🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Nelnet, Inc. It's a formal invitation and information packet for the company's annual shareholder meeting. Its main jobs are to give shareholders the details they need to vote on key company decisions and to provide transparent disclosure about how the company is run, especially regarding pay for top executives.

👉 Why it matters: Think of this as the company's "annual report card" for shareholders. It's where you learn who is running for the board, how much the bosses get paid, and what the big items are that you get to vote on. It's your right to receive this before you vote.

🏢 What The Company Does

Nelnet is a financial services company focused on education. In simple terms, they are best known for managing student loans (servicing and processing payments) and providing related technology and services to schools and lenders. They also have businesses in fiber internet (Nelnet Business Services) and asset management.

👉 Why it matters: Understanding their core business in education finance helps explain why their governance and risk oversight (like cybersecurity) are so important. Changes in government student loan policy can directly impact their bottom line.

🗳️ The Meeting & Your Vote

When: Thursday, May 14, 2026, at 8:30 a.m. Central Time. Where: You can attend in person in Lincoln, Nebraska, or virtually online at http://www.virtualshareholdermeeting.com/NNI2026. Record Date: To vote, you must have owned shares by the close of business on March 23, 2026.

👉 Why it matters: This hybrid format means you can participate and have your voice heard from anywhere. Your vote is crucial for electing directors and approving company policies.

📦 Governance & Leadership

Nelnet has a staggered board with three classes of directors serving three-year terms. This year, shareholders are electing three Class III directors.

Key Leadership Structure:

Executive Chairman: Michael S. Dunlap (also the controlling shareholder with 77.1% voting power).
CEO: Jeffrey R. Noordhoek.
Independent Lead Director: Thomas E. Henning.

👉 Why it matters: The separate Chairman and CEO roles are meant to provide strong oversight. However, Mr. Dunlap's controlling ownership means he has significant influence over the company's direction and board elections, which is a unique and important factor for shareholders to understand.

💰 Director Nominees (Class III)

Shareholders are asked to elect these three individuals for a term expiring in 2029:

Kathleen A. Farrell (62): Dean of the UNL College of Finance. Brings expertise in finance and executive compensation.
David S. Graff (43): CEO of Hudl, a tech company. Provides expertise in technology, business innovation, and marketing.
Thomas E. Henning (73): Former insurance and banking executive and current board member at other financial institutions. Offers deep financial and risk management experience.

💸 Executive Compensation (The "Pay" Vote)

This is "Proposal 4," an advisory (non-binding) vote to approve the compensation of the company's top executives, often called "Say on Pay."

How Executives Are Paid: The program emphasizes performance. A large portion of executive pay is "at-risk," meaning it's tied to hitting financial goals like Non-GAAP Net Income and strategic objectives. The goal is to align executive pay with long-term shareholder success.

Key Named Executive Officers (NEOs):

Jeffrey R. Noordhoek, Chief Executive Officer
Terry J. Heimes, Chief Operating Officer
James W. Kruger, Chief Financial Officer
An interesting case: Michael S. Dunlap receives no additional compensation for his board role.

👉 Why it matters: This vote lets shareholders signal whether they think the pay packages are fair and properly aligned with company performance. It’s a key tool for holding leadership accountable.

🔍 Other Proposals to Vote On

Proposal 1: Elect the three Class III directors listed above.
Proposal 2: Ratify (approve) the selection of KPMG LLP as the company's independent auditor for 2026.
Proposal 3: Approve amendments to the Directors Stock Compensation Plan. This allows directors to receive their annual fees in company stock, which keeps their interests aligned with shareholders.

⚖️ Big Picture: Strengths & Risks

👍 Strengths & Positives:

A diverse and experienced board with deep finance, tech, and legal backgrounds.
A compensation program heavily tied to measurable performance.
Strong risk oversight committees, with specific focus on cybersecurity.

⚠️ Risks & Considerations:

Controlling Shareholder: Michael Dunlap's majority voting power can effectively control all shareholder votes, which limits the influence of other investors.
Business Risk: As a major student loan servicer, the company is subject to regulatory and policy changes in the education finance sector.

🧠 The Analogy

Voting on this proxy is like being a limited partner in a large, complex restaurant group. You get a report (this statement) on how the head chef (CEO) and manager (board) are running things, you see how much they're getting paid based on how many dishes they sell (performance), and you get to vote on who should sit on the advisory committee (the board) for the next few years. The main owner (Michael Dunlap) has a huge stake and can often out-vote everyone else, so your read of the report is especially important to make an informed choice.

📇 Key Contacts & People

Corporate Secretary (for proxy materials/voting): William J. Munn
Investor Relations Phone: 402-458-3038
Mailing Address for Communications: Nelnet, Inc., 121 South 13th Street, Suite 100, Lincoln, Nebraska 68508
Website for Governance Documents & Anonymous Reporting: www.nelnetinvestors.com
Virtual Meeting Website: http://www.virtualshareholdermeeting.com/NNI2026
Technical Support Phone (for meeting day): Will be posted on the meeting website.

🧩 Final Takeaway

This proxy statement centers on voting for board members and approving executive pay at a company whose future is significantly influenced by a single controlling shareholder. Your vote is a key tool to approve the direction and ensure accountability, especially regarding compensation alignment with performance.

NELNET INC — DEF 14A Filing