0001127602-20-019428.txt : 20200611
0001127602-20-019428.hdr.sgml : 20200611
20200611164426
ACCESSION NUMBER: 0001127602-20-019428
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20200601
FILED AS OF DATE: 20200611
DATE AS OF CHANGE: 20200611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Morris Ted A
CENTRAL INDEX KEY: 0001814736
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36228
FILM NUMBER: 20957645
MAIL ADDRESS:
STREET 1: 123 S. JUSTISON STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: NAVIENT CORP
CENTRAL INDEX KEY: 0001593538
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
IRS NUMBER: 464054283
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 123 JUSTISON STREET
STREET 2: SUITE 300
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 302-283-8000
MAIL ADDRESS:
STREET 1: 123 JUSTISON STREET
STREET 2: SUITE 300
CITY: WILMINGTON
STATE: DE
ZIP: 19801
FORMER COMPANY:
FORMER CONFORMED NAME: New Corp
DATE OF NAME CHANGE: 20131205
3
1
form3.xml
PRIMARY DOCUMENT
X0206
3
2020-06-01
0
0001593538
NAVIENT CORP
NAVI
0001814736
Morris Ted A
123 S. JUSTISON STREET
WILMINGTON
DE
19801
1
Acting Chief Financial Officer
Common Stock
62702.9093
D
Stock Option (Right to Buy)
9.18
2019-02-03
2021-02-03
Common Stock
92409
D
Stock Option (Right to Buy)
15.48
2020-02-06
2022-02-06
Common Stock
39033
D
Stock Option (Right to Buy)
13.63
2023-02-05
Common Stock
31853
D
The reporting person's common stock balance includes grants of restricted stock units (RSUs) and performance stock units (PSUs) under the Navient Corporation 2014 Omnibus Incentive Plan, which are classified as "Common Stock," as permitted, since the awards will be settled solely by delivery of shares of Navient common stock.
14,123 RSUs granted in 2018 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 5, 2018). 16,389 RSUs granted in 2019 have or will vest in one-third increments on the first, second and third anniversary of the grant date (February 5, 2019). 13,297 RSUs granted in 2020 will vest in one-third increments on the first, second and third anniversary of the grant date (February 6, 2020).
5,463 PSUs granted in 2019 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2021. The performance conditions shall be those approved by the Compensation Committee in connection with the Company's 2019 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock.
4,432 PSUs granted in 2020 will vest and be settled at a specified percentage of the target award based upon the satisfaction of certain performance conditions over a three-year performance period ending on the final day of fiscal year 2022. The performance conditions to be used shall be those approved by the Committee in connection with the Compensation Company's 2020 Long-Term Incentive Program and are set forth in the form of PSU award agreement applicable to the performance period. Each vested PSU will be settled in shares of the Company's common stock.
Dividend equivalent rights issued on RSUs are included in the reporting person's common stock holding balance.
Grant of net-settled stock options under the Navient Corporation 2014 Omnibus Incentive Plan. These options have or will vest in one-third increments on each of the first, second and third anniversaries of the grant date (February 5, 2018).
Exibit 24: Power of Attorney
/s/ Kurt T. Slawson (POA) for Ted A. Morris
2020-06-11
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): EXIBIT 24: POWER OF ATTORNEY
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
1. The undersigned hereby makes, constitutes and appoints each of Kurt T.
Slawson, Stephen P. Caso, Matthew B. Wallace and Mark L. Heleen or each of
them acting individually, as his or her true and lawful attorney-in-fact,
with full power and authority to:
(A) prepare, execute in the undersigned?s name and on the undersigned?s
behalf, and submit to the United States Securities and Exchange Commission
(the ?SEC?) a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of the reports required
by Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the
?Exchange Act?);
(B) prepare, execute in the undersigned?s name and on the undersigned?s behalf
and file Forms 3, 4, and 5 (including any amendments thereto) with respect to
the securities and derivative securities of Navient Corporation, (the
?Corporation?), with the SEC, any national securities exchanges and the
Corporation, as considered necessary or advisable under Section 16(a) of the
Exchange Act;
(C) do and perform any and all acts for and on behalf of the undersigned which
may be legally required or desirable in connection with the foregoing,
including, but not limited to, seeking or obtaining information on
transactions in the Corporation?s securities from any third party, including
brokers, employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such information
to the attorney-in-fact and approves and ratifies any such release of
information; and
(D) perform any and all other acts which in the discretion of such
attorney-in-fact are legally required or desirable for and on behalf of the
undersigned in connection with the foregoing, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact?s discretion.
2. The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and
about the foregoing matters as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution, hereby ratifying and confirming all that each such
attorney-in-fact of, for and on behalf of the undersigned, shall heretofore or
hereafter lawfully do or cause to be done by virtue of this Limited Power of
Attorney. The undersigned acknowledges that the foregoing attorneys-in-fact,
in serving in such capacity at the request of the undersigned, are not
assuming, nor is the Corporation assuming, nor relieving the undersigned of,
any of the undersigned?s responsibilities to identify, disclose, ensure the
proper reporting of and monitor the reporting of and any potential liability
with respect to any transactions and holdings under Section 16 of the Exchange
Act.
3. This Limited Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned?s holdings of and transactions in the Corporation?s
securities, unless earlier revoked by the undersigned in a signed writing
delivered to each such attorney-in-fact. Upon signing of this Limited Power
of Attorney, the undersigned hereby revokes all previous powers of attorney
granted concerning the subject matter herein.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be executed as of the 3rd day of June 2020.
Signature: __/s/__Ted A. Morris____