Northpointe (NPB) Adds Three Independent Directors, Board Expands to 10

Northpointe Bancshares expanded its board and added three independent directors to strengthen governance and oversight.

Rhea-AI Filing Summary

Northpointe Bancshares expanded its board and added three independent directors to strengthen governance and oversight. The Boards increased from 7 to 10 members and appointed Raj Chaudhary, David Lawrence and John Tuttle, each joining key committees including the Company's Compensation Committee and Corporate Governance and Nominating Committee and the Bank's Audit Committee where noted. Their terms begin on August 12, 2025 and expire at the 2026 Annual Meeting, when they will be considered for one-year terms. The filing states there are no related party transactions and the Board determined each appointee is independent. Director compensation will follow the Company's existing non-employee director plan as described in the April 11, 2025 proxy.

Positive

• Board expanded from 7 to 10 directors, increasing oversight capacity
• Three independent directors appointed with expertise in cybersecurity, audit/financial assurance, and public company/capital markets
• No related-party transactions disclosed for the new appointees and Board determined each is independent
• Committee placements align each director’s expertise with Compensation, Corporate Governance and Audit responsibilities

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Three independent directors increase board capacity and committee coverage, enhancing governance but with limited immediate financial impact.

The expansion from seven to ten directors and the appointment of candidates with complementary expertise — cybersecurity and digital risk (Mr. Chaudhary), audit and financial services assurance (Mr. Lawrence), and public company, capital markets and fintech leadership (Mr. Tuttle) — addresses oversight areas central to a bank’s risk profile. Committee assignments to Compensation, Corporate Governance and Audit align skills to oversight functions. The filing confirms independence, absence of related-party transactions, and use of existing compensation arrangements, indicating routine integration rather than disruptive change. This is governance-strengthening but not a material financial event.

Risk & Compliance Analyst

TL;DR: Appointments add cybersecurity, audit and regulatory experience to the board, supporting risk oversight without signaling operational issues.

The addition of Mr. Chaudhary, who has 34+ years in digital risk and cybersecurity, and Mr. Lawrence, an audit veteran with nearly 40 years in financial services assurance, notably strengthens the Bank’s expertise in areas of rising regulatory and operational focus. Mr. Tuttle brings public company and capital markets experience useful for governance and investor relations. The filing explicitly notes committee memberships and independent status, and discloses no related-party transactions. From a compliance perspective, these are affirmative governance moves rather than reactive disclosures to specific incidents.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What board changes did Northpointe Bancshares (NPB) report?

NPB increased each Board from 7 to 10 members and appointed Raj Chaudhary, David Lawrence and John Tuttle as directors.

When do the new directors' terms begin and end for NPB?

Their terms commence on August 12, 2025 and expire at the Company's 2026 Annual Meeting, when they will be considered for one-year terms.

Which committees will the new NPB directors serve on?

All three join the Company's Compensation Committee and Corporate Governance and Nominating Committee; each is also appointed to the Bank's Audit Committee or the Company Audit Committee as specified.

Are there any related-party transactions with the new directors?

No related party transactions as defined in Item 404(a) of Regulation S-K were disclosed in the filing.

How will the new directors be compensated?

They will be compensated in accordance with the existing non-employee director compensation described in the Company's April 11, 2025 definitive proxy statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/11/2025 - 04:57 PM Learn about SEC filing dates

FALSE00013367063333 Deposit Drive NortheastGrand RapidsMichigan00013367062025-04-082025-04-080001336706exch:XNAS2025-04-082025-04-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

Northpointe Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Michigan			No.  001-42517			38-3413392
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

3333 Deposit Drive Northeast Grand Rapids, Michigan						49546
(Address of principal executive offices)						(Zip Code)

(616) 940-9400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, no par value			NPB			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) Appointment of New Directors

On August 11, 2025, the Boards of Directors ("the Boards") of Northpointe Bancshares, Inc. (the “Company”) and its subsidiary, Northpointe Bank ("the Bank"), voted, effective August 12, 2025, to increase the size of each of the Boards from 7 to 10 directors and appoint Raj Chaudhary, David Lawrence and John Tuttle to their respective Boards of Directors. Raj Chaudhary will also be appointed to the Company's Compensation Committee and Corporate Governance and Nominating Committee, as well as the Bank's Audit Committee. David Lawrence will also be appointed to the Company's Compensation Committee, Corporate Governance and Nominating Committee and Audit Committee, as well as the Bank's Audit Committee. John Tuttle will also be appointed to the Company's Compensation Committee and Corporate Governance and Nominating Committee, as well as the Bank's Audit Committee. Their terms commence on August 12, 2025 and expire at the Company’s 2026 Annual Meeting of Stockholders, at which time they will be considered for election to one-year terms.

Mr. Chaudhary is a seasoned executive with over 34 years of experience in digital risk, cybersecurity, enterprise risk management and corporate governance. As a former partner with Crowe LLP, he was the Global Leader of Digital Risk and Cybersecurity Solutions in their consulting practice. His previous leadership roles include Marketing Manager for IBM and Senior Engineer for Lawson Fisher Associates. Mr. Chaudhary brings a wealth of experience in developing enterprise-wide security and privacy programs, executing security strategies and assessments, and auditing and enhancing security practices and physical security procedures.

Mr. Lawrence brings nearly 40 years of experience in providing professional and audit services to financial institutions. As a former audit partner with Crowe LLP, he oversaw and led Crowe's Michigan Financial Services Audit Practice. He brings invaluable financial services industry experience in finance, accounting, audit, compliance, and governance, including leading assurance and consulting engagements for Crowe larger publicly traded banks.

Mr. Tuttle is is an experienced executive who has served in a variety of leadership roles and developed broad relationships with investors and leaders across various industries. He is currently President of Acrisure, a global fintech leader that employs over 19,000 people across 24 countries. John’s previous leadership roles include Vice Chairman of the New York Stock Exchange and serving at the U.S. Department of State. Throughout his career, he has helped drive operational and financial performance and has extensive public company experience, including listings, capital markets, and exchange-traded products.

There are no arrangements or understandings between Mr. Chaudhary, Mr. Lawrence or Mr. Tuttle and any other persons pursuant to which they were appointed directors of the Company, and there are no family relationships between Mr. Chaudhary, Mr. Lawrence or Mr. Tuttle and any director or executive officer of the Company. There are no related party transactions (as defined in Item 404(a) of Regulation S-K) between the Company and any of Mr. Chaudhary, Mr. Lawrence and Mr. Tuttle. The Board has determined that each of Mr. Chaudhary, Mr. Lawrence and Mr. Tuttle is an independent director within the meaning of the Securities Exchange Act of 1934, as amended, rules and regulations promulgated by the SEC thereunder, and the listing standards of the New York Stock Exchange.

Mr. Chaudhary, Mr. Lawrence and Mr. Tuttle will be compensated for their service on the Board in accordance with existing non-employee director compensation that is described in detail in the Company's most recent Definitive Proxy Statement filed with the SEC on April 11, 2025.

A copy of the press release announcing these appointments is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01    Financial Statements and Exhibits

(d)        Exhibits

Exhibit No.						Description
99.1						Press Release, dated August 11, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NORTHPOINTE BANCSHARES, INC.
Date: August 11, 2025			By:			/s/ Brad T. Howes
						Brad T. Howes
						Executive Vice President and Chief Financial Officer