Natasha Clayton
About Natasha Clayton
Natasha L. Clayton, age 42, is Chief Operating Officer and Executive Vice President of FinWise Bank (a wholly owned subsidiary of FinWise Bancorp) since October 29, 2024, after serving as Interim COO and Senior Vice President in 2024; she previously served as VP of Operations (Jul 2023–Jan 2024) and VP, Director of Change Management (May 2022–Jul 2023) . Prior to FinWise, she held roles at EnerBank USA and Regions Bank, including Vice President, Organizational Change Manager (2018–2022) . The company’s incentive structures emphasize pre-tax net income and ROAA for performance pay and equity vesting, with clawback and insider trading policies in place; however, hedging/derivative transactions on unvested stock are discouraged but not prohibited, introducing potential alignment risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FinWise Bank | Interim COO & SVP | Jan 2024–Oct 2024 | Interim leadership preceding permanent COO appointment |
| FinWise Bank | VP of Operations | Jul 2023–Jan 2024 | Operational leadership prior to interim COO role |
| FinWise Bank | VP, Director of Change Management | May 2022–Jul 2023 | Led organizational change management initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EnerBank USA / Regions Bank | Vice President, Organizational Change Manager | Jan 2018–May 2022 | Organizational change management at predecessor and successor banks |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $320,000 | Annual base as COO & EVP, set at appointment on Oct 29, 2024 |
| Cash Bonus Eligibility | Eligible | Participation in company cash bonus programs as established by Board/Comp Committee |
| Equity Incentive Eligibility | Eligible | Participation in equity incentive programs as established by Board/Comp Committee |
| Target Bonus % | Not disclosed | No Clayton-specific target % in filings |
| Actual Bonus Paid | Not disclosed | No Clayton-specific payout disclosed |
Performance Compensation
Cash Bonus Plan Design (Company Executives)
| Plan Year | Metric | Weighting | Threshold | Target | Maximum / Payout Range | Risk Adjustment |
|---|---|---|---|---|---|---|
| 2023 | Pre-tax net income (company) | Not disclosed | 60% of target → 60% payout | Target → target payout | Above target up to maximum based on aggregate bonus pool | Committee may reduce plan outcomes up to 25% to align risk/shareholder interests |
| 2022 | Pre-tax net income (company) | 75% | 80% of target → 50% payout | Target → 100% payout | ≥120% of target → 175% payout | Committee may reduce up to 25%; linear interpolation applies |
| 2022 | Department goals | 25% | Not disclosed | Not disclosed | Not disclosed | Committee discretion |
Long-Term Incentive Plan (LTIP) Design (2023)
| Instrument | Award Mix | Vesting | Vesting Trigger | Notes |
|---|---|---|---|---|
| Restricted Stock | 80% of LTIP value | Ratable over 3 years | Specified levels of Company ROAA | LTIP intended to align executives with company value creation |
| Stock Options | 20% of LTIP value | Ratable over 3 years | Specified levels of Company ROAA | Granted under 2019 Plan or other equity plan |
Timing and grants to Clayton under LTIP are not disclosed. Company policy indicates no stock options were granted to named executive officers during 2024; this may not cover all executive officers .
Equity Ownership & Alignment
- Individual beneficial ownership for Natasha L. Clayton is not presented in the 2025 or 2024 beneficial ownership tables, which list directors and named executive officers and the group total; as COO she is an executive officer but not necessarily a named executive officer, and no individual line item appears for her .
- Hedging/derivative transactions involving unvested company stock are discouraged, but there is no prohibition policy; pledging of unvested stock is discouraged, implying potential alignment risk if derivative activity occurs outside these discouragements .
- Compensation Recoupment (Clawback) Policy adopted Nov 28, 2023 under Nasdaq listing standards applies to excess incentive-based compensation for the prior three fiscal years upon required accounting restatements .
- Change-in-control treatment for awards under company equity plans allows assumption/replacement or potential acceleration at the Compensation Committee’s discretion, depending on the plan and transaction structure (2019 Plan; similar construct in 2016 Plan) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Named COO & EVP of FinWise Bank on Oct 29, 2024; previously Interim COO & SVP from Jan–Oct 2024 |
| Base Salary | $320,000 annually |
| Bonus & Equity | Eligible to participate in company cash bonus and equity incentive programs |
| Arrangements | No arrangements/understandings with any person other than the Company regarding appointment; no family relationships with directors/executives; no related party transactions under Item 404(a) |
| Clawback | Compensation Recoupment Policy adopted Nov 28, 2023 per Nasdaq rule implementation |
| Insider Trading Policy | Prohibits trading while in possession of MNPI; policy outlined in annual report exhibit; timing of equity grants avoids MNPI considerations |
| Hedging/Pledging | Board discourages derivative/speculative transactions with unvested stock, including hedging/margin/pledging; no outright prohibition |
| Equity Plans | 2019 Plan and 2016 Plan permit options and restricted stock; CIC treatment determined by Comp Committee, with potential assumption/replacement or vesting acceleration; max shares and availability detailed in proxies |
Investment Implications
- Pay-for-performance alignment: Clayton’s variable pay will be governed by the company’s cash bonus plan and LTIP rules anchored to pre-tax net income and ROAA, which historically incorporated thresholds and pool-based maxima; this ties her upside to profitability and asset efficiency, supporting alignment with shareholders .
- Retention risk: A defined base ($320k) with eligibility for equity/cash incentives and recent elevation to permanent COO suggests retention levers are in place; lack of disclosed individual severance/change-of-control terms reduces guaranteed downside protection, potentially increasing reliance on annual incentives and equity for retention .
- Trading signal considerations: The company adopted clawbacks, has an insider trading policy, and discourages hedging/pledging of unvested stock, but does not prohibit derivative transactions—investors should monitor Form 4 filings and any plan grants to assess near-term selling pressure and equity exposure .
- Equity alignment visibility: Individual share ownership for Clayton is not disclosed in beneficial ownership tables for 2024–2025, limiting transparency into skin-in-the-game; forthcoming proxies or filings could clarify alignment and guideline compliance if any guidelines are formalized .
- Change-in-control economics: Equity plans permit committee-driven treatment (assumption/replacement or acceleration), but absence of an executive-specific agreement for Clayton leaves CIC economics plan-governed rather than contract-guaranteed, generally reducing automatic windfalls but adding discretion risk .