Form 4: Navient EVP David Green Settles Performance Stock Units, Forfeits Shares Due to Performance Miss
SEC Form 4
David Green, EVP of Consumer Lending & CEO of Earnest at Navient Corp, settled performance stock units (PSUs) and forfeited shares due to the company's performance against established targets.
Summary
- On March 3, 2025, David Green, EVP of Consumer Lending & CEO of Earnest at Navient Corp, settled performance stock units (PSUs).
- The settlement resulted from the achievement of the 2022-2024 PSUs at 46% of the target, as approved by the Compensation and Human Resources Committee on January 23, 2025.
- 1,146 shares were withheld by Navient to cover tax obligations at a price of $13.91 per share.
- Green forfeited 3,758.186 PSUs because the company did not meet the threshold performance level for the 2022-2024 performance period.
- Following the transaction, Green beneficially owns 152,320.685 shares of Navient common stock.
Sentiment
Score: 4
Explanation: The sentiment is slightly negative due to the forfeiture of PSUs, indicating underperformance against established targets. However, the filing itself is a routine disclosure.
Negatives
- The company failed to meet the threshold performance level for the 2022-2024 performance period, leading to the forfeiture of 3,758.186 PSUs by David Green.
Risks
- The failure to meet performance targets could negatively impact executive compensation and morale.
- Continued underperformance could lead to further forfeitures of performance-based compensation.
Industry Context
This filing reflects standard executive compensation practices, including the use of performance-based equity awards to incentivize management and align their interests with those of shareholders. The forfeiture of PSUs due to missed performance targets is a common occurrence in such arrangements.
Comparison to Industry Standards
- Performance-based equity compensation is a common practice among publicly traded companies, including Navient's peers in the financial services industry.
- Companies like Sallie Mae and Discover Financial Services also utilize similar compensation structures to incentivize executive performance.
- The specific performance metrics and vesting schedules vary across companies, but the underlying principle of linking executive pay to company performance remains consistent.
Stakeholder Impact
- Shareholders may be concerned about the company's failure to meet performance targets.
- Employees may experience decreased morale due to the missed targets.
Key Dates
| Date | Description |
|---|---|
| February 4, 2022 | Date PSUs were previously reported as awarded. |
| January 23, 2025 | Compensation and Human Resources Committee approved the achievement of the 2022-2024 PSUs at 46% of target. |
| March 3, 2025 | Settlement date of the PSUs and related dividend equivalent rights. |
| March 11, 2025 | Date of the report filing. |
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