David J. Christel
About David J. Christel
David J. Christel is President of the Bank’s Mortgage Purchase Program (MPP) at Northpointe Bancshares, Inc., with 25+ years of mortgage warehouse lending and commercial banking experience and a B.S. in Business Administration from the University of Buffalo . He joined Northpointe in 2010 and oversees the MPP business, with incentive compensation formulaically tied to MPP net income, aligning pay to unit profitability . Age: 59 . Northpointe’s executive compensation framework employs a clawback policy that complies with NYSE Rule 10D-1, and hedging/pledging of Company securities is prohibited, reinforcing governance alignment . Specific TSR, revenue growth, and EBITDA growth metrics for Christel’s tenure are not disclosed in the proxy or related filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NattyMac | President | 2004–2010 | Led a nationwide warehouse lender, core expertise for MPP leadership |
| Citigroup | Senior Level Management | 2000–2004 | Senior roles in large-scale banking operations |
| Republic Bank | Senior Level Management | 1996–2000 | Commercial banking management experience |
| HSBC | Senior Level Management | 1988–1996 | Global banking foundation in lending and operations |
External Roles
No public company directorships or external board roles disclosed for Christel .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 175,000 | 175,000 |
| Discretionary Bonus ($) | 0 | 0 |
Notes:
- Base salaries for 2025 employment agreements: $175,000 (Christel), with term updates effective June 26, 2025 .
Performance Compensation
| Component | Metric | Weighting/Formula | Target | Actual | Payout Timing | Vesting |
|---|---|---|---|---|---|---|
| Non-Equity Incentive (Cash) | MPP Net Income (Monthly) | 4% of MPP net income | Formulaic (no fixed target) | Not disclosed; paid $1,453,076 for 2024 | Monthly (and annual add-on if applicable) | Not applicable (cash) |
| Annual Add-On (Cash) | MPP Net Income (Annual) | Additional 1% if annual MPP net income ≥ $1,000,000 | ≥ $1,000,000 | Not disclosed | Annually | Not applicable (cash) |
| Equity Awards (RSUs) | Special RSU Award (Omnibus Plan) | One-time grant in IPO context | N/A | Grant date fair value $3,710,736 (257,690 RSUs) | Time-based vesting | One-third on each 12/19/2025, 12/19/2026, 12/19/2027 |
Summary Compensation (Multi-Year)
| Year | Salary ($) | Bonus ($) | Non-Equity Incentive ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 175,000 | 0 | 841,280 | 0 | 411,700 | 1,427,980 |
| 2024 | 175,000 | 0 | 1,453,076 | 3,710,736 | 598,406 (cash-settled SAR payment) | 5,937,218 |
Context:
- 2024 “All Other Compensation” reflects the automatic exercise and cash payment from cancellation of cash-settled SARs granted in 2019; SARs were cancelled effective December 19, 2024 .
Outstanding Equity Awards and Vesting
| Award Date | Unvested RSUs (#) | Market Value at 12/31/2024 ($) | Vesting Schedule |
|---|---|---|---|
| 12/19/2024 | 257,690 | 3,710,736 (at $14.40 per share) | One-third on each of 12/19/2025, 12/19/2026, 12/19/2027 |
Additional notes:
- The Special RSU Awards were granted under the Northpointe Bancshares, Inc. Omnibus Incentive Plan .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 407,690 shares (1.2% of common stock outstanding as of 4/4/2025) |
| Vested vs Unvested Breakdown | Unvested RSUs: 257,690 ; further breakdown of vested holdings not disclosed |
| Shares Pledged as Collateral | Pledging prohibited under Insider Trading Policy |
| Hedging | Hedging and derivative transactions prohibited |
| Trading Controls | Pre-clearance required; blackout periods apply |
Employment Terms
| Term | Detail |
|---|---|
| Current Role | President, Mortgage Purchase Program (MPP) |
| Employment Start at Northpointe | 2010 |
| Updated Employment Agreement (effective) | June 26, 2025; initial 3-year term, auto-renews for 1-year terms |
| Base Salary (as of June 26, 2025 Agreement) | $175,000 |
| Incentive Compensation | 4% of MPP net income paid monthly; +1% of annual MPP net income if annual ≥ $1,000,000 |
| Severance (No Cause/Good Reason) | 1.5x of (base salary + prior year incentive), plus 18 months of COBRA premiums; requires release and compliance with restrictive covenants |
| Change-in-Control Severance | 2.0x of (base salary + prior year incentive), plus 18 months COBRA, for qualifying terminations within 12 months post-CIC; also applies if within 12 months pre-CIC per agreement terms |
| Non-Compete/Non-Solicit | 1 year post-termination under 2025 agreements |
| Clawback Policy | NYSE Rule 10D-1 compliant; recovery of erroneously awarded comp upon restatement |
| 280G (Excise Tax) | Best-net cut: compare after-tax parachute vs cutback to avoid excise tax; applies whichever is more favorable to executive (no tax gross-up) |
Compensation Structure Analysis
- Shift from SARs to RSUs: Cash-settled SARs were cancelled on 12/19/2024 with cash settlement, and one-time Special RSUs were granted tied to IPO timing—reducing option-like upside risk and anchoring retention via time-based vesting .
- High at-risk pay linkage: Cash incentives are a direct percentage of MPP net income (4% monthly + potential 1% annual), indicating strong alignment with business unit profitability and throughput execution .
- Governance safeguards: Clawback policy in place; hedging/pledging prohibited; trading controls enforced through pre-clearance and blackout periods .
- External benchmarking: FW Cook engaged to advise on compensation structure for IPO; specific compensation peer group not disclosed .
Related Party Transactions and Policies
- Loans to insiders permitted only on substantially the same terms as comparable transactions with non-insiders; all extensions of credit are reviewed and approved under Company policies and applicable law .
- Formal related party transaction policy consistent with SEC and NYSE requirements; Audit Committee review/approval required for Item 404 transactions .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting agenda covered director elections and auditor ratification; no say-on-pay proposal was voted (emerging growth company disclosure regime) .
- Auditor ratification passed (20,324,891 For; 7,877 Against; 3,267,298 Abstentions) .
- All seven directors elected with strong majorities; indicates broader shareholder support posture .
Investment Implications
- Incentive alignment: Christel’s cash incentives scale directly with MPP net income, driving focus on profitable growth; the RSU schedule anchors retention through 2027 with annual vesting cycles that may create periodic supply overhang at each vesting date .
- Retention risk: Moderate, mitigated by three-year time-based RSUs and enhanced severance (1.5x; 2.0x on CIC) in mid-2025 agreements; restrictive covenants (1-year non-compete) protect franchise value .
- Governance risk: Low—robust clawback, hedging/pledging prohibitions, and insider trading controls; no tax gross-ups under 280G, using a best-net cutback framework .
- Trading signals: Watch vesting dates (12/19/2025, 12/19/2026, 12/19/2027) and blackout windows; lack of pledging reduces forced selling risk, but time-based vests can introduce incremental float as awards settle .