~~On behalf of the entire Board of Directors of Navient Corporation,~~As we ~~are pleased~~write this letter to invite you to ~~our 2017 Annual Meeting. The attached Notice of 2017~~the 2021 Annual Meeting of Shareholders ~~and Proxy Statement provides information~~of Navient Corporation, the COVID-19 pandemic is still significantly impacting the world, the nation, virtually every aspect of the economy, our business and the ~~agenda for~~lives of our employees and customers. We are pleased to share that our response to the ~~meeting.~~

~~Ongoing Evolution of a Skilled~~pandemic at Navient continues to be rapid, impactful and ~~Diverse Board~~solutions-driven.

We ~~believe~~truly demonstrated our ~~nominees for~~innovative approach, the ~~Board possess the breadth~~agility of ~~experience~~our systems, operations and range of relevant skills to provide effective oversight of the Company’s strategies, risks and performance. The Board has also been a leader in corporate governance. For example, each member of Navient’s Board of Directors, other than the CEO, is an independent director,people and the ~~Board is also led by an independent chairperson. In addition, again in 2016, over half~~resilience of our ~~independent directors are women—more than any other financial services company in~~organization during 2020. Perhaps the ~~S&P 500.~~

~~Importantly, the Board continues~~greatest example of that was how we worked with our business processing clients, including federal agencies, public sector entities and health care institutions, to ~~evolve, adding~~offer relief where needed. We quickly redeployed our team and adapted our platform to help our state clients meet new ~~skills~~challenges, including processing much-needed unemployment benefits and ~~talent aligned with Navient’s business~~providing contact-tracing and growth strategy. While one of our long-standing and most dedicated leaders, Dr. Barry Munitz, a director since 1997, will retire from the Board effective as of the Annual Meeting, we have planned for this event by continuing to recruit and add highly qualified new directors, as evidenced most recently by the addition of David Yowan. In the last three years, the Board’s focus on board composition and succession planning has led to the addition of seven new highly qualified directors.

The Board takes seriously its responsibility to sustain its leadership. With our age and tenure limits, one director is scheduled to retire in 2018 and two directors are scheduled to retire in 2020. Our Board will continue its focus on ensuring we have the skillsets necessary to effectively lead the Company in the coming years.

~~On behalf of the Board and our shareholders, we thank Barry for his years of dedicated service and leadership.~~vaccination administration services.

~~Navient’s Management~~For the millions of student loan borrowers we serve, we swiftly implemented several unprecedented relief programs initiated by the White House and ~~Board are Focused on Building~~Congress for ~~the Future~~U.S. Department of Education borrowers, and ~~Generating Value for our Shareholders~~we deployed options to support impacted FFELP and private credit borrowers we service. We also created a comprehensive webpage, https://Navient.com/covid-19, dedicated to providing information needed to access these programs during this crisis.

Additionally, in 2020, we responded to our nation’s rightful drive for social justice. We worked to strengthen Navient as an inclusive and equitable workplace and we also looked outside our own walls to find ways to create more opportunity for those in our communities who need it most. In ~~2016,~~early 2021, we ~~executed~~launched a partnership with Boys & Girls Clubs of America— Navient’s largest-ever such partnership—with a specific emphasis on ~~our commitment to generate value for shareholders. Highlights from the year include:~~helping young people in underserved communities.

~~Looking forward, while not ignoring the legal proceedings in which the Company is involved,~~ we are ~~working diligently~~committed to ~~capture the many opportunities we see~~continuing to create value for our clients, customers, communities, colleagues, and our ~~shareholders.~~shareholders in 2021 and beyond.

We have a well-defined, disciplined approach to investing the capital you have entrusted us to manage. To create the highest, sustainable return, we maintain a strong capital profile that supports our business in all economic environments. Today, our capital position is very strong. Our free cash flow, debt coverage ratios and equity ratios are all at very strong levels. Importantly, we maintained these levels while reducing our outstanding unsecured debt by $1.4 billion and returning $1 billion to shareholders through dividends and share repurchases in 2016. In doing so, our debt maturities for 2017 were lowered to $700 million, and we reduced our 2018, 2019 and 2020 debt maturities from $7.2 billion to $6.5 billion.

~~Our capital profile demonstrates our commitment to our clients, our bondholders, ABS investors and shareholders, and that we are built for the long-term.~~

Our business plan is governed by risk guidelines to ensure our portfolios and businesses are managed to produce appropriate, risk-adjusted returns. Our discipline ensures we are mindful of various market challenges, including risks related to credit, interest rates, credit spreads and liquidity to name a few, to help ensure that each of our businesses will perform well through various market cycles. Our philosophy and values guide us to continually enhance how we support the success of our customers, clients, shareholders and other stakeholders.

Our Business Processing Solutions work applies the expertise, systems and compliance skills we have developed in student loans to the state, municipal and healthcare markets. Our clients benefit from the higher performance, lower cost, and strong compliance controls we deliver every day. Our non-education related fee businesses generated $174 million in revenue in 2016, a 77% increase from 2015. We expect this revenue growth to continue in 2017.

Navient services loans for more than 12 million customers with $300 billion in outstanding balances. We bring over 40 years of experience, allowing us to help the borrowers we service successfully manage their student loans.

At Navient, we use our experience and expertise to assist our customers navigating the complex federal student loan program by helping them understand their many options so they can choose the solution that best fits their needs. The results are outstanding.

Our federal student loan customers default at a rate that is significantly lower than their peers and are less likely to be severely delinquent. Loans we service are more likely than comparable servicers to be enrolled in income-driven repayment plans. Our performance is a source of tremendous pride to our nearly 7,000-plus team members.

We deliver this industry-leading performance by using our expertise and sophisticated data analytics to better identify customers who need extra support, reach out in ways that result in higher rates of contact, and present repayment options they can select to fit their budget. We have responded to the incredible and increasing program complexity by creating teams of specialists and the means to direct customers to the appropriate team. We have also used our expertise and data to develop an award-winning financial literacy video series for our customers.

Servicers play an important role in helping borrowers successfully repay their loans. And, the overwhelming majority of borrowers are successfully repaying their student loans. Delinquency and default rates in the Direct Student Loan program have declined 18% and 27% respectively in the past two years. Nationally, fewer borrowers defaulted last year despite a 10% increase in the number of borrowers in repayment.

Despite these positive trends, servicers have been criticized or, in our case, sued by federal regulators and state attorneys general. Let us be perfectly clear: the allegations made do not correspond with the facts and the exceptional results we deliver for consumers.

The lawsuits and related public commentary ignores our clear, positive track record of performance helping borrowers. In fact, if all servicers met the same default prevention performance we deliver, 300,000 fewer defaults would occur each year. Statements that Navient does not inform borrowers of their array of repayment options are simply false, and the data shows that Navient excels at providing this kind of borrower support. In fact:

From our front-line position servicing over 10 million federal student loan accounts, we witness first-hand what works and what does not. We believe we should share our insight and expertise to help policymakers improve the federal loan programs to make it easier for borrowers to succeed. Among the topics we have advocated for are:

Our results would not be possible without the commitment and hard work of our team of dedicated Navient employees. We are deeply appreciative of their drive to continuously deliver extraordinary service—the driver for creating value for all our stakeholders.

~~Our 2017~~Navient’s 2021 Annual Meeting of Shareholders will ~~take place~~be held virtually on Thursday, May ~~25, 2017,~~20 at 8:00 a.m., Eastern Daylight ~~Time. The~~Time to protect the safety and well-being of our shareholders and employees in light of the pandemic. Read on for instructions on how to participate in the meeting.

At our Annual Meeting, we will ~~be held at Navient’s headquarters located at 123 Justison Street, Wilmington, Delaware.~~consider the matters described in this proxy statement. We are again making our proxy materials available to you electronically. We hope that this continues to offer you a convenient way to review the materials while allowing us to reduce our environmental footprint and expense.

~~Attached to this letter are a Notice of 2017 Annual Meeting of Shareholders~~The proxy statement contains important information and ~~our Proxy Statement, which describe the business to be conducted at the Annual Meeting. We~~you should read it carefully. Your vote is important, and we strongly encourage you to ~~read this report carefully and to~~ vote your ~~shares. There are several ways you can vote, including online, by telephone, or by mail. Please vote at your earliest convenience by following~~shares using one of the ~~instructions included~~voting methods described in the ~~Proxy Statement. Your vote is important. Whether you own a few shares or many, it is important that you are represented.~~proxy statement.

~~Today, as with every day since our creation as an independent company three years ago, Navient strives to lead in every market we serve. Our vision is to deliver expertise~~We wish you good health and solutions that anticipate and solve our customers’ unique and complex needs. We are dedicated to retaining our stakeholders’ trust and confidence. Thank you for your continued investment in Navient. We look forward to seeing you at the Annual Meeting.safety.

NOTICE OF ~~2017~~2021 ANNUAL MEETING OF SHAREHOLDERS OF
NAVIENT CORPORATION

Navient Corporation (“Navient” or the “Company”) will hold its ~~2017~~2021 Annual Meeting of Shareholders (the “Annual Meeting”) as follows:

You may vote if you were a shareholder of record as of the close of business on March ~~30, 2017.~~23, 2021.

In the interest of the health and well-being of our shareholders and our employees, we have determined that the 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please refer to instructions on page 6 of this proxy statement.

Your participation in the Annual Meeting is important. You can vote ~~in person or~~ by telephone, Internet or, if you request that proxy materials be mailed to you, by completing and signing the proxy card enclosed with those materials and returning it in the envelope provided. If you wish to attend and participate in the virtual meeting, ~~in person,~~ you must ~~bring~~provide evidence of your ownership as of March ~~30, 2017,~~23, 2021, or a valid proxy showing that you are representing a shareholder who owned shares as of that date.

This summary is intended as an overview of the information found elsewhere in this proxy statement. Because this is only a summary, you should read the entire proxy statement before voting.

Election of a director nominee pursuant to Proposal 1 will require the vote of a majority of the votes cast with respect to that director nominee’s election, meaning that the number of votes cast for such director nominee’s election must exceed the number of votes cast against that nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against the nominee’s election).

Approval of Proposals 2 3 and 43 at the Annual Meeting will require an affirmative vote of at least a majority of the votes present, represented and entitled to be voted on the matter, and voting affirmatively or negatively.

In addition to executive compensation practices that strongly link pay and performance, Navient’s Code of Business Conduct and Board of Directors governance policies help to ensure that we meet high standards of ethical behavior, corporate governance and business conduct. The following chart highlights key Board information and governance practices in place on December 31, ~~2016.~~2020.

~~For more information about our governance programs and our Board of Directors, see Proposal 1 beginning on page 12.~~

The composition of our Board reflects a breadth and variety of skills, business experiences and backgrounds.

The composition of our Board reflects the great wealth of experience and skills of our directors. The following table highlights each director’s specific skills, knowledge and experiences that he or she brings to the Board. A particular director may possess additional skills, knowledge or experience even though they are not indicated below.

~~Our~~For more information about our governance programs and our Board ~~is diverse in terms~~ of gender, age, and tenure. In fact, we were recently cited by a leading provider of board intelligence solutions as the board with the highest percentage of women directors among S&P 500 companies. Following our 2017 Annual Meeting, if each of the Board nominees is elected, our board will be comprised of 55% women directors. The average age of our directors is currently 62.5 years old. The following charts also reflect the gender and age diversity of our directorsDirectors, see Proposal 1 beginning on ~~the date of the 2017 Annual Meeting, as well as the tenure distribution. Our tenure distribution largely reflects the addition of seven new directors since 2014.~~

Additional information about our director nominees, including summaries of their business and leadership experience, skills and qualifications, can be found in the director biographies that begin on page 13 of this proxy statement.

General Information

Navient Corporation (“Navient,” the “Company,” “we,” “our” or “us”) is furnishing this proxy statement to solicit proxies on behalf of the Board of Directors (the “Board of Directors” or “Board”) for use at our ~~2017~~2021 Annual Meeting of Shareholders (the “Annual Meeting”). In light of the continuing impact of COVID-19, this year’s Annual Meeting will be a virtual meeting conducted solely via live webcast. You will be able to attend the Annual Meeting, vote your shares electronically, and submit questions during the meeting by visiting a special website established for this purpose: www.virtualshareholdermeeting.com/NAVI2021. You will not be able to attend the Annual Meeting in person. A copy of the Notice of ~~2017~~2021 Annual Meeting of Shareholders accompanies this proxy statement. This proxy statement is being sent or made available, as applicable, to our shareholders beginning on or about April ~~13, 2017.~~9, 2021.

~~2017~~2021 Proxy Statement

Questions and Answers about the Annual Meeting and Voting

Why is this year’s Annual Meeting being held as a virtual only meeting?

This year’s Annual Meeting will again be held as a virtual only meeting in light of the continuing impact of COVID-19. Holding the Annual Meeting as a virtual only meeting allows us to reach the broadest number of shareholders while maintaining our commitment to health and safety.

Who ~~may vote?~~is entitled to attend and vote at the Annual Meeting?

Only shareholders who owned shares of Navient’s Common Stock, par value $0.01 per share (“Common Stock”), at the close of business on March ~~30, 2017,~~23, 2021, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting. Navient’s Common Stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “NAVI.” On March ~~30, 2017, 285,155,356~~23, 2021, 180,458,782 shares of Common Stock were outstanding and eligible to be voted. Each share of Common Stock is entitled to one vote with respect to each matter on which holders of Common Stock are entitled to vote.

How do I attend the Annual Meeting?

This year’s Annual Meeting will once again be a virtual only meeting conducted solely via live webcast.

To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NAVI2021 and enter the sixteen-digit control number included on your Notice of Internet Availability of Proxy Materials or your proxy card. The live webcast will begin at 8:00 a.m. EDT on Thursday, May 20, 2021. We encourage you to access the virtual meeting platform at least 15 minutes prior to the start time. If you do not have a sixteen-digit control number, you will still be able to access the webcast as a guest, but will not be able to vote your shares or ask a question during the meeting.

The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and mobile phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong WiFi connection wherever they intend to participate in the meeting. Further instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, will be posted on the virtual meeting website.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. Technical support will be available on the virtual meeting platform beginning at 7:00 a.m. EDT on the day of the meeting and will remain available until thirty minutes after the meeting has finished.

Why did I receive a “Notice Regarding the Availability of Proxy Materials”?

Navient furnishes proxy materials to its shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder. By doing so, we save money and reduce our environmental impact. On or about April ~~14, 2017,~~9, 2021, Navient will mail a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) to certain of the Company’s shareholders. The Notice of Internet Availability contains instructions on how to access Navient’s proxy materials and vote online or vote by telephone. The Notice of Internet Availability also contains a ~~15-digit~~16-digit control number that you will need to vote your shares. If you previously chose to receive Navient’s proxy materials electronically, you will continue to receive access to these materials via an e-mail that provides electronic links to these documents unless you elect otherwise.

2021 Proxy Statement

How do I request paper copies of the proxy materials?

You may request paper copies of the proxy materials for the Annual Meeting by following the instructions included on your Notice of Internet Availability or listed atwww.proxyvote.com, by telephoning 1-800-579-1639, or by sending an e-mail tosendmaterial@proxyvote.com.

What is the difference between holding shares as a beneficial owner in street name and as a shareholder of record?

If your shares are held in street name through a broker, bank, trustee or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares. Without your voting instructions, your broker, bank, trustee or other nominee may only vote your shares on proposals considered to be routine matters. The only routine matter being considered at the Annual Meeting is Proposal 2 (relating to the ratification of the independent registered public accounting firm). Proposals 1 3 and 43 are considered non-routine matters. For non-routine matters, your shares will not be voted without your specific voting instructions. We encourage you to vote your shares.

If your shares are registered directly in your name with Navient’s transfer agent, Computershare, you are considered to be a shareholder of record with respect to those shares. As a shareholder of record, you have the right to grant your voting proxy directly to ~~Navient~~Navient’s Board of Directors or to a third party, or to vote ~~in person~~ at the Annual Meeting.

~~2017 Proxy Statement~~

~~How do I vote?~~

~~Navient encourages shareholders to vote in advance of the Annual Meeting, even if you plan to attend the Annual Meeting. You may vote in one of the following ways:~~

~~Vote in advance of the meeting~~	~~Vote your shares atwww.proxyvote.com. Votes submitted via the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 24, 2017. Please have your Notice of Internet Availability or proxy card available when you log on.~~	~~Vote in person at the meeting~~	If you hold shares directly in your name as a shareholder of record, you may either vote in person or be represented by another person at the Annual Meeting by executing a legal proxy designating that person as your proxy to vote your shares. If you hold your shares in street name, you must obtain a legal proxy from your broker, bank, trustee or other nominee and present it to the inspector of elections with your ballot to be able to vote at the Annual Meeting. To request a legal proxy, please follow the instructions at~~www.proxyvote.com~~

	~~Call the toll-free number (1-800-579-1639).~~You may call this toll-free telephone number, which is available 24-hours a day, and follow the pre-recorded instructions. Please have your Notice of Internet Availability or proxy card available when you call. If you hold your shares in street name, your broker, bank, trustee or other nominee may provide you additional instructions regarding voting your shares by telephone. Votes submitted telephonically must be received by 11:59 p.m., Eastern Daylight Time, on May 24, 2017.

	If you hold your shares in street name through a broker, bank, trustee or other nominee and want to vote by mail, you must request paper copies of the proxy materials. Once you receive your paper copies, you will need to complete, sign and date the voting instruction form and return it in the prepaid return envelope provided. Your voting instruction form must be received no later than the close of business on May 24, 2017.

What if I hold my shares in street name and I do not provide my broker, bank, trustee or other nominee with instructions about how to vote my shares?

You may instruct your broker, bank, trustee or other nominee on how to vote your shares using any of the methods described above. If you do not provide them with instructions on how to vote your shares prior to the Annual Meeting, they will have discretionary authority to vote your shares only with respect to routine matters. Only Proposal 2 (relating to the ratification of the independent registered public accounting firm) is considered to be a routine matter, and ~~the firm~~your broker, bank, trustee or other nominee will not have discretion to vote your shares with respect to Proposals 1 3 or 4.3. If you do not give your instructions on how to vote your shares on Proposals 1 3 or 4,3, your shares will then be referred to as “broker non-votes” and will not be counted in determining whether ~~either~~ Proposal 1 3 or 43 is approved. Please participate in the election of directors and vote on all of the proposals by returning your voting instructions to your broker, bank, trustee or other nominee.

~~2017 Proxy Statement~~

How do I vote shares of Common Stock held in my 401(k) Plan?

If you participate in the Navient 401(k) Savings Plan, you may vote the number of shares equivalent to your interest in the plan’s company stock fund, if any, as credited to your account on the record date. You will need to instruct the 401(k) Savings Plan ~~Trustee~~trustee by telephone, internet or by mail on how to vote your shares. Voting instructions must be received no later than 5:00 p.m., Eastern Daylight Time, on May ~~24, 2017.~~15, 2021. If you own shares through the Navient 401(k) Savings Plan and do not provide voting instructions with respect to your plan shares, the ~~Trustee~~trustee will vote your plan shares on each proposal in the same proportion as other plan shares are being voted.

2021 Proxy Statement

How do I vote?

Navient encourages shareholders to vote in advance of the Annual Meeting, even if you plan to attend the Annual Meeting. You may vote in one of the following ways:


VOTE BY INTERNET BEFORE THE MEETING	$Description: D:\Job Folder\Ashwin\2021\April\03\SUH_nc10022777x1 -- DEF 14A -- Navient Corp_V1\5. Final\nc10022777x1_img021.jpg$	Vote your shares at www.proxyvote.com. Votes submitted via the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 19, 2021. Please have your Notice of Internet Availability or proxy card available when you log on.	$Description: D:\Job Folder\Ashwin\2021\April\03\SUH_nc10022777x1 -- DEF 14A -- Navient Corp_V1\5. Final\nc10022777x1_img025.jpg$	If you hold shares directly in your name as a shareholder of record, you may either vote or be represented by another person at the Annual Meeting by executing a legal proxy designating that person as your proxy to vote your shares. If you hold your shares in street name, you must obtain a legal proxy from your broker, bank, trustee or other nominee and present it to the inspector of elections with your ballot to be able to vote at the Annual Meeting. To request a legal proxy, please follow the instructions at www.proxyvote.com

VOTE BY PHONE	$Description: D:\Job Folder\Ashwin\2021\April\03\SUH_nc10022777x1 -- DEF 14A -- Navient Corp_V1\5. Final\nc10022777x1_img022.jpg$	Call the toll-free number (1-800-690-6903). You may call this toll-free telephone number, which is available 24-hours a day, and follow the pre-recorded instructions. Please have your Notice of Internet Availability or proxy card available when you call. If you hold your shares in street name, your broker, bank, trustee or other nominee may provide you additional instructions regarding voting your shares by telephone. Votes submitted telephonically must be received by 11:59 p.m., Eastern Daylight Time, on May 19, 2021.

VOTE BY MAIL	$Description: D:\Job Folder\Ashwin\2021\April\03\SUH_nc10022777x1 -- DEF 14A -- Navient Corp_V1\5. Final\nc10022777x1_img023.jpg$	If you hold your shares in a street name through a broker, bank, trustee or other nominee and want to vote by mail, you must request paper copies of the proxy materials. Once you receive your paper copies, you will need to complete, sign and date the voting instruction form and return it in the prepaid return envelope provided. Your voting instruction form must be received no later than the close of business on May 19, 2021.

VOTE BY INTERNET DURING THE MEETING	$Description: D:\Job Folder\Ashwin\2021\April\03\SUH_nc10022777x1 -- DEF 14A -- Navient Corp_V1\5. Final\nc10022777x1_img024.jpg$	Go to www.virtualshareholdermeeting.com/NAVI2021. Vote must be submitted by the close of polls during the Annual Meeting.

2021 Proxy Statement

How do proxies work?

Navient’s Board of Directors is requesting your proxy. Giving your proxy means that you authorize the persons named as proxies therein to vote your shares at the Annual Meeting in the manner you specify in your proxy (or to exercise their discretion as described herein). If you hold your shares as a record holder and sign and return a proxy card but do not specify how to vote on a proposal, the persons named as proxies will vote your shares in accordance with the Board of Directors’ recommendations. The Board of Directors has recommended that shareholders vote:

●

~~“FOR”~~~~the election of each of the director nominees named in Proposal 1;~~

“FOR” the election of each of the director nominees named in Proposal 1;

●

~~“FOR”~~~~ratification of the appointment of Navient’s independent registered public accounting firm, as set forth in Proposal 2;~~

“FOR” ratification of the appointment of Navient’s independent registered public accounting firm, as set forth in Proposal 2; and

●

~~“FOR”~~~~approval, on a non-binding advisory basis, of the compensation paid to our named executive officers as set forth in this proxy statement, as set forth in Proposal 3; and~~

●

“~~FOR”~~~~approval of certain amendments to the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan.~~

“FOR” approval, on a non-binding advisory basis, of the compensation paid to our named executive officers as set forth in this proxy statement as Proposal 3.

Giving your proxy also means that you authorize the persons named as proxies to vote on any other matter properly presented at the Annual Meeting in the manner they determine is appropriate. Navient does not know of any other matters to be presented at the Annual Meeting as of the date of this proxy statement.

Can I change my vote?

Yes. If you hold your shares as a record holder, you may revoke your proxy or change your vote at any time prior to the final tallying of votes by:

●

~~Delivering a written notice of revocation to Navient’s Corporate Secretary at the Office of the Corporate Secretary, 123 Justison Street, Wilmington, Delaware 19801;~~

Delivering a written notice of revocation to Navient’s Corporate Secretary at the Office of the Corporate Secretary, 123 Justison Street, Wilmington, Delaware 19801;

●•

Submitting another timely vote via the Internet, by telephone or by mailing a new proxy (following the instructions listed under the “How do I vote?” ~~section)~~section above); or

●•

~~Attending~~If you are eligible to vote during the Annual Meeting, you also can revoke your proxy or voting instructions and change your vote during the Annual Meeting by logging into the website at www.virtualshareholdermeeting.com/NAVI2021 and following the voting ~~in person.~~instructions.

If your shares are held in street name, you need to contact your broker, bank, trustee or nominee for instructions on how to revoke or change your voting instructions. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of quorum at the Annual Meeting.

What constitutes a quorum?

A quorum of shareholders is necessary to transact business at the Annual Meeting. A quorum will exist when the holders of a majority of the shares of Common Stock entitled to vote are deemed present ~~in person~~ or represented by proxy, including proxies on which abstentions (withholding authority to vote) are indicated. Abstentions and broker non-votes will be counted in determining whether a quorum exists.

~~2017~~2021 Proxy Statement

What vote is necessary to approve each matter to be voted on at the Annual Meeting?

The following table provides a summary of the voting criteria for the Board’s voting recommendations for the matters on the agenda for the ~~2017~~2021 Annual Meeting:

~~VOTING MATTERS AND BOARD RECOMMENDATIONS~~

	Proposal	Voting Options	Vote Required for ~~Approval~~	Abstentions	Broker ~~Non-Votes~~	Broker ~~Discretionary~~ ~~Vote~~ ~~Permitted~~	~~Board’s~~Board's Voting ~~Recommendation~~
			Approval		Non-Votes	Discretionary	Recommendation
						Vote
						Permitted

11.	Election of Directors	~~“FOR”~~"FOR" or ~~“AGAINST”~~	Affirmative vote of the	NOT	NOT	NO	FOR
		"AGAINST"	holders of a majority	COUNTED	COUNTED		the election of
			of the votes cast.	~~NOT COUNTED~~			~~NOT COUNTED~~	NO	~~FOR the election of~~ each of the
							director
							nominees

22.	Ratify the appointment ~~of KPMG LLP as Navient’s independent registered public accounting firm for 2017~~	~~“FOR”~~"FOR" or ~~“AGAINST” or “ABSTAIN” from voting~~	Affirmative vote of the ~~holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal.~~	COUNTED ~~as votes Against~~	NOT ~~COUNTED~~	YES	FOR
	of KPMG LLP as	"AGAINST" or	holders of a majority	as votes	COUNTED
	Navient’s independent	"ABSTAIN"	of shares deemed	Against
	registered public	from voting	present or represented
	accounting firm for		by proxy and entitled
	2021		to vote on the
			proposal.

33.	Approve, in a non- ~~binding advisory vote, the compensation paid to Navient’s named executive officers~~	~~“FOR”~~"FOR" or ~~“AGAINST” or “ABSTAIN” from voting~~	Affirmative vote of the ~~holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal.~~	COUNTED ~~as votes Against~~	NOT ~~COUNTED~~	NO	FOR
	binding advisory vote,	"AGAINST" or	holders of a majority	as votes	COUNTED
	the compensation paid	"ABSTAIN"	of shares deemed	Against
	to Navient’s named	from voting	present or represented
	executive officers		by proxy and entitled
			to vote on the
			proposal.

4	~~Approve the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan~~	~~“FOR” or “AGAINST” or “ABSTAIN” from voting~~	~~Affirmative vote of the holders of a majority of shares present in person or represented by proxy and entitled to vote on the proposal.~~	~~COUNTED as votes Against~~	~~NOT COUNTED~~	NO	~~FOR~~

Who will count the vote?

Votes will be tabulated by an independent inspector of elections.

Who can attend the Annual Meeting?

Only shareholders as of the record date, March ~~30, 2017,~~23, 2021, or their duly appointed proxies, may attend. No guests will be allowed to attend the Annual Meeting.

~~2017~~2021 Proxy Statement

~~What do I need to do to attend the Annual Meeting and when should I arrive?~~

The Annual Meeting will be held at Navient’s headquarters located at 123 Justison Street, Wilmington, Delaware 19801 beginning at 8:00 a.m., Eastern Daylight Time. Admission to the Annual Meeting will begin at approximately 7:30 a.m., Eastern Daylight Time.

~~In order to be admitted to the Annual Meeting, you should:~~

●

~~arrive shortly after 7:00 a.m., Eastern Daylight Time, to ensure that you are seated by the start of the Annual Meeting at 8:00 a.m., Eastern Daylight Time;~~

●

~~be prepared to comply with security requirements, which may include, among other security measures, security guards searching all bags and attendees passing through a metal detector;~~

●

~~leave your camera at home because cameras, transmission, broadcasting and other recording devices, including smartphones, will not be permitted in the meeting room; and~~

●

bring photo identification, such as a driver’s license, and proof of ownership of Common Stock on the record date, March 30, 2017. If you are a holder of record, the top half of your proxy card or your Notice of Internet Availability is your admission ticket. If you hold your shares in street name, a recent brokerage statement or a letter from your bank, broker, trustee or other nominee are examples of proof of ownership. If you want to vote your shares held in street name in person, you must obtain a legal proxy in your name from the broker, bank, trustee or other nominee that holds your shares of Common Stock.

~~Any holder of a proxy from a shareholder must present a properly executed legal proxy and a copy of the proof of ownership.~~

~~If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting.~~

~~2017 Proxy Statement~~

Overview of Proposals

This proxy statement contains ~~four~~three proposals requiring shareholder action, each of which is discussed in more detail below.

●

~~Proposal 1 requests the election of the director nominees named in this proxy statement to the Board of Directors.~~

Proposal 1 requests the election of the director nominees named in this proxy statement to the Board of Directors.

●

~~Proposal 2 requests ratification of the appointment of KPMG LLP as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2017.~~

Proposal 2 requests ratification of the appointment of KPMG LLP as Navient’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

●

~~Proposal 3 requests the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers as set forth in this proxy statement.~~

●

~~Proposal 4 requests approval of certain amendments to our Amended and Restated 2014 Incentive Compensation Plan.~~

Proposal 3 requests the approval, in a non-binding advisory vote, of the compensation paid to our named executive officers as set forth in this proxy statement.

~~2017~~2021 Proxy Statement

Proposal 1 — Election of Directors

Under ~~Navient’s~~the Navient Bylaws (the “Bylaws”), the Board of Directors has the authority to determine the size of the Board of Directors and to fill any vacancies that may arise prior to the next annual shareholder meeting. Although the Board has the authority to change ~~the~~its size at any time, currently the Board has ~~determined that~~set the ~~maximum number~~size of ~~directors shall not exceed 13.~~our Board at 9.

On April ~~4, 2017,~~1, 2021, the Nominations and Governance Committee recommended and the Board of Directors nominated the following directors for election at the Annual Meeting:

~~John K. Adams, Jr.~~
Frederick Arnold

Anna Escobedo Cabral
~~William M. Diefenderfer, III~~
~~Diane Suitt Gilleland~~

Larry A. Klane

Katherine A. Lehman

Linda A. Mills

John (Jack) F. Remondi

Jane J. Thompson

Laura S. Unger
~~Barry L. Williams~~

David L. Yowan

Biographical information and qualifications and experience for each nominee ~~appears~~appear beginning on the next page.

In addition to fulfilling the general criteria for director nominees described in the section titled “Nominations Process,” each nominee possesses experience, skills, attributes and other qualifications that the Board of Directors has determined support its oversight of Navient’s business, operations and structure. These qualifications are discussed beginning on the next page along with biographical information regarding each member of the Board of Directors being nominated, including each individual’s age, principal occupation and business experience during the past five years. Information concerning each director is based in part on information received from him or her and in part from Navient’s records.

All nominees listed above have consented to being named in this proxy statement and to serve if elected. Should any nominee subsequently decline or be unable to accept such nomination to serve as a director, an event that the Board of Directors does not now expect, the Board of Directors may designate a substitute nominee or the persons voting the shares represented by proxies solicited hereby may vote those shares for a reduced number of nominees. If the Board of Directors designates a substitute nominee, persons named as proxies will vote“FOR” that substitute nominee.

Navient’s Bylaws generally provide that the election of a director nominee will be by a majority of the votes cast and voting affirmatively or negatively with respect to the nominee at a meeting for the election of directors at which a quorum is present. Accordingly, a director nominee will be elected to the Board of Directors if the number of shares voted“FOR” the nominee exceeds the number of votes cast“AGAINST” the nominee’s election, without regard to abstentions or broker non-votes. Shares that are not voted affirmatively or negatively in the election of directors, including abstentions and broker non-votes, ~~therefore~~ have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum.

If any director nominee fails to receive a majority of the votes cast“FOR” in an uncontested election, that nominee has agreed to automatically tender his or her resignation upon certification of the election results. If such an event were to occur, Navient’s Nominations and Governance Committee will make a recommendation to the Board of Directors on whether to accept or reject such nominee’s resignation. The Board of Directors will act on the recommendation of the Nominations and Governance Committee and publicly disclose its decision and the rationale behind it within 90 days from the date of certification of the election results.

~~2017~~2021 Proxy Statement

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

Name and Age
Service as a Director		Position, Principal Occupation, Business Experience and Directorships

~~Jack Remondi, 54~~		~~President and Chief Executive Officer~~ ~~Navient Corporation~~ ~~Other Professional and Leadership Experience:~~ ~~Chairman, Reading is Fundamental~~ ~~Trustee, Nellie Mae Education Foundation~~
		~~Directorships of Other Public Companies:~~ ~~Cubesmart Real Estate Investment Trust — 2009 to present~~
~~Director since~~ ~~May 2013~~		~~SLM Corporation — former Board Member~~ ~~Skills, Experience and Qualifications:~~ Mr. Remondi has been the Company’s President and Chief Executive Officer since April 2014. He was SLM Corporation’s President and Chief Executive Officer from May 2013 to April 2014, President and Chief Operating Officer from January 2011 to May 2013 and its Vice Chairman and Chief Financial Officer from January 2008 to January 2011. Mr. Remondi’s nearly 30-year history in the student loan and business services industry with Navient and its predecessors, in a variety of leadership roles, including as chief executive officer, chief operating officer and chief financial officer, enables him to bring to our Board of Directors a unique historical perspective of Navient, its operations and the evolution of the student loan industry. Mr. Remondi also brings valuable insights to the Board of Directors in the areas of finance, accounting, portfolio management, business operations and student/consumer lending. He has the in-depth knowledge of our industry, customers, investors and competitors, as well as the relationships, to lead our company.

Jack Remondi, 58

Director since

May 2013

President and Chief Executive Officer

Navient Corporation

Directorships of Other Public Companies:

CubeSmart Real Estate Investment Trust (NYSE: CUBE) — 2009 to present

Former Directorships of Other Public Companies:

SLM Corporation

Other Professional and Leadership Experience:

Chairman, Reading is Fundamental

Trustee, Nellie Mae Education Foundation

Skills, Experience and Qualifications:

Mr. Remondi has been the Company’s President and Chief Executive Officer since April 2014. He was SLM Corporation’s President and Chief Executive Officer from May 2013 to April 2014, President and Chief Operating Officer from January 2011 to May 2013 and its Vice Chairman and Chief Financial Officer from January 2008 to January 2011.

Mr. Remondi has a nearly 30-year history in the student loan and business services industry with Navient and its predecessors, in a variety of leadership roles, including as chief executive officer, chief operating officer and chief financial officer. He has the in-depth knowledge of our industry, customers, investors and competitors, as well as the relationships, to lead our company. Mr. Remondi brings to our Board of Directors a unique historical perspective of Navient, its operations and the evolution of the student loan industry, and he provides valuable insights to our Board in the areas of finance, accounting, portfolio management, business operations and student/consumer lending.

~~2017~~2021 Proxy Statement

~~Mr. Williams’ experience leading an investment~~

Name and consulting firm, combined with other leadership roles in business, brings management, leadership, and business skills to our Board of Directors. His experience in numerous areas, including financial, audit, operations and real estate, when combined with his serviceAge
Service as a director of a number of public companies, including service on several audit, governance and compensation committees, enables him to provide relevant and actionable insights in the areas of finance, financial services, business operations, capital markets and corporate governance.

Director

~~David L. Yowan, 60~~

~~Director since~~
~~March 2017~~

~~Consumer Financial Services Executive~~

Position, Principal Occupation, Business ~~Experience:~~

~~Executive Vice President and Treasurer, American Express Company — 2006 to present Senior Treasury Management, American Express Company — 1999 to 2006~~

~~Senior Vice President, North American Consumer Bank Treasury, Citigroup — 1987 to 1998~~

~~Skills,~~ Experience and ~~Qualifications:~~Directorships

Mr. Yowan’s extensive experience in consumer financial services including his long tenure with the world’s foremost payment card issuer make him a valuable addition to Navient’s Board of Directors. As a recent addition to the Board, Mr. Yowan’s expertise in risk management, balance sheet management, asset securitization and strategy make him ideally suited to assist the Board in overseeing financial, operational and credit risk management.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED ABOVE.

The Board of Directors believes strong corporate governance is critical to achieving Navient’s performance goals, enhancing shareholder value, and to maintaining the trust and confidence of investors, employees, regulatory agencies and other stakeholders.

The Board of Directors’ Governance Guidelines (the “Guidelines”) are reviewed, at least annually, by the Nominations and Governance Committee. The Guidelines ~~are published~~can be found atwww.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary atcorporatesecretary@navient.com. The Guidelines, along with Navient’s Bylaws, embody the following governance practices, among others:

The ~~Board is preparing for anticipated director retirements that will result from a combination of the Board’s tenure and age limits. As part of this process, the~~ Nominations and Governance Committee ~~at the direction of the Board, has conducted~~routinely conducts an assessment of director skillsets in light of the Company’s present and future ~~businesses.~~businesses to ensure Board effectiveness. The Chair of the Board ~~anticipates additional individuals will be recruited as directors~~and the Chair of the Nominations and Governance Committee also meet with each director on an annual basis to assess Board effectiveness and engage in ~~order to supplement the skills of our directors~~discussions regarding Board succession planning and ~~to have the Board’s performance and experience be fully matrixed across all known and anticipated needs.~~director recruiting.

The Board of Directors has separated the roles of ~~Chairman~~Chair of the Board of Directors and Chief Executive Officer, and the Board ~~of Directors~~ continues to believe that this structure properly balances the Board’s management and governance responsibilities. The Board of Directors also believes that its leadership structure has created an environment of open, ~~efficient~~transparent communication between the Board ~~of Directors~~ and management, enabling the Board ~~of Directors~~ to maintain an active, informed role in oversight by being able to monitor ~~and manage~~ those matters that may present significant risks to Navient.

While it is the opinion of the Board of Directors that its leadership structure is appropriately balanced between promoting Navient’s strategic development with the Board’s management oversight function, asin the future, when the Board contemplates ~~both~~either CEO succession ~~and Chairman of the~~or Board Chair succession, it may choose to change this ~~separation~~governance structure at any time.

Our Board Governance Guidelines provide that no individual is eligible for nomination to the Board after the earlier to occur of (i) their 75th birthday or, (ii) after they have served more than 20 years on the Board.¹ The Board actively engages in succession planning and director recruiting to ensure that the size of the Board and the skills of the directors continue to align with our business strategy and the environment in which we operate. Each year the Chair of the Board and the Chair of the Nominations and Governance Committee meet with each director to engage in discussions regarding Board succession planning and director recruiting. In recruiting new directors, the Board seeks to achieve a diversity of gender, age, race, ethnicity, perspectives and experience.

We have succession plans and talent management ~~processes~~programs in place for our Chief Executive Officer and for our team of senior executives. Our senior management succession planning process is an organization-wide practice designed to proactively identify, develop and retain the leadership ~~talent~~ that is critical for future business success. We also look to promote diversity within our management team—in terms of gender, race, ethnicity, perspectives and other factors—as part of the management succession planning process.

¹Our Board Governance Guidelines state: “…individuals will not be nominated for election to the Board after the earlier to occur of (i) their 75th birthday or, (ii) after they have served more than 20 years on the Board.”

The succession plan for our Chief Executive Officer is reviewed regularly by the Compensation and Personnel Committee and the other independent directors. The plan identifies a “readiness” level ~~and ranking~~ for each internal candidate and also incorporates the flexibility to define an external hire as a succession option. Formal succession planning for the rest of our senior leaders is also ~~a regular~~an ongoing process, which includes identifying a ~~rank and~~ readiness level for each potential internal candidate and strategically planning for external hires for positions where ~~for example,~~ gaps, if any, are identified.

~~In 2016, our Board re-examined emergency CEO and senior management succession planning in extraordinary circumstances.~~ Our emergency CEO succession ~~planning~~plan is intended to ~~enable our company to~~ respond to an immediate and unexpected position ~~vacancies,~~vacancy, including ~~those~~ resulting from a major ~~catastrophe, by continuing our company’s~~catastrophe. The plan allows the Company to continue safe and sound operation and ~~minimizing~~minimizes potential disruption or loss of continuity to ~~our company’s~~ business and operations.

For a director to be considered independent, the Board of Directors must determine that the director does not have any direct or indirect material relationship with Navient ~~(or, until May 1, 2016,~~that would interfere with ~~SLM Corporation).~~the director’s exercise of independent judgment or that would render the director incapable of making a decision with only the best interests of the Company in mind. The Board of Directors has adopted the Guidelines, which include the standards for determining director ~~independence which~~independence. In addition to Delaware law requirements, the Guidelines conform to the independence requirements of Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Nasdaq listing standards. The Guidelines ~~are published~~can be found atwww.navient.com under “Investors, Corporate Governance” and a written copy may be obtained by contacting the Corporate Secretary atcorporatesecretary@navient.com.

At the end of ~~2016,~~2020, the Board of Directors was comprised of 119 members, 108 of whom were affirmatively determined to be independent. ~~David L. Yowan was appointed to the Board on March 30, 2017 to fill a vacancy created by the resignation or retirement of certain directors.~~ The independent members of the Board of Directors at the end of fiscal ~~2016~~2020 were: ~~John K. Adams Jr.;~~Frederick Arnold; Anna Escobedo Cabral; ~~William M. Diefenderfer, III; Diane Suitt Gilleland;~~Larry A. Klane; Katherine A. Lehman; Linda A. Mills; ~~Barry A. Munitz;~~ Jane J. Thompson; Laura S. Unger; and ~~Barry~~David L. ~~Williams.~~Yowan. During ~~2016,~~2020, and again in 2021, the Board of Directors determined that each of these individuals met the Nasdaq listing standards and Navient’s own director independence standards. In addition, the Board of Directors considered transactions and relationships between each director and any member of his or her immediate family on one hand, and Navient, on the other, to confirm that there were no transactions or relationships that would impair such director’s independence. Only Mr. Remondi was determined not to be independent under the Guidelines or the Nasdaq listing standards. Upon the appointment of Mr. Yowan to the Board in March of 2017, the Board of Directors determined that he also was independent in accordance with all applicable independence standards.independent.

Each member of the Board of Directors’ Audit, Compensation and Personnel, and Nominations and Governance Committees is independent within the meaning of the Nasdaq listing standards, Rule 10A-3 of the Exchange Act ~~Rule 10A-3~~ and Navient’s own director independence standards.

The full Board of Directors met ~~eight~~33 times in ~~2016.~~2020. Each of our incumbent directors attended at least ~~75 percent~~91% of the total number of ~~meetings of the~~ Board ~~of Directors~~ and ~~committees~~committee meetings during his or her tenure on ~~that committee. Our directors on average attended 96 percent of all meetings of~~ the Board ~~of Directors~~ and applicable committees, with the average attendance across all our incumbent directors being 98.4% in ~~2016. Other than Mr. Williams, all of our~~2020. All directors attended the Company’s ~~2016~~2020 annual meeting of ~~shareholders. All of our directors are expected to attend~~shareholders, other than Marjorie L. Bowen, who served on the ~~2017~~Board in 2020 but did not stand for reelection at the 2020 Annual Meeting.

The Board of Directors has established the following standing committees to assist in its oversight responsibilities: an Audit Committee, a Compensation and Personnel Committee, a Nominations and Governance Committee, a ~~Finance and Operations~~Risk Committee, and an Executive Committee. In 2020, the Board replaced an existing standing committee, the Finance and Operations Committee, with a new Risk Committee. The Risk Committee focuses primarily on oversight of the Company’s enterprise risk management infrastructure, including oversight of information security and cybersecurity matters. In connection with establishing the Risk Committee, the Nominations and Governance Committee reallocated the duties of the other standing committees to shift certain risk oversight responsibilities to this new committee, with other oversight responsibilities moving

to the full Board. To better reflect the broad oversight responsibilities of the Compensation and Personnel Committee with respect to our workplace—including oversight of our strategy for promoting diversity, equity and inclusion in the workplace—the Board has committed to renaming this standing committee in 2021 the Compensation and Human Resources Committee.

Each standing committee is governed by a Board-approved written charter, which is evaluated annually, and which sets forth the respective committee’s functions and responsibilities. Membership of each of the committees is also changed as part of a regular rotation. Investors may find the current membership of the Board’s standing committees at~~http:~~https://www.navient.com/~~about/~~investors/~~corp_governance/~~corporate-governance/.

~~For 2016,~~In 2020, as part of the Board’s regular governance practice, an 18-month work-plan was created from the charters of the Audit, Compensation and Personnel, Nominations and Governance, and ~~Finance and Operations~~Risk Committees so that the responsibilities of each committee would be addressed at appropriate times throughout the year. These work-plans will be reviewed and revised as ~~appropriate~~a matter of course in ~~2017.~~2021. Agendas for committee meetings are developed based on each committee’s work-plan together with other current matters the Board chair, the committee chair or management believes should be addressed at the meeting. The chair of each committee provides regular reports to the Board of Directors regarding the subject of the committee’s meetings and any committee actions.

The following table sets forth the membership and number of meetings held for each committee of the Board of Directors during ~~2016.~~2020. This table reflects the membership of each committee as of December 31, ~~2016.~~2020.¹² ~~Mr. Yowan joined the Board~~

¹Steven L. Shapiro served as a member of the Board, Compensation and Personnel Committee and the Nominations and Governance Committee during 2016 until his retirement from the Board in May 2016. Ann Torre Bates was a member of the Board and Chair of the Audit Committee until May 25, 2016, at which time she became Chair of the Nominations and Governance Committee. She continued to serve on the Audit Committee until her resignation from the Board on August 16, 2016.

~~in March 2017 and is a member of the Audit Committee and the Finance and Operations Committee.~~ It is the practice of the Board to hold its regular committee meetings in conjunction with the regular meetings of the Board. Given the Audit Committee’s responsibilities relating to our financial statements and financial reporting, it is expected that the Audit Committee will meet more often than the other committees.

The Chair of the Nominations and Governance Committee, Mr. Munitz, is not standing for re-election to the Board and will be retiring effective May 25, 2017. The Board has determined that, effective May 24, 2017, Ms. Unger will be the Chair of the Nominations and Governance Committee and Ms. Escobedo Cabral will be the Chair of the Audit Committee.

This chair succession is part of a deliberate succession and rotation plan begun by the Board of Directors in 2015. The Board reserves the right to assess each committee’s needs and the skills, expertise and other qualifications when naming a new chair, and may name another director as the chair of that committee.

The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the ~~Securities~~ Exchange ~~Act of 1934 (the “Exchange Act”).~~Act. During ~~2016,~~2020, the Audit Committee, as set forth in its charter, assisted the Board of Directors in fulfilling its responsibilities by providing oversight relating to: (1) the integrity of Navient’s financial statements; (2) the Company’s system of internal controls; (3) the qualifications, performance and independence of Navient’s independent registered accounting firm; (4) the performance of the Company’s internal audit function; (5) risks related to Navient’s compliance, legal and regulatory matters; and (6) the review of related party transactions. In addition, the Audit Committee reviews the Company’s procedures for the receipt, retention and handling of confidential, anonymous complaints pertaining to accounting, internal accounting controls and auditing matters, including procedures for the periodic review of violations or waivers of compliance with the Company’s Code of Business Conduct, and prepares the report of the Audit Committee for Navient’s annual proxy statement, as

²Marjorie L. Bowen served on the Board in 2020 but did not stand for reelection at the 2020 Annual Meeting. During her tenure on the Board, Ms. Bowen served on the Audit Committee and the Nominations and Governance Committee.

required by the SEC. The Board of Directors has determined that two members of the Audit ~~Committee—~~Committee, Mr. Yowan, the Committee Chair, and Mr. ~~Adams—are qualified~~Arnold, qualify as audit committee financial experts, as that term is defined under the rules promulgated by the SEC. During ~~2016, none~~2020, no member of the Audit Committee ~~members~~ served on the audit committee of more than three public companies.

Pursuant to the provisions of its charter, which can be found on our website in full, the primary responsibilities of the Compensation and Personnel Committee (also referred to herein as the “Compensation Committee”) during ~~2016~~2020 were to: (1) approve or recommend, as appropriate, compensation, benefits and employment arrangements for Navient’s Chief Executive Officer and certain other executive officers who report to the CEO (collectively “Executive Management”), and independent members of the Board of Directors; (2) review and approve ~~benefit plans,~~ compensation plans, incentive plans and ~~incentive~~benefit plans applicable to Executive Management; (3) review, approve and administer all equity-based plans of the Company; (4) supervise the administration of employee benefit plans of Navient as required by law or the plan terms or as otherwise appropriate; (5) receive periodic reports regarding the Company’s compensation programs as they relate to all employees; (6) review Navient’s management development and recommend to the Board of Directors succession plans applicable to Executive Management; (7) review and consider current and developing compensation and personnel related topics as ~~appropriate;~~appropriate, including performance management, leadership development, turnover and retention, diversity, and employee engagement; (8) review Navient’s strategy for promoting diversity, equity and inclusion in the workplace; and (9) prepare the report of the Compensation Committee for inclusion in this proxy statement, as required. The Compensation Committee, in coordination with the Audit Committee, also ~~reviewed~~reviews the report of management on the potential risks arising from Navient’s compensation policies and practices to determine whether such policies and practices are reasonably likely to have a material adverse effect on the Company.

The Compensation Committee considers executive officer and director compensation on an annual basis. In January or February of each year, after consultation with the independent ~~chairman~~chair and other independent directors, as well as its independent consultant, if one has been retained, the Compensation Committee ~~sets~~approves the compensation of the Chief Executive Officer and Executive Management. At that time, the Compensation Committee also makes a recommendation to the Board of Directors regarding director compensation. The Compensation Committee ~~reviewed~~reviews executive compensation as described in the “Compensation Discussion and ~~Analysis.”~~Analysis” section of this proxy statement. In addition, throughout the year, the Compensation Committee considers executive compensation consistent with its responsibilities, as warranted by any personnel changes.

During 2020, the Risk Committee assisted the Board of Directors, as required by its charter, by providing oversight with respect to: (1) the Company’s Enterprise Risk Management policy, standards and program; (2) material corporate finance matters, including investments, mergers and acquisitions, capital management, financing and funding strategy; (3) technology operations, information security and cybersecurity matters; (4) marketing and product development; (5) the Company’s lending programs; and (6) the Company’s information security program and cybersecurity. The Risk Committee also reviewed the financial risk profile of Navient, including capital market access, credit, interest rate, currency and programmatic/contractual risks and reviewed with management steps to manage those risks.

In accordance with its charter, the Nominations and Governance Committee assists the Board of Directors in establishing appropriate standards for the governance of Navient, the operations of the Board of Directors generally and the qualifications of directors. It recommends to the Board of Directors the director nominees for the annual meeting of shareholders; oversees the orientation of new directors and the ongoing education of the Board; recommends director assignments to the Board’s standing committees; oversees the Company’s reputational and political risks, including environment, social and governance (“ESG”) risks; supervises the Board’s self-evaluation and succession process; and reviews and recommends changes to the Board’s Governance Guidelines. Additionally, the Nominations and Governance Committee routinely benchmarks the Company’s governance practices against industry best practices and makes appropriate changes when necessary.

Each of the Committees’ charters is available at www.navient.com under “Investors, Corporate Governance.” Shareholders may obtain a written copy of a committee charter by contacting the Corporate Secretary at corporatesecretary@navient.com or Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801.

Since its creation, membership of the Executive Committee has included the committee chairs, the Chief Executive Officer and the ~~chairman.~~Board chair. Under its charter, the Executive Committee has authority to act on behalf of the Board of Directors when the full Board of Directors is not available, ~~assists the Board of Directors in fulfilling its oversight responsibilities with regard to establishing risk tolerances and parameters for Navient,~~ and oversees the allocation of risk oversight responsibilities among Board committees.

During 2016, the Finance and Operations Committee assisted the Board of Directors, as required by its charter, by providing oversight with respect to: (1) material corporate finance matters, including investments, acquisitions, capital management, financing and funding strategy; (2) technology and operations; (3) marketing and product development; (4) the Company’s lending programs; and (5) the Company’s information security program and cyber-security. The Finance and Operations Committee also reviewed the financial risk profile of Navient, including capital market access, credit, interest rate and currency risks and reviewed with management steps to manage those risks.

In accordance with its charter, the Nominations and Governance Committee assisted the Board of Directors in establishing appropriate standards for the governance of Navient, the operations of the Board of Directors and the qualifications of directors during 2016. It has recommended to the Board of Directors the director nominees for the annual meeting of shareholders. The Nominations and Governance Committee also supervised the evaluation of the Board of Directors and reviewed and recommended changes to the Guidelines to the Board of Directors. In 2016, the Nominations and Governance Committee, in conjunction with the ~~Executive~~Audit Committee, it also ~~oversaw a complete review of~~reviews with management the ~~committee charters~~Company’s quarterly earnings and the responsibilities and oversight duties of each committee. Additionally, in May of 2016, the Nominations and Governance Committee assisted in amending our Board Governance Guidelines to provide that no individual is eligible for nomination to the Board after the earlier to occur of (i) their 75th birthday or, (ii) after they have served more than 20 years on the Board.² ~~In accordance with the director tenure policy, we expect one incumbent non-employee director to retire from the~~

²Our Board Governance Guidelines state: “…individuals will not be nominated for election to the Board after the earlier to occur of (i) their 75th birthday or, (ii) beginning with nominations for election to the Board in 2018 and each year thereafter, after they have served more than 20 years on the Board or the boards of its predecessor companies (other than board service on the government sponsored enterprise, the Student Loan Marketing Association)”.

Board in each of 2017, and 2018 and two non-employee directors in 2020. As our longest-tenured directors retire from the Board, we will continue our director recruitment efforts to help ensure that the size of the Board and the skills of the directors may be maintained. Each of the Committees’ charters is available at~~www.navient.com~~ ~~under “Investors, Corporate Governance.” Shareholders may obtain a written copy of a committee charter by contacting the Corporate Secretary atcorporatesecretary@navient.comor Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801.~~press releases.

During ~~2016,~~2020, the Compensation Committee retained Pearl Meyer as its independent compensation consultant (the “Compensation Consultant”).

The Compensation Consultant reported directly to the Compensation Committee, and the Compensation Committee retained authority to replace the Compensation Consultant or hire additional consultants at any time. A representative from the Compensation Consultant participated in meetings of the Compensation Committee and met with the committee without the presence of management, as requested, and directly communicated with the Chair of the Compensation Committee between meetings. However, the Compensation Committee made all decisions regarding the compensation paid to Navient’s named executive officers.

The Compensation Consultant provided various executive compensation services to the Compensation Committee pursuant to a written consulting agreement with the Compensation Committee. Generally, these services included advising the Compensation Committee on the principal aspects of Navient’s executive and director compensation programs, assisting in the selection of the compensation peer group, providing market information and analysis regarding the competitiveness of our compensation program design, reviewing Navient’s executive compensation disclosures, and informing the Committee about ~~new~~emerging compensation-related regulatory and industry ~~issues as they emerge.~~issues.

During ~~2016,~~2020, and again in ~~2017,~~2021, the Compensation Committee considered the independence of the Compensation Consultant ~~in light of~~under SEC rules and Nasdaq listing standards. The Compensation Committee received a written statement of independence from the Compensation Consultant, which addressed the following factors: (1) other services provided to Navient by the Compensation Consultant; (2) fees paid by the Company as a percentage of the Compensation Consultant’s total revenues; (3) policies or procedures maintained by the Compensation Consultant that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and any member of the Compensation Committee; (5) any Navient Common Stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the Compensation Consultant or the individual consultants involved in the engagement. The Compensation Committee discussed these considerations and concluded that the work of the Compensation Consultant did not raise any conflicts of interest. For more information on the Compensation Committee and the Compensation Consultant, please see the “Compensation Discussion and Analysis” section in this proxy statement.

Ms. ~~Mills,~~Thompson, Mr. Klane, Ms. Lehman, ~~Ms. Thompson~~³and ~~Messrs. Munitz and Williams~~Mr. Yowan were members of the Compensation ~~and Personnel~~ Committee ~~at various times~~ during fiscal year ~~2016.~~2020.³ All members of the Compensation Committee were independent directors, and no member was an employee or former employee of Navient or its affiliates. During fiscal year ~~2016,~~2020, none of Navient’s executive officers served on a compensation committee (or its equivalent) or board of directors of another entity whose executive officer served on the Compensation Committee.

³~~Ms. Thompson was appointed to~~Mr. Yowan served on the Compensation and Personnel Committee onuntil May ~~25, 2016.~~20, 2020, when he became a member of the Audit Committee.

~~The~~Our Board of Directors has the ultimate responsibility for risk oversight under Navient’s Enterprise Risk Management (“ERM”) philosophy and framework. In carrying out this critical responsibility, the Board has designated the Risk Committee as having primary responsibility to assist the Board in the development, maintenance and governance of the company’s ERM policy, standards and program. Other standing committees of the Board are charged with overseeing specific enterprise risks, as described below. The Board and its standing committees ~~oversee Navient’s overall strategic direction, including setting~~are responsible for ensuring we adhere to established risk ~~management philosophy, tolerance~~tolerances and parameters that form a cornerstone of the company’s ERM framework.

The Board has delegated day-to-day responsibility for risk oversight to our Chief Executive Officer and ~~establishing procedures for assessing~~senior management team, who in turn have established the ~~risks~~following management committees to implement this directive: Enterprise Risk and Compliance Committee, Credit and Loan Loss Committee, Asset and Liability Committee, and Incentive Compensation Plan Committee. These internal management committees, described in more detail below, provide regular reports to the Board and its standing committees—either directly or through one or more senior executives. The overall risk governance structure is illustrated below:

The Nominations and Governance Committee regularly reviews the composition and membership of each ~~business line,~~standing committee of the Board and makes recommendations to the Board. Outside of the SEC and Nasdaq requirements for eligibility to serve on certain committees, such as the Audit Committee and the Compensation and Personnel Committee, the Nominations and Governance Committee actively considers each committee’s responsibilities, as outlined in its charter, as well as the risk management practices the management team develops and utilizes. This risk management framework is reviewed periodically in light of the Company’s short- and long-term strategies and the major risks and issues facing the Company. Management escalates to the Board of Directors any significant departures from established tolerances and parameters and reviews new and emerging risks.individual director skillsets when deciding which directors will serve on specific standing committees.

Navient employs a Risk Appetite Framework ~~which defines~~to identify the most significant risks ~~impacting~~that could impact our business and provides athe process for evaluating and quantifying ~~such~~those risks. ~~Our~~ The Risk Appetite Framework defines the type and degree of risk Navient is able and willing to assume, given its business objectives, contractual and other legal requirements, and obligations to stakeholders. As noted below, our Risk Appetite Framework segments enterprise risk into nine enterprise risk domains.

Enterprise Risk Committee is a management-led committee that monitors approved risk limits and thresholds to ensure our businesses are operating within approved risk parameters. Through ongoing monitoring of risk exposures, management endeavors to identify potential risks and develop appropriate responses and mitigation strategies. Domains

Our Risk Appetite Framework segments Navient’s enterprise risks across nine enterprise risk domains: (1) ~~credit;~~Credit; (2) ~~market;~~Market; (3) ~~funding~~Funding and ~~liquidity;~~Liquidity; (4) ~~compliance;~~Compliance; (5) ~~legal;~~Legal; (6) ~~operational;~~Operational; (7) ~~reputational/political;~~Reputational and Political; (8) ~~governance;~~Governance; and (9) ~~strategy. Management escalates to~~Strategy. These risk domains are disclosed in our Form 10-K and proxy statements filed with the SEC. As noted above, our Board of Directors ~~any significant departures from established tolerances and parameters and reviews new and emerging risks.~~has the ultimate responsibility for risk oversight for Navient’s ERM framework.

The Board has assigned oversight responsibility for each risk domain to one or more of ~~Directors’ Risk Oversight Structure~~its standing committees. These risk oversight responsibilities are spelled out in each standing committee’s charter. Investors can find the charter of each committee on our website at https://www.navient.com/investors/corporate-governance/.

Each of the enterprise risk domains is described below, along with the standing committee(s) responsible for risk oversight.

The ~~Finance and Operations~~Board of Directors, through the Risk Committee, ~~as part of its oversight responsibilities for cyber-security,~~plays an important role in overseeing the Company’s cybersecurity risk management. The Risk Committee receives regular briefings from the Company’s Chief Information Security ~~Officer.~~Officer relating to the most recent developments in cybersecurity prevention, detection, response and recovery as well as updates on breaches and exploitations, both successful and unsuccessful, at other companies.

Additional information about how we actively manage risk for our stakeholders, including our customers, clients, employees, and shareholders, can be found on the Governance Documents & Reports section of our website at https://www.navient.com/investors/corporate-governance/ in a report titled “Meeting Our Commitment: A Report on How Navient Manages Risk.”

Navient maintains an internal Incentive Compensation Plan Committee (the “ICP Committee”) that conducts an annual risk review and assessment of ~~all~~ the various incentive compensation plans covering our employees—including plans that cover our ~~NEOs—~~named executive officers—to ensure that our employees are not ~~incented~~incentivized to take inappropriate risks which could impact our financial position and controls, reputation and operations. Our Chief Risk &and Compliance Officer, Chief Legal Officer, Chief

Audit Officer and Chief Human Resources Officer serve on the ICP Committee, along with other senior business leaders. The ICP Committee presented its annual findings to ~~a joint session of~~ the Compensation Committee and the Audit Committee in early ~~2017,~~2021, and the Compensation Committee determined that the Company’s incentive compensation programs do not encourage or create unnecessary risk-taking, and that the risks arising from the programs are not reasonably likely to have a material adverse effect on the Company. The ICP Committee will continue to monitor our incentive compensation plans, as well as the plan governance structure put in place to mitigate risks associated with the plans, to ensure that our incentive compensation practices properly ~~incent~~incentivize our employees and reflect industry best practices.

As described earlier in this proxy statement, the Board actively engages in succession planning and director recruiting to ensure that the size of the Board and the skills of the directors continue to align with our business strategy and the environment in which we operate. The Nominations and Governance Committee considers director candidates recommended by shareholders and also receives suggestions for candidates from Board members or third parties. The Nominations and Governance Committee has, from time to time, engaged and may ~~also~~continue, in the future, to engage third-party search firms to assist in identifying director candidates.

Candidates are evaluated based on the needs of the Board of Directors and Navient at that time, given the then-current mix of Board members, their individual skills and experiences relative to the Company’s business strategy, and the Nominations and Governance Committee’s desire to bring additional skills or experiences to the Board. While Navient does not have a formal Board diversity policy, the Board of Directors actively seeks representation that reflects gender, race, ethnic, age and geographic diversity, as ~~reflected in the Guidelines.~~well as a diversity of perspectives and experience. The Nominations and Governance Committee, through its charter, is charged with reviewing the composition, skills and diversity of the Board of Directors, and as part of the process, the Nominations and Governance Committee incorporates into the Board of Directors’ annual evaluation process, the opportunity for each Board member to provide input regarding the current and desired composition of the Board of Directors and desired attributes of Board members. The minimum qualifications and attributes that the Nominations and Governance Committee believes a director nominee must possess include:

In addition, the Nominations and Governance Committee believes the Board of Directors collectively should encompass a mix of skills and expertise in the following areas:

The Nominations and Governance Committee considers and evaluates candidates recommended by shareholders in the same manner that it considers and evaluates all other director candidates. In March of 2017, the Nominations and Governance Committee recommended the appointment of David L. Yowan to the Board of Directors to fill a vacancy. The Board of Directors approved the appointment of Mr. Yowan to the Board on March 30, 2017. To recommend a candidate, shareholders should send, in writing, the candidate’s name, credentials, contact information, and his or her consent to be considered as a candidate to the ~~Chairman~~Chair of the Nominations and Governance Committee atcorporatesecretary@navient.com or c/o Corporate Secretary, Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801. The shareholder should also include his or her contact information and a statement of his or her share ownership. A shareholder wishing to nominate a candidate must comply with the notice and other requirements described under “Shareholder Proposals for the ~~2018~~2022 Annual Meeting” in this proxy statement.

The Company will include in its proxy statement and on its form of proxy card, the name of a director nominee submitted by an “Eligible Holder” who provides the information and satisfies the other provisions of the Company’s bylaws. To qualify as an “Eligible Holder,” a shareholder or a group of no more than 20 shareholders must have continuously owned at least three percent (3%) of the outstanding shares of the Company’s Common Stock entitled to vote in the election of directors for a period of at least three years and thereafter continue to own the shares through the Company’s annual meeting. There are no proxy access board nominees for the 2021 Annual Meeting. A complete version of the Company’s Second Amended and Restated Bylaws can be found on the Corporate Governance page of our website at the following location: https://www.navient.com/investors/corporate-governance/.

The Nominations and Governance Committee oversees the orientation of new directors and the ongoing education of the Board. As part of Navient’s director orientation program, new directors participate in one-on-one introductory meetings with Navient business and functional leaders and are given presentations by members of senior management on Navient’s strategic plans, financial statements and key issues, policies and practices. In addition, ~~new~~ directors receive education on ~~their~~ governance and director fiduciary ~~duties.~~duties and expectations. Directors may enroll in director continuing education programs on corporate governance and critical issues associated with a director’s service on a public company board. Navient makes aan annual stipend available to each director ~~to pay all or a portion of~~towards the expenses of these programs. Our senior management meets regularly with the Board and meets annually to review with the Board the operating plan of the Company and each of our

strategic business groups. The Board also ~~periodically~~regularly participates in ~~site~~full Board educational programs and visits to Navient ~~facilities.~~operation centers.

~~Shareholder Engagement~~Our Commitment to Environment, Social and ~~Communications with the Board~~Governance (“ESG”) Matters

~~Our CEO, Chief Financial Officer,~~We recognize the importance of ESG matters to our investors. We have a long-standing commitment to the communities where we live and ~~Vice President~~work, the environment, our employees, our customers and other stakeholders. Highlights of ~~Investor Relations, together with other members~~our commitment and approach to ESG matters are described below. Additional information appears on the About Us section of ~~management, meet periodically with investors to discuss Navient’s strategy~~ our website at https://about.navient.com and ~~financial and business performance, and to update investors~~in our Corporate Social Responsibility Report found on ~~key developments. During 2016, Navient held meetings with over 200 investors and potential investors. In addition, we routinely seek~~ our ~~shareholders’ views on governance and compensation matters.~~website.

Shareholders and other interested parties may submit communications to the Board of Directors, the non-management directors as a group, the Chairman or any other individual member of the Board of Directors by contacting the Chairman of the Board in writing at~~corporatesecretary@navient.com~~ ~~or c/o Corporate Secretary, Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801.~~Environment

In ~~general,~~our facilities, we incorporate energy-efficient building support systems and corporate-sponsored recycling programs. Navient also is proactive in reducing travel-related emissions by providing video teleconferencing in its facilities, conference and training spaces. We make it easy for our millions of clients and customers to “go paperless” with us, reducing the ~~Corporate Secretary forwards all such communications~~natural resources needed to ~~the Chairman. The Chairman in turn determines whether the communications should be forwarded to other members of the Board~~print and if so, forwards them accordingly. However, for communications addressed to a particular member of the Board, the Chair of a particular Board committee or the non-employee directors as a group, the Corporate Secretary forwards those communications directly to those individuals.mail hardcopy communications.

~~The directors have requested~~Our Employees, Our Customers and Our Communities

We are committed to creating a workplace where employees are welcomed and respected for who they are as individuals. We believe that ~~communications~~our employees and workplace thrive when we are authentically inclusive. We grow and innovate the best when we embrace a rich diversity that ~~do not directly relate~~reflects the customers and communities we serve. We are committed to ~~their duties~~listen, learn, and ~~responsibilities~~take action against acts of inequity and injustice. Through our diversity, equity and inclusion strategy, our employees lead and participate in initiatives such as our ~~directors be excluded from distribution. Such excluded items include “spam,” advertisements, mass mailings, form letters~~Inclusion & Diversity Council, employee resource teams, and ~~email campaigns that involve unduly large numbers~~diversity, equity and inclusion education and awareness campaigns. We provide education finance solutions to help people pursue higher education and successfully manage their finances. We have aided millions of ~~similar communications, solicitations for goods, services, employment or contributions, surveys~~households on their path toward success. As a student loan servicer, we support people to successfully manage their student loan payments and individual product inquiries or complaints. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will be screened for omission. Any omitted or deleted communications will be made available to any director upon request.build good credit. We also help federal student loan borrowers access federal benefits such as income-driven repayment, loan forgiveness and military benefits.

*Analysis of the FY 2017 Cohort Default Rate released by the U.S. Department of Education in 2020.

We support the communities where we live and work. Building on our focus to help people along the path to financial success, the Navient Community Fund supports organizations that address the root causes that limit financial success for all Americans. Our employees get involved in a variety of community activities such as distributing and reading books to kids, participating in blood drives, and collecting food and school supplies for families in need. We offer up to four hours of paid time off per month to empower employees to volunteer for a Navient-supported nonprofit organization in their community.

We are proud of our best-in-class governance practices—described in this proxy statement—and our commitment to diversity and inclusion. We’ve been recognized as a Champion of Board Diversity by the Forum of Executive Women and we’ve received a prestigious “W” award from the Women on Boards organization for the past four consecutive years.

We did not make any political contributions using corporate funds in ~~2016,~~2020, and we have no intention of making such political contributions in ~~2017.~~2021. The ~~Company’s~~Company's Government Relations ~~Department is~~personnel are responsible for the development and implementation of policies pertaining to the Company’s political activities. ~~It reports annually~~They report semi-annually to the Nominations and Governance Committee of the Board on major lobbying priorities and ~~principles. The Department~~principles as well as the political risk environment in which the Company operates. Government Relations also provides the Committee with a report on any payments made to trade associations, political expenditures, contributions made to other tax-exempt political organizations, as well as contributions by the ~~Company’s~~Company's Political Action Committee. ~~In addition to the Government Relations Department,~~ Navient also maintains numerous compliance processes structured to ensure that the Company and its employees conduct all their activities in accordance with our Code of Business Conduct and with all relevant laws governing political contributions and lobbying activities.

InSince 2016, we ~~significantly expanded our disclosure of political activity and contributions through the publication of~~have published our Transparency in Policy Engagement and Political Participation Report. In 2018, the Company was recognized as a “Trendsetter” in the CPA-Zicklin Index for political transparency. The Report provides an overview of the Company’s legislative and political priorities and also provides details pertaining to Navient’s contributions to members of Congress, trade associations, 527 political organizations and other political organizations. The Nominations and Governance Committee has instructed the Company to update the report on a semi-annual basis. The current Report is available on the Company’s website athttps://www.navient.com/about/who-we-are/transparency/.

The Company has a Code of Business Conduct that applies to Board members and all employees, including the chief executive officer, the ~~principal~~chief financial officer and the principal accounting officer. The Code of Business Conduct is available on the Company’s corporate governance website (at ~~www.navient.com~~https://www.navient.com/investors/corporate-governance/ ~~under “Investors, Corporate Governance”)~~ and a written copy is available from the Corporate Secretary. The Company intends to post amendments to or waivers of the Code of Business Conduct (to the extent applicable to the Company’s chief executive officer, ~~principal~~chief financial officer or principal accounting officer or any director) at this location on its website. There were no ~~such amendments or~~ waivers of the Code of Business Conduct during ~~2016.~~2020.

The Company has adopted a Policy on Related Party Transactions to ensure that all Interested Transactions with Related Parties, as those terms are defined in the policy, will be at arm’s length and on terms generally available to an unaffiliated third-party under the same or similar circumstances. The policy states that, except for the limited exceptions specifically stated in the policy, Interested Transactions with Related Parties that will exceed $120,000 in any calendar year must be reviewed by the Audit Committee and receive approval of the Board of Directors prior to the Corporation entering into the Interested Transaction. A copy of the policy ~~is available~~can be found on the Company’s Corporate Governance website athttps://www.navient.com/~~about/~~investors/~~corp_governance/~~corporate-governance/. For additional information pertaining to Related Party Transactions, please refer to “Certain Relationships and Related Transactions” below.

Our director compensation program is designed to reasonably compensate our non-employee directors for work required for a company of our size, complexity and risk, ~~exposure,~~ and to align the interests of our directors with those of our shareholders. The Compensation Committee reviews the compensation of our non-employee directors on an annual basis and makes recommendations to the Board.

~~In late 2015, the~~The Compensation Committee, ~~reviewed our director compensation~~ with the assistance of the Compensation Consultant, ~~and concluded~~determined that ~~the~~our existing director compensation program should remain unchanged for ~~2016. That review utilized Navient’s 2016 Peer Group. The Compensation Committee revisited~~2020, with the exception of changes to the form of annual equity awards described below. Our 2020 director compensation program in late 2016 based on the Company’s 2017 Peer Group and determined that the program should be revised for 2017. The 2016 director compensation program, as well as changes to the program for 2017, are describedis detailed below.

The following table highlights the material elements of our ~~2016~~2020 director compensation program:

Annual cash retainers are paid ~~shortly after each annual meeting of shareholders.~~in quarterly installments as described below. Annual equity awards typically are granted in February each year in the form of restricted stock. ~~These awards~~

Restricted stock granted to our non-employee directors in prior years was structured to vest only upon the recipient’s election to the Board at the Company’s next following annual meeting of shareholders (or, if earlier, upon death, disability, or a change in control).

~~For 2016, each of~~ Beginning in 2020, the Board modified the vesting provisions incorporated in these equity awards to address the potential for partial-year Board service. Restricted stock granted to our non-employee directors ~~also~~in February 2020 was ~~paid $1,500 for every Board or committee meeting that he or she attended, subject~~structured to ~~an annual aggregate maximum amount of $19,500 (which equates to 13 Board or committee meetings per year). This annual maximum is measured by reference to the twelve-month period~~vest in quarterly increments beginning on the grant date, ofprovided the ~~Company’s annual meeting of shareholders, which typically is held in May.~~

~~For 2017,~~director remains on the Board ~~revised our director compensation program at the recommendation of the Committee to eliminate the payment of meeting fees as~~through each vesting date (with immediate vesting, if earlier, upon death, disability, or a ~~separate category of compensation. Concurrently, the Board approved an increase~~change in the annual equity award for our non-employee directors from $100,000 to $130,000, with the Board Chairman receiving an annual equity award of $195,000, to partially offset the elimination of the meeting fees component and, consistent with best practices, increase the proportion of compensation payable in equity. This is the first compensation increase for our non-employee directors since the Board was formed in connection with the 2014 spin-off from SLM Corporation.control). The Board also ~~directed that annual~~modified the quarterly payment dates for cash retainers ~~be paid in four equal installments beginning in May 2017.~~to coincide with the new equity vesting dates.

We also reimburse each non-employee director for any out-of-pocket expenses incurred in connection with their service as a director. As described below, our non-employee directors may elect to defer all or a portion of their annual compensation under the Navient Corporation Deferred Compensation Plan for Directors.

We maintain share ownership guidelines for our non-employee directors. Under ~~our~~these share ownership guidelines, each director is expected, within five years of his or her initial election to the Board of Directors, to own Navient Common Stock with a value equivalent to at least four times his or her annual cash ~~retainer (excluding any additional cash or equity retainer or meeting fees).~~retainer. Currently, that minimum ownership amount is $400,000. The following shares and share units count towards the ownership guidelines: shares held in brokerage

accounts; notional shares credited to deferred compensation accounts; restricted stock and restricted stock units (“RSUs”) that vest solely upon the passage of time; and vested stock options, to the extent that they are “in-the-money.”

All non-employee directors are in compliance with the share ownership guidelines as of the date of this proxy statement due to their share ownership amount or because the five-year period from their initial election has not ended.

Navient’s Securities Trading Policy prohibits directors and officers (as defined by Rule 16a-1(f) of the Exchange Act and referred to as “Section 16 Officers”) from selling Navient stock short, holding Navient securities in a margin account, or pledging Navient securities as collateral for a loan or otherwise. Additionally, no director, Section 16 Officer or any other officer of the Company who is subject to the Company’s Stock Ownership Guidelines is permitted to enter into derivative or speculative transactions involving Navient securities (including prepaid variable forward contracts, equity swaps, collars, credit default swaps and exchange funds) that are designed to hedge or offset any decrease in the market value of Navient securities. All directors and named executive officers ~~are~~were in compliance with this policy throughout 2020 and remain in compliance as of the date of this proxy statement.

The Company’s Securities Trading Policy governs the circumstances under which Navient directors and Section 16 Officers may enter into trading plans pursuant to SEC Rule ~~10b5-1 of the securities laws.~~10b5-1. Rule 10b5-1 trading plans are pre-established trading plans for sales of our Common Stock. We believe our Rule 10b5-1 policy is effective in ensuring compliance with legal requirements. Under the policy:

We provide non-employee directors with company-paid group life insurance, accidental death and disability and business travel accident insurance. We also provide current non-employee directors the opportunity to participate in the Company’s medical and dental plans. If a director elects to participate in these plans, the director pays the full cost of medical and dental coverage (which for an employee is ~~normally~~ shared by the Company and the employee). After retirement from the Board, a former non-employee director may continue medical coverage for up to 18 months under the Consolidated Omnibus Budget Reconciliation Act (COBRA) at his/her own expense. ~~The Independent Chairman is also entitled to reimbursement for office and transportation expenses commensurate with the amount of time he allocates to Board service.~~

Navient sponsors a deferred compensation plan for its non-employee directors. Under the Navient Corporation Deferred Compensation Plan for Directors (“Director Deferred Compensation Plan”), our non-employee directors may elect annually to defer receipt of all or a percentage of their annual cash ~~retainer and/or meeting fees.~~retainer. In addition, directors may elect to ~~forego all or~~receive a ~~portion~~credit under the Director Deferred Compensation Plan in lieu of ~~the~~their annual equity ~~retainer that they would otherwise receive.~~retainer. Provided this election is made before the beginning of the year, the director’s plan account will be credited with ana dollar amount equivalent ~~amount~~to the annual equity retainer and automatically invested in a notional Company stock fund. Notional stock units remain subject to the same vesting schedule applicable to the annual equity retainer.

Deferrals are credited with earnings based on the performance of certain investment funds selected by the participant. The plan does not pay above-market or preferential earnings on amounts deferred. Deferrals invested in the notional Company stock fund are payable in shares of Navient Common Stock. All other deferrals are payable in cash (in a single lump sum or in installments at the election of the director) upon termination of the director’s service on the Board or after a minimum

number of years (except for hardship withdrawals in limited circumstances). As noted below, Ms. ~~Escobedo~~Bowen, Ms. Cabral, Mr. ~~Diefenderfer,~~Klane, and Ms. Thompson ~~and Mr. Williams~~ each elected to defer all or a portion of his/her ~~2016~~2020 compensation under the Director Deferred Compensation Plan.

The tables below present information regarding the compensation and stock awards that we have paid or granted to the non-employee directors for the year ended December 31, ~~2016.~~2020.

Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm

Navient’s independent registered public accounting firm, KPMG LLP (“KPMG”), is selected by the Audit Committee. On February ~~23, 2017,~~24, 2021, the Audit Committee engaged KPMG as Navient’s independent registered public accounting firm for the fiscal year ending December 31, ~~2017.~~2021. Representatives of KPMG are expected to be present at the Annual Meeting and they will have the opportunity to respond to appropriate questions from shareholders and to make a statement if they desire to do so.

This proposal is put before the shareholders because the Board of Directors believes it is a good corporate governance practice to ask shareholders to ratify the selection of the independent registered public accounting firm.

For ratification, this proposal requires the affirmative vote of the holders of a majority of the Common Stock present, represented and entitled to vote, and voting affirmatively or negatively at the Annual Meeting. Accordingly, shares that are not voted affirmatively or negatively with respect to this proposal, including abstentions and broker non-votes, will not be relevant to the outcome. If the appointment of KPMG is not ratified, the Audit Committee will evaluate the basis for the shareholders’ vote when determining whether to continue the firm’s engagement. Even if the selection of Navient’s independent registered public accounting firm is ratified, the Audit Committee may direct the appointment of a different independent registered public accounting firm at any time during ~~2017~~2021 if, in its discretion, it determines that such a change would be in the Company’s best interests.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “~~FOR~~”“FOR” RATIFICATION OF THE APPOINTMENT OF KPMG AS NAVIENT’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2017.~~2021.

Fees Paid to Independent Registered Public Accounting Firms for ~~2016~~2020 and ~~2015~~2019

Aggregate fees billed for services performed for Navient by its independent accountant, KPMG, for the fiscal years ended December 31, ~~2016~~2020, and ~~2015,~~2019, are set forth below.

Audit Fees.Audit fees include fees for professional services rendered for the audits of the consolidated financial statements of Navient and statutory and subsidiary audits, issuance of comfort letters, consents, income tax provision procedures, and assistance with review of documents filed with the SEC.

Audit-Related Fees.Audit-related fees include fees for assurance and other services related to service provider compliance reports, trust servicing and administration reports, internal control reviews, and attest services that are not required by statute or regulation.

Tax Fees.Tax fees include fees for federal and state tax compliance, and tax consultation services.

The Audit Committee has a policy that addresses the approval of audit and non-audit services to be provided by the independent registered public accounting firm to the Company. The policy requires that all services to be provided by the Company’s independent registered public accounting firm be pre-approved by the Audit Committee or its Chair. Each approval of the Audit Committee or the Chair of the Audit Committee must describe the services provided and set a dollar limit for the services. The Audit Committee, or its Chair, pre-approved all audit and non-audit services provided by KPMG during ~~2016.~~2020. Reporting is provided to the Audit Committee regarding services that the Chair of the Audit Committee pre-approved between committee meetings. The Audit Committee receives regular reports from management regarding the actual provision of all services by KPMG. No services provided by our independent registered public accounting firm were approved by the Audit Committee pursuant to the “de minimis” exception to the pre-approval requirement set forth in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

The following report shall not be deemed incorporated by reference in any filing under the federal securities laws by virtue of any general incorporation of this proxy statement by reference and shall not otherwise be treated as filed under the federal securities laws.

The Audit Committee is responsible for monitoring our financial reporting processes and system of internal controls, supervising our internal auditors and overseeing the independence and performance of the independent auditors. In carrying out these responsibilities, the Audit Committee meets, on a regular basis, with our internal auditors and our independent auditors to review the overall scope and plans for their respective audits of our financial statements. The Audit Committee also meets privately (and in separate meetings) with members of management, our independent auditors and our internal auditors as may otherwise be needed. The Audit Committee meets with management and with the independent auditors each quarter to review and discuss ~~our Annual Report on Form 10-K and our~~the Company’s quarterly reports on Form 10-Q prior to their being filed with the ~~SEC. It~~SEC and annually to review and discuss the Company’s Annual Report on Form 10-K. The Committee also meets with management and our independent auditors to review and discuss ~~our~~the Company’s quarterly earnings prior to ~~their~~review by the Executive Committee and public release.

The Audit Committee’s responsibility is to monitor and oversee the audit and financial reporting processes. However, the members of the Audit Committee are not practicing certified public accountants or professional auditors and rely, without independent verification, on the information provided to them and on the representations made by management, and the report issued by the independent registered public accounting firm. While the Audit Committee and the Board monitor the Company’s financial record-keeping and controls, management is ultimately responsible for the Company’s financial reporting process, including its system of internal controls, disclosure control procedures and the preparation of the financial statements. The independent auditors support the financial reporting process by performing an audit of the Company’s financial statements and issuing a report thereon.

The Audit Committee has reviewed and discussed with management and Navient’s independent registered accounting firm, KPMG LLP, the Company’s audited financial statements as of and for the year ended December 31, ~~2016.~~2020. The Audit Committee also discussed with KPMG LLP the matters under Public Company Accounting Oversight Board (“PCAOB”) standards, including among other things, ~~matters related~~those relating to ~~the conduct of~~ the audit of our financial statements.

The Audit Committee received, reviewed and ~~reviewed~~discussed with KPMG LLP the written disclosures and ~~the~~ letter ~~from KPMG LLP~~(as required by applicable requirements of the ~~PCAOB~~PCAOB) regarding the independent accountant’s communications with the Audit Committee ~~concerning independence and has discussed with KPMG LLP~~about the firm’s independence.

Based on ~~the~~these reviews and discussions, ~~referred to above,~~ the Audit Committee recommended to the Board of Directors that the financial statements referred to above be included in the ~~Company’s~~2020 Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2020, for filing with the Securities and Exchange Commission.

Laura S. Unger ~~Chair~~
~~John K. Adams, Jr.~~
~~Anna Escobedo Cabral~~
~~Diane Suitt Gilleland~~
~~David L. Yowan~~

The following table provides information, as of ~~February 28, 2017,~~March 1, 2021, about each shareholder known to Navient to beneficially own more than five percent of the outstanding shares of our Common Stock, based solely on the information filed by each such shareholder on Schedules 13D or 13G with the SEC on the dates indicated in the footnotes to this table (percentages are calculated assuming continuous beneficial ownership at ~~February 28, 2017)~~March 23, 2021).

The following table sets forth information concerning the beneficial ownership of Navient’s Common Stock by: (i) our current directors and director nominees; (ii) the named executive officers listed in the Summary Compensation ~~Table;~~Table (other than Mr. Lown, who resigned from the Company in May 2020); and (iii) all of the Company’s current directors and executive officers as a group. Under SEC rules, beneficial ownership for purposes of this table takes into account stock as to which the individual has or shares voting and/or investment power as well as stock that may be acquired within 60 days (such as by exercising vested stock options). Information is provided as of ~~February 28, 2017.~~March 3, 2021. The beneficial owners listed have sole voting and investment power with respect to stock beneficially owned, except as ~~to the interests of spouses or as~~ otherwise indicated. As of ~~February 28, 2017,~~March 3, 2021, there were ~~289,444,035~~181,836,082 shares of our Common Stock issued, outstanding and entitled to vote.

Our executive officers are appointed annually by the Board of Directors. The following sets forth biographical information concerning Navient’s executive officers who are not directors. Biographical information for Mr. Remondi is included in Proposal 1 — Election of Directors.

Navient is asking shareholders to approve an advisory resolution (commonly referred to as a “say-on-pay” resolution) on the Company’s executive compensation as reported in this proxy statement. Navient urges shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes how the Company’s executive compensation policies and procedures operate and are designed, as well as the Summary Compensation Table and other related compensation tables and narrative, which provide detailed information on the compensation paid to our named executive officers (“NEOs”).

This proposal gives you, as a shareholder, the opportunity to express your views on our NEOs’ compensation. Your vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to and objectives of the compensation paid to our NEOs as described in this proxy statement. In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Navient is asking shareholders to approve the following advisory resolution at the Annual Meeting:

“Resolved, that Navient’s shareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis and the related compensation tables and narrative disclosure in this proxy statement.”

The Company ~~conducted a similar~~conducts its advisory vote on executive compensation at ~~our last~~each annual meeting of its shareholders. At ~~that time,~~each of our last five annual meetings, beginning in 2016, our shareholders have expressed their overwhelming support for ~~the 2015~~our executive compensation ~~of our NEOs, with approximately 97.7% of the votes present in person or represented by proxy at the meeting and entitled to vote on the matter cast to approve the 2015 compensation of our NEOs.~~programs:

The Board of Directors believes that the Company’s ~~2016~~2020 executive compensation program strongly ~~aligns~~aligned pay to actual performance. Navient’s performance in 2016 improved significantly over 2015 on a number of difference fronts, and that performance is directly reflected in the compensation paid to our NEOs for 2016. The Company’s 2016 financial performance resulted in above-target incentive payments under our annual incentive plan. Specifically, each of our NEOs received 111.1% of the target annual incentive due to the Company’s financial performance during 2016. Additionally, the value of outstanding equity awards granted to our NEOs in early 2016 increased due to an increase in the value of our Common Stock. Stock options granted to our NEOs in February 2016 with an exercise price of $9.18 were in-the-money at the end of 2016, and Restricted Stock Units granted on the same date similarly increased in value. Shareholders are encouraged to read the “Compensation Discussion and Analysis” section, which describes Navient’s executive compensation program in detail, including how it is designed to achieve the Company’s compensation objectives and how the Company’s performance in ~~2016~~2020 was reflected in the compensation of our NEOs.

This proposal to approve the resolution regarding the compensation paid to Navient’s NEOs requires the affirmative vote of the holders of a majority of the Common Stock present, represented and entitled to vote, and voting affirmatively or negatively at the Annual Meeting. Accordingly, shares that are not voted affirmatively or negatively with respect to this proposal, including abstentions and broker non-votes, will not be relevant to the outcome.

As an advisory vote, the “say-on-pay” resolution is not binding on Navient. The Board of Directors, however, values the opinions of our shareholders as expressed through their ~~votes and other communications.~~votes. Accordingly, the Board of Directors as well as the Compensation Committee will review and consider the results of the “say-on-pay” vote, the opinions of our shareholders, and other relevant factors in making future decisions regarding our executive compensation program.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “~~FOR~~”“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THE COMPENSATION DISCUSSION AND ANALYSIS AND THE RELATED COMPENSATION TABLES AND NARRATIVE DISCLOSURE IN THIS PROXY STATEMENT.

The Compensation and Personnel Committee of the Board of Directors has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed it with the Company’s management, and based on its review and discussions with management, the Compensation and Personnel Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the ~~Company’s~~ Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2020, and this proxy statement.

Katherine A. Lehman
~~Barry A. Munitz~~
~~Jane J. Thompson~~
~~Barry L. Williams~~

This Compensation Discussion and Analysis (“CD&A”) provides information regarding our executive compensation guiding principles, the elements of our executive compensation program, the factors that were considered in making compensation decisions for our “named executive officers” or “NEOs” in ~~2016,~~2020, and how we have modified our programs to meet Navient’s needs in the future.

Navient’s Compensation and Personnel Committee (the “Compensation Committee” or simply the “Committee”) is responsible for establishing and overseeing our executive compensation program, including the program’s underlying philosophy, objectives and related policies. The Committee is composed of Ms. ~~Mills~~Thompson (Chair), Mr. Klane and Ms. ~~Lehman, Mr. Munitz, Ms. Thompson and Mr. Williams. Until his retirement in May 2016, Mr. Shapiro also served as a member of the Committee.~~Lehman.

* Mr. ~~Chivavibul~~Fisher was appointed as Executive Vice President, Chief Financial Officer, and Principal Accounting Officer effective October 7, 2020.

** Mr. Morris served as Acting Chief Financial Officer and Principal Accounting Officer from June 1, 2020 until October 6, 2020, and currently serves as Controller.

*** Mr. Lown served as the Company’s Chief Financial Officer ~~throughout 2016. Effective March 27, 2017, Christian Lown became the Company’s Chief Financial~~and Principal Accounting Officer ~~and Mr. Chivavibul assumed a new role overseeing the Company’s decision management center.~~until May 29, 2020.

Navient’s executive compensation program emphasizes the link between pay and performance, aligning the compensation of our executives with the interests of our shareholders. Our executive compensation program balances annual and long-term performance measures, including a mix of financial, operational and strategic goals that promote effective management of our legacy loan portfolio, improvements and growth in our consumer lending business, profitable growth in our business services segment and expense control. Individual performance goals also are established for each of our NEOs. This section summarizes Navient’s performance in ~~2016~~2020 and the impact of that performance on the compensation paid to our NEOs.

2020 was an extraordinarily challenging year in which Navient demonstrated resilience in the face of a global pandemic, ingenuity and determination to meet new needs, and commitment to our colleagues and customers. Our 2020 performance highlights include the following:

Based on the Committee’s review of Navient’s strong 2020 performance, and after considering the appropriate alignment with shareholders, employees and other stakeholders, the Committee did not make any changes to our incentive plan goals

⁴Adjusted Diluted “Core Earnings” Per Share excludes net restructuring and regulatory-related charges, as well as certain extraordinary items such as strategic corporate transactions or other unusual or unplanned events. Adjusted Diluted “Core Earnings” Per Share is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. For a reconciliation of our non-GAAP financial measures with GAAP results, please refer to the section titled “Non-GAAP Financial Measures” on pages 35-43 of our 2020 Annual Report filed on Form 10-K on February 26, 2020, or refer to the Investor Relations section of our website located at https://www.navient.com/investors/.

or payouts to offset the impacts of the COVID-19 pandemic. Highlights of our 2020 compensation decisions are discussed below, with additional details in this CD&A.

~~Retired~~
● 2020 MIP Results: At or ~~repurchased $2.6 billion of senior unsecured debt~~
~~Successfully extended the legal final maturity dates for $9.8 billion in FFELP loan ABS bonds~~
near maximum performance on Adjusted Diluted “Core Earnings” Per Share, Business Processing EBITDA, and Private Education Loan ~~Portfolio~~Gross Defaults contributed to an earned payout of 137%. Incentive award amounts for our NEOs under the 2020 MIP are described on page 57.

The chart on the following page shows our key performance achievements in 2020 and the link between those achievements and our executive compensation program.

~~Pay~~⁵See footnote 4 above for ~~Performance:~~~~Our annual incentive plan—known as the Management Incentive Plan—is designed to drive the type of performance we saw in 2016 by focusing~~more information on ~~key performance metrics that align with our business objectives. For 2016, these performance metrics included (i) EPS on a~~Adjusted Diluted “Core Earnings” Per Share.

⁶Earnings Before Interest, Taxes, Depreciation and Amortization Expense (“EBITDA”) is a non-GAAP financial measure that does not represent a comprehensive basis ~~(ii)~~of accounting. For more information on the definition of EBITDA and for a reconciliation of non-GAAP financial measures with GAAP results, please refer to the section titled “Non-GAAP Financial Measures” on pages 35-43 of our 2020 Annual Report filed on Form 10-K on February 26, 2020, or refer to the Investor Relations section of our website located at http://www.navient.com/investors/.

⁷Adjusted “Core Earnings” Operating Expenses excludes net restructuring and regulatory-related charges, as well as certain extraordinary items such as strategic ~~debt financing proceeds,~~corporate transactions or other unusual or unplanned events. Adjusted “Core Earnings” Operating Expenses is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. For more information on the definition of Adjusted “Core Earnings” Operating Expenses and for a reconciliation of non-GAAP financial measures with GAAP results, please refer to our Investor Presentation for Fourth Quarter and Full Year 2020 on the Investor Relations section of our website located at http://www.navient.com/investors/, or refer to the section titled “Non-GAAP Financial Measures” on pages 35-43 of our 2020 Annual Report filed on Form 10-K on February 26, 2020..

⁸“Cumulative Net Student Loan Cash Flows” is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. For more information on the definition of cumulative net student loan cash flows, please refer to the definition at footnote 17.

(iii) private education loan defaults. As described in the CD&A, our 2016 performance resulted in above-target payments under the 2016 Management Incentive Plan. More specifically, each of our NEOs received 111.1% of their target annual incentive for 2016.CEO Realizable Pay

Our ~~long-term incentive program~~pay-for-performance approach over the past five years is designed to drive longer-term performance and shareholder value by delivering a significant portion of NEO compensation through equity awards. As in prior years, 50% of the equity awards granted to our NEOs in 2016 were deliveredhighlighted in the ~~form of performance stock units (“PSUs”) that vest based on~~chart below, which shows the alignment between the Company’s performance (as measured by cumulative ~~performance over a three-year performance period. In general,~~total shareholder return (“TSR”)) and the ~~PSUs granted in 2016 will vest based on a combination~~annual Realizable Pay (as defined below) of (i) aggregate cash flows from student loans (net of secured borrowings); (ii) cumulative revenue from growth businesses; and (iii) certain strategic objectives intended to highlight a limited number of critical, non-formulaic goals that management is focusing onour CEO over the ~~next three~~past five fiscal years.

The ~~remaining~~Committee believes that analysis of Realizable Pay allows a more complete understanding of the pay-for-performance relationship than sole reliance on amounts shown in the Summary Compensation Table, which reflects the grant date value of various equity awards. The table below compares the components of Mr. Remondi’s Realizable Pay for 2020, 2019, 2018, 2017 and 2016.

77

(1) Mr. Lown did not have any outstanding equity awards as of December 31, 2020.
(2) Navient was spun-off from the company now known as SLM Corporation (“SLM”) and became an independent public company effective April 30, 2014. ~~Prior~~Immediately prior to the Spin-Off, each of our NEOs (other than Messrs. Lown and Heleen) was employed by the company previously known as SLM Corporation (“Former SLM”). Former SLM equity awards outstanding on April 30, 2014, were adjusted and converted into Navient awards and SLM awards. In general, the adjusted and converted equity awards are subject to substantially the same terms and conditions as the original Former SLM equity awards, including the original vesting schedule. The continuous service of each NEO with Former SLM (pre-Spin-Off) and Navient (post-Spin-Off) ~~will be~~has been taken into account for vesting purposes. Additional details regarding the adjustment and conversion of Former SLM equity awards can be found in Navient’s Registration Statement filed on Form 10 with the SEC on April 10, 2014. This table reflects only Navient equity awards that were outstanding as of December 31, ~~2016.~~2020.

~~(2)~~(3) Stock options granted in ~~2013~~2018 vested in one-third increments on ~~each of~~ February ~~7, 2014,~~5, 2019, February ~~7, 2015,~~5, 2020, and February ~~7, 2016. Certain vesting price targets associated with stock options~~5, 2021.
(4) RSUs granted in ~~2013 were met prior to the April 30, 2014 effective date of the Spin-Off, and are no longer applicable. Stock options granted in 2014 to Messrs. Remondi, Chivavibul, Kane and Hynes have~~2018 vested ~~or will vest~~ in one-third increments on ~~each of May 1, 2015, May 1, 2016,~~February 5, 2019, February 5, 2020 and ~~May 1, 2017. Stock options~~February 5, 2021. RSUs granted in 2015 to Mr. Whorley have vested or will vest in one-third increments on each of June 1, 2016, June 1, 2017, and June 1, 2018. Stock options granted in 2015 to other NEOs have vested or will vest in one-third increments on each of February 18, 2016, February 18, 2017, and February 18, 2018. Stock options granted in 20162019 have vested or will vest in one-third increments on February ~~3, 2017,~~5, 2020, February ~~3, 2018~~5, 2021 and February ~~3, 2019.~~
~~(3)~~ Restricted stock units (“RSUs”) granted in 2013 to Messrs. Chivavibul, Kane and Hynes vested and were converted into shares of Common Stock in one-third increments on each of February 7, 2014, February 7, 2015 and February 7, 2016.5, 2022. RSUs granted in ~~2014 to Messrs. Remondi, Chivavibul, Kane and Hynes vested and were converted into shares of Common Stock in one-third increments on each of~~ February 4, 2015, February 4, 2016 and February 4, 2017. RSUs granted in 2015 to Mr. Whorley have vested or will vest and be converted into shares of Common Stock in one-third increments on each of June 1, 2016, June 1, 2017 and June 1, 2018. RSUs granted in 2015 to other NEOs have vested or will vest and be converted into shares of Common Stock in one-third increments on each of February 18, 2016, February 18, 2017, and February 18, 2018. RSUs granted in 20162020 have vested or will vest in one-third increments on February ~~3, 2017,~~6, 2021, February ~~3, 2018~~6, 2022 and February ~~3, 2019.~~
6, 2023. RSUs granted to Mr. Fisher in October 2020 will vest in one-third increments on October 7, 2021, October 7, 2022 and October 7, 2023. PSUs granted in 2018 vested after a three-year performance period (2018-20), with the potential payout ranging from 0% to 150% of the target number of units. Based on the Company’s actual performance during the three-year performance period relative to pre-established performance goals, these PSUs vested at 83% of the target number of units and were settled in shares of the Company’s common stock on March 2, 2021. These 2018-20 PSUs are shown above as outstanding on December 31, 2020 based on the final vested amount (i.e., 83% of the target number of units). See “2018-20 Performance Stock Units” in the Compensation Discussion and Analysis above for additional details regarding these PSUs. Amounts include all accrued and unvested whole share dividend equivalent units (“DEUs”) that vest only to the extent and at the same time ~~that~~ the underlying award on which they are issued vest.

~~(4)~~(5) Market value of shares or units is calculated based on the closing market price of ~~$16.43~~$9.82 for Navient Common Stock on December ~~30, 2016.~~31, 2020.

~~(5)~~(6)
~~Performance stock units (“PSUs”)~~PSUs granted in ~~2015~~2019 will vest after a three-year performance period ~~(2015-2017)~~(2019-21), with the potential payout ranging from 0% to ~~130%~~150% of the target ~~award~~number of units based on a combination of (i) aggregate cash flows net of secured borrowings from all student loans (including private credit finance loans) over the performance period; and (ii) annual “Core Earnings” Return on Equity for each year in the performance period. “Core Earnings” Return on Equity is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. “Core Earnings” Return on Equity is a percentage equal to the Company’s ~~“cumulative core~~“core earnings” net ~~income”~~income for each of fiscal years 2019, 2020 and 2021, divided by average stockholder’s equity for each such ~~performance period combined with an additional vesting modifier based~~year (determined using the average balance of stockholder’s equity on ~~“strategic growth cumulative core~~a “core earnings” basis for each quarter in a given year), using yearly “core earnings” net ~~income” that can increase or decrease~~income as shown in the ~~payout by an additional 20%. Overall payout~~segment reporting footnote in the Company’s audited financial statements as ~~a percentage~~published in the Company’s annual report on Form 10-K, excluding the impact of ~~target cannot exceed 156% of the target award.~~any regulatory and restructuring costs. Assuming the Company meets or exceeds these performance levels, the PSUs will vest on the second business day after the Company files with the SEC its annual report on Form 10-K for the fiscal year ~~2017 with the SEC,~~2021, and in no event later than March 15, ~~2018.~~2022. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time that the underlying award on which they are issued vest. The number of units and payout value reported is based on achieving ~~threshold~~target performance goals. ~~Due to the impact~~See discussion of ~~2015 performance on these~~2019-21 PSUs ~~it is uncertain to what extent they will vest, if at all.~~
PSUs granted in 2016 will vest after a three-year performance period (2016-2018), with the potential payout ranging from 0% to 150% of the target award based on a combination of (i) aggregate cash flows from student loans (net of secured borrowings) over the performance period; (ii) cumulative revenue from growth businesses over the performance period; and (iii) the attainment of certain strategic objectives intended to highlight a limited number of critical, non-formulaic goals that management is focusing on over the next three years. Assuming the Company meets or exceeds these performance levels, the PSUs will vest on the second business day after the Company files its annual report on Form 10-K for the fiscal year 2018 with the SEC, and in no event later than March 15, 2019. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time that the underlying award on which they are issued vest. See “Long-term Incentive Program” in the Compensation Discussion and Analysis above for additional details regarding the performance metrics associated with these PSUs.

PSUs granted in 2020 will vest after a three-year performance period (2020-22), with the potential payout ranging from 0% to 150% of the target number of units based on a combination of (i) aggregate cash flows net of secured borrowings from all student loans (including private credit finance loans) over the performance period; and (ii) annual “Core Earnings” Return on Equity for each year in the performance period. “Core Earnings” Return on Equity is a non-GAAP financial measure that does not represent a comprehensive basis of accounting. “Core Earnings” Return on Equity is a percentage equal to the Company’s “core earnings” net income for each of fiscal years 2020, 2021 and 2022, divided by average stockholder’s equity for each such year (determined using the average balance of stockholder’s equity on a “core earnings” basis for each quarter in a given year), using yearly “core earnings” net income as shown in the segment reporting footnote in the Company’s audited financial statements as published in the Company’s annual report on Form 10-K, excluding the impact of any regulatory and restructuring costs. Assuming the Company meets or exceeds these performance levels, the PSUs will vest on the second business day after the Company files with the SEC its annual report on Form 10-K for the fiscal year 2022, and in no event later than March 15, 2023. Amounts include all accrued and unvested whole share DEUs that vest only to the extent and at the same time that the underlying award on which they are issued vest. The number of units and payout value reported is based on achieving target performance goals. See discussion of 2020-22 PSUs in the Compensation Discussion and Analysis above for additional details regarding the performance metrics associated with these PSUs.
2021 Proxy Statement 68
78
Option Exercises and Stock Vested

Option Awards Stock Awards Option Awards Stock Awards
NAME NUMBER OF SHARES
ACQUIRED
ON EXERCISE⁽¹⁾
(#) VALUE REALIZED
ON EXERCISE⁽²⁾
($) NUMBER OF SHARES
ACQUIRED ON VESTING⁽³⁾
(#) VALUE REALIZED ON
VESTING⁽⁴⁾
($) NUMBER OF SHARES
ACQUIRED
ON EXERCISE ⁽¹⁾
(#) VALUE REALIZED
ON EXERCISE ⁽²⁾
($) NUMBER OF SHARES
ACQUIRED ON
VESTING ⁽³⁾
(#) VALUE REALIZED ON
VESTING ⁽⁴⁾
($)
Remondi 0 0 174,339 1,829,956 0 0 277,481 3,470,876
Chivavibul 37,636 159,734 20,245 212,198
Fisher 0 0 8,691 122,382
Kane 13,636 57,873 26,317 279,368 0 0 92,292 1,151,701
Whorley 0 0 5,419 73,644
Hynes 0 0 17,426 176,217
Heleen 79,868 441,670 52,441 656,568
Hauber 0 0 26,367 335,522
Morris 0 0 17,058 240,194
Lown 0 0 52,680 574,599

(1) Mr. ~~Chivavibul~~Heleen exercised ~~37,636~~79,868 net-settled stock options on ~~November 9, 2016,~~February 14, 2020, with a strike price of ~~$10.2558~~$9.18 and a market price of ~~$14.50, and received 7,175 net shares. Mr. Kane exercised 13,636 net-settled stock options on November 9, 2016, with a strike price of $10.2558 and a market price of $14.50, and received 2,586~~$14.71, receiving 20,458 net shares.

(2) The value realized upon exercise is the number of net-settled stock options exercised multiplied by the difference between the market price of Navient Common Stock at exercise and the strike price on the net-settled options.

~~2017 Proxy Statement~~ 57
(3) Represents shares acquired upon the vesting of restricted stock units (“RSUs”), the associated dividend equivalent units (“DEUs”) and any fractional share settlement. ~~(4) The value realized on vesting is the number of shares vested multiplied by the closing market price of Navient Common Stock on the vesting date.~~

(4) The value realized on vesting is the number of shares vested multiplied by the closing market price of Navient Common Stock on the vesting date.

Pension Benefits

The Company has no tax-qualified pension plans and no non-qualified supplemental pension plans.

Non-Qualified Deferred Compensation

Under the Navient Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”), eligible employees, including our NEOs, may elect to defer up to 80 percent of their annual cash-based compensation. ~~Each year, an employee who has completed one year of service generally is eligible to receive a~~The Company ~~contribution in an amount equal~~does not make any contributions to the ~~greater of: (i) five percent (5%) of the participant’s annual “eligible compensation,”~~Deferred Compensation Plan effective for periods on or (ii) five percent (5%) of the participant’s annual deferral amount; provided, however, that the Company contribution for a given year will not exceed the participant’s annual deferral amount. For this purpose, “eligible compensation” is the employee’s annual cash-based compensation in excess of the annual compensation limit applicable to tax-qualified retirement plans, up to a maximum of $500,000.after January 1, 2019.

All participant deferrals ~~and Company contributions~~ are credited to bookkeeping accounts. Amounts in each participant’s account are indexed to one or more investment alternatives chosen by the participant from a range of market-based alternatives. The Deferred Compensation Plan does not pay above-market or preferential earnings. Participants elect the time and form of payment of their accounts. Accounts generally are paid no sooner than the first day of the seventh month following the participant’s termination of employment, although certain in-service distributions are permitted. Immediate distributions upon the death or disability of the participant also are permitted. Accounts generally may be distributed either in a single lump sum or in up to ten (10) annual installments.

The following table on the following page provides information regarding contributions and earnings under the Deferred Compensation Plan in ~~2016,~~2020, as well as year-end account balances, for each of our NEOs.

2021 Proxy Statement 69
Name EXECUTIVE
CONTRIBUTIONS IN
2016
($) REGISTRANT
CONTRIBUTIONS IN
2016⁽¹⁾
($) AGGREGATE
EARNINGS IN
2016
($) AGGREGATE
WITHDRAWALS /
DISTRIBUTIONS IN
2016
($) AGGREGATE
BALANCE AT
12/31/2016
($)
Remondi 25,000 25,000 30,518 0 768,991
Chivavibul 19,999 19,999 16,206 0 278,778
Kane 25,000 25,000 25,840 0 247,102
Whorley 0 0 0 0 0
Hynes 0 0 15,628 0 205,517
79
NAME EXECUTIVE
CONTRIBUTIONS IN
2020 ⁽¹⁾
($) REGISTRANT
CONTRIBUTIONS IN
2020 ⁽²⁾
($) AGGREGATE
EARNINGS IN 2020
($) AGGREGATE
WITHDRAWALS /
DISTRIBUTIONS IN
2020
($) AGGREGATE
BALANCE AT
12/31/2020 ⁽³⁾
($)
Remondi 0 0 387,649 0 1,665,324
Fisher 0 0 1,760 0 11,389
Kane 185,265 0 71,871 0 759,107
Heleen 0 0 0 0 0
Hauber 0 0 74,855 0 332,792
Morris 0 0 3,010 0 19,406
Lown 0 0 11,165 (71,969) 0

(1) ~~Registrant Contributions listed here~~Executive contributions are ~~included under~~withheld from the ~~heading “Employer Contributions to Defined Contribution Plans”~~executive’s salary and/or non-equity incentive compensation for the relevant fiscal year and are reflected in ~~Footnote 7 to~~the relevant column in the Summary Compensation ~~Table.~~Table for that year.

~~2017 Proxy Statement~~(2) 58The Company does not make any contributions to the Deferred Compensation Plan effective for periods on or after January 1, 2019.

(3) The aggregate balance at fiscal year-end reflects current and prior fiscal year executive and registrant contributions previously reported in the Summary Compensation Table for those years for executives who were named executive officers in those years.

Arrangements with Named Executive Officers

Navient has not entered into an employment agreement with any of its NEOs. However, our NEOs (other than Mr. Lown) participate in the ~~company’s~~Company’s severance plans for senior officers, and each of our NEOs (other than Mr. Lown) is entitled to certain severance payments pursuant to the terms and conditions of those plans, which are described below.

Executive Severance Plan

Under Navient’s Executive Severance Plan for Senior Officers, eligible officers will receive a lump sum cash payment equal to (i) a multiple of base salary and an average annual incentive award (determined over the last 24 months), plus (ii) ~~pro-rated~~prorated target annual incentive award for the year of termination, upon the following events: (a) resignation from employment for good reason (as defined in the plan); (b) the Company’s decision to terminate an eligible officer’s employment for any reason other than for cause (as defined in the plan), death or disability; or (c) upon mutual agreement of the Company and the eligible officer. The multiplier for each eligible officer position is as follows: ~~CEO-2;~~CEO-2x; Executive and Senior Vice Presidents-1x. Each of our NEOs other than Mr. Remondi, Mr. Morris (Senior Vice President) and Mr. Lown (no longer employed by Navient) holds the title of Executive Vice ~~President-1.~~President. Under the plan, in no event will a severance payment exceed a multiple of three times an officer’s base salary and annual incentive award.

In addition to the cash severance payment, eligible officers will receive subsidized medical benefits and outplacement services for 18 months (24 months for the CEO). Treatment of outstanding equity awards upon severance is governed by the terms of the applicable equity award agreement and not the severance plan.

Change in Control Severance Plan

Under Navient’s Change in Control Severance Plan for Senior Officers, if a termination of employment for reasons defined in the plan occurs within 24 months following a change in control of the Company, the participant is entitled to receive a lump sum cash payment equal to two times the sum of his or her base salary and average annual incentive award (based on the prior two years). A participant will also be entitled to receive a pro-rated portion of his or her target annual incentive award for the year in which the termination occurs, as well as continuation of medical benefits for a two-year period. Treatment of outstanding equity awards upon a change in control is governed by the terms of the applicable equity award agreement and not the severance plan. Under the ~~plan,~~equity award agreements, outstanding equity awards become vested and non-forfeitable in connection with a change in control only if (i) the participant’s employment is terminated, or (ii) the acquiring or surviving entity does not assume the equity awards. The plan does not allow for tax gross-ups.

2021 Proxy Statement 70
80
Potential Payments upon Termination or Change in Control

The tables below reflect the amount of compensation that would have been payable to each of our NEOs (other than Mr. Lown, who ~~were~~was no longer employed as an executive ~~officers~~officer of Navient on December 31, ~~2016,~~2020), under various scenarios including if such individual’s employment had terminated and/or a change in control had occurred on December 31, ~~2016,~~2020, given the individual’s compensation and service levels as of December 31, ~~2016,~~2020, and based on Navient’s closing stock price of $9.82 per share on December ~~30, 2016~~31, 2020, the last trading date of ~~$16.43 per share.~~the year. The amounts disclosed in the tables below are in addition to: (i) compensation and benefits available prior to the occurrence of a termination of employment, such as vested stock options, and (ii) compensation and benefits available generally to all employees, such as distributions under Navient’s defined contribution retirement program, disability plans and accrued vacation pay.

The following severance arrangements were effective for our NEOs (other than Mr. Lown) who were employed as executive officers of Navient on December 31, ~~2016:~~2020: (i) the Navient Corporation Executive Severance Plan for Senior Officers,as amended and restated, (ii) the Navient Corporation Change in Control Severance Plan for Senior Officers, as amended and restated, and (iii) the Navient Corporation 2014 Omnibus Incentive ~~Plan.~~Plan, as amended and restated. Mr. Lown, who is not included in the tables below, did not receive any severance payments or benefits in connection with his resignation in May 2020.
~~2017 Proxy Statement~~ 59

Change in Control Without Termination

Name Equity
Vesting⁽¹⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement
($) Total
($)
Remondi —- —- —- —-
~~Chivavibul~~Fisher —- —- —- —-
Kane —- —- —- —-
~~Whorley~~Heleen —- —- —- —-
~~Hynes~~Hauber —- —- —- —-
Morris - - - -

(1) Under the ~~Change in Control Severance Plan for Senior Officers,~~equity award agreements, outstanding equity awards become vested and non-forfeitable in connection with a change in control only if (i) the participant’s employment is terminated, or (ii) the acquiring or surviving entity does not assume the equity awards. For purposes of this table, we have assumed that neither of these conditions is satisfied.

Change in Control and (i) Termination without Cause, or (ii) Termination for Good Reason

Name Equity
Vesting⁽²⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement⁽³⁾
($) Total
($) Equity
Vesting⁽²⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement⁽³⁾
($) Total
($)
Remondi 14,170,539 5,901,500 25,270 20,097,309 9,568,431 7,340,000 25,819 16,934,250
Chivavibul 3,584,275 2,206,090 22,865 5,813,230
Fisher 326,495 1,659,739 26,096 2,012,330
Kane 4,763,348 2,655,675 22,120 7,441,143 2,115,306 3,376,400 15,350 5,507,056
Whorley 4,061,015 2,612,475 15,727 6,689,217
Hynes 3,133,228 2,183,555 25,270 5,342,053
Heleen 1,470,230 2,825,900 25,819 4,321,949
Hauber 995,011 2,569,000 25,819 3,589,830
Morris 428,329 1,838,250 26,096 2,292,675

(2) For stock and stock unit awards, the amounts shown reflect the closing market price of Navient Common Stock on December ~~30, 2016~~31, 2020 ($~~16.43)~~9.82). For stock options where the December ~~30, 2016~~31, 2020 closing market price of Navient Common Stock was higher than the option exercise price, the amounts reflect the intrinsic value of the options as if they had been exercised on December ~~30, 2016.~~31, 2020. PSUs granted in 2018 vested at 83% of the target number of units based on Company performance over a three-year performance period (2018-20) and were settled on March 2, 2021. See discussion of 2018-20 PSUs in the Compensation Discussion and Analysis above for additional details. These 2018 PSUs are valued based on the number of PSUs actually earned for the three-year performance period ending on December 31, 2020.

(3) Includes Navient’s estimated portion of the cost of health care benefits for 24 months.

2021 Proxy Statement 71
81
Termination without Cause or Termination for Good Reason

Name Equity
Vesting⁽⁴⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement⁽⁵⁾
($) Total
($) Equity
Vesting⁽⁴⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement⁽⁵⁾
($) Total
($)
Remondi — 5,901,500 40,270 5,941,770 - 7,340,000 55,819 7,395,819
Chivavibul — 1,388,045 32,148 1,420,193
Fisher - 1,092,369 49,572 1,141,941
Kane — 1,665,337 31,590 1,696,927 - 2,033,200 41,512 2,074,712
Whorley — 1,523,737 26,795 1,550,532
Hynes — 1,369,277 33,952 1,403,229
Heleen - 1,701,700 49,364 1,751,064
Hauber - 1,547,000 49,364 1,596,364
Morris - 1,097,250 34,572 1,131,822

(4) By their terms, in the event of a termination without cause or a termination for good reason, outstanding Navient equity awards generally continue to vest pursuant to the vesting schedule set forth in each applicable award agreement as if the NEO remains employed by Navient through the pre-established vesting date. The value of 2019-21 PSUs and 2020-22 PSUs that would continue to vest is dependent on the achievement of the performance goals at the end of the applicable performance period. The value as of December 31, 2020 of 2018-20 PSUs and RSUs that would continue to vest is equal to the total of the amounts reported for each NEO in the “Market Value of Shares or Units of Stock That Have Not Yet Vested“ column on the Outstanding Equity Awards at Fiscal Year End table, above. All stock options that would continue to vest had a strike price that exceeded the price of a share of Navient Common Stock as of December 31, 2020.

(5) As President and Chief Executive Officer of Navient, Mr. Remondi is entitled to Navient’s estimated portion of the cost of health care benefits for a period of 24 months plus ~~$15,000~~$30,000 of outplacement services. Amounts for Messrs. ~~Chivavibul,~~Fisher, Kane, ~~Whorley,~~Heleen and ~~Hynes~~Hauber include Navient’s estimated portion of the cost of health care benefits for 18 months, plus $30,000 of outplacement services. Amounts for Mr. Morris include Navient’s estimated portion of the cost of health care benefits for 18 months, plus $15,000 of outplacement services.

~~2017 Proxy Statement~~ 60
Termination for Cause or Resignation (other than for Good Reason or Retirement)

Name Equity
Vesting⁽⁶⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement
($) Total
($)
Remondi —- —- —- —-
~~Chivavibul~~Fisher —- —- —- —-
Kane —- —- —- —-
~~Whorley~~Heleen —- —- —- —-
~~Hynes~~Hauber —- —- —- —-
Morris - - - -

(6) Vested and unvested equity awards are forfeited upon Termination for Cause (as defined in the Navient Corporation 2014 Omnibus Incentive ~~Plan).~~Plan, as amended and restated) or resignation other than for Good Reason or Retirement.

Termination upon Retirement

Name Equity
Vesting⁽⁷⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement
($) Total
($)
Remondi —- —- —- —-
~~Chivavibul~~Fisher —- —- —- —-
Kane —- —- —- —-
~~Whorley~~Heleen —- —- —- —-
~~Hynes~~Hauber —- —- —- —-
Morris - - - -

(7) ~~As of December 31, 2016, Messrs.~~Mr. Remondi ~~and Chivavibul were~~is eligible for retirement vesting of his outstanding equity awards pursuant to their terms and the Company’s retirement policy. Similarly, Mr. Heleen is eligible for retirement vesting of a portion of his outstanding equity awards. Outstanding equity awards generally continue to vest pursuant to the vesting schedule set forth in each applicable award agreement as if the NEO remains employed by Navient through the pre-established vesting date, provided that the NEO satisfies certain age and/or service conditions set forth in ~~each company’s~~the Company’s retirement policy. For equity awards originally granted by Former SLM prior to 2013, the award recipient must be age 60 or older upon retirement, or the award recipient must have attained a combination of age and years of service totaling at least 70 years, to be eligible for retirement vesting. For equity awards originally granted by Former SLM in 2013 or 2014, and for all Navient equity awards, theThe award recipient must be age 65 or older upon retirement, or the award recipient must have attained a combination of age and years of service totaling at least 75 years, to be eligible for retirement vesting. Service with both Former SLM and Navient is counted for these purposes. See footnote 4 above for the values of equity awards that would continue to vest for Mr. Remondi and Mr. Heleen.
2021 Proxy Statement 72
82

Termination by Death or Disability

Name Equity
Vesting⁽⁸⁾
($) Cash
Severance
($) Medical
Insurance / Outplacement
($) Total
($) Equity
Vesting⁽⁸⁾
($) Cash
Severance
($) Medical
Insurance /
Outplacement
($) Total
($)
Remondi 14,170,539 — 14,170,539 9,568,431 - - 9,568,431
Chivavibul 3,584,275 — 3,584,275
Fisher 326,495 - - 326,495
Kane 4,763,348 — 4,763,348 2,115,306 - - 2,115,306
Whorley 4,061,015 — 4,061,015
Hynes 3,133,228 — 3,133,228
Heleen 1,470,230 - - 1,470,230
Hauber 995,011 - - 995,011
Morris 428,329 - - 428,329

(8) The vesting of all outstanding equity awards will accelerate upon termination of employment due to death or disability. For stock and stock unit awards, the amounts shown reflect the closing market price of Navient Common Stock on December ~~30, 2016~~31, 2020 ($~~16.43)~~9.82). For stock options where the December ~~30, 2016~~31, 2020, closing market price of Navient Common Stock was higher than the option exercise price, the amounts reflect the intrinsic value of the options as if they had been exercised on December ~~30, 2016.~~31, 2020. PSUs granted in 2018 vested at 83% of the target number of units based on Company performance over a three-year performance period (2018-20) and were settled on March 2, 2021. See discussion of 2018-20 PSUs in the Compensation Discussion and Analysis above for additional details. These 2018 PSUs are valued based on the number of PSUs actually earned for the three-year performance period ending on December 31, 2020.

Actual Payments ~~upon~~Upon Termination

~~Each~~Mr. Lown resigned from the Company on May 29, 2020. He did not receive any severance payments or benefits or accelerated vesting of ~~our NEOs remained employed by Navient as an executive officer on December 31, 2016.~~
~~2017 Proxy Statement~~ 61
~~Proposal 4 — Approval~~any equity awards upon his separation, other than payment of ~~the Amended~~earned and ~~Restated Navient Corporation 2014 Omnibus Incentive Plan~~
~~In April 2014, we established the Navient Corporation 2014 Omnibus Incentive Plan (the “Incentive Plan”), which authorized the issuance of up to 45,000,000 shares of Common Stock~~vested retirement benefits pursuant to ~~equity incentives granted to employees~~the terms of those plans. Mr. Lown’s 2020, 2019 and ~~non-employee directors. Our sole shareholder at the time, the company now known as SLM Corporation, approved the Incentive Plan on April 8, 2014. We amended the Incentive Plan~~2018 long-term incentive awards were forfeited in ~~early April 2015 to impose a minimum vesting requirement on stock options~~connection with his resignation, and ~~stock appreciation rights (“SARs”) granted~~Mr. Lown did not receive any payment under the ~~Incentive Plan, and to clarify the plan’s restrictions on share recycling. Our shareholders subsequently approved the material terms of the Incentive Plan on May 21, 2015.~~
On April 4, 2017, the Board approved, on recommendation of the Compensation Committee, an amendment to the Incentive Plan increasing the number of shares authorized for issuance under the plan from 45,000,000 to 55,000,000, and making certain other changes to the Incentive Plan. The Board believes that the new share reserve should be sufficient for a period of five years, taking into account the potential addition of new board members and grant increases over at least that period.
~~We have also redesigned the Incentive Plan to conform to current corporate governance best practices. Key changes we have made in the design of the Incentive Plan include:~~
● ~~We have eliminated discretionary vesting of awards other than upon death, disability or change in control;~~
● ~~We have added a minimum one-year vesting requirement to all equity award types, subject to a five percent carve-out; and~~
● ~~We have specified that performance-based equity awards not assumed or converted upon a change in control will vest based on actual performance achieved to the date of the change in control.~~
~~Consistent with best practices, the Incentive Plan continues to prohibit:~~
● ~~automatic single-trigger vesting of time-based awards upon a change in control, except for awards that are not assumed by or converted into awards of the acquirer;~~
● ~~the payment of dividends or dividend equivalents on unvested awards of all award types until the awards vest;~~
● ~~the repricing or cash buyout of option and SAR awards other than in connection with a stock split or other recapitalization event;~~
● ~~“reload” options or SARs; and~~
● ~~liberal share recycling.~~
~~In addition, awards under the Incentive Plan continue to be subject to clawback in the event of a material misstatement of the~~ Company’s financial statements or performance resulting from a senior officer’s conduct, or in the event a senior officer commits fraud or other misconduct or materially violates corporate policy. The Company does not provide for tax gross-ups on any awards under the2020 Management Incentive Plan.

~~This proposal~~CEO Pay Ratio
Pursuant to ~~approve~~ the ~~amended~~Dodd-Frank Wall Street Reform and ~~restated Incentive Plan requires~~Consumer Protection Act (the “Dodd-Frank Act”), the ~~affirmative vote~~SEC adopted a rule requiring Navient to disclose annually: (i) the annual total compensation of the ~~holders~~median employee identified by Navient (as described below), (ii) the annual total compensation of ~~a majority~~Navient’s principal or chief executive officer (“CEO”), and (iii) the estimated ratio of the Common Stock present, represented and entitled to vote, and voting affirmatively or negatively at the Annual Meeting. Accordingly, shares that are not voted affirmatively or negatively with respect to this proposal, including abstentions and broker non-votes, will not be relevant to the outcome.these two amounts.

~~The following summary is qualified in~~To identify our median employee, we reviewed the annual compensation of all full-time, part-time, seasonal and temporary employees of Navient and its ~~entirety by reference to the Incentive Plan, which is attached to this proxy statement asAppendix A~~.
~~Summary of the Incentive Plan~~
~~In General.~~The Incentive Plan is administered by the Compensation and Personnel Committee (the “Compensation Committee”) of our Board, except that the non-employee members of the Board administer awards for non-employee directors. The Incentive Plan provides for various types of awards to be granted to participants, including awards both in cash and in or with respect to Common Stock and both short-term and long-term awards. Under the Incentive Plan, options
~~2017 Proxy Statement~~ 62
to purchase shares of Common Stock and stock appreciation rights, or SARs, may be granted, but the per share exercise price cannot be less than the fair market value per share of the Common Stock on the date of grant. Options and SARs must have fixed terms no longer than ten years. No dividend equivalent rights or units are permitted to be granted on options or SARs. In addition, repricing of options and SARs is prohibited under the Incentive Plan without approval of our shareholders, and options and SARs may not be cancelled in exchange for cash or other awards. Any stock awards (including options, SARs, restricted stock, restricted stock units and performance units) generally are subject to a minimum vesting period of one year from the date of grant, except that earlier vesting of such awards may occur in the events of death, disability or change in control. However, 5% of the total number of shares of Common Stock available for issuance under the Incentive Plan will not be subject to this minimum vesting period. The Incentive Plan also provides for cash awards.
~~Shares Reserved.~~ The Incentive Plan provides that the maximum number of shares of our Common Stock as to which awards, under the plan, may be granted is 55,000,000 shares, which is referred to as the maximum share limit, all of which may be issued as incentive stock options under Code Section 422. If an award expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the expired, terminated, cancelled or forfeited award will again be available for awards under the Incentive Plan. However, shares of Common Stock subject to awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an award and shares of Common Stock that have been delivered to the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an award are not again available for awards under the Incentive Plan. This prohibition against share recycling includes (i) shares of Common Stock that have been tendered or withheld in payment of an option, (ii) shares of Common Stock repurchased by the Company with option proceeds, and (iii) shares of Common Stock covered by a SAR, to the extent the SAR is exercised and settled in shares of Common Stock, and whether or not shares of Common Stock are actually issued to a participant upon exercise of the SAR.
Of the original 45,000,000 shares available for awards under the Incentive Plan, 23,072,624 shares were utilized in May 2014 to adjust and convert outstanding SLM Corporation (“SLM”) equity awards in connection with our separation from SLM. Additional details regarding the adjustment and conversion of SLM equity awards can be found in Navient’s Information Statement filed on Form 10 with the SEC on April 10, 2014 (our “Form 10”). As of March 30, 2017, the number of shares subject to outstanding stock option awards was 14,799,240, with a weighted average strike price of $12.36 and weighted average remaining life of 2.56 years, and the number of shares subject to outstanding full value awards was 4,657,313, for a total of 19,456,553 outstanding equity awards. The number of shares available for future awards under the Incentive Plan was 10,009,153affiliated companies as of ~~March 30, 2017.~~
~~Award Limits.~~ Under the Incentive Plan, no employee may be granted, in any calendar year period: (i) awards exercisable, covering or relating to more than 2,500,000 shares of Common Stock; or (ii) cash awards, restricted stock unit awards or performance unit awards that may be settled solely in cash having a value greater than $5,000,000. In addition, the aggregate grant-date value of all awards granted to any non-employee director during any single calendar year may not exceed $650,000.
~~Adjustments.~~~~The Incentive Plan provides~~December 31, 2020. As permitted under SEC rules, we treated an employee’s 2020 “annual compensation” for ~~appropriate adjustments in the number of shares of Common Stock subject to awards and available for future awards, the exercise price of outstanding awards,~~this purpose as ~~well as the maximum award limits under the Incentive Plan, in the event of changes in the outstanding Common Stock by reason of a merger, stock split or certain other events.~~
~~Eligibility.~~Employees and directors of the Company and its subsidiaries, and prospective employees and directors selected by the Compensation Committee or, in the case of directors, the non-employee members of the Board, are eligible to participate in the Incentive Plan. As of March 30, 2017, there were approximately 880 employees (including 6 executive officers) and 11 non-employee directors who were eligible to receive awards under the Incentive Plan.
~~Stock Options.~~The Compensation Committee determines, in connection with each option granted to employees, and the non-employee members of the Board, in the case of grants to non-employee directors, the exercise price, whether that price is payable in cash (and whether that may include proceeds of a sale assisted by a third party) or shares of Common Stock or both, the terms and conditions of exercise, the expiration date, whether the option will qualify as an incentive stock option under Code Section 422 or a nonqualified stock option, restrictions on transfer of the option, and other provisions not inconsistent with the Incentive Plan. The term of an option will not exceed ten years from the date of grant. Options may not include provisions that “reload” the option upon exercise.
~~Stock Appreciation Rights.~~ Every SAR entitles the participant, on exercise of the SAR, to receive in cash or shares of Common Stock a value equal to the excess of the fair market value of a specified number of shares of Common Stock at the time of exercise, over the exercise price established by the Compensation Committee or the non-employee members of the
~~2017 Proxy Statement~~ 63
Board, as applicable. A SAR may be granted in tandem with an option, and a holder of a tandem SAR may elect to exercise either the option or the SAR, but not both. The Compensation Committee or the non-employee members of the Board, as applicable, will determine the terms, conditions and limitations applicable to any SARs, including the term of any SARs, which may not be longer than ten years, and the date or dates upon which they become vested and exercisable. SARs may not include provisions that “reload” the SAR upon exercise.
~~Restricted Stock.~~ The terms, conditions and limitations applicable to a restricted stock award, including any restriction period, will be determined by the Compensation Committee or the non-employee members of the Board, as applicable.
~~Restricted Stock Units.~~ Restricted stock unit awards may be granted and/or settled in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the vested restricted stock unit award. The terms, conditions and limitations applicable to a restricted stock unit award, including any restriction period and the right to dividend equivalents, will be determined by the Compensation Committee or the non-employee members of the Board, as applicable.
~~Performance Units.~~ Each performance unit has an initial value that is established by the Compensation Committee on the date of grant. After the applicable performance period has ended, the value of the performance unit is determined as a function of the extent to which the corresponding performance goals were achieved. The Compensation Committee may settle earned performance units in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the earned performance units as soon as practicable after the end of the performance period and following the Compensation Committee’s determination of actual performance against the performance measures and related goals established by the Compensation Committee.
~~Minimum Vesting Period for Stock Awards.~~ Any options, SARs, restricted stock, restricted stock units, or performance units granted under the Incentive Plan, as amended and restated, are subject to a minimum vesting period of one year from the date of grant, except that earlier vesting of such awards may occur in the events of death, disability or change in control. However, 5% of the total number of shares of Common Stock available for issuance under the Incentive Plan will not be subject to this minimum vesting period.
~~Performance Awards.~~ Any award available under the Incentive Plan may be structured as a performance award. Performance awards not intended to qualify as qualified performance-based compensation under Code Section 162(m) will be based on achievement of such goals and will be subject to such terms, conditions and restrictions as the Compensation Committee may determine.
Performance awards granted under the Incentive Plan that are intended to qualify as qualified performance-based compensation under Code Section 162(m) will be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective performance goals established by the Compensation Committee. One or more of such goals may apply to the employee, one or more business units, divisions or sectors of Navient, or Navient as a whole, and if so desired by the Compensation Committee, by comparison with a peer group of companies. Performance awards may be based on any one or more of the following measures: (a) cash flow (including operating cash flow, free cash flow, cash flow return on capital, or cash flow per share), (b) core earnings per share (including earnings before interest, taxes, depreciation and amortization), (c) return measures (including return on assets, capital, equity, or sales), (d) total shareholder return, (e) productivity ratios, (f) expense targets or ratios, (g) revenue, (h) core income or net income, (i) core operating income or net operating income, (j) operating profit or net operating profit, (k) gross or operating margin, (l) return on operating revenue, (m) market share, (n) loan volume, (o) loan delinquencies, (p) loan defaults, (q) loan credit indicators (including FICO, co-borrower, payments made, GPA and graduation), (r) overhead or other expense reduction, (s) charge-off levels, (t) deposit growth, (u) margins, (v) operating efficiency, (w) economic value added, (x) customer or employee satisfaction, (y) debt reduction, (z) capital targets, (aa) consummation of acquisitions, dispositions, projects or other specific events or transactions, (bb) liquidity, (cc) capital adequacy, (dd) ratio of nonperforming to performing assets, (ee) ratio of common equity to total assets, or (ff) regulatory compliance metrics.
The performance measures described above are included in the Incentive Plan to enable the Compensation Committee, if it chooses to do so, to make stock awards or cash awards that qualify as qualified performance-based compensation under Code Section 162(m). The Compensation Committee can satisfy such requirements by, among other things, including provisions in awards that will make them payable solely on account of the attainment of one or more pre-established, objective performance goals based on performance measures that have been approved by our shareholders. Although the Compensation Committee is not required to include such provisions in awards, the inclusion of such provisions and compliance with certain other requirements of Code Section 162(m) would enable the Company to deduct from its taxable income the related compensation that it might not otherwise be able to deduct.
~~2017 Proxy Statement~~ 64
The Compensation Committee may provide in any particular performance award agreement that any evaluation of performance may include or exclude certain events that occur during a performance period, including but not limited to: (a) amortization, depreciation or impairment of tangible or intangible assets, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax law, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs or reductions in force or early retirement programs, (e) any unusual or infrequently occurring items that may be defined in an objective and non-discretionary manner under or by reference to U.S. Generally Accepted Accounting Principles, accounting standards or other applicable accounting standards in effect from time to time and/or in management’s discussion and analysis of financial condition and results of operations appearing in the our annual report to shareholders for the applicable year, (f) the sale of investments or non-core assets; (g) discontinued operations, categories or segments; (h) investments, acquisitions or dispositions; (i) political, legal and other business interruptions (such as due to war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, seizure, and regulatory requirements); (j) natural catastrophes; (k) currency fluctuations; (l) stock-based compensation expense; (m) early retirement of debt; (n) conversion of convertible debt securities; and (o) termination of real estate leases. Awards that are intended to qualify as qualified performance-based awards may not be adjusted upward but the Compensation Committee may retain the discretion to adjust upward awards not intended as qualified performance-based awards. The Compensation Committee may retain the discretion to adjust any performance awards downward, either on a formulaic or discretionary basis or any combination, as the Compensation Committee determines.
~~Vesting Upon Change in Control.~~ As amended and restated, the Incentive Plan requires “double-trigger” vesting provisions for all equity awards upon a change in control. Each award will become vested and non-forfeitable in connection with a change in control only if (i) the participant’s employment is terminated, or (ii) the acquiring or surviving entity does not assume the award. Performance-based equity awards will vest based on the performance terms of the award and based on actual performance achieved to the date of the change in control.
~~Duration; Plan Amendments.~~ The Incentive Plan will expire by its terms on April 7, 2024. The Board may at any time amend, modify, suspend or terminate the Incentive Plan (and the Compensation Committee may amend or modify an award agreement) but in doing so cannot adversely affect any outstanding award without the participant’s written consent or make any amendment without shareholder approval, to the extent such shareholder approval is otherwise required by applicable legal requirements.
~~Unfunded Plan.~~The Incentive Plan is unfunded. Although we may establish bookkeeping accounts with respect to participants who are entitled to cash, Common Stock or rights thereto under the Incentive Plan, we will use any such accounts merely as a bookkeeping convenience. We are not required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor will the Incentive Plan be construed as providing for such segregation, nor will Navient, our Board or our Compensation Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under the Incentive Plan. Any liability or obligation of Navient to any participant with respect to an award of cash, Common Stock or rights thereto under the Incentive Plan will be based solely on any contractual obligations that the Incentive Plan and any award agreement create, and no such liability or obligation of Navient will be deemed to be secured by any pledge or other encumbrance on any property of Navient. None of Navient, our Board or our Compensation Committee will be required to give any security or bond for the performance of any obligation that the Incentive Plan creates.
~~New Plan Benefits~~. Future awards under the Incentive Pan, as amended and restated, will be determined in the discretion of the Compensation Committee or the non-employee members of the Board and, as a result, it is not possible to determine the awards that will be granted to eligible employees or non-employee directors under the Incentive Plan at this time. During the Company’s 2016 fiscal year, the Company granted awards under the Incentive Plan to the Company’s Named Executive Officers as reported in the “Grants of Plan Based Awards Table” and to its non-employee directors as reported in the “Non-Employee Director Compensation Table,” in each case as described elsewhere in this proxy statement. During fiscal year 2016, the Company also granted awards with respect to 2,556,503 shares of the Company’s Common Stock (with an aggregate grant-date value of $8.965 million) to its executive officers as a group and awards with respect to 4,110,815 shares of the Company’s Common Stock (with an aggregate grant-date value of $20.892 million) to its non-executive employees as a group.
~~As of April 7, 2017, the latest practicable date before the filing of this proxy statement, the closing price per share of the Company’s Common Stock was $14.68.~~
~~2017 Proxy Statement~~ 65
~~Material Federal Income Tax Consequences of Awards under the Incentive Plan~~
The following summary is based on current interpretations of existing federal income tax laws. The discussion below is not purported to be complete, and it does not discuss the tax consequences arising in the context of the participant’s death or the income tax laws of any locality, state or foreign country in which a participant’s grants, income or gain may be taxable.
~~Stock Options.~~Some of the options issuable under the Incentive Plan may constitute incentive stock options, while other options granted under the Incentive Plan may be nonqualified stock options. The Code provides for special tax treatment of stock options qualifying as incentive stock options, which may be more favorable to employees than the tax treatment accorded nonqualified stock options. On grant of either form of option, the optionee will not recognize income for tax purposes and we will not receive any deduction. Generally, on the exercise of an incentive stock option, the optionee will recognize no income for U.S. federal income tax purposes. However, the difference between the exercise price of the incentive stock option and the fair market value of the shares at the time of exercise is an adjustment in computing alternative minimum taxable income that may require payment of an alternative minimum tax. On the sale of shares of Common Stock acquired by exercise of an incentive stock option (assuming that the sale does not occur within two years of the date of grant of the option or within one year of the date of exercise), any gain will be taxed to the optionee as long-term capital gain. In contrast, on the exercise of a nonqualified option, the optionee generally recognizes taxable income (subject to withholding) in an amount equal to the difference between the fair market value of the shares of Common Stock acquired on the date of exercise and the exercise price. On any sale of those shares by the optionee, any difference between the sale price and the fair market value of the shares on the date of exercise of the nonqualified option will be treated generally as capital gain or loss. No deduction is available to the Company on the exercise of an incentive stock option (although a deduction may be available if the employee sells the shares acquired on exercise before the applicable holding periods expire); however, on exercise of a nonqualified stock option, we generally are entitled to a deduction in an amount equal to the income recognized by the employee. Except in the case of the death or disability of an optionee, an optionee has three months after termination of employment in which to exercise an incentive stock option and retain favorable tax treatment on exercise. An incentive stock option exercised more than three months after an optionee’s termination of employment other than on death or disability of an optionee cannot qualify for the tax treatment accorded incentive stock options. Any such option would be treated as a nonqualified stock option for tax purposes.
~~Stock Appreciation Rights.~~The amount of any cash or the fair market value of any shares of Common Stock received by the holder on the exercise of SARs in excess of the exercise price will be subject to ordinary income tax in the year of receipt, and we will be entitled to a deduction for that amount.
~~Restricted Stock.~~Generally, a grant of shares of Common Stock under the Incentive Plan subject to vesting and transfer restrictions will not result in taxable income to the participant for federal income tax purposes or a tax deduction to the Company at the time of grant. The value of the shares will generally be taxable to the participant as compensation income in the year in which the restrictions on the shares lapse. Such value will be the fair market value of the shares as to which the restrictions lapse on the date those restrictions lapse. Any participant, however, may elect pursuant to Code Section 83(b) to treat the fair market value of the restricted shares on the date of grant as compensation income in the year of grant, provided the Compensation Committee or Board, as applicable, permits the election and the participant makes the election pursuant to Code Section 83(b) within 30 days after the date of grant. In any case, we will receive a deduction for federal income tax purposes equal to the amount of compensation included in the participant’s income in the year in which that amount is so included.
~~Restricted Stock Units.~~A grant of a right to receive shares of Common Stock or cash in lieu of the shares will result in taxable income for federal income tax purposes to the participant at the time the award is settled in an amount equal to the fair market value of the shares or the amount of cash awarded. We will be entitled to a corresponding deduction at such times for the amount included in the participant’s income.
~~Performance Units.~~ The amount of any cash or the fair market value of any shares of Common Stock received by the holder on the settlement of performance units under the Incentive Plan will be subject to ordinary income tax in the year of receipt, and we will be entitled to a deduction for that amount in the year in which that amount is included.
~~Cash Awards.~~ Cash awards under the Incentive Plan are taxable income to the participant for federal income tax purposes at the time of payment. The participant will have compensation income equal to the amount of cash paid, and we will have a corresponding deduction for federal income tax purposes.
~~2017 Proxy Statement~~ 66
~~Basis; Gain.~~ ~~A participant’s tax basis in vested shares of Common Stock acquired under the Incentive Plan is~~ equal to the sum of ~~the price paid for the shares, if any, and the amount of ordinary~~his or her gross income, ~~recognized by the participant~~as reported on payroll records, plus all employer contributions to Navient’s qualified retirement plan made on the ~~transfer~~employee’s behalf. In identifying the median employee, we excluded the CEO. As of ~~vested shares.~~December 31, 2020, Navient and its affiliated companies had approximately 7,500 employees, all of whom reside in the United States or a U.S. territory.
Navient’s CEO is Mr. Remondi. His annual total compensation for 2020 was $8,101,707, as reflected in the Summary Compensation Table. The ~~participant’s holding period~~2020 annual total compensation of the median employee identified by Navient, calculated in accordance with SEC rules regarding the Summary Compensation Table, was $40,126. Accordingly, Navient’s estimated 2020 pay ratio was 1 to 202.
SEC rules for identifying the ~~shares begins~~median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the ~~transfer~~pay ratio reported by other companies may not be comparable to the ~~participant~~Navient pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. In addition, the median employee’s annual total compensation is unique to that individual and therefore is not an indicator of ~~vested shares. If a participant sells shares,~~the annual total compensation of any ~~difference between the amount realized in the sale and the participant’s tax basis in the shares is taxed as long-term~~other individual or ~~short-term capital gain or loss (provided the shares are held as a capital asset on the date~~group of ~~sale), depending on the participant’s holding period for the shares.~~employees.
2021 Proxy Statement 73
83
Other Matters

~~Certain Tax Code Limitations on Deductibility.~~ In order for the Company to deduct the amounts described above, such amounts must constitute reasonable compensation for services rendered or to be rendered and must be ordinary and necessary business expenses. The ability to obtain a deduction for awards under the Incentive Plan could also be limited by Code Section 280G, which provides that certain excess parachute payments made in connection with a change in control of an employer are not deductible. The ability to obtain a deduction for amounts paid under the Incentive Plan could also be affected by Code Section 162(m), which limits the deductibility, for U.S. federal income tax purposes, of compensation paid to certain employees to $1 million during any taxable year. However, certain exceptions apply to this limitation in the case of qualified performance-based compensation. It is intended that the approval of the Incentive Plan by our shareholders will satisfy the shareholder approval requirement for the qualified performance-based exception and we will be able to comply with the requirements of the Code and Treasury Regulation Section 1.162-27 as they relate to the grant and payment of certain qualified performance-based awards (including Options and SARs) under the Incentive Plan so as to be eligible for the qualified performance-based exception. In certain cases, we may determine it is in our interests to not satisfy the requirements for the qualified performance-based exception.
~~Code Section 409A.~~ Code Section 409A generally provides that deferred compensation subject to Code Section 409A that does not meet the requirements for an exemption from Code Section 409A must satisfy specific requirements, both in operation and in form, regarding: (i) the timing of payment; (ii) the election of deferrals; and (iii) restrictions on the acceleration of payment. Failure to comply with Code Section 409A may result in the early taxation (and in some cases, plus interest) to the participant of deferred compensation and the imposition of a 20% additional tax imposed on the participant with respect to the deferred amounts included in the participant’s income.
~~2017 Proxy Statement~~ 67
~~Equity Compensation Plan Information~~
The following table summarizes information as of December 31, 2016, relating to our equity compensation plans or arrangements pursuant to which grants of options, restricted stock, restricted stock units, stock units or other rights to acquire shares may be granted from time to time.
PLAN CATEGORY NUMBER OF
SECURITIES TO
BE ISSUED UPON
EXERCISE OF
OUTSTANDING
OPTIONS AND
RIGHTS⁽¹⁾ WEIGHTED
AVERAGE
EXERCISE
PRICE OF
OUTSTANDING
OPTIONS AND
RIGHTS
($) AVERAGE
REMAINING
LIFE (YEARS)
OF OPTIONS
OUTSTANDING NUMBER OF
SECURITIES
REMAINING
AVAILABLE
FOR FUTURE
ISSUANCE
UNDER EQUITY
COMPENSATION
PLANS
Equity compensation plans approved by
security holders:

Navient Corporation 2014 Omnibus
Incentive Plan
Traditional options 151,100 25.24 0.4
Net-settled options 4,596,742 12.32 3.0
RSUs 3,803,139 — —
PSUs 871,944 — —
Total 9,422,925 12.73 3.0 12,740,947

Employee Stock Purchase Plan⁽²⁾ — — 0.0 616,462
Total approved by security holders 9,422,925 12.73 3.0 13,357,409
Total not approved by security holders — — — —
~~(1)~~ Upon exercise of a net-settled option, optionees are entitled to receive the after-tax spread shares only. The spread shares equal the gross number of options granted less shares for the option cost. Accordingly, this column reflects the net-settled option spread shares issuable at December 31, 2016, where provided.
~~(2)~~ Number of shares available for issuance under the Navient Corporation Employee Stock Purchase Plan (ESPP) as of December 31, 2016. The ESPP was approved on April 8, 2014 by the company now known as SLM Corporation, then our sole shareholder. The ESPP became effective May 1, 2014.
~~Board Recommendation~~
~~THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDED AND RESTATED NAVIENT CORPORATION 2014 OMNIBUS INCENTIVE PLAN.~~
~~2017 Proxy Statement~~ 68
~~Other Matters~~

Certain Relationships and Related Transactions

Navient maintains a written policy regarding review and approval of transactions with related parties. Transactions covered by the policy include any transaction involving Navient and an amount in excess of $120,000 in any year in which any director, nominee, executive officer, greater-than-five percent beneficial owner of the Company, or any of their respective immediate family members, has or had a direct or indirect material interest, other than as a director or less-than-ten percent owner of an entity involved in the transaction (a “Related Party Transaction”). Certain loans made in the ordinary course of Navient’s business to executive officers, directors and their family members are considered Related Party Transactions and may be required to be disclosed in the proxy statement but are pre-approved under the policy if they meet specified requirements. As of the date of this proxy statement, no such loans are outstanding.

As previously reported, the separation of Navient from SLM Corporation (the “Spin-Off”) was completed on April 30, 2014 (the “Distribution Date”). The separation was effected through the distribution by then SLM Corporation (“SLM”), on a one-to-one basis, of all of the shares of Common Stock of Navient (the “Distribution”) to the holders of shares of SLM Common Stock as of the close of business on April 22, 2014, the record date for the Distribution. As a result of the Distribution, Navient became an independent, publicly-traded company. To ensure a timely separation and migration of the customer data and information technology functions between Navient Solutions, Inc. (“NSI”) and SLM during the 24-month transition period subsequent to the Spin-Off, SLM acquired all of the issued and outstanding shares of a class of preferred stock (the “Special Preferred”) issued by NSI, the principal operating subsidiary of Navient at the time. The Special Preferred afforded SLM certain approval rights that terminated upon the redemption of the Special Preferred on the two-year anniversary of the Spin-Off on April 30, 2016. In addition to the Special Preferred, Navient and SLM entered into various other agreements designed to enable cooperation during the 24-month transition period. During 2016 Navient made payments to SLM in the amount of $566,249 and received payments from SLM in the amount of $11,996,843. For additional information relating to the Special Preferred or the Spin-Off transaction generally, see our Form 10 and the section captioned “Certain Relationships and Related Party Transactions” in the information statement filed as Exhibit 99.1 to our Form 10 which was filed with the SEC on April 10, 2014.

From the beginning of ~~2016~~2020 until the present, there have been no (and there are no currently proposed) transactions involving an amount in excess of $120,000 in which Navient was (or is to be) a participant and any executive officer, director, five percent beneficial owner of our Common Stock or member of the immediate family of any of the foregoing persons had (or will have) a direct or indirect material interest, except the compensation arrangements described in this proxy statement for our named executive officers and ~~directors.~~directors and the following transactions: As disclosed previously, on January 27, 2020, the Board of Directors, upon the recommendation of the Audit Committee, approved the repurchase of 20,346,464 shares of our common stock from certain subsidiaries and affiliates of Canyon Capital Advisors LLC and certain of its subsidiaries for an aggregate purchase price of $300,517,273.28. Additionally, Ms. Kathryn Miceli, sister-in-law of Joe Fisher, the Company’s Chief Financial Officer and Principal Accounting Officer, has been employed at Navient as Director, Private Credit Reporting since February 20, 2010. During 2020, Ms. Miceli received compensation in the amount of $173,288, which consists of base salary, bonus compensation and equity incentive compensation. Ms. Miceli’s compensation is comparable to the compensation paid to other employees in similar positions.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires Navient’s executive officers and directors, as well as persons who beneficially own more than 10 percent of the Common Stock, to file reports with the SEC on their ownership and changes in ownership of Navient Common Stock. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during the period from January 1, 2016 to December 31, 2016 all required reports were filed in a timely manner, with the exception of the following: (1) Three Form 4 filings with respect to John M. Kane, Timothy J. Hynes and Somsak Chivavibul, which were filed to report the disposition of 2,162, 727 and 1,427 shares respectively on May 4, 2016, should have been filed no later than May 3, 2016, and (ii) one Form 4 filing for Diane Suitt Gilleland, a non-employee director, which was filed to report the disposition of 10,000 shares filed on November 17, 2016, should have been filed on no later than November 16, 2017.

Other Matters for the ~~2017~~2021 Annual Meeting

As of the date of this proxy statement, there are no matters that the Board of Directors intends to present for a vote at the Annual Meeting other than the business items discussed in this proxy statement. In addition, Navient has not been notified of any other business that is proposed to be presented at the Annual ~~Meeting that has not been withdrawn.~~Meeting. If other matters now unknown to the Board of Directors come before the Annual Meeting, the proxy given by a shareholder electronically,

~~2017 Proxy Statement~~

telephonically or on a proxy card gives discretionary authority to the persons named by Navient to serve as proxies to vote such shareholder’s shares on any such matters in accordance with their best judgment.

Delinquent Section 16(a) Reports

A Section 16(a) of the Exchange Act requires our directors and officers and persons who own more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC and Nasdaq and to furnish us with copies of the reports. Specific due dates for these reports have been established and we are required to report in this Proxy Statement any failure by directors, officers and greater-than-10% holders to file such reports on a timely basis. Based on our review of such reports and written representations from our directors and officers, we believe that all such filing requirements were met with respect to 2020 with the exception of a single Form 4 filed on behalf of Joe Fisher upon his appointment as the Company’s Executive Vice President, Chief Financial Officer and Principal Accounting Officer. The Company was late in reporting this transaction because of a delay in its receipt of the appropriate SEC filing codes.

2021 Proxy Statement

Shareholder Proposals for the ~~2018~~2022 Annual Meeting

A shareholder who intends to introduce a proposal for consideration at Navient’s ~~2018~~2022 Annual Meeting may seek to have that proposal and a statement in support of the proposal included in the Company’s ~~2018~~2022 proxy statement if the proposal relates to a subject that is permitted under SEC Rule 14a-8. To be considered for inclusion, the proposal and supporting statement must be received by the Company no later than December ~~15, 2017,~~10, 2021 and must satisfy the other requirements of Rule 14a-8. The submission of a shareholder proposal does not guarantee that it will be included in Navient’s proxy statement.

Navient’s Bylaws provide that a shareholder may otherwise propose business for consideration or nominate persons for election to the Board of Directors, in compliance with federal proxy rules, applicable state law and other legal requirements and without seeking to have the proposal included in the Company’s proxy statement pursuant to Rule 14a-8. Navient’s Bylaws provide that any such proposals or nominations for the Company’s ~~2018~~2022 Annual Meeting must be received by it on or after January ~~25, 2018,~~20, 2022, and on or before February ~~26, 2018.~~19, 2022. Any such notice must satisfy the other requirements in Navient’s Bylaws applicable to such proposals and nominations. If a shareholder fails to meet these deadlines or fails to comply with the requirements of SEC Rule 14a-4(c), Navient may exercise discretionary voting authority under proxies it solicits to vote on any such proposal.

Proxy Access Procedures

The Company's Second Amended and Restated Bylaws generally permit a shareholder, or group of up to 20 shareholders, owning at least 3% of our outstanding shares for at least three years to nominate, and include in the Company's proxy materials, director nominees constituting up to the greater of two or 20% of the Company's Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in our bylaws. Written notice of proxy access director nominees must be received no later than the close of business on the 120^th day, nor earlier than the close of business on the 150^th day, prior to the first anniversary of the date our definitive proxy statement was first sent to stockholders in connection with the preceding year's annual meeting. With respect to the 2022 Annual Meeting, this notice must be received between November 10, 2021 and December 10, 2021, assuming the date of the 2022 Annual Meeting is not changed by more than 30 days before or after the first anniversary of the 2021 Annual Meeting. Any notices should be addressed to Chief Legal Officer and Secretary, Navient Corporation, 123 Justison Street, Wilmington, Delaware 19801.

Solicitation Costs

All expenses in connection with the solicitation of proxies for the Annual Meeting will be paid by Navient. We have engaged MacKenzie ~~Partners, Inc.~~ to solicit proxies for an estimated fee of $15,000 plus reimbursement for out-of-pocket costs. In addition, officers, directors, ~~regular~~certain employees or other agents of Navient may solicit proxies in person, by telephone, telefax, personal calls, or other electronic means. Navient will request banks, brokers, custodians and other nominees in whose names shares are registered to furnish to the beneficial owners of Navient’s Common Stock Notices of Availability of the materials related to the Annual Meeting, and including, if so requested by the beneficial owners, paper copies of our 2020 Annual Report on Form 10-K, this proxy statement and the proxy card and, upon request, the Company will reimburse such registered holders for their out-of-pocket and reasonable expenses in connection therewith.

Householding

To reduce the expense and reduce environmental effects of printing and delivering duplicate proxy materials to shareholders who may have more than one account holding Navient stock but share the same address, Navient has adopted a procedure approved by the SEC called “householding.” Under this procedure, ~~certain~~ registered shareholders who have the same address and last name, and who do not participate in electronic delivery of proxy materials, will receive one copy of the Notice of Internet Availability and, as applicable, any additional proxy materials that are delivered until such time as one or more of these shareholders notifies us that they want to receive separate copies. Shareholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

2021 Proxy Statement

If you are a registered shareholder and would like to have separate copies of the Notice of Internet Availability or proxy materials mailed to you in the future, or you would like to have a single copy of the Notice of Internet Availability or proxy materials mailed to you in the future, you must submit a request in writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717 or call at 1-800-542-1061. If you are a beneficial shareholder, please contact your bank or broker to opt in or out of householding.

However, please note that if you are a registered shareholder and wish to receive a separate proxy card or vote instruction form or other proxy materials for purposes of this year’s Annual Meeting, you should follow the instructions included in the Notice of Internet Availability that was sent to you and we will deliver promptly upon written or oral request, separate copies of the proxy materials for this year’s Annual Meeting.

~~2017~~2021 Proxy Statement

7076

~~APPENDIX A~~

~~NAVIENT CORPORATION~~

~~2014 OMNIBUS INCENTIVE PLAN~~

~~Amended and Restated as of April 4, 2017~~

~~NAVIENT CORPORATION~~

~~2014 OMNIBUS INCENTIVE PLAN~~

~~Table of Contents~~

Page

1. Plan 1

2. Objectives 1

3. Definitions 1

4. Eligibility 4

5. Common Stock Available for Awards 4

6. Administration 5

7. Delegation of Authority 6

8. Employee Awards 6

9. Director Awards 8

10. Award Payment; Dividends and Dividend Equivalents 8

11. Option Exercise 9

12. Taxes 9

13. Amendment, Modification, Suspension or Termination 9

14. Assignability 9

15. Adjustments 10

16. Change of Control 11

17. Restrictions 11

18. Unfunded Plan 11

19. Code Section 409A 11

20. Awards to Foreign Nationals and Employees Outside the United States 12

21. Governing Law 12

22. Right to Continued Service or Employment 12

23. Usage 12

24. Headings 12

25. Effectiveness 12

~~NAVIENT CORPORATION~~

~~2014 OMNIBUS INCENTIVE PLAN~~

~~Plan~~

Navient Corporation, a Delaware corporation (the “Company”), established this Navient Corporation 2014 Omnibus Incentive Plan (this “Plan”), effective as of April 7, 2014 (the “Effective Date”). The Company amended and restated the Plan effective April 6, 2015, to impose a minimum vesting requirement on stock options and stock appreciation rights granted under the Plan, and to clarify the Plan’s restrictions on share recycling, and again on April 4, 2017 to add shares to the Plan and make certain other changes. This Plan shall continue in effect for a term of 10 years after the Effective Date unless sooner terminated by action of the Board of Directors of the Company.

~~Objectives~~

This Plan is designed to attract and retain employees of the Company and its Subsidiaries (as defined herein), to attract and retain qualified non-employee directors of the Company, to encourage the sense of proprietorship of such employees and directors and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries. These objectives are to be accomplished by making Awards under this Plan and thereby providing Participants (as defined herein) with a proprietary interest in the growth and performance of the Company and its Subsidiaries.

~~Definitions.~~~~As used herein, the terms set forth below shall have the following respective meanings:~~

“~~Authorized Officer~~” means the Chairman of the Board, the Chief Executive Officer of the Company or the senior human resources officer of the Company (or any other senior officer of the Company to whom any of such individuals shall delegate the authority to execute any Award Agreement).

“~~Award~~” means the grant of any Option, Stock Appreciation Right, Stock Award, or Cash Award, any of which may be structured as a Performance Award, whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions, and limitations as the Committee may establish in accordance with the objectives of this Plan.

“~~Award Agreement~~” means the document (in written or electronic form) communicating the terms, conditions and limitations applicable to an Award. The Committee may, in its discretion, require that the Participant execute such Award Agreement, or may provide for procedures through which Award Agreements are made available but not executed. Any Participant who is granted an Award and who does not affirmatively reject the applicable Award Agreement shall be deemed to have accepted the terms of Award as embodied in the Award Agreement.

“~~Board~~~~” means the Board of Directors of the Company.~~

“~~Cash Award~~~~” means an Award denominated in cash.~~

“~~Cause~~” means, unless otherwise defined in an award agreement, either (i) a willful and continuing failure of a Participant to perform substantially his duties and responsibilities (other than as a result of the Participant’s death or Disability) and, if in the judgment of the Committee such willful and continuing failure may be cured by a Participant, that such failure has not been cured by the Participant within ten (10) business days after written notice of such was given to the Participant by the Committee, or (ii) that the Participant has committed an act of Misconduct (as defined below).

“~~Change in Control~~” means an occurrence of any of the following events: (a) an acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “person or group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than an employee benefit plan of the Company, immediately after which such person or group has “Beneficial Ownership” (within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the Company’s then outstanding Voting Securities; or (b) the consummation of (i) a merger, consolidation or reorganization involving the Company, unless either (A) the shareholders of the Company immediately before such merger, consolidation or reorganization own, directly or indirectly immediately following such merger, consolidation or reorganization, at least seventy-five percent (75%) of the combined voting power of the company resulting from such merger, consolidation or reorganization (the “Surviving Company”) in substantially the same proportion as their ownership immediately before such merger, consolidation or reorganization, or (B) at least a majority of the members of the Board of Directors of the Surviving Company were directors of the Company immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization, or (ii) a complete liquidation

or dissolution of the Company. Notwithstanding the foregoing, if an Award is subject to Code Section 409A, the definition of Change in Control shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(5)(i).

“~~Code~~~~” means the Internal Revenue Code of 1986, as amended from time to time.~~

“~~Committee~~” means the Compensation and Personnel Committee of the Board, and any successor committee thereto or such other committee of the Board as may be designated by the Board to administer this Plan in whole or in part including any subcommittee of the Board as designated by the Board.

“~~Common Stock~~~~” means the Common Stock, par value $0.01 per share, of the Company.~~

“~~Company~~~~” means Navient Corporation, a Delaware corporation, or any successor thereto.~~

“~~Covered Employee~~~~” means any Employee who is or may be a “covered employee,” as defined in Code Section 162(m).~~

“~~Director~~” means an individual serving as a member of the Board who is not an Employee and an individual who has agreed to become a director of the Company or any of its Subsidiaries and actually becomes such a director following such date of agreement.

“~~Director Award~~” means the grant of any Award (other than an Incentive Stock Option), whether granted singly, in combination, or in tandem, to a Participant who is a Director pursuant to such applicable terms, conditions, and limitations established by the Outside Board.

“~~Disability~~” means (1) if the Participant is an Employee, a disability that entitles the Employee to benefits under the Company’s long-term disability plan, as may be in effect from time to time, as determined by the plan administrator of the long-term disability plan or (2) if the Participant is a Director, a disability whereby the Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Notwithstanding the foregoing, if an Award is subject to Code Section 409A, the definition of Disability shall conform to the requirements of Treasury Regulation § 1.409A-3(i)(4)(i).

“~~Dividend Equivalents~~” means, in the case of Restricted Stock Units or Performance Units, an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to shareholders of record during the Restriction Period or performance period, as applicable, on a like number of shares of Common Stock that are subject to the Award.

“~~Employee~~” means (i) an employee of the Company or any of its Subsidiaries, and (ii) an individual who has agreed to become an employee of the Company or any of its Subsidiaries and actually becomes such an employee following such date of agreement.

“~~Employee Award~~~~” means the grant of any Award, whether granted singly, in combination, or in tandem, to an Employee pursuant to such applicable terms, conditions, and limitations established by the Committee.~~

“~~Exchange Act~~~~” means the Securities Exchange Act of 1934, as amended from time to time.~~

“~~Exercise Price~~~~” means the price at which a Participant may exercise his right to receive cash or Common Stock, as applicable, under the terms of an Award.~~

“~~Fair Market Value~~” of a share of Common Stock means, as of a particular date, (1) if shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, (2) if the Common Stock is not so listed, the average of the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by an inter-dealer quotation system, (3) if shares of Common Stock are not publicly traded, the most recent value determined by an independent appraiser appointed by the Committee for such purpose, or (4) if none of the above are applicable, the fair market value of a share of Common Stock as determined in good faith by the Committee.

“~~Good Reason~~” means, unless otherwise defined in an award agreement, a Participant’s resignation from his or her employment due to (a) a material reduction in the position or responsibilities of the Participant; (b) a reduction in the Participant’s annual base salary or a material reduction in the Participant’s compensation arrangements or benefits (provided that variability in the value of stock-based compensation or in the compensation provided under the Plan (or any similar incentive plan adopted by the Company from time to time) shall not be deemed to cause a material reduction in compensation); or (c) a relocation of the Participant’s primary work location to a distance of more than seventy-five (75) miles from its location as of the date of this amendment and restatement of the Plan without the consent of the Participant, unless such relocation results in the Participant’s primary work location being closer to the Participant’s then primary residence or does not substantially increase the average commuting time of the Participant.

“~~Grant Date~~~~” means the date an Award is granted to a Participant pursuant to this Plan.~~

“~~Incentive Stock Option~~~~” means an Option that is intended to comply with the requirements set forth in Code Section 422.~~

“~~Misconduct~~” means (a) an act of embezzlement, fraud, dishonesty, nonpayment of any obligation owed to the Company (or a Subsidiary), breach of fiduciary duty or deliberate disregard of Company (or Subsidiary) rules; an unauthorized disclosure of any Company (or Subsidiary) trade secret or confidential information; any conduct constituting unfair competition; inducing any customer of the Company (or a Subsidiary) to breach a contract with the Company (or a Subsidiary) or any principal for whom the Company (or a Subsidiary) acts as agent to terminate such agency relationship; or engaging in any other act or conduct proscribed by the senior human resources officer as Misconduct.

“~~Nonqualified Stock Option~~~~” means an Option that is not intended to comply with the requirements set forth in Code Section 422.~~

“~~Option~~~~” means a right to purchase a specified number of shares of Common Stock at a specified Exercise Price, which is either an Incentive Stock Option or a Nonqualified Stock Option.~~

“~~Outside Board~~~~” means the Board, excluding any member of the Board who is also an Employee, or any authorized delegate thereof consisting solely of one or more nonemployee Directors.~~

“~~Participant~~~~” means an Employee or Director to whom an Award has been made under this Plan.~~

“~~Performance Award~~~~” means an Award made pursuant to this Plan to a Participant which is subject to the attainment of one or more Performance Goals.~~

“~~Performance-Based Equity Award~~~~” means a Performance Award other than a Cash Award.~~

“~~Performance Goal~~~~” means one or more standards established by the Committee to determine in whole or in part whether a Performance Award shall be earned.~~

“~~Performance Unit~~” means a unit evidencing the right to receive in specified circumstances an amount of cash or one share of Common Stock or equivalent value in cash, the value of which at the time it is settled is determined as a function of the extent to which established performance criteria have been satisfied.

“~~Performance Unit Award~~~~” means an Award in the form of Performance Units.~~

“~~Qualified Performance Awards~~~~” has the meaning set forth in Paragraph 8(a)(vii)(B).~~

“~~Restricted Stock~~~~” means a share of Common Stock that is restricted or subject to forfeiture provisions.~~

“~~Restricted Stock Award~~~~” means an Award in the form of Restricted Stock.~~

“~~Restricted Stock Unit~~~~” means a unit evidencing the right to receive in specified circumstances one share of Common Stock or equivalent value in cash that is restricted or subject to forfeiture provisions.~~

“~~Restricted Stock Unit Award~~~~” means an Award in the form of Restricted Stock Units.~~

“~~Restriction Period~~” means a period of time beginning as of the date upon which a Restricted Stock Award or Restricted Stock Unit Award is made pursuant to this Plan and ending as of the date upon which such Award is no longer restricted or subject to forfeiture provisions.

“~~Retirement~~” means a Participant’s termination of employment with the Company (or a Subsidiary) in which the Participant meets the Company’s retirement eligibility requirements under the Company’s retirement eligibility policy in effect as of the Grant Date, which shall be determined by the Company in its sole discretion.

“~~Stock Appreciation Right~~~~” or “~~~~SAR~~” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock on the date the right is exercised over a specified Exercise Price.

“~~Stock Award~~” means an Award in the form of shares of Common Stock, including a Restricted Stock Award, and a Restricted Stock Unit Award or Performance Unit Award that may be settled in shares of Common Stock, and excluding Options and SARs.

“~~Stock-Based Award Limitations~~~~” has the meaning set forth in Paragraph 5.~~

“~~Subsidiary~~” means (1) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the shareholders of such corporation, and (2) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).

“~~Time-Based Equity Award~~~~” means any Stock Award, Option or SAR, other than a Performance Award.~~

~~Eligibility~~

~~(a)~~ ~~Employees~~~~. All Employees are eligible for Employee Awards under this Plan,~~~~provided, however~~, that if the Committee makes an Employee Award to an individual whom it expects to become an Employee following the Grant Date of such Award, such Award shall be subject to (among other terms and conditions) the individual actually becoming an Employee.

~~(b)~~ ~~Directors~~~~. All Directors are eligible for Director Awards under this Plan,~~~~provided, however~~, that if the Outside Board makes a Director Award to an individual whom it expects to become a Director following the Grant Date of such Award, such Award shall be subject to (among other terms and conditions) the individual actually becoming a Director.

The Committee (or the Outside Board, in the case of Director Awards) shall determine the type or types of Awards to be made under this Plan and shall designate from time to time the Employees or Directors who are to be granted Awards under this Plan.

~~Common Stock Available for Awards~~

Subject to the provisions of Paragraph 15 hereof, there shall be available for Awards under this Plan granted wholly or partly in Common Stock (including rights or Options that may be exercised for or settled in Common Stock) an aggregate of 55,000,000 shares (the “Maximum Share Limit”), consisting of (i) 10,000,000 shares of Common Stock newly authorized for issuance and subject to approval of the Company’s shareholders at the Company’s 2017 annual meeting, and (ii) 45,000,000 shares of Common Stock previously authorized for issuance. All of the shares of Common Stock authorized for issuance under the Plan shall be available for Incentive Stock Options. Each Stock Award granted under this Plan shall be counted against the Maximum Share Limit as one share of Common Stock; each Option and SAR shall be counted against the Maximum Share Limit as one share of Common Stock.

Awards settled in cash shall not reduce the Maximum Share Limit under the Plan. If an Award expires or is terminated, cancelled or forfeited, the shares of Common Stock associated with the expired, terminated, cancelled or forfeited Awards shall again be available for Awards under the Plan, and the Maximum Share Limit shall be increased by the same amount as such shares were counted against the Maximum Share Limit (~~i.e~~., increased by one share of Common Stock, if a Stock Award, and one share of Common Stock, if an Option or SAR). The following shares of Common Stock shall not become available again for issuance under the Plan:

~~(a) Shares of Common Stock that have been retained or withheld by the Company in payment or satisfaction of the Exercise Price, purchase price or tax withholding obligation of an Award;~~

(b) Shares of Common Stock that have been delivered (either actually or by attestation) to the Company in payment or satisfaction of the Exercise Price, purchase price or tax withholding obligation of an Award;

~~(c) Shares of Common Stock tendered or withheld in payment of an Option; and;~~

~~(d) Shares repurchased by the Company with Option proceeds.~~

In addition, shares of Common Stock covered by a SAR, to the extent the SAR is exercised and settled in shares of Common Stock, and whether or not shares of Common Stock are actually issued to the Participant upon exercise of the SAR, shall be considered issued or transferred pursuant to the Plan.

The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.

~~Notwithstanding anything to the contrary contained in this Plan, the following limitations shall apply to any Awards made hereunder:~~

(a) No Employee may be granted during any calendar year Awards exercisable, covering or relating to more than 2,500,000 shares of Common Stock (the “Stock-Based Award Limitation”); and

(b) No Employee may be granted during any calendar year (1) Cash Awards or (2) Restricted Stock Unit Awards or Performance Unit Awards that may be settled solely in cash, having a value determined on the Grant Date in excess of $5,000,000.

~~Administration~~

~~(a)~~ ~~Authority of the Committee~~~~. Except as otherwise provided in this Plan with respect to actions or determinations by the Board, this Plan shall be administered by the Committee;~~~~provided, however~~, that (i) any and all members of the Committee shall satisfy any independence requirements prescribed by any stock exchange on which the Company lists its Common Stock; (ii) Awards may be granted to individuals who are subject to Section 16(b) of the Exchange Act only if the Committee is comprised solely of two or more “Non-Employee Directors” as defined in Securities and Exchange Commission Rule 16b-3 (as amended from time to time, and any successor rule, regulation or statute fulfilling the same or similar function); and (iii) any Award intended to qualify for the “performance-based compensation” exception under Code Section 162(m) shall be granted only if the Committee is comprised solely of two or more “outside directors” within the meaning of Code Section 162(m) and regulations pursuant thereto. Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper, all of which powers shall be exercised in the best interests of the Company and in keeping with the objectives of this Plan. Subject to Paragraph 6(c) hereof, the Committee may, in its discretion, (x) provide for the extension of the exercisability of an Award;~~provided, however~~, that no such action shall permit the term of any Option to be greater than 10 years from its Grant Date; (y) in the event of death or Disability, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is, in either case, (1) not adverse to the Participant to whom such Award was granted, or (2) consented to by such Participant; or (z) in the event of a Change in Control, take any action authorized by Paragraph 16 hereof. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award Agreement in the manner and to the extent the Committee deems necessary or desirable to further this Plan’s purposes. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned. The Outside Board shall have the same powers as the Committee with respect to Director Awards.

~~(b)~~ ~~Indemnity~~. No member of the Board or the Committee or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of Paragraph 7 of this Plan shall be liable for anything done or omitted to be done by him, by any member of the Board or the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his own willful misconduct or as expressly provided by statute.

~~(c)~~ ~~Prohibition on Repricing of Awards~~. Subject to the provisions of Paragraph 15 hereof, the terms of outstanding Award Agreements may not be amended without the approval of the Company’s shareholders so as to (i) reduce the Exercise Price of any outstanding Options or SARs or (ii) cancel any outstanding Options or SARs in exchange for cash or other Awards, or Options or SARs with an Exercise Price that is less than the Exercise Price of the original Options or SARs.

~~(d)~~ ~~Minimum Vesting Period.~~Each Stock Award, Option and SAR shall have a minimum vesting period of one year from the date of grant. The foregoing notwithstanding, 5% of the total number of shares of Common Stock available for issuance under this Plan shall not be subject to the minimum vesting requirement described in the preceding sentence.

~~Delegation of Authority~~

The Committee may delegate any of its authority to grant Awards to Employees who are not subject to Section 16(b) of the Exchange Act, subject to Paragraph 6(a) above, to the Board or to any other committee of the Board, provided such delegation is made in writing and specifically sets forth such delegated authority. The Committee may also delegate to an Authorized Officer authority to execute on behalf of the Company any Award Agreement. The Committee and the Board, as applicable, may engage or authorize the engagement of a third party administrator to carry out administrative functions under this Plan. Any such delegation hereunder shall only be made to the extent permitted by applicable law.

~~Employee Awards~~

(a) The Committee shall determine the type or types of Employee Awards to be made under this Plan and shall designate from time to time the Employees who are to be the recipients of such Awards. Each Award shall be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee, in its sole discretion, and, if required by the Committee, shall be signed by the Participant to whom the Award is granted and by an Authorized Officer for and on behalf of the Company. Awards may consist of those listed in this Paragraph 8(a) hereof and may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other plan of the Company or any of its Subsidiaries, including the plan of any acquired entity;~~provided, however~~, that, except as contemplated in Paragraph 15 hereof, no Option or SAR may be issued in exchange for the cancellation of an Option or SAR with a higher Exercise Price nor may the Exercise Price of any Option or SAR be reduced. All or part of an Award may be subject to conditions established by the Committee. Upon the termination of employment by a Participant who is an Employee, any unexercised, unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement or in any other written agreement the Company has entered into with the Participant.

~~(i)~~ ~~Options~~. An Employee Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of either an Incentive Stock Option or a Nonqualified Stock Option. The price at which shares of Common Stock may be purchased upon the exercise of an Option shall be not less than the Fair Market Value of the Common Stock on the Grant Date. The term of an Option shall not exceed 10 years from the Grant Date. Options may not include provisions that “reload” the Option upon exercise. Subject to the foregoing provisions, including the minimum vesting requirement described in this Paragraph 8(a), the terms, conditions and limitations applicable to any Option, including, but not limited to, the term of any Option and the date or dates upon which the Option becomes vested and exercisable, shall be determined by the Committee.

~~(ii)~~ ~~Stock Appreciation Rights~~. An Employee Award may be in the form of an SAR. The Exercise Price for an SAR shall not be less than the Fair Market Value of the Common Stock on the Grant Date. The holder of a tandem SAR may elect to exercise either the Option or the SAR, but not both. The exercise period for an SAR shall extend no more than 10 years after the Grant Date. SARs may not include provisions that “reload” the SAR upon exercise. Subject to the foregoing provisions, including the minimum vesting requirement described in this Paragraph 8(a), the terms, conditions, and limitations applicable to any SAR, including, but not limited to, the term of any SAR and the date or dates upon which the SAR becomes vested and exercisable, shall be determined by the Committee.

~~(iii)~~ ~~Stock Awards~~. An Employee Award may be in the form of a Stock Award. The terms, conditions and limitations applicable to any Stock Award, including, but not limited to, vesting or other restrictions, shall be determined by the Committee, and subject to the minimum Restriction Period and performance period requirements and any other applicable requirements described in this Paragraph 8(a).

~~(iv)~~ ~~Restricted Stock Unit Awards~~. An Employee Award may be in the form of a Restricted Stock Unit Award. The terms, conditions and limitations applicable to a Restricted Stock Unit Award, including, but not limited to, the Restriction Period and the right to receive Dividend Equivalents, if any, shall be determined by the Committee. Subject to the terms of this Plan, the Committee, in its sole discretion, may settle Restricted Stock Units in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the vested Restricted Stock Units.

~~(v)~~ ~~Performance Unit Awards~~. An Employee Award may be in the form of a Performance Unit Award. Each Performance Unit shall have an initial value that is established by the Committee on the Grant Date. Subject to the terms of this Plan, after the applicable performance period has ended, the Participant shall be entitled to receive settlement of the value and number of Performance Units earned by the Participant over the performance period, to be determined as a function of the extent to which the corresponding performance goals have been achieved. Settlement of earned Performance Units shall be as determined by the Committee and as evidenced in an Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may settle earned Performance Units in the form of cash or in shares of Common Stock (or in a combination thereof) equal to the value of the earned Performance Units as soon as practicable after the end of the performance period and following the Committee’s determination of actual performance against the performance measures and related goals established by the Committee. The terms, conditions and limitations applicable to a Performance Unit Award, including, but not limited to, the Restriction Period and the right to Dividend Equivalents, if any, shall be determined by the Committee.

~~(vi)~~ ~~Cash Awards~~. An Employee Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to a Cash Award, including, but not limited to, vesting or other restrictions, shall be determined by the Committee.

~~(b)~~ ~~Performance Awards~~. Without limiting the type or number of Awards that may be made under the other provisions of this Plan, any Employee Award granted under this Plan may be structured as a Performance Award. The terms, conditions and limitations applicable to an Award that is a Performance Award shall be determined by the Committee. The Committee shall set Performance Goals in its discretion which, depending on the extent to which they are met, will determine the value and/or amount of Performance Awards that will be paid out to the Participant and/or the portion of an Award that may be exercised.

~~(i)~~ ~~Nonqualified Performance Awards~~. Performance Awards granted to Employees that are not intended to qualify as qualified performance-based compensation under Code Section 162(m) shall be based on achievement of such Performance Goals and be subject to such terms, conditions and restrictions as the Committee or its delegate shall determine.

~~(ii)~~ ~~Qualified Performance Awards~~. Performance Awards granted to Employees under this Plan that are intended to qualify as qualified performance-based compensation under Code Section 162(m) shall be paid, vested or otherwise deliverable solely on account of the attainment of one or more pre-established, objective Performance Goals established by the Committee prior to the earlier to occur of (1) 90 days after the commencement of the period of service to which the Performance Goal relates and (2) the lapse of 25% of the period of service (as scheduled in good faith at the time the goal is established), and in any event while the outcome is substantially uncertain. A Performance Goal is objective if a third party having knowledge of the relevant facts could determine whether the goal is met. One or more of such goals may apply to the Employee, one or more business units, divisions or sectors of the Company, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies. A Performance Goal shall include one or more of the following: (a) cash flow (including operating cash flow, free cash flow, cash flow return on capital, or cash flow per share), (b) core earnings per share (including earnings before interest, taxes, depreciation and amortization), (c) return measures (including return on assets, capital, equity, or sales), (d) total shareholder return, (e) productivity ratios, (f) expense targets or ratios, (g) revenue, (h) core income or net income, (i) core operating income or net operating income, (j) operating profit or net operating profit, (k) gross or operating margin, (l) return on operating revenue, (m)

market share, (n) loan volume, (o) loan delinquencies, (p) loan defaults, (q) loan credit indicators (including FICO, co-borrower, payments made, GPA and graduation), (r) overhead or other expense reduction, (s) charge-off levels, (t) deposit growth, (u) margins, (v) operating efficiency, (w) economic value added, (x) customer or employee satisfaction, (y) debt reduction, (z) capital targets, (aa) consummation of acquisitions, dispositions, projects or other specific events or transactions, (bb) liquidity, (cc) capital adequacy, (dd) ratio of nonperforming to performing assets, (ee) ratio of common equity to total assets, or (ff) regulatory compliance metrics.

Unless otherwise stated, such a Performance Goal need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria). In interpreting Plan provisions applicable to Qualified Performance Awards, it is the intent of this Plan to conform with the standards of Code Section 162(m) and Treasury Regulation § 1.162-27(e)(2)(i), as to grants to Covered Employees and the Committee in establishing such goals and interpreting this Plan shall be guided by such provisions. Prior to the payment of any compensation based on the achievement of Performance Goals applicable to Qualified Performance Awards, the Committee must certify in writing that applicable Performance Goals and any of the material terms thereof were, in fact, satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made shall be treated as such written certification. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Qualified Performance Awards made pursuant to this Plan shall be determined by the Committee. The Committee may provide in any such Performance Award that any evaluation of performance may include or exclude certain events that occur during a Performance Period including but not limited to: (i) amortization, depreciation or impairment of tangible or intangible assets, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other laws or provisions affecting reported results, (iv) accruals for reorganization and restructuring programs or reductions in force or early retirement programs, (v) any unusual or infrequently occurring items that may be defined in an objective and non-discretionary manner under or by reference to U.S. Generally Accepted Accounting Principles, accounting standards or other applicable accounting standards in effect from time to time and/ or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year, (vi) the sale of investments or non-core assets; (vii) discontinued operations, categories or segments; (viii) investments, acquisitions or dispositions; (ix) political, legal and other business interruptions (such as due to war, insurrection, riot, terrorism, confiscation, expropriation, nationalization, deprivation, seizure, and regulatory requirements); (x) natural catastrophes; (xi) currency fluctuations; (xii) stock based compensation expense; (xiii) early retirement of debt; (xiv) conversion of convertible debt securities; and (xv) termination of real estate leases.

~~(iii)~~ ~~Adjustment of Performance Awards~~. Awards that are intended to qualify as Performance Awards may not be adjusted upward. The Committee may retain the discretion to adjust such Performance Awards downward, either on a formula or discretionary basis or any combination, as the Committee determines.

~~Director Awards~~

The Outside Board has the sole authority to grant Director Awards from time to time in accordance with this Paragraph 9. Director Awards may consist of the forms of Award described in Paragraph 8, with the exception of Incentive Stock Options, may be granted singly, in combination, or in tandem and shall be granted subject to such terms and conditions as specified in Paragraph 8. Each Director Award may, in the discretion of the Outside Board, be embodied in an Award Agreement, which shall contain such terms, conditions, and limitations as shall be determined by the Outside Board, in its sole discretion. The maximum aggregate grant-date value of all Director Awards granted to any single Director during any single calendar year shall be $650,000.

~~10.~~

~~Award Payment; Dividends and Dividend Equivalents~~

~~(a)~~ ~~General~~. Payment of Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee (or the Outside Board, in the case of Director Awards) shall determine, including, but not limited to, in the case of Common Stock, restrictions on transfer and forfeiture provisions. For a Restricted Stock Award, the certificates evidencing the shares of such Restricted Stock (to the extent that such shares are so evidenced) shall contain appropriate legends and restrictions that describe the terms

and conditions of the restrictions applicable thereto. For a Restricted Stock Unit Award that may be settled in shares of Common Stock, the shares of Common Stock that may be issued at the end of the Restriction Period shall be evidenced by book entry registration or in such other manner as the Committee may determine.

~~(b)~~ ~~Dividends and Dividend Equivalents~~. Dividends and/or Dividend Equivalents shall not be made part of any Options or SARs. Rights to (1) dividends will be extended to and made part of any Restricted Stock Award and (2) Dividend Equivalents may be extended to and made part of any Restricted Stock Unit Award and Performance Unit Award, subject in each case to such terms, conditions and restrictions as the Committee may establish;~~provided, however~~, that any such dividends or Dividend Equivalents paid with respect to unvested Stock Awards, including Stock Awards subject to Performance Goals shall be subject to the same restrictions and/or Performance Goals as applicable, as the underlying Stock Award.

~~11.~~

~~Option Exercise~~

The Exercise Price shall be paid in full at the time of exercise in cash or, if permitted by the Committee and elected by the Participant, the Participant may purchase such shares by means of the Company withholding shares of Common Stock otherwise deliverable on exercise of the Award or tendering Common Stock valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee, in its sole discretion, shall determine acceptable methods for Participants to tender Common Stock or other Awards. The Committee may provide for procedures to permit the exercise or purchase of such Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award (including cashless exercise procedures approved by the Committee involving a broker or dealer approved by the Committee). The Committee may adopt additional rules and procedures regarding the exercise of Options from time to time, provided that such rules and procedures are not inconsistent with the provisions of this Paragraph 11.

~~12.~~

~~Taxes~~

The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of required withholding taxes or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes;~~provided, however,~~that the number of shares of Common Stock withheld for payment of required withholding taxes must equal no more than the maximum individual statutory rate in the applicable jurisdiction, as determined in accordance with generally accepted accounting principles. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.

~~13.~~

~~Amendment, Modification, Suspension or Termination~~

The Board may amend, modify, suspend or terminate this Plan (and the Committee may amend an Award Agreement) for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (1) no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant and (2) no amendment or alteration shall be effective prior to its approval by the shareholders of the Company to the extent shareholder approval is otherwise required by applicable legal requirements or the requirements of the securities exchange on which the Company’s stock is listed, including any amendment that expands the types of Awards available under this Plan, materially increases the number of shares of Common Stock available for Awards under this Plan, materially expands the classes of persons eligible for Awards under this Plan, materially extends the term of this Plan, materially changes the method of determining the Exercise Price of Options, deletes or limits any provisions of this Plan that prohibit the repricing of Options or SARs, or decreases any minimum vesting requirements for any Stock Award.

~~14.~~

~~Assignability~~

Unless otherwise determined by the Committee (or the Outside Board in the case of Director Awards) and expressly provided for in an Award Agreement, no Award or any other benefit under this Plan shall be assignable or otherwise transferable except (1) by will or the laws of descent and distribution or (2) pursuant to a domestic relations order issued by a court of competent jurisdiction that is not contrary to the terms and conditions of this Plan or applicable Award and in a form acceptable to the Committee. The Committee may prescribe and include in applicable Award Agreements other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this Paragraph 14 shall be null and void. Notwithstanding the foregoing, no Award may be transferred for value or consideration.

~~15.~~

~~Adjustments~~

(a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, then (1) the number of shares of Common Stock reserved under this Plan, (2) the number of shares of Common Stock covered by outstanding Awards in the form of Common Stock or units denominated in Common Stock, (3) the Exercise Price or other price in respect of such Awards, (4) the Stock-Based Award Limitations, and (5) the appropriate Fair Market Value and other price determinations for such Awards shall each be proportionately adjusted by the Committee as appropriate to reflect such transaction. In the event of any other recapitalization or capital reorganization of the Company, any consolidation or merger of the Company with another corporation or entity, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), the Committee shall make appropriate adjustments to (i) the number and kind of shares of Common Stock covered by Awards in the form of Common Stock or units denominated in Common Stock, (ii) the Exercise Price or other price in respect of such Awards, (iii) the appropriate Fair Market Value and other price determinations for such Awards, and (iv) the Stock-Based Award Limitations to reflect such transaction; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without increasing, the value of such Awards.

(c) In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee may make such adjustments to Awards or other provisions for the disposition of Awards as it deems equitable, and shall be authorized, in its discretion, (1) to provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Committee determines) for an Award or the assumption of the Award, regardless of whether in a transaction to which Code Section 424(a) applies, (2) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the Award and, if the transaction is a cash merger, provide for the termination of any portion of the Award that remains unexercised at the time of such transaction, or (3) to cancel any such Awards and to deliver to the Participants cash in an amount that the Committee shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or Stock Appreciation Rights shall be the excess of the Fair Market Value of Common Stock on such date over the Exercise Price of such Award.

(d) Notwithstanding anything to the contrary in Paragraph 15(c), the vesting of any Stock Awards, Options or SARs shall be accelerated upon an event described in Paragraph 15(c) only if the awards are not assumed by or substituted for awards of the surviving or acquiring entity, and the acceleration of vesting of any Performance-Based Equity Awards upon such event shall be adjusted for actual performance and/or the fractional performance period through the date of the event.

(e) No adjustment or acceleration pursuant to this Paragraph 15 shall be made in a manner that results in noncompliance with the requirements of Code Section 409A, to the extent applicable. For purposes of Code Section 409A, the immediate settlement of Awards whose vesting has been accelerated pursuant to the provisions hereof or of Paragraph 16 below shall, to the extent required in order to comply with Code Section 409A, conform to the requirements for a termination and liquidation of the Plan and all outstanding Awards under the Plan that are subject to Code Section 409A in accordance with Treasury Regulation § 1.409A-3(j)(4)(ix)(B).

~~16. Change of Control.~~~~Notwithstanding anything in Paragraph 15 to the contrary, the provisions of this Paragraph 16 shall apply to an outstanding Award if a Change in Control occurs.~~

(a) If a Change in Control triggered by clause (b) of the definition thereof occurs and outstanding Awards are not assumed or continued by the acquiring or surviving entity in the transaction, then upon consummation of the Change in Control: (1) if an Award is a Time-Based Equity Award, it shall vest fully and completely, any and all restrictions shall lapse, and (if an Option or SAR) it shall be fully exercisable; or (2) if an Award is a Performance-Based Equity Award, it shall vest based on the performance terms of the Award and based on actual performance achieved to the date of the Change in Control. The Committee may adjust the performance goals of a Performance Award in its good faith discretion to account for the shortened performance period.

(b) If a Change in Control triggered by clause (a) of the definition thereof occurs, or if the acquiring or surviving entity in a Change in Control triggered by clause (b) of the definition thereof assumes or continues the Award, then no acceleration of vesting, exercisability and/or payment of an outstanding Award shall occur in connection with the Change in Control; provided, however, that individual Awards may provide for acceleration if the Participant’s employment with the Company (or any Subsidiary), or with any acquiring or surviving entity in the transaction (as the case may be), terminates in connection with the Change in Control due to a qualifying termination of employment under the circumstances provided in the Award, including (by way of example and not of limitation) any termination of employment other than either (x) involuntary termination by the Company, Subsidiary, or acquiring or surviving entity for Cause, or (y) voluntary termination by the Participant other than due to Retirement or Good Reason.

~~17.~~

~~Restrictions~~

No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions.

~~18.~~

~~Unfunded Plan~~

This Plan is unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the Company, the Board or the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan. With respect to this Plan and any Awards granted hereunder, Participants are general and unsecured creditors of the Company and have no rights or claims except as otherwise provided in this Plan or any applicable Award Agreement.

~~19.~~

~~Code Section 409A~~

(a) Awards made under this Plan are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an additional tax under Code Section 409A, that Plan provision or Award shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to an Award.

(b) Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit Award, Performance Unit Award or Cash Award (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is no longer subject to a “substantial risk of forfeiture” within the meaning of Code Section 409A. If the Committee determines that a Restricted Stock Unit Award, Performance Unit Award or Cash Award is intended to be subject to Code Section 409A, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Code Section 409A.

(c) If the Participant is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death, or (3) such earlier date as complies with the requirements of Code Section 409A.

~~20.~~

~~Awards to Foreign Nationals and Employees Outside the United States~~

The Committee may, without amending this Plan, (1) establish special rules applicable to Awards granted to Participants who are foreign nationals, are employed or otherwise providing services outside the United States, or both, including rules that differ from those set forth in this Plan, and (2) grant Awards to such Participants in accordance with those rules.

~~21.~~

~~Governing Law~~

This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.

~~22.~~

~~Right to Continued Service or Employment~~

Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate any Participant’s employment or other service relationship with the Company or its Subsidiaries at any time, nor confer upon any Participant any right to continue in the capacity in which he is employed or otherwise serves the Company or its Subsidiaries.

~~23.~~

~~Usage~~

Words used in this Plan in the singular shall include the plural and in the plural the singular, and the gender of words used shall be construed to include whichever may be appropriate under any particular circumstances of the masculine, feminine or neuter genders.

~~24.~~

~~Headings~~

~~The headings in this Plan are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Plan.~~

~~25.~~

~~Effectiveness~~

This Plan, as approved by the Board on April 7, 2014, became effective as of the Effective Date. This Plan shall continue in effect for a term of 10 years commencing on the Effective Date, unless earlier terminated by action of the Board.

~~The then sole shareholder of the Company approved this Plan on April 8, 2014. The Company amended and restated the Plan on April 6, 2015, and again on April 4, 2017.~~

~~IN WITNESS WHEREOF~~~~, Navient Corporation has caused this Plan to be executed by its duly authorized officer, effective as provided herein.~~

	~~NAVIENT CORPORATION~~

	~~By:~~
	~~Name: Mark L. Heleen~~
	~~Title: Secretary~~

~~NAVIENT CORPORATION~~
~~ATTN: CORPORATE SECRETARY~~
~~123 JUSTISON STREET~~
~~WILMINGTON, DE 19801~~

~~VOTE BY INTERNET -www.proxyvote.com~~

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

~~VOTE BY PHONE - 1-800-690-6903~~

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~


~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

	~~E17962-P86726~~	~~KEEP THIS PORTION FOR YOUR RECORDS~~
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~		~~DETACH AND RETURN THIS PORTION ONLY~~


~~NAVIENT CORPORATION~~

~~The Board of Directors recommends you vote FOR the following proposals:~~

1.	~~Election of Directors~~

	~~Nominees:~~		~~For~~	~~Against~~	~~Abstain~~

	~~1a.~~	~~John K. Adams, Jr.~~	☐	☐	☐

	~~1b.~~	~~Anna Escobedo Cabral~~	☐	☐	☐

	~~1c.~~	~~William M. Diefenderfer, III~~	☐	☐	☐

	~~1d.~~	~~Diane Suitt Gilleland~~	☐	☐	☐

	~~1e.~~	~~Katherine A. Lehman~~	☐	☐	☐

	~~1f.~~	~~Linda A. Mills~~	☐	☐	☐

	~~1g.~~	~~John F. Remondi~~	☐	☐	☐

	~~1h.~~	~~Jane J. Thompson~~	☐	☐	☐

	~~1i.~~	~~Laura S. Unger~~	☐	☐	☐

	~~1j.~~	~~Barry L. Williams~~	☐	☐	☐

	~~1k.~~	~~David L. Yowan~~	☐	☐	☐







		~~For~~	~~Against~~	~~Abstain~~

2.	~~Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2017.~~	☐	☐	☐

3.	~~Non-binding advisory vote to approve named executive officer compensation.~~	☐	☐	☐

4.	~~Approval of the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan.~~	☐	☐	☐

~~NOTE:~~ The shares represented by this proxy when properly executed will be voted in the manner directed herein. If any other matters properly come before the meeting, the person named in this proxy will vote in their discretion.


~~For address changes and/or comments, please check this box and write them on the back where indicated.~~			☐

~~Please indicate if you plan to attend this meeting.~~	☐	☐
	~~Yes~~	No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.



~~Signature [PLEASE SIGN WITHIN BOX]~~	~~Date~~



~~Signature (Joint Owners)~~	~~Date~~

~~V.1.1~~

~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~

~~The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.~~

~~PLEASE VOTE, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN PROMPTLY~~

~~IN THE ENCLOSED ENVELOPE.~~

~~ADMISSION TICKET~~

~~Bring this ticket and photo ID with you if you plan on attending the meeting.~~

NOTE: Cameras, transmission, broadcasting and other recording devices, including smart phones, will not be permitted in the meeting room. Attendees may be asked to pass through a security screening device or adhere to other security measures prior to entering the Annual Meeting. We regret any inconvenience this may cause you and we appreciate your cooperation.

~~IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~

~~▼ DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼~~

~~E17963-P86726~~


	~~NAVIENT CORPORATION~~ ~~Annual Meeting of Shareholders~~ ~~May 25, 2017 8:00 AM~~ ~~Navient Corporation~~ ~~123 Justison Street~~ ~~Wilmington, DE 19801~~

	~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS~~

	The undersigned hereby appoints Mark Heleen and Kurt Slawson, or each of them, each with full power of substitution, as the lawful attorneys and proxies of the undersigned to attend the Annual Meeting of Shareholders of Navient Corporation to be held on May 25, 2017, and any adjournments or postponements thereof, to vote the number of shares the undersigned would be entitled to vote if personally present, and to vote in their discretion upon any other business that may properly come before the meeting.

	THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BY THE UNDERSIGNED SHAREHOLDER. IF NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THIS PROXY WILL BE VOTED “FOR” ALL PORTIONS OF PROPOSALS 1, 2, 3 AND 4, AND IN THE PROXY’S DISCRETION ON ANY OTHER MATTERS PROPERLY COMING BEFORE THE MEETING.

	~~THIS CARD WILL ALSO BE USED TO PROVIDE VOTING INSTRUCTIONS TO THE TRUSTEE FOR ANY SHARES HELD FOR THE ACCOUNT OF THE UNDERSIGNED IN THE NAVIENT 401(K) SAVINGS PLAN.~~



			~~Address Changes/Comments:~~



	~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)~~

~~V.1.1~~

Payment of filing fee (check the appropriate box):

☒		No fee required.

☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

		(1)	Title of each class of securities to which transaction applies:
		~~(2)~~
	(2)	Aggregate number of securities to which transaction applies:
		~~(3)~~
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		~~(4)~~
	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:
		~~Total fee paid:~~

☐	o	Fee paid previously with preliminary materials.

☐	o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:


			~~(1)~~
~~Amount Previously Paid:~~ We are a leader in education loan management and business processing solutions for education, healthcare, and government clients at the federal, state, and local levels.
	~~(2)~~		~~Form, Schedule or Registration Statement No.:~~
OUR VISION		OUR VALUES
	~~(3)~~		~~Filing Party:~~
	~~(4)~~		~~Date Filed:~~

~~OUR VISION~~ ~~Navient will be the leader in~~We aspire to lead every market we serve, ~~delivering expertise and~~providing solutions that anticipate and solve our customers’ unique and complex needs.		Our values reflect who we are and where we’re going. By living them daily, we stay on course toward our goals for ourselves, our customers, our communities, and our shareholders.

	OUR MISSION ~~Our mission is~~		We strive to ~~ensure~~be the best.

	We enhance the financial success ~~for~~of our ~~clients and their~~ customers ~~through~~by delivering innovative solutions and insights with compassion and personalized service. ~~Our unwavering integrity and compliance-focused mindset guide us on the path to market leadership.~~		~~OUR VALUES~~ ~~CUSTOMER-CENTRICITY~~ ~~Putting~~By relentlessly pursuing the right solutions, we deliver on our promises to each other and those we serve.

			We’re stronger together.

			We succeed because we’re inclusive and authentic, and we know good ideas can come from anywhere and anyone.

			We earn the trust of our customers ~~first in all we do.~~ ~~LEADERSHIP~~ ~~Always striving~~and colleagues.

			We hold each other accountable and act with integrity.

			We innovate always and everywhere.

			We empower each other to ~~be the best at what we do.~~ ~~INTEGRITY~~ ~~Our transparent, responsible approach is a source of pride.~~ ~~PROACTIVITY~~ ~~Action-oriented~~think di!erently, develop ourselves, and ~~driven to get things done for~~grow our ~~customers.~~ ~~STABILITY~~ ~~Reliable, trustworthy, and compliance-focused.~~ ~~INNOVATION~~ ~~Always thinking of new and better ways to add value.~~ company.



AWARDS AND RECOGNITION
Navient is proud to receive recognition for excellence in corporate governance and business practices.

Champion of Board Diversity for commitment to women in leadership	Better Business Bureau Accredited for Navient and its subsidiaries




“W” Company Award for commitment to board diversity	2018 CPA-Zicklin Index “Trendsetter” for political transparency



Veteran Jobs Mission for commitment to veteran hiring	Military Friendly Employer Award for leading programs for veterans and military spouses



Training Top 100 for staff.learning and development programs	Best Place to Work for a commitment to equality in the workplace



To learn more about these and other awards as well as other ways
we participate in our communities, please visit about.navient.com/values-and-people

~~Place:~~	~~Navient Corporation~~ ~~123 Justison Street~~ ~~Wilmington, Delaware 19801~~
	Access:	Meeting Live via the Internet
		Please visit www.virtualshareholdermeeting.com/NAVI2021


☐	Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e) (2))

	(1)	Elect the 119 nominees named in the proxy statement to serve as directors for one-year terms or until their successors have been duly elected and qualified;

	(2)	Ratify the appointment of KPMG LLP as Navient’s independent registered public accounting firm for ~~2017;~~
		2021;

	(3)	Approve, in a non-binding advisory vote, the compensation paid to Navient’s named executive officers;


	By Order of the Board of Directors,



		Mark L. Heleen
		Secretary

~~Proxy Summary~~PROXY SUMMARY	1

Annual Meeting of Shareholders	1
Meeting Agenda Voting Matters	1
Board and Governance Practices	2
Board of Directors Composition	3
Director Nominees	4

~~General Information~~GENERAL INFORMATION	5

~~Overview of Proposals~~QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	6

OVERVIEW OF PROPOSALS	11

~~Proposal~~PROPOSAL 1 — ~~Election of Directors~~ELECTION OF DIRECTORS	12

~~Corporate Governance~~CORPORATE GOVERNANCE	1921

Role and Responsibilities of the Board of Directors	1921
Board Governance Guidelines	1921
Board Leadership Structure	2022
Board Succession Planning	22
Management Succession Planning	2022
Director Independence	2123
Board of Directors Meetings and Attendance at Annual Meeting	2123
Committee Membership	2123
Compensation Consultant and Independence	2426
Compensation Committee Interlocks and Insider Participation	2426
The Board of Directors’ Role in Risk Oversight	2527
Risk Assessment of Compensation Policies	2529
Nominations Process	2629
Proxy Access	30
Director Orientation and Continuing Education	2730
~~Shareholder Engagement~~Our Commitment to Environment, Social and ~~Communications with the Board~~Governance (“ESG”) Matters	2731
Policy on Political Contributions, Disclosure and Oversight	2832
Code of Business Conduct	2832
Policy on Review and Approval of Transactions with Related Parties	32

DIRECTOR COMPENSATION	2833
~~Director Compensation~~	29
Director Compensation Elements	2933
Share Ownership Guidelines	2933
Anti-Hedging and Pledging Policy	3034
Policy on Rule 10b5-1 Trading Plans	3034
Other Compensation	3034
Deferred Compensation Plan for Directors	3034

Director Compensation Table	35

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	3137

~~Proposal 2 — Ratification of the Appointment of the~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	38

Fees Paid to Independent Registered Public Accounting ~~Firm~~Firms for 2020 and 2019	3338
~~Independent Registered Public Accounting Firm~~Pre-approval Policies and Procedures	3438
~~Report of the Audit Committee~~	35
~~Ownership of Common Stock~~REPORT OF THE AUDIT COMMITTEE	36
~~Ownership of Common Stock by Directors and Executive Officers~~	37

~~Executive Officers~~	39

~~Proposal 3 — Advisory Vote on Executive Compensation~~OWNERSHIP OF COMMON STOCK	40

~~Executive Compensation~~OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS	41

EXECUTIVE OFFICERS	43

PROPOSAL 3 — ADVISORY VOTE ON EXECUTIVE COMPENSATION	44

EXECUTIVE COMPENSATION	45

Compensation and Personnel Committee Report	45
Compensation Discussion and Analysis	4246
Summary Compensation Table	5364
Grants of Plan-Based Awards	5566
Outstanding Equity Awards at Fiscal Year End	5667
Option Exercises and Stock Vested	5769
Pension Benefits	5869
Non-Qualified Deferred Compensation	5869
Arrangements with Named Executive Officers	5970
Potential Payments upon Termination or Change in Control	71
Actual Payments Upon Termination	73
CEO Pay Ratio	73

OTHER MATTERS	5974
~~Proposal 4 — Approval of the Amended and Restated Navient Corporation 2014 Omnibus Incentive Plan~~	62
~~Other Matters~~	69
Certain Relationships and Related Transactions	6974
~~Section 16(a) Beneficial Ownership Reporting Compliance~~	69
Other Matters for the ~~2017~~2021 Annual Meeting	6974
Delinquent Section 16(a) Reports	74
Shareholder Proposals for the ~~2018~~2022 Annual Meeting	7075
Proxy Access Procedures	75
Solicitation Costs	7075
Householding	7075


DATE AND TIME:	LOCATION:	RECORD DATE:
May ~~25, 2017~~20, 2021	~~Navient Corporation~~Virtual Meeting Only	March ~~30, 2017~~23, 2021
8:00 a.m. local time	~~123 Justison Street~~Live via the Internet
	~~Wilmington, Delaware 19801~~Please Visit www.virtualshareholdermeeting.com/NAVI2021

	Proposals	Board Voting Recommendations	Page	Proposals	Board Voting Recommendations	Page

1.	Election of each director nominee	FOR EACH NOMINEE	12	Election of each director nominee	FOR EACH NOMINEE	12

2.	Ratification of the appointment of KPMG as Navient’s independent registered public accounting firm for 2017	FOR	33	Ratification of the appointment of KPMG as Navient’s independent registered public accounting firm for 2021	FOR	37

3.	Non-binding advisory shareholder vote to approve the compensation paid to our named executive officers	FOR	40	Non-binding advisory shareholder vote to approve the compensation paid to our named executive officers	FOR	44

4.	Approve several amendments to the Navient Corporation 2014 Omnibus Incentive Plan	FOR	62


☐	Soliciting Material Pursuant to Section 240.14a-12

~~Separate Chairman and CEO~~Governance Oversight	~~Yes~~
~~Average Age~~ ✓ Independent Chair ✓ Eight Independent Directors (out of ~~Directors~~	~~62.5~~
~~Number~~nine) ✓ All Board Committees (other than the Executive Committee) are comprised solely of Independent Directors	10 ✓ Proxy Access ✓ Regular executive sessions of Independent Directors ✓ Majority voting for Directors (uncontested elections)
Board Effectiveness	✓ Strong commitment to Board diversity of perspective, gender, race and ethnicity ✓ Robust risk oversight framework to assess and oversee risks ✓Annual ~~Elections of Directors~~	~~Yes~~
~~Majority Voting~~Election for ~~Directors~~	~~Yes~~
all Board ~~Meetings Held in 2016 (average director attendance 94%)~~	8
members ✓Annual Self-Evaluation of the Board and ~~Each~~each Committee	~~Yes~~ ✓ Active Board and Management Succession Planning
~~Annual Equity Grant to Directors~~	~~Yes~~
~~Director Stock Ownership Guidelines~~	~~Yes~~
~~Independent Directors Meet without Management Present~~	~~Yes~~
~~Mandatory Retirement Age for Directors~~	~~Yes~~
~~Tenure Limit for Directors~~	~~Yes~~
~~Board Orientation and Continuing Education Program~~	~~Yes~~
~~Anti-Hedging and Anti-Pledging Policy~~	~~Yes~~
~~Code of Business Conduct for Directors and Officers~~	~~Yes~~
~~Compensation Recovery/Clawback Policy~~	~~Yes~~
~~Annual Advisory Approval of~~ Executive Compensation Oversight	~~97.7%~~
~~Independent Compensation Consultant~~	~~Yes~~
✓Double-Trigger Change in Control	~~Yes~~
~~Active Management Succession~~ ✓ Long-Term Incentive Metrics Designed to Promote Growth and ~~Planning~~	~~Yes~~
Sustainable Profitability ✓ Pay-for-Performance Philosophy Emphasizes “At Risk” Pay and Equity-Based Incentives ✓ Enhanced Compensation Recovery/Clawback Policy ✓ No Excessive Perquisites ✓ Multi-year Vesting Periods for Equity Awards ✓ No Tax Gross-Ups Upon Change-in-Control ✓ Anti-Hedging and Pledging Policy ✓ No Executive Employment Agreements ✓Executive Stock Ownership Guidelines	~~Yes~~
~~No Employment Agreements for Executives~~	~~Yes~~
~~No Excessive Perquisites~~	~~Yes~~
~~No Above-Market Earnings on Deferred Compensation~~	~~Yes~~


~~(4)~~			~~Mr. Yowan was appointed to the Board on March 30, 2017.~~

EC	Executive Committee	NGC	Nominations and Governance Committee	C	Chair
AC	Audit Committee	~~FOC~~RC	~~Finance and Operations~~Risk Committee	M	Member
CC	Compensation and Personnel Committee

~~Diane Suitt Gilleland, 70~~ ~~Director since~~ ~~July 1997~~		~~Adjunct Professor of Higher Education~~ ~~University of Arkansas, Little Rock~~ ~~Business Experience:~~ ~~Adjunct Professor of Higher Education, University of Arkansas, Little Rock — 2010 to present~~ ~~Associate Professor of Higher Education, University of Arkansas, Little Rock — 2003 to 2010~~ ~~Deputy Director, Illinois Board of Higher Education — 1999 to 2003~~ ~~Chief Executive Officer, Arkansas Board of Higher Education — 1990 to 1997~~ ~~Chief Finance Officer, Arkansas Board of Higher Education — 1986 to 1990~~

		~~Other Professional and Leadership Experience:~~
		~~Member, University of Arkansas Foundation~~
		~~Member, University of Arkansas at Pine Bluff Foundation Fund~~
		~~Trustee, Arkansas Arts Center~~

		~~Directorships of Other Public Companies:~~
		~~SLM Corporation — former Board Member~~

		~~Skills, Experience and Qualifications:~~
		Dr. Gilleland’s knowledge of higher education governance and finance, from a university and government perspective, enables her to bring valuable awareness to our Board of Directors on a variety of matters relating to our industry and our customers, including in the areas of academia, student/consumer lending, political/governmental affairs and finance.

	Audit Committee	Compensation and Personnel Committee	Executive Committee	Finance and Operations Committee	Nominations and Governance Committee
John K. Adams, Jr.⁽¹⁾	X		X	CHAIR
Anna Escobedo Cabral⁽²⁾	X			��	X
William M. Diefenderfer, III			CHAIR
Diane Suitt Gilleland	X				X
Katherine A. Lehman		X		X
Linda A. Mills		CHAIR	X	X
Barry A. Munitz⁽³⁾		X	X		CHAIR
John F. Remondi			X
Jane J. Thompson⁽⁴⁾		X		X
Laura S. Unger⁽⁵⁾	CHAIR		X		X
Barry L. Williams		X		X
Number of Meetings in 2016	13	8	5	6	5

	Audit Committee	Compensation and Personnel Committee	Executive Committee	Risk Committee ⁽¹⁾	Nominations and Governance Committee
Frederick Arnold	X			X
Anna Escobedo Cabral	X				X
Larry A. Klane		X		X
Katherine A. Lehman		X	X	CHAIR
Linda A. Mills			CHAIR
John F. Remondi			X
Jane J. Thompson		CHAIR	X		X
Laura S. Unger	X		X		CHAIR
David L. Yowan ⁽²⁾	CHAIR		X	X
Number of Meetings in 2020	13	8	5	6	6

*Enterprise Risk Domain*	*Board Committee*	*Risk Description*
Credit	Risk Committee	Risk resulting from an obligor's failure to meet the terms of any contract with the Company or otherwise fail to perform as agreed.
Market	Risk Committee	Risk resulting from changes in market conditions, such as interest rates, spreads, commodity prices or volatilities.
Funding and Liquidity	Risk Committee	Risk arising from the Company's inability to meet its obligations when they come due without incurring unacceptable losses.
Compliance	Audit Committee	Risk arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, internal policies, and procedures, or ethical standards.
Legal	Audit Committee	Risk manifested by claims made through the legal system, including litigation brought against the Company. Legal risk may arise from a product, a transaction, a business relationship, property (real, personal, or intellectual), employee conduct, or a change in law or regulation.
Operational	Risk Committee Compensation and Personnel Committee	Risk resulting from inadequate or failed internal processes, personnel and systems, inadequate product design and testing, or from external events, including cybersecurity risk.
Reputational and Political	Nominations and Governance Committee	Risk from stakeholder perceptions regarding actual or alleged violations of law, our internal code of conduct or other employee misconduct.
Governance	Nominations and Governance Committee	Risk of not establishing and maintaining a control environment that aligns with stakeholder and regulatory expectations, including tone at the top and board performance.
Strategic	Executive Committee	Risk from adverse business decisions or improper implementation of business strategies.

~~2016~~2020 Compensation Elements	Compensation Value
Annual Cash Retainer	$100,000
Additional Cash Retainer for Independent ~~Chairman~~Board Chair	50,000
Additional Cash Retainer for Audit Committee Chair	30,000
Additional Cash Retainer for Compensation and Personnel Committee Chair	25,000
Additional Cash Retainer for Other Committee Chairs	20,000
Annual Equity Award	~~100,000~~130,000
Additional Equity Award for Independent ~~Chairman~~Board Chair	~~50,000~~
~~Meeting Fees (per meeting)~~	~~1,500~~
~~Annual Maximum~~	~~19,500~~65,000

	Fees Earned
	or Paid	Stock	All Other
	in Cash⁽¹⁾	Awards⁽²⁾	Compensation⁽³⁾	Total
Name	($)	($)	($)	($)
John K. Adams, Jr.	139,500	99,997	48	239,545
Ann Torre Bates⁽⁴⁾	129,000	99,997	32	229,029
Anna Escobedo Cabral⁽⁵⁾	119,500	100,000	48	219,548
William M. Diefenderfer, III⁽⁶⁾	163,500	150,000	48	313,548
Diane Suitt Gilleland	119,500	99,997	48	219,545
Katherine A. Lehman	116,500	99,997	48	216,545
Linda A. Mills	144,500	99,997	48	244,545
Barry A. Munitz	136,500	99,997	48	236,545
Steven L. Shapiro⁽⁷⁾	0	99,997	0	99,997
Jane J. Thompson⁽⁸⁾	116,500	100,000	48	216,548
Laura S. Unger	146,500	99,997	48	246,545
Barry L. Williams⁽⁹⁾	116,500	100,000	48	216,548

Name	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	All Other Compensation⁽³⁾ ($)	Total ($)
Frederick Arnold	100,000	129,987	91	230,078
Marjorie L. Bowen⁽⁴⁾	49,750	130,000	45	179,795
Anna Escobedo Cabral⁽⁵⁾	115,000	130,000	91	245,091
Larry A. Klane⁽⁶⁾	100,000	130,000	91	230,091
Katherine A. Lehman	120,000	129,987	91	250,078
Linda A. Mills	150,000	194,988	91	345,079
Jane J. Thompson⁽⁷⁾	125,000	130,000	91	255,091
Laura S. Unger	120,000	129,987	91	250,078
David L. Yowan	115,000	129,987	91	245,078

	Life
	Insurance
	Premiums^(A)	Total
Name	($)	($)
John K. Adams, Jr	48	48
Ann Torre Bates	32	32
Anna Escobedo Cabral	48	48
William M. Diefenderfer III	48	48
Diane Suitt Gilleland	48	48
Katherine A. Lehman	48	48
Linda A. Mills	48	48

All Other Director Compensation:
	Name	Life Insurance Premiums^(A) ($)	Total ($)
	Frederick Arnold	91	91
	Marjorie L. Bowen	45	45
	Anna Escobedo Cabral	91	91
	Larry A. Klane	91	91
	Katherine A. Lehman	91	91
	Linda A. Mills	91	91
	Jane J. Thompson	91	91
	Laura S. Unger	91	91
	David L. Yowan	91	91

	2016	2015
Audit Fees	$3,451,165	$3,043,614
Audit-Related Fees	2,006,475	1,908,014
Tax Fees*	738,358	796,252
All Other Fees	—	45,823
Total	$6,195,998	$5,793,702

	2020		2019
Audit Fees		$4,482,366		$4,132,351
Audit-Related Fees		$1,131,113		$1,021,909
Tax Fees		$441,321		$378,881
All Other Fees		-		-
Total		$6,054,800		$5,533,141

Name and Address of Beneficial Owner	Shares	Percent

The Vanguard Group, Inc.⁽¹⁾	37,688,033	12.95%
100 Vanguard Blvd.
Malvern, PA 19355


Barrow, Hanley, Mewhinney & Strauss, LLC⁽²⁾	32,007,568	11.00%
2200 Ross Avenue, 31st Floor
Dallas, TX 75201-2761


Boston Partners⁽³⁾	28,171,325	9.68%
One Beacon Street 30th Floor
Boston, MA 02108


BlackRock Inc.⁽⁴⁾	21,449,552	7.37%
40 East 52nd Street
New York, NY 10022


State Street Corporation⁽⁵⁾	16,155,673	5.54%
One Lincoln Street
Boston, MA 02111

			Total
			Beneficial	Percent of
Director Nominees⁽¹⁾	Shares⁽²⁾	Vested Options⁽³⁾	Ownership⁽⁴⁾	Class
John K. Adams, Jr.	26,594	—	26,594	*
Anna Escobedo Cabral⁽⁵⁾	26,531	—	26,531	*
William M. Diefenderfer III⁽⁶⁾	154,531	—	154,531	*
Diane Suitt Gilleland⁽⁷⁾	130,041	41,278	171,319	*
Katherine A. Lehman	29,094	—	29,094	*
Linda A. Mills⁽⁸⁾	30,741	—	30,741	*
Barry A. Munitz	70,220	21,523	91,743	*
Jane J. Thompson⁽⁹⁾	31,131	—	31,131	*
Laura S. Unger⁽¹⁰⁾	26,991	—	26,991	*
Barry Lawson Williams⁽¹¹⁾	63,039	15,301	78,340	*

Named Executive Officers
Jack Remondi⁽¹²⁾	1,464,655	1,335,849	2,800,504	*
Somsak Chivavibul⁽¹³⁾	328,628	53,191	381,819	*
John Kane⁽¹⁴⁾	343,253	54,336	397,589	*
Jeff Whorley⁽¹⁵⁾	200,162	35,224	235,386	*
Timothy Hynes⁽¹⁶⁾	214,990	88,118	303,108	*
Directors and Officers⁽¹⁷⁾ as a Group (16 Persons)	3,285,581	1,644,820	4,930,401	1.68%

Named Executive Officers
Jack Remondi⁽⁹⁾	3,075,995	231,513	3,307,508	1.80	%
Joe Fisher⁽¹⁰⁾	84,374	-	84,374	*
John Kane⁽¹¹⁾	561,101	75,699	636,800	*
Mark Heleen⁽¹²⁾	341,678	-	341,678	*
Steve Hauber⁽¹³⁾	195,578	40,473	236,051	*
Ted Morris⁽¹⁴⁾	109,108	25,533	134,641	*

Directors and Current Officers as a Group (14 Persons)	4,884,883	373,218	5,258,101	2.85	%

Name and Age	Position and Business Experience

~~Christian Lown~~Joe Fisher 41	● Chief Financial Officer and Principal Accounting Officer, Navient — ~~March 2017~~October 2020 to present
47	~~● Managing Director and Co-Head, Global Financial Technology Group, North America Diversified Finance, Morgan Stanley — 2006 to February 2017~~
	● Vice President ~~Financial Institutions Group~~of Investor Relations and Corporate Development, Navient — ~~UBS AG — 2003~~April 2018 to ~~2006~~October 2020
	● ~~Associate, Financial Institutions Group, Credit Suisse First Boston~~Vice President of Investor Relations, Navient — ~~2001~~May 2014 to ~~2003~~April 2018

John Kane	● Group President, ~~Asset Recovery and~~ Business ~~Services,~~Processing Solutions, Navient — June 2015 to present
4852	● Chief Operating Officer, Navient — April 2014 to June 2015
	● Senior Vice President — Enterprise Project Management, SLM Corporation — March 2013 to April 2014
	● Senior Vice President — Credit, SLM Corporation — August 2011 to March 2013
	● Senior Vice President — Collections, SLM Corporation — 2008 to 2011
	● Senior Vice President — Consumer Credit Operations, MBNA/Bank of America — 1990 to 2008

~~Jeff Whorley~~	~~● Group President, Asset Management and Servicing, Navient — June 2015 to present~~
55	~~● Founder & Chief Executive Officer, Core Principal, Inc. — 2013 to June 2015~~
	~~● President, Student Aid Services, Inc. — 2009 to 2012~~
	~~● Executive Vice President, Debt Management Services, SLM Corporation — 2003 to 2007~~

~~Somsak Chivavibul~~	~~● Chief Decision Management Officer, Navient — March 2017 to present~~
50	~~● Chief Financial Officer, Navient — April 2014 to March 2017~~
	~~● Senior Vice President — Financial Planning & Analysis, SLM Corporation — May 2007 to April 2014~~
	~~● Vice President — Financial Planning & Analysis, SLM Corporation — 2003 to 2007~~
	~~● Managing Director — Financial Planning & Analysis, SLM Corporation — 1997 to 2003~~
	~~● Treasurer, Student Loan Marketing Association — 1997 to 2003~~

Mark L. Heleen	● Chief Legal Officer and ~~Corporate~~ Secretary, Navient — February 2015 to present
5458	● Senior Vice President and Senior Deputy General Counsel, Navient — June 2014 to February 2015
	● Senior Attorney, Cadwalader Wickersham & Taft LLP — August 2013 to June 2014
	● Independent Consultant — January 2011 to August 2013
	● Executive Vice President and General Counsel, SLM Corporation — February 2009 to December 2010
	● Various roles ~~with~~in the Office of the General Counsel, SLM Corporation — July ~~1988~~1998 to February 2009

~~Timothy Hynes~~Steve Hauber	● Chief Risk &and Compliance Officer, Navient — ~~April 2014~~June 2017 to present
47	● ~~Senior Vice President~~Chief Audit Officer, Navient — ~~Collections,~~April 2014 to June 2017
	● Chief Audit Officer, SLM Corporation — ~~October~~January 2011 to April 2014

	~~● Senior Vice President — Credit, SLM Corporation — May 2008 to October 2011~~
2021 Proxy Statement	~~● Senior Vice President — Consumer Lending, Bank of America Card Services — 1993 to 2008~~	43

~~Diluted adjusted EPS~~	●	*2020 Management Incentive Plan (“MIP”) Design:* For the 2020 MIP, we eliminated the Consumer Lending New Loan Volume metric and re-weighted the remaining four metrics, with increased weight on aAdjusted “Core Earnings” ~~basis improved~~Operating Expenses. These changes align with Navient’s business strategy and are directly responsive to feedback from ~~$1.82~~shareholders. Our 2020 MIP is described in ~~2015 to $1.89 in 2016~~greater detail on beginning on page 55.

~~Successfully Managed Our Liquidity Needs~~	~~Issued $5.8 billion in FFELP loan asset-backed securities or “ABS”, $488 million in private education loan ABS and $1.3 billion in unsecured debt~~