Edward Bramson

About Edward Bramson

Edward Bramson (age 74) is Navient’s Vice Chair of the Board (since December 2023) and an independent director (since May 2022). He is a Partner and co‑founder of Sherborne Investors (1986–present), and has served as CEO or chair of seven publicly traded companies; Sherborne entities beneficially owned approximately 28.5% of Navient’s outstanding shares as of March 4, 2025. The Board has affirmatively determined he is independent under Nasdaq and company standards, and he currently does not serve on any Board committees .

Past Roles

External Roles

Board Governance

• Independence and committees: The Board determined Bramson is independent; he is Vice Chair but “does not currently serve on any Committees” .
• Attendance and engagement: The full Board met 23 times in 2024; every incumbent director attended at least 92% of Board/committee meetings and all directors attended the 2024 annual meeting. In Q1 2024, Navient’s CEO, CFO, Vice Chair of the Board (Bramson), and Head of IR met with 55+ investors to discuss strategic actions, signaling high engagement .
• Shareholder support: At the June 5, 2025 annual meeting, Bramson was re‑elected with 86,639,105 votes “For,” 847,561 “Against,” and 26,019 “Abstain” (broker non‑votes 7,130,897) .
• Governance architecture: Committees are fully independent; the Risk Committee was dissolved after the 2024 AGM with responsibilities allocated to the Board/Audit. The Board holds regular executive sessions of independent directors and maintains majority voting in uncontested elections .
• Nomination & Cooperation Agreement (Sherborne): Covered Period extends until 20 business days after Bramson ceases to be a director. If the Sherborne Group falls below 10% ownership, Bramson must offer his resignation. Standstill terms restrict holdings above 20%, proxy solicitations, group formations, short sales, and certain transfers. Amendments were executed Dec. 14, 2023 and Dec. 20, 2024 .

Fixed Compensation

• Bramson has waived all director compensation through the annual meeting (i.e., no cash retainer, no equity grants, no other compensation reported for 2024) .
• Navient’s 2024 standard non‑employee director compensation (for context):

• 2024 Director Compensation Table – Bramson (as reported):

Other structural features:

• Director equity typically granted as restricted stock in early February; vests quarterly from grant date; immediate vesting upon death, disability or change in control .
• Directors may defer cash retainers and elect notional stock units in lieu of equity; no above‑market earnings .

Performance Compensation

• Non‑employee directors do not receive performance shares; director equity is time‑based restricted stock (quarterly vesting). Thus, there are no performance metrics tied to director compensation at Navient .

Other Directorships & Interlocks

Expertise & Qualifications

• Biography and skills summary highlight extensive CEO/chair experience across public companies, capital markets acumen, and shareholder value creation focus. He co‑founded Sherborne Investors, a turnaround‑focused investor, and brings strategic planning and operational oversight experience to Navient’s Board .

Equity Ownership

Governance Assessment

• Strengths and positive signals

  • Significant ownership alignment: 28.5% beneficial stake via Sherborne aligns incentives with shareholders; anti‑hedging/pledging policy further supports alignment .
  • Compensation conservatism: Waived all director compensation through the annual meeting, eliminating pay‑for‑service conflicts and highlighting alignment during transformation .
  • Shareholder support and engagement: Strong re‑election vote in 2025; active investor engagement including Vice Chair participation post‑strategic actions in Q1 2024 .
  • Formal safeguards: Majority‑independent Board/committees; regular executive sessions; robust related‑party policy; no disclosed related‑party transactions with Sherborne .

• Potential conflicts and risk mitigants

  • Concentrated ownership/activist posture: As Vice Chair and a managing director of entities owning 28.5% of shares, perceived influence is high. However, a Nomination & Cooperation Agreement imposes a standstill (no >20% ownership, no proxy solicitations/short sales/grouping, limits on transfers) and requires Bramson to offer resignation if Sherborne falls below 10% ownership; the Covered Period extends while he serves on the Board, mitigating conflict risk and codifying conduct expectations .
  • Committee roles: He holds no committee assignments, which limits direct influence over audit/compensation processes; committees remain fully independent .

• Related‑party exposure

  • The proxy reports no related‑party transactions (>$120,000) involving directors or >5% holders during 2024, and specifically notes no transactions between Navient and Sherborne parties beyond the nomination/cooperation agreement .

• Attendance and effectiveness

  • Board met 23 times in 2024; all incumbents had ≥92% attendance, indicating diligence across the Board. Committee charters and work‑plans are reviewed annually; risk oversight redistributed effectively after Risk Committee dissolution .

Overall, Bramson couples substantial “skin‑in‑the‑game” with a formal standstill and resignation trigger. Waived fees and strong re‑election support bolster investor confidence; independence and lack of committee roles reduce conflict optics, while the standstill agreement provides structural guardrails .