Nelnet Inc

This management proposal asks shareholders to approve amendments to the Directors Stock Compensation Plan to expand eligibility to include members of the Nelnet Bank board, thereby allowing Nelnet Bank directors (primarily non-employee directors) to elect to receive annual retainer fees in shares of the Company’s Class A common stock under the Plan. Management is seeking shareholder approval both to implement this governance change and to comply with NYSE listing rules that require shareholder approval for certain changes to equity plans. The change is incremental and limited in scope: it modifies the definition of “Director” in the Plan to encompass Nelnet Bank Board members while preserving the Plan’s existing mechanics (share issuance at 85% of fair market value, deferral mechanics, annual per-director limits, and aggregate share reserve). The Board has unanimously approved the amendment and frames it as a retention and alignment tool to attract and retain qualified non-employee directors for the bank entity and to align their interests with shareholders. Key risk considerations include potential dilution from additional participants and administrative complexity from adding an affiliated entity’s board, but the Plan already contemplates limits (a $500,000 per-director annual cap and a fixed reserve of authorized shares) and NYSE oversight. Shareholders should weigh the modest governance benefits of broadening participation and aligning bank-board directors with shareholder interests against the dilution and the fact that several related-party and employee directors do not participate. The Board’s recommendation and the compliance rationale make passage likely among incumbent-aligned voters; however, given the company’s control structure (a dominant shareholder with combined voting power), minority shareholders should consider whether the change materially affects governance independence or shareholder equity interests. If approved, the practical impacts will be limited: only non-employee Nelnet Bank directors would reasonably be expected to participate, and the Plan retains existing deferral and distribution mechanics to manage tax and compensation timing.

This advisory (non-binding) management proposal asks shareholders to approve the company’s executive compensation program as disclosed in the Compensation Discussion and Analysis, summary tables, and narrative disclosures. Management frames the program as pay-for-performance, using a mix of base salary, annual performance-based incentives tied to financial and operational metrics, and multi-year restricted stock awards aligned with long-term shareholder value; the People Development and Compensation Committee oversees design and risk assessment and periodically engages independent consultants. The vote is symbolic but meaningful: the Committee will consider the outcome when making future compensation decisions. Key considerations for an analyst include that the company’s compensation structure emphasizes equity and long‑term restricted stock with multi-year vesting, includes clawback policies and limits on hedging/pledging, and ties annual bonus payouts to a broad set of quantitative and qualitative metrics (including net income excluding derivative market adjustments, ROE, customer and employee metrics, and strategic milestones). The program lacks employment contracts and change-in-control severance for named executives, reducing guaranteed payouts but also limiting retention tools in certain scenarios. Given historical say-on-pay results (e.g., overwhelming prior support in 2025), disclosed alignment between pay and performance, and detailed governance oversight, the Board’s recommendation for a FOR vote is consistent with the company’s stated objectives; however, minority shareholders should consider the company’s concentrated voting control and related-party governance relationships when assessing whether the compensation program sufficiently protects their interests.