Amy M. Butler
About Amy M. Butler
Amy M. Butler, 48, is Executive Vice President, National Sales at Northpointe Bancshares’ wholly-owned subsidiary, Northpointe Bank; she joined the Bank in 2020 and oversees Retail Mortgage Sales, reporting to the Company’s President . She brings 23+ years of mortgage-industry experience with prior leadership roles at Ameris Bank/Fidelity Bank (Builder Services Manager) and at United Guaranty and Arch Mortgage Insurance (sales leadership roles) . Her cash incentive is tightly linked to the residential lending channel’s quarterly net income (greater of $75,000 or 2% of the channel’s quarterly net income if the channel is not in a net loss), aligning pay to divisional profitability . Company-level performance has strengthened through 2025, with sequential growth in revenue and net income over the last four quarters (see table below) .
NPB Recent Financial Performance (USD)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | $11,913,000* | $20,826,000* | $22,438,000 | $24,029,000 |
| Net Income - (IS) ($) | $10,990,000 | $17,248,000 | $20,344,000 | $22,173,000 |
Values marked with * retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameris Bank (acquirer of Fidelity Bank) | Builder Services Manager | 2018–2020 | Led builder services supporting mortgage sales pipelines |
| Fidelity Bank | Builder Services Manager | 2018–2020 | Continued builder services responsibilities pre-acquisition |
| United Guaranty | Strategic Accounts VP; Regional VP Sales; SVP Sales | Not disclosed | Senior sales leadership in mortgage insurance, driving channel growth |
| Arch Mortgage Insurance | Strategic Accounts VP; Regional VP Sales; SVP Sales | Not disclosed | Senior sales leadership in mortgage insurance, expanding accounts |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | The DEF 14A executive officer biography lists no external public-company directorships or board roles for Ms. Butler . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $200,000 per year; subject to annual review by the Compensation Committee; not reducible except with consent or across-the-board reductions |
| Benefits Eligibility | Eligible to participate in incentive, retirement, and welfare plans generally available to similarly situated executives, per plan terms |
| Reporting Line | Reports to the Company’s President |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Formula | Vesting | Conditions/Notes |
|---|---|---|---|---|---|---|
| Residential Lending Channel Net Income (Quarterly) | 100% of quarterly incentive | Not disclosed | Not disclosed | Greater of $75,000 or 2% of quarterly net income of the Bank’s residential lending channel; payable only if the channel does not report a net loss for the period | Cash (in-quarter) | Incentive is calculated quarterly; channel must be profitable in that quarter |
Equity Ownership & Alignment
- Hedging and pledging prohibited: Directors, officers, and employees may not engage in speculative trading (short sales, derivatives) and are restricted from buying on margin or pledging Company securities; trading requires pre-clearance and adherence to blackout periods .
- Clawback policy: Company maintains a NYSE Rule 10D-1–compliant clawback to recover erroneously awarded compensation after a financial restatement .
- Individual equity awards/ownership: The proxy discloses special RSU awards for NEOs in December 2024, but does not disclose RSU grants or beneficial ownership details for Ms. Butler (non-NEO) under smaller reporting company rules limiting detailed disclosure to PEO and two other most highly compensated executive officers . The beneficial ownership table lists directors and NEOs; Ms. Butler is not included, and her individual holdings are not disclosed there .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date & Term | Employment Agreement dated June 26, 2025; initial term of 3 years; auto-renews for successive 1-year terms unless either party gives ≥90 days’ written notice of non-renewal |
| Severance (No Cause / Good Reason) | 1.0× of (current base salary + prior fiscal year incentive compensation) for Ms. Butler; COBRA premiums paid for 18 months; subject to separation agreement, release, and covenant compliance |
| Change-in-Control Severance | If qualifying termination occurs within 12 months post–change in control: 1.5× of (current base salary + prior fiscal year incentive compensation), plus COBRA premiums for 18 months; same conditions as above |
| Non-Compete & Non-Solicit | Non-compete and non-solicitation of customers/employees for 12 months post-termination; restricted territory defined as a 50-mile radius from Bank HQ in Grand Rapids, MI |
| Non-Solicitation of Protected Customers | Prohibits solicitation/diversion of Protected Customers for Competitive Services during Restricted Period |
| IP/Confidentiality | Protected Works and Confidential Information owned by Employer; assignment and cooperation obligations; survival clauses detailed in agreement |
| Reporting Line | Executive will report directly to the President of the Company |
Compensation Committee Analysis
- Independence & activity: Compensation Committee is comprised of independent directors under NYSE and SEC standards; met 2 times in 2024 prior to IPO; oversees executive pay design, risk alignment, succession, and human capital oversight .
- Consultant: FW Cook engaged in December 2024 to advise on executive compensation in preparation for the February 2025 IPO, benchmarking structure vs peers and program appropriateness .
- Equity grant timing: Committee grants equity on a predetermined schedule and does not time awards around MNPI; equity award disclosure timing is controlled to avoid affecting value .
Investment Implications
- Pay-for-performance alignment: Butler’s quarterly incentive is formulaic and directly tied to the residential lending channel’s net income, creating a strong link to divisional profitability and near-term execution incentives .
- Retention economics: Severance at 1.0× base + prior-year incentive, with 1.5× on change-in-control, is moderate versus typical bank executive packages; combined with a 12-month non-compete and non-solicit, retention risk is manageable but not eliminated if external opportunities arise .
- Selling pressure risk: Company-wide prohibitions on hedging and pledging reduce forced-selling risks from margin calls or derivative positions; pre-clearance and blackout periods further mitigate opportunistic trading concerns .
- Equity alignment disclosure gap: While NEOs received substantial special RSU awards in December 2024, Ms. Butler’s individual equity grant and ownership details are not disclosed due to smaller reporting company limitations, making it harder to precisely assess her equity-based alignment vs. peers .
- Governance quality: Independent Compensation Committee and use of an external consultant during IPO transition support a structured, market-aware program and reduce design risk .