Bruce L. Edger
About Bruce L. Edger
Bruce L. Edger (age 73) has served as a director of Northpointe Bancshares, Inc. since 2005 and is affirmatively determined to be independent under NYSE standards as of January 1, 2025 . He holds a bachelor’s degree in Business from Davenport College and has a background spanning securities brokerage, investment advisory, retirement plan services, corporate management, and banking . The Board held 12 meetings in 2024, and each director attended at least 75% of the aggregate meetings of the Board and committees on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beaconsfield Financial Services, Inc. | Registered Securities Principal | Since 1990 | Provides investment advisory and wealth management services to clients, including a number of NPB stockholders |
| Summit Advisors, LLC | Investment Advisor Representative | Since 1990 | Portfolio management for individuals and small businesses |
| Pension Systems, LLC | Chief Executive Officer & Co-owner | Prior role (dates not specified) | Retirement plan services to employers |
| Reclamet, Incorporated | Controller & General Manager | Prior role (dates not specified) | Corporate management and operations |
| Hastings City Bank | Loan Officer | Prior role (dates not specified) | Commercial and consumer lending |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Beaconsfield Financial Services, Inc. | Registered Securities Principal | Since 1990 | Private | Full-service brokerage; client base includes NPB stockholders |
| Summit Advisors, LLC | Investment Advisor Representative | Since 1990 | Private | Portfolio management |
Board Governance
- Committee assignments and leadership:
- Compensation Committee: Chair
- Corporate Governance & Nominating Committee: Chair
- Audit Committee: Not a member
- Independence: Determined independent under NYSE standards (as of Jan 1, 2025) .
- Board/committee meetings:
- Board meetings in 2024: 12; each director attended ≥75% of meetings .
- Audit Committee met 12 times in 2024 .
- Compensation Committee met 2 times in 2024 .
- Corporate Governance & Nominating Committee met 1 time in 2024 .
- Executive sessions: Non-management directors meet after each regular Board and Audit Committee meeting; independent directors meet at least annually, presided by the longest-serving independent/non-management director .
Fixed Compensation
| Component | Amount/Policy | 2024 Amount for B. Edger |
|---|---|---|
| Annual cash retainer | $40,000 | $40,000 (included in total) |
| Board meeting fees | $1,750 per director; $2,150 for Chairman (monthly Board meetings) | Included in total; per-meeting schedule shown |
| Executive Loan Committee & ALCO | $600 per director per meeting | Included in total; per-meeting schedule shown |
| Audit Committee | $600 per director; $1,000 for Chairman per meeting | Not applicable (not a member) |
| Compensation Committee | $600 per director per meeting | Included in total; committee chair role |
| Corporate Governance & Nominating | $600 per director per meeting | Included in total; committee chair role |
| Total cash fees earned (2024) | Sum of retainer + meeting fees | $78,350 |
| Equity awards to directors (2024) | None | None |
| Hedging/pledging policy | Prohibited for directors/officers/employees | Policy prohibits short-selling, derivatives, margin, pledging |
| Clawback policy | NYSE Rule 10D‑1 compliant | Compensation recoverable upon restatement |
Performance Compensation
| Metric/Instrument | 2024 Director Policy/Outcome |
|---|---|
| Performance cash bonus | Not disclosed/applicable to non-employee directors (no performance-based director bonus) |
| Equity-based performance awards (RSUs/PSUs) | None granted to non-employee directors in 2024 |
| Option awards | None granted to non-employee directors in 2024 |
| Performance metrics tied to director compensation | None disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlock/Conflict Note |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Bruce Edger |
- Castle Creek board designation applies to John M. Eggemeyer III; not to Bruce Edger .
- Compensation Committee Interlocks: No member is/was an employee; no related party transactions requiring disclosure other than ordinary-course loans; members qualify as non‑employee directors .
Expertise & Qualifications
- Financial services expertise across brokerage/advisory, retirement plans, bank lending; business degree (Davenport College) .
- Governance experience evidenced by chairing both Compensation and Corporate Governance & Nominating Committees .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Vehicle |
|---|---|---|---|
| Bruce L. Edger | 223,830 | Less than 1% | Bruce L Edger Trust; trustee holds voting/investment power |
- Company prohibits hedging, short-selling, derivatives, margin purchases, and pledging of Company securities for directors .
Shareholder Voting Signal (2025 Director Election)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Bruce L. Edger | 21,931,408 | 939,114 | 729,544 |
Interpretation: Strong support with relatively modest withhold level versus peers; overall board slate elected by plurality .
Governance Assessment
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Strengths
- Independent status and long tenure bring institutional knowledge; chairs two key committees (Compensation; Corporate Governance & Nominating) indicating trusted oversight role .
- Clear prohibitions on hedging/pledging; clawback policy compliant with NYSE/Rule 10D‑1; no director equity grants in 2024—minimizes risk of misaligned short‑term incentives for directors .
- Ordinary-course related party lending practices and formal related-party transaction approval policy reduce conflict risk; Board deemed director relationships immaterial for independence .
-
Potential Risks / RED FLAGS
- Advisory client base includes “a number of stockholders of Northpointe Bancshares,” posing potential perceived conflicts; Board assessed independence as immaterial, but continued monitoring advisable .
- Oversight concentration: simultaneous chair roles on Compensation and Corporate Governance & Nominating committees centralize influence; best practice often favors distribution of chair roles among multiple independents .
- Long tenure (since 2005) may raise refreshment concerns despite Board’s stance against arbitrary term limits; Board conducts annual self‑evaluation and addresses succession planning .
-
Engagement/Attendance
- Board met 12 times in 2024; each director attended ≥75%—baseline acceptable engagement level .
-
Shareholder Signal
- 2025 annual meeting voting shows strong support for Edger’s re‑election, consistent with broader board approval .