Matthew Dunlap
NELNETAbout Matthew W. Dunlap
Matthew W. Dunlap, age 35, is Chief Business Development Officer of Nelnet, Inc. and President of Nelnet Financial Services; he has served on Nelnet’s Board since March 2022 (rebalanced to Class II in February 2023) . Company performance context during his recent tenure: 2024 net income was $184.0 million and non-GAAP net income excluding derivative market value adjustments was $176.4 million; cumulative TSR from a $100 base (12/31/2019) reached $194.61 in 2024, while growth in per-share book value including dividends was 6.4% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nelnet, Inc. | Chief Business Development Officer | Mar 2022 – present | Corporate development and growth across asset generation and servicing businesses |
| Nelnet Financial Services | President | Apr 2023 – present | Leads financial services growth and diversification (incl. Nelnet Bank activities) |
| Nelnet Business Services | Managing Director | Feb 2020 – Mar 2022 | Execution in Education Technology Services and Payments segment performance |
| Nelnet, Inc. | Legal Counsel | Feb 2017 – Feb 2020 | In-house legal support for asset generation and loan servicing |
| GVC Capital, LLC | Associate | Nov 2015 – Jan 2017 | Investment banking experience; finance and transactions exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bankfirst | Director | Not disclosed | Banking expertise contribution |
| First Northeast Bank of Nebraska | Director | Not disclosed | Banking expertise contribution |
| North Central Bancorp, Inc. (NCB) | Director | Not disclosed | F&M-related banking platform; Michael S. Dunlap Vice Chair |
Fixed Compensation (2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Base salary | 300,000 | Employee salary |
| Director fees (retainer + meetings) | 184,000 | Includes $170,000 annual retainer and $14,000 meeting fees |
| Matching gift program | 500 | Company matching of charitable gifts |
| Accrued earned time off (PTO) buyback | ~29,000 | Proceeds from sale of accrued PTO back to company |
| Other compensation | ~19,000 | Misc. perquisites and benefits |
Total 2024 compensation (employee+director): approximately $1.03 million, comprised of items above plus the performance bonus below .
Performance Compensation (2024)
| Metric/Plan Element | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive bonus | Not disclosed | Not disclosed | Committee considered segment results, contract wins, diversification, customer satisfaction, employee engagement, and per-share book value growth 6.4% | 500,000 | Cash; if stock elected under bonus framework, shares issued were fully vested |
| Plan metrics (illustrative list used by Committee) | — | — | Net income ex-derivative adjustments; ROE/ROA; segment profitability; cash flow; operating margins/expenses; customer and employee measures; strategic transactions | — | — |
Notes:
- The Executive Officers Incentive Compensation Plan metrics are defined broadly; specific individual weightings/targets for Matthew were not disclosed .
- Company policy allows executives to elect bonus payment in cash or stock; stock issued for annual bonuses is fully vested (shares may have transfer restrictions in certain years; 2024 bonuses were fully vested) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 13,433 Class A shares and 155,012 Class B shares; total 168,445 |
| Ownership % of combined voting power | 1.2% |
| Vested vs. unvested shares | Not disclosed (Matthew not listed in outstanding unvested awards table) |
| Options (exercisable/unexercisable) | Company does not grant options to executives; none outstanding |
| Pledging/Hedging | Company prohibits hedging/short sales and discourages/limits pledging (≤25% of total shares with prior approval); no pledges reported for Matthew in footnotes |
| Stock ownership guidelines (Board) | Directors encouraged to hold Class A shares equal to 50% of base annual retainer times years of service; as of Feb 28, 2025 all directors exceed guidelines |
Employment Terms
- At-will employment; Company states no employment contracts for Named Executive Officers and emphasizes pay-for-performance .
- Severance/change-in-control: Company discloses no individual severance or change-in-control arrangements for Named Executive Officers; restricted stock agreements include accelerated vesting upon death, disability, or retirement at age 65 .
- Clawback: Incentive Compensation Clawback Policy applies to Section 16 officers and designated executives; Board may seek recovery for restatements or misconduct; 2024 immaterial corrections led to no compensation recovery required .
- Trading: Officers must trade only via Rule 10b5-1 plans; policy designed to manage cadence and optics of executive sales .
Board Governance
- Board service history: Appointed Class III Director (Mar 17, 2022); reclassified to Class II (Feb 1, 2023) to rebalance classes; nominated for term expiring at 2028 meeting .
- Committee memberships: Compliance Committee member (non-independent) ; Risk and Finance Committee member (non-independent) .
- Independence: Board determined Matthew (employee) is not independent; Michael S. Dunlap (Executive Chairman) also not independent .
- Family/duality considerations: Father-son relationship disclosed; Michael S. Dunlap beneficially controls 80.6% of combined voting power and can effectively elect/remove directors, including the Nominating & Corporate Governance Committee overseeing related-party transactions .
- Lead Independent Director: Thomas E. Henning; independent director leadership used to counterbalance Executive Chairman role .
- Attendance: Board held five meetings in 2024; all directors attended ≥75% of Board and committee meetings .
Director Compensation (Structure and 2024 Paid)
| Element | Standard Amount | Notes |
|---|---|---|
| Annual base retainer | 150,000 | Directors may elect stock or cash under Directors Stock Compensation Plan (Non-Employees typically elect stock; employees do not receive stock awards) |
| Committee membership fee | 10,000 per committee | Paid for each standing committee service |
| Audit Chair premium | 12,500 | Additional retainer for Audit Chair |
| Meeting fees | 1,000 per meeting | Board and committee meetings |
Matthew’s 2024 director compensation: $184,000 cash fees plus $500 matching gifts; no director stock awards (employee-director) .
Other Directorships & Interlocks
- Banking network: Director of NCB; governance linkages with Union Bank/F&M ecosystem where family interests are significant; disclosed related-party transactions with Union Bank, F&M, and others .
- Hudl: Company and Michael S. Dunlap family (including Matthew) collectively own ~25% (post Dec 2024 transaction); service and facilities relationships exist (cafeteria/services; TDP real estate), with Union Bank in Hudl’s syndicated facilities .
- Unico Group: Insurance services to TDP; children of Michael and Angela (including Matthew) own ~4% .
Compensation Structure Analysis
- Cash vs. equity mix: Matthew’s 2024 compensation was predominantly cash (salary $300k, bonus $500k, director fees $184k); no option awards (Company does not grant stock options) .
- At-risk pay: Annual incentive tied to broad performance metrics under the executive incentive plan; no individual targets disclosed; bonus $500k reflects Committee evaluation of 2024 achievements and challenges (e.g., NBS segment strength, DOE contract execution; lower per-share book value growth) .
- Governance safeguards: Clawback in place; prohibition on hedging/short sales; limits on pledging and mandatory 10b5-1 plan usage for officers .
- Consultant oversight: Towers Watson benchmarking in 2022 found executive pay conservative vs. general industry, financial services, and high-tech references .
- Change-in-control/severance: Company discloses no individual arrangements for Named Executive Officers; equity acceleration limited to death/disability/retirement provisions .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approval: 99.7% of votes cast supported executive compensation; company continues annual say-on-pay cadence .
Risk Indicators & Red Flags
- Control risk: Michael S. Dunlap’s 80.6% combined voting power centralizes governance control; related-party transactions are pervasive and not generally competitively bid; Company acknowledges potential risks to minority shareholders from terms potentially less favorable than third-party alternatives .
- Related-party web: Extensive relationships with Union Bank/F&M, Hudl, and trust structures; oversight via Nominating & Corporate Governance Committee, but Committee membership itself ultimately influenced by controlling shareholder .
- Hedging/pledging: Policies restrict; no pledging disclosures specific to Matthew; compliance required .
- Legal/SEC: No executive-specific proceedings disclosed for Matthew; Section 16 filings broadly timely (one late Form 4 by Tewes noted) .
Equity Ownership & Voting Influence (Detail)
| Class A Shares | Class B Shares | Total | % of Class A | % of Class B | % Combined Voting Power |
|---|---|---|---|---|---|
| 13,433 | 155,012 | 168,445 | * | 1.5% | 1.2% |
*Less than 1% of Class A, per table note .
Employment Terms Summary (Company Policies Applicable to Executives)
| Policy | Key Terms |
|---|---|
| Clawback | Restatement/misconduct recovery; 2024 analysis required no recovery |
| Trading | Officers must use 10b5-1 plans; designed to reduce optics/insider risk |
| Severance/CIC | No individual arrangements; equity acceleration limited to death/disability/retirement (age 65) |
| Options | None; company emphasizes restricted stock over options |
| Perquisites | Limited; aircraft personal use valuation methodology disclosed (not executive-specific to Matthew) |
Investment Implications
- Alignment: Matthew holds a meaningful Class B stake (155k shares), conferring outsized voting influence versus Class A, and is subject to strict trading controls (10b5-1, anti-hedging/pledging), which supports long-term alignment and limits opportunistic selling; no options or time-based director stock awards reduce near-term selling pressure .
- Pay-for-performance: Bonus of $500k reflects Committee’s qualitative assessment of 2024 outcomes (NBS strength, DOE contract, diversification), but lack of disclosed individual targets/weightings reduces transparency for predictive modeling of future payouts .
- Retention: No employment/severance/CIC contracts and family governance ties can cut both ways—on one hand, strong embeddedness; on the other, compensation not guaranteed by contract; change-in-control economics do not present windfalls that could distort incentives .
- Governance risk premium: Concentrated control (80.6% voting power) and frequent related-party transactions imply a structural governance overhang for minority shareholders; analysts should monitor committee oversight quality and transaction terms versus arms-length benchmarks .
- Board dual-role: Employee-director status (non-independent) and familial relationship with the Executive Chairman create independence optics; presence of a Lead Independent Director and independent committees partially mitigates, but control risk remains a factor in valuation discount frameworks .