DEF: NewtekOne, Inc. Announces Annual Meeting of Shareholders, Proxy Statement Details Key Proposals

NewtekOne, Inc. is set to hold its Annual Meeting of Shareholders on June 13, 2025, with key proposals including the election of directors, ratification of independent auditors, and an advisory vote on executive compensation.

Summary

• NewtekOne, Inc. will hold its Annual Meeting of Shareholders on June 13, 2025, in Miami, FL.
• Shareholders of record as of April 24, 2025, are eligible to vote.
• The meeting will address the election of three directors, ratification of RSM US LLP as the independent accounting firm for the fiscal year ending December 31, 2025, and an advisory vote on executive compensation.
• The Board of Directors recommends voting for the election of the director nominees and the ratification of the independent auditors.
• The company's Common Shares outstanding as of the Record Date were approximately 27,289,871, including shares of Preferred Stock on an as-converted basis.
• BlackRock, Inc. is reported to beneficially own 6.6% of the common stock as of April 15, 2025, with 1,793,129 shares.
• The Vanguard Group is reported to beneficially own 5.0% of the common stock as of April 15, 2025, with 1,351,102 shares.
• Barry Sloane, CEO, beneficially owns 5.0% of the common stock as of April 15, 2025, with 1,364,130 shares.
• The annual cash compensation for non-employee directors was increased to $140,000 as of July 1, 2024.
• The median annual total compensation of all employees (excluding the CEO) for fiscal year 2024 was $90,000, while the CEO's annual total compensation was $700,000, making the CEO's compensation approximately 7.8 times that of the median employee.
• The Nominating Committee approved the 2024 compensation for NEOs Peter Downs, Michael A. Schwartz, M. Scott Price, Frank DeMaria and Nicolas Young, as recommended to it by the Chief Executive Officer.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, presenting factual information about the company's governance, executive compensation, and upcoming shareholder meeting. The tone is professional and neutral, with a focus on compliance and shareholder engagement.

Positives

• The Board of Directors is actively engaged in corporate governance, reviewing and updating policies and practices.
• The company has established several committees (Audit, Nominating, Risk, and Technology Steering) to oversee various aspects of the business.
• The Board of Directors is committed to ensuring the company is managed for the long-term benefit of its shareholders.
• The company has adopted a clawback policy for incentive-based compensation in the event of an accounting restatement.
• The company provides a 401(k) savings plan with a company match for employees.
• The company has a Code of Business Conduct and Ethics and an Insider Trading Policy in place.
• The company has written procedures for reviewing and approving related party transactions.
• The company received strong shareholder support (approximately 96% of votes cast) for its advisory vote on say-on-pay at the 2024 Annual Meeting.

Risks

• The document mentions macroeconomic challenges and uncertainties related to the U.S. and global economies, including the impacts to financial markets and macroeconomic environments by higher inflation and higher interest rates.
• The document mentions legal and regulatory compliance as an area of risk.

Future Outlook

The company expects the 2026 annual meeting of shareholders will be held on or about June 15, 2026.

Management Comments

• Barry Sloane, Chairman, Chief Executive Officer and President, stated that your vote and participation in the governance of the Company is very important to us.

Industry Context

The document provides insight into the governance, executive compensation, and shareholder engagement practices of a financial holding company, NewtekOne, Inc., in the context of regulatory requirements and industry best practices.

Comparison to Industry Standards

• The document mentions that the company compares executive compensation to an appropriate market comparison group of companies with a capitalization similar to that of the Company.
• The document mentions that the company must compete for leadership with commercial banks, bank holding companies, financial holding companies, investment banks, and other publicly traded companies, which are generally able to award many different types of stock-based compensation to their officers, employees and directors, (including their non-employee directors).

Management Changes

Corporate Governance

Related Party Transactions

• Mr. Sloanes nephew, Kyle Sloane, is employed by one of the Companys subsidiaries, and earned in excess of $125,000 for the year ended December 31, 2024.
• Mrs. Razon-Feingolds sister, Samantha Razon, is employed by one of the Companys subsidiaries, and earned in excess of $125,000 for the year ended December 31, 2024.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's direction and governance.
• Employees are impacted by the company's compensation policies and benefit plans.
• The company's performance and governance practices can impact its reputation with customers, suppliers, and creditors.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Shareholders on June 13, 2025.
• The Nominating Committee will consider the outcome of the advisory vote on executive compensation when making future decisions.

Key Dates

Keywords

shareholders, directors, compensation, governance, executive, proxy, NewtekOne, meeting, audit, risk