Navient CLO Departs, New Counsel Appointed

TL;DR

Navient's top lawyer is out, new one in. Thompson takes over with $425k salary.

AI Summary

Navient Corporation announced on April 4, 2024, the departure of its Chief Legal Officer and General Counsel, Mark L. Heimbach. The company also announced the appointment of Michelle L. Thompson as the new Chief Legal Officer and General Counsel, effective April 4, 2024. Thompson will receive an annual base salary of $425,000.

Why It Matters

This filing indicates a significant leadership change in Navient's legal department, which could impact the company's legal strategy and ongoing litigation.

Risk Assessment

Risk Level: medium — Changes in key executive positions, especially in legal roles, can signal underlying issues or strategic shifts that may affect the company's future performance and legal standing.

Key Numbers

• $425,000 — Annual Base Salary (For the new Chief Legal Officer and General Counsel, Michelle L. Thompson.)

Key Players & Entities

• Navient Corporation (company) — Registrant
• Mark L. Heimbach (person) — Departing Chief Legal Officer and General Counsel
• Michelle L. Thompson (person) — Appointed Chief Legal Officer and General Counsel
• $425,000 (dollar_amount) — Annual base salary for new CLO

FAQ

Filing Documents

• navi_8k.htm (8-K) — 26KB
• 0001654954-24-004691.txt ( ) — 171KB
• navi-20240404.xsd (EX-101.SCH) — 6KB
• navi-20240404_lab.xml (EX-101.LAB) — 17KB
• navi-20240404_cal.xml (EX-101.CAL) — 1KB
• navi-20240404_pre.xml (EX-101.PRE) — 13KB
• navi-20240404_def.xml (EX-101.DEF) — 6KB
• navi_8k_htm.xml (XML) — 7KB

From the Filing

navi_8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________________ FORM 8-K ________________________________ CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 Navient Corporation (Exact name of registrant as specified in its charter) Delaware 001-36228 46-4054283 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 13865 Sunrise Valley Drive , Herndon , Virginia 20171 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code ( 703 ) 810-3000 Not Applicable (Former Name or Former Address, if Changed Since Last Report) ___________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $.01 per share NAVI The Nasdaq Global Select Market 6% Senior Notes due December 15, 2043 JSM The Nasdaq Global Select Market Preferred Stock Purchase Rights None The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On April 4, 2024, Laura S. Unger, formally notified the Board of Directors (the "Board") of Navient Corporation (the "Company") that she would not be standing for reelection to the Board at the Company's Annual Meeting of Shareholders on May 23, 2024 (the "Annual Meeting"), as disclosed in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 11, 2024. She will continue to serve as a director until the Annual Meeting. Ms. Unger's resignation was not the result of any dispute or disagreement with the Company or the Company's Board on any matter relating to the operations, policies or practices of the Company. Rather, after almost a decade of service on the Company's Board, Ms. Unger believed that the timing of her resignation was appropriate and in the best interest of the Company's shareholders as the Company works to implement its strategic actions. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NAVIENT CORPORATION By: /s/ Mark L. Heleen Name: Mark L. Heleen Title: Chief Legal Officer Date: April 16, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR