Jeff Noordhoek
NELNETAbout Jeff Noordhoek
Jeffrey R. Noordhoek, 59, has served as Chief Executive Officer of Nelnet since January 2014 (previously President from 2006–2013), providing more than a decade of CEO tenure and deep operating continuity at the company . Under his leadership, 2024 net income excluding derivative market value adjustments was $176.4 million and the company highlighted record performance in Nelnet Business Services, strategic reinvestment for federal servicing transition, and continued asset diversification, with Noordhoek noting a “balanced mix of success across different segments” in 2024 and optimism for 2025 . Pay-versus-performance disclosures show cumulative TSR indexed to $100 reached 194.61 by 2024, reflecting solid multi-year shareholder returns in the company’s framework; Say-on-Pay support remained very strong (99.7% approval in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nelnet, Inc. | President | 2006–2013 | Led corporate operations prior to CEO role; provided continuity across diversification and core servicing businesses . |
External Roles
- No external public company directorships or committee roles disclosed for Mr. Noordhoek in the cited filings.
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 870,000 | 35,613 | Other comp comprised of 401(k) match, life insurance premium, matching gifts, and dividends on restricted stock . |
| 2023 | 854,501 | 37,642 | Similar composition; no aircraft personal use in 2023 for CEO . |
| 2022 | 813,810 | 36,205 | — |
- Base salaries for Named Executive Officers were increased 1.81% for 2024 in aggregate program terms .
Performance Compensation
| Year | Bonus ($) | Structure | Key Performance Areas Considered | Targets/Weighting | Payout Mechanics |
|---|---|---|---|---|---|
| 2024 | 650,000 | Executive Officers Incentive Compensation Plan (annual), paid in cash or stock at executive’s election | Strong NBS earnings; new long-term Dept. of Education servicing contract and platform transition; sustained cash flow from loan portfolio; diversification (Nelnet Bank, private loan servicing); customer satisfaction and employee engagement; offset by negative solar EPC impact; per-share book value growth of 6.4% | No specific quantitative targets or weights disclosed for 2024; Committee applied holistic assessment within Plan criteria | Annual bonus; stock elections (if any) issued and fully vested under the Restricted Stock Plan; not treated as equity incentive awards . |
| 2023 | 450,000 | Same Plan framework | Fee-based segment strength; new multi‑year DoE servicing award; cash flow durability; NFS diversification; Nelnet Bank de‑novo exit; formation of Nelnet Financial Services; customer/employee metrics; book value growth 3.4% | No specific quantitative targets disclosed | Stock election available; fully vested if elected . |
| 2022 | 874,851 | Same Plan framework | As disclosed in prior filings (not restated here) | Not disclosed | Stock election (if chosen) with transfer restrictions on 2022 issuances . |
Additional program design and governance:
- Plan cap: Max payout 150% of base salary per year .
- No stock options; equity compensation delivered via restricted stock, generally 3–10 year vesting .
- Clawback policy compliant with Rule 10D‑1; 2024 immaterial error corrections triggered a recovery analysis — no recovery required .
- Prohibitions on hedging/short sales; pledging discouraged and limited to ≤25% of total shares with prior approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 541,409 Class A shares as of Feb 28, 2025 (2.1% of Class A; 1.5% of total shares; <1% combined voting power) . |
| Unvested Restricted Stock (12/31/24) | 13,395 shares; market value $1,430,720 at $106.81 close on 12/31/24 . |
| 2024 Stock Vested | 4,999 shares vested; value realized $441,712 (at $88.36 on 3/11/2024) . |
| Option Awards | None; company does not grant stock options . |
| Hedging/Pledging | Hedging and short sales prohibited; pledging limited and requires approval (≤25% of holdings) . |
| Trading Plans | Officers must trade only via Rule 10b5‑1 plans (mitigates ad hoc selling risk) . |
Vesting schedule for outstanding CEO restricted stock (as of 12/31/24):
- 2023 grant: 4,378 shares issued; 1,095 vested on 3/10/2025; 1,094 vest on 3/10/2026 and 3/10/2028; 1,095 vest on 3/10/2027 .
- 2022 grant: 3,631 shares issued; 1,211 vested on 3/10/2025; 1,210 vest on 3/10/2026 and 3/10/2027 .
- 2021 grant: 5,386 shares issued; 2,693 vest on 3/10/2026 (2,693 already vested on 3/10/2025) .
Ownership governance and alignment signals:
- Board-level ownership guidelines exist for directors; all directors above suggested levels as of Feb 28, 2025 (executive officer guidelines not specified in filings) .
- Say-on-Pay support: 99.7% approval (2024) and 99.9% (2023) — strong shareholder endorsement of comp design .
Employment Terms
- Employment contract: None; company states “no employment contracts” for Named Executive Officers .
- Severance/CIC: No individual change‑in‑control or severance arrangements; restricted stock accelerates upon death, disability, or retirement after age 65 (per award agreements) .
- Clawback: Broad recovery policy for incentive compensation on restatements and specified misconduct/breach of covenants; no recovery required for 2024 immaterial error corrections .
- Perquisites: Executives eligible for standard benefits; company aircraft personal use permitted for certain executives when not needed for business travel (value measured at incremental cost); CEO’s 2024 “all other compensation” categories disclosed (no aircraft usage recorded for CEO in 2024) .
- Trading requirement: Officers must use Rule 10b5‑1 plans for buying/selling company stock .
Performance & Track Record
| Metric/Item | Evidence |
|---|---|
| 2024 operating narrative | CEO outlined segment performance: record NBS year; NDS reinvestment for new federal contract and platform; NFS consolidation/diversification; balanced results across segments . |
| 2024 earnings measure (non‑GAAP) | Net income excluding derivative market value adjustments: $176.4 million . |
| Pay-versus-performance TSR index | Value of initial fixed $100 investment: 2024 = 194.61; peer group (S&P 500 Financials) = 173.90 . |
| Compensation alignment | “Most important performance measures” tied to compensation include net income excluding derivative MVAs and annual growth in per‑share book value (with dividends) . |
| Governance support | Say-on-Pay approval 99.7% (2024) and 99.9% (2023) . |
Compensation Structure Analysis
- Mix shift toward cash in 2024: CEO received no 2024 restricted stock award (stock awards column “—”) versus $500,013 in 2023, indicating a lower equity component year-over-year for the CEO’s total pay mix .
- Base pay posture: Modest increase into 2024 consistent with company’s 1.81% executive salary adjustments reflecting 2023 results/book value growth context .
- Incentive design: Annual Plan emphasizes core profitability, book value growth, federal servicing execution, diversification, and customer/employee metrics; no disclosed formulaic targets — payouts determined holistically within capped framework (≤150% of salary) .
- Risk safeguards: No stock options; minimum vesting for stock awards; hedging ban; pledging limits; trading via 10b5‑1; robust clawback .
Related Party Transactions (Governance Risk Indicators)
- Investment services with Union Bank and WRCM: WRCM (an SEC-registered investment advisor and subsidiary) advises trusts and funds tied to Nelnet-related parties; as of 12/31/24, $2.2B in SLABS trusts under an advisory agreement with Union Bank; WRCM also advises trusts holding Nelnet stock for principal shareholders; CEO Jeffrey R. Noordhoek invested ~$1.1M in certain WRCM-managed private funds; non-affiliated LPs can remove WRCM without cause .
- Company acknowledges conflicts: Many Union Bank arrangements are not offered to unrelated third parties or competitively bid, posing risk that terms may be less favorable to minority shareholders .
Equity Vesting and Insider Selling Pressure
- Predictable vesting cadence: For the CEO, significant vesting dates cluster around March 10 in 2025–2028 across the 2021–2023 grants, which can create periodic supply windows depending on 10b5‑1 plan activity .
- Mitigants: Mandatory 10b5‑1 usage for officers reduces perception of discretionary timing; hedging prohibited and pledging tightly controlled .
Compensation Peer Group and Consultant Use
- Consultant: Towers Watson engaged in 2022 review; concluded executive pay is conservative versus general industry, financial services, and high-tech market perspectives; no conflicts identified .
- TSR peer group for disclosure: S&P 500 Financials index used in Pay-versus-Performance comparisons .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | 99.7% approval |
| 2023 | 99.9% approval |
Investment Implications
- Alignment and risk: Strong shareholder support, clawback protections, hedging/pledging limits, and mandatory 10b5‑1 plans support alignment and reduce trading-signal noise; lack of individual severance/CIC agreements lowers change-of-control cost but may reduce retention economics in a sale scenario .
- Incentive focus: Incentives tied to core profitability, book value growth, federal servicing execution, and diversification are consistent with value creation drivers; absence of explicit formulaic targets affords discretion — investors should monitor consistency between outcomes (e.g., NBS strength, NDS transition execution) and payouts (e.g., 2024 $650k bonus) .
- Supply dynamics: Concentrated vesting cycles (early March) could modestly increase sell‑side liquidity in those windows, though 10b5‑1 plans mitigate discretionary timing concerns .
- Governance overhangs: Related‑party investment arrangements (WRCM/Union Bank) and control concentration elsewhere on the register introduce minority‑shareholder governance risk; however, repeated high Say‑on‑Pay results suggest broad investor tolerance to date .