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Patriot National Bancorp, Inc. (NASDAQ:PNBK), a regional bank with a market capitalization of $147.28 million, announced several changes to its board and auditor arrangements, according to a press release statement filed with the SEC. InvestingPro analysis indicates the bank faces profitability challenges, with negative earnings over the last twelve months.
On August 22, the company’s audit committee approved the engagement of Baker Tilly US, LLP as its new independent registered public accounting firm for the fiscal year ending December 31, 2025. This appointment follows the dismissal of RSM US LLP, which had served as the company’s auditor for previous years. The company stated that RSM’s audit reports for the fiscal years ended December 31, 2024 and 2023 did not contain adverse opinions, disclaimers, or modifications, and that there were no disagreements or reportable events between the company and RSM during this period. RSM has been provided with the company’s disclosures and authorized to respond to inquiries from Baker Tilly.
On August 20, the board of directors approved new compensation arrangements for directors of the company and its subsidiary, Patriot Bank, N.A. Each independent director of the company will receive annual cash compensation of $50,000 and an annual grant of restricted stock units valued at $75,000, while independent directors of the bank will receive $20,000 in cash and $25,000 in restricted stock units annually. Committee chairs will receive additional compensation ranging from $5,000 to $15,000 per year, depending on the committee.
The board also announced leadership changes effective October 1, 2025. Steven Sugarman, the current president and chief executive officer, will become chairman of the board. Michael Carrazza, the outgoing chairman, will assume the title of chair emeritus and continue to serve as a director. Anahit Magzanyan, an independent director, has been appointed as lead independent director.
These changes were disclosed in a regulatory filing with the Securities and Exchange Commission.
In other recent news, Patriot National Bancorp has announced the appointment of Steven Sugarman as its new CEO. Sugarman, who was previously serving as the company’s president, received approval from the Board of Governors of the Federal Reserve System for this role. Additionally, the company shared outcomes from its annual shareholders’ meeting. Shareholders gave their approval to the 2025 Omnibus Equity Incentive Plan and the Amended and Restated Certificate of Incorporation. They also agreed to the potential issuance of common stock to ensure compliance with specific Nasdaq Listing Rules. Furthermore, RSM US LLP was ratified as the independent registered public accounting firm for the company through the year ending December 31, 2025. These developments reflect significant governance and structural updates within Patriot National Bancorp.
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