DEF 14A of Patriot National Bancorp Inc
Filed Apr 27, 2026 · FY20250001140361-26-017156
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, 2025:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | All Other Compensation | Total | | Michael A. Carrazza | $51,667 | $100,000 | $— | $— | $151,667 | | Anahit Magzanyan | 35,000 | 100,000 | — | — | 135,000 | | Edward N. Constantino | 42,500 | 100,000 | — | — | 142,500 | | Mario De Tomasi | 57,500 | 100,000 | — | — | 157,500 | | Emile Van den Bol | 35,000 | 100,000 | — | — | 135,000 | | Jonathan Roth(3) | 5,750 | 46,027 | — | — | 51,777 | | Jeffrey Seabold(2) | 370,000 | 400,000 | 44,000 | 69,866 | 883,866 | | Ida Liu(3)(4) | 5,750 | 46,027 | — | — | 51,777 |
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 units granted under our 2025 Plan during fiscal 2025. We calculated the estimated fair value of the restricted stock unit (“RSU”) awards using the market price of our common stock on the grant date. As of December 31, 2025, the aggregate number of unvested RSU and stock awards issued under our 2025 Plan held by each of our non-employee directors was as follows: Michael A. Carrazza – 66,667; Edward N. Constantino –68,988; Mario De Tomasi – 66,667; Anahit Magzanyan – 66,667; Jonathan Roth – 37,727; Jeffrey Seabold – 400,000 and options to purchase 400,000 shares of common stock; Ida Liu – 37,727; and Emile Van den Bol – 52,321. |
DIRECTOR COMPENSATION
| (2) Mr. Seabold did not receive the non-employee director compensation described below. Mr. Seabold’s compensation is pursuant to a separate Director’s Services Agreement with the Bank under which he has received RSUs, stock options, and cash compensation. |
DIRECTOR COMPENSATION
| (3) Jonathan Roth and Ida Liu were appointed to the Board of Directors effective November 19, 2025. Amounts reflect compensation earned from their respective appointment dates through December 31, 2025. |
DIRECTOR COMPENSATION
| (4) Ms. Liu’s unvested restricted stock awards were forfeited upon her resignation from the Board effective April 2, 2026. |
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 of the Company’s non-employee directors receives annual retainer fees of $50,000, and an additional $20,000 if they also serve on the Bank Board. In addition, a non-employee director who serves as the chair of the Audit Committee receives $15,000 and a non-employee-director chair of the Compensation, Nominating and Governance committees receives $5,000. In addition, each non-employee director receives an annual equity grant of restricted stock units with a grant date value of approximately $75,000 and an additional $25,000 in grant date value if they also serve on the Bank board. The restricted stocks units vest in full over three equal annual installments, beginning on the first anniversary of the grant date, except for Mr. Roth and Ms. Liu, who joined the Board in November 2025 and received a pro-rata award for that year, which vest on the same date as the other non-employee director awards described herein. 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 Chief Executive Officer, and two other most highly compensated executive officers 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 | Stock Awards(1) | All Other Compensation(2) | Total | | Steven A. Sugarman President and Chief Executive Officer of the Company; President and Chief Executive Officer of the Bank | 2025 | $115,385 | $800,000 | $6,382,229 | $5,769 | $7,303,382 | | | 2024 | $— | $— | $— | $— | $— | | David Lowery* Former Chief Executive Officer of the Company; former President and Chief Executive Officer of the Bank | 2025 | $167,692 | $— | $— | $20,267 | $187,959 | | | 2024 | $400,000 | $— | $250,002 | $9,885 | $659,887 | | Carlos P. Salas Chief Financial Officer of the Company; Chief Financial Officer of the Bank | 2025 | $156,731 | $150,000 | $1,000,000 | $2,773 | $1,309,504 | | | 2024 | $— | $— | $— | $— | $— | | William Paul Simmons Executive Vice President and Chief Credit Officer of the Bank | 2025 | $249,231 | $150,000 | $1,000,000 | $6,379 | $1,405,610 | | | 2024 | $— | $— | $— | $— | $— |
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
| (1) The “Stock Awards” column represents the aggregate grant date fair value computed in accordance with ASC Topic 718 for awards of restricted stock units or restricted stock granted under our 2025 Plan and 2020 Plan, respectively, during the fiscal years 2025 and 2024. We calculated the estimated fair value of the restricted stock awards using the market price of our common stock on the grant date. |
Summary Compensation Table
| (2) The “All Other Compensation” column for the fiscal year ended December 31, 2025 and 2024 includes the following compensation items: |
Summary Compensation Table
| | 2025 | | | 2024 | | | Named Executive Officer | Contribution to 401(k) Plan | Unused Vacation Payment | Total | Contribution to 401(k) Plan | Total | | Steven A. Sugarman | $— | $5,769 | $5,769 | $— | $— | | David Lowery | 5,475 | 14,792 | 20,267 | 9,885 | 9,885 | | Carlos P. Salas | — | 2,773 | 2,773 | — | — | | William Paul Simmons | 462 | 5,918 | 6,379 | — | — |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following named executive officers of the Company had unvested restricted stock unit awards at December 31, 2025:
Outstanding Equity Awards at Fiscal Year-End
| Name | Number of Unvested Equity Awards (RSUs) | | Steven A. Sugarman | 2,149,710 | | Carlos P. Salas | 1,000,000 | | William Paul Simmons | 1,000,000 |
Outstanding Equity Awards at Fiscal Year-End
Each award represents restricted stock units that vest in accordance with the applicable award agreement and are generally settled in shares of the Company’s common stock upon vesting.
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 – Steven A. Sugarman(1) | Compensation Table Total for PEO – David Lowery(1) | Compensation Table Total for PEO – Robert G. Russell(1) | Compensation Actually Paid to PEO – Steven A. Sugarman(1)(3) | 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 | | | 2025 | $7,303,382 | $187,959 | $— | $9,821,089 | $187,959 | $— | $1,357,557 | $2,177,557 | $18.31 | $(12,710) | | 2024 | $— | $659,887 | $— | $— | $537,816 | $— | $598,579 | $598,579 | $15.20 | $(39,882) | | 2023 | $— | $434,296 | $274,285 | $— | $384,860 | $274,285 | $409,615 | $409,615 | $26.88 | $(4,179) |
Pay Versus Performance
| (1) Steven A. Sugarman was appointed President of the Company and a Director on December 30, 2024. On July 2, 2025, he was appointed Chief Executive Officer of the Company, and Chief Executive Officer and President of the Bank and served as Director, President and Chief Executive Officer (PEO) for the remainder of fiscal year ended December 31, 2025. David Lowery served as our Chief Executive Officer (PEO) for the fiscal year ended December 31, 2024. David Lowery resigned as Chief Executive Officer of the Company (PEO), and Chief Executive Officer and President of the Bank effective April 15, 2025. Robert G. Russell served as our Director, President and Chief Executive Officer (PEO) until April 21, 2023 and David Lowery served for the remainder of fiscal year 2023. |
Pay Versus Performance
| (2) Carlos P. Salas and William Paul Simmons were our non-PEO NEOs for fiscal year ended December 31, 2025. Joseph D. Perillo and Alfred Botta were our non-PEO NEOs for fiscal year ended December 31, 2024 and 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. |
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 2025, 2024 and 2023.