Thomas Henning

About Thomas E. Henning

Thomas E. Henning (age 72) has served on Nelnet’s Board since August 2003 and is the independent Lead Director. He is a former President and CEO of Assurity Life Insurance Company and holds the Chartered Financial Analyst designation, bringing deep financial, risk management, and leadership experience. Henning is currently classified as independent by the Board and presides over executive sessions of non-employee directors .

Past Roles

External Roles

Board Governance

• Lead Independent Director: Henning serves as independent Lead Director, co-developing board agendas, overseeing information flow, acting as liaison to independent directors, and chairing executive sessions at most regular board meetings .
• Committee memberships: Audit Committee; Risk and Finance Committee; Executive Committee .
• Independence: The Board determined Henning is independent; only Michael S. Dunlap and Matthew W. Dunlap are not independent (employees) .
• Attendance: The full Board met five times in 2024; all directors attended at least 75% of board and committee meetings, and all attended the prior annual meeting .
• Risk oversight: Risk and Finance Committee (of which Henning is a member) oversees enterprise risk and cybersecurity; Audit Committee ensures financial controls and reporting integrity .

Fixed Compensation

Director compensation structure:

• Annual base retainer $150,000; $10,000 per committee membership; Audit Chair receives additional $12,500; $1,000 per meeting .
• Directors may elect cash or Class A shares; equity grants calculated at 85% of prior-day closing price; may elect to defer shares until board service ends, with dividends deferred in shares .

Performance Compensation

• No director stock options are used; director equity is via the Directors Stock Compensation Plan and not tied to performance metrics. The company does not grant stock options broadly and focuses on restricted stock for associates; no director-specific performance metrics are disclosed .

Other Directorships & Interlocks

Context: Nelnet’s material related-party transactions involve Union Bank and Trust Company/Farmers & Merchants Investment Inc. (controlled by principal shareholders), Hudl, and trusts; these are overseen by the Nominating and Corporate Governance Committee, but controlling shareholder Michael S. Dunlap holds 80.6% combined voting power, enabling effective election/removal of directors, which elevates governance risk despite committee review processes .

Expertise & Qualifications

• Over 30 years as President/CEO of a large insurance company; prior regional bank leadership; CFA charterholder; risk assessment/management experience; leadership and management credentials .
• Audit financial expertise: All Audit Committee members in 2024, including Henning, were deemed “audit committee financial experts” under SEC rules .

Equity Ownership

Additional alignment policies:

• Share Ownership Guidelines: Directors encouraged to own at least 50% of base annual retainer times years of service; as of Feb 28, 2025 all directors exceeded guideline levels .
• Hedging/derivatives prohibited; pledging discouraged and limited (requires approval; ≤25% of total shares for board members/officers); trading via Rule 10b5-1 plans required for officers; similar restrictions apply to directors .

Governance Assessment

• Strengths:

  • Long-tenured independent Lead Director with robust financial and risk credentials; serves on key oversight committees (Audit; Risk & Finance; Executive) and presides over executive sessions—supports board independence and oversight quality .
  • Director equity taken in stock and large deferred share position indicate alignment with long-term shareholders; exceeds ownership guidelines .
  • Audit Committee designation as financial expert strengthens financial reporting oversight .

• Watch items / RED FLAGS:

  • Company control dynamics: Executive Chairman Michael S. Dunlap holds 80.6% combined voting power, effectively controlling Board composition and potentially influencing related-party approvals, which can constrain independent oversight even with Henning’s lead role .
  • Extensive related-party transactions with Union Bank/F&M and affiliates (funding lines, deposits, servicing, investment advisory fees); although reviewed by the Nominating and Corporate Governance Committee, inherent conflicts warrant continued scrutiny of committee processes and independence –.

• Market-facing signals:

  • High Say-on-Pay support (99.7% approval in 2024) suggests investor acceptance of compensation governance, though this pertains to executives rather than directors .

• Attendance/engagement:

  • Meets attendance thresholds and chairs independent director sessions, indicating ongoing engagement .

Overall, Henning’s profile and roles bolster board effectiveness in audit and risk oversight, but structural control by the Executive Chairman and the breadth of related-party dealings at Nelnet remain governance risks that independent leadership must continuously mitigate –.