R. Jeffery Dean
About R. Jeffery Dean
R. Jeffery Dean, 66, has served as an independent director of Northpointe Bancshares, Inc. (NPB) since 1999, bringing deep finance, accounting, and real estate operating experience to the board. He is the Audit Committee Chair and has been designated an “Audit Committee Financial Expert,” reflecting his CPA and related credentials; he also serves on the Compensation and Corporate Governance & Nominating Committees. The board has affirmatively determined Mr. Dean to be independent under NYSE standards. He holds a B.S. in Finance from Michigan State University and is a CPA, CMA, and CPIM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evolution Insurance Company | President | Former (years not disclosed) | Led insurance operations; adds risk and control perspective |
| The Armada Group (Grand Rapids, MI) | Chief Executive Officer and President | Former (years not disclosed) | Executive leadership, operations oversight |
| General Electric | Various positions | Former (years not disclosed) | Large-scale operating discipline; process rigor |
| Price Waterhouse | Professional roles | Former (years not disclosed) | External audit/accounting foundation (CPA) |
| BDO Seidman | Professional roles | Former (years not disclosed) | Audit/accounting experience (CPA) |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| Tallgrass Properties | President & Owner | 2010–present | Commercial real estate development |
| JCMD Leasing | President & Owner | 1994–present | Industrial equipment leasing |
Board Governance
- Independence: The Board determined Mr. Dean independent as of Jan 1, 2025 (NYSE standards). Six of seven directors are independent .
- Committee assignments: Audit (Chair), Compensation (Member), Corporate Governance & Nominating (Member) .
- Financial expert designation: Mr. Dean qualifies as an SEC-defined “Audit Committee Financial Expert” .
- Attendance: The Board met 12 times in 2024; each director attended at least 75% of Board and committee meetings. All then-current directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors may meet after each regular Board and Audit meeting; independent directors meet in executive session at least annually; longest-serving independent director presides .
- Board leadership structure: CEO also serves as Chair; no independent lead director by policy or designation (Board periodically reevaluates structure) .
Committee activity (2024):
| Committee | Role (Dean) | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 12 |
| Compensation | Member | 2 |
| Corporate Governance & Nominating | Member | 1 |
Fixed Compensation
| Component | 2024 Amount/Structure |
|---|---|
| Annual cash retainer | $40,000 |
| Board meeting fees | $1,750 per director; $2,150 for the Chairman (per monthly board meeting) |
| Audit Committee meeting fees | $600 per director; $1,000 for the Chairman (per meeting) |
| Executive Loan Committee & ALCO meeting fees | $600 per director (per meeting) |
| Compensation Committee meeting fees | $600 per director (per meeting) |
| Equity or option awards to directors (2024) | None |
| Total fees earned (Dean, 2024) | $79,800 |
Notes:
- Mr. Dean’s 2024 director compensation was entirely in cash; no stock or option awards were granted to non-employee directors in 2024 .
Performance Compensation
- No performance-based compensation for non-employee directors was disclosed for 2024; directors did not receive RSUs, PSUs, or options tied to performance metrics .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Mr. Dean in the proxy biography .
- Compensation Committee interlocks: The proxy states no member of the Compensation Committee engaged in relationships requiring disclosure under SEC interlock rules; ordinary-course loans on market terms are noted as exceptions but are permissible and regulated .
Expertise & Qualifications
- Financial credentials: CPA; Certified Management Accountant; Certified in Production and Inventory Management; SEC-designated Audit Committee Financial Expert .
- Industry/functional expertise: Commercial real estate (developer/owner), equipment leasing (owner/operator), prior leadership in insurance and diversified operating roles; Big Four/large-firm audit experience (Price Waterhouse, BDO) .
- Tenure and institutional knowledge: Director since 1999 (approx. 26 years as of 2025), providing continuity and deep understanding of Northpointe’s business model and risk profile .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 614,790 |
| Beneficial ownership (%) | 1.8% of outstanding shares |
| Ownership form | Shares held by the Jill M Dean U/A/D November 16, 2007 Trust; Mr. Dean is trustee with voting and investment power |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
Positives
- Strong financial stewardship: Audit Committee Chair with SEC “financial expert” designation; signed the Audit Committee Report, indicating active oversight of financial reporting, controls, and auditor independence .
- Independence and engagement: Board-determined independent; served on three principal committees; board/committee attendance at or above 75% in 2024; non-management and independent executive sessions strengthen oversight .
- Alignment via meaningful ownership: 1.8% beneficial stake (held via trust) provides material skin-in-the-game relative to board peers in many small-cap banks .
- Risk management coverage: Committee structures and charters assign clear oversight of financial, compensation, and governance risks; Audit Committee met 12 times in 2024, reflecting active cadence .
Watch items / potential red flags
- Board leadership structure: CEO/Chair roles combined with no independent lead director may constrain independent agenda-setting; this is a governance watch item for investors seeking enhanced independent oversight .
- Director pay mix (pre-IPO year): 2024 non-employee director compensation was entirely cash; absence of equity grants limits direct alignment with shareholder returns. This may evolve post-IPO; monitor director equity program adoption in subsequent proxies .
- Related-party exposure: Company permits insider loans only on market terms and reports no related-party transactions over $120,000 other than ordinary banking relationships; continue monitoring given Mr. Dean’s private real estate/leasing businesses (no transactions were disclosed) .
Additional reference points
- Independence reaffirmed for 2025 slate; no material legal proceedings for directors in the prior 10 years disclosed .
- Insider trading policy includes blackout periods and pre-clearance; prohibits speculative trading, derivatives, short sales, buying on margin, and pledging—reducing alignment risks .
- Company maintains a Dodd-Frank/NYSE-compliant clawback policy applicable to executive officers (broader governance posture) .