Form 4: Navient EVP Troy Standish Reports Changes in Beneficial Ownership After PSU Settlement

Troy Standish, EVP & Chief Operating Officer of Navient Corp, reports changes in beneficial ownership due to the settlement of performance stock units (PSUs) and tax withholding.

Summary

• On March 3, 2025, Troy Standish, EVP & Chief Operating Officer of Navient Corp, reported changes in beneficial ownership.
• The changes are due to the settlement of performance stock units (PSUs) awarded under the 2014 Omnibus Incentive Plan.
• The 2022-2024 PSUs were achieved at 46% of target, resulting in the settlement of 4,613.800 shares and an additional 588.762 shares issued for dividend equivalent rights.
• Navient withheld 2,258 shares to satisfy tax obligations at a price of $13.91.
• 6,107.356 PSUs were forfeited because the company did not meet the threshold performance level.
• Between February 10, 2025, and May 3, 2025, Standish acquired 472.518 share equivalents under the Navient 401(k) Savings Plan, based on the account balance as of May 3, 2025.
• Following these transactions, Standish directly owns 206,969.0475 shares of common stock and indirectly owns 14,296.6542 shares through the 401(k) plan.

Sentiment

Score: 5

Explanation: Neutral sentiment as the document primarily reports transactions related to executive compensation. The forfeiture of PSUs due to unmet performance targets is a slightly negative signal.

Positives

• Standish received 4,613.800 shares from the settlement of PSUs.
• An additional 588.762 shares were issued due to dividend equivalent rights.

Negatives

• 6,107.356 PSUs were forfeited because the company failed to meet the threshold performance level for the 2022-2024 period.

Risks

• The company's failure to meet performance targets for the 2022-2024 PSU grants resulted in the forfeiture of a significant number of PSUs.

Industry Context

Form 4 filings are standard disclosures required by the SEC to provide transparency into the transactions of company insiders, allowing investors to monitor potential alignment between management's actions and shareholder interests.

Comparison to Industry Standards

• Executive compensation packages often include performance-based equity awards like PSUs to align executive incentives with company performance.
• The vesting and settlement of PSUs are contingent upon achieving pre-defined performance metrics, which can vary across companies and industries.
• Tax withholding on equity awards is a common practice, and the number of shares withheld depends on the applicable tax rates and the value of the shares.
• Companies like Sallie Mae (SLM) and Discover Financial Services (DFS) also utilize equity-based compensation for their executives, and their Form 4 filings would provide comparable data on insider transactions.

Stakeholder Impact

• Shareholders may be interested in the performance metrics tied to executive compensation and the company's ability to achieve those targets.
• Employees participating in similar incentive plans may be affected by the company's performance and the resulting payout of PSUs.

Key Dates