Preeta Bansal
NELNETAbout Preeta D. Bansal
Independent Class I Director at Nelnet, Inc. since November 2018; age 59. Retired senior lawyer, public official, and global business leader; magna cum laude graduate of Harvard Law School and Harvard-Radcliffe College, and former law clerk to U.S. Supreme Court Justice John Paul Stevens. Honors include NOW’s “Woman of Power and Influence Award” (2006) and National Law Journal’s “50 Most Influential Minority Lawyers in America” (2008); Henry Crown Fellow at Aspen Institute and life member of the Council on Foreign Relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of Management and Budget (Executive Office of the President) | General Counsel and Senior Policy Advisor | 2009–2011 | Oversaw regulatory and policy across federal departments |
| HSBC Holdings plc | Global General Counsel – Litigation & Regulatory Affairs | 2012–2013 | Global regulatory risk and litigation leadership |
| Skadden, Arps, Slate, Meagher & Flom LLP | Partner; Practice Chair | 2003–2009 | Corporate/public law, finance, regulation |
| State of New York | Solicitor General | 1999–2001 | Appellate oversight; state legal strategy |
| U.S. Commission on International Religious Freedom | Commissioner; Chair | 2003–2009; Chair 2004–2005 | Policy leadership, governance oversight |
| University of Nebraska College of Law | Visiting Professor | 2001–2003 | Legal education |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LightEn Network | Senior Advisor to the CEO and Global Managing Director | 2024–present | Advisory leadership |
| Massachusetts Institute of Technology | Lecturer, Senior Advisor, Visiting Scholar | 2014–2019 | Academic and policy engagement |
| Self-employed | Advisor, investor, lecturer, consultant | 2016–present | Independent advisory |
Board Governance
- Independence: Board determined all directors except Michael S. Dunlap and Matthew W. Dunlap are independent; Bansal is independent .
- Committees (2024): Audit (6 meetings), People Development & Compensation (4), Compliance (4). She is a member of all three and signed both the Audit Committee and Compensation Committee reports; not a chair .
- Board structure: Executive Chairman (Michael S. Dunlap) and CEO roles separated; Thomas E. Henning serves as Lead Independent Director .
- Risk oversight: Board and committees oversee enterprise risk including cybersecurity; Compliance Committee oversees consumer protection compliance .
- Attendance: Full Board held five meetings; all directors attended at least 75% of Board/committee meetings; all directors attended prior year’s annual meeting .
| Committee | Role | 2024 Meetings | Independence Noted |
|---|---|---|---|
| Audit | Member; signatory to Audit Committee Report | 6 | Committee members were independent and designated financial experts |
| People Development & Compensation | Member; signatory to Committee Report | 4 | All members independent; oversees pay, succession, leadership |
| Compliance | Member | 4 | Oversees Compliance Management Program; independent except Matthew Dunlap |
Fixed Compensation
| Component | Policy/Amount | 2024 Amount (Bansal) |
|---|---|---|
| Annual Board retainer | $150,000; payable in cash or stock under Directors Stock Compensation Plan | Elected stock; included in stock awards |
| Committee membership fees | $10,000 per committee per year | Included in stock awards/cash mix |
| Meeting fees | $1,000 per Board/committee meeting attended | $20,000 cash |
| Audit Chair premium | +$12,500 (not applicable to Bansal) | N/A |
| Matching gift program | Company matches charitable contributions up to $25,000/yr | $25,000 matched |
| Director Compensation – Fiscal 2024 | Cash Fees ($) | Stock Awards ($) | Matching Gifts ($) | Total ($) |
|---|---|---|---|---|
| Preeta D. Bansal | 20,000 | 211,856 (stock retainer elected; grant-date FV at $97.81; 85% FMV used to calc shares) | 25,000 | 256,856 |
Notes:
- Stock awards reflect grant-date FV under ASC 718; Directors elect cash or Class A shares; shares calculated using 85% of prior trading day’s closing price (June 14, 2024: $97.81) .
- Hedging/short sales prohibited; directors must trade via Rule 10b5-1 plans; pledge use limited .
Performance Compensation
| Performance-linked elements for Directors | Disclosure |
|---|---|
| Equity or cash tied to quantitative performance metrics | Not applicable; director pay is retainer, committee, and meeting fees; company does not grant stock options to directors |
Other Directorships & Interlocks
| Entity | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Public company boards | Public | None disclosed | — |
| Government/Non-profit roles | Public sector/Non-profit | USCIRF Commissioner/Chair; OMB GC; academic roles | External policy and legal oversight experience |
Expertise & Qualifications
- 30+ years spanning corporate/public law, banking/financial services, regulation, and policy; senior roles at OMB, HSBC, Skadden; state Solicitor General .
- Harvard Law and College magna cum laude; Supreme Court clerkship; national recognitions; Aspen Institute fellow; Council on Foreign Relations member .
- Provides Board with insight on compliance, regulatory, policy issues .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A | % of Total | Notes |
|---|---|---|---|---|---|
| Preeta D. Bansal | 16,733 | — | <1% | <1% | No pledges indicated for Bansal; pledging policy limits and approvals required |
Ownership alignment:
- Director stock ownership guidelines: encouraged to own value equal to 50% of base retainer times years of service; as of Feb 28, 2025, all directors exceeded guidelines .
Governance Assessment
-
Positive signals:
- Independent director with deep regulatory/compliance expertise; sits on Audit, Compensation, and Compliance Committees; signs committee reports, indicating engagement .
- Strong director ownership culture; all directors exceed stock ownership guidelines; Bansal elected equity for retainer, increasing alignment .
- Robust prohibitions on hedging/short sales; mandated 10b5-1 plans; limits on pledging improve alignment and reduce risk .
- Say-on-pay support: 99.7% approval at 2024 annual meeting; Compensation Committee considers shareholder feedback .
-
RED FLAGS / structural risks:
- Controlling shareholder: Executive Chairman Michael S. Dunlap beneficially holds 80.6% of combined voting power; can effectively elect/remove directors and committee members, constraining independence in practice .
- Extensive related-party transactions (Union Bank, F&M, Hudl, trusts), many not competitively bid; company acknowledges conflicts and risk terms may be less favorable than third-party alternatives .
- Family relationships and employment ties (Executive Chairman and son on Board; other family employment/fees) increase perceived governance risk despite committee oversight .
-
Attendance and engagement:
- Board met five times; all directors ≥75% attendance; committee meeting cadence (Audit 6; Compensation 4; Compliance 4) suggests regular engagement; all directors attended prior year’s annual meeting .
-
Committee process quality:
- Compensation Committee is fully independent; periodically uses independent consultants (Towers Watson in 2022) and performs risk assessments; no stock options; clawback policy for executives .
Overall: Bansal’s independence, legal/regulatory expertise, and multi-committee roles strengthen oversight of compliance, audit integrity, and compensation governance. However, Nelnet’s control structure and breadth of related-party dealings pose ongoing governance risks that can limit the practical effectiveness of independent directors, including Bansal, in protecting minority shareholder interests .
Notes on Data Coverage
- Director-specific performance metrics, severance, or change-in-control terms are not disclosed for directors; such provisions apply to executives (clawback, vesting on death/disability/retirement for restricted stock) .
- Section 16(a) compliance: Company indicates timely filings for directors in 2024 (late filing noted for an executive, not Bansal) .