NELNET INC
For the period ended May 15, 2025. Filed Apr 3, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 3, 2025
NNI$130.53+2.8%Stored close · as of Nov 6, 2026
Contents
2025 PROXY STATEMENT
TABLE OF CONTENTS
| PROXY STATEMENT | |
|---|---|
| General Information | 1 |
| VOTING | 2 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 5 |
| Class II Director Nominees to Hold Office for a Term Expiring at the 2028 Annual Meeting of Shareholders | 6 |
| Class III Directors Continuing in Office for a Term Expiring at the 2026 Annual Meeting of Shareholders | 8 |
| Class I Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Shareholders | 9 |
| CORPORATE GOVERNANCE | |
| Code of Business Conduct and Ethics for Directors, Officers, and Employees | 10 |
| Board Composition and Director Independence | 11 |
| Family Relationships | 11 |
| Governance Guidelines of the Board | 11 |
| Shareholder Communications with the Board | 11 |
| The Board's Role in Risk Oversight | 12 |
| Board Leadership Structure | 12 |
| Board Committees | 12 |
| Meetings of the Board | 15 |
| Attendance at Annual Meetings of Shareholders | 15 |
| Director Compensation Overview | 15 |
| Director Compensation Elements | 15 |
| Other Compensation | 15 |
| Director Compensation Table for Fiscal Year 2024 | 16 |
| Share Ownership Guidelines for Board Members | 17 |
| EXECUTIVE OFFICERS | 17 |
| EXECUTIVE COMPENSATION | |
| Compensation Discussion and Analysis | 17 |
| People Development and Compensation Committee Report | 25 |
| Summary Compensation Table for Fiscal Years 2024, 2023, and 2022 | 26 |
| Grants of Plan-Based Awards Table for Fiscal Year 2024 | 27 |
| Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2024) | 28 |
| Stock Vested Table for Fiscal Year 2024 | 28 |
| Pay Versus Performance | 29 |
| Stock Option, Stock Appreciation Right, Long-Term Incentive, and Defined Benefit Plans | 32 |
| Potential Payments Upon Termination or Change-in-Control | 32 |
| Pay Ratio Disclosure | 32 |
| SECURITY OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS, AND PRINCIPAL SHAREHOLDERS | |
| Stock Ownership | 33 |
| Delinquent Section 16(a) Reports | 43 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 44 |
| AUDIT COMMITTEE REPORT | 49 |
| PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 51 |
| Independent Accountant Fees and Services | 51 |
| PROPOSAL 3 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 52 |
| OTHER SHAREHOLDER MATTERS | |
| Householding | 53 |
| Other Business | 53 |
| Shareholder Proposals for 2026 Annual Meeting | 53 |
| MISCELLANEOUS | 54 |
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