Independent
Tenure on this board
7.8 yrs
6 nominees · 4 ballot items.
Election of six directors; ratification of KPMG as independent auditors for 2026; non-binding advisory approval of named executive officer compensation (say-on-pay); and non-binding advisory vote on the frequency of future say-on-pay votes (one, two, or three years).
Election of six incumbent director nominees to serve until the 2027 Annual Meeting.
Ratify KPMG LLP as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit Committee’s selection of KPMG LLP as Navient’s independent registered public accounting firm for 2026. Management seeks shareholder approval as a governance practice to confirm and provide legitimacy to the auditor appointment, though the Audit Committee retains the authority to replace KPMG at any time if warranted. The proxy explains the engagement date (February 19, 2026), that KPMG representatives will attend the meeting, and summarizes the voting threshold. The Board recommends a vote FOR, stating this ratification is consistent with good corporate governance. Because auditor selection is routine and primarily administrative, the proposal presents limited controversy; however, shareholders should note the audit and related fees disclosed for 2025 and 2024 and that the Audit Committee pre-approves audit and non-audit services. The recommendation is supported by the Audit Committee’s oversight role and the committee’s report included in the proxy statement describing its review of the audited financial statements and KPMG’s independence. The board’s rationale focuses on oversight, continuity, and the ability to evaluate KPMG’s performance post-vote if necessary.
Non-binding advisory vote to approve the compensation paid to Navient’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory approval of the company’s executive compensation program (the ‘say-on-pay’ vote). Management seeks shareholder endorsement of the compensation paid to named executive officers as disclosed in the CD&A and related tables. The Board recommends a vote FOR, arguing the program aligns pay with performance, with 85% of CEO pay at-risk in 2025 and PSU/RSU structures to align long-term incentives with shareholder value. The proxy notes historical shareholder support (average 94.57% 2021-2025, 80.63% in 2025) and explains recent adjustments to compensation design tied to strategic transformation, including MIP metrics and PSU metrics (Legacy Expense and rTSR). The vote is advisory and non-binding, but the Board will consider the outcome in future compensation decisions. Investors should weigh governance elements (clawback policy, stock ownership guidelines, anti-hedging) and recent payouts and changes in leadership when evaluating this proposal.
Non-binding advisory vote to recommend whether future say-on-pay votes should occur every one, two, or three years.
This management proposal asks shareholders to indicate, on a non-binding basis, how frequently the advisory say-on-pay vote should be held: every one, two, or three years. The Board recommends an annual vote ('ONE YEAR'), arguing that annual feedback gives regular input on compensation practices, supports engagement, and is consistent with prior shareholder preference (2020 vote) and the company’s governance posture. The proposal is routine and non-binding; the Board will consider results when setting future policy. The proxy outlines voting rules that the option receiving the plurality will be considered the shareholder recommendation.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Sherborne Investors Management LP | 31.3% | 29,449,997 | $241M |
| 2 | BlackRock, Inc. | 8.1% | 7,581,098 | $62M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.6% | 6,217,151 | $51M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.9% | 3,677,525 | $30M |
| 5 | BlackRock, Inc. | 3.3% | 3,124,925 | $26M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 2,890,771 | $24M |
| 7 | STATE STREET CORP | 2.8% | 2,602,873 | $21M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.3% | 2,189,204 | $18M |
| 9 | AMERICAN CENTURY COMPANIES INC | 2.2% | 2,098,234 | $17M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.6% | 1,499,394 | $12M |
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