Navient (NAVI) Proxy Filing summary

Executive summary

• Achieved key milestones in simplifying operations, including outsourcing student loan servicing and divesting healthcare and government services businesses, targeting $400 million in expense savings by 2026.

• Annual Meeting scheduled for June 5, 2025, will be held virtually, with shareholders able to vote electronically.

• Board recommends voting FOR all director nominees and FOR Proposals 2 and 3.

Voting matters and shareholder proposals

• Three proposals: election of seven directors, ratification of KPMG LLP as auditor for 2025, and a non-binding advisory vote on executive compensation.

• Majority voting standard applies for director elections; abstentions and broker non-votes not counted.

• Shareholders can submit proposals for the 2026 meeting between February 5 and March 7, 2026.

Board of directors and corporate governance

• Board reduced from eight to seven members effective June 5, 2025; seven of eight directors are independent.

• Board committees: Audit, Compensation and Human Resources, Nominations and Governance, and Executive Committee.

• Board succession and management succession planning are ongoing, with emphasis on diversity and regular evaluations.

• Proxy access allows groups holding 3%+ of shares for three years to nominate directors.