Michael Carrazza
PATRIOT NATIONAL BANCORPAbout Michael A. Carrazza
Michael A. Carrazza (age 58 in 2024; 59 in 2025) serves as Chairman of the Board at Patriot National Bancorp, Inc. (PNBK), a role he has held since 2010, and previously served as Interim CEO from August 2016 to July 2020 . He is CEO of Solaia Capital Advisors and holds directorships at Modjoul Inc. and Siena Capital Finance LLC (Chairman 2012–2019); earlier career stops include co‑founding Bard Capital Group, executing LBOs and restructurings, and starting at Goldman Sachs; education includes an MBA (NYU Stern) and a BS in Electrical Engineering (Penn State) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Patriot National Bancorp, Inc. | Chairman of the Board | 2010–present | Board leadership; Interim CEO (Aug 2016–Jul 2020) |
| Patriot National Bancorp, Inc. | Interim Chief Executive Officer | Aug 2016–Jul 2020 | Led transition period |
| Solaia Capital Advisors | Chief Executive Officer | 2007–present | Originated/managed equity and credit investments |
| Siena Capital Finance LLC | Director; Chairman | Director; Chairman 2012–2019 | Led management spin-out from Bank of Ireland in 2012 |
| Modjoul Inc. | Director | 2025–present | Led recapitalization in 2025 |
| Bard Capital Group | Co-founder | Prior to 2007 | Sponsored industrial transactions; LBO execution |
| International Surface Preparation Group, Inc. | Transaction sponsor/financing; turnaround leadership | Prior period | Structured LBO; turnaround and sale execution |
| Mitchell Madison Group | Financing/restructuring; Executive Team | Prior period | Global expansion; sale to US Web/CKS |
| Goldman, Sachs & Co. | Early career | — | Investment banking foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solaia Capital Advisors | CEO | 2007–present | Private equity/credit investments |
| Modjoul Inc. | Director | 2025–present | Recapitalization led by Carrazza in 2025 |
| Siena Capital Finance LLC | Director; Chairman (2012–2019) | 2012–2019 (Chairman) | Asset-based lending; spin-out leadership |
No other public company directorships are disclosed in PNBK’s proxy biography for Carrazza .
Board Governance
- Independence: Carrazza is not listed among independent directors; in 2024, independent directors were Constantino, Van den Bol, Weinbaum, and Doherty; in 2025, independent nominees include Constantino, Van Den Bol, Abady, Magzanyan, and De Tomasi .
- Committee assignments: Carrazza chairs the Executive Committee (members: Carrazza (Chair), Constantino, Van den Bol, Lowery in 2024; Carrazza (Chair), Sugarman, Constantino, Van den Bol in 2025); he is not on the Audit, Compensation, or Nominating & Governance Committees, which are composed of independent directors .
- Attendance: The Board met 10 times in 2023; each incumbent director attended at least 75% of meetings of the Board and applicable committees, and all directors attended the 2023 Annual Meeting .
- Shareholder communications: Shareholders may communicate directly with the Board via Chairman Michael A. Carrazza at PNBK’s headquarters .
Fixed Compensation
| Component | 2022 ($) | 2023 ($) |
|---|---|---|
| Salary (Chairman) | 150,000 | 150,000 |
| Bonus/Incentive | — | — |
| Stock Awards | — | — |
| All Other Compensation | 2,769 | 3,067 |
| Total | 152,769 | 153,067 |
Non-employee director fee framework (context): Annual cash retainer $19,100; $1,150 per board meeting; $375–$750 per committee meeting; committee chair retainers $3,000–$9,200; annual RSU grants (e.g., ~$14,346 for most non-employee directors in 2023) vesting over four years. Carrazza, as Chairman receiving salary, does not receive non‑employee director fees .
Performance Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Annual bonus paid ($) | — | — |
| RSU/PSU grant date | — | — |
| RSU/PSU shares granted | — | — |
| Option awards (strike/expiration) | — | — |
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not disclosed | Not disclosed |
| Vesting schedules | Not disclosed | Not disclosed |
| Severance / CIC terms | Not disclosed | Not disclosed |
| Clawback provisions | Not disclosed | Not disclosed |
Other Directorships & Interlocks
| Company | Relationship to PNBK | Interlock/Transaction | Governance Consideration |
|---|---|---|---|
| Solaia Capital Holdings LLC | Managed by Carrazza | Purchased principal and accrued interest on a PNBK Senior Note and converted into common stock in May 2025 (per March 2025 amendment) | Related-party exposure; transactions reviewed by independent directors with recusals where applicable |
| Solaia Capital Management Profit Sharing Plan | Beneficial holder for Carrazza | Holds PNBK shares for benefit of Carrazza | Beneficial ownership transparency |
Expertise & Qualifications
- Extensive background in financial services, private equity/credit investing, turnarounds and restructurings; prior LBO and strategic transactions experience .
- MBA in Finance (NYU Stern) and BS in Electrical Engineering (Penn State) .
- Board leadership since 2010; interim CEO experience for multi‑year transition period .
Equity Ownership
| Metric | Q3 2024 | Q1 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 67,254 | 933,244 |
| Percent of class | 1.69% (out of 3,976,073) | ~1.2% (out of 76,259,670) |
| Directly owned, vested shares | 55,033 | 55,033 |
| Solaia Capital Mgmt Profit Sharing Plan | 12,221 | 12,221 |
| Solaia Capital Holdings LLC | — | 865,990 |
No pledging, hedging, or options were disclosed for Carrazza; vested vs unvested breakdown appears limited to direct and plan holdings (RSUs/options not reported for Carrazza in 2022–2023) .
Governance Assessment
- Independence and committee structure: Carrazza is non‑independent Chair, with independent directors comprising Audit, Compensation, and Nominating & Governance Committees—this separation supports oversight, but places shareholder communication triage with the Chair, potentially centralizing influence .
- Attendance and engagement: Board and committee attendance thresholds were met in 2023; all directors attended the annual meeting, indicating baseline engagement .
- Compensation alignment: Fixed salary as Chairman with no bonus or equity awards in 2022–2023 reduces pay‑for‑performance linkage; alignment relies primarily on share ownership rather than at‑risk compensation .
- Ownership and related‑party exposure: The May 2025 Senior Note purchase and conversion by Solaia Capital Holdings LLC (managed by Carrazza) creates a material related‑party dynamic; the proxy states independent directors assess such transactions and directors do not participate in discussions when related, but this remains a monitoring point .
- Board refresh and investor influence: 2025 private placement investors obtained board nomination rights and several investor‑affiliated nominees were proposed, expanding the Board to eight and indicating heightened external influence; independence of several nominees is noted, but execution quality will hinge on committee integrity and conflict management .
RED FLAGS
- Related-party transaction: Solaia Capital Holdings LLC’s purchase/convert of PNBK Senior Note while managed by Carrazza—requires continued oversight and documented recusals .
- Limited variable pay: Absence of performance-based compensation for the Chair in 2022–2023 may weaken pay‑for‑performance alignment, though share ownership provides partial alignment .
- Centralized communications: Shareholder communications funneled through the non‑independent Chair could dilute independent director visibility .
Mitigating factors
- Independent composition of key committees (Audit, Compensation, Nominating & Governance) with designated financial experts .
- Documented process for independent review/approval of related‑party transactions and recusal expectations .
- Consistent attendance and engagement standards disclosed .