[8-K] Northpointe Bancshares, Inc. Reports Material Event

Rhea-AI Filing Summary

Northpointe Bancshares, Inc. (NYSE: NPB) filed an 8-K on June 26, 2025 disclosing new three-year employment agreements for four key executives. The contracts cover Amy M. Butler (EVP National Sales), David J. Christel (President, Mortgage Purchase Program), Kevin J. Comps (President, Company & Bank) and Brad T. Howes (EVP & CFO). Each agreement automatically renews for successive one-year terms unless 90-days’ written notice of non-renewal is given.

Compensation framework

• Base salaries: Butler $200k; Christel $175k; Comps $400k; Howes $300k (all subject to annual review).
• Performance incentives: Butler—quarterly incentive equal to the greater of $75k or 2 % of residential-lending quarterly net income (if profitable); Christel—monthly incentive of 4 % of MPP net income plus annual bonus of 1 % of MPP net income above $1 m; Comps—annual bonus target 100 % of salary; Howes—annual bonus target 50 % of salary.

Severance protection

• Termination without cause or for good reason: multiple applied to (salary + target/average bonus). Multiples are 1.5× for Christel & Comps and 1.0× for Butler & Howes.
• Change-in-control terminations (within 12 months): multiples rise to 2.0× for Christel & Comps and 1.5× for Butler & Howes.
• Company pays COBRA premiums for 18 months; executives must sign release and observe one-year non-compete/non-solicitation.

The agreements supersede prior contracts for Christel (2017) and Comps (2020). Payments subject to potential parachute-payment excise-tax cut-back to maximize executives’ after-tax benefit.

No immediate financial metrics were provided, but the contracts formalize retention of senior leadership and outline potentially higher variable compensation costs tied to unit profitability. Full agreements will be filed with the Q2 2025 Form 10-Q.

Positive

• Performance-linked incentives align Butler’s and Christel’s compensation with profitability of key lending segments.
• Rolling three-year term enhances leadership continuity without creating excessively long contractual lock-ins.
• Section 4999 cut-back clause prevents shareholder-funded excise-tax gross-ups, reflecting shareholder-friendly design.

Negative

• Higher guaranteed pay (e.g., Butler’s $75k/quarter floor) could pressure expenses in low-margin periods.
• Severance multiples up to 2× introduce incremental liability in a change-in-control scenario.

Insights

Corporate Governance Analyst

TL;DR: Standard three-year rolling contracts improve leadership stability but add moderate severance exposure; overall governance impact neutral.

The Board aligned pay with business-unit performance—Butler and Christel receive percentage-of-profit incentives that directly tie reward to profitability, a positive governance signal. Change-in-control multiples (max 2×) are within market norms for banks of comparable size, and inclusion of a Section 4999 cut-back clause avoids shareholder-funded gross-ups. However, Comps’ 100 % salary bonus target and Butler’s guaranteed $75k minimum per quarter could elevate fixed obligations during weak earnings cycles. Covenant requirements (one-year non-compete/solicitation) partially mitigate risk of talent loss. In total, the filing is routine and should neither materially enhance nor impair shareholder value.

Banking Sector Equity Analyst

TL;DR: Filing secures key mortgage and retail lending leaders; cost impact likely manageable; share price reaction anticipated to be minimal.

Northpointe’s mortgage purchase and residential channels are profitability drivers; locking in Christel and Butler with performance-linked incentives helps sustain fee income. Assuming historical segment margins, incentive payouts scale with contribution, preserving operating leverage. Severance math implies a maximum one-time cash outlay of roughly $1.8-2.0 m—immaterial versus the bank’s equity capital base. Because no equity grants or dilution accompany the agreements, near-term EPS impact is limited to cash comp. Investors may view the disclosure as housekeeping rather than a catalyst.

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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): June 26, 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     x

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.

Employment Agreements with Named Executive Officers

On June 26, 2025, the Board of Directors (the “Board”) of Northpointe Bancshares, Inc. (the “Company”) and the Compensation Committee (the “Compensation Committee”) of the Board approved, and the Company and its wholly owned subsidiary, Northpointe Bank (the “Bank”), entered into, employment agreements (the “Employment Agreements”) with Amy M. Butler, Executive Vice President of National Sales of the Bank; David J. Christel, President of the Bank’s Mortgage Purchase Program business unit (“MPP”); Kevin J. Comps, President of the Company and Bank; and Brad T. Howes, Executive Vice President and Chief Financial Officer of the Company and Bank. The Employment Agreements with Mr. Christel and Mr. Comps replace and supersede their previous employment agreements dated March 22, 2017, and October 1, 2020, respectively.

The Employment Agreements have an initial term of three years, and thereafter automatically renew for additional one-year terms, unless either party gives the other party written notice of non-renewal at least 90 days prior to the end of the then-current term.

Pursuant to the Employment Agreements, the executives earn a base salary ($200,000 for Ms. Butler; $175,000 for Mr. Christel; $400,000 for Mr. Comps; and $300,000 for Mr. Howes), subject to annual review by the Compensation Committee, and are eligible to participate in all incentive, retirement, and welfare benefit plans generally made available to other employees similarly situated to executives, subject to each plan’s terms and eligibility requirements. Ms. Butler is eligible for quarterly incentive compensation equal to the greater of $75,000 or 2% of the quarterly net income of the Bank’s residential lending channel, provided it does not report a net loss for that period. Mr. Christel is eligible for monthly incentive compensation equal to 4% of the net income generated by MPP, calculated and paid at the Bank’s discretion, and an additional incentive bonus equal to 1% of MPP’s annual net income, provided the unit’s annual net income exceeds $1,000,000. Mr. Comps and Mr. Howes have initial annual bonus targets set at 100% and 50% of their respective base salaries.

In the event the executive’s employment is terminated by the Company without “cause” or by the executive for “good reason” (as such terms are defined in the Employment Agreements), the executive would be entitled to receive a severance payment equal to a multiple (1.5 in the case of Mr. Christel and Mr. Comps and 1.0 in the case of Ms. Butler and Mr. Howes) of the sum of (i) then-current base salary plus (ii) the greater of target bonus or average bonus paid over prior three years, in the case of Mr. Comps and Mr. Howes, or the incentive compensation received for the prior fiscal year, in the case of Mr. Christel and Ms. Butler. In the event such qualifying termination occurs within 12 months following a “change in control” (as defined in the Employment Agreements), the multiple applicable to the foregoing severance formula is 2.0 in the case of Mr. Christel and Mr. Comps and 1.5 in the case of Ms. Butler and Mr. Howes. The executives would also be entitled to receive payment of COBRA health insurance premiums for 18 months following his or her termination.

To receive severance benefits under the Employment Agreements, the executives must enter into a separation agreement with the Company containing a full release of claims and a covenant not to sue, and comply with certain restrictive covenants, including non-competition and non-solicitation of customers and employees for a period of one year following termination of employment.

The Employment Agreements provide that if any payments or benefits would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, then there will be a comparison of the after-tax benefit to the executives of (i) the total parachute payments after he or she pays the excise tax and income taxes thereon, to (ii) a cut back of parachute payments to the extent necessary to avoid the imposition of the excise tax, and the executive will receive whichever amount yields the more favorable result to him or her.

The foregoing description of the Employment Agreements is qualified in its entirety by the full text of each employment agreement, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2025.

SIGNATURES

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

	NORTHPOINTE BANCSHARES, INC.
Date: July 1, 2025	By:	/s/ Brad T. Howes
		Brad T. Howes
		Executive Vice President and Chief Financial Officer

FAQ

What are the new base salaries for Northpointe Bancshares executives?

Base salaries: Butler $200k, Christel $175k, Comps $400k, Howes $300k.

How are incentive bonuses structured under the new NPB agreements?

Butler earns the greater of $75k or 2 % of residential-lending profit per quarter; Christel gets 4 % of MPP monthly profit plus 1 % of annual profit above $1 m; Comps and Howes target 100 % and 50 % of salary respectively.

What severance multiples apply if an NPB executive is terminated after a change in control?

Multiples increase to 2.0× for Christel & Comps and 1.5× for Butler & Howes.

How long do the new employment agreements last?

Initial term is three years, automatically renewing for one-year terms unless 90-days’ notice of non-renewal is given.

Do the agreements include non-compete clauses?

Yes, each executive must observe a one-year non-compete and non-solicitation covenant post-termination.