---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

---

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2020

 

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission file number 000-29599

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Connecticut		06-1559137
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

900 Bedford Street Stamford, Connecticut		06901
(Address of principal executive offices)		(Zip Code)

 

(203) 252-5900

Registrant’s telephone number

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PNBK	NASDAQ Global Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.    Yes  ☐    No  ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $7.9 million based on the last sale price of the Common Stock as of June 30, 2020 (the last business day of the most recently completed second fiscal quarter).

 

There were 3,946,576 shares of the registrant’s Common Stock issued and outstanding as of April 30, 2021.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 

EXPLANATORY NOTE

 

The Annual Report on Form 10-K (the “Annual Report”) of Patriot National Bancorp, Inc. (“Patriot”, “we”, “our”, “us”, or the “Company”) for the year ended December 31, 2020 was originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021, and this Amendment No. 1 is being filed solely to include responses to the items required by Part III of the Annual Report. This Amendment No. 1 does not reflect events occurring after March 30, 2021, the date of the filing of the Annual Report, or modify or update those disclosures that may have been affected by subsequent events.

 

As required by Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), our Chief Executive Officer and Chief Financial Officer are providing Rule 13a-14(a) certifications dated April 30, 2021 in connection with this Amendment No. 1 on Form 10-K/A and written statements pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated April 30, 2021.

 

 

TABLE OF CONTENTS

 

	Page
PART III
Item 10. Directors, Executive Officers and Corporate Governance		4
Item 11. Executive Compensation		7
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		10
Item 13. Certain Relationships and Related Transactions, and Director Independence		11
Item 14. Principal Accounting Fees and Services		11
PART IV
Item 15. Exhibits and Financial Statement Schedules		12

 

 

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance.

 

The following table sets forth information regarding our executive officers and directors. Unless otherwise indicated, each person holds the same position(s) of both Patriot and Patriot Bank, N.A. (the “Bank”).  

 

Name		Age		Position
Michael A. Carrazza		55		Director and Chairman of the Board of Directors
Robert G. Russell, Jr.		54		Director, President and Chief Executive Officer
Joseph D. Perillo		65		Executive Vice President and Chief Financial Officer
Frederick K. Staudmyer		65		Secretary and Chief Human Resources Officer of Patriot; Executive Vice President and Chief Administrative Officer of the Bank
Judith P. Corprew		59		Executive Vice President and Chief Compliance & Risk Officer of the Bank
Edward N. Constantino		74		Director
Raymond B. Smyth		75		Director
Emile Van den Bol		57		Director
Michael Weinbaum		54		Director

 

Our directors are pointed for one-year terms to hold office until the next annual meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by the Board of Directors and hold office until removed by the Board, subject to their respective employment agreements.

 

Michael A. Carrazza

 

Mr. Carrazza has been Chairman of the Board of Directors of the Company since 2010 and was Chief Executive Officer of the Company from August 2016 to July 2020. Mr. Carrazza is also CEO of Solaia Capital Advisors, an investment management company. In 2012, Mr. Carrazza led the spin-out of the Bank of Ireland’s U.S. Asset-Based Lending Group, now known as Siena Lending Group, and serves as its Chairman. In 2004, he co-founded Bard Capital Group where he sponsored several transactions in the industrial sector. From 2001 until 2003, he was principal at The Glen Rock Group, a middle market investment firm, where he structured and financed the buyout of International Surface Preparation Group, Inc. (“ISPC”) from U.S. Filter/Vivendi. He subsequently worked at ISPC as Vice President in the office of the Chairman, managing the company’s financings, restructure and subsequent sale. Mr. Carrazza 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 subsequent 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.

 

Robert G. Russell, Jr.

 

Mr. Russell was appointed as President and Chief Executive Officer of the Company and the Bank in July 2020 and Director in September 2020. Mr. Russell has more than 30 years of community banking experience. Prior to joining the Company and the Bank, Mr. Russell served as Executive Vice President and Chief Operating Officer of Millington Bank of Morris and Somerset Counties of New Jersey from 2015 to 2020. Previously, he served as President and Chief Executive Officer of NJM Bank from 2013 to 2014, and before that, as its Chief Financial and Investment Officer from 2003 to 2013. Mr. Russell has led both institutions to achieve significant growth and increases in profitability. During the period of 1990 to 2003, Mr. Russell has also spent part of his career as an Internal Auditor and as a Controller for banking institutions of various asset sizes throughout the state of New Jersey. Mr. Russell earned his bachelor’s degree from Montclair State University and a is a graduate of the Graduate School of Banking at Colorado.

 

Joseph D. Perillo

 

Mr. Perillo has served as Executive Vice President and Chief Financial Officer of the Company and the Bank since May 2017. He served as a senior executive consultant for several months beginning in January 2017, tasked with assessing the finance department’s processes and improving operations and internal controls. Mr. Perillo is a recognized finance industry leader with over two decades of experience in the banking industry, having served as Chief Accounting Officer and Chief Financial Officer for iQor Inc., a $1.5 billion global leader in business process outsourcing. He began in public accounting with KPMG and then spent over 20 years in banking with Citibank, NatWest and as Senior Vice President & Controller for GreenPoint Financial, then one of the 50 largest banking companies in the U.S. Mr. Perillo earned his Bachelor of Science in accounting from St. John’s University and is a Certified Public Accountant.

 

 

Frederick K. Staudmyer

 

Mr. Staudmyer has served as the Company’s Secretary and Chief Human Resources Officer since November 2014. He is also the Executive Vice President and Chief Administrative Officer of Patriot Bank, N.A., overseeing retail banking, human resources, retail and deposit operations, the customer support center, property development, facilities management, and marketing. Mr. Staudmyer previously served as Assistant Dean at Cornell University’s Johnson Graduate School of Management. Bringing more than 30 years of human resources, general management and corporate leadership experience, he has served at leading financial institutions where he directed talent acquisition and development, including this role at Chase Manhattan Bank, now JPMorgan Chase. He also served as President and COO at a national legal services and staffing company for over seven years. Mr. Staudmyer earned his MBA from the Johnson Graduate School of Management at Cornell and his Bachelor of Science at Cornell’s School of Industrial & Labor Relations. He has served on the board of directors of the MBA Career Services Council and as an Advisory Council Member of Cornell University’s Entrepreneurial and Personal Enterprise Program.

 

Judith P. Corprew

 

Ms. Corprew has served as Executive Vice President and Chief Compliance & Risk Officer of the Bank since March 2015, ensuring compliance with local, state and federal regulations, and risk management. She serves on management committees of the Bank for: Regulatory Compliance, Enterprise Risk, Steering and Compliance Risk Assessment. She holds a Certified Regulator Compliance Manager certification, a highly regarded recognition by the American Bankers Association. With three decades of credit and risk management experience, she has held leadership positions at community-focused financial institutions and mortgage companies throughout the Tri-State area. Early in her banking career, Ms. Corprew was awarded honors for establishing a profitable mortgage center. A staunch advocate for teaching financial literacy skills, Ms. Corprew has led educational seminars and events at local schools, clubs and community organizations. She has also held workshops on first-time home buying, credit and budgeting. She is a member of the United Way and Stamford Financial Stability Collaborative, and has served as a financial coach for United Way. She is a member of the Bank Compliance Association of Connecticut, Institute of Certified Bankers and Regulatory Compliance Group of Fairfield County. She is also a board member of The Helpers Club Scholarship Foundation of Stamford. Ms. Corprew earned her bachelor’s degree from Rutgers University and a master’s degree in finance from Post University in Waterbury, CT.

 

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.

 

Raymond Smyth

 

Mr. Smyth served as a director of the Company from November 2008 until 2010 and has again been a director of the Company since 2011. He is a retired partner in the accounting firm of Masotti & Masotti. In addition, he is a CPA and a financial expert.

 

Emile Van Den Bol

 

Mr. Van den Bol has been a director of the Company since October 2010. Mr. Van den Bol is chairman of the Companies’ Board Loan Committee and Governance and Nomination Committee. He is also a member of the Company’s Executive Committee, Audit Committee, Compensation Committee and Board Asset and Liability Committee. Mr. Van den Bol is currently the Chief Executive Officer of Brooklawn Capital, LLC. Brooklawn Capital is 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.

 

 

Michael J. Weinbaum

 

Mr. Weinbaum has been a director of the Company since October 2010. He has been the Vice President of Real Estate Operations for United Capital Corp. for more than twenty years. Mr. Weinbaum has extensive experience in real estate operations and transactions. He is a member of the International Council of Shopping Centers and has been a member of United Capital’s Board of Directors since 2005. Mr. Weinbaum currently serves on the Finance Board and Board of Trustees for St. Mary’s Healthcare for Children.

 

Delinquent Section 16(a) Reports

 

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s officers, directors and persons who own more than ten percent of the issued and outstanding shares of Common Stock to file reports of beneficial ownership and changes in beneficial ownership with the SEC and to furnish copies of all Section 16(a) forms to the Company. Based solely upon a review of Section 16(a) forms filed with the SEC,, the Company noted that, during the fiscal year ended December 31, 2020, Edward N. Constantino, Raymond Smyth, Emile Van den Bol, Michael J. Weinbaum, Directors, were each late in filing a Form 4 on May 20, 2020 regarding a grant of shares; and Robert Russell was late in filing a Form 3 on July 21, 2020.

 

Involvement in Certain Legal Proceedings

 

During the past ten years, none of our current directors or executive officers have been involved in any legal proceedings identified in Item 401(f) of Regulation S-K.

 

Nominations to the Board of Directors

 

Stockholders may recommend individuals to the Nominating and Corporate Governance Committee of the Board of Directors for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, to the Nominating Committee, c/o Corporate Secretary, Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, Connecticut 06901.

 

Code of Ethics We have a Code of Ethics that governs all of our employees, including our Chief Executive Officer, Chief Financial Officer, principal accounting officer or persons performing similar functions. A copy of our Code of Ethics was filed as Exhibit 14.3 to our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2021. We will provide a copy of our Code of Ethics free of charge to any person upon written request to us at the following address: 900 Bedford Street, Stamford, Connecticut 06901; Attn: Chief Financial Officer.

 

 

Board of Directors

 

The Board of Directors currently consists of six members. Directors serve for a one-year term until their successors are duly elected or appointed. The Board of Directors has designated a Compensation Committee, Asset Liability Committee, Audit Committee, Loan Committee, Nominating and Corporate Governance Committee, and Executive Committee of the Board.

 

-

Messrs. Constantino (chairman), Van den Bol and Weinbaum are members of the Compensation Committee;

 

-

Messrs. Russell (chairman), Constantino, Smyth, Van den Bol, and Weinbaum are members of the Asset Liability Committee;

 

-

Messrs. Constantino (chairman), Smyth, and Van den Bol are members of the Audit Committee;

 

-

Messrs. Van den Bol (chairman), Constantino, Russell and Smyth are members of the Loan Committee;

 

-

Messrs. Van den Bol (chairman), Carrazza, Constantino and Weinbaum are members of the Nominating and Corporate Governance Committee;

 

-

Messrs. Carrazza (chairman), Constantino, Smyth, and Van den Bol are members of the Executive Committee of the Board.

 

In addition to the above identical committees, the Board of Directors of the Bank also has a Compliance Committee. Messrs. Russell (chairman), Constantino and Smyth are members of the Compliance Committee.

 

Audit Committee Financial Expert

 

Our Board of Directors has determined that Edward N. Constantino and Raymond Smyth are the financial experts serving on our Audit Committee. Both Mr. Constantino and Mr. Smyth are independent directors.

 

 

Item 11.

Executive Compensation

 

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 other executive officers who received the highest annual compensation.

 

 

Name and Principal Position(s)		Year		Salary			Bonus			Restricted Stock			All Other Annual Compensation					Total
Michael A. Carrazza		2020	$	242,308		$	—		$	49,980		$	12,370		(1)		$	304,658
Chairman		2019	$	300,000		$	—		$	49,980		$	7,648		(1)		$	357,628
Robert G. Russell (2)		2020	$	126,923		$	—		$	—		$	11,126		(1) (3)		$	138,049
Director, President and Chief Executive Officer		2019	$	—		$	—		$	—		$	—				$	—
Frederick K. Staudmyer		2020	$	231,000		$	10,000		$	3,578		$	23,277		(1)		$	267,855
Secretary and Chief Human Resources Officer; Executive Vice President and Chief Administrative Officer of Patriot Bank, N.A.		2019	$	230,077		$	8,550		$	17,341		$	10,858		(1)		$	266,826
Joseph D. Perillo		2020	$	237,308		$	15,000		$	3,578		$	29,599		(1) (4)		$	285,485
Chief Financial Officer		2019	$	233,462		$	8,550		$	4,570		$	18,158		(1) (4)		$	264,740
Judith P. Corprew		2020	$	230,385		$	25,000		$	5,059		$	9,954		(1)		$	270,398
Executive Vice President and Chief Compliance & Risk Officer of the Bank, N.A.		2019	$	220,077		$	7,334		$	7,897		$	11,085		(1)		$	246,393

 

(1)	Includes company matches for 401(k) contribution, HSA account, group term life insurance, and employer cost of healthcare.
(2)	Mr. Russell has served as President and Chief Executive Officer of the Company and the Bank since July 20, 2020.
(3)	Includes $2,750 car allowance for the year ended December 31, 2020.
(4)	Includes $6,000 and $6,000 car allowance for the year ended December 31, 2020 and 2019, respectively.

 

 

Executive Compensation Incentive Plan

 

In 2017, the Company adopted the Executive Compensation Incentive Plan (the “2017 Plan”). The 2017 Plan applies to the President and all Executive Vice Presidents at Patriot Bank. The 2017 plan was developed in order to attract, retain and motivate key executives by offering compensation incentives for delivering pre-defined budgeted operating results.  The 2017 Plan is market competitive and designed to promote safe and sound business practices, where compensation objectives and risk taking are responsible, within policy guidelines and compatible with effective controls and risk-management. The 2017 Plan provides for awards based on a balance of bank results and individual executive performance. Awards are paid 50% in cash and 50% in restricted stock awards vesting over three years.

 

401(k) Plan

 

The Bank maintains a tax-qualified 401(k) Plan under Section 401(a) of the Internal Revenue Code with a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Employees become eligible to make salary reduction contributions to the 401(k) Plan on the first day of the month coinciding with or next following the date that the employee has attained 21 years of age and completed 1 month of service. Employees become eligible to receive any matching or discretionary contributions made to the 401(k) by the Bank after the completion of six months and at least 500 hours of service.

 

Under the 401(k) Plan, participants may elect to have the Bank contribute a portion of their compensation each year, subject to certain limitations imposed by the Internal Revenue Code. The 401(k) Plan permits the Bank to make discretionary matching and additional discretionary contributions to the 401(k) Plan. Participants in the 401(k) Plan may direct the investment of their accounts in several types of investment funds.

 

Participants are always 100% vested in their elective deferrals, matching and discretionary matching contributions and related earnings under the 401(k) Plan.

 

Patriot National Bancorp, Inc. 2020 Stock Plan

 

In 2011, the Company adopted the Patriot National Bancorp, Inc. 2012 Stock Plan (the “2012 Plan”), which was approved by shareholders in the 2011 annual meeting of shareholders. The 2012 Plan was amended in 2020 and renamed as the Patriot National Bancorp, Inc. 2020 Stock Plan (the “2020 Plan”). A copy of the 2020 Plan is filed hereto as an exhibit. 

 

The 2020 Plan is administered by the Compensation Committee of the Company's Board of Directors. Grants under the 2020 Plan are made in the form of restricted stock. The 2020 Plan authorizes 3,000,000 shares of the Company's Common Stock for issuance.

 

Only directors and employees of the Company are eligible to receive grants of restricted stock under the 2020 Plan. The grants of restricted stock may be subject to vesting, in one or more installments, upon the happening of certain events, upon the passage of a certain period of time. The vesting of restricted stock awards and options may be accelerated in accordance with terms of the plan. The Compensation Committee shall make the terms and conditions applicable to the vesting of restricted stock awards.

 

Under the 2012 Plan (as amended and renamed as the 2020 Plan), 32,964 shares of restricted stock were awarded in 2013, 73,558 shares of restricted stock were awarded in 2014, 12,700 shares of restricted stock were awarded in 2015, 58,084 shares of restricted stock were awarded in 2016, 5,084 shares of restricted stock were awarded in 2017, 18,323 shares of restricted stock were awarded in 2018, 9,675 shares of restricted stock were awarded in 2019, and 12,484 shares of restricted stock were awarded in 2020.

 

 

Outstanding Equity Awards

 

The following table summarizes, for each of the named executive officers, the number of shares of restricted stock vested and not yet vested as of December 31, 2020:

 

 

						Stock Awards
Name		Number of shares acquired on vesting (#)				Value realized on vesting ($)				Number of shares or units of stock that have not vested (#)				Market value of shares or units of stock that have not vested ($)				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 ($)
Michael A. Carrazza			8,400			$	149,940				-				-				2,800			$	49,980
Frederick K. Staudmyer			5,894			$	101,314				-				-				184			$	2,856
Joseph D. Perillo			894			$	15,314				-				-				184			$	2,856
Judith P. Corprew			1,768			$	28,656				-				-				158			$	2,452

 

 

Director Compensation

 

The following table details the compensation paid to or accrued for each of Patriot’s non-management directors in the year ended December 31, 2020:

 

		Fees Earned or Paid in Cash				Cash Awards				Stock Awards (1)				Option Awards				Non-Equity Incentive Plan Compensation				Change in Pension Value and Nonqualified Deferred Compensation Earnings				All Other Compensation				Total
Name		($)				($)				($)				($)				($)				($)				($)				($)
Edward N. Constantino			93,625				-0-				18,819				-0-				-0-				-0-				-0-				112,444
Raymond Smyth			77,600				-0-				18,819				-0-				-0-				-0-				-0-				96,419
Emile Van den Bol			92,525				-0-				18,819				-0-				-0-				-0-				-0-				111,344
Michael J. Weinbaum			40,100				-0-				18,819				-0-				-0-				-0-				-0-				58,919

 

(1)	The table provides the dollar value of any restricted stock awards that vested during the period. The awards may have been granted during the current period or prior periods.

 

 

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. Effective July 1, 2015, non-employee directors of the Company received pro-rated compensation increases for board and committee meeting attendance as well as retainer fees. 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.

 

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.

 

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The Company has 3,000,000 shares of Common Stock authorized for issuance under the 2020 Plan, of which 2,845,031 shares of stock are available for issuance as of April 30, 2021. The following table sets for the certain information regarding our 2020 Plan:

 

 

Equity Compensation Plans --		Number of Outstanding Shares of Restricted Stock				Number of Shares Issuable upon exercise of Outstanding Options				Weighted Average Exercise Price of Outstanding Options				Number of Shares Remaining Available for Future Issuance
Approved by the Stockholders			131,093				—			$	—				2,845,031
Not Approved by the Stockholders			23,876				—				—				—
Totals			154,969				—								2,845,031

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The table below provides certain information about beneficial ownership of Common Stock of the Company as of April 30, 2021 with respect to: (i) each person, or group of affiliated persons, who is known to the Company to own more than five percent (5%) of Company Common Stock; (ii) each of the Company’s directors; (iii) each of the Company’s executive officers; and (iv) all of the Company’s directors and executive officers as a group.

 

Except as otherwise noted, to the knowledge of the Company, all persons listed below have sole voting and dispositive power with respect to all shares of Common Stock they beneficially own, except to the extent authority is shared by spouses under applicable law. Applicable percentage ownership is based on 3,946,576 shares of Common Stock outstanding. In computing the number of shares of Common Stock beneficially owned by a person and applicable percentage of ownership of that person, we deemed outstanding shares of Common Stock subject to options held by that person that are currently exercisable or exercisable within sixty (60) days of April 30, 2021. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

 

Unless otherwise indicated, the address of each shareholder is in care of Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, CT 06901.  

 

Name of Beneficial Owner		Shares of Common Stock Beneficially Owned			Percent of Class
Michael A. Carrazza		65,154	(1)		1.65%
Robert G. Russell, Jr.		5,000	(2)		*
Joseph D. Perillo		894			*
Frederick K. Staudmyer		3,019			*
Judith P. Corprew		1,868			*
Edward N. Constantino		9,893	(3)		*
Raymond Smyth		11,075	(4)		*
Emile Van den Bol		57,506			1.46%
Michael J. Weinbaum		13,893			*
All Directors and Executive Officers		168,302			4.26%

 

*	Less than one percent (1%)

 

(1)	Includes 12,221 shares held by Solaia Capital Management Profit Sharing Plan for the benefit of Mr. Carrazza and 52,933 vested shares directly owned by Mr. Carrazza, with regard to which Mr. Carrazza has sole voting and dispositive power.
(2)	Includes 2,500 shares held in an IRA FBO for the benefit of Mr. Russell.
(3)	Includes 1,000 shares held in a SEP IRA for the benefit of Mr. Constantino.
(4)	Includes 626 shares held in an IRA for the benefit of Mr. Smyth.

 

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

In the ordinary course of business, the Bank has made loans to officers and directors (including loans to members of their immediate families and loans to companies of which a director owns 10% or more). There was one loan granted to a related party with an outstanding balance of $100,000 as of December 31, 2020. In the opinion of management, all of such loans were made in the ordinary course of business of the Bank on substantially the same terms, including interest rates and collateral requirements, as those then prevailing for comparable transactions with persons not related to the lender. The Bank believes that at the time of origination these loans neither involved more than the normal risk of collectability nor presented any other unfavorable features.

 

As of December 31, 2020, deposits by related parties aggregated $189,000.

 

Information about transactions involving related persons is assessed by the Company’s independent directors. Related persons include the Company’s directors and executive officers as well as immediate family members of directors and officers. If the independent directors approve or ratify a material transaction involving a related person, then the transaction would be disclosed in accordance with the SEC rules. If the related person is a director, or a family member of a director, then that director would not participate in those discussions.

 

Board Independence

 

The Company is subject to the listing standards of the SEC rules pertaining to director independence, and the Company believes that Messrs. Constantino, Smyth, Van den Bol and Weinbaum are “independent” directors as that term is defined by applicable listing standards of the Nasdaq stock market and SEC rules, including the rules relating to the independence standards of an audit committee and the non-employee definition of Rule 16b-3 promulgated under the Exchange Act.

 

Item 14.

Principal Accounting Fees and Services

 

The following table sets forth the aggregate amounts of principal accounting fees we paid to our independent registered public accountants for professional services performed in fiscal years ended December 31, 2020 and 2019 for: (i) audit fees – consisting of fees billed for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) audit-related fees – consisting of fees billed for services rendered that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees; (iii) tax fees – consisting of fees billed for services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other fees – consisting of fees billed for all other services rendered.

 

		Year Ended December 31,
		2020				2019
Audit fees (1)		$	359,355			$	392,710
Audit related fees (2)			-				15,750
All other fees			16,800				16,013
		$	376,155			$	424,473

 

(1)	Audit fees with respect to the year ended December 31, 2020 and 2019 represent fees billed to the Company by RSM for professional services rendered in connection with RSM’s quarterly reviews and annual audits.
(2)	Audit-related fees with respect to the year ending December 31, 2020 and 2019 represent fees paid to RSM.

 

Audit Committee Pre-Approval Policies and Procedures

 

The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by the Company’s independent registered public accountants. The Audit Committee will consider annually and, if appropriate, approve the provision of audit services by its external auditor and consider and, if appropriate, pre-approve the provision of certain defined audit and non-audit services. The Audit Committee also will consider on a case-by-case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved.

 

Any proposed engagement that does not fit within the definition of a pre-approved service may be presented to the Audit Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at its next regular meeting. The Audit Committee will regularly review summary reports detailing all services being provided to the Company by its external auditor.

 

The Audit Committee approved the audit-related fees, tax fees and all other fees set forth above for the years ended December 31, 2020 and 2019.

 

 

PART IV

 

Item 15.

Exhibits and Financial Statement Schedules

 

(b) Index to Exhibits

 

10.1	Patriot National Bancorp, Inc. 2020 Restricted Stock Award Plan*
31.1	Certification of CEO required by Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of CFO required by Section 302 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of CEO and CFO required by Section 906 of the Sarbanes-Oxley Act of 2002*

 

*	Filed herewith

 

 

 

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	PATRIOT NATIONAL BANCORP, INC.
Date: April 30, 2021	By:	/s/ Robert G. Russell
		Robert G. Russell
		Chief Executive Officer (Principal Executive Officer)

 

	By:	/s/ Joseph D. Perillo
		Joseph D. Perillo
		Executive Vice President and Chief Financial Officer (Principal Financial Officer)