Sector: Financials
NEWTEKONE INC · Meeting: June 12, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Directors to Serve Until the 2029 Annual Meeting
Salute has served since 2015 and brings deep audit and financial expertise (39+ years, CPA, former Arthur Andersen partner) that is directly relevant to his role as Audit Committee Chair; the 3-year TSR gap versus QABA is -46.2pp, which does not meet the 65pp threshold required to trigger an AGAINST vote for a company with strong positive absolute 3-year TSR, attendance is confirmed at 75%+, and no overboarding or other policy flags are present.
Brunet joined the board in 2024, placing him within the 24-month new-director exemption window and making him automatically exempt from the TSR trigger; his 50+ years of technology and financial services experience is clearly relevant to NewtekOne's business, and no overboarding, attendance, or independence concerns are present.
Both nominees pass all policy screens: the TSR underperformance gap versus QABA (-46.2pp) does not reach the 65pp threshold applicable to companies with strong positive absolute 3-year returns, Brunet is exempt as a director appointed within the past 24 months, both directors attended at least 75% of meetings, neither is overboarded, and both have clearly relevant experience for this financial services company.
CEO
Barry Sloane
Total Comp
$1,000,000
Prior Support
87%%
CEO Barry Sloane received $1,000,000 in total compensation for 2025, consisting entirely of base salary with no bonus and no equity award, which is a modest and straightforward pay package for the CEO of a $367M market-cap financial holding company. The prior say-on-pay vote received approximately 87% support, well above the 70% threshold, signaling that shareholders are broadly comfortable with the compensation program. The primary concern is pay mix — because the CEO received only fixed salary in 2025 with no variable or performance-linked pay, there is no incentive alignment component for this year; however, the overall compensation level is conservative and well within reasonable benchmarks for this role and company size, and the company does have a clawback policy in place, so the vote is FOR on balance.
Auditor
RSM US LLP
Tenure
N/A
Audit Fees
$2,394,000
Non-Audit Fees
$425,000
The non-audit fees (audit-related fees of $247K + tax fees of $73K + all other fees of $105K = $425K) represent approximately 17.8% of core audit fees ($2,394K), well below the 50% threshold that would raise independence concerns; RSM's tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire; no material restatements are mentioned; and RSM is a large national firm appropriate for NewtekOne's size and complexity.
Meeting held June 12, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Craig "CJ" Brunet | 96.9% | 16.5M | 525,283 | ✓ Elected |
| Richard Salute | 82.1% | 14.0M | 3.0M | ✓ Elected |
Say on Pay
For 15.0M · Against 1.8M · Abstain 215,407
Auditor Ratification
For 21.6M · Against 1.6M · Abstain 78,990
The 2026 NewtekOne annual meeting presents three standard proposals: a director election where both nominees pass all policy screens including the QABA-benchmarked TSR test, an auditor ratification where RSM's non-audit fee ratio is well within acceptable limits, and a say-on-pay vote where the CEO's $1M all-salary package is conservative in level but lacks variable pay, resulting in a cautious FOR vote supported by 87% prior-year shareholder approval. No stockholder proposals appear on this ballot.
