NELNET INC CLASS A (NNI)
Sector: Financials
2026 Annual Meeting Analysis
NELNET INC CLASS A · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Three Class III Directors to Serve for Three-Year Terms Until the 2029 Annual Meeting of Shareholders
Farrell has served since 2007 and brings strong financial and audit expertise as a CPA and finance professor; NNI's 3-year price return of +47.0% trails XLF by only 14.4 percentage points, well below the 65-point threshold required to trigger an against vote for a strong-positive-TSR company, so no TSR concern applies.
Graff has served since 2014 and contributes technology, business development, and computer science expertise; the TSR underperformance gap of 14.4 percentage points versus XLF is far below the 65-point threshold needed to trigger an against vote, so no performance concern applies.
Henning has served since 2003 and brings over 30 years of CEO experience in insurance and banking, CFA credentials, and serves as independent Lead Director; the 14.4-point gap versus XLF is well under the 65-point threshold, and no other policy triggers are present.
All three Class III nominees pass every policy screen: the company's 3-year stock gain of +47.0% falls in the strong-positive tier, and the 14.4-point gap behind XLF (the applicable fallback benchmark, as no named peer group was extracted for director purposes) is far below the 65-point threshold required to trigger an against vote. All directors attended at least 75% of meetings, none is overboarded, none has a disqualifying familial relationship to management, and each brings relevant financial-services or technology expertise to the board.
Say on Pay
✓ FORCEO
Jeffrey R. Noordhoek
Total Comp
$2,243,420
Prior Support
99.9%%
The CEO's total reported pay of $2,243,420 is well within a reasonable range for a CEO at a $4.6 billion financial-services company, and the independent compensation consultant Towers Watson concluded that total direct compensation at Nelnet is conservative relative to general industry, financial services, and high-tech benchmarks. The company has a meaningful clawback policy covering all named executives and prior Say on Pay support was an overwhelming 99.9%, indicating no shareholder concern to address. Pay mix includes performance-based annual bonuses and restricted stock vesting over five years, which ties a meaningful portion of executive pay to continued service and company results, and the company's stock returned +47.0% over three years, providing reasonable pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm appropriate for a $4.6 billion company; the proxy filing text provided does not include a fee table with specific audit and non-audit fee dollar amounts, so the non-audit fee ratio trigger cannot be evaluated — per policy, when fee data is unavailable the default vote is FOR; auditor tenure is also not disclosed in the available text, and per policy the tenure trigger requires confirmed data to fire, so no tenure concern is raised.
Overall Assessment
The 2026 Nelnet annual meeting presents four proposals: election of three Class III directors, ratification of KPMG as auditor, approval of amendments to the Directors Stock Compensation Plan, and an advisory Say on Pay vote. All policy-covered proposals receive a FOR vote — the director nominees pass all screening criteria, CEO pay is conservative relative to market benchmarks with strong shareholder endorsement, and KPMG is an appropriate Big 4 auditor for a company of Nelnet's size.