Barry Sloane
About Barry Sloane
Barry Sloane (age 66) joined IPM’s Board in January 2025 and is currently classified as a non‑independent director. He is Chairman & CEO of NewtekOne, Inc. (NASDAQ: NEWT) and Chairman & CEO of Newtek Bank, N.A., and was appointed to IPM’s Board as Newtek’s designated board representative under the NTS acquisition agreement as long as Newtek affiliates own ≥10% on an as‑converted, fully diluted basis . At the May 8, 2025 annual meeting, Sloane received 4,996,095 “For” votes, 53,418 “Withheld,” with 650,887 broker non‑votes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NewtekOne, Inc. (NASDAQ: NEWT) | Chairman & CEO; President | CEO/Chair since 1999; President since 2008 | Leads diversified SMB financial/tech platform; experience spans public company leadership and capital markets . |
| Newtek Bank, N.A. | Chairman & CEO | Since Jan 2023 | Bank leadership; operational and regulatory oversight in financial services . |
| Smith Barney, Inc. | Managing Director; led Commercial & Residential Real Estate Securitization; National Sales Manager for institutional MBS/ABS | Sep 1993 – Jul 1995 | Built securitization and distribution capabilities . |
| Aegis Capital Markets / Aegis Consumer Funding | Founder & President | Apr 1991 – Sep 1993 | Founded consumer loan origination & securitization business; later taken public . |
| Donaldson, Lufkin & Jenrette | Senior Vice President (mortgage‑backed securities sales) | Oct 1988 – Mar 1991 | Institutional fixed income distribution . |
| Bear Stearns; L.F. Rothschild; E.F. Hutton; Paine Webber | Senior mortgage security salesman/trader | Aug 1982 – Sep 1988 | Trading/sales roles across major Wall Street firms . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| NewtekOne, Inc. (NEWT) | Chairman & CEO; President | Public | Long‑tenured operator in SMB fintech/services . |
| Newtek Bank, N.A. | Chairman & CEO | Private (subsidiary of NEWT) | Bank affiliate to NEWT . |
Board Governance
- Independence and board structure: IPM’s Board is majority independent, but Sloane is not independent (Board determined Abada, Laifer, Rabsatt, Silberstein independent; Katz, Jenny, Sloane not independent). IPM combines Chair/CEO roles and has no Lead Independent Director .
- Appointment right: Sloane serves as Newtek’s board representative under the NTS acquisition agreement while Newtek affiliates own ≥10% (as‑converted, fully diluted); IPM agreed to solicit proxies for Newtek’s representative comparable to other nominees .
- Committees: 2024 committees did not include Sloane. Audit (Abada–Chair, Laifer, Silberstein), Compensation (Silberstein–Chair, Abada), Nominating & Corporate Governance (Silberstein–Chair, Abada, Laifer), Strategic Transactions (Laifer–Chair, Rabsatt) .
- Attendance baseline: In 2024 the Board held 6 meetings; each then‑serving director attended ≥75% of aggregate Board/committee meetings (Sloane joined in 2025) .
- Shareholder support signals: Sloane elected with 4,996,095 For / 53,418 Withheld / 650,887 broker non‑votes on May 8, 2025 .
Fixed Compensation
| Element | Amount / Terms | Recipient Scope | Notes |
|---|---|---|---|
| Annual cash retainer | $21,000 | Independent directors | 2024 policy, unchanged for 2025 . |
| Committee membership fee | $4,000 | Independent directors on committees | Additional to retainer . |
| Committee chair fees | Audit: $6,000; Comp/NCG/Strategic: $4,000 | Independent director chairs | Additional to membership fee . |
| Barry Sloane (cash fees) | Not disclosed | — | Sloane is not independent; proxy discloses no 2024 director cash to him (joined 2025) . |
Performance Compensation
| Instrument | Grant details | Applicability | Notes |
|---|---|---|---|
| Nonqualified Stock Options – 2024 Director Grants | 8,000 options on Mar 20, 2024 @ $2.78; vested quarterly in 2024 | Abada, Laifer, Silberstein (Cook excluded due to prior grant) | Sloane not a director in 2024 . |
| 2025 Director Grants (Jan 7, 2025) | 15,000 options @ $2.01; vest quarterly in 2025 | Abada, Laifer, Rabsatt, Silberstein | Sloane not listed among recipients . |
| 2025 Director Grants (Mar 27, 2025) | 10,000 options @ $1.83; vest quarterly in 2025 | Abada, Laifer, Rabsatt, Silberstein | Sloane not listed among recipients . |
| 2025 LTIP – Outside director limit | Max $100,000 grant‑date fair value per year; plus one‑time extra $100,000 for newly appointed/elected outside director | Outside directors | Plan adopted 2025; limits help contain director equity inflation . |
No Sloane‑specific equity awards are disclosed for 2024–1Q25; 2025 director grants named did not include him .
Other Directorships & Interlocks
| Counterparty | Relationship/Role | Transaction/Exposure | Key Terms / Timing |
|---|---|---|---|
| NewtekOne, Inc. | Sloane is Chairman & CEO; Newtek is NTS seller and referral partner to IPM | Referral arrangement to offer solutions to NewtekOne’s clients | Announced Mar 24, 2025 . |
| Newtek Bank, N.A. | Sloane is Chairman & CEO; bank affiliate of NEWT | $1.0M secured revolving line of credit to IPM/IPM LLC | Executed Apr 10, 2025; matures Apr 10, 2026; APR = index + 2.00%, floor 6.07%; secured by substantially all assets; $0 drawn as of Apr 18, 2025 . |
| Newtek board representative right | Appointment right under NTS acquisition | IPM uses reasonable best efforts to elect Newtek’s representative and solicit proxies | Applies while Newtek affiliates own ≥10% (as‑converted, fully diluted) . |
Related‑party revenue indicators (post‑close): IPM disclosed related‑party revenue from Newtek affiliates in 2025. Q2: Managed IT includes $1.83M related party; procurement $23k; professional services $56k; Q3: Managed IT $1.91M; procurement $28.6k; professional services $38.7k .
Expertise & Qualifications
- Board skills matrix marks Sloane for Leadership, Finance/Accounting, Insurance, Investor Relations, Investments, HR/Executive Compensation, Risk Management, and Capital Markets expertise .
- IPM’s biography emphasizes his leadership at Newtek and experience spanning cloud infrastructure/cybersecurity and public company topics .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Barry Sloane | — | — | Reported as zero beneficial ownership as of March 24, 2025 . |
| Pledging/Hedging | — | — | IPM policy prohibits hedging and pledging without advance CFO approval . |
Insider Trades
| Date | Form | Transaction | Shares/Price | Notes |
|---|---|---|---|---|
| — | — | — | — | No Form 4 transactions for Sloane are disclosed in the 2025 proxy or referenced filings; his beneficial ownership was zero as of the record date . |
Governance Assessment
-
Strengths
- Deep operating, capital markets and financial services experience; skills matrix breadth suggests value for audit, risk and capital allocation oversight .
- Strong shareholder support on election (4,996,095 For; 53,418 Withheld) indicates initial investor comfort with his appointment and the Newtek strategic relationship .
- Related‑party oversight framework updated in March 2025; audit committee (independent) must review/approve related‑party transactions using arm’s‑length and best‑interest criteria .
-
Risks and potential conflicts
- RED FLAG: Non‑independent status, coupled with formal board‑representative rights for a significant shareholder (Newtek), concentrates influence and may reduce board independence at a time of strategic transition .
- RED FLAG: Active related‑party transactions—$1.0M revolver from Newtek Bank and material related‑party revenues in 2025—require vigilant audit committee monitoring for pricing, terms, and resource allocation conflicts .
- RED FLAG: Board lacks a Lead Independent Director despite combined Chair/CEO roles, elevating the importance of independent committee leadership to counterbalance management influence .
-
Engagement/Shareholder feedback signals
- Say‑on‑Pay passed (4,984,463 For / 54,580 Against / 10,470 Abstentions / 650,887 broker non‑votes); shareholders also supported a triennial Say‑on‑Pay frequency (4,310,735 votes for three years) .
-
Director compensation/ownership alignment
- No personal ownership as of the 2025 record date; no disclosed IPM equity awards to Sloane to date—alignment currently relies on fiduciary duties and Newtek’s strategic/economic exposure rather than Sloane’s direct IPM shareholding .
Notes on Policies and Controls (mitigants)
- Related‑Party Transactions Policy (amended Mar 19, 2025) requires audit committee review of terms versus arm’s‑length benchmarks, ordinary course characterization, and impacts on independence .
- Insider trading/anti‑hedging policy restricts hedging/pledging activities by directors without CFO approval; Company intends to recover erroneously awarded incentive compensation under its clawback policy .
Overall: Sloane brings credible sector and financial expertise but presents concentrated interlock risk through Newtek. The combination of board‑representative rights, the Newtek Bank facility, and related‑party revenue heightens the need for robust independent committee oversight, transparent benchmarking, and periodic third‑party reviews of transaction terms to preserve investor confidence .