Frederick Staudmyer
PATRIOT NATIONAL BANCORPAbout Frederick Staudmyer
Frederick K. Staudmyer (age 69) is Secretary and Chief Human Resources Officer of Patriot National Bancorp, Inc. (PNBK) and EVP/Chief Administrative Officer of Patriot Bank, N.A., overseeing human resources, retail and business banking, corporate governance, property development, and facilities management; he has held these roles since November 2014 . His background spans >30 years in HR and corporate leadership, including Assistant Dean at Cornell’s Johnson Graduate School of Management; CHRO roles at Ziff Communications and Ziff Davis Publishing; talent leadership at Chase Manhattan Bank (now JPMorgan Chase); and co-founder/President/COO of a national legal services and staffing company; he holds an MBA from Cornell Johnson and a BS from Cornell ILR and serves on the Board of the Human Services Council of Connecticut . Company performance context: PNBK reported net income of $6.161 million in 2022, net losses of $4.179 million in 2023 and $39.882 million in 2024; total shareholder return (TSR) indexed to an initial $100 investment was $59.38 (2022), $26.88 (2023), and $15.20 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cornell University – Johnson Graduate School of Management | Assistant Dean | — | Leadership in graduate business education and administrative oversight |
| Chase Manhattan Bank (now JPMorgan Chase) | Directed talent acquisition and development | — | Built talent pipelines and leadership development in large financial institution |
| Ziff Communications | Chief Human Resources Officer | — | Led HR strategy across media/communications businesses |
| Ziff Davis Publishing | Chief Human Resources Officer | — | Drove HR operations and organizational development in publishing |
| National legal services & staffing company | Co‑founder; President & COO | — | Founded and operated national services platform for 7+ years |
External Roles
| Organization | Role | Years |
|---|---|---|
| Human Services Council of Connecticut | Director (Board of Directors) | — |
| MBA Career Services Council | Director (past) | — |
| Cornell University – Entrepreneurial and Personal Enterprise Program | Advisory Council Member (past) | — |
Fixed Compensation
- Not disclosed for Staudmyer in the 2024–2025 Summary Compensation Tables; he is not listed among named executive officers (NEOs) for those years .
Performance Compensation
2017 Executive Compensation Incentive Plan (structure-level, applies to President and all EVPs)
| Feature | Terms |
|---|---|
| Award basis | Balance of bank results and individual executive performance; designed for safe & sound practices |
| Payout mix | 50% cash, 50% restricted stock awards vesting over three years (under the 2017 Plan) |
| Awards in recent years | No awards issued under the 2017 Plan during 2023 and 2022 |
2025 Omnibus Equity Incentive Plan – Change-in-Control and Adjustments (plan-level)
| Provision | Terms |
|---|---|
| CIC vesting (no replacement award) | Options/SARs become fully vested; full-value awards vest in full; performance awards vest at greater of target or actual to measurement date |
| CIC vesting (replacement award) | No acceleration at CIC; if terminated within 24 months for qualifying reasons, replacement awards vest in full and options/SARs exercisable per specified windows (double‑trigger) |
| Replacement award definition | Must match type, value at CIC date, relate to public equity of survivor, have substantially identical vesting/terms, and be no less favorable to participant |
| Adjustments for transactions/share changes | Committee may adjust share limits, award counts, and exercise prices for corporate transactions, stock splits, spinoffs, extraordinary dividends, etc. |
| Regulatory limits | No acceleration if impermissible under FDIC or other governmental rules |
| Repricing | Explicit prohibition of option/SAR repricing without shareholder approval |
| Plan maximums | Up to 20% of then‑outstanding shares (not less than 10,000,000); no new grants under 2020 plan after Effective Date |
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common) | 4,522 shares; <1% of class | As of record date; percent reflects “less than 1%” designation |
| Shares outstanding (record date) | 76,259,670 | For computing ownership context |
| Unvested equity awards (12/31/2024) | 2,639 | Outstanding equity awards at FY‑end |
| Section 16(a) compliance | Late Form 4 filing in connection with restricted stock grant | Company disclosed late filings for several executives including Staudmyer |
| Anti‑hedging/pledging policy | Board has not adopted a hedging policy | No hedging policy in 2025 and 2024 proxies; pledging status not specified |
| Clawback policy | Adopted Nov 30, 2023 | Compensation Committee may recoup erroneously awarded compensation upon accounting restatement |
Employment Terms
- No individual employment agreement or severance/change‑of‑control terms specific to Staudmyer are disclosed in the 2025 proxy; employment agreements referenced pertain to other executives (e.g., Sugarman, Simmons, Miranda) . Plan‑level CIC provisions apply to equity awards as described above .
Performance & Company Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net income (loss) ($000s) | 6,161 | (4,179) | (39,882) |
| TSR – value of $100 initial investment | $59.38 | $26.88 | $15.20 |
Investment Implications
- Alignment: Staudmyer’s direct common ownership is modest (4,522 shares, <1%), with 2,639 unvested awards at 12/31/2024; alignment via equity is present but limited in magnitude relative to total shares outstanding .
- Governance signals: Late Section 16 Form 4 filing indicates process/control friction; company has a clawback policy (restatement‑triggered recoupment) but lacks a hedging policy, which reduces alignment protections against downside hedging for insiders .
- Incentive design: The EVP‑level 2017 Plan (cash/RS vesting mix) emphasizes performance linkage, but the absence of awards in 2023–2022 suggests limited variable incentive realization in recent years; the 2025 Omnibus Plan adds structured CIC/double‑trigger mechanisms and anti‑repricing protections .
- Retention risk: Tenure since 2014 suggests institutional knowledge and low near‑term transition risk; lack of disclosed individual severance or employment protections for Staudmyer implies retention relies more on role continuity and plan‑level equity than on contract economics .
- Trading pressure assessment: Without Form 4 transaction data here, direct selling pressure cannot be assessed; however, small unvested award count and modest ownership imply limited mechanical selling from vest schedule alone, while the absence of a hedging policy could permit risk‑reducing transactions unless otherwise restricted by internal policy or blackout periods .