Michael Lawson
NAVIENTAbout Michael A. Lawson
Michael A. Lawson (age 71) has served as an independent director of Navient Corporation since August 2021. He is a partner at the law firm Ellis George LLP (2024–present) and previously served as President & CEO of the Los Angeles Urban League (2017–2023) and U.S. Ambassador to the Council of the International Civil Aviation Organization (ICAO) (2013–2017). Lawson brings deep expertise in executive compensation/benefits, structured finance, proxy contests, and legal/regulatory matters, and is affirmed independent by the Board under Nasdaq and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ellis George LLP | Partner | 2024–present | Legal practice; background supports board oversight in compensation/finance |
| Los Angeles Urban League | President & CEO | 2017–2023 | Led nonprofit; executive leadership, stakeholder engagement |
| U.S. Mission to ICAO (United Nations) | U.S. Ambassador, Council of ICAO | 2013–2017 | International regulatory and policy expertise |
| Los Angeles World Airports | President, Board of Airport Commissioners | 2008–2011 | Infrastructure governance and oversight |
| Skadden, Arps, Slate, Meagher & Flom | Partner | 1980–2011 | Executive compensation/benefits, structured finance, proxy contests experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Southern California Public Radio | Director | Current | Nonprofit governance |
| United Way of Greater Los Angeles | Director | Current | Community impact |
| Pacific Council on International Policy | Director | Current | Policy/network benefits |
| Morehouse College; Loyola Marymount University; Constitutional Rights Foundation; Performing Arts Center of LA County/Music Center; Music Center Foundation; White House Fellows (Western Region Panel); The Advancement Project | Various trustee/board roles (former) | Prior service | Broad civic governance background |
Board Governance
- Independence: The Board determined Lawson is independent under Nasdaq rules and Navient’s standards; in 2024 the Board had 7 of 8 independent directors and an independent Chair .
- Committees: Member, Audit Committee and Compensation & Human Resources Committee (CHRC) in 2024; not a chair. Audit (9 meetings), CHRC (9 meetings) in 2024 .
- Attendance: Board met 23 times in 2024; each incumbent director attended at least 92% of total Board and committee meetings; average attendance 98%. All directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session during each scheduled Board/committee meeting; the Board has an independent, non-executive Chair .
- Risk oversight: Audit oversees compliance, legal/regulatory, internal controls, ERM policy; N&G oversees governance/reputational risks; CHRC oversees operational/people-related risks; Lawson’s Audit and CHRC roles place him in core risk oversight lines .
Fixed Compensation (Director)
| Component | NAVI Director Program | Lawson 2024 Actual |
|---|---|---|
| Annual cash retainer | $100,000 | Included in total |
| Committee member retainer | $10,000 per committee (non-chair) | 2 committees = $20,000 |
| Committee chair retainer | $25,000–$35,000 (role dependent) | Not applicable (not a chair) |
| Total cash (fees earned) | — | $120,000 |
Notes: Annual cash paid in quarterly installments (Feb/meeting/Aug/Nov). Committee member fees stack per committee .
Performance Compensation (Director)
| Equity element | Grant practice | Lawson 2024 Actual | Vesting/Deferral |
|---|---|---|---|
| Annual equity award | $140,000 (restricted stock) | Stock awards fair value: $139,994 | Restricted stock vests quarterly from grant; directors may elect deferral into notional stock units (Lawson did not elect deferral in 2024) |
Directors do not receive performance-based equity; awards are time-based restricted stock with quarterly vesting .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company boards | None (0) |
| Compensation Committee interlocks | None; CHRC members (Thompson, Klane, Lawson) were all independent; no cross-board interlocks or insider participation disclosed |
| Compensation consultant | Pearl Meyer serves as independent consultant to CHRC; committee assessed and found no conflicts of interest |
Expertise & Qualifications
- Skills matrix: Legal/regulatory; human capital management/compensation; environmental/governance/social; executive leadership; operations/strategic planning .
- Professional specialization: Executive compensation/benefits; structured finance; proxy contests (Skadden background) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 37,723 | Includes any units vesting within 60 days; no listed options |
| Options (exercisable) | 0 | No options disclosed for directors |
| Ownership as % of shares outstanding | ~0.037% | Calculated from 37,723 / 101,848,898 shares outstanding as of Mar 4, 2025 |
| Pledging/hedging | Prohibited; all directors in compliance in 2024 and as of proxy date | |
| Director ownership guidelines | At least 4x annual cash retainer; Board increased minimum ownership threshold from $400,000 to $500,000; all non-employee directors are in compliance (either meet threshold or are within five-year window) |
Governance Assessment
- Strengths
- Independence and active committee roles (Audit; CHRC) support robust oversight of financial reporting, compliance, and executive pay .
- Strong attendance culture (≥92% for incumbents; 23 Board meetings) and independent Chair structure with regular executive sessions enhance board effectiveness .
- Pay/comp oversight infrastructure: independent consultant (no conflicts), rigorous director ownership guidelines, anti-hedging/pledging policy, and enhanced clawback policy at the company level .
- High say-on-pay support (98.4% in 2024) indicates investor confidence in pay governance framework Lawson helps oversee via CHRC .
- Watch items / potential red flags
- One-time Strategic Transformation Incentive Plan (STIP) paid at 115% of target in 2024 while the regular MIP paid at 10% may raise pay-design scrutiny; Board cites strategic actions (outsourcing, divestitures, cost reductions) as rationale and disclosed metrics/outcomes .
- Concentrated shareholder (Sherborne ~28.5%) and cooperation agreement dynamics can affect board processes; however, Lawson is not tied to Sherborne and remains independent .
- No specific related-party transactions disclosed for Lawson; Audit Committee policy requires pre-approval of RPTs and oversight sits with a committee Lawson serves on .
Overall, Lawson’s legal, compensation, and finance-oriented background aligns with his Audit and CHRC assignments, supporting board effectiveness and investor-alignment, with the 2024 use of a one-time STIP the primary governance item for continued monitoring .
Appendix: Key 2024–2025 Reference Points Relevant to Lawson’s Oversight
- Director compensation structure (cash/equity levels; vesting; deferral option) .
- Committee workloads (Audit 9; CHRC 9 meetings in 2024) .
- Board governance highlights (independent Chair; majority independent; executive sessions; clawback; anti-hedging/pledging) .
- Ownership and compliance (beneficial ownership; director ownership guidelines) .
- Investor signals (say-on-pay approval 98.4%) .
- Compensation committee practices (independent consultant; no interlocks) .