Steve Hauber
NAVIENTAbout Steve Hauber
Steve Hauber is Executive Vice President and Chief Administrative Officer at Navient, appointed April 27, 2024 after serving as EVP and Chief Risk & Compliance Officer since June 2017; he previously served as Chief Audit Officer at Navient (2014–2017) and SLM Corporation (2011–2014). He is 51 years old per the 2025 proxy executive officer biography . His compensation is tightly linked to annual MIP metrics (Adjusted Diluted Core EPS, Core Earnings Efficiency Ratio, Business Processing EBITDA) and multi-year PSUs tied to relative TSR and expense reduction, with 2020–22 PSUs vesting at 115% of target and 2024 STIP paying at 115% for strategic actions execution . In 2024, corporate MIP performance scored 10% of target given below-threshold Core EPS and Efficiency Ratio and 66.9% for Business Processing EBITDA; STIP outcomes reflect accelerated outsourcing, divestments, and cost reductions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Navient | EVP & Chief Administrative Officer | Apr 2024 – present | Expanded responsibilities amid 2024 strategic actions to streamline company |
| Navient | EVP & Chief Risk & Compliance Officer | Jun 2017 – Apr 2024 | Led enterprise risk/compliance through business model transition |
| Navient | Chief Audit Officer | Apr 2014 – Jun 2017 | Internal audit leadership post-spin era |
| SLM Corporation | Chief Audit Officer | Jan 2011 – Apr 2014 | External audit leadership prior to Navient roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SLM Corporation | Chief Audit Officer | Jan 2011 – Apr 2014 | Oversaw audit function at Sallie Mae predecessor organization |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (paid) ($) | 372,115 | 419,230 | 441,346 |
| Base Salary Rate at Year-End ($) | 375,000 | 425,000 | 450,000 (increase with CAO appointment) |
| Target Bonus % (MIP) | 150% (pre-2023) | 125% (rebalanced pay mix) | 125% (MIP) |
| Retention/One-time Bonus ($) | — | — | 180,000 (transition retention paid Feb 2024) |
| All Other Compensation ($) | 15,250 | 16,500 | 17,250 |
Performance Compensation
Annual Incentives
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| MIP Target % of Salary | 150% | 125% | 125% |
| MIP Payout ($, paid Feb following year) | 710,437 (paid Feb 2023) | 510,531 (paid Feb 2024 at 96.1%) | 56,250 (paid Feb 2025 at 10.0%) |
| STIP Target % of Salary | — | — | 125% (Jul 1–Dec 31, 2024) |
| STIP Payout ($, paid Feb 2025) | — | — | 646,875 (115% achievement) |
| Non-Equity Incentive Plan Compensation ($) | 710,437 | 510,531 | 703,125 (MIP + STIP) |
2024 MIP Performance Detail
| Metric | Weighting | Target | Actual | Payout Factor | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted Diluted “Core Earnings” per Share | 60% | $2.20 | $1.19 | 0.0% | Cash paid Feb 2025 |
| Adjusted “Core Earnings” Efficiency Ratio | 25% | 66.2% | 68.6% | 0.0% | Cash paid Feb 2025 |
| Business Processing EBITDA (millions) | 15% | $53.3 | $46.2 | 66.9% | Cash paid Feb 2025 |
| Overall Corporate Score | — | — | — | 10.0% | Cash paid Feb 2025 |
2024 STIP Focus and Outcomes
- Categories: Outsource Servicing, Business Processing Unit Divestment, Reducing Shared Service Expenses and Corporate Footprint; payout 115% of target for NEOs including Hauber (125% of base salary target) .
- Highlights: Transferred ~900 employees by July 2024; rebranding/borrower transition for 2.7M loans completed earlier than expected; healthcare business sold Sep 2024 and government services closed Feb 2025; total proceeds $412M above expectations; Q4 2024 shared service expenses −24% YoY vs 20% goal .
Long-Term Incentives (RSUs/PSUs)
| Item | FY 2022 | FY 2023 | FY 2024 | FY 2025 Design |
|---|---|---|---|---|
| Stock Awards Grant-Date Fair Value ($) | 649,214 | 585,119 | 847,946 | — |
| PSUs – Maximum Grant-Date FV at Max ($) | 562,659 | 513,187 | 738,818 | — |
| PSU Performance Metrics | rTSR vs S&P financials (multi-year) | rTSR framework continued | rTSR continued | rTSR (55%) + Legacy Expense Reduction (45%), vest end of 2025–27 |
| Options Issuance | Company has not issued options to execs since 2018 | Company has not issued options to execs since 2018 | Company has not issued options to execs since 2018 | Company has not issued options to execs since 2018 |
| Prior PSU Outcome | 2020–22 PSUs vested at 115% based on performance | — | — | — |
Equity Ownership & Alignment
| Metric | 2021 | 2022 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial Ownership (shares) | 195,578 | 212,620 | 252,041 | 294,886 |
| Shares Outstanding (for % calc) | 181,836,082 | 147,890,491 | 112,679,938 | 101,848,898 |
| Ownership % of Shares Outstanding | ~0.11% (195,578 / 181,836,082) | ~0.14% (212,620 / 147,890,491) | ~0.22% (252,041 / 112,679,938) | ~0.29% (294,886 / 101,848,898) |
| Portion RSUs/PSUs/DEUs (no voting/dispositive control) | 106,775 | 104,006 | 98,194 | 134,266 |
- Ownership guidelines for Executive Vice Presidents: lesser of 200,000 shares or $1,000,000 value; executives must hold stock acquired via grants until thresholds are met . All NEOs in compliance with guidelines or within initial five-year period; stock options and unvested performance shares do not count; hedging/pledging prohibited .
- Trading policy prohibits pledging, margin accounts, and speculative derivatives; Rule 10b5-1 plans allowed under strict pre-clearance and window rules; policy updated to align with SEC amendments (2023/2024) .
Employment Terms
| Scenario | Cash Severance ($) | Equity Treatment | Medical/Outplacement ($) | Total ($) |
|---|---|---|---|---|
| Change in Control + (i) Termination Without Cause or (ii) Good Reason | 2,679,187 | Equity vesting value $1,835,540 (at $16.45 Dec 30, 2022) | 30,589 | 4,545,316 |
| Termination Without Cause or Good Reason (no CIC) | 1,620,843 | Awards continue to vest per schedule; value dependent on future performance | 52,941 | 1,673,784 |
| Termination for Cause or Resignation (other than Good Reason/Retirement) | — | Vested and unvested equity forfeited | — | — |
- Plan architecture: executive severance plan plus “double trigger” CIC severance; limited “single trigger” equity acceleration only if awards are not honored/assumed/replaced by successor employer .
- Clawback: comprehensive clawback covering restatements, misconduct, supervisory misconduct; enhanced in 2017/2018, and new SEC/Nasdaq-compliant clawback adopted in 2023 in addition to existing policy .
Compensation Structure Analysis
- Shift in annual incentive targets from 150% to 125% for non-CEO NEOs in 2023 indicates rebalancing of pay mix toward base salary aligned with peers; Hauber’s base increased to $450,000 upon CAO appointment in April 2024 .
- 2024 MIP paid at 10% due to below-threshold Core EPS/Efficiency outcomes; STIP paid at 115% for executing strategic transformations, concentrating variable pay on deliverables under Board-oversight .
- Long-term PSUs maintain rTSR discipline while adding a 45% Legacy Expense Reduction metric for 2025–27, sharpening expense accountability; options are effectively de-emphasized (none since 2018) .
Investment Implications
- Alignment: Hedging/pledging ban and stringent ownership guidelines, plus PSUs tied to rTSR and expense reduction, suggest solid alignment with shareholder outcomes; Hauber is in guideline compliance and has rising beneficial ownership through 2025 .
- Retention: Clear severance economics and continued vesting on non-CIC terminations reduce abrupt departure risk; CIC double-trigger terms are standard, with limited single-trigger acceleration only if awards not assumed .
- Execution signals: 2024 STIP overachievement (115%) across outsourcing, divestments, and cost cuts highlights management execution; however, core earnings underperformance in MIP (10% payout) flags near-term financial pressure and emphasizes 2025–27 focus on expense reduction metrics .
- Trading pressure: Company policies disallow pledging/hedging and require pre-cleared 10b5-1 plans, mitigating forced selling risk; no options overhang since 2018 reduces potential option-driven sales .