Raj Chaudhary
About Raj Chaudhary
Rajeev Kumar “Raj” Chaudhary is an independent director of Northpointe Bancshares, appointed effective August 12, 2025. He brings 34+ years of experience spanning digital risk, cybersecurity, enterprise risk management, and corporate governance, including service as a partner at Crowe LLP where he was Global Leader of Digital Risk and Cybersecurity Solutions; prior roles include Marketing Manager at IBM and Senior Engineer at Lawson Fisher Associates . His initial Section 16 filing indicates no beneficial ownership of NPB at appointment; a power of attorney for Section 16 filings was executed October 29, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crowe LLP | Partner; Global Leader, Digital Risk & Cybersecurity Solutions | — | Led enterprise-wide security/privacy programs, security strategy/assessments |
| IBM | Marketing Manager | — | Technology and go-to-market leadership |
| Lawson Fisher Associates | Senior Engineer | — | Engineering and security practices |
External Roles
- No other public company directorships were disclosed in the appointment 8-K or accompanying press release .
Board Governance
- Independence: The Board determined Mr. Chaudhary is an independent director under SEC and NYSE standards .
- Term/Board size: Appointed Aug 12, 2025; Board size increased from 7 to 10, with term through the 2026 annual meeting .
- Committee assignments:
- Company: Compensation Committee; Corporate Governance & Nominating Committee
- Bank: Audit Committee
- Board leadership structure: Combined CEO/Chair; no designated lead independent director. Independent directors hold executive sessions following regular Board and Audit Committee meetings and at least annually for independents-only sessions .
| Item | Status/Detail |
|---|---|
| Independence status | Independent (SEC/NYSE) |
| Appointment date | Aug 12, 2025 |
| Board size change | 7 → 10 directors on Aug 11–12, 2025 |
| Committees (Company) | Compensation; Corporate Governance & Nominating |
| Committees (Bank) | Audit |
| Lead Independent Director | None designated |
| Executive sessions | Non-management after each Board/Audit meeting; independents at least annually |
| Attendance | Not yet disclosed for Mr. Chaudhary (joined 2H25) |
Fixed Compensation
Mr. Chaudhary will be compensated per the existing non-employee director compensation program disclosed in the 2025 proxy; the 8-K states new appointees will be paid in accordance with this program .
| Component | Amount |
|---|---|
| Annual cash retainer | $40,000 (non-employee directors) |
| Board meeting fee | $1,750 per director; $2,150 for the Chairman (monthly meetings) |
| Executive Loan Committee | $600 per meeting (member) |
| ALCO Committee | $600 per meeting (member) |
| Audit Committee | $600 per meeting (member); $1,000 for the Chair |
| Compensation Committee | $600 per meeting (member) |
| Equity grants to directors (FY2024) | None (no stock or option awards to non-employee directors in 2024) |
Policy constraints:
- Hedging/pledging prohibited for directors, officers, employees; pre-clearance and blackout periods apply .
- NYSE 10D-1 compliant clawback policy (primarily executive compensation) is maintained .
Performance Compensation
Non-employee directors do not have performance-based compensation metrics disclosed.
| Performance-linked component | Metric(s) | Status |
|---|---|---|
| Short-term incentive (director) | — | Not applicable/disclosed for non-employee directors |
| Equity performance awards (director) | — | None in FY2024; 2025 not disclosed |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed for Mr. Chaudhary |
- Related-party transactions: The 8-K states none with the Company for Mr. Chaudhary; he had no arrangements/understandings leading to his appointment and no family relationships with Company insiders . Company policy requires review/approval of related-party transactions; loans to insiders must be on market terms per policy and regulation .
Expertise & Qualifications
- Domain expertise: Digital risk, cybersecurity, enterprise risk management, corporate governance (34+ years) .
- Functional fit: Appointed to Compensation and Nominating (Company) and Audit (Bank), aligning cybersecurity/risk background with oversight roles .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at appointment | “No securities are beneficially owned.” (Form 3; Event 08/12/2025; filed 10/29/2025) |
| Section 16 Power of Attorney | Executed Oct 29, 2025; authorizes Company officers to file Forms 3/4/5 on his behalf |
| Shares pledged | Prohibited by Company policy |
| Insider trading policy | Blackout periods and pre-clearance required for directors |
| Director ownership guidelines | Not disclosed in proxy |
Insider filings:
| Filing | Event Date | Filing Date | Notes |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 08/12/2025 | 10/29/2025 | Reports zero beneficial ownership; signed by attorney-in-fact; POA filed |
Governance Assessment
-
Positives:
- Independent director with deep cybersecurity and enterprise risk credentials; immediate placement on Bank Audit plus Company Compensation and Nominating suggests Board is strengthening risk and governance oversight post-IPO .
- No related-party transactions or appointment arrangements disclosed; independence reaffirmed .
- Hedging/pledging prohibitions and insider trading controls apply to directors; NYSE-compliant clawback policy maintained (primarily executive pay) .
-
Watch items:
- Initial Form 3 shows no NPB share ownership; monitor for future open-market purchases or equity grants to assess alignment over time .
- Board leadership remains combined CEO/Chair with no Lead Independent Director; independent executive sessions mitigate but centralization of authority persists .
Note: Attendance and any director-specific equity awards for 2025–2026 have not yet been disclosed as of the latest filings reviewed. Future proxy statements and Section 16 reports should be monitored for updates .