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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

PATRIOT NATIONAL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Dear Stockholder:

Please join us for Patriot National, Inc.’s Annual Meeting of Stockholders to be held on Wednesday, May 25, 2016, at 10:00 a.m., Eastern Daylight Time. This year’s annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the annual meeting of stockholders online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PN2016 . You also will be able to vote your shares electronically at the annual meeting .

Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

This year we are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of this proxy statement and our 2015 Annual Report. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of those stockholders can receive a paper copy of our proxy materials, including this proxy statement, our 2015 Annual Report, and a form of proxy card or voting instruction card. All stockholders who do not receive a notice, including stockholders who have previously requested to receive paper copies of proxy materials, will receive a paper copy of the proxy materials by mail unless they have previously requested delivery of proxy materials electronically.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. This proxy statement and annual report are first being sent or made available to stockholders on or about April 8, 2016. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each of the proposals listed on the attached notice.

Your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote in person at the Annual Meeting.

Thank you for your continued support of Patriot National, Inc.

Sincerely,

Steven M. Mariano

Steven M. Mariano

Chairman, President and Chief Executive Officer

PATRIOT NATIONAL, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME

10:00 a.m., Eastern Daylight Time, on Wednesday, May 25, 2016

PLACE

Online at www.virtualshareholdermeeting.com/PN2016

ITEMS OF BUSINESS

1. To elect the two Class I director nominees listed in the Proxy Statement.

2. To ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2016.

3. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

RECORD DATE

You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 30, 2016.

VIRTUAL MEETING ADMISSION

Stockholders of record as of March 30, 2016, will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/PN2016 . To participate in the annual meeting, you will need the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The annual meeting will begin promptly at 10:00 a.m., Eastern Daylight Time. Online check-in will begin at 9:30 a.m., Eastern Daylight Time, and you should allow ample time for the online check-in procedures.

VOTING BY PROXY

To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and returning a proxy card. Voting procedures are described on the following page.

By Order of the Board of Directors,

Christopher A. Pesch

Christopher A. Pesch

Executive Vice President, General Counsel, Chief Legal Officer and Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to Be Held on May 25, 2016:

This Proxy Statement and our Annual Report are available free of charge at ir.patnat.com.

PROXY VOTING METHODS

If, at the close of business on March 30, 2016, you were a stockholder of record or held shares through a broker or bank, you may vote your shares by proxy at the Annual Meeting. If you were a stockholder of record, you may vote your shares over the Internet, by telephone or by mail, or you may vote in person at the Annual Meeting. You may also revoke your proxies in the manner described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may vote by submitting voting instructions to your broker, bank or other nominee.

If you are a stockholder of record, your vote must be received by 11:59 p.m., Eastern Daylight Time, on May 24, 2016 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your bank, broker or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET

BY TELEPHONE

BY MAIL

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

Table of Contents

GENERAL INFORMATION

1

PROPOSAL NO. 1—ELECTION OF DIRECTORS

4

Nominees for Election to the Board of Directors in 2016

4

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

6

Director Independence and Independence Determinations

6

Director Nomination Process

6

Executive Sessions

7

Communications with the Board

7

Board Committees and Meetings

7

Committee Charters and Corporate Governance Guidelines

9

Code of Business Conduct and Ethics

9

Oversight of Risk Management

9

Executive Officers of the Company

10

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

11

Audit and Non-Audit Fees

11

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

12

REPORT OF THE AUDIT COMMITTEE

13

EMERGING GROWTH COMPANY STATUS

13

EXECUTIVE COMPENSATION

14

Summary Compensation Table

14

Narrative Disclosure to Summary Compensation Table

14

Outstanding Equity Awards at December 31, 2015

16

Description of Equity Awards

16

Non-Equity Incentive Plan Compensation

16

Acquisition Incentive Plan under the 2014 Omnibus Incentive Plan

17

Other Bonuses

17

Potential Payments upon Termination or Change in Control

17

Retirement Plan

18

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

19

COMPENSATION OF DIRECTORS

19

OWNERSHIP OF SECURITIES

20

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

22

TRANSACTIONS WITH RELATED PERSONS

23

STOCKHOLDER PROPOSALS FOR THE 2017 ANNUAL MEETING

27

HOUSEHOLDING OF PROXY MATERIALS

27

OTHER BUSINESS

27

PATRIOT NATIONAL, INC.

401 East Las Olas Boulevard, Suite 1650

Fort Lauderdale, Florida 33301

Telephone: (954) 670-2900

PROXY STATEMENT

Annual Meeting of Stockholders

May 25, 2016

GENERAL INFORMATION

Why am I being provided with these materials?

We are providing this proxy statement to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of Patriot National, Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on May 25, 2016 (the “Annual Meeting”) and at any postponements or adjournments of the Annual Meeting. We either (1) mailed you a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) notifying each stockholder entitled to vote at the Annual Meeting how to vote and how to electronically access a copy of this proxy statement and our Annual Report for the fiscal year ended December 31, 2015 (referred to as the “Proxy Materials”) or (2) mailed you a paper copy of the Proxy Materials and a proxy card in paper format. If you have not received, but would like to receive, a paper copy of the Proxy Materials and a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice of Internet Availability. Except where the context requires otherwise, references to “the Company,” “we,” “us” and “our” refer to Patriot National, Inc.

What am I voting on?

There are two proposals scheduled to be voted on at the Annual Meeting:

Who is entitled to vote?

Stockholders as of the close of business on March 30, 2016 (the “Record Date”) may vote at the Annual Meeting. As of that date, there were 27,176,441 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:

·

Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.

What constitutes a quorum?

The holders of record of a majority of the voting power of the issued and outstanding shares of capital stock entitled to vote at the Annual Meeting must be present in person or represented by proxy to constitute a quorum for the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

How many votes are required to approve each proposal?

Under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting.

Under our Bylaws, the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2016 (Proposal No. 2) requires a majority of the votes cast. It is important to note that the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm for 2016 (Proposal No. 2) is non-binding and advisory.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Under current New York Stock Exchange (“NYSE”) rules, Proposal No. 1 is considered a non-routine matter, and a broker will lack the authority to vote uninstructed shares at their discretion on this proposal. Proposal No. 2 is considered a routine matter, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How are votes counted?

With respect to the election of directors (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to each nominee. Votes that are “WITHHELD” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are not counted as either “FOR” or “AGAINST” this proposal and therefore do not affect the outcome of this proposal. There are no broker non-votes with respect to Proposal No. 2, as brokers are permitted to exercise discretion to vote uninstructed shares on this proposal.

If you sign and submit your proxy card without providing voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

We are using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a notice of the Internet availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the notice will have the ability to access the proxy materials over the Internet and request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the notice of the Internet availability of the proxy materials. In addition, the notice contains instructions on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:

·

By Mail —If you have received a proxy card, you may vote by mail by signing and dating the enclosed proxy card where indicated and by returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Internet and telephone voting facilities will close at 11:59 p.m., Eastern Daylight Time, on May 24, 2016, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May 24, 2016.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

What does it mean if I receive more than one Notice of Internet Availability or proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please vote once for each Notice of Internet Availability or proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have voted by Internet, telephone or mail, the named proxies will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees of the Company (for no additional compensation) in person or by telephone, e-mail or other means of communication. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

PROPOSAL NO. 1—ELE CTION OF DIRECTORS

Our amended and restated certificate of incorporation provides for a classified board of directors divided into three classes. Steven M. Mariano and Austin J. Shanfelter constitute a class with a term that expires at the annual meeting of stockholders in 2016 (the “Class I Directors”); John R. Del Pizzo and Quentin P. Smith constitute a class with a term that expires at the annual meeting of stockholders in 2017 (the “Class II Directors”); and Charles H. Walsh and Michael J. Corey constitute a class with a term that expires at the Annual Meeting of Stockholders in 2018 (the “Class III Directors”).

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board has considered and nominated the following slate of Class I nominees for a three-year term expiring at the annual meeting of stockholders in 2019: Steven M. Mariano and Austin J. Shanfelter. Action will be taken at the Annual Meeting for the election of these two Class I director nominees.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) attached to this proxy statement intend to vote the proxies held by them for the election of Steven M. Mariano and Austin J. Shanfelter. All of the nominees have indicated that they will be willing and able to serve as directors. If any nominee becomes unwilling or unable to serve as a director, the Board may propose another person in place of that nominee, and the individuals designated as your proxies will vote to appoint that proposed person. Alternatively, the Board may decide to reduce the number of directors constituting the full Board.

Nominees f or Election to the Board of Directors in 2016

The following information describes the offices held, other business directorships and the class and term of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below.

Class I – Nominees for Term Expiring in 2019

Name

Age

Principal Occupation and Other Information

Steven M. Mariano

51

Mr. Mariano, our founder, has served as our Chairman, President and Chief Executive Officer since our reorganization in November 2013. He is responsible for the overall direction and management of our operations and financial and strategic planning. He is an entrepreneur and businessman with 20 years of experience in the insurance industry. Mr. Mariano founded Strategic Outsourcing Inc., a professional staffing company, which was sold to Union Planters Bank (which was acquired by Regions Financial Corporation) in 2000. In 2003, Mr. Mariano formed Patriot Risk Management, Inc. to acquire Guarantee Insurance. Shortly thereafter he formed Patriot Risk Services, Inc. to provide fee-based care management, captive consulting, bill review, network development and other claims related services to Guarantee Insurance and other clients. Mr. Mariano was the Chairman and Chief Executive Officer of Guarantee Insurance from September 2003 until January 6, 2015.

Austin J. Shanfelter

58

Mr. Shanfelter joined our board of directors in June 2014, having served on the board of directors of Guarantee Insurance Group since October 2010. From October 2009 to August 2015, Mr. Shanfelter was the Chairman and majority stockholder of Global HR Research LLC, an employee life cycle management company which we acquired in August 2015. He has served on the board of directors of Orion Marine Group, Inc., a civil marine contractor, since May 2007, where he has served as Chairman of the compensation committee since May 2007 and as a member of the nominating and governance committee since May 2010. He has also served on the board of directors of Sabre Industries, Inc., a provider of utility and other infrastructure. In addition, Mr. Shanfelter is a member of the board of directors of the Power and Communications Contractors Association, an industry trade group. Mr. Shanfelter holds a Bachelor of Science degree in Health from Lock Haven University of Pennsylvania.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE
ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED ABOVE.

Class II – Directors Whose Term Expires in 2017

Name

Age

Principal Occupation and Other Information

John R. Del Pizzo

69

Mr. Del Pizzo joined our board of directors in June 2014, having served on the board of directors of Guarantee Insurance from September 2003 to June 2014. He also served on the board of directors of Patriot Risk Management, Inc. and as the Chairman of its Audit Committee from 2003 to 2011. Previously, he also served on the board of directors of Strategic Outsourcing Inc., a professional staffing company, and served as President of ATS of Pennsylvania, a subsidiary of Strategic Outsourcing Inc., from 1992 to 2000. Since 1995, Mr. Del Pizzo has served as the Founder and President of Del Pizzo and Associates, an accounting and business advisory firm. Mr. Del Pizzo is a certified public accountant and holds a Bachelor of Science degree in Marketing Management from St. Joseph’s University and a Master’s degree in Business Administration in Finance from Drexel University.

Quentin P. Smith

64

Mr. Smith joined our board of directors in January 2015. Since April 1996, Mr. Smith has served as the president of Cadre Business Advisors LLC, a professional management consulting firm. Previously, he was Partner-in-Charge of Arthur Andersen’s Desert Southwest business consulting practice providing business development and client engagement management services from April 1993 to April 1995. Mr. Smith serves as a director of STORE Capital, a publicly traded REIT, and is the chairman of the compensation and governance committees of the board of directors of Banner Health, a non-profit healthcare system based in Phoenix, Arizona. He received his Bachelor’s degree in Industrial Management and Computer Science from the Krannert School of Business at Purdue University and his Master’s degree in Business Administration from Pepperdine University.

Class III– Directors Whose Term Expires in 2018

Name

Age

Principal Occupation and Other Information

Charles H. Walsh

84

Mr. Walsh joined our board of directors in January 2015. Since 1983, Mr. Walsh has served as the Managing Partner of Walsh Partners Real Estate Development, a real estate development company. In addition, he has served as a member of the board of directors of the Chicago White Sox since 1984 and as a member of the board of directors of the Chicago Bulls since 1985. Mr. Walsh holds a Bachelor of Science degree in Business Administration from Northwestern University.

Michael J. Corey

76

Mr. Corey joined our board of directors in January 2016. Mr. Corey serves as a senior partner of The Corey Search Group, Inc., an advisory firm dedicated to executive search, strategic and succession planning for the insurance and financial services industries. Prior to joining The Corey Search Group, Mr. Corey has held senior positions with Caldwell Partners, MJC Ventures, Inc., Heidrick & Struggles and Highland Partners (acquired by Heidrick & Struggles), Lamalie & Associates, and Ward Howell. From 1984-1995, Mr. Corey was the owner and CEO for the Chicago Search Group. Mr. Corey has served as a trustee and a trustee emeritus with the Actuarial Foundation and as a board member of the Irish Life Assurance Company. He currently serves as a trustee on the board of the American College. Mr. Corey holds a Bachelor of Science degree in Business Administration from Northern Illinois University.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board of Directors directs and oversees the management of our business and affairs and has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. In addition, from time to time, special committees may be established under the direction of the Board of Directors when necessary to address specific issues.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a material relationship with us or any of our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us or any of our subsidiaries).

Our Corporate Governance Guidelines define an “independent” director in accordance with Section 303A.02 of the NYSE’s Listed Company Manual. In addition, audit and compensation committee members are subject to the additional independence requirements of applicable SEC rules and NYSE listing standards. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the NYSE independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of Messrs. Corey, Shanfelter, Smith and Walsh is independent under all applicable standards, including with respect to committee membership.

Director Nomination Process

Our Board seeks to ensure that it is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. As specified in our Corporate Governance Guidelines, in identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee takes into account (1) minimum individual qualifications, such as industry knowledge or business experience, strength of character and mature judgment, and (2) any other factors it considers appropriate, including alignment with our stockholders. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, industry knowledge or business experience and his or her ability to satisfy independence standards. In addition, while the Board considers diversity of viewpoints, background and experiences, the Board does not have a formal diversity policy. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. Mr. Corey, who joined the Board in January 2016, was recommended to the Nominating and Corporate Governance Committee by Mr. Smith.

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee also may assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

When considering whether the nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the nominees’ contributions to our and our subsidiaries’ success in recent years and on information discussed in each of the nominee’s biographical information set forth above. We believe that our director nominees provide an appropriate mix of experience and skills relevant to the size and nature of our business. In particular, with respect to Mr. Mariano, our Board of Directors considered his extensive experience in the insurance industry and entrepreneurial background, and with respect to Mr. Shanfelter, our Board of Directors considered his experience and knowledge acquired serving on the boards of directors of other companies.

This process resulted in the Board’s nomination of the incumbent Class I directors named in this Proxy Statem ent and proposed for election by you at the upcoming Annual Meeting.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Stockholders wishing to propose a candidate for consideration may do so by submitting the proposed candidate’s full name and address, résumé and biographical information to the attention of the Secretary of the Company, Patriot National, Inc., 401 East Las Olas Boulevard, Suite 1650, Fort Lauderdale, Florida 33301. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Nominating and Governance Committee for its consideration.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors will meet in a private session that excludes management and any non-independent directors. Mr. Smith presides at the executive sessions.

Leadership Structure

Mr. Mariano has served as our Chairman, President and Chief Executive Officer since our reorganization in November 2013. As provided in our Corporate Governance Guidelines, the Board does not have a policy on whether or not the roles of Chairman and Chief Executive Officer should be separate. Accordingly, the Board of Directors believes that it should be free to make a choice from time to time regarding a leadership structure that is in the best interests of the Company and its stockholders. At this time, the Board believes that the Company’s current Chief Executive Officer is best situated to serve as Chairman. Mr. Mariano founded the Company and is highly knowledgeable with respect to the Company’s business, operations and industry. Mr. Mariano is well positioned to identify strategic priorities and lead the Board’s consideration and analysis of such priorities. The Board believes that the Company’s current combined role of Chairman and Chief Executive Officer promotes consistency and efficiency in the development and execution of the Company’s business strategy. The Board does not have a lead independent director. Rather, all of the independent directors play an active role on the Board and possess the critical experience and business judgment to help guide our Company and provide the Chairman with crucial insight to develop and execute the Company’s business strategy.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with the chairperson of any of the Audit, Compensation or Nominating and Corporate Governance Committees, or to the non-management or independent directors as a group, may do so by (1) addressing such communications or concerns to the Executive Vice President, General Counsel and Chief Legal Officer of the Company, 401 East Las Olas Boulevard, Suite 1650, Fort Lauderdale, Florida 33301, who will forward such communication to the appropriate party, or (2) sending an e-mail to cpesch@patnat.com . Such communications may be done confidentially or anonymously.

Board Committees and Meetings

The following table summarizes the current membership of each of the Board’s Committees.

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Michael J. Corey

X

X

X

Austin J...


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