Navient (NAVI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2026, with shareholders voting on four key proposals.

• Strategic transformation continues, with Phase 1 completed (expense reduction, business unit divestiture, outsourcing servicing) and Phase 2 focused on growth and further cost reduction in 2026.

• Leadership changes include the transition of the CEO role from David Yowan to Edward Bramson, who will also remain Chair of the Board.

• The company exceeded its $400 million expense reduction target in 2025 and increased private education loan originations by 77% year-over-year.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors, ratify KPMG LLP as auditor, approve executive compensation (say-on-pay), and determine the frequency of future say-on-pay votes (Board recommends annual).

• Board recommends voting FOR all director nominees, FOR Proposals 2 and 3, and ONE YEAR for Proposal 4.

Board of directors and corporate governance

• Board reduced from seven to six members following a retirement.

• Five of six directors are independent; all committees except the Executive Committee are fully independent.

• Board succession and management succession planning are ongoing, with annual self-evaluations and a focus on diversity and skills alignment.

• Proxy access is available for shareholders meeting ownership and duration requirements.