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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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

Navient Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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:

●

Creating a variable expense model for loan servicing. We outsourced our student loan servicing to a third-party partner in July 2024. That expense model aligns with our amortizing legacy portfolio and facilitates corporate expense reduction.

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Divesting our business processing division. We completed the sale of our healthcare services business in September 2024 and our government services business in February 2025.

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Streamlining our shared services infrastructure and corporate footprint. We have begun to reshape our shared service functions and corporate footprint and established a clear path of realizing targeted expense savings of approximately $400 million by 2026.

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:

Date:

Thursday, June 5, 2025

Time:

8:00 a.m., Eastern Daylight Time

Access:

We have determined that the Annual Meeting will be held as a virtual meeting conducted solely via live webcast at www.virtualshareholdermeeting.com/NAVI2025. If you plan to participate in the virtual meeting, please refer to the information on page 6 of the proxy statement.

Items of Business:

(1)

Elect the 7 nominees named in the proxy statement to serve as directors until the 2026 Annual Meeting of Shareholders or until their successors have been duly elected and qualified;

(2)

Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2025;

(3)

Approve, in a non-binding advisory vote, the compensation paid to Navient’s named executive officers; and

(4)

Act on any other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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.

By Order of the Board of Directors,

Elizabeth Han
Vice President, Associate General Counsel & Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on June 5, 2025.

This notice and proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) are available free of charge at http://materials.proxyvote.com.

You may also obtain these materials at the Securities and Exchange Commission (“SEC”) website at www.sec.gov or by contacting the Office of the Corporate Secretary, 13865 Sunrise Valley Drive, Herndon, Virginia 20171. Navient will provide a copy of its 2024 Form 10-K without charge to any shareholder upon written request.

Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of this proxy statement.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our shareholder letter and this proxy statement contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, about our business and prospects. These forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management based on information currently available. Use of words such as “believes,” “assumes,” “expects,” “anticipates,” “intends,” “plans,” “should,” “may,” “could,” “likely” or similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Our future results may differ materially from our past results and from those projected in the forward-looking statements due to various uncertainties and risks, including, but not limited to, those described in Item 1A of Part I (Risk Factors) of our 2024 Form 10-K and from time to time in our other filings with the SEC. We disclaim any obligation to update any forward-looking statements contained herein after the date of this proxy statement, except as otherwise required by law.

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	1
Annual Meeting of Shareholders	1
Meeting Agenda Voting Matters	1
Board and Governance Practices	3
Board of Directors Composition	4
Director Nominees	4
General Information	5
Questions and Answers about the Annual Meeting and Voting	6
Overview of Proposals	10
Proposal 1 - Election of Directors	11
Agreements with the Sherborne Group	19
Corporate Governance	20
Role and Responsibilities of the Board of Directors	20
Board Governance Guidelines	20
Board Leadership Structure	20
Board Succession Planning	21
Management Succession Planning	21
Director Independence	21
Board Meetings and Attendance at Annual Meeting	21
Committee Membership	22
Audit Committee	22
Compensation and Human Resources Committee	23
Nominations and Governance Committee	23
Executive Committee	23
Compensation Consultant and Independence	23
Compensation Committee Interlocks and Insider Participation	24
The Board of Directors’ Role in Risk Oversight	24
Risk Appetite Framework	25
Enterprise Risk Domains	25
Cybersecurity Risk Oversight	26
Data Security	26
Risk Assessment of Compensation Policies	27
Nominations Process	27
Proxy Access	28
Director Orientation and Continuing Education	28
Our Commitment to Corporate Social Responsibility	28
Environment and Sustainability	28
Our Employees, Our Customers and Our Communities	28
Governance	29
Code of Business Conduct	29
Policy on Review and Approval of Transactions with Related Parties	29
Insider Trading Policy	29
Anti-Hedging and Pledging Policy	29
Rule 10b5-1 Trading Plans	30
Shareholder Engagement	31
Communications with the Board of Directors	31
Director Compensation	32
Director Compensation Elements	32
Share Ownership Guidelines	32
Other Compensation	33

Deferred Compensation Plan for Directors	33
Director Compensation Table	33
All Other Director Compensation	34
Proposal 2 - Ratification of the Appointment of the Independent Registered Public Accounting Firm	35
Independent Registered Public Accounting Firm	36
Fees Paid to Independent Registered Public Accounting Firms for 2024 and 2023	36
Pre-approval Policies and Procedures	36
Report of the Audit Committee	37
Ownership of Common Stock	38
Ownership of Common Stock by Directors and Executive Officers	38
Executive Officers	41
Proposal 3 - Advisory Vote on Executive Compensation	42
Executive Compensation	43
Compensation and Human Resources Committee Report	43
Compensation Discussion and Analysis	44
Executive Summary	44
Leadership Changes	44
Navient’s 2024 Performance	44
Navient’s 2024 Compensation Decisions	45
Linking Navient’s 2024 Performance to Executive Pay	47
Navient’s Compensation Philosophy and Objectives	48
How Compensation Decisions Are Made	49
Role of the Compensation Consultant	49
Use of Peer Groups	50
Consideration of Say-on-Pay Vote Results	50
2024 Executive Compensation Program	51
Total Direct Compensation Mix	51
Base Salary	51
Annual Incentive Awards: 2024 Management Incentive Plan (“MIP”) and 2024 Strategic Transformation Incentive Plan (“STIP”)	52
2024 Strategic Transformation Incentive Plan	55
2024 Long-term Incentive Program	56
2024-26 Performance Stock Units	57
2023-25 Performance Stock Units	58
2022-24 Performance Stock Units	59
Deferred Compensation	59
Health, Welfare and Retirement Benefits	60
Perquisites	60
Severance Benefits	60
Other Arrangements, Policies and Practices Related to Our Executive Compensation Program	60
Share Ownership Guidelines	60
Hedging/Pledging Prohibition	61
Policy on Rule 10b5-1 Trading Plans	61
Clawback	61
Navient Compensation Committee Process for Approving Long-term Awards	61
Tax Deductibility of Compensation Over $1 Million	61
Changes to Our Executive Compensation Program for 2025	62
2025 Annual Incentive Program	62
Summary Compensation Table	63
Grants of Plan-Based Awards	65
Outstanding Equity Awards at Fiscal Year End	67
Stock Vested During Fiscal Year 2024	68
Pension Benefits	68

Non-Qualified Deferred Compensation	69
Arrangements with Named Executive Officers	69
Executive Severance Plan	69
Change in Control Severance Plan	70
Potential Payments upon Termination or Change in Control	70
Change in Control Without Termination	70
Change in Control and (i) Termination without Cause, or (ii) Termination for Good Reason	71
Termination without Cause or Termination for Good Reason	71
Termination for Cause or Resignation (other than for Good Reason or Retirement)	72
Termination upon Retirement	72
Termination by Death or Disability	72
CEO Pay Ratio	73
Pay versus Performance	74
Pay versus Performance Table	74
Relationship Between “Compensation Actually Paid” And Performance Measures	77
2024 Performance Measures	79
Other Matters	80
Certain Relationships and Related Transactions	80
Other Matters for the 2025 Annual Meeting	80
Delinquent Section 16(a) Reports	80
Shareholder Proposals for the 2026 Annual Meeting	80
Proxy Access Procedures	81
Solicitation Costs	81
Householding	81

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

DATE AND TIME:

June 5, 2025

8:00 a.m. Eastern Daylight Time

LOCATION:

Virtual Meeting Only

Live Webcast

Please Visit

www.virtualshareholdermeeting.com/NAVI2025

RECORD DATE:

April 7, 2025

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.

	Proposals	Board Voting Recommendations	Page

1.	Election of each director nominee	FOR EACH NOMINEE	11

2.	Ratification of the appointment of KPMG LLP as Navient’s independent registered public accounting firm for 2025	FOR	35

3.	Non-binding advisory shareholder vote to approve the compensation paid to our named executive officers	FOR	42

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.

Governance Oversight	✓	Independent Chair
	✓	Seven Independent Directors (Out of Eight)
	✓	All Board Committees (Other than the Executive Committee) Comprised Solely of Independent Directors
	✓	Industry Standard Proxy Access
	✓	Regular Executive Sessions of Independent Directors
	✓	Majority Voting for Directors (Uncontested Elections)
Board Effectiveness	✓	Commitment to Board Diversity of Thought, Experience, Perspectives and Backgrounds
	✓	Robust Risk Oversight Framework to Assess and Oversee Risks
	✓	Annual Election for All Board Members
	✓	Annual Self-Evaluation of the Board and Each Committee
	✓	Active Board and Management Succession Planning
Executive Compensation Oversight	✓	Pay-for-Performance Philosophy Emphasizes “At Risk” Pay and Equity-Based Incentives
	✓	Double-Trigger Change in Control
	✓	Long-Term Incentive Metrics Designed to Promote Growth and Sustainable Profitability
	✓	Enhanced Compensation Recovery/Clawback Policy
	✓	No Excessive Perquisites
	✓	Multi-Year Vesting Periods for Equity Awards
	✓	No Tax Gross-Ups Upon Change-in-Control
	✓	Anti-Hedging and Pledging Policy
	✓	Executive Stock Ownership Guidelines

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.

	Arnold	Bramson	Cabral	Klane	Lawson	Thompson	Yowan
Skills and Experience
Executive Leadership: Business and strategic management experience from service in a significant leadership position, such as Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) or other senior leadership position	X	X	X	X	X	X	X
Industry Experience: Experience in the Company’s businesses, including consumer lending, business process, and loan management	X			X		X	X
Operations and Strategic Planning: Experience managing the operations of a business or large organization and driving strategic direction and growth	X	X	X	X

SEC Form DEF 14A filed by Navient Corporation