UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TRIUMPH BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of 2021 Annual Meeting of

Stockholders and Proxy Statement

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

March 29, 201816, 2021

Dear Triumph Bancorp, Inc. Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Triumph Bancorp, Inc., to (the “Company”). The meeting will be held on May 10, 2018. TheTuesday, April 27, 2021, starting at 10:00 a.m. (Central Time). In light of continuing health concerns surrounding the COVID-19 pandemic, for the health and safety of all of our people, including our stockholders, we have determined that the 2021 Annual Meeting will begin promptlybe held via a live audio-only webcast. Instructions on how to participate in the annual meeting are posted at 1:00 p.m., local time,www.proxydocs.com/TBK. Only stockholders who held shares as of the close of business on the record date, February 26, 2021, may vote at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, Dallas, Texas 75251.the Annual Meeting, including any adjournment thereof.

A Notice of Annual Meeting of Stockholders and the Proxy Statement for the meeting are attached. To ensure your representation at the Annual Meeting, you are urged to vote by proxy via the Internet or telephone pursuant to the instructions provided in the enclosed proxy card; or by completing, dating, signing and returning the enclosed proxy card.

The Notice of Annual Meeting and Proxy Statement on the following pages contain information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to attend the Annual Meeting, you will have the opportunity to revoke your proxy and vote your shares in person. This Proxy Statement is also available at www.proxydocs.com/TBK.

Sincerely,

Aaron P. Graft

President and Chief Executive Officer

Triumph Bancorp  |  2021 Proxy Statement

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 10, 2018

NOTICE IS HEREBY GIVENthat theNotice of Annual Meeting of Stockholders of Triumph Bancorp, Inc. will

To be held at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, Dallas, Texas 75251, at 1:00 p.m., local time, on May 10, 2018, for the following purposes:April 27, 2021

Meeting Information

Voting Items

We have adopted a virtual format for our 2021 Annual Meeting. In order to attend the Annual Meeting you must register in advance at www.proxydocs.com/TBK prior to the deadline of Friday, April 23, 2021 at 5:00 p.m. Eastern Time Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will also permit you to submit questions.

We are furnishing our 20172020 Annual Report and proxy materials to our stockholders primarily through the Internet this year in accordance with rules adopted by the Securities and Exchange Commission. Stockholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around March 29, 2018,16, 2021, which provides them with instructions on how to vote and how to access the 20172020 Annual Report and proxy materials on the Internet. It also provides instructions on how to request paper copies of these materials.

Stockholders of record who previously enrolled in a program to receive electronic versions of the 20172020 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.

Triumph Bancorp  |  2021 Proxy Statement

How to Vote

Stockholders of record may vote:

•				By Internet: go to www.proxypush.com/TBK
•				By phone: call 866-206-5381
•				By mail: complete and return the enclosed proxy card in the postage prepaid envelope provided.

If your shares are held in the name of a broker, bank or other stockholder of record, please follow the voting instructions that you receive from the broker, bank or other stockholder of record entitled to vote your shares.

The Board of Directors has fixed the close of business on March 12, 2018February 26, 2021 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting in person. Whether you expect to attend the Annual Meeting or not, please vote your shares. If you are a stockholder of record and attend the Annual Meeting, you may vote your shares in person even though you have previously voted your proxy.

By Order of the Board of Directors,

Aaron P. Graft

President and Chief Executive Officer

March 29, 2018

Dallas, Texas

TABLE OF CONTENTS

Triumph Bancorp  |  2021 Proxy Statement

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our annual report carefully before voting.

Your vote is important. You may vote your shares via the Internet, by telephone, by mail or in person at the Annual Stockholder Meeting. Please refer to the section “Information Concerning Solicitation and Voting” on page 1 for detailed voting instructions. If you vote via the Internet, by telephone or in person at the Annual Stockholder Meeting, you do not need to mail in a proxy card.

Triumph Bancorp  |  2021 Proxy Statement

TRIUMPH BANCORP, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON

MAY  10, 2018APRIL  27, 2021

INFORMATION CONCERNING SOLICITATION AND VOTING

Introduction

We are furnishing this Proxy Statement on behalf of the Board of Directors (the “Board of Directors”) of Triumph Bancorp, Inc. (“Triumph”), a Texas corporation, for use at our 20182021 Annual Meeting of Stockholders, or at any adjournments or postponements of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held via a live audio-only webcast at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1, Dallas, Texas 75251, at 1:00 p.m. local time, on May 10, 2018.www.proxydocs.com/TBK. There is no physical location for the 2021 Annual Meeting.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing proxy materials to our stockholders on the Internet. You will not receive a printed copy of the proxy materials, unless specifically requested. The Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet.

As used in this Proxy Statement, the terms “us”, “we”, “our”, the “Company” and “Triumph” refer to Triumph Bancorp, Inc., and, where appropriate, Triumph Bancorp, Inc., and its subsidiaries. The term “Common Stock” means shares of our Common Stock, par value, $0.01 per share.

Stockholders Entitled to Notice and to Vote; Quorum

Only holders of record of our Common Stock at the close of business on March 12, 2018,February 26, 2021, which the Board of Directors has set as the record date, are entitled to notice of, and to vote at, the Annual Meeting. As of March 12, 2018February 26, 2021 we had 20,825,93724,882,929 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 315347 stockholders of record. Each stockholder of record of Common Stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. There are no cumulative voting rights in the election of directors.

The presence, in person or by proxy, of a majority of the votes entitled to be cast on a matter to be voted on at the Annual Meeting constitutes a quorum for action on that matter. The shares of Common Stock represented by properly executed proxy cards or properly authenticated voting instructions recorded electronically through the Internet or by telephone, will be counted for purposes of determining the presence of a quorum at the Annual Meeting. Abstentions and brokernon-votes will be counted toward fulfillment of quorum requirements. A brokernon-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

Triumph Bancorp  |  2021 Proxy Statement

Distinction Between Holding Shares as a Stockholder of Record and as a Beneficial Owner

Some of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.

If you are not a stockholder of record, please understand that we do not know that you are a stockholder, or how many shares you own.

Voting Deadline

If you are a stockholder of record on the record date, then your proxy must be received no later than 11:59 p.m., central timeCentral Time on May 9, 2018April 26, 2021 to be counted. If you are the beneficial owner of your shares held through a broker, trustee, or other nominee, please follow the instructions of your broker, trustee, or other nominee in determining the deadline for submitting your proxy.

Voting without Attending the Annual Meeting

Whether you hold shares directly as a stockholder of record or through a broker, trustee, or other nominee, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the Internet, by telephone, or by mail. Instructions are on the proxy card. The proxy holders will vote all properly executed proxies that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

Voting in Person

Shares held in your name as the stockholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. As there is no physical location for the 2021 Annual Meeting, in order to attend virtual meeting you must register at www.proxydocs.com/TBK and follow the instructions for accessing the virtual meeting. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

The vote you cast in person will supersede any previous votes that you may have submitted, whether by Internet, telephone, or mail.

Voting RequirementsRequired Votes

At the Annual Meeting, stockholders will consider and act upon (1) the election of fourten directors to our Board of Directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified, (2) the DeclassificationSay on Pay Proposal, (3) the Majority Vote Proposal,approval of the Second Amendment to

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the Company’s 2014 Omnibus Incentive Plan, (4) the ratification of the appointment of our independent registered public accounting firm, and (5) such other business as may properly come before the Annual Meeting.

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adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons named in the proxy card will vote on such matter in their own discretion.

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PROPOSAL 1:  ELECTION OF DIRECTORS

Introduction

In accordance with the terms of our charter, our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms and is divided as follows:

The Board of Directors has determined that with the exception of Aaron P. Graft and Carlos M. Sepulveda, Jr., each of our current directors is an independent director.

Under the current terms of our Charter, at each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies, in accordance with our charter. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist, as nearly as possible, ofone-third of the directors. Each of the directors elected at the Annual Meeting will be elected for a three-year term which expires at the annual meeting of stockholders expected to be held in 2021 and will serve until the director’s successor has been elected and qualified, or until the director’s earlier resignation or removal. If the Declassification Proposal (Proposal 2) is approved at the Annual Meeting, beginning with our 2019 annual meeting, directors standing forre-election at the end of their current terms will be elected toone-year terms.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Aaron P. Graft, Robert Dobrient, Maribess L. Miller and Frederick P. Perpall forre-election toeach of the Board of Directorsdirectors noted below (whom we refer to as the “nominees”) to stand for election for a one (1) year term expiring at the 2022 annual meeting of stockholders or until their respective successors have been elected and qualified. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

Former director Douglas M. Kratz retired from the Company’s Board of Directors on October 29, 2020. Mr. Kratz had served on the Company’s Board of Directors since 2013. The Board of Directors would like to thank Mr. Kratz for his many years of service. Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has determined not to fill the seat left vacant by Mr. Kratz and to fix the number of directors on the Board at ten (10) members.

All of the nominees are currentlylisted above have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting.

		The Board of Directors unanimously recommends a vote FOR the re-election of each of the nominees.

Triumph Bancorp  Inc. and have been previously elected by our stockholders, except for Frederick P. Perpall. Mr. Perpall was elected as a director by our Board on October 24, 2016.

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The Board of Directors unanimously recommends a voteFORthere-election of each of the nominees.

Information Concerning the Nominees and Directors

Biographical information for each director and nominee appears below. The information is based entirely upon information provided by the respective directors and nominees.

We believe the current composition of our Board of Directors provides a high level of independence and represents a broad mix of tenure as well as gender and ethnic diversity.

Director Tenure		Diversity		Independence

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Director Qualifications and Attributes

We endeavor to have a Board that represents a broad range of qualities, skills and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s activities. Among others, the Board has considered these key experiences, qualifications, skills and attributes in evaluating the composition of the Board and in considering nominees for new directors.

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The table below summarizes the key experience, qualifications and attributes for each member of our Board and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board.

Board Nominees with Terms Ending in 2018

Aaron P. Graftis our founder, Vice Chairman, President and Chief Executive Officer. He also serves as the Chief Executive Officer and a director of the Company’s wholly owned bank subsidiary TBK Bank, SSB and is the Chairman of Triumph Business Capital. Prior to establishing 8        Triumph Bancorp  Mr. Graft served as the founder and President of Triumph Land and Capital Management, LLC, where he oversaw the management of several multifamily and commercial real estate projects in receivership and led the acquisition of multiple pools of distressed debt secured by multifamily projects. Prior to Triumph, Mr. Graft worked for Fulbright & Jaworski, LLP (now Norton Rose Fulbright LLP) where he focused on distressed loan workouts. Mr. Graft also serves on the board of directors and as Vice Chairman of The Bank of the West of Thomas, Oklahoma. Mr. Graft received a bachelor of arts,cum laude, and a Juris Doctorate,cum laude, from Baylor University. Mr. Graft is a member of Young Presidents’ Organization, and in 2014 he was recognized by the Dallas Business Journal with the “40 Under 40” award. Mr. Graft’s extensive experience in business and finance qualify him to serve on our Board of Directors.

Robert Dobrient|  2021 Proxy Statementhas served on our Board of Directors since 2010. He is founder and chief executive officer of Savoya, an industry-leading provider of chauffeured ground transportation services. Prior to establishing Savoya in 2000, Mr. Dobrient was cofounder and president of Max America, asame-day delivery and logistics firm that wonInc. “500” honors for three consecutive years in the early 1990s. In 1997, Max America was acquired by Dynamex, Inc., a publicly held leading consolidator in the time critical distribution industry. Mr. Dobrient is a member of the board of Grand Junction, asoftware-as-a-service platform that manages courier and local delivery programs. He is also a director of privately held Redaway, a medical waste transport and disposal company. Mr. Dobrient earned a bachelor of business administration from University of North Texas. He serves as a mentor and board member at Mercy Street, a program serving inner-city youths and their families. Mr. Dobrient’s extensive business experience qualifies him to serve on our Board of Directors.

Maribess L. Millerhas served on our Board of Directors since July 2014 and serves as Chairperson of our Nominating and Corporate Governance Committee. Ms. Miller was a member of the public accounting firm PricewaterhouseCoopers LLP from 1975 until 2009, including serving as the North Texas Market Managing Partner from 2001 until 2009; as Southwest Region Consumer, Industrial Products and Services Leader from 1998 until 2001; and as Managing Partner of that firm’s U.S. Healthcare Audit Practice from 1995 to 1998. Since 2010, Ms. Miller has served as a member of the board of directors and chair of the audit committee for Zix

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Corporation (NASDAQ:ZIXI). Ms. Miller is also a member of the board of directors and chair of the audit committeeDirectors Standing for Midmark Corp., a privately-held medical supply company. She was on the Texas State Board of Public Accountancy from 2009-2015, past Board Chair for the Texas Health Institute and serves on the board of the North Texas Chapter of the National Association of Corporate Directors. She graduatedcum laudewith a bachelor’s degree in Accounting from Texas Christian University. Ms. Miller is a certified public accountant. Ms. Miller’s extensive business experience qualifies her to serve on our Board of Directors.

Frederick P. Perpallwas elected to our Board of Directors effective October 24, 2016 and began serving on the Compensation Committee in January 2017. Mr. Perpall serves as the chief executive officer for The Beck Group, an architecture and construction company based in Dallas, Texas. Mr. Perpall has served as CEO since 2013, and has been with The Beck Group in other roles since 1999. Mr. Perpall began his career in the design and construction industry in 1996 and has been a registered architect since 2003. Prior to his time at Beck, Mr. Perpall worked for Gideon Toal Architects and Alexiou + Associates. Mr. Perpall serves on numerous boards and executive committees, including the Dallas Regional Chamber, the Dallas Citizens Council and The Carter Center. He earned his Bachelor of Science and Master of Architecture degrees from the University of Texas at Arlington.

Directors with Terms Ending in 2019 (Continuing Directors)

Richard L. Davishas served on our Board of Directors since 2010. He is founder and chief executive officer of Dallas-based DAVACO, Inc., a leading provider of retail, restaurant and hospitality service solutions. In 2000 and 2006, Mr. Davis was a finalist for the Ernst & Young Entrepreneur of the Year award, and in 2006, he was inducted into the Retail Construction Hall of Fame. Mr. Davis currently serves on The Salvation Army’s Dallas/ Fort Worth Metroplex Advisory Board and The Board of Advisors of the Baylor Angel Network with the Hankamer School of Business of Baylor University. Mr. Davis’ extensive experience in business qualifies him to serve on our Board of Directors.

Douglas M. Kratzhas been a member of our Board of Directors since October 2013 and also serves on the Board of Directors of our subsidiary bank, TBK Bank, SSB. Mr. Kratz currently serves as Chairman of the Risk Committee and is a member of the subsidiary bank’s Executive Loan Committee. Prior to Triumph Bancorp’s 2013 acquisition of National Bancshares, Inc, Mr. Kratz served as Chairman of the board of National Bancshares, Inc. and a director of its subsidiary bank, THE National Bank, since 2001. During that period, for several years, Mr. Kratz served as Chief Executive Officer and Vice Chairman of the parent company and subsidiary bank, respectively. Over the past 30 years, Mr. Kratz has served on the boards of directors of numerous community banking organizations along with being a principal investor in several of the organizations. Mr. Kratz is also a principal investor in privately heldnon-bank financial services related entities. Mr. Kratz’s extensive business and banking experience, as well as his long-standing community business and banking relationships in the Quad Cities Metropolitan Area, qualify him to serve on our Board of Directors.

Michael P. Raffertyhas served on our Board of Directors since July 2014 and serves as Chairman of the Audit Committee. Mr. Rafferty was a member of the public accounting firm Ernst & Young LLP from 1975 until his retirement in 2013, was admitted as Partner of the Firm in 1988, and served as the Audit Practice Leader for the Southwest Region from 2004 to 2013. During his career with Ernst & Young, he primarily served clients in the financial services and healthcare industries. Mr. Rafferty graduated with a Bachelor of Science degree in Accounting from the University of New Orleans. Mr. Rafferty is a certified public accountant and is licensed in Texas and Louisiana. Mr. Rafferty’s extensive experience in the financial services industry qualifies him to serve on our Board of Directors. Mr. Rafferty also serves on the board of directors and Audit Committee of MoneyGram International, Inc. (NASDAQ:MGI) since 2016.

C. Todd Sparkshas served on our Board of Directors since 2010. He also serves as a director of our wholly owned subsidiary bank, TBK Bank, SSB. He is vice president and chief financial officer of Discovery Operating Inc., where he has been employed since 1992. He currently serves on the Board of Directors of Patriot Drilling,

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Information Regarding Executive Officers

Our executive officers are as follows:

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Daniel J. KarasTodd Ritterbuschserveshas served as the Executive Vice President and Chief Lending Officer of TBK Bank, SSB. He joined Triumph in 2012 as Executive Vice President – Asset Based Lending for Triumph Commercial Finance with more than 30 years of experience in all aspects of commercial finance.SSB since May 2019. Prior to joining Triumph, Karasthe Company, from 2002 to April of 2019, Mr. Ritterbusch served as Executive Vice President and Managing Director of Marquette Business Credit, where he led Marquette’s general factoring business as well as marketing for its asset based lending platform. Previously he served with GE Capital/Heller Financial as Managing Director of the Corporate Lending Group, then the Enterprise Client Group and finally Energy Financial Services. He began his careerin various capacities with JPMorgan Chase formerly Chemical Bank, in New York and gained experience in credit, commercial and leveraged lending prior to opening Bank of America’s (formerly NationsBank) New York ABL office. Mr. Karas is currently a member ofincluding as the Board of Directors ofManaging Director, Market Executive for the Commercial Finance Association. He receivedBank covering the Ft. Worth and West Texas markets. During his tenure with JPMorgan Chase Bank, Mr. Ritterbusch led a commercial banking team serving businesses with revenues between $20 million and $500 million across his market area. Mr. Ritterbusch holds a Bachelor of Science in Finance and ManagementEngineering from TemplePurdue University and hisa Master of Business Administration from the SternKellogg School of BusinessManagement and a Master of Engineering Management from the McCormick School of Engineering at New YorkNorthwestern University. He currently serves on the boards of Cook Children’s Healthcare Foundation, Cook Children’s Health Plan and Leadership ISD.

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CORPORATE GOVERNANCE

Board of Directors Meetings

During 2017,2020, the Board of Directors held eightfour (4) meetings and committees of the Board held a total of 25twenty (20) meetings. Each of our directors attended at least 75% of the total meetings of the Board and committees on which he or she served during 2017.2020.

Director Independence

The Board of Directors has determined that with the exception of Aaron P. Graft, and Carlos M. Sepulveda, Jr., each of our current directors is an independent director underas defined for purposes of the rules of the NASDAQSecurities and Exchange Commission (“SEC”) and the SEC.listing standards of The Nasdaq Stock Market (“NASDAQ”). For a director to be considered independent, the Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries.

Carlos M. Sepulveda, Jr. had previously served as the Executive Chairman of the Company until December 31, 2015. Given the passage of more than three (3) years since his service in such capacity, and considering all other relevant facts and circumstances, the Board of Directors concluded that, effective January 1, 2019, Mr. Sepulveda was an independent director as defined for purposes of the rules of the SEC and the NASDAQ.

Board Committees

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Management Committee. Our Board of Directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit Committee. Our Audit Committee is composed of Michael P. Rafferty (chair)(Chair), Maribess L. Miller, Debra Bradford and C. Todd Sparks. The Board of Directors appointed Mr. Sparks as a member of the Audit Committee on July 11, 2017, filling the vacant member seat left by a former director, Derek R. McClain. The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of our internal audit function and independent auditors, and risk assessment and risk management.auditors. Among other things, the Audit Committee:

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

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The Audit Committee is composed solely of members who satisfy the applicable independence and other requirements of the SEC and the NASDAQ for Audit Committees and each of whom meet the additional criteria for independence of audit committee members set forth in Rule10A-3(b)(1) under the Exchange Act. In addition, at least one member of the Audit Committee shall be a member of the Company’s Risk Management Committee. Each of Mr. Rafferty and Ms. Miller is an “audit committee financial expert” as defined by the SEC. The Audit Committee has adopted a written charter that among other things, specifies the scope of its rights and responsibilities. The charter is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.com. Our Audit Committee met nine (9) times during 2017.2020.

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The Nominating and Corporate Governance Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and the NASDAQ. The written charter for our Nominating and Corporate Governance Committee is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.com. Our Nominating and Corporate Governance Committee met fivethree (3) times during 2017.2020.

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determination, Carlos M. Sepulveda, Jr., serves as Chairman of our Board of Directors, and Aaron P. Graft serves as our Chief Executive Officer and President. Carlos M. Sepulveda, Jr. was previously our Executive Director, but ceased holding an executive role effective December 31, 2015. We anticipate that Mr. Sepulveda will qualify as an independent director beginning January 1, 2019.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit, interest rate, liquidity, operational, strategic and reputation risks. Management is responsible for theday-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, including its Risk Management Committee, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Chairman of the Board of Directors and independent members of the Board of Directors work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors.

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Stockholders may nominate directors for election to the Board of Directors. In order to nominate a director for election to the Board of Directors, stockholders must follow the procedures set forth in our Bylaws, including timely receipt by the Secretary of Triumph of notice of the nomination and certain required disclosures with respect both to the nominating stockholder and the recommended director nominee.

Directors may currently be elected by a majority of votes cast (in uncontested elections) or a plurality of votes (in contested elections) at any meeting called for the election of directors at which a quorum is present. The presence of a majority of the holders of our Common Stock, whether in person or by proxy, constitutes a quorum. The Board of Directors did not receive any recommendations from stockholders requesting that the Board of Directors consider a candidate for inclusion among the nominees in our Proxy Statement for this Annual Meeting. The absence of such a recommendation does not mean, however, that a recommendation would not have been considered had one been received.

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DIRECTORCOMPENSATION DISCUSSION AND EXECUTIVE OFFICER COMPENSATIONANALYSIS

In this section we discuss and analyze the compensation of our “named executive officers” (“NEOs”) including our Chief Executive Officer, the Chief Financial Officer and the three most highly compensated executive officers. This discussion and analysis also includes a description of our compensation practices and philosophy, our decision making process for compensation matters, and the material factors impacting our compensation decisions for 2020 compensation.

Executive Summary

2020 Financial Performance

We are an “emerging growth company,” as definedDuring 2020, the Company continued to execute on its key strategic initiatives and delivered record financial results in the Jumpstartface of significant challenges. Such challenges included the COVID-19 pandemic and the related governmental responses, which significantly impacted both our customers and operations, as well as challenges resulting from our acquisition of the assets of Transport Financial Solutions (the “TFS Acquisition”), the subsequent issues identified as part of such transaction, and the related steps taken to work through such issues. In the face of such challenges, the Company:

Notwithstanding the headwinds created by the COVID-19 pandemic and the impacts of the TFS Acquisition discussed below, 2020 overall saw substantial progress by the Company in achieving the strategic goals announced in 2019, in which it noted a shift in its focus away from total asset growth toward a focus on growth in its core transportation businesses, particularly its transportation payments product offerings (e.g. factoring and TriumphPay) while simultaneously growing core deposits and improving its funding mix. Notably, the Company showed improvement on a year over year basis with respect to such items despite such impacts, and delivered financial results for 2020 which included the following:

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Set forth below is a line graph presentation comparing the cumulative return on the Company’s common stock, on a dividend reinvested basis, against the cumulative return of the NASDAQ / Bank Composite, KBW Bank Index and KRE SPDR S&P Regional Banking ETF for the period from December 29, 2017 to December 31, 2020. Our Business Startups Acttotal stockholder return over this period outperformed both the NASDAQ Composite and KBW indices as well as the KRE SPDR ETF.

3-Year Total Stockholder Return

The Company’s financial results in 2020 were materially affected by the COVID-19 pandemic and related governmental responses. While we did not experience significant charge-offs in 2020 related to COVID-19, our required level of 2012, orallowance for credit loss (“ACL”) and resulting credit loss expense was significantly impacted by meaningful deterioration in forecasted economic conditions year over year. While our forecasted economic conditions improved during the JOBS Act. Assecond half of the year as compared to the first half, the deterioration of forecasted loss assumptions year over year still resulted in approximately $16.7 million in credit loss expense for the year ended December 31, 2020, which negatively impacted our diluted earnings per share for the year by $0.52.

The Company was also able to deliver such we are eligiblefinancial results while actively supporting its team members, customers and the communities in which it does business through unprecedented challenges presented by the pandemic. In particular, the Company:

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Our management2020 financial results were also materially affected by our TFS Acquisition, the subsequent issues identified as part of such transaction, and Boardthe related steps taken to work through such issues. On July 8, 2020, the Company, through its wholly-owned subsidiary, Advance Business Capital LLC (“ABC”), acquired the transportation factoring assets (the “TFS Acquisition”) of Directors appreciateTransport Financial Solutions (“TFS”), a wholly owned subsidiary of Covenant Logistics Group, Inc. (“CVLG”), and subsequently entered into an Account Management Agreement, Amendment to Purchase Agreement and Mutual Release, (the “TFS Amendment and Release”) with CVLG and TFS to address certain issues identified in the desireportfolio following the closing of our stockholdersthe transaction, specifically, the discovery that approximately $62.2 million of the assets acquired in the TFS Acquisition were advances against future payments to understand our executive compensation programs. Inbe made to three large clients (and their affiliated entities) of TFS pursuant to long term contractual arrangements between the obligor on such contracts and such clients (and their affiliated entities) for services that had not yet been performed (the “Over-Advance Portfolio”). Such transactions are described in greater detail in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 12, 2021 and on its Form 8-Ks filed with the SEC on July 13, 2020 and September 23, 2020.

The TFS Acquisition and related subsequent transactions, in addition to requiring the devotion of a material amount of time and attention from the Company’s executive officers and other members of its management team during the second half of 2020, had a significant impact on the Company’s 2020 financial results, including but not limited to the following:

As more fully discussed below, in addition to the direct impacts of the TFS Acquisition on the financial metrics included in our annual compensation program, after considering the overall impact of the acquisition and tabular disclosure which is intendedthe related subsequent transactions on the Company, the Compensation Committee exercised its discretion to comply withdecrease the requirements applicableannual incentive compensation for our NEOs from 132% to emerging growth companies, we have elected120% of target.

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Named Executive Officers

Our 2020 NEOs were:

Compensation Design Principles and Governance Best Practices

Our compensation programs incorporate best practices, including the following:

Say on Pay/Say on Frequency

The Company has determined to include further narrative disclosure to provide stockholders with contexthold shareholder advisory votes on our executive compensation program(i.e. the “say on pay” vote) on an annual basis, as we believe holding this vote annually provides an effective way to obtain current information on stockholder sentiment about the Company executive compensation program. Additionally, while the say on pay vote is a formal means for soliciting stockholder feedback, the Company welcomes the opportunity to engage with stockholders at any time.

Executive Compensation Objectives and Policies

Below we summarize our compensation philosophy and guiding principles as well as our decision-making process and the outcomes of that process. Our executive compensation programs are designed to include disclosureenable the Company to attract, motivate and retain talent needed for the Company’s success, reward executives for performance, align executive interests with those of our stockholders, provide competitive compensation and ensure a balanced approach that promotes sound risk management practices

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We plan to achieve these objectives through the following guiding principles.

The table below summarizes the purpose/objective of each compensation component used in our tables2020 program.

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Role of Compensation Committee Management and the Compensation Consultant

Role of the Compensation Committee

The Compensation Committee is responsible for five nameddischarging the Board’s duties in executive compensation matters and for administering the Company’s annual incentive and equity-based plans. This includes oversight of the total compensation programs of the Company’s CEO and other executive officers, though we are only required to identify three, in order to give stockholders a broader view of theincluding our NEO’s. The Compensation Committee reviews all compensation of our most senior executives.

Our named executive officers (“NEOs”)components and performance for the fiscal year ended December 31, 2017, consist of our principal executive officer, principal financial officer and three other most highly compensated executive officers: (i) Aaron P. Graft, Director, Vice Chairman,Company’s Chief Executive Officer and President; (ii) R. Bryce Fowler, Executive Vice President, Chief Financial Officer and Treasurer; (iii) Gail Lehmann, Executive Vice President and Secretary; (iv) Adam D. Nelson, Executive Vice President and General Counsel; and, (v) Daniel J. Karas, Executive Vice President, Chief Lending Officer of TBK Bank, SSB.

2017 Summary Compensation Table

The following summary compensation table provides information regarding the compensation of our NEOs for our fiscal years ended December 31, 2017, 2016 and 2015.

filtered to include companies with the highest percentage of Commercial and Industrial (“C&I&I”) loans to arrive at a reasonable size (i.e., 20 banks). The Company also considered its acquisition strategy and relative growth rate when evaluating its size against the median of its peer group. This reference group consisted of banks with assets between $1.25$2.86 billion and $6.5$10.21 billion as of the date of adoption of the peer group by the Company in 2016.2019, compared to $4.53 billion for the Company at such time.

During 2020, the Compensation Committee also requested that Meridian prepare a supplemental peer group of FinTech companies. This supplemental peer group is not intended to replace the Company’s primary peer group when evaluating the Company’s compensation practices, but to provide additional context going forward regarding the Company’s compensation decisions in relation to its primary peer group, given the Company’s growing technology presence in transportation payments (e.g., factoring and TriumphPay). This supplemental FinTech peer group was developed in late 2020 and was not used for evaluation of the Company’s 2020 compensation decisions, but has been and is expected to be used as an additional element of consideration for compensation decisions in 2021 and future years.

2020 Executive Compensation Program and Pay Decisions

The Company’s executive compensation program for 2020 consisted of the following components: base salary, short-term cash incentives paid under our AIP, long-term equity awards under our LTIP, limited perquisites and employee benefit plans.

Base Salary

The Compensation Committee annually reviews each NEO’s base salary. In determining whether to adjust an NEO’s base salary, the Compensation Committee considers the following factors: competitive peer group and industry survey benchmark data, individual performance and the Company’s prospects for future growth and performance. The table below shows our NEO’s base salaries for fiscal years 2019 and 2020 and the year over year percentage change in salaries.

At the January 2021 meeting of the Compensation Committee, based on updated market data, the Compensation Committee approved the following base salaries for our NEO’s effective March 1, 2021:

Annual Incentive Program

Under the AIP, the Company pays cash incentive payments to our NEO’s based on achieved performance against pre-determined annual performance goals. Our AIP is designed to motivate and reward our NEO’s for achieving these performance goals, which are linked to our annual business plan.

NEO’s’ 2020 Target Bonus. Target bonuses are established by the Compensation Committee considering competitive market data, individual performance and internal equity with other executives. For the 2020 AIP, the Compensation Committee approved the following target bonuses (expressed as a percentage of base salary) for our NEO’s: 60% for Mr. Graft, 45% for Mr. Fowler and 40% for each of Ms. Lehmann, Mr. Nelson and Mr. Ritterbusch. Each NEO was eligible to receive an actual bonus payout of between 0% and 150% of his or her respective target bonus, with the applicable percentage based on the level of achieved performance. In addition, at its discretion, the Compensation Committee may increase or decrease an NEO’s annual incentive payout by 30% based on Company performance, individual performance or other factors.

2020 Performance Measures, Weighting and Goals. For 2020, the Compensation Committee approved AIP goals related to the following four measures: (i) Earnings Per Share (“EPS”), (ii) Non-Performing Assets/Total Assets, (iii) Net Charge-Offs/Average Total Loans, and (iv) Employee/Customer Engagement. These measures were updated from 2019 to better align with the Company’s change in strategic direction, namely its focus holding asset size constant, increasing its focus on growth in its transportation lines of business and returning capital to shareholders as a means to increase per share profitability. The selected performance measures were directly linked to our 2020 business plan and are most reflective of our annual performance. In addition, the selected performance measures provided a balance between incenting our NEO’s to drive our financial performance while maintaining sound risk management and credit quality practices, while also focusing on employee and customer satisfaction as integral pieces to the Company’s long-term strategic success.

Performance goals for each measure were set at threshold, target and stretch levels, which correspond to a range of potential payouts (50% of target bonus for threshold performance, 100% of target bonus for target performance and 150% of target bonus for stretch performance for each metric). Awards are interpolated in between these levels to provide for incremental rewards.

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The table below shows that for 2020 the Company achieved its stretch targets for its EPS and Net Charge-Off goals, between threshold and target for its Non/Performing Assets to Total Assets goal and target for its Employee/Customer satisfaction goal. In making the determination to weight performance for the Employee Customer Satisfaction Goal for each NEO at target, the Committee considered enterprise wide success in developing and rolling out action plans in response to previous employee engagement and customer satisfaction surveys, and continued strong overall performance with respect to such surveys.