DEF 14A of Patriot National Bancorp Inc
Filed Nov 8, 2024 · FY20230001140361-24-045760
Proposal 1: Election of Directors
Proposal 1: Election of Directors If a quorum is present, directors will be elected pursuant to the affirmative vote of a plurality of the shares of Common Stock present in person or represented by proxy at the Annual Meeting. This means that the six nominees who receive the most affirmative votes will be elected to the Board of Directors. Accordingly, because there are six nominees in total, each person who receives one or more votes will be elected as a director. Shareholders may cumulate their votes for this proposal. Cumulative voting allows a shareholder to allocate among the director nominees, as the shareholder sees fit, the total number of votes equal to the number of director positions to be filled multiplied by the number of shares held by the shareholder. For example, if a shareholder owns 100 shares of Common Stock, and there are six directors to be elected at the Annual Meeting, a shareholder may allocate 600 “for” votes (six multiplied by 100) among as few or as many of the six nominees to be voted on at the Annual Meeting as the shareholder chooses. You may not cumulate your votes against a nominee. Cumulative voting applies only to the election of directors and not to other proposals. If you are a shareholder of record and choose to cumulate your votes, you will need to submit a proxy card and make an explicit statement of your intent to cumulate your votes by so indicating in writing on the proxy card. If you hold shares beneficially through a broker, bank or nominee and wish to cumulate votes, you should contact your broker, bank or nominee. You will not be able to submit cumulated vote allocation instructions for director elections if you grant a proxy by telephone or the Internet; thus, if you wish to cumulate your votes, you should submit a paper proxy card. If you vote by proxy card and sign your card with no further instructions, Michael A. Carrazza and David Lowery as proxy holders, may cumulate and cast your votes in favor of the election of some or all of the applicable nominees in their sole discretion.
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS The first item to be acted upon at the Annual Meeting is the election of six directors to our Board of Directors. Each of the persons elected will serve a term of one year and until the election and qualification of his or her successor or until his or her earlier resignation, death or removal. Each nominee is currently serving as one of our directors. We are not aware of any material proceedings to which any of the nominee directors, or any associate of any such director, is a party adverse to us or has a material interest adverse to us. Each nominee has consented to being named as a nominee and to serve if elected. If any director nominee named in this proxy statement shall become unable or decline to serve (an event which the Board of Directors does not anticipate), a substitute may be nominated and elected.
Nominees for Election as Directors
Nominees for Election as Directors The following sets forth information about the nominees for election as directors. Unless otherwise indicated, each person holds the same position(s) of both the Company and Patriot Bank, N.A. (the “Bank”).
Nominees for Election as Directors
| Name | Age | Current Position with the Company | | Michael A. Carrazza | 58 | Director and Chairman of the Board of Directors | | David Lowery | 49 | Director, President and Chief Executive Officer | | Edward N. Constantino | 78 | Director | | Emile Van den Bol | 61 | Director | | Michael J. Weinbaum | 58 | Director | | Grace Doherty | 50 | Director |
Nominees for Election as Directors
The nominees for election as directors have provided the following information about themselves:
Michael A. Carrazza
Michael A. Carrazza Mr. Carrazza has been Chairman of the Board of Directors of the Company since 2010 and served as interim Chief Executive Officer of the Company from August 2016 to July 2020. Mr. Carrazza is also CEO of Solaia Capital Advisors, an investment management firm engaged in making private equity and credit investments. In 2012, Mr. Carrazza led the spin-out of the Bank of Ireland’s U.S. Asset-Based Lending Group, presently known as Siena Lending Group, and served as its Chairman through 2019. Previously, Mr. Carrazza was co-founder of Bard Capital Group where he sponsored several transactions in the industrial sector. He has structured and financed the leveraged buyout of International Surface Preparation Group, Inc. from U.S. Filter/Vivendi and subsequently worked alongside its Chairman, managing the company’s turnaround, financings, and subsequent sale. Mr. Carrazza also led the financing and restructuring of Mitchell Madison Group and served on the firm’s Executive Team, where he assisted in the firm’s global expansion and managed its sale to US Web/CKS. Mr. Carrazza began his career at Goldman, Sachs & Co. Mr. Carrazza earned his MBA in Finance from The Stern School of Business at New York University and his B.S. in Electrical Engineering from The Pennsylvania State University. The Company believes that Mr. Carrazza is qualified to be a director as he has an extensive background in the financial services industry, has served as Patriot’s Chairman since 2011 and served as Interim CEO from 2016 to 2020.
David Lowery
David Lowery Mr. Lowery was appointed as President and Chief Executive Officer, and director of the Company and the Bank in March 2023. Mr. Lowery joined the Bank in April 2021 as Head of Lending, and became Executive Vice President and Chief Lending Officer of the Bank in September 2021. Mr. Lowery led the Bank’s SBA division, Commercial Real Estate, C&I and Consumer Lending areas. Prior to joining the Bank, Mr. Lowery served in various senior capacities with several institutions, including Senior Vice President at IBERIABANK from December 2018 to February 2021, Head of Commercial Real Estate at Metropolitan Commercial Bank from September 2015 to July 2018, and Vice President at M&T Bank where he worked from January 2008 to July 2015. Mr. Lowery earned his MBA from Loyola University in Maryland where he also received his undergraduate degree in Economics. The Company believes that Mr. Lowery is qualified to be a director as he has over 15 years of banking experience, including his experience of serving as President and CEO of Patriot Bank.
Edward N. Constantino
Edward N. Constantino Mr. Constantino has been a director of the Company since October 2010 and the Lead Independent Director since October 2018. He has over 40 years of audit, advisory and tax experience working for two major accounting firms, Arthur Anderson LLP and KPMG LLP. Mr. Constantino retired from KPMG in late 2009, where he was an Audit Partner in charge of the Firm’s real estate and asset management businesses. Mr. Constantino is a member of the Board of Directors and Chairman of the Special Committee of ARC Property Trust and a member of the Board of Directors and Chairman of the Audit Committee of VineBrook Trust and NexPoint Residential Trust. He also is the Chairman of the Real Estate and Facilities Committee and member of the Investment Committee at St. Francis College. Mr. Constantino also serves as a consultant for the law firm of Skadden Arps. Mr. Constantino’s specific skills include auditing national and multinational organizations, internal control and compliance, financial reporting, regulatory reporting, risk management, asset valuation, accounting and finance and transaction structuring. He is a licensed CPA, a Member of the American Institute of Certified Public Accountants and a Member of the New York State Society of Public Accountants. Mr. Constantino received a Bachelor of Business Administration degree from St. Francis University. The Company believes that Mr. Constantino is qualified to be a director as he has extensive audit, advisory and tax experience as an Audit Partner with KPMG.
Director Compensation
Director Compensation The following table details the compensation paid to or accrued for each of the Company’s non-employee directors in the year ended December 31, 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Edward N. Constantino | $74,025 | $14,346 | 88,371 | | Emile Van den Bol | 72,075 | 14,346 | 86,421 | | Michael J. Weinbaum | 42,225 | 14,346 | 56,571 | | Grace Doherty | 8,950 | 7,173 | 16,123 |
Director Compensation
| (1) The “Stock Awards” column represents the aggregate grant date fair value computed in accordance with ASC Topic 718 for awards of restricted stock granted under our Amended and Restated 2020 Plan (as defined below) during fiscal 2023. We calculated the estimated fair value of the restricted stock awards using the market price of our common stock on the grant date. As of December 31, 2032, the aggregate number of unvested stock awards held by each of our non-employee directors was as follows: Edward N. Constantino – 1,587; Emile Van den Bol –1,587; Michael J. Weinbaum – 1,587; and Grace Doherty – 972. |
Director Compensation
The Company’s directors who are also executive officers do not receive compensation for service on the Board of Directors or any of its committees. On an annual basis, each non-employee director receives $1,150 for each board meeting in which they participate and annual retainer fees totaling $19,100. They also receive fees ranging from $375 to $750 for each committee meeting in which they participate. In addition, non-employee directors who serve as the chair of a committee receive additional retainer fees ranging from $3,000 to $9,200 per year. In addition, each non-employee director receives an annual equity grant of restricted stock units with a grant date value of approximately $14,346 for Edward N. Constantino, Emile Van den Bol, and Michael J. Weinbaum, and $7,173 for Grace Doherty. The restricted stocks will vest in full in four equal annual installments, beginning on the first anniversary of the grant date. The Company’s directors are also reimbursed for reasonable and necessary out-of-pocket expenses incurred in connection with their service to the Company, including travel expenses.
Summary Compensation Table
Summary Compensation Table The table below sets forth, for the last two fiscal years, the compensation earned by our Chairman, Chief Executive Officer, Chief Financial Officer and two other most highly compensated executive officer who received the highest annual compensation, referred to herein as the “named executive officers” or “NEOs.”
Summary Compensation Table
| Name/Principal Position(s) | Year | Salary | Bonus and Incentive | Restricted Stock | All Other Annual Compensation(2) | Total | | David Lowery(1) Director, President and Chief Executive Officer | 2023 | $358,559 | $54,600 | $11,491 | $9,646 | $434,296 | | | 2022 | $271,500 | $54,600 | $31,800 | $7,590 | $365,490 | | Robert G. Russell(1) Former Director, President and Chief Executive Officer | 2023 | $138,083 | $130,000 | $— | $6,202 | $274,285 | | | 2022 | $368,637 | $130,000 | $— | $12,150 | $510,787 | | Joseph D. Perillo(3) Chief Financial Officer | 2023 | $287,490 | $54,600 | $— | $14,262 | $356,352 | | | 2022 | $273,888 | $54,600 | $— | $12,840 | $341,328 | | Alfred Botta Executive Vice President and Chief Payments Officer of the Bank | 2023 | $270,000 | $182,978 | $— | $9,900 | $462,878 | | | 2022 | $241,226 | $73,821 | $— | $9,150 | $324,197 |
Summary Compensation Table
| Name/Principal Position(s) | Year | Salary | Bonus and Incentive | Restricted Stock | All Other Annual Compensation(2) | Total | | Judith P. Corprew Executive Vice President and Chief Compliance & Risk Officer of Patriot Bank, N.A. | 2023 | $280,245 | $54,600 | $— | $8,262 | $343,107 | | | 2022 | $272,499 | $57,000 | $— | $5,555 | $335,054 | | Michael A. Carrazza Chairman | 2023 | $150,000 | $— | $— | $3,067 | $153,067 | | | 2022 | $150,000 | $— | $— | $2,769 | $152,769 |
Summary Compensation Table
| (1) Robert G. Russell served as our Director, President and Chief Executive Officer until April 21, 2023. On the same day, David Lowery was appointed to replace Mr. Russell as Director, President and Chief Executive Officer. |
Summary Compensation Table
| (2) The “All Other Compensation” column for the fiscal year ended December 31, 2023 and 2022 includes the following compensation items: |
Summary Compensation Table
| | 2023 | | | 2022 | | | | Named Executive Officer | Contribution to 401(k) Plan | Car Allowance | Total | Contribution to 401(k) Plan | Car Allowance | Total | | David Lowery | $9,646 | $— | $9,646 | $7,590 | $— | $7,590 | | Robert G. Russell | 4,202 | 2,000 | 6,202 | 6,150 | 6,000 | 12,150 | | Joseph D. Perillo | 8,262 | 6,000 | 14,262 | 6,840 | 6,000 | 12,840 | | Alfred Botta | 9,900 | — | 9,900 | 9,150 | — | 9,150 | | Judith P. Corprew | 8,262 | — | 8,262 | 5,555 | — | 5,555 | | Michael A. Carrazza | $3,067 | $— | $3,067 | $2,769 | $— | $2,769 |
Summary Compensation Table
| (3) Joseph D. Perillo retired as the Chief Financial Officer and Executive Vice President of the Company and the Bank, effective on October 30, 2024. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End David Lowery, President and Chief Executive Officer of the Company and the Bank had unvested equity awards of 6,000 shares at December 31, 2023.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following tables and related disclosure to illustrate the relationship between executive compensation “actually paid” (as calculated herein) and certain measures of Company financial performance.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Compensation Table Total for PEO - Robert G. Russell(1) | Compensation Table Total for PEO - David Lowery(1) | Compensation Actually Paid to PEO – Robert G. Russell(1)(3) | Compensation Actually Paid to PEO – David Lowery(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3) | Value of Initial Fixed $100 Investment Based On: | Net (loss) Income (thousands) | | | | | | | | | Total Shareholder Return | | | 2023 | $274,285 | $434,296 | $274,285 | $373,729 | $324,099 | $324,099 | $26.88 | $(4,179,000) | | 2022 | $510,787 | $— | $510,787 | $— | $286,529 | $271,799 | $59.38 | $6,161,000 | | 2021 | $448,626 | $— | $448,626 | $— | $262,829 | $330,098 | $87.11 | $5,094,000 |
Pay Versus Performance
| (1) Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) until April 21, 2023. On the same day, David Lowery was appointed to replace Mr. Russell as Director, President and Chief Executive Officer (PEO). |
Pay Versus Performance
| (2) Michael A. Carrazza, Joseph D. Perillo and David Lowery were our non-PEO NEOs for fiscal year ended December 31, 2022, and Michael A. Carrazza, Joseph D. Perillo and Alfred Botta were our non-PEO NEOs for fiscal year ended December 31, 2023. |
Pay Versus Performance
| (3) Compensation “actually paid” is calculated in accordance with Item 402(v) of Regulation S-K. For each of the years presented, the following table sets forth the adjustments made to arrive at compensation “actually paid” to our NEOs during each of the years presented. All amounts are rounded to the nearest dollar. |