Joe Fisher
NAVIENTAbout Joe Fisher
Joe Fisher is Executive Vice President, Chief Financial Officer and Principal Accounting Officer of Navient (NAVI). He has served as CFO since October 2020 after roles leading Investor Relations and Corporate Development, and he joined the company in 2002; age 45 as of the proxy date, with a B.S. in finance from the University of Pittsburgh and is a Chartered Financial Analyst . Company performance metrics tied to executive pay include adjusted diluted “Core Earnings” per share, efficiency ratio, Business Processing EBITDA, and relative TSR; in 2024 Navient delivered core EPS of $2.00 and returned $249M to shareholders via dividends and repurchases, while executing strategic actions to outsource servicing and divest business processing, and shareholders supported say‑on‑pay with 98.4% approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Navient | EVP, CFO & Principal Accounting Officer | Oct 2020–present | Senior finance leader during strategic actions to simplify company, reduce expenses, and enhance flexibility |
| Navient | VP, Investor Relations & Corporate Development | Apr 2018–Oct 2020 | Led IR and corporate development, investor engagement |
| Navient | VP, Investor Relations | May 2014–Apr 2018 | Built investor communications and analytics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Building Hope (education nonprofit) | Board member | Not disclosed | Education nonprofit engagement |
Fixed Compensation
Base Salary History
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $510,000 | $510,000 |
Cash Incentives (2024)
| Component | Target (% of Salary) | Target ($) | Actual Payout | Notes |
|---|---|---|---|---|
| 2024 MIP (annual) | 125% | $637,500 | $63,750 (10% of target) | Corporate score 10% (below-threshold on Core EPS and Efficiency Ratio; Business Processing EBITDA at 66.9% of target) |
| 2024 STIP (one-time) | 125% | $637,500 | $733,125 (115% of target) | Tied to outsourcing servicing, BPU divestment, and shared services/corporate footprint reduction |
| Transition retention bonus (paid Feb 2024) | — | $220,000 | $220,000 | Legacy 2023 NEO retention payout |
Summary Compensation Table (Reported)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $509,999 | $1,423,070 | $796,875 (MIP + STIP cash) | $17,250 | $2,967,194 |
| 2023 | $497,307 | $1,129,848 | $612,638 | $16,500 | $2,256,293 |
| 2022 | $394,230 | $879,213 | $757,800 | $15,250 | $2,046,493 |
Performance Compensation
2024 MIP Metrics and Results
| Metric | Weight | Target | Actual | Payout Factor | Corporate Score Contribution |
|---|---|---|---|---|---|
| Adjusted Diluted “Core Earnings” EPS | 60% | $2.20 | $1.19 | 0.0% | 0% |
| Adjusted “Core Earnings” Efficiency Ratio | 25% | 66.2% | 68.6% | 0.0% | 0% |
| Business Processing EBITDA (millions) | 15% | $53.3 | $46.2 | 66.9% | 10% |
| Total Corporate Performance Score | — | — | — | — | 10.0% |
Long-Term Incentive Awards (2024 Grants)
| Award Type | Grant Date | Units | Vesting | Performance Metric |
|---|---|---|---|---|
| PSUs | Feb 9, 2024 | 43,828 target | 3-year (2024–2026), payout 0–150% | Relative TSR vs S&P 600 Financials |
| RSUs | Feb 9, 2024 | 38,604 | 1/3 per year on Feb 9 2025/2026/2027 | Time-based |
Outstanding Equity at FY 2024 (Market Value at $13.29)
| Category | Units | Market Value ($) | Notes |
|---|---|---|---|
| RSUs (various grants) | 40,249 | $534,909 | Scheduled vest in thirds (Feb 2025–2027) |
| PSUs (unearned units, target/threshold) | 22,848 | $303,649 | 2023–2025 and 2024–2026 cycles |
| 2022–2024 PSUs (vested at 46% of target) | Included within PSU lines | Settled Mar 3, 2025 | Payout 46% (58% performance × 0.8 rTSR multiplier) |
PSU Design Highlights
- 2024–2026 PSUs use rTSR as sole metric (25th percentile = 50% payout; 50th = 100%; 75th+ = 150%), with one‑year post‑vesting holding requirement .
- 2022–2024 PSUs combined cumulative net student loan cash flows (55%) and “Core Earnings” ROE (45% split across 2022/2023/2024), plus rTSR multiplier and one‑year holding requirement; earned at 46% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 319,277 shares/units (less than 1% of class) |
| Composition | 215,611 are RSUs/PSUs/DEUs without voting or dispositive control |
| Shares Outstanding (record date) | 101,848,898 |
| Stock Ownership Guidelines (EVP) | Lesser of 200,000 shares or $1,000,000 in value; five-year period to comply |
| Compliance Status | All NEOs in compliance or within initial five-year period |
| Hedging/Pledging | Prohibited for directors and officers; no margin accounts or pledges; compliance throughout 2024 |
| Rule 10b5‑1 Plans | Pre‑clearance, adopt/modify only in open window, no influence over trades |
Employment Terms
| Provision | Detail |
|---|---|
| Appointment as CFO | Appointed Oct 2020; initial base $350,000, target annual cash incentive 150% of salary, $150,000 promotion RSUs (1/3 vest over 3 years); relocation benefits up to $150,000 |
| Severance Plan (EVP) | Lump sum equal to 1x base salary + average annual incentive (last 24 months) + pro‑rated target bonus; 18 months subsidized medical + outplacement; equity per award agreements; no gross‑ups |
| Change‑in‑Control (EVP) | Lump sum 2x base salary + average annual incentive + pro‑rated target bonus; 24 months medical; double trigger equity vesting unless awards not assumed; no gross‑ups |
| Clawback | Enhanced recovery policy covering restatements, misconduct, supervisory failures; Dodd‑Frank‑compliant policy adopted in 2023 in addition to existing policy |
| Anti‑Hedging/Pledging | Short sales/derivatives/margin/pledges prohibited for officers; compliance confirmed |
Performance & Track Record
| Year | $100 Investment Value (Company TSR) | Peer Group TSR (S&P 600 Financials) | Notes |
|---|---|---|---|
| 2020 | 76.88 | 91.65 | CFO appointed Oct 2020 |
| 2021 | 172.23 | 116.80 | |
| 2022 | 138.88 | 100.43 | |
| 2023 | 163.20 | 105.65 | |
| 2024 | 121.41 | 125.20 |
Selected 2024 execution highlights:
- Completed outsourcing of servicing, transferring ~80% of segment-level expenses with 900 employees transitioned by July 2024, rebranding and transition for 2.7M loans earlier than expected .
- Divested healthcare services (Sept 2024) and government services (agreement Dec 2024; closed Feb 2025) for total proceeds of $412M, exceeding expectations .
- Achieved Q4 2024 shared service expense reductions of 24% YoY vs 20% goal .
- Returned $249M to shareholders; 2024 core EPS of $2.00 .
- 2022–2024 PSUs vested at 46% of target (downside from rTSR multiplier) .
Related Party Transactions
- Joe Fisher’s sister‑in‑law, Kathryn Miceli (Director, Private Credit Reporting), received total 2024 compensation of $194,626; compensation deemed comparable to similar roles .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay approval: 98.4% in 2024; Board recommends “FOR” in 2025 .
- 2025 compensation peer group includes Ally, Discover, SoFi, OneMain, etc.; Navient ranks lower on market cap and net income vs peers, informing target positioning .
Deferred Compensation
| Name | Executive Contributions 2024 ($) | Registrant Contributions 2024 ($) | Aggregate Earnings 2024 ($) | Aggregate Balance at 12/31/2024 ($) |
|---|---|---|---|---|
| Joe Fisher | 0 | 0 | 1,869 | 14,973 |
Investment Implications
- Alignment and retention: Fisher’s compensation features significant equity at risk (PSUs tied solely to rTSR for 2024–2026 with one‑year post‑vesting hold), plus RSUs vesting through 2027; combined with EVP severance protections (1x cash + pro‑rated bonus), this supports retention and alignment during ongoing transformation .
- Near‑term selling pressure: RSU vesting dates (Feb 2025/2026/2027) and PSU settlements can create supply, but anti‑hedging/pledging policy, 10b5‑1 controls, and ownership guidelines temper opportunistic sales and require sustained holdings to meet guidelines .
- Pay‑for‑performance: 2024 MIP paid at only 10% amid below-threshold Core EPS/Efficiency outcomes, while STIP paid 115% for strategic execution; multi‑year PSUs earned at 46% for 2022–2024, indicating rigorous calibration and downside sensitivity to rTSR .
- Change‑of‑control economics: EVP double‑trigger 2x cash and pro‑rated bonus without tax gross‑ups; equity accelerates only if awards not assumed or on termination—balanced governance reduces windfall risk .
- Governance and risk: Strong clawback, anti‑hedging/pledging, and trading plan policies; limited related party exposure noted and disclosed .