William Simmons
PATRIOT NATIONAL BANCORPAbout William Simmons
William Paul Simmons, age 63, was appointed Executive Vice President and Chief Credit Officer of Patriot Bank, N.A. (a wholly owned subsidiary of Patriot National Bancorp, Inc.) on May 13, 2025, following service as a consultant/advisor to facilitate the Company’s March 20, 2025 private placement; he holds a BS from Brigham Young University and an MBA from the University of Rochester Simon School of Business and has 35+ years of banking and financial services experience across Citigroup, GE Capital, Apollo Real Estate Advisors, Zions Bancorporation, Silvergate Bank, Banc of California, and Sunwest Bank . His employment agreement is dated April 30, 2025 with a term through April 30, 2028, automatically extending to two years from each April 30 renewal date beginning in 2027, and includes arbitration provisions under JAMS in New York . Company performance context (USD) is below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $3,605,000 | $6,005,000* | $8,362,000 |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Period | Strategic Impact |
|---|---|---|---|
| Sunwest Bank | Chief Credit Officer | Since May 2020 | Led credit administration across lending and securities investments |
| Silvergate Bank | Chief Credit Officer | Not disclosed | Public company credit leadership; enhanced risk oversight |
| Banc of California | Chief Credit Officer | Not disclosed | Public company credit leadership; portfolio and underwriting execution |
| Citigroup; GE Capital; Apollo Real Estate Advisors; Zions Bancorporation | Leadership roles | Not disclosed | Broad credit, lending, and investment experience across major financial institutions |
| Patriot National Bancorp, Inc. (pre-appointment) | Consultant/Advisor | Early 2025 | Facilitated successful closing of >$50M private placement |
Fixed Compensation
| Component | Detail |
|---|---|
| Annual Base Salary | Not less than $400,000; reviewed annually for increase by the Compensation Committee |
| Target Annual Bonus | At least 50% of Annual Base Salary; prorated for partial year |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (cash and/or equity) | Performance objectives set by Compensation Committee (in consultation with Executive) | Not disclosed | ≥50% of base | Variable; no more than 50% of actual bonus paid in equity/RSUs | N/A (bonus); equity portion subject to award terms |
| Initial RSU Award | Time-based award; inducement grant | N/A | 1,000,000 RSUs | Settled within 10 business days post-vest as cash (if Plan not approved) or shares (if Plan approved) | Vests in three equal annual installments beginning April 30, 2026, subject to continued employment |
| Annual RSU Award | Formula tied to share count: 0.5% × (outstanding common + shares issuable on conversion of preferred/convertible debt) minus max(previous RSUs issued to Simmons, 100,000,000) | N/A | Formula-based | Settled within 10 business days post-vest as cash (if Plan not approved) or shares (if Plan approved) | Not disclosed (award agreement governs) |
- Equity award governance includes compliance with FDIC Part 359 restrictions on severance/indemnification and compensation to institution-affiliated parties while in Troubled Condition .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (Form 3 at appointment) | “No securities are beneficially owned.” (filed for Simmons as EVP & Chief Credit Officer) |
| Vested vs Unvested | Initial RSU grant of 1,000,000 with three equal annual vest tranches starting April 30, 2026; unvested until each vest date |
| Settlement of RSUs | Within 10 business days post-vest: cash (if Plan not approved) or one share per RSU (if Plan approved) |
| Options | None disclosed |
| Pledging/Hedging | Not disclosed |
| Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Key Provisions |
|---|---|
| Effective Date | April 30, 2025 (employment agreement) |
| Appointment Date & Title | May 13, 2025; EVP & Chief Credit Officer of Patriot Bank, N.A. |
| Contract Term & Auto-Renewal | Term ends April 30, 2028; on April 30, 2027 and each anniversary, auto-extends to two years from the renewal date unless notice not to extend |
| Role & Location | Primary location Stamford, CT; full-time position; may serve in non-policy-making capacity until OCC/Fed non-objections received |
| Bonus/Eq. Plan | Eligible under 2025 Omnibus Equity Incentive Plan; bonus target ≥50% of base; equity grants governed by Plan and award agreements |
| Arbitration | JAMS arbitration in New York; Company bears JAMS admin and arbitrator fees (subject to prevailing party costs awards) |
| Termination – Cause | Includes felony conviction involving moral turpitude/securities/banking laws; willful gross neglect/misconduct causing material harm; regulatory action impairing duties; willful breach of a material provision |
| Severance/Indemnification | While Company/Bank in “Troubled Condition” (12 C.F.R. Part 359), severance/bonuses/equity/indemnification that violate rules or require prior approval are not payable absent regulatory approval; deferred (not waived) and to be reinstated at the earliest permitted time; parties will amend to include customary rights within 30 days after no longer in Troubled Condition (retroactive as permitted) |
| Clawback/Confidentiality | Employment agreements contain termination, clawback, confidentiality and customary provisions |
Investment Implications
- Pay-for-performance alignment: Bonus targets are set at ≥50% of base and hinge on Compensation Committee-defined objectives, but specific metrics/weights are not disclosed—limiting transparency on payout calibration and performance rigor .
- Insider supply/settlement dynamics: The 1,000,000 RSU inducement vests across 2026–2028 with settlement in cash or shares within 10 business days post-vest depending on shareholder approval of the Omnibus Plan, creating potential near-term settlement flows and, if share-settled, incremental float over the vest schedule .
- Dilution sensitivity: The Annual RSU Award formula is tied to 0.5% of outstanding shares (plus shares issuable on conversion of preferred/convertible debt) less a large offset (max of prior Simmons RSUs or 100,000,000 shares), making future equity awards highly sensitive to the Company’s evolving capital structure and share count post-recapitalization .
- Retention risk and exit economics: Severance/indemnification rights are currently constrained by “Troubled Condition” rules; rights are deferred—not waived—and intended to be reinstated upon regulatory clearance, but the absence of defined severance multiples today reduces guaranteed separation economics and may influence retention/negotiating leverage during remediation .
- Execution signal: Simmons’ deep credit background (35+ years; prior CCO roles at multiple public banks) aligns with Patriot’s priority to remediate regulatory status and strengthen credit risk management following the March 2025 recapitalization, a positive for underwriting discipline and loss mitigation .