DEF 14A of Nelnet Inc, Apr 3, 2025

DEF 14A of Nelnet Inc

Filed Apr 3, 2025 · FY20240001258602-25-000019

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS During 2024, the Company’s Board of Directors consisted of nine directors who were divided into three classes, designated as Class I, Class II, and Class III. In accordance with the Company’s Articles of Incorporation, the number of directors constituting the entire Board is fixed exclusively by the Board from time to time. The classes of directors serve for staggered three-year terms, with their current terms ending at the annual meeting of shareholders in the following years: Class I directors - 2027; Class II directors - 2025; and Class III directors - 2026. Shareholders are asked to elect three Class II directors to serve on the Board of Directors for a three-year term ending at the 2028 annual meeting of shareholders. The nominees for these Class II directorships are Matthew W. Dunlap, Adam K. Peterson, and Kimberly K. Rath. Each nominee is currently serving on the Board as a Class II director. Ms. Rath and Mr. Peterson were most recently elected to the Board by the shareholders at the 2022 annual meeting of shareholders; Matthew Dunlap was appointed to the Board as a Class III director on March 17, 2022 based on the recommendation of the Board's Nominating and Corporate Governance Committee. On February 1, 2023, in order to rebalance the distribution of directors amongst the three classes subsequent to the passing of board member William Cintani, Matthew Dunlap tendered his resignation as a Class III director and was immediately appointed by the Board as a Class II director to fill the Class II vacancy resulting from Mr. Cintani's passing. In making these nominations, the Board and the Nominating and Corporate Governance Committee consider each nominee's specific experience, qualifications, and skills as described below. Upon the recommendation of the Board's Nominating and Corporate Governance Committee, the Board has nominated each of the Class II director nominees named below to serve on the Board of Directors as Class II directors. The Board of Directors recommends that shareholders vote FOR the election of each Class II director nominee (named below) to the Board of Directors. In the event that before the election any Class II director nominee becomes unable to serve or for good cause unwilling to serve, if elected, the shares represented by proxy will be voted for any substitute nominees designated by the Board, unless the proxy does not indicate that the shares are to be voted for all Class II director nominees, or, if the Board does not designate any substitute nominees, the shares represented by proxy may be voted for a reduced number of nominees. The Board of Directors knows of no reason why any of the persons nominated for election as Class II directors might be unable or unwilling to serve if elected, and each nominee has consented to and expressed an intention to serve if elected. There are no arrangements or understandings between any of the nominees and any other person pursuant to which any of the nominees was selected as a nominee. The following sets forth certain information about (i) each of the three nominees for election as Class II directors to serve for a three-year term expiring at the 2028 annual meeting of shareholders, and (ii) each of the current Class I and Class III directors whose term of office continues beyond the 2025 Annual Meeting. The information includes, with respect to each such person: (a) their age, (b) the year during which they were first elected a director of the Company, (c) their principal occupation(s) and any other directorships with publicly-held companies (if applicable) during the past five years, and (d) the qualifications of such person that led to the conclusion that such person should serve as a director of the Company.

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Class II Director Nominees to Hold Office for a Term Expiring at the 2028 Annual Meeting of Shareholders | | | | | Matthew W. Dunlap, 35 Director since March 2022 | Chief Business Development Officer, Nelnet, Inc., and President, Nelnet Financial Services | | | | | | Nelnet, Inc. | | | | | | President, Nelnet Financial Services, April 2023 - present | | | | | Chief Business Development Officer, March 2022 - present | | | | | Managing Director, Nelnet Business Services, February 2020 - March 2022 | | | | | Legal counsel, February 2017 - February 2020 | | | | GVC Capital, LLC, an investment banking firm focused primarily on providing comprehensive investment banking services to underexposed small public and private companies. | | | | | | Associate, November 2015 - January 2017 | | | Mr. Dunlap brings to the Board of Directors his legal expertise and an in-depth understanding of the Company's business models and practices from his experiences as an in-house attorney serving our asset generation and loan servicing businesses and as a Managing Director for the Company. In addition, Mr. Dunlap brings expertise in banking and finance through his time serving on the board of directors at Bankfirst and First Northeast Bank of Nebraska. | | |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Adam K. Peterson, 43 Director since March 2022 | Chairman, Chief Executive Officer, and President, Boston Omaha | | | | | | Boston Omaha is a public holding company with businesses engaged in several sectors including advertising, insurance, telecommunications, and real estate. | | | | | | Chairman, CEO, and President - May 2024 - present | | | | | Co-Chairman, February 2015 - May 2024 | | | | | Co-CEO and Co-President, December 2017 - May 2024 | | | | | Executive Vice President, February 2015 - December 2017 | | | | The Magnolia Group LLC, an SEC registered investment advisor and general partner of Magnolia Capital Fund, LP, which is one of Nelnet's largest external non-management shareholders. | | | | | | Managing Member, June 2014 - present | | | | Old Market Capital Corporation ("OMCC"), formerly named Nicholas Financial, Inc., which was a publicly traded specialized consumer finance company engaged primarily in acquiring and servicing automobile finance installment contracts for purchases of used and new automobiles, originating direct consumer loans, and selling consumer-finance related products. Upon formerly changing its name to Old Market Capital Corporation on September 27, 2024, OMCC exited the auto finance business via the sale of its finance receivables and repossessed assets to an unrelated third party. OMCC remains a public company, and is primarily engaged in providing broadband internet, voice over internet protocol, and video services. | | | | | | Director, June 2017 - present | | | | | Crescent Bank & Trust, a bank that specializes in auto loans to consumers in multiple states, as well as offers local personal and business banking services to the Greater New Orleans Area. | | | | | Director, March 2022 - present | | | | Yellowstone Acquisition Group, a publicly traded special purpose acquisition company that completed a business combination with Sky Harbour LLC in January 2022 and was renamed Sky Harbour Group Corporation. | | | | | | Director, August 2020 - January 2022 | | | | Brampton Brick Ltd., a publicly traded Canadian company specializing in masonry materials and products. | | | | | | Director, May 2016 - March 2021 | | | | Magnolia Capital Partners, LP and related entities | | | | | | Chief Investment Officer, November 2005 - August 2014 | | | Mr. Peterson's qualifications include almost 20 years of extensive experience in business operations, investments, and financial analysis in a variety of industries, including advertising, insurance, telecommunications, real estate, and financial services. | | | | Kimberly K. Rath, 64 Director since October 2007 | Co-Chair, Talent Plus, Inc. | | | | | | Talent Plus, Inc., a global human resources consulting firm. | | | | | | Co-Chair, August 2013 - present | | | | | President, Talent Plus, Inc., 2016 - 2019 | | | | | Co-Founder, Talent Plus, Inc., 1989 - present | | | Ms. Rath's qualifications include over 35 years of experience in the field of human resources, with expertise in executive development, employee engagement, and human capital management. Ms. Rath leads an international executive management consulting and training organization, working with major global companies. Ms. Rath serves as an executive strategic advisor to many leaders across the globe in both private and public sectors. | | |

  4. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Class III Directors Continuing in Office for a Term Expiring at the 2026 Annual Meeting of Shareholders | | | | | Kathleen A. Farrell, 61 Director since October 2007 | Dean and Professor of Finance, College of Business, University of Nebraska-Lincoln | | | | | | College of Business, University of Nebraska - Lincoln | | | | | | Dean, December 2017 - present | | | | | Professor of Finance, August 2009 - present | | | | | Interim Dean, January 2017 - December 2017 | | | | | Chair, Finance Department, August 2014 - December 2016 | | | | | Senior Associate Dean of Academic Programs, August 2011 - July 2014 | | | | | Associate Dean of Academic Programs, August 2010 - August 2011 | | | | | Associate Professor of Finance, 2001 - July 2009 | | | | | Assistant Professor of Finance, August 1993 - 2001 | | | Dr. Farrell's qualifications include her expertise in corporate finance, executive turnover, and executive compensation, and her prior experience as an auditor at a national public accounting firm. Dr. Farrell has achieved designation as a Certified Public Accountant (inactive), has 25 years of experience teaching university courses in the areas of banking and finance, and has conducted extensive research on these topics. Dr. Farrell has also published articles on these topics in numerous scholarly journals. | | | | David S. Graff, 42 Director since May 2014 | Chief Executive Officer, Agile Sports Technologies, Inc. (doing business as Hudl) | | | | | | Hudl provides online video analysis and coaching tools software for professional, college, high school, club, and youth teams and athletes, and Hudl software is used by more than 300,000 teams, serving more than 40 different sports and 180 countries, including the National Hockey League, National Football League, National Basketball Association, and English Premier League. Hudl has more than 4,000 employees in 18 countries. | | | | | | Chief Executive Officer, May 2006 - present | | | | Boston Omaha, a public holding company with businesses engaged in several sectors including advertising, insurance, telecommunications, and real estate. | | | | | | Director, January 2025 - present | | | | Sportsmap Tech Acquisition Corporation ("Sportsmap"), a publicly traded special purpose acquisition company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Sportsmap completed a business combination with MultiSensor AI Holdings, Inc. (f/k/a Infrared Cameras Holdings Inc.) in December 2023. | | | | | | Director, September 2021 - December 2023 | | | Mr. Graff's qualifications include his experience and expertise in computer science, marketing, and sales. In addition, as co-founder of Hudl, Mr. Graff provides the Board of Directors and the Company significant expertise in business development and innovation. Mr. Graff has been featured on Inc. Magazine's 30 Under 30 list and was named one of Fast Company's Most Creative People. In addition, Mr. Graff served as a member of the board of directors for certain of the Company's asset-backed securities special purpose corporations. | | |

  5. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Thomas E. Henning, 72 Director since August 2003 | Former executive officer and public company director | | | | | | First Interstate Bancorp ("FIBK"), a publicly traded financial and bank holding company focused on community banking. | | | | | | Director, February 2022 - present | | | | Great Western Bancorp, Inc. ("GWB") and Great Western Bank; GWB was a publicly traded full service regional bank holding company. On February 1, 2022, GWB was acquired by FIBK. | | | | | | Director, August 2015 - January 2022 | | | | Federal Home Loan Bank Topeka, a part of the 12-member Federal Home Loan Bank system. The bank serves the states of Oklahoma, Kansas, Nebraska, and Colorado and provides liquidity to member institutions to assist in financing real estate. | | | | | | Director, January 2023 - present | | | | | Director, March 2007 - October 2015 | | | | Assurity Group, Inc. and its subsidiary, Assurity Life Insurance Company, which offers a variety of disability income and critical illness protection, life insurance, and annuity products. | | | | | | Non-Executive Chairman, January 2022 - December 2022 | | | | | President and Chief Executive Officer, 1990 - December 2021 | | | Mr. Henning's qualifications include over 30 years of experience as President and Chief Executive Officer of a large insurance company, his prior experience as President of a regional bank, his financial expertise, including being a Chartered Financial Analyst and a member of the board of directors of other financial service organizations, his experience in risk assessment and management, and his vast knowledge and experience in leadership and management. | | |

  6. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Class I Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Shareholders | | | | Preeta D. Bansal, 59 Director since November 2018 | Retired senior lawyer, public official, and global business leader | | | | | Senior Advisor to the CEO and Global Managing Director, LightEn Network, 2024 - present | | | | Self-employed advisor, investor, lecturer, and consultant, 2016 - present | | | | Massachusetts Institute of Technology, Lecturer, Senior Advisor, and Visiting Scholar, 2014 - 2019 | | | | HSBC Holdings plc, a multinational investment bank and financial services company, Global General Counsel for Litigation and Regulatory Affairs, 2012 - 2013 | | | | Office of Management and Budget, Executive Office of the President of the United States, General Counsel and Senior Policy Advisor, 2009 - 2011 | | | | Skadden, Arps, Slate, Meagher & Flom LLP, an international law firm, Partner, 2003 - 2009 | | | | United States Commission on International Religious Freedom, Commissioner, 2003 - 2009 (Chair, 2004 - 2005) | | | | University of Nebraska College of Law, Visiting Professor, 2001 - 2003 | | | | State of New York, Solicitor General, 1999 - 2001 | | | Ms. Bansal's qualifications include over 30 years of experience in corporate and public law, banking, financial services, government, regulation, public policy, U.S. diplomacy, and academia as a distinguished lawyer, public official, and global business leader. Her experience has included serving as general counsel and senior policy advisor in the federal Office of Management and Budget, which oversees and coordinates all of the budgetary, regulatory, and management activities and initiatives of the departments and agencies of the federal government on behalf of the President of the United States; as global general counsel for litigation and regulatory affairs for HSBC Holdings in London; as partner and practice chair of the international law firm Skadden, Arps, Slate, Meagher & Flom LLP in New York City; and as Solicitor General of the State of New York. Ms. Bansal is a Henry Crown Fellow at the Aspen Institute, a life member of the Council on Foreign Relations, and active with numerous local, national, and global organizations. She received the National Organization of Women's “Woman of Power and Influence Award” in 2006 and was named one of the “50 Most Influential Minority Lawyers in America” by the National Law Journal in 2008. She is a magna cum laude graduate of Harvard Law School and Harvard-Radcliffe College, and a former law clerk to U.S. Supreme Court Justice John Paul Stevens. Ms. Bansal provides to the Board of Directors and the Company valuable insight and leadership on various business, compliance, regulatory, and policy issues. | |

  7. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Michael S. Dunlap, 61 Director since January 1996 | Executive Chairman, Nelnet, Inc. | | | | | | Nelnet, Inc. | | | | | | Executive Chairman, January 2014 - present | | | | | Chairman, January 1996 - December 2013 | | | | | Chief Executive Officer, May 2007 - December 2013 | | | | | Co-Chief Executive Officer, January 1996 - May 2007 | | | | Farmers & Merchants Investment Inc. (“F&M”), the parent of Union Bank and Trust Company (“Union Bank”) (F&M and Union Bank are affiliates of the Company) | | | | | | Co-Chairman, January 2024 - present | | | | | Chairman, January 2013 - January 2024 | | | | | Co-President and Director, January 2007 - January 2013 | | | | | President, 1996 - 2006 | | | Mr. Dunlap's qualifications include more than 30 years of experience in the areas of banking and financial services, leadership, strategic operations, and management, including as one of our co-founders and our Chairman since the Company's inception, as well as his experience as a member of the boards of directors of numerous other organizations. Mr. Dunlap's knowledge of every part of our business and his intense focus on customer service, innovation, and excellence are keys to our Board's success. | | | | Jona M. Van Deun, 55 Director since March 2022 | Managing Partner, Prairie Coast Strategies, LLC | | | | | | Prairie Coast Strategies, LLC, a consulting firm advising clients on grassroots, government and public affairs, and large logistic/production projects. | | | | | | Partner, November 2022 - present | | | | Nebraska Tech Collaborative, a business-led Aksarben Workforce Initiative committed to convening leaders from government, education, and not-for-profit organizations across the state to develop, attract, and retain tech-talent and entrepreneurs to Nebraska. | | | | | | President, September 2018 - September 2022 | | | | Small Business Coalitions and Engagement for U.S. Chamber of Commerce. The U.S. Chamber of Commerce, whose members range from small businesses and chambers of commerce across the country to leading industry associations and global corporations, advocates for policies that help businesses create jobs and grow the economy. | | | | | | Vice President, October 2017 - September 2018 | | | | Koch Companies Public Sector, LLC, a shared-services company that provides legal, government, and public affairs services to affiliates of Koch Industries, Inc. around the world. Koch Industries, Inc. is a privately-held multinational conglomerate with interests in industries such as refining, chemicals, and biofuels; forest and consumer products; fertilizers; polymers and fibers; process and pollution control equipment and technologies; electronics; information systems; commodity trading; minerals; energy; glass; ranching; and investments. | | | | | | Director of Coalitions, December 2012 - September 2017 | | | Ms. Van Deun's qualifications include having vast information technology and talent acquisition expertise from her extensive background in politics and public affairs, and she has provided strategic expertise to several trade associations and Fortune 500 companies, including 3M Company, DCI Group, the Pillsbury Company, and the Property Casualty Insurers Association. | | |

  8. Director Compensation Overview

    Director Compensation Overview The Company’s compensation program for directors (except for Michael Dunlap, who does not receive any compensation for Board or committee service) is designed to reasonably compensate directors for their service on the Board of Directors and its committees, in amounts commensurate with their roles and involvement, and taking into consideration the significant amount of time they devote in fulfilling their duties in view of the Company’s size, complexity, and risks, as well as the experience and skill levels required of members of the Board. The Company intends to compensate its directors in a manner that attracts and retains high quality Board members, and ensures that their interests are aligned with the shareholders. The People Development and Compensation Committee reviews the compensation program for directors on an annual basis and makes recommendations regarding the program to the Board. In addition to the various components of the Company’s compensation program for directors discussed under the "Director Compensation Elements," “Director Compensation Table for Fiscal Year 2024,” and “Share Ownership Guidelines for Board Members” captions below, the Company has a policy prohibiting members of the Board of Directors from short sales of the Company’s stock, buying or selling call or put options or other derivatives related to the Company’s stock, or engaging in hedging or monetization transactions with respect to any of their direct or indirect interest in the Company’s stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. The Company's policy also requires members of the Board who wish to buy or sell the Company’s stock to do so only through Rule 10b5-1 stock trading plans, and limits the use of margin accounts or other pledge arrangements by Board members with respect to the Company's stock. See "Executive Compensation" - "Compensation Discussion and Analysis" - "Prohibition on Hedging and Short Sales, and Limits on Share Pledging."

  9. Director Compensation Elements

    Director Compensation Elements Directors are primarily compensated through an annual retainer in the base amount of $150,000 for each director. An additional annual retainer of $10,000 is paid to directors who serve as members on each of the Audit Committee, People Development and Compensation Committee, Compliance Committee, Nominating and Corporate Governance Committee, Risk and Finance Committee, or Executive Committee, as applicable. The Chair of the Audit Committee is also paid an additional $12,500 annual retainer fee. Directors are also compensated for Board meeting and committee meeting attendance, earning $1,000 for each Board and committee meeting attended. As indicated above, Michael Dunlap does not receive any consideration for participation in Board or committee meetings. The Company has a Directors Stock Compensation Plan that was approved by the Board of Directors and shareholders, pursuant to which Board members can elect to receive their annual retainer fees in the form of cash or in shares of the Company's Class A common stock. Under the plan, if a Director elects to receive Class A common stock, the number of shares that will be granted will be equal to the amount of the annual retainer fee otherwise payable in cash divided by 85% of the fair market value of a share of Class A common stock on the date the fee is payable. Directors who choose to receive Class A common stock may also elect to defer receipt of the Class A common stock until termination of their service on the Board of Directors. Any dividends paid in respect of deferred shares during the deferral period will also be deferred in the form of additional shares and paid out at termination of service on the Board of Directors. This plan may be amended or terminated by the Board of Directors at any time, but no amendment or termination will adversely affect a Director's rights with respect to previously deferred shares without the consent of the Director.

  10. Director Compensation Table for Fiscal Year 2024

    Director Compensation Table for Fiscal Year 2024 The following table sets forth summary information regarding compensation of Directors for the fiscal year ended December 31, 2024.

  11. Director Compensation Table for Fiscal Year 2024

    | | 2024 Compensation | | | | | Director name | Fees paid in cash ($) (a) | Stock awards ($) (b) | Matching gift programs ($) (c) | Total ($) | | Preeta D. Bansal | 20,000 | 211,856 | 25,000 | 256,856 | | Matthew W. Dunlap (d) | 184,000 | — | 500 | 184,500 | | Michael S. Dunlap (e) | — | — | — | — | | Kathleen A. Farrell | 14,000 | 211,856 | 24,900 | 250,756 | | David S. Graff | 16,000 | 200,021 | — | 216,021 | | Thomas E. Henning | 16,000 | 226,528 | 50,000 | 292,528 | | Adam K. Peterson | 20,000 | 211,856 | — | 231,856 | | Kimberly K. Rath | 14,000 | 200,021 | 50,000 | 264,021 | | Jona M. Van Deun | 18,000 | 211,856 | 100 | 229,956 |

  12. Director Compensation Table for Fiscal Year 2024

    (a)Amounts represent cash paid to Board members for attendance at Board and committee meetings. Amount for Matthew Dunlap also includes annual retainer fees ($170,000). (b)Each of the Non-Employee Directors elected to receive their annual retainer fees for 2024 in the form of awards of the Company's Class A common stock or deferred shares under the Directors Stock Compensation Plan, which awards are within the scope of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (FASB ASC Topic 718). As such, the amounts under “stock awards” in the table above represent the grant date fair value of the stock or deferred shares computed in accordance with FASB ASC Topic 718 based on the closing market price of the Class A common stock of $97.81 per share on June 14, 2024, the trading day immediately preceding the date of issuance. Under this plan, the Company uses 85% of such closing market price of the Class A common stock on the date immediately preceding the date the annual retainer fees are payable to calculate the number of shares to be issued under this plan. Additional information about the Company’s accounting for stock-based compensation under FASB ASC Topic 718 can be found in Note 2 - “Summary of Significant Accounting Policies and Practices - Compensation Expense for Stock Based Awards” and Note 22 - “Stock Based Compensation Plans - Directors Compensation Plan” of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (c)Amounts represent matching contributions by the Company to charitable organizations during 2024 under the Company's matching gift program. For Mr. Henning and Ms. Rath, amounts also include $25,000 in matching contributions by the Company in 2024 related to contributions made by Mr. Henning and Ms. Rath during the year ended December 31, 2023. (d)In addition to Matthew Dunlap's compensation as a member of the Board of Directors as reflected in the table above, he is also an employee and executive officer of the Company. Matthew Dunlap's total compensation as an employee and board member of the Company for the year ended December 31, 2024 was approximately $1.03 million which includes (i) $184,500 in director compensation reported in the table above, (ii) a salary of $300,000, (iii) a bonus paid in 2025 for services rendered in 2024 of $500,000, (iv) approximately $29,000 representing proceeds from the sale of accrued earned time off back to the Company during 2024, and (v) approximately $19,000 in other compensation. (e)Michael Dunlap, who is an employee and Executive Chairman of the Company, does not receive any compensation for Board or committee service. Mr. Dunlap's total compensation as an employee of the Company for the year ended December 31, 2024 was approximately $894,000, which includes a salary of $500,000, a bonus paid in 2025 for services rendered in 2024 of $375,000, and other compensation totaling approximately $19,000.

  13. Compensation Discussion and Analysis

    | Element | Purpose | Characteristics | | Base salary | Competitive cash compensation to retain and attract executive talent. | Fixed cash compensation based upon the scope and complexity of the role, individual experience, performance, and market competitiveness. Reviewed annually and adjusted as warranted. | | Annual performance-based incentive bonuses | Drive the achievement of key short-term business results and recognize individual contributions to these results. | Primary mode to differentiate compensation based on performance. Annual incentives based on a combination of financial metrics and individual goals. Potential cash-equity mix through performance-based incentive program stock election framework. | | Restricted stock awards | Promote long-term focus on shareholder value, serve as an important retention tool, and encourage equity stake in the Company. | Equity-based compensation subject to vesting periods, or other restrictions on sale, generally for three to ten years. | | Health, retirement, and other benefits | Designed to provide competitive health insurance options and income replacement upon retirement, death, or disability. | Benefits for Named Executive Officers are the same as those available to all associates. | | Intrinsic rewards | Non-cash rewards to increase engagement, provide opportunities for individual growth, and subsidize learning initiatives. | Professional training and development, coaching, mentoring, tuition reimbursement, and community activity support. |

  14. Compensation Discussion and Analysis

    •Return on equity (including return on tangible equity), return on assets or net assets, return on capital (including return on total capital or return on invested capital), return on investments, and ratio of equity to total assets; •Student loan servicing and other education finance or service customer measures (including loan servicing volume and service rating levels under contracts with the Department); •Success or progress made in efforts to obtain new contracts with the Department, as well as other loan servicing business; •Cash flow measures (including cash flows from operating activities, cash flow return on investment, assets, equity, or capital, and generation of long-term cash flows (including net cash flows from the Company’s securitized loan portfolios)); •Market share; •Customer satisfaction levels, and employee engagement, productivity, retention, and satisfaction measures; •Operating performance and efficiency targets and ratios, as well as productivity targets and ratios; •Levels of, or increases or decreases in, operating margins, operating expenses, and/or nonoperating expenses; •Business segment, division, or unit profitability and other performance measures (including growth in customer base, revenues, earnings before interest, taxes, depreciation and amortization, and segment profitability, as well as management of operating expense levels); •Acquisitions, dispositions, projects, or other specific events or transactions (including specific events or transactions intended to enhance the long-term strategic positioning of the Company); •Performance of investments; •Regulatory compliance measures; or •Any other criteria as determined by the Committee in its sole discretion. The Plan provides that in no event shall the amount paid under the Plan to a participant with respect to any calendar year exceed 150% of that participant’s base salary for that year. While the Company strives for overall consistency in executive compensation, the Named Executive Officers' potential incentive bonus amounts can vary by business segment due to differences in roles, business models, and business performance. Incentives are generally positioned to be within a median range of the marketplace based on available broad based data. The Company's 2024 annual performance-based incentive bonuses were paid, at the Named Executive Officers' option, as either 100% cash, 100% stock, or 25%, 50%, or 75% stock with the remaining percentage paid in cash. All shares issued as part of the incentive bonus awards were issued pursuant to the Company's Restricted Stock Plan discussed below, and were fully vested. Performance of Named Executive Officers for 2024 In 2024, the Committee established performance goals for the Company and its operating segments utilizing certain of the performance measures under the Plan referred to above and described in more detail below, and in early 2025 the Committee reviewed the performance of the Executive Officers (including the Named Executive Officers) for 2024 under the terms of the Plan in establishing incentive awards for each Executive Officer (including the Named Executive Officers). No specific quantitative/objective performance targets or formulas were set or used in establishing the performance goals. For 2024, the Committee considered the Named Executive Officers’ performance in respect of the Plan measures described above, including, but not necessarily limited to: •strong earnings results for 2024 in the Company's Education Technology Services and Payments (referred to as Nelnet Business Services) operating segment; •executing a new long-term government servicing contract with the Department of Education, making required servicing platform enhancements for the new government servicing contract, and transferring of direct loan servicing volume to one platform; •sustaining substantial estimated future cash flow from the Company's existing loan portfolio, and investment interests therein; •asset diversification and growth, including non-FFELP loans and securitized loan residual interests, through strategic partners and originations and purchases through Nelnet Bank; •introduction of new private student loan servicing contracts; •continued diversification of revenue and asset types; •customer satisfaction levels; •employee engagement; and •individual achievement. Other factors considered by the Committee included: •the negative impact to earnings from Nelnet Renewable Energy, the Company's solar engineering, procurement, and construction business; and •growth in the Company's per share book value in 2024 (with dividends included) of only 6.4%. Based on the Named Executive Officers’ performance in 2024 and the level of attainment of the 2024 performance goals for the Named Executive Officers, the Committee awarded each of Messrs. Noordhoek, Heimes, Kruger, and Tewes a 2024 annual incentive under the Plan of $650,000, and awarded Ms. Wenger a 2024 annual incentive under the Plan of $500,000, as reflected in the Summary Compensation Table below. Restricted Stock Plan The Company maintains a Restricted Stock Plan to reward performance by associates, including the Named Executive Officers. This plan permits the Committee to reward a recipient with an award of shares of the Company's Class A common stock, which, in the Committee's sole discretion, may have vesting requirements or other restrictions. These awards are designed to recognize and reward associates, and to connect the associates' financial interests directly to the Company's performance, thereby encouraging associates to focus their efforts as owners of the Company. As discussed above, shares issued in payment of annual performance-based incentive bonuses and other equity compensation awards are issued under the Restricted Stock Plan. The Company does not grant stock options, since management and the Committee believe that awards of shares of restricted stock are a better method of encouraging associates, including the Named Executive Officers, to focus on the long-term value of the Company. Employee Share Purchase Plan The Company also has an Employee Share Purchase Plan (ESPP) that assists all associates, including the Named Executive Officers, in becoming owners and increasing their ownership of the Company. Under the ESPP, associates may purchase up to $25,000 (per year) of shares of the Company's Class A common stock through payroll deductions, at a discount of 15% to the lower of the average market price of the Company's stock on the first and last trading days of each calendar quarter. Termination or Change-in-Control Compensation Other than with respect to provisions in restricted stock award agreements for grants of restricted stock whereby any unvested shares of restricted stock will become fully vested upon a termination of employment as a result of death, disability, or retirement after reaching the age of 65, which provisions are generally included in all agreements for restricted stock awards granted to associates, the Company does not have any contracts, agreements, plans, or arrangements with the Named Executive Officers that provide for payment in connection with any termination of employment or change-in-control of the Company. Stock Trading Requirements

  15. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    Summary Compensation Table for Fiscal Years 2024, 2023, and 2022 The following table sets forth summary information with respect to the compensation paid and bonuses granted for services rendered by the Company's Chief Executive Officer and Chief Financial Officer, as well as each of the Company's other three most highly compensated executive officers during the year ended December 31, 2024 (collectively, the “Named Executive Officers”). The information presented in the table relates to the fiscal years ended December 31, 2024, 2023, and 2022, except that in accordance with SEC guidance only information relating to the fiscal year ended December 31, 2024 is presented for Ms. Wenger, who first became a Named Executive Officer in 2024. Salaries and bonuses are paid at the discretion of the Board of Directors.

  16. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | | | Annual compensation | | | | | | Name and principal position | Year | Salary ($) | Bonus ($) (a) | Stock awards ($) (b) | All other compensation ($) (c) | Total ($) | | Jeffrey R. Noordhoek | 2024 | 870,000 | 650,000 | — | 35,613 | 1,555,613 | | Chief Executive Officer | 2023 | 854,501 | 450,000 | 500,013 | 37,642 | 1,842,156 | | | 2022 | 813,810 | 874,851 | 500,016 | 36,205 | 2,224,882 | | Terry J. Heimes | 2024 | 870,000 | 650,000 | — | 70,294 | 1,590,294 | | Chief Operating Officer | 2023 | 854,501 | 450,000 | 500,013 | 74,873 | 1,879,387 | | | 2022 | 813,810 | 874,851 | 500,016 | 55,885 | 2,244,562 | | James D. Kruger | 2024 | 870,000 | 650,000 | — | 196,059 | 1,716,059 | | Chief Financial Officer | 2023 | 854,501 | 450,000 | 500,013 | 41,962 | 1,846,476 | | | 2022 | 813,810 | 905,371 | 500,016 | 36,885 | 2,256,082 | | Timothy A. Tewes | 2024 | 870,000 | 650,000 | — | 201,387 | 1,721,387 | | President | 2023 | 854,501 | 450,000 | 500,013 | 64,712 | 1,869,226 | | | 2022 | 813,810 | 813,810 | 500,016 | 64,155 | 2,191,791 | | DeeAnn K. Wenger | 2024 | 468,000 | 500,000 | 100,041 | 60,725 | 1,128,766 | | President of Nelnet Business Services | | | | | | |

  17. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    (a)Amounts represent bonuses paid in 2025, 2024, and 2023 for services rendered during the 2024, 2023, and 2022 calendar years, respectively. The Company's annual performance-based incentive bonuses were paid, at the executives' option, as either 100% cash, 100% stock, or 25%, 50%, or 75% stock with the remaining percentage paid in cash. Those electing stock for services rendered in 2022 also received an additional number of shares representing 15% of the amount of their bonus they elected to receive in stock, to promote increased and continued share ownership. Stock issued for incentive bonus awards were fully vested, however, stock issued for 2022 may not be transferred for three years from the date of issuance. All shares issued as part of the incentive bonus award were issued pursuant to the Company's Restricted Stock Plan. The stock issuances for annual performance bonuses were not made as equity incentive plan awards contemplating future service or performance. (b)In addition to receiving an annual performance-based incentive bonus as described above, the following stock awards were made: •On March 8, 2024, Ms. Wenger was awarded a five-year stock grant (subject to vesting conditions) of 1,163 shares of Class A common stock under the Restricted Stock Plan, with the number of restricted shares granted to Ms. Wenger computed as $100,000 divided by the average market closing price for Class A common stock over the five trading day period ended March 5, 2024, which was $86.02. •On March 10, 2023 and 2022, each of Messrs. Noordhoek, Heimes, Kruger, and Tewes were awarded five-year restricted stock grants (subject to vesting conditions) of 5,473 shares and 6,052 shares, respectively, of Class A common stock under the Restricted Stock Plan, with the number of restricted shares granted to each of these Named Executive Officers computed as $0.5 million divided by the average market closing price for Class A common stock over the five trading day period ended March 7, 2023 and March 7, 2022, respectively, which was $91.36 and $82.62, respectively. Amounts represent the grant date fair values of the various restricted stock awards (subject to vesting conditions) computed in accordance with FASB ASC Topic 718. Additional information about the Company's accounting for stock-based compensation under FASB ASC Topic 718 can be found in Note 2 - "Summary of Significant Accounting Policies and Practices - Compensation Expense for Stock Based Awards" and Note 22 - "Stock Based Compensation Plans - Restricted Stock Plan" of the Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. (c)“All other compensation” for the fiscal year ended December 31, 2024 includes the following:

  18. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    | | All other compensation | | | | | | | | | | Employer matching contributions under 401(k) Plan ($) | Premiums on life insurance ($) | Matching gift programs ($) (1) | Dividends on restricted stock ($) (2) | Earned Time Off buy back ($) (3) | Personal use of company aircraft ($) (4) | Other ($) (5) | Total ($) | | Jeffrey R. Noordhoek | 13,800 | 211 | 5,200 | 16,402 | — | — | — | 35,613 | | Terry J. Heimes | 13,800 | 211 | 35,500 | 16,402 | — | 3,881 | 500 | 70,294 | | James D. Kruger | 13,800 | 211 | 29,300 | 16,402 | 133,846 | — | 2,500 | 196,059 | | Timothy A. Tewes | 13,800 | 211 | 62,800 | 16,402 | 107,874 | — | 300 | 201,387 | | DeeAnn K. Wenger | 13,800 | 211 | 29,750 | 5,943 | 9,221 | — | 1,800 | 60,725 |

  19. Summary Compensation Table for Fiscal Years 2024, 2023, and 2022

    (1)See “Compensation Discussion and Analysis - Matching Gift Programs” above for a description of these programs. (2)The Company's cash dividend payments on its Class A and Class B common stock include dividend payments on unvested shares of Class A common stock issued pursuant to the Company's Restricted Stock Plan. Dividends paid to the Named Executive Officers on unvested restricted stock are included in the table above. (3)During 2024, the Company made available to associates the option to sell accrued earned time off back to the Company. Associates who elected to sell accrued earned time off were able to elect payment in cash or in shares of the Company's Class A common stock. Those electing stock also received an additional number of shares representing 15% of the amount of the accrued time off sold back to the Company. Mr. Tewes elected to receive his payout in shares of the Company's Class A common stock, and this amount represents the issuance of 998 shares of Class A common stock at a price of $108.09 per share, which represents the average market closing price for Class A common stock over the five trading day period ended August 15, 2024. Mr. Kruger and Ms. Wenger elected the cash payout option. All shares issued as part of the accrued time off buy back were issued pursuant to the Company's Restricted Stock Plan. (4)See "Compensation Discussion and Analysis - Other Compensation" above for a description of this arrangement. (5)Executive officers may receive other perquisites and other personal benefits below the current SEC threshold of $10,000 for reporting. There were no stock option awards, non-equity incentive plan compensation, or pension or nonqualified deferred compensation earnings for any of the Company's Named Executive Officers during 2024, 2023, or 2022.

  20. Grants of Plan-Based Awards Table for Fiscal Year 2024

    Grants of Plan-Based Awards Table for Fiscal Year 2024 The following table sets forth summary information relating to each grant of an award made to the Company's Named Executive Officers in the fiscal year ended December 31, 2024 under the Company's Restricted Stock Plan.

  21. Grants of Plan-Based Awards Table for Fiscal Year 2024

    | Name | Grant date | Approval of grant by Compensation Committee | Number of shares of stock | Grant date fair value of stock awards ($) (c) | | Jeffrey R. Noordhoek | — | — | — | — | | Terry J. Heimes | — | — | — | — | | James D. Kruger | — | — | — | — | | Timothy A. Tewes | September 13, 2024(a) | September 4, 2024 | 998 | 107,874 | | DeeAnn K. Wenger | March 8, 2024(b) | January 31, 2024 | 1,163 | 100,041 |

  22. Grants of Plan-Based Awards Table for Fiscal Year 2024

    (a)As discussed in footnote (c) to the “Summary Compensation Table for Fiscal Years 2024, 2023, and 2022”, the Company made available to associates the option to sell accrued earned time off back to the Company. Associates who elected to sell accrued earned time off were able to elect payment in cash or in shares of the Company's Class A common stock. Those electing stock also received an additional number of shares representing 15% of the amount of the accrued time off sold back to the Company. Mr. Tewes elected to receive his payout in shares of the Company's Class A common stock, and this amount represents the issuance of 998 shares of Class A common stock. All shares issued as part of the accrued time off buy back were issued pursuant to the Company's Restricted Stock Plan and were immediately vested. (b)Included in this amount is 1,163 shares of restricted Class A common stock issued on March 8, 2024 to Ms. Wenger pursuant to the Company's Restricted Stock Plan, of which 233 shares vested on March 10, 2025, 233 shares are scheduled to vest on March 10, 2026 and 2028, and 232 shares are scheduled to vest on March 10, 2027 and 2029. (c)The Company determined the value of the award for Mr. Tewes based on the average of the closing market prices for the Company's Class A common stock on August 9, 2024 through August 15, 2024, which was $108.09. The Company determined the value of the award for Ms. Wenger based on the average of the closing market prices for the Company's Class A common stock on February 28, 2024 through March 5, 2024, which was $86.02.

  23. Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2024)

    Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2024) The following table sets forth summary information relating to the outstanding unvested equity awards for the Company's Named Executive Officers as of December 31, 2024.

  24. Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2024)

    | | Stock awards | | | Name | Number of shares of stock that have not vested | Market value of shares of stock that have not vested ($) (c) | | Jeffrey R. Noordhoek | 13,395(a) | 1,430,720 | | Terry J. Heimes | 13,395(a) | 1,430,720 | | James D. Kruger | 13,395(a) | 1,430,720 | | Timothy A. Tewes | 13,395(a) | 1,430,720 | | DeeAnn K. Wenger | 5,084(b) | 543,022 |

  25. Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2024)

    (a)Amount represents (i) 4,378 shares of restricted Class A common stock issued to each of Mr. Noordhoek, Mr. Heimes, Mr. Kruger, and Mr. Tewes on March 10, 2023 pursuant to the Company's Restricted Stock Plan, of which 1,095 shares vested on March 10, 2025, 1,094 shares are scheduled to vest on March 10, 2026 and 2028, and 1,095 shares are scheduled to vest on March 10, 2027, (ii) 3,631 shares of restricted Class A common stock issued to each of Mr. Noordhoek, Mr. Heimes, Mr. Kruger, and Mr. Tewes on March 10, 2022 pursuant to the Company's Restricted Stock Plan, of which 1,211 shares vested on March 10, 2025 and 1,210 shares are scheduled to vest on March 10, 2026 and 2027, and (iii) 5,386 shares of restricted Class A common stock issued to each of Mr. Noordhoek, Mr. Heimes, Mr. Kruger, and Mr. Tewes on March 10, 2021 pursuant to the Company's Restricted Stock Plan, of which 2,693 shares vested on March 10, 2025 and 2,693 shares are scheduled to vest on March 10, 2026. (b)Amount represents (i) 1,163 shares of restricted Class A common stock issued to Ms. Wenger on March 8, 2024 pursuant to the Company's Restricted Stock Plan, of which 233 shares vested on March 10, 2025, 233 shares are scheduled to vest on March 10, 2026 and 2028, and 232 shares are scheduled to vest on March 10, 2027 and 2029, (ii) 1,752 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2023 pursuant to the Company's Restricted Stock Plan, of which 438 shares vested on March 10, 2025 and 438 shares are scheduled to vest annually on March 10, 2026 through 2028, (iii) 1,017 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2022 pursuant to the Company's Restricted Stock Plan, of which 339 shares vested on March 10, 2025 and 339 shares are scheduled to vest on March 10, 2026 and 2027, (iv) 673 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2021 pursuant to the Company's Restricted Stock Plan, of which 337 shares vested on March 10, 2025 and 336 shares are scheduled to vest on March 10, 2026, and (v) 479 shares of restricted Class A common stock issued to Ms. Wenger on March 10, 2020 pursuant to the Company's Restricted Stock Plan, of which all 479 shares vested on March 10, 2025. (c)Based on the closing market price of the Company's Class A common stock on December 31, 2024, the last market trading day in the year ended December 31, 2024, of $106.81.

  26. Stock Vested Table for Fiscal Year 2024

    Stock Vested Table for Fiscal Year 2024 The following table sets forth summary information relating to the stock vested for the Company's Named Executive Officers during the fiscal year ended December 31, 2024.

  27. Stock Vested Table for Fiscal Year 2024

    | | Stock awards | | | Name | Number of shares acquired on vesting | Value realized on vesting ($) (d) | | Jeffrey R. Noordhoek | 4,999(a) | 441,712 | | Terry J. Heimes | 4,999(a) | 441,712 | | James D. Kruger | 4,999(a) | 441,712 | | Timothy A. Tewes | 5,997(b) | 554,466 | | DeeAnn K. Wenger | 2,051(c) | 181,226 |

  28. Stock Vested Table for Fiscal Year 2024

    (a) Amount represents shares of restricted Class A common stock issued on March 10, 2021, 2022, and 2023 pursuant to the Company's Restricted Stock Plan. All shares vested on March 10, 2024. (b) Amount represents (i) a total of 4,999 shares of restricted Class A common stock issued on March 10, 2021, 2022, and 2023 pursuant to the Company's Restricted Stock Plan that vested on March 10, 2024 and (ii) 998 shares of Class A common stock issued on September 13, 2024 pursuant to the Company's Restricted Stock plan that immediately vested. (c) Amount represents shares of restricted Class A common stock issued on March 11, 2019 and March 10, 2020, 2021, 2022, and 2023 pursuant to the Company's Restricted Stock Plan. All shares vested on March 10, 2024. (d) The vesting price for the shares of common stock that vested on March 10, 2024 was $88.36 per share, which was the closing market price of the Company's Class A common stock on March 11, 2024, the first market trading day after the scheduled vesting date. The vesting price for the shares of common stock that vested on September 13, 2024 was $112.98 per share, which was the closing market price for the Company's Class A common stock on September 13, 2024.

  29. Pay Versus Performance

    Pay Versus Performance

  30. Pay Versus Performance

    | Year | Summary compensation table total for CEO ($) | Compensation actually paid to CEO ($)(a) | Average summary compensation table total for non-CEO Named Executive Officers ($)(b) | Average compensation actually paid to non-CEO Named Executive Officers ($)(a)(b) | Value of initial fixed $100 investment based on: | | Net income (in thousands) ($)(e) | Net income, excluding derivative market value adjustments (in thousands) ($)(f) | | | | | | | Total shareholder return ($)(c) | Peer group total shareholder return ($)(c)(d) | | | | 2024 | $1,555,613 | 1,805,326 | 1,539,127 | 1,750,752 | 194.61 | 173.90 | $184,045 | 176,351 | | 2023 | 1,842,156 | 1,791,032 | 1,636,444 | 1,596,230 | 159.00 | 133.20 | 89,826 | 121,573 | | 2022 | 2,224,882 | 2,161,604 | 1,984,696 | 1,937,237 | 161.65 | 118.77 | 406,899 | 231,262 | | 2021 | 2,732,315 | 3,047,713 | 2,302,547 | 2,539,095 | 172.04 | 132.75 | 393,286 | 322,748 | | 2020 | 1,568,311 | 1,568,311 | 1,523,191 | 1,519,833 | 124.04 | 98.31 | 352,443 | 373,832 |

  31. Pay Versus Performance

    (a) The following adjustments were made to calculate the compensation actually paid from the compensation included in the summary compensation table for the CEO and non-CEO Named Executive Officers.

  32. Pay Versus Performance

    | Year | Summary compensation table total for CEO ($) | Less: Issuance date fair value of restricted stock awards issued in respective year ($) | Plus: Year-end fair value of restricted stock awards issued during respective year and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards from the end of the prior year of any awards granted in prior years that are outstanding and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards as of the vesting date from the end of the prior year of restricted shares issued in prior years and vested during respective year ($) | Compensation actually paid to CEO ($) | | 2024 | 1,555,613 | — | — | 249,013 | 700 | 1,805,326 | | 2023 | 1,842,156 | (500,013) | 482,828 | (32,690) | (1,249) | 1,791,032 | | 2022 | 2,224,882 | (500,016) | 549,219 | (74,657) | (37,824) | 2,161,604 | | 2021 | 2,732,315 | (1,000,059) | 1,315,457 | — | — | 3,047,713 | | 2020 | 1,568,311 | — | — | — | — | 1,568,311 |

  33. Pay Versus Performance

    | Year | Average summary compensation table total for non-CEO Named Executive Officers ($) | Less: Issuance date fair value of restricted stock awards issued in respective year ($) | Plus: Year-end fair value of restricted stock awards issued during respective year and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards from the end of the prior year of any awards granted in prior years that are outstanding and unvested at respective year-end ($) | Plus: Change in fair value of restricted stock awards as of the vesting date from the end of the prior year of restricted shares issued in prior years and vested during respective year ($) | Average compensation actually paid to non-CEO Named Executive Officers ($) | | 2024 | 1,539,127 | (25,010) | 31,055 | 204,983 | 597 | 1,750,752 | | 2023 | 1,636,444 | (375,010) | 362,121 | (26,448) | (877) | 1,596,230 | | 2022 | 1,984,696 | (375,012) | 411,914 | (55,993) | (28,368) | 1,937,237 | | 2021 | 2,302,547 | (750,044) | 986,592 | — | — | 2,539,095 | | 2020 | 1,523,191 | — | — | — | (3,358) | 1,519,833 |

  34. Pay Versus Performance

    (b) The Company's non-CEO Named Executive Officers for 2024 were Mr. Heimes, Mr. Kruger, Mr. Tewes, and Ms. Wenger. The Company's non-CEO Named Executive Officers for 2023 were Mr. Heimes, Mr. Kruger, Mr. Tewes, and Mr. Matthew Dunlap. For 2022, 2021, and 2020, the Company's non-CEO Named Executive Officers were Mr. Michael Dunlap, Mr. Heimes, Mr. Kruger, and Mr. Tewes. (c) Total shareholder return assumes a $100 investment on December 31, 2019 in each of the Company's Class A common stock and in the Company's selected peer group, and that all dividends, if applicable, were reinvested. The shareholder return represents past performance and should not be considered an indication of future performance. (d) The S&P 500 Financials index, which is comprised of approximately 70 companies included in the S&P 500 that are classified as members of the Global Industry Classification Standard financials sector, was selected as the Company's peer group. (e) The dollar amounts reported represent the amount of net income reflected in our audited financial statements of the applicable fiscal year. The net income amounts for 2023 and 2022 have been updated to reflect the correction of immaterial errors we identified during fiscal 2024, as discussed in the Company's 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025. (f) Net income, excluding derivative market value adjustments, is a non-GAAP financial measure, and there is no comprehensive, authoritative guidance for the presentation of this measure. For information on how this measure is calculated from the Company’s financial statements, reconciliation to the most directly comparable financial measure for the respective years presented in this table under GAAP, and other information about this measure, please refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Overview - GAAP Net Income and Non-GAAP Net Income, Excluding Adjustments on page 40 of the Company’s 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025 (for 2024 and 2023), page 39 of the Company's 2022 Annual Report on Form 10-K filed with the SEC on February 28, 2023 (for 2022 and 2021), and page 40 of the Company's 2021 Annual Report on Form 10-K filed with the SEC on February 28, 2022 (for 2020). Net income, excluding derivative market value adjustments, presented for 2022, 2021, and 2020 has not been restated for the effects of immaterial corrections to the financial statements referred to in footnote (e) above. The relationship between the compensation actually paid to the CEO and the average compensation actually paid to the non-CEO Named Executive Officers and the cumulative total shareholder return ("TSR") of the Company and the Peer Group (the S&P 500 Financials index) for 2024, 2023, 2022, 2021, and 2020 is represented by the graph below: The relationship between the compensation actually paid to the CEO and the average compensation actually paid to the non-CEO Named Executive Officers and the Company's net income for 2024, 2023, 2022, 2021, and 2020 is represented by the graph below: The relationship between the compensation actually paid to the CEO and the average compensation actually paid to the non-CEO Named Executive Officers and the Company's net income, excluding derivative market value adjustments, for 2024, 2023, 2022, 2021, and 2020 is represented by the graph below:

  35. Pay Versus Performance

    | Most important financial performance measures linked to Executive Compensation: | | | | Net income, excluding derivative market value adjustments | | | Annual growth in Nelnet, Inc. per share book value (with dividends included) |

  36. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Other than with respect to provisions in restricted stock award agreements for certain grants of restricted stock to the Named Executive Officers whereby any unvested shares of restricted stock will become fully vested upon a termination of employment as a result of death, disability, or retirement after reaching the age of 65, which provisions are generally included in all agreements for restricted stock awards granted to employees, the Company does not have any contracts, agreements, plans, or arrangements with the Named Executive Officers that provide for payment in connection with any termination of employment or change-in-control of the Company. The summary information related to the outstanding shares of unvested restricted stock including the market value of such unvested shares as of December 31, 2024 can be found in the table above under "Outstanding Equity Awards at Fiscal Year-End Table (As of December 31, 2024)."

  37. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of the SEC’s Regulation S-K, the Company is providing the following information about the relationship of the annual total compensation of the employees of the Company and its consolidated subsidiaries and the annual total compensation of Jeffrey R. Noordhoek, the Company’s CEO. For 2024, the Company’s last completed fiscal year: •the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries (other than the CEO) was $57,240; and •the annual total compensation of the CEO, as disclosed above in the "Summary Compensation Table for Fiscal Years 2024, 2023, and 2022," was $1,555,613. Based on this information, for 2024 the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 27 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K. Given the different methodologies that various public companies may use to compute estimates of their pay ratios, the Company’s estimated pay ratio may not be comparable with the estimated pay ratios of other public companies. For purposes of the pay ratio disclosure, SEC rules permit registrants to identify the median employee once every three years, so long as there have not been significant changes in the registrant's employee population or employee compensation arrangements that the registrant reasonably believes would result in a significant change in the pay ratio disclosure. The Company most recently identified its median employee in 2021; as such, based on SEC rules, the Company identified a new median employee for 2024. To identify the median of the annual total compensation of all employees of the Company and its consolidated subsidiaries in 2024, as well as to determine the annual total compensation of the median employee and the CEO in 2024, the methodology and the material assumptions, adjustments, and estimates that the Company used were as follows: 1.The Company determined that, as of December 30, 2024, the last Monday of 2024 that was a business day, the total number of employees of the Company and its consolidated subsidiaries (excluding the CEO) was 6,241, with 5,983 (95.9%) of these employees located in the United States, and 258 (4.1%) of these employees located in Australia, Philippines, and Puerto Rico. Accordingly, the total numbers of U.S. employees and non-U.S. employees, before taking into consideration the adjustments permitted by SEC rules (as described below), were 5,983 and 258, respectively. These employees included all full-time, part-time, seasonal, and temporary employees of the Company and its consolidated subsidiaries. The Company selected the last Monday of 2024 that was a business day as the date within the last three months of the Company’s last completed fiscal year that the Company would use to identify the median employee because it enabled the Company to make such identification for 2024 in a reasonably efficient and economical manner from its existing internal payroll reporting system. 2.The employee population used to identify the median employee, after taking into consideration the adjustments permitted by SEC rules, consisted of all of the 5,983 employees (excluding the CEO) located in the U.S as of December 30, 2024. As permitted by SEC rules, the Company chose to exclude all non-U.S. employees, consisting of all of the 258 employees who are employed in Australia, Philippines, and Puerto Rico, from the employee population used to identify the median employee, given the small number of employees in those jurisdictions and the estimated additional costs of obtaining, analyzing, and including their compensation information for purposes of identifying the median employee and determining the annual total compensation of the median employee. Based on the total numbers of U.S. employees and non-U.S. employees (before taking into consideration the adjustments permitted by SEC rules) as set forth above, the Company excluded a total of less than 5% of the total workforce of the Company and its consolidated subsidiaries (258 employees) from the employee population used to identify the median employee, as permitted by SEC rules. 3.To identify the median employee from the employee population, the Company compared the amounts of salary and wages of the employees for 2024 that are taxable for U.S. federal income tax purposes and reportable to the U.S. Internal Revenue Service on Form W-2, as reflected in the Company’s existing internal payroll system reports as of December 30, 2024, and this compensation measure was consistently applied to all employees included in the calculation. In making this determination, the Company annualized the compensation of all permanent employees (full-time or part-time) included in the employee population who were hired during 2024 but did not work for the Company or a consolidated subsidiary for the entire fiscal year. 4.Using the median employee identified as described above, the Company combined all of the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(x) of the SEC’s Regulation S-K, resulting in annual total compensation of $57,240. 5.With respect to the annual total compensation of the CEO, the Company used the amount disclosed in the “Total” column of the 2024 row for Mr. Noordhoek in the "Summary Compensation Table for Fiscal Years 2024, 2023, and 2022" included in this Proxy Statement.