Kevin J. Comps
About Kevin J. Comps
Kevin J. Comps (age 43) is President and Secretary of Northpointe Bancshares, Inc. and Northpointe Bank, overseeing Residential Lending, Deposit Banking, Loan Servicing, IT, Compliance, Legal, Administration, Facilities, and HR; he joined the Bank in 2012 for three years and returned in 2017. He holds a B.S. in Business Administration from Central Michigan University and a degree from the Graduate School of Banking at the University of Wisconsin, with 20+ years of financial services experience including Director of Finance and Accounting, Controller, and CFO roles at Capitol National Bank, Flagstar Bank, Michigan Commerce Bank, and Capitol Bancorp Limited . Operationally, Comps highlighted pristine credit quality in Q2 2025: net charge-offs of $488,000 (4 bps of average loans), MPP at 49.6% of loans with high-quality performance, average FICO 751 and portfolio LTV ~72% including MI, reflecting conservative underwriting during his oversight of core banking functions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northpointe Bank | Executive management across Residential Lending, Deposits, Servicing, IT, Compliance, Legal, Admin, Facilities, HR; President & Secretary | Joined 2012 for 3 years; rejoined 2017 | Led multi-function operations; broad oversight of lending and banking infrastructure |
| Capitol National Bank | Director of Finance & Accounting; Controller; CFO | Not disclosed | Senior finance leadership; foundation for bank operations expertise |
| Flagstar Bank | Finance leadership roles | Not disclosed | Large-bank experience; mortgage and banking domain knowledge |
| Michigan Commerce Bank | Finance leadership roles | Not disclosed | Regional banking operations and controls |
| Capitol Bancorp Limited | Finance leadership roles | Not disclosed | Holding company finance; multi-bank oversight exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy lists executive officers and director nominees; no external public-company directorships are disclosed for Comps . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary ($) | 292,239 | 321,249 |
| Bonus ($) | 200,000 (discretionary) | 330,000 (discretionary) |
| Non-Equity Incentive Plan Compensation ($) | 0 | 0 |
| All Other Compensation ($) | 248,220 | 319,270 (includes $318,070 cash-settled SAR payment + $1,200 mobile allowance) |
| Total ($) | 740,459 | 4,413,415 |
Current terms (effective June 26, 2025): Base salary $400,000 and initial annual bonus target of 100% of base salary, per new employment agreement .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Compensation Committee subjective review of Company and individual performance | Not disclosed | Not disclosed | $330,000 cash (discretionary) | N/A |
| Special RSU Award (granted 12/19/2024) | Time-based RSUs (no performance condition) | Not disclosed | 239,090 units | Grant-date fair value $3,442,896; market value computed at $14.40/share as of 12/31/2024 | Vests one-third on each of the first three anniversaries from 12/19/2024 (beginning 12/19/2025), subject to continued employment |
| Cash-Settled SARs (legacy) | Automatically exercised/cancelled in 2024 | N/A | N/A | $318,070 payout included in 2024 “All Other Compensation” | Cancelled effective 12/19/2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 246,453 shares; less than 1% of outstanding |
| Shares Outstanding Reference | 34,315,099 shares outstanding as of April 4, 2025 (includes 30,342,919 voting and 3,972,180 non-voting) |
| Unvested Equity | 239,090 RSUs granted 12/19/2024; vest one-third annually beginning 12/19/2025 |
| Market Value of Unvested RSUs (12/31/2024) | $3,442,896 (239,090 × $14.40) |
| Hedging/Pledging Policy | Prohibits hedging, short-selling, derivatives, buying on margin, and pledging company securities; trading requires pre-clearance and blackout compliance |
| Clawback Policy | NYSE/Rule 10D-1 compliant; recovery of erroneously awarded compensation following a restatement |
| Ownership Guidelines | Not disclosed in proxy; governance documents described, but no stock ownership guideline is specified for executives |
Vested vs. unvested breakdown beyond the RSUs is not disclosed; the beneficial ownership table notes Comps’ percentage is less than 1% .
Employment Terms
| Term Component | Key Provisions |
|---|---|
| Agreement Date & Term | Employment agreement approved June 26, 2025; initial term 3 years; auto-renews for 1-year terms unless 90-day prior non-renewal notice |
| Base Salary | $400,000; subject to annual Compensation Committee review |
| Bonus Target | 100% of base salary (initial target) |
| Severance (No Cause/Good Reason) | 1.5× (base salary + greater of target bonus or average bonus over prior three years), plus payment of COBRA premiums for 18 months; requires separation agreement/release, covenant not to sue, and compliance with restrictive covenants |
| Change-in-Control (CIC) | If qualifying termination occurs within 12 months following a CIC: 2.0× (same formula as above), plus COBRA for 18 months |
| Restrictive Covenants | Non-compete and non-solicit for one year post-termination; required for severance eligibility |
| Disability/Other Legacy Terms | Prior proxy describes pre-IPO disability/severance constructs; current governing agreement is June 2025 Employment Agreement |
Compensation Committee Analysis
- Committee independence and oversight: The Compensation Committee met 2 times in 2024 pre-IPO, is fully independent per NYSE/SEC, oversees executive pay, risk review of incentives, director pay, and succession planning .
- Consultant engagement: FW Cook engaged in December 2024 for IPO-related compensation program benchmarking and design appropriateness; services in 2024 were related to executive compensation .
Governance and Compliance Notes
- Insider trading controls: Blackouts and pre-clearance required; hedging/pledging prohibited for all directors, officers, and employees .
- Section 16 reporting: All Reporting Persons (including executive officers) failed to timely file initial Form 3s at IPO but subsequently filed; one late Form 4 by the CEO was reported and filed later .
- Stockholder communications & proposals: Corporate Secretary is the contact for stockholder communications and proposals; deadlines for 2026 proposals are specified .
Performance Highlights
- Q2 2025 credit quality: Net charge-offs $488,000 (4 bps), MPP 49.6% of loans, average FICO 751, portfolio LTV ~72% including MI—indicating disciplined underwriting and portfolio seasoning .
- Q3 2025 earnings communications listed Comps as contact for investor relations matters .
Compensation Structure Observations
- Pay mix shift: 2024 total compensation for Comps included a significant one-time RSU grant ($3.44M grant-date fair value) linked to IPO and cancellation/payout of legacy cash-settled SARs; annual bonus remained discretionary without disclosed formulaic metrics .
- Time-based RSUs: Vesting on three anniversaries from 12/19/2024 (starting 12/19/2025) may create supply events around vest dates; hedging/pledging prohibitions and pre-clearance requirements constrain speculative trading .
- Severance/CIC economics: New agreement increases certainty of benefits with 1.5× standard severance and 2.0× CIC multiple tied to qualifying termination; non-compete/non-solicit conditions apply .
Investment Implications
- Alignment and retention: Comps holds 246,453 shares (<1%) and has 239,090 unvested RSUs that vest over three years starting 12/19/2025, supporting medium-term retention and pay alignment through equity exposure .
- Trading signals: Annual RSU vest dates beginning 12/19/2025 can be watchpoints for potential Form 4 activity; however, the company’s hedging/pledging ban and pre-clearance policy mitigate speculative selling pressure .
- Downside protection and change-in-control: The 1.5× severance and 2.0× CIC multiple (with health benefits) reduce personal downside risk and could affect decision-making around strategic transactions; restrictive covenants temper post-exit competitive risk .
- Execution track record: Credit metrics under Comps’ operational purview (low charge-offs, high FICO, moderate LTV) indicate strong portfolio quality, a positive signal for risk management and earnings durability in a mortgage-focused bank .