newt-20230501

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________

SCHEDULE 14A

(RULE 14a-101)

Information Required in Proxy Statement

__________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

__________________________


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Filed by the Party other than the Registrant						£

Check the appropriate box:


£						Preliminary Proxy Statement
£						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
S						Definitive Proxy Statement
£						Definitive Additional Materials
£						Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

NEWTEKONE, INC.

(Name of Registrant as Specified in its Charter)

_____________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6 (i)(1) and 0-11

NEWTEKONE, INC.

4800 T-Rex Avenue, Suite 120

Boca Raton, FL 33431

(212) 356-9500

May 12, 2023

Dear Shareholder:

We invite you to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of NewtekOne, Inc. (the “Company”) to be held at 1111 Brickell Avenue, Suite 135, Miami, FL 33131, on June 14, 2023 at 9:00 a.m., local time.

The attached Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted at the Annual Meeting. Also enclosed is a Proxy Card and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

As an integral part of the Annual Meeting, we will report on the operations of the Company. Directors and Officers of the Company and a representative of the Company’s independent accountants will be present to respond to any questions that our shareholders may have. Detailed information concerning our activities and operating performance is contained in our enclosed Annual Report.

YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. On behalf of the Company’s Board of Directors, we urge you to please sign, date and return the enclosed Proxy Card in the enclosed postage-prepaid envelope or vote by telephone or internet as soon as possible even if you currently plan to attend the Annual Meeting in person. This will not prevent you from voting during the meeting, but will assure that your vote is counted if you are unable to attend the Annual Meeting. Your vote and participation in the governance of the Company is very important to us.


						Sincerely yours,
						/s/ Barry Sloane
						Barry Sloane
						Chairman, Chief Executive Officer and President

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on June 14, 2023.

Our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 are available on the internet at http://www.astproxyportal.com/ast/19720.

The following information applicable to the Annual Meeting may be found in the Proxy Statement and accompanying Proxy Card:

• The date, time and location of the Annual Meeting;

• A list of the matters intended to be acted on and our recommendations regarding those matters;

• Any control/identification numbers that you need to access your Proxy Card;

• Information about attending the Annual Meeting; and

• How to vote using any of the following methods: by mail, by telephone, by internet and in-person at the Annual Meeting.

NEWTEKONE, INC.

4800 T-Rex Avenue, Suite 120

Boca Raton, FL 33431

(212) 356-9500

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on June 14, 2023

To the Shareholders of NewtekOne, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the “Annual Meeting”) of NewtekOne, Inc. (the “Company”) will be held at 1111 Brickell Avenue, Suite 135, Miami, FL 33131, on June 14, 2023 at 9:00 a.m., local time.

The Annual Meeting is for the following purposes, which are more completely described in the accompanying Proxy Statement:

1. To elect two directors of the Company to serve on the Board of Directors until the Company’s Annual Meeting of Shareholders in 2026 and until their successors are duly elected and qualified;

2. To ratify the selection of RSM US LLP as the Company’s independent registered accounting firm (independent auditors) for the fiscal year ending December 31, 2023;

3. To conduct an advisory vote on the compensation of our named executive officers;

4. To approve our 2023 Stock Incentive Plan to issue restricted shares of Company common stock as part of the compensation package to certain employees and directors, as more fully described in the attached Proxy Statement;

5. To approve our 2023 Employee Stock Purchase Plan; and

6. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on any one of the foregoing proposals at the Annual Meeting or any adjournments thereof. Shareholders of record at the close of business on May 1, 2023 (the Record Date) are entitled to vote at the Annual Meeting and any adjournment thereof.

We ask that you complete and sign the enclosed Proxy Card which is solicited by the Board of Directors and to mail it promptly in the enclosed envelope. You may also cast your vote by telephone or internet as shown on the Proxy Card. The proxy will not be used if you attend and vote at the Annual Meeting in person.


						BY ORDER OF THE BOARD OF DIRECTORS
						/s/ BARRY SLOANE
						BARRY SLOANE
						CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT

Boca Raton, Florida

May 12, 2023

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF A FURTHER REQUEST FOR PROXIES IN ORDER TO INSURE A QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES IN PERSON DURING THE ANNUAL MEETING IF YOU WISH TO CHANGE YOUR VOTE.

PROXY STATEMENT

NEWTEKONE, INC.

4800 T-Rex Avenue, Suite 120

Boca Raton, FL 33431

(212) 356-9500

ANNUAL MEETING OF SHAREHOLDERS

June 14, 2023

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of NewtekOne, Inc. (the “Company”) for the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 1111 Brickell Avenue, Suite 135, Miami, FL 33131, on June 14, 2023 at 9:00 a.m., local time.

The accompanying Notice of Annual Meeting and this Proxy Statement, together with the enclosed Proxy Card, and the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, are first being mailed to shareholders on or about May 12, 2023.

We encourage you to vote your shares, either by voting by mail, telephone, the internet, in person at the Annual Meeting or by granting a proxy (i.e., authorizing someone to vote your shares).

How Do You Exercise Your Rights to Vote on the Proposals?

You may vote using any of the following methods:

By Mail — Shareholders of record may submit proxies by completing, signing and dating each Proxy Card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy. If you return your signed proxy but do not indicate your voting preferences, your shares will be voted on your behalf “FOR” each of the Proposals listed in this Proxy Statement. Shareholders who hold shares beneficially in street name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees.

By Telephone — Shareholders of record may submit proxies by following the telephone voting instructions on each Proxy Card. Most shareholders who hold shares beneficially in street name may provide voting instructions by telephone by calling the number specified on the voting instruction form provided by their brokers, banks or nominees. Please check the voting instruction form for telephone voting availability. Please be aware that if you submit voting instructions by telephone, you may incur costs such as telephone access charges for which you will be responsible. The telephone voting facilities will close at 11:59 p.m., Eastern Daylight Time, the day before the meeting date.

By Internet — Shareholders of record with internet access may submit proxies by following the internet voting instructions on their Proxy Cards. Most shareholders who hold shares beneficially in street name may provide voting instructions by accessing the website specified on the voting instruction form provided by their brokers, banks or nominees.

Please check the voting instruction form for internet voting availability. Please be aware that if you vote over the internet, you may incur costs such as internet access charges for which you will be responsible. The internet voting facilities will close at 11:59 p.m., Eastern Daylight Time, the day before the meeting date.

In Person at the Meeting — Shares held in your name as the shareholder of record may be voted at the Annual Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Meeting, we recommend that you also submit your proxy or voting instructions or vote by telephone or the internet so that your vote will be counted if you later decide not to attend the Annual Meeting.

Shareholders who execute the enclosed Proxy Card retain the right to revoke such proxies at any time prior to voting. Unless so revoked, the shares represented by properly executed proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies may be revoked at any time prior to exercise by written notice to the Secretary

of the Company or by the filing of a properly executed, later-dated proxy. A proxy will not be voted if a shareholder attends the Annual Meeting and votes in person. The presence of a shareholder at the Annual Meeting alone will not revoke such shareholder’s proxy. Shareholders have no dissenters’ or appraisal rights in connection with the Proposals described herein.

What is the Vote Required for Each Proposal?

Proposal

Vote Required

Broker
Discretionary
Voting
Allowed?

Effect of Abstentions and
Broker Non-Votes

Proposal I — Election of Directors

Affirmative vote of a plurality of all the votes cast at the Annual Meeting

Broker non-votes and a proxy marked “withhold authority” with respect to the director nominee are not counted as votes cast for purposes of the election of a director nominee and, therefore, will have no effect on the outcome of such election.

Proposal II — Ratification of Appointment of Independent Auditors

Affirmative vote of a majority of the votes cast at the Annual Meeting

Yes

Abstentions are not counted as votes cast and will have no effect on the outcome of the vote.

Proposal III — Advisory Vote on Compensation of Named Executive Officers

Affirmative vote of a majority of the votes cast at the Annual Meeting

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

Proposal IV — Approval of 2023 Stock Incentive Plan

Affirmative vote of a majority of the votes cast at the Annual Meeting

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

Proposal V — Approval of 2023 Employee Stock Purchase Plan

Affirmative vote of a majority of the votes cast at the Annual Meeting

Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.

VOTING AND REVOCATION OF PROXIES

Proxies solicited by the Board of Directors of the Company will be voted in accordance with the directions given therein. If any other matters are properly brought before the Annual Meeting as to which proxies confer discretionary authority, the persons named in the proxy will vote the shares represented thereby on such matters as determined by a majority of the Board of Directors. The proxies solicited by the Board of Directors confer discretionary authority on the persons named therein to vote with respect to the election of any person as a director where the nominee is unable to serve or for good cause will not serve, with respect to matters incident to the conduct of the Annual Meeting and with respect to any other matter presented at the Annual Meeting if notice of such matter has not been delivered to the Company within a reasonable time before the date of this Proxy Statement. Proxies marked as abstentions will not be counted as votes cast. In addition, shares held in street name that have been designated by brokers on Proxy Cards as not voted (“broker non-votes”) will not be counted as votes cast, however brokers are allowed discretionary votes with respect to the proposal relating to the ratification of the Company’s independent registered accounting firm. Proxies marked as abstentions or as broker non-votes will be treated as shares present for purposes of determining whether a quorum is present.

VOTING SECURITIES

The securities which can be voted at the Annual Meeting consist of the Company’s common shares, $0.02 par value per share (“Common Shares” or “Common Stock”) and the Company’s Series A Convertible Preferred Stock, par value $0.02 per share (the “Preferred Stock”), holders of which are entitled to vote on an as-converted basis, together with the holders of our Common Stock, voting together as a single class, on each matter on which the holders of Common Stock are entitled to vote. Shareholders of record as of the close of business on May 1, 2023 (the “Record Date”) are entitled to one vote for each Common Share then held on all matters. As of the Record Date,

approximately 25,559,442 Common Shares were issued and outstanding (which includes the shares of Preferred Stock which carry, in the aggregate and on an as-converted basis, the right to vote the equivalent of 950,811 shares of Common Stock). The presence, in person or by proxy, of at least a majority of the total number of Common Shares outstanding and entitled to vote will be necessary to constitute a quorum at the Annual Meeting.

Persons and groups owning in excess of 5% of Company’s Common Shares are required to file certain reports regarding such ownership with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 25, 2023, the beneficial ownership of each current director, the nominee for director, the Company’s executive officers, each person known to us to beneficially own 5% or more of the outstanding Common Shares, and the executive officers and directors as a group. Percentage of beneficial ownership is based on 25,559,442 Common Shares outstanding as of the Record Date (including our Preferred Stock on an as-converted basis). Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. If applicable and available, ownership information for those persons who beneficially own 5% or more of our Common Shares is based upon filings by such persons with the SEC and other information obtained from such persons.

Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table below has sole voting and investment power. The Company’s directors are divided into two groups — non-independent directors and independent directors. Independent directors are “Independent Directors” as defined by Nasdaq Stock Market corporate governance listing standards (“Nasdaq listing rules”). Unless otherwise indicated, the addresses of all executive officers and directors are c/o NewtekOne, Inc., 4800 T-Rex Avenue, Suite 120, Boca Raton, FL 33431.

Name of Beneficial Owner

Number of
Shares Beneficially
Owned

Percent of
Class

Non-Independent Directors:

Barry Sloane(1)

1,294,269

5.1

Peter Downs(2)

68,437

Halli Razon-Feingold(3)

19,145

Independent Directors:

Gregory Zink(7)

26,173

Salvatore Mulia(7)

61,210

Richard Salute(7)

26,575

Fernando Perez-Hickman(7)

42,670

Executive Officers:

Nicholas Leger(4)

18,493

Michael Schwartz(5)

40,966

Nicolas Young(6)

28,539

All current directors and executive officers as a group

1,626,477

6.4

____________

* Less than 1% of total Common Shares outstanding as of the Record Date.

(1) Includes 176,221 Shares owned by The B Sloane Family Foundation, a 501(c)(3) private foundation, of which Mr. Sloane shares voting and dispositive power; 61,652 restricted Common Shares awarded to Mr. Sloane in December 2022, vesting on December 28, 2025, 47,081 restricted Common Shares awarded in August 2022, vesting on August 15, 2025, and 83,217 restricted Common Shares awarded in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15 2024.

(2) Includes 17,655 restricted Common Shares awarded in August 2022, vesting on August 15, 2025; and 11,557 restricted Common Shares awarded in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024.

(3) Includes 3,467 restricted Common Shares awarded in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024; and 7,062 restricted Common Shares awarded in August 2022, vesting on August 15, 2025.

(4) Includes 10,593 restricted Common Shares awarded in August 2022, vesting on August 15, 2025; and 4,623 restricted Common Shares awarded in February 2021, with one-third vested in 2021 and on February 15, 2023, and one-third vesting on February 15, 2024.

(5) Includes 14,124 restricted Common Shares awarded in August 2022, vesting on August 15, 2025; 3,082 restricted Common Shares awarded in March 2021, with one-third vested on each of March 15, 2022 and March 15, 2023, and one-third vesting on March 15, 2024; and 6,935 restricted Common Shares awarded in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024.

(6) Includes 9,416 restricted Common Shares awarded in August 2022, vesting on August 15, 2025 and 17,197 restricted Common Shares awarded in August 2021, with one-third vested on August 2, 2022 and one-third vesting on each of August 2, 2023 and August 2, 2024.

(7) Includes 2,000 restricted Common Shares awarded in June 2022 as equity-based compensation to non-employee directors Mulia, Salute, Perez-Hickman and Zink, at the beginning of their 2022 terms of service, which forfeiture restrictions will lapse as to one-third of such Common Shares each year for three years.


Dollar Range of Equity Securities in the Company Beneficially Owned by Each Director:
Name of Director						Dollar Range of Equity Securities in NewtekOne, Inc.(1)(2)
Non-Independent Directors:
Barry Sloane						Over $100,000
Peter Downs						Over $100,000
Halli Razon-Feingold						Over $100,000
Independent Directors:
Richard Salute						Over $100,000
Salvatore Mulia						Over $100,000
Gregory Zink						Over $100,000
Fernando Perez-Hickman						Over $100,000

____________

(1) Dollar ranges are as follows: None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, or Over $100,000.

(2) The dollar range of equity securities beneficially owned is based on the closing price for our Common Shares of $11.35 on April 25, 2023 on the Nasdaq Global Market. Beneficial ownership has been determined in accordance with Rule 13d-3 of the Exchange Act.


PROPOSAL I — ELECTION OF DIRECTORS

Richard Salute and Salvatore Mulia have been nominated for re-election for terms expiring in 2026. Messrs. Salute and Mulia are not being nominated as directors for election pursuant to any agreements or understandings between the Company and each of Messrs. Salute and Mulia. Messrs. Salute and Mulia have indicated their willingness to continue to serve if elected and have consented to be named as nominees. Messrs. Salute and Mulia are “independent directors” of the Company, as such term is defined under Nasdaq listing rules.

A shareholder can vote for or withhold his or her vote for the nominees. In the absence of instructions to the contrary, it is the intention of the persons named as proxies to vote such proxy FOR the election of the nominees named in this Proxy Statement. If a nominee should decline or be unable to serve as a director, it is intended that the proxy will be voted for the election of the person nominated by our Board of Directors as a

replacement. Our Board of Directors has no reason to believe that the nominees will be unable or unwilling to serve.

Required Vote

The director nominees shall be elected by a plurality of all the votes cast at the Annual Meeting, in person or by proxy, if a quorum is present. Shareholders may not cumulate their votes. If you vote “withhold authority” with respect to a nominee, your shares will not be voted with respect to the person indicated. Because directors are elected by a plurality of the votes cast, an abstention will have no effect on the outcome of the vote and, therefore, is not offered as a voting option for this proposal. Common Shares represented by broker non-votes are not considered votes cast, and thus have no effect on this proposal.

Information about the Directors and Executive Officers

Set forth below is information, as of May 1, 2023, regarding Messrs. Mulia and Salute who are being nominated for election as directors of the Company at the Annual Meeting, as well as information about our other current directors whose terms of office will continue after the Annual Meeting. Included below is specific information about each director’s experience, qualifications, attributes or skills that led the Board of Directors to the conclusion that the individual is qualified to serve on our Board, in light of our business and structure.

(1) The business addresses of the director nominees and the other directors are c/o NewtekOne, Inc., 4800 T-Rex Avenue, Suite 120, Boca Raton, FL 33431.

Nominees for Class III Directors — Terms Expiring 2026

Name, Address, and Age(1)

Position(s)
Held with the
Company

Term of Office
and Length of
Time Served

Principal
Occupation(s) During
Past 5 Years

Other
Directorships
Held by Director or Nominee for
Director During
Past 5 Years

Messrs. Salute and Mulia are Independent Directors as defined by Nasdaq listing rules.

Richard Salute, 77

Director

Class III Director since 2015; Term expires 2023

Retired

Director, Walker Innovation Inc., 2015-2018

Salvatore Mulia, 75

Director

Director since 2004 and Class III
Director since 2014;
Term expires 2023

Retired

Mr. Salute served as Capital Markets and SEC Practice Director at J.H. Cohn and CohnReznick LLP from 2004 to 2014. Prior to that, he spent 29 years, from 1972 to 2001, at Arthur Andersen managing complex audits for public and private companies. During his tenure, he was responsible for providing clients with strategic planning services as well as consulting on corporate finance, mergers and acquisitions, and process evaluation. His clients included large multinational companies and entrepreneurial start-ups. In addition to his client responsibilities, he started three business lines for Arthur Anderson: the Enterprise Group (New York Metropolitan area), the Technology Practice (New York office) and the Bankruptcy and Corporate Recovery Practice (nationwide). More recently, Mr. Salute served as Chief Financial Officer of PAVmed Inc. from June 2014 to September 2015. Mr. Salute also served as a director of Walker Innovation Inc. from 2015 through 2018. Mr. Salute is a graduate of Adelphi University and a member of the American Institute of Certified Public Accountants and the New York State Society of Certified

Public Accountants. Mr. Salute has more than 39 years of audit, accounting, and tax experience. His extensive audit, accounting, and tax experience and relationships with industry players are an asset to our Board of Directors. Mr. Salute’s expertise and experience also qualify him to serve as chairman of the Audit Committee and as the Audit Committee Financial Expert. Mr. Salute’s experience with SEC matters includes numerous initial public offerings and his experience representing publicly traded, as well as over-the-counter market traded, clients provides a significant addition to the Board of Directors.

Mr. Mulia, prior to his retirement in 2017, was a financial advisor and principal at RTM Financial Services, Westport, CT, a firm he founded with his wife. RTM was involved in advising small business with an emphasis on leasing and lending advisory services since February 2003. From February 2001 to February 2003, Mr. Mulia was Executive Vice President of Pitney Bowes Capital Corp, Shelton, CT which was engaged in providing financial services to business customers. From 1980 to 1993, Mr. Mulia held senior management positions within General Electric’s Financial Services Division, GE Capital Corporation (“GECC”), and was responsible for developing new products and business initiatives in financial services. In addition, during his tenure at GECC, Mr. Mulia was a principal in GEVEST, GECC’s investment banking unit, where he headed syndication and led acquisition teams which acquired leasing companies including TransAmerica Leasing, Chase Manhattan’s leasing subsidiary and LeaseAmerica. Mr. Mulia’s experience in the financial services industry, as well as his experience with smaller to mid-sized companies needing capital and debt and his understanding of these businesses provides a significant addition to our Board of Directors. His understanding of the dynamics of these businesses has been particularly helpful in addressing similar issues of the Company and this experience provides a significant addition to the Board of Directors.

Incumbent Class II Directors — Terms Expiring 2025

Name, Address, and Age(1)

Position(s)
Held with the
Company

Term of Office
and Length of
Time Served

Principal
Occupation(s) During
Past 5 Years

Other
Directorships
Held by Director or Nominee for
Director During
Past 5 Years

Messrs. Zink and Perez-Hickman are Independent Directors as defined by Nasdaq listing rules.

Gregory Zink, 66

Director

Class II Director since 2017; term expires in 2025

Partner at Newport LLC 2021-current; Managing partner, Lowell Group, LLC, 1988-2021; Managing Director ExigoAsiaPacific, LLC, 2018-2022.

Fernando Perez-Hickman, 55

Director

Class II Director since 2021; term expires in 2025

Managing Partner, Azora Exan; Vice Chairman, Director of Corporate Strategy and member of IBERIABANK’s

Planning Group Committee from 2017-2020; Executive Chairman of the Board of

Directors of Sabadell United Bank, 2007-2017

Executive Chairman of the Board of
Directors of Sabadell United Bank, June 2007 to August 2017

Mrs. Razon-Feingold is not an Independent Director as defined by Nasdaq listing rules.

Halli Razon-Feingold, 34

Director; Chief Administrative Officer and Senior Vice President, Human Resources

Class II Director since 2021; term expires in 2025

Chief Administrative Officer of the Company since July 2016, and Senior Vice President, Human Resources of the Company since July 2019

Mr. Zink has served as an independent director of the Company since 2017. Mr. Zink is a Partner at Newport LLC, a national strategic advisory firm that specializes in helping owners and CEOs of privately held, growth stage companies accelerate growth and significantly improve the value of their businesses. From 1998 to 2021, Mr. Zink was the principal of the Lowell Group, LLC, a management consulting firm which provided strategic, operational, marketing and financial consulting assistance to start-up, small and medium size businesses. From 2018 to 2022, Mr. Zink was a managing director of ExigoAsia Pacific, LLC. a manufacturer of commercial fitness equipment. From 1988 through 2019, Mr. Zink served as the Chief Executive Officer, Chief Financial Officer and Director of NGJ Brand Solutions, a distributor of commercial fitness equipment and health and wellness solutions provider in Japan. Mr. Zink was also previously employed by Newtek as an Executive Vice President from 2000-2005, Touche Ross/Deloitte Consulting, AT&T, and is a graduate of the General Electric Financial Management Program. Mr. Zink has an MBA from the Wharton School of the University of Pennsylvania. Mr. Zink’s professional experience provides a significant addition to the Board of Directors. Mr. Zink’s many years of experience providing consulting and financial advice to small and medium sized businesses, provides a significant addition to the Board of Directors.

Mr. Perez-Hickman is a Managing Partner at Azora Capital, a Madrid-based European based private equity firm, and its U.S. affiliate Azora Exan, based in Miami, Florida. Mr. Perez-Hickman served as Vice Chairman, Director of Corporate Strategy and member of IBERIABANK’s Planning Group Committee from 2007 until its merger with First Horizon Bank in July 2020. At IBERIABANK, he was responsible for corporate strategy and mergers and acquisitions, supervising the Consumer and Retail Banking Division, reporting to the CEO. From 2007 to 2017, Mr. Perez-Hickman served as Executive Chairman of the Board of Sabadell United Bank and Managing Director of Santander Private Banking International. Mr. Perez-Hickman’s broad experience as a highly successful and experienced executive with a proven track record in management, mergers and acquisitions and value creation at financial services businesses in the United States, Spain and international markets, provides a significant addition to the Board of Directors.

Mrs. Razon-Feingold has served as the Company’s Chief Administrative Officer since July 2016 and as Senior Vice President of Human Resources for the Company since July 2019. Mrs. Razon-Feingold’s tenure at the Company spans over ten years, with her current principal responsibilities centered on managing the Executive department and all areas of Human Resources for the Company and all of its subsidiaries. Mrs. Razon-Feingold holds a master’s degree in Industrial/Organizational Psychology from CUNY Baruch College and a bachelor’s degree in Psychology from Hofstra University. Mrs. Razon-Feingold’s long experience with the Company provides a significant addition to the Board of Directors.

Incumbent Class I Directors — Terms Expiring 2024

Name, Address, and Age(1)

Position(s)
Held with the
Company

Term of Office
and Length of
Time Served

Principal
Occupation(s) During
Past 5 Years

Other
Directorships
Held by Director or Nominee for
Director During
Past 5 Years

Messrs. Sloane and Downs are not Independent Directors as defined by Nasdaq listing rules.

Barry Sloane, 63

Director; Chief Executive Officer and President

Director since 1999 and Class I Director since 2014; Term expires 2024

Chief Executive Officer and President of the Company; Chief Executive Officer of Newtek Bank, N.A.

Peter Downs, 58

Director; Chief Lending Officer

Class I Director since 2014; Term expires 2024

Chief Lending Officer of the Company and Newtek Bank, N.A.; President of Newtek Small Business Finance, LLC

Mr. Sloane has served as our Chairman and Chief Executive Officer since 1999, as our President since 2008 and Chief Executive Officer of Newtek Bank, N.A. since January 2023. Mr. Sloane founded the Company in 1998 and is an executive officer of each of the Company’s subsidiaries. From September 1993 through July 1995, Mr. Sloane was a Managing Director of Smith Barney, Inc. While there, he directed the Commercial and Residential Real Estate Securitization Unit, and he was national sales manager for institutional mortgage and asset backed securities sales. From April 1991 through September 1993, Mr. Sloane was founder and President of Aegis Capital Markets, a consumer loan origination and securitization business which was eventually taken public with the name of “Aegis Consumer Funding.” From October 1988 through March 1991, Mr. Sloane was Senior Vice President of Donaldson, Lufkin and Jenrette, where he was responsible for directing sales of mortgage-backed securities. From August 1982 to September 1988, Mr. Sloane was a senior mortgage security salesman and trader for Bear Stearns, L.F. Rothschild, E.F. Hutton and Paine Webber. Mr. Sloane’s broad business and financial experience and his

knowledge of the Company’s businesses have been of great value to the other members of the Board and qualify him to serve on our Board of Directors and as the Chairman of our Board of Directors.

Mr. Downs is the Company’s Chief Lending Officer. Mr. Downs joined the Company in 2003 and has been the President of Newtek Small Business Finance, LLC (“NSBF”), the Company’s wholly owned subsidiary, and a member of the NSBF board of directors. Mr. Downs became Chief Lending Officer of Newtek Bank in January 2023. He has had primary responsibility for the development of the Company’s lending policies and procedures, portfolio and marketing, from its inception. Prior to joining the Company in 2003, Mr. Downs spent sixteen years in various small business lending roles within the banking industry. From 1990 to 2001, he was employed with European American Bank (“EAB”), where he held various positions including New Business Development Officer for Small Business Lending and Group Manager of Retail Small Business Lending which encompassed the underwriting and servicing of the bank’s small business loan portfolio. Subsequent to EAB’s acquisition by Citibank, Mr. Downs ran the bank’s U.S. Small Business Administration (“SBA”) lending portfolio in New York, and eventually was named the National Director of SBA lending, after which he was responsible for coordinating the bank’s SBA underwriting and sales efforts in all Citibank markets across the country. In addition to his banking experience, he has been involved in several non-profit small business advisory boards, and has been a member of the National Association of Government Guaranteed Lenders (NAGGL) Regional Technical Issues Committee. Mr. Down’s history with the Company and extensive experience in the small business lending space, including SBA 7(a) lending, provides our Board of Directors with the valuable insight of an experienced lender.

The Board of Directors and Board of Directors Meetings

The Company’s Board of Directors and management are committed to responsible corporate governance to ensure that the Company is managed for the long-term benefit of its shareholders. To that end, the Board of Directors and executive committee, comprised of the Company’s named executive officers (the “Executive Committee”), periodically review and update, as appropriate, the Company’s corporate governance policies and practices. In doing so, the Board of Directors and Executive Committee review published guidelines and recommendations of institutional shareholder organizations and current best practices of similarly situated public companies. The Board of Directors and Executive Committee also regularly evaluate and, when appropriate, revise the Company’s corporate governance policies and practices in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules issued by the SEC and rules and listing standards issued by The Nasdaq® Stock Market, Inc. (“Nasdaq”) where the Company’s Common Shares are listed and traded.

During the fiscal year ended December 31, 2022, the Board of Directors held a total of 19 meetings, the Audit Committee held 4 meetings and the Compensation, Corporate Governance and Nominating Committee (the “Nominating Committee”) held 4 meetings. Each of the incumbent directors attended at least 75% of the aggregate of the Board of Directors meetings and meetings of the committee(s) on which he or she served held during the last fiscal year. All members of the Board of Directors make a diligent effort to attend all board and committee meetings, as well as the Annual Meeting of Shareholders. In 2022, all members of the Board of Directors attended the Annual Meeting of Shareholders.

Corporate Governance Policies

The Company has adopted corporate governance policies which are available at the Investor Relations page of www.newtekone.com (http://investor.newtekbusinessservices.com/corporate-governance.cfm). The corporate governance policies are also available in print to any shareholder who requests them. These policies were adopted by the Board of Directors, among other things, to best ensure that the Board of Directors is independent from management, that the Board of Directors adequately performs its function as the overseer of management and to help ensure that the interests of the Board of Directors and management align with the interests of the shareholders.

On an annual basis, each director and executive officer is obligated to complete a Directors’ and Officers’ Questionnaire which requires disclosure of any transactions with the Company in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest.

Committees of the Board of Directors

The Board of Directors currently has three standing committees: the Audit Committee, the Compensation, Corporate Governance and Nominating Committee (the “Nominating Committee”) and the Risk Committee. Each member of the Audit Committee and the Nominating Committee is independent as defined by applicable Nasdaq and SEC rules. The Risk Committee is comprised of both independent directors and directors who are members of Company management. A brief description of each committee is included in this Proxy Statement and each of the committees has a written charter approved by the Board of Directors, which is available on the Investor Relations page of our website at www.newtekone.com (http://investor.newtekbusinessservices.com/corporate-governance.cfm).

Audit Committee. The Board of Directors has established an Audit Committee in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee consists of Messrs. Salute, Mulia and Zink, each of whom is an “independent director” as defined in the Nasdaq listing standards, and operates pursuant to its written charter. Mr. Salute serves as Chair of the Audit Committee and currently serves as the “audit committee financial expert,” as defined under applicable SEC rules. The Audit Committee is authorized to examine and approve the audit report prepared by the independent auditors of the Company, to review and select the independent auditors to be engaged by the Company, to review the internal accounting controls and audit policies. In addition, the Board of Directors has determined that all members of the Audit Committee are “financially literate” as that term is defined by applicable Nasdaq and SEC rules.

Compensation, Corporate Governance and Nominating Committee (the “Nominating Committee”). The Board of Directors has established a Nominating Committee. The Company’s Nominating Committee consists of Messrs. Mulia, Salute and Zink, each of whom is an “independent director” as defined in the Nasdaq listing standards, and operates pursuant to its written charter. Mr. Mulia and Mr. Zink currently serve as Co-Chairs of the Nominating Committee. The Nominating Committee evaluates the compensation and benefits of the directors, officers and employees, recommends changes, and monitors and evaluates employee performance. The Nominating Committee is generally responsible for identifying corporate governance issues, creating corporate governance policies, identifying and recommending potential candidates for election to the Board of Directors, reviewing and approving conflicts of interest or related party transactions and reviewing executive and director compensation and performance.

The Nominating Committee seeks candidates who possess the background, skills, and expertise to make a significant contribution to the Board of Directors, the Company, and its shareholders. In considering possible candidates for election as a director, the Nominating Committee will take into account, in addition to such other factors as it deems relevant, the desirability of selecting candidates who:

• Are of the highest character and integrity;

• Are free of any conflict of interest;

• Are willing and able to devote sufficient time to the affairs of the Company; and

• Have the capacity and desire to represent the best interests of the shareholders.

The Nominating Committee has not adopted a formal policy with regard to the consideration of diversity in identifying director nominees. However, in determining whether to recommend a director nominee, the Nominating Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board of Directors as a whole. The Nominating Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board of Directors, when identifying and recommending director nominees. The Nominating Committee believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Nominating Committee’s goal of creating a Board of Directors that best serves the needs of the Company and the interest of its shareholders.

With these factors and goals in mind, in September 2021, following the nominations by the Nominating Committee, the Board of Directors increased the number of directors constituting the entire Board of Directors from five to seven, and elected Mr. Perez-Hickman and Mrs. Razon-Feingold to the Board of Directors, further

diversifying the Company’s Board of Directors and serving the needs of the Company and the interest of its shareholders.

Risk Committee. The Board of Directors established a Risk Committee during 2023. The Company’s Risk Committee consists of Messrs. Salute and Perez-Hickman each of whom is an “independent director” as defined in the Nasdaq listing standards, and Messrs. Sloane and Downs, who are employee directors. The Risk Committee, with Mr. Sloane as its chair, operates pursuant to its written charter and assists the Board of Directors in its oversight of the Company’s long-term strategy development and implementation, exercise of fiduciary duties, and enterprise-wide risk-management framework, including the policies, procedures, strategies, and systems established to measure, mitigate, monitor and report major risks to the Company.

On August 6, 2021, the SEC approved Nasdaq Listing Rule 5606, which requires each Nasdaq-listed company to annually disclose information on the voluntary self-identified gender, racial characteristics, and LGBTQ+ status of the company’s board of directors. The requirement is intended to make consistent and comparable statistics widely available to investors regarding the number of diverse directors serving on a Nasdaq-listed company’s board. In compliance with Nasdaq Rule 5606, the Company is including the following Board Diversity Matrix for the Company as of May 1, 2023:

BOARD DIVERSITY MATRIX



Total Number of Directors	7
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose Gender
Directors	1	6	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or American Indian	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	1	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	—

Director Independence and Executive Sessions

Nasdaq listing standards and the Exchange Act require that a majority of the Board of Directors and every member of our Audit Committee and Nominating Committee are “independent.” Our Board of Directors reviews the independence of its members annually.

The Board of Directors has determined that Messrs. Mulia, Zink, Salute and Perez-Hickman qualify as “independent” as defined by applicable Nasdaq and SEC rules. In making this determination, the Board of Directors has concluded that none of these members has a relationship which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

It is the policy of the Board of Directors to hold executive sessions of the independent directors meeting without management at the conclusion of regularly scheduled meetings and as requested by a director. Mr. Salute presides over these meetings of the independent directors.

Leadership Structure

The Company currently combines the role of Chairman of the Board of Directors with the role of Chief Executive Officer. Our Board of Directors believes this provides an efficient and effective leadership model for our Company. Combining the Chairman and Chief Executive Officer roles fosters clear accountability, effective decision-making, and alignment on corporate strategy. Mr. Sloane has served as Chairman and Chief Executive Officer of the Company since 1999 and as President since 2008. The Board of Directors continues to believe that our leadership structure is appropriate since Mr. Sloane has over 30 years of experience in our industry or related businesses, and under his leadership our management team has executed a strategy that has significantly improved our earnings growth, cash flow stability and competitiveness. No single leadership model is right for all companies at all times. Our Board of Directors recognizes that depending on the circumstances, other leadership models might be appropriate. Accordingly, our Board of Directors periodically reviews its leadership structure.

Moreover, our Board of Directors believes that its governance practices provide adequate safeguards against any potential risks that might be associated with having a combined Chairman and Chief Executive Officer. Specifically:

• four of our seven current directors are independent directors;

• all of the members of our Audit Committee and Nominating Committee are independent directors;

• our Board of Directors and its committees regularly conduct scheduled, and as needed, meetings in executive session, out of the presence of Messrs. Sloane and Downs and Mrs. Razon-Feingold and other members of management;

• our Board of Directors and its committees regularly conduct meetings which specifically include Messrs. Sloane and Downs and Mrs. Razon-Feingold;

• our Board of Directors and its committees remain in close contact with, and receive reports on various aspects of the Company’s management and enterprise risk directly from our senior management and independent auditors; and

• our Board of Directors, including the independent directors, and its committees interact with employees of the Company outside the ranks of senior management.

The Company has not appointed a lead independent director.

Board of Directors Risk Oversight

While management is responsible for identifying, assessing and managing risk, our Board of Directors, at both the full board and committee levels, is responsible for risk oversight with a focus on the most significant risks facing the Company. The Board of Directors’ risk oversight includes all enterprise-wide risk categories relevant to the Company, including credit risk, market risk, liquidity risk, operational risk, compliance/regulatory risk, legal risk, strategic/reputational risk and any other material risk faced by the Company.

During each year, management and the Board of Directors jointly review major risks that the Company prioritizes in the following year. In 2022, the Board of Directors focused on the following areas of risk:

• determining NewtekOne’s long-term growth and strategic alternatives, including acquiring the National Bank of New York City (renamed Newtek Bank, N.A.) (the “Bank Acquisition”), discontinuing the Company’s election to be regulated under the Investment Company Act of 1940 (the “1940 Act”) and becoming a bank holding company electing financial holding company status;

• strategic and operational planning, including the evaluation of the Company’s capital structure and long-term debt financing;

• overseeing the Executive Committee’s navigation of the Company through the volatility, uncertainty and unpredictability caused by the macroeconomic and other challenges and uncertainties related to the U.S.

and global economies, including the impacts to financial markets and macroeconomic environments by higher inflation and higher interest rates; the Bank Acquisition and conversion to a financial holding company;

• overseeing, reviewing and approving management’s estimates of fair value of the Company’s investment portfolio; and

• legal and regulatory compliance.

The Board of Directors has delegated responsibility for the oversight of specific risks to Board of Directors committees. The Audit Committee oversees risks associated with:

• the Company’s financial statements and financial reporting; and

• internal controls over financial reporting.

The Nominating Committee considers the risks associated with:

• compensation policies and practices;

• management resources, structure, succession planning and management development;

• overall governance practices and the structure and leadership of the Board of Directors; and

• related person transactions and the code of conduct for all employees, officers and directors.

The newly formed Risk Committee will consider the risks associated with the Company’s enterprise-wide risk-management framework, including the policies, procedures, strategies, and systems established to measure, mitigate, monitor and report major risks to the Company, including:

• credit risk;

• market risk;

• liquidity risk;

• operational risk,

• compliance/regulatory/legal risk; and

• strategic/reputational risk and any other material risk faced by the Company.

The Board of Directors is kept informed of each committee’s risk oversight and any other activities deemed to engender risk via periodic reports from management and the committee chairs. Our Board of Directors recognizes the importance of risk oversight, and its role is consistent with the Board of Directors’ leadership structure, the Chief Executive Officer and the senior management of the Company. Our Executive Committee is responsible for assessing and managing risk exposure and the Board of Directors, and committees of the Board of Directors provide the oversight consistent with those efforts.

Director Nominations

In considering whether to recommend any particular candidate for inclusion in the Board of Directors’ slate of recommended director nominees, the Nominating Committee applies the criteria set forth in the Governance Guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, absence of conflicts of interest and the ability to act in the interest of all shareholders. The Nominating Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for each prospective nominee. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will best allow the Board of Directors to fulfill its responsibilities.

Our Board of Directors does not have a specific diversity policy, but considers diversity of race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities in evaluating candidates for board membership. We believe diversity is important because a variety of viewpoints can help to contribute to an effective decision-making process.

Shareholders may recommend individuals to the Nominating Committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials. The recommendation should be sent to the Nominating Committee, c/o Michael A. Schwartz, Corporate Secretary, NewtekOne, Inc., 1981 Marcus Avenue, Suite 130, Lake Success, New York 11042. Assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating Committee will evaluate shareholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates recommended by our Board of Directors. If the Board of Directors determines to nominate a shareholder-recommended candidate and recommends his or her election, then his or her name will be included in the proposal for election for the next annual meeting.

Shareholders also have the right under our Bylaws to nominate director candidates, without any action or recommendation on the part of the Nominating Committee or the Board of Directors, by following the procedures set forth under “Shareholder Proposals” in our Proxy Statement. Candidates nominated by shareholders in accordance with the procedures set forth in our Bylaws may be included in our Proxy Statement and solicitation for the next annual meeting.

Code of Business Conduct and Ethics and Insider Trading Policy

We are committed to strong corporate governance. Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) and Insider Trading Policy that are applicable to all members of our Board, officers and employees and contractors. The Code of Ethics guides us in how we conduct our business and work with each other, and reflects our values, standards and expectations. Our Insider Trading Policy establishes procedures for personal investments and restricts certain personal securities transactions. Our current Code of Ethics and Insider Trading Policy are posted on the Investor Relations section of our website at http://investor.newtekbusinessservices.com.

Hedging and Speculative Trading

The Board of Directors has adopted, as part of the Company’s Insider Trading Policy, a policy prohibiting covered persons, including our directors and executive officers, from hedging or pledging our securities, making short sales or trading in derivative securities related to our securities.

Certain Relationships and Related Party Transactions

We have written procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. When the company operated as a BDC for the year ended December 31, 2022, the Company was prohibited under the 1940 Act from participating in certain transactions with certain of its affiliates without meeting certain requirements, such as the prior approval of the independent directors and, in some cases, the SEC. The affiliates with which the Company was prohibited from transacting include its officers, directors and employees and any person who owns 5% or more of our outstanding voting securities or controlling or under common control with the Company.

The Board of Directors, in consultation with the Nominating Committee, reviews all potential related party transactions on an ongoing basis, and all such transactions must be approved by the Board of Directors. The Board of Directors reviews such transactions on a case-by-case basis. In addition, the Nominating Committee or the Board of Directors reviews and approves all compensation-related policies involving our directors and executive officers. The Board of Directors may approve or ratify a related party transaction only if it determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The Board of Directors may impose any conditions on the related person transaction that it deems appropriate.

Mr. Sloane’s nephew, Kyle Sloane, is employed by one of the Company’s subsidiaries. Kyle Sloane earned in excess of $125,000 for the year ended December 31, 2022.

Director Compensation

The Board of Directors has adopted a plan for compensation of non-employee directors which gives effect to the time and effort required of each of them in the performance of their duties. For 2022, the Board of Directors provided for the payment of annual cash compensation in the amount of $125,000 for each non-employee director, with no additional fees for committee membership or chairmanship. In addition, pursuant to the terms of the Company’s Amended and Restated 2014 Stock Incentive Plan, non-employee directors were eligible to be granted up to 2,000 shares of Company restricted stock awards (the “Restricted Stock Awards”) at the beginning of each one-year term of service on the Board, with one-third of such Restricted Stock Awards vesting on each of the next three anniversaries of the date of grant. In June 2022, non-employee directors Salute, Mulia, Zink and Perez-Hickman were awarded 2,000 Restricted Stock Awards at the beginning of their 2022 terms of service, which forfeiture restrictions will lapse as to one-third of such Restricted Stock Awards each year for three years.

Directors do not receive any perquisites or other personal benefits from the Company.

2022 Director Summary Compensation Table

The following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to each of our current directors during the fiscal years ended December 31, 2022.


Name of Director	Fees earned or Paid in Cash ($)	Stock Awards ($)(2)(3)	Option Awards ($)	All Other Compensation ($)	Total ($)
Current Independent Directors:
Salvatore F. Mulia	125,000	38,000	—	—	163,000
Richard Salute	125,000	38,000	—	—	163,000
Gregory Zink	125,000	38,000	—	—	163,000
Fernando Perez-Hickman	125,000	38,000	—	—	163,000
Non-Independent Directors:					—
Barry Sloane(1)	—	—	—	—	—
Peter Downs(1)	—	—	—	—	—
Halli Razon-Feingold(1)	—	—	—	—	—

____________

(1) As employee directors, Messrs. Sloane and Downs and Mrs. Razon-Feingold do not receive any compensation for their service as directors. The compensation of our named executive officers is disclosed in the Summary Compensation Table and elsewhere under “EXECUTIVE COMPENSATION.”

(2) The values provided in this column represent the grant date fair value of the 2,000 Restricted Stock Awards made to the non-employee directors Salute, Mulia, Zink and Perez-Hickman in June 2022, as determined in accordance with the requirements of Financial Accounting Standards Board Accounting Standards Codifiation Topic 718 (“FASB ASC Topic 718”). Such Restricted Stock Awards were granted at the beginning of their terms of service, which forfeiture restrictions will lapse as to one-third of such Restricted Stock Awards each year for three years.

(3) The aggregate number of outstanding stock awards held as of December 31, 2022 by each individual that served as a non-employee director during the fiscal year ended December 31, 2022 were as follows: 2,000 Restricted Stock Awards for Mr. Mulia, 2,000 Restricted Stock Awards for Mr. Salute, 2,000 Restricted Stock Awards for Mr. Zink and 2,000 Restricted Stock Awards for Mr. Perez-Hickman.

Chief Executive Officer Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and applicable SEC rules, we are providing the following information about the relationship of

the annual total compensation of our employees and the annual total compensation of our Chief Executive Officer and President, Barry Sloane.

For fiscal year 2022, the median of the annual total compensation of all of our employees (other than Mr. Sloane, our Chief Executive Officer) was $122,000 and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table, was $1,700,000. Based on this information, our Chief Executive Officer’s 2022 annual total compensation was approximately 13.9 times that of the median of the 2022 annual total compensation of all of our employees.

We selected December 31, 2022 as the date used to identify our “median employee” whose annual total compensation was the median of the annual total compensation of all our employees (other than our Chief Executive Officer) for 2022. As of December 31, 2022, our employee population consisted of 104 individuals who are located in our Lake Success, New York and Boca Raton, Florida offices, as well as individuals who work remotely out of their residences in various states. To identify our median employee, we compared the annual total compensation for each of our employees, as determined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which included salary and bonus. In making this determination, we annualized the compensation of 7 employees who were hired in 2022 but did not work for us the entire fiscal year.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2022 Named Executive Officers

This compensation discussion and analysis (“CD&A”) provides 2022 compensation information for the following named executive officers (“NEOs”). References to “2022 NEOs” in this CD&A are references to Messrs. Sloane, Leger, Downs, Schwartz, and Young.

Name

Age

Position

Barry Sloane

Chairman, Chief Executive Officer and President

Nicholas Leger

Chief Accounting Officer and Executive Vice President

Peter Downs

Chief Lending Officer; President Newtek Small Business Finance, LLC

Michael A. Schwartz

Chief Legal Officer, Chief Compliance Officer and Corporate Secretary

Nicolas Young

Chief Risk Officer

Information about 2022 NEOs Who Are Not Directors

Nicholas J. Leger, age 42, was appointed the Company’s Chief Accounting Officer effective as of February 5, 2021. Mr. Leger, has, since November 2015, served as Vice President of Finance and Controller of Newtek Small Business Finance, LLC (“NSBF”), the Company’s consolidated subsidiary that operates as a nationally licensed SBA lender under the federal Section 7(a) loan program, with principal responsibility for financial reporting and the development and implementation of NSBF’s accounting policies and practices. Mr. Leger previously worked at First Data Corp. as a Manager and Senior Accountant, in the Financial Planning and Reporting department, from 2005 to 2015, and previously worked in public accounting as a Senior Associate for PricewaterhouseCoopers (“PWC”) from 2004 to 2005 and with RSM from 2001 to 2004, primarily in the audit of public and private entities. Mr. Leger graduated from Bentley University in 2002 with a bachelor’s degree in Accounting.

Michael A. Schwartz, age 62, has served as Chief Legal Officer and Corporate Secretary since January 2015. In October 2015, Mr. Schwartz was appointed the Company’s Chief Compliance Officer. Beginning in November 2013, Mr. Schwartz was Senior Counsel to the Company. Prior to joining the Company, Mr. Schwartz spent twenty-two years in private practice specializing in complex litigation in the fields of securities, mergers and acquisitions, corporate governance, commercial law, unfair employment practices, consumer protection and antitrust. Mr. Schwartz served on the Company’s Board of Directors from 2005 through 2009.

Nicolas Young, age 46, was appointed President and Chief Operating Officer of the Company’s subsidiary Newtek Bank on January 6, 2023. From August 2, 2021 until January 2023, Mr. Young was the Company’s Chief Risk Officer. Mr. Young previously served as Executive Vice President & Chief Credit Officer for IBERIABANK, and was EVP & Chief Risk Officer of Sabadell in Miami, Florida. Mr. Young has over 20 years’ experience in credit and risk management. Mr. Young is a native of Montevideo, Uruguay and holds a Bachelor of Economics from Universidad ORT Uruguay.

Compensation Discussion and Analysis

Introduction

The following CD&A includes our compensation philosophy, a description of our compensation program and the program’s objectives, the elements of compensation used to pay our executives and the compensation-related decisions made with respect to our NEOs as set forth below.

Compensation Philosophy and Objectives

Our compensation programs are designed to attract and retain key employees and to motivate them to achieve, and reward them for achieving, superior performance. Different programs are geared to shorter- and longer-term performance, with the goal of increasing shareholder value over the long-term. Because we believe the performance of every employee is important to our success, we are mindful of the effect of executive compensation and incentive programs on all of our employees.

We believe that the compensation of our executives should reflect their success as a management team, rather than just as individuals, in attaining key operating objectives, such as growth of our after tax net income, credit quality of our loan portfolios, growth of revenues in our non-bank subsidiaries, return on average assets (“ROAA”), return on equity (“ROE”), deposit growth at Newtek Bank, N.A., and long-term competitive advantage, and ultimately, in attaining an increased market price for our Common Shares. We believe that the performance of our executives in managing our Company, considered in light of general economic and specific company, industry and competitive conditions, should be the basis for determining their overall compensation. We also believe that their compensation should not be based on the short-term performance of our Common Shares, whether favorable or unfavorable, but rather that the price of our Common Shares, in the long-term, reflect our operating performance and, ultimately, the management of the Company by our executives. We seek to have the long-term performance of our Common Shares reflected in executive compensation through our equity incentive programs, including restricted stock awards.

Role of Executive Officers in Compensation Decisions

The Nominating Committee supervises the design and implementation of compensation policies for all executive officers (which include the NEOs) and overall incentive equity awards to all employees of the Company. Decisions regarding the non-equity compensation of executive officers, other than NEOs, are made by the Chief Executive Officer within the compensation philosophy set by the Nominating Committee. Decisions regarding the non-equity compensation of NEOs are made by the Chief Executive Officer and the Nominating Committee for consistency with the Company’s compensation policies.

The Chief Executive Officer semi-annually reviews the performance of each member of the senior executive team, including NEOs (other than himself whose performance is reviewed by the Nominating Committee). The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are then presented to the Nominating Committee by the Chief Executive Officer. The Nominating Committee will review and approve the recommendations for consistency with the Company’s compensation policies.

Setting Executive Compensation

During the course of each fiscal year, it has been the practice of the Chief Executive Officer to review the history of all the elements of each executive officer’s total compensation and the Chief Executive Officer may also compare the compensation of the executive officers with that of the executive officers in an appropriate market comparison group of companies with a capitalization similar to that of the Company. We seek to set compensation levels that are perceived as fair, internally and externally, and competitive with overall compensation levels at other companies in our industry, including larger companies from which we may want to recruit employees. However, the Company does not establish individual objectives in the range of comparative data for each individual or for each element of compensation. Typically, the Chief Executive Officer sets compensation with respect to the executive officers who report to him and presents it to the Nominating Committee for conformity with the Company’s overall compensation policies. The NEOs are not present at the time of these deliberations. The Nominating Committee then performs a similar review of the Chief Executive Officer’s total compensation and makes compensation decisions with respect to such officer, who does not participate in that determination.

We choose to pay each element of compensation in order to attract and retain the necessary executive talent, reward annual performance and provide incentive for balanced focus. The amount of each element of compensation is determined by or under the direction of our Committee, which uses the following factors to determine the amount of salary and other benefits to pay each NEO:

• achievement of income to sustain and grow the Company’s dividend payments;

• performance against competitors for the year;

• difficulty in achieving desired results in the coming year;

• value of their unique skills and capabilities to support long-term performance;

• contribution and growth as a member of the executive management team;

• professional development and growth of individual executives, the management team and other employees; and

• managerial assistance provided to our subsidiaries, including contributions to growth of revenues and operating earnings.

We do not establish individual goals but focus on the overall profitable growth of our business.

Based on the foregoing objectives, we have structured the Company’s annual and long-term incentive-based non- cash executive compensation to motivate executives to achieve the business goals set by the Company.

There is no pre-established policy or target for the allocation between either cash or non-cash compensation. Historically we have granted a majority of total compensation to executive officers in the form of cash compensation.

For the year ended December 31, 2022, the principal components of compensation for NEOs were:

• base salary;

• short and long-term incentive compensation based on the Company’s and the executive’s performance; and

• retirement and other benefits made available to all employees.

Base Salary

The Company provides NEOs and other employees with base salary to compensate them for services rendered during the fiscal year. Executive base salaries continue to reflect our operating philosophy, our performance driven corporate culture and business direction, with each salary determined by the skills, experience and performance level

of the individual executive, and the needs and resources of the Company. Base salaries are generally targeted to market levels and base salary ranges for NEOs are determined for each executive based on his or her position and responsibility by using market data from peer companies and published salary surveys, and the Company generally attempts to fix each NEO’s salary within the range. We believe that the Company’s most direct competitors for executive talent are not necessarily restricted to those companies that are included in the peer company index used to compare shareholder returns, but encompass a broader group of companies engaged in the recruitment and retention of executive talent in competition with the Company.

During the review of base salaries for senior level executives, including the NEOs, we primarily consider:

• an internal review of each executive’s compensation both individually and relative to other executive officers;

• individual performance of the executive; and

• a review of the Company’s financial performance relative to the Company’s annual plan.

Salary levels typically are considered annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility. Merit based increases to salaries are based on the Chief Executive Officer’s assessment of the individual’s performance. Merit based increases to the salaries of NEOs other than the Chief Executive Officer are recommended by the Chief Executive Officer and confirmed by the Nominating Committee and those for the Chief Executive Officer are determined by the Committee.

Annual Bonus

Discretionary annual cash bonuses may be awarded to executive officers along with the Company’s non-executive employees under the Company’s cash bonus plan. The Company creates a cash bonus pool based on an annually determined percentage of the salaries of all employees, which it accrues as an expense. Payments under the plan are discretionary and are based on the Company’s and the employee’s overall performance as determined by the Chief Executive Officer and the Nominating Committee. The Nominating Committee determines any bonus for the Chief Executive Officer based on, among other things, a review of the Company’s financial performance relative to the Company’s annual plans as established by the Board of Directors. The Chief Executive Officer in consultation with the Nominating Committee with respect to the NEOs, or in consultation with the NEOs and other senior level officers with respect to lower level employees, determines annual bonuses for other employees based on such employee’s performance. Factors considered include the achievement of business plans, defined goals and performance relative to other companies of a similar size and business strategy. The mix and weighting of the factors vary, depending on the business segment and the executive’s responsibilities. The level of achievement and overall contribution by the executive determines the level of bonus.

Equity-Based Compensation

The Company must compete for leadership with commercial banks, investment banks, and other publicly traded companies not regulated as investment companies, which are generally able to award many different types of stock-based compensation to their directors, (including their non-employee directors,) officers, and employees. Moreover, the Company also must compete for leadership with other companies of a similar size and business strategy, which generally have the discretion to offer a portion of their various carried interests to induce professional talent to associate with their funds without being required to obtain SEC approval each time. On September 12, 2014, the Board of Directors voted to establish the Newtek Business Services Corp. 2014 Stock Incentive Plan (the “2014 Plan”). The 2014 Plan was approved by shareholders of the Company on October 22, 2014. The 2014 Plan provided for the grant of options to purchase Common Shares, the terms of which will be determined by the Nominating Committee and set forth in an award agreement between the Company and the executive or employee. The Company has not issued options under the 2014 Plan.

On April 27, 2015, the Nominating Committee and the Board of Directors approved the Amended and Restated 2014 Stock Incentive Plan (the “2015 Stock Plan”), subject to exemptive relief from the SEC and shareholder approval, in order to have increased flexibility to use restricted Common Shares, in addition to stock

options, to assist the Company in achieving its objectives with respect to long-term equity incentive compensation. On May 10, 2016, we received an exemptive order from the SEC permitting us to award restricted Common Shares to our employees, officers, and non-employee directors, and on July 27, 2016, our shareholders approved the 2015 Stock Plan. The 2015 Stock Plan permitted us to issue awards of stock options and restricted Common Shares in an aggregate amount of up to 20% of our issued and outstanding Common Shares (the “Plan Maximum Shares”) as of the effective date of the plan. Under the 2015 Stock Plan, all of the Plan Maximum Shares are available for grants of stock options, and half of the Plan Maximum Shares (up to 10% of our issued and outstanding Common Shares as of the effective date of the 2015 Stock Plan) is available for grants of restricted Common Shares. The Nominating Committee believes that restricted Common Shares is the best method of encouraging stock ownership in the Company by eligible participants by giving them a proprietary interest in the Company’s performance, which more closely aligns compensation with the Company’s performance and provides a means to attract and retain persons of outstanding ability in key positions with the Company.

The Company’s Board of Directors and its Nominating Committee, which consists entirely of directors who are not employees of the Company, believe that in light of the Company’s plan for growth, stock-based incentive compensation, particularly the award of restricted Common Shares, advances the interests of the Company by providing substantial motivation for superior performance and more fully aligning the interests of officers and directors with the interests of our shareholders.

While the 2015 Stock Plan was appropriate for the Company as a business development company (BDC), , the Board continues to believe that with the Company’s conversion to a financial holding company in 2023 stock-based incentive compensation advances the interests of the Company, and is now seeking shareholder approval of 2023 Stock Incentive Plan. See “Proposal IV - Approval of 2023 Stock Incentive Plan,” below.

Benefits and Perquisites

Our NEOs are generally not entitled to benefits that are not available to all of our employees. In this regard, it should be noted that we do not provide pension arrangements, post-retirement health coverage or similar benefits for our executives or employees. The Nominating Committee periodically reviews the levels of benefits provided to executive officers. The NEOs participate in the Company’s 401(k) savings plan and other benefit plans on the same basis as other similarly situated employees. The Company has adopted a match for the Company’s 401(k) savings plan for 2022, which consists of a discretionary match of 50% of the first 2% of employee contributions up to a maximum of 1% of the employee’s compensation (subject to the Internal Revenue Code annual limitation). For 2022, a match of approximately $138,772 in cash was approved and will be paid in May 2023.

Compensation of the Chief Executive Officer

The Nominating Committee’s decisions regarding compensation of Mr. Sloane are guided by the same policies and considerations that govern compensation of the Company’s other NEOs. While recognizing the Chief Executive Officer’s leadership in building a highly talented management team and in driving the Company forward, Mr. Sloane’s base salary was $700,000 for 2022 and 2021. Mr. Sloane received a $1,000,000 cash bonus for 2021 that was paid in 2022 and did not receive a cash bonus for 2022.

Mr. Sloane received an award of 61,652 restricted Common Shares in December 2022, which award vests in January 2026; an award of 47,081 restricted Common Shares in August 2022, which vests on August 15, 2025; and 83,217 restricted Common Shares in February 2021, with one-third vested on February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024. The Nominating Committee has determined that this salary package is competitive with the labor market median for someone with Mr. Sloane’s skills and talents and is reflective of the Company’s current cash and financial position and the status of the Company’s Common Shares.

Compensation of the Other NEOs

The Nominating Committee approved the 2022 compensation for Nicholas Leger, Peter Downs, Michael Schwartz, and Nicolas Young, as recommended to it by the Chief Executive Officer.

2022 NEOs

Mr. Leger’s base salary was $325,000 in 2022 and $270,000 in 2021. Mr. Leger received a $200,000 cash bonus for 2022 (paid in 2023) and a $150,000 cash bonus for 2021 (paid in 2022). Mr. Leger received an award of 10,593 restricted Common Shares awarded in August 2022, which award vests on August 15, 2025; and 4,623 restricted Common Shares awarded in February 2021, with one-third vested on each of April 30, 2021 and February 15, 2023, and one-third vesting on February 15, 2024.

Mr. Downs’s base salary was $550,000 in 2022 and 2021. Mr. Downs received a $250,000 cash bonus for 2022 (paid in 2023) and a $250,000 cash bonus for 2021 (paid in 2022). Mr. Downs received an award of 17,655 restricted Common Shares in August 2022, which award vests on August 15, 2025; and 11,557 restricted Common Shares in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023 and one-third vesting on February 15, 2024.

Mr. Schwartz’s base salary was $400,000 in 2022 and $360,000 in 2021. Mr. Schwartz received a $250,000 cash bonus for 2022 (paid in 2023) and a $200,000 cash bonus for 2021 (paid in 2022). Mr. Schwartz received an award of 14,124 restricted Common Shares in August 2022, which award vests on August 15, 2025; 3,083 restricted Common Shares in March 2021, with one-third vested on each of March 15, 2022 and March 15, 2023 and one-third vesting on March 15, 2024; 2,312 restricted Common Shares awarded in February 2021, which vested on April 30, 2021; and 6,935 restricted Common Shares awarded in February 2021, with one-third vested on February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024.

Mr. Young’s base salary was $500,000 in 2022 and 2021. Mr. Young received a $100,000 cash bonus for 2022 (paid in 2023) and a $25,000 cash bonus for 2021 (paid in 2022). Mr. Young received an award of 9,416 restricted Common Shares in August 2022, which award vests on August 15, 2025; and 17,197 restricted Common Shares in August 2021, with one-third vested on August 2, 2022, and one-third vesting on each of August 2, 2023 and August 2, 2024.

Elements of Executive Compensation and 2022 Compensation Determinations

Base Salary. We believe that base salaries are a fundamental element of our compensation program. The Nominating Committee establishes base salaries for each NEO to reflect (i) the scope of the NEO’s industry experience, knowledge and qualifications, (ii) the NEO’s position and responsibilities and contributions to our business growth and (iii) salary levels and pay practices of those companies with whom we compete for executive talent.

The Nominating Committee considers base salary levels at least annually as part of its review of the performance of NEOs and from time to time upon a promotion or other change in job responsibilities. During its review of base salaries for our executives, the Nominating Committee primarily considers: individual performance of the executive, including leadership and execution of strategic initiatives and the accomplishment of business results for the Company; market data; the NEO’s total compensation, both individually and relative to our other NEOs; and for NEOs other than the CEO, the base salary recommendations of our Chief Executive Officer.

The following table sets forth the 2022 and 2021 base salaries for our current NEOs.


	2022 Base Salary		2021 Base Salary
2022 NEOs
Barry Sloane	$	700,000	$	700,000
Nicholas Leger	$	325,000	$	270,000
Peter Downs	$	550,000	$	550,000
Michael Schwartz	$	400,000	$	360,000
Nicolas Young	$	500,000	$	500,000

Annual Bonus Awards. The Nominating Committee designs our annual cash bonuses to motivate our NEOs to achieve financial and non-financial objectives consistent with our operating plan. The Nominating Committee

retains discretion in the sizing and awarding of cash bonuses for each NEO to ensure that individual bonus determinations appropriately balance the interests of the Company’s shareholders, while rewarding an NEO’s contributions to performance. In evaluating the performance of our NEOs to arrive at their 2022 cash bonus awards, the Nominating Committee considered the factors to determine the amount of salary and other benefits, as set forth above. The Nominating Committee also considered the following factors and aspects of the Company’s 2022 operating performance in the determination of specific NEO bonus awards:

• Declaration of $2.75 per share in cash dividends;

• Obtaining regulatory approvals for, and the closing of, the Acquisition of NBNYC;

• Preparations for the Company’s transition to a financial holding company from a business development company;

• Ability to maintain employee and staff productivity in a remote work environment;

• The management of the Company’s assets and capital;

• Managerial assistance provided to our subsidiaries (former controlled portfolio companies), including contributions to growth of sales, growth of operating earnings and earnings per share, as well as navigating the pandemic; and

• Each NEO’s specific performance achievements and contributions to the Company’s 2022 financial performance and execution of the Company’s operating plan.

When allocating bonus awards, the Nominating Committee also evaluated the total compensation paid to the NEOs and other employees. Based on the foregoing considerations and analysis, and after due deliberation, the Committee awarded the 2022 NEOs the following annual cash bonuses with respect to 2022.


	2022 Cash Bonus Award		As Percentage of 2022 Base Salary
2022 NEOs
Barry Sloane	n/a		n/a
Nicholas Leger	$	200,000	62	%
Peter Downs	$	250,000	45	%
Michael Schwartz	$	250,000	63	%
Nicolas Young	$	100,000	20	%

Pay Versus Performance

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we are providing the following disclosure regarding the relationship between executive compensation and certain financial performance measures of the Company. For a complete description regarding the Company’s compensation program, please see “Compensation Discussion and Analysis.”

Pay Versus Performance Table

The following table shows the past three fiscal years’ total compensation for our named executive officers as set forth in the Summary Compensation Table, the compensation actually paid to our principal executive officer (the “PEO”) and the other named executive officers, our total shareholder return (“TSR”) and our net income.

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine the compensation actually paid as reported in the Pay Versus Performance table. Compensation Actually Paid does not necessarily represent compensation actually earned, realized or received by the applicable named executive officer, but rather is a valuation calculated under applicable SEC rules by adjusting the Summary Compensation Table totals for the applicable year as described in the footnotes to the Pay Versus Performance Table.


Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(2)	Average Summary Compensation Table Total for non-PEO Named Executive Officers(1)	Average Compensation Actually Paid to Non-PEO Named Executive Officers(3)	Value of Initial Fixed $100 Investment Based On:				Net Income	Adjusted Net Investment Income (“ANII”)(6)
					Total Shareholder Return(4)		Peer Group Total Shareholder Return(5)
	($)	($)	($)	($)					($ in thousands)
2022	1,700,000	1,094,779	443,750	310,908	(33)	%	(16)	%	32,311	$	51,852
2021	3,500,000	4,633,439	420,000	485,718	56	%	27	%	84,142	$	79,086
2020	700,000	637,939	386,667	347,525	(2)	%	11	%	33,619	$	43,407

____________

(1) Mr. Sloane was our PEO for each of the fiscal years presented in the above table. For 2022, our non-PEO NEOs were Messrs. Leger, Downs, Schwartz, and Young. For 2021, our non-PEO NEOs were Messrs. Leger, Downs, Schwartz, Young and Christopher Towers. Mr. Towers resigned from the Company effective February 5, 2021. For 2020, our non-PEO NEOs were Messrs. Downs, Schwartz and Towers.

(2) Compensation actually paid to our PEO was calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding from the Summary Compensation Table totals as shown below:


Year	Reported Summary Compensation Table Total for PEO($)	Less: Reported Value of Equity Awards(a)($)	Equity Award Adjustments						Compensation Actually Paid to PEO($)
			Plus: Year End Fair Value of Equity Awards Granted in the Year that are Unvested at Year End($)	Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End($)	Plus: Fair Value of Equity Awards that were Granted and Vested in the Same Year at Vesting Date($)	Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($)	Less: Year End Fair Value of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions($)	Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($)
2022	1,700,000	(1,000,000)	765,066	(703,325)	—	(29,048)	—	362,085	1,094,779
2021	3,500,000	(1,800,000)	2,299,313	—	—	634,125	—	—	4,633,439
2020	700,000	—	—	(235,805)	—	—	—	173,745	637,939

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(3) Compensation actually paid to our non-PEO NEOs was calculated in accordance with Item 402(v) of Regulation S-K by deducting and adding from the Summary Compensation Table totals as shown below:


Year	Reported Summary Compensation Table Total for non-PEO NEOs($)	Less: Reported Value of Equity Awards(a)($)	Equity Award Adjustments						Compensation Actually Paid to non-PEO NEOs($)
			Plus: Year End Fair Value of Equity Awards Granted in the Year that are Unvested at Year End($)	Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End($)	Plus: Fair Value of Equity Awards that were Granted and Vested in the Same Year at Vesting Date($)	Plus: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year($)	Less: Year End Fair Value of Equity Awards Granted in Prior Years that Failed to Meet Vesting Conditions($)	Plus: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation($)
2022	1,775,000	(1,100,000)	841,555	(361,265)	—	(48,168)	—	136,508	1,243,630
2021	1,680,000	(1,275,000)	1,239,794	—	22,694	237,797	—	37,588	1,942,873
2020	1,160,000	(50,000)	—	(88,427)	—	(37,267)	—	58,270	1,042,576

(4) Cumulative TSR is calculated by dividing (a) the sum of the cumulative amount of dividends for the measure period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period.

(5) We include a comparison against the S&P Small Cap 600 as disclosed in Part II Item 5 of our Annual Report on Form 10-K as of December 31, 2022. We use the S&P Small Cap 600 because it represents small cap market capitalization companies similar to us. We do not believe there is a published industry or line-of-business index, or a readily definable peer group of publicly traded companies, that provides a more meaningful comparison of the cumulative return of our common stock or that there is otherwise a reasonably identifiable peer group for purposes of such performance graphs as we ceased to be subject to the Investment Company Act of 1940 at the beginning of 2023.

(6) Our Company-selected measure is ANII which is defined net investment income (loss) plus net realized gains recognized from the sale of guaranteed portions of SBA 7(a) loan investments, less realized losses on non-affiliate investments, plus the net realized gains on controlled investments, plus or minus the change in fair value of contingent consideration liabilities, plus loss on extinguishment of debt, plus or minus an adjustment for gains or losses on derivative transactions.

Description of Performance and Compensation Relationships

The following graph compares the return on our Common Stock with the S&P Small Cap 600 for the period from December 31, 2019 through December 31, 2022. The graph assumes that, on January 1, 2020, a person invested $100 in each of our Common Stock and S&P Small Cap 600. The graph measures total shareholder return, which takes into account both changes in stock price and dividends. It assumes that dividends paid are invested in like securities.

Unranked Tabular List of the Company’s Most Important Financial Performance Measures

The following is an unranked list of the most important financial performance measures used by the Company to link compensation actually paid to the NEOs, for the year ended December 31, 2022, to Company performance:

- ANII

- cash dividends paid to shareholders

- growth in net assets

- growth in loans originated

Conclusion

The Nominating Committee believes that attracting and retaining talented and motivated management and employees is essential to creating long-term shareholder value. The Nominating Committee seeks to attract and retain management and employees by offering a competitive, performance-based compensation program which the Nominating Committee believes aligns the interests of the executive officers and other key employees with those of our Shareholders. We believe that the Company’s 2022 compensation program met those objectives.

Compensation Risk Assessment

Our Nominating Committee aims to establish Company-wide compensation policies and practices that reward contributions to long-term shareholder value and do not promote unnecessary or excessive risk-taking. In furtherance of this objective, the Nominating Committee conducted an assessment of our compensation arrangements, including those for our named executive officers. The assessment process included, among other things, a review of our (1) compensation philosophy, (2) compensation mix and (3) cash and equity-based incentive plans.

In its review, among other factors, the Nominating Committee considered the following:

• Our investment model and our cash incentive plan encourage our employees to focus on creating a stable, predictable stream of investment income over multiple years, rather than focusing on current year revenue at the expense of succeeding years.

• The distribution of compensation among our core compensation elements has effectively balanced short-term performance and long-term performance.

• Our cash and equity-based incentive awards in conjunction with management efforts focus on both near-term and long-term goals.

• Our cash and equity-based incentive awards contain a range of performance levels and payouts, to discourage executives from taking risky actions to meet a single target with an all or nothing result of compensation or no compensation.

Our executives are encouraged to hold a meaningful number of Common Shares pursuant to our stock ownership policy. Based upon this assessment, our Nominating Committee believes that our Company-wide compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us

2022 Advisory Vote on Executive Compensation; Continuing Shareholder Engagement

At our 2022 annual meeting of shareholders, our advisory vote on say-on-pay received strong support from our shareholders (approximately 94% of votes cast).

The Nominating Committee views as important the continuing dialogue with our shareholders on compensation and other governance matters. The results of the Company’s 2022 advisory vote on say-on-pay represent positive support for the named executive officers’ compensation, but we continue to review our compensation program such that it recognizes the business environment in which the Company operates, control costs, is transparent, and enables employees to make informed decisions. We anticipate continuing our shareholder engagement efforts in advance of our future annual meetings.

Compensation, Corporate Governance and Nominating Committee Interlocks and Insider Participation

The members of the Nominating Committee during the fiscal year ended December 31, 2022 were Salvatore Mulia, Gregory Zink and Richard Salute. All members of the Nominating Committee are independent directors, and none of them are paid officers of ours or any of our subsidiaries. No member of the Nominating Committee: (i) has had any relationship with us requiring disclosure under Item 404 of Regulation S-K under the Exchange Act; or (ii) is an executive officer of another entity, at which one of our executive officers serves on our Board of Directors.

2022 Compensation, Corporation Governance and Nominating Committee Report

The Compensation, Corporate Governance and Nominating Committee of the Company has reviewed and discussed the foregoing Compensation Discussion and Analysis for fiscal 2022 required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation, Corporate Governance and Nominating Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION, CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

Dated: May 1, 2023

Salvatore Mulia, Co-Chairman

Gregory Zink, Co-Chairman

Richard Salute

2022 Summary Compensation Table

The following tables set forth the aggregate compensation earned by the Company’s Chief Executive Officer, Chief Accounting Officer, and next most highly compensated executive officers (which we refer to as NEOs) during 2022 and the two previous years.


Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards(4) ($)		Option Awards	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Totals ($)
Barry Sloane,	2022	700,000	—		1,000,000	(13)	—	—	—	—	1,700,000
Chief Executive Officer	2021	700,000	1,000,000	(2)	1,800,000	(5)	—	—	—	—	3,500,000
	2020	700,000	—		—		—	—	—	—	700,000

Nicholas Leger	2022	325,000	200,000	(1)	225,000	(16)	—	—	—	—	750,000
Chief Accounting Officer	2021	270,000	150,000	(2)	100,000	(10)	—	—	—	—	520,000
	2020	n/a	n/a		n/a		—	—	—	—	n/a

Peter Downs,	2022	550,000	250,000	(1)	375,000	(14)	—	—	—	—	1,175,000
Chief Lending Officer	2021	550,000	250,000	(2)	250,000	(6)	—	—	—	—	1,050,000
	2020	550,000	100,000	(3)	—		—	—	—	—	650,000

Michael Schwartz,	2022	400,000	250,000	(1)	300,000	(15)	—	—	—	—	950,000
Chief Legal Officer	2021	360,000	200,000	(2)	325,000	(8)	—	—	—	—	885,000
	2020	360,000	150,000	(3)	50,000	(9)	—	—	—	—	560,000

Nicolas Young	2022	500,000	100,000	(1)	200,000	(12)	—	—	—	—	800,000
Chief Risk Officer	2021	500,000	25,000	(2)	600,000	(11)	—	—	—	—	1,125,000
	2020	n/a	n/a		n/a		—	—	—	—	n/a

Former NEO
Chris Towers,(7)	2022	n/a	n/a		n/a		—	—	—	—	n/a
Chief Accounting Officer	2021	n/a	n/a		n/a		—	—	—	—	n/a
	2020	250,000	—		—		—	—	—	—	250,000

____________

(1) Discretionary cash bonus awarded for 2022 performance and paid in 2023.

(2) Discretionary cash bonus awarded for 2021 performance and paid in 2022.

(3) Discretionary cash bonus awarded for 2020 performance and paid in 2021.

(4) The value reported for in this column is the aggregate grant date fair value of stock awards granted to the NEOs, determined in accordance with FASB ASC Topic 718, disregarding adjustments for forfeiture assumptions.

(5) Received an award of 83,217 Restricted Stock Awards in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024.

(6) Received an award of 11,557 Restricted Stock Awards in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024.

(7) Mr. Towers resigned from the Company effective February 5, 2021.

(8) Received an award of 3,083 Restricted Stock Awards s in March 2021, with one-third vested on each of March 15, 2022 and March 15, 2023, and one-third vesting on March 15, 2024; 6,935 Restricted Stock Awards s awarded in February 2021, with one-third vested on each of February 15, 2022 and February 15, 2023 and February 15, 2024.

(9) Stock bonus for 2020 performance (awarded Restricted Stock Awards in February 2021 with a three (3) month vesting period).

(10) Received an award of 4,623 Restricted Stock Awards in February 2021, vested one-third in each of 2021 and 2023, and one-third vesting in 2024.

(11) Received an award of $17,196 Restricted Stock Awards in August 2021, vested one-third on August 2, 2022 and vesting one-third on each of August 2, 2023 and August 2, 2024.

(12) Received an award of 9,416 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

(13) Received an award of 61,652 Restricted Stock Awards in December 2022, vesting on January 15, 2026.

(14) Received an award of 17,655 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

(15) Received an award of 14,124 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

(16) Received an award of 10,593 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

2022 Grants of Plan-Based Awards


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying options (#)	Exercise or Base price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(6)
Name	Grant Date	Thresh-old ($)	Target ($)	Maxi-mum ($)	Thresh-old (#)	Target (#)	Maxi-mum (#)
Barry Sloane(1)	12/28/22	—	—	—	—	—	—	61,652	—	—	$	1,000,000
	8/4/22	—	—	—	—	—	—	47,081	—	—	$	1,000,000
Nicholas Leger(2)	8/4/22	—	—	—	—	—	—	10,593	—	—	$	225,000
Peter Downs(3)	8/4/22	—	—	—	—	—	—	17,655	—	—	$	375,000
Michael A Schwartz(4)	8/4/22	—	—	—	—	—	—	14,124	—	—	$	300,000
Nicolas Young(5)	8/4/22	—	—	—	—	—	—	9,416	—	—	$	200,000

____________

(1) Received an award of 61,652 Restricted Stock Awards in December 2022, vesting in January 2026; and 47,081 restricted Common Shares in August 2022, vesting on August 15, 2025.

(2) Received an award of 10,593 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

(3) Received an award of 17,655 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

(4) Received an award of 14,124 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

(5) Received an award of 9,416 Restricted Stock Awards in August 2022, vesting on August 15, 2025.

(6) The value reported in this column is the aggregate grant date fair value of stock awards granted to the NEOs in 2022, determined in accordance with FASB ASC Topic 718.

Outstanding Equity Awards at 2022 Year End

There were 397,418 outstanding equity awards as of December 31, 2022, including dividends paid on the outstanding equity awards in the form of additional Restricted Stock Awards, of which 276,941 were held by our NEOs.

There were no outstanding option awards as of December 31, 2022.

The following table sets forth information regarding outstanding awards of Restricted Stock Awards held by our NEOs as of December 31, 2022:


Name	Number of Shares or Units that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested ($)(6)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Number of Unearned Shares, Units or Other Rights that have not Vested ($)(6)
Barry Sloane(1)	184,103	$	2,991,673	184,103	$	2,991,673
Nicholas Leger(2)	15,454	$	251,131	15,454	$	251,131
Peter Downs(3)	29,063	$	472,267	29,063	$	472,267
Michael A Schwartz(4)	23,912	$	388,570	23,912	$	388,570
Nicolas Young(5)	24,409	$	396,649	24,409	$	396,649

____________

(1) Mr. Sloane received an award of 61,652 Restricted Stock Awards in December 2022, vesting on January 15, 2026; 47,081 Restricted Stock Awards in August 2022, vesting on August 15, 2025; and 83,217 restricted Common Shares in February 2021 with one-third of the award vested in each of 2022 and 2023, and one-third vesting in 2024.

(2) Mr. Leger received an award of 10,593 Restricted Stock Awards in August 2022, vesting on August 15, 2025; and 4,623 Restricted Stock Awards in February 2021 with one-third of the award vested in each of 2021 and 2023, and one-third vesting in 2024.

(3) Mr. Downs received an award of 17,655 Restricted Stock Awards in August 2022, vesting on August 15, 2025; and 11,558 Restricted Stock Awards in February 2021 with one-third of the award vested in each of 2022 and 2023, and one-third vesting in 2024.

(4) Mr. Schwartz received an award of 14,124 Restricted Stock Awards in August 2022, vesting on August 15, 2025; 6,935 restricted Common Shares in February 2021 with one-third of the award vested in each of 2022 and 2023, and one-third vesting in 2024 and an award of 3,083 Restricted Stock Awards in March 2021 with one-third of the award vested in each of 2022 and 2023, and one-third vesting in 2024.

(5) Mr. Young received an award of 9,416 Restricted Stock Awards in August 2022, vesting on August 15, 2025; and 17,197 Restricted Stock Awards in August 2021 with one-third of the award vested in 2022 and one-third vesting in each of 2023 and 2024.

(6) Based on the closing price of our Common Shares of $16.25 on December 31, 2022.

2022 Options Exercised and Stock Vested

No options were exercised in 2022. The number of Restricted Stock Awards held by the NEOs that vested in the fiscal year ended December 31, 2022 are set forth in the table below.


	Option Awards		Stock Awards
Name	Number of shares acquired on exercise (#)	Value realized on exercise ($)	Number of shares acquired on vesting (#)	Value realized on vesting ($)(5)
Barry Sloane(1)	—	—	30,901	$	824,748
Nicholas Leger	—	—	—	$	—
Peter Downs(2)	—	—	4,292	$	114,553
Michael Schwartz(3)	—	—	3,748	$	100,773
Nicolas Young(4)	—	—	6,544	$	136,770

____________

(1) Mr. Sloane received an award of 83,218 Restricted Stock Awards in February 2021, with one-third of the award vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024.

(2) Mr. Downs received an award of 11,558 Restricted Stock Awards in February 2021, with one-third of the award vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024.

(3) Mr. Schwartz received an award of 6,935 Restricted Stock Awards in February 2021, with one-third of the award vested on each of February 15, 2022 and February 15, 2023, and one-third vesting on February 15, 2024, and 3,083 Restricted Stock Awards in March 2021, with one-third of the award vested on each of March 15, 2022 and March 15, 2023, and one-third vesting on March 15, 2024.

(4) Mr. Young received an award of 17,197 Restricted Stock Awards in August 2021, with one-third of the award vested on August 2, 2022 and one-third vesting on each of August 2, 2023 and August 2, 2024.

(5) Based on the closing price of our Common Shares of $26.69, $27.32 and $20.90 on February 15, 2022, March 15, 2022 and August 2, 2022, respectively.

Employment Agreements

The Company entered into separate employment agreements with the following NEOs during 2022 (each, a “2022 Employment Agreement” and collectively, the “2022 Employment Agreements”):

• Barry Sloane, as Chairman, Chief Executive Officer and President;

• Nicholas Leger, as Chief Accounting Officer and Executive Vice President;

• Peter Downs, as Chief Lending Officer and President of Newtek Small Business Finance, LLC;

• Michael Schwartz, as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary; and

• Nicolas Young, as Chief Risk Officer.

Generally, under the 2022 Employment Agreements, Messrs. Sloane, Leger, Schwartz, Young and Downs were entitled to a set base compensation, cash bonuses pursuant to the Company’s Annual Cash Bonus Plan or by the action of the Board of Directors, and incentive compensation at the discretion of the Nominating Committee. In addition, Messrs. Sloane, Leger, Schwartz, Young and Downs are entitled to other benefits, such as participation in retirement and medical and other plans, executive benefits, and vacation and sick leave available to all employees of the Company. The 2022 Employment Agreements also provided for severance payments in the case of termination without just cause, as defined therein, or of resignation with good reason, as defined therein, and payment if their 2022 Employment Agreements were not renewed for other than just cause. Under the 2022 Employment Agreements, during the term of their employment, Messrs. Leger, Schwartz, Downs, Young and Sloane agreed to devote substantially all of their business time to the Company and to not engage in any business or activity contrary to the business or affairs of the Company. The Company agreed to indemnify Messrs. Leger, Downs, Schwartz, Young and Sloane for any and all loss, expenses, or liability that he may incur as a result of their services for the Company to the extent permitted by the Company’s Bylaws.

Mr. Sloane’s 2022 Employment Agreement provided for:

• a twelve-month term through March 1, 2023 at an annual base salary of $700,000;

SEC Form DEF 14A filed by NewtekOne Inc.