David Lawrence
About David Lawrence
David F. Lawrence is an independent director of Northpointe Bancshares, Inc. appointed effective August 12, 2025, with a term expiring at the 2026 annual meeting; the Board determined he is independent under NYSE and SEC rules . He brings nearly 40 years of audit and financial services experience, including serving as an audit partner at Crowe LLP where he led Crowe’s Michigan Financial Services Audit Practice . He was appointed to the Company’s Audit Committee, Compensation Committee, and Corporate Governance & Nominating Committee, and to the Bank’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crowe LLP | Audit Partner; led Michigan Financial Services Audit Practice | Not disclosed | Led assurance and consulting engagements for larger publicly traded banks |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or related-party arrangements disclosed at appointment |
Board Governance
- Independence: Board determined Lawrence is independent under NYSE/SEC standards .
- Term: Appointed Aug 12, 2025; term runs to the 2026 annual meeting .
- Committee assignments: Audit (Company and Bank), Compensation, Corporate Governance & Nominating .
- Meeting attendance: Not disclosed for Lawrence; directors are expected to attend all Board and committee meetings, and in 2024 each director attended at least 75% of meetings .
- Executive sessions: Independent/non-management directors meet in executive session after regularly scheduled Board and Audit Committee meetings; longest-serving independent/non-management director presides .
| Committee | Member/Chair | Notes |
|---|---|---|
| Audit (Company) | Member | Lawrence appointed Aug 12, 2025 |
| Audit (Bank) | Member | Lawrence appointed Aug 12, 2025 |
| Compensation | Member | Lawrence appointed Aug 12, 2025 |
| Corporate Governance & Nominating | Member | Lawrence appointed Aug 12, 2025 |
Fixed Compensation
Lawrence will be compensated under the existing non-employee director program described in the April 11, 2025 proxy . The 2024 structure (cash-only) was as follows:
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | For all non-employee directors |
| Monthly Board meeting fee (member) | 1,750 per meeting | Chairman: 2,150 per meeting |
| Executive Loan Committee / ALCO | 600 per meeting | Applies to directors serving on these committees |
| Audit Committee | 600 per meeting | Chairman: 1,000 per meeting |
| Compensation Committee | 600 per meeting | — |
| Equity awards | None | No stock or option awards to directors in 2024 |
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Equity-based director grants (RSUs/Options) | None disclosed | Non-employee directors did not receive stock or options in 2024 |
| Performance metrics linked to director pay | Not disclosed | No performance-linked director compensation disclosed |
| Hedging/Pledging restrictions | Prohibited | Short-selling, derivatives, margin purchases, and pledging of Company stock prohibited for directors |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Lawrence at appointment .
- Related-party transactions: None involving Lawrence under Item 404(a) at appointment .
- Auditor interlock: Company’s independent auditor is RSM US LLP; Lawrence’s prior firm was Crowe LLP (no auditor conflict indicated) .
Expertise & Qualifications
- Technical expertise: Audit, finance, accounting, compliance, and governance for financial institutions; led audit and consulting engagements for larger publicly traded banks .
- Industry experience: ~40 years in financial services auditing .
- Board-relevant qualifications: Adds financial stewardship and audit rigor to the Audit Committee .
Equity Ownership
Lawrence filed a Form 3 stating no securities were beneficially owned at the time of his appointment (event date 08/12/2025; filed 10/29/2025). A Section 16 Power of Attorney was executed to facilitate filings.
| Filing | Event Date | Filing Date | Beneficial Ownership | Notes |
|---|---|---|---|---|
| Form 3 (Initial Statement) | 08/12/2025 | 10/29/2025 | None | “No securities are beneficially owned.” |
| Section 16 Power of Attorney (Exhibit 24) | — | 10/29/2025 | — | Signed by David F. Lawrence |
Governance Assessment
-
Positive signals:
- Independent appointment to Audit, Compensation, and Corporate Governance & Nominating Committees strengthens board oversight and audit rigor .
- No Item 404 related-party transactions at appointment reduce conflict risk .
- Company prohibits director hedging/pledging, aligning with investor-friendly practices .
-
Watchpoints / RED FLAGS:
- Low “skin-in-the-game”: Form 3 reports no beneficial ownership at appointment, which may reduce perceived alignment until ownership builds .
- Cash-heavy director pay with no disclosed equity component in 2024 suggests limited long-term equity alignment for non-employee directors, unless program updated post-IPO .
-
Context:
- Board expanded from 7 to 10 directors as part of governance refresh; Lawrence brings deep audit expertise relevant to risk oversight and financial reporting in a newly public company .
- Independent audit firm is RSM US LLP; Lawrence’s prior affiliation with Crowe LLP does not present an auditor interlock .