Form 4: Navient EVP Stephen Hauber Reports Changes in Beneficial Ownership Following PSU Settlement

Stephen Hauber, EVP, Chief Risk & Compliance Officer of Navient Corp, reports changes in beneficial ownership due to the settlement of performance stock units (PSUs) and related tax withholding.

Summary

• On February 28, 2024, Stephen Hauber, EVP, Chief Risk & Compliance Officer of Navient Corp, reported changes in beneficial ownership.
• These changes are due to the settlement of performance stock units (PSUs) awarded under the 2014 Omnibus Incentive Plan.
• The PSUs, granted on February 4, 2021, vested based on performance conditions over a three-year period ending in fiscal year 2023.
• 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 9,788.4504 shares on February 28, 2024, with an additional 1,169.6286 shares issued for dividend equivalent rights.
• Navient withheld 4,936 shares to cover tax obligations at a price of $15.75.
• Additionally, 12,678.8473 PSUs were forfeited because the company did not meet the threshold performance level.
• Hauber's common stock balance reflects these transactions, resulting in a total of 252,041.5314 shares beneficially owned.

Sentiment

Score: 5

Explanation: The document is neutral in tone, simply reporting the facts of the PSU settlement and related transactions. The partial achievement of performance targets is neither overwhelmingly positive nor negative.

Positives

• The settlement of PSUs indicates that some performance targets were met, albeit at 46.36% of the target amount.

Negatives

• The forfeiture of 12,678.8473 PSUs indicates that the company failed to meet the threshold performance level for those units.
• PSU achievement was only 46.36% of target.

Risks

• The failure to meet threshold performance levels for a portion of the PSUs could indicate underlying challenges in the company's performance.
• Tax obligations resulting from PSU settlements can impact the executive's net holdings.

Future Outlook

The document does not contain any specific forward-looking statements or guidance.

Industry Context

This filing is a routine disclosure related to executive compensation and equity awards, common in publicly traded companies. It reflects the performance-based compensation structure used to incentivize executives.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies to align executive incentives with shareholder value.
• The specific performance metrics and vesting schedules vary widely across industries and companies.
• Comparing Navient's PSU plan to those of its peers in the financial services industry would provide a more detailed assessment of its competitiveness and effectiveness.

Stakeholder Impact

• Shareholders may be interested in the performance metrics associated with the PSUs and the extent to which management incentives are aligned with company performance.
• Employees may view the PSU settlement as an indicator of the company's overall performance and compensation practices.

Key Dates