Northpointe Bancshares (NPB) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, via conference call, with voting available online, by phone, mail, or during the meeting.

• Stockholders will vote on electing seven directors and ratifying RSM US LLP as the independent auditor for 2025.

• The Board recommends voting in favor of all director nominees and the auditor ratification.

• Only stockholders of record as of April 4, 2025, are eligible to vote.

• Proxy materials and the annual report are available online and by request.

Voting matters and shareholder proposals

• Proposals include electing seven directors for one-year terms and ratifying RSM US LLP as auditor.

• No other business is anticipated, but proxies may vote on other matters if properly presented.

• Stockholder proposals for the 2026 meeting must be received by December 12, 2025, to be included in proxy materials.

Board of directors and corporate governance

• The Board consists of seven members, six of whom are independent under NYSE standards.

• Board leadership combines the roles of Chairman and CEO, with regular executive sessions for independent directors.

• Committees include Audit, Compensation, and Corporate Governance and Nominating, all composed of independent directors.

• Annual self-evaluations and succession planning are conducted to ensure effective governance.

• Director qualifications emphasize integrity, experience, diversity, and independence.