Northpointe Bancshares (NPB) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held via conference call on May 13, 2026, with voting available online, by phone, mail, or during the meeting.

• Stockholders of record as of March 19, 2026, are entitled to vote; 34,494,116 shares outstanding among 46 holders.

• Proxy materials are primarily distributed electronically to reduce costs and environmental impact.

• The Board recommends voting for all director nominees and for the ratification of the independent auditor.

Voting matters and shareholder proposals

• Stockholders will vote to elect eight directors for one-year terms and to ratify RSM US LLP as the independent auditor for 2026.

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

• Shareholder proposals for the 2027 meeting must be received by December 12, 2026, to be included in proxy materials.

Board of directors and corporate governance

• The Board currently has 11 members, with eight standing for re-election; three directors are retiring at the 2026 meeting.

• Ten of eleven directors are independent under NYSE standards.

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

• The Board regularly reviews governance practices, holds executive sessions, and conducts annual self-evaluations.

• Stockholders can communicate with the Board via the Corporate Secretary.