Richard Salute
NewtekOneAbout Richard Salute
Richard Salute (age 79) is an independent Class III director of NewtekOne, Inc. since 2015, with his current term expiring in 2026; he also serves as a director of Newtek Bank . A career CPA, he is Chair of NewtekOne’s Audit Committee and designated the Audit Committee Financial Expert, presides over executive sessions of independent directors, and is a member of the Compensation, Corporate Governance & Nominating Committee, Risk Committee, and Technology Steering Committee . His background includes Capital Markets and SEC Practice Director at J.H. Cohn/CohnReznick (2004–2014), 29 years at Arthur Andersen (1972–2001), and CFO of PAVmed Inc. (2014–2015); he is a graduate of Adelphi University and a member of AICPA and NYSSCPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen | Managed complex audits; launched Enterprise Group (NY), Technology Practice (NY), and Bankruptcy & Corporate Recovery (nationwide) | 1972–2001 | Led large audit engagements; strategic planning, corporate finance/M&A consulting |
| J.H. Cohn / CohnReznick LLP | Capital Markets & SEC Practice Director | 2004–2014 | Led SEC-facing practice; capital markets oversight |
| PAVmed Inc. | Chief Financial Officer | Jun 2014–Sep 2015 | Executive finance leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Near Intelligence, Inc. | Director | Sep 2023–Mar 27, 2024 | Audit Committee member |
| Walker Innovation Inc. | Director | 2015–2018 | Not disclosed |
| Newtek Bank, N.A. (subsidiary) | Director | Current (as disclosed) | Board-level oversight; bank governance |
Board Governance
- Committee assignments and chairs:
- Audit Committee: Chair; members Salute, Perez-Hickman, Zink; Salute is the Audit Committee Financial Expert .
- Nominating (Compensation, Corporate Governance & Nominating) Committee: Member; Chair is Zink; members Salute, Brunet, Perez-Hickman, Zink .
- Risk Committee: Member; Chair is Perez-Hickman; members include Salute, Sloane, Downs .
- Technology Steering Committee: Member; Chair is Brunet; members include Salute, Zink, Brunet and a Newtek Bank director .
- Independence and leadership: Board determined Salute is independent under Nasdaq and SEC rules; he presides over executive sessions of independent directors .
- Attendance: In 2024, the Board met 19 times; Audit 23; Nominating 5; Risk 4. Each incumbent director attended at least 75% of applicable meetings, and all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Company has not appointed a lead independent director; executive sessions of independents are led by Salute .
Fixed Compensation
| Category | 2024 Amount | Notes |
|---|---|---|
| Annual cash fees (retainer) | $132,500 | Individual 2024 cash paid to Salute per Director Summary Compensation Table |
| Equity awards (grant-date fair value) | $25,000 | Restricted Stock Award (RSA) value at grant in 2024 |
| Options | — | No option awards to directors |
| Perquisites/Other | — | Directors do not receive perquisites |
| Total | $157,000 | Sum of cash and stock awards |
Compensation structure for non-employee directors (effective July 1, 2024): annual cash compensation increased from $125,000 to $140,000; no additional fees for committee membership or chair; equity awards capped at $50,000 per year under the 2023 Stock Plan; June 2024 award was $25,000 in RSAs with forfeiture restrictions lapsing June 15, 2025 .
Performance Compensation
| Equity Instrument | Grant Date | Shares | Vesting/Forfeiture Lapse | Grant-Date Fair Value |
|---|---|---|---|---|
| Restricted Stock Award (RSA) | Jun 2024 | 1,932 | Lapse on Jun 15, 2025 (plus accrued dividends) | $25,000 |
| Restricted Stock Award (RSA) | Jun 2022 | 667 | Lapse on Jul 15, 2025 (plus accrued dividends) | Not separately disclosed (prior period) |
- No performance-conditioned equity or options; director grants are time-based RSAs under the 2023 Stock Plan .
Other Directorships & Interlocks
| Entity | Relationship to NEWT | Overlap Risk |
|---|---|---|
| Newtek Bank, N.A. | Subsidiary board directorship | Internal interlock; Board affirms independence under Nasdaq rules |
| Near Intelligence, Inc. | Unrelated public company | Ended Mar 27, 2024; audit committee service disclosed |
| Walker Innovation Inc. | Unrelated public company | Prior (2015–2018); no current overlap |
Expertise & Qualifications
- CPA with more than 39 years in audit, accounting, and tax; extensive SEC/public company experience including IPOs; designated Audit Committee Financial Expert .
- Education and professional affiliations: Adelphi University; AICPA; NYSSCPA .
- Finance, leadership, technology/cyber, governance, risk, and financial services experience highlighted by the Board’s skills matrix (Salute checked for Finance, Leadership, Technology, Governance, Risk, Financial Services) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Richard Salute | 34,222 | <1% | Includes director RSAs; dollar range “Over $100,000” |
| Ownership dollar range | — | — | Over $100,000 based on $10.17 share price on Apr 15, 2025 |
Policy signals:
- Insider Trading Policy prohibits hedging and pledging, short sales, and derivative trading in company securities (alignment positive; pledging RED FLAG addressed via prohibition) .
Unvested director RSAs:
- 667 RSAs (Jun 2022) – lapse Jul 15, 2025; 1,932 RSAs (Jun 2024) – lapse Jun 15, 2025; plus accrued dividends .
Governance Assessment
- Board effectiveness: Salute’s audit leadership (Chair, Financial Expert) and experience in SEC matters and IPOs strengthen oversight of financial reporting, internal controls, and auditor independence (Audit Committee report signed by Salute as Chair) .
- Independence and engagement: Independent status affirmed; presides over executive sessions; at least 75% meeting attendance; broad committee workload indicates high engagement .
- Compensation alignment: Director pay is modest, largely fixed cash retainer plus small time-based RSAs; no chair or meeting fees; no perquisites—reduces incentives for short-termism or attendance “gaming” .
- Shareholder signals: Say-on-pay support ~96% in 2024 suggests investor confidence in overall compensation governance framework (applies to NEOs but indicates governance quality) .
- Related-party exposure: Proxy discloses related-party employment for other insiders (CEO’s nephew; CAO’s sister), but no related-party transactions involving Salute—low conflict risk noted for him .
- Risk oversight: Active role on Risk Committee and Technology Steering Committee supports enterprise risk and cybersecurity oversight, relevant for a financial holding company and bank subsidiary .
Red flags and mitigants:
- RED FLAG: Combined CEO/Chair; no formal lead independent director . Mitigants include independent-majority board, independent committees, and executive sessions presided over by Salute .
- RED FLAG (general governance): Related-party employment disclosures for executives’ relatives; not linked to Salute .
- No evidence of hedging/pledging, option repricing, or tax gross-ups for directors; clawback policy adopted (executive incentive-based compensation) .
Overall: Salute’s long audit/SEC background, role as Audit Chair and presiding independent director, and multi-committee participation contribute positively to board oversight and investor confidence; limited personal conflict indicators and conservative director pay structure further support governance quality .