DEF 14A of Patriot National Bancorp Inc
Filed May 27, 2025 · FY20240001140361-25-020413
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.
Emile Van den Bol
Emile Van den Bol Mr. Van den Bol has been a director of the Company since October 2010. Mr. Van den Bol has been the Chief Executive Officer of Brooklawn Capital, LLC, an investment management company which advises and invests in and finances real estate, securities and operating companies. Mr. Van den Bol retired in 2010 as Managing Director of the Commercial Real Estate Group of Deutsche Bank Securities, Inc. Mr. Van den Bol joined Deutsche Bank in 2001 as Managing Director and held several executive positions in the Commercial Real Estate Group including Global Co-Head Structured Finance, Global Head Commercial Real Estate CDO Group and Member of the Global Commercial Real Estate Executive Committee. Mr. Van den Bol was from 2005 to 2009 a Governor of the Board of the Commercial Mortgage Securities Association. From 1996 to 2001 Mr. Van den Bol was employed by Lehman Brothers where he held a number of positions including Head of Esoteric Principal Finance Group and Co-Head of Lehman Brothers Franchise Conduit. Mr. Van den Bol was a member of Morgan Stanley’s Structured Finance Group from 1991 to 1996. Mr. Van den Bol received a Juris Doctor degree from University of Amsterdam and an MBA degree from the Wharton School of the University of Pennsylvania. The Company believes that Mr. Van den Bol is qualified to be a director as he has extensive financial services and investment banking experience and is a financial expert.
Alon Abady
Alon Abady Mr. Abady has been the Chief Executive Officer of Waterfall Bridge Capital, a real estate lending company, since 2017, overseeing business development, capital raises, portfolio management and risk assessment. Mr. Abady also serves as the President of Abady Holdings Corporation, a real estate investment and development corporation, a position he has held since 1997. Mr. Abady holds a Political Science degree from the UCLA. The Company believes that Mr. Abady is qualified to be a director as he has an extensive background in the real estate lending industry.
Anahit Magzanyan
Anahit Magzanyan Ms. Magzanyan currently serves as President of Los Angeles Times Studios, a position she has held since September 2024, where she leads audio video and streaming content, business operations, and revenue strategy and growth across the Los Angeles Times businesses and affiliates, as well as holds financial oversight responsibilities. Since March 2020, Ms. Magzanyan has also served as the Chief of Staff to the Executive Chairman and the Chief Strategy and Revenue Officer of the Los Angeles Times. From January 2017 through January 2020, Ms. Magzanyan served as President and Chief Executive Officer of the Los Angeles Business Journal, where she oversaw the Chief Financial Officer and finance department for the award-winning business publication. Ms. Magzanyan received a Bachelor of Arts degree from California State University, Northridge, and an MBA from University of La Verne. The Company believes that Ms. Magzanyan is qualified to be a director as she has extensive experience in general business matters.
Carlos P. Salas
Carlos P. Salas Mr. Salas has more than two decades of experience in finance, law, and executive leadership, specializing in building financial services and operating businesses. Since 2019, Mr. Salas has served as President and a member of the board of directors of The Change Company, an investment holding company operating lending and capital markets businesses focused on serving underbanked borrowers, and as Chairman of its subsidiary mortgage lender Change Lending LLC. Mr. Salas has also led certain of The Change Company subsidiaries as Chief Executive Officer, including Change Lending, LLC from 2021 to April 2025. From 2012 to 2019 Mr. Salas served as President and Chief Executive Officer of national securities clearing firm Axos Clearing LLC (previously COR Clearing LLC) and Chief Financial Officer of its parent company until their successful sale to Axos Financial, LLC. In 2016 and 2017 Mr. Salas served as Executive Vice President and Chief of Staff of Banc of California, Inc. (NYSE: BANC) and its subsidiary bank. From 2004 to 2010, Mr. Salas was a co-founder of Dolphin Advisors, L.L.C., which managed a private-equity investment fund focused on middle-market opportunities, and served on various public boards of directors of its portfolio companies. Before joining Dolphin Advisors, Mr. Salas was an investment banker with Donaldson, Lufkin & Jenrette, Inc. (“DLJ”) in their Los Angeles office. Prior to joining DLJ, Mr. Salas practiced law with Cleary, Gottlieb, Steen & Hamilton in New York. Mr. Salas earned his Bachelor of Arts degree from NYU and his Juris Doctor from University of Chicago Law School. The Company believes that Mr. Salas is qualified to be a director as he has an extensive background in business leadership and the financial services industry.
Mario De Tomasi
Mario De Tomasi Mario De Tomasi is a distinguished financial executive and entrepreneur with over 25 years of experience in mortgage finance, and capital markets. Throughout his career, he has consistently demonstrated exceptional leadership in driving innovation, operational excellence, and strategic growth across the financial services industry. Mr. De Tomasi’s professional journey began at GE Capital, where he served as Vice President before advancing to Executive Vice President at Clear Channel Communications in 1996. His entrepreneurial vision led him to co-found several successful ventures, including Eloan Equity Connect in 2006, which became the industry leader in online home equity lending. In 2009, Mr. De Tomasi co-founded Commerce Home Mortgage as an affiliate of Redding Bank of Commerce, initially serving as Chief Financial Officer. He later led the successful buyout of the mortgage division in 2012, assuming the role of Chief Executive Officer and expanding operations nationwide. Mr. De Tomasi guided the company through its successful acquisition by The Change Company, a U.S. Treasury-certified Community Development Financial Institution (CDFI), in 2022, which has established a reputation for excellence in serving underserved communities and promoting sustainable homeownership. Mr. De Tomasi has been serving on the board of directors of The Change Company since 2018. Mr. De Tomasi also co-founded Street-Smart Valuations, an innovative technology-driven real estate valuation firm serving institutional investors. He continues to leverage his expertise in ventures that integrate finance, technology, and social responsibility. A graduate of Saint Mary’s College of California in Moraga with a Bachelor’s degree in management, Mr. De Tomasi brings to the board exceptional strategic insight, proven operational discipline, and a demonstrated commitment to inclusive economic growth. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES.
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, 2024:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Edward N. Constantino | $71,050 | $14,346 | $85,396 | | Emile Van den Bol | 69,500 | 14,346 | 83,846 | | Michael J. Weinbaum | 49,000 | 14,346 | 63,346 | | Grace Doherty | 39,500 | 14,346 | 53,846 | | Steven A. Sugarman | — | — | — |
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 2020 Plan during fiscal 2024. 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, 2024, the aggregate number of unvested stock awards held by each of our non-employee directors was as follows: Edward N. Constantino - 3,846; Emile Van den Bol -3,846; Michael J. Weinbaum - 3,846; and Grace Doherty - 3,846. |
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, Michael J. Weinbaum, and 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. Board fees were suspended in November 2024 and continue to be suspended as of the date of this proxy statement.
Summary Compensation Table
Summary Compensation Table The table below sets forth, for the last two fiscal years, the compensation earned by our Chief Executive Officer, Chief Financial Officer and three 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(1) | Total | | David Lowery* Former Chief Executive Officer of the Company and former President and Chief Executive Officer of the Bank | 2024 | $400,000 | $— | $5,820 | $9,885 | $415,705 | | | 2023 | $358,559 | $54,600 | $11,491 | $9,646 | $434,296 | | Joseph D. Perillo** Former Chief Financial Officer | 2024 | $283,815 | $325,000 | $— | $11,772 | $620,587 | | | 2023 | $287,490 | $54,600 | $— | $14,262 | $356,352 | | Alfred Botta Executive Vice President and Chief Payments Officer of the Bank | 2024 | $272,942 | $293,279 | $— | $10,350 | $576,571 | | | 2023 | $270,000 | $182,978 | $— | $9,900 | $462,878 | | Thomas Slater*** Former Executive Vice President and Chief Credit Officer of the Bank | 2024 | $264,250 | $60,000 | $8,125 | $1,573 | $333,948 | | | 2023 | $260,000 | $25,000 | $— | $650 | $285,650 | | Steven Grunblatt Executive Vice President and Chief Information Office of the Bank | 2024 | $270,375 | $— | $1,449 | $8,111 | $279,935 | | | 2023 | $269,466 | $52,500 | $— | $8,084 | $330,050 | | David Finn**** Former Chief Financial Officer | 2024 | $97,981 | $— | $— | $— | $97,981 | | | 2023 | $— | $— | $— | $— | $— |
Summary Compensation Table
| * David Lowery resigned as Chief Executive Officer of the Company and President and Chief Executive Officer of the Bank effective April 15, 2025. |
Summary Compensation Table
| ** Joseph D. Perillo served as our Chief Financial Officer until October 30, 2024. On the same day, David Finn was appointed to replace Mr. Perillo as Interim Chief Financial Officer. |
Summary Compensation Table
| *** Thomas Slater retired as Executive Vice President and Chief Credit Officer of the Bank effective May 15, 2025. |
Summary Compensation Table
| **** On January 14, 2025, David Finn was appointed Chief Financial Officer and Executive Vice President. David Finn resigned to pursue other opportunities effective May 15, 2025. |
Summary Compensation Table
| (1) The “All Other Compensation” column for the fiscal year ended December 31, 2024 and 2023 includes the following compensation items: |
Summary Compensation Table
| | 2024 | | | 2023 | | | | Named Executive Officer | Contribution to 401(k) Plan | Car Allowance | Total | Contribution to 401(k) Plan | Car Allowance | Total | | David Lowery | $9,885 | $— | $9,885 | $9,646 | $— | $7,590 | | Joseph D. Perillo | 6,272 | 5,500 | 11,772 | 8,262 | 6,000 | 12,150 | | Alfred Botta | 10,350 | — | 10,350 | 9,900 | — | 12,840 | | Thomas Slater | 1,573 | — | 1,573 | 650 | — | 650 | | Steven Grunblatt | 8,111 | — | 8,111 | 8,084 | — | 8,084 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following Executive Officers of the Company and the Bank had unvested equity awards at December 31, 2024:
Outstanding Equity Awards at Fiscal Year-End
| Name | Number of Unvested Equity Awards | | David Lowery | 68,790 | | Thomas Slater | 5,103 | | Steven Grunblatt | 1,496 | | David Finn | 53,125 | | Frederick K. Staudmyer | 2,639 |
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 our financial performance.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Compensation Table Total for PEO - David Lowery(1) | Compensation Table Total for PEO - Robert G. Russell(1) | Compensation Actually Paid to PEO - David Lowery(1)(3) | Compensation Actually Paid to PEO - Robert G. Russell(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 | | | 2024 | $415,705 | $— | $634,416 | $— | $510,369 | $504,892 | $15.20 | $(39,882,000) | | 2023 | $434,296 | $274,285 | $373,729 | $274,285 | $324,099 | $324,099 | $26.88 | $(4,179,000) | | 2022 | $— | $510,787 | $— | $510,787 | $286,529 | $271,799 | $59.38 | $6,161,000 |
Pay Versus Performance
| (1) David Lowery served as our Director, President and Chief Executive Officer (PEO) for fiscal year ended December 31, 2024. 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). Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) for fiscal year ended December 31, 2022. |
Pay Versus Performance
| (2) Joseph D. Perillo, Alfred Botta and Thomas Slater were our non-PEO NEOs for fiscal year ended December 31, 2024. Michael A. Carrazza, Joseph D. Perillo and Alfred Botta were our non-PEO NEOs for fiscal year ended December 31, 2023. Michael A. Carrazza, Joseph D. Perillo and David Lowery were our non-PEO NEOs for fiscal year ended December 31, 2022. |
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. |
Relationships Between Performance Measures and Compensation Actually Paid
Relationships Between Performance Measures and Compensation Actually Paid The charts below demonstrate the relationship between Compensation Actually Paid (“CAP”) to our NEOs and Total Shareholder Return (“TSR”), and Net Income (Loss) for each of 2024, 2023 and 2022.