SEC Form DEF 14A filed by Navient Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

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13865 Sunrise Valley Drive 

Herndon, Virginia 20171

April 17, 2025

Dear Fellow Shareholders:

Please join us for Navient Corporation’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held virtually on Thursday, June 5, at 8:00 a.m., Eastern Daylight Time. Read on for instructions on how to participate in the Annual Meeting.

We remain focused on meeting the needs of our customers, while at the same time carrying out strategic actions that we believe will establish a foundation for future success.

Over the past 15 months, we have achieved several important milestones on the three strategic actions we announced in January 2024 to simplify our company, reduce our expense base, and enhance our flexibility by:

Over the longer-term, we believe these actions will increase the value shareholders derive from our loan portfolios and the returns we can achieve on business-building investments. We look forward to sharing future updates.

At our Annual Meeting, we will consider the matters described in this proxy statement. You will be able to attend the Annual Meeting, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NAVI2025. Additional information regarding attending the Annual Meeting, voting your shares and submitting questions can be found in the proxy statement accompanying this Notice of Annual Meeting.

The Notice of Annual Meeting sets forth the proposals that will be presented at the Annual Meeting, which are described in more detail in the proxy statement. Our board of directors recommends that you vote “FOR” each of the director nominees and “FOR” Proposals 2 and 3, as set forth in the proxy statement. Only shareholders who own shares of our common stock as of the close of business on April 7, 2025, the record date, are entitled to receive notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

This document contains important information about our company and the proposals that will be presented at the Annual Meeting, and we urge you to read it carefully. Your vote is important, and we strongly encourage you to vote your shares using one of the voting methods described in the proxy statement.

Our proxy materials are available to you electronically. We hope that this continues to offer you a convenient way to review the materials while allowing us to reduce our environmental footprint and expense.

David Yowan President and Chief Executive Officer	Linda A. Mills Chair of the Board of Directors

13865 Sunrise Valley Drive 

Herndon, Virginia 20171

April 17, 2025

__________________________

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS OF

NAVIENT CORPORATION

__________________________

Navient Corporation (“Navient” or the “Company”) will hold its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) as follows:

Items of Business:

Record Date:

Only shareholders of record as of the close of business on April 7, 2025 are entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof.

Your participation in the Annual Meeting is important regardless of the number of shares you own. We encourage you to vote your shares prior to the Annual Meeting regardless of whether you intend to attend. You can vote by telephone, Internet or, if you request that proxy materials be mailed to you, by completing and signing the proxy card enclosed with those materials and returning it in the envelope provided. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a broker, bank, trustee or other nominee, you will receive instructions from the broker, bank, trustee or other nominee that you must follow for your shares to be voted.

No Incorporation By Reference

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Table of Contents

Proxy Summary

This summary is intended as an overview of the information found elsewhere in this proxy statement. Because this is only a summary, you should read the entire proxy statement before voting. This proxy statement is being sent or made available, as applicable, to our shareholders beginning on or about April 17, 2025.

Annual Meeting of Shareholders

Meeting Agenda Voting Matters

This year, there are three Company-sponsored proposals on the agenda.

Election of a director nominee pursuant to Proposal 1 will require the affirmative vote of the holders of a majority of the votes cast with respect to that director nominee’s election, meaning that the number of votes cast for such director nominee’s election must exceed the number of votes cast against that nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against the nominee’s election).

Approval of Proposals 2 and 3 at the Annual Meeting will require an affirmative vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter.

Navient encourages shareholders to vote in advance of the Annual Meeting, even if you plan to attend the Annual Meeting. You may vote in one of the following ways:

VOTE BY INTERNET BEFORE 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 June 4, 2025. Please have your Notice of Internet Availability of Proxy Materials or proxy card available when you log on.		If you hold shares directly in your name as a shareholder of record, you may either vote 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
VOTE BY PHONE		Call the toll-free number (1-800-690-6903). 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 of Proxy Materials 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 June 4, 2025.
VOTE BY MAIL		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 June 4, 2025.
VOTE BY INTERNET DURING THE MEETING		Go to www.virtualshareholdermeeting.com/NAVI2025   Votes must be submitted by the close of polls during the Annual Meeting.

Board and Governance Practices

Corporate Governance Highlights

We believe our corporate governance policies reflect best practices. In addition to executive compensation practices that strongly link pay and performance, Navient’s Code of Business Conduct, Board Governance Guidelines and other governance policies help to ensure that we meet high standards of ethical behavior, corporate governance and business conduct. The following chart highlights key Board information and governance practices in place on December 31, 2024.

Effective as of June 5, 2025, the Board has approved the reduction of the size of the Board from eight directors to seven directors.

Board of Directors Composition

The composition of our Board reflects a breadth and variety of skills, business experiences and backgrounds.

The following table highlights each director’s specific skills, knowledge and experiences that such director brings to the Board. A particular director may possess additional skills, knowledge or experience even though they are not indicated below.

For more information about our governance programs and our Board, see Proposal 1 beginning on page 11.

Director Nominees

Additional information about our director nominees, including summaries of their business and leadership experience, skills and qualifications, can be found in the director biographies that begin on page 12 of this proxy statement.

General Information

Navient Corporation (“Navient,” the “Company,” “we,” “our” or “us”) is furnishing this proxy statement to solicit proxies on behalf of our Board of Directors (the “Board of Directors” or “Board”) for use at our 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be a virtual meeting conducted solely via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically, and submit questions during the meeting by visiting a special website established for this purpose: www.virtualshareholdermeeting.com/NAVI2025. You will not be able to attend the Annual Meeting in person. A copy of the Notice of 2025 Annual Meeting of Shareholders accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our shareholders beginning on or about April 17, 2025.

Questions and Answers about the Annual Meeting and Voting

The Annual Meeting will again be held as a virtual meeting conducted solely via live webcast. The Board continues to believe that holding a virtual only meeting is the best practice as it allows us to reach the broadest number of shareholders. Over the past few years, the Company has experienced more shareholders attending its virtual annual meetings than it historically had for its in-person shareholder meetings.

Only shareholders who owned shares of Navient’s common stock, par value $0.01 per share (“Common Stock”), at the close of business on April 7, 2025, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Navient’s Common Stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “NAVI.” On April 7, 2025, 101,150,217 shares of Common Stock were outstanding. Each share of Common Stock is entitled to one vote with respect to each matter on which holders of Common Stock are entitled to vote.

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NAVI2025 and enter the sixteen-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card. The live webcast will begin at 8:00 a.m., Eastern Daylight Time on Thursday, June 5, 2025. We encourage you to access the virtual meeting platform at least 15 minutes prior to the start time.

We believe the virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. Further instructions on how to attend and participate in the Annual Meeting will be posted on the virtual meeting website.

We will have technicians ready to assist you with any technical difficulties you may have in accessing the virtual meeting. Technical support will be available on the virtual meeting platform beginning at 7:00 a.m., Eastern Daylight Time on the day of the Annual Meeting and will remain available until thirty minutes after the Annual Meeting has finished.

Navient furnishes proxy materials to its shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save money and reduce our environmental impact. On or about April 17, 2025, Navient will mail a Notice of Internet Availability of Proxy Materials to certain of the Company’s shareholders. The Notice of Internet Availability of Proxy Materials contains instructions on how to access Navient’s proxy materials and vote online or vote by telephone. It also contains a sixteen-digit control number that you will need to vote your shares. If you previously chose to receive Navient’s proxy materials electronically, you will continue to receive access to these materials via an e-mail that provides electronic links to these documents unless you elect otherwise.

You may request paper copies of the proxy materials for the Annual Meeting by following the instructions included on your Notice of Internet Availability of Proxy Materials or listed at www.proxyvote.com, by telephoning 1-800-579-1639, or by sending an e-mail to [email protected].

If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares. Without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals for which they have discretionary voting authority. The only matter being considered at the Annual Meeting for which your broker, bank, trustee or other nominee may exercise discretionary voting authority is Proposal 2 (relating to the ratification of the independent registered public accounting firm). Your broker, bank, trustee or other nominee does not have discretionary authority to vote your shares on Proposals 1 and 3. Therefore, for Proposals 1 and 3, your shares will not be voted without your specific voting instructions. We encourage you to vote your shares.

If your shares are registered directly in your name with Navient’s transfer agent, Computershare, you are considered to be a shareholder of record with respect to those shares. As a shareholder of record, you have the right to grant your voting proxy directly to Navient’s Board or to a third party, or to vote at the Annual Meeting.

You may instruct your broker, bank, trustee or other nominee on how to vote your shares using any of the methods described above. If you do not provide them with instructions on how to vote your shares prior to the Annual Meeting, they will have discretionary authority to vote your shares only with respect to Proposal 2. If you do not give your instructions on how to vote your shares on Proposals 1 or 3, your shares will then be referred to as “broker non-votes” and will not be counted in determining whether Proposals 1 or 3 are approved. Please participate in the election of directors and vote on all the proposals by returning your voting instructions to your broker, bank, trustee or other nominee.

If you participate in the Navient 401(k) Savings Plan, you may vote the number of shares equivalent to your interest in the plan’s company stock fund, if any, as credited to your account on the record date. You will need to instruct the Navient 401(k) Savings Plan trustee by telephone, internet or by mail on how to vote your shares. Voting instructions must be received no later than 5:00 p.m., Eastern Daylight Time, on June 4, 2025. If you own shares through the Navient 401(k) Savings Plan and do not provide voting instructions with respect to your plan shares, the trustee will vote your plan shares on each proposal in the same proportion as other plan shares are being voted.

Navient’s Board is requesting your proxy. Giving your proxy means that you authorize the persons named as proxies therein to vote your shares at the Annual Meeting in the manner you specify in your proxy (or to exercise their discretion as described herein). If you hold your shares as a record holder and sign and return a proxy card but do not specify how to vote on a proposal, the persons named as proxies will vote your shares in accordance with the Board’s recommendations. The Board has recommended that shareholders vote:

Giving your proxy also means that you authorize the persons named as proxies to vote on any other matter properly presented at the Annual Meeting in the manner they determine is appropriate. Navient does not know of any other matters to be presented at the Annual Meeting as of the date of this proxy statement.

Yes. If you hold your shares as a record holder, you may revoke your proxy or change your vote at any time prior to the final tallying of votes by:

If your shares are held in street name, you need to contact your broker, bank, trustee or nominee for instructions on how to revoke or change your voting instructions.

A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum will exist when the holders of a majority of the shares of Common Stock entitled to vote are deemed present or represented by proxy. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum at the Annual Meeting. Abstentions and broker non-votes will be counted in determining whether a quorum exists.

The following table provides a summary of the voting criteria for the Board’s voting recommendations for the matters on the agenda for the Annual Meeting:

Votes will be tabulated by an independent inspector of elections.

Only shareholders as of the record date, April 7, 2025, or their duly appointed proxies, may attend. No guests will be allowed to attend the Annual Meeting.

Overview of Proposals

This proxy statement contains three proposals requiring shareholder action, each of which is discussed in more detail below.

Proposal 1 - Election of Directors

Under Navient’s Third Amended and Restated Bylaws (“Bylaws”), the Board has the authority to determine the size of the Board and to fill any vacancies that may arise prior to the next annual shareholder meeting. The Board is currently comprised of 8 directors.

On April 3, 2025, the Company’s Nominations and Governance Committee recommended, and the Board nominated, the following 7 incumbent directors for election at the Annual Meeting:

Frederick Arnold

Edward J. Bramson

Anna Escobedo Cabral

Larry A. Klane

Michael A. Lawson

Jane J. Thompson

David L. Yowan

In addition to fulfilling the general criteria for director nominees described in the section of this proxy statement titled “Nominations Process,” each nominee possesses experience, skills, attributes and other qualifications that the Board has determined support its oversight of Navient’s business, operations and structure. These qualifications are discussed beginning on the next page along with biographical information regarding each member of the Board being nominated, including each individual’s age, principal occupation and business experience during the past five years. Information concerning each director is based in part on information received from them and in part from Navient’s records.

All nominees listed above have consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, an event that the Board does not now expect, the Board may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote those shares for a reduced number of nominees. If the Board designates a substitute nominee, persons named as proxies will vote “FOR” that substitute nominee.

Navient’s Bylaws generally provide that the election of a director nominee will be by a majority of the votes cast. Accordingly, a director nominee will be elected to the Board if the number of shares voted “FOR” the nominee’s election exceeds the number of votes cast “AGAINST” the nominee’s election. Abstentions and broker non-votes have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum.

If any director nominee fails to receive a majority of the votes cast “FOR” in an uncontested election, that nominee has agreed to automatically tender his or her resignation upon certification of the election results. If such an event were to occur, Navient’s Nominations and Governance Committee will make a recommendation to the Board as to whether any special circumstances exist which would warrant such director continuing to serve on the Board for an extended period of time. The Board will act on the recommendation of the Nominations and Governance Committee and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the election results.

Agreements with the Sherborne Group

On April 14, 2022, the Company entered into a Nomination and Cooperation Agreement (as amended by Amendment No. 1 to Nomination and Cooperation Agreement, dated as of December 14, 2023, and Amendment No. 2 to Nomination and Cooperation Agreement, dated as of December 20, 2024, the “Agreement”), by and among the Company and Sherborne Investors Management LP, Newbury Investors LLC and Edward J. Bramson (collectively, the “Sherborne Group”). The Agreement included various terms, conditions and provisions, including those pursuant to which Mr. Bramson was nominated and elected as a member of the Board and other terms applicable during the “Covered Period.” The Covered Period ends on the date that is twenty (20) business days following the date Mr. Bramson ceases to be a member of the Board. Therefore, assuming Mr. Bramson is reelected to the Board, the terms and conditions contained in the Agreement will continue to be in effect. Mr. Bramson, while serving as a member of the Board, is required to (i) meet all applicable director independence and other requirements of the Company, of stock exchange listing standards and of the SEC and related securities laws and regulations, (ii) be qualified to serve as a director under the Delaware General Corporation Law and (iii) comply with Company policies, guidelines and codes of conduct applicable to non-management directors.

If the Sherborne Group (which holds approximately a 28.5% ownership position in the Company, as of March 4, 2025) ceases to hold at least 10.0% of the Company’s Common Stock, the Agreement requires Mr. Bramson to offer his resignation from the Board. Such offer of resignation would also be required in certain other circumstances set forth in the Agreement.

Under the Agreement, the Sherborne Group is subject to various restrictions, including, among other things, limitations on proposing or engaging in certain extraordinary transactions and other matters involving the Company and prohibitions on the Sherborne Group acquiring more than 20.0% of the Company’s outstanding shares other than as a result of share repurchases undertaken by the Company. The Agreement also prohibits the Sherborne Group from engaging in proxy solicitations and certain other shareholder-related matters and proposals, forming groups with other investors, disposing of its shares to a third party who, to the Sherborne Group’s knowledge, would subsequently own 5.0% or more of the Company’s outstanding shares outside of open market broker sale transactions or transactions approved by the Board, engaging in short sales of Company shares, and making certain statements regarding the Company and on certain interactions with third parties and employees of the Company. The Sherborne Group has agreed to vote its shares as set forth in the Agreement, including with respect to board elections. Certain non-disparagement provisions also apply to the Company and to the Sherborne Group under the Agreement.

The foregoing description of the Agreement is qualified in its entirety by reference to the complete agreements included as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 18, 2022, Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 15, 2023, and Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 26, 2024, each incorporated herein by reference.

Corporate Governance

Role and Responsibilities of the Board of Directors

The Board believes strong corporate governance is critical to achieving Navient’s performance goals, enhancing shareholder value, and maintaining the trust and confidence of investors, employees, and other stakeholders.

The primary responsibilities of the Board are:

Board Governance Guidelines

The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed at least annually by the Nominations and Governance Committee. The Guidelines can be found on the Company’s website at https://navient.com/investors/corporate-governance, and a written copy may be obtained by contacting the Corporate Secretary at [email protected]. The Guidelines, along with Navient’s Bylaws, establish the following governance practices, among others:

The Nominations and Governance Committee routinely conducts an assessment of director skill sets in light of the Company’s present and future businesses to ensure Board effectiveness. The Chair of the Board and the Chair of the Nominations and Governance Committee also meet with each director on an annual basis to assess Board effectiveness and engage in discussions regarding Board succession planning and director recruiting. The findings from these assessments are shared with the full Board.

Board Leadership Structure

The Board has separated the roles of Chair of the Board and Chief Executive Officer, and the Board continues to believe that this structure properly balances the Board’s management and governance responsibilities. The Board also believes that its leadership structure has created an environment of open, transparent communication between the Board and management, enabling the Board to maintain an active, informed role in oversight by being able to monitor those matters that may present significant risks to Navient.

While it is the opinion of the Board that its leadership structure is appropriately balanced between promoting Navient’s strategic development with the Board’s management oversight function, in the future, when the Board contemplates either Chief Executive Officer succession or Board Chair succession, it may choose to change this governance structure.

Board Succession Planning

The Guidelines provide that no individual is eligible for nomination to the Board after the earlier to occur of (i) their 75^th birthday or, (ii) after they have served more than 15 years on the Board, except in special circumstances such as to avoid the simultaneous departure of multiple non-employee directors. The Board actively engages in succession planning and director recruiting to ensure that the size of the Board and the skills of the directors continue to align with our business strategy and the environments in which we operate. Each year, the Chair of the Board and the Chair of the Nominations and Governance Committee meet with each director to engage in discussions regarding Board evaluation. The findings from these meetings are shared with the Board for a broader discussion. The Board also discusses succession planning and director recruiting as part of the Committee and Board’s regular agenda. In recruiting new directors, the Board seeks to achieve a diversity of backgrounds, perspectives, thought and experience.

Management Succession Planning

We have succession plans and talent management programs in place for our Chief Executive Officer and for our team of senior executives. Our senior management succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership that is critical for future business success. We also look to promote a diversity of backgrounds, thoughts, perspectives, experiences, and other factors as part of the management succession planning process.

The succession plan for our Chief Executive Officer is reviewed regularly by the Compensation and Human Resources Committee and the other independent directors. The plan identifies a “readiness” level for each internal candidate and also incorporates the flexibility to define an external hire as a succession option. Formal succession planning for the rest of our senior leaders is also an ongoing process, which includes identifying a readiness level for each potential internal candidate and strategically planning for external hires for positions where gaps, if any, are identified.

Our emergency Chief Executive Officer succession plan is intended to respond to an immediate and unexpected position vacancy, including resulting from a major catastrophe. The plan allows the Company to continue safe and sound operation and minimizes potential disruption or loss of continuity to business and operations.

Director Independence

For a director to be considered independent, the Board must determine that the director does not have any relationship with the Company which, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the director’s responsibilities. The standards for determining director independence are included in the Guidelines. In addition to Delaware law requirements, the Guidelines conform to the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Nasdaq listing standards. The Guidelines can be found at https://navient.com/investors/corporate-governance and a written copy may be obtained by contacting the Corporate Secretary at [email protected].

At the end of 2024, the Board was comprised of 8 members, 7 of whom were affirmatively determined to be independent. The independent members of the Board at the end of 2024 were: Frederick Arnold; Edward Bramson; Anna Escobedo Cabral; Larry A. Klane; Michael A. Lawson; Linda A. Mills; and Jane J. Thompson. During 2024, and again in 2025, the Board determined that each of these individuals met the Nasdaq listing standards and Navient’s own director independence standards. In addition, during 2024 and again in 2025, the Board considered transactions and relationships between each director and any member of his or her immediate family on one hand, and Navient, on the other, to confirm that there were no transactions or relationships that would impair such director’s independence. Mr. Yowan, the Company’s President and CEO, was determined not to be independent among Navient’s current Board.

Each member of the Board’s Audit, Compensation and Human Resources, and Nominations and Governance Committees is independent within the meaning of the Nasdaq listing standards, Rule 10A-3 of the Exchange Act and Navient’s own director independence standards.

Board Meetings and Attendance at Annual Meeting

The full Board met 23 times in 2024. Each of our incumbent directors attended at least 92% of the total number of Board and committee meetings during his or her tenure on the Board and applicable committees, with the average attendance across all our incumbent directors being 98% in 2024. All directors attended the Company’s 2024 Annual Meeting of Shareholders.

Committee Membership

The Board has established the following standing committees to assist in its oversight responsibilities: an Audit Committee, a Compensation and Human Resources Committee, a Nominations and Governance Committee, and an Executive Committee. After the 2024 Annual Meeting of Shareholders, the Nominations and Governance Committee recommended, and the Board approved, the dissolution of the Risk Committee. The responsibilities of the Risk Committee were allocated to the Board and/or the Audit Committee, as described in further detail in this proxy statement.

Each standing committee is governed by a Board-approved written charter, which is evaluated annually, and which sets forth the respective committee’s functions and responsibilities. Membership of each of the committees is also changed as part of a regular rotation. Investors may find the current membership of the Board’s standing committees at https://www.navient.com/investors/corporate-governance/.

In 2021, as part of the Board’s regular governance practice, an 18-month work-plan was created for each of the charters of the Audit, Compensation and Human Resources, and Nominations and Governance so that the responsibilities of each committee would be addressed at appropriate times throughout the year. These work-plans were reviewed in 2024 and will also be reviewed and revised as a matter of course in 2025. Agendas for committee meetings are developed based on each committee’s work-plan together with other current matters the Chair of the Board, the committee chair or management believes should be addressed at the meeting. The chair of each committee provides regular reports to the Board regarding the subject of the committee’s meetings and any committee actions.

The following table sets forth the membership and number of meetings held for each committee of the Board during 2024. This table reflects the membership of each committee as of December 31, 2024. It is the practice of the Board to hold its regular committee meetings in conjunction with the regular meetings of the Board. Given the Audit Committee’s responsibilities relating to our financial statements and financial reporting, it is expected that the Audit Committee will meet more often than the other committees.

Chair = Committee Chair 

X = Committee Member

Audit Committee

During 2024, the Audit Committee, as set forth in its charter, assisted the Board in fulfilling its responsibilities by providing oversight relating to: (1) the integrity of Navient’s financial statements; (2) the Company’s system of internal controls; (3) the qualifications, performance and independence of Navient’s independent registered accounting firm; (4) the performance of the Company’s internal audit function; (5) risks related to Navient’s compliance, legal and regulatory matters; and (6) the review of related party transactions. The Audit Committee also oversees the Company’s Enterprise Risk Management policy, standards and program, and its asset quality and other components of the Company’s lending programs. In addition, the Audit Committee reviews the Company’s procedures for the receipt, retention and handling of confidential, anonymous complaints pertaining to accounting, internal accounting controls and auditing matters, including procedures for the periodic review of violations or waivers of compliance with the Company’s Code of Business Conduct. The Audit Committee also prepares a report for Navient’s annual proxy statement, as required by the SEC. The Board has determined that Mr. Arnold is the only member of the Audit Committee who qualifies as an audit committee financial expert, as that term is defined under the rules promulgated by the SEC. During 2024, no member of the Audit Committee served on the audit committee of more than three public companies.

Compensation and Human Resources Committee

Pursuant to the provisions of its charter, the primary responsibilities of the Compensation and Human Resources Committee (also referred to herein as the “Compensation Committee”) during 2024 were to: (1) approve or recommend, as appropriate, compensation, benefits and employment arrangements for Navient’s Chief Executive Officer and certain other executive officers who report to the Chief Executive Officer (collectively “Executive Management”), and the independent members of the Board; (2) review and approve compensation plans, incentive plans and benefit plans applicable to Executive Management; (3) review, approve and administer all equity-based plans of the Company; (4) supervise the administration of employee benefit plans of Navient as required by law or the plan terms or as otherwise appropriate; (5) receive periodic reports regarding the Company’s compensation programs as they relate to all employees; (6) review Navient’s management development and recommend to the Board succession plans applicable to Executive Management; (7) review and consider current and developing compensation- and human resources-related topics as appropriate, including performance management, leadership development, turnover and retention, and employee engagement; (8) review Navient’s strategy for promoting inclusion and engagement in the workplace; and (9) prepare the report of the Compensation Committee for inclusion in this proxy statement, as required. The Compensation Committee also reviews the report of management on the potential risks arising from Navient’s compensation policies and practices to determine whether such policies and practices are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee considers executive officer and director compensation on an annual basis. In January or February of each year, after consultation with the independent chair and other independent directors, as well as its independent consultant, if one has been retained, the Compensation Committee approves the compensation of the Chief Executive Officer and Executive Management. At that time, the Compensation Committee also makes a recommendation to the Board regarding director compensation. The Compensation Committee reviews executive compensation as described in the “Compensation Discussion and Analysis” section of this proxy statement. In addition, throughout the year, the Compensation Committee considers executive compensation consistent with its responsibilities, as warranted by any personnel changes.

Nominations and Governance Committee

In accordance with its charter, the Nominations and Governance Committee assists the Board in establishing appropriate standards for the governance of Navient, the operations of the Board generally, and the qualifications of directors. It recommends to the Board the director nominees for the annual meeting of shareholders; oversees the orientation of new directors and the ongoing education of the Board; recommends director assignments to the Board’s standing committees; oversees the Company’s reputational and political risks, including environment, social and governance risks; supervises the Board’s self-evaluation and succession process; and reviews and recommends changes to the Guidelines. Additionally, the Nominations and Governance Committee routinely benchmarks the Company’s governance practices against industry best practices and makes appropriate changes when necessary.

Executive Committee

Since its creation, membership of the Executive Committee has included the committee chairs, the Chief Executive Officer and the Chair of the Board. Under its charter, the Executive Committee has authority to act on behalf of the Board when the full Board is not available and oversees the allocation of risk oversight responsibilities among Board committees. In conjunction with the Audit Committee, the Executive Committee also reviews with management the Company’s quarterly earnings and press releases.

Each of the committees’ charters is available at https://www.navient.com/investors/corporate-governance. Shareholders may obtain a written copy of a committee charter by contacting the Corporate Secretary at [email protected] or Navient Corporation, 13865 Sunrise Valley Drive, Herndon, VA 20171.

Compensation Consultant and Independence

The Compensation Committee has retained Pearl Meyer as its independent compensation consultant (the “Compensation Consultant”) since 2015.

The Compensation Consultant reports directly to the Compensation Committee, and the Compensation Committee retains authority to replace the Compensation Consultant or hire additional consultants at any time. A Compensation Consultant representative participated in meetings of the Compensation Committee, met with the committee without the presence of management, as requested, and directly communicated with the Chair and members of the Compensation Committee between meetings. The Compensation Committee made all decisions regarding the compensation paid to Navient’s named executive officers in consultation with the Board.

The Compensation Consultant provided various executive compensation services to the Compensation Committee pursuant to a written consulting agreement with the Compensation Committee. Generally, these services included advising the Compensation Committee, as requested, on the principal aspects of Navient’s executive and director compensation programs, assisting in the selection of the compensation peer group, providing market information and analysis regarding the competitiveness of our compensation, reviewing Navient’s executive compensation disclosures, and informing the Committee about emerging compensation-related regulatory and industry issues.

Each year, the Compensation Committee considers the independence of the Compensation Consultant under SEC rules and Nasdaq listing standards. The Compensation Committee received a written statement of independence from the Compensation Consultant, which addressed the following factors: (1) other services provided to the Company by the Compensation Consultant; (2) fees paid by the Company as a percentage of the Compensation Consultant’s total revenues; (3) policies or procedures maintained by the Compensation Consultant designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (5) any Navient Common Stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the Compensation Consultant or the individual consultants involved in the engagement. The Compensation Committee reviewed these considerations and concluded that the work of the Compensation Consultant did not raise any conflicts of interest. For more information on the Compensation Committee and the Compensation Consultant, please see the “Compensation Discussion and Analysis” section in this proxy statement.

Compensation Committee Interlocks and Insider Participation

Ms. Thompson, Mr. Klane and Mr. Lawson were members of the Compensation Committee during the full fiscal year 2024. All members of the Compensation Committee were independent directors, and no member was an employee or former employee of Navient or its affiliates. During fiscal year 2024, none of Navient’s executive officers served on a compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the Compensation Committee.

The Board of Directors’ Role in Risk Oversight

Our Board has the ultimate responsibility for risk oversight under Navient’s Enterprise Risk Management (“ERM”) philosophy and framework. In carrying out this critical responsibility, the Board has designated the Audit Committee as having primary responsibility to assist the Board in the development, maintenance and governance of the company’s ERM policy, standards and program. Other standing committees of the Board are charged with overseeing specific enterprise risks, as described below. The Board and its standing committees are responsible for ensuring we adhere to established risk tolerances and parameters that form a cornerstone of our ERM framework.

The Board has delegated day-to-day responsibility for risk oversight to our Chief Executive Officer and senior management team, who in turn have established the following management committees to implement this directive: Enterprise Risk and Compliance Committee, Credit and Loan Loss Committee, Asset and Liability Committee, and Incentive Compensation Plan Committee. These internal management committees, described in more detail below, provide regular reports to the Board and its standing committees – either directly or through one or more senior executives. The overall risk governance structure is illustrated below:

The Nominations and Governance Committee regularly reviews the composition and membership of each standing committee of the Board and makes recommendations to the Board. Outside of the SEC and Nasdaq requirements for eligibility to serve on certain committees, such as the Audit Committee and the Compensation Committee, the Nominations and Governance Committee actively considers each committee’s responsibilities, as outlined in its charter, as well as individual director skill sets when deciding which directors will serve on specific standing committees.

Risk Appetite Framework

Navient employs a Risk Appetite Framework to identify the most significant risks that could impact our business and provides the process for evaluating and quantifying those risks. The Risk Appetite Framework defines the type and degree of risk Navient is able and willing to assume, given its business objectives, contractual and other legal requirements, and obligations to stakeholders. As noted below, our Risk Appetite Framework segments enterprise risk into nine enterprise risk domains.

Enterprise Risk Domains

Our Risk Appetite Framework segments Navient’s enterprise risks across nine enterprise risk domains: (1) Credit; (2) Market; (3) Funding and Liquidity; (4) Compliance; (5) Legal; (6) Operational; (7) Reputational and Political; (8) Governance; and (9) Strategic. These risk domains are disclosed in our Form 10-K and proxy statements filed with the SEC. As noted above, our Board has the ultimate responsibility for risk oversight for Navient’s ERM framework.

Oversight responsibility for each risk domain is assigned to the Board and/or one or more of its standing committees. These risk oversight responsibilities are spelled out in each standing committee’s charter. Investors can find the charter of each committee on our website at https://www.navient.com/investors/corporate-governance/.

The following table lists each enterprise risk domain and provides a description of the risk along with the assignment of risk oversight responsibility.

Cybersecurity Risk Oversight

The Board plays a critical role in overseeing the Company’s cybersecurity risk management. The Board receives regular briefings from the Company’s Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) on material matters related to information security such as risk assessments, risk management and results of testing and security incidents, and is notified between such updates regarding significant new cybersecurity threats or incidents. The Board also receives a formal, annual report on the effectiveness of the Company’s comprehensive corporate information security program (“CISP”) from the Company’s CIO and CISO and approves the program on an annual basis.

Our CISO is responsible for administering and managing the CISP as well as for managing, communicating, conducting and coordinating all investigations regarding information technology or related to the use or misuse of our or our vendor’s computer systems, applications, data or resources. No cybersecurity incident response activity is permitted to be executed without the consent and approval of our CISO. Our CISO provides periodic reports regarding the status of the CISP and the overall state of the Company’s security to senior management and to the Board. Further, the CISO and his information security team coordinate periodic incident response exercises and tests to help ensure an adequate incident response program is in place. Upon completion of the tests, results and any findings are reported to senior management, the Board and the Enterprise Risk and Compliance Committee. As noted above, the Enterprise Risk and Compliance Committee is an executive management-level committee to whom senior management reports and with whom senior management reviews significant risks, including risks relating to cybersecurity, receives reports on adherence to established risk parameters, provides direction on mitigation and remediation of our risks and closure of issues, and supervises our ERM program.

Data Security

We maintain a robust, multilayered compliance management system and are dedicated to helping our clients and customers keep their information secure. Recognizing the evolving threats facing all companies, we maintain the Navient CISP, which utilizes a defense-in-depth strategy to protect our resources, infrastructure, assets and most importantly, customer data and information. The overall objective of the Navient CISP is to establish effective enterprise-wide policies, standards, programs, procedures, and strategies that address the security of Navient’s computer resources, infrastructure, data and information assets. The CISP includes administrative, technical and physical safeguards designed to achieve certain objectives, including ensuring the security, confidentiality, integrity, and availability of information; protecting against any reasonably anticipated threats or hazards to the security or integrity of such information; protecting against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer or individual, or to Navient; providing reasonable assurance that business objectives will be achieved and security incidents will be prevented or detected, contained and corrected; and complying with legal, statutory, contractual, and internally developed requirements.

As part of the CISP, we have developed and implemented a formal security incident response program which provides clear, practical guidelines and actionable steps to respond to cybersecurity incidents. The security incident response program provides a framework which is comprised of different phases and overarching functions, representing the key activities to prepare for and respond to a security incident. Additionally, a cross-functional incident response team is utilized to ensure that appropriate staff, resources and expertise are available at all times to provide a coordinated response to any incident or event that may threaten our computer systems, information resources or data. In the event of a suspected or confirmed security incident, our CISO is responsible for coordinating with internal departments, including risk, compliance and legal, and other senior management as appropriate as well as outside vendors and advisors. Incident response exercises and tests are conducted periodically to help ensure an adequate incident response program is in place. Upon completion of the tests, results are documented and evaluated and reported to senior management and to the Board, as appropriate. Any notable deficiencies or findings resulting from the tests are entered into our open issues tracking system, to be tracked for follow-up and/or remediation, as applicable.

Risk Assessment of Compensation Policies

Navient maintains an internal Incentive Compensation Plan Committee (the “ICP Committee”) that conducts an annual risk review and assessment of the various incentive compensation plans covering our employees, including our named executive officers, to ensure that our employees are not incentivized to take inappropriate risks which could impact our financial position and controls, reputation, or operations. Our Chief Risk Officer, Chief Compliance Officer, Chief Operating Officer and Chief Human Resources Officer serve on the ICP Committee, along with other senior business leaders. The ICP Committee presented its annual findings to the Compensation Committee and the Audit Committee in early 2025, and the Compensation Committee determined that the Company’s incentive compensation programs do not encourage or create unnecessary risk-taking, and that the risks arising from the programs are not reasonably likely to have a material adverse effect on the Company. The ICP Committee will continue to monitor our incentive compensation plans, as well as the plan governance structure put in place to mitigate risks associated with the plans, to ensure that our incentive compensation practices properly incentivize our employees and reflect industry best practices.

Nominations Process

As described earlier in this proxy statement, the Board actively engages in succession planning and director recruiting to ensure that the size of the Board and the skills of the directors continue to align with our business strategy and the environment in which we operate. The Nominations and Governance Committee considers director candidates recommended by shareholders and also receives suggestions for candidates from Board members or third parties. The Nominations and Governance Committee has, from time to time, engaged and may continue, in the future, to engage third-party search firms to assist in identifying director candidates.

Candidates are evaluated based on the needs of the Board and Navient at that time, given the then-current mix of Board members, their individual skills and experiences relative to the Company’s business strategy, and the Nominations and Governance Committee’s desire to bring additional skills or experiences to the Board. The Board actively seeks representation that reflects a diversity of perspectives, experience, backgrounds as well as geographic diversity. The Nominations and Governance Committee, through its charter, is charged with reviewing the composition, skills and diversity of the Board, and as part of the process, the Nominations and Governance Committee incorporates into the Board’s annual evaluation process the opportunity for each Board member to provide input regarding the current and desired composition of the Board and desired attributes of Board members. The minimum qualifications and attributes that the Nominations and Governance Committee believes a director nominee must possess include:

In addition, the Nominations and Governance Committee believes the Board collectively should encompass a mix of skills and expertise in the following areas:

The Nominations and Governance Committee considers and evaluates candidates recommended by shareholders in the same manner that it considers and evaluates all other director candidates. To recommend a candidate, shareholders should send, in writing, a notice of nomination to the Corporate Secretary at [email protected] or c/o Corporate Secretary, Navient Corporation, 13865 Sunrise Valley Drive, Herndon, VA 20171, including all of the required information noted in the Company’s Bylaws. A shareholder wishing to nominate a candidate must comply with the notice and other requirements described under “Shareholder Proposals for the 2026 Annual Meeting” in this proxy statement. In addition, shareholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for director nominees must comply with the additional requirements of Rule 14a-19, including delivery of written notice that sets forth all information required by Rule 14a-19(b) under the Exchange Act.

Proxy Access

The Company will include in its proxy statement and on its form of proxy card, the name of a director nominee submitted by an “Eligible Holder” who provides the information and satisfies the other provisions of the Company’s Bylaws. To qualify as an Eligible Holder, a shareholder or a group of no more than 20 shareholders must have continuously owned at least three percent (3%) of the outstanding shares of the Company’s Common Stock entitled to vote in the election of directors for a period of at least three years and thereafter continue to own the shares through the Company’s annual meeting. There are no proxy access board nominees for the 2025 Annual Meeting. A complete version of the Company’s Third Amended and Restated Bylaws can be found on the Corporate Governance page of the Company’s website at https://www.navient.com/investors/corporate-governance/.

Director Orientation and Continuing Education

The Nominations and Governance Committee oversees the orientation of new directors and the ongoing education of the Board. As part of Navient’s director orientation program, new directors participate in one-on-one introductory meetings with Navient business and functional leaders and are given presentations by members of senior management on Navient’s businesses, operations, strategic plans, financial statements, policies and practices. In addition, directors receive education on governance and director fiduciary duties and expectations. Directors may enroll in director continuing education programs on corporate governance and critical issues associated with a director’s service on a public company board. Navient makes an annual stipend available to each director towards the expenses of these programs. Our senior management meets regularly with the Board and meets annually to review with the Board the operating plan of the Company and each of our strategic business groups. The Board also regularly participates in full Board educational programs.

Our Commitment to Corporate Social Responsibility

We recognize the importance of corporate social responsibility considerations to our investors. Highlights of our commitment and approach to corporate social responsibility matters are described below.

Environment and Sustainability

Navient is committed to a sustainable future. We work with our business partners to make it easy for our clients to “go paperless.” Nearly 90% of student loan borrowers we serve have opted for electronic communications. Our locations have a low carbon footprint. We use energy-efficient building support systems and maintain a corporate-sponsored recycling program. We also participate in the Carbon Disclosure Project.

Our Employees, Our Customers and Our Communities

Our Employees

We are committed to creating a workplace where employees are welcomed and respected for who they are as individuals and offered meaningful work and fair compensation. We believe that our employees and workplace thrive when we are inclusive. Our employees lead and participate in various programs and initiatives that promote inclusion and the awareness of our unique and individual employee base. To attract potential employees from a variety of backgrounds and perspectives, we market open positions through numerous job boards, extensive national, state, and community-based alliances, and job banks across the country.

Our Customers

Our mission is to enhance the financial success of our clients and customers. Our products and practices help promote opportunity and success, and we have helped millions of people pursue higher education and successfully pay off their student loans. We promote responsible borrowing and offer digital tools to empower people to find grants and scholarships. Since 2014, we have refinanced more than $22 billion in student loans, enabling people to save thousands of dollars through lower interest rates. We leverage human-centered design, research insights, and customer feedback to design products and services that efficiently and effectively meet client needs.

Our Communities

We support the communities where we live and work and embrace our role in upholding human rights and in working towards a society with a focus on increasing quality education. Building on our focus to help people along the path to financial success, the Navient Community Fund supports organizations that address the root causes that limit financial success for all Americans. Through fundraising and volunteer efforts, our team gives back to our local communities and supports a variety of nonprofit organizations serving thousands of families each year. We offer up to four hours of paid time off per month to empower employees to volunteer for Navient-supported nonprofit organizations in their community. Employees have used this time to get involved in a variety of community activities such as reading books to kids, participating in blood drives, building homes, and collecting food and school supplies for families in need.

Governance

We are proud of our best-in-class governance practices – described in this proxy statement – and our leadership in board diversity. Our Board has been recognized by the Forum of Executive Women and Women’s Forum of New York, among other organizations.

Code of Business Conduct

The Company has a Code of Business Conduct that applies to directors and all employees, including the Chief Executive Officer, the Chief Financial Officer and the Principal Accounting Officer. The Code of Business Conduct is available on the Company’s corporate governance website at https://www.navient.com/investors/corporate-governance/ and a printed version is available by contacting the Office of the Corporate Secretary, 13865 Sunrise Valley Drive, Herndon, Virginia 20171. The Company intends to post amendments to, or waivers of, the Code of Business Conduct (to the extent applicable to the Company’s Chief Executive Officer, Chief Financial Officer or Principal Accounting Officer or any director) at this location on its website. There were no waivers of the Code of Business Conduct during 2024.

Policy on Review and Approval of Transactions with Related Parties

The Company has adopted a Policy on Related Party Transactions to ensure that all Interested Transactions with Related Parties, as those terms are defined in the policy, will be at arm’s length and on terms generally available to an unaffiliated third-party under the same or similar circumstances. The policy states that, except for the limited exceptions specifically stated in the policy, Interested Transactions with Related Parties that will exceed $120,000 in any calendar year must be reviewed by the Audit Committee and receive the approval of the Board prior to the Company entering into the Interested Transaction. A copy of the policy can be found on the Company’s Corporate Governance website at https://www.navient.com/investors/corporate-governance/. For additional information pertaining to related party transactions, please refer to “Certain Relationships and Related Transactions” below.

Insider Trading Policy

Navient’s Securities Trading Policy (the “Trading Policy”) governs the purchase, sale and other dispositions of the Company’s securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. The Trading Policy applies to all directors, officers and employees of the Company (including its subsidiaries), anyone who lives in their household, and family members whose transactions in Navient securities are directed by (or subject to the influence or control of) any such director, officer or employee. This Trading Policy also applies to any corporation, partnership, trust or other legal entity controlled by a director, officer or employee of the Company and any contractors or consultants who may have access to material non-public information concerning Navient.

Anti-Hedging and Pledging Policy

Navient’s Trading Policy prohibits directors and officers (as defined by Rule 16a-1(f) of the Exchange Act and referred to as “Section 16 Officers”) and certain other Navient employees from (i) participating in short sales and derivative or speculative transactions involving Navient securities, (ii) holding Navient securities in a margin account, or (iii) pledging Navient securities as collateral for a loan or otherwise. Additionally, no director, Section 16 Officer or any other officer of the Company who is subject to the Company’s Stock Ownership Guidelines is permitted to enter into derivative or speculative transactions involving Navient securities (including prepaid variable forward contracts, equity swaps, collars, credit default swaps and exchange funds) that are designed to hedge or offset any decrease in the market value of Navient securities. All directors and named executive officers were in compliance with this policy throughout 2024 and remain in compliance as of the date of this proxy statement.

Rule 10b5-1 Trading Plans

The Trading Policy also governs the circumstances under which Navient directors and Section 16 Officers may enter into trading plans pursuant to SEC Rule 10b5-1. Rule 10b5-1 trading plans are pre-established trading plans for sales of our Common Stock. We believe our Rule 10b5-1 policy is effective in ensuring compliance with legal requirements. Under the policy:

The Company reviews the Trading Policy and related disclosures regularly to ensure ongoing compliance with SEC regulations and to update the Trading Policy, as needed. The foregoing summary of the Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Navient Securities Trading Policy, a copy of which can be found as an exhibit to our 2024 Annual Report.

Shareholder Engagement

Shareholder engagement is a key component in our business planning processes, as it furthers shareholder understanding of our performance while allowing senior management to understand and consider shareholders’ interests in our business strategy. The Company is committed to strong corporate governance and recognizes the importance of engaging with and listening to our shareholders. The Company continued its long-standing practice of engaging proactively and routinely with shareholders in 2024. We have a large percentage of shareholders who take a passive investment approach and are not considered to be active shareholders. These include index funds and other hedge funds that are passive shareholders. In 2024, we held over 200 meetings with investors across over 150 events and met with holders representing over 80% of shares held by our active investors (which includes 100% of the active shareholders within our top 10 shareholders, as of the beginning of 2024). In addition to our regular and continuing meetings with shareholders and investors, whether individually or at organized events, we engaged with shareholders throughout the year on matters pertaining to the Company’s performance, strategies, and governance.

In addition, in the first quarter of 2024, following the Company’s fourth quarter 2023 earnings call and presentation of the Company’s strategic actions on January 31, 2024, the Company’s CEO, CFO, Vice Chair of the Board of Directors and Head of Investor Relations met with more than 55 of our existing and prospective investors to discuss our strategic actions.

Communications with the Board of Directors

Any interested person may communicate with any of our directors, our Board as a group or our non-employee directors as a group through the Corporate Secretary by writing to the Office of the Corporate Secretary, 13865 Sunrise Valley Drive, Herndon, Virginia 20171. The Corporate Secretary will forward correspondence to the director or directors to whom it is addressed, except for job inquiries, surveys, business solicitations or advertisements and other inappropriate material. The Corporate Secretary may forward certain correspondence elsewhere within our Company for review and possible response.

Director Compensation

Our director compensation program is designed to reasonably compensate our non-employee directors for work required for a company of our size, complexity and risk, and to align the interests of our directors with those of our shareholders. The Compensation Committee reviews the compensation of our non-employee directors on an annual basis and makes recommendations to the Board. The material elements of our director compensation program are described below.

Director Compensation Elements

The following table highlights the material elements of our 2024 director compensation program:

Annual cash retainers are paid in four quarterly installments, three of which are paid on or around February 1^st, August 1^st and November 1^st. The second quarter installment is paid on or about the date of our annual meeting. Annual equity awards typically are granted in early February each year in the form of restricted stock.

Restricted stock granted to our non-employee directors is structured to vest in quarterly increments beginning on the grant date, provided the director remains on the Board through each vesting date (with immediate vesting, if earlier, upon death, disability, or a change in control). The quarterly vesting dates generally align with the quarterly payment dates for cash retainers.

We also reimburse each non-employee director for any out-of-pocket expenses incurred in connection with their service as a director. As described below, our non-employee directors may elect to defer all or a portion of their annual compensation under the Navient Corporation Deferred Compensation Plan for Directors.

Committee chairs and members of the Executive Committee are not eligible for the additional cash retainer payable to non-chair committee members. Non-employee directors who serve on more than one standing committee in a non-chair capacity will receive the additional cash retainer for service on each such committee.

Share Ownership Guidelines

We maintain share ownership guidelines for our non-employee directors. Under these share ownership guidelines, each director is expected, within five years of his or her initial election to the Board, to own Navient Common Stock with a value equivalent to at least four times his or her annual cash retainer. In November 2021, the Board increased the minimum ownership amount from $400,000 to $500,000 to better align with industry-leading practices. The following shares and share units count towards the ownership guidelines: shares held in brokerage accounts; notional shares credited to deferred compensation accounts; and restricted stock and restricted stock units (“RSUs”) that vest solely upon the passage of time. Neither the stock options nor performance shares (until vested) count towards the ownership guidelines. Non-employee directors do not receive performance shares.

All non-employee directors are in compliance with the share ownership guidelines as of the date of this proxy statement due to their share ownership amount or because the five-year period from their initial election has not ended.

Other Compensation

We provide non-employee directors with company-paid group life insurance, accidental death and disability and business travel accident insurance. We also provide current non-employee directors the opportunity to participate in the Company’s medical and dental plans. If a director elects to participate in these plans, the director pays the full cost of medical and dental coverage (which for an employee is shared by the Company and the employee). After retirement from the Board, a former non-employee director may continue medical coverage for up to 18 months under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) at his/her own expense.

Deferred Compensation Plan for Directors

Navient sponsors a deferred compensation plan for its non-employee directors. Under the Navient Corporation Deferred Compensation Plan for Directors (“Director Deferred Compensation Plan”), our non-employee directors may elect annually to defer receipt of all or a percentage of their annual cash retainer. In addition, directors may elect to receive a credit under the Director Deferred Compensation Plan in lieu of their annual equity retainer. Provided this election is made before the beginning of the year, the director’s plan account will be credited with a dollar amount equivalent to the annual equity retainer and automatically invested in a notional Company stock fund. Notional stock units remain subject to the same vesting schedule applicable to the annual equity retainer.

Deferrals of the annual cash retainer are credited with earnings based on the performance of certain investment funds selected by the participant. The plan does not pay above-market or preferential earnings on amounts deferred. Deferrals of the annual equity retainer are payable in shares of Navient Common Stock. All other deferrals are payable in cash (in a single lump sum or in installments at the election of the director) upon termination of the director’s service on the Board or after a minimum number of years (except for hardship withdrawals in limited circumstances). As noted below, Ms. Cabral, Mr. Klane, Ms. Mills, and Ms. Thompson each elected to defer all or a portion of their 2024 compensation under the Director Deferred Compensation Plan.

Director Compensation Table

The tables below present information regarding the compensation and stock awards that we have paid or granted to the non-employee directors for the year ended December 31, 2024. See the “Compensation Discussion and Analysis” section of this proxy statement for information regarding Mr. Yowan’s 2024 compensation. Mr. Yowan did not receive any additional compensation in 2024 for his services provided as a director.

All Other Director Compensation

Proposal 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm

Navient’s independent registered public accounting firm, KPMG LLP (“KPMG”), is selected by the Audit Committee. On March 4, 2025, the Audit Committee engaged KPMG as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Representatives of KPMG are expected to be present at the Annual Meeting, and they will have the opportunity to respond to appropriate questions from shareholders and to make a statement if they desire to do so.

This proposal is put before the shareholders because the Board believes it is a good corporate governance practice to ask shareholders to ratify the selection of the independent registered public accounting firm.

For ratification, this proposal requires the affirmative vote of the holders of shares of Company stock having a majority in voting power of the votes cast by the holders of all of the shares of Company stock present or represented at the Annual Meeting and voting affirmatively or negatively on this proposal. Accordingly, shares that are not voted affirmatively or negatively with respect to this proposal, including abstentions and broker non-votes, will not be relevant to the outcome. If the appointment of KPMG is not ratified, the Audit Committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement. Even if the selection of Navient’s independent registered public accounting firm is ratified, the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during 2025 if, in its discretion, it determines that such a change would be in the Company’s best interests.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS NAVIENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

Independent Registered Public Accounting Firm

Fees Paid to Independent Registered Public Accounting Firms for 2024 and 2023

Aggregate fees billed for services performed for Navient by its independent accountant, KPMG, for the fiscal years ended December 31, 2024, and 2023, are set forth below.

Audit Fees. Audit fees include fees for professional services rendered for the audits of the consolidated financial statements of Navient and statutory and subsidiary audits, issuance of comfort letters, consents, income tax provision procedures, and assistance with review of documents filed with the SEC.

Audit-Related Fees. Audit-related fees include fees for assurance and other services related to service provider compliance reports, trust servicing and administration reports, internal control reviews, and attest services that are not required by statute or regulation.

Tax Fees. Tax fees include fees for federal and state tax compliance, and tax consultation services.

Pre-approval Policies and Procedures

The Audit Committee has a policy that addresses the approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company. The policy requires that all services to be provided by the Company’s independent registered public accounting firm be pre-approved by the Audit Committee or its Chair. Each approval of the Audit Committee or the Chair of the Audit Committee must describe the services provided and set a dollar limit for the services. The Audit Committee, or its Chair, pre-approved all audit and non-audit services provided by KPMG during 2024. The Chair of the Audit Committee reports to the Audit Committee regarding services that the Chair of the Audit Committee has pre-approved between meetings of the Audit Committee. The Audit Committee also receives regular reports from management regarding the actual provision of all services by its independent registered public accounting firm. No services provided by our independent registered public accounting firm were approved by the Audit Committee pursuant to the “de minimis” exception to the pre-approval requirement set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

Report of the Audit Committee

The following report shall not be deemed incorporated by reference in any filing under the federal securities laws by virtue of any general incorporation of this proxy statement by reference and shall not otherwise be treated as filed under the federal securities laws.

The Audit Committee is responsible for monitoring our financial reporting processes and system of internal controls, supervising our internal auditors and overseeing the independence and performance of the independent auditors. In carrying out these responsibilities, the Audit Committee meets, on a regular basis, with our internal auditors and our independent auditors to review the overall scope and plans for their respective audits of our financial statements. The Audit Committee also meets privately (and in separate meetings) with members of management, our independent auditors and our internal auditors as may otherwise be needed. The Audit Committee meets with management and with the independent auditors each quarter to review and discuss the Company’s quarterly reports on Form 10-Q prior to their being filed with the SEC and annually to review and discuss the Company’s Annual Report on Form 10-K. The Committee also meets with management and our independent auditors to review and discuss the Company’s quarterly earnings prior to review by the Executive Committee and public release.

The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee are not practicing certified public accountants or professional auditors and rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm. While the Audit Committee and the Board monitor the Company’s financial record-keeping and controls, management is ultimately responsible for the Company’s financial reporting process, including its system of internal controls, disclosure control procedures and the preparation of the financial statements. The independent auditors support the financial reporting process by performing an audit of the Company’s financial statements and issuing a report thereon.

The Audit Committee has reviewed and discussed with management and Navient’s independent registered accounting firm, KPMG LLP, the Company’s audited financial statements as of and for the year ended December 31, 2024. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and Securities and Exchange Commission, including among other things, those relating to the audit of our financial statements.

The Audit Committee received, reviewed and discussed with KPMG LLP the written disclosures and letter (as required by applicable requirements of the PCAOB) regarding the independent accountant’s communications with the Audit Committee about the firm’s independence.

Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the 2024 Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission.

Audit Committee

Anna Escobedo Cabral, Chair

Frederick Arnold 

Michael A. Lawson

Ownership of Common Stock

The following table provides information, as of March 4, 2025, about each shareholder known to Navient to beneficially own more than five percent of the outstanding shares of our Common Stock, based solely on the information filed by each such shareholder on Schedules 13D or 13G with the SEC on the dates indicated in the footnotes to this table (percentages are calculated assuming continuous beneficial ownership through April 17, 2024).

Ownership of Common Stock by Directors and Executive Officers 

The following table sets forth information concerning the beneficial ownership of Navient’s Common Stock by: (i) our current directors and director nominees; (ii) the named executive officers listed in the Summary Compensation Table; and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table takes into account stock as to which the individual has or shares voting and/or investment power as well as stock that may be acquired within 60 days (such as by exercising vested stock options). Except as otherwise noted in the footnotes below, information is provided as of March 4, 2025, assuming continuous beneficial ownership through April 17, 2025. The beneficial owners listed have sole voting and investment power with respect to stock beneficially owned, except as otherwise indicated. As of March 4, 2025, there were 101,848,898 shares of our Common Stock issued, outstanding and entitled to vote.

Executive Officers

Our executive officers are appointed annually by the Board. The following sets forth biographical information concerning Navient’s current executive officers who are not directors. Biographical information for Mr. Yowan is included in Proposal 1 - Election of Directors.

Proposal 3 - Advisory Vote on Executive Compensation

Navient is asking shareholders to approve an advisory resolution (commonly referred to as a “say-on-pay” resolution) on the Company’s executive compensation as reported in this proxy statement. Navient urges shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes how the Company’s executive compensation policies and procedures operate and are designed, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation paid to our named executive officers (“NEOs”).

This proposal gives you, as a shareholder, the opportunity to express your views on our NEOs’ compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to, and objectives of, the compensation paid to our NEOs as described in this proxy statement. In accordance with Section 14A of the Exchange Act, Navient is asking shareholders to approve the following advisory resolution at the Annual Meeting:

“Resolved, that Navient’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in this proxy statement.”

The Company conducts its advisory vote on executive compensation at each annual meeting of its shareholders. At each of our last five annual meetings, beginning in 2020, our shareholders have expressed their overwhelming support for our executive compensation programs, with approval at 98.4% in 2024:

The Board believes that the Company’s 2024 executive compensation program strongly aligned pay to actual performance. Shareholders are encouraged to read the “Compensation Discussion and Analysis” section, which describes Navient’s executive compensation program in detail, including how it is designed to achieve the Company’s compensation objectives and how the Company’s performance in 2024 was reflected in the compensation of our NEOs.

For ratification, this proposal requires the affirmative vote of the holders of shares of Company stock having a majority in voting power of the votes cast by the holders of all of the shares of Company stock present or represented at the Annual Meeting and voting affirmatively or negatively on this proposal. Accordingly, shares that are not voted affirmatively or negatively with respect to this proposal, including abstentions and broker non-votes, will not be relevant to the outcome.

As an advisory vote, the “say-on-pay” resolution is not binding on Navient. The Board, however, values the opinions of our shareholders as expressed through their votes. Accordingly, the Board as well as the Compensation Committee will review and consider the results of the “say-on-pay” vote, the opinions of our shareholders, and other relevant factors in making future decisions regarding our executive compensation program.

Board Recommendation

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED PURSUANT TO ITEM 402 OF REGULATION S-K, INCLUDING IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE RELATED COMPENSATION TABLES AND NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT.

Executive Compensation

Compensation and Human Resources Committee Report

The following report shall not be deemed incorporated by reference in any filing under the federal securities laws by virtue of any general incorporation of this proxy statement by reference and shall not otherwise be treated as filed under the federal securities laws.

The Compensation and Human Resources Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management, and based on its review and discussions with management, the Compensation and Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and this proxy statement.

Compensation and Human Resources Committee

Jane J. Thompson, Chair

Larry A. Klane

Michael A. Lawson

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides information regarding our executive compensation guiding principles, the elements of our executive compensation program, the factors that were considered in making compensation decisions for our “named executive officers” or “NEOs” in 2024, and how we have modified our programs to meet Navient’s needs in the future.

Navient’s Compensation and Human Resources Committee (the “Compensation Committee” or, for purposes of the CD&A, the “Committee”) is responsible for establishing and overseeing our executive compensation program, including the program’s underlying philosophy, objectives, and related policies. The Committee is composed of Ms. Thompson (Chair), Mr. Klane and Mr. Lawson.

This CD&A presents information for the following Navient NEOs:

Executive Summary

Navient’s executive compensation program emphasizes the link between pay and performance, aligning the compensation of our executives with the interests of our shareholders. Our executive compensation program balances annual and long-term performance measures, including a mix of financial, operational and strategic goals that promote effective management of our legacy loan portfolio, improvements and growth in our consumer lending business and expense control. Individual performance goals are also established for each of our NEOs in support of our business strategy. This section summarizes Navient’s performance in 2024 and the impact of that performance on the compensation paid to our NEOs.

Leadership Changes

During 2024, the Board approved various changes to Navient’s leadership team, in connection with its strategic actions to align with the needs of a more focused, flexible and streamlined company. As part of those changes and to further simplify and streamline the Company, Mark L. Heleen, Executive Vice President, Chief Legal Officer and Secretary, and John Kane, Group President, Business Processing Solutions, along with several other non-NEO executives, departed the Company. Further, Steve Hauber, Executive Vice President and Chief Risk and Compliance Officer, expanded his responsibilities by assuming the title of Chief Administrative Officer, effective April 27, 2024, and Troy Standish, Executive Vice President, Asset Management and Business Processing Operations, expanded his responsibilities by assuming the title of Executive Vice President & Chief Operating Officer, effective October 11, 2024.

Navient’s 2024 Performance

In January 2024, as a result of an in-depth review of its business, which was overseen by the Board, Navient announced that it was carrying out three strategic actions to simplify the Company, reduce its expense base, and enhance its flexibility, including to:

At the beginning of 2024, Navient established performance targets under the 2024 Management Incentive Plan (“MIP”) in accordance with Navient’s ordinary annual cadence (as described below). After the 2024 MIP targets were established, it became clear that the strategic actions taken in 2024, which are expected to largely be complete by the end of 2025, were key to current and future company performance and had a meaningful impact on Navient’s total fiscal 2024 performance in ways that were not contemplated or quantifiable when the 2024 MIP targets were originally set. In June 2024, with the benefit of greater visibility into the impacts of the strategic actions on Navient’s 2024 fiscal performance and in recognition that these strategic actions required significant senior management focus and time, the Compensation Committee adopted, pursuant to Navient’s 2024 Omnibus Incentive Plan, a one-time Strategic Transformation Incentive Plan (the “STIP”). The STIP provides a one-time cash incentive award to incentivize employee performance for focusing on the three strategic actions described above. More details about the STIP are set forth below on page 55.

Navient’s 2024 Compensation Decisions

Highlights of our 2024 compensation decisions are discussed below, with additional details in this CD&A.

Linking Navient’s 2024 Performance to Executive Pay

The chart below shows our key performance achievements in 2024 and the link between those achievements and our executive compensation program.

Linking Navient’s 2024 Performance to Executive Pay

¹ Adjusted Diluted “Core Earnings” Per Share excludes net restructuring and regulatory-related charges, as well as certain extraordinary items such as strategic corporate transactions not reflected in the annual business plan or other unusual events. Adjusted Diluted “Core Earnings” Per Share is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. As of the second quarter of 2023, Navient no longer reports on Adjusted Diluted “Core Earnings” Per Share in its financial statements. For a reconciliation of our non-GAAP financial measures with GAAP results, please refer to the section titled “Non-GAAP Financial Measures” on pages 39-47 of our 2024 Annual Report filed on Form 10-K on February 27, 2025, as amended by that Amendment No. 1 filed on Form 10K/A on March 4, 2025 (“2024 Annual Report”) or refer to the Investor Relations section of our website located at https://www.navient.com/investors/.

² Adjusted “Core Earnings” Efficiency Ratio excludes net restructuring and regulatory-related charges, as well as certain extraordinary items such as strategic corporate transactions or other unusual or unplanned events. Adjusted “Core Earnings” Efficiency Ratio is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. Adjusted “Core Earnings” Efficiency Ratio is (a) Navient’s expenses in achieving Core Earnings excluding net restructuring and regulatory-related charges, as well as certain extraordinary items such as strategic corporate transactions or other unusual or unplanned events, divided by (b) Navient’s Adjusted Core Earnings. As of the second quarter of 2023, Navient no longer reports on Adjusted “Core Earnings” Efficiency Ratio in its financial statements. For a reconciliation of non-GAAP financial measures with GAAP results, please refer to the section titled “Non-GAAP Financial Measures” on pages 39-47 of our 2024 Annual Report.

³ “Cumulative Net Student Loan Cash Flows” is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. Cumulative Net Student Loan Cash Flows are the aggregate cash flows net of secured borrowings from all student loans (including private credit refinance loans) realized for the fiscal years 2024, 2025 and 2026, including student loan cash flows realized from new acquisitions, but excluding the impact of cash flows for fiscal years beyond 2026 that are accelerated through securitizing or pledging unencumbered student loans or through loan sales.

Navient’s Compensation Philosophy and Objectives

We provide each of our NEOs with a compensation package that is tied to performance and aligned with the interests of our shareholders. The Compensation Committee utilizes the following guiding principles to design, implement, and monitor our executive compensation program:

CEO 2024 Total Direct Compensation

All Other NEOS 2024 Total Direct Compensation

The compensation packages we provide to our NEOs are designed to be competitive when compared to companies that compete with us for executive talent. In setting the compensation opportunities for our NEOs, we generally target a range between the 25^th percentile to the median total direct compensation provided to similar executives by our peer group companies, with consideration of Navient’s relative size and business complexity.

We also believe that strong governance practices and policies are aligned with shareholder interests. Our policies prohibit hedging, pledging or short sales of any Company stock held by our NEOs and provide for the clawback of compensation in certain situations. See “Other Arrangements, Policies and Practices Related to Our Executive Compensation Programs” below.

How Compensation Decisions Are Made

In establishing competitive total compensation packages for our NEOs, the Compensation Committee relies on, among other factors, an analysis of market data on the executive compensation packages offered by Navient’s peer group companies, which are described below. Navient’s annual strategic business plan also factors heavily in determining certain elements of total compensation, such as our Annual Incentive and Long-term Incentive Programs, which are described in more detail below. Past pay practices and internal employee pay equity, as well as the skills and experience that each NEO brings to Navient, are all important factors considered by the Compensation Committee. The Compensation Committee also considers an assessment of each NEO’s success in achieving pre-determined business, strategic, and individual objectives, an assessment that is prepared by the CEO and presented to the Compensation Committee at a minimum of once each year. Finally, the Compensation Committee meets with the other independent members of the Board as part of the CEO’s performance review and consults with those members in setting the CEO’s compensation.

Role of the Compensation Consultant

The Compensation Committee is advised by its Compensation Consultant. See “Compensation Consultant and Independence” earlier in this proxy statement for more information on the Compensation Consultant’s role as an independent advisor to the Compensation Committee.

Use of Peer Groups

Navient seeks to provide its NEOs with competitive compensation relative to a peer group of companies.

The companies included in Navient’s peer group for 2025 are as follows:

The Compensation Committee reviews the composition of the peer group annually with the assistance of the Compensation Consultant, making adjustments as needed to address changes in Navient’s business and/or changes in the peer group companies due to mergers or other transactions. In May and July 2024, the Committee reviewed the 2025 peer group. In May, the Committee noted that, as part of the strategic actions announced at the beginning of 2024, Navient’s primary business operations will change with the outsourcing of its student loan servicing business and the divestment of its business processing unit, which compelled the Committee to consider alternative peer groups for 2025. In July 2024, the Committee reviewed the 2025 peer group and determined that the peer group should be modified to better align the peer group with the expected end state of Navient after the completion of the strategic actions, given the significant shift to outsourcing and portfolio and corporate streamlining. The Committee removed Conduent Incorporated, Fifth Third Bancorp, MAXIMUS, Inc., Paychex, Inc. and The Western Union Company, and added Enova International, LendingClub Corporation, Mr. Cooper Group, OneMain Holdings, SoFi Technologies, Inc., Synovus Financial Corp., and Zions Bancorporation, National Association.

Consideration of Say-on-Pay Vote Results

At our most recent annual meeting of shareholders, held on May 23, 2024, Navient conducted an advisory vote to approve its executive compensation for the fiscal year ended December 31, 2023. As in prior years, shareholders expressed overwhelming support for the compensation of our NEOs, with approval at 98.4% in 2024. The Compensation Committee believes the results of last year’s vote affirmed our shareholders’ support of our Company’s executive compensation program. Our approach to executive compensation in 2024 was substantially the same as the approach shareholders approved at our 2024 Annual Meeting of Shareholders.

At the 2020 Annual Meeting of Shareholders, our shareholders voted to continue having an annual “say-on-pay” vote. As required by Section 14A of the Exchange Act, we will next ask shareholders to express a preference for the frequency of the “say-on-pay” vote at our 2026 Annual Meeting of Shareholders.

2024 Executive Compensation Program

Primary Elements of Compensation

The compensation program for our NEOs consists of three primary elements: