DeeAnn Wenger
NELNETAbout DeeAnn Wenger
DeeAnn K. Wenger, age 54, serves as President of Nelnet Business Services (Education Technology Services and Payments) and has held this role since December 2013; she was previously Managing Director of Product at Nelnet Business Services from November 2012 to December 2013 . In 2024, Nelnet recorded GAAP net income of $184.0 million and non-GAAP net income excluding derivative market value adjustments of $176.4 million, and the Company’s TSR since December 31, 2019 reached $194.61 per $100 initial investment, evidencing sustained value creation during her tenure in segment leadership . The Compensation Committee cited strong earnings in the Nelnet Business Services segment among the factors used for 2024 incentive determinations, reflecting her business area’s performance contribution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nelnet Business Services | President | December 2013 – present | Segment delivered strong earnings considered in 2024 NEO incentives |
| Nelnet Business Services | Managing Director of Product | November 2012 – December 2013 | Product leadership preceding appointment as President |
External Roles
No external directorships or public-company roles were disclosed for Ms. Wenger in the proxy’s executive officer biographies .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 468,000 | Not disclosed; Plan cap 150% of salary | 500,000 (paid in 2025 for 2024 performance) | 60,725 (matching gifts, dividends on restricted stock, earned time off buyback, other) |
Notes:
- Annual incentive payout was elective in form (cash, stock, or mix); bonus stock issued under the Restricted Stock Plan was fully vested upon issuance .
- Base salary increased 4.0% in 2024 from $450,000 in 2023 due to continued strong performance in Nelnet Business Services .
Performance Compensation
| Metric/Goal Area (2024 Plan Considerations) | Weighting | Target | Actual/Assessment | Payout Linkage | Vesting |
|---|---|---|---|---|---|
| Strong earnings in Nelnet Business Services segment | Not disclosed | Not disclosed | Committee cited strong segment earnings | Contributed to $500,000 annual incentive | Annual incentive shares (if elected) fully vested |
| Execution of new long-term U.S. Dept. of Education servicing contract; platform enhancements and single-platform transfer | Not disclosed | Not disclosed | Execution and platform work cited | Contributed to incentive outcome | N/A (performance bonus feature) |
| Asset diversification and growth (including Nelnet Bank originations/purchases) | Not disclosed | Not disclosed | Considered by Committee | Contributed to incentive outcome | N/A |
| Introduction of new private student loan servicing contracts | Not disclosed | Not disclosed | Considered by Committee | Contributed to incentive outcome | N/A |
| Revenue diversification; customer satisfaction; employee engagement | Not disclosed | Not disclosed | Considered qualitatively | Contributed to incentive outcome | N/A |
| Committee policy-bound Plan cap at 150% of salary | N/A | N/A | Cap governs maximum payout | Framework constraint | N/A |
Most important financial performance measures used in executive compensation include non-GAAP net income excluding derivative market value adjustments and annual growth in per-share book value (with dividends included) .
Equity Awards (RSUs/Restricted Stock)
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| March 8, 2024 | 1,163 | 100,041 | 233 vested Mar 10, 2025; 233 scheduled Mar 10, 2026 and 2028; 232 scheduled Mar 10, 2027 and 2029 |
| March 10, 2023 | 1,752 (outstanding unvested) | — | 438 vested Mar 10, 2025; 438 scheduled annually Mar 10, 2026–2028 |
| March 10, 2022 | 1,017 (outstanding unvested) | — | 339 vested Mar 10, 2025; 339 scheduled Mar 10, 2026–2027 |
| March 10, 2021 | 673 (outstanding unvested) | — | 337 vested Mar 10, 2025; 336 scheduled Mar 10, 2026 |
| March 10, 2020 | 479 (unvested at YE2024; vested Mar 10, 2025) | — | All 479 vested Mar 10, 2025 |
Additional details:
- The Company does not grant stock options; equity awards are restricted stock under the Restricted Stock Plan .
- 2024 bonuses, if taken in stock, were fully vested upon issuance (under the Restricted Stock Plan) .
Stock vested in 2024:
| Year | Shares Vested | Value Realized ($) |
|---|---|---|
| 2024 | 2,051 | 181,226 (at $88.36 vest price on Mar 11, 2024) |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (Class A) | 22,745 shares | As of Feb 28, 2025; less than 1% of outstanding |
| Ownership % of Shares Outstanding | <1% | Per Security Ownership table |
| Unvested Restricted Stock (Dec 31, 2024) | 5,084 shares | Market value $543,022 at $106.81 closing price |
| Options (Exercisable/Unexercisable) | None | Company does not use stock options for NEOs |
| Hedging | Prohibited | No hedging or short sales permitted |
| Pledging | Discouraged/limited | Prior approval required; limited to ≤25% of total shares held by officers |
| Trading Plans | Required | Officers must transact only via Rule 10b5-1 plans |
Employment Terms
| Term | Status |
|---|---|
| Employment start date/current role | President, Nelnet Business Services since December 2013 |
| Employment contract | None (Company has no employment contracts for NEOs) |
| Severance | No individual severance arrangements |
| Change-in-control | No individual change-in-control arrangements; acceleration only for unvested restricted stock upon death, disability, or retirement at/after age 65 |
| Clawback | Incentive Compensation Clawback Policy covering Section 16 officers; recovery for restatements, misconduct, or covenant breaches |
| Non-compete / Non-solicit | Not disclosed in proxy |
| Garden leave / Post-termination consulting | Not disclosed in proxy |
| Perquisites | Eligible for matching gifts; dividends on restricted stock; earned time off buyback; minor other benefits; aircraft personal use not attributed to Ms. Wenger in 2024 |
Governance and Say-on-Pay Context
- People Development and Compensation Committee members: Bansal, Rath (Chair), Van Deun; four meetings in 2024 .
- Shareholder Say-on-Pay support was 99.7% approval at the 2024 annual meeting, and the Committee maintained the program’s design in response to strong support .
Investment Implications
- Pay-for-performance alignment: 2024 incentive decisions explicitly referenced strong results in Nelnet Business Services, with Ms. Wenger’s variable pay ($500,000 bonus; $100,041 restricted stock grant) meaningfully linked to performance considerations .
- Retention and selling pressure: Unvested restricted stock of 5,084 shares with $543,022 market value at YE2024 creates retention hooks through multi-year vesting; annual incentive stock (if elected) is fully vested, reducing near-term forced holding, while required 10b5-1 plans and hedging prohibitions temper opportunistic selling .
- Alignment and risk: No stock options and no individual severance/CIC arrangements limit repricing and parachute risks; clawback policy for restatements/misconduct strengthens governance, and pledging is restricted (≤25% with approval) to mitigate alignment concerns .
- Execution risk: Committee highlighted operational execution (government servicing platform consolidation, contract wins, diversification) as key 2024 considerations—continued delivery here is central to sustaining incentives and TSR momentum .