🧾 What This Document Is

This is a proxy statement (DEF 14A) for Northpointe Bancshares’ 2026 Annual Meeting of Stockholders. It outlines proposals for director elections, auditor ratification, and key governance details. Think of it as an invitation + instruction manual for shareholders to vote on company leadership and oversight.

👉 Key Details:

Meeting: May 13, 2026, at 1:00 p.m. ET via conference call (dial-in: 1-312-757-2166, code: 399-998-335).
Record Date: March 19, 2026 (only shareholders on this date can vote).
Vote Deadline: May 12, 2026, at 11:59 p.m. ET (online/phone).

🏢 What The Company Does

👉 In simple terms: Northpointe Bancshares is a bank holding company focused on residential mortgages, deposit banking, and commercial lending through its subsidiary, Northpointe Bank. It operates primarily digitally with one physical branch in Michigan.

Industry: Regional banking & mortgage services.
Culture: Built around the "ICARE" pledge (Innovate, Client Focus, Act with Integrity, Real Value, Empower).
Recent Shift: Became a public company via IPO in February 2025.

🗳️ Proposals You’re Voting On

Proposal 1: Elect 8 Directors

Nominees (all current directors unless noted):

Charles A. Williams (63) – Founder, CEO & Chair (since 1998). 43+ yrs banking experience.
Carrie L. Boer (64) – Investments Director at Cook Holdings. CPA with audit/investment expertise.
Raj Chaudhary (72) – Cybersecurity/risk expert (ex-Crowe LLP partner). New in 2025.
Robert W. De Vlieger II (69) – President of Bond Corp (mortgage financing).
Rodney E. Hood (59) – Former Acting Comptroller of Currency & FDIC Board Member. Joined Feb 2026.
David S. Hooker (67) – CEO of Greenville Partners. Nonprofit & investment leadership.
David F. Lawrence (65) – Ex-audit partner at Crowe LLP. Financial expert.
John Tuttle (44) – Ex-President of Acrisure (fintech), former NYSE Vice Chair.

⚠️ Note: Three directors retiring: R. Jeffery Dean, Bruce L. Edger, John M. Eggemeyer III.

Proposal 2: Ratify RSM US LLP as Auditors

Standard annual approval of the independent accounting firm.
Board recommends FOR both proposals.

💰 Financial & Executive Highlights

Compensation (2025)

Executive	Role	Salary	Bonus
Charles A. Williams	CEO & Chairman	$750,000	$500,000
David J. Christel	President (MPP)	$400,000	$350,000
Kevin J. Comps	President	$400,000	$300,000

👉 Why it matters: CEO pay is heavily performance-based. Bonuses tied to company goals (e.g., growth, risk management).

Board & Governance

Committees: Audit (meets 9x/yr), Compensation (2x), Governance (3x).
Independence: 10 of 11 directors are independent under NYSE rules.
Risk Oversight: Board actively monitors cybersecurity, credit, liquidity, and regulatory risks.

🔮 What’s Next

Board Refreshment: New directors (Chaudhary, Hood, Tuttle) bring expertise in cybersecurity, regulation (ex-OCC/FDIC), and fintech growth.
Strategy: Focus on "scaled organic growth" post-IPO, digital banking, and risk resilience.
Succession Planning: Annual talent reviews for leadership roles.

⚖️ Big Picture

👍 Strengths

Strong leadership continuity: Founder-CEO still driving strategy.
Expertise upgrades: New directors address tech, regulatory, and fintech trends.
Clear governance: Independent committees, clawback policies, insider trading rules.

⚠️ Risks

Interest rate sensitivity: Mortgage-focused banking vulnerable to rate shifts.
Post-IPO transition: Adapting to public company scrutiny.
Cyber threats: Ongoing focus area (board gets quarterly updates).

🧠 The Analogy

Northpointe’s board is like a pit crew refreshing a race car mid-season.
They’re swapping out retiring veterans (experienced drivers) for new specialists (cybersecurity, regulation, fintech) to handle sharper turns ahead (rate volatility, cyber threats, post-IPO growth), while the lead driver (CEO Williams) keeps the wheel steady.

📇 Key Contacts & People

Bryan Barker, Director of SEC Reporting
✉️ [email protected] | 📞 (616) 426-4064
Kevin J. Comps, Corporate Secretary
📬 3333 Deposit Drive NE, Grand Rapids, MI 49546

🧩 Final Takeaway

Shareholders are voting to renew board expertise (adding cyber/regulation/fintech chops) and keep auditors unchanged, signaling stability amid growth. The CEO’s continued leadership and fresh director skills aim to navigate post-IPO challenges in a competitive banking landscape.

NORTHPOINTE BANCSHARES INC — DEF 14A Filing