Charles A. Williams
About Charles A. Williams
Founder, Chairman, and Chief Executive Officer of Northpointe Bancshares, Inc. (and CEO of Northpointe Bank). Age 62; director since 1998; 42+ years in banking; Graduate School of Banking, University of Wisconsin . Dual role as CEO and Chairman with no designated Lead Independent Director; Board asserts oversight is effective without separating roles or appointing a lead independent director; six of seven directors are independent (Mr. Williams is not) . IPO completed in February 2025; governance/committee structures reflect NYSE listing requirements post‑IPO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First National Bank of America (formerly First National Bank of Michigan) | Senior Vice President, Senior Lending Officer, Director | 1988–1997 | Led origination/approval/administration of loans similar to Northpointe’s focus areas; served on executive board committee and senior management committees . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | No outside public company directorships or external roles cited in Mr. Williams’ biography within the proxy . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 437,749 | 437,749 |
| Target Bonus % | Formulaic (10% of quarterly net after‑tax consolidated income; no % of salary target) | Formulaic (10% of quarterly net after‑tax consolidated income; no % of salary target) |
| Discretionary Cash Bonus ($) | 0 | 0 |
Notes: CEO’s annual cash incentive is contractual and formula‑based rather than a %‑of‑salary target; payout conditions include regulatory/compliance gates (bank composite rating ≥ “3” and no unpaid interest/dividends) .
Performance Compensation
Annual/Short‑Term Incentive
| Metric | Weighting | Target | Actual Payout | Payout Form | Vesting |
|---|---|---|---|---|---|
| 10% of consolidated net income (after tax, before accrual of CEO incentive), each quarter; forfeited if safety/soundness composite rating < “3” or if Company/Bank has unpaid due interest/dividends on debt/TPs | n/a | Contractual formula | 2023: $2,287,957; 2024: $4,446,255 | Cash | Paid after determination; no deferral |
Long‑Term Incentive and Equity
| Award Type | Grant Date | Shares/Units | Grant‑Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Special RSU Award (time‑based, one‑time in connection with IPO) | 12/19/2024 | 257,690 | 3,710,736 | 49,560 on 4/1/2025; 49,560 on 4/1/2026; 49,560 on 4/1/2027; 49,560 on 4/1/2028; 59,450 on 4/1/2029 | Granted under Omnibus Incentive Plan |
| Cash‑Settled SARs (2019 grants) | n/a | n/a | n/a | Vested/auto‑exercised per terms; all outstanding SARs cancelled 12/19/2024 | 2024 “All Other Compensation” includes amount realized on automatic exercise (2024 SAR Payment) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,135,362 shares; 9.1% of common stock as of April 4, 2025 . |
| Unvested RSUs Outstanding (12/31/2024) | 257,690 units; market value $3,710,736 at $14.40/share . |
| Options/Derivatives | Cash‑settled SARs from 2019 were cancelled effective 12/19/2024; no outstanding options disclosed . |
| Hedging/Pledging | Company policy prohibits hedging, short sales, derivatives, buying on margin, and pledging by directors/officers/employees . |
| Insider Trading Controls | Blackout periods and pre‑clearance required; policy filed as Exhibit 19 to 2024 10‑K . |
| Clawback | NYSE/Rule 10D‑1 compliant clawback policy for erroneously awarded incentive compensation on restatement . |
| Section 16 Compliance | Mr. Williams had one late Form 4 for a share purchase around the IPO; subsequently filed . |
Potential selling pressure considerations:
- Multi‑year RSU vesting dates (April 1, 2025–2029) may create periodic sell‑to‑cover activity on vest dates .
- Pledging prohibited, reducing forced‑sale collateral risk .
Employment Terms
| Term | Key Provisions |
|---|---|
| Role/Tenure | Founder; CEO and Chairman since 1998 . |
| Employment Term | Five‑year agreement with automatic one‑year renewals . |
| Annual Incentive | Contractual 10% of quarterly net after‑tax consolidated income (pre‑accrual of CEO incentive); subject to regulatory/compliance gates . |
| Termination Without Cause | Continued base salary for the “Williams Severance Period” (defined in agreement), plus the greater of (i) annual incentive that would have been earned for the year of termination or (ii) most recent earned annual incentive; continued benefits for the Severance Period . |
| Disability | 70% of base salary monthly through remainder of current term + six months, plus 70% of any incentive comp otherwise payable; continued health benefits during period . |
| Change‑in‑Control (CIC) | Lump sum = 299% of (base salary + Most Recent Earned Annual Incentive Payment), plus 36 months healthcare, if terminated without cause within 2 years after CIC or terminated without cause within 2 years prior to CIC (with CIC occurring subsequently within term + 6 months); also payable if he voluntarily resigns for any reason within 6 months post‑CIC . |
| Restrictive Covenants | Non‑compete and non‑solicit for one year post‑termination . |
Board Governance
- Board Service: Director since 1998; Chairman of the Board; also CEO (non‑independent) .
- Board Leadership: Combined CEO/Chair; no policy requiring separation and no Lead Independent Director designated .
- Independence: Six of seven directors deemed independent (excluding Mr. Williams) .
- Committees and Chairs: Mr. Williams serves on no standing committees; Audit Chair: R. Jeffery Dean; Compensation Chair: Bruce L. Edger; Corporate Governance & Nominating Chair: Bruce L. Edger .
- Meetings/Attendance: 12 Board meetings in 2024; each director attended at least 75% of aggregate Board/committee meetings .
- Executive Sessions: Non‑management directors meet after Board and Audit meetings; independent directors meet separately at least annually; longest‑tenured independent/non‑management director presides .
Director compensation (context for dual roles): Non‑employee directors received $40,000 cash retainer plus meeting fees; no equity awards in 2024 . (Employee directors like Mr. Williams are not listed in the non‑employee director compensation table.)
Compensation Structure Analysis
- Shift to time‑based RSUs: One‑time “Special RSU Awards” tied to IPO provide multi‑year time‑based vesting (no explicit performance-vesting), reducing risk to the executive but strengthening retention .
- Formulaic pay‑for‑profitability: CEO cash incentive directly linked to quarterly consolidated net income (after tax) with regulatory/compliance gates, aligning with profitability but not explicitly with TSR or risk‑adjusted metrics .
- Legacy SARs eliminated: Cancellation of cash‑settled SARs (12/19/2024) removes derivative overhang; 2024 included SAR cashouts in “All Other Compensation” .
- Consultant/benchmarking: The Board engaged FW Cook in Dec 2024 to advise on executive comp structure for the IPO; peer group specifics and target percentile not disclosed in proxy .
Related Party, Ownership Concentration, and Interlocks
- Castle Creek: Significant holder with board designation rights; current representative John M. Eggemeyer III (independent director). Rights include representation, information access, preemptive rights (≥4.9% ownership threshold) and registration rights; as of April 4, 2025 Castle Creek owned ~6.1% of voting common stock (and larger total position, inclusive of non‑voting) .
- Policy on related party transactions: Formal written policy; loans to insiders occur at market terms, ordinary course, within regulatory limits .
Multi‑Year Compensation (SCT Extract)
| Year | Salary ($) | Non‑Equity Incentive ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 437,749 | 2,287,957 | 0 | 411,700 | 3,137,406 |
| 2024 | 437,749 | 4,446,255 | 3,710,736 | 374,200 | 8,968,940 |
Notes: 2024 Stock Awards reflect Special RSU grant-date fair value; 2024 “All Other” includes SAR cashout; 2023 “All Other” includes specified amounts per SCT footnotes .
Ownership Snapshot
| Holder | Shares | % Outstanding |
|---|---|---|
| Charles A. Williams | 3,135,362 | 9.1% |
Outstanding unvested RSUs at 12/31/2024: 257,690 ($3,710,736 at $14.40) .
Employment & Contracts Key Economics
| Scenario | Cash Severance | Bonus/IEP Treatment | Health/Benefits | Post‑Employment Covenants |
|---|---|---|---|---|
| Termination without Cause (non‑CIC) | Base salary for “Williams Severance Period” | Greater of (i) annual incentive that would have been earned for year of termination; or (ii) most recent earned annual incentive | Continued benefits during Severance Period | Non‑compete/non‑solicit 1 year |
| Disability | 70% base salary through remainder of term + 6 months; 70% of any incentive comp otherwise payable | 70% incentive (as above) | Continued health coverage during period | Standard |
| Change in Control (post‑CIC within 2 years, or voluntary resignation for any reason within 6 months post‑CIC; or pre‑CIC termination within 2 years with CIC occurring within term + 6 months) | Lump sum 299% of (base salary + Most Recent Earned Annual Incentive Payment) | Included in lump sum formula | 36 months healthcare | Non‑compete/non‑solicit 1 year |
Board Service History and Dual‑Role Implications
- Board service: Director since 1998; Chairman since founding .
- Committee roles: None (committees entirely independent directors) .
- Dual‑role considerations: Combined CEO/Chair without Lead Independent Director increases reliance on committee independence and executive sessions for oversight; company cites recurring independent director executive sessions and majority independent board to mitigate .
Risk Indicators & Red Flags
- Dual role without lead independent director (governance risk) .
- Generous CIC terms include eligibility upon voluntary resignation for any reason within six months following a CIC (modified single‑trigger feature) .
- Section 16 late filing (one Form 4; since cured) .
- Hedging/pledging prohibited (mitigates alignment risk) .
- No evidence of tax gross‑ups; agreements for other NEOs include best‑net cutback approach; CEO agreement disclosures do not indicate gross‑ups .
Compensation Committee & Governance Process
- Compensation Committee comprised of independent directors; met in 2024; chartered responsibilities include CEO evaluation/comp setting, risk review of incentives, and human capital oversight .
- FW Cook engaged in Dec 2024 for IPO‑related compensation benchmarking/advice .
- No committee interlocks; ordinary‑course insider loans at market terms .
Investment Implications
- Alignment: Large personal stake (9.1%) plus profit‑linked cash incentive (10% of quarterly net income) indicate strong focus on profitability; hedging/pledging prohibitions and a clawback policy strengthen alignment .
- Retention and supply dynamics: One‑time IPO RSUs vesting through 2029 create durable retention but may cause periodic sell‑to‑cover flows around April 1 each year .
- Governance: Combined CEO/Chair and absence of Lead Independent Director elevate governance risk; independent committees and regular executive sessions partially mitigate .
- Change‑in‑control: 2.99× CIC multiple on cash comp base plus voluntary resignation eligibility within six months post‑CIC is shareholder‑unfriendly relative to best practices; raises potential cost-of-control considerations .