Larry Klane

About Larry A. Klane

Larry A. Klane (age 64 as of April 17, 2025) is an independent director of Navient, serving since May 2019. He is Co‑Founding Principal of Pivot Investment Partners LLC and previously held senior leadership roles across global financial services and payments, including CEO and Chair of Korea Exchange Bank, President of Global Financial Services at Capital One, and Managing Director at Bankers Trust/Deutsche Bank. His board credentials include current service at The Real Brokerage, Inc. (Nasdaq: REAX), and prior public company directorships at VeriFone, Aozora Bank, Korea Exchange Bank, and Bottomline Technologies .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmed Mr. Klane’s independence under Nasdaq and Navient standards in 2024 and again in 2025 .
• Attendance: Board met 23 times in 2024; each incumbent director attended at least 92% of total Board and committee meetings, average 98%, and all attended the 2024 Annual Meeting .
• Committee Roles:
  • 2024: Chair, Nominations & Governance Committee; Member, Compensation & Human Resources Committee; Member, Executive Committee .
  • Compensation Committee membership (2024): Jane J. Thompson (Chair), Larry A. Klane, Michael A. Lawson .
• Committee Meeting Counts (2024): Audit (9), Compensation (9), Executive (4), Nominations & Governance (3) .
• Governance Practices: Independent Chair; majority independent board; annual elections; majority voting; anti‑hedging/pledging; director stock ownership guidelines; annual self‑evaluations; executive sessions each meeting .

Fixed Compensation

• Elements and levels (2024 program): Annual cash retainer $100,000; Committee chair retainers: Audit $35,000, Compensation $30,000, Nominations & Governance $25,000; Non‑chair committee member retainer $10,000 per committee; Independent Board Chair additional cash $70,000; annual equity award $140,000; additional equity for Independent Chair $100,000 .
• Equity grant mechanics: Restricted stock typically granted early February; vests in quarterly increments aligned with cash retainer payments; accelerates upon death, disability, or change in control .

Performance Compensation

• Directors do not receive performance shares; no director‑specific performance metrics or bonus programs disclosed. Non‑employee director equity is time‑vesting restricted stock or deferred notional stock units elected under the Director Deferred Compensation Plan .

Other Directorships & Interlocks

• Related‑Party Transactions: Company policy requires Audit Committee review/Board approval of >$120,000 transactions; none involving directors reported from 2024 to proxy date; no outstanding loans to directors .

Expertise & Qualifications

• Skills matrix indicates Mr. Klane’s strengths in executive leadership, industry experience (consumer lending/loan management), operations and strategic planning, finance/capital markets, risk management, and human capital management/compensation .
• Biography emphasizes strategic and operational perspective from extensive financial services and payments leadership .

Equity Ownership

• Ownership guidelines: Directors must reach ≥4x annual cash retainer, with minimum increased to $500,000 in Nov 2021; counting includes brokerage shares, notional deferred units, and time‑vesting RS/RSUs; all non‑employee directors in compliance as of proxy date .
• Hedging/pledging prohibition and 10b5‑1 controls: Directors prohibited from hedging/pledging/margin; all directors in compliance in 2024 and as of proxy date; Rule 10b5‑1 plans require pre‑clearance and open‑window adoption .
• Deferred equity election: Mr. Klane elected to receive a credit under the Director Deferred Compensation Plan in lieu of his 2024 annual equity retainer; automatically invested in a notional Company stock fund and subject to same vesting schedule .

Governance Assessment

• Board effectiveness: Strong attendance (≥92% for incumbents; avg 98% in 2024), structured work‑plans, independent committee compositions, and regular executive sessions support effective oversight .
• Committee leadership: As 2024 Chair of Nominations & Governance and member of Compensation and Executive Committees, Klane is positioned to influence director succession, ESG/reputational risk oversight, and executive compensation policies—aligned with best practices and independent membership .
• Pay alignment: Director pay balanced between cash and equity with quarterly vesting; option use absent; deferred equity election increases alignment via notional stock fund; no excessive perquisites (only $63 life insurance premium) .
• Shareholder signals: Strong say‑on‑pay approval (98.4% in 2024) reflects investor support for compensation governance; while focused on NEOs, it indicates stable governance environment .
• Conflicts and red flags:
  • No related‑party transactions involving directors reported (> $120,000) and no director loans outstanding—reducing conflict risk .
  • Anti‑hedging/pledging and trading policy compliance reported; no pledging of shares—positive alignment .
  • Compensation Committee interlocks: None reported in 2024 (no reciprocal committee service by Navient executives at companies where Klane serves) .
  • RED FLAGS: None disclosed regarding low attendance, tax gross‑ups upon change‑in‑control (explicit “no tax gross‑ups”), or repricing of options; hedging/pledging prohibited; Risk Committee dissolved with responsibilities reallocated—oversight maintained via Board/Audit .