Barry Sloane
NewtekOneAbout Barry Sloane
Barry Sloane (age 65) is Chairman, Chief Executive Officer, and President of NewtekOne, Inc., roles he has held since 1999 (CEO/Chairman) and 2008 (President); he has also served as Chairman and CEO of Newtek Bank, N.A. since January 2023 and as a director since 1999 (current term expires 2027) . Over 2020–2024, reported annual TSR for NEWT was −1.5% (2020), 55.5% (2021), −50.2% (2022), −11.1% (2023), and −1.5% (2024), with net income of $33,619k (2020), $84,142k (2021), $32,311k (2022), $47,329k (2023), and $50,853k (2024) and basic EPS of $1.59, $3.69, $1.34, $1.89, and $1.97, respectively . The company’s stated key performance measures used in evaluating compensation include growth in profitability and EPS, growth in net assets, cash dividends paid, and growth in loans originated and deposits at Newtek Bank . The CEO role is combined with Chair; the board has not appointed a lead independent director .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bear Stearns; L.F. Rothschild; E.F. Hutton; Paine Webber | Senior mortgage security salesman/trader | 1982–1988 | Built foundational mortgage/securitization sales expertise relevant to later leadership in financial services . |
| Donaldson, Lufkin & Jenrette | Senior Vice President; directed sales of mortgage-backed securities | 1988–1991 | Led MBS sales; deepened capital markets execution experience . |
| Aegis Capital Markets (Aegis Consumer Funding) | Founder & President | 1991–1993 | Founded and built consumer loan origination/securitization business brought public; entrepreneurial track record . |
| Smith Barney | Managing Director; led Commercial & Residential Real Estate Securitization Unit; national sales manager for institutional MBS/ABS | 1993–1995 | Ran securitization unit; broadened leadership and distribution management . |
| NewtekOne, Inc. (founded 1998) | Chairman & CEO (since 1999); President (since 2008) | 1999–present | Company founder/architect; leads holding company and subsidiaries . |
| Newtek Bank, N.A. | Chairman & CEO | 2023–present | Leads regulated banking subsidiary post-conversion to financial holding company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Intelligent Protection Management Corp. (Nasdaq: IPM) | Director | Jan 7, 2025–present | Appointed as Newtek’s designated representative under NTS acquisition agreement; no committee appointment; no director compensation from IPM . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (effective) |
|---|---|---|---|---|
| Base Salary ($) | 700,000 | 700,000 | 700,000 | 1,000,000 (effective Jan 1, 2025; Employment Agreement extended to Mar 31, 2026) |
| Cash Bonus Paid ($) | 1,000,000 (discretionary) | 0 | 0 | n/a |
Performance Compensation
- Annual cash bonus structure (qualitative/discretionary; no preset weights): The Nominating Committee evaluates growth in after-tax net income, revenues (non-bank subs), ROAA, ROE, deposit growth at Newtek Bank, competitive performance, difficulty of next-year goals, and managerial contributions; in 2024, Barry Sloane received no cash bonus .
| Incentive Type | Year/Grant | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Cash Bonus | 2024 | Discretionary: profitability/EPS, net assets, dividends, loan origination & deposit growth | Not specified | Not specified | Committee assessment | $0 | n/a |
| Annual Cash Bonus | 2023 | Discretionary | Not specified | Not specified | Committee assessment | $0 | n/a |
- Equity awards (time-based RSUs; no options granted 2022–2024 for Sloane) .
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Aug 2022 | RSUs | 47,081 | Included in 2022 total stock awards of $2,000,000 (aggregate; per-grant value not separately disclosed) | Vests Aug 15, 2025 (plus accrued dividends) |
| Dec 2022 | RSUs | 61,652 | Included in 2022 total stock awards of $2,000,000 (aggregate; per-grant value not separately disclosed) | Vests Jan 15, 2026 (plus accrued dividends) |
| Oct 2024 | RSUs | 11,532 | 146,000 | Vests Oct 15, 2025 (plus accrued dividends) |
- Clawback: Adopted Nov 16, 2023; effective Dec 1, 2023; compliant with Nasdaq listing; applies to incentive-based comp received by current/former executive officers during the three fiscal years preceding a required accounting restatement (after Oct 2, 2023 effective date) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,364,130 shares; 5.0% of outstanding . |
| Direct vs. Indirect | 1,170,459 shares with sole voting/dispositive power; 193,671 shares with shared power held by The B Sloane Family Foundation (501(c)(3)) . |
| Unvested RSUs (included in beneficial ownership) | 47,081 (vest 8/15/2025); 61,652 (vest 1/15/2026); 11,532 (vest 10/15/2025); each with accrued dividends . |
| Options (exercisable/unexercisable) | None reported in 2022–2024 (no option awards) . |
| Hedging/Pledging | Company policy prohibits hedging or pledging of company securities by directors and executive officers . |
| Ownership Guidelines | Executives encouraged to hold meaningful shares; specific multiples not disclosed . |
Employment Terms
| Term/Provision | Detail |
|---|---|
| Current Agreement | 2024 Employment Agreement (12-month term through Mar 31, 2025) at $700,000; amended Jan 1, 2025 to $1,000,000 base and extended through Mar 31, 2026; other terms unchanged . |
| Bonus/Benefits | Participation in discretionary bonus plan; retirement/medical plans and customary fringe benefits . |
| Severance – Non-Renewal | Cash payment equal to 1.0x (current annual base salary + prior-year cash bonus), if Agreement not renewed for reasons other than just cause . |
| Severance – Termination Without Cause | Cash payment equal to 2.0x (current annual base salary + prior-year cash bonus); all outstanding and unvested equity awards accelerated in full upon termination other than for just cause . |
| Change of Control Economics | Cash payment equal to 2.0x (current annual base salary + prior-year cash bonus) “in the case of a change of control”; equity acceleration for Sloane specifically disclosed for termination other than just cause (CIC equity acceleration not expressly stated for Sloane) . |
| Death/Disability | Compensation/benefits through last day; all outstanding and unvested equity awards accelerated in full . |
| Restrictive Covenants | Executives agree to devote substantially all business time and not engage in business contrary to the Company’s affairs during employment; detailed non-compete/non-solicit terms not disclosed . |
| Clawback | Nasdaq-compliant clawback effective Dec 1, 2023 (3-year lookback after restatement) . |
| Hedging/Pledging | Prohibited by policy . |
Board Governance
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Independence and leadership
- Sloane is not an independent director; combined Chairman & CEO; company has not appointed a lead independent director .
- Independent directors: Brunet, Zink, Salute, Perez-Hickman; executive sessions of independent directors occur after regular meetings and as requested; Salute presides .
-
Committees
- Audit Committee: Salute (Chair; audit committee financial expert), Perez-Hickman, Zink; all independent .
- Compensation, Corporate Governance & Nominating Committee (“Nominating Committee”): Zink (Chair), Brunet, Perez-Hickman, Salute; all independent .
- Risk Committee: includes independent and management directors .
- Technology Steering Committee: all independent (formed Jan 2025) .
-
Meetings and attendance
- 2024 meetings: Board 19; Audit 23; Nominating 5; Risk 4; each incumbent director attended ≥75% of aggregate meetings; all directors attended 2024 annual meeting .
-
Director compensation (non-employee directors)
- As of July 1, 2024: annual cash retainer increased to $140,000; no additional committee fees; RSUs up to $50,000 per year under 2023 Stock Plan; June 2024 awards: $25,000 RSUs to non-employee directors (forfeit restrictions lapse June 15, 2025) .
- 2024 Director Compensation (examples): Zink, Salute, Perez-Hickman — $132,500 cash + $25,000 stock awards each .
Performance & Track Record (Company Outcomes During Sloane’s Ongoing Tenure)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (annual) | −1.5% | 55.5% | −50.2% | −11.1% | −1.5% |
| Peer Group TSR (Russell 2000) | 19.9% | 17.7% | −28.2% | 18.5% | 11.5% |
| Net Income ($ in thousands) | 33,619 | 84,142 | 32,311 | 47,329 | 50,853 |
| Basic EPS ($) | 1.59 | 3.69 | 1.34 | 1.89 | 1.97 |
The company highlights cash dividends, profitability/EPS growth, net asset growth, and bank loan/deposit growth as key factors in assessing executive performance .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay: approximately 94% support; Nominating Committee emphasized continued shareholder engagement and transparency .
Related Party Transactions
- Mr. Sloane’s nephew (Kyle Sloane) was employed by a subsidiary and earned over $125,000 in 2024; the Nominating Committee reviewed this compensation (related party oversight) .
Compensation Committee Analysis
- The Nominating Committee (independent directors) sets executive compensation policy, reviews CEO pay separately, and uses market data; the company does not set fixed targets or individual goals, relying instead on holistic performance against financial and strategic objectives; most historical executive pay has been cash-heavy with equity awards used to align with shareholders .
Equity Vesting & Potential Insider Selling Pressure (Forward View)
- Scheduled vesting could create supply in the market: 47,081 RSUs on Aug 15, 2025; 11,532 RSUs on Oct 15, 2025; 61,652 RSUs on Jan 15, 2026 (each plus accrued dividends) .
- Hedging/pledging is prohibited, reducing misalignment risk from derivatives or collateralized positions .
Dual-Role Implications and Board Independence
- CEO also serves as Chairman; board asserts mitigants (independent committees, executive sessions) but there is no lead independent director—an independence gap to monitor for investors .
Investment Implications
- Alignment: Sloane owns ~5.0% of shares outstanding, including direct ownership and shares held by a family foundation; multiple unvested RSUs vest in 2025–2026, reinforcing equity alignment but creating potential selling pressure around vest dates .
- Pay-for-performance: 2024 pay mix is predominantly fixed (no 2024 cash bonus) with modest time-based RSUs; absence of explicit, weighted performance targets (e.g., TSR, ROE with threshold/target/max) limits direct pay-performance linkage; consider stewardship and long-term track record alongside qualitative performance evaluation .
- Retention/exit economics: Amended agreement lifts base salary to $1.0M and extends through Mar 31, 2026; severance includes 2.0x salary+prior bonus upon termination without cause and a 2.0x payment “in the case of a change of control,” which appears single-trigger—a shareholder-unfriendly construct; equity acceleration is explicit upon termination without cause and on death/disability; monitor for any future changes to CIC equity acceleration provisions .
- Governance risk/mitigants: Combined Chair/CEO without a lead independent director is a governance risk; mitigants include fully independent Audit and Nominating Committees, executive sessions, and a clawback policy; related party oversight is disclosed for a family employee .
- Shareholder sentiment: Say-on-pay support was strong (94% in 2023), suggesting investors were comfortable with compensation practices during the period; continued transparency and potential evolution toward performance-based equity could further strengthen alignment .