Gregory Zink

About Gregory Zink

Gregory Zink, age 68, is an independent director of NewtekOne, Inc. since 2017 (Class II) and has been nominated for re‑election with a term expiring in 2028; he also serves on the board of Newtek Bank . He is a Partner at Newport LLC (since 2021), previously principal/managing partner at Lowell Group, LLC (1988–2021), and CEO/CFO/Director of NGJ Brand Solutions in Japan (1988–2019); he was formerly an Executive Vice President at Newtek (2000–2005), worked at Touche Ross/Deloitte Consulting, is a graduate of GE’s Financial Management Program, and holds an MBA from Wharton . The Board has determined he is independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles:
  • Audit Committee member; committee is entirely independent and “financially literate” under Nasdaq/SEC rules; chaired by Richard Salute .
  • Compensation, Corporate Governance and Nominating Committee member; serves as Chair .
  • Technology Steering Committee member; joint Company/Newtek Bank committee chaired by Craig Brunet .
• Independence status: The Board determined Zink qualifies as “independent” under Nasdaq/SEC rules .
• Attendance/engagement: In 2024, the Board held 19 meetings; Audit 23; Nominating 5; Risk 4. Each incumbent director attended at least 75% of the aggregate meetings of the Board and their committees; all directors attended the 2024 Annual Meeting of Shareholders .
• Executive sessions: Independent directors meet in executive session at the conclusion of regularly scheduled meetings; Salute presides; no lead independent director is appointed .
• Tenure: Class II Director since 2017; term expiring in 2025 with nomination to 2028 .

Fixed Compensation

Performance Compensation

• Equity awards to directors are time‑based RSAs under the 2023 Stock Incentive Plan; no performance‑metric vesting for director grants is disclosed .
• Hedging/pledging/short sales/derivative trading in company securities are prohibited for directors under the Insider Trading Policy .

Other Directorships & Interlocks

• Nominating Committee interlocks: All members are independent; none had relationships requiring Item 404 disclosure; Zink previously employed by Newtek as EVP (2000–2005) but is independent today .

Expertise & Qualifications

• Finance, governance, risk and technology experience; Board skills matrix indicates finance, leadership, technology, governance, risk, and financial services experience across directors; Zink is part of the independent cohort meeting these areas .
• Background includes management consulting (Lowell Group; Deloitte/Touche Ross), operating leadership (NGJ Brand Solutions), and strategic advisory (Newport LLC); Wharton MBA and GE Finance program credential .

Equity Ownership

• Vested vs unvested: Proxy discloses director RSAs and vest dates; individual director unvested count beyond grant amounts is not fully itemized, but the two RSA tranches vest on June 15, 2025 and July 15, 2025, respectively .
• Pledging/hedging: Prohibited for covered persons (directors and officers) .

Governance Assessment

• Board effectiveness and roles: Zink’s dual committee leadership (Chair of Nominating; member of Audit; member of Technology Steering) positions him at the center of director compensation/governance policy, financial oversight, and technology/cybersecurity risk governance—a positive for oversight depth .

• Independence and prior employment: Board affirms his independence; prior employment (EVP 2000–2005) is disclosed and does not preclude independence—monitoring for related‑party matters is performed by the Nominating Committee .

• Attendance and engagement: Meets at least 75% attendance threshold; Board and committees were highly active in 2024 (Board 19; Audit 23; Nominating 5; Risk 4); all directors attended the 2024 annual meeting—solid participation .

• Compensation alignment: Director pay is largely fixed cash with modest time‑based equity ($25k in 2024) and no perquisites or meeting/chair fees, signaling cost control and alignment without excessive guarantees. Cash retainer was increased mid‑2024 from $125k to $140k, consistent with market adjustments; no director performance metrics are tied to equity vesting .

• Risk indicators and policies: Company prohibits hedging/pledging and adopted an executive clawback policy; while clawback applies to executive incentive pay, overall governance environment is strengthened. 2024 say‑on‑pay received ~96% support, reflecting shareholder confidence in compensation oversight .

• Related party exposure: Family employment relationships for CEO and CAO are disclosed and reviewed by the Nominating Committee; no Zink‑specific related party transactions disclosed—low conflict signal for Zink .

• RED FLAGS

  • No lead independent director, though executive sessions are held with Salute presiding—monitor Board independence dynamics given combined CEO/Chair structure .
  • Prior employment at the company (2000–2005) requires continued vigilance on independence and related‑party approvals, albeit Board has affirmed independence and uses formal review procedures .

• Positive signals

  • Chair role on Nominating and membership on Audit/Technology committees indicate active stewardship of governance, compensation, financial reporting, and technology risk .
  • Ownership alignment via RSAs and hedging/pledging prohibitions; beneficial ownership exceeds $100k dollar range .