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