David S. Hooker
About David S. Hooker
Independent director of Northpointe Bancshares, Inc. (NPB) since 1999; age 66 as of the 2025 proxy, with deep leadership and investment management background. Current roles include CEO/Manager of Greenville Partners and Executive Manager of Greenville Asset Management (since 2023), and President/Managing Member of C&H Holdings; prior CEO of Frederik Meijer Gardens & Sculpture Park (2008–2023). Education: BA in Economics (Kenyon College) and MBA (University of Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frederik Meijer Gardens & Sculpture Park | President & CEO | 2008–2023 | Led major non-profit; extensive leadership and management experience |
| DaVinci Capital | Partner | 2004–2006 | Private equity capital firm; financing for new/emerging companies |
| C&H Holdings | President & Managing Member | Not disclosed (current) | Real estate and automotive investment company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenville Partners | Chief Executive Officer & Manager | Since 2023 | Private investment management; strategic oversight |
| Greenville Asset Management | Executive Manager | Since 2023 | Private investment management; executive leadership |
| Mary Free Bed Rehabilitation Hospital | Director | Current | Healthcare non-profit board service |
| Gerald R. Ford Presidential Foundation | Director | Current | Foundation governance |
| Beer City Dog Biscuits | Director | Current | Non-profit/mission-driven organization |
| Grand Valley State University | Trustee | Prior | Higher education governance (dates not disclosed) |
Board Governance
- Independence: Determined independent as of January 1, 2025 under NYSE standards and company categorical criteria; ordinary-course banking relationships deemed immaterial to independence .
- Committees: Member, Compensation Committee and Corporate Governance & Nominating Committee; not on Audit .
- Attendance: Board met 12 times in 2024; each director attended at least 75% of aggregate board/committee meetings served; all directors attended 2024 annual meeting .
- Board leadership: CEO also serves as Chair; no lead independent director; independent directors hold executive sessions (following each regular Board and Audit Committee meeting, and at least annually for independents) .
- Risk oversight: Audit Committee oversees financial reporting/internal controls; Compensation oversees incentive comp, succession, human capital; Corporate Governance & Nominating oversees board composition/effectiveness and ESG/governance risks .
| Committee | Hooker Role | Chair? | 2024 Meetings |
|---|---|---|---|
| Audit | Not a member | — | 12 |
| Compensation | Member | No | 2 |
| Corporate Governance & Nominating | Member | No | 1 |
Board refresh: In Aug-2025, board expanded from 7 to 10 with three new independent directors (Chaudhary, Lawrence, Tuttle), each assigned to Compensation/Governance and Bank Audit committees, adding cybersecurity, audit, and capital markets expertise .
Fixed Compensation
| Director | Year | Fees Earned or Paid in Cash ($) | Total ($) |
|---|---|---|---|
| David S. Hooker | 2024 | 75,400 | 75,400 |
| 2024 Director Fee Schedule | Amount ($) |
|---|---|
| Annual cash retainer (non-employee directors) | 40,000 |
| Monthly Board meeting fee (Director) | 1,750 |
| Monthly Board meeting fee (Chairman) | 2,150 |
| Executive Loan Committee/ALCO meeting fee (Director) | 600 |
| Audit Committee meeting fee (Director) | 600 |
| Audit Committee meeting fee (Chairman) | 1,000 |
| Compensation Committee meeting fee (Director) | 600 |
Performance Compensation
| Item (Directors, 2024) | Detail |
|---|---|
| Stock/Option awards | None; directors did not receive stock or option awards in 2024 |
| Hedging/Pledging policy | Hedging and pledging of Company securities prohibited for directors; pre-clearance and blackout periods apply |
| Clawback policy | NYSE- and Rule 10D-1-compliant clawback for erroneously awarded compensation (executive officers) |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Mary Free Bed Rehabilitation Hospital | Non-profit | Director | Current service |
| Gerald R. Ford Presidential Foundation | Non-profit | Director | Current service |
| Beer City Dog Biscuits | Non-profit | Director | Current service |
| Grand Valley State University | Higher education | Trustee | Prior service |
No public company directorships for Hooker are disclosed in the proxy; no related-party transactions or interlocks involving Hooker reported beyond ordinary-course banking relationships .
Expertise & Qualifications
- Leadership and operations: CEO experience at major non-profit; current leadership in private investment firms .
- Finance/investment: Private equity background; investment management roles .
- Education: BA Economics (Kenyon), MBA (University of Michigan) .
Equity Ownership
| Holder/Structure | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David S. Hooker (aggregate) | 912,040 | 2.7% | Based on 34,315,099 total shares outstanding (30,342,919 voting; 3,972,180 non-voting) |
| David S. Hooker Trust | 900,040 | — | Hooker as trustee; sole voting/investment power |
| Tanis S. Hooker Discretionary Trust | 12,000 | — | Hooker as trustee; sole voting/investment power |
Beneficial ownership defined per SEC rules; percentages calculated on total outstanding as of April 4, 2025 . Company policy prohibits hedging and pledging of Company securities by directors .
Governance Assessment
- Strengths:
- Independent status; active roles on Compensation and Corporate Governance & Nominating Committees .
- Meets attendance threshold; Board and committee engagement; annual meeting attendance customary for all directors .
- Significant personal share ownership (2.7%), signaling alignment with shareholders .
- Prohibitions on hedging/pledging support alignment and mitigate risk; clawback policy in place .
- Related-party transaction controls and Regulation O adherence; no material related-party transactions involving directors reported .
- Watch items / potential red flags:
- Long tenure (Director since 1999) may raise refresh/independence perception concerns despite recent board expansion .
- Combined CEO/Chairman structure with no lead independent director reduces formal independent leadership at board level, though independent executive sessions are held .
- Ordinary-course loans to directors/executives exist by policy; 10-K shows insider loan balances moved to $0 by year-end 2024, but monitoring remains prudent .
- Recent board refresh:
- Aug-2025 appointments broaden expertise in cybersecurity, audit, and capital markets; Hooker remains on Compensation and Governance committees within expanded board .
Compliance note: In connection with the February 2025 IPO, all reporting persons inadvertently filed Form 3 late; subsequently filed. No specific Hooker Form 4 transactions are disclosed in the proxy .