Form 4: Navient EVP Mark Heleen Reports Changes in Beneficial Ownership Following PSU Settlement

Navient EVP, CLO & Secretary Mark Heleen reports changes in beneficial ownership due to the settlement of performance stock units (PSUs) and related tax withholding.

Summary

• On February 28, 2024, Navient EVP, CLO & Secretary Mark Heleen reported changes in beneficial ownership of Navient Corp. stock.
• The changes are primarily due to the settlement of performance stock units (PSUs) awarded under the 2014 Omnibus Incentive Plan.
• The Compensation and Human Resources Committee approved the achievement of the 2021-2023 PSUs at 46.36% of target on January 26, 2024.
• This resulted in the settlement of 14,683.1392 shares and an additional 1,754.4984 shares issued for dividend equivalent rights.
• 7,414 shares were withheld by Navient to cover tax obligations related to the PSU settlement at a price of $15.75.
• The reporting person also forfeited 19,018.8715 PSUs because the company did not meet the threshold performance level for the 2021-2023 period.
• Between February 9 and February 28, 2024, Heleen acquired 250.1795 share equivalents under the Navient 401(k) Savings Plan.
• The reporting person's common stock balance reflects the forfeiture of 19,018.8715 PSUs from the reporting person's beneficial ownership because the Company failed to meet the threshold performance level established for the PSUs granted for the 2021 2023 performance period.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing detailing changes in beneficial ownership. The sentiment is neutral as it primarily reports factual information.

Positives

• The reporting person received 14,683.1392 shares from PSU settlement and 1,754.4984 shares from dividend equivalent rights.

Negatives

• 19,018.8715 PSUs were forfeited due to the company not meeting the threshold performance level for the 2021-2023 performance period.

Risks

• The forfeiture of PSUs indicates that the company did not meet certain performance goals, which could be a concern for investors.

Industry Context

Form 4 filings are a routine part of regulatory compliance for publicly traded companies, providing transparency into the transactions of company insiders. This filing indicates the vesting and settlement of previously awarded performance-based compensation.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies to align management's interests with those of shareholders.
• The specific performance metrics and vesting schedules vary widely depending on the company and industry.
• Companies like Sallie Mae (SLM) and Nelnet (NNI) also operate in the financial services sector and utilize similar compensation strategies.

Stakeholder Impact

• Shareholders may be interested in the performance metrics associated with the PSU settlement, as it reflects the company's performance against established goals.
• The forfeiture of PSUs due to not meeting performance thresholds could be a concern for shareholders.

Key Dates