Emile Van den Bol

About Emile Van den Bol

Emile Van den Bol (age 61) is an independent director of Patriot National Bancorp, Inc. (PNBK), serving on the Board since October 2010. He is CEO of Brooklawn Capital, LLC, and previously held senior structured finance roles at Deutsche Bank Securities (Global Co-Head Structured Finance; Global Head CRE CDO Group), Lehman Brothers, and Morgan Stanley. He holds a JD from the University of Amsterdam and an MBA from the Wharton School, and is designated by the Board as an Audit Committee financial expert. He is standing for re-election and is considered independent under Nasdaq rules.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Van den Bol is independent under Nasdaq listing standards; he also meets SEC criteria for Audit Committee financial expert.
• Attendance: In 2024, each incumbent director (including Mr. Van den Bol) attended at least 75% of Board and committee meetings of which they were members; all directors attended the 2024 Annual Meeting. The Board met 11 times in 2024.
• Committee assignments and roles (2024 meeting cadence shown):

• Audit Committee report: Mr. Van den Bol is a signatory to the Audit Committee’s 2024 report recommending inclusion of audited financials in the 2024 Form 10-K and ratification of RSM as auditor.

Fixed Compensation

• 2024 non-employee director pay (Emile Van den Bol):

• Fee schedule and program features:
  • Board meeting fee: $1,150 per meeting; Annual retainer: $19,100.
  • Committee meeting fees: $375–$750 per meeting.
  • Committee chair retainers: $3,000–$9,200 per year.
  • Board fees were suspended in November 2024 and remain suspended as of the proxy date.

Performance Compensation

• Annual equity grant to non-employee directors: restricted stock/RSUs with grant-date value approximately $14,346; restricted stock vests in four equal annual installments beginning on the first anniversary of grant. No performance conditions disclosed (time-based vesting).

Other Directorships & Interlocks

• The proxy biography for Mr. Van den Bol does not disclose any current public company directorships outside PNBK.

Expertise & Qualifications

• Audit Committee financial expert designation by the Board (SEC standard).
• Deep structured finance and commercial real estate capital markets experience across Deutsche Bank, Lehman Brothers, and Morgan Stanley.
• CEO of Brooklawn Capital with investing and advisory focus across real estate, securities, and operating companies.
• Education: JD (University of Amsterdam); MBA (Wharton School, University of Pennsylvania).
• Long-serving independent director (since October 2010).

Equity Ownership

• Beneficial ownership and alignment:

• Insider transactions (Form 4):

Governance Assessment

• Strengths

  • Independent director with audit committee financial expert status; co-author of 2024 Audit Committee report recommending inclusion of audited financial statements and auditor ratification.
  • High engagement across risk-sensitive committees (Audit, Compensation, Nominating & Governance as Chair, Loan Committee as Chair, Risk Committee), with disclosed 2024 meeting cadence demonstrating active oversight.
  • Attendance threshold met (≥75% of Board/committee meetings) and attendance at 2024 Annual Meeting.
  • No outstanding insider loans as of year-end 2024; related party transaction oversight by independent directors with recusals where applicable.

• Potential Risks / Red Flags

  • Board has not adopted a hedging policy for directors/officers/employees, and no anti-pledging policy is specified—this can impair alignment if hedging/pledging occurs.
  • Board fees suspended since November 2024 (signals austerity and/or financial stress; not a director-specific issue but relevant to governance environment).
  • Individual director ownership is <1% of common stock following significant recapitalization—alignment exists but is modest in percentage terms relative to outstanding shares.

• Contextual Notes

  • Independence reaffirmed under Nasdaq standards; if re-elected, Mr. Van den Bol continues qualifying as independent.
  • Board composition evolving post–Private Placement with investor-affiliated nominees; Nominating & Governance Committee (chaired by Mr. Van den Bol) retains responsibility for governance oversight during transitions.

Related Party Transactions (Director-Specific)

• The proxy does not disclose related party transactions involving Mr. Van den Bol; the Company states there were no loans to officers and directors outstanding as of December 31, 2024 and 2023; related party deposits totaled $63,000 (2024) and $64,000 (2023).

Director Compensation Program Details (Reference)