Northpointe Bancshares Inc.

12/18/2025 | Press release | Distributed by Public on 12/18/2025 15:17

Material Event (Form 8-K)

Item 8.01 Other Events
On December 18, 2025, the Board of Directors of Northpointe Bancshares, Inc. (the "Company"), at the recommendation of the Corporate Governance and Nominating Committee, appointed David F. Lawrence, an independent director, as Chairman of the Audit Committee, effective January 1, 2026. Mr. Lawrence has served as a member of the Audit Committee since August 2025 and brings over 40 years of experience in finance, accounting, financial reporting, audit, compliance, and risk management, including prior service as audit partner with Crowe LLP, where he oversaw and led Crowe's Michigan Financial Services Audit Practice.
Mr. Lawrence replaces R. Jeffery Dean as Chairman of the Audit Committee, who will continue to serve as a member of the Audit Committee and the Board. The Board determined that Mr. Lawrence meets the independence and financial literacy requirements under the rules of the Securities and Exchange Commission and the New York Stock Exchange.
There are no arrangements or understandings between Mr. Lawrence and any other person pursuant to which he was selected as Chairman of the Audit Committee. There are no family relationships between Mr. Lawrence and any director or executive officer of the Company, and there are no related party transactions involving Mr. Lawrence that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Lawrence will be compensated for his service as Chairman of the Audit Committee in accordance with the Company's standard non-employee director compensation program, as described in the Company's most recent proxy statement.
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