David Graff
NELNETAbout David S. Graff
David S. Graff (age 42) has served as an independent director of Nelnet, Inc. since May 2014. He is the co-founder and Chief Executive Officer of Hudl (Agile Sports Technologies, Inc.) and joined the board of Boston Omaha in January 2025. His core credentials include expertise in computer science, marketing, and sales; recognition on Inc. Magazine’s 30 Under 30 list and Fast Company’s Most Creative People; and prior service on certain Nelnet asset-backed securities special purpose corporations’ boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nelnet ABS SPVs | Director | Not disclosed | Provided board oversight for certain Company special purpose corporations |
| Hudl (Agile Sports Technologies, Inc.) | Chief Executive Officer | May 2006 – present | Business development and innovation leadership; scaled to >4,000 employees, 180 countries |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boston Omaha | Director | Jan 2025 – present | Public company board experience; industry exposure across advertising, insurance, telecom, real estate |
| Sportsmap Tech Acquisition Corp | Director | Sep 2021 – Dec 2023 | SPAC governance through business combination (MultiSensor AI Holdings, Inc.) |
Board Governance
- Independence: The Board determined all current directors are independent except Michael S. Dunlap and Matthew W. Dunlap; Graff is independent .
- Committee assignments: Audit Committee (member) and Risk & Finance Committee (member) in 2024; Audit held 6 meetings, Risk & Finance held 4 meetings .
- Audit expertise: All 2024 Audit Committee members were financially literate and qualified as “audit committee financial experts” under SEC rules .
- Attendance: The full Board met 5 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the prior year’s annual meeting .
- Leadership structure: Separate Executive Chairman and CEO; Thomas E. Henning serves as Lead Independent Director and presides over non-employee director executive sessions .
- Risk oversight: Risk & Finance Committee oversees enterprise risk and cybersecurity; Audit oversees financial reporting and controls; Compliance and Nominating & Corporate Governance handle regulatory/compliance/related-party oversight .
Fixed Compensation
| Component | Amount/Policy | FY 2024 Detail |
|---|---|---|
| Annual Board retainer | $150,000 | Directors may elect cash or Class A shares (issued at 85% of market price) with optional deferral under Directors Stock Compensation Plan |
| Committee membership retainer | $10,000 per committee | Paid for Audit, People Dev & Compensation, Compliance, Nominating & Corporate Governance, Risk & Finance, Executive committees |
| Audit Chair premium | $12,500 | Additional annual retainer for Audit Chair |
| Meeting fees | $1,000 per meeting | Board and committee meetings attended |
| 2024 David S. Graff director pay | — | Fees paid in cash: $16,000; Stock awards: $200,021; Total: $216,021 |
Performance Compensation
| Metric Area | Disclosure | Notes |
|---|---|---|
| Director pay tied to performance metrics | Not disclosed | Nelnet’s pay-for-performance design applies to Named Executive Officers; director compensation is retainer/fees and equity elections, with no disclosed performance targets or options |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Boston Omaha | Graff is Director (since Jan 2025) | Adam K. Peterson (Boston Omaha CEO/Chairman) is an NNI director, creating a board-level interlock between NNI and Boston Omaha |
| Hudl | Graff is CEO and co-founder | Nelnet and Michael S. Dunlap family own ~25% of Hudl equity post Dec 20, 2024 share purchase ($3.3m). Nelnet paid Hudl ~$594k for cafeteria/common areas; Union Bank (affiliated) holds 27% of Hudl’s $150m facility; UBT’s share of delayed draw term loan was $9.1m outstanding as of Dec 31, 2024 |
Expertise & Qualifications
- Computer science, marketing, sales; entrepreneurship and product-led growth through Hudl .
- Recognitions: Inc. 30 Under 30; Fast Company’s Most Creative People .
- Capital markets exposure via SPAC directorship and current public company board role .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % Outstanding | Notes |
|---|---|---|---|---|
| David S. Graff | 28,546 | — | <1% | Beneficial ownership as of Feb 28, 2025 |
| Director ownership guidelines | Encouraged to hold value equal to 50% of base retainer times years served | As of Feb 28, 2025, all directors exceed guideline amounts | ||
| Hedging/pledging policy | Prohibits hedging/short sales; discourages pledging; any pledge approval capped at ≤25% of total shares held | Applies to directors; trading via Rule 10b5‑1 plans required |
Governance Assessment
- Strengths
- Independent director with audit committee financial expertise; active service on Audit and Risk & Finance committees supports oversight of reporting, controls, enterprise risk, and cybersecurity .
- Board majority independence, formal governance guidelines, annual self-review, and clear committee charters .
- Robust director ownership alignment (all directors exceed share ownership guidelines) and strict prohibitions on hedging/short sales; use of 10b5‑1 plans for trading .
- Conflict Exposure and RED FLAGS
- Hudl transactions: Nelnet and the Dunlap family own 25% of Hudl; Nelnet purchased Hudl shares ($3.3m), pays Hudl for services ($594k), and is co-tenant at the Hudl HQ building (Nelnet owns 25% of TDP); Union Bank (affiliated) is a lender to Hudl’s $150m facility ($9.1m UBT exposure outstanding). Given Graff is Hudl’s CEO, these are related-party touchpoints that can present perceived or actual conflicts impacting independence and board effectiveness .
- Concentrated control: Executive Chairman Michael S. Dunlap beneficially owns 80.6% of combined voting power, effectively able to elect or remove board members, including Nominating & Corporate Governance Committee which reviews related-party transactions; this concentration can undermine minority shareholder confidence in conflict management .
- Transaction process risk: Company acknowledges many transactions with Union Bank and affiliates are not offered to unrelated third parties or competitive bids; they “present conflicts of interest” and may be less favorable to minority shareholders, elevating governance risk perception .
- Director Compensation Mix
- 2024 mix predominantly equity (stock awards $200,021) plus cash meeting fees ($16,000); equity elections under the Directors Stock Compensation Plan align director interests with shareholders, but lack of performance link means oversight quality relies on independence and process rather than incentive targets .
Overall, Graff’s independent status and committee roles bolster oversight; however, his CEO role at Hudl combined with Nelnet’s and affiliates’ material financial relationships with Hudl, and the controlling shareholder dynamic, represent meaningful governance risk indicators requiring continued rigorous related-party review and transparent disclosures to sustain investor confidence .