John M. Eggemeyer III
About John M. Eggemeyer III
John M. Eggemeyer III, age 79, is an independent director of Northpointe Bancshares, Inc. (NPB) and has served on the Board since 2019; he is Castle Creek Capital’s designated nominee under a board representation right tied to Castle Creek’s ownership stake . He is Founder and Managing Partner of Castle Creek Capital LLC with 40+ years in banking, was named “Community Banker of the Year” by American Banker in 2006, and holds a B.S. from Northwestern University and an MBA from the University of Chicago . As of January 1, 2025, the Board determined he is independent under NYSE standards; NPB’s Board combines the CEO and Chair roles and has no lead independent director, but conducts executive sessions of non-management and independent directors regularly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Castle Creek Capital LLC | Founder and Managing Partner | Since 1990 | Banking investor since 1990; recognized as “Community Banker of the Year” (2006) |
| PacWest Bancorp | Director | 2000–2023 | Board service at publicly traded bank holding company |
| The Bancorp, Inc. | Director | 2016–2024 | Board service at publicly traded bank holding company |
| Large U.S. banking organizations | Senior executive roles | ~20 years prior to Castle Creek | Broad responsibilities across banking activities |
External Roles
| Organization | Role | Tenure | Board Committees |
|---|---|---|---|
| Banc of California, Inc. | Chair of the Board | Current | Member: Compensation; Nominating & Corporate Governance; Finance |
| Primis Financial Corp. | Director | Current | Chair: Enterprise Risk Committee |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Board determined Eggemeyer is independent under NYSE and Company standards (as of Jan 1, 2025) |
| Board leadership | Combined CEO/Chair (no lead independent director); independent director executive sessions held regularly |
| Board attendance | Board met 12 times in 2024; each director attended at least 75% of Board and committee meetings on which they served |
| Committee assignments | Audit (Member); Compensation (Member); Corporate Governance & Nominating (Member) |
| Committee meeting cadence (2024) | Audit: 12 meetings; Compensation: 2 meetings; Governance & Nominating: 1 meeting |
| Audit Committee financial expert | R. Jeffery Dean (not Eggemeyer) designated as “Audit Committee Financial Expert” |
| Castle Creek designation | Castle Creek holds board designation rights while owning ≥4.9% voting shares; Eggemeyer currently serves as its representative |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $40,000 |
| Board meeting fees | $1,750 per director ($2,150 for the Chairman) per monthly board meeting |
| Committee meeting fees | Executive Loan & ALCO: $600 per director; Audit: $600 per director ($1,000 for Chair); Compensation: $600 per director |
| 2024 total fees – J. M. Eggemeyer III | $74,800 (cash) |
| Equity grants to directors in 2024 | None; no stock or option awards granted to non-employee directors |
| Hedging/pledging | Directors prohibited from hedging, shorting, buying on margin, or pledging Company securities |
Performance Compensation
- No performance-based or equity compensation is disclosed for non-employee directors in 2024; director compensation was entirely cash-based, with meeting fees and retainers as outlined above .
Other Directorships & Interlocks
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Banc of California, Inc. | Chair of the Board | Current | Compensation; Nominating & Corporate Governance; Finance |
| Primis Financial Corp. | Director | Current | Chair: Enterprise Risk Committee |
| PacWest Bancorp | Director | 2000–2023 | Former director |
| The Bancorp, Inc. | Director | 2016–2024 | Former director |
Expertise & Qualifications
- Founder and Managing Partner of a long-tenured bank-focused private investment firm; over 40 years in banking and prior senior executive roles at major U.S. banks .
- Recognized by American Banker as “Community Banker of the Year” (2006) .
- Academic credentials: B.S. (Northwestern University) and MBA (University of Chicago) .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|
| John M. Eggemeyer III | 0 shares | <1% | Reports no beneficial ownership personally |
| Castle Creek Capital Partners VII, LP | 5,813,960 shares (1,841,780 voting; 3,972,180 non-voting) | 16.9% total; approx. 6.1% of voting common stock | Eggemeyer is founder/managing principal of GP of Castle Creek VII; footnote states he has no voting or shared investment power over Castle Creek VII shares; Castle Creek has board designation, information, preemptive, and registration rights while holding ≥4.9% voting shares |
Prohibitions: Directors may not hedge or pledge Company stock under the Insider Trading Policy .
Governance Assessment
- Committee assignments and engagement: Eggemeyer serves on all three standing committees (Audit, Compensation, Governance & Nominating), indicating broad governance involvement; the Audit Committee met 12 times in 2024, suggesting meaningful oversight cadence . Attendance across directors met at least the 75% threshold; no director-specific shortfalls disclosed .
- Independence and potential conflicts: The Board has determined Eggemeyer is independent; however, he is the Castle Creek designee under formal rights that include board representation, information access to Board materials, preemptive rights in future issuances, and “indemnitor of first resort” status for the Castle Creek-designated director. These rights persist while Castle Creek holds ≥4.9% voting shares and could create perceived conflicts in capital raises, disclosure access, or transactions implicating Castle Creek; the Company’s related party policy and Audit Committee review processes apply to such matters .
- Director pay and alignment: 2024 director compensation was all cash (no equity), and Eggemeyer reported no personal NPB share ownership, which may signal limited direct equity alignment; hedging and pledging are prohibited for directors .
- Board structure: Combined CEO/Chair with no lead independent director; independent executive sessions are held regularly, partially mitigating concentrated leadership risk .
- Controls and policies: Robust related party transaction policy referencing Regulation O and Federal Reserve Act Sections 23A/23B; clawback policy (NYSE Rule 10D-1 compliant) for executive officers; stringent trading restrictions for insiders .
RED FLAGS / Risk Indicators
- Castle Creek special rights: board designation, information access to Board materials, preemptive rights, and indemnification-first resort for the designee persist at ≥4.9% voting ownership; Eggemeyer is the current Castle Creek representative .
- Minimal disclosed alignment: No 2024 equity awards to directors and zero personal share ownership reported for Eggemeyer .
- Board leadership concentration: Combined CEO/Chair with no lead independent director .