William Munn
NELNETAbout William Munn
William J. Munn, age 57, serves as Corporate Secretary, Chief Governance Officer, and General Counsel of Nelnet, Inc. He has held senior legal roles at Nelnet since 1998, becoming General Counsel and Chief Governance Officer in September 2006, after prior roles as Legal Counsel (1998–1999), Senior Counsel (2000–2004), and Deputy General Counsel and Chief Governance Officer (2005–2006) . Company performance context: Nelnet’s 2024 net income was $184.0 million and non-GAAP net income excluding derivative market value adjustments was $176.4 million, with TSR since 2019 reaching $194.61 on a $100 initial investment and peer group TSR at $173.90; book value per share growth (with dividends) was 6.4% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nelnet, Inc. | Legal Counsel | Oct 1998 – Dec 1999 | Early in-house counsel supporting corporate legal needs |
| Nelnet, Inc. | Senior Counsel | Jan 2000 – Dec 2004 | Advanced counsel responsibilities across business lines |
| Nelnet, Inc. | Deputy General Counsel & Chief Governance Officer | Jan 2005 – Sep 2006 | Elevated governance oversight and legal leadership |
| Nelnet, Inc. | Corporate Secretary, Chief Governance Officer & General Counsel | Sep 2006 – Present | Executive legal leadership; corporate governance; board/committee process |
Fixed Compensation
| Metric | 2011 | 2012 | 2013 |
|---|---|---|---|
| Base Salary ($) | $231,750 | $238,700 | $245,850 |
| Bonus Paid ($) | $134,376 (paid 2012 for 2011) | $134,402 (paid 2013 for 2012) | $161,277 (paid 2014 for 2013) |
| Stock Awards ($) | $79,650 | — | $100,005 |
| All Other Compensation ($) | $17,308 | $18,986 | $27,031 |
| Total ($) | $463,084 | $392,088 | $534,163 |
Notes:
- “All other compensation” components for 2011–2013 included 401(k) match, life insurance premiums, matching gifts, dividends on restricted stock; no aircraft personal-use amounts were shown for Munn in those years .
Performance Compensation
- Executives are eligible for annual performance-based incentive bonuses under the Executive Officers Incentive Compensation Plan, with a per-participant cap of 150% of base salary. The Committee considers multiple measures (EPS, net income, ROE/ROA, fee revenues diversification, loan assets, customer metrics, cash flow, operating margins/expenses, segment profitability, acquisitions/projects, investment performance, compliance, etc.). The company does not disclose specific quantitative targets/weightings for individuals; awards are based on holistic performance against these measures .
| Award Type | Metric Basis | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (Cash/Stock election) | Plan measures (EPS, net income, ROE/ROA, diversification, customer metrics, cash flow, margins/expenses, segment results, etc.) | Not disclosed | Not disclosed | 2013 Bonus: $161,277 (paid 2014) | If paid in stock: fully vested shares under Restricted Stock Plan; transfer restricted periods per plan |
Restricted Stock Awards (vesting schedules):
| Grant Date | Shares Granted | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| May 26, 2011 | 2,500 | $21.24/share basis; $79,650 total (from Summary Compensation Table) | 625 shares vest each March 10 from 2014–2017 |
| Mar 8, 2013 | 2,950 | $33.90/share basis; $100,005 total | 590 shares vest each March 10 from 2014–2018 |
| Vested in 2013 | 625 shares | $21,400 value realized (market price on vesting dates) | Vested Mar 10, 2013 (and other 2013 vest dates per plan) |
Program design and policies:
- The company does not grant stock options; equity incentives are restricted stock awards under the Restricted Stock Plan .
- Officers may elect to receive annual incentive bonuses partly or wholly in stock; shares issued are fully vested (subject to transfer restrictions for certain years) .
Equity Ownership & Alignment
| Metric | As of |
|---|---|
| Total Beneficial Ownership | 20,804 Class A shares (less than 1% of outstanding) as of Feb 28, 2014 |
| Vested vs. Unvested | Unvested schedules reflected in 2011/2013 grants above; subsequent vesting through 2018 per schedules |
| Options Outstanding | None; company does not grant options to executives |
| Pledging/Hedging | Company policy prohibits hedging and short sales; pledging/margin requires prior approval and is limited to no more than 25% of an officer’s total holdings . No individual pledge disclosures for Munn found in filings. |
| Stock Ownership Guidelines | Board member guidelines apply to directors (50% of annual retainer times years served); no executive-specific ownership guideline disclosed . |
| Trading Plans | Officers must transact only via Rule 10b5-1 plans, reducing ad hoc selling risk perception . |
| ESPP | All associates (including executives) may buy up to $25,000/year of Class A at a 15% discount via payroll deductions . |
Employment Terms
- No employment contracts; no individual change-in-control or severance arrangements for Named Executive Officers, and no such contracts disclosed for other officers. Restricted stock agreements generally accelerate vesting upon death, disability, or retirement after age 65 .
- Clawback: Incentive Compensation Clawback Policy applies to Section 16 officers and designated senior executives; enables recovery of equity, severance, and cash incentive compensation in case of restatements due to misconduct, other misconduct, or material breach of restrictive covenants. 2024 immaterial corrections did not trigger recovery .
- Insider trading: Strict policy governs transactions; officers use Rule 10b5-1 plans; hedging/derivatives prohibited; pledging discouraged and capped with approvals .
Investment Implications
- Alignment: Longstanding tenure and governance role suggest continuity and process discipline; equity received historically via restricted stock (not options) aligns with long-term value creation, and company-level policies (10b5-1 trading, anti-hedging, limited pledging) reduce misaligned trading behavior signals .
- Selling pressure risk: Absence of options and requirement to use trading plans, plus transfer restrictions in certain stock awards, point to controlled liquidity dynamics; lack of current Form 4 data in filings limits recent visibility, but policy framework is conservative .
- Pay-for-performance: Incentive plan breadth allows robust linkage to diversified performance (fee revenues, capital returns, compliance/customer metrics), though absence of disclosed targets/weights reduces external predictability of payouts. The company’s strong say-on-pay support (99.7% in 2024) indicates shareholder endorsement of the compensation philosophy .
- Change-in-control/severance: No individual severance/change-in-control arrangements are a shareholder-friendly posture; equity acceleration is limited to death/disability/retirement provisions .
- Governance: As Corporate Secretary and Chief Governance Officer, Munn’s role directly supports board processes and regulatory compliance, with multiple board committees actively overseeing risk, compliance, and compensation; compensation consultant review in 2022 found executive pay conservative versus market perspectives, which may moderate inflationary pay risk .