeting | If you hold shares directly in your name as a shareholder of record, you may either vote in person or be represented by another person at the Annual Meeting by executing a legal proxy designating that person as your proxy to vote your shares. If you hold your shares in street name, you must obtain a legal proxy from your broker, bank, trustee or other nominee and present it to the inspector of elections with your ballot to be able to vote at the Annual Meeting. To request a legal proxy, please follow the instructions at www.proxyvote.com | ||||
Call the toll-free number (1-800-579-1639). You may call this toll-free telephone number, which is available 24-hours a day, and follow the pre-recorded instructions. Please have your Notice of Internet Availability or proxy card available when you call. If you hold your shares in street name, your broker, bank, trustee or other nominee may provide you additional instructions regarding voting your shares by telephone. Votes submitted telephonically must be received by 11:59 p.m., Eastern Daylight Time, on May 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 23, 2018. |
• | “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 Proposal 3; and |
• | “AGAINST” a shareholder proposal requesting that the Board of Directors issue a report on the governance measures the Company has implemented to monitor and manage financial and reputational risks related to student loans. |
• | 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. |
Proposal | Voting Options | Vote Required for Approval | Abstentions | Broker Non-Votes | Broker Discretionary Vote Permitted | Board’s Voting Recommendation |
1. Election of Directors | “FOR” or “AGAINST” | Affirmative vote of the holders of a majority of the votes cast. | NOT COUNTED | NOT COUNTED | NO | FOR the election of each of the director nominees |
2. Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for 2018 | “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. | COUNTED as votes Against | NOT COUNTED | YES | FOR |
3. Approve, in a non-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. | COUNTED as votes Against | NOT COUNTED | NO | FOR |
4. Shareholder Proposal – Student Loan Risk Management | “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. | COUNTED as votes Against | NOT COUNTED | NO | AGAINST |
• | 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 26, 2018. 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, 2018. |
• | 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 is a shareholder proposal requesting that the Board of Directors issue a report on the governance measures the Company has implemented to monitor and manage financial and reputational risks related to student loans. |
Name and Age Service as a Director | Position, Principal Occupation, Business Experience and Directorships | |
Jack Remondi, 55 Director since May 2013 | President and Chief Executive Officer Navient Corporation Other Professional and Leadership Experience: Chairman, Reading is Fundamental Trustee, Nellie Mae Education Foundation Directorships of Other Public Companies: CubeSmart Real Estate Investment Trust — 2009 to present SLM Corporation — former Board Member Skills, Experience and Qualifications: Mr. Remondi has been the Company’s President and Chief Executive Officer since April 2014. He was SLM Corporation’s President and Chief Executive Officer from May 2013 to April 2014, President and Chief Operating Officer from January 2011 to May 2013 and its Vice Chairman and Chief Financial Officer from January 2008 to January 2011. Mr. Remondi’s nearly 30-year history in the student loan and business services industry with Navient and its predecessors, in a variety of leadership roles, including as chief executive officer, chief operating officer and chief financial officer, enables him to bring to our Board of Directors a unique historical perspective of Navient, its operations and the evolution of the student loan industry. Mr. Remondi also brings valuable insights to the Board of Directors in the areas of finance, accounting, portfolio management, business operations and student/consumer lending. He has the in-depth knowledge of our industry, customers, investors and competitors, as well as the relationships, to lead our company. |
Name and Age Service as a Director | Position, Principal Occupation, Business Experience and Directorships | |
William M. Diefenderfer, III, 72 Chairman of the Board since March 2014 Director since May 1999 | Partner Diefenderfer, Hoover, McKenna & Wood, LLP Business Experience: Partner, Diefenderfer, Hoover, McKenna & Wood, LLP, a law firm, Pittsburgh, PA — 1991 to present Chief Executive Officer and President, Enumerate Solutions, Inc., a privately-owned technology company — 2000 to 2002 Deputy Director, U.S. Office of Management and Budget — 1989 to 1991 Other Professional and Leadership Experience: Public Company Accounting Oversight Board (PCAOB) Standing Advisory Group – former Board Member Directorships of Other Public Companies: CubeSmart Real Estate Investment Trust — 2004 to present Chairman of the Board SLM Corporation — former Board Member Skills, Experience and Qualifications: Mr. Diefenderfer’s legal background, his involvement in the executive branch of the federal government, and his leadership roles in business and with the PCAOB, together with his service as a member of other public company boards, both as chairman and as chair of various committees, including audit committees, bring valuable experience in the areas of finance, accounting, business operations, political/governmental affairs and law to our Board of Directors. |
Name and Age Service as a Director | Position, Principal Occupation, Business Experience and Directorships | |
Anna Escobedo Cabral, 58 Director since December 2014 | Senior Advisor Inter-American Development Bank Business Experience: Senior Advisor, Inter-American Development Bank — 2009 to present Treasurer of the United States, U.S. Department of the Treasury — 2004 to 2009 Director, Smithsonian Institution’s Center for Latino Initiatives — 2003 to 2004 CEO, Hispanic Association on Corporate Responsibility — 1999 to 2003 Staff Director & Chief Clerk, US Senate Committee on the Judiciary — 1993 to 1999 Executive Staff Director, US Senate Task Force on Hispanic Affairs — 1991 to 1999 Other Professional and Leadership Experience: Trustee, Jesse Ball duPont Fund Member, NatureBridge Regional Advisory Committee NatureBridge Board of Directors — former member Financial Services Roundtable Retirement Security Council — former chair Providence Hospital Foundation Board — former member American Red Cross Board of Directors — former member Sewall Belmont House Board of Directors — former member Martha’s Table Board of Directors — former member Skills, Experience and Qualifications: Ms. Cabral’s extensive experience in public policy, government, public affairs, corporate social responsibility, international development, and financial literacy, as well as her experience as a chief operating officer in the non-profit sector, enables her to provide valuable insights and judgment to our Board of Directors. |
Name and Age Service as a Director | Position, Principal Occupation, Business Experience and Directorships | |
Katherine A. Lehman, 43 Director since November 2014 | Private Equity Investor Business Experience: Managing Partner, Hilltop Private Capital — 2016 to Present Managing Director and Deal Team Leader, Lincolnshire Management — 2009 to 2016 Other Investment Roles, Lincolnshire Management — 2001 to 2009 Directorships of Other Public Companies: Stella-Jones (TSX: SJ) — 2016 to present Other Professional and Leadership Experience: Director, American Track Services Director, Spiral Holding Board Member, The Robert Toigo Foundation Director, New York Private Equity Network True Temper Sports — former Board Member Gruppo Fabbri — former Board Member PADI Holding Company — former Board Member Bankruptcy Management Solutions — former Board Member Skills, Experience and Qualifications: Ms. Lehman’s experience in private equity and financial services, along with her investment evaluation, portfolio oversight and board experience enables her to provide strategic and operational expertise in the areas of finance, review and analysis of investments, mergers and acquisitions, integration and operations, accounting and business, which assist our Board of Directors in evaluating our business and growth plans. | |
Linda Mills, 68 Director since May 2014 | Retired – Corporate Executive Northrop Grumman Business Experience: Corporate Vice President, Operations, Northrop Grumman — 2013 to 2015 Corporate Vice President & President, Information Systems and Information Technology Sectors, Northrop Grumman — 2008 to 2012 Directorships of Other Public Companies: American International Group, Inc. (AIG) — 2015 to present Other Professional and Leadership Experience: Board Member, Smithsonian National Air & Space Museum Board of Visitors, University of Illinois, College of Engineering Senior Advisory Group and Former Board Member, Northern Virginia Technology Council Wolf Trap Foundation for the Performing Arts – former Board Member Skills, Experience and Qualifications: Ms. Mills’ extensive experience in leading businesses and operations for large, complex multinational companies brings a valuable perspective to the Board in the areas of operations, financial management, strategic re-positioning, risk management, technology, federal, state and local government contracting, and cyber-risk. Through her service as a director on the board of another large, publicly traded corporation in a highly regulated industry, as well as her service on many non-profit boards, Ms. Mills brings a unique and wide range of valuable strategic and operational perspectives to our Board of Directors. |
Name and Age Service as a Director | Position, Principal Occupation, Business Experience and Directorships | |
Jane J. Thompson, 66 Director since March 2014 | Chief Executive Officer Jane J. Thompson Financial Services LLC Business Experience: Chief Executive Officer, Jane J. Thompson Financial Services LLC, a management consulting firm — 2011 to present President, Financial Services, Walmart Stores, Inc. — 2002 to 2011 Executive Vice President, Credit, Home Services, Online and Corporate Planning, Sears, Roebuck and Co. — 1988 to 1999 Consultant/Partner, McKinsey & Company — 1978 to 1988 Other Professional and Leadership Experience: Member, Commercial Club of Chicago Former Member and Chair, The Chicago Network Former Member and Board Member, The Economic Club of Chicago Former Member, Center for Financial Services Innovation Board Former Member, CFPB Consumer Advisory Board Former Member and Chair, Boys & Girls Clubs of Chicago Board Former Member, Lurie Children’s Hospital of Chicago Board of Trustees Former Trustee, Bucknell University Former Corporate Advisory Board, Darden Graduate School of Business, University of Virginia Former Corporate Advisory Board, Walton Graduate School of Business, University of Arkansas Directorship of Other Public Companies: Blackhawk Network Holdings, Inc. — 2014 to present OnDeck Capital, Inc. — 2014 to present VeriFone Systems, Inc. — 2014 to present Mitek Systems, Inc. — 2017 to present The Fresh Market — former Board member Skills, Experience and Qualifications: Ms. Thompson brings a unique depth and breadth of expertise to our Board of Directors in the areas of consumer behavior, financial services, consumer lending, finance and financial services regulation. She has extensive experience in consumer lending, as well as management experience with large, publicly-traded retail businesses. Combined with other leadership roles in business—including service as a director of several public companies and as a member of audit, compensation, risk management and governance committees—Ms. Thompson’s business experience enables her to provide valuable insights in a variety of areas. |
Name and Age Service as a Director | Position, Principal Occupation, Business Experience and Directorships | |
Laura S. Unger, 57 Director since November 2014 | Financial Services Advisor Business Experience: Special Advisor, Promontory Financial Group — 2010 to 2014 Independent Consultant to JPMorgan — 2003 to 2009 Former Commissioner, U.S. Securities and Exchange Commission — 1997 to 2002 (including six months as Acting Chairman) Counsel, U.S. Senate Committee on Banking, Housing & Urban Affairs — 1990 to 1997 Other Professional and Leadership Experience: Board Member, Children’s National Medical Center Director, Nomura Securities, Inc. Director, Nomura Global Financial Products Directorships of Other Public Companies: CA, Inc. — 2004 to present CIT Group — 2010 to present Ambac Financial Group, Inc. — former Board Member Skills, Experience and Qualifications: Ms. Unger’s government, public policy and legal and regulatory experience, together with her extensive leadership experience at government agencies, provides the Board with perspectives into regulatory policy and the political and legislative process. She also has significant corporate governance expertise as a member or chair of boards and board committees of public companies and her service at the U.S. Securities and Exchange Commission. |
Name and Age Service as a Director | Position, Principal Occupation, Business Experience and Directorships | |
Barry L. Williams, 73 Director since July 2000 | Retired – Investment Consultant Business Experience: President, Williams Pacific Ventures, Inc., a consulting and investment company — 1987 to 2014 Other Professional and Leadership Experience: Director, Sutter Health Trustee, Management Leadership for Tomorrow Former Director, CH2M Hill Companies Trustee Emeritus, American Conservatory Theater Directorships of Other Public Companies: Jacobs Engineering — 2018 to present PG&E Corporation — former Board Member Northwestern Mutual Life Insurance Company — former Board Member Simpson Manufacturing Co., Inc. — former Board Member SLM Corporation — former Board Member Skills, Experience and Qualifications: Mr. 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 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, enable him to provide relevant and actionable insights in the areas of finance, financial services, business operations, capital markets and corporate governance. | |
David L. Yowan, 61 Director since March 2017 | Consumer Financial Services Executive Business Experience: Executive Vice President and Treasurer, American Express Company — 2006 to present Senior Treasury Management, American Express Company — 1999 to 2006 Senior Vice President, North American Consumer Bank Treasury, Citigroup — 1987 to 1998 Skills, Experience and Qualifications: Mr. Yowan’s extensive experience in consumer financial services including his long tenure with the world’s largest payment card issuer makes him a valuable addition to Navient’s Board of Directors. As a recent addition to the Board, Mr. Yowan’s insight 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 management performance with regard to 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 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. |
• | All directors stand for re-election each year and must be elected by a majority of the votes cast in uncontested elections. |
• | No individual is eligible for nomination to the Board upon the earlier of (i) their 75th birthday or (ii) effective in 2018, after having served in the aggregate more than 20 years on the Board and the board of the Company’s predecessor companies. |
• | The Board of Directors has separated the roles of Chairman of the Board and CEO, and an independent, non-executive director serves as Chairman. |
• | 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. |
Audit Committee | Compensation and Personnel Committee | Executive Committee | Finance and Operations Committee | Nominations and Governance Committee | |
John K. Adams, Jr. | X | X | CHAIR | ||
Anna Escobedo Cabral (1) | 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 | ||||
Jane J. Thompson (2) | X | X | |||
Laura S. Unger (3) | X | X | CHAIR | ||
Barry L. Williams (4) | X | X | |||
David L. Yowan | X | X | |||
Number of Meetings in 2017 | 10 | 7 | 5 | 7 | 5 |
(1) | The Board appointed Ms. Escobedo Cabral to be Chair of the Audit Committee on May 23, 2017. |
(2) | Ms. Thompson 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 23, 2017, when he became a member of the Nominations and Governance Committee. |
• | 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; |
• | Higher Education; |
• | Industry; |
• | Consumer credit; |
• | Marketing and product development; |
• | Government/Regulatory; and |
• | Legal. |
2017 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 |
• | 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. |
Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | ||||||||||||
John K. Adams, Jr. | 90,000 | 129,985 | 58 | 220,043 | ||||||||||||
Anna Escobedo Cabral(4) | 97,500 | 130,000 | 58 | 227,558 | ||||||||||||
William M. Diefenderfer, III(5) | 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 | ||||||||||||
Barry A. Munitz(6) | 3,000 | 129,985 | 0 | 132,985 | ||||||||||||
Jane J. Thompson(7) | 78,000 | 130,000 | 58 | 208,058 | ||||||||||||
Laura S. Unger(8) | 93,000 | 129,985 | 58 | 223,043 | ||||||||||||
Barry L. Williams(9) | 78,000 | 130,000 | 58 | 208,058 | ||||||||||||
David L. Yowan(10) | 97,500 | 129,993 | 58 | 227,551 |
(1) | This table includes all fees earned or paid in fiscal year 2017. Unless timely deferred, 2017 annual cash retainers were paid in quarterly installments beginning shortly after the Company’s 2017 annual meeting of shareholders 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 cash 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 maximum amount of $19,500 (which equates to 13 Board or committee meetings per year). This annual maximum was measured by reference to the twelve-month period beginning on the date of the Company’s annual meeting of shareholders. Meeting fees were eliminated from our director compensation program effective May 2017. |
(2) | The grant date fair market value for each share of restricted stock granted in 2017 to directors is based on the closing market price of the Company’s Common Stock on the grant date. Additional details on accounting for stock-based compensation can be found in “Note 2–Significant Accounting Policies” and “Note 11–Stock-Based Compensation Plans and Arrangements” to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K. Grant date fair values are rounded down to the nearest whole share to avoid the issuance of fractional shares. As noted in the footnotes below, certain directors timely elected to receive a credit under the Director Deferred Compensation Plan in lieu of their 2017 annual equity retainer. Plan credits are automatically invested in a notional Company stock fund and are not subject to rounding for fractional shares. |
(3) | All Other Compensation is set forth in the table below: |
Name | Life Insurance Premiums(A) ($) | Total ($) | ||||||
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. Escobedo Cabral timely elected to receive a credit under the Director Deferred Compensation Plan in lieu of her 2017 annual equity retainer, with the credit being automatically invested in a notional Company stock fund. |
(5) | Mr. Diefenderfer timely elected to receive a credit under the Director Deferred Compensation Plan in 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. |
(6) | Mr. Munitz retired from the Board on May 24, 2017, and he forfeited the stock award reflected in the table above which he had received earlier in the year. |
(7) | Ms. Thompson timely elected to receive a credit under the Director Deferred Compensation Plan in 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 receive a credit under the Director Deferred Compensation Plan in 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. |
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. |
Name and Address of Beneficial Owner | Shares | Percent | ||||||
The Vanguard Group, Inc. (1) 100 Vanguard Blvd. Malvern, PA 19355 | 29,574,809 | 11.23 | % | |||||
Barrow, Hanley, Mewhinney & Strauss, LLC (2) 2200 Ross Avenue, 31st Floor Dallas, TX 75201-2761 | 28,869,964 | 10.96 | % | |||||
BlackRock Inc. (3) 40 East 52nd Street New York, NY 10022 | 17,690,334 | 6.72 | % | |||||
Boston Partners (4) One Beacon Street 30th Floor Boston, MA 02108 | 17,123,082 | 6.50 | % | |||||
Canyon Capital Advisors (5) 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 | 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 9, 2018. The Vanguard Group, Inc., directly and through its subsidiaries, has sole power to vote or direct the voting of 304,973 shares of Common Stock, shared voting power of 39,900 shares, sole power to dispose of or direct the disposition of 29,250,395 shares of Common Stock, and shared power to dispose of or direct the disposition of 324,414 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 281,999 shares of Common Stock; and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., beneficially owns 62,874 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 12, 2018. Barrow, Hanley, Mewhinney & Strauss, LLC has sole power to vote or direct the vote for 7,253,518 shares of Common Stock, shared power to vote or to direct the vote for 21,616,446 shares of Common Stock and sole power to dispose or to direct the disposition of 28,869,964 shares of Common Stock. |
(3) | This information is based on the Schedule 13G filed with the SEC by BlackRock, Inc. on January 25, 2018. BlackRock, Inc. has sole power to vote or direct the voting of 16,089,126 shares of Common Stock and has sole power to dispose of or direct the disposition of for 17,690,334 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 Canyon Capital Advisors on February 14, 2018. Canyon Capital Advisors LLC has sole power to vote or direct the vote for 15,250,281 shares of Common Stock and sole power to dispose or to direct the disposition of 15,250,281 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. |
Director Nominees | Shares (1) | Vested Options (2) | Total Beneficial Ownership (3) | Percent of Class | ||||||||||||
John K. Adams, Jr.(4) | 36,220 | - | 36,220 | * | ||||||||||||
Anna Escobedo Cabral(5) | 36,967 | - | 36,967 | * | ||||||||||||
William M. Diefenderfer III(6) | 171,277 | - | 171,277 | * | ||||||||||||
Diane Suitt Gilleland(7) | 140,771 | 33,139 | 173,910 | |||||||||||||
Katherine A. Lehman | 38,720 | - | 38,720 | * | ||||||||||||
Linda A. Mills | 40,596 | - | 40,596 | * | ||||||||||||
Jane J. Thompson(8) | 41,796 | - | 41,796 | * | ||||||||||||
Laura S. Unger(9) | 37,057 | - | 37,057 | * | ||||||||||||
Barry Lawson Williams(10) | 79,701 | 9,226 | 88,927 | * | ||||||||||||
David L. Yowan(11) | 18,279 | - | 18,279 | |||||||||||||
Named Executive Officers | ||||||||||||||||
Jack Remondi(12) | 1,783,389 | 667,037 | 2,450,426 | * | ||||||||||||
Christian Lown(13) | 141,505 | - | 141,505 | * | ||||||||||||
Somsak Chivavibul(14) | 307,120 | 49,176 | 356,296 | * | ||||||||||||
John Kane(15) | 353,523 | 54,510 | 408,033 | * | ||||||||||||
Jeff Whorley(16) | 303,838 | - | 303,838 | * | ||||||||||||
Timothy Hynes(17) | 244,886 | 69,429 | 314,315 | * | ||||||||||||
Mark Heleen(18) | 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 |
(1) | 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. |
(2) | Shares that may be acquired within 60 days of February 28, 2018, through the exercise of stock options. The 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). Net-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. |
(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) | For Ms. Cabral, 30,255 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account. |
(6) | Mr. 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) | Ms. 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) | For Ms. Thompson, 35,535 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account. |
(9) | For Ms. Unger, 5,490 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account. |
(10) | For Mr. Williams, 41,532 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account. |
(11) | For 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. 668,029 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Remondi has no voting or dispositive control. |
(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. 112,727 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Chivavibul has no voting or dispositive control. |
(15) | 229,862 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Kane has no voting or dispositive control. 1,129 shares are deferred stock units credited to a Company-sponsored deferred compensation plan account. |
(16) | 230,999 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Whorley has no voting or dispositive control. |
(17) | 161,665 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Hynes has no voting or dispositive control. |
(18) | 117,308 of the shares reported in this column are RSUs, PSUs or DEUs over which Mr. Heleen has no voting or dispositive control. |
Name and Age | Position and Business Experience |
Christian Lown 48 | • Chief Financial Officer, Navient — March 2017 to present • Managing Director and Co-Head, Global Financial Technology Group, North America Diversified Finance, Morgan Stanley — 2006 to February 2017 • Vice President, Financial Institutions Group — UBS AG — 2003 to 2006 • Associate, Financial Institutions Group, Credit Suisse First Boston — 2001 to 2003 |
John Kane 49 | • Group President, Business Processing Solutions, Navient — June 2015 to present • Chief Operating Officer, Navient — April 2014 to June 2015 • Senior Vice President — Enterprise Project Management, SLM Corporation — March 2013 to April 2014 • Senior Vice President — Credit, SLM Corporation — August 2011 to March 2013 • Senior Vice President — Collections, SLM Corporation — 2008 to 2011 • Senior Vice President — Consumer Credit Operations, MBNA/Bank of America — 1990 to 2008 |
Jeff Whorley 56 | • Group President, Asset Management and Servicing, Navient — June 2015 to present • Founder & Chief Executive Officer, Core Principal, Inc. — 2013 to June 2015 • President, Student Aid Services, Inc. — 2009 to 2012 • Executive Vice President, Debt Management Services, SLM Corporation — 2003 to 2007 |
Mark L. Heleen 55 | • Chief Legal Officer and Secretary, Navient — February 2015 to present • Senior Vice President and Senior Deputy General Counsel, Navient — June 2014 to February 2015 • Senior Attorney, Cadwalader Wickersham & Taft LLP — August 2013 to June 2014 • Independent Consultant — January 2011 to August 2013 • Executive Vice President and General Counsel, SLM Corporation — February 2009 to December 2010 • Various roles with the Office of the General Counsel, SLM Corporation — July 1988 to February 2009 |
Steve Hauber 44 | • Chief Risk & Compliance Officer, Navient — June 2017 to present • Chief Audit Officer, Navient — April 2014 to June 2017 • Chief Audit Officer, SLM Corporation — January 2011 to April 2014 |
• | Jack Remondi, President and Chief Executive Officer |
• | Christian Lown, Chief Financial Officer |
• | Somsak Chivavibul, Former Chief Financial Officer |
• | John Kane, Group President, Business Processing Solutions |
• | Jeff Whorley, Group President, Asset Management and Servicing |
• | Tim Hynes, Executive Vice President, Consumer Lending |
• | Mark Heleen, Chief Legal Officer and Secretary |
Business Objectives: | Key Accomplishments in 2017: | Link with Executive Compensation Program: | ||
Provide Consistent Returns to Shareholders | Returned $616 million to our shareholders through dividends and share repurchases Improved our operating efficiency | Key Performance Measures: · “Core Basis” EPS · Reduce Expenses · Improve Profitability Equity Awards: · Align NEO Compensation with Shareholder Value | ||
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 | Key Performance Measures: · Private Education Loan Gross Defaults · “Core Basis” EPS | ||
Grow Non-Education Fee Revenue | Fee revenue from our non-education businesses increased 21% from 2016 | Key Performance Measure: · Revenue From Growth Businesses · Fee Income | ||
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 | Key Performance Measures: · Net Student Loan Cash Flows · Pursue Opportunistic Loan Portfolio Acquisitions | ||
Successfully Manage Our Liquidity Needs | Issued $5.7 billion in FFELP loan asset-backed securities or “ABS”, $662 million in private education loan ABS and $1.6 billion in unsecured debt Retired or repurchased $1.5 billion of senior secured debt | Key Performance Measures: · “Core Basis” EPS Equity Awards: · Align NEO Compensation with Shareholder Value |
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 | % |
Year | Base Salary ($) | Annual Incentive Compensation ($) | PSUs ($) | RSUs ($) | Stock Options ($) | Total ($) | |||||||||||||||||||
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 |
• | Align Compensation with Shareholder Interests. For 2017, 84% of the total direct compensation opportunity provided to our CEO was at-risk and aligned with shareholder value, including incentive awards that are dependent upon the attainment of specific performance objectives, the value of Navient’s Common Stock or both. This feature of our executive compensation program is highlighted in the charts below. |
• | Pay for Performance. As illustrated above, more than 50% of the total compensation paid to our NEOs is delivered through annual incentives and PSUs that are earned based on achievement of enterprise-wide goals that impact shareholder value. |
• | 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 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 our success. |
Company | Total Assets(1) | Net Income(2) | Market Cap(1) | |||||||||
Customer Account Management | ||||||||||||
Alliance Data Systems Corporation | $ | 30,685 | $ | 789 | $ | 14,004 | ||||||
Automatic Data Processing, Inc. (3) | 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 | |||||||||
Paychex, Inc. (4) | 7,685 | 817 | 24,453 | |||||||||
Wordplay, Inc. (5) | 8,667 | 130 | 11,955 | |||||||||
25th Percentile | 8,949 | 460 | 12,980 | |||||||||
Median | 30,685 | 789 | 15,952 | |||||||||
75th Percentile | 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 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, 2017. |
(3) | Automatic Data Processing’s most recent fiscal year end is June 30, 2017. Market capitalization reflects common shares outstanding at December 31, 2017, multiplied by the per share closing price of the company’s common stock on December 29, 2017, the last trading date of the year. |
(4) | Paychex’s most recent fiscal year end is May 31, 2017. Market capitalization reflects common shares outstanding at November 30, 2017, multiplied by the per share closing price of the company’s common stock on December 29, 2017, the last trading date of the year. |
(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. |
Compensation 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 three-year performance, 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 2017, total long-term incentive value was provided 50% in PSUs, 30% in RSUs, and 20% in stock options. |
Navient NEOs | 2016 Base Salary | 2017 Base Salary | ||||||
Mr. Remondi | $ | 1,000,000 | $ | 1,000,000 | ||||
Mr. Lown* | — | 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 |
2017 Performance Metric | Weight | Below Performance Threshold (Payout Factor = 0%) | Performance Threshold (Payout Factor = 50%) | Performance Target (Payout Factor = 100%) | Performance Maximum (Payout Factor= 150%) | |||||||||
Earnings Per Share on a “Core Earnings” Basis (1) | 40 | % | <$1.67 | $ | 1.67 | $ | 1.82 | >= $2.01 | ||||||
Revenue from Growth Businesses (millions) (2) | 25 | % | <$206 | $ | 206 | $ | 240 | >= $262 | ||||||
Private Education Loan Gross Defaults (millions) (3) | 20 | % | >$579 | $ | 579 | $ | 546 | <= $520 | ||||||
Fee Income (millions) | 15 | % | <$685 | $ | 685 | $ | 725 | >= $755 |
(1) | Excludes any regulatory remediation charges. |
(2) | 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. |
2017 Performance Metric (i) | Performance Target (ii) | 2017 Actual Performance (iii) | Payout Factor (iv) | Weighting (v) | Performance Score (vi) | |||||||||||||||
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 | % |
Navient NEOs | Target % of Base Salary | 2017 Target Incentive Amount ($) | Overall Performance Score | 2017 MIP Incentive Award Amount ($) | ||||||||||||
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 |
Navient NEOs | Performance Stock Units(1) (#) | Restricted Stock Units(2) (#) | Stock Options(3) (#) | Total Award Value(4) ($) | ||||||||||||
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 6, 2017, with the target number of PSUs equal to 50% of the 2017 long-term incentive award amount approved by the Compensation Committee divided by the closing price of Navient Common Stock on the grant |
(2) | This column represents the RSUs granted to each of the NEOs on February 6, 2017, with the number of RSUs equal to 30% of the 2017 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. |
(3) | This column represents the stock options granted to each of the NEOs on February 6, 2017, with the number of stock options determined using 20% of the 2017 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. |
Performance Metric | Weight | Percentage of PSUs Vesting (1) | |||
0% | 50% | 100% | 150% | ||
Net Student Loan Cash Flows (2) | 50% | Less than $6.75 billion | $6.75 billion | $7.85 billion | $9.25 billion or greater |
Cumulative Revenue from Growth Businesses (3) | 30% | Less than $770 million | $770 million | $995 million | $1.27 billion 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 |
(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 2017, 2018 and 2019, including student loan cash flows realized from new acquisitions, but excluding the impact of cash flows for fiscal years beyond 2019 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 2017-19 from non-federal-loan-related businesses, including revenue from private credit refinance loans. |
• | Chief Executive Officer — Lesser of 1 million shares or $5 million in value |
• | Executive Vice President — Lesser of 200,000 shares or $1 million in value |
• | Senior Vice President — Lesser of 70,000 shares or $350,000 in value |
NAME AND PRINCIPAL POSITION(1) | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(4) ($) | ALL OTHER COMPENSATION(5) ($) | TOTAL ($) | |||||||||||||||||||||||
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, 2017. Mr. Chivavibul served as Chief Financial Officer of Navient until March 27, 2017, when Mr. Lown 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 Officer on March 27, 2017, and he continued in that role until his 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 2015. Mr. Hynes served as the Company’s Chief Risk & Compliance Officer until June 19, 2017, when he assumed his current role overseeing the Company’s new consumer lending division. |
(2) | Amounts shown are the grant date fair values of the various awards granted during 2015, 2016 and 2017 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. |
(3) | Annual incentive awards were paid to NEOs under the Management Incentive Plan in cash. |
(4) | Navient’s non-qualified deferred compensation plan does not provide for above-market or preferential earnings on compensation deferred under the plan. |
(5) | For 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 ($) | ||||||||||||
Remondi | 6,692 | 1,118 | 4,450 | 12,260 | ||||||||||||
Lown | 0 | 0 | 3,000 | 3,000 | ||||||||||||
Chivavibul | 38,499 | 0 | 0 | 38,499 | ||||||||||||
Kane | 38,500 | 0 | 1,827 | 40,327 | ||||||||||||
Whorley | 13,499 | 0 | 0 | 13,499 | ||||||||||||
Hynes | 13,500 | 0 | 0 | 13,500 | ||||||||||||
Heleen | 13,500 | 0 | 5,998 | 19,498 |
(A) | Amounts credited to Navient’s tax-qualified defined contribution plan and non-qualified deferred compensation plan. |
(B) | Automobile allowance benefit calculated based on the annual lease method. |
(C) | Senior executives, including our NEOs, were eligible to receive an annual executive physical examination in 2017. Messrs. Chivavibul, Whorley, and Hynes did not utilize this allowance in 2017. The executive physical program was eliminated effective January 1, 2018. |
NAME | GRANT DATE | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(3) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(4) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SHARE) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(5) ($) | ||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||
Remondi | Management Incentive Plan | - | 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 | Management Incentive Plan | - | 600,000 | 900,000 | |||||||||||||||||||||||||||||||||||||
3/27/2017 | 71,428 | 999,992 | |||||||||||||||||||||||||||||||||||||||
Chivavibul | Management Incentive Plan | - | 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 | Management Incentive Plan | - | 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 | Management Incentive Plan | - | 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 | Management Incentive Plan | - | 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 | Management Incentive Plan | - | 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 |
(1) | Represents the possible total payouts for each Navient Named Executive Officer (“NEO”) under the Navient 2017 Management Incentive Plan (“MIP”). The actual amounts earned under the 2017 MIP and paid in February 2018 are set forth below. |
Target 2017 MIP Payout ($) | Actual 2017 MIP Payout ($) | |||||||
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 6, 2017, that may vest based on various performance metrics for the three-year performance period from January 1, 2017, through December 31, 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 6, 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 6, 2018, February 6, 2019 and February 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 on February 6, 2017 to NEOs have vested or will vest in one-third increments on February 6, 2018, February 6, 2019 and February 6, 2020. |
(5) | Amounts disclosed for awards granted in 2017 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. |
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 | - | - | - | - | |||||||||||||||||||||||||
2/7/2013 | 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 | 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) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (5) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED(4)(5) ($) | ||||||||||||||||||||||||
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. Immediately 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) has 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, 2017. |
(2) | 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 vested 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 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 vested and 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 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 $13.32 for Navient Common Stock on December 29, 2017. |
(5) | Performance stock units (“PSUs”) granted in 2015 were set to vest after a three-year performance period (2015-2017), with the potential payout ranging from 0% to 130% of the target award based on the Company’s “cumulative core net income” for such performance period combined with an additional vesting modifier based on “strategic growth cumulative core net income” that can increase or decrease the payout by an additional 20%. The number of units and payout value reported is based on achieving threshold performance goals. Because the Company failed to meet the threshold performance level established for these PSUs, the awards were forfeited, resulting in no payout to our NEOs. |
Option Awards | Stock Awards | |||||||||||||||
NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (1) (#) | VALUE REALIZED ON EXERCISE (2) ($) | NUMBER OF SHARES ACQUIRED ON VESTING (3) (#) | VALUE REALIZED ON VESTING (4) ($) | ||||||||||||
Remondi | 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 |
(1) | Mr. Remondi exercised 173,210 net-settled stock options on January 30, 2017, with a strike price of $10.2558 and a market price of $15.05, and received 35,760 net shares. Mr. Kane exercised 54,579 net-settled stock options on September 26, 2017, with a strike price of $11.4873 and a market price of $15.00, and received 6,415 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 $15.44, and received 10,575 net shares. |
(2) | The value realized upon exercise is the number of net-settled stock options exercised multiplied by the difference between the market price of Navient Common Stock at exercise and the strike price on the net-settled options. |
(3) | Represents shares acquired upon the vesting of restricted stock units (“RSUs”), the associated dividend equivalent units (“DEUs”) and any fractional share settlement. PSUs granted to our executive team in early 2015 were designed to vest at the end of 2017, with a potential payout ranging from 0% to 130% of the target award, based on the Company’s “cumulative core net income” over a three-year performance period. Because the Company failed to meet the threshold performance level established for these PSUs, the awards were forfeited, resulting in no payout to our executive team. |
(4) | The value realized on vesting is the number of shares vested multiplied by the closing market price of Navient Common Stock on the vesting date. |
NAME | EXECUTIVE CONTRIBUTIONS IN 2017 ($) | REGISTRANT CONTRIBUTIONS IN 2017 (1) ($) | AGGREGATE EARNINGS IN 2017 ($) | AGGREGATE WITHDRAWALS / DISTRIBUTIONS IN 2017 ($) | AGGREGATE BALANCE AT 12/31/2017 ($) | |||||||||||||||
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. |
Name | Equity Vesting(1) ($) | Cash Severance ($) | Medical Insurance / Outplacement ($) | Total ($) | ||||||||
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 | 10,663,031 | 6,611,000 | 29,281 | 17,303,312 | ||||||||||||
Lown(4) | 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 29, 2017 ($13.32). For stock options where the December 29, 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 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 $1,400,000. See footnote 11 below. |
Name | Equity Vesting(5) ($) | Cash Severance ($) | Medical Insurance / Outplacement(6) ($) | Total ($) | |||||||||||
Remondi | - | 6,611,000 | 44,281 | 6,655,281 | |||||||||||
Lown(7) | - | 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 |
(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. |
(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 Heleen include Navient’s estimated portion of the cost of health care benefits for 18 months, plus $15,000 of outplacement services. |
(7) | Includes payment of a one-time deferred signing bonus of $1,400,000. See footnote 11 below. |
Name | Equity Vesting(8) ($) | Cash Severance ($) | Medical Insurance / Outplacement ($) | Total ($) | ||||||||
Remondi | - | - | - | - | ||||||||
Lown | - | - | - | - | ||||||||
Chivavibul | - | - | - | - | ||||||||
Kane | - | - | - | - | ||||||||
Whorley | - | - | - | - | ||||||||
Hynes | - | - | - | - | ||||||||
Heleen | - | - | - | - |
(8) | Vested and unvested equity awards are forfeited upon Termination for Cause (as defined in the Navient Corporation 2014 Omnibus Incentive Plan, as amended and restated). |
Name | Equity Vesting(9) ($) | Cash Severance ($) | Medical Insurance / Outplacement ($) | Total ($) | ||||||||
Remondi | - | - | - | - | ||||||||
Lown | - | - | - | - | ||||||||
Chivavibul | - | - | - | - | ||||||||
Kane | - | - | - | - | ||||||||
Whorley | - | - | - | - | ||||||||
Hynes | - | - | - | - | ||||||||
Heleen | - | - | - | - |
(9) | As of December 31, 2017, Messrs. Remondi and Chivavibul were eligible for retirement vesting of their outstanding equity awards. Outstanding equity awards generally continue to vest pursuant to the vesting schedule set forth in each applicable award agreement as if the NEO remains employed by Navient through the pre-established vesting date, provided that the NEO satisfies certain age and/or service conditions set forth in each company’s retirement policy. For equity awards originally granted by Former SLM prior to 2013, the award recipient must be age 60 or older upon retirement, or the award recipient must have attained a combination of age and years of service totaling at least 70 years, to be eligible for retirement vesting. For equity awards originally granted by Former SLM in 2013 or 2014, and for all Navient equity awards, the award recipient must be age 65 or older upon retirement, or the award recipient must have attained a combination of age and years of service totaling at least 75 years, to be eligible for retirement vesting. Service with both Former SLM and Navient is counted for these purposes. |
Name | Equity Vesting(10) ($) | Cash Severance ($) | Medical Insurance / Outplacement ($) | Total ($) | ||||||||||||
Remondi | 10,663,031 | - | - | 10,663,031 | ||||||||||||
Lown(11) | 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 |
(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 29, 2017 ($13.32). For stock options where the December 29, 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 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. |
2018 Proxy Statement | 72 |
NAVIENT CORPORATION
ATTN: CORPORATE SECRETARY
123 JUSTISON STREET
WILMINGTON, DE 19801
VOTE BY INTERNET - www.proxyvote.com
Use 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 MATERIALS
If 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 - 1-800-690-6903
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 then follow the instructions.
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.
NAVIENT CORPORATION | ||||||||||||||||||
The Board of Directors recommends you vote FOR the following proposals: | ||||||||||||||||||
1. | Election of Directors | |||||||||||||||||
Nominees: | For | 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 2018. | ☐ | ☐ | ☐ | |||||||||
1c. | Katherine A. Lehman | ☐ | ☐ | ☐ | ||||||||||||||
1d. | Linda A. Mills | ☐ | ☐ | ☐ | 3. | Non-binding advisory vote to approve named executive officer compensation. | ☐ | ☐ | ☐ | |||||||||
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. | ☐ | ☐ | ||||||||||||||||
Yes | 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. | ||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
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
IN THE ENCLOSED ENVELOPE.
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.
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: | |||
(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)