Mario De Tomasi

About Mario De Tomasi

Mario De Tomasi (age 65) is an independent director nominee of Patriot National Bancorp, Inc. (PNBK) elected at the June 26, 2025 annual meeting subject to Federal Reserve non‑objection; he brings 25+ years in mortgage finance and capital markets, with prior executive roles at GE Capital, Clear Channel Communications, and as co‑founder/CEO of Commerce Home Mortgage (acquired by The Change Company in 2022). He holds a Bachelor’s degree in management from Saint Mary’s College of California and has served on The Change Company’s board since 2018 .

Past Roles

External Roles

Board Governance

• Independence: If elected and seated, De Tomasi qualifies as an independent director under Nasdaq standards .
• Election status: Elected by shareholders on June 26, 2025, but seating is contingent on FRB non‑objection (same condition applied to Abady and Salas); as of July 2, 2025, the standing Board pending FRB consisted of Carrazza, Sugarman, Constantino, Van den Bol, and Magzanyan .
• Committee assignments: Not disclosed yet for De Tomasi. 2024 committee rosters were Constantino (Audit Chair; Compensation Chair), Van den Bol (Nominating/Gov Chair; Loan Chair), Weinbaum (member); Risk and ALCO membership noted for incumbents; 2024 Board met 11 times and each incumbent director attended ≥75% of meetings .
• Anti‑hedging/pledging: Board has not adopted a hedging policy; clawback policy adopted for executive officers (Nov 30, 2023). Omnibus Equity Plan subjects awards to clawback policy .

Fixed Compensation

PNBK’s non‑employee director pay framework (pre‑suspension) and 2024 actuals:

2024 director cash/equity totals (De Tomasi was not a director in 2024):

Vesting for director RSUs: Four equal annual installments beginning on first anniversary of grant date; examples of unvested director awards at 12/31/24 were 3,846 units per non‑employee director shown above .

Performance Compensation

• Equity grants: Non‑employee directors receive annual restricted stock/RSUs (historically ~$14,346 grant‑date value); vest time‑based in 4 tranches; no disclosed performance metrics for director equity under the legacy 2020 plan .
• 2025 Omnibus Equity Incentive Plan: Allows RSUs, options, SARs, performance units; share limit equal to 20% of outstanding shares (min 10,000,000). Awards may include performance goals, but director‑specific metrics are not disclosed; change‑in‑control provisions generally rely on accelerated vesting if no replacement awards, and double‑trigger vesting for equivalent replacements .

Other Directorships & Interlocks

• Interlocks with The Change Company: De Tomasi is a director at The Change Company (since 2018); PNBK’s President/CEO Steven Sugarman is CEO and a director/manager of The Change Company and affiliates; Carlos Salas (PNBK director nominee) is President/Chair at Change Lending and The Change Company; Angie Miranda (PNBK CRO) previously served as CRO/BSA Officer at The Change Company .
• Potential implications: Shared governance networks may concentrate influence and create perceived conflicts in vendor/customer relationships or strategic initiatives. The proxy’s related‑party review framework assigns independent directors to assess such transactions and excludes interested directors from discussions .

Expertise & Qualifications

• Domain expertise: Mortgage finance, residential lending operations, capital markets, fintech‑enabled valuations; proven nationwide expansion and integration track record (Commerce Home Mortgage into The Change Company) .
• Education: B.A. in Management from Saint Mary’s College of California .

Equity Ownership

• Related party/placement: De Tomasi invested alongside insiders and nominees in the March 20, 2025 financing; transactions are reviewed by independent directors, with interested directors recused .

Governance Assessment

• Strengths: Independent status; material equity ownership aligning interests; deep operating experience in mortgage finance and risk management; board’s related‑party review process and clawback applicability to equity plan improve governance safeguards .
• Weaknesses/Unknowns: Committee assignments and attendance not yet disclosed given election contingent on FRB non‑objection; the Company has no anti‑hedging policy, which is a potential alignment gap for directors/executives; significant interlocks with The Change Company and private placement participation may raise perceived conflicts requiring robust recusals and disclosure .
• Shareholder signals: 2025 shareholders approved the Omnibus Equity Plan (71.0M for vs 0.89M against), charter expansion, and Nasdaq 5635 proposals—suggesting support for recapitalization and equity incentives; director slate (including De Tomasi) received ~72.93M votes “for,” pending FRB, indicating strong shareholder backing .

RED FLAGS

• Multiple interlocks with The Change Company across nominees and executives, plus participation in the private placement—heightened conflict‑of‑interest risk; requires strict recusals and transparent oversight .
• No anti‑hedging policy for directors/executives—potential misalignment if hedging were to occur (policy absence rather than incidents) .

Appendix: Key Shareholder Vote Outcomes (2025)