Peter Downs
NewtekOneAbout Peter Downs
Peter Downs, age 60, is President of Newtek Bank (effective April 22, 2025), a Class I Director of NewtekOne, Inc. since 2014, and previously Chief Lending Officer of NewtekOne and Newtek Bank from January 2023 to April 21, 2025 . He has led lending policy, SBA 7(a) originations, and portfolio development since joining the company in 2003, with prior senior SBA lending roles at European American Bank and Citibank . Company performance context: 2024 TSR was -1.5%, net income was $50,853 thousand, and basic EPS was $1.97; 2023 TSR was -11.1%, net income was $47,329 thousand, and basic EPS was $1.89 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Newtek Small Business Finance, LLC (NSBF) | President; NSBF Board Member | 2003–present | Led SBA 7(a) lending policies, originations, and portfolio development, underpinning Newtek’s core small business lending platform . |
| NewtekOne, Inc. / Newtek Bank | Chief Lending Officer | Jan 2023–Apr 21, 2025 | Directed lending across bank and non-bank entities; bridged underwriting and sales to growth and credit quality objectives . |
| Newtek Bank, N.A. | Director | Jan 2023–present | Bank board service supporting oversight and strategy in a regulated banking environment . |
| European American Bank (EAB) | New Business Development Officer (Small Business Lending); Group Manager (Retail Small Business Lending) | 1990–2001 | Managed underwriting and servicing of small business loan portfolio; scaled lending operations before EAB’s acquisition . |
| Citibank (post-EAB acquisition) | National Director of SBA Lending | Early 2000s (dates not separately disclosed) | Coordinated SBA underwriting and sales efforts nationwide across Citibank markets . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Government Guaranteed Lenders (NAGGL) | Member, Regional Technical Issues Committee | Not disclosed | Contributed technical input to SBA lending industry standards and practices . |
| Various non-profit small business advisory boards | Board/advisory roles | Not disclosed | Provided advisory support to small business ecosystems, reinforcing sector expertise and network . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $625,000 | $700,000 |
| Cash Bonus ($) | $250,000 | $250,000 | $0 |
| Stock Awards (Grant-Date Fair Value, $) | $375,000 | $0 | $255,000 |
| Total Compensation ($) | $1,175,000 | $875,000 | $955,000 |
Additional: New bank employment agreement effective April 22, 2025 sets base salary at $750,000 through March 31, 2026 .
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | Aug 2022 | 17,655 | $375,000 | Aug 15, 2025 |
| RSU | Jul 1, 2024 | 9,944 | $124,000 | Jul 15, 2025 |
| RSU | Oct 4, 2024 | 10,297 | $131,000 | Oct 15, 2025 |
| Stock Options | — | — | — | No options outstanding |
Compensation metrics and mechanics:
- Annual cash bonuses and RSUs are discretionary; the company does not set individual goals or specific financial reporting measures for NEOs, focusing instead on overall profitable growth .
- Factors considered include growth in after-tax net income and revenues in non-bank subsidiaries, ROAA, ROE, deposit growth at Newtek Bank, EPS, and competitive performance; mix/weighting varies by role and segment, with no pre-established allocation targets .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 93,185 shares; less than 1% of outstanding . |
| Unvested RSUs at 12/31/2024 | 43,139 shares; market value $550,885 (at $12.77 close) . |
| Upcoming Vesting Windows | Jul 15, 2025 (9,944+ dividends); Oct 15, 2025 (10,297+ dividends); Aug 15, 2025 (17,655+ dividends) . |
| Hedging/Pledging | Prohibited for directors and executive officers under Insider Trading Policy . |
| Ownership Guidelines | Not disclosed; directors’ dollar range: “Over $100,000” for Downs (based on $10.17 close on Apr 15, 2025) . |
Notes:
- No outstanding stock options across NEOs as of year-end 2024, eliminating option-related overhang or repricing risk .
- Upcoming RSU vesting dates represent potential supply events; actual disposition depends on individual trading and company policies .
Employment Terms
| Term | Key Provision |
|---|---|
| 2024 Employment Agreement (Company) | Twelve-month term through Mar 31, 2025; base salary $700,000; eligibility for discretionary bonus and equity; standard benefits . |
| 2025 Employment Agreement (Newtek Bank) | President; term through Mar 31, 2026; base salary $750,000 . |
| Severance – Termination without Cause | 1.0x current annual base salary plus prior-year cash bonus; installment over 12 months . |
| Severance – Non-Renewal | 0.5x current annual base salary plus prior-year cash bonus; installment over 6 months . |
| Change-in-Control Agreement | 1.15x current annual base salary plus prior-year cash bonus . |
| Equity Acceleration | Full acceleration upon termination without cause, non-renewal, or change-in-control . |
| Non-Compete / Outside Roles | Executives devote substantially full business time; may serve on boards/roles that do not present conflicts; passive/minority investments permitted . |
| Clawback | Nasdaq-compliant clawback policy effective Dec 1, 2023 covers incentive compensation for 3 fiscal years preceding any restatement . |
Illustrative post-termination amounts (as of 12/31/2024):
- Change in control: $805,000; Non-renewal: $350,000; Termination without cause: $700,000 .
Board Governance
- Board Service: Class I Director since 2014; term expires 2027 .
- Committee Roles: Member, Risk Committee (employee director); Risk Committee chaired by Perez-Hickman .
- Independence: Not independent under Nasdaq rules .
- Attendance: Board held 19 meetings in 2024; each incumbent director attended ≥75% of meetings and relevant committees; all directors attended 2024 Annual Meeting .
- Leadership Structure: Chairman and CEO roles combined (Barry Sloane); no Lead Independent Director; majority of board independent (4 of 7); executive sessions of independent directors held regularly, presided by Salute .
- Director Compensation: Non-employee directors receive $140,000 cash retainer and RSUs (up to $50,000 annually); employee directors (including Downs) are not covered by non-employee director fee plan .
Investment Implications
- Alignment and Overhang: Downs’ equity is predominantly RSUs with near-term vesting in July, August, and October 2025, creating identifiable supply windows; hedging/pledging prohibitions and full-acceleration on certain terminations increase alignment but raise event-driven supply risk around separation or change-in-control .
- Pay-for-Performance Structure: Incentives are discretionary without disclosed weights or targets; metrics emphasize ROAA/ROE, deposit growth, EPS, and profitability, which supports multi-dimensional performance evaluation but limits external predictability of payouts .
- Retention Economics: Severance mechanics (1.0x termination without cause; 1.15x CIC; non-renewal 0.5x) and full RSU acceleration on qualifying events provide retention but also raise potential payout obligations; current base step-up to $750,000 at Newtek Bank reflects increased role scope .
- Governance Profile: Executive director status and combined CEO/Chair structure warrant monitoring of independence safeguards; however, independent majority, committee structures, and executive sessions partially mitigate dual-role risks; say-on-pay support was ~96% in 2024, indicating shareholder endorsement of compensation design .
- Performance Backdrop: Company-level TSR and earnings trends in 2023–2024 contextualize incentive decisions and lending strategy execution under Downs’ purview in SBA-focused operations; continued focus on deposit growth and risk oversight through the Risk Committee is central to value creation .