Jane Thompson
NAVIENTAbout Jane J. Thompson
Independent director since March 2014 (age 73 as of April 17, 2025). CEO of Jane J. Thompson Financial Services LLC with prior senior roles at Walmart (President, Financial Services), Sears (EVP, Credit/Home Services/Online/Corporate Planning), and McKinsey (Consultant/Partner), bringing deep consumer finance and operating expertise; designated independent and sits on key committees including Chair of Compensation and Human Resources .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jane J. Thompson Financial Services LLC | Chief Executive Officer | 2011–present | Management consulting; consumer finance expertise leveraged on NAVI board |
| Walmart Stores, Inc. | President, Financial Services | 2002–2011 | Led consumer finance initiatives; relevant to NAVI consumer lending |
| Sears, Roebuck and Co. | EVP, Credit, Home Services, Online, Corporate Planning | 1988–1999 | Large-scale operating and credit program leadership |
| McKinsey & Company | Consultant/Partner | 1978–1988 | Strategic planning and operations background |
External Roles
| Company | Ticker | Role | Tenure | Notes |
|---|---|---|---|---|
| CompoSecure, Inc. | CMPO | Director | 2021–present | Current public board |
| Katapult Holdings, Inc. | KPLT | Director | 2022–present | Current public board |
| Resolute Holdings Management, Inc. | RHLD | Director | 2025–present | Current public board |
| Mitek Systems, Inc. | — | Former Director | Prior service | Former public board |
| OnDeck Capital, Inc. | — | Former Director | Prior service | Former public board |
| Blackhawk Network Holdings, Inc. | — | Former Director | Prior service | Former public board |
| VeriFone Systems, Inc. | — | Former Director | Prior service | Former public board |
| The Fresh Market | — | Former Director | Prior service | Former public board |
| ConAgra Brands | — | Former Director | Prior service | Former public board |
Board Governance
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation & Human Resources | Chair | 9 | Independent; all members independent |
| Nominations & Governance | Member | 3 | Independent; all members independent |
| Executive Committee | Member | 4 | Board-level delegation; membership includes committee chairs and CEO |
- Independence: Affirmatively determined independent; all standing committees other than Executive consist solely of independent directors .
- Attendance: Board met 23 times in 2024; each incumbent director attended at least 92% of Board/committee meetings; average 98%; all directors attended the 2024 Annual Meeting .
- Leadership: Independent Chair (Linda A. Mills); separate Chair/CEO; regular executive sessions of independent directors at each Board/committee meeting .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Compensation Committee Chair retainer | $30,000 | Chair premium |
| Nominations & Governance Committee member retainer | $10,000 | Additional cash for non-chair committee members; EC members not eligible for EC non‑chair retainer |
| Total cash fees (2024) | $140,000 | Per director compensation table |
| Life insurance premium | $63 | Company-paid up to $100,000 coverage |
Performance Compensation
| Component | Grant Value | Type | Vesting | Notes |
|---|---|---|---|---|
| Annual equity award (2024) | $140,000 | Restricted stock (or deferred notional stock) | Quarterly from grant date; immediate on death/disability/CIC | Directors may elect to defer to notional stock fund; Ms. Thompson elected deferral in 2024 |
| Stock options | Not disclosed | — | — | Non-employee directors do not receive performance shares |
- Performance metrics: Not applicable to director equity; non-employee directors receive time-vested restricted stock or notional stock units; no disclosed TSR/financial targets for director pay .
Other Directorships & Interlocks
| Relationship | Potential Interlock/Conflict | Disclosure |
|---|---|---|
| Public boards (CMPO, KPLT, RHLD) | No NAVI-related transactions disclosed | NAVI policy requires Audit Committee review/approval of related-party transactions >$120,000; no related-party transactions disclosed for Ms. Thompson in the proxy . |
Expertise & Qualifications
- Executive leadership, operations/strategic planning, industry experience in consumer lending, finance/capital markets, risk management, ESG/governance; technology exposure noted in Board skills matrix .
- Compensation committee leadership; oversight of executive pay structure and risk assessment; Pearl Meyer retained as independent consultant, with annual independence review and no conflicts found .
- Risk oversight: Board assigns enterprise risks across domains; Compensation Committee oversees operational and compensation-related risks; ERM framework actively monitored .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares and units) | 126,357 |
| Deferred stock units included | 117,519 |
| Percent of shares outstanding | ~0.12% (126,357 / 101,848,898) |
| Compliance with director ownership guidelines | Directors must own ≥4× cash retainer; minimum increased to $500,000; all non‑employee directors in compliance as of proxy date |
| Hedging/pledging | Prohibited; all directors in compliance throughout 2024 |
Insider Trades (Form 4 – Most Recent)
| Transaction Date | Filing Date | Type | Security | Quantity Granted | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-02-07 | 2025-02-10 | A (Award) | Phantom Stock Units | 10,309.2783 | $0.00 | 125,251.4859 | https://www.sec.gov/Archives/edgar/data/1593538/000112760225003894/0001127602-25-003894-index.htm |
| 2024-02-09 | 2024-02-13 | A (Award) | Phantom Stock Units | 8,647.3131 | $0.00 | 110,242.7653 | https://www.sec.gov/Archives/edgar/data/1593538/000112760224004697/0001127602-24-004697-index.htm |
| 2023-02-06 | 2023-02-07 | A (Award) | Phantom Stock Units | 7,399.5772 | $0.00 | 97,967.1063 | https://www.sec.gov/Archives/edgar/data/1593538/000112760223003877/0001127602-23-003877-index.htm |
Governance Assessment
- Strengths: Independent director with relevant consumer finance expertise; chairs Compensation Committee with use of an independent consultant and formal risk reviews; robust governance (independent Chair, majority independent, executive sessions, anti‑hedging/pledging) and high attendance; clear director ownership guidelines with compliance .
- Pay oversight signals: 2024 MIP paid at 10% of target due to below-threshold Core EPS and efficiency outcomes, while the one-time Strategic Transformation Incentive Plan (STIP) paid at 115% of target for achieving strategic actions (outsourcing, divestments, shared services reductions); as Compensation Committee Chair, Ms. Thompson oversaw these programs, which may draw investor scrutiny on pay-for-performance alignment given divergent outcomes .
- RED FLAGS: None disclosed for related-party transactions, hedging/pledging, or attendance; note multi-board commitments (three current public boards) as a potential time-commitment consideration for investors, though attendance metrics indicate strong engagement in 2024 .
- Shareholder sentiment: Say‑on‑pay approval was 98.4% in 2024, indicating broad investor support for compensation programs overseen by the Committee .
Policy references: Related-party transactions reviewed/approved by Audit Committee; insider trading policy with anti‑hedging/pledging; director independence and committee charters available; proxy access provisions and majority voting for directors .