Robert W. De Vlieger II
About Robert W. De Vlieger II
Robert W. De Vlieger II, age 68, is an independent director of Northpointe Bancshares, Inc. (NPB) and Northpointe Bank, serving since 1999; he holds a liberal arts degree from Hope College with a double major in Mathematics and Business Administration . He is President of Bond Corporation (since 1993) and presently serves on the board of Advantage Leasing Corporation; his expertise spans consumer mortgage financing and commercial equipment leasing, contributing market-relevant oversight to NPB’s board . As of April 4, 2025, he beneficially owned 765,828 NPB shares (2.2%), held via the Robert W. De Vlieger II Descendents Trust, for which he is trustee with voting and investment power, aligning his interests with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manufacturers Hanover Bank | Previously employed (prior roles not specified) | Not disclosed | Not disclosed |
| Beneficial Finance Corporation | Previously employed (prior roles not specified) | Not disclosed | Not disclosed |
| GE Capital Corporation | Previously employed (prior roles not specified) | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bond Corporation | President | Since 1993 | Consumer mortgage financing leadership; general management |
| Advantage Leasing Corporation | Director (leases commercial equipment nationwide) | Present | Governance oversight in equipment leasing context |
Board Governance
- Committee assignments: Member, Compensation Committee and Corporate Governance & Nominating Committee; not a member of Audit. Board determined he is independent for service on all committees on which he serves .
- Independence: The Board affirmed he is independent under NYSE listing standards and the Company’s categorical standards as of January 1, 2025 .
- Board leadership: Combined Chair/CEO (Charles A. Williams); no designated lead independent director. Independent directors hold executive sessions regularly to strengthen oversight, presided by the longest-serving independent/non-management director .
- Attendance and engagement: The Board met 12 times in 2024, and each director attended at least 75% of the aggregate number of Board and committee meetings on which they served; all then-current directors attended the Company’s 2024 annual meeting of stockholders .
- Committee activity: The Corporate Governance & Nominating Committee met 1 time in 2024 (pre-IPO) and oversees nominations, board leadership/composition, annual board/committee evaluations, governance document updates, shareholder feedback, and corporate responsibility .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Total) | $78,350 | Non-employee director compensation is cash-only in 2024 |
| Annual Cash Retainer | $40,000 | Standard annual retainer for all non-employee directors in 2024 |
| Meeting Fees – Board (monthly) | $1,750 per director; $2,150 for Chairman | Per-meeting fee structure |
| Meeting Fees – Executive Loan Committee & ALCO | $600 per director | Per-meeting fee structure |
| Meeting Fees – Audit Committee | $600 per director; $1,000 for Chairman | Per-meeting fee structure |
| Meeting Fees – Compensation Committee | $600 per director | Per-meeting fee structure |
Prohibitions: Hedging (including derivatives and short-selling), margin purchases, and pledging of Company securities are prohibited for directors under the Insider Trading Policy .
Performance Compensation
| Metric/Instrument | 2024 Status | Detail |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | Non-employee directors did not receive stock awards in 2024 |
| Option awards | None | Non-employee directors did not receive option awards in 2024 |
| Performance metrics tied to director pay | Not applicable | Director pay in 2024 was cash-based only |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| Advantage Leasing Corporation | Not disclosed as public; leases equipment nationwide | Director | Potential sector adjacency with NPB’s commercial customers; no related-party transactions disclosed regarding this entity |
| Other public company boards | Not disclosed | — | Proxy biography lists Advantage Leasing; no other boards mentioned for De Vlieger II |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Financial services expertise (consumer mortgage financing) | President, Bond Corporation since 1993 |
| Commercial equipment leasing expertise | Board role at Advantage Leasing Corporation |
| Education | Hope College; double major in Mathematics and Business Administration |
| Board independence | Independent under NYSE standards as of Jan 1, 2025 |
| Governance contribution | Background provides significant insight into markets served, management/oversight experience |
Equity Ownership
| Holder/Structure | Shares Beneficially Owned | % of Outstanding | Nature of Ownership |
|---|---|---|---|
| Robert W. De Vlieger II | 765,828 | 2.2% (based on 34,315,099 shares as of Apr 4, 2025) | Held by the Robert W. De Vlieger II UA 12/12/2007 Descendents Trust; he is trustee with voting and investment power |
| Hedging/Pledging | Prohibited by company policy | — | Policy restricts derivative transactions, margin purchases, and pledging |
Governance Assessment
- Strengths: Independent director with long tenure (since 1999) and domain expertise in mortgage financing and equipment leasing, serving on Compensation and Corporate Governance & Nominating committees, which are central to board effectiveness . Significant beneficial ownership (2.2%) via a trust indicates alignment; company policy prohibits hedging/pledging, supporting shareholder-friendly alignment .
- Areas to monitor: Combined Chair/CEO with no lead independent director may dilute independent oversight; independent directors use executive sessions to mitigate this, but formal lead role is absent . Corporate Governance & Nominating Committee met only once in 2024 pre-IPO, suggesting limited cadence prior to public listing; watch post-IPO committee activity . Ordinary-course loans to insiders are permitted under policy and were made; while stated as arms-length, such transactions warrant continued scrutiny for conflicts .
- Director pay mix: All-cash compensation and no equity grants for directors in 2024 may reduce long-term ownership alignment for non-owner directors; De Vlieger’s separate trust ownership offsets this concern in his case .
- Board refresh and independence: Board expanded from 7 to 10 directors in August 2025 with three new independent appointees across key committees, indicating strengthening governance depth and expertise post-IPO .