Edward Constantino
PATRIOT NATIONAL BANCORPAbout Edward N. Constantino
Edward N. Constantino (age 78) is an independent director of Patriot National Bancorp, Inc. (PNBK) since October 2010 and has served as Lead Independent Director since October 2018. He is a retired KPMG LLP Audit Partner (retired late 2009) with over 40 years of audit, advisory, and tax experience including prior work at Arthur Andersen LLP; he is a licensed CPA and member of AICPA and the New York State Society of CPAs, with a BBA from St. Francis University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner; led real estate and asset management businesses | Retired late 2009 | Internal control, compliance, financial reporting, regulatory reporting, risk management, asset valuation |
| Arthur Andersen LLP | Audit/advisory/tax roles | Not disclosed | Audit and financial reporting experience |
| Skadden, Arps | Consultant | Current | Advisory work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARC Property Trust | Director; Chairman of Special Committee | Current | Special Committee leadership |
| VineBrook Trust | Director; Audit Committee Chair | Current | Audit oversight |
| NexPoint Residential Trust | Director; Audit Committee Chair | Current | Audit oversight |
| St. Francis College | Chair, Real Estate & Facilities Committee; Member, Investment Committee | Current | Facilities and investment oversight |
Board Governance
- Independence: Determined independent under Nasdaq listing standards; qualifies if elected in 2025 .
- Lead Independent Director: Serving since October 2018 .
- Attendance: Board met 11 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role | Independence Status | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Chair | Independent; financial expert | 10 |
| Compensation Committee | Chair | Independent | 4 |
| Executive Committee | Member | N/A (mixed) | 0 (did not meet) |
| Nominating & Governance Committee | Member | Independent | 2 |
| Asset & Liability Committee | Member | N/A | 5 |
| Loan Committee | Member | N/A | 3 |
| Risk Committee | Member | N/A | 3 |
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $71,050 |
| Annual Retainer (policy) | $19,100 |
| Board Meeting Fee (policy) | $1,150 per meeting |
| Committee Meeting Fees (policy) | $375–$750 per meeting |
| Committee Chair Retainer (policy) | $3,000–$9,200 per year |
| Board Fee Status | Board fees suspended in November 2024 and remain suspended as of proxy date |
Performance Compensation
| Equity Award (FY 2024) | Detail |
|---|---|
| Stock Awards (grant date fair value) | $14,346 (RSUs under 2020 Plan) |
| Vesting | RSUs vest in four equal annual installments beginning on first anniversary of grant date |
| Unvested Stock Awards Outstanding (12/31/2024) | 3,846 units |
No director performance metrics were disclosed for equity vesting; RSU vesting is time-based .
Other Directorships & Interlocks
| Company/Entity | Role | Notes |
|---|---|---|
| ARC Property Trust | Director; Chair, Special Committee | External role |
| VineBrook Trust | Director; Audit Committee Chair | External role |
| NexPoint Residential Trust | Director; Audit Committee Chair | External role |
| St. Francis College | Committee Chair/Member | External role (non-profit/academic) |
Expertise & Qualifications
- CPA; extensive audit and financial reporting expertise; internal controls, regulatory reporting, risk management, asset valuation, transaction structuring .
- Board-recognized Audit Committee financial expert (with Van den Bol) .
- Sector experience: real estate and asset management; advisory roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Edward N. Constantino | 17,433 | <1% | Includes 1,000 shares held in a SEP IRA |
| Unvested Director RSUs (12/31/2024) | 3,846 | — | RSUs under 2020 Plan; time-based vesting |
Additional alignment policies:
- Anti-hedging/pledging: The Board has not adopted a hedging policy; pledging policy not disclosed (red flag) .
- Clawback: Executive officer clawback policy adopted November 30, 2023; applies to erroneously awarded compensation after accounting restatement .
Governance Assessment
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Strengths:
- Long-tenured independent director and Lead Independent Director with deep audit expertise; chairs Audit and Compensation Committees, recognized as audit financial expert .
- Compliance indicators: Company reported timely Section 16 filings for 2024 except certain individuals; no late filings attributed to Constantino .
- Attendance: At least 75% attendance across Board/committees, with full director attendance at the 2024 annual meeting .
-
Potential concerns and red flags:
- Anti-hedging policy not adopted; absence of a formal hedging restriction may weaken alignment (red flag) .
- Significant committee concentration (Audit and Compensation chair; member of ALCO, Loan, Risk, Executive) can strain oversight bandwidth amid strategic transformation and financing activity .
- Related-party exposure is limited; the Company reports no outstanding loans to officers/directors and minimal related-party deposits; recent capital transactions involved other directors/nominees but not Constantino directly .
-
Director compensation mix and alignment:
- FY 2024 compensation tilted toward cash ($71,050 cash fees vs. $14,346 equity), though Board fees were suspended from November 2024, signaling cost discipline; RSU vesting is time-based without disclosed performance metrics .
-
Ownership:
- Modest personal stake (<1%); explicit stock ownership guidelines for directors not disclosed .
Overall, Constantino’s independence, financial expertise, and committee leadership are positives for investor confidence; lack of anti-hedging policy and heavy committee load are governance risks to monitor, especially as PNBK executes equity plan and charter changes approved in 2025 .