Navient Corporation (NASDAQ:NAVI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February21, 2017, Navient Corporation announced that it has
appointed Christian M. Lown as Executive Vice President and Chief
Financial Officer. Mr.Lowns employment will commence on March27,
2017, when he will begin his service as the companys Chief
Financial Officer. Mr.Lown will succeed Somsak Chivavibul, who
will assume a new role overseeing the launch of the companys new
decision management center.
Mr.Lown will receive an annual base salary of $400,000 for the
companys 2017 fiscal year, with a target annual cash incentive
opportunity equal to 150% of his annual base salary. In addition,
he will be awarded a one-time inducement equity award of
restricted stock units (Inducement RSUs) with a grant date value
of $1,000,000. The number of Inducement RSUs will be based upon
the closing market price of the companys common stock on the date
of grant. The Inducement RSUs will vest in one-third equal
increments on the first, second and third anniversary of the
grant date, subject to Mr.Lowns continued employment with the
company, and will be subject to the same terms and conditions
applicable to RSUs granted to other senior executives under the
companys existing long-term incentive program. Mr.Lown will be
eligible to receive additional equity awards in early 2018 as
part of the companys annual long-term incentive program for
senior executives.
Additionally, Mr.Lown will be eligible to receive a one-time
deferred signing bonus with a maximum value of $1.4 million, less
applicable withholding taxes (Deferred Signing Bonus), to
compensate him for a portion of the long-term equity and deferred
compensation with his former employer that he is foregoing to
join the company. The exact amount of the Deferred Signing Bonus
will be determined prior to Mr.Lowns start date. This Deferred
Signing Bonus, if any, will be payable in cash in two equal
installments on the first and second anniversaries of his start
date with the company, provided he remains employed by the
company on each such date. If prior to the Deferred Signing Bonus
being paid in full, either (x)his employment is terminated by the
company without Cause (as that term is defined in the Navient
Corporation Executive Severance Plan for Senior Officers), or
(y)his employment terminates due to death or disability, then any
unpaid amount will be paid in an immediate lump sum.
Mr.Lown also will be eligible to participate in a variety of
employee benefit programs generally available to employees of the
company. Additionally, he will be eligible to participate in the
Navient Corporation Executive Severance Plan for Senior Officers
and the Navient Corporation Change in Control Severance Plan for
Senior Officers, which provide for certain post-employment
severance payments to our executives, as well as the Navient
Deferred Compensation Plan. Mr.Lown also will be eligible for up
to $150,000 in relocation benefits. Finally, Mr.Lown will execute
and be subject to the companys standard confidentiality and
non-solicitation agreement.
Mr.Lown, 47, comes to Navient with over 20 years of experience in
investment banking and equity research in the United States and
Asia. Most recently, Lown was an investment banker at Morgan
Stanley for over 10 years, where he was a managing director in
the financial institutions group, serving as co-head of the
banks, diversified finance and financial technology practices in
North America. Before moving to Morgan Stanley, Lown was an
investment banker at UBS and Credit Suisse, and was an equity
analyst in Asia for Credit Lyonnais Securities Asia. Additional
details of Mr.Lowns professional biography can be found in the
press release.
A press release announcing Mr.Lowns appointment is attached
hereto as Exhibit 99.1 and is incorporated herein by reference
and made a part hereof.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 99.1 | Press Release dated February21, 2017 |
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About Navient Corporation (NASDAQ:NAVI)
Navient Corporation is a loan management, servicing and asset recovery company. The Company holds the portfolio of education loans insured or guaranteed under the Federal Family Education Loan Program (FFELP), as well as the portfolio of Private Education Loans. FFELP Loans are insured or guaranteed by state based on guaranty agreements among the United States Department of Education (ED) and these agencies. Private Education Loans are education loans to students or their families that bear the full credit risk of the customer and any cosigner. The Company operates in three segments: FFELP Loans, Private Education Loans and Business Services. The Company services its own portfolio of education loans, as well as those owned by banks, credit unions, non-profit education lenders and ED. It also provides asset recovery services on its own portfolio, guaranty agencies, higher education institutions, ED and other federal clients, as well as states, courts and municipalities. Navient Corporation (NASDAQ:NAVI) Recent Trading Information
Navient Corporation (NASDAQ:NAVI) closed its last trading session up +0.01 at 15.46 with 1,852,792 shares trading hands.
