Kimberly Rath
NELNETAbout Kimberly K. Rath
Kimberly K. Rath, 64, has served as an independent director of Nelnet, Inc. since October 2007. She is Co‑Founder of Talent Plus, Inc. (1989–present), served as President (2016–2019), and is currently Co‑Chair (August 2013–present), bringing 35+ years of expertise in executive development, employee engagement, and human capital management; she leads an international executive management consulting and training organization advising global leaders across private and public sectors . Ms. Rath is a Class II director nominee for a term ending at the 2028 annual meeting, currently serving on the Board as a Class II director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talent Plus, Inc. | Co‑Founder | 1989 – present | Built global HR consulting capabilities; executive advisory work |
| Talent Plus, Inc. | Co‑Chair | Aug 2013 – present | Leadership of firm; executive development focus |
| Talent Plus, Inc. | President | 2016 – 2019 | Operational leadership; client engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Talent Plus, Inc. | Co‑Chair; Co‑Founder; former President | Co‑Chair: Aug 2013 – present; Co‑Founder: 1989 – present; President: 2016 – 2019 | Global HR consulting firm; executive advisory to public/private sector leaders |
No other public company directorships are disclosed for Ms. Rath in NNI’s proxy biography .
Board Governance
| Committee | Role | Members | Meetings (2024) |
|---|---|---|---|
| People Development & Compensation Committee | Chair | Bansal; Rath; Van Deun | 4 meetings; all members independent |
| Nominating & Corporate Governance Committee | Member | Farrell; Rath; Van Deun | 4 meetings; all members independent; oversees director nominations and related‑party review |
- Board leadership: Executive Chairman (Michael S. Dunlap), CEO (Jeffrey R. Noordhoek), with Thomas E. Henning serving as Lead Independent Director; Non‑Employee Directors meet in executive session led by the Lead Independent Director .
- Board meetings: The full Board held five meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the prior year’s annual shareholders’ meeting .
- Election status: Class II nominee for term ending at 2028 annual meeting; currently serving as Class II director .
Fixed Compensation
Director compensation policy elements and Ms. Rath’s actual compensation:
| Element | Policy Amount | Notes | Citation |
|---|---|---|---|
| Annual director retainer | $150,000 | May be taken in cash or Class A stock (or deferred shares) under Directors Stock Compensation Plan | |
| Committee membership retainer | $10,000 per committee | Paid in addition to annual retainer | |
| Audit Chair premium | $12,500 | Additional annual retainer for Audit Chair | |
| Meeting fees | $1,000 per meeting | Board and committee meetings |
| Kimberly K. Rath – Director Compensation | 2023 | 2024 | Notes |
|---|---|---|---|
| Fees paid in cash ($) | $14,000 | $14,000 | Represents per‑meeting fees; non‑employee directors elected to take retainers in stock |
| Stock awards ($) | $199,999 | $200,021 | Grant date fair value under ASC 718; based on $97.81 closing price on June 14, 2024; shares calculated using 85% of price to determine quantity |
| Matching gift programs ($) | $0 | $50,000 | Includes $25,000 matched for 2023 contributions plus $25,000 matched in 2024 |
| Total ($) | $213,999 | $264,021 | Program caps matching at $25,000 per year per director |
Performance Compensation
| Director Performance Components | Disclosed? | Detail |
|---|---|---|
| Stock options for directors | No | 2024 Director Compensation Table shows cash, stock awards, and matching gifts—no option awards |
| PSUs/Performance‑based equity for directors | No | Director equity is retainer‑based (Class A stock or deferred shares) under Directors Stock Compensation Plan |
| Performance metrics tied to director pay | No | Director pay structure is fixed retainers + meeting fees; no performance metrics disclosed for directors |
| Deferral features | Yes | Directors can elect to defer stock until board service ends; dividends on deferred shares are also deferred as additional shares |
Executive incentive metrics are set for Named Executive Officers (EPS, net income, ROE/ROA, cash flow, customer measures, operating margins, etc.), not for directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ms. Rath in NNI proxy biography |
| Private/non‑profit/academic boards | Talent Plus, Inc. (Co‑Chair; Co‑Founder; former President) |
| Potential interlocks | Ms. Rath serves on the Nominating & Corporate Governance Committee which reviews related‑party transactions, in a board controlled by a shareholder with majority voting power |
Expertise & Qualifications
- 35+ years in human resources with expertise in executive development, employee engagement, and human capital management; leads an international executive management consulting and training organization .
- Strategic advisory to leaders across global private and public sectors; longstanding board experience at NNI since 2007 .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares (Class A) | 60,978 | Less than 1% of shares outstanding |
| Ownership % | <1% | Based on 25,633,159 Class A and 10,658,604 Class B shares outstanding as of Feb 28, 2025 |
| Deferred shares | 60,978 | Deferred under Directors Stock Compensation Plan until termination of board service |
| Ownership guidelines compliance | Yes | As of Feb 28, 2025, all Directors owned shares in excess of guideline (50% × $150,000 × years of service) |
| Hedging/pledging policy | Prohibited/limited | Board members prohibited from hedging/short sales; use of margin/pledging limited; trading only via Rule 10b5‑1 plans |
Governance Assessment
- Committee leadership and independence: Ms. Rath chairs the People Development & Compensation Committee (independent membership) and serves on Nominating & Corporate Governance (independent), aligning with governance best practices in pay oversight, succession, and director nomination/related‑party review .
- Attendance and engagement: Board held five meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the prior year’s annual meeting—Rath’s cash meeting fees ($14,000) indicate active participation under the $1,000 per meeting policy .
- Ownership alignment: Holds and defers 60,978 shares; complies with share ownership guidelines; subject to strict anti‑hedging/pledging policy—positive alignment signal .
- Compensation structure: Director pay is predominantly fixed (retainer) with equity taken in stock or deferred shares; no options/PSUs or performance metrics—low risk of pay‑for‑performance misalignment for directors; notable increase in charitable match in 2024 due to carryover matching provisions .
- Potential conflicts and red flags: The board operates under a controlling shareholder (Michael S. Dunlap) with 80.6% combined voting power, who can effectively elect members of the Board and its committees, including Nominating & Corporate Governance—this concentration is a governance risk; related‑party transactions (e.g., with Union Bank) may not be competitively bid and “present conflicts of interest,” though they are reviewed by the Nominating & Corporate Governance Committee where Rath serves .
Overall: Rath’s HR expertise, committee leadership, and ownership posture support board effectiveness, but majority voting control and recurring related‑party transactions heighten governance risk that warrants continued monitoring of committee rigor and disclosures .