The Board of Directors of Nelnet, Inc. (the “Company”) shall designate annually, based upon the recommendation of the Nominating and Corporate Governance Committee of the Board of Directors, a Compensation Committee comprised of three or more Directors, who may be removed and replaced by the Board of Directors in its discretion. The members of the Compensation Committee shall be (1) “independent” as determined in accordance with the listing standards and other rules and regulations of the New York Stock Exchange (the “NYSE”), (2) “Non-Employee Directors,” as defined in Rule 16b-3 promulgated under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), and (3) “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (the “Code”); and shall comply with all other applicable laws, rules, regulations, and requirements. The Compensation Committee shall report regularly to the Board of Directors.
A Chairman of the Compensation Committee shall be elected annually by the Board of Directors, based upon the recommendation of the Nominating and Corporate Governance Committee.
With approval by the Board of Directors, the Compensation Committee may form and delegate authority to subcommittees when appropriate, provided that each subcommittee shall be composed entirely of Compensation Committee members and have a published committee charter.