Fernando Perez-Hickman
NewtekOneAbout Fernando Perez-Hickman
Independent director of NewtekOne, Inc. since 2021; age 57. He is a Managing Partner at Azora Capital (Madrid) and its U.S. affiliate Azora Exan (Miami), and previously held senior leadership roles across banking in the U.S. and internationally. He also serves as a director of Newtek Bank, N.A., a subsidiary of NewtekOne. The Board classifies him as an independent director under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Azora Capital / Azora Exan | Managing Partner | Current | Private equity leadership focused on U.S. and European markets; strategic and M&A expertise. |
| IBERIABANK | Vice Chairman; Director of Corporate Strategy; member, Planning Group Committee | 2017–2020 | Responsible for corporate strategy and M&A; supervised Consumer and Retail Banking; reported to CEO. |
| Sabadell United Bank | Executive Chairman of the Board | 2007–2017 | Led board oversight; banking operations leadership. |
| Santander Private Banking International | Managing Director | 2007–2017 | Oversaw international private banking platform. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Newtek Bank, N.A. (subsidiary) | Director | Current | Board role at Company’s bank subsidiary. |
| Other public company boards (past 5 years) | None disclosed | — | Proxy does not list other public company directorships for Perez-Hickman. |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent director (Nasdaq/SEC). |
| Board class/tenure | Class II director; on Board since 2021. |
| Committee assignments (2024/2025) | Audit Committee (member); Compensation, Corporate Governance and Nominating Committee (member); Risk Committee (Chair). |
| Committee independence | Audit and Nominating Committees comprised entirely of independent directors. |
| 2024 meeting load | Board: 19; Audit: 23; Nominating: 5; Risk: 4. |
| Attendance | All incumbent directors attended at least 75% of Board and committee meetings; all directors attended 2024 annual meeting. |
| Executive sessions | Independent directors meet in executive session; presided by Director Richard Salute. |
| Lead Independent Director | None appointed. |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Perez-Hickman) | $132,500 | Reflects retainer change mid-year. |
| 2024/Policy: Annual cash retainer (non-employee directors) | $140,000 (effective 7/1/2024) | No additional fees for committee membership or chair roles; no meeting fees. |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock Award (Director annual grant) | June 2024 | 1,932 | $25,000 | Forfeiture restrictions lapse 6/15/2025 | Awarded pursuant to 2023 Stock Plan; directors capped at $50,000 per year in equity value. |
| Restricted Stock Award (Director grant) | June 2022 | 667 | — | Forfeiture restrictions lapse 7/15/2025 | Prior director equity grant; value not separately disclosed in 2025 proxy. |
| Options | — | — | — | — | Company had no outstanding option awards at 12/31/2024. |
- Structure and metrics: Director equity awards are time-based restricted stock; no performance-based conditions disclosed for director grants. Hedging/pledging of Company securities by directors is prohibited under the Insider Trading Policy.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed. |
| Prior public company directorships (past 5 years) | None disclosed for Perez-Hickman; other directors have separate histories. |
| Interlocks | Compensation/Nominating Committee comprised entirely of independent directors; committee interlocks or Item 404 relationships not identified for members (including Perez-Hickman). |
Expertise & Qualifications
- Financial services operator with senior leadership in U.S., Spain, and international markets; proven M&A and corporate strategy experience spanning retail/consumer banking and private banking.
- Risk management leadership as Chair of the Board Risk Committee overseeing enterprise-wide risk frameworks.
- Governance experience across Audit and Nominating Committees at NewtekOne and as a director of Newtek Bank.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 46,481 (<1% of outstanding) |
| Dollar range of ownership | Over $100,000 (based on $10.17 share price on 4/15/2025) |
| Pledging/hedging | Prohibited for directors under Insider Trading Policy. |
| Ownership guidelines (directors) | Not disclosed in proxy. — |
Governance Assessment
- Positives: Independent director with deep banking/M&A expertise; chairs the Risk Committee and serves on Audit and Nominating, signaling high engagement in oversight of financial reporting, governance, and enterprise risk. Attendance at least 75% along with a heavy 2024 committee meeting cadence supports board effectiveness. No related-person transactions disclosed involving Perez-Hickman. Company prohibits director hedging and pledging. 2024 say-on-pay support was strong at ~96%, indicating positive shareholder sentiment on governance and pay practices.
- Pay alignment: Director pay mix remains predominantly cash (2024: $132.5k cash + $25k RSA), with modest, time-based equity that aligns interests without encouraging excess risk; no committee/chair premiums reduce risk of misaligned incentives.
- Watch items: Board has no Lead Independent Director while Chair/CEO roles are combined; independent executive sessions help mitigate but concentration of authority remains a governance concern for some investors.
- Conflicts: None identified for Perez-Hickman; the proxy details related-party employment ties for other insiders, reviewed by the Nominating Committee.
RED FLAGS: None specific to Perez-Hickman identified in the latest proxy. Structural flag: combined CEO/Chair and absence of a Lead Independent Director.